Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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13. Exit Interview.

To ensure a clear understanding of this Agreement, Employee agrees, at the time
of termination of Employee's employment, to engage in an exit interview with
Company at a time and place designated by Company and at Company's expense.
Employee understands and agrees that during said exit interview, Employee may be
required to confirm that Employee will comply with Employee's obligations under
Sections 2, 3 and 5 of this Agreement. Company may elect, at its option, to
conduct the exit interview by telephone.

14. Amendments.

No modification, amendment or waiver of any of the provisions of this Agreement
shall be effective unless in writing specifically referring hereto, and signed
by the parties hereto. This Agreement supersedes all prior agreements and
understandings between Employee and Company to the extent that any such
agreements or understandings conflict with the terms of this Agreement.

15. Assignments.

This Agreement shall be freely assignable by Company to, and shall inure to the
benefit of, and be binding upon, Company, its successors and assigns and/or any
other entity which shall succeed to the business presently being conducted by
Company. Being a contract for personal services, neither this Agreement nor any
rights hereunder shall be assigned by Employee.

16. Choice of Forum and Governing Law.

In light of Company's substantial contacts with the State of Missouri, the
parties' interests in ensuring that disputes regarding the interpretation,
validity and enforceability of this Agreement are resolved on a uniform basis,
and Company's execution of, and the making of this Agreement in Missouri, the
parties agree that: (i) any litigation involving any noncompliance with or
breach of the Agreement, or regarding the interpretation, validity and/or
enforceability of the Agreement, shall be filed and conducted exclusively in the
state or federal courts in St. Louis County, Missouri; and (ii) the Agreement
shall be interpreted in accordance with and governed by the laws of the State of
Missouri, with regard for any conflict of law principles.

17. Headings.

Section headings are provided in this Agreement for convenience only and shall
not be deemed to substantively alter the content of such sections.

PLEASE NOTE: BY SIGNING THIS AGREEMENT, EMPLOYEE IS HEREBY CERTIFYING THAT
EMPLOYEE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE
EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS
HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS
EMPLOYEE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL
SUCH QUESTIONS; AND (D) UNDERSTANDS EMPLOYEE'S RIGHTS AND OBLIGATIONS UNDER THE
AGREEMENT.

IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be executed
as of the day and year first above written.


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James M. Stolze


--------------------------------------------
Stereotaxis, Inc.
Peggy S. Stohr, VP Administration/Controller




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