1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1996
    
                                                       REGISTRATION NO. 333-9207
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                AMENDMENT NO. 1

                                       TO

                                   FORM SB-2
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                                              
         DELAWARE                    3841                   68-0232575
     (STATE OR OTHER          (PRIMARY STANDARD          (I.R.S. EMPLOYER
        JURISDICTION              INDUSTRIAL           IDENTIFICATION NO.)
   OF INCORPORATION OR       CLASSIFICATION CODE
      ORGANIZATION)                NUMBER)

                             829 West Stadium Lane
                          Sacramento, California 95834
                           Telephone: (916) 646-3487
                           Telecopier: (916) 646-4075
         (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
                             DR. RAMESH C. TRIVEDI
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                       INTEGRATED SURGICAL SYSTEMS, INC.
                             829 West Stadium Lane
                          Sacramento, California 95834
                           Telephone: (916) 646-3487
                           Telecopier: (916) 646-4075
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                            ------------------------
 
                                   COPIES TO:

                                           
              JACK BECKER, ESQ.                         CHARLES P. GREENMAN, ESQ.
           SNOW BECKER KRAUSS P.C.                       TIMOTHY I. KAHLER, ESQ.
               605 Third Avenue                    PARKER CHAPIN FLATTAU & KLIMPL, LLP
        New York, New York 10158-0125                  1211 Avenue of the Americas
          Telephone: (212) 687-3860                      New York, New York 10036
          Telecopier: (212) 949-7052                    Telephone: (212) 704-6000
                                                        Telecopier: (212) 704-6288

                            ------------------------
 
                APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  / /
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  / /
 
       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  / /

       If any of the securities on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act please check the
following box.  /X/
    
   2
 
                        CALCULATION OF REGISTRATION FEE
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                                                      PROPOSED       PROPOSED
                                                       MAXIMUM        MAXIMUM
                                                      OFFERING       AGGREGATE      AMOUNT OF
      TITLE OF EACH CLASS OF         AMOUNT TO BE       PRICE        OFFERING     REGISTRATION
    SECURITIES TO BE REGISTERED       REGISTERED   PER SECURITY(1)    PRICE(1)         FEE
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Common Stock, $.01 par value.......  1,725,000(2)       $6.00       $10,350,000     $3,568.97
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Warrants to purchase shares of
  Common Stock.....................  1,725,000(3)       $0.10        $172,500        $59.48
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Common Stock issuable upon exercise
  of Warrants......................  1,725,000(4)       $7.00       $12,075,000     4,163.79
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Underwriters' Warrants to purchase
  shares of Common Stock...........     150,000       $0.000033         $5             (5)
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Underwriters' Warrants to purchase
  Warrants.........................     150,000       $0.000033         $5             (5)
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Common Stock issuable upon exercise
  of Underwriters' Warrants........   150,000(4)        $9.90       $1,485,000      $ 512.07
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Warrants issuable upon exercise of
  Underwriters' Warrants...........     150,000        $0.165         $24,750         $8.53
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Common Stock issuable upon exercise
  of Warrants underlying
  Underwriters' Warrants...........   150,000(4)        $7.00       $1,050,000       362.07
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       Total Registration Fee......                                                 $8,674.91
                                                                                   ----------
                                                                                   ----------
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(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 promulgated under the Securities Act of 1933.

(2) Includes 225,000 shares of Common Stock which may be purchased by the
    Underwriters to cover over-allotments, if any.

   
(3) Includes 225,000 Warrants which may be purchased by the Underwriters to
    cover over-allotments, if any.

   
(4) Pursuant to Rule 416, there are also being registered such indeterminate
    number of additional shares as may become issuable pursuant to the
    anti-dilution provisions of the Warrants, the Underwriters' Warrants and the
    Warrants issuable upon exercise of the Underwriters' Warrants.

(5) Pursuant to Rule 457(g) promulgated under the Securities Act of 1933, no
    filing fee is required.
 
                            ------------------------
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
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   3
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
                     CROSS REFERENCE SHEET SHOWING LOCATION
                          IN PROSPECTUS OF INFORMATION
              REQUIRED BY ITEMS 1 THROUGH 23, PART I OF FORM SB-2

                   ITEM AND HEADING                           LOCATION IN PROSPECTUS
       -----------------------------------------     -----------------------------------------
                                               
  1.   Forepart of the Registration Statement        Outside Front Cover Page
       and
       Outside Front Cover Page of Prospectus
  2.   Inside Front and Outside Back                 Inside Front and Outside
       Cover Pages of Prospectus                     Back Cover Pages of Prospectus;
                                                     Description of Securities - Reports to
                                                     Stockholders
  3.   Summary Information, Risk Factors             Prospectus Summary; Risk Factors
  4.   Use of Proceeds                               Use of Proceeds
  5.   Determination of Offering Price               Outside Front Cover Page; Risk Factors;
                                                     Underwriting
  6.   Dilution                                      Dilution
  7.   Selling Security Holders                      Not Applicable
  8.   Plan of Distribution                          Underwriting
  9.   Legal Proceedings                             Business -- Litigation
 10.   Directors, Executive Officers                 Management
       Promoters and/Control Persons
 11.   Security Ownership of Certain                 Security Ownership of Certain
       Beneficial Owners and Management              Beneficial Owners and Management
 12.   Description of the Securities                 Description of the Securities
 13.   Interest of Named Experts and Counsel         Not Applicable
 14.   Disclosure of Commission Position on          Management -- Indemnification of Officers
       Indemnification for Securities Act            and Directors and Limitation on Director
       Liabilities                                   Liability
 15.   Organization Within Last Five Years           Not Applicable
 16.   Description of Business                       Prospectus Summary; Business
 17.   Management's Discussion and Analysis          Management's Discussion and Analysis of
       or Plan of Operation                          Financial Condition and Results of
                                                     Operations
 18.   Description of Property                       Business -- Facilities
 19.   Certain Relationships and Related             Certain Transactions
       Transactions
 20.   Market for Common Equity and Related          Description of Securities
       Stockholder Matters
 21.   Executive Compensation                        Management
 22.   Financial Statements                          Consolidated Financial Statements
 23.   Changes in and Disagreements with             Not Applicable
       Accountants on Accounting and
       Financial Disclosure

   4
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.

    PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 1996
    
                       INTEGRATED SURGICAL SYSTEMS, INC.
                      1,500,000 SHARES OF COMMON STOCK AND
              1,500,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

     This Prospectus relates to an offering (the "Offering") by Integrated
Surgical Systems, Inc. (the "Company") of 1,500,000 shares of common stock, par
value $.01 per share (the "Common Stock"), and 1,500,000 redeemable Common Stock
purchase warrants (the "Warrants") through Rickel & Associates, Inc. (the
"Representative") and Aegis Capital Corp. ("Aegis") (each an "Underwriter" and,
collectively, the "Underwriters"). The shares of Common Stock and the Warrants
offered hereby may be purchased separately and the Warrants will be transferable
separately after issuance. The Common Stock is being offered at $6.00 per share
and the Warrants at $.10 per Warrant.

   
     Each Warrant entitles the registered holder thereof to purchase one share
of Common Stock at an exercise price of $7.00 per share, subject to adjustment
in certain events, at any time commencing 12 months after the date the
Registration Statement of which this Prospectus forms a part is declared
effective by the Securities and Exchange Commission (the "Effective Date"), or
earlier upon notice of redemption as provided below, and expiring on the fifth
anniversary of the Effective Date. The Warrants are subject to redemption by the
Company at $.10 per Warrant at any time commencing 12 months after the Effective
Date (or earlier with the prior written consent of the Representative), on not
less than 30 days prior written notice to the holders of the Warrants, provided
the average of the closing bid quotations of the Common Stock, during the period
of 20 consecutive trading days ending on the third day prior to the date on
which the Company gives notice of redemption, is at least 150% of the then
current exercise price of the Warrants (initially, $10.50 per share). The
Warrants will be exercisable until the close of business on the day immediately
preceding the date fixed for redemption. See "Description of Securities --
Warrants." The Company has applied for quotation of the Common Stock and the
Warrants on The NASDAQ SmallCap Market under the trading symbols "RDOC" and
"RDOCW," respectively. The Company also has applied for listing of the Common
Stock and the Warrants on The Pacific Stock Exchange. There can be no assurance
that such listing will be obtained.

   
     Prior to the Offering, there has been no public market for the Common Stock
or the Warrants, and there can be no assurance that any such market for the
Common Stock or the Warrants will develop after the closing of the Offering or
that, if developed, it will be sustained. The offering prices of the Common
Stock and the Warrants and the initial exercise price and other terms of the
Warrants were established by negotiation between the Company and the
Underwriters and do not necessarily bear any direct relationship to the
Company's assets, earnings, book value per share or other generally accepted
criteria of value.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
  RISK. ONLY INVESTORS WHO CAN BEAR THE RISK OF LOSS OF THEIR ENTIRE
     INVESTMENT SHOULD INVEST. FOR A DESCRIPTION OF CERTAIN RISKS REGARDING
      AN INVESTMENT IN THE COMPANY AND IMMEDIATE SUBSTANTIAL DILUTION,
        SEE "RISK FACTORS" COMMENCING ON PAGE 10 AND "DILUTION" ON PAGE
        23.
    
                            ------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
    EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
       COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
          ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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                                          PRICE TO       UNDERWRITING DISCOUNTS     PROCEEDS TO
                                           PUBLIC          AND COMMISSIONS(1)       COMPANY(2)
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Per Share.............................       $6.00                $.57                 $5.43
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Per Warrant...........................       $.10                $.0095               $.0905
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Total(3)..............................    $9,150,000            $869,250            $8,280,750
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                                                    (footnotes appear on page 3)

RICKEL & ASSOCIATES, INC.                                    AEGIS CAPITAL CORP.
    
           THE DATE OF THIS PROSPECTUS IS                     , 1996.
   5
 
                    [TO BE LOCATED ON INSIDE OF FRONT COVER]
 
                                     [LOGO]
 
                                    [PHOTO]
 
Integrated Surgical System's first product, ROBODOC(R) Surgical Assistant
System, has been used safely on over 425 patients worldwide for total hip
replacement. (Actual operating room photo.)
 
                            ------------------------

ROBODOC(R) and ORTHODOC(R) are registered trademarks of Integrated Surgical
Systems, Inc. All other trademarks appearing in this Prospectus are the property
of their respective holders.
    
   6
 
- ---------------

     (1) Does not include additional compensation to the Underwriters consisting
         of (i) a non-accountable expense allowance payable to the
         Representative equal to 2.75% of the gross proceeds of the Offering, of
         which $50,000 has been paid by the Company to date, (ii) warrants (the
         "Underwriters' Warrants") entitling the Underwriters to purchase up to
         150,000 shares of Common Stock and 150,000 Warrants, and (iii) a
         financial consulting agreement with the Representative for 12 months
         from the closing of the Offering at an annual fee of $35,000, all of
         which is payable at the closing of the Offering. The Company has agreed
         to pay the Representative, under certain circumstances, a warrant
         solicitation fee of 5% of the exercise price for each Warrant
         exercised. The Company has also agreed to indemnify the Underwriters
         against certain civil liabilities, including those arising under the
         Securities Act. See "Underwriting."

   
     (2) After deducting discounts and commissions payable to the Underwriters,
         but before payment of the Representative's non-accountable expense
         allowance ($251,625, or $289,369 if the Underwriters' Over-Allotment
         Option is exercised in full), the consulting fee ($35,000) and the
         other expenses of the Offering (estimated at $513,375) payable by the
         Company. See "Underwriting."

   
     (3) The Company has granted the Underwriters an option, exercisable for a
         period of 45 days after the closing of the Offering, to purchase up to
         an additional 15% of the Common Stock and/or Warrants, upon the same
         terms and conditions solely for the purpose of covering
         over-allotments, if any (the "Underwriters' Over-Allotment Option"). If
         the Underwriters' Over-Allotment Option is exercised in full, the Total
         Price to Public, Underwriting Discounts and Commissions and Proceeds to
         Company will be $10,522,500, $999,638 and $9,522,862, respectively. See
         "Underwriting."

   
     The Common Stock and Warrants are being offered by the Underwriters on a
firm commitment basis, subject to prior sale, when, as and if delivered to the
Underwriters and subject to certain conditions. Subject to the provisions of the
underwriting agreement between the Underwriters and the Company, the
Underwriters reserve the right to withdraw, cancel or modify the Offering and to
reject any order in whole or in part. It is expected that delivery of
certificates will be made against payment therefor at the office of the
Representative, 875 Third Avenue, New York, New York 10022, on or about
                    , 1996.

   
     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AND THE WARRANTS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.

                                        3
   7

     NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAD BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN
JURISDICTIONS IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                            ------------------------
 
                               TABLE OF CONTENTS

                                        PAGE
                                        ----
                                     
Prospectus Summary....................    5
Risk Factors..........................   10
Use of Proceeds.......................   21
Capitalization........................   22
Dilution..............................   23
Dividend Policy.......................   24
Selected Financial Information........   25
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................   26
Glossary..............................   30
Business..............................   31
Management............................   43
Certain Transactions..................   50
Security Ownership of Certain
  Beneficial Owners and Management....   52
Description of Securities.............   54
Underwriting..........................   59
Legal Matters.........................   60
Experts...............................   61
Additional Information................   61
Index to Financial Statements.........  F-1

 
                            ------------------------
 
     UNTIL                     , 1996, (25 DAYS AFTER THE EFFECTIVE DATE) ALL
DEALERS EFFECTING TRANSACTIONS IN
THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION,
MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION
OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
                            ------------------------

TO INVEST IN THESE SECURITIES A CALIFORNIA RESIDENT MUST HAVE, AS A MINIMUM,
EITHER (I) A NET WORTH OF $250,000, EXCLUSIVE OF HOME, HOME FURNISHINGS AND
AUTOMOBILES, AND $65,000 OF GROSS INCOME DURING THE LAST TAX YEAR AND ESTIMATED
GROSS INCOME OF $65,000 FOR THE CURRENT TAX YEAR OR (II) A NET WORTH OF
$500,000, EXCLUSIVE OF HOME, HOME FURNISHINGS AND AUTOMOBILES.

                            ------------------------
 
     On the Effective Date, the Company will become subject to the reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and,
in accordance therewith, will file reports, proxy and information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy and information statements and other
information can be inspected and copied at the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional offices: New York Regional Office,
Suite 1300, 7 World Trade Center, New York, New York 10048, and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and
copies of such material may also be obtained from the Public Reference Section
of the Commission at prescribed rates. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically. The Company
intends to furnish its stockholders with annual reports containing audited
financial statements and such other reports as the Company deems appropriate or
as may be required by law.
 
                                        4
   8
 
                               PROSPECTUS SUMMARY

     The following summary is qualified in its entirety by the more detailed
information, financial statements and the notes thereto appearing elsewhere in
this Prospectus. Unless otherwise indicated or the context otherwise requires,
all share and per share data and information in this Prospectus relating to the
number of shares of Common Stock outstanding give effect to a one-for-five
reverse stock split with respect to the Company's capital stock effected on
December 20, 1995, and a one-for-1.479586 reverse stock split with respect to
the Common Stock to be effected prior to the Effective Date, and assumes that
the Underwriters' Over-Allotment Option is not exercised. See the "Glossary"
appearing at page 30 of this Prospectus for the definitions of certain technical
terms used herein.

                                  THE COMPANY
 
     Integrated Surgical Systems, Inc. (the "Company") develops, manufactures,
markets and services image-directed, computer-controlled robotic products for
surgical applications. The Company's principal product is the ROBODOC(R)
Surgical Assistant System (the "ROBODOC System"), consisting of a
computer-controlled surgical robot and the Company's ORTHODOC(R) Presurgical
Planner (the "ORTHODOC"). The ROBODOC System has been used for primary total hip
replacement ("THR") surgery on over 425 patients worldwide. The Company believes
its "active" robotic system is the only available system that can accurately
perform key segments of surgical procedures with precise tolerances generally
not attainable by traditional manual surgical techniques. The ROBODOC System
also allows the surgeon to prepare a preoperative plan specifically designed to
the characteristics of the individual patient's anatomy. The technology for the
ROBODOC System was initially developed at the University of California, Davis,
in collaboration with International Business Machines Corporation ("IBM"). Upon
completion of the Offering, IBM will retain rights to acquire approximately 27%
of the outstanding Common Stock on a fully diluted basis.
 
     The ORTHODOC is a computer workstation that utilizes the Company's
proprietary software for preoperative surgical planning. The ORTHODOC is
included as part of the ROBODOC System and may be marketed separately by the
Company. The ORTHODOC converts computerized tomography ("CT") scan data of a
patient's femur (i.e., thigh bone) into three-dimensional images, and through a
graphical user interface allows the surgeon to examine the bone more thoroughly
and to select the optimal implant for the patient using a built-in library of
available implants. A tape of the planned surgical procedure, developed by the
ORTHODOC, guides the surgical robot arm of the ROBODOC System to accurately mill
a cavity in the bone, thus allowing the surgeon to properly orient and align the
implant. Published scientific data demonstrate that as a result of the precise
milling of a cavity, the ROBODOC System achieves over 95% bone-to-implant
contact, as compared to an average of 20% bone-to-implant contact when surgery
is performed manually.
 
     THR surgery involves the insertion of an implant or metal prosthesis into a
cavity created in the patient's femur. Precise fit and correct alignment of the
implant within the femoral cavity are important for the long-term success of THR
surgery. In conventional THR surgery, a bone cavity is cut in the shape of the
implant manually with metal tools, and the surgical plan, including the
selection of the size and shape of the implant, is generally formulated based
upon patient data obtained from two-dimensional x-ray images of the patient's
femur. Based upon clinical experience to date at sites collecting applicable
data for THR surgeries performed with the ROBODOC System, patients have become
weight-bearing in a shorter period, intraoperative fractures have been
dramatically reduced (no intraoperative fractures have resulted from THR
surgeries performed with the ROBODOC system to date) and the Company believes
fewer hip revision surgeries (implant replacements) may be necessary, as
compared to primary THR surgery performed manually.

     The Company will seek to establish itself as a leading provider of
innovative image-directed, computer-controlled robotic technologies worldwide,
initially for orthopaedic applications and subsequently for non-orthopaedic
surgical applications. The Company's business strategy is to concentrate its
marketing and sales efforts on selling the ROBODOC System throughout Europe over
the next three years. The Company will thereby attempt to establish an installed
customer base in Europe and other foreign markets through the sale of its
ROBODOC System, and offer its customers separate software packages for each new
orthopaedic application if, as and when developed by the Company. Consequently,
the Company's customers would be

                                        5
   9
 
able to use the ROBODOC System as the platform for performing a variety of
orthopaedic surgical procedures without incurring significant additional
hardware costs. The Company also plans to further exploit its image-directed
robotics technology by incorporating additional imaging modalities for
presurgical planning, including ultrasound (which is less expensive than CT) and
magnetic resonance imaging (which unlike CT does not involve the risk of
radiation). The Company also intends to develop an active robotic system capable
of performing non-orthopaedic surgical procedures.
 
     The Company has commenced marketing the ROBODOC System in Western Europe,
through direct marketing and arrangements with implant manufacturers. The
Company has been notified by Technische Ubermachtungs Verein ("TUV"), a testing
body in Germany, that the ROBODOC System has met the requirements of the
European Directives, thus allowing the Company to use the European Conforming
Mark (the "CE Mark") and distribute the ROBODOC System throughout the European
Community. During the six months ended June 30, 1996, the Company realized
revenues of approximately $1,064,000 from the initial commercial sales of the
ROBODOC System (including related consumables) in Europe, and at June 30, 1996,
the Company had signed purchase orders for ROBODOC Systems of approximately
$1,300,000.
 
     The Company is developing a software package, in collaboration with IBM and
Johns Hopkins University, for surgery to replace loose or otherwise failed hip
implants (the "hip revision application") using the ROBODOC System. The Company
plans to commence clinical trials of the hip revision application in Europe
before the end of 1996. Upon completion of the clinical trials, the Company
intends to offer software for the hip revision application to its customers. The
development of the hip revision application is being funded in part by a grant
from the National Institute for Standards and Technology (Advanced Technology
Program) of the United States Department of Commerce.
 
     Neither the ROBODOC System nor the ORTHODOC can be marketed in the United
States until clearance or approval is obtained from the U.S. Food and Drug
Administration ("FDA"). The Company intends to file a pre-market approval
application ("PMA") with the FDA in the second quarter of 1997 for approval to
market the ROBODOC System in the United States. The Company does not expect to
commence marketing the ROBODOC System in the United States before 1999, subject
to prior FDA approval. The Company filed a 510(k) pre-market notification for
the ORTHODOC as a stand-alone device in February 1996, and subject to prior FDA
clearance, expects to commence marketing the ORTHODOC in the United States
before the end of 1996.
 
     The Company was incorporated under the laws of the State of Delaware on
October 1, 1990. The Company's offices are located at 829 West Stadium Lane,
Sacramento, California 95834, and its telephone number is (916) 646-3487.
 
                                        6
   10
 
                                  THE OFFERING

                                             
Securities Offered..........................    1,500,000 shares of Common Stock and
                                                1,500,000 Warrants. Each Warrant entitles
                                                the holder thereof to purchase one share of
                                                Common Stock at an exercise price of $7.00
                                                per share, subject to adjustment in certain
                                                events. The Common Stock and the Warrants
                                                are separately tradeable and transferable.
                                                See "Description of Securities" and
                                                "Underwriting."
Offering Price..............................    $6.00 per share of Common Stock and $.10 per
                                                Warrant
Common Stock Outstanding:
  Prior to the Offering(1)..................    1,776,864 shares of Common Stock
  After the Offering(1)(2)..................    3,276,864 shares of Common Stock
Warrants Outstanding after
  the Offering(3)...........................    1,500,000 Warrants
Terms of Warrants:
  Exercise price............................    $7.00 per share, subject to adjustment in
                                                certain events. See "Description of
                                                Securities -- Warrants."
  Exercise period...........................    Any time during the period commencing
                                                                 , 1997 [12 months after the
                                                Effective Date] or earlier upon notice of
                                                redemption as provided below) and ending
                                                                 , 2001 [five years after
                                                the Effective Date].
  Redemption................................    Redeemable by the Company at a price of $.10
                                                per Warrant upon not less than 30 days prior
                                                written notice to the holders of the
                                                Warrants at any time commencing
                                                                 , 1997 [12 months after the
                                                Effective Date] (or earlier with the prior
                                                written consent of the Representative), and
                                                prior to their expiration, provided that the
                                                average of the closing bid quotations of the
                                                Common Stock on The Nasdaq SmallCap Market
                                                (or if not quoted thereon, the average of
                                                the closing sale prices of the Common Stock
                                                on the principal securities exchange,
                                                including the Nasdaq National Market, on
                                                which the Common Stock is then traded),
                                                during the period of 20 consecutive trading
                                                days ending on the third day prior to the
                                                date on which the Company gives notice of
                                                redemption, has been at least 150% of the
                                                then current exercise price of the Warrants
                                                (initially, $10.50 per share). See
                                                "Description of Securities -- Warrants."
Use of Proceeds.............................    The net proceeds of this Offering,
                                                aggregating approximately $7,480,750, will
                                                be used (i) for product development, (ii)
                                                for sales and marketing, and (iii) for
                                                working capital and general corporate
                                                purposes. See "Use of Proceeds."

 
                                        7
   11

                                             
Risk Factors................................    The securities offered hereby involve a high
                                                degree of risk and immediate substantial
                                                dilution to new investors. Only investors
                                                who can bear the loss of their entire
                                                investment should invest. See "Risk Factors"
                                                and "Dilution."
Proposed Nasdaq SmallCap
  Market Symbols............................    Common Stock -- RDOC; Warrants -- RDOCW
Pacific Stock Exchange Listing..............    Application has been made to list the Common
                                                Stock and Warrants on the Pacific Stock
                                                Exchange. There can be no assurance that
                                                such application will be approved or that
                                                trading, if commenced, will continue.

 
- ---------------

(1) Gives effect to the automatic conversion of the outstanding shares of Series
    D Preferred Stock into 1,039,792 shares upon consummation of the sale of the
    shares of Common Stock and Warrants offered hereby (the "Closing"). Does not
    include (i) 2,274,066 shares of Common Stock issuable upon exercise of
    outstanding warrants, including (A) shares issuable upon exercise of
    outstanding warrants to purchase Series D Preferred Stock (the "Series D
    Warrants"), at an exercise price of $0.01 per share, which will become
    exercisable for 2,079,584 shares of Common Stock following the automatic
    conversion of the Series D Preferred Stock at the Closing, and (B) 194,482
    shares issuable upon exercise of outstanding warrants, at exercise prices
    ranging from $0.01 to $0.07 per share, and (ii) 949,070 shares of Common
    Stock issuable upon exercise of outstanding options granted pursuant to the
    Company's stock option plans, at exercise prices ranging from $0.07 to $7.84
    per share. See "Management -- Stock Option Plan," "Certain Transactions" and
    "Description of Securities -- Warrants."

   
(2) Does not include (i) 1,500,000 shares reserved for issuance upon exercise of
    the Warrants, (ii) 450,000 shares of Common Stock reserved for issuance upon
    exercise of the Underwriters' Over-Allotment Option and the Warrants
    included therein, and (iii) 300,000 shares reserved for issuance upon
    exercise of the Underwriters' Warrants and the Warrants included therein.
    See "Description of Securities -- Warrants" and
    "Underwriting -- Underwriters' Warrants."

   
(3) Does not include (i) 225,000 Warrants reserved for issuance upon exercise of
    the Underwriters' Over-Allotment Option, (ii) 150,000 Warrants reserved for
    issuance upon exercise of the Underwriters' Warrants, and (iii) outstanding
    warrants to purchase 2,274,066 shares of Common Stock, including the Series
    D Warrants which will become exercisable for Common Stock following the
    automatic conversion of the Series D Preferred Stock into Common Stock at
    the Closing. See "Underwriting -- Underwriters' Warrants."

                                        8
   12
 
                 SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
 
     The summary financial information set forth below is derived from and
should be read in conjunction with the Company's consolidated financial
statements, including the notes thereto, appearing elsewhere in this Prospectus.
 
STATEMENT OF OPERATIONS DATA:

                                              YEAR ENDED DECEMBER 31,       SIX MONTHS ENDED JUNE
                                                                                     30,
                                              ------------------------     ------------------------
                                                 1994          1995           1995          1996
                                              ----------    ----------     ----------    ----------
                                                                             
Net sales...................................    $289,047      $174,521        $76,289    $1,064,206
Gross profit................................      85,191       104,342         46,142       605,723
Operating loss..............................  (4,608,396)   (3,925,730)    (1,960,123)   (1,505,700)
Net loss....................................  (4,840,385)   (4,053,528)    (1,970,292)   (1,491,118)
Net loss applicable to common shares........  (5,796,959)   (4,989,853)    (2,448,579)   (1,491,118)
Net loss per common and common share
  equivalent................................      ($1.35)       ($1.16)        ($0.57)       ($0.33)
Shares used in per share calculations(1)....   4,291,444     4,298,268      4,292,288     4,497,070

 
BALANCE SHEET DATA:

                                                                    JUNE 30, 1996
                                                          ---------------------------------
                                                                                PRO FORMA
                                                                                    AS
                                                             ACTUAL            ADJUSTED(2)
                                                          ------------         ------------
                                                                         
Working capital............................                 $1,735,668           $9,216,418
Total assets...............................                  2,847,953           10,328,703
Accumulated deficit........................                (17,143,100)         (17,143,100)
Stockholders' equity.......................                  2,022,903            9,503,653

- ---------------
 
(1) See Note 2 of notes to consolidated financial statements for an explanation
    of the determination of the number of shares used in computing net loss per
    share.

(2) Gives effect to (i) the automatic conversion of the outstanding shares of
    Series D Preferred Stock into 1,039,792 shares at the Closing, and (ii) the
    issuance and sale of 1,500,000 shares of Common Stock and 1,500,000 Warrants
    offered hereby and the application of the estimated net proceeds from the
    sale thereof. See "Use of Proceeds." Does not include (i) 2,859,025 shares
    of Common Stock issuable upon exercise of outstanding warrants, including
    (A) shares issuable upon exercise of the Series D Warrants, at an exercise
    price of $0.01 per share, which will become exercisable for 2,079,584 shares
    of Common Stock following the automatic conversion of the Series D Preferred
    Stock at the Closing, (B) 194,482 shares issuable upon exercise of
    outstanding warrants, at exercise prices ranging from $0.01 to $0.07 per
    share, (C) warrants to purchase 528,178 shares, at an exercise price of
    $0.74 per share, which were exercised by delivery of shares of Common Stock
    in payment of the warrant exercise price on August 25, 1996, resulting in
    the net issuance of 463,054 shares of Common Stock, and (D) warrants to
    purchase 56,781 shares, at an exercise price of $0.74 per share, which
    expired unexercised on August 30, 1996, (ii) 949,070 shares of Common Stock
    issuable upon exercise of outstanding options granted pursuant to the
    Company's stock option plans, at exercise prices ranging from $0.07 to $7.84
    per share, including 32,503 shares issuable upon exercise of options granted
    subsequent to June 30, 1996, (iii) the Underwriters' Over-Allotment Option,
    (iv) the Warrants and the Warrants included therein and (v) the
    Underwriters' Warrants and the Warrants included therein.

                                        9
   13
 
                                  RISK FACTORS
 
     The securities offered hereby are speculative and involve a high degree of
risk, including, but not limited to, the risk factors described below. Each
prospective investor should carefully consider the following risk factors before
making an investment decision.
 
     1.  HISTORY OF LOSSES; ACCUMULATED DEFICIT; ANTICIPATED FUTURE
LOSSES.  Since its inception, the Company has incurred losses. The Company
incurred a net loss of approximately $4,054,000 (on net sales of approximately
$175,000) for its fiscal year ended December 31, 1995 and a net loss of
approximately $4,840,000 (on net sales of approximately $289,000) for its fiscal
year ended December 31, 1994. In addition, the Company incurred a net loss of
approximately $1,491,000 (on net sales of approximately $1,064,000) for the six
months ended June 30, 1996, as compared to a net loss of approximately
$1,970,000 (on net sales of approximately $76,000), for the six months ended
June 30, 1995. At June 30, 1996, the Company's accumulated deficit was
approximately $17,143,000 as a result of continuing losses. The Company expects
to continue to incur operating losses until such time, if ever, as it derives
significant revenues from the sale of its products. The Company's ability to
operate profitably depends upon market acceptance of the ROBODOC System, the
development of an effective sales and marketing organization, and the
development of new products and improvements to existing products. There can be
no assurance that the Company will obtain FDA approval to market the ROBODOC
System in the United States or that the ROBODOC System will achieve market
acceptance in the United States, Europe and other foreign markets to generate
sufficient revenues to become profitable.

     2.  INDEPENDENT AUDITORS' "GOING CONCERN" EXPLANATORY PARAGRAPH.  The
Company's independent auditors have included an explanatory paragraph in their
report on the Company's financial statements for the year ended December 31,
1995, which indicates there is substantial doubt about the Company's ability to
continue as a going concern due to the Company's need to generate cash from
operations and obtain additional financing. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Report of
Independent Auditors on the Company's Consolidated Financial Statements"
appearing at page F-2 of this Prospectus.

   
     3.  LIMITED OPERATING HISTORY.  Although the Company commenced operations
in October 1990, its operations have consisted primarily of the development and
clinical testing of the ORTHODOC and the ROBODOC System, the organization of its
manufacturing facility, the hiring of key personnel and the formulation of a
plan for marketing the ROBODOC System in Europe. Although the Company has
commenced marketing the ROBODOC System in Europe, it has engaged only in
clinical testing of the ROBODOC System in the United States, and the Company's
ability to market its products in the United States is dependent upon FDA
approval. See "Risk Factors -- Government Regulation." Accordingly, the Company
must be evaluated in light of the uncertainties, delays, difficulties and
expenses commonly experienced by companies in the early operating stage, which
generally include unanticipated problems and additional costs relating to the
development and testing of products, regulatory compliance, commencement of
production, marketing and product introduction, and competition. Many of these
factors may be beyond the Company's control, including but not limited to,
unanticipated results of product tests requiring modification in product design,
changes in applicable government regulations or the interpretation thereof,
market acceptance of the Company's products and development of competing
products by others. In addition, the Company's future performance also will be
subject to other factors beyond the Company's control, including general
economic conditions and conditions in the healthcare industry or targeted
commercial markets.

   
     4.  LENGTHY SALES CYCLE.  Since the purchase of a ROBODOC System represents
a significant capital expenditure for a customer, the placement of orders may be
delayed due to customers' internal procedures to approve large capital
expenditures. The Company anticipates that the period between initial contact of
a customer for the ROBODOC System and submission of a purchase order by that
customer could be as long as 9 to 12 months. Furthermore, the current lead time
required by the supplier of the robot is four (4) months after receipt of the
order. Although the Company generally intends to require a deposit upon receipt
of an order for the ROBODOC System, the Company may be required to expend
significant cash resources to fund its operations until the balance of the
purchase price is paid. Accordingly, a significant portion of the sales

                                       10
   14
 
price of a ROBODOC System may not be recognized until a fiscal quarter
subsequent to the fiscal quarter in which the Company incurred marketing and
sales expenses associated with that order. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Consolidated
Financial Statements."
 
     5.  CHALLENGES OF GROWTH.  The Company intends to use a portion of the net
proceeds of this Offering to hire and retain sales and marketing, research and
development and technical personnel to increase and support sales of ROBODOC
Systems and to develop additional surgical applications for the ROBODOC System.
See "Use of Proceeds." The anticipated growth of the Company will likely result
in new and increased responsibilities for management personnel and place
significant strain upon the Company's management, operating and financial
systems and resources. To accommodate such growth and compete effectively, the
Company must continue to implement and improve its operational, financial and
management procedures and controls, as well as management information systems,
procedures and controls, and to expand, train, motivate and manage its
personnel. There can be no assurance that the Company's personnel, systems,
procedures and controls will be adequate to support the Company's future
operations. Any failure to implement and improve the Company's operational,
financial and management systems, procedures or controls, or to expand, train,
motivate or manage employees could materially and adversely affect the Company's
business, financial condition and results of operations. See "Risk
Factors -- Dependence on Key Personnel," "Business -- Employees" and
"Management -- Directors, Executive Officers and Key Employees."
 
     6.  GOVERNMENT REGULATION.

     Summary.  The Company's products are subject to continued and pervasive
regulation by the FDA and foreign and state regulatory authorities. In the
United States, the Company must comply with food and drug laws and with
regulations promulgated by the FDA. These laws and regulations require the
Company's products to obtain various authorizations prior to being marketed in
the United States, and there is no assurance the Company's products will receive
these authorizations. The Company's facilities and manufacturing practices will
also be subject to FDA regulations. In each foreign market, the Company's
products may be subject to substantially different regulations. Failure to
comply with U.S. or applicable foreign regulations could have a material adverse
effect on the Company. See "Business -- Government Regulation."

   
     U.S. Regulation.  Pursuant to the Federal Food, Drug, and Cosmetic Act, as
amended, and regulations thereunder (collectively, the "FDC Act"), the FDA
regulates the clinical testing, manufacture, labeling, sale, distribution and
promotion of medical devices in the United States. Noncompliance with applicable
requirements can result in, among other things, fines, injunctions, civil
penalties, recall or seizure of products, total or partial suspension of
production, failure of the government to grant pre-market clearance or pre-
market approval for devices, withdrawal of marketing clearances or approvals,
and criminal prosecution. The FDA also has the authority to request recall,
repair, replacement or refund of the cost of any device manufactured or
distributed by the Company. Failure to comply with regulatory requirements,
including any future changes to such requirements, could have a material adverse
effect on the Company's business, financial condition and results of operation.
See "Business -- Government Regulation."

   
     Lengthy "Pre-Market" Approval Process for ROBODOC System.  Before a new
device can be introduced into the U.S. market, the manufacturer must obtain FDA
permission to market through either the 510(k) pre-market notification process
or the costlier, lengthier and less certain pre-market approval ("PMA")
application process. The Company intends to file a PMA in the second quarter of
1997 for approval to market the ROBODOC System in the United States. There can
be no assurance that the patient data from the U.S. clinical trials will be
adequate to support the Company's PMA application or that the FDA will not
require the Company to obtain additional clinical data to supplement the data
available from the Company's current study or require a new clinical study, any
of which would result in substantial additional delay and costs. Regardless of
whether the FDA requires additional clinical data, there can be no assurance
that the Company will submit a PMA application or receive FDA approval for the
ROBODOC System in a timely fashion, if at all. New surgical applications for the
ROBODOC System generally will require FDA approval of a PMA supplement or,
possibly, a new PMA. The Company is also likely to require additional FDA
approvals,

                                       11
   15

supported by additional clinical data, before incorporating new imaging
modalities such as ultrasound and MRI or other new technologies in the ROBODOC
System. See "Business -- Government Regulation."

   
     501(k) Notification for ORTHODOC.  In February 1996, the Company filed a
510(k) notification for the ORTHODOC as a stand-alone device and is preparing a
response to correspondence from the FDA in which the FDA stated that it could
not determine the ORTHODOC's substantial equivalence to legally marketed
predicate devices without certain additional information. There can be no
assurance that the FDA will consider the Company's response adequate or that the
ORTHODOC will receive 510(k) clearance in a timely fashion, or at all. See
"Business -- Government Regulation."

   
     No Assurance of Approvals; Subsequent Review of Approvals, Etc.  There can
be no assurance that any of the Company's current or future products will obtain
required FDA approvals on a timely basis, or at all, or that the Company will
have the necessary resources to obtain such approvals. If any of the Company's
products are not approved for use in the United States, the Company will be
limited to marketing them in foreign countries. Furthermore, approvals that have
been or may be granted are subject to continual review, and later discovery if
previously unknown problems may result in product labeling restrictions or
withdrawal of the product from the market. See "Business -- Government
Regulation."

   
     Requirement to Follow Good Manufacturing Practices.  Assuming the Company
obtains the necessary FDA approvals and clearances for its products, in order to
maintain such approvals and clearances the Company will be required, among other
things, to register its establishment and list its devices with the FDA and with
certain state agencies, maintain extensive records, report any adverse
experiences on the use of its products and submit to periodic inspections by the
FDA and certain state agencies. The FDC Act also requires devices to be
manufactured in accordance with good manufacturing practices ("GMP")
regulations, which impose certain procedural and documentation requirements upon
the Company with respect to manufacturing and quality assurance activities. The
FDA has proposed changes to the GMP regulations that, if finalized, would likely
increase the cost of complying with GMP requirements. See "Business --
Government Regulation."

   
     Foreign Regulation.  The introduction of the Company's products in foreign
markets will also subject the Company to foreign regulatory clearances, which
may be unpredictable and uncertain, and which may impose additional substantive
costs and burdens. The Company has been notified by TUV that the ROBODOC System
has met the requirements of the European Directors, thus allowing the Company to
use the CE Mark and distribute the ROBODOC System throughout the European
Community. Outside the European Community, international sales of medical
devices are subject to the regulatory requirements of each country. The
regulatory review process varies from country to country. In addition, many
countries (including countries within the European Community) also impose
product standards, packaging requirements, labeling requirements and import
restrictions on devices. No assurance can be given that any additional necessary
approvals or clearances for the Company's products will be granted on a timely
basis, or at all. See "Business -- Government Regulation."

   
     Adverse Effect of Delays or Loss of Approvals.  Delays in the receipt of,
or failure to receive, FDA approvals or clearances, or the loss of any
previously received approvals or clearances, or, limitations on intended use
imposed as a condition of such approvals or clearances, would have a material
adverse effect on the business, financial condition and results of operations of
the Company. See "Business -- Government Regulation."

     7.  DEPENDENCE ON PRINCIPAL PRODUCT.  The Company expects to derive most of
its revenues from sales of ROBODOC Systems. Accordingly, the Company's potential
future success and financial performance will depend almost entirely on its
ability to successfully market its ROBODOC Systems. If the Company is unable to
obtain the requisite regulatory approvals or to achieve commercial acceptance of
its ROBODOC System, the Company's business, financial condition and results of
operations will be materially and adversely affected. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
 
     8.  UNCERTAINTY OF MARKET ACCEPTANCE.  The Company's ability to
successfully commercialize its ROBODOC System will require substantial marketing
efforts and the expenditure of significant funds to
 
                                       12
   16
 
inform potential customers, including hospitals and physicians, of its
distinctive characteristics and the advantages of using the ROBODOC System
instead of traditional orthopaedic surgical tools and procedures. Since the
ROBODOC System employs innovative technology, rather than being an improvement
of existing technology, and represents a substantial capital expenditure, the
Company expects to encounter resistance to change, which it must overcome to
successfully market its products. Failure of the ROBODOC System to achieve
significant market acceptance would materially and adversely affect the
Company's business, financial condition and results of operations.

     9.  COMPETITION.  The principal competition for the ROBOCOC System is
manual surgery performed by orthopaedic surgeons, using surgical power tools and
manual devices. The providers of these instruments are the major orthopaedic
companies, which include Howmedica (a division of Pfizer), located in New York;
Zimmer ( a division of Bristol-Myers Squibb), located in Indiana; Johnson &
Johnson, located in New Jersey; DePuy (a division of Boehringer-Manheim),
located in Indiana; Biomet, located in Indiana; and Osteonics (a division of
Stryker), located in New Jersey. There are companies in the medical products
industry, particularly the major orthopaedic companies, capable of developing
and marketing computer-controlled robotic systems for surgical applications,
many of whom have significantly greater financial, technical, manufacturing,
marketing and distribution resources than the Company, and have established
reputations in the medical device industry. Furthermore, there can be no
assurance that IBM or the University of California, which developed the
technology for the Company's active surgical robot and hold patents relating
thereto, will not enter the market or license the technology to other companies.
There can be no assurance that future competition will not have a material
adverse effect on the Company's business. The cost of the ROBODOC System
represents a significant capital expenditure for a customer and accordingly may
discourage purchases by certain customers. See "Business -- Competition."

     10.  UNCERTAINTY REGARDING PATENTS AND PROTECTION OF PROPRIETARY
TECHNOLOGY.

     Summary.  Certain technology underlying the Company's products is the
subject of one United States patent issued to IBM, which IBM has agreed not to
enforce against the manufacture and sale of the Company's products, and two
patent applications by the Company, the outcome of which applications is
uncertain. Third party claims to the technology used in the Company's products
could, if valid, require the Company to obtain licenses to the technology; those
licenses may not be available on acceptable terms. Certain pending U.S.
legislation could limit patent protection in connection with certain medical
procedures. The technology used in the Company's products could be (a) disclosed
by Company employees despite their confidentiality obligations to the Company or
(b) independently developed or otherwise acquired by potential competitors. See
"Business -- Patents and Proprietary Rights."

