Vice President of Science & Technology Employment Agreement - : B. J. HOGG

AT-WILL EMPLOYMENT AGREEMENT


It is understood and agreed that the employment by Stereotaxis, Inc., a Delaware corporation (the "Company" or "Stereotaxis"), of the employee named below ("Employee") shall be subject to the terms and conditions of this At-Will Agreement ("Agreement").


1. Position; Base Salary; Incentive Compensation; Termination.


1.1 Position: Employee shall serve as Senior Vice President, Research and
Development, or in such other capacity or capacities as Stereotaxis may
from time to time direct. Employee shall report to Bevil Hogg or such
other person as he may from time to time direct. Employee's supervisor
shall schedule employee's hours of work and Employee's position with
the Company is Exempt.


1.2 Base Salary: Employee shall be paid a base salary equivalent to
$220,000 in semi-monthly installments, which shall be subject to
applicable withholdings and deductions (pro-rated based on Employee's
start date). Employee shall also have an incentive bonus opportunity of
up to $55,000 subject to attainment of mutually agreed upon goals
(pro-rated based on Employee's start-date) as provided for in the
Employee's offer letter.


1.3 Incentive Compensation: Employee shall be eligible to purchase 300,000
shares of stock in accordance with the Company's Incentive Stock Option
Plan. Such shares would be subject to a 4-year repurchase right by the
Company in accordance with the Employee's offer letter.


1.4 Termination: For purposes of this Agreement, termination for cause
shall mean gross misconduct or gross negligence such as gross breach of
fiduciary duty, dishonesty, theft or commission of a crime involving
moral turpitude. Termination for cause shall also include the
Employee's failure to comply with the provisions of his offer letter.
Such provisions include failure to commute to St. Louis so as to be
present at the Company's offices each week or failure to permanently
relocate to St. Louis within 4 months of the Employee's acceptance of
his offer letter unless otherwise agreed to in writing.


1.4.a Termination without Cause: As provided for in the
Employee's offer letter, if Employee's employment is
terminated by Stereotaxis without cause, Employee will be paid
a salary continuance equal to his monthly base salary for six
(6) months in accordance with the Company's normal payroll
practices. If such involuntary termination occurs during the
first twelve (12) months of Employee's employment, and is not
for cause, Employee will be paid a salary continuance equal to
his monthly base salary for twelve (12) months and Repurchase
Right with respect to the the Employee's Unvested Shares which
would have vested at the end of the Employee's first year of
employment will expire and such shares will become Vested
Shares. However, if Employee is re-employed (by the Company or
another employer), all salary continuance pay will cease
immediately.


1.4.b Change of Control: As provided for in the Employee's
offer letter, if Employee's employment is terminated as a
result of, or following, an acquisition or merger of the
Company where the Company is not the surviving entity and a
change of control occurs (as defined in the Employee's offer
letter) and Employee is not offered a comparable position and
salary in the surviving entity, (i) Employee will be paid
salary continuance equal to his monthly base salary for six
(6) months (or twelve (12) months if such event is within the
Employee's first twelve (12) months of employment) in
accordance with the Company's normal payroll practices and
(ii) the Repurchase Right with respect to the Employee's
unvested shares will expire at the end of the salary
continuance period and such shares will become Vested Shares.
Furthermore, the Repurchase Option will also terminate if
Employee's employment with the Company is terminated (without
cause) within One (1) year of a Change of Control
notwithstanding the Employee having previously been offered
such comparable position and salary.


1.4.c Other Termination: Employee is not entitled to severance
pay if Employee's termination is voluntary or for cause.


2. Vacation and Sick Leave Benefits.


Company-paid vacation and sick leave will be governed by the Employee Handbook. In accordance with the terms of the Employee's offer letter, Employee will be eligible for vacation of 3 weeks per year, initially plus 1 week of personal time, pro-rated based on Employee's start date.


3. Company Benefits.


While Employed by the Company, Employee shall be entitled to receive the benefits of employment as the Company may offer from time to time. Employee agrees that as a condition of Employee's employment by the Company that Employee will be bound and subject to the terms and conditions of the Company's Employee Handbook. The Employee Handbook may be revised from time to time at the sole discretion of the Company.


