Item 6.     Indemnification of Directors and Officers.  

        The Company’s amended and restated certificate of incorporation provides that, to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, its directors shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. In addition, the Company’s certificate of incorporation provides that it may, to the fullest extent permitted by law, indemnify any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or his or her testator or intestate is or was a director, officer or employee of the Company, or any predecessor of the Company, or serves or served at any other enterprise as a director, officer or employee at the request of the Company.

        The Company’s amended and restated bylaws provide that the Company shall indemnify its directors and officers to the fullest extent not prohibited by the Delaware General Corporation Law or any other law. The Company is not required to indemnify any director or officer in connection with a proceeding brought by such director or officer unless (i) such indemnification is expressly required by law; (ii) the proceeding was authorized by the Company’s board of directors; or (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Delaware General Corporation Law or any other applicable law. In addition, the Company’s bylaws provide that the Company may indemnify its employees and other agents as set forth in the Delaware General Corporation Law or any other applicable law.

        The Company has also entered into separate indemnification agreements with its directors that require it, among other things, to indemnify each of them against certain liabilities that may arise by reason of their status or service with the Company or on behalf of the Company, other than liabilities arising from willful misconduct of a culpable nature. The Company is not required to indemnify under the agreement for (i) actions initiated by the director without the authorization of consent of the board of directors; (ii) actions initiated to enforce the indemnification agreement unless the director is successful; (iii) actions resulting from violations of Section 16 of the Exchange Act in which a final judgment has been rendered against the director; and (iv) actions to enforce any non-compete or non-disclosure provisions of any agreement.

        The indemnification provided for above provides for reimbursement of all losses of the indemnified party including expenses, judgment, fines and amounts paid in settlement. The right to indemnification set forth above includes the right for the Company to pay the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition in certain circumstances.

        The Delaware General Corporation Law provides that indemnification is permissible only when the director, officer, employee, or agent acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The Delaware General Corporation Law also precludes indemnification in respect of any claim, issue, or matter as to which an officer, director, employee, or agent shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine that, despite such adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

Item 7.     Exemption From Registration Claimed.  

        Not applicable.

Item 8.    Exhibits.

        The following is a list of exhibits filed as part of this Registration Statement, which are incorporated herein:  

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Exhibit Number

Document

10.1*

1994 Stock Option Plan

10.2*

2002 Stock Incentive Plan

10.3*

2004 Employee Stock Purchase Plan

10.4*

2002 Non-Employee Directors' Stock Plan

5.1

Opinion of Bryan Cave LLP

23.1

Consent of Ernst & Young LLP

23.2

Consent of Bryan Cave LLP (contained in Exhibit 5.1)

24.1

Power of Attorney

---

*	Incorporated by reference to the Company's Registration Statement on Form S-1, as amended (File No. 333-115253).

Item 9.     Undertakings.  

    (a)        The undersigned registrant hereby undertakes:  

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(i)        To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)        To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)        To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  

        (c)        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of St. Louis, State of Missouri, on this 29th day of October 2004.  

STEREOTAXIS, INC.

By:

/s/ JAMES M. STOLZE

James M. Stolze Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ FRED A. MIDDLETON*	Chairman of the Board of Directors	October 29, 2004
Fred A. Middleton

/s/ BEVIL J. HOGG*	President, Chief Executive Officer and Director (Principal Executive Officer)	October 29, 2004
Bevil J. Hogg

/s/ CHRISTOPHER ALAFI*	Director	October 29, 2004
Christopher Alafi

/s/ JOHN C. APLIN*	Director	October 29, 2004
John C. Aplin

/s/ RALPH G. DACEY, JR.*	Director	October 29, 2004
Ralph G. Dacey, Jr.

/s/ GREGORY R. JOHNSON*	Director	October 29, 2004
Gregory R. Johnson

/s/ WILLIAM M. KELLEY*	Director	October 29, 2004
William M. Kelley

	Director	October 29, 2004
Randall D. Ledford

Signature	Title	Date
/s/ ABHIJEET LELE*	Director	October 29, 2004
Abhijeet Lele

/s/ WILLIAM C. MILLS III*	Director	October 29, 2004
William C. Mills III

	Director	October 29, 2004
David J. Parker

/s/ JAMES M. STOLZE	Vice President and Chief Financial	October 29, 2004
James M. Stolze	Officer (Principal Financial and Accounting Officer)

*By:	/s/ JAMES M. STOLZE
	Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit Number

Document

10.1*

1994 Stock Option Plan

10.2*

2002 Stock Incentive Plan

10.3*

2004 Employee Stock Purchase Plan

10.4*

2002 Non-Employee Directors' Stock Plan

5.1

Opinion of Bryan Cave LLP

23.1

Consent of Ernst & Young LLP

23.2

Consent of Bryan Cave LLP (contained in Exhibit 5.1)

24.1

Power of Attorney

---

*	Incorporated by reference to the Company's Registration Statement on Form S-1, as amended (File No. 333-115253).