   
     General.  The Company's ability to compete successfully may depend, in
part, on its ability to obtain and protect patents, protect trade secrets and
operate without infringing the proprietary rights of others. The Company's
policy is to seek to protect its proprietary position by, among other methods,
filing U.S. and foreign patent applications relating to its technology,
inventions and improvements that are important to the development of its
business. The Company has filed two patent applications, and is preparing for
filing additional patent applications covering various aspects of its
technology. In addition, IBM has agreed not to assert infringement claims
against the Company with respect to an IBM patent relating to robotic medical
technology, to the extent such technology is used in the Company's products.
Significant portions of the ROBODOC System and ORTHODOC software are protected
by copyrights. IBM has granted the Company a royalty-free license for the
underlying software code for the ROBODOC System. See "Business -- Patents and
Proprietary Rights."

   
     There can be no assurance that the Company's pending or future patent
applications will mature into issued patents, or that the Company will continue
to develop its own patentable technologies. Further, there can be no assurance
that any patents that may be issued in the future will effectively protect the
Company's technology or provide a competitive advantage for the Company's
products or will not be challenged, invalidated, or circumvented in the future.
In addition, there can be no assurance that competitors, many of which have
substantially more resources than the Company and have made substantial
investments in competing technologies, will not obtain patents that will
prevent, limit or interfere with the Company's ability

                                       13
   17

to make, use or sell its products either in the United States or
internationally. See "Business -- Patents and Proprietary Rights."

   
     Secrecy of Patent Applications Until Patents Issued.  Patent applications
in the United States are maintained in secrecy until patents issue, and patent
applications in foreign countries are maintained in secrecy for a period after
filing. Publication of discoveries in the scientific or patent literature tends
to lag behind actual discoveries and the filing of related patent applications.
Patents issued and patent applications filed relating to medical devices are
numerous and there can be no assurance that current and potential competitors
and other third parties have not filed or in the future will not file
applications for, or have not received or in the future will not receive,
patents or obtain additional proprietary rights relating to products or
processes used or proposed to be used by the Company. See "Business -- Patents
and Proprietary Rights."

   
     Lack of Infringement Study.  The Company's patent counsel has not
undertaken any infringement study to determine if the Company's products and
pending patent applications infringe on other existing patents. The medical
device industry has been characterized by substantial competition and litigation
regarding patent and other proprietary rights. The Company intends to vigorously
protect and defend its patents and other proprietary rights relating to its
proprietary technology. Litigation alleging infringement claims against the
Company (with or without merit), or instituted by the Company to enforce patents
and to protect trade secrets or know-how owned by the Company or to determine
the enforceability, scope and validity of the proprietary rights of others, is
costly and time consuming. If any relevant claims of third-party patents are
upheld as valid and enforceable in any litigation or administrative proceedings,
the Company could be prevented from practicing the subject matter claimed in
such patents, or could be required to obtain licenses from the patent owners of
each patent, or to redesign its products or processes to avoid infringement.
There can be no assurance that such licenses would be available or, if
available, would be available on terms acceptable to the Company or that the
Company would be successful in any attempt to redesign its products or processes
to avoid infringement. Accordingly, an adverse determination in a judicial or
administrative proceeding or failure to obtain necessary licenses could prevent
the Company from manufacturing and selling its products, which would have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business -- Patents and Proprietary Rights."

   
     Possible Restrictive Federal Legislation.  Legislation is pending in
Congress that may limit the ability of medical device manufacturers in the
future to obtain patents on surgical and medical procedures that are not
performed by, or as part of, devices or compositions which are themselves
patentable. While the Company cannot predict whether the legislation will be
enacted, or precisely what limitations will result from the law if enacted, any
limitation or reduction in the patentability of medical and surgical methods and
procedures could have a material adverse effect on the Company's ability to
protect its proprietary methods and procedures. See "Business -- Patents and
Proprietary Rights."

   
     Possibility of Disclosure or Discovery of Proprietary
Information.  Although the Company requires each of its employees, consultants,
and advisors to execute confidentiality and assignment of inventions and
proprietary information agreements in connection with their employment,
consulting or advisory relationships with the Company, there can be no assurance
that these agreements will provide effective protection for the Company's
proprietary information in the event of unauthorized use or disclosure of such
information. Furthermore, no assurance can be given that competitors will not
independently develop substantially equivalent proprietary information and
techniques or otherwise gain access to the Company's proprietary technology, or
that the Company can meaningfully protect its rights in unpatented proprietary
technology. See " Business -- Patents and Proprietary Rights."

     11.  PRODUCT LIABILITY.  The manufacture and sale of medical products
exposes the Company to the risk of significant damages from product liability
claims. The Company maintains product liability insurance in amounts that it
believes are adequate to protect against foreseeable risks. In addition, in
connection with the sale of ROBODOC Systems, the Company enters into
indemnification agreements with its customers pursuant to which the customers
indemnify the Company against any claims against it arising from improper use of
the ROBODOC System. However, there can be no assurance that the coverage limits
of the Company's insurance policies will be adequate, that the Company will
continue to be able to procure and maintain such
 
                                       14
   18
 
insurance coverage, that such insurance can be maintained at acceptable costs,
or that customers will be able to satisfy indemnification claims. Although the
Company has not experienced any product liability claims to date, a successful
claim brought against the Company in excess of its insurance coverage could have
a materially adverse effect on the Company's business, financial condition and
results of operations. See "Business -- Product Liability."
 
     12.  LIMITED MANUFACTURING EXPERIENCE.  The Company's success will depend
in part on its ability to manufacture its products in a timely, cost-effective
manner and in compliance with GMPs, and manufacturing requirements of other
countries, including the International Standards Organization ("ISO") 9000
standards and other regulatory requirements. The manufacture of the Company's
products is a complex operation involving a number of separate processes and
components. The Company's manufacturing activities to date have consisted
primarily of manufacturing limited quantities of systems for use in clinical
trials and a limited number of systems for commercial sale. The Company does not
have experience in manufacturing its products in the commercial quantities that
might be required. Furthermore, as a condition to receipt for PMA approval, the
Company's facilities, procedures and practices will be subject to pre-approval
and ongoing GMP inspections by FDA.
 
     Manufacturers often encounter difficulties in scaling up manufacturing of
new products, including problems involving product yields, quality control and
assurance, component and service availability, adequacy of control policies and
procedures, lack of qualified personnel, compliance with FDA regulations, and
the need for further FDA approval of new manufacturing processes and facilities.
There can be no assurance that manufacturing yields, costs or quality will not
be adversely affected as the Company seeks to increase production, and any such
adverse effect could materially and adversely affect the Company's business,
financial condition and results of operations. See "Business -- Manufacturing."

     13.  DEPENDENCE ON SUPPLIER FOR ROBOT.  Although the Company has multiple
sources for most of the components, parts and assemblies used in the ROBODOC
System, the Company is dependent on Sankyo Seiki of Japan for the robot.
Alternatives to the robot are commercially available with appropriate hardware
modifications and engineering effort. If the Company were no longer able to
obtain the robot from its supplier, there can be no assurance that the delays
resulting from the required hardware modifications or engineering effort to
adapt alternative components would not have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business -- Manufacturing."

     14.  RELIANCE ON FOREIGN SALES.  From inception through June 30, 1996,
substantially all of the Company's sales (other than clinical sales in the
United States pursuant to an exemption in the rules and regulations of the FDA
for investigational devices) have been to customers in Germany. The Company
believes that until such time, if ever, as it receives approval from the FDA to
market the ROBODOC System in the United States, substantially all of its sales
will be derived from customers in foreign markets. Foreign sales are subject to
certain risks, including economic or political instability, shipping delays,
fluctuations in foreign currency exchange rates, changes in regulatory
requirements, custom duties and export quotas and other trade restrictions, any
of which could have a material adverse effect on the Company's business. To
date, payment for all ROBODOC Systems in Europe has been fixed in U.S. Dollars,
and the Company expects that in the future, payment for all of its products in
foreign countries will continue to be in U.S. Dollars. However, there can be no
assurance that in the future the customers will be willing to make payment to
the Company for its products in fixed U.S. Dollars. If the U.S. Dollar
strengthens substantially against the foreign currency of a country in which the
Company sells its products, the cost of purchasing the Company's products in
U.S. Dollars would increase and may inhibit purchases of the Company's products
by customers in that country. The Company is unable to predict the nature of
future changes in foreign markets or the effect, if any, they might have on the
Company. See "Business -- Sales and Marketing."
 
     15.  UNCERTAINTY CONCERNING THIRD PARTY REIMBURSEMENT.  The Company expects
that its ability to successfully commercialize its products will depend
significantly on the availability of reimbursement for surgical procedures using
the Company's products from third-party payors such as governmental programs,
private insurance and private health plans. Reimbursement is a significant
factor considered by hospitals in determining whether to acquire new equipment.
Notwithstanding FDA approval, if granted, third-party payors
 
                                       15
   19
 
may deny reimbursement if the payor determines that a therapeutic medical device
is unnecessary, inappropriate, not cost-effective or experimental or is used for
a nonapproved indication. Cost control measures adopted by third-party payors in
recent years have had and may continue to have a significant effect performed
with the ROBODOC System or as to the levels of reimbursement. There also can be
no assurance that levels of reimbursement, if any, will not be decreased in the
future, or that future legislation, regulation, or reimbursement policies of
third-party payors will not otherwise adversely affect the demand for the
Company's products or its ability to sell its products on a profitable basis.
Fundamental reforms in the healthcare industry in the United States and Europe
that could affect the availability of third-party reimbursement continue to be
proposed, and the Company cannot predict the timing or effect of any such
proposal. If third-party payor coverage or reimbursement is unavailable or
inadequate, the Company's business, financial condition and results of
operations could be materially and adversely affected.

     16.  DEPENDENCE ON KEY PERSONNEL.  The Company's business and marketing
plan was formulated by, and is to be implemented under the direction of, Dr.
Ramesh C. Trivedi, the Chief Executive Officer and President of the Company. Dr.
Trivedi is employed by the Company pursuant to an employment agreement
terminable by the Company or Dr. Trivedi at any time. On or before the Effective
Date, the Company will obtain key-man insurance on the life of Dr. Trivedi in
the amount of $1,000,000. The Company's growth and future success also will
depend in large part on the continued contributions of its key technical and
senior management personnel, as well as its ability to attract, motivate and
retain highly qualified personnel generally and, in particular, trained and
experienced professionals capable of developing, selling and installing the
ROBODOC System and training surgeons in its use. Competition for such personnel
is intense, and there can be no assurance that the Company will be successful in
hiring, motivating or retaining such qualified personnel. None of the Company's
executive or key technical personnel, other than Dr. Trivedi, is employed by the
Company pursuant to an employment agreement with the Company. The loss of the
services of Dr. Trivedi or other senior management or key technical personnel,
or the inability to hire or retain qualified personnel, could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Management" and "Business -- Sales and Marketing."

   
     17.  CONTROL OF THE COMPANY; OWNERSHIP OF SHARES BY CURRENT MANAGEMENT AND
PRINCIPAL SECURITY HOLDERS.  Upon completion of this Offering, the current
executive officers, directors and other significant securityholders of the
Company will continue to own or have rights to acquire 4,201,231 shares of
Common Stock, which will represent a majority of the outstanding shares of
Common Stock. Although these securityholders may or may not agree on any
particular matter that is the subject of a vote of the stockholders, these
securityholders may be effectively able to control the outcome of any issues
which may be subject to a vote of securityholders, including the election of
directors, proposals to increase the authorized capital stock, or the approval
of, mergers, acquisitions, or the sale of all or substantially all of the
Company's assets. See "Security Ownership of Certain Beneficial Owners and
Management."

   
     18.  REPRESENTATIVE'S POTENTIAL INFLUENCE ON THE COMPANY.  The Company has
agreed that for three years from the Effective Date, the Representative may
designate one person for election to the Company's Board of Directors and that
the Company will reasonably cooperate with the Representative in respect of such
designation. The election of such designee, if any, may enable the
Representative to exert influence on the Company. As of the date of this
Prospectus, the Representative has not designated any individual for election to
the Company's Board of Directors. See "Underwriting."

   
     19.  NEED FOR ADDITIONAL FINANCING.  Although the Company anticipates that
the net proceeds of the Offering, together with cash flow from operations, will
be sufficient to finance its operations for the 12 months following the date of
this Prospectus, there can be no assurance that the Company will not require
additional financing at an earlier date. This will depend upon the Company's
ability to generate sufficient sales of ROBODOC Systems in Europe and other
foreign markets, and the timing of required expenditures. If the Company is
required to obtain financing in the future, there can be no assurance that such
financing will be available on terms acceptable to the Company, if at all. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

                                       16
   20

     20.  LIMITATIONS ON DIRECTOR LIABILITY.  The Company's certificate of
incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, with certain exceptions under Delaware law. This
may discourage stockholders from bringing suit against a director for breach of
fiduciary duty and may reduce the likelihood of derivative litigation brought by
stockholders on behalf of the Company against a director. In addition, the
Company's By-laws provide for mandatory indemnification of directors and
officers. See "Management -- Indemnification of Officers and Directors and
Limitations on Director Liability."

   
     21.  ABSENCE OF DIVIDENDS.  Since inception, the Company has not paid any
dividends on its Common Stock and it does not anticipate paying such dividends
in the foreseeable future. The Company intends to retain earnings, if any, to
finance its operations. See "Dividend Policy."

   
     22.  DILUTION.  Purchasers of Common Stock in this Offering will suffer
immediate dilution of $3.13 per share (or approximately 52.2%) in the net
tangible book value of their investment from the initial public offering price
of $6.00 per share of Common Stock. See "Dilution."

   
     23.  NO ASSURANCE OF PUBLIC MARKET; DETERMINATION OF PUBLIC OFFERING PRICE;
POSSIBLE VOLATILITY OF MARKET PRICE FOR THE COMMON STOCK AND WARRANTS.  Prior to
the Offering, there has been no public trading market for the Common Stock or
the Warrants. Consequently, the initial public offering prices of the Common
Stock and the Warrants and the exercise price and other terms of the Warrants
were determined through negotiations between the Company and the Underwriters
and bear no relationship whatsoever to the Company's assets, book value per
share, results of operations or other generally accepted criteria of value. The
offering prices of the Common Stock and the Warrants, as well as the exercise
price of the Warrants, should not be construed as indicative of their value.
There can be no assurance that an active trading market for the Common Stock or
Warrants will develop after the Offering or that, if developed, it will be
sustained. As a result, purchasers of the Common Stock and Warrants will be
exposed to a risk of a decline in the market prices of the Common Stock and
Warrants after the Offering. The market prices of the Common Stock and Warrants
following this Offering may be highly volatile as has been the case with the
securities of many emerging companies. The Company's operating results and
various factors affecting the medical device industry generally may
significantly impact the market price of the Company's securities. In addition,
the stock market generally, and the securities of technology companies in
particular, have experienced a high level of price and volume volatility, and
market prices for the securities of many companies have experienced wide price
fluctuations not necessarily related to the operating performance of such
companies. There can be no assurance that the market prices of the Common Stock
and the Warrants will not experience significant fluctuations or decline below
their initial public offering prices.

   
     24.  UNDERWRITERS' INFLUENCE ON THE MARKET; POSSIBLE LIMITATIONS ON MARKET
MAKING ACTIVITIES.  A significant number of the securities offered hereby may be
sold to customers of the Underwriters. Such customers subsequently may engage in
transactions for the sale or purchase of such securities through or with the
Underwriters. The Underwriters have indicated that they intend to act as
market-makers and otherwise effect transactions in the securities offered
hereby. To the extent the Underwriters act as market-makers in the Common Stock
or Warrants, they may exert a dominating influence in the markets for those
securities. The prices and liquidity of the Common Stock and Warrants may be
significantly affected to the extent, if any, that the Underwriters participate
in such markets. Furthermore, the Underwriters may discontinue such activities
at any time or from time to time. The Representative also has the right to act
as the Company's exclusive agent, for a period of five years, in connection with
any future solicitation of holders of Warrants to exercise the Warrants. Unless
granted an exemption by the Commission from Rule 10-6 under the Exchange Act,
the Representative and any other soliciting broker-dealers will be prohibited
from engaging in any market making activities or solicited brokerage activities
with regard to the Company's securities for a period of up to nine business days
prior to the solicitation of the exercise of any Warrants until the later of the
termination of such solicitation activity or the termination of any right the
Representative may have to receive a fee for the solicitation of the Warrants.
As a result, the Representative and such soliciting broker-dealers may be unable
to continue to make a market for the Company's securities during certain periods
while the Warrants are exercisable. Such a limitation, while in effect, could
impair the liquidity and market price of the Company's securities. See
"Underwriting."

                                       17
   21

     25.  POSSIBLE DELISTING.  Application has been made to The Nasdaq Stock
Market for inclusion of the Common Stock and Warrants on The Nasdaq SmallCap
Market. In addition, application has been made to the Pacific Stock Exchange
("PSE") to list the Common Stock and Warrants on the PSE. There can be no
assurance that the Common Stock and Warrants will qualify for quotation on The
Nasdaq SmallCap Market, or for listing on the PSE. Furthermore, assuming that
the Common Stock and Warrants are approved for quotation on The Nasdaq SmallCap
Market and listing on the PSE, there can be no assurance that the Company will
be able to satisfy specified financial tests and market related criteria
required for continued quotation on The Nasdaq SmallCap Market or listing on the
PSE following the Offering. If the Company is unable to satisfy The Nasdaq
SmallCap Market and PSE maintenance criteria in the future, its Common Stock and
Warrants may be delisted from trading on The Nasdaq SmallCap Market and PSE, and
if delisted, trading, if any, would thereafter be conducted in the
over-the-counter market in the so-called "pink sheets" or the "Electronic
Bulletin Board" of the National Association of Securities Dealers, Inc.
("NASD"), and, consequently, an investor could find it more difficult to dispose
of, or to obtain accurate quotations as to the price of, the Company's
securities.

   
     26.  RISK OF LOW-PRICED SECURITIES.  The regulations of the Securities and
Exchange Commission promulgated under the Exchange Act require additional
disclosure relating to the market for penny stocks in connection with trades in
any stock defined as a penny stock. Commission regulations generally define a
penny stock to be an equity security that has a market price of less than $5.00
per share, subject to certain exceptions. Unless an exception is available,
those regulations require the delivery, prior to any transaction involving a
penny stock, of a disclosure schedule explaining the penny stock market and the
risks associated therewith and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally institutions). In addition, the broker-
dealer must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. Moreover, broker-dealers who
recommend such securities to persons other than established customers and
accredited investors must make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to a transaction
prior to sale. If the Company's securities become subject to the regulations
applicable to penny stocks, the market liquidity for the Company's securities
could be severely affected. In such an event, the regulations on penny stocks
could limit the ability of broker-dealers to sell the Company's securities and
thus the ability of purchasers of the Company's securities to sell their
securities in the secondary market.

   
     27.  SHARES ELIGIBLE FOR FUTURE SALE.  No assurance can be given as to the
effect, if any, that future sales of Common Stock, or the availability of shares
of Common Stock for future sales, will have on the market price of the Common
Stock from time to time. Sales of substantial amounts of Common Stock (including
shares issued upon the exercise of warrants or stock options), or the
possibility of such sales, could adversely affect the market price of the Common
Stock and also impair the Company's ability to raise capital through an offering
of its equity securities in the future. Upon completion of this Offering, the
Company will have 3,276,864 shares of Common Stock outstanding, of which only
the 1,500,000 shares of Common Stock offered hereby will be transferable without
restriction under the Securities Act of 1933 (the "Securities Act"). The
remaining 1,776,864 shares, issued in private transactions, will be "restricted
securities" (as that term is defined in Rule 144 promulgated under the
Securities Act) which may be publicly sold only if registered under the
Securities Act or if sold in accordance with an applicable exemption from
registration, such as Rule 144. In general, under Rule 144 as currently in
effect, subject to the satisfaction of certain other conditions, a person,
including an affiliate of the Company, who has beneficially owned restricted
securities for at least two years, is entitled to sell (together with any person
with whom such individual is required to aggregate sales), within any
three-month period, a number of shares that does not exceed the greater of 1% of
the total number of outstanding shares of the same class or, if the Common Stock
is quoted on Nasdaq or a national securities exchange, the average weekly
trading volume during the four calendar weeks preceding the sale. A person who
has not been an affiliate of the Company for at least three months and who has
beneficially owned restricted securities for at least three years is entitled to
sell such restricted securities under Rule 144 without regard to any of the
limitations described above. Officers, directors and the other existing
securityholders of the Company, owning or having rights to acquire in the
aggregate 4,981,931 shares of Common Stock constituting

                                       18
   22

restricted securities, have entered into agreements with the Underwriters not to
sell or otherwise dispose of any shares of Common Stock (other than shares
purchased in open market transactions) for a period of 18 months following the
Effective Date (the "Lock-Up Agreements"), without the prior written consent of
the Representative. In addition, securityholders of the Company owning or having
rights to acquire in the aggregate 3,980,872 shares of Common Stock granted
certain registration rights with respect to those shares, agreed that they will
not exercise such registration rights for a period of 18 months following the
Effective Date. See "Description of Securities -- Shares Eligible for Future
Sale," "Description of Securities -- Registration Rights," "Certain
Transactions" and "Underwriting." Following expiration of the term of the
Lock-Up Agreements, 1,313,444 shares and 463,420 shares will become eligible for
resale pursuant to Rule 144 commencing in the second and third quarters of 1998,
respectively, subject to the volume limitations and compliance with the other
provisions of Rule 144. Furthermore, the holders of the Underwriters' Warrants
(including the securities issuable upon exercise thereof) have demand and
piggyback registration rights with respect to the shares of Common Stock and
Warrants issuable upon exercise of the Underwriters' Warrants.

   
     28.  EFFECT OF ISSUANCE OF COMMON STOCK UPON EXERCISE OF WARRANTS AND
OPTIONS; POSSIBLE ISSUANCE OF ADDITIONAL OPTIONS.  Immediately after the
Offering, assuming the Underwriters' Over-Allotment Option is not exercised, the
Company will have an aggregate of approximately 5,548,136 shares of Common Stock
authorized but unissued and not reserved for specific purposes and an additional
6,175,000 shares of Common Stock unissued but reserved for issuance pursuant to
(i) the Company's stock option plans, (ii) outstanding warrants, (iii) exercise
of the Warrants and (iv) exercise of the Underwriters' Warrants and the Warrants
included therein. All of such shares may be issued without any action or
approval by the Company's stockholders. Although there are no present plans,
agreements, commitments or undertakings with respect to the issuance of
additional shares or securities convertible into any such shares by the Company,
any shares issued would further dilute the percentage ownership of the Company
held by the public stockholders. The Company has agreed with the Underwriters
that, except for the issuances disclosed in or contemplated by this Prospectus,
it will not issue any securities, including but not limited to any shares of
Common Stock, for a period of 24 months following the Effective Date, without
the prior written consent of the Representative. See "Underwriting."

     The exercise of warrants or options and the sale of the underlying shares
of Common Stock (or even the potential of such exercise or sale) may have a
depressive effect on the market price of the Company's securities. Moreover, the
terms upon which the Company will be able to obtain additional equity capital
may be adversely affected since the holders of outstanding warrants and options
can be expected to exercise them, to the extent they are able, at a time when
the Company would, in all likelihood, be able to obtain any needed capital on
terms more favorable to the Company than those provided in the warrants and
options. See "Management -- Stock Option Plan," "Description of Securities" and
"Underwriting."

     29.  POSSIBLE ADVERSE EFFECT OF ISSUANCE OF PREFERRED STOCK.  The Company's
certificate of incorporation, as amended as of the Effective Date, will
authorize the issuance of 1,000,000 shares of "blank check" preferred stock,
with designations, rights and preferences determined from time to time by its
Board of Directors. Accordingly, the Company's Board of Directors is empowered,
without further stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of the Common Stock. In the event of
issuance, the preferred stock could be used, under certain circumstances, as a
method of discouraging, delaying or preventing a change in control of the
Company, since the terms of the Preferred Stock that might be issued could
potentially prohibit the Company's consummation of any merger, reorganization,
sale of substantially all of its assets, liquidation or other extraordinary
corporate transaction without the approval of the holders of the outstanding
shares of Common Stock. The Company has no current plans to issue any shares of
preferred stock. However, there can be no assurance that preferred stock will
not be issued at some time in the future. The Company has agreed with the
Underwriters that it will not issue any shares of preferred stock, or any
options, warrants or other rights to purchase shares of preferred stock, for a
period of 24 months following the Effective Date, without the prior written
consent of the Representative. See "Description of Securities -- Preferred
Stock."

                                       19
   23

     30.  ANTITAKEOVER PROVISIONS OF DELAWARE BUSINESS COMBINATION STATUTE.  The
Company is subject to Section 203 of the Delaware General Corporation Law
("DGCL"), which limits transactions between a publicly held company and
"interested stockholders" (generally, these stockholders who, together with
their affiliates and associates, own 15% or more of a company's outstanding
capital stock). This provision of the DGCL also may have the effect of deferring
certain potential acquisitions of the Company. See "Description of
Securities -- Statutory Provisions Affecting Stockholders."

   
     31.  ADVERSE EFFECT OF REDEMPTION OF WARRANTS.  Under certain conditions,
the Warrants may be redeemed by the Company, prior to their expiration, at a
redemption price of $0.10 per Warrant, upon not less than 30 days prior written
notice to the holders of such Warrants. Redemption of the Warrants could force
the holders to exercise the Warrants and pay the exercise price at a time when
it may be disadvantageous for the holders to do so, to sell the Warrants at then
current market price when they might otherwise wish to hold the Warrants or to
accept the redemption price, which is likely to be substantially less than the
market value of the Warrants at the time of redemption. See "Description of
Securities -- Warrants."

   
     32.  NEED FOR FUTURE REGISTRATION OF WARRANTS; STATE BLUE SKY REGISTRATION;
EXERCISE OF WARRANTS.  The Warrants will trade separately upon the completion of
the Offering. Although the Warrants will not knowingly be sold to purchasers in
jurisdictions in which the Warrants are not registered or otherwise qualified
for sale, purchasers may buy Warrants in the after-market or may move to
jurisdictions in which the Warrants and the Common Stock underlying the Warrants
are not so registered or qualified. In this event, the Company would be unable
to issue Common Stock to those persons desiring to exercise their Warrants
unless and until the Warrants and the underlying Common Stock are qualified for
sale in jurisdictions in which such purchasers reside, or an exemption from such
qualification exists in such jurisdictions. There can be no assurance that the
Company will be able to effect any required qualification.

     The Warrants will not be exercisable unless the Company maintains a current
Registration Statement on file with the Commission through post-effective
amendments to the Registration Statement containing this Prospectus. Although
the Company has agreed to file appropriate post-effective amendments to the
Registration Statement containing this Prospectus and to maintain a current
Prospectus with respect to the Warrants, there can be no assurance that the
Company will file post-effective amendments necessary to maintain a current
Prospectus or that the Warrants will continue to be so registered. See
"Description of Securities -- Warrants."
 
                                       20
   24
 
                                USE OF PROCEEDS

     The net proceeds to the Company from the sale of the shares of Common Stock
and Warrants offered hereby, after deducting underwriting discounts and other
expenses of the Offering, are estimated to be $7,480,750 ($8,685,117 if the
Underwriters' Over-Allotment Option is exercised in full). The Company expects
to use the net proceeds of the Offering as follows:

                                                                        APPROXIMATE
                                                                          AMOUNT     PERCENT
                                                                        ----------   -----
                                                                               
    Product development(1)............................................  $3,700,000     49%
    Sales and marketing(2)............................................   3,500,000     47%
    Working capital and general corporate purposes....................     280,750      4%
                                                                        ----------   -----
         Total........................................................  $7,480,750    100%
                                                                         =========   =====

- ---------------
     (1) Includes development of software packages for revision and total knee
         replacement surgeries, as well as other orthopedic surgical
         applications, expansion of the implant libraries for the Company's
         products and development of multiple imaging modalities for use with
         the ROBODOC System.
 
     (2) Represents costs associated with marketing and sales activities with
         respect to the Company's products, principally in Europe, including
         advertising and promotional activities, as well as participation in
         trade shows. Also includes costs associated with hiring, training and
         maintaining sales, marketing and service personnel.

     Additional proceeds from the exercise of the Underwriters' Over-Allotment
Option and the Warrants will be added to the Company's working capital and be
available for general corporate purposes. Pending application, the Company will
invest the net proceeds of this Offering in United States government securities
and investment-grade commercial paper.

   
     The Company has not determined the specific allocation of the net proceeds
among the various uses described above. Specific allocations of such net
proceeds will ultimately depend on the development of the Company's products and
the related technology, the adaptation of its products to additional surgical
applications and commercial acceptance of its products. The Company anticipates,
based on currently proposed plans and assumptions relating to its operations,
that the net proceeds of this Offering will be sufficient to satisfy the
Company's anticipated cash requirements for at least 12 months following the
date of this Prospectus.

                                       21
   25

                                 CAPITALIZATION

   
     The following table sets forth the capitalization of the Company (i) as of
June 30, 1996, and (ii) such capitalization on a pro forma basis after giving
effect to the automatic conversion of the outstanding Series D Preferred Stock
at the Closing, and as adjusted to give effect to the sale of 1,500,000 shares
of Common Stock and 1,500,000 Warrants offered hereby, and the application of
the estimated net proceeds thereof. The information set forth below should be
read in conjunction with the consolidated financial statements and notes
thereto, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Use of Proceeds."

   

                                                                         JUNE 30, 1996
                                                                  ----------------------------
                                                                                    PRO FORMA
                                                                                        AS
                                                                  ACTUAL(1)(2)      ADJUSTED(1)(3)
                                                                  ------------      ----------
                                                                              
Stockholders' equity:
  Preferred stock, $0.01 par value, no shares authorized,
     issued or outstanding; 1,000,000 shares authorized, no
     shares issued or outstanding, pro forma as adjusted.......   $         --      $       --
  Convertible preferred stock, $0.01 par value, 5,750,000
     shares authorized; 1,039,792 shares issued and
     outstanding; no shares authorized, issued or outstanding,
     pro forma as adjusted; liquidation preference value of
     $1,000,000................................................         10,398              --
  Common stock, $0.01 par value, 15,000,000 shares authorized;
     274,018 shares issued and outstanding; 2,813,810 shares
     issued and outstanding, pro forma as adjusted.............          2,740          28,138
Additional paid-in capital.....................................     19,634,990      27,100,740
Deferred stock compensation....................................       (482,384)       (482,384)
Accumulated translation adjustment.............................            259             259
Accumulated deficit............................................    (17,143,100)     (17,143,100)
                                                                      --------        --------
Total stockholders' equity.....................................      2,022,903       9,503,653
                                                                      --------        --------
     Total capitalization......................................   $  2,022,903      $9,503,653
                                                                      ========        ========

 
- ---------------

(1) Does not include (i) 2,859,025 shares of Common Stock issuable upon exercise
    of outstanding warrants, including (A) shares issuable upon exercise of the
    Series D Warrants, at an exercise price of $0.01 per share, which will
    become exercisable for 2,079,584 of Common Stock following the automatic
    conversion of the Series D Preferred Stock at the Closing, (B) 194,482
    shares issuable upon exercise of outstanding warrants at exercise prices
    ranging from $0.01 to $0.07 per share, (C) warrants to purchase 528,178
    shares, at an exercise price of $0.74 per share, which were exercised by
    delivery of shares of Common Stock in payment of the warrant exercise price
    on August 25, 1996, resulting in the net issuance of 463,054 shares of
    Common Stock, and (D) warrants to purchase 56,781 shares at an exercise
    price of $0.74 per share, which expired unexercised on August 30, 1996, (ii)
    949,070 shares of Common Stock issuable upon exercise of outstanding options
    granted pursuant to the Company's stock option plans, at exercise prices
    ranging from $0.07 to $7.84 per share, including 32,503 shares issuable upon
    exercise of options granted subsequent to June 30, 1996. See "Certain
    Transactions."

   
(2) Does not include 1,039,792 shares of Common Stock issuable upon conversion
    of the Series D Preferred Stock.

   
(3) Gives effect to the automatic conversion of the outstanding shares of Series
    D Preferred Stock into 1,039,792 shares of Common Stock upon the
    consummation of the sale of the shares of Common Stock and Warrants offered
    hereby. Does not include (i) 1,500,000 shares of Common Stock reserved for
    issuance upon the exercise of the Warrants, (ii) 450,000 shares of Common
    Stock reserved for issuance upon exercise of the Underwriters'
    Over-Allotment Option, including the Warrants included therein, and (iii)
    300,000 shares of Common Stock reserved for issuance upon the exercise of
    the Underwriters' Warrants and the Warrants included therein.

                                       22
   26

                                    DILUTION

   
     The net tangible book value of the Company as of June 30, 1996, was
$1,937,903 or approximately $1.09 per share of Common Stock, assuming conversion
of the outstanding shares of Series D Preferred Stock into Common Stock and as
adjusted to reflect the issuance of 463,054 shares of Common Stock in August
1996 upon the exercise of warrants. The net tangible book value of the Company
is the tangible assets (total assets less deferred financing and offering costs)
less total liabilities. Dilution per share represents the difference between the
amount paid per share of Common Stock by purchasers in the Offering, attributing
no value to the Warrants, and the pro forma net tangible book value per share
after the Offering.

   
     After giving effect to the sale by the Company of the 1,500,000 shares of
Common Stock and 1,500,000 Warrants offered hereby, the pro forma net tangible
book value of the Company as of June 30, 1996, would have been $9,418,653 or
$2.87 per share. This represents an increase in net tangible book value per
share of $1.78 to the Company's existing stockholders and an immediate dilution
of $3.13 per share (or 52.2% of the offering price) to new stockholders
purchasing shares of Common Stock in the Offering. The following table
illustrates this dilution on a per share basis:

   

      Public offering price per share..................................            $6.00
      Net tangible book value before Offering..........................   $1.09
      Increase attributable to new investors...........................    1.78
                                                                          -----
      Pro forma net tangible book value after Offering.................             2.87
                                                                                   -----
      Dilution to new investors........................................            $3.13
                                                                                   =====

 
   
     The above table assumes the conversion of the outstanding shares of the
Series D Preferred Stock into Common Stock, but no exercise of outstanding stock
options or warrants, except for the issuance of 463,054 shares of Common Stock
in August 1996 upon the exercise of warrants. As of June 30, 1996, there were
outstanding options to purchase an aggregate of 916,567 shares of Common Stock
having exercise prices from $0.07 per share to $7.84 per share and outstanding
warrants to purchase an aggregate of 2,859,025 shares of Common Stock having
exercise prices from $0.01 per share to $0.74 per share. To the extent that
stock options or warrants are exercised at prices below the public offering
price per share, there will be further dilution to new investors. See "Risk
Factors," "Certain Transactions," "Description of Securities" and
"Underwriting."

   
     The information in the foregoing table summarizes the number and
percentages of shares of Common Stock, including Series D Preferred Stock which
will convert into Common Stock, purchased from the Company through the date of
this Prospectus, the amount and percentage of cash consideration paid and the
average price per share paid to the Company by existing stockholders and by new
investors pursuant to the Offering:

   

                                                                                            AVERAGE
                                                                                            PRICE
                                                                   TOTAL CONSIDERATION       PER
                                           SHARES PURCHASED               PAID              SHARE
                                          -------------------     ---------------------     ------
                                                                             
Existing Stockholders..................   1,776,864     54.2%     $13,019,556     59.1%     $ 7.33
New Investors..........................   1,500,000     45.8%       9,000,000     40.9%       6.00
                                                       ------     -----------    ------
                                          3,276,864    100.0%     $22,019,556    100.0%
                                                       ======     ===========    ======

 
   
     The information in the foregoing table gives effect to the conversion of
the outstanding shares of Series D Preferred Stock, but it excludes 916,567
shares of Common Stock issuable upon the exercise of outstanding options,
2,859,025 shares of Common Stock issuable upon exercise of outstanding warrants,
except for the issuance of 463,054 shares of Common Stock in August 1996 upon
the exercise of warrants, 1,500,000 shares of Common Stock reserved for issuance
upon exercise of the Warrants, 450,000 shares of Common Stock reserved for
issuance upon exercise of the Underwriters' Over-Allotment Option and the
Warrants included therein, and 300,000 shares of Common Stock reserved for
issuance pursuant to the Underwriters' Warrants and the Warrants included
therein. See "Capitalization" and "Underwriting."

                                       23
   27
 
                                DIVIDEND POLICY
 
     The payment of dividends by the Company is within the discretion of its
Board of Directors and depends in part upon the Company's earnings, capital
requirements and financial condition. Since its inception, the Company has not
paid any dividends on its Common Stock and does not anticipate paying such
dividends in the foreseeable future. The Company intends to retain earnings, if
any, to finance its operations.
 
                                       24
   28
 
                         SELECTED FINANCIAL INFORMATION
 
     The following table sets forth selected financial information regarding the
results of operations and financial position of the Company for the periods and
at the dates indicated. The financial statements of the Company as of December
31, 1995 and for the years ended December 31, 1994 and 1995 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report included
elsewhere in this Prospectus, which includes an explanatory paragraph which
indicates there is substantial doubt about the Company's ability to continue as
a going concern due to the Company's need to generate cash from operations and
obtain additional financing. The selected financial information as of June 30,
1996 and for the six months ended June 30, 1995 and 1996 are derived from the
unaudited interim consolidated financial statements of the Company set forth
elsewhere in this Prospectus and include, in the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for the
fair presentation of its results of operations for such period. The results of
operations for the six months ended June 30, 1996, are not necessarily
indicative of the results to be expected for the full year. This data should be
read in conjunction with the Company's consolidated financial statements
including the notes thereto, the Company's unaudited interim consolidated
financial statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this Prospectus.
 
STATEMENT OF OPERATIONS DATA:

                                                                        SIX MONTHS ENDED JUNE
                                           YEAR ENDED DECEMBER 31,               30,
                                           ------------------------    ------------------------
                                              1994          1995          1995          1996
                                           ----------    ----------    ----------    ----------
                                                                         
Net sales................................  $  289,047    $  174,521    $   76,289    $1,064,206
Cost of sales............................     203,856        70,179        30,147       458,483
                                              -------       -------       -------
                                               85,191       104,342        46,142       605,723
Operating expenses:
  Selling, general and administrative....   1,973,816     1,668,947       932,629       887,283
  Research and development ..............   2,719,771     2,361,125     1,073,636       977,616
  Stock compensation.....................          --            --            --       246,524
                                              -------       -------       -------
                                            4,693,587     4,030,072     2,006,265     2,111,423
Other income (expense):
  Interest income........................      74,956       107,306        76,757        38,723
  Interest expense.......................    (281,650)     (287,792)     (147,590)           --
  Other..................................     (14,508)       55,801        63,906       (20,958)
                                              -------       -------       -------
Loss before provision for income taxes...  (4,829,598)   (4,050,415)   (1,967,050)   (1,487,935)
Provision for income taxes...............      10,787         3,113         3,242         3,183
                                              -------       -------       -------
Net loss.................................  (4,840,385)   (4,053,528)   (1,970,292)   (1,491,118)
Preferred stock dividends................    (956,574)     (936,325)     (478,287)           --
                                              -------       -------       -------
Net loss applicable to common
  stockholders...........................  $(5,796,959)  $(4,989,853)  $(2,448,579)  $(1,491,118)
                                              =======       =======       =======
Net loss per common and common share
  equivalent.............................  $    (1.35)   $    (1.16)   $    (0.57)   $    (0.33)
                                              =======       =======       =======
Shares used in per share calculations
  (1)....................................   4,291,444     4,298,268     4,292,288     4,497,070
                                              =======       =======       =======

 
BALANCE SHEET DATA:

                                                                  DECEMBER 31,       JUNE 30,
                                                                      1995             1996
                                                                  ------------     ------------
                                                                             
Working capital.................................................  $  1,827,408     $  1,735,668
Total assets....................................................     3,727,129        2,847,953
Accumulated deficit.............................................   (15,651,982)     (17,143,100)
Stockholders' equity............................................     2,272,518        2,022,903

- ---------------
 
     (1) See Note 2 of notes to consolidated financial statements for an
         explanation of the determination of the number of shares used in
         computing net loss per share.
 
                                       25
   29
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
GENERAL
 
     The following discussion and analysis should be read in conjunction with
the consolidated financial statements, including the notes thereto, appearing
elsewhere in this Prospectus.
 
     From its inception in October 1990, the Company has been primarily engaged
in the development and clinical evaluation of the ROBODOC System. Net sales are
derived from the sale of ROBODOC Systems and related consumables. Prior to 1996,
sales of the ROBODOC System were limited to sales for clinical evaluation. In
the first quarter of 1996, the Company was notified by TUV, a testing body in
Germany, that the ROBODOC System had met the requirements of the European
Directives, thus allowing the Company to use the CE Mark and to distribute the
ROBODOC System throughout the European Community. The Company sold its first
commercial ROBODOC System to a clinic in Germany in March 1996. The Company
intends to use a significant portion of the net proceeds of this Offering for
marketing and sales in Europe. See "Use of Proceeds."
 
     In the United States, the Company's products are subject to regulation by
the FDA. The Company intends to file an application for pre-market approval with
the FDA in the second quarter of 1997 for approval to market the ROBODOC System
in the United States. See "Risk Factors -- Government Regulation" and
"Business -- Government Regulation."
 
     Until the commercial introduction of the ROBODOC System in the first
quarter of 1996, the Company operated as a development stage enterprise, and
incurred a net loss for each period since its inception. The Company intends to
develop additional surgical applications for the ROBODOC System and to
significantly increase its technical staff. The Company also plans to increase
spending on sales and marketing. See "Use of Proceeds." The Company expects
operating losses to continue until sales of its products increase significantly.
See "Risk Factors -- History of Losses; Accumulated Deficit; Anticipated Future
Losses."
 
RESULTS OF OPERATIONS
 
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
 
     Net Sales.  Net sales for the six months ended June 30, 1996 (the "1996
interim period"), increased by approximately $988,000, as compared to the six
months ended June 30, 1995 (the "1995 interim period"), as a result of
commercial sales of the ROBODOC System to customers in Germany. Prior to 1996,
sales of the ROBODOC System were limited to heavily discounted clinical
evaluation systems. No clinical evaluation systems were sold during the 1995
interim period. Sales of consumables during the 1996 interim period
(approximately $42,000, or 4% of net sales) decreased by approximately $34,000,
or 45%, as compared to the 1995 interim period when sales of consumables
accounted for all net revenues, primarily due to the completion of U.S. clinical
trials in February 1996.
 
