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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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         1.2      "Company" means Stereotaxis, Inc. or one of its subsidiaries;
                  whichever is Employee's employer. The "Subsidiary" means any
                  corporation, joint venture or other business organization in
                  which Stereotaxis, Inc. now or hereafter, directly or
                  indirectly, owns or controls more than fifty percent (50%)

2.       Confidential and Trade Secret Information.

         2.1      Employee agrees to keep secret and confidential, and not to
                  use or disclose to any third parties, except as directly
                  required for Employee to perform Employee's employment
                  responsibilities for Company, any of Company's proprietary
                  Confidential and Trade Secret Information.

         2.2      "Confidential and Trade Secret Information" includes any
                  information pertaining to Company's business which is not
                  generally known in the medical devices industry, such as, but
                  not limited to, trade secrets, know-how, processes, designs,
                  products, documentation, quality control and assurance
                  inspection and test data, production schedules, research and
                  development plans and activities, equipment modifications,
                  product formulae and production and recycling records,
                  standard operating procedure and validation records, drawings,
                  apparatus, tools, techniques, software and computer programs
                  and derivative works, inventions (whether patentable or not),
                  improvements, copyrightable material, business and marketing
                  plans, projections, sales data and reports, confidential
                  evaluations, the confidential use, nonuse and compilation by
                  the Company of technical or business information in the public
                  domain, margins, customers, customer requirements, costs,
                  profitability, sales and marketing strategies, pricing
                  policies, operational methods, strategic plans, training
                  materials, internal financial information, operating and
                  financial data and projections, distribution or sales methods,
                  prices charged by or to Company, inventory lists, sources of
                  supplies, supply lists, lists of current or past employees,
                  mailing lists and information concerning relationships between
                  Company and its employees or customers.

         2.3      During Employee's employment, Employee will not copy,
                  reproduce or otherwise duplicate, record, abstract, summarize
                  or otherwise use, any papers, records, reports, studies,
                  computer printouts, equipment, tools or other property owned
                  by the Company, except as expressly permitted or required for
                  the proper performance of his or her duties on behalf of the

3.       Post-Termination Restrictions.

Employee recognizes that (i) Company has spent substantial money, time and
effort over the years in and in developing its Confidential and Trade Secret
Information; (ii) Company pays its employees to, among other things, develop and
preserve business information, customer goodwill, customer loyalty and customer
contacts for and on behalf of Company; and (iii) Company is hereby agreeing to
employ and pay Employee based upon Employee's assurances and promises contained
herein not to put himself or herself in a position following Employee's
employment with Company in which the confidentiality of Company's information
might somehow be compromised. Accordingly, Employee agrees that during
Employee's employment with Company, and for a period of two years thereafter,
regardless of how Employee's termination occurs and regardless of whether it is
with or without cause, Employee will not, directly or indirectly (whether as
owner, partner, consultant, employee or otherwise):

         3.1      engage in, assist or have an interest in, enter the employment
                  of, or act as an agent, advisor or consultant for, any person
                  or entity which is engaged, or will be engaged, in the
                  development, manufacture, supplying or sale of a product,
                  process, apparatus, service or development which is
                  competitive with a product, process, apparatus, service or
                  development on which Employee worked or with respect to which
                  Employee has or had access to Confidential or Trade Secret
                  Information while at Company ("Competitive Work"), and which
                  Employee seeks to serve in any market which was being served

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