Exhibit 5.1

November 1, 2004

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

Ladies and Gentlemen:

We have acted as counsel to Stereotaxis, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended, by means of a registration statement on Form S-8 (the “Registration Statement”) of 5,247,383 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which may be issued pursuant to the Stereotaxis, Inc. 1994 Stock Option Plan, the Stereotaxis, Inc. 2002 Stock Incentive Plan, the Stereotaxis, Inc. 2002 Non-Employee Directors’ Stock Plan and the Stereotaxis, Inc. 2004 Employee Stock Purchase Plan.

As counsel for the Company, we have examined such corporate records of the Company and such other instruments considered such other matters of law as we deemed necessary for the purposes of this opinion. On the basis of the foregoing, we are of the opinion that the Shares have been duly and validly authorized for issuance, and when issued, delivered and paid for in accordance with the applicable Plan, the Shares will be legally issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ BRYAN CAVE LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_______) pertaining to the 2004 Employee Stock Purchase Plan, 2002 Stock Incentive Plan, 2002 Non-Employee Directors’ Stock Plan, and 1994 Stock Option Plan of Stereotaxis, Inc. of our report dated March 26, 2004 (except for Note 17, as to which the date is July 15, 2004), with respect to the financial statements and schedule of Stereotaxis, Inc. included in its Registration Statement on Form S-1 and related Prospectus dated August 12, 2004, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

St. Louis, Missouri
October 28, 2004

Exhibit 24.1

STEREOTAXIS, INC.
POWER OF ATTORNEY

        Each of the undersigned directors and officers of Stereotaxis, Inc., a Delaware corporation (the “Company”), hereby appoints Fred A. Middleton, Bevil J. Hogg and James M. Stolze, and each of them acting singly, the true and lawful agents and attorneys of the undersigned, with full power of substitution, to do all things and to execute all instruments which any of them may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the proposed registration under said Act pursuant to a Registration Statement on Form S-8 of the Company”s Common Stock, par value $0.001 per share, issuable under the following plans (collectively, the “Plans”): (i) the Stereotaxis, Inc. 2004 Employee Stock Purchase Plan; (ii) the Stereotaxis, Inc. 2002 Stock Incentive Plan; (iii) the Stereotaxis, Inc. 2002 Non-Employee Directors’ Stock Plan; and (iv) the Stereotaxis, Inc. 1994 Stock Plan.; this authorization to include the authority to sign the name of each of the undersigned in the capacities indicated below to the said proposed Registration Statement to be filed with the Securities and Exchange Commission in respect of said securities, and to any amendments to said proposed Registration Statement.

Signature	Title	Date
/s/ FRED A. MIDDLETON	Chairman of the Board of Directors	September 22, 2004
Fred A. Middleton

/s/ BEVIL J. HOGG	President, Chief Executive Officer and Director (Principal Executive Officer)	September 22, 2004
Bevil J. Hogg

/s/ CHRISTOPHER ALAFI	Director	September 22, 2004
Christopher Alafi

/s/ JOHN C. APLIN	Director	September 22, 2004
John C. Aplin

/s/ RALPH G. DACEY, JR.	Director	September 22, 2004
Ralph G. Dacey, Jr.

/s/ GREGORY R. JOHNSON	Director	September 22, 2004
Gregory R. Johnson

/s/ WILLIAM M. KELLEY	Director	September 22, 2004
William M. Kelley

	Director	September 22, 2004
Randall D. Ledford

/s/ ABHIJEET LELE	Director	September 22, 2004
Abhijeet Lele

/s/ WILLIAM C. MILLS III	Director	September 22, 2004
William C. Mills III

	Director	September 22, 2004
David J. Parker

	Vice President and Chief Financial Officer (Principal Financial and	September 22, 2004
James M. Stolze	Accounting Officer)