     Cost of Sales.  Cost of sales for the 1996 interim period (approximately
$458,000), increased significantly as compared to the 1995 interim period
(approximately $30,000), as a result of the first commercial sales of the
ROBODOC System. Cost of sales as a percentage of net sales increased to 43% for
the 1996 interim period, as compared to 40% for the 1995 interim period due to a
lower gross margin percentage realized on the sale of the first commercial
ROBODOC Systems, as compared to the gross margin percentage realized on sales of
consumables, in the 1995 interim period.
 
     Selling, General and Administrative.  Selling, general and administrative
expenses for the 1996 interim period (approximately $887,000) decreased by
approximately $46,000, or 5%, as compared to the 1995 interim period
(approximately $933,000), due to a reduction in staff in February 1995. The cost
savings associated with the staff reductions have been partially offset by the
Company's participation in trade shows in Germany during the 1996 interim
period.
 
                                       26
   30
 
     Research and Development.  Research and development expenses for the 1996
interim period (approximately $978,000) decreased by approximately $96,000, or
approximately 9%, as compared to the 1995 interim period (approximately
$1,074,000), due to staff reductions in regulatory and quality control in
February 1995. In addition, the completion of U.S. clinical trials in February
1996 resulted in a decrease in costs associated with the sponsorship of the
trials. These decreases were partially offset by an increase in consulting and
outside service costs during the 1996 interim period.
 
     Stock Compensation.  During the 1996 interim period, the Company recorded
deferred stock compensation of approximately $729,000 relating to stock options
granted during the interim period with exercise prices less than the estimated
fair value of the Company's Common Stock, as determined by an independent
valuation analysis, on the date of grant. The deferred stock compensation is
being amortized into expense over the vesting period of the stock options, which
generally ranges from 3 to 5 years. Deferred compensation relating to stock
options which vested immediately was expensed on the date of grant. Compensation
expense of $246,526 was recorded during the 1996 interim period relating to
these stock options, and the remaining $482,384 will be amortized into expense
in future periods.
 
     Interest Income.  Interest income for the 1996 interim period
(approximately $39,000) decreased by approximately $38,000, or 50%, as compared
to the 1995 interim period, primarily due to higher average cash balances during
the 1995 interim period.
 
     Interest Expense.  The Company had no interest expense for the 1996 interim
period, as compared to the 1995 interim period (approximately $148,000),
primarily as a result of the conversion in December 1995 of a $3,000,000
convertible note payable, bearing interest at 9.25% per annum, into a warrant to
purchase Common Stock.

     Other Income and Expense.  Other expense for the 1996 interim period was
approximately $21,000, as compared to other income for the 1995 interim period
of approximately $64,000. The primary reason for the difference is the
strengthening of the Dutch Guilder against the U.S. Dollar during the 1995
interim period, as compared to a weakening of the Dutch Guilder against the U.S.
Dollar in the 1996 interim period. This resulted in currency transaction gains
and losses on the U.S. currency obligations of the Company's wholly owned
subsidiary in The Netherlands, Integrated Surgical Systems BV.

     Net Loss.  The net loss for the 1996 interim period (approximately
$1,491,000) decreased by approximately $479,000, or approximately 24%, as
compared to the net loss for the 1995 interim period (approximately $1,970,000),
primarily due to the gross margin realized on the increased net sales. This
increase was partially offset by an increase in operating expenses, principally
due to stock compensation expense.
 
     Preferred Stock Dividends.  The Company accumulated preferred stock
dividends of approximately 8% on the outstanding shares of Series B and Series C
Preferred Stock for the 1995 interim period. These cumulative dividends,
together with the Series B and Series C Preferred Stock, were converted into
Common Stock in December 1995. The Series D Preferred Stock outstanding at June
30, 1996 does not provide for cumulative dividends.
 
FISCAL YEAR ENDED DECEMBER 31, 1995 AND 1994

     Net Sales.  Net sales for the fiscal year ended December 31, 1995 ("Fiscal
1995") decreased by approximately $114,000, as compared to the fiscal year ended
December 31, 1994 ("Fiscal 1994"). During Fiscal 1995, all net sales were
derived from consumables. During Fiscal 1994, the Company recognized the sale of
one clinical evaluation system for approximately $242,000, to an affiliate of
Keystone Financial Corporation, a stockholder of the Company, with the remaining
net sales in Fiscal 1994 related to consumables. See "Certain Transactions."
Sales of consumables increased significantly in Fiscal 1995 due to the operation
of a clinical system in Germany for all of Fiscal 1995. Revenue was not
recognized for the installation of the ROBODOC System in Germany in 1994 because
the ROBODOC System was temporarily placed at the site for purposes of clinical
evaluation until the Company received notification from TUV, a testing body in
Germany, that the ROBODOC System met the requirements of the European
Directives, thus allowing the Company to use the CE Mark and distribute the
ROBODOC System throughout the European Community.

                                       27
   31
 
     Cost of Sales.  Cost of sales for Fiscal 1995 (approximately $70,000)
decreased by approximately $134,000, or 66%, as compared to Fiscal 1994
(approximately $204,000). Cost of sales as a percentage of net sales decreased
from 71% in Fiscal 1994 to 40% in Fiscal 1995 since net sales in Fiscal 1995
consisted entirely of consumables, which generate a higher gross margin
percentage than sales of clinical evaluation systems.
 
     Selling, General and Administrative.  Selling, general and administrative
expenses for Fiscal 1995 (approximately $1,669,000), decreased by approximately
$305,000, or 15%, as compared to Fiscal 1994 (approximately $1,974,000),
primarily due to staff reductions in February 1995. This decrease was partially
offset by increased consulting fees associated with a consultant involved with
marketing and general business strategy.
 
     Research and Development.  Research and development expenses for Fiscal
1995 (approximately $2,361,000) decreased by approximately $359,000, or 13%, as
compared to Fiscal 1994 (approximately $2,720,000), primarily due to staff
reductions in February 1995. This decrease was partially offset by the cost of a
comparative histology study at Auburn University, which commenced in the fourth
quarter of 1995.
 
     Interest Income.  Interest income for Fiscal 1995 (approximately $107,000)
increased by approximately $32,000, or 43%, as compared to Fiscal 1994
(approximately $75,000), due to an improvement in money market conditions
resulting in an improved return on the Company's investments during Fiscal 1995.
The Company had an investment in an intermediate term bond fund in Fiscal 1994
which had a negative return due to rising interest rates.
 
     Interest Expense.  Interest expense for Fiscal 1995 (approximately
$288,000) increased slightly as compared to Fiscal 1994 (approximately
$282,000). Interest expense for both periods was primarily associated with a
$3,000,000 convertible note, bearing interest at 9.25% per annum. The principal
amount of this note, together with interest that had accrued from the date of
issuance, was converted in December 1995 into a warrant to purchase Common
Stock.
 
     Other Income and Expense.  Other income for Fiscal 1995 was approximately
$56,000, as compared to other expense for Fiscal 1994 of approximately $15,000.
The primary reason for the difference is the strengthening of the Dutch Guilder
against the U.S. Dollar during Fiscal 1995, as compared to a weakening of the
Dutch Guilder against the U.S. Dollar in Fiscal 1994. This resulted in currency
transaction gains and losses on the U.S. currency obligations of the Company's
wholly owned subsidiary in The Netherlands, Integrated Surgical Systems BV.

     Provision for Income Taxes.  As a result of the issuance of the Company's
Series D Preferred Stock in connection with the recapitalization of the Company
in December 1995, a change of ownership (as defined in Section 382 of the
Internal Revenue Code of 1986, as amended) occurred. As a result of this change,
the Company's federal and state net operating loss carryforwards generated
through December 31, 1995 (approximately $13,500,000 and $4,500,000,
respectively) will be subject to a total annual limitation in the amount of
approximately $400,000. Except for the amounts described below, the Company
expects that the carryforward amounts will not be utilized prior to the
expiration of the carryforward periods. As a consequence of the limitation, the
Company had at December 31, 1995 a net operating loss carryover of approximately
$6,000,000 for federal income tax purposes which expires between 2005 and 2009,
and a net operating loss carryforward of approximately $2,000,000 for state
income tax purposes which expires between 1997 and 1999. See Note 7 of notes to
consolidated financial statements.

     Net Loss.  The net loss for Fiscal 1995 (approximately $4,054,000)
decreased by approximately $786,000, or 16%, as compared to Fiscal 1994
(approximately $4,840,000), primarily due to improved gross margins, reduced
operating expenses, resulting principally from staff reductions, improved
returns on invested cash and an increase in other income due to a strengthening
of the Dutch Guilder against the U.S. Dollar.
 
     Preferred Stock Dividends.  The Company accumulated preferred stock
dividends on the Series B and Series C Preferred Stock at 8% per annum
throughout Fiscal 1994 and until December 1995, when these cumulative dividends,
together with the Series B and Series C Preferred Stock, were converted into
Common Stock. The Series D Preferred Stock outstanding at June 30, 1996 does not
provide for cumulative dividends.
 
                                       28
   32
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Since inception, the Company's expenses have exceeded net sales. Operations
have been funded primarily from the issuance of debt and the sale of equity
securities aggregating approximately $17.7 million. In addition, the Company was
the beneficiary of proceeds from a $3 million key-man life insurance policy in
1993 upon the death of one of its executives.

     The Company used cash from operating activities of $170,000, $3,508,000,
$1,805,000 and $1,750,000 in Fiscal 1994, Fiscal 1995 and the 1995 and 1996
interim periods, respectively. Net cash used for operations in each of these
periods resulted primarily from the net loss. Cash used for operations in Fiscal
1994 reflected a transfer of cash from short term investments, a deposit
received relating to the initial commercial system, decreases in accounts
receivable and inventory and an increase in accrued retrofit costs for the
systems used in the United States clinical trials. Cash used for operations in
Fiscal 1995 reflected a decrease in inventory, an increase in other liabilities
and payments made under a severance agreement with a former executive officer.
Cash used for operations in the 1995 interim period reflected an increase in
accounts payable and payments made to a former executive officer. Cash used for
operations in the 1996 interim period reflected a payment made on a note payable
held by a supplier and a decrease in a customer deposit relating to the delivery
of a commercial system. The Company is eligible to receive reimbursement for 49%
of its qualified expenditures under the terms of a grant from the National
Institute for Standards & Technology ("NIST"). The Company received
reimbursements from this program of $19,000 and $93,000 for Fiscal 1995 and the
1996 interim period, respectively.

     The Company's investing activities have consisted primarily of expenditures
for property and equipment which totaled $476,000, $121,000, $63,000 and $41,000
in Fiscal 1994, Fiscal 1995, and the 1995 and 1996 interim periods,
respectively. Included in Fiscal 1994 and Fiscal 1995 is a ROBODOC System owned
by the Company and placed in a clinic in Germany for clinical evaluation. This
system was sold to the clinic during the 1996 interim period.

     Cash provided by financing activities from inception through June 30, 1996
is comprised of the net cash proceeds from the sale of a convertible note in the
principal amount of $3,000,000, together with accrued interest thereon of
$1,224,373 which was converted into a warrant to purchase 126,895 shares of
Common Stock at an exercise price of $0.01 per share in December 1995, the sale
of convertible preferred stock and warrants for $14,676,000, and the sale of
Common Stock for $9,000. As part of the recapitalization of the Company in
December 1995, the entire $3,000,000 principal amount of the convertible note,
together with accrued interest thereon of approximately $1,224,000, was
converted into a warrant to purchase Common Stock. A total of $11,734,000 of
preferred stock was converted into Common Stock in December 1995.

     The Company expects to incur additional operating losses and cash
requirements at least through 1997. These losses will be as a result of
expenditures related to product development projects and the establishment of
marketing, sales, service and training organizations. The timing and amounts of
these expenditures will depend on many factors, some of which are beyond the
Company's control, such as the requirements for and time required to obtain FDA
authorization to market the ROBODOC System, the progress of the Company's
product development projects and market acceptance of the Company's products.
The Company expects that the net proceeds of this Offering, together with cash
flow from operations, will be sufficient to finance its operations for the 12
months following the date of this Prospectus.
 
     The Company's independent auditors have included an explanatory paragraph
in their report on the Company's financial statements for the year ended
December 31, 1995, which indicates there is substantial doubt about the
Company's ability to continue as a going concern due to the Company's need to
generate cash from operations and obtain additional financing. See "Report of
Independent Auditors" on the Company's consolidated financial statements
appearing at page F-2 of this Prospectus.
 
                                       29
   33
 
                                    GLOSSARY
 
     The following glossary is intended to provide the reader with an
explanation of certain terms used in this Prospectus.

510(k)                       Pre-market notification application required in the
                             United States to market medical devices that are
                             "substantially equivalent" to medical devices
                             previously approved by the FDA or were marketed in
                             the United States prior to May 28, 1976 (the date
                             of the Medical Device Amendment to the FDC Act)
                             pursuant to the FDC Act.

ACTIVE ROBOT                 A robot that is capable of moving by itself. In the
                             context of robotic surgery, active robot refers to
                             a robot that performs a segment of a surgical
                             procedure under the supervision of a surgeon.

CE MARK                      The European conforming mark.

CONSUMABLES                  Disposable items consumed each time a surgery is
                             performed including sterile drapes, bone screws,
                             cutters and control pendants.
 
CT SCAN                      Computerized tomography scan, which produces
                             multiple x-ray "slices" taken close together, which
                             when reconstructed by a computer provide an
                             accurate three dimensional picture of a patient's
                             anatomy.

FDA                          U.S. Food and Drug Administration.

   
FDC Act                      Federal Food, Drug and Cosmetic Act, as amended,
                             and the regulations promulgated thereunder.

FIXATOR                      Device which holds the leg bone still and attaches
                             it to the robot base.

GMPs                         Good manufacturing practices regulations
                             promulgated by the FDA pursuant to the FDC Act.

   
IMPLANT                      Usually inert metal "hardware" left in the body to
                             repair injuries or replace joints.

IMPLANT LIBRARY              Visual three dimensional renderings of all the
                             sizes and shapes of implants available for use on
                             the system.

ISO                          Manufacturing standards established by the
                             International Standards Organization.

MRI                          Magnetic resonance imaging, a method of collecting
                             images of the body using radio waves, but without
                             radiation.

NIST                         National Institute of Standards and Technology of
                             the United States Department of Commerce.

ORTHOPAEDICS                 The branch of surgery concerned with the skeletal
                             system.
 
OSTEOTOMY                    An angular cut in a bone usually removing a wedge.
 
PASSIVE ROBOT                A passive robot requires the application of
                             external forces to cause motion. In the context of
                             robotic surgery, a passive robot is used only as an
                             aiming or holding device.

PMA                          Pre-market approved application required in the
                             United States to market new medical devices
                             pursuant to the FDC Act.

PROSTHESIS                   An artificial substitute for a body part, including
                             joints.

THR                          Primary total hip replacement.

   
TKR                          Total knee replacement.

   
TUV                          Technische Ubermachtungs Verein, a testing body in
                             Germany.

                                       30
   34
 
                                    BUSINESS
 
     The Company develops, manufactures, markets and services image-directed,
computer-controlled robotic products for surgical applications. The Company's
principal product is the ROBODOC(R) Surgical Assistant System, consisting of a
computer-controlled surgical robot and the Company's ORTHODOC(R) Presurgical
Planner. The ROBODOC System has been used for primary total hip replacement
surgery on over 425 patients worldwide. The Company believes its "active"
robotic system is the only available system that can accurately perform key
segments of surgical procedures with precise tolerances generally not attainable
by traditional manual surgical techniques. The ROBODOC System also allows the
surgeon to prepare a preoperative plan customized to the characteristics of the
individual patient's anatomy. The technology for the ROBODOC System was
initially developed at the University of California, Davis, in collaboration
with IBM.
 
     The ORTHODOC is a computer workstation which utilizes the Company's
proprietary software for preoperative surgical planning. The ORTHODOC is
included as part of the ROBODOC System or may be marketed separately by the
Company. The ORTHODOC converts CT scan data of a patient's femur into
three-dimensional images, and through a graphical user interface allows the
surgeon to examine the bone more thoroughly and to select the optimal implant
for the patient using a built-in library of available implants. A tape of the
planned surgical procedure, developed by the ORTHODOC, guides the surgical robot
arm of the ROBODOC System to accurately mill a cavity in the bone, thus allowing
the surgeon to properly orient and align the implant. Published scientific data
demonstrate that as a result of the precise milling of a cavity, the ROBODOC
System achieves over 95% bone-to-implant contact, as compared to an average of
20% bone-to-implant contact when surgery is performed manually.
 
     THR surgery involves the insertion of an implant into a cavity created in
the patient's femur. Precise fit and correct alignment of the implant within the
femoral cavity are important for the long-term success of THR surgery. In
conventional THR surgery, a bone cavity is cut in the shape of the implant
manually with metal tools, and the surgical plan, including the selection of the
size and shape of the implant, is generally formulated based upon patient data
obtained from two-dimensional x-ray images of the patient's femur. Based upon
clinical experience to date at sites collecting applicable data for THR
surgeries performed with the ROBODOC System, the patients have become
weight-bearing in a shorter period, intraoperative fractures have been
dramatically reduced (no intraoperative fractures have resulted from THR
surgeries performed with the ROBODOC System to date) and the Company believes
that fewer hip revision surgeries (implant replacements) may be necessary, as
compared to primary THR surgery performed manually.
 
     In the past, a majority of THR implants have been held in place with
acrylic cement, which fills the spaces between the implant and the bone, thereby
anchoring the implant to the femoral cavity ("cemented implants"). During the
1980s, implants that did not require cement ("cementless implants") were
developed with materials designed to stimulate bone in-growth. The selection of
a cemented or cementless implant generally is based upon a patient's bone
condition and structure, age and activity level. Typically, cemented implants
are used for older, less active patients. Furthermore, all implants require
replacement within five to 20 years of the first operation. The software package
developed by the Company in collaboration with IBM and Johns Hopkins University
eliminates the distortion of the x-ray images of the patient's femur used in
planning hip revision surgery caused by the metal in the existing implant.
Consequently, the surgeon would have a clearer view of the remaining bone in
planning hip revision surgery and thereby be better able to remove fragmented
cement without removing any of the remaining thin thigh bone.
 
THE MARKET
 
     According to an industry study, in 1995 the worldwide orthopaedic market
(which includes power surgical instruments, prosthetic devices, fixation devices
and bone growth stimulants) was approximately $6.8 billion, including
approximately $3.9 billion in the United States (constituting approximately 57%
of the worldwide market) and approximately $1.8 billion in Europe (constituting
approximately 27% of the worldwide market). In 1995, over 600,000 hip implants
were sold worldwide, of which 280,000 were sold in the United States. Similarly
in 1995, over 400,000 knee implants were sold worldwide, of which 289,000 were
sold in the United States. The growth in hip and knee surgeries is expected to
be in the range of 4% to 7% per
 
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annum over the next several years. This anticipated growth is based upon the
growth in the number of people reaching an age (60 and over) where orthopaedic
surgeries are more prevalent, and also on an increasingly active population.
Finally, an earlier generation of implanted protheses have reached an age where
replacement is increasingly necessary, thus resulting in an increased demand for
hip and knee revision surgeries.
 
     According to the American Academy of Orthopaedic Surgeons, there are
approximately 15,000 orthopaedic surgeons in the United States and there are
over 5,000 hospitals performing orthopaedic surgeries that have, or have access
to, CT scanners. Of these, approximately 1,000 hospitals perform over 150
orthopaedic surgeries (hip and knee) per year. There are approximately 800
hospitals in Germany that have a CT scanner and perform the vast majority of the
orthopaedic surgeries. Since the procedure for performing THR surgery using the
ROBODOC System requires a CT scan of patient prior to surgery, these are the
primary centers that would consider purchasing the ROBODOC System. According to
industry sources, there are an additional 1,000 hospitals in the rest of Europe
that perform a significant number of orthopaedic and trauma surgeries. Thus, a
total of 1,800 hospitals in Europe are likely to consider acquiring the ROBODOC
System.
 
STRATEGY

     The Company will seek to establish itself as a leading provider of
innovative image-directed, computer-controlled robotic technologies worldwide,
initially for orthopaedic applications and subsequently for non-orthopaedic
surgical applications. The Company currently markets and sells ROBODOC Systems
only in Europe. The Company's business strategy is to concentrate its marketing
and sales efforts on selling the ROBODOC System throughout Europe over the next
three years. The Company will thereby attempt to establish an installed customer
base in Europe and other foreign markets through the sale of its ROBODOC System,
and offer its customers separate software packages for each new orthopaedic
application if, as and when developed by the Company. Consequently, the
Company's customers would be able to use the ROBODOC System as the platform for
performing a variety of orthopaedic surgical procedures without incurring
significant additional hardware costs. The Company also plans to further exploit
its image-directed robotics technology by incorporating additional imaging
modalities for presurgical planning, including ultrasound (which is less
expensive than CT) and magnetic resonance imaging (which unlike CT does not
involve the risk of radiation). The Company also intends to develop an active
robotic system capable of performing non-orthopaedic surgical procedures.

PRODUCTS
 
     The Company's products are:
 
  -- ROBODOC SYSTEM
 
     The ROBODOC System, which consists of a computer-controlled, five-axis
surgical robot and the Company's ORTHODOC Presurgical Planner, is an active
robotic system that can accurately perform key segments of surgical procedures
with precise tolerances generally not attainable by traditional surgical
techniques. The ROBODOC System allows the surgeon to prepare a preoperative plan
customized to the characteristics of the individual patient's anatomy and
generates a tape instructing the computer-controlled robot to implement the
surgical plan. The ROBODOC System includes a display console for screen prompts
and surgical plan simulation, a control cabinet for computers and other
electronic components, and proprietary applications and robot control software.
The surgeon communicates with the robot via a sterile controller. Attendant
supplies include custom surgical drapes, specially designed cutters, a
leg-holding device (fixator) and a bone motion-detecting apparatus.

     The sales price of the ROBODOC System is currently $635,000 and includes
full warranty, service, installation, training and some consumables. The current
list price for consumables averages approximately $700 per surgery. The service
contract is renewable annually for 10% of the original purchase price and
entitles the customer to upgrades and limited consumables.

                                       32
   36
 
  -- ORTHODOC

     The ORTHODOC is a Pentium(R)-based computer workstation which utilizes the
Company's proprietary software for preoperative surgical planning. The ORTHODOC
500, an integral part of the ROBODOC System, may be sold separately as a
surgical planner. The ORTHODOC 500 converts CT scan data of a patient's femur
into three dimensional models of the femur on a high-resolution monitor, and
through a graphical user interface permits the surgeon to examine the bone more
thoroughly, select the optimal implant for the patient using a built-in library
of available implants and select the position of the implant in the femur prior
to surgery. The ORTHODOC 100, which will be sold only on a stand-alone basis,
converts digitized x-rays of a patient's femur into pseudo three-dimensional
images for planning surgery.

   
     The Company expects the price of the ORTHODOC to range from $33,000 to
$95,000, depending on the features selected.

POTENTIAL ORTHOPAEDIC APPLICATIONS OF ROBODOC SYSTEM

     The Company intends to offer ROBODOC System customers separate software
packages for each new orthopaedic application if, as and when developed by the
Company. Consequently, the Company's customers would be able to use the ROBODOC
System as the platform to perform a variety of orthopaedic surgical procedures
without incurring significant additional hardware costs. The Company plans to
develop software packages for the following orthopaedic surgical procedures for
use with the ROBODOC System:

     Hip Revision.  Hip revision surgery generally is required to replace loose
or otherwise failed implants. Most implants require replacement in five to 20
years after the first operation. Hip revision surgery generally is difficult,
time consuming and complex. The metal in the existing implant distorts x-ray
images used for planning the surgery, obstructing the view of the remaining bone
and, if a cemented implant is to be replaced, the location of the fragmented
cement. The removal of the fragmented cement without removing any of the
remaining thin bone structure is a major challenge for the surgeon.
 
     The Company is developing a software package for hip revision surgery using
the ROBODOC System, in collaboration with IBM and Johns Hopkins University. The
development of the hip revision application is being funded in part by a grant
from the National Institute for Standards and Technology (Advanced Technology
Program) of the United States Department of Commerce. See "Business - Research
and Development." The first phase of the hip revision project relates to the
development and implementation of software to create a clearer image of the
remaining bone and fragmented cement in preparing the surgical plan. The second
phase of the project involves its validation in a clinical setting. The Company
believes that its hip revision software will improve surgical planning and
enable the five-axis robot to remove cement more precisely than if the hip
revision procedure were performed manually. The Company plans to conduct
clinical trials of the hip revision application in Europe before the end of
1996. Upon completion of the clinical trials, the Company intends to offer
software packages for the hip revision application to its customers.

     Total Knee Replacement.  The Company plans to develop a software package
for total knee replacement ("TKR") surgery using the ROBODOC System. The
proposed software package to be developed for TKR surgery is intended to enable
the ROBODOC System to select the optimal implant for the patient and make
accurate cuts in the bone, thus allowing the surgeon to properly orient and
align the implant. The proposed software package to be developed by the Company
for TKR surgery performed with the ROBODOC System, if and when developed, is
intended to result in a precise and accurate fit for implants that are properly
sized and placed, regardless of bone quality. Furthermore, the Company believes
that if and when this software package is developed, implant longevity and the
prognosis for restored biomechanics will be significantly improved as a result
of TKR surgery performed with the ROBODOC System.

   
     Vertebral Pedicle Screws.  Pedicle screws are used to fuse vertebrae in
need of repair due to trauma or herniated disc disease. The procedure involves
the placement of screws straight down the center of an irregular section of a
fragile bone only twice the diameter of the screw itself. Precise placement of a
screw affects the outcome of the surgery. Misplacement of a screw can result in
failure of the repair, trauma to the adjacent spinal cord, or rupture of nearby
blood sinuses which can hemorrhage severely. The Company believes that if

                                       33
   37

and when the development of the proposed software package for this surgical
procedure is completed, the ROBODOC System will be capable of performing this
surgical procedure more safely and effectively than surgery performed manually
since the computer-controlled robot is better able to precisely orient its tool
in a manner compatible with what is required for screw placement. Further
development work is required to refine and validate this application for
clinical use.

   
     Acetabulum Replacement and Revision.  The Company plans to complement the
THR femoral replacement application with acetabular cup planning and bone
preparation for hip socket replacement surgery. Currently, surgeons estimate the
size of the cup-shaped cavity in hip socket surgery using x-rays, which are
subject to distortion. Working in a narrow space with a limited view, the
surgeon ultimately selects the final cup size through trial and error. Due to
the limitations of available surgical tools, the surgeon is obliged to use a
hemispheric reamer and cup, although the human acetabulum (hip socket) is an
irregular shape. The Company believes that the software for this application, if
and when developed, would enable the computer-controlled robot to prepare an
accurate bed for the implant, based on its specifications, and could prepare an
irregularly shaped socket for a custom or anatomically-shaped acetabular
component. The three-dimensional capability of the ORTHODOC would better enable
it to determine and display the irregular shape of the acetabulum and instruct
the robot to prepare the proper socket. This procedure potentially could solve
the problem of leg-length discrepancies which often originate at the acetabulum.

   
     Osteotomies.  Osteotomies are precise cuts in bone intended to reshape or
realign abnormal or deformed structures. The Company's engineers have generated
a detailed work plan to adapt the ROBODOC System for use in performing long-bone
osteotomies on femurs and tibias (i.e., the shin bone). The proposed software
for this application, if and when developed is intended to enable the surgeon
using the views of the bone created by the ORTHODOC from CT scan data, to make
trial cuts, remove bone and manipulate the remaining fragments, and experiment
with the appropriate placement of plates and screws. The surgeon's final plan
would be saved on a tape which would instruct the robot where to make saw cuts.
The computer-controlled, five-axis robot would then orient itself in space by
using topographical features of the operative bone. A fixator would secure the
bone to the robot. The computer-controlled robot would then pre-place screw
holes to facilitate the final realignment and make the actual cuts.

SALES AND MARKETING
 
     Neither the ROBODOC System nor the ORTHODOC can be marketed in the United
States until clearance or approval is obtained from the FDA.
 
     The Company has commenced marketing the ROBODOC System, and plans to market
the ORTHODOC, to orthopaedic and trauma surgeons and hospitals in Western
Europe, through direct sales and arrangements with implant manufacturers.
Presentations to potential customers focus on the clinical benefits obtained by
patients, potential financial and marketing benefits obtained by hospitals and
surgeons. The Company promotes its products in Europe through presentations at
trade shows and advertisements in professional journals, technical and clinical
publications, as well as through direct mail campaigns. A significant portion of
the net proceeds of this Offering will be used for marketing and sales
activities with respect to Company's products, principally in Europe, and to
establish a sales and marketing staff. See "Use of Proceeds." To date, the
Company's direct sales efforts have been primarily in Germany. Over 315 THR
surgeries have been performed with the ROBODOC System at The
Berufsgenossenschaftliche Unfallklinik ("BGU") clinic in Frankfurt, Germany
since August 1994. As result of a significant increase in the number of THR
surgeries performed at the clinic with the ROBODOC System, the BGU clinic
purchased a second ROBODOC System in the second quarter 1996.
 
     To accelerate sales and reduce the lengthy sales cycle, the Company offers
lease financing for the ROBODOC System through arrangements with two major
multinational leasing companies. Based upon lease financing proposals offered to
customers in Germany by these leasing companies, the monthly lease payment for a
five-year lease for the ROBODOC System would be equivalent to the average price
of one THR surgery.
 
                                       34
   38
 
     The Company intends to commence marketing the ORTHODOC to hospitals,
orthopaedic surgeons and implant manufacturers in the United States, upon
receipt of clearance from the FDA. See "Risk Factors -- Government Regulation"
and "Business -- Government Regulation."

MANUFACTURING

   
     The Company's manufacturing process consists primarily of final assembly of
purchased components, testing of the products and packaging, and is conducted at
its facility in Sacramento, California, which currently can support the
construction of two ROBODOC Systems per month. The Company purchases
substantially all components for its ROBODOC System from outside vendors, then
assembles these parts and installs its proprietary software. The ROBODOC System
consists of the robot base and the control cabinet, which are connected through
four interface cables, and the ORTHODOC. The robot is supplied by a sole source
vendor, Sankyo Seiki of Japan, which customizes the robot to the Company's
specifications for use with the ROBODOC System. Upon delivery of a robot, the
Company performs a series of tests to verify proper functioning. The
customization and supply process for the robot currently requires four months
lead time. While alternatives to the robot are commercially available with
appropriate hardware modifications and engineering effort, there can be no
assurance that delays resulting from the required hardware modifications or
engineering effort to adopt alternative components would not adversely affect
the Company. See "Risk Factors -- Dependence on Supplier for Robot." Ancillary
items required to perform a robotic THR, including devices for fixing the hip
and attaching it to the robot, numerous probes and cutter bearing sleeves are
assembled and tested separately.

   
     Consumables, including sterile drapes, bone screws, cutters and pendants,
are also manufactured by outside vendors according to the Company's
specification and are inspected upon receipt to ensure that these specifications
are consistently met. The Company purchases these items in quantity and
distributes them on a per order basis. The Company also coordinates the
packaging and sterilization on certain items. The Company's policy is to procure
its consumables from vendors that it approves after ensuring that the goods
comply with the Company's sterilization requirements.

     The ORTHODOC consists of a pentium-based computer workstation and
associated peripherals, and includes the Company's proprietary software. The
Company purchases and then tests the computer as a complete package. A computer
board is added to interface to CT/x-ray scanner input modules and, if required,
the ROBODOC System's tape output drive. The hard drive is reformatted to accept
the operating system, and appropriate ORTHODOC software is installed. The unit
is built configured for 110 or 220 AC volt operation.

     The Company's manufacturing facilities are subject to periodic inspection
by the FDA for compliance with Good Manufacturing Procedures ("GMP"). In
addition, the Company's products will be required to satisfy European
manufacturing standards for sale in Europe. The Company believes that it is in
compliance with GMP and expects to obtain ISO-9000 certification, which will be
required for sales of its products in Europe after June 14, 1998, by the end of
1996. See "Risk Factors -- Government Regulation" and "Business -- Government
Regulation."

RESEARCH AND DEVELOPMENT
 
     Since its inception, the Company's research and development activities have
focused on the development of innovative image-directed computer-controlled
robotic products for surgical applications and operating software for these
products. The Company incurred research and development expenses of
approximately $2,361,000 and $2,720,000 in connection with the development of
the ROBODOC System and the ORTHODOC for the years ended December 31, 1995 and
December 31, 1994, respectively.
 
     The Company is developing a software package for hip revision surgery, in
collaboration with IBM and Johns Hopkins University, funded in part by a grant
from the National Institute for Standards and Technology (Advanced Technology
Program) of the United States Department of Commerce ("NIST"). Hip revision
surgery generally is difficult, time consuming and complex. The metal in the
existing implant distorts x-ray images used for planning the surgery,
obstructing the remaining bone, and if a cemented implant is to be
 
                                       35
   39
 
replaced, the location of the fragmented cement. The removal of the fragmented
cement without removing any of the remaining thin bone structure is a major
challenge for the surgeon. The first phase of the hip revision project relates
to the development and implementation of software to create a clearer image of
the remaining bone and fragmented cement in preparing the surgical plan. The
second phase of the project involves its validation in a clinical setting. The
Company believes that its hip revision software will improve surgical planning
for hip revision surgery and would enable the five-axis robot to remove cement
more precisely than if the hip revision procedure was performed manually.
 
     Under the terms of the NIST grant, the Company, IBM and Johns Hopkins
University are entitled to reimbursement for 49% of the expenses incurred in
connection with the project for a period of three years. The maximum amount of
expenses subject to reimbursement under the grant is approximately $4,000,000,
so that not more than approximately $1,960,000 in expenses may be reimbursed in
the aggregate to the Company, IBM and Johns Hopkins University under the grant.
The Company has incurred research and development expenses of approximately
$350,100 in connection with the hip revision project through June 30, 1996. As
of June 30, 1996, the Company had received $112,508 and IBM had received
$107,340 of a total of $219,848 distributed under the grant. A portion of the
net proceeds of this Offering will be used for the development of the hip
revision application. See "Use of Proceeds" and "Business--Potential Orthopaedic
Applications of ROBODOC System." The Company expects to commence clinical trials
for the hip revision application in Europe before the end of 1996.
 
     The Company is expanding the library of implants used at clinical sites to
include multiple implant lines, revision stems, and custom-made prostheses. The
Company has also commenced preliminary work with respect to the application of
the base technology for total knee replacement surgery.

     As of September 1, 1996, the Company's engineering staff was comprised of
14 engineers (including three Ph.D.s) in a variety of specialities.

SCIENTIFIC ADVISORY BOARD
 
     The Company has established relationships with the outside scientific
advisors listed below. These scientific and medical experts provide strategic
advice to the Company regarding its research and development programs, new
technological advances and medical requirements. It is anticipated that meetings
of the Company's scientific advisors will be held quarterly.
 
     RUSSELL TAYLOR, PH.D., has been a professor of Computer Science at Johns
Hopkins University since 1995. From 1976 through 1995, Dr. Taylor was a manager
of various departments at the Research Division of IBM. Dr. Taylor is Editor
Emeritus of the International Journal of Robotics Research and the Journal of
Image Guided Surgery and Medical Image Analysis. Dr. Taylor received a Ph.D. in
Computer Science from Stanford University in 1976.
 
     RONALD KIKINIS, M.D. has been the Director of the Surgical Planning
Laboratory of the Department of Radiology, Brigham & Women's Hospital and
Harvard Medical School since 1989 and has been an Adjunct Assistant Professor of
Biomedical Engineering at Boston University since 1992. From 1986 to 1988, Dr.
Kikinis was a research fellow at the ETH in Zurich and a resident at the
University Hospital in Zurich. He received his M.D. from the University of
Zurich, Switzerland in 1982.

     KENNETH ALAN KRACKOW, M.D., an orthopaedic surgeon specializing in total
knee replacement, has been a professor of Orthopaedics at the State University
of New York at Buffalo and head of the Department of Orthopaedic Surgery at
Buffalo General Hospital since 1992. From 1990 through 1992, he was a Professor
of Orthopaedic Surgery at Johns Hopkins University. Dr. Krackow received an M.D.
from Duke University in 1971.

   
     RAINER KOTZ, M.D., an orthopaedic surgeon specializing in total hip
replacement and limb salvage, is the Head of the Department of Orthopaedics,
University of Vienna, Austria. He is President elect of the European Federation
of Orthopaedists and Traumatologists.

                                       36
   40
 
COMPETITION

     The principal competition for the ROBODOC System is manual surgery
performed by orthopaedic surgeons, using surgical power tools and manual
devices. The providers of these instruments are the major orthopaedic companies,
which include Howmedica (a division of Pfizer), located in New York; Zimmer (a
division of Bristol-Myers Squibb), located in Indiana; Johnson & Johnson,
located in New Jersey; DePuy (a division of Boehringer-Manheim), located in
Indiana; Biomet, located in Indiana; and Osteonics (a division of Stryker),
located in New Jersey. There are companies in the medical products industry,
particularly the major orthopaedic companies, capable of developing and
marketing computer-controlled robotic systems for surgical applications, many of
whom have significantly greater financial, technical, manufacturing, marketing
and distribution resources than the Company, and have established reputations in
the medical device industry. However, the Company believes that it enjoys a
significant competitive advantage over such companies in view of the time
required to develop an image-directed, computer controlled robotic system and to
obtain the necessary regulatory approvals, including the sponsorship of clinical
trials. There can be no assurance that future competition will not have a
material adverse effect on the Company's business.

   
     The Company's ROBODOC System represents a significant technological
advancement with respect to the manner in which THR surgery is performed. The
Company's image-directed, computer-controlled robotic technology is intended to
complement, rather than replace surgeons in performing THR and other orthopaedic
surgeries. Although there are companies which market technologically advanced
surgical tools used by surgeons in performing orthopaedic surgeries, including
passive robot systems that direct the surgeon in planning and performing
surgical procedures, (e.g., aiming and holding devices), the Company believes
that the ROBODOC System is the only active robotic system that performs a key
segment of THR surgery (i.e., milling a bone cavity) under the supervision of a
surgeon. The cost of the ROBODOC System represents a significant capital
expenditure for a customer, and accordingly may discourage purchases by certain
customers. The Company intends to offer its customers separate software packages
for each new orthopaedic application developed by the Company. Consequently, the
Company's customers would be able to use the ROBODOC System as the platform to
perform a variety of orthopaedic surgical procedures without incurring
significant additional hardware costs.

WARRANTY AND SERVICE
 
     The Company offers a full warranty, covering parts and labor, for the first
year following the purchase of its products, which warranty coverage can be
extended on an annual basis by purchasing a maintenance agreement at a price of
10% of the original purchase price of the product.
 
     Generally, minor problems have been diagnosed through modem and fixed on
site by users. The Company has developed a service program using a high volume
clinical site as a model. The Company plans to provide 24-hour turn around time
for any site. The Company has recruited a service person in Europe through an
arrangement with a third party to service its customer base.
 
     The Company plans to continue training its customers with its in-house
technical staff. Following the completion of this Offering, the Company
anticipates hiring a staff of technicians to train customers.
 
PATENTS AND PROPRIETARY RIGHTS
 
     The Company relies on a combination of patent, trade secret, copyright and
trademark laws and contractual restrictions to establish and protect proprietary
rights in its products and to maintain its competitive position.
 
     The Company has filed two patent applications, and is preparing for filing
additional patent applications covering various aspects of its technology. In
addition, IBM has agreed not to assert infringement claims against the Company
with respect to an IBM patent relating to robotic medical technology, to the
extent such technology is used in the Company's products. Furthermore,
significant portions of the ORTHODOC and ROBODOC System software are protected
by copyrights. IBM has granted the Company a royalty-free license for the
underlying software code for the ROBODOC System. In addition, the Company has
registered the marks ROBODOC and ORTHODOC.
 
                                       37
   41

     The Company's ability to compete successfully may depend, in part, on its
ability to obtain and protect patents, protect trade secrets and operate without
infringing the proprietary rights of others. However, there can be no assurance
that pending or future patent applications will mature into issued patents, or
that the Company will continue to develop its own patentable technologies.
Further, there can be no assurance that any patents that may be issued in the
future will effectively protect the Company's technology or provide a
competitive advantage for the Company's products or will not be challenged,
invalidated, or circumvented in the future. In addition, there can be no
assurance that competitors, many of which have substantially more resources than
the Company and have made substantial investments in competing technologies,
will not obtain patents that will prevent, limit or interfere with the Company's
ability to make, use or sell its products either in the United States or
internationally.

     Patent applications in the United States are maintained in secrecy until
patents issue, and patent applications in foreign countries are maintained in
secrecy for a period after filing. Publication of discoveries in the scientific
or patent literature tends to lag behind actual discoveries and the filing of
related patent applications. Patents issued and patent applications filed
relating to medical devices are numerous and there can be no assurance that
current and potential competitors and other third parties have not filed or in
the future will not file applications for, or have not received or in the future
will not receive, patents or obtain additional proprietary rights relating to
products or processes used or proposed to be used by the Company.

     The Company's patent counsel has not undertaken any infringement study to
determine if the Company's products and pending patent applications infringe on
other existing patents. The medical device industry has been characterized by
substantial competition and litigation regarding patent and other proprietary
rights. The Company intends to vigorously protect and defend its patents and
other proprietary rights relating to its proprietary technology. Litigation
alleging infringement claims against the Company (with or without merit), or
instituted by the Company to enforce patents issued to the Company or to protect
trade secrets or know-how owned by the Company or to determine the
enforceability, scope and validity of the proprietary rights of others, is
costly and time consuming. If any relevant claims of third-party patents are
upheld as valid and enforceable in any litigation or administrative proceedings,
the Company could be prevented from practicing the subject matter claimed in
such patents, or could be required to obtain licenses from the patent owners of
each patent, or to redesign its products or processes to avoid infringement.
There can be no assurance that such licenses would be available or, if
available, would be available on terms acceptable to the Company or that the
Company would be successful in any attempt to redesign its products or processes
to avoid infringement. Accordingly, an adverse determination in a judicial or
administrative proceeding or failure to obtain necessary licenses could prevent
the Company from manufacturing and selling its products, which would have a
material adverse effect on the Company's business, financial condition and
results of operations.

     Legislation is pending in Congress that may limit the ability of medical
device manufacturers in the future to obtain patents on surgical and medical
procedures that are not performed by, or as part of, devices or compositions
which are themselves patentable. While the Company cannot predict whether the
legislation will be enacted, or precisely what limitations will result from the
law if enacted, any limitation or reduction in the patentability of medical and
surgical methods and procedures could have a material adverse effect on the
Company's ability to protect its proprietary methods and procedures.
 
