Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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                  Employee at the time of Employee's termination or was served
                  at any time during Employee's last six (6) months of
                  employment by Company. Competitive Work shall be limited to
                  the field of magnetic instrument guidance and related magnetic
                  navigation therapeutic devices or agents;

         3.2      solicit, call on or in any manner cause or attempt to cause,
                  or provide any Competitive Work to any customer or active
                  prospective customer of the Company with whom Employee dealt,
                  or on whose account he or she worked for which Employee was
                  responsible, or with respect to which Employee was provided or
                  had access to Confidential and Trade Secret Information to
                  divert, terminate, limit, modify or fail to enter into any
                  existing or potential relationship with Company; and

         3.3      induce or attempt to induce any other employee, consultant or
                  advisor of Company to accept employment or an affiliation with
                  any other person or entity.

4.       Acknowledgment Regarding Restrictions.

Employee recognizes and agrees that the restraints contained in Section 3 are
reasonable and enforceable in view of Company's legitimate interests in
protecting its Confidential and Trade Secret Information and customer goodwill.
Employee understands that the post-employment restrictions contained herein will
preclude, for a time, Employee's employment with such major competitors of
Company in magnetic instrument guidance. Employee understands that the
restrictions of Section 3 are not limited geographically in view of Company's
nationwide operations and the Confidential and Trade Secret Information and
customers to which Employee had access.

5.       Inventions.

         5.1      Any and all ideas, inventions, discoveries, patents, patent
                  applications, continuation-in-part patent applications,
                  divisional patent applications, technology, copyrights,
                  derivative works, trademarks, service marks, improvements,
                  trade secrets and the like, which are developed, conceived,
                  created, discovered, learned, produced and/or otherwise
                  generated by Employee, whether individually or otherwise,
                  during the time that Employee is employed by Company, whether
                  or not during working hours, that relate to (i) current and
                  anticipated businesses and/or activities of Company, (ii)
                  Company's current and anticipated research or development, or
                  (iii) any work performed by Employee for Company, shall be the
                  sole and exclusive property of Company, and Company shall own
                  any and all right, title and interest to such. Employee
                  assigns and agrees to assign to Company any and all right,
                  title and interest in and to any such ideas, inventions,
                  discoveries, patents, patent applications,
                  continuation-in-part patent applications, divisional patent
                  applications, technology, copyrights, derivative works,
                  trademarks, service marks, improvements, trade secrets and the
                  like, whenever requested to do so by Company, at Company's
                  expense, and Employee agrees to execute any and all
                  applications, assignments or other instruments which Company
                  deems desirable or necessary to protect such interests.

5.2               Paragraph 5(*.1) shall not apply to any invention for which no
                  equipment, supplies, facilities or Confidential and Trade
                  Secret Information of Company was used and which was developed
                  entirely on Employee's own time, unless (i) the invention
                  relates to Company's business or to Company's actual or
                  demonstrably-anticipated research or development, or (ii) the
                  invention results from any work performed by Employee for
                  Company.

6.       Company Property.

Employee acknowledges that any and all notes, records, sketches, computer
diskettes, training materials and other documents relating to the Company
obtained by or provided to Employee, or otherwise made,




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