4. Attention to Duties; Conflict of Interest.


While employed by the Company, Employee shall devote Employee's full business time, energy and abilities exclusively to the business and interests of Stereotaxis, and shall perform all duties and services in a faithful and diligent manner and to the best of Employee's abilities. Employee shall not, without the Company's prior written consent, render to others, services of any kind for compensation, or engage in any other business activity that would materially interfere with the performance of Employee's duties under this Agreement. Employee represents that Employee has no other outstanding commitments inconsistent with any of the terms of this Agreement or the services to be rendered to Stereotaxis. While employed by the Company, Employee shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder, or otherwise, promote, participate or engage in any activity or other business competitive with the Company's business. Employee shall not invest in any company or business, which competes in any manner with the Company, except those companies whose securities are listed on the national securities exchanges.


5. Proprietary Information.


Employee agrees to be bound by the terms of the Confidentiality and Noncompete Agreement and exhibits thereto, which are attached as Exhibit A and incorporated by this reference ("Confidentiality and Noncompete Agreement"), and, by the rules of confidentiality promulgated by Stereotaxis from time to time.


6. At-Will employer.


The Company is an "at-will" employer. This means that the Company may terminate Employee's employment at any time, with or without cause, and that Employee may terminate Employee's employment at any time, with our without cause. Stereotaxis makes no promise that Employee's employment will continue for a set period of time, nor is there any promise that it will be terminated only under particular circumstances. No raise or bonus, if any, shall alter Employee's status as an "at-will" employee or create any implied contract of employment. Discussion of possible or potential benefits in future years is not an express or implied promise of continued employment. No manager, supervisor or officer of Stereotaxis has the authority to change Employee's status as an "at-will" employee. The "at-will" nature of the employment relationship with Employee can only be altered by a written agreement signed by each member of the Board of Directors of Stereotaxis. No position within Stereotaxis is considered permanent.


7. Binding Arbitration.


Any dispute, claim or controversy with respect to Employee's termination of employment with the Company (whether the termination of employment is voluntary or involuntary), and any dispute, claim or controversy with respect to incidents or events leading to such termination or the method or manner of such termination, and any question of arbitrability hereunder, shall be settled exclusively by arbitration.


Employee and Stereotaxis each waive their constitutional rights to have such matters determined by a jury. Instead of a jury trial, Stereotaxis and Employee shall choose an arbitrator. Arbitration is preferred because, among other reasons, it is quicker, less expensive and less formal than litigation in court. The provisions governing arbitration shall be described in detail in Stereotaxis's Employee Handbook.


The arbitrator shall not have the authority to alter, amend, modify, add to or eliminate any condition or provision of this Agreement, including, but not limited to, the "at-will" nature of the employment relationship. The arbitration shall be held in St. Louis, Missouri. The award of the arbitrator shall be final and binding on the parties. Judgement upon the arbitrator's award may be entered in any court, state or federal, having jurisdiction over the parties. If a written request for arbitration is not made within one (1) year of the date of the alleged wrong or violation, all remedies regarding such alleged wrong or violation shall be waived.


Should any court determine that any provision(s) of this Agreement to arbitrate is void or invalid, the parties specifically intend every other provision of this Agreement to arbitrate to remain enforceable and intact. The parties explicitly and definitely prefer arbitration to recourse to the courts, for the reasons described above, and have prescribed arbitration as their sole and exclusive method of dispute resolution.


8. No Inconsistent Obligations.


Employee represents that Employee is not aware of any obligations, legal or otherwise, inconsistent with the terms of this Agreement or Employee's undertakings under this Agreement.


9. Miscellaneous.


Stereotaxis may assign this Agreement and Employee's employment to an affiliated entity to which the operations it currently manages are transferred.


No promises or changes in Employee's status as an employee of the Company or any of the terms and conditions of this Agreement can be made unless they are made in writing and approved by the Board of Directors of Stereotaxis. This Agreement and the terms and conditions described in it cannot be changed orally or by any conduct of either Employee or Stereotaxis or any course of dealings between Employee, or another person an ...