     The Company requires each of its employees, consultants, and advisors to
execute confidentiality and assignment of inventions and proprietary information
agreements in connection with their employment, consulting or advisory
relationships with the Company. These agreements generally provide that all
inventions, ideas and improvements made or conceived by the individual arising
out of his relationship with the Company will be the exclusive property of the
Company. This information is required to be kept confidential and not disclosed
to third parties, except with the consent of the Company or under certain
circumstances. However, there can be no assurance that these agreements will
provide effective protection for the Company's proprietary information in the
event of unauthorized use or disclosure of such information, or that the Company
will have adequate remedies in the event of such breach. Furthermore, no
assurance can be given that competitors will not independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to the Company's proprietary technology, or that the Company can
meaningfully protect its rights in unpatented proprietary technology.
 
                                       38
   42
 
GOVERNMENT REGULATION

     The medical devices to be marketed and manufactured by the Company are
subject to extensive regulation by the FDA and, in some instances, by foreign
and state governments. Pursuant to the Federal Food, Drug, and Cosmetic Act of
1976, as amended, and the regulations promulgated thereunder (the "FDC Act"),
the FDA regulates the clinical testing, manufacture, labeling, distribution, and
promotion of medical devices. Noncompliance with applicable requirements can
result in, among other things, fines, injunctions, civil penalties, recall or
seizure of products, total or partial suspension of production, failure of the
government to grant pre-market clearance or pre-market approval for devices,
withdrawal of marketing clearances or approvals, and criminal prosecution. The
FDA also has the authority to request repair, replacement or refund of the cost
of any device manufactured or distributed by the Company.

     In the United States, medical devices are classified into one of three
classes (Class I, II or III), on the basis of the controls deemed necessary by
FDA to reasonably assure their safety and effectiveness. Under FDA regulations,
Class I devices are subject to general controls (e.g., labeling, pre-market
notification and adherence to good manufacturing practices ("GMPs")) and Class
II devices are subject to general and special controls (e.g., performance
standards, postmarket surveillance, patient registries, and FDA guidelines).
Generally, Class III devices are those which must receive pre-market approval by
the FDA to ensure their safety and effectiveness (e.g., life-sustaining,
life-supporting and implantable devices, or new devices which are not
substantially equivalent to legally marketed devices).
 
     Before a new device can be introduced into the market, the manufacturer
must generally obtain FDA permission to market through either a 510(k)
notification or a pre-market approval ("PMA") application. A 510(k) clearance
will be granted if the submitted information establishes that the proposed
device is "substantially equivalent" to a legally marketed Class I or II medical
device, or to a Class III medical device for which the FDA has not called for
PMAs. The FDA has recently been requiring a more vigorous demonstration of
substantial equivalence than in the past, including in some cases requiring
clinical data. It generally takes from four to twelve months from the date of
submission to obtain a 510(k) clearance, but it may take longer. The FDA may
determine that a proposed device is not substantially equivalent to a legally
marketed device, or that additional information is needed before a substantial
equivalence determination can be made. A "not substantially equivalent"
determination, or a request for additional information, could delay the market
introduction of a new product that falls into this category and could have a
material adverse effect on the Company's business, financial condition and
results of operations. For any of the Company's products that are cleared
through the 510(k) process, modifications or enhancements that could
significantly affect the safety or efficacy of the device or that constitute a
major change to the intended use of the device will require new 510(k)
submissions.
 
     A PMA application must be filed if a proposed device is not substantially
equivalent to a legally marketed Class I or Class II device, or if it is a
pre-amendment Class III device for which FDA has called for PMAs. A PMA
application must be supported by valid scientific evidence, which typically
includes extensive data, including human clinical trial data to demonstrate the
safety and effectiveness of the device. The PMA application must also contain
the results of all relevant bench tests, laboratory and animal studies, a
complete description of the device and its components, and a detailed
description of the methods, facilities and controls used to manufacture the
device. In addition, the submission must include the proposed labeling,
advertising literature and any required training materials.
 
     Upon receipt of a PMA application, the FDA makes a threshold determination
as to whether the application is sufficiently complete to permit a substantive
review. If the FDA determines that the PMA application is sufficiently complete
to permit a substantive review, the FDA will accept the application for filing.
Once the submission is accepted for filing, the FDA begins an in-depth review of
the PMA. An FDA review of a PMA application generally takes one to two years
from the date the PMA application is accepted for filing, but may take
significantly longer. The review time is often significantly extended by the FDA
asking for more information or clarification of information already provided in
the submission. During the review period, an advisory committee, typically a
panel of clinicians, will likely be convened to review and evaluate the
application and provide recommendations as to whether the device should be
approved. The FDA is not
 
                                       39
   43
 
bound by the recommendations of the advisory panel. Toward the end of the PMA
review process, the FDA generally will conduct an inspection of the
manufacturer's facilities to ensure that the facilities are in compliance with
applicable GMP requirements.
 
     If the FDA's evaluations of both the PMA application and the manufacturing
facilities are favorable, FDA will either issue an approval letter or an
approvable letter, which usually contains a number of conditions which must be
met in order to secure final approval of the PMA. When and if those conditions
have been fulfilled to the satisfaction of FDA, the agency will issue a PMA
approval letter, authorizing commercial marketing of the device for certain
indications. If the FDA's evaluation of the PMA application or manufacturing
facilities are not favorable, the FDA will deny approval of the PMA application
or issue a "non-approvable letter." The FDA may also determine that additional
clinical trials are necessary, in which case PMA approval may be delayed for
years while additional clinical trials are conducted and submitted in an
amendment to the PMA. The PMA process can be expensive, uncertain and lengthy
and a number of devices for which FDA approval has been sought by other
companies have never been approved for marketing.
 
     Modifications to a device that is the subject of an approved PMA, its
labeling, or manufacturing process may require approval by the FDA of PMA
supplements or new PMAs. Supplements to a PMA often require the submission of
the same type of information required for an initial PMA, except that the
supplement is generally limited to that information needed to support the
proposed change from the product covered by the original PMA.
 
     There can be no assurance that the Company will be able to obtain necessary
regulatory approvals for current products or products under development on a
timely basis, or at all, or that the Company will have the necessary resources
to obtain such approval. Delays in receipt of or failure to receive such
approvals, the loss of previously received approvals, or failure to comply with
existing or future regulatory requirements would have a material adverse effect
on the Company's business, financial condition and results of operation.
 
     If human clinical trials of a device are required in connection with either
a 510(k) notification or a PMA application, and the device presents a
"significant risk," the sponsor of the trial (usually the manufacturer or the
distributor of the device) is required to file an investigational device ("IDE")
application prior to commencing human clinical trials. The IDE application must
be supported by data, typically including the results of animal and laboratory
testing. If the IDE application is reviewed and approved by the FDA and one or
more appropriate Institutional Review Boards ("IRBs"), human clinical trials may
begin at a specific number of investigational sites with a specific number of
patients, as approved by the FDA. If the device presents a "nonsignificant risk"
to the patient, a sponsor may begin the clinical trial after obtaining approval
for the study by one or more appropriate IRBs, without the need for FDA
approval. Sponsors of clinical trials are permitted to sell those devices
distributed in the course of the study provided such compensation does not
exceed recovery of the costs of manufacture, research, development and handling.
An IDE supplement must be submitted to and approved by FDA before a sponsor or
an investigator may make a change to the investigational plan that may affect
its scientific soundness or the rights, safety or welfare of human subjects.
 
     Any products manufactured or distributed by the Company pursuant to the FDA
clearances or approvals are subject to pervasive and continuing regulation by
the FDA, including recordkeeping requirements and reporting of adverse
experiences with the use of the device. Device manufacturers are required to
register their establishments and list their devices with the FDA and with
certain state agencies and are subject to periodic inspections by the FDA and
certain state agencies. The FDC Act requires devices to be manufactured in
accordance with GMP regulations, which impose certain procedural and
documentation requirements upon the Company with respect to manufacturing and
quality assurance activities. The FDA has proposed changes to the GMP
regulations which, if finalized, would likely increase the cost of complying
with GMP requirements.
 
     The Company intends to file a pre-market approval application ("PMA") with
the FDA in the second quarter of 1997 for approval to market the ROBODOC System
in the United States. To date, the Company has conducted a clinical trial in the
United States at three centers with 129 patients enrolled, consisting of 68
patients receiving treatment with the ROBODOC System and 61 control patients not
receiving such treatment. The Company is no longer enrolling patients in this
clinical trial but continues to follow patients who have received treatment.
Although the Company believes that the existing patient base is sufficient to
 
                                       40
   44
 
support a PMA application, there can be no assurance that the FDA will not
require enrollment of more patients in the current study or require a new
clinical study. If the FDA requires the Company to obtain additional clinical
data by enrolling more patients or beginning another study, there would be a
substantial delay in submitting a PMA application and a substantial increase in
the cost. Regardless of whether the FDA requires additional clinical data, there
can be no assurance that the Company will submit a PMA application or receive
FDA approval for the ROBODOC System in a timely fashion, if at all.
 
     After receipt of PMA approval, if any, the Company expects that the FDA
would consider new surgical applications for the ROBODOC System to be new
indications for use, which generally would require FDA approval of a PMA
supplement or, possibly, a new PMA. The FDA is also likely to require additional
approvals before the agency will permit the Company to incorporate new imaging
modalities (such as ultrasound and MRI) or other new technologies in the ROBODOC
System. The FDA likely will require that such additional approvals be supported
by clinical data.
 
     In February 1996, the Company filed a 510(k) submission for the ORTHODOC as
a stand-alone device. The Company is in the process of formulating a response to
correspondence from the FDA in which the agency stated that it could not
determine the ORTHODOC's substantial equivalence to legally marketed predicate
devices without certain additional information. There can be no assurance that
FDA will consider the Company's response adequate or that the ORTHODOC will
receive 510(k) clearance in a timely fashion, or at all.
 
     Labeling and promotion activities are subject to scrutiny by FDA and in
certain instances, by the Federal Trade Commission. Current FDA enforcement
policy prohibits marketing approved medical devices for unapproved uses. The
Company and its products are also subject to a variety of state laws and
regulations in those states or localities where its products are or will be
marketed. Any applicable state or local regulations may hinder the Company's
ability to market its products in those states or localities. Manufacturers are
also subject to numerous federal, state and local laws relating to such matters
as safe working conditions, manufacturing practices, environmental protection,
fire hazard control and disposal of hazardous or potentially hazardous
substances. There can be no assurance that the Company will not be required to
incur significant costs to comply with such laws and regulations now or in the
future or that such laws or regulations will not have a material adverse effect
upon the Company's business, financial condition or results of operations.
 
     Exports of products that have market clearance from FDA do not require FDA
export approval. However, some foreign countries require manufacturers to
provide an FDA certificate for products for export ("CPE") which requires the
device manufacturer to certify to the FDA that the product has been granted
pre-market clearance in the United States and that the manufacturing facilities
appeared to be in compliance with GMPs at the time of the last GMP inspection.
The FDA generally will not issue a CPE if significant outstanding GMP violations
exist.
 
     Exports of products subject to the 510(k) notification requirements, but
not yet cleared to market, are permitted without FDA export approval provided
certain requirements are met. Unapproved products subject to the PMA
requirements must receive prior FDA export approval unless they are approved for
use by any member country of the European Community and certain other countries,
including Australia, Canada, Israel, Japan, New Zealand, Switzerland, South
Africa, in which case they can be exported to any country without prior FDA
approval. To obtain FDA export approval, when it is required, certain
requirements must be met and information must be provided to the FDA, including
documentation demonstrating that the product is approved for import into the
country to which it is to be exported and, in some instances, safety data from
animal or human studies. There can be no assurance that the Company will receive
FDA export approval when such approval is necessary, or that countries to which
the devices are to be exported will approve the devices for import. Failure of
the Company to obtain CPEs, meet FDA's export requirements, or obtain FDA export
approval when required to do so, could have a material adverse effect on the
Company's business, financial condition and results of operations.
 
     The introduction of the Company's products in foreign markets will also
subject the Company to foreign regulatory clearances which may impose additional
substantive costs and burdens. International sales of medical devices are
subject to the regulatory requirements of each country. The regulatory review
process varies from country to country. Many countries also impose product
standards, packaging requirements, labeling requirements and import restrictions
on devices. In addition, each country has its own tariff
 
                                       41
   45
 
regulations, duties and tax requirements. The approval by the FDA and foreign
government authorities is unpredictable and uncertain, and no assurance can be
given that the necessary approvals or clearances for the Company's products will
be granted on a timely basis or at all. Delays in receipt of, or a failure to
receive, such approvals or clearances, or the loss of any previously received
approvals or clearances, could have a material adverse effect on the Company's
business, financial condition and results of operations.
 
     The Company has designed its products to meet international electro-medical
standards and has received certification by TUV, a testing body in Germany, as a
notified body for having met the essential requirements of the European
Directives. TUV certification allows the system to be marketed in the European
Community under the CE mark. In addition, the Company had pursued import
authorization from most of the countries of the European Community and the
European Economic Area. The system is already registered for distribution in
Italy, France, The Netherlands and Germany, and the Company has started the
registration process in Spain.
 
     The Company's products are subject to continued and pervasive regulation by
the FDA and foreign and state regulatory authorities. Changes in existing
requirements or adoption of new requirements or policies could adversely affect
the ability of the Company to comply with regulatory requirements. Failure to
comply with regulatory requirements could have a material adverse effect on the
Company's business, financial condition and results of operations. There can be
no assurance that the Company will not be required to incur significant costs to
comply with laws and regulations in the future or that the failure to comply
with such laws or regulations will not have a material adverse effect upon the
Company's business, financial condition or results of operations.
 
PRODUCT LIABILITY
 
     The manufacture and sale of medical products exposes the Company to the
risk of significant damages from product liability claims. The Company maintains
product liability insurance against product liability claims in the amount of $5
million per occurrence and $5 million in the aggregate. In addition, in
connection with the sale of ROBODOC Systems, the Company enters into
indemnification agreements with its customers pursuant to which the customers
indemnify the Company against any claims against it arising from improper use of
the ROBODOC System. There can be no assurance, however, that the coverage limits
of the Company's insurance policies will be adequate, that the Company will
continue to be able to procure and maintain such insurance coverage, that such
insurance can be maintained at acceptable costs, or that customers will be able
to satisfy indemnification claims. Although the Company has not experienced any
product liability claims to date, a successful claim brought against the Company
in excess of its insurance coverage could have a materially adverse effect on
the Company's business, financial condition, and results of operations.
 
FACILITIES
 
     The Company's executive offices and production facility, comprising a total
of approximately 15,000 square feet of space, are located in Sacramento,
California. The Company occupies its manufacturing facility premises pursuant to
a lease that expires in 1998 and occupies its office facilities on a
month-to-month tenancy. The total rent expense for these premises is
approximately $12,300 per month. The lease for the Company's manufacturing
facility provides for escalation of rent at the rate of 5% per annum. See Note 8
of notes to consolidated financial statements. The Company is considering
alternative lease arrangements, and believes that alternative space is available
on reasonable terms. While the Company believes that its existing facilities are
adequate for its present operations, it anticipates that within the next two
years it will be required to relocate to a larger facility of from 20,000 to
25,000 square feet to accommodate future growth in manufacturing and research
and development.
 
EMPLOYEES

     As of September 1, 1996, the Company had 26 full time employees, including
14 in research and development, three in manufacturing, four in regulatory
affairs and quality assurance, and five in administration. The Company also has
two part-time employees. None of the Company's employees is covered by a
collective bargaining agreement. The Company believes its relationship with its
employees is satisfactory.

LITIGATION
 
     The Company is not a party to any legal proceedings.
 
                                       42
   46
 
                                   MANAGEMENT
 
DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES
 
     The directors, executive officers and key employees of the Company are as
follows:

              NAME                 AGE                         POSITION
- ---------------------------------  ---   -----------------------------------------------------
                                   
Ramesh C. Trivedi(1).............  56    President and Chief Executive Officer and a Director
James C. McGroddy(1)(2)..........  59    Chairman of the Board
Wendy Shelton-Paul...............  44    Vice President of Medical Affairs and a Director
Michael J. Tomczak...............  41    Vice President and Chief Financial Officer
Peter Kazanzides.................  35    Director of Robotics and Software
Brent D. Mittelstadt.............  37    Director of Biomedical Applications
Stu Heald........................  59    Manager of Manufacturing
John N. Kapoor(1)(2).............  52    Director
Paul A.H. Pankow.................  66    Director

 
- ---------------
(1) Member of Compensation Committee of the Board of Directors.

(2) Member of Audit Committee of the Board of Directors.

     RAMESH C. TRIVEDI, PH.D., has been President, Chief Executive Officer and a
Director of the Company since November 1995, and served as a consultant to the
Company from February 1995 until November 1995. Dr. Trivedi has over 25 years
experience in the healthcare field. Dr. Trivedi founded California Biomedical
Consultants in 1987, an international consulting firm. From 1985 to 1986, Dr.
Trivedi was the President and Chief Executive Officer of DigiRad Corporation, a
medical imaging company. He was the director of business development of Syva
Company and the General Manager of Synaco, Inc., divisions of Syntex
Corporation, from 1978 to 1984. From 1972 to 1978, Dr. Trivedi was the head of
the product management group at the Worthington division of Millipore, and the
head of the chemistry group of the Diagnostic Division of Pfizer, Inc. from 1971
to 1972. Dr. Trivedi received a Ph.D. in Chemical Engineering from Lehigh
University in 1970 and an MBA from Pepperdine University in 1981.

     JAMES C. MCGRODDY, PH.D., has been Chairman of the Board of Directors of
the Company since November 1995. He has been employed by IBM since 1965, and
since January 1, 1996 has served as Senior Vice President and Special Advisor to
the Chairman of IBM. From May 1989 to December 31, 1995, Dr. McGroddy was Senior
Vice President of Research of IBM with responsibility for approximately 2,500
technical professionals in IBM's seven research laboratories around the world.
He is a member of IBM's Worldwide Management Council. The Company has been
advised by IBM that Mr. McGroddy is retiring from IBM effective December 31,
1996. Dr. McGroddy has been involved in the development of the Company since its
inception in October 1990, initially as an advisor and since November 1995 as a
Director. Dr. McGroddy received a Ph.D. in physics from the University of
Maryland in 1965. Mr. McGroddy was appointed to the Board of Directors as the
designee of IBM pursuant to a Stockholders' Agreement. See "Certain
Transactions -- Initial Transactions with IBM."

     WENDY SHELTON-PAUL, DVM, has been a Director of the Company since February
1993. Dr. Shelton-Paul served as a consultant to the Company from February 1993
to January 1994, when she joined the Company as its Vice President of Medical
Affairs. From February 1995 through November 1995, she served as Acting Chief
Executive Officer of the Company. Until 1993, Dr. Shelton-Paul owned and
operated a private veterinary practice. Dr. Shelton-Paul received a DVM from the
University of California School of Veterinary Medicine in 1981.
 
     MICHAEL J. TOMCZAK has been Vice President and Chief Financial Officer of
the Company since October 1991. From September 1988 to October 1991, Mr. Tomczak
served as a Senior Manager of Ernst & Young LLP, directing its Entrepreneurial
Services Group in the Sacramento office. From September 1985 to September 1988,
Mr. Tomczak served as Vice President of Finance for Valley Industries, a leading
manufacturer of automotive products. Mr. Tomczak became a certified public
accountant in Michigan in 1981 and in California in 1989. He received a B.A.
from Western Michigan University in 1979.
 
                                       43
   47

     PETER KAZANZIDES, PH.D., a co-founder of the Company, has been an employee
of the Company since November 1990 and Director of Robotics and Software of the
Company since December 1995. He received Sc.B., Sc.M., and Ph.D. degrees in
electrical engineering from Brown University in 1983, 1985, and 1988,
respectively. His dissertation focused on force control and multiprocessor
systems for robotics. He performed post-doctoral research in surgical robotics
from March 1989 to March 1990 at the IBM T.J. Watson Research Center.

   
     BRENT D. MITTELSTADT, a co-founder of the Company, has been an employee of
the Company since November 1990 and Director of Surgical Applications of the
Company since December 1995. He began research in surgical robotics in 1986 as a
visiting research scientist at the IBM T.J. Watson Research Center and is
responsible for much of the early development of CT guided robotic systems for
total hip replacement surgery. Mr. Mittelstadt received a B.S. in Biology from
the University of Arizona in 1984.

   
     STU HEALD has been Manager of Manufacturing of the Company since June 1996.
Mr. Heald has over thirty years experience in manufacturing products. From
September 1993 to June 1996, Mr. Heald served as Operations Manager at Advanced
Power Systems. From October 1986 to August 1993, Mr. Heald served as Shop
Operation Manager at Resonex, a manufacturer of magnetic resonance imaging
systems. Mr. Heald received a B.S. in Industrial Management from California
State University San Francisco in 1962.

     JOHN N. KAPOOR, PH.D., has been a Director of the Company since December
1995. Dr. Kapoor founded EJ Financial Enterprises, Inc., a healthcare consulting
and investment company, in March 1990, of which he is currently President. Dr.
Kapoor is presently Chairman of Option Care, Inc., a public outpatient and home
infusion healthcare company. Dr. Kapoor also is the Chairman of Unimed
Pharmaceuticals, Inc., a specialty pharmaceutical company; Akorn, Inc., a
manufacturer and distributor of ophthalmic products, of which Dr. Kapoor also is
the Chief Executive Officer; and NeoPharm, Inc., a cancer drug research and
development company. Dr. Kapoor received a Ph.D. in medicinal chemistry from
State University of New York in 1970.
 
     PAUL A.H. PANKOW has been a Director of the Company since May 1995. Since
March, 1995, Mr. Pankow has been President of PAP Consulting, a business and
technical consulting firm. From September 1959 to February 1995, Mr. Pankow held
various senior management positions with 3M Corporation, most recently as a Vice
President, and as Chief Executive Officer of the Imaging Systems Division. He
currently serves as chairman of the Optoelectronic Industry Development
Association and is a member of several other industry boards. Mr. Pankow
received a B.S. in mechanical engineering and business administration from the
University of Minnesota in 1956.
 
     All directors hold office until the annual meeting of stockholders of the
Company following their election or until their successors are duly elected and
qualified. Officers are appointed by the Board of Directors and serve at its
discretion.

     Directors do not receive any cash compensation from the Company for service
as members of the Board of Directors; however, the Company reserves the right to
adopt a policy providing for compensation of independent directors. On July 26,
1996, Mr. Pankow was granted an option to purchase 2,704 shares of Common Stock
at an exercise price of $2.07 per share.

                                       44
   48
 
SUMMARY COMPENSATION TABLE
 
     The following table sets forth the compensation awarded to, earned by or
paid to the Company's Chief Executive Officer and each other executive officer
of the Company whose salary and bonus for the year ended December 31, 1995
exceeded $100,000 (collectively, the "Named Executive Officers").

                                                    ANNUAL COMPENSATION             LONG-TERM
                                             ----------------------------------    COMPENSATION
                                                                      OTHER         SECURITIES
                                                                      ANNUAL        UNDERLYING
NAME AND PRINCIPAL POSITION                  YEAR      SALARY      COMPENSATION      OPTIONS
- -------------------------------------------  -----    --------     ------------   --------------
                                                                      
Ramesh C. Trivedi..........................   1995    $ 34,014(1)          --               0(2)
  Chief Executive Officer and President
Wendy Shelton-Paul.........................   1995    $120,000(3)          --          13,517(4)
  Vice President of Medical Affairs
Michael J. Tomczak.........................   1995    $104,000(5)          --           8,786(4)
  Vice President and Chief Financial
     Officer

 
- ---------------
   
(1) Includes compensation award to, earned by or paid to Dr. Trivedi as Chief
    Executive Officer and President of the Company from November 15, 1995, when
    he assumed these offices through the end of the year. Does not include fees
    of $256,175 for consulting services rendered to the Company from February
    1995 until November 15, 1995 pertaining to the formulation and
    implementation of the Company's business and marketing plan.

   
(2) Although Dr. Trivedi received no options during fiscal 1995, he was granted
    options to purchase 316,907 shares of Common Stock, at an exercise price of
    $0.07 per share, on February 16, 1996.

(3) Dr. Shelton-Paul served as acting Chief Executive Officer of the Company
    from February 1995 through November 15, 1995, and has been Vice President of
    Medical Affairs of the Company since January 1994. Dr. Shelton-Paul receives
    a salary of $120,000 per annum.
 
(4) The options covering these shares of Common Stock were repriced on February
    16, 1996. See the table captioned "Repricing of Options" under
    "Management -- Stock Options."
 
(5) Mr. Tomczak receives a salary of $112,000 per annum.
 
EMPLOYMENT AGREEMENTS

     On December 8, 1995, the Company entered into an employment agreement with
Dr. Ramesh C. Trivedi, the Company's Chief Executive Officer and President. The
agreement is for no specified term and provides for the at-will employment of
Dr. Trivedi. Pursuant to the employment agreement, Dr. Trivedi is to receive an
annual salary of $264,000 ($22,000 per month), plus out-of-pocket expenses. Dr.
Trivedi's employment agreement provides for the grant of options to purchase
316,907 shares of the Company's Common Stock, at an exercise price of $0.07 per
share, which were granted in February 1996. Upon termination by the Company,
other than for cause (as defined in the employment agreement), Dr. Trivedi is
entitled to receive his monthly salary for a period of nine months following the
date of termination and consulting fees (at his then prevailing rate) for three
months of consulting services to be rendered during the twelve months following
such termination.

     None of the other Named Executive Officers has an employment agreement with
the Company.
 
                                       45
   49
 
STOCK OPTIONS
 
     The following table contains information concerning the grant of stock
options under the Company's 1991 Stock Option Plan (which was terminated in
December 1995) to Dr. Shelton-Paul and Mr. Tomczak during the fiscal year ended
December 31, 1995. See "Management -- Stock Option Plan" and Note 6 to notes to
consolidated financial statements.

                                                       PERCENT OF
                                       NUMBER OF         TOTAL
                                        SHARES          OPTIONS
                                      UNDERLYING       GRANTED TO       EXERCISE
                                        OPTIONS       EMPLOYEES IN     PRICE PER      EXPIRATION
NAME                                  GRANTED(1)      FISCAL YEAR       SHARE(2)         DATE
- -------------------------------------------------     ------------     ----------     ----------
                                                                          
Dr. Ramesh C. Trivedi.................        --(3)         --               --              --
Dr. Wendy Shelton-Paul................    13,517(4)       41.3%          $ 4.88         4/30/05
Michael J. Tomczak....................     8,786(4)       26.9%          $ 4.88         4/30/05

 
- ---------------

(1) Stock options are granted at the discretion of the Compensation Committee of
    the Company's Board of Directors. Stock options have a 10-year term and vest
    periodically over a period not to exceed 5 years.

   
(2) The Compensation Committee of the Company's Board of Directors may elect to
    reduce the exercise price of any option to the current fair market value of
    the Common Stock if the value of the Common Stock has declined from the date
    of grant.

   
(3) Although Dr. Trivedi received no options during fiscal 1995, he was granted
    options to purchase 316,907 shares of Common Stock, at an exercise price of
    $0.07 per share, on February 16, 1996 pursuant to the Company's 1995 Stock
    Option Plan.

   
(4) The options covering these shares of Common Stock were repriced on February
    16, 1996. See the table captioned "Repricing of Options" below.

                                       46
   50
 
     The following table summarizes for each of the Named Executive Officers the
total number of unexercised options, if any, held at December 31, 1995, and the
aggregate dollar value of in-the-money, unexercised options, held at December
31, 1995, in each case, after giving effect to the replacement in February 1996
of previously held options. The value of the unexercised, in-the-money options
at December 31, 1995, is the difference between their exercise or base price and
the value of the underlying Common Stock on December 31, 1995, at an assumed
price of $6.00 per share.
 
                AGGREGATED OPTION EXERCISES -- JANUARY 1, 1995 -
 
             DECEMBER 31, 1995 AND DECEMBER 31, 1995 OPTION VALUES

                                                                                
                                        SHARES ACQUIRED       NUMBER OF SECURITIES     VALUE OF UNEXERCISED
                                       UPON EXERCISE OF      UNDERLYING UNEXERCISED        IN-THE-MONEY
                                            OPTIONS                OPTION AT                 OPTION AT
                                     DURING FISCAL 1995(1)    DECEMBER 31, 1995(1)     DECEMBER 31, 1995(1)
                                                   VALUE
                NAME                  NUMBER      REALIZED  EXERCISABLE  UNEXERCISABLE EXERCISABLE  UNEXERCISABLE
Dr. Ramesh C. Trivedi................       --          --          --           --          --           --
Dr. Wendy Shelton-Paul...............       --          --       5,407        8,110          --           --
Michael J. Tomczak...................       --          --      10,202        3,409          --           --

 
- ---------------
 
(1) Gives effect to the cancellation of options granted pursuant to the
    Company's 1991 Stock Option Plan and the granting of replacement options in
    February 1996 pursuant to the Company's 1995 Stock Option Plan. See
    "Management -- Stock Option Plan" and "Certain Transactions."

                                REPRICING OF OPTIONS

   

                                                         MARKET       EXERCISE                    LENGTH OF
                                          NUMBER OF     PRICE OF      PRICE OF                    ORIGINAL
                                         SECURITIES     STOCK AT      STOCK AT                   OPTION TERM
                                         UNDERLYING      TIME OF       TIME OF                    REMAINING
                             REPRICE/      OPTIONS      REPRICING     REPRICING       NEW        AT DATE OF
                              REGRANT    REPRICED OR       OR            OR         EXERCISE    REPRICING OR
            NAME               DATE        AMENDED      AMENDMENT     AMENDMENT      PRICE        AMENDMENT
- ---------------------------- ---------   -----------   -----------   -----------   ----------   -------------
                                                                              
Wendy Shelton-Paul..........  2/16/96       67,587        $.888         $4.88         $.07        9.25 years
Michael J. Tomczak..........  2/16/96       43,932        $.888         $4.88         $.07        9.25 years
Michael J. Tomczak..........  2/16/96        6,759        $.888         $7.84         $.07           8 years
Michael J. Tomczak..........  2/16/96       13,308        $.888         $7.84         $.07         6.5 years
Michael J. Tomczak..........  2/16/96        4,056        $.888         $3.33         $.07           6 years

 
   
     The Compensation Committee of the Board of Directors approved the
replacement of these options to Dr. Shelton-Paul and Mr. Tomczak, and options to
other employees of the Company, at an exercise price of $.07 per share, having
concluded that the principal purpose of the Company's stock option program
(i.e., to provide an equity incentive to employees to remain in the employment
of the Company and to work diligently in its best interests) would not be
achieved for those employees holding options exercisable above the market price
of the Common Stock. In connection with the granting of these replacement
options participating option holders agreed not to exercise any option for a
period of six months from the date of such regrant.

STOCK OPTION PLAN

     On December 13, 1995, the Board of Directors adopted, and stockholders
approved, the 1995 Stock Option Plan (the "Plan"). The Plan is to be
administered by the Board of Directors or a committee thereof. The Plan is
currently administered by the Compensation Committee of the Board of Directors.
Pursuant to the Plan, as initially adopted, stock purchase rights and/or options
to acquire an aggregate of 1,249,070 shares of Common Stock may be granted to
directors, employees (including officers) and consultants of the Company ("Plan
participants").

   
     As of September 16, 1996, there were outstanding options to purchase an
aggregate of 927,745 shares granted pursuant to the Plan and options to purchase
an aggregate of 21,325 shares granted pursuant to the Company's 1991 Stock
Option Plan, which was terminated in December 1995. At September 16, 1996,

                                       47
   51

options to purchase an aggregate 159,878 shares of Common Stock were available
for grant under the Plan. No stock purchase rights have been granted pursuant to
the Plan. See Note 6 to notes to Consolidated Financial Statements.

     The Plan authorizes the issuance of incentive stock options ("ISOs"), as
defined in Section 422A of the Internal Revenue Code of 1986, non-qualified
stock options ("NQSOs", and together with ISOs, "options") and stock purchase
rights ("SPRs"). Consultants and directors who are not also employees of the
Company are eligible for grants of only NQSOs and/or SPRs. The exercise price of
each ISO may not be less than 100% of the fair market value of the Common Stock
at the time of grant, except that in the case of a grant to an employee who owns
10% or more of the outstanding stock of the Company or a subsidiary or parent of
the Company (a "10% Stockholder"), the exercise price may not be less than 110%
of the fair market value on the date of grant. The aggregate fair market value
of the shares covered by ISOs granted under the Plan that become exercisable by
a Plan participant for the first time in any calendar year is subject to a
$100,000 limitation. The exercise price of each NQSO is determined by the Board,
or committee thereof, in its discretion, provided that the exercise price of a
NQSO is not less than 85% of the fair market value of the Common Stock on the
date of grant. The Board, or Committee thereof, shall determine the term of the
Options and SPRs; provided, however, that in no event may an Option have a term
of more than ten (10) years (no more than five (5) years with respect to ISOs
granted to a 10% Stockholder). Any Option which is granted shall be vested and
exercisable at such time as determined by the Board, or committee thereof, but
in no event at a rate less than 20% per year. A recipient of an SPR must
exercise such right within the period, not to exceed thirty (30) days from the
date of grant, determined by the Board, or committee thereof. The Board, or
committee thereof, may reserve to the Company upon the grant of an SPR, an
option to repurchase upon a plan participant's termination of employment, any
stock acquired upon his exercise of the SPR at the SPR exercise price. Any such
repurchase option shall lapse at a rate of not less than 20% per year commencing
on the date of the plan participant's purchase. Options and SPRs granted under
the Plan are not transferable, other than by will or by the laws of descent and
distribution. No stock options or SPRs may be granted under the Plan after
December 12, 2005.
 
     Subject to the provisions of the Plan, the Board, or committee thereof, has
the authority to determine the individuals to whom the stock options or SPRs are
to be granted, the number of shares to be covered by each option or SPR, the
exercise price, the type of option, the exercise period, the restrictions, if
any, on the exercise of the option or SPR, the terms for the payment of the
exercise price and other terms and conditions. Payments by holders of options or
SPRs upon exercise of an option may be made (as determined by the Board or a
committee thereof) in cash or such other form of payment as may be permitted
under the Plan, including without limitation, by promissory note or by delivery
of shares of Common Stock.

     In February 1996, the Compensation Committee of the Board of Directors
authorized the grant of options to purchase an aggregate of 242,746 shares of
Common Stock, at an exercise price of $0.07 per share, to certain officers,
directors and employees of the Company pursuant to the Company's 1995 Stock
Option Plan, including options to purchase 67,587 shares granted to Dr. Wendy
Shelton-Paul, Vice President of Medical Affairs of the Company, and options to
purchase 68,055 shares granted to Michael J. Tomczak, Vice President and Chief
Financial Officer of the Company. These options were issued in replacement of
options previously granted pursuant to the Company's 1991 Stock Option Plan,
with exercise prices ranging from $3.33 to $7.84 per share, surrendered for
cancellation.

   
INDEMNIFICATION OF OFFICERS AND DIRECTORS AND LIMITATION ON DIRECTOR LIABILITY

     Article VI of the Company's by-laws provides that a director or officer
shall be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement (provided such settlement is approved in
advance by the Company) in connection with certain actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action") if
he acted in good faith and in a manner he 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 his conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees)
 
                                       48
   52
 
incurred in connection with the defense or settlement of such an action, except
that no person who has been adjudged to be liable to the Company shall be
entitled to indemnification unless a court determines that despite such
adjudication of liability, but in view of all of the circumstances of the case,
the person seeking indemnification is fairly and reasonably entitled to the
indemnified for such expenses as the court deems proper.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
 
     Article 11 of the Company's certificate of incorporation eliminates the
personal liability of the Company's directors to the Company or its stockholders
for monetary damages for breach of their fiduciary duties as a director to the
fullest extent provided by Delaware law. Section 102(b)(7) of the Delaware
General Corporation Law ("DGCL") provides for the elimination of such personal
liability, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which
the director derived any improper personal benefit.
 
                                       49
   53
 
                              CERTAIN TRANSACTIONS
TRANSACTIONS WITH FOUNDERS

     In connection with the formation of the Company, the Company sold 38,880
shares, 20,935 shares, 5,441 shares and 2,332 shares to Howard A. Paul, William
Bargar, Brent Mittelstadt and Peter Kazanzides (collectively the "Founders"),
respectively, for a purchase price of $0.07 per share. Mr. Paul served as the
Chief Executive Officer and President of the Company from inception until his
death in February 1993. Messrs. Kazanzides and Mittelstadt are key employees of
the Company, and Mr. Bargar serves as a consultant to the Company. See
"Management."

INITIAL TRANSACTIONS WITH IBM

     In connection with the formation of the Company and pursuant to a Loan and
Warrant Purchase Agreement dated as of February 6, 1991 (the "IBM Loan
Agreement"), the Company granted IBM a warrant to purchase 67,587 shares of
Common Stock, at an exercise price of $0.07 per share, originally exercisable
until February 6, 1998. The expiration date of the warrant was extended until
December 31, 2000 in connection with the recapitalization of the Company in
December 1995, described below. In addition, pursuant to the IBM Loan Agreement,
during 1991 the Company borrowed an aggregate of $3,000,000 from IBM in
consideration for the Company's 9.25% Convertible Subordinated Loan Note in the
principal amount of $3,000,000 (the "IBM Note"). The IBM Note was convertible
into shares of Series A Preferred Stock at a conversion price of $33.29 per
share.

     In connection with the IBM loan transaction, the Company entered into a
Stockholders' Agreement with the Founders and IBM dated February 6, 1991 (the
"Stockholders' Agreement"). Pursuant to the Stockholders' Agreement, IBM has the
right to nominate a member of the Board of Directors of the Company (and the
stockholders agreed to vote their shares for such nominee) and to have a
non-voting observer attend meetings of the Board of Directors. In addition, the
Stockholders' Agreement grants IBM a right of first refusal with respect to
proposed transfers of Founder's shares to a "Competitor" (as defined). The
Stockholders' Agreement also restricts transfers of Founder's shares other than
to the Company, IBM or to a third party approved by IBM in writing. The
foregoing restriction will terminate on February 6, 1998, or earlier upon
consummation of (i) an initial underwritten firm commitment public offering of
the Common Stock resulting in gross proceeds of at least $15 million, or (ii)
the acquisition of the Company, whether by merger, acquisition of all or
substantially all of its assets, or acquisition of substantially all of its
voting securities.
 
     Pursuant to a License Agreement, dated February 6, 1991, IBM granted the
Company a non-exclusive, worldwide royalty-free license to the underlying
software code for the ROBODOC System.
 
SERIES B PREFERRED STOCK FINANCING

     Pursuant to a Stock Purchase Agreement dated as of April 10, 1992, Sutter
Health and The John N. Kapoor Trust (the "Kapoor Trust") each purchased 30,482
shares of the Company's Series B Preferred Stock, or a total of 60,964 shares,
for a purchase price of $4,000,370 ($65.62 per share). The Series B Preferred
Stock was convertible into shares of Common Stock at a conversion price of
$65.62 per share.

SERIES C PREFERRED STOCK FINANCING

     Pursuant to a Stock Purchase Agreement dated as of November 13, 1992,
Sutter Health and Keystone Financial Corporation ("Keystone") purchased 89,604
and 12,801 shares, respectively, for a total of 102,405 shares, of the Company's
Series C Preferred Stock, for a purchase price of $7,000,002 and $1,000,000,
respectively ($78.12 per share). The Series C Preferred Stock was convertible
into shares of Common Stock at a conversion price of $78.12 per share.

DECEMBER 1995 RECAPITALIZATION
 
     Pursuant to a Series D Preferred Stock and Warrant Purchase Agreement (the
"1995 Stock Purchase Agreement") dated as of December 21, 1995, the Company
effected the recapitalization described below.

     The Company effected a one-for-five reverse stock split of its capital
stock, and all outstanding shares of Series B and Series C Preferred Stock were
converted into shares of Common Stock. Upon conversion of the Series B Preferred
Stock, the Company issued 30,482 shares of Common Stock to each of Sutter Health
and the Kapoor Trust, or a total of 60,964 shares. In addition, the Company
issued 8,955 shares of Common Stock to each of Sutter Health and the Kapoor
Trust, or a total of 17,910 shares, in exchange for the cancellation of

                                       50
   54

all accumulated dividends on the Series B Preferred Stock. Upon conversion of
the Series C Preferred Stock, the Company issued 89,604 shares of Common Stock
to Sutter Health and 12,801 shares of Common Stock to Keystone, or a total of
102,405 shares. In addition, the Company issued 19,512 shares of Common Stock to
Sutter Health and 3,169 shares of Common Stock to Keystone, or a total of 22,681
shares, in exchange for the cancellation of all accumulated dividends on the
Series C Preferred Stock.

   
     As part of the recapitalization, IBM received a warrant to purchase 126,895
shares of Common Stock, at an exercise price of $0.01 per share, which expires
on December 31, 2005, in exchange for the cancellation of the IBM Note in the
principal amount of $3,000,000 and accrued interest thereon of $1,224,373. In
addition, the expiration date of the warrant issued to IBM in connection with
the formation of the Company was extended until December 31, 2000.

   
     Pursuant to the 1995 Stock Purchase Agreement, EJ Financial Investments V,
L.P. ("EJ Financial") purchased 693,195 shares of Series D Preferred Stock for
an aggregate purchase price of $666,667 ($0.96 per share), and IBM purchased a
warrant to purchase 1,386,390 shares of Series D Preferred Stock, exercisable at
any time prior to December 31, 2005, at an exercise price of $0.01 per share,
for an aggregate purchase price of $1,333,333 ($0.96 per warrant). In addition,
EJ received an option to purchase an additional 346,597 shares of Series D
Preferred Stock, on the same terms it purchased the Series D Preferred Stock and
IBM received an option to purchase warrants to purchase an additional 693,194
shares of Series D Preferred Stock, on the same terms it purchased the Series D
Warrants (the options granted to EJ Financial and IBM being hereinafter referred
to collectively as the "Standby Options"). On February 19, 1996, each of EJ
Financial and IBM exercised its Standby Option, as required by the terms
thereof, since the Company was unable to obtain alternative financing on
substantially the same terms as the Standby Options prior to the expiration
thereof.

   
     As part of the recapitalization of the Company, Sutter Health, Sutter
Health Venture Partners and Keystone received warrants to purchase 390,888
shares, 11,899 shares and 43,300 shares, of Common Stock, respectively, at an
exercise price of $0.74 per share, in consideration for their consent to the
terms of the recapitalization, including the sale of the Series D Preferred
Stock. Sutter Health, Sutter Health Venture Partners and Keystone received
additional warrants to purchase 121,686 shares, 3,705 shares and 13,481 shares,
respectively, of Common Stock, at an exercise price of $0.74 per share, in
connection with the exercise by EJ Financial and IBM of the Standby Options. On
August 25, 1996, Sutter Health and Sutter Health Venture Partners agreed to
amend these warrants, to include a provision allowing for a cashless exercise.
According to the terms of the cashless exercise, the Company agreed to issue to
Sutter Health and Sutter Health Venture Partners fewer shares of Common Stock,
63,200 and 1,924 shares respectively, as consideration for not requiring the
cash exercise payment of $0.74 per share. As a result Sutter Health and Sutter
Health Venture Partners received 449,374 and 13,680 shares of Common Stock,
respectively. The warrants owned by Keystone were not exercised and expired on
August 30, 1996.

     In connection with the recapitalization of the Company, the Company granted
stockholders who did not purchase Series D Preferred Stock or warrants to
purchase Series D Preferred Stock rights to purchase Series D Preferred Stock on
the same terms and conditions as those shares purchased under the 1995 Stock
Purchase Agreement, which rights expired unexercised on March 5, 1996.
 
REGRANT OF LOWER-EXERCISE PRICE OPTIONS TO REPLACE PRIOR GRANTS

     In February 1996, the Compensation Committee of the Board of Directors
authorized the grant of options to purchase an aggregate of 242,736 shares of
Common Stock, at an exercise price of $0.07 per share, to certain officers,
directors, and employees of the Company pursuant to the Company's 1995 Stock
Option Plan, including options to purchase 67,587 shares granted to Dr. Wendy
Shelton-Paul, Vice President of Medical Affairs of the Company, and options to
purchase 68,055 shares granted to Michael J. Tomczak, Vice President and Chief
Financial Officer of the Company. These options were issued in replacement of
options previously granted pursuant to the Company's 1991 Stock Option Plan,
with exercise prices ranging from $3.33 to $7.84 per share, surrendered for
cancellation. See the table captioned "Repricing of Options" under
"Management -- Stock Options."

                                       51
   55
 
                         SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stock immediately prior to and
after the Offering by (i) each stockholder known by the Company to be a
beneficial owner of more than five percent of the outstanding Common Stock, (ii)
each director of the Company and each executive officer listed in the
Compensation Table under the caption "Management -- Summary Compensation Table"
and (iii) all directors and officers as a group. The information set forth in
the table gives effect to the automatic conversion of the outstanding shares of
Series D Preferred Stock into 1,039,792 shares of Common Stock upon consummation
of the sale of 1,500,000 shares of Common Stock and 1,500,000 Warrants in the
Offering.

   

                                                                            PERCENTAGE OF
                                                    AMOUNT AND              COMMON STOCK
                                                      NATURE            BENEFICIALLY OWNED(1)
                                                        OF          -----------------------------
                                                    BENEFICIAL        BEFORE             AFTER
                     NAME                          OWNERSHIP(1)     OFFERING(2)       OFFERING(3)
- -----------------------------------------------    ------------     -----------       -----------
                                                                             
International Business Machines Corporation....       2,274,066(5)     56.14%(6)         40.97%
  Old Orchard Road
  Armonk, NY 10504
EJ Financial Investments V, L.P................       1,039,792(7)     58.52%            31.73%
  225 East Deer Path Road
  Suite 250
  Lake Forest, IL 60045
Sutter Health and Sutter Health Venture
  Partners, L.P................................         611,607(8)     34.42%            18.66%
  One Capitol Mall
  Sacramento, CA 95814
Ramesh Trivedi(4)..............................         139,967(9)      7.30%(10)         3.79%
John N. Kapoor.................................       1,039,792(11)    58.52%            31.73%
James J. McGroddy..............................              --            --                --
Paul A.H. Pankow...............................             789(12)     0.04%(13)         0.02%
Wendy Shelton-Paul(4)..........................          74,927(14)     4.13%(15)         2.26%
Mike Tomczak(4)................................          60,083(16)     3.27%(17)         1.80%
All directors and officers as a group (5
  persons).....................................       1,315,558(18)    65.33%(19)        37.44%

 
- ---------------

 (1) Unless otherwise indicated, each person has sole investment and voting
     power with respect to the shares indicated, subject to community property
     laws, where applicable. For purposes of computing the percentage of
     outstanding shares held by each person or group of persons named above on
     September 1, 1996, any security which such person or group of persons has
     the right to acquire within 60 days after such date is deemed to be
     outstanding for the purpose of computing the percentage ownership for such
     person or persons, but is not deemed to be outstanding for the purpose of
     computing the percentage ownership of any other person.

   
 (2) Except as otherwise stated, calculated on the basis of 1,776,864 shares of
     Common Stock issued and outstanding.

 (3) Gives effect to the issuance of the Shares in the Offering.
 
 (4) Address is c/o the Company, 829 West Stadium Lane, Sacramento, California
95834.

 (5) Includes warrants to purchase 2,079,584 shares of Common Stock at an
     exercise price of $0.01 per share exercisable until December 31, 2005,
     warrants to purchase 67,587 shares of Common Stock at an exercise price of
     $0.07 per share exercisable until December 31, 2000, and warrants to
     purchase 126,895 shares of Common Stock at an exercise price of $0.01 per
     share exercisable until December 31, 2005, all of which warrants are
     presently exercisable.

                                       52
   56

 (6) Calculated on the basis of 4,050,930 shares of Common Stock issued and
outstanding.

 (7) Represents shares of Common Stock issuable upon the automatic conversion of
     the Series D Preferred Stock at the closing of this Offering.

 (8) Includes 593,538 shares of Common Stock owned by Sutter Health and 18,069
     shares of Common Stock beneficially owned by Sutter Health Venture Partners
     I, L.P. ("Sutter Partners"), an affiliate of Sutter Health.

   
 (9) Represents shares issuable upon the exercise of stock options exercisable
     within 60 days, at an exercise price of $0.07 per share.

   
(10) Calculated on the basis of 1,916,831 shares of Common Stock issued and
outstanding.

   
(11) Represents shares of Common Stock owned by EJ Financial Investments V,
     L.P., a limited partnership of which Mr. Kapoor is the managing general
     partner. Mr. Kapoor disclaims beneficial ownership of such shares.

   
(12) Represents shares issuable upon exercise of stock options exercisable
     within 60 days, at an exercise price of $2.07.

   
(13) Calculated on the basis of 1,777,653 shares of Common Stock issued and
     outstanding.

   
(14) Includes 36,047 shares issuable upon exercise of stock options exercisable
     within 60 days, at an exercise price of $0.07 per share.

   
(15) Calculated based upon 1,812,911 shares of Common Stock issued and
     outstanding.

   
(16) Represents shares issuable upon exercise of stock options exercisable
     within 60 days, at an exercise price of $0.07 per share.

   
(17) Calculated based upon 1,836,947 shares of Common Stock issued and
     outstanding.

   
(18) Includes 236,886 shares of Common Stock issuable upon exercise of options
     exercisable within 60 days.

   
(19) Calculated based upon 2,013,750 shares of Common Stock issued and
     outstanding.

                                       53
   57
 
                           DESCRIPTION OF SECURITIES

     On the Effective Date, the authorized capital stock of the Company will
consist of 15,000,000 shares of Common Stock, $0.01 par value per share,
5,750,000 shares of Series D Preferred Stock, $0.01 par value per share, and
1,000,000 shares of "blank check" Preferred Stock, par value $0.01 per share. On
the Effective Date, 737,072 shares of Common Stock will be issued and
outstanding and 1,039,792 shares of Series D Preferred Stock will be issued and
outstanding. All of the issued outstanding shares of Series D Preferred Stock
will be automatically converted into shares of Common Stock at the Closing of
this Offering.

     The following are brief descriptions of the securities offered hereby and
other securities of the Company. The rights of the holders of shares of the
Company's capital stock are established by the Company's certificate of
incorporation, as amended, the Company's by-laws and Delaware law. The following
statements do not purport to be complete or give full effect to statutory or
common law, and are subject in all respects to the applicable provisions of the
certificate of incorporation, by-laws and state law.
 
COMMON STOCK
 
     Holders of the Common Stock are entitled to one vote per share, to receive
dividends when, as and if declared by the Board of Directors and to share
ratably in the assets of the Company legally available for distribution to
holders of Common Stock in the event of the liquidation, dissolution or winding
up of the Company. Holders of the Common Stock do not have subscription,
redemption, conversion or preemptive rights.
 
     Each share of Common Stock is entitled to one vote on any matter submitted
to the holders, except that holders are entitled to cumulate their votes in the
election of Directors. In other words, a stockholder may give one nominee a
number of votes equal to the number of Directors to be elected, multiplied by
the number of votes to which the stockholder's shares are normally entitled, or
he may distribute his votes among as many candidates as he sees fit. The
candidates receiving the highest number of votes shall be elected. If a
stockholder gives notice at the meeting prior to the voting, of such
stockholder's intention to cumulate his votes, all stockholders may cumulate
their votes for candidates in nomination. On all other matters which may
properly come before the meeting, each share has one vote. The Board is
empowered to fill any vacancies on the board created by the resignation of
Directors. Except as otherwise required by the DGCL, all stockholder action
(other than the election of the Directors, who are elected by a plurality vote)
is subject to approval by a majority of the shares of Common Stock present at a
stockholders' meeting at which a quorum (a majority of the issued and
outstanding shares of the Common Stock) is present in person or by proxy, or by
written consent pursuant to Delaware law.
 
     All shares of Common Stock outstanding are fully paid and non-assessable,
and the shares of Common Stock offered hereby and shares of Common Stock
issuable upon exercise of the Warrants, when issued upon payment of the purchase
price set forth on the cover page of this Prospectus or payment of the exercise
price specified in the Warrants, as the case may be, will be fully paid and
non-assessable.

     The Board of Directors is authorized to issue additional shares of Common
Stock within the limits authorized by the Company's certificate of
incorporation, as amended, without further stockholder action. The Company has
agreed with the Underwriter that it will not issue any securities, including but
not limited to shares of Common Stock, for a period of 24 months following the
Effective Date, except as disclosed in or contemplated by this Prospectus,
without the prior written consent of the Representative.

WARRANTS

     The Warrants offered hereby will be issued in registered form under a
Warrant Agreement (the "Warrant Agreement") between the Company and American
Stock Transfer and Trust Company, as Warrant Agent (the "Warrant Agent"). The
following summary of the provisions of the Warrants is qualified in its entirety
by reference to the Warrant Agreement, a copy of which is filed as an exhibit to
the registration statement of which this Prospectus forms a part.

                                       54
   58

     Each Warrant will be separately transferable and will entitle the
registered holder thereof to purchase one share of Common Stock at $7.00 per
share (subject to adjustment as described below) for a period of four years
commencing           , 1997 [12 months after the Effective Date] (or earlier
upon notice of redemption as provided below) and ending           , 2001 (five
years after the Effective Date). The exercise price and the number of shares of
Common Stock issuable upon the exercise of each Warrant are subject to
adjustment in the event of a stock split, stock dividend, recapitalization,
merger, consolidation or certain other events. A holder of Warrants may exercise
such Warrants by surrendering the certificate evidencing such Warrants to the
Warrant Agent, together with the form of election to purchase on the reverse
side of such certificate attached thereto properly completed and executed and
the payment of the exercise price and any transfer tax. If less than all of the
Warrants evidenced by a Warrant certificate are exercised, a new certificate
will be issued for the remaining number of Warrants.

     The Company has authorized and reserved for issuance a number of shares of
Common Stock sufficient to provide for the exercise of the Warrants. When
issued, each share of Common Stock will be fully paid and nonassessable. Holders
of Warrants will not have any voting or other rights as stockholders of the
Company unless and until Warrants are exercised and shares issued pursuant
thereto.

     The Warrants may be redeemed by the Company, at a price of $.10 per
Warrant, upon not less than 30 days prior written notice at any time commencing
12 months after the Effective Date (or earlier with the prior written consent of
the Representative), provided the average of the closing bid quotations of the
Common Stock, during the period of twenty (20) consecutive trading days ending
on the third day prior to the date upon which the notice of redemption is given,
as reported on The Nasdaq SmallCap Market (or if the Common Stock is not quoted
thereon, the closing sale price of the Common Stock on the Nasdaq National
Market or other principal securities exchange upon which the Common Stock is
then quoted or listed, or such other reporting system that provides closing sale
prices for the Common Stock), has been at least 150% of the then exercise price
of the Warrants (initially, $10.50 per share). The Warrants will be exercisable
until the close of business on the day immediately preceding the date fixed for
the redemption of the Warrants in the notice of redemption.

   
     Commencing one year after the Effective Date and until the expiration of
the exercise period of the Warrants, the Company will pay the Representative a
fee of 5% of the exercise price of each Warrant exercised, provided (i) the
market price of the Common Stock on the date the Warrant was exercised was
greater than the Warrant exercise price on that date, (ii) the exercise price of
the Warrant was solicited by a member of the NASD, (iii) the Warrant was not
held in a discretionary account, (iv) the disclosure of compensation
arrangements was made both at the time of the Offering and at the time of
exercise of the Warrant, (v) the solicitation of the exercise of the Warrant was
not a violation of Rule 10b-6 under the Exchange Act and (vi) the Representative
is designated in writing as the soliciting NASD member. Unless granted an
exemption from Rule 10b-6 under the Exchange Act by the Commission, the
Representative and any other soliciting broker/dealers will be prohibited from
engaging in any market making activities or solicited brokerage activities with
regard to the Company's securities during the periods prescribed by exemption
(xi) to Rule 10b-6 before the solicitation of the exercise of any Warrant until
the later of the termination of such solicitation activity or the termination of
any right the Representative and any other soliciting broker/dealer may have to
receive a fee for the solicitation of the exercise of the Warrants.

     For a holder of a Warrant to exercise the Warrant, there must be a current
registration statement on file with the Securities and Exchange Commission and
various state securities commissions. The Company will be required to file
post-effective amendments to the registration statement when events require such
amendments and to take appropriate action under state securities laws. While it
is the Company's intention to file post-effective amendments when necessary and
to take appropriate action under state securities laws, there can be no
assurance that the Company will file all post-effective amendments required to
maintain the effectiveness of the registration statement or that the Company
will take all appropriate action under state securities laws. If the
registration statement is not kept current for any reason, the Warrants will not
be exercisable, and holders thereof may be deprived of value.
 
                                       55
   59
 
OPTIONS AND WARRANTS

     Options.  On the Effective Date, there will be outstanding options to
purchase an aggregate of 949,070 shares of Common Stock, at exercise prices
ranging from $0.07 to $7.84, which expire at various dates from February 4, 2002
to July 8, 2006. See "Management -- Stock Option Plan."

   
     Warrants.  On the Effective Date, there will be outstanding warrants to
purchase an aggregate of 2,274,066 shares of Common Stock, including the Series
D Warrants, at exercise prices ranging from $0.01 to $0.07, which expire at
various dates through December 31, 2005.

PREFERRED STOCK

     At the Closing of this Offering, all of the Company's outstanding Series D
Preferred Stock will be automatically converted into 1,039,792 shares of Common
Stock.

   
     On the Effective Date, the Company will be authorized to issue up to
1,000,000 shares of Preferred Stock (in addition to the Series D Preferred
Stock) with such designations, rights and preferences as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors is
empowered, without further stockholder approval, to issue preferred stock with
dividend, liquidation, conversion, voting or other rights that could decrease
the amount of earnings and assets available for distribution to holders of
Common Stock or adversely affect the voting power or other rights of the holders
of the Company's Common Stock. In the event of issuance, the Preferred Stock
could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company. The Company has no
present intention to issue any shares of its Preferred Stock, and following the
Closing, no shares of Preferred Stock will be outstanding. The Company has
agreed with the Underwriter that it will not issue any shares of Preferred
Stock, or any options, warrants or rights to purchase Preferred Stock, for a
period of 24 months after the Effective Date, without the prior written consent
of the Representative.

STATUTORY PROVISIONS AFFECTING STOCKHOLDERS
 
     Following the consummation of this Offering, the Company will be subject to
Section 203 of the Delaware General Corporation Law, the State of Delaware's
"business combination" statute. In general, such statute prohibits a publicly
held Delaware corporation from engaging in various "business combination"
transactions with any "interested stockholder" for a period of three years after
the date of the transaction in which the person became an "interested
stockholder," unless (i) the transaction in which the interested stockholder
obtained such status or the "business combination" is approved by the Board of
Directors prior to the date the interested stockholder obtained such status;
(ii) upon consummation of the transaction which resulted in the stockholder
becoming an "interested stockholder," the "interested stockholder" owned at
least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned by (a) persons who are directors and
officers and (b) employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or (iii) on or subsequent to
such date the "business combination" is approved by the Board of Directors and
authorized at an annual or special meeting of stockholders by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is not owned by
the "interested stockholder." A "business combination" includes mergers, asset
sales and other transactions resulting in financial benefit to a stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of a corporation's
voting stock. The statute could prohibit or delay mergers or other takeover or
change in control attempts with respect to the Company and, accordingly, may
discourage attempts to acquire the Company.
 
REGISTRATION RIGHTS

     Pursuant to a Registration Rights Agreement dated as of December 21, 1995
entered into in connection with the 1995 Stock Purchase Agreement and the
recapitalization of the Company effected thereby, the Company granted certain
registration rights to IBM, the Kapoor Trust, EJ Financial, Sutter Health
Venture

                                       56
   60
 
Partners I, L.P., and Keystone (collectively, the "Rights Holders"), with
respect to shares of Common Stock issued or issuable to the Rights Holders in
certain financing transactions, including shares issuable upon exercise of
warrants or the conversion of the Series D Preferred Stock (collectively,
"Registrable Shares").

     If the Company proposes to register any of its securities under the
Securities Act (other than in connection with an employee benefit plan or
pursuant to a merger, exchange offer or other acquisition transaction requiring
registration under the Securities Act), whether for its own account or for the
account of another holder of Company securities, the Rights Holders are entitled
to include Registrable Shares owned by them in any such registration. If any
such registration is an underwritten registration, the Company is required to
include that portion of the Registrable Shares that each Rights Holder proposes
to sell representing an aggregate of 25% of the offering (or in the case of an
initial public offering, an aggregate of 15% of such offering) before inclusion
of other shares. If, after taking into account shares offered by the Company and
other holders of registration rights, the Underwriters determine that additional
Registrable Shares can be sold, the balance of the Registrable Shares will be
included pro rata in the registration.

     At any time after the earlier of (i) December 31, 1996 or (ii) six months
after the effective date of the first registration statement for a public
offering of securities of the Company, Rights Holders holding at least 35% of
the aggregate Registrable Shares and securities convertible into Registrable
Shares also have the right to require the Company to prepare and file on two
occasions a registration statement with respect to the Registrable Shares.
However, the Company is not required to effect a registration (x) with respect
to less than 35% of the aggregate Registrable Shares and shares convertible into
Registrable Shares, unless the aggregate offering price (net of underwriting
discounts and commissions), would exceed $7,500,000 or (y) if the Company
delivers an opinion reasonably acceptable to counsel for the Rights Holders that
the Registrable Shares may be sold without registration under Rule 144 under the
Securities Act without any limitation with respect to offerees or the size of
the transaction. The Registered Holders have agreed not to exercise their
registration rights for a period of 18 months following the Effective Date.

     In addition, the Company has granted the holders of the Underwriters'
Warrants (including the securities issuable upon exercise thereof) certain
registration rights with respect to the shares of Common Stock and Warrants
issuable upon the exercise thereof. The Underwriters have agreed not to exercise
such registration rights for a period of 18 months following the Effective Date,
or until such earlier date as the Company gives holders of the Warrants written
notice of the redemption of the Warrants. See "Underwriting."

SHARES ELIGIBLE FOR FUTURE SALE

     Upon completion of this Offering, the Company will have 3,276,864 shares of
Common Stock outstanding, of which only the 1,500,000 shares of Common Stock
offered hereby will be transferable without restriction under the Securities
Act. The remaining 1,776,864 shares, issued in private transactions, will be
"restricted securities" (as that term is defined in Rule 144 promulgated under
the Securities Act) which may be publicly sold only if registered under the
Securities Act or if sold in accordance with an applicable exemption from
registration, such as Rule 144. In general, under Rule 144 as currently in
effect, subject to the satisfaction of certain other conditions, a person,
including an affiliate of the Company, who has beneficially owned restricted
securities for at least two years, is entitled to sell (together with any person
with whom such individual is required to aggregate sales), within any
three-month period, a number of shares that does not exceed the greater of 1% of
the total number of outstanding shares of the same class, or, if the Common
Stock is quoted on Nasdaq or a national securities exchange, the average weekly
trading volume during the four calendar weeks preceding the sale. A person who
has not been an affiliate of the Company for at least three months, and who has
beneficially owned restricted securities for at least three years is entitled to
sell such restricted securities under Rule 144 without regard to any of the
limitations described above. Officers, directors and the other existing
securityholders of the Company owning or having rights to acquire in the
aggregate 4,981,931 shares of Common Stock constituting restricted securities,
have entered into agreements with the Underwriters not to sell or otherwise
dispose of any shares of Common Stock (other than shares purchased in open
market transactions) for a period of 18 months following the Effective Date,
without the prior written consent of the Representative. Following expiration of
the term of the Lock-Up Agreements, 1,313,444 shares and 463,420 shares subject
to the Lock-Up Agreements will become eligible for resale

                                       57
   61

pursuant to Rule 144 commencing in the second and third quarters of 1998,
respectively, subject to the volume limitations and compliance with the other
provisions of Rule 144. In addition securityholders of the Company owning or
having rights to acquire in the aggregate 3,980,872 shares of Common Stock
granted certain registration rights with respect to those shares have agreed
that they will not exercise such registration rights for a period of 18 months
following the Effective Date. See "Description of Securities -- Registration
Rights." and Certain Transactions."

     As a result of this Offering, an additional 1,500,000 shares of Common
Stock (1,725,000 if the Over-Allotment Option is fully exercised) will be
subject to issuance pursuant to the exercise of the Warrants offered hereby.
 
     As of July 1, 1996, there were 22 record holders of the Common Stock.
 
DIVIDEND POLICY
 
     Since its inception, the Company has not paid any dividends on its Common
Stock and it does not anticipate paying such dividends in the foreseeable
future. The Company intends to retain earnings, if any, to finance its
operations.
 
REPORTS TO STOCKHOLDERS
 
     The Company intends to furnish its stockholders with annual reports
containing financial statements audited and reported upon by its independent
certified public accountants after the end of each fiscal year, and will make
available such other periodic reports as the Company may deem to be appropriate
or as may be required by law. The Company's fiscal year end is December 31. The
Company has filed a Registration Statement on Form 8-A with the Commission to
register under, and be subject to the reporting requirements of, the Exchange
Act.
 
TRANSFER AGENT AND WARRANT AGENT

     The Company has engaged American Stock Transfer and Trust Company to act as
Transfer Agent for the Company's Common Stock and Warrant Agent for the
Warrants.

                                       58
   62
 
                                  UNDERWRITING

     Subject to the terms and conditions of the underwriting agreement between
the Company and the Underwriters (the "Underwriting Agreement"), the Company has
agreed to sell to the Underwriters named below, for whom Rickel & Associates,
Inc. is acting as representative (in such capacity, the "Representative"), and
the Underwriters have severally, and not jointly, agreed to purchase, the number
of securities set forth opposite their respective names below.

   

                                  UNDERWRITERS                            NUMBER
            --------------------------------------------------------    ----------
                                                                     
            Rickel & Associates, Inc................................     1,000,000
            Aegis Capital Corp......................................       500,000

 
   
     The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent. The Underwriters are
committed to purchase all of the above securities if any are purchased.

   
     The Representative has advised the Company that the Underwriters propose
initially to offer the 1,500,000 shares of Common Stock and 1,500,000 Warrants
to the public at the initial public offering prices set forth on the cover page
of this Prospectus and that it may allow to selected dealers who are members of
the NASD concessions not in excess of $          per share of Common Stock and
$          per Warrant, of which not more than $          per share of Common
Stock and $          per Warrant may be re-allowed to certain other dealers.
After the Offering, the offering price and other selling terms may be changed by
the Representative.

   
     The Underwriting Agreement provides further that the Representative will
receive a non-accountable expense allowance of 2.75% of the gross proceeds of
the Offering, of which $50,000 has been paid by the Company to date. The Company
also has agreed to pay all expenses in connection with qualifying the shares of
Common Stock and the Warrants offered hereby for sale under the laws of such
states as the Representative may designate, including expenses of counsel
retained for such purpose by the Underwriters.

   
     Pursuant to the Underwriters' Over-Allotment Option, which is exercisable
for a period of 45 days after the closing of the Offering, the Underwriters may
purchase up to 15% of the total number of shares of Common Stock and Warrants
offered hereby, solely to cover over-allotments.

   
     The Company has agreed to sell to the Underwriters, for nominal
consideration, the Underwriters' Warrants to purchase 150,000 shares of Common
Stock and 150,000 Warrants. The Underwriters' Warrants will not be exercisable
for a period of one year after the date of this Prospectus. Thereafter, for a
period of four years, the Underwriters' Warrants will be exercisable at an
amount equal to 165% above the offering price of the Common Stock and Warrants
sold in this offering. The Underwriters' Warrants are not transferable for a
period of one year after the date of this Prospectus, except to officers of the
Underwriters, members of the selling group and their officers and partners. The
Company also has granted certain demand and "piggyback" registration rights to
the holders of the Underwriters' Warrants.

   
     For the life of the Underwriters' Warrants, the holders thereof are given,
at nominal cost, the opportunity to profit from a rise in the market price of
the Common Stock with a resulting dilution in the interest of other
stockholders. Further, such holders may be expected to exercise the
Underwriters' Warrants at a time when the Company would in all likelihood be
able to obtain equity capital on terms more favorable than those provided in the
Underwriters' Warrants.

   
     The Company has agreed, for a period of 24 months after the Effective Date,
not to issue any shares of Common Stock, preferred stock or any warrants,
options or other rights to purchase Common Stock or preferred stock without the
prior written consent of the Representative. Notwithstanding the foregoing, the
Company may issue shares of Common Stock upon exercise of any warrants or
convertible securities outstanding on the date hereof or to be outstanding upon
closing of the Offering as described herein. Subject to certain exceptions, all
of the Company's existing securityholders have agreed not to sell or otherwise
dispose of any shares of Common Stock for a period of up to 18 months following
the Effective Date, without the prior written consent of the Representative. See
"Shares Eligible for Future Sale."

                                       59
   63

     The Underwriting Agreement provides for reciprocal indemnification between
the Company and the Underwriters against liabilities in connection with the
Offering, including liabilities under the Securities Act.

   
     The Company has agreed that upon closing of the Offering it will, for a
period of not less than three years, engage a designee of the Representative as
advisor to the Board. In addition and in lieu of the Representative's right to
designate an advisor, the Company has agreed, if requested by the
Representative, during such three-year period, to nominate and use its best
efforts to cause the election of a designee of the Representative as a director
of the Company. The Representative has not yet designated any such person.

   
     The Underwriters intend to act as market makers for the Common Stock and
the Warrants after the closing of the Offering.

   
     Commencing one year after the date of this Prospectus and until the
expiration of the exercise period of the Warrants, the Company will pay the
Representative a fee of 5% of the exercise price of each Warrant exercised,
provided (i) the market price of the Common Stock on the date the Warrant was
exercised was greater than the Warrant exercise price on that date, (ii) the
exercise price of the Warrant was solicited by a member of the NASD, (iii) the
Warrant was not held in a discretionary account, (iv) the disclosure of
compensation arrangements was made both at the time of the Offering and at the
time of exercise of the Warrant, (v) the solicitation of the exercise of the
Warrant was not a violation of Rule 10b-6 under the Exchange Act and (vi) the
Representative is designated in writing as the soliciting NASD member. Unless
granted an exemption from Rule 10b-6 under the Exchange Act by the Commission,
the Representative and any other soliciting broker/dealers will be prohibited
from engaging in any market making activities or solicited brokerage activities
with regard to the Company's securities during the periods prescribed by
exemption (xi) to Rule 10b-6 before the solicitation of the exercise of any
Warrant until the later of the termination of such solicitation activity or the
termination of any right the Representative and any other soliciting
broker/dealer may have to receive a fee for the solicitation of the exercise of
the Warrants.

   
     The Company has agreed to retain the Representative as a consultant at an
annual fee of $35,000 for a 12-month period commencing on the closing of the
Offering. The entire fee ($35,000) is payable at the closing of the Offering.
Pursuant to this agreement, the Representative will be obligated to provide
general financial advisory services to the Company on an as-needed basis with
respect to possible future financing or acquisitions by the Company and related
matters. The agreement does not require the Representative to provide any
minimum number of hours of consulting services to the Company.

   
     The initial public offering prices of the shares of Common Stock and the
Warrants offered hereby and the initial exercise price and the other terms of
the Warrants have been determined by negotiation between the Company and the
Underwriters and do not necessarily bear any direct relationship to the
Company's assets, earnings, book value per share or other generally accepted
criteria of value. Factors considered in determining the offering prices of the
shares of Common Stock and Warrants and the exercise price of the Warrants
included the business in which the Company is engaged, the Company's financial
condition, an assessment of the Company's management, the general condition of
the securities markets and the demand for similar securities of comparable
companies.

   
     The Underwriters or members of the selling group may, at their option,
charge a customary ticket charge to purchasers in the Offering.

                                 LEGAL MATTERS

     The validity of the securities offered hereby will be passed upon for the
Company by Snow Becker Krauss P.C., 605 Third Avenue, New York, New York
10158-0125. Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas,
New York, New York 10036 has acted as counsel to the Underwriters in connection
with this Offering.

                                       60
   64
 
                                    EXPERTS
 
     The consolidated financial statements of the Company at December 31, 1995
and for each of the two years in the period ended December 31, 1995, appearing
in this Prospectus and Registration Statement, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given upon the
authority of said firm as experts in accounting and auditing.
 
                             ADDITIONAL INFORMATION
 
     The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2 under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statement and the exhibits thereto as permitted by
the Rules and Regulations of the Commission. For further information with
respect to the Company and such securities, reference is made to the
Registration Statement and to the exhibits filed therewith. Statements contained
in this Prospectus as to the contents of any contracts or other documents
referred to herein are not necessarily complete and where such contract or other
document is an exhibit to the Registration Statement, each such statement is
qualified in all respects by the provisions of such exhibit to which reference
is made for a full statement of the provisions thereof. The Registration
Statement, including exhibits filed therewith, may be inspected, without charge,
at the principal office of the Commission located at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048, and
at 500 West Madison Street, Suite 1400 Chicago, Illinois 60661-2511. Copies of
all or any part of the Registration Statement (including the exhibits thereto)
also may be obtained from the Public Reference Section of the Commission at the
Commission's principal office in Washington, D.C., at the Commission's
prescribed rates. Electronic registration statements made through the Electronic
Data Gathering Analysis and Retrieval system are publicly available through the
Commission's web site at http://www.sec.gov.
 
                                       61
   65
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                      
Report of Independent Auditors.........................................................   F-2
Consolidated Balance Sheets at December 31, 1995 (audited)
  and June 30, 1996 (unaudited)........................................................   F-3
Consolidated Statements of Operations for the years ended
  December 31, 1994 and 1995 (audited) and the six months ended
  June 30, 1995 and 1996 (unaudited)...................................................   F-4
Consolidated Statements of Stockholders' Equity for the years ended
  December 31, 1994 and 1995 (audited) and the six months ended
  June 30, 1996 (unaudited)............................................................   F-5
Consolidated Statements of Cash Flows for the years ended
  December 31, 1994 and 1995 (audited) and the six months ended
  June 30, 1995 and 1996 (unaudited)...................................................   F-6
Notes to Consolidated Financial Statements.............................................   F-7

                                       F-1
   66
 
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
Integrated Surgical Systems, Inc.
 
     We have audited the accompanying consolidated balance sheet of Integrated
Surgical Systems, Inc. as of December 31, 1995, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 1994 and 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Integrated
Surgical Systems, Inc. at December 31, 1995, and the consolidated results of its
operations and its cash flows for the years ended December 31, 1994 and 1995 in
conformity with generally accepted accounting principles.
 
     The accompanying financial statements have been prepared assuming that
Integrated Surgical Systems, Inc. will continue as a going concern. As more
fully described in Note 1, the Company has incurred recurring operating losses.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to this matter are also
described in Note 1. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.
 
                                                               ERNST & YOUNG LLP
 
Sacramento, California
January 29, 1996
 
                                       F-2
   67
 
                       INTEGRATED SURGICAL SYSTEMS, INC.,
 
                          CONSOLIDATED BALANCE SHEETS

                                                                                       PRO FORMA
                                                                                     STOCKHOLDERS'
                                                       DECEMBER 31,     JUNE 30,        EQUITY
                                                           1995           1996       JUNE 30, 1996
                                                       ------------   ------------   -------------
                                                                              (UNAUDITED)
                                                                            
ASSETS
Current assets:
  Cash and cash equivalents..........................  $  2,339,823   $  1,549,309
  Accounts receivable................................        50,807        153,790
  Inventory..........................................       746,972        713,987
  Other current assets...............................       144,417        143,632
                                                       ------------   ------------
Total current assets.................................     3,282,019      2,560,718
Net property and equipment...........................       430,851        273,193
Other assets.........................................        14,259         14,042
                                                       ------------   ------------
                                                       $  3,727,129   $  2,847,953
                                                       ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Note payable.......................................  $    274,498   $     67,037
  Accounts payable...................................       209,405        166,316
  Accrued payroll and related expenses...............        39,600         59,252
  Customer deposits..................................       469,991             --
  Accrued product retrofit costs.....................       160,000        150,348
  Other current liabilities..........................       301,117        382,097
                                                       ------------   ------------
Total current liabilities............................     1,454,611        825,050
Commitments and contingencies (Notes 1 and 8)
Stockholders' equity:
  Convertible preferred stock, $0.01 par value,
     5,750,000 shares authorized; 693,195 and
     1,039,792 shares issued and outstanding at
     December 31, 1995 and June 30, 1996,
     respectively (no shares pro forma); liquidation
     preference value of $666,667 at December 31,
     1995 ($1,000,000 at June 30, 1996)..............         6,932         10,398   $          --
  Common stock, $0.01 par value, 15,000,000 shares
     authorized; 273,946 and 274,018 shares issued
     and outstanding at December 31, 1995 and June
     30, 1996, respectively (1,313,810 shares pro
     forma)..........................................         2,739          2,740          13,138
  Additional paid-in capital.........................    17,909,532     19,634,990      19,634,990
  Deferred stock compensation........................            --       (482,384)       (482,384)
  Accumulated translation adjustment.................         5,297            259             259
  Accumulated deficit................................   (15,651,982)   (17,143,100)    (17,143,100)
                                                       ------------   ------------    ------------
Total stockholders' equity...........................     2,272,518      2,022,903   $   2,022,903
                                                                                      ============
                                                       ------------   ------------
                                                       $  3,727,129   $  2,847,953
                                                       ============   ============

 
See accompanying notes.
 
                                       F-3
   68
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                         YEARS ENDED DECEMBER 31,        SIX MONTHS ENDED JUNE 30,
                                        ---------------------------     ---------------------------
                                           1994            1995            1995            1996
                                        -----------     -----------     -----------     -----------
                                                                                (UNAUDITED)
                                                                            
Net sales.............................  $   289,047     $   174,521     $    76,289     $ 1,064,206
Cost of sales.........................      203,856          70,179          30,147         458,483
                                        -----------     -----------     -----------     -----------
                                             85,191         104,342          46,142         605,723
Operating expenses:
  Selling, general and
     administrative...................    1,973,816       1,668,947         932,629         887,283
  Research and development............    2,719,771       2,361,125       1,073,636         977,616
  Stock compensation..................           --              --              --         246,524
                                        -----------     -----------     -----------     -----------
                                          4,693,587       4,030,072       2,006,265       2,111,423
Other income (expense):
  Interest income.....................       74,956         107,306          76,757          38,723
  Interest expense....................     (281,650)       (287,792)       (147,590)             --
  Other...............................      (14,508)         55,801          63,906         (20,958)
                                        -----------     -----------     -----------     -----------
Loss before provision for income
  taxes...............................   (4,829,598)     (4,050,415)     (1,967,050)     (1,487,935)
Provision for income taxes............       10,787           3,113           3,242           3,183
                                        -----------     -----------     -----------     -----------
Net loss..............................   (4,840,385)     (4,053,528)     (1,970,292)     (1,491,118)
Preferred stock dividends.............     (956,574)       (936,325)       (478,287)             --
                                        -----------     -----------     -----------     -----------
Net loss applicable to common
  stockholders........................  $(5,796,959)    $(4,989,853)    $(2,448,579)    $(1,491,118)
                                        ===========     ===========     ===========     ===========
Net loss per common and common share
  equivalent..........................  $     (1.35)    $     (1.16)    $     (0.57)    $     (0.33)
                                        ===========     ===========     ===========     ===========
Shares used in per share
  calculations........................    4,291,444       4,298,268       4,292,288       4,497,070
                                        ===========     ===========     ===========     ===========

 
See accompanying notes.
 
                                       F-4
   69
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                   CONVERTIBLE
                                                 PREFERRED STOCK       COMMON STOCK     ADDITIONAL                     ACCUMULATED
                                               -------------------   ----------------     PAID-IN     DEFERRED STOCK   TRANSLATION
                                                SHARES     AMOUNT    SHARES    AMOUNT     CAPITAL      COMPENSATION    ADJUSTMENT
                                               ---------   -------   -------   ------   -----------   --------------   -----------
                                                                                                  
Balance at December 31, 1993.................    163,369   $ 1,634    67,652   $ 676    $11,736,912     $       --       $    --
  Sale of common stock.......................         --        --     1,553      15         11,349             --            --
  Net loss...................................         --        --        --      --             --             --            --
  Translation adjustment.....................         --        --        --      --             --             --         1,754
                                                 -------   -------   -------   -------  -----------      ---------       -------
Balance at December 31, 1994.................    163,369     1,634    69,205     691     11,748,261             --         1,754
  Sale of common stock.......................         --        --       781       8          2,585             --            --
  Conversion of note payable into a warrant
    to purchase common stock.................         --        --        --      --      4,224,373             --            --
  Conversion of Series B and Series C
    preferred stock into common stock........   (163,369)   (1,634)  163,369   1,634             --             --            --
  Conversion of accumulated dividends
    preferred stock into common stock........         --        --    40,591     406           (406)            --            --
  Sale of Series D convertible preferred
    stock and a warrant to purchase Series D
    preferred stock..........................    693,195     6,932        --      --      1,934,719             --            --
  Net loss...................................         --        --        --      --             --             --            --
  Translation adjustment.....................         --        --        --      --             --             --         3,543
                                                 -------   -------   -------   -------  -----------      ---------       -------
Balance at December 31, 1995.................    693,195     6,932   273,946   2,739     17,909,532             --         5,297
  Sale of common stock (unaudited)...........         --        --        72       1             16             --            --
  Sale of Series D convertible preferred
    stock and a warrant to purchase Series D
    preferred stock (unaudited)..............    346,597     3,466        --      --        996,534             --            --
  Deferred stock compensation (unaudited)....         --        --        --      --        728,908       (728,908)           --
  Stock compensation expense (unaudited).....         --        --        --      --             --        246,524            --
  Net loss (unaudited).......................         --        --        --      --             --             --            --
  Translation adjustment (unaudited).........         --        --        --      --             --             --        (5,038)
                                                 -------   -------   -------   -------  -----------      ---------       -------
Balance at June 30, 1996 (unaudited).........  1,039,792   $10,398   274,018   $2,740   $19,634,990     $ (482,384)      $   259
                                                 =======   =======   =======   =======  ===========      =========       =======

 
                                                                  TOTAL
                                               ACCUMULATED    STOCKHOLDERS'
                                                 DEFICIT         EQUITY
                                               ------------   -------------
                                                        
Balance at December 31, 1993.................  $ (6,758,069)   $  4,981,153
  Sale of common stock.......................            --          11,364
  Net loss...................................    (4,840,385)     (4,840,385)
  Translation adjustment.....................            --           1,754
                                               ------------      ----------
Balance at December 31, 1994.................   (11,598,454)        153,886
  Sale of common stock.......................            --           2,593
  Conversion of note payable into a warrant
    to purchase common stock.................            --       4,224,373
  Conversion of Series B and Series C
    preferred stock into common stock........            --              --
  Conversion of accumulated dividends
    preferred stock into common stock........            --              --
  Sale of Series D convertible preferred
    stock and a warrant to purchase Series D
    preferred stock..........................            --       1,941,651
  Net loss...................................    (4,053,528)     (4,053,528)
  Translation adjustment.....................            --           3,543
                                               ------------      ----------
Balance at December 31, 1995.................   (15,651,982)      2,272,518
  Sale of common stock (unaudited)...........            --              17
  Sale of Series D convertible preferred
    stock and a warrant to purchase Series D
    preferred stock (unaudited)..............            --       1,000,000
  Deferred stock compensation (unaudited)....            --              --
  Stock compensation expense (unaudited).....            --         246,524
  Net loss (unaudited).......................    (1,491,118)     (1,491,118)
  Translation adjustment (unaudited).........            --          (5,038)
                                               ------------      ----------
Balance at June 30, 1996 (unaudited).........  $(17,143,100)   $  2,022,903
                                               ============      ==========

 
See accompanying notes.
 
                                       F-5
   70
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                   YEARS ENDED DECEMBER 31,        SIX MONTHS ENDED JUNE 30,
                                                  ---------------------------     ---------------------------
                                                     1994            1995            1995            1996
                                                  -----------     -----------     -----------     -----------
                                                                                          (UNAUDITED)
                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss........................................  $(4,840,385)    $(4,053,528)    $(1,970,292)    $(1,491,118)
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Loss on short-term investments..............       37,402              --              --              --
    Issuance of common stock for non-cash
      items.....................................        9,540              --              --              --
    Depreciation................................      261,056         288,344         141,945         134,412
    Stock compensation..........................           --              --              --         246,524
    Changes in operating assets and liabilities:
      Short-term investments....................    2,985,437              --              --              --
      Accounts receivable.......................      202,641         (30,326)         (5,523)       (102,983)
      Inventory.................................      184,277         137,625         (22,063)         96,985
      Other current assets......................      (96,747)            850         (28,893)            785
      Note payable..............................           --          20,701          28,392        (207,461)
      Accounts payable..........................       15,717         (42,058)        101,458         (43,089)
      Accrued payroll and related expenses......      113,296        (222,896)       (123,206)         19,652
      Customer deposits.........................      471,874          (1,883)         (1,879)       (469,991)
      Accrued product retrofit costs............      274,680        (114,680)        (73,236)         (9,652)
      Accrued interest..........................      277,500         286,645         138,756              --
      Other current liabilities.................      (68,460)        219,344           6,256          80,980
      Translation adjustment....................        1,754           3,543           3,557          (5,038)
                                                  -----------     -----------     -----------     -----------
Net cash used in operating activities...........     (170,418)     (3,508,319)     (1,804,728)     (1,749,994)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment..............     (476,071)       (121,008)        (62,607)        (40,754)
Decrease (increase) in other assets.............       (4,234)          1,035              97             217
                                                  -----------     -----------     -----------     -----------
Net cash used in investing activities...........     (480,305)       (119,973)        (62,510)        (40,537)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible preferred stock.......           --       1,941,651              --       1,000,000
Proceeds from common stock......................        1,824           2,593           2,588              17
                                                  -----------     -----------     -----------     -----------
Net cash provided by financing activities.......        1,824       1,944,244           2,588       1,000,017
                                                  -----------     -----------     -----------     -----------
Net decrease in cash and cash equivalents.......     (648,899)     (1,684,048)     (1,864,650)       (790,514)
Cash and cash equivalents at beginning of
  period........................................    4,672,770       4,023,871       4,023,871       2,339,823
                                                  -----------     -----------     -----------     -----------
Cash and cash equivalents at end of period......  $ 4,023,871     $ 2,339,823     $ 2,159,221     $ 1,549,309
                                                  ===========     ===========     ===========     ===========

See accompanying notes.
 
                                       F-6
   71
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 1995
                 (INFORMATION WITH RESPECT TO JUNE 30, 1996 AND
           THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
 
1.  DESCRIPTION OF BUSINESS AND FINANCING REQUIREMENTS
 
     Integrated Surgical Systems, Inc. was incorporated on October 1, 1990 as a
Delaware corporation and was a development stage enterprise through the year
ended December 31, 1995. The Company develops, manufactures, markets and
services image-directed, robotic products for surgical applications. The
Company's principal product is the ROBODOC(R) Surgical Assistant System
("ROBODOC System"), a computer-controlled surgical robot, and the Company's
ORTHODOC(R) Presurgical Planner, consisting of a computer workstation that
utilizes the Company's proprietary software for pre-operative surgical planning.
The first application for the ROBODOC System has been directed at cementless
primary total hip replacement surgery.
 
     On June 1, 1994, the Company acquired all shares of Gasfabriek Thijssen
Holding BV (later renamed Integrated Surgical Systems BV), a non-operating
Netherlands corporation, for approximately $4,000. The acquisition was accounted
for as a purchase. Integrated Surgical Systems BV purchases and licenses
products and technology from Integrated Surgical Systems, Inc. for distribution
in Europe and other markets.
 
     The Company has not yet generated significant revenue and has funded its
operations primarily through the issuance of debt and sale of equity.
Accordingly, the Company's ability to accomplish its business strategy and to
ultimately achieve profitable operations is dependent upon its ability to raise
additional financing. The Company's management is exploring several funding
options and expects to raise additional capital during 1996 (Note 10).
Ultimately, however, the Company will need to achieve profitable operations in
order to continue as a going concern. The Company incurred a net loss of
$4,053,528 for the year ended December 31, 1995 and a net loss of $1,491,118 for
the six months ended June 30, 1996. The Company has an accumulated deficit of
$15,651,982 and $17,143,100 as of December 31, 1995 and June 30, 1996,
respectively.
 
     These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty.
 
2.  SIGNIFICANT ACCOUNTING POLICIES
 
CONSOLIDATION
 
     The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary. All significant intercompany balances and
transactions have been eliminated in consolidation.
 
FOREIGN CURRENCY TRANSLATION
 
     The financial position and results of operations of Integrated Surgical
Systems BV are measured using the subsidiary's local currency (Guilders). The
subsidiary's balance sheet accounts are translated at the current year-end
exchange rate and statement of operations amounts are translated at the average
exchange rate for the period. Translation adjustments are recorded as a separate
component of stockholders' equity. Foreign currency transaction gains and losses
were not material during the years ended December 31, 1994 and 1995 and the six
months ended June 30, 1995 and 1996.
 
REVENUE RECOGNITION
 
     Revenues from sales without significant Company obligations beyond delivery
are recognized upon delivery of the products. Revenues pursuant to agreements
which include significant Company obligations
 
                                       F-7
   72
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
2.  SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
REVENUE RECOGNITION -- (CONTINUED)
beyond delivery are deferred until the Company's remaining obligations are
insignificant. Revenues are recognized net of any deferrals for estimated future
liabilities under contractual product warranty provisions. Estimated future
product retrofit costs for ROBODOC Systems sold for clinical trials have been
accrued in the accompanying financial statements. Future retrofit costs are
those expected to be required to update ROBODOC Systems to the equivalent level
of performance expected to be approved by the Food and Drug Administration
("FDA").

RESEARCH AND DEVELOPMENT

   
     Software development costs incurred subsequent to the determination of the
product's technological feasibility and prior to the product's general release
to customers are not material to the Company's financial position or results of
operations, and have been charged to research and development expense in the
accompanying consolidated statements of operations. Grants received from third
parties for research and development activities are recorded as revenue over the
term of the agreement as the related activities are conducted. Research and
development costs are expensed as incurred.

CONCENTRATION OF CREDIT RISK
 
     The Company sells its products to companies in the healthcare industry and
performs periodic credit evaluations of its customers and generally does not
require collateral. The Company believes that adequate provision for
uncollectible accounts receivable has been made in the accompanying financial
statements. The Company maintains substantially all of its cash at four
financial institutions.
 
FINANCIAL STATEMENT ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
CASH EQUIVALENTS
 
     The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Cash equivalents
consist primarily of certificates of deposits, banker's acceptances and U.S.
Government securities.
 
PROPERTY AND EQUIPMENT
 
     Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over estimated useful lives of 3 to 5 years, or the
lease term, whichever is shorter.
 
FAIR VALUES OF FINANCIAL INSTRUMENTS
 
     Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of Financial
Instruments" ("SFAS No. 107"). The carrying amounts reported in the balance
sheet for cash and cash equivalents approximate those assets' fair values.
Active markets for the Company's other financial instruments that are subject to
the fair value disclosure requirements of SFAS No. 107, which consist of
privately-issued notes payable, do not exist and there are no quoted market
prices for
 
                                       F-8
   73
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
2.  SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
   
FAIR VALUES OF FINANCIAL INSTRUMENTS -- (CONTINUED)
    
these notes. Accordingly, it is not practicable to estimate the fair values of
such financial instruments because of the limited information available to the
Company and because of the significance of the cost to obtain independent
appraisals for this purpose.
 
INVENTORY
 
     Inventory is recorded at the lower of cost (first-in, first-out method) or
market and consists of materials and supplies used in the manufacture of the
ROBODOC System.
 
     Inventory consists of the following:

                                                                                    JUNE 30,
                                                                                      1996
                                                                  DECEMBER 31,     -----------
                                                                      1995
                                                                  ------------     (UNAUDITED)
                                                                             
    Raw materials...............................................    $381,756        $ 445,177
    Work-in process.............................................     306,828          202,956
    Finished goods..............................................      58,388           65,854
                                                                    --------         --------
                                                                    $746,972        $ 713,987
                                                                    ========         ========

INCOME TAXES
 
     The liability method is used to account for income taxes. Under this
method, deferred income tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that are
scheduled to be in effect when the differences are expected to reverse.
 
NET LOSS PER SHARE

     Except as noted below, net loss per share is based on the weighted average
number of shares of common stock outstanding during the period. Common stock
issuable upon the conversion of convertible preferred stock and note payable and
upon the exercise of common stock warrants and stock options have been excluded
from the computation because their inclusion would be anti-dilutive. Pursuant to
the Securities and Exchange Commission Staff Accounting Bulletins, common and
common equivalent shares issued by the Company at prices below the initial
public offering price during the 12 month period prior to the offering have been
included in the calculation as if they were outstanding for all periods
presented (using the treasury stock method at an assumed initial public offering
price of $6.00 per share). As described in Note 6, common stock was issued on
December 21, 1995 in connection with the conversion of preferred stock and
accumulated dividends. Net loss per share for the year ended December 31, 1995
would have been ($0.91) per share had the conversion occurred on January 1,
1995.

SIGNIFICANT CUSTOMERS AND FOREIGN SALES
 
     During the year ended December 31, 1994, the Company recognized 87% of its
revenues from one customer. During the year ended December 31, 1995, the Company
recognized 95% of its revenues from one customer. Foreign sales were
approximately $27,000 and $165,000 for the years ended December 31, 1994 and
December 31, 1995, respectively. During the six months ended June 30, 1995 and
1996, the Company recognized 92% and 53% of its revenues from one customer,
respectively. Foreign sales for the six months ended June 30, 1995 and 1996 were
$72,073 and $1,064,066, respectively.
 
                                       F-9
   74
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
2.  SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
RECLASSIFICATIONS
 
     Certain amounts reported in prior years financial statements have been
reclassified to conform with the 1995 and 1996 presentation.
 
3.  PROPERTY AND EQUIPMENT
 
     Property and equipment consists of the following:

                                                                                   JUNE 30,
                                                                                     1996
                                                                 DECEMBER 31,     -----------
                                                                     1995
                                                                 ------------     (UNAUDITED)
                                                                            
    ROBODOC System equipment...................................   $  552,660      $   338,303
    Other equipment............................................      738,215          778,183
    Furniture and fixtures.....................................       40,040           40,040
    Leasehold improvements.....................................       80,866           86,816
                                                                  ----------       ----------
                                                                   1,411,781        1,243,342
    Less accumulated depreciation..............................     (980,930)        (970,149)
                                                                  ----------       ----------
                                                                  $  430,851      $   273,193
                                                                  ==========       ==========

4.  REVERSE STOCK SPLIT
 
     On December 20, 1995, as part of a recapitalization and preferred stock
sale described in Note 6, the stockholders authorized a one-for-five reverse
split of all capital stock. All references in the accompanying financial
statements to the number of capital shares and per-share amounts have been
retroactively restated to reflect the reverse stock split (Note 10).
 
5.  NOTES PAYABLE

     During 1994, the Company issued a $237,184 short-term note payable to a
vendor in exchange for inventory. Additional inventory purchases of $20,701 were
added to the outstanding balance during 1995. Simple interest on the note
payable accrues at 7% per annum. As partial payment for the interest obligation,
the Company issued 676 shares of its common stock to the vendor during the year
ended December 31, 1994, with an estimated fair value of $7.84 per share. The
outstanding principal balance of the note and the remaining interest obligation
which was due on September 30, 1995 was not paid due to the Company's limited
cash flow at that time and, as a result, the note payable is in default. The
Company is currently negotiating with the vendor to extend the terms of the note
payable; however, there is no assurance that such negotiations will be
successful or that the vendor will not pursue legal action against the Company.
The Company does not believe the outcome of the matter will have a material
adverse impact on its financial position or results of operations. Subsequent to
December 31, 1995, the Company began making payment on the note payable, and as
of June 30, 1996, the unpaid balance of the note payable was $67,037. The
Company intends to pay the remaining balance in September 1996.

   
     A long-term note payable was entered into between the Company and a large
corporation, a representative of which is a member of the Company's Board of
Directors. Simple interest on the note payable accrued at 9.25% per annum. On
December 20, 1995, the long-term note payable and accrued interest totaling
$4,224,373 was converted into a warrant to purchase 126,895 shares of the
Company's common stock at $0.01 per share which is currently exercisable and
expires on December 31, 2005.

                                      F-10
   75
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
5.  NOTES PAYABLE -- (CONTINUED)
   
     In conjunction with the note agreement, the Company also entered into a
License Agreement with this corporation whereby the corporation granted the
Company the rights to the technology underlying the ROBODOC System at the time
of the Company's incorporation. In consideration for this License Agreement, the
Company issued to the corporation a warrant to purchase 67,587 shares of the
Company's common stock at a price of $0.07 per share. This warrant expires on
December 31, 2000 and has not been exercised as of June 30, 1996.

6.  STOCKHOLDERS' EQUITY
 
COMMON STOCK

     As of December 31, 1995 the Company has reserved a total of 5,836,747
shares of common stock pursuant to outstanding warrants, options and convertible
preferred stock.

CONVERTIBLE PREFERRED STOCK

     On December 20, 1995, all outstanding shares of Series B and Series C
preferred stock were converted into 60,964 and 102,405 shares of common stock,
respectively. Also on that date, all accumulated and unpaid dividends on Series
B and Series C were converted into 17,910 and 22,681 shares of the Company's
common stock, respectively.

   
     The Company entered into a Series D preferred stock and warrant agreement
during 1995. Under the terms of this agreement, the Company received $2 million
in proceeds at the first closing which occurred on December 21, 1995, and
granted an option to purchase additional Series D stock and a warrant to
purchase Series D Stock as described below. At the first closing, the Company
sold 693,195 shares of Series D preferred stock for $0.96 per share. It also
sold for $1,333,333 a warrant to purchase 1,386,390 shares of Series D at $0.01
per share. The warrant expires on December 31, 2005 and has not been exercised
as of June 30, 1996. The purchasers received an option to purchase an additional
346,597 shares of Series D preferred stock and a warrant to purchase an
additional 693,194 shares of Series D preferred stock, all with the same terms
as in the first closing.

   
     On February 19, 1996, the option holder exercised the option and the
Company sold 346,597 shares of Series D preferred stock for $0.96 per share. The
Company also sold a warrant for $666,667 to purchase 693,194 shares of Series D
at $0.01 per share.

   
     Series B and Series C preferred stockholders who did not purchase Series D
stock were issued warrants to purchase an aggregate of 446,087 shares of the
Company's common stock at a price of $0.74 per share in consideration for their
consent to the terms of the recapitalization and Series D stock sale. The
Company granted another warrant to purchase an additional 138,872 shares of
common stock at $0.74 per share in conjunction with the second closing of the
Series D preferred stock described above. These warrants may be exercised only
under certain conditions including the closing of a registered public offering
in which the Company would have a pre-money market valuation of at least
$10,000,000 (Note 10), the sale of the Company for consideration at least equal
to $10,000,000, or in certain circumstances when the Company s valuation exceeds
$10,000,000. These warrants expire on the earlier of 30 days after a notice of a
proposed exercise event or December 31, 2005. On August 25, 1996, certain
holders of these warrants entered into amended warrant agreements with the
Company which included a provision allowing for a cashless exercise. Under the
terms of the cashless exercise, these warrant holders accepted 65,124 fewer
shares as consideration for not being required to make the cash exercise payment
of $0.74 per share. This resulted in these warrant holders receiving 463,054
shares of Common Stock upon their exercise on August 25, 1996. The remaining
warrant holder allowed its warrants, representing 56,781 shares of Common Stock,
to expire unexercised on August 30, 1996.

                                      F-11
   76
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6.  STOCKHOLDERS' EQUITY -- (CONTINUED)
CONVERTIBLE PREFERRED STOCK -- (CONTINUED)
   
     As part of the Series D offering, the Company offered to all stockholders
who did not purchase Series D stock or the Series D warrant ("non-participating
stockholder(s)") the right to purchase Series D stock with the same terms and
conditions as the December 1995 offering. The Company has reserved 753,589
shares of Series D stock for this offering. Each non-participating stockholder
will be allowed to purchase a number of shares based upon current ownership in
relation to other non-participating stockholders. This offer expired in March
1996.

     The holders of Series D convertible preferred stock have the following per
share liquidation preferences and conversion rates:

                                                                            
        Liquidation preference...............................................  $0.96
        Conversion rate......................................................  $0.96

 
     The holders of convertible preferred stock have participating rights to
receive dividends when and as declared on the shares of common stock by the
Board of Directors. No dividends have been declared as of June 30, 1996.

     Each share of the convertible preferred stock is convertible into common
stock at the conversion rate described above divided by the "Conversion Price"
subject to certain anti-dilution adjustments. At December 31, 1995 and June 30,
1996, the Conversion Price was $0.96 per share for Series D, making each share
of convertible preferred stock convertible into common stock on a one-for-one
basis. Automatic conversion of shares will occur in the event of a firm
underwritten public offering resulting in aggregate gross cash proceeds to the
Company of at least $7,500,000 (Note 10).

     Holders of the Company's convertible preferred stock vote as if their
shares have been converted to common stock. In addition, preferred shares are
subject to certain transfer restrictions and are entitled to certain
registration rights.

     Whenever the Company proposes to issue, deliver, or sell certain "Voting
Securities," the holder of the warrant resulting from the conversion of the
long-term note payable (Note 5) has the right of first offer to purchase such
Voting Securities. Subsequently, the holders of convertible preferred stock are
entitled to purchase an amount of such Voting Securities which would result in
the preferred stockholder retaining its percentage interest in the total voting
power of the Company in effect prior to such issuance. These shares may be
purchased at a price per share equal to the selling price of the Voting
Securities. The anti-dilution rights granted to the holders of convertible
preferred stock terminate in the event the stockholder holds less than 337,933
shares of convertible preferred stock.

STOCK OPTION PLANS

     The Company established a stock option plan in 1991 (the "1991 Plan") and
on December 13, 1995, it established a new stock option plan (the "1995 Plan").
Certain employees of the Company will surrender their options under the 1991
Plan in return for new and additional options granted under the 1995 Plan.
Officers, employees, directors and consultants to the Company may participate in
the Plans. Options granted under the Plans may be incentive stock options or
non-statutory stock options. 1,109,020 shares of the Company's common stock have
been reserved for issuance under the Plans. Options granted generally have a
term of five years from the date of the grant. The exercise price of incentive
stock options granted under the Plans may not be less than 100% of the fair
market value of the Company's common stock on the date of the grant. The
exercise price of non-statutory stock options granted under the Plans may not be
less than 85% of the fair market value of the Company's common stock on the date
of the grant. For a person who, at the time of the grant, owns stock
representing 10% of the voting power of all classes of Company stock, the
exercise

                                      F-12
   77
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6.  STOCKHOLDERS' EQUITY -- (CONTINUED)
STOCK OPTION PLANS -- (CONTINUED)
price of the incentive stock options or the non-statutory stock options granted
under the Plans may not be less than 110% of the fair market value of the common
stock on the date of the grant.
 
     The following summarizes activity under the Plans for the years ended
December 31, 1994 and 1995 and the six months ended June 30, 1996:

                                                                              
    Outstanding at December 31, 1993...........................................   46,465
         Granted (at $7.84 per share)..........................................   11,415
         Canceled (at $3.33 to $7.84 per share)................................   (4,513)
         Exercised (at $3.33 and $7.84 per share)..............................     (335)
                                                                                 -------
    Outstanding at December 31, 1994...........................................   53,032
         Granted (at $4.88 per share)..........................................   32,713
         Canceled (at $3.33 to $7.84 per share)................................   (9,439)
         Exercised (at $3.33 per share)........................................     (781)
                                                                                 -------
    Outstanding at December 31, 1995 (at $3.33 to $7.84 per share).............   75,525
         Granted (at $0.07 per share) (unaudited)..............................  899,637
         Canceled (at $3.33 to $7.84 per share) (unaudited)....................  (58,523)
         Exercised (at $0.25 per share) (unaudited)............................      (72)
                                                                                 -------
    Outstanding at June 30, 1996 (at $0.07 to $7.84 per share) (unaudited).....  916,567
                                                                                 =======

 
   
     Of the options outstanding at December 31, 1995, options to purchase 46,453
shares of common stock were immediately exercisable at prices ranging from $3.33
to $7.84 per share. Of the options outstanding at June 30, 1996, options to
purchase 319,134 shares of common stock were immediately exercisable at prices
ranging from $0.07 to $7.84 per share. A total of 1,033,495 and 192,381 shares
were still available for grant under the Plan at December 31, 1995 and June 30,
1996, respectively.

     During the six months ended June 30, 1996, the Company recorded deferred
stock compensation of $728,908 relating to stock options granted during the
period with exercise prices less than the estimated fair value of the Company's
common stock, as determined by an independent valuation analysis, on the date of
grant. The deferred stock compensation is being amortized into expense over the
vesting period of the stock options which generally range from 3 to 5 years.
Deferred compensation relating to stock options which vested immediately was
expensed on the date of grant. Compensation expense of $246,524 was recorded
during the six months ended June 30, 1996 relating to these stock options, and
the remaining $482,384 will be amortized into expense in future periods.
 
7.  INCOME TAXES
 
     The income tax provisions for the years ended December 31, 1994 and 1995
and the six months ended June 30, 1995 and 1996 are comprised of currently
payable state franchise taxes and currently payable foreign income taxes.
 
                                      F-13
   78
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
7.  INCOME TAXES -- (CONTINUED)

     Deferred taxes result from temporary differences in the recognition of
certain revenue and expense items for income tax and financial reporting
purposes. The significant components of the Company's deferred taxes as of
December 31, 1994 and 1995 are as follows:

                                                                   1994            1995
                                                                -----------     -----------
                                                                          
    Deferred tax assets:
      Net operating loss carryover............................  $ 4,759,000     $ 2,200,000
      Research and development credit.........................      404,000              --
      Capitalized research and development....................      566,000          16,000
      Accrued product retrofit costs..........................       88,000          95,000
      Inventory...............................................           --          97,000
      Other...................................................      178,000         104,000
                                                                -----------     -----------
                                                                  5,995,000       2,512,000
      Less: Valuation allowance...............................   (5,995,000)     (2,512,000)
                                                                -----------     -----------
    Net deferred taxes........................................  $        --     $        --
                                                                ===========     ===========

     The principal reasons for the difference between the effective income tax
rate and the federal statutory income tax rate are as follows:

                                                               YEARS ENDED DECEMBER 31,
                                                            -------------------------------
                                                               1994                1995
                                                            -----------         -----------
                                                                          
    Federal benefit expected at statutory rates...........  $(1,642,063)        $(1,377,000)
    Net operating loss with no current benefit............    1,642,063           1,377,000
    State franchise taxes.................................        4,532               3,046
    Foreign income taxes..................................        6,255                  67
                                                            -----------         -----------
                                                            $    10,787         $     3,113
                                                            ===========         ===========

     In connection with the Company's Series D preferred stock sale (Note 6) a
change of ownership (as defined in Section 382 of the Internal Revenue Code of
1986, as amended) occurred. As a result of this change, the Company's federal
and state net operating loss carryforwards generated through December 21, 1995
(approximately $13,500,000 and $4,500,000, respectively) will be subject to a
total annual limitation in the amount of approximately $400,000. Except for the
amounts described below, the Company expects that the carryforward amounts will
not be utilized prior to the expiration of the carryforward periods.
 
     As a consequence of the limitation, the Company has at December 31, 1995 a
net operating loss carryover of approximately $6,000,000 for federal income tax
purposes which expires between 2005 and 2009, and net operating loss
carryforward of approximately $2,000,000 for state income tax purposes which
expires between 1997 and 1999.
 
     The Company paid $10,787 and $5,280 for income and franchise taxes during
the years ended December 31, 1994 and 1995, respectively.
 
8.  COMMITMENTS
 
     The Company leases its facilities under two non-cancelable operating
leases. One of the leases has an escalation clause of 5% per annum and has a
term of approximately five years. The Company has the right to terminate the
lease at the end of the third year. The fee associated with this cancellation
privilege is 50% of the unamortized portion of the total tenant improvements
(which is expected to be approximately $32,000). The
 
                                      F-14
   79
 
                       INTEGRATED SURGICAL SYSTEMS, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
8.  COMMITMENTS -- (CONTINUED)
Company's other facility does not have an escalation clause and has a term of
approximately 3 years. Future payments under non-cancelable facility operating
leases are approximately as follows:

                                                                         
        1996..............................................................  $114,000
        1997..............................................................    86,000
        1998..............................................................    44,000

     Aggregate rental expense under these leases amounted to $136,880 and
$135,980 during the years ended December 31, 1994 and 1995, respectively.
 
     Future minimum payments under non-cancelable equipment operating leases are
approximately $10,000 per year through the year ended December 31, 2000. Rental
expense for these non-cancelable leases during the years ended December 31, 1994
and 1995 was approximately $11,000 and $14,000, respectively.
 
9.  NIST GRANT
 
     During 1994, the Company received notification it was awarded a $1,960,000
National Institute of Science and Technology ("NIST") grant from the U.S.
Department of Commerce. The grant will be shared by the Company and two
strategic partners to fund approximately 49% of a $4 million joint development
project to adapt the ROBODOC System for use in hip revision surgery. The
development project and related NIST Grant began in 1995. The Company received
$19,409 in proceeds under this grant during the year ended December 31, 1995 and
$93,099 during the six months ended June 30, 1996.
 
10.  SUBSEQUENT EVENTS

     On September 16, 1996, the Board of Directors approved, subject to
stockholder approval, a one-for-1.479586 reverse split of the Company's common
stock. The reverse stock split is expected to become effective prior to the
closing of the Company's proposed initial public offering. All references in the
accompanying financial statements to the number of capital shares and per-share
amounts have been retroactively restated to reflect the reverse split.

   
     If the Company's initial public offering is consummated and results in
aggregate gross cash proceeds to the Company of at least $7,500,000, all of the
Series D convertible preferred stock outstanding as of the closing date will
automatically be converted into an aggregate of approximately 1,039,792 shares
of common stock, based on the shares of Series D outstanding at June 30, 1996.
Unaudited pro forma stockholders' equity at June 30, 1996, as adjusted for the
conversion of preferred stock, is disclosed on the consolidated balance sheets.

                                      F-15
   80

                  [TO BE LOCATED ON INSIDE COVER OF BACK PAGE]

   
                                     [LOGO]

               [PHOTO]                                    [PHOTO]

The ROBODOC(R) Surgical Assistant System. Pictured on the left is the
ORTHODOC(R) Presurgical Planner. The computer controlled surgical robot is seen
on the right.

   
                [PHOTO]

   
ORTHODOC's software reduces image
distortion caused by the metal in an
existing hip implant, allowing the
surgeon to visualize the bone, the
cement, and the implant clearly. The
surgery can now be planned in 3-D and
frequent complications can be avoided.
    
   81
 
                                     [LOGO]
   82
 
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Article VI of the Registrant's by-laws provides that a director or officer
shall be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement (provided such settlement is approved in
advance by the Registrant) in connection with certain actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action") if
he acted in good faith and in a manner he 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 his conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
an action, except that no person who has been adjudged to be liable to the
Registrant shall be entitled to indemnification unless a court determines that
despite such adjudication of liability but in view of all of the circumstances
of the case, the person seeking indemnification is fairly and reasonably
entitled to be indemnified for such expenses as the court deems proper.
 
     Article 6.5 of the Registrant's by-laws further provides that directors and
officers are entitled to be paid by the Registrant the expenses incurred in
defending the proceedings specified above in advance of their final disposition,
provided that such payment will only be made upon delivery to the Registrant by
the indemnified party of an undertaking to repay all amounts so advanced if it
is ultimately determined that the person receiving such payments is not entitled
to be indemnified.
 
     Article 6.4 of the Registrant's by-laws provides that a person indemnified
under Article VI of the by-laws may contest any determination that a director,
officer, employee or agent has not met the applicable standard of conduct set
forth in the by-laws by petitioning a court of competent jurisdiction.
 
     Article 6.6 of the Registrant's by-laws provides that the right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in the Article will not be
exclusive of any other right which any person may have or acquire under the
by-laws, or any statute or agreement, or otherwise.
 
     Finally, Article 6.7 of the Registrant's by-laws provides that the
Registrant may maintain insurance, at its expense, to reimburse itself and
directors and officers of the Registrant and of its direct and indirect
subsidiaries against any expense, liability or loss, whether or not the
Registrant would have the power to indemnify such persons against such expense,
liability or loss under the provisions of Article VI of the by-laws. The
Registrant has applied for such insurance, and expects to have such insurance in
effect on the date this Registration Statement is declared effective by the
Securities and Exchange Commission.
 
     Article 11 of the Registrant's certificate of incorporation eliminates the
personal liability of the Registrant's directors to the Registrant or its
stockholders for monetary damages for breach of their fiduciary duties as a
director to the fullest extent provided by Delaware law. Section 102(b)(7) of
the DGCL provides for the elimination off such personal liability, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived any improper personal benefit.

     Reference is made to Section of the Underwriting Agreement between the
Registrant, Rickel & Associates, Inc. and Aegis Capital Corp. (the
"Underwriters"), filed as Exhibit 1.1 to this Registration Statement, which
provides for indemnification by the Underwriters of the Registrant and the
directors and officers of the Registrant under certain limited circumstances.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing
 
                                      II-1
   83
 
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
 
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the expenses (other than underwriting
discounts and commissions) which will be paid by the Registrant in connection
with the issuance and distribution of the securities being registered hereby.
With the exception of the SEC registration fee and the NASD filing fee, all
amounts indicated are estimates.

                                                                     
          SEC Registration fee........................................  $ 8,674.91
          NASD filing fee.............................................    3,015.72
          NASDAQ filing fee...........................................   10,000.00
          Representative's expense allowance..........................  251,625.00
          Representatives's consulting fee............................   35,000.00
          Directors' and Officers' liability insurance................  180,000.00
          Printing expenses (other than stock certificates)...........   80,000.00
          Printing and engraving of stock and warrant certificates....    3,000.00
          Legal fees and expenses (other than blue sky)...............  100,000.00
          Accounting fees and expenses................................   70,000.00
          Blue sky fees and expenses (including legal and filing
            fees).....................................................   50,000.00
          Transfer Agent and Warrant Agent fees and expenses..........    3,500.00
          Miscellaneous...............................................    5,184.37
                                                                          --------
                    Total.............................................  $800,000.00
                                                                          ========

 
ITEM 26.  RECENT SALE OF UNREGISTERED SECURITIES
 
     During the past three years, the Registrant has sold securities to a
limited number of persons, as described below. Except as indicated, there were
no underwriters involved in the transactions and there were no underwriting
discounts or commissions paid in connection therewith. The purchasers of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the
certificates for the securities issued in such transactions. All purchasers of
securities in each such transaction had adequate access to information about the
Registrant.

      1.  On December 20, 1995, as part of a recapitalization, the Registrant
          issued 30,482 shares of Common Stock to each of Sutter Health and the
          John N. Kapoor Trust (the "Kapoor Trust") upon conversion of the
          Series B Preferred Stock. The issuance of these shares was exempt from
          registration under Section 3(a)(9) of the Securities Act.

   
      2.  On December 20, 1995, as part of a recapitalization, the Registrant
          issued 8,955 shares of Common Stock to each of Sutter Health and the
          Kapoor Trust in consideration for the cancellation of all accumulated
          dividends on the Series B Preferred Stock. The issuance of these
          shares was exempt from registration under Section 4(2) of the
          Securities Act.

   
      3.  On December 20, 1995, as part of a recapitalization, the Registrant
          issued 89,604 shares of Common Stock to Sutter Health and 12,801
          shares of Common Stock to Keystone Financial Corporation ("Keystone")
          upon conversion of the Series C Preferred Stock. The issuance of these
          shares was exempt from registration under Section 3(a)(9) of the
          Securities Act.

   
      4.  On December 20, 1995, as part of a recapitalization, the Registrant
          issued 19,512 shares of Common Stock to Sutter Health and 3,169 shares
          of Common Stock to Keystone in consideration for the cancellation of
          all accumulated dividends on the Series C Preferred Stock. The
          issuance of these shares was exempt from registration under Section
          4(2) of the Securities Act.

                                      II-2
   84

      5.  On December 21, 1995, as part of a recapitalization, the Registrant
          issued a warrant to purchase 126,895 shares of Common Stock, at an
          exercise price of $0.02 per share, to International Business Machines
          Corporation ("IBM") in exchange for the cancellation of the Company's
          promissory note in the principal amount of $3,000,000 and accrued
          interest thereon. The issuance of this warrant was exempt from
          registration under Section 4(2) of the Securities Act.

   
      6.  On December 21, 1995, as part of a recapitalization, the Registrant
          issued 693,195 shares of Series D Preferred Stock to EJ Financial
          Investments V, L.P. ("EJ Financial") for an aggregate purchase price
          of $666,667 ($0.96 per share). In addition, EJ Financial received an
          option to purchase an additional 346,597 shares of Series D Preferred
          Stock on the same terms and conditions as it purchased the Series D
          Preferred Stock, which option was exercised on February 19, 1996. The
          issuance of these securities was exempt from registration under
          Section 4(2) of the Securities Act.

   
      7.  On December 21, 1995, as part of a recapitalization, the Registrant
          issued a warrant to purchase 1,386,390 shares of Series D Preferred
          Stock (the "Series D Warrants") to IBM, at an exercise price of $0.01
          per share, for an aggregate purchase price of $1,333,333 ($0.96 per
          warrant). In addition, IBM received an option to purchase Series D
          Warrants to purchase an additional 693,194 shares of Series D
          Preferred Stock on the same terms and conditions as it purchased the
          Series D Warrants, which option was exercised on February 19, 1996.
          The issuance of these securities was exempt from registration under
          Section 4(2) of the Securities Act.

   
      8.  On December 21, 1995, as part of a recapitalization, the Registrant
          issued warrants to purchase 390,888 shares, 11,899 shares and 43,300
          shares of Common Stock to Sutter Health, Sutter Health Venture
          Partners L.P. and Keystone, respectively, at an exercise price of
          $0.74 per share, in consideration for their consent to the terms of
          the recapitalization. The issuance of these warrants was exempt from
          registration under Section 4(2) of the Securities Act.

   
      9.  On December 21, 1995, as part of a recapitalization, the Registrant
          issued warrants to purchase 121,686 shares, 3,705 shares and 13,481
          shares of Common Stock to Sutter Health, Sutter Health Venture
          Partners L.P. and Keystone, respectively, at an exercise price of
          $0.74 per share, in connection with the exercise of certain options by
          EJ Financial and IBM. The issuance of these warrants was exempt from
          registration under Section 4(2) of the Securities Act.

   
     10.  From July 24, 1993 through December 31, 1994, the Registrant granted
          options to purchase an aggregate of 11,415 shares of Common Stock to
          employees of the Registrant pursuant to the Registrant's employee
          stock option plans, at an exercise price of $7.84 per share. The grant
          of these options was exempt from registration under Rule 701 of the
          Securities Act.

   
     11.  From January 1, 1995 through December 31, 1995, the Registrant granted
          options to purchase an aggregate of 32,713 shares of Common Stock to
          employees of the Registrant pursuant to the Registrant's employee
          stock option plans, at an exercise price of $4.88 per share. The grant
          of these options was exempt from registration under Rule 701 of the
          Securities Act.

   
     12.  From January 1, 1996 through September 16, 1996, the Registrant
          granted options to purchase an aggregate of 941,545 shares of Common
          Stock to employees of the Registrant pursuant to the Registrant's
          employee stock option plans. Of these options, options to purchase
          899,637 shares were granted at an exercise price of $0.07 per share,
          options to purchase 21,631 shares were granted at an exercise price of
          $2.07 per share, and options to purchase 20,277 were granted at an
          exercise price of $5.92 per share. The grant of these options was
          exempt from registration under Rule 701 of the Securities Act.

   
     13.  From January 1, 1993 through December 31, 1994, the Registrant issued
        and sold an aggregate of 399 shares of Common Stock to two employees of
        the Registrant upon exercise of stock options granted pursuant to the
        Registrant's employee stock option plans. Of such shares, 241 were
        issued at an exercise price of $3.33 per share and 158 were issued at an
        exercise price of $7.84 per share. The issuance and sale of these shares
        was exempt from registration under Rule 701 of the Securities Act.

                                      II-3
   85

     14.  From January 1, 1995 through December 31, 1995, the Registrant issued
          and sold an aggregate of 781 shares of Common Stock to three employees
          of the Registrant upon exercise of stock options granted pursuant to
          the Registrant's employee stock option plans, at an exercise price of
          $3.33 per share. The issuance and sale of these shares was exempt from
          registration pursuant to Rule 701 promulgated under the Securities
          Act.

   
     15.  From January 1, 1996 through July 30, 1996, the Registrant issued and
          sold an aggregate of 72 shares of Common Stock to two employees of the
          Registrant upon exercise of stock option granted pursuant to the
          Registrant's employee stock option plans. Of such shares, 17 shares
          were issued at an exercise price of $0.07 per share and 55 shares were
          issued at an exercise price of $0.31 per share. The issuance and sale
          of these shares was exempt from registration pursuant to Rule 701
          promulgated under the Securities Act.

   
     16.  On June 17, 1994, the Registrant issued 390 shares of Common Stock to
          a former employee of the Registrant and 152 shares of Common Stock to
          his attorney, in connection with the termination of the employee's
          employment. These shares were valued at $7.84 per share. The issuance
          of the shares was exempt from registration pursuant to Rule 504
          promulgated under the Securities Act.

   
     17.  On November 23, 1994, the Registrant issued 676 shares of Common Stock
          to a supplier of the Registrant in payment of accrued interest on note
          payable. The issuance of the shares was exempt from registration under
          Section 4(2) of the Securities Act.

   
     18.  On August 25, 1996, the Company issued 449,374 and 13,680 shares of
          Common Stock to Sutter Health and Sutter Health Venture Partners,
          respectively, at an exercise price of $0.74 per share. The issuance of
          these securities was exempt from Registration under Section 4(2) of
          the Securities Act.

ITEM 27.  EXHIBITS

               
    *  1.1     -- Form of Underwriting Agreement, as revised.
       3.1     -- Form of Certificate of Incorporation of the Company, as amended.
       3.2     -- By-laws of the Company.
    *  4.1     -- Form of Underwriters' Warrants, as revised.
    *  4.2     -- Form of Public Warrant Agreement, as revised.
    *  4.3     -- Specimen Common Stock Certificate.
       4.4     -- Specimen Warrant Certificate (included as Exhibit A to Exhibit 4.2 herein).
       4.5     -- Form of Series D Preferred Stock Certificate.
       4.6     -- Form of Consulting Agreement between the Company and Rickel & Associates,
                  Inc.
       4.7     -- Common Stock Purchase Warrant issued by the Company to International
                  Business Machines Corporation ("IBM"), dated February 6, 1991, as amended
                  (included as Exhibit J to Exhibit 10.5 herein).
    *  4.8     -- Stockholders' Agreement between the Founders of the Company and IBM, dated
                  February 6, 1991, as amended.
       4.9     -- Common Stock Purchase Warrant issued by the Company to IBM, dated December
                  21, 1995 (included as Exhibit I to Exhibit 10.5 herein).
       4.10    -- Series D Preferred Stock Purchase Warrant issued by the Company to IBM,
                  dated December 21, 1995 (included as Exhibit H to Exhibit 10.5 herein).
       4.11    -- Warrant issued by the Company to Sutter Health, Sutter Health Venture
                  Partners ("Sutter Health VP") and Keystone Financial Corporation
                  ("Keystone"), dated December 21, 1995 (included as Exhibits K, L and M,
                  respectively, to Exhibit 10.5 herein).

 
                                      II-4
   86

               
      4.12     -- Registration Rights Agreement among the Company, IBM, John N. Kapoor Trust
                  ("Kapoor"), EJ Financial Investments V, L.P. ("EJ Financial"), Keystone,
                  Sutter Health and Sutter Health VP, dated as of December 21, 1995 (included
                  as Exhibit G to Exhibit 10.5 herein).
      4.13     -- 1995 Stock Option Plan, as amended.
      4.14     -- Series D Preferred Stock Purchase Warrant issued by the Company to IBM,
                  dated February 29, 1996.
    * 4.15     -- Form of Lock-up Agreement.
    * 5.1      -- Opinion of Snow Becker Krauss P.C.
    *10.1      -- Loan and Warrant Purchase Agreement between the Company and IBM, dated as
                  of February 6, 1991.
     10.2      -- License Agreement between the Company and IBM, dated February 6, 1991.
    *10.3      -- Series B Preferred Stock Purchase Agreement among the Company, Sutter
                  Health and The John N. Kapoor Trust, dated as of April 10, 1992.
    *10.4      -- Series C Preferred Stock Purchase Agreement among the Company, Sutter
                  Health and Keystone, dated as of November 13, 1992, as amended December 13,
                  1995.
     10.5      -- Series D Preferred Stock and Warrant Purchase Agreement among the Company,
                  IBM and EJ Financial, dated December 21, 1995.
     10.6      -- Investors Agreement among the Company, IBM, Wendy Shelton-Paul Trust,
                  William Bargar, Brent Mittelstadt, Peter Kazanzides, Kapoor, Sutter Health,
                  Sutter Health VP and EJ Financial, dated as of December 21, 1995 (included
                  as Exhibit F to Exhibit 10.5 herein).
     10.7      -- Employment Agreement between the Company and Ramesh Trivedi, dated December
                  8, 1995.
    *10.8      -- License Agreement between the Company and IBM, dated February 4, 1991.
    *10.9      -- Agreement for the Purchase and Use of Sankyo Industrial Products between
                  the Company and Sankyo Seiki (American) Inc. dated November 1, 1992.
     11.1      -- Statement of Computation of earnings per share.
     21.1      -- Subsidiaries of the Company.
    *23.1      -- Consent of Snow Becker Krauss P.C. (to be included in Exhibit 5.1 to this
                  Registration Statement).
    *23.2      -- Consent of Ernst & Young LLP, independent auditors, is included in Part II
                  of this Registration Statement.
     24.1      -- Power of Attorney (included on the signature page of this Registration
                  Statement).
    *27.1      -- Financial Data Schedule.

 
- ---------------
   
* Filed with Amendment No. 1.

ITEM 28. UNDERTAKINGS
 
(A) RULE 415 OFFERING
 
     The undersigned small business issuer hereby undertakes that it will:
 
          (1) File, during any period in which it offers or sells securities, a
              post-effective amendment to this registration statement to:
 
             (i) Include any prospectus required by section 10(a)(3) of the
                 Securities Act.
 
             (ii) Reflect in the prospectus any facts or events which,
                  individually or together, represent a fundamental change in
                  the information set forth in the registrant 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
 
                                      II-5
   87
 
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.
 
             (iii) Include any additional or changed material information on the
                   plan of distribution.
 
          (2) For determining any liability under the Securities Act, treat each
              post-effective amendment as a new registration statement relating
              to the securities offered, and the offering of such securities at
              that time to be the initial bona fide offering thereof.
 
          (3) File a post-effective amendment to remove from registration any of
              the securities that remain unsold at the end of the offering.
 
(D) EQUITY OFFERINGS BY NON-REPORTING SMALL BUSINESS ISSUERS
 
           The undersigned small business issuer hereby undertakes that it will
           provide the Underwriters at the closing specified in the Underwriting
           Agreement certificates in such denominations and registered in such
           names as required by the Underwriters to permit prompt delivery to
           each purchaser.
 
(E) REQUEST FOR ACCELERATION OF EFFECTIVE DATE
 
           Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 (the "Securities Act") may be permitted to
           directors, officers and controlling persons of the small business
           issuer pursuant to the foregoing provisions, or otherwise, the small
           business issuer has been advised that in the opinion of the
           Securities and Exchange Commission 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 small business issuer
           of the expenses incurred or paid by a director, officer, or
           controlling person of the small business issuer 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 small business issuer 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.
 
(F) RULE 430A OFFERING
 
     (1) For determining any liability under the Securities Act, treat the
         information omitted from the form of prospectus filed as part of this
         registration statement in reliance upon Rule 430A and contained in a
         form of prospectus filed by the small business issuer under Rule
         424(b)(1) or (4) or 497(h) under the Securities Act as part of this
         registration statement as of the time the Commission declared it
         effective.
 
     (2) For determining any liability under the Securities Act, treat each
         post-effect amendment that contains a form of prospectus as a new
         registration statement for the securities offered in the registration
         statement, and that offering of the securities at that time as the
         initial bona fide offering of those securities.
 
                                      II-6
   88
 
                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENT FOR FILING ON FORM SB-2 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SACRAMENTO IN THE STATE OF CALIFORNIA ON
SEPTEMBER 20, 1996.

        INTEGRATED SURGICAL SYSTEMS, INC.

                                                  
          By:  /s/  RAMESH C. TRIVEDI                By:  /s/  MICHAEL J. TOMCZAK
               Ramesh C. Trivedi                          Michael J. Tomczak
               Chief Executive Officer and                Chief Financial Officer
  President                                               (Principal Financial and
               (Principal Executive Officer)              Accounting Officer)

 
   
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1993, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON
SEPTEMBER   , 1996, IN THE CAPACITIES INDICATED.

   

                  SIGNATURE                                          TITLE
- ---------------------------------------------     --------------------------------------------
                                               
                     /s/                          Chief Executive Officer, President, and
              RAMESH C. TRIVEDI                   Director (Principal Executive Officer)
- ---------------------------------------------
              Ramesh C. Trivedi
                     /s/                          Vice President and Chief Financial Officer
             MICHAEL J. TOMCZAK                   (Principal Financial and Accounting
- ---------------------------------------------     Officer)
             Michael J. Tomczak
                      *                           Chairman of the Board of Directors
- ---------------------------------------------
              James C. McGroddy
                      *                           Director
- ---------------------------------------------
             Wendy Shelton-Paul
                      *                           Director
- ---------------------------------------------
               John N. Kapoor
                      *                           Director
- ---------------------------------------------
              Paul A.H. Pankow
          */s/           RAMESH C.
                    TRIVEDI
- ---------------------------------------------
            By: Ramesh C. Trivedi
             (Attorney-in-fact)

 
                                      II-7
   89
 
                                 EXHIBIT INDEX

                                                                                     SEQUENTIALLY
  EXHIBIT                                                                              NUMBERED
   NUMBER                                  DESCRIPTION                                  PAGED
- ------------ ----------------------------------------------------------------------- ------------
                                                                               
*  1.1   --  Form of Underwriting Agreement, as revised.............................
   3.1   --  Form of Certificate of Incorporation of the Company, as amended........
   3.2   --  By-laws of the Company.................................................
*  4.1   --  Form of Underwriters' Warrants, as revised.............................
*  4.2   --  Form of Public Warrant Agreement, as revised...........................
*  4.3   --  Specimen Common Stock Certificate......................................
   4.4   --  Specimen Warrant Certificate (included as Exhibit A to Exhibit 4.2
             herein)................................................................
   4.5   --  Form of Series D Preferred Stock Certificate...........................
   4.6   --  Form of Consulting Agreement between the Company and Rickel &
             Associates, Inc........................................................
   4.7   --  Common Stock Purchase Warrant issued by the Company to International
             Business Machines Corporation ("IBM"), dated February 6, 1991, as
             amended (included as Exhibit J to Exhibit 10.5 herein).................
*  4.8   --  Stockholders' Agreement between the Founders of the Company and IBM,
             dated February 6, 1991, as amended.....................................
   4.9   --  Common Stock Purchase Warrant issued by the Company to IBM, dated
             December 21, 1995 (included as Exhibit I to Exhibit 10.5 herein).......
   4.10  --  Series D Preferred Stock Purchase Warrant issued by the Company to IBM,
             dated December 21, 1995 (included as Exhibit H to Exhibit 10.5
             herein)................................................................
   4.11  --  Warrant issued by the Company to Sutter Health, Sutter Health Venture
             Partners ("Sutter Health VP") and Keystone Financial Corporation
             ("Keystone"), dated December 21, 1995 (included as Exhibits K, L and M,
             respectively, to Exhibit 10.5 herein)..................................
  4.12    -- Registration Rights Agreement among the Company, IBM, John N. Kapoor
             Trust ("Kapoor"), EJ Financial Investments V, L.P. ("EJ Financial"),
             Keystone, Sutter Health and Sutter Health VP, dated as of December 21,
             1995 (included as Exhibit G to Exhibit 10.5 herein)....................
  4.13    -- 1995 Stock Option Plan, as amended.....................................
  4.14    -- Series D Preferred Stock Purchase Warrant issued by the Company to IBM,
             dated February 29, 1996.
* 4.15    -- Form of Lock-up Agreement.
* 5.1     -- Opinion of Snow Becker Krauss P.C......................................
*10.1     -- Loan and Warrant Purchase Agreement between the Company and IBM, dated
             as of February 6, 1991.................................................
 10.2     -- License Agreement between the Company and IBM, dated February 6,
             1991...................................................................
*10.3     -- Series B Preferred Stock Purchase Agreement among the Company, Sutter
             Health and The John N. Kapoor Trust, dated as of April 10, 1992........
*10.4     -- Series C Preferred Stock Purchase Agreement among the Company, Sutter
             Health and Keystone, dated as of November 13, 1992, as amended December
             13, 1995...............................................................
 10.5     -- Series D Preferred Stock and Warrant Purchase Agreement among the
             Company, IBM and EJ Financial, dated December 21, 1995.................
 10.6     -- Investors Agreement among the Company, IBM, Wendy Shelton-Paul Trust,
             William Bargar, Brent Mittelstadt, Peter Kazanzides, Kapoor, Sutter
             Health, Sutter Health VP and EJ Financial, dated as of December 21,
             1995 (included as Exhibit F to Exhibit 10.5 herein)....................

   90

                                                                                     SEQUENTIALLY
  EXHIBIT                                                                              NUMBERED
   NUMBER                                  DESCRIPTION                                  PAGED
- ------------ ----------------------------------------------------------------------- ------------
                                                                               
 10.7     -- Employment Agreement between the Company and Ramesh Trivedi, dated
             December 8, 1995.......................................................
*10.8     -- License Agreement between the Company and IBM, dated February 4,
             1991...................................................................
*10.9     -- Agreement for the Purchase and Use of Sankyo Industrial Products
             between the Company and Sankyo Seiki (American) Inc. dated November 1,
             1992...................................................................
 11.1     -- Statement of Computation of earnings per share.........................
 21.1     -- Subsidiaries of the Company............................................
*23.1     -- Consent of Snow Becker Krauss P.C. (to be included in Exhibit 5.1 to
             this Registration Statement)...........................................
*23.2     -- Consent of Ernst & Young LLP, independent auditors, is included in Part
             II of this Registration Statement......................................
 24.1     -- Power of Attorney (included on the signature page of this Registration
             Statement).............................................................
*27.1     -- Financial Data Schedule................................................

- ---------------
* Filed with Amendment No. 1.
   1
                                                                     Exhibit 1.1

                        INTEGRATED SURGICAL SYSTEMS, INC.

                        1,500,000 Shares of Common Stock
                                       and
               1,500,000 Redeemable Common Stock Purchase Warrants

                             UNDERWRITING AGREEMENT

                                _______ __, 1996

Rickel & Associates, Inc.
  as Representative and Co-Manager
875 Third Avenue
New York, New York 10022

Aegis Capital Corp.
  as Underwriter and Co-Manager
70 East Sunrise Highway
Valley Stream, New York 11581

Gentlemen:
   
                  Integrated Surgical Systems, Inc., a Delaware corporation (the
"Company"), hereby confirms its agreement with Rickel & Associates, Inc.
("Rickel") and Aegis Capital Corp. ("Aegis" and, collectively with Rickel, the
"Underwriters") as set forth below.

                  The Company proposes to issue and sell to the Underwriters,
for whom Rickel is acting as representative (the "Representative"), an aggregate
of (i) 1,500,000 shares (the "Firm Shares") of the Company's common stock, par
value $.01 per share (the "Common Stock") and (ii) 1,500,000 redeemable warrants
to purchase Common Stock (the "Firm Warrants"), in the amounts set forth on
Schedule I attached hereto. The Company also proposes to grant to the
Representative an option to purchase (i) up to an additional 225,000 shares of
Common Stock and (ii) up to an additional 225,000 redeemable warrants to
purchase Common Stock, as provided in section 2(c) of this agreement. Any and
all shares of Common Stock to be purchased pursuant to such option are referred
to herein as the "Option Shares," and the Firm Shares and any Option Shares are
collectively referred to herein as the "Shares." Any and all redeemable warrants
to purchase Common Stock to be purchased
    
   2
pursuant to such option are referred to herein as the "Option Warrants," and the
Firm Warrants and any Option Warrants are collectively referred to herein as the
"Warrants." Any shares of Common Stock issuable upon the exercise of any
Warrants are referred to herein as "Warrant Shares." The Firm Shares and the
Firm Warrants are collectively referred to herein as the "Firm Securities"; the
Option Shares and the Option Warrants are collectively referred to herein as the
"Option Securities;" and the Firm Securities, the Option Securities and the
Warrant Shares are collectively referred to herein as the "Securities."

                  Pursuant to an agreement to be entered into among the Company,
the Underwriters and [name of warrant and transfer agent] (the "Warrant
Agreement"), each Warrant will be exercisable during the period commencing on
the first anniversary of the effective date of the Registration Statement (as
hereinafter defined) (the "Effective Date") and expiring on the fifth
anniversary thereof, subject to prior redemption by the Company (as described
below), at an initial exercise price (subject to adjustment as set forth in the
Warrant Agreement) equal to $7.00 per share. The Warrants will be redeemable at
a price of $.10 per Warrant, commencing on the first anniversary of the
Effective Date and prior to their expiration, upon not less than 30 days prior
written notice to the holders of the Warrants, provided the average closing bid
quotations of Common Stock as reported on The Nasdaq Stock Market if traded
thereon, or if not traded thereon, the average closing sale price if listed on a
national or regional securities exchange (or other reporting system that
provides last sales prices), shall have been at least 150% of the then current
Warrant exercise price (initially $10.50 per share, subject to adjustment), for
a period of 20 consecutive trading days ending on the third day prior to the
date on which the Company gives notice of redemption, subject to the right of
the holder to exercise such Warrants prior to redemption.

   
                  1. Representations and Warranties of the Company. The Company
 represents and warrants to, and agrees with, the Underwriters that:

                  (a) A registration statement on Form SB-2 (File No. 333- 9207)
with respect to the Securities and the Underwriters' Warrant Securities (as
hereinafter defined), including a prospectus subject to completion, has been
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Act"), and one or more
amendments to that registration statement may have been so filed. Copies of such
registration statement and of each amendment heretofore filed by the Company
with the Commission have been delivered to each of the Underwriters. After the
execution of this agreement, the Company will file with the Commission either
(i) if the registration statement, as it may have been amended, has been
declared by the Commission to be effective under the Act, a prospectus in the
form most recently included in that registration statement (or, if an amendment
thereto shall have been filed, in such amendment), with such changes or
insertions as are required by Rule 430A under the Act or permitted by Rule
424(b) under the Act and as have been provided

                                       -2-
   3
   
to and approved by the Underwriters prior to the execution of this agreement, or
(ii) if that registration statement, as it may have been amended, has not been
declared by the Commission to be effective under the Act, an amendment to that
registration statement, including a form of prospectus, a copy of which
amendment has been furnished to and approved by the Underwriters prior to the
execution of this agreement. As used in this agreement, the term "Registration
Statement" means that registration statement, as amended at the time it was or
is declared effective, and any amendment thereto that was or is thereafter
declared effective, including all financial schedules and exhibits thereto and
any information omitted therefrom pursuant to Rule 430A under the Act and
included in the Prospectus (as hereinafter defined); the term "Preliminary
Prospectus" means each prospectus subject to completion filed with that
registration statement or any amendment thereto (including the prospectus
subject to completion, if any, included in the Registration Statement at the
time it was or is declared effective); and the term "Prospectus" means the
prospectus first filed with the Commission pursuant to Rule 424(b) under the Act
or, if no prospectus is so filed pursuant to Rule 424(b), the prospectus
included in the Registration Statement. The Company has caused to be delivered
to each of the Underwriters copies of each Preliminary Prospectus and has
consented to the use of those copies for the purposes permitted by the Act.

                  (b) The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus. When each Preliminary
Prospectus and each amendment and each supplement thereto was filed with the
Commission it (i) contained all statements required to be stated therein, in
accordance with, and complied with the requirements of, the Act and the rules
and regulations of the Commission thereunder and (ii) did not include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. When the Registration Statement was or is
declared effective, it (i) contained or will contain all statements required to
be stated therein in accordance with, and complied or will comply with the
requirements of, the Act and the rules and regulations of the Commission
thereunder and (ii) did not or will not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading. When the Prospectus and each amendment or
supplement thereto is filed with the Commission pursuant to Rule 424(b) (or, if
the Prospectus or such amendment or supplement is not required so to be filed,
when the Registration Statement containing such Prospectus or amendment or
supplement thereto was or is declared effective) and on the Firm Closing Date
and any Option Closing Date (as each such term is hereinafter defined), the
Prospectus, as amended or supplemented at any such time, (i) contained or will
contain all statements required to be stated therein in accordance with, and
complied or will comply with the requirements of, the Act and the rules and
regulations of the Commission thereunder and (ii) did not or will not include
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The foregoing
provisions of this paragraph (b) do not apply to statements

                                       -3-
   4
   
or omissions made in any Preliminary Prospectus, the Registration Statement or
the Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by the Underwriters
specifically for use therein.

                  (c) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the state of
Delaware and is duly qualified or authorized to transact business as a foreign
corporation and is in good standing in each jurisdiction where the ownership or
leasing of its property or the conduct of its business requires such
qualification or authorization.

                  (d) The Company has full corporate power and authority to own
or lease its property and conduct its business as now being conducted and as
proposed to be conducted as described in the Registration Statement and the
Prospectus (and, if the Prospectus is not in existence, the most recent
Preliminary Prospectus).

                  (e) The Company does not own, directly or indirectly, any
capital stock of any corporation, any interest in any partnership or limited
liability company or any other equity interest or participation in any other
person.

                  (f) The Company has an authorized, issued and outstanding
capitalization as set forth in the Prospectus (and, if the Prospectus is not in
existence, the most recent Preliminary Prospectus). All of the issued shares of
capital stock of the Company have been duly authorized and validly issued and
are fully paid, nonassessable and free of preemptive rights. There are no
outstanding options, warrants or other rights granted by the Company to purchase
shares of its Common Stock or other securities, other than as described in the
Prospectus (and, if the Prospectus is not in existence, the most recent
Preliminary Prospectus). The Shares and the Warrant Shares have been duly
authorized, and the Warrant Shares have been duly reserved for issuance, by all
necessary corporate action on the part of the Company and, when the Shares are
issued and delivered to and paid for by the Underwriters pursuant to this
agreement and the Warrant Shares are issued and delivered to and paid for by the
holders of Warrants upon exercise of the Warrants in accordance with the terms
thereof, the Shares and the Warrant Shares will be validly issued, fully paid,
nonassessable and free of preemptive rights and will conform to the description
thereof in the Prospectus (and, if the Prospectus is not in existence, the most
recent Preliminary Prospectus). No holder of outstanding securities of the
Company is entitled as such to any preemptive or other right to subscribe for
any of the Securities, and no person is entitled to have securities registered
by the Company under the Registration Statement or otherwise under the Act other
than as described in the Prospectus (and, if the Prospectus is not in existence,
the most recent Preliminary Prospectus).

                                       -4-
   5
                  (g) The capital stock of the Company conforms to the
description thereof contained in the Prospectus (and, if the Prospectus is not
in existence, the most recent Preliminary Prospectus).

                  (h) Since the inception of the Company on October 1, 1990 all
issuances of securities of the Company were effected pursuant to valid private
offerings exempt from registration pursuant to section 4(2) of the Act. Since
the inception of the Company, no compensation was paid to or on behalf of any
member of the National Association of Securities Dealers, Inc. ("NASD"), or any
affiliate or employee thereof, in connection with any such private offering,
except as previously disclosed in writing to the Underwriters.

                  (i) The financial statements of the Company included in the
Registration Statement and the Prospectus (and, if the Prospectus is not in
existence, the most recent Preliminary Prospectus) fairly present the financial
position of the Company as of the dates indicated and the results of operations
of the Company for the periods specified. Such financial statements have been
prepared in accordance with generally accepted accounting principles,
consistently applied. The financial data set forth under the caption "Summary
Financial Information" in the Prospectus (and, if the Prospectus is not in
existence, the most recent Preliminary Prospectus) fairly present, on the basis
stated in the Prospectus (or such Preliminary Prospectus), the information
included therein.

                  (j) Ernst & Young, LLP who have audited certain financial
statements of the Company and delivered their report with respect to the
financial statements included in the Registration Statement and the Prospectus
(and, if the Prospectus is not in existence, the most recent Preliminary
Prospectus), are independent auditors with respect to the Company as required by
the Act and the applicable rules and regulations thereunder.

                  (k) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus (and, if the Prospectus
is not in existence, the most recent Preliminary Prospectus), (i) except as
otherwise contemplated therein, there has been no material adverse change in the
business, operations, condition (financial or otherwise), earnings or prospects
of the Company, whether or not arising in the ordinary course of business, (ii)
except as otherwise stated therein, there have been no transactions entered into
by the Company and no commitments made by the Company that, individually or in
the aggregate, are material with respect to the Company, (iii) there has not
been any change in the capital stock or indebtedness of the Company, and (iv)
there has been no dividend or distribution of any kind declared, paid or made by
the Company in respect of any class of its capital stock.

                  (l) The Company has full corporate power and authority to
enter into and perform its obligations under this agreement and the
Underwriters'

                                       -5-
   6
   
Warrant Agreement (as hereinafter defined). The execution and delivery of this
agreement and the Underwriters' Warrant Agreement have been duly authorized by
all necessary corporate action on the part of the Company and this agreement and
the Underwriters' Warrant Agreement have each been duly executed and delivered
by the Company and each is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and other similar laws affecting creditors'
rights generally and by general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law), and except as
rights to indemnity and contribution under this agreement may be limited by
applicable law. The issuance, offering and sale by the Company to the
Underwriters of the Securities pursuant to this agreement or the Underwriters'
Securities pursuant to the Underwriters' Warrant Agreement, the compliance by
the Company with the provisions of this agreement and the Underwriters' Warrant
Agreement, and the consummation of the other transactions contemplated in this
agreement and the Underwriters' Warrant Agreement do not (i) require the
consent, approval, authorization, registration or qualification of or with any
court or governmental or regulatory authority, except such as have been
obtained, such as may be required under state securities or blue sky laws and,
if the registration statement filed with respect to the Securities (as amended)
is not effective under the Act as of the time of execution hereof, such as may
be required (and shall be obtained as provided in this agreement) under the Act,
or (ii) conflict with or result in a breach or violation of, or constitute a
default under, any contract, indenture, mortgage, deed of trust, loan agreement,
note, lease or other agreement or instrument to which the Company or any
Subsidiary is a party or by which the Company or any Subsidiary or any of its
property is bound or subject, or the certificate of incorporation or by-laws of
the Company or any Subsidiary, or any statute or any rule, regulation, judgment,
decree, or order of any court or other governmental or regulatory authority or
any arbitrator applicable to the Company or any Subsidiary.

                  (m) No legal or governmental proceedings are pending to which
the Company or any Subsidiary is a party or to which the property of the Company
is subject and no such proceedings have been threatened against the Company or
with respect to any of its property, except such as are described in the
Prospectus (and, if the Prospectus is not in existence, the most recent
Preliminary Prospectus). No contract or other document is required to be
described in the Registration Statement or the Prospectus or to be filed as an
exhibit to the Registration Statement that is not described therein (and, if the
Prospectus is not in existence, in the most recent Preliminary Prospectus) or
filed as required.

                  (n) The Company is not in (i) violation of its certificate of
incorporation or by-laws, (ii) violation in any material respect of any law,
statute, regulation, ordinance, rule, order, judgment or decree of any court or
any governmental or regulatory authority applicable to the Company, or (iii)
default in any material respect in the

                                       -6-
   7
performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan agreement,
note, lease or other agreement or instrument to which the Company is a party or
by which it or any of its property may be bound or subject.

                  (o) The Company currently owns or possesses adequate rights to
use all intellectual property, including all U.S. and foreign patents,
trademarks, service marks, trade names, copyrights, inventions, know-how, trade
secrets, proprietary technologies, processes and substances, or applications or
licenses therefor, that are described in the Prospectus (and if the Prospectus
is not in existence, the most recent Preliminary Prospectus), and any other
rights or interests in items of intellectual property as are necessary for the
conduct of the business now conducted or proposed to be conducted by it as
described in the Prospectus (or, such Preliminary Prospectus); and, except as
disclosed in the Prospectus (and such Preliminary Prospectus), the Company is
not aware of the granting of any patent rights to, or the filing of applications
therefor by, others, nor is the Company aware of, nor has the Company received
notice of, infringement of or conflict with asserted rights of others with
respect to any of the foregoing. All such intellectual property rights and
interests are (i) valid and enforceable and (ii) to the best knowledge of the
Company, not being infringed by any third parties.

                  (p) The Company possesses adequate licenses, orders,
authorizations, approvals, certificates or permits issued by the appropriate
federal, state or foreign regulatory agencies or bodies necessary to conduct its
business as described in the Registration Statement and the Prospectus (and, if
the Prospectus is not in existence, the most recent Preliminary Prospectus),
and, except as disclosed in the Prospectus (and, if the Prospectus is not in
existence, the most recent Preliminary Prospectus), there are no pending or, to
the best knowledge of the Company, threatened, proceedings relating to the
revocation or modification of any such license, order, authorization, approval,
certificate or permit.

                  (q) The Company has good and marketable title to all of the
properties and assets reflected in the Company's financial statements or as
described in the Registration Statement and the Prospectus (and, if the
Prospectus is not in existence, the most recent Preliminary Prospectus), subject
to no lien, mortgage, pledge, charge or encumbrance of any kind, except those
reflected in such financial statements or as described in the Registration
Statement and the Prospectus (and such Preliminary Prospectus). The Company
occupies its leased properties under valid and enforceable leases conforming to
the description thereof set forth in the Registration Statement and the
Prospectus (and such Preliminary Prospectus).

                  (r) The Company is not subject to registration as an
"investment company" under the Investment Company Act of 1940.

                                       -7-
   8
   
                  (s) The Company has obtained and delivered to the
Representative the agreements (the "Lock-up Agreements") with respect to all
outstanding shares of Common Stock or preferred stock to the effect that, among
other things, each such person (i) will not, commencing on the Effective Date
and continuing for periods of 18 months (as applicable) thereafter, directly or
indirectly, sell, offer or contract to sell or grant any option to purchase,
transfer, assign or pledge, or otherwise encumber, or dispose of any shares of
Common Stock or preferred stock or any securities convertible into or
exercisable for Common Stock or preferred stock now or hereafter owned by such
person without the prior written consent of the Representative, and (ii) will
comply with any additional restriction or condition on the disposition of such
Common Stock or preferred stock which may be required to qualify the offering of
the Securities in any state in accordance with the blue sky or securities laws
of such state.

                  (t) No labor dispute with the employees of the Company exists,
is threatened or, to the best of the Company's knowledge, is imminent that could
result in a material adverse change in the condition (financial or otherwise),
business, prospects, net worth or results of operations of the Company, except
as described in or contemplated by the Prospectus (and, if the Prospectus is not
in existence, the most recent Preliminary Prospectus).

                  (u) The Company is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which it is engaged; the Company has not been
refused any insurance coverage sought or applied for; and the Company has no
reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that
would not materially and adversely affect the condition (financial or
otherwise), business, prospects, net worth or results of operations of the
Company, except as described in or contemplated by the Prospectus (and, if the
Prospectus is not in existence, the most recent Preliminary Prospectus).

                  (v) The Underwriters' Warrants will conform to the description
thereof in the Registration Statement and in the Prospectus (and, if the
Prospectus is not in existence, the most recent Preliminary Prospectus) and,
when sold to and paid for by the Underwriters in accordance with the
Underwriters' Warrant Agreement, will have been duly authorized and validly
issued and will constitute valid and binding obligations of the Company entitled
to the benefits of the Underwriters' Warrant Agreement. The Underwriters'
Warrant Shares (as hereinafter defined) and the Underwriters' Warrant Shares (as
hereinafter defined) have been duly authorized and reserved for issuance upon
exercise of the Underwriters' Warrants and the Underwriters' Warrant (as
hereinafter defined), respectively, by all necessary corporate action on the
part of the Company and, when issued and delivered and paid for upon such
exercise in accordance

                                       -8-
   9
   
with the terms of the Underwriters' Warrant Agreement and the Underwriters'
Warrants, respectively, will be validly issued, fully paid, nonassessable and
free of preemptive rights and will conform to the description thereof in the
Prospectus (and, if the Prospectus is not in existence, the most recent
Preliminary Prospectus).

   
                  (w) No person has acted as a finder in connection with, or is
entitled to any commission, fee or other compensation or payment for services as
a finder for or for originating, or introducing the parties to, the transactions
contemplated herein and the Company will indemnify the Underwriters with respect
to any claim for finder's fees in connection herewith. Except as set forth in
the Registration Statement and the Prospectus (and, if the Prospectus is not in
existence, the most recent Preliminary Prospectus), the Company has no
management or financial consulting agreement with anyone. No promoter, officer,
director or stockholder of the Company is, directly or indirectly, affiliated or
associated with an NASD member, no securities of the Company have been acquired
by an NASD member except as has been previously disclosed in writing to the
Representative.

                  2. Purchase, Sale and Delivery of the Securities and the
Warrant Securities.

                  (a) On the basis of the representations, warranties,
agreements and covenants herein contained and subject to the terms and
conditions herein set forth, the Company agrees to issue and sell to the
Underwriters, and the Underwriters severally agree to purchase from the Company,
the Firm Shares at a purchase price of $5.43 per share and the Firm Warrants at
a purchase price of $.0905 per warrant. The obligations of the Underwriters
under this agreement are several and not joint.

   

                  (b) Certificates in definitive form for the Firm Securities
that the Underwriters have agreed to purchase hereunder, and in such
denomination or denominations and registered in such name or names as the
Underwriters request upon notice to the Company at least 48 hours prior to the
Firm Closing Date, shall be delivered by or on behalf of the Company to the
Representative, against payment by or on behalf of the Underwriter of the
purchase prices therefor by certified or official bank check or checks drawn
upon or by a New York Clearing House bank and payable in next-day funds to the
order of the Company. Such delivery of and payment for the Firm Securities shall
be made at the offices of Counsel for the Representative, 1211 Avenue of the
Americas, New York, New York (the "Representative's Office") at 9:30 A.M., New
York time, on ___________, 1996, or at such other place, time or date as the
Underwriters and the Company may agree upon, such time and date of delivery
against payment being herein referred to as the "Firm Closing Date." The Company
will make such certificates for the Firm Securities available for checking and
packaging by the Underwriters,

                                       -9-
   10
   
at the Representative's option, at the offices in New York, New York of the
Company's transfer agent and registrar or Counsel for the Representative's
Office at least 24 hours prior to the Firm Closing Date.

   
                  (c) For the purpose of covering any over-allotments in
connection with the distribution and sale of the Firm Securities as contemplated
by the Prospectus, the Company hereby grants to the Representative an option to
purchase any or all of the Option Securities. The purchase price to be paid for
any of the Option Securities shall be the same price per share or warrant as the
price per share or warrant for the Firm Securities set forth above in paragraph
(a) of this section 2. The option granted hereby may be exercised as to all or
any part of the Option Securities from time to time within 45 calendar days
after the Firm Closing Date. The Representative shall not be under any
obligation to purchase any of the Option Securities prior to the exercise of
such option. The Representative may from time to time exercise the option
granted hereby by giving notice in writing or by telephone (confirmed in
writing) to the Company setting forth the aggregate number of Option Securities
as to which the Representative is then exercising the option and the date and
time for delivery of and payment for such Option Securities. Any such date of
delivery shall be determined by the Representative but shall not be earlier than
two business days or later than three business days after such exercise of the
option and, in any event, shall not be earlier than the Firm Closing Date. The
time and date set forth in such notice, or such other time on such other date as
the Representative and the Company may agree upon, is herein called the "Option
Closing Date" with respect to such Option Securities. Upon exercise of the
option as provided herein, the Company shall become obligated to sell to the
Representative, and, subject to the terms and conditions herein set forth, the
Underwriters shall become obligated to purchase from the Company, the Option
Securities as to which the Representative is then exercising its option. If the
option is exercised as to all or any portion of the Option Securities,
certificates in definitive form for such Option Securities, and payment
therefor, shall be delivered on the related Option Closing Date in the manner,
and upon the terms and conditions, set forth in paragraph (b) of this section 2,
except that reference therein to the Firm Securities and the Firm Closing Date
shall be deemed, for purposes of this paragraph (c), to refer to such Option
Securities and Option Closing Date, respectively.

   
                  (d) On the Firm Closing Date, the Company will further issue
and sell to the Underwriters or, at the direction of the Underwriters, to bona
fide officers of the Underwriters, for an aggregate purchase price of $10,
warrants to purchase Common Stock and redeemable warrants to purchase Common
Stock (the "Underwriters' Warrants") entitling the holders thereof to purchase
an aggregate of 150,000 shares of Common Stock and 150,000 redeemable warrants
to purchase Common Stock for a period of four years, such period to commence on
the first anniversary of the Effective Date of such Underwriters' Warrants, the
Company shall issue such warrants to purchase 40,000 shares of Common

                                      -10-
   11
   
Stock and 40,000 redeemable Warrants to Aegis and its designees subject to
Aegis' fulfillment of its obligations as Underwriter and Co-Manager under this
agreement. The Underwriters' Warrants shall be exercisable at a price equal to
165% of the initial public offering price per share and warrant, respectively
and shall contain terms and provisions more fully described herein below and as
set forth more particularly in the warrant agreement relating to the
Underwriters' Warrants to be executed by the Company on the Effective Date (the
"Underwriters' Warrant Agreement"), including, but not limited to, (i) customary
anti-dilution provisions in the event of stock dividends, split mergers, sales
of all or substantially all of the Company's assets, sales of stock below then
prevailing market or exercise prices and other events, and (ii) prohibitions of
mergers, consolidations or other reorganizations of or by the Company or the
taking by the Company of other action during the five-year period following the
Effective Date unless adequate provision is made to preserve, in substance, the
rights and powers incidental to the Underwriters' Warrants. As provided in the
Underwriters' Warrant Agreement, the Underwriters may designate that the
Underwriters' Warrants be issued in varying amounts directly to bona fide
officers of the Underwriters. As further provided, no sale, transfer,
assignment, pledge or hypothecation of the Underwriters' Warrants shall be made
for a period of 12 months from the Effective Date, except (i) by operation of
law or reorganization of the Company, or (ii) to the Underwriters and bona fide
partners, directors and officers of the Underwriters and selling group members.
The shares of Common Stock issuable upon exercise of the Underwriters' Warrants
are referred to herein as the "Underwriters' Warrant Shares"; the warrants
issuable upon exercise of the Underwriters' Warrants are referred to herein as
the "Underwriters' Warrants"; the shares of Common Stock issuable upon exercise
of the Underwriters' Warrants are referred to herein as the "Underwriters'
Warrant Shares"; and the Underwriters' Warrant Shares, the Underwriters'
Warrants and the Underwriters' Warrant Shares are collectively referred to
herein as the "Underwriters' Securities."

                  3. Offering by the Underwriters. The Underwriters propose to
offer the Firm Shares for sale to the public upon the terms set forth in the
Prospectus.

                  4. Covenants of the Company. The Company covenants and agrees
with the Underwriters that:

                  (a) The Company will use its best efforts to cause the
Registration Statement, if not effective at the time of execution of this
agreement, to become effective as promptly as possible. If required, the Company
will file the Prospectus and any amendment or supplement thereto with the
Commission in the manner and within the time period required by Rule 424(b)
under the Act. During any time when a prospectus relating to the

                                      -11-
   12
   
Securities is required to be delivered under the Act, the Company (i) will
comply with all requirements imposed upon it by the Act and the rules and
regulations of the Commission thereunder to the extent necessary to permit the
continuance of sales of or dealings in the Securities in accordance with the
provisions hereof and of the Prospectus, as then amended or supplemented, and
(ii) will not file with the Commission any prospectus or amendment referred to
in the first sentence of section 1(a) hereof, any amendment or supplement to
such prospectus or any amendment to the Registration Statement as to which the
Underwriters shall not previously have been advised and furnished with a copy
for a reasonable period of time prior to the proposed filing and as to which
filing the Representative shall not have given its consent. The Company will
prepare and file with the Commission, in accordance with the rules and
regulations of the Commission, promptly upon request by the Underwriters or
counsel to the Underwriters, any amendments to the Registration Statement or
amendments or supplements to the Prospectus that may be necessary or advisable
in connection with the distribution of the Shares by the Underwriters, and will
use its best efforts to cause any such amendment to the Registration Statement
to be declared effective by the Commission as promptly as possible. The Company
will advise the Underwriters, promptly after receiving notice thereof, of the
time when the Registration Statement or any amendment thereto has been filed or
declared effective or the Prospectus or any amendment or supplement thereto has
been filed and will provide evidence satisfactory to the Underwriters of each
such filing or effectiveness.

                  (b) The Company will advise the Underwriters, promptly after
receiving notice or obtaining knowledge thereof, of (i) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or any order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto, (ii) the
suspension of the qualification of any Securities for offering or sale in any
jurisdiction, (iii) the institution, threat or contemplation of any proceeding
for any such purpose or (iv) any request made by the Commission for amending the
Registration Statement, for amending or supplementing the Prospectus or for
additional information. The Company will use its best efforts to prevent the
issuance of any such stop order and, if any such stop order is issued, to obtain
the withdrawal thereof as promptly as possible.

                  (c) The Company will, in cooperation with counsel to the
Underwriters, arrange for the qualification of the Securities for offering and
sale under the blue sky or securities laws of such jurisdictions as the
Underwriters may designate and will continue such qualifications in effect for
as long as may be necessary to complete the distribution of the Securities.

                  (d) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs as a
result of which the Prospectus, as then amended or supplemented, would include
any untrue statement of a

                                      -12-
   13
   
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if for any other reason it is necessary at any time to
amend or supplement the Prospectus to comply with the Act or the rules or
regulations of the Commission thereunder, the Company will promptly notify the
Underwriters thereof and, subject to section 4(a) hereof, will prepare and file
with the Commission, at the Company's expense, an amendment to the Registration
Statement or an amendment or supplement to the Prospectus that corrects such
statement or omission or effects such compliance.

                  (e) So long as any warrants are outstanding, the Company shall
use its best efforts to cause post-effective amendments to the Registration
Statement to become effective in compliance with the Act and without any lapse
of time between the effectiveness of any such post-effective amendments and
cause a copy of each Prospectus, as then amended, to be delivered to each holder
of record of a Warrant and to furnish to the Underwriters and any dealer as many
copies of each such Prospectus as the Underwriters or dealer may reasonably
request. The Company shall not call for redemption of the Warrants unless a
registration statement covering the securities underlying the Warrants has been
declared effective by the Commission and remains current at least until the date
fixed for redemption. In addition, for so long as any Warrant is outstanding,
the Company will promptly notify the Underwriters of any material change in the
business, financial condition or prospects of the Company. So long as any of the
Warrants remain outstanding, the Company will timely deliver and supply to its
Warrant agent sufficient copies of the Company's current Prospectus, as will
enable such Warrant agent to deliver a copy of such Prospectus to any Warrant or
other holder where such Prospectus delivery is by law required to be made.

                  (f) The Company will, without charge, provide to the
Underwriters and to counsel for the Underwriters (i) as many signed copies of
the registration statement originally filed with respect to the Securities and
each amendment thereto (in each case including exhibits thereto) as the
Underwriters may reasonably request, (ii) as many conformed copies of such
registration statement and each amendment thereto (in each case without exhibits
thereto) as the Underwriters may reasonably request and (iii) so long as a
prospectus relating to the Securities is required to be delivered under the Act,
as many copies of each Preliminary Prospectus or the Prospectus or any amendment
or supplement thereto as the Underwriters may reasonably request. The Company
will timely file, and will provide or cause to be provided to the Underwriters
and counsel to the Underwriters a copy of the report on Form SR required to be
filed by the Company pursuant to Rule 463 under the Act.

                  (g) The Company, as soon as practicable, will make generally
available to its security holders and to the Underwriters an earnings statement

                                      -13-
   14
of the Company that satisfies the provisions of section 11(a) of the Act and
Rule 158 thereunder.

                  (h) The Company will reserve and keep available for issuance
that maximum number of its authorized but unissued shares of Common Stock which
are issuable upon exercise of the Warrants and issuable upon exercise of the
Underwriters' Warrants (including the underlying securities) outstanding from
time to time.

                  (i) The Company will apply the net proceeds from the sale of
the Securities as set forth under "Use of Proceeds" in the Prospectus.

                  (j) The Company will not, without the prior written consent of
the Representative, directly or indirectly offer, agree to sell, sell, grant any
option to purchase or otherwise dispose (or announce any offer, agreement to
sell, sale, grant of any option to purchase or other disposition) of any shares
of Common Stock, preferred stock or any securities convertible into, or
exchangeable or exercisable for, shares of Common Stock or preferred stock for a
period of 24 months after the Effective Date, except (i) the Shares and Warrants
issued pursuant to this agreement, (ii) the Warrant Shares issuable upon
exercise of the Warrants, (iii) the Underwriters' Warrants, (iv) the
Underwriters' Warrant Shares and Underwriters' Warrants issuable upon the
exercise of the Underwriters' Warrants, (v) the Underwriters' Warrant Shares
issuable upon exercise of the Underwriters' Warrants, and (vi) up to a maximum
of ________ shares of Common Stock issuable upon the exercise of options granted
under the Company's Stock Option Plan.

                  (k) Prior to the Closing Date or the Option Closing Date (if
any), the Company will not, directly or indirectly, without prior written
consent of the Representative, which shall not be unreasonably withheld or
delayed, issue any press release or other public announcement or hold any press
conference with respect to the Company or its activities with respect to the
Offering (other than trade releases issued in the ordinary course of the
Company's business consistent with past practices with respect to the Company's
operations).

                  (l) If, at the time that the Registration Statement becomes
effective, any information shall have been omitted therefrom in reliance upon
Rule 430A under the Act, then immediately following the execution of this
agreement, the Company will prepare, and file or transmit for filing with the
Commission in accordance with Rule 430A and Rule 424(b) under the Act, copies of
the Prospectus including the information omitted in reliance on Rule 430A, or,
if required by such Rule 430A, a post-effective amendment to the Registration
Statement (including an amended Prospectus), containing all information so
omitted.

                                      -14-
   15
                  (m) The Company will cause the Securities to be included in
The Nasdaq Small Cap Market, the Boston and Pacific Stock Exchanges on the
Effective Date and to maintain such listings thereafter. The Company will file
with Nasdaq Small Cap Market, the Boston and Pacific Stock Exchanges all
documents and notices that are required by _______ of companies with securities
that are traded on the Nasdaq Small Cap Market, the Boston and Pacific Stock
Exchanges.

                  (n) During the period of five years from the Firm Closing
Date, the Company will, as promptly as possible, (i) not to exceed 90 days,
after each annual fiscal period render and distribute reports to its
stockholders which will include audited statements of its operations and changes
of financial position during such period and its audited balance sheet as of the
end of such period, as to which statements the Company's independent certified
public accountants shall have rendered an opinion and (ii) not to exceed 45
days, after each of the first three quarterly fiscal periods render and
distribute reports to its stockholders which will include unaudited statements
of its operations and changes in financial position during such period and
year-to-date period and its unaudited balance sheet as of the end of such
period.

                  (o) During a period of three years commencing with the Firm
Closing Date, the Company will furnish to the Underwriters, at the Company's
expense, copies of all periodic and special reports furnished to stockholders of
the Company and of all information, documents and reports filed with the
Commission.

   
                  (p) The Company has appointed _________________________
_____________ as transfer agent for the Common Stock and warrant agent for the
Warrants, subject to the Closing. The Company will not change or terminate such
appointment for a period of three years from the Firm Closing Date without first
obtaining the written consent of the Representative. For a period of three years
after the Effective Date, the Company shall cause the transfer agent and warrant
agent to deliver promptly to the Underwriters a duplicate copy of the daily
transfer sheets relating to trading of the Securities. The Company shall also
provide to the Underwriters, promptly upon their request, up to four times in
any calendar year, copies of DTC or equivalent transfer sheets.

                  (q) During the period of 180 days after the date of this
agreement, the Company will not at any time, directly or indirectly, take any
action designed to or that will constitute, or that might reasonably be expected
to cause or result in, the stabilization of the price of the Common Stock to
facilitate the sale or resale of any of the Shares.

                  (r) The Company will not take any action to facilitate the
sale of any shares of Common Stock pursuant to Rule 144 under the Act if any
such sale would violate any of the terms of the Lock-up Agreements.

                                      -15-
   16
   
                  (s) Prior to the 90th day after the Firm Closing Date, the
Company will provide the Representative and its designees with four bound
volumes of the transaction documents relating to the Registration Statement and
the closing(s) hereunder, in form and substance reasonably satisfactory to the
Underwriters.

                  (t) The Company shall consult with the Underwriters prior to
the distribution to third parties of any financial information news releases or
other publicity regarding the Company, its business, or any terms of this
offering and the Underwriters will consult with the Company prior to the
issuance of any research report or recommendation concerning the Company's
securities. Copies of all documents that the Company or its public relations
firm intend to distribute will be provided to the Underwriters for review prior
to such distribution.

                  (u) The Company and the Underwriters will advise each other
immediately in writing as to any investigation, proceeding, order, event or
other circumstance, or any threat thereof, by or relating to the Commission or
any other governmental authority, that could impair or prevent this offering.
Except as required by law or as otherwise mutually agreed in writing, neither
the Company nor the Underwriters will acquiesce in such circumstances and each
will actively defend any proceedings or orders in that connection.

                  (v) The Company will, for a period of no less than three years
commencing immediately after the Effective Date, engage a designee by the
Representative as advisor (the "Advisor") to the Company's Board of Directors,
who shall attend meetings of the Board, receive all notices and other
correspondence and communications sent by the Company to its Board of Directors
and receive compensation equal to that of other non-officer directors; provided,
that in lieu of the Representative's right to designate an Advisor, the
Representative shall have the right during such three-year period, in its sole
discretion, to designate one person for election as a director of the Company
and the Company will utilize its best efforts to obtain the election of such
person who shall be entitled to receive the same compensation, expense
reimbursements and other benefits as set forth above. In addition, such Advisor
shall be entitled to receive reimbursement for all costs incurred in attending
such meetings including, but not limited to, food, lodging and transportation.
The Company, during said three-year period, shall schedule no less than four
formal meetings (at least one of which shall be "in person" and the others may
be held telephonically) of its Board of Directors in each such year at which
meetings such Advisor shall be permitted to attend (in person, for each meeting
held "in person") as set forth herein; said meetings shall be held quarterly
each year and advance notice of such meetings identical to the notice given to
directors shall be given to the Advisor. The Company and its principal
stockholders shall, during such three year period, give the Representative
timely prior written notice of any proposed acquisitions, mergers,
reorganizations or other similar transactions. The Company shall indemnify and
hold the Underwriters and such Advisor or director harmless

                                      -16-
   17
against any and all claims, actions, damages, costs and expenses, and judgments
arising solely out of the attendance and participation of such Advisor or
director at any such meeting described herein, and, if the Company maintains a
liability insurance policy affording coverage for the acts of its officers and
directors, it shall, if possible, include such Advisor or director as an insured
under such policy.

                  (w) The Company shall first submit to the Underwriters
certificates representing the Securities for approval prior to printing, and
shall, as promptly as possible, after filing the Registration Statement with the
Commission, obtain CUSIP numbers for the Securities.

                  (x) The Company shall engage the Underwriters' counsel to
provide the Underwriters, at the closing of any sale of Securities hereunder and
quarterly thereafter, with an opinion, setting forth those states in which the
Common Stock and Warrants may be traded in non-issuer transactions under the
blue sky or securities laws of the 50 states. The Company shall pay such counsel
a one-time fee of $7,500 for such opinions at the closing of the sale of the
Firm Securities

                  (y) The Company will prepare and file a registration statement
with the Commission pursuant to section 12(g) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), and will use its best efforts to have such
registration statement declared effective by the Commission on an accelerated
basis on the day after the Effective Date. For this purpose the Company shall
prepare and file with the Commission a General Form of Registration of
Securities (Form 8-A or Form 10).

                  (z) For so long as the Securities are registered under the
1934 Act, the Company will hold an annual meeting of stockholders for the
election of directors within 180 days after the end of each of the Company's
fiscal years and within 150 days after the end of each of the Company's fiscal
years will provide the Company's stockholders with the audited financial
statements of the Company as of the end of the fiscal year just completed prior
thereto. Such financial statements shall be those required by Rule 14a-3 under
the 1934 Act and shall be included in an annual report pursuant to the
requirements of such Rule.

                  (aa) Prior to the Effective Date, the Company shall obtain
key-person life insurance in the minimum amount of $1,000,000 on Ramesh Trivedi
on such terms and conditions as are reasonably satisfactory to the
Representative, assuming such coverage is available on commercially reasonable
terms.

                                      -17-
   18
   
                  (bb) Ramesh Trivedi, Ph.D. shall be President and Chief
Executive Officer of the Company on the Closing Dates.

                  5. Expenses.

                  (a) The Company shall pay all costs and expenses incident to
the performance of its obligations under this agreement, whether or not the
transactions contemplated hereby are consummated or this agreement is terminated
pursuant to section 10 hereof, including all costs and expenses incident to (i)
the preparation, printing and filing or other production of documents with
respect to the transactions, including any costs of printing the registration
statement originally filed with respect to the Securities and any amendment
thereto, any Preliminary Prospectus and the Prospectus and any amendment or
supplement thereto, this agreement, the selected dealer agreement and the other
agreements and documents governing the underwriting arrangements and any blue
sky memoranda, (ii) all reasonable and necessary arrangements relating to the
delivery to the Underwriters of copies of the foregoing documents, (iii) the
fees and disbursements of the counsel, the accountants and any other experts or
advisors retained by the Company, (iv) the preparation, issuance and delivery to
the Underwriters of any certificates evidencing the Securities, including
transfer agent's, warrant agent's and registrar's fees or any transfer or other
taxes payable thereon, (v) the qualification of the Securities under state blue
sky or securities laws, including filing fees and fees and disbursements of
counsel for the Underwriters relating thereto (such counsel fees not to exceed
$35,000, $15,000 of which shall be due and payable upon the commencement of blue
sky filing, together with the related filing fees) and any fees and
disbursements of local counsel, if any, retained for such purpose, (vi) the
filing fees of the Commission and the NASD relating to the Securities, (vii) the
inclusion of the Securities on the Nasdaq Small Cap Market, Boston and Pacific
Stock Exchange and in the Standard and Poor's Corporation Descriptions Manual,
(viii) any "road shows" or other meetings with prospective investors in the
Securities, including transportation, accommodation, meal, conference room,
audio-visual presentation and similar expenses of the Underwriters or their
representatives or designees (other than as shall have been specifically
approved by the Representative to be paid for by the Underwriters) and (ix) the
placing of "tombstone advertisements" in publications selected by the
Representative and the manufacture of prospectus memorabilia. In addition to the
foregoing, the Company shall reimburse the Underwriters for their expenses on
the basis of a non-accountable expense allowance in the amount of 2.75% of the
gross offering proceeds to be received by the Company, $50,000 of which has been
paid by the Company to the Underwriters. The Underwriters hereby acknowledge
receipt of such $50,000, which shall be credited against the non-accountable
expense allowance to be paid by the Company. The unpaid portion of the expense
allowance, based on the gross proceeds from the sale of the Firm Securities,
shall be deducted from the funds to be paid by the Underwriters in payment for
the

                                      -18-
   19
   
Firm Securities, pursuant to section 2 of this agreement, on the Firm Closing
Date. To the extent any Option Securities are sold, any remaining
non-accountable expense allowance based on the gross proceeds from the sale of
the Option Securities shall be deducted from the funds to be paid by the
Underwriters in payment for the Option Securities, pursuant to section 2 of this
agreement, on the Option Closing Date. The Company warrants, represents and
agrees that all such payments and reimbursements will be promptly and fully
made.

                  (b) Notwithstanding any other provision of this agreement, if
the offering of the Securities contemplated hereby is terminated for any reason,
the Company agrees that, in addition to the Company paying its own expenses as
described in subparagraph (a) above, (i) the Company shall reimburse the
Underwriters only for their actual accountable out-of-pocket expenses (in
addition to blue sky legal fees and expenses referred to in subparagraph (a)
above), and (ii) the Underwriters shall be entitled to retain the
non-accountable expense allowance paid by the Company pursuant to subparagraph
(a) above; provided, however, that the amount retained pursuant to this clause
(ii) shall not exceed the Underwriters' expenses on an accountable basis to the
date of such cancellation and that all unaccounted for amounts shall be refunded
to the Company. Such expenses shall include, but are not to be limited to, fees
for the services and time of counsel for the Underwriters to the extent not
covered by clause (i) above, plus any additional expenses and fees, including,
but not limited to, travel expenses, postage expenses, "ticket" charge,
duplication expenses, long-distance telephone expenses, and other expenses
incurred by the Underwriters in connection with the proposed offering.

                  6. Warrant Solicitation Fee. The Company agrees to pay the
Representative a fee of five percent (5%) of the aggregate exercise price of the
Warrants if (i) the market price of the Common stock is greater than the
exercise price of the Warrants on the date of exercise; (ii) the exercise of the
Warrants is solicited by a member of the NASD; (iii) the Warrants are not held
in a discretionary account; (iv) the disclosure of compensation arrangements is
made both at the time of this offering and at the time of the exercise of the
Warrant; and (v) the solicitation of the Warrant exercise is not in violation of
Rule 10b-6 under the 1934 Act. The Company agrees not to solicit the exercise of
any Warrant other than through the Representative and will not authorize any
other dealer to engage in such solicitation without the prior written consent of
the Representative which will not be unreasonably withheld. The Warrant
solicitation fee will not be paid in a non-solicited transaction. Any request
for exercise will be presumed to be unsolicited unless the customer states in
writing that the transaction was solicited and designates in writing the
broker/dealer to receive compensation for the exercise. No Warrant solicitation
by the Representative will occur for a period of 12 months after the Effective
Date.

                                      -19-
   20
   
                  7. Conditions of the Underwriters' Obligations. The
obligations of the Underwriters to purchase and pay for the Firm Shares shall be
subject, in the Representative's sole discretion, to the accuracy of the
representations and warranties of the Company contained herein as of the date
hereof and as of the Firm Closing Date as if made on and as of the Firm Closing
Date, to the accuracy of the statements of the Company's officers made pursuant
to the provisions hereof, to the performance by the Company of its covenants and
agreements hereunder and to the following additional conditions:

                  (a) If the registration statement, as heretofore amended, has
not been declared effective as of the time of execution hereof, the registration
statement, as heretofore amended or as amended by an amendment thereto to be
filed prior to the Firm Closing Date, shall have been declared effective not
later than 11 A.M., New York time, on the date on which the amendment to such
registration statement containing information regarding the initial public
offering price of the Shares has been filed with the Commission, or such later
time and date as shall have been consented to by the Representative; if
required, the Prospectus and any amendment or supplement thereto shall have been
filed with the Commission in the manner and within the time period required by
Rule 424(b) under the Act; no stop order suspending the effectiveness of the
Registration Statement shall have been issued, and no proceedings for that
purpose shall have been instituted or threatened or, to the knowledge of the
Company or the Underwriters, shall be contemplated by the Commission; and the
Company shall have complied with any request of the Commission for additional
information (to be included in the Registration Statement or the Prospectus or
otherwise).

                  (b) The Underwriters shall have received an opinions, dated
the Firm Closing Date, of Snow Becker & Krauss P.C., counsel to the Company, to
the effect that:

                        (1) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the state
of its incorporation and is duly qualified to transact business as a foreign
corporation and is in good standing under the laws of each other jurisdiction in
which its ownership or leasing of any properties or the conduct of its business
requires such qualification;

                        (2) the Company and each Subsidiary has full corporate
power and authority to own or lease its property and conduct its business as now
being conducted and as proposed to be conducted, in each case as described in
the Registration Statement and the Prospectus, and the Company has full
corporate power and authority to enter into this agreement and the Underwriters'
Warrant Agreement and to carry out all the terms and provisions hereof and
thereof to be carried out by it;

                                      -20-
   21
   
                        (3) there are no outstanding options, warrants or other
rights granted by the Company to purchase shares of its Common Stock, preferred
stock or other securities other than as described in the Prospectus; the Shares
have been duly authorized and the Warrant Shares, the Underwriters' Warrant
Shares and the Underwriters' Warrant Shares have been duly reserved for issuance
by all necessary corporate action on the part of the Company and, when issued
and delivered to and paid for by the Underwriters pursuant to this agreement, as
to the Shares, the holders of the Warrants pursuant to the terms thereof, as to
the Warrant Shares, the Underwriters pursuant to the Underwriters' Warrants, as
to the Underwriters' Warrant Shares, pursuant to the Underwriters' Warrants, as
to the Underwriters' Warrant Shares, will be validly issued, fully paid,
nonassessable and free of preemptive rights and will conform to the description
thereof in the Prospectus; no holder of outstanding securities of the Company is
entitled as such to any preemptive or other right to subscribe for any of the
Shares, the Warrant Shares, the Underwriters' Warrant Shares or the
Underwriters' Warrant Shares; and no person is entitled to have securities
registered by the Company under the Registration Statement or otherwise under
the Act other than as described in the Prospectus;

                        (4) the Shares have been approved for inclusion in the
Nasdaq SmallCap Market, Boston and Pacific Stock Exchanges;

                        (5) the execution and delivery of this agreement and the
Underwriters' Warrant Agreement have been duly authorized by all necessary
corporate action on the part of the Company and this agreement and the
Underwriters' Warrant Agreement have been duly executed and delivered by the
Company, and each is a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium and other similar laws affecting creditors' rights generally and to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law) and except as rights to indemnity and
contribution under this agreement and the Underwriters' Warrant Agreement may be
limited by applicable law;

                        (6) the Underwriters' Warrants conform to the
description thereof in the Registration Statement and in the Prospectus and are
duly authorized and validly issued and constitute valid and binding obligations
of the Company entitled to the benefits of the Underwriters' Warrant Agreement;

                        (7) the statements set forth under the heading
"Description of Capital Stock" in the Prospectus, insofar as those statements
purport to summarize the terms of the capital stock and warrants of the Company,
provide a fair summary of such terms; the statements in the Prospectus, insofar
as those statements constitute matters of

                                      -21-
   22
law or legal conclusions, or summaries of the contracts and agreements referred
to therein, constitute a fair summary of those matters, legal conclusions,
contracts and agreements and include all material terms thereof, as applicable;

                        (8) none of (A) the execution and delivery of this
agreement and the Underwriters' Warrant Agreement, (B) the issuance, offering
and sale by the Company to the Underwriters of the Securities pursuant to this
agreement and the Underwriters' Warrant Securities pursuant to the
Underwriters' Warrant Agreement, nor (C) the compliance by the Company with the
other provisions of this agreement and the Underwriters' Warrant Agreement and
the consummation of the transactions contemplated hereby and thereby, (1)
requires the consent, approval, authorization, registration or qualification of
or with any court or governmental authority, except such as have been obtained
and such as may be required under state blue sky or securities laws, or (2)
conflicts with or results in a breach or violation of, or constitutes a default
under, any contract, indenture, mortgage, deed of trust, loan agreement, note,
lease or other agreement or instrument to which the Company or any Subsidiary is
a party or by which the Company or any Subsidiary or any of its property is
bound or subject, of which such counsel is aware after reasonable inquiry, or
the certificate of incorporation or by-laws of the Company or any Subsidiary, or
any material statute or any judgment, decree, order, rule or regulation of any
court or other governmental or regulatory authority applicable to the Company or
any Subsidiary;

                        (9) to the best of such counsel's knowledge, (A) no
legal or governmental proceedings are pending to which the Company or any
Subsidiary is a party or to which the property of the Company or any Subsidiary
is subject and (B) no contract or other document is required to be described in
the Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement that is not described therein or filed as required;

                        (10) the Company and each Subsidiary possesses adequate
licenses, orders, authorizations, approvals, certificates or permits issued by
the appropriate federal, state or foreign regulatory agencies or bodies
necessary to conduct its business as described in the Registration Statement and
the Prospectus, and, to the best of such counsel's knowledge after due inquiry,
there are no pending or threatened proceedings relating to the revocation or
modification of any such license, order, authorization, approval, certificate or
permit, except as disclosed in the Registration Statement and the Prospectus.

                        (11) the Registration Statement is effective under the
Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made
in the manner and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement or any
amendment thereto has been issued, and

                                      -22-
   23
no proceedings for that purpose have been instituted or threatened or, to the
best knowledge of such counsel, are contemplated by the Commission;

                        (12) the registration statement originally filed with
respect to the Shares and each amendment thereto and the Prospectus (in each
case, other than the financial statements and schedules and other financial and
statistical information contained therein, as to which such counsel need express
no opinion) comply as to form in all material respects with the applicable
requirements of the Act and the rules and regulations of the Commission
thereunder; and

                        (13) the Company is not subject to registration as an
"investment company" under the Investment Company Act of 1940.

           [Also patent, regulatory or other special counsel opinions]

                  Such counsel shall also state that such counsel has
participated in the preparation of the Registration Statement and the Prospectus
and that nothing has come to such counsel's attention that has caused them to
believe that the Registration Statement, at the time it became effective
(including the information deemed to be a part of the Registration Statement at
the time of effectiveness pursuant to Rule 430A(b), if applicable), contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or that the Prospectus, as of its date or as of the Firm Closing Date, contained
an untrue statement of material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

                  In rendering any such opinion, such counsel may rely, as to
matters of fact, to the extent such counsel deems proper, on certificates of
responsible officers of the Company and public officials, copies of which
certificates will be provided to the Underwriters, and, as to matters of the
laws of certain jurisdictions, on the opinions of other counsel to the Company,
which opinions shall also be delivered to the Underwriters, in form and
substance acceptable to the Representative, if such other counsel expressly
authorize such reliance and counsel to the Company expressly states in their
opinion that such counsel's and the Underwriters' reliance upon such opinion is
justified.

                  References to the Registration Statement and the Prospectus in
this paragraph (b) shall include any amendment or supplement thereto at the date
of such opinion.

                  (c) The Underwriters shall have received from Ernst & Young
LLP a letter dated the Effective Date and a letter dated the Firm Closing Date,
in form and substance satisfactory to the Underwriters, to the effect that (i)
they are independent auditors with respect to the Company within the meaning of
the Act and

                                      -23-
   24
   
the applicable rules and regulations thereunder; (ii) in their opinion, the
financial statements audited by them and included in the Registration Statement
and the Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act and the related published rules
and regulations thereunder; (iii) based upon procedures set forth in detail in
such letter, nothing has come to their attention which causes them to believe
that (A) the unaudited financial statements as of June 30, 1996 included in the
Registration Statement was not determined on a basis substantially consistent
with that used in determining the corresponding amounts in the audited financial
statements as of December 31, 1995 included in the Registration Statement or (B)
at a specified date not more than five days prior to the date of this agreement,
there has been any change in the capital stock of the Company, any increase in
the long-term debt of the Company or decrease in net sale as compared with the
amounts shown in the June 30, 1996 balance sheet included in the Registration
Statement or as of the date of the most recent financial statements made
available by the Company there has been any change in the capital stock of the
Company, any increase in the long-term debt of the Company or any decrease in
net sales, working capital or net assets as compared with the amounts shown in
the June 30, 1996 balance sheet included in the Registration Statement or,
during the period from June 30, 1996 through date of the most recent financial
statement made available by the company, there were any decreases, as compared
with the corresponding period in the preceding year, in revenues, or any
increase in net loss of the Company, except in all instances for changes,
increases or decreases which the Registration Statement and the Prospectus
disclose have occurred or may occur; and (iv) in addition to the audit referred
to in their opinion and the limited procedures referred to in clause (iii)
above, they have carried out certain specified procedures, not constituting an
audit, with respect to certain amounts, percentages and financial information
(including the summary of consolidated financial information and secured
financial information) which are included in the Registration Statement and
Prospectus and which are specified by the Underwriters, and have found such
amounts, percentages and financial information to be in agreement with the
relevant accounting, financial and other records of the Company identified in
such letter. References to the Registration Statement and the Prospectus in this
paragraph (c) with respect to the letter referred to above shall include any
amendment or supplement thereto at the date of such letter.

                  (d) The representations and warranties of the Company
contained in this agreement shall be true and correct as if made on and as of
the Firm Closing Date; the Registration Statement shall not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein necessary to make the statements therein not misleading, and the
Prospectus, as amended or supplemented as of the Firm Closing Date, shall not
include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company shall
have performed all covenants and agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to the Firm Closing Date.

                                      -24-
   25
                  (e) No stop order suspending the effectiveness of the
Registration Statement or any amendment thereto shall have been issued, and no
proceedings for that purpose shall have been instituted or threatened or
contemplated by the Commission.

                  (f) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, there shall not have
been any material adverse change, or any development involving a prospective
material adverse change, in the business, operations, condition (financial or
otherwise), earnings or prospects of the Company, except in each case as
described in or contemplated by the Prospectus (exclusive of any amendment or
supplement thereto).

                  (g) The Underwriters shall have received a certificate, dated
the Firm Closing Date, of the Chief Executive Officer and the Secretary of the
Company to the effect set forth in subparagraphs (d) through (f) above.

                  (h) The Common Stock shall be qualified in such jurisdictions
as the Underwriters may reasonably request pursuant to section 4(c), and each
such qualification shall be in effect and not subject to any stop order or other
proceeding on the Firm Closing Date.

                  (i) The Company shall have executed and delivered to the
Underwriters the Underwriters' Warrant Agreement and a certificate or
certificates evidencing the Underwriters' Warrants, in each case in a form
acceptable to the Underwriters.

                  (j) On or before the Firm Closing Date, the Underwriters and
counsel for the Underwriters shall have received such further certificates,
documents, letters or other information as they may have reasonably requested
from the Company.

                  All opinions, certificates, letters and documents delivered
pursuant to this agreement will comply with the provisions hereof only if they
are reasonably satisfactory in all material respects to the Underwriters and
counsel for the Underwriters. The Company shall furnish to the Underwriters such
conformed copies of such opinions, certificates, letters and documents in such
quantities as the Underwriters and counsel for the Underwriters shall reasonably
request.

                  The respective obligations of the Underwriters to purchase and
pay for any Option Securities shall be subject, in its discretion, to each of
the foregoing conditions to purchase the Firm Securities, except that all
references to the Firm Securities and the Firm Closing Date shall be deemed to
refer to such Option Securities and the related Option Closing Date,
respectively.

                                      -25-
   26
                  8. Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of section 15 of the Act or section 20 of the 1934 Act against any
losses, claims, damages, amounts paid in settlement or liabilities, joint or
several, to which such Underwriter or such controlling person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:

                        (1) any breach of any representation or warranty of the
Company contained in section 1 of this agreement,

                        (2) any untrue statement or alleged untrue statement of
any material fact contained in (A) the Registration Statement originally filed
with respect to the Securities or any amendment thereto, any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto or (B) any
application or other document, or any amendment or supplement thereto, executed
by the Company or based upon written information furnished by or on behalf of
the Company filed in any jurisdiction in order to qualify the Securities under
the Blue Sky or securities laws thereof or filed with the Commission or any
securities association or securities exchange (each an "Application"), or

                        (3) the omission or alleged omission to state in such
Registration Statement or any amendment thereto, any Preliminary Prospectus or
the Prospectus or any amendment or supplement thereto, or any Application a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse, as incurred, the Underwriter and
such controlling person for any legal or other expenses reasonably incurred by
the Underwriter or such controlling person in connection with investigating,
defending against or appearing as a third-party witness in connection with any
loss, claim, damage, liability, action, investigation, litigation or proceeding;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement or any amendment thereto, any
Preliminary Prospectus, the Prospectus or any amendment or supplement thereto,
or any Application in reliance upon and in conformity with written information
furnished to the Company by any Underwriter specifically for use therein. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have. The Company will not, without the prior written consent of the
Underwriter, settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought hereunder (whether or not any Underwriter or any
person who controls any Underwriter within the meaning of section 15 of the Act
or section 20 of the 1934 Act is a party to such claim, action, suit or
proceeding), unless such settlement, 

                                      -26-
   27
compromise or consent includes an unconditional release of the Underwriter and
each such controlling person from all liability arising out of such claim,
action, suit or proceeding.

                  (b) Each Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the Registration
Statement and each person, if any, who controls the Company within the meaning
of section 15 of the Act or section 20 of the Exchange Act against, any losses,
claims, damages or liabilities to which the Company or any such director,
officer or controlling person may become subject under the Act or otherwise, but
only insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus
or any amendment or supplement thereto, or any Application, or (ii) the omission
or the alleged omission to state therein a material fact required to be stated
in the Registration Statement or any amendment thereto, any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto, or any
Application, or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by the
Underwriter specifically for use therein; and, subject to the limitation set
forth immediately preceding this clause, will reimburse, as incurred, any legal
or other expenses reasonably incurred by the Company or any such director,
officer or controlling person in connection with investigating or defending any
such loss, claim, damage, liability or any action in respect thereof. This
indemnity agreement will be in addition to any liability which the Underwriter
may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this section 8, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this section 8. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have
the right to direct the defense of such action on behalf of such indemnified
party or parties and such indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified
party or parties. After notice from the 

                                      -27-
   28
   
indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by such indemnified party of counsel appointed to
defend such action, the indemnifying party will not be liable to such
indemnified party under this section 8 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence or (ii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party. After such notice from the indemnifying party to such
indemnified party, the indemnifying party will not be liable for the costs and
expenses of any settlement of such action effected by such indemnified party
without the consent of the indemnifying party.

                  (d) In circumstances in which the indemnity agreement provided
for in the preceding paragraphs of this section 8 is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof), each indemnifying party, in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect (i) the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the offering of the Securities or (ii) if the allocation provided
by the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof). The relative benefits received by the Company on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received by the
Underwriter. The relative fault of the parties shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters, the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission, and the other equitable considerations
appropriate in the circumstances. The Company and the Underwriters agree that it
would not be equitable if the amount of such contribution were determined by pro
rata or per capita allocation or by any other method of allocation that does not
take into account the equitable considerations referred to in the first sentence
of this paragraph (d). Notwithstanding any other provision of this paragraph
(d), no Underwriter shall be obligated to make contributions hereunder that in
the aggregate exceed the total public offering price of the Shares purchased by
such Underwriter under this agreement, less the aggregate amount of any damages
that such Underwriter has otherwise been required to pay in respect of the same
or any substantially similar claim, and no person guilty of fraudulent
misrepresentation

                                      -28-
   29
(within the meaning of section 11(f) of the Act) shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who
controls an Underwriter within the meaning of section 15 of the Act or section
20 of the 1934 Act shall have the same rights to contribution as the
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement and each person, if any, who controls the
Company within the meaning of section 15 of the Act or section 20 of the 1934
Act, shall have the same rights to contribution as the Company.

                  9. Substitution of Underwriters.

                  If any Underwriter shall for any reason not permitted
hereunder cancel its obligations to purchase the Firm Securities hereunder, or
shall fail to take up and pay for the number of Firm Securities set forth
opposite names in Schedule I hereto upon tender of such Firm Securities in
accordance with the terms hereof, then:

                  (a) If the aggregate number of Firm Securities which such
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total number of Firm Securities, the other Underwriter shall be obligated to
purchase the Firm Securities which such defaulting Underwriter agreed but failed
to purchase.

                  (b) If any Underwriter so defaults and the agreed number of
Firm Securities with respect to which such default or defaults occurs is more
than 10% of the total number of Firm Securities, the remaining Underwriter shall
have the right to take up and pay for the Firm Securities which the defaulting
Underwriter agreed but failed to purchase. If such remaining Underwriter does
not, at the Firm Closing Date, take up and pay for the Firm Securities which the
defaulting Underwriter agreed but failed to purchase, the time for delivery of
the Firm Securities shall be extended to the next business day to allow the
remaining Underwriter the privilege of substituting within twenty-four hours
(including nonbusiness hours) another Underwriter or Underwriters satisfactory
to the Company. If no such Underwriter or Underwriters shall have been
substituted as aforesaid, within such twenty-four hour period, the time of
delivery of the Firm Securities may, at the option of the Company, be again
extended to the next following business day, if necessary, to allow the Company
the privilege of finding within twenty-four hours (including nonbusiness hours)
another Underwriter or Underwriters to purchase the Firm Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase. If it
shall be arranged for the remaining Underwriter or substituted Underwriters to
take up the Firm Securities of the defaulting Underwriter as provided in this
section, (i) the Company or the Representative shall have the right to postpone
the time of delivery for a period of not more than seven business days, in order
to effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other document or arrangements, and the
Company agrees promptly to file any amendments to the Registration Statement or
supplements to the Prospectus which may thereby be made necessary, and (ii) 

                                    -29-
   30
   
the respective numbers of Firm Securities to be purchased by the remaining
Underwriters or substituted Underwriters shall be taken as the basis of the
underwriting obligation for all purposes of this agreement.

                  If in the event of a default by any Underwriter and the
remaining Underwriter shall not take up and pay for all the Firm Securities
agreed to be purchased by the defaulting Underwriter or substitute another
underwriter or underwriters as aforesaid, the Company shall not find or shall
not elect to seek another underwriter or underwriters for such Firm Securities
as aforesaid, then this Agreement shall terminate.

                  If, following exercise of the option provided in Section 3(c)
hereof, any Underwriter or Underwriters shall for any reason not permitted
hereunder cancel their obligations to purchase Option Securities at the Option
Closing Date, or shall fail to take up and pay for the number of Option
Securities, which it became obligated to purchase at the Option Closing Date
upon tender of such Option Securities in accordance with the terms hereof, then
the remaining Underwriters or substituted Underwriters may take up and pay for
the Option Units of the defaulting Underwriters in the manner provided in
Section 11(b) hereof. If the remaining Underwriters or substituted Underwriters
shall not take up and pay for all such Option Securities, the Underwriters shall
be entitled to purchase the number of Option Securities for which there is no
default or, at their election, the option shall terminate, the exercise thereof
shall be of no effect.

                  As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. In the event of
termination, there shall be no liability on the part of any nondefaulting
Underwriter to the Company, provided that the provisions of this Section 11
shall not in any event affect the liability of any defaulting Underwriter to the
Company arising out of such default.

   
                  10. Survival. The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Company, any of
its officers or directors and the Underwriters set forth in this agreement or
made by or on behalf of them, respectively, pursuant to this agreement shall
remain in full force and effect, regardless of (i) any investigation made by or
on behalf of the Company, any of its officers or directors, any Underwriter or
any controlling person referred to in section 8 hereof and (ii) delivery of and
payment for the Securities. The respective agreements, covenants, indemnities
and other statements set forth in sections 5 and 8 hereof shall remain in full
force and effect, regardless of any termination or cancellation of this
agreement.

                  11. Termination.

                  (a) This agreement may be terminated with respect to the Firm
Securities or any Option Shares in the sole discretion of the Representative by
notice to the Company given prior to the Firm Closing Date or the related Option
Closing 

                                      -30-
   31
Date, respectively, in the event that the Company shall have failed,
refused or been unable to perform all obligations and satisfy all conditions on
its part to be performed or satisfied hereunder at or prior thereto or if at or
prior to the Firm Closing Date or such Option Closing Date, respectively,

   
                  (1) the Company sustains a loss by reason of explosion, fire,
flood, accident or other calamity, which, in the opinion of the Underwriters,
substantially affects the value of the properties of the Company or which
materially interferes with the operation of the business of the Company
regardless of whether such loss shall have been insured; there shall have been
any material adverse change, or any development involving a prospective material
adverse change (including, without limitation, a change in management or control
of the Company), in the business, operations, condition (financial or
otherwise), earnings or prospects of the Company, except in each case as
described in or contemplated by the Prospectus (exclusive of any amendment or
supplement thereto);

                  (2) any action, suit or proceeding shall be threatened,
instituted or pending, at law or in equity, against the Company, by any person
or by any federal, state, foreign or other governmental or regulatory
commission, board or agency wherein any unfavorable result or decision could
materially adversely affect the business, operations, condition (financial or
otherwise), earnings or prospects of the Company;

                  (3) trading in the Common Stock or Warrants shall have been
suspended by the Commission or the NASD, or trading in securities generally on
the New York Stock Exchange shall have been suspended or minimum or maximum
prices shall have been established on either such exchange or quotation system;

                  (4) a banking moratorium shall have been declared by New York
or United States authorities; or

                  (5) there shall have been (A) an outbreak of hostilities
between the United States and any foreign power (or, in the case of any ongoing
hostilities, a material escalation thereof), (B) an outbreak of any other
insurrection or armed conflict involving the United States or (C) any other
calamity or crisis or material change in financial, political or economic
conditions, having an effect on the financial markets that, in any case referred
to in this clause (5), in the sole judgment of the Representative makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Securities as contemplated by the Registration Statement; or

                  (6) the Company's counsel or independent public accountants
are unable to deliver any opinion, report or certificate relating to this
offering which is qualified in any material respect (other than, in the case of
this accountant's audit report, qualification with respect to the viability of
the Company as a going concern).

                                      -31-
   32
   
                  (b) Termination of this agreement pursuant to this section 11
shall be without liability of any party to any other party except as provided in
section 5(b) and section 8 hereof.

                  12. Information Supplied by the Underwriters. The statements
set forth in the last paragraph on the front cover page and in the third
paragraph under the heading "Underwriting" in any Preliminary Prospectus or the
Prospectus (to the extent such statements relate to the Underwriters) constitute
the only information furnished by the Underwriters to the Company for the
purposes of sections 1(b) and 8(b) hereof. The Underwriters confirm that such
statements (to such extent) are correct.

                  13. Notices. All notice hereunder to or upon either party
hereto shall be deemed to have been duly given for all purposes if in writing
and (i) delivered in person or by messenger or an overnight courier service
against receipt, or (ii) send by certified or registered mail, postage paid,
return receipt requested, or (iii) sent by telegram, facsimile, telex or similar
means, provided that a written copy thereof is sent on the same day by postage
paid first-class mail, to such party at the following address:

                        To the Company at:  829 West Stadium Lane
                                            Sacramento, California 95834
                                            Attn: Dr. Ramesh C. Trivedi
                                            Fax: (916) 646-4075

                        To  Rickel:         875 Third Avenue
                                            New York, New York 10022
                                            Attn: Corporate Finance Department
                                            Fax: (212) 754-9646

                        To Aegis:           70 East Sunrise Highway
                                            Valley Stream, New York 11581
                                            Attn: [      ]
                                            Fax: (516) 872-1155

or such other address as either party hereto may at any time, or from time to
time, direct by notice given to the other party in accordance with this section.
The date of giving of any such notice shall be, in the case of clause (i), the
date of the receipt; in the case of clause (ii), five business days after such
notice or demand is sent; and, in the cas of clause (iii), the business day next
following the date such notice is sent.

                                      -32-
   33
   
                  14. Amendment. Except as otherwise provided herein, no
amendment of this agreement shall be valid or effective, unless in writing and
signed by or on behalf of the parties hereto.

   
                  15. Waiver. No course of dealing or omission or delay on the
part of either party hereto in asserting or exercising any right hereunder shall
constitute or operate as a waiver of any such right. No waiver of any provision
hereof shall be effective, unless in writing and signed by or on behalf of the
party to be charged therewith. No waiver shall be deemed a continuing waiver or
waiver in respect of any other or subsequent breach or default, unless expressly
so stated in writing.

   

                  16. Applicable Law. This agreement shall be governed by, and
interpreted and enforced in accordance with, the laws of the State of New York
without regard to principles of choice of law or conflict of laws.

    
   
                  17. Jurisdiction. Each of the parties hereto hereby
irrevocably consents and submits to the exclusive jurisdiction of the Supreme
Court of the State of New York and the United States District Court for the
Southern District of New York in connection with any suit, action or other
proceeding arising out of or relating to this agreement or the transactions
contemplated hereby, waives any objection to venue in the County of New York,
State of New York, or such District and agrees that service of any summons,
complaint, notice or other process relating to such suit, action or other
proceeding may be effected in the manner provided by clause (ii) of Section 13.

                  18. Remedies. In the event of any actual or prospective breach
or default by either party hereto, the other party shall be entitled to
equitable relief, including remedies in the nature of rescission, injunction and
specific performance. All remedies hereunder are cumulative and not exclusive,
and nothing herein shall be deemed to prohibit or limit either party from
pursuing any other remedy or relief available at law or in equity for such
actual or prospective breach or default, including the recovery of damages.

                  19. Attorneys' Fees. The prevailing party in any suit, action
or other proceeding arising out of or relating to this agreement or the
transactions contemplated hereby, shall be entitled to recover its costs and
reasonable attorneys' fees.

                  20. Severability. The provisions hereof are severable and in
the event that any provision of this Agreement shall be determined to be invalid
or unenforceable in any respect by a court of competent jurisdiction, the
remaining provisions hereof shall not be affected, but shall, subject to the
discretion of such court, remain in full force and effect, and any invalid or
unenforceable provision shall be deemed, without further action on the part of
the parties hereto, amended and limited to the extent necessary to render the
same valid and enforceable.

                                      -33-
   34
   
                  21. Counterparts. This agreement may be executed in
counterparts, each of which shall be deemed an original and which together shall
constitute one and the same agreement.

                  22. Successors. This agreement shall inure to the benefit of
and be binding upon the Underwriters, the Company and their respective
successors and assigns. Nothing expressed or mentioned in this agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this agreement, or any provisions
herein contained, this agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that (i) the indemnities of the
Company contained in section 8 of this agreement shall also be for the benefit
of any person or persons who control any Underwriter within the meaning of
section 15 of the Act or section 20 of the Exchange Act and (ii) the indemnities
of the Underwriters contained in section 8 of this agreement shall also be for
the benefit of the directors of the Company, the officers of the Company who
have signed the Registration Statement and any person or persons who control the
Company within the meaning of section 15 of the Act or section 20 of the
Exchange Act. No purchaser of Securities from the Underwriters shall be deemed a
successor because of such purchase.

                  23. Titles and Captions. The titles and captions of the
articles and sections of this agreement are for convenience of reference only
and do not in any way define or interpret the intent of the parties or modify or
otherwise affect any of the provisions hereof.

                  24. Grammatical Conventions. Whenever the context so requires,
each pronoun or verb used herein shall be construed in the singular or the
plural sense and each capitalized term defined herein and each pronoun used
herein shall be construed in the masculine, feminine or neuter sense.

                  25. References. The terms "herein," "hereto," "hereof,"
"hereby," and "hereafter," and other terms of similar import, refer to this
Agreement as a whole, and not to any Article, Section or other part hereof.

                  26. Entire Agreement. This Agreement embodies the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes any prior agreement, commitment or arrangement relating thereto.

                                       -34
   35
   
                  If the foregoing correctly sets forth our understanding,
please indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter shall constitute an agreement binding the Company
and the Underwriters.

                                  Very truly yours,

                                  INTEGRATED SURGICAL SYSTEMS, INC.

                                  By:__________________________________________
                                     Name: Ramesh Trivedi
                                     Title:   President and Chief Executive 
                                              Officer

The foregoing agreement is hereby confirmed and accepted as of the date first
above written.

RICKEL & ASSOCIATES, INC.

By:___________________________
   Name: Gregg Smith
   Title:   Managing Director

AEGIS CAPITAL CORP.

By:___________________________
   Name:
   Title:

                                      -35-
   36
   
                                   Schedule I

                                                                               Number of
Underwriter                              Number of Shares                      Redeemable Warrants
Rickel & Associates, Inc.

Aegis Capital Corp.
                                                                                  
                       Total:               1,500,000                             1,500,000

                                      -36
   1
                                                                    Exhibit 4.1

          NO SALE OR TRANSFER OF THIS WARRANT OR THE SECURITIES UNDERLYING THIS
          WARRANT MAY BE MADE UNTIL THE EFFECTIVENESS OF A REGISTRATION
          STATEMENT OR OF A POST-EFFECTIVE AMENDMENT THERETO UNDER THE
          SECURITIES ACT OF 1933 (THE "ACT"), COVERING THIS WARRANT OR THE
          SECURITIES UNDERLYING THIS WARRANT, OR UNTIL THE COMPANY RECEIVES AN
          OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
          SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
          ACT. TRANSFER OF THIS WARRANT IS RESTRICTED UNDER PARAGRAPH 2 BELOW.

                   UNDERWRITERS' WARRANT TO PURCHASE
    
                 COMMON STOCK AND REDEEMABLE WARRANTS

                   INTEGRATED SURGICAL SYSTEMS, INC.
                       (A DELAWARE CORPORATION)

                       Dated: _______ ___, 1996

            THIS CERTIFIES THAT, for value received, Rickel & Associates, Inc.
(the "Representative") and Aegis Capital Corp. ("Aegis") (collectively, the
"Underwriters") or its registered assigns ( the Underwriters and any such
registered assign, a "Holder") are the owners of this warrant (the
"Underwriters' Warrant") to purchase from Integrated Surgical Systems, Inc., a
Delaware corporation (the "Company"), during the period and at the prices
hereinafter specified, up to
    
   2
150,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), and up to 150,000 redeemable common stock purchase warrants
(the "Warrants" and, together with the Common Stock, the "Securities"). Aegis
may purchase up to a maximum of 40,000 Securities.

            This Underwriters' Warrant is issued pursuant to an Underwriting
Agreement dated _______ ___, 1996 between the Company and the Underwriters in
connection with a public offering through the Underwriters (the "Public
Offering") of (i) 1,500,000 shares of Common Stock and 1,500,000 warrants, and
(ii) pursuant to this Underwriters' over-allotment option (the "Over-allotment
Option") , an additional 225,000 shares of Common Stock and 225,000 warrants
(collectively, the warrants to purchase such _________ shares and the warrants
issuable upon exercisable upon exercise of this Warrant are called the
"Warrants"). The Warrants will be issued pursuant to, and subject to the terms
and conditions set forth in, an agreement between the Company, the Underwriters
and American Stock Transfer & Trust Company (the "Warrant Agreement").

            1.    Exercise of the  Underwriters' Warrant.

            (a) The rights represented by this Underwriters' Warrant shall be
exercisable at the prices and during the period specified below, upon the terms
and subject to the conditions as set forth herein:
[/R]

                  (i) During the period from _______ ___, 1996 to _______ ___,
1997, inclusive, the Holder shall have no right to purchase any Securities
hereunder.

                                   2
   3
   
                  (ii) Between _______ ___, 1997 and _______ ___, 2001,
inclusive, the Holder shall have the option to purchase 150,000 shares of Common
Stock and 150,000 Warrants hereunder at a price of $9.90 per share and $.165 per
Warrant, respectively, the purchase price of the Common Stock and the Warrants
being 165% of the public offering prices for the Securities set forth in the
Prospectus forming a part of the registration statement on Form SB-2 (File No.
333-9207) of the Company, as amended (the "Registration Statement").

                  (iii) After _______ ___, 2001, the Holder shall have no right
to purchase any Securities hereunder and this Underwriters' Warrant shall expire
effective at 5:00 p.m., New York time on such date.

            (b) The rights represented by this Underwriters' Warrant may be
exercised at any time within the period above specified, in whole or in part, by
(i) the surrender of this Underwriters' Warrant (with the purchase form at the
end hereof properly executed) at the principal executive office of the Company
(or such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company); (ii) payment to the Company of the exercise price then in effect for
the number of shares of Common Stock and Warrants specified in the
above-mentioned purchase form together with applicable stock transfer taxes, if
any; and (iii) delivery to the Company of a duly executed agreement signed by
the person(s) designated in the purchase form to the effect that such person(s)
agree(s) to be bound by the provisions of Paragraph 5 and subparagraphs (b), (c)
and (d) of Paragraph 6 hereof. This Underwriters' Warrant shall be deemed to
have been exercised, in whole or in part to the extent specified, immediately
prior to the close of business on the date this Underwriters' Warrant is
surrendered

                                   3
   4
   
and payment is made in accordance with the foregoing provisions of this
Paragraph 1, and the person or persons in whose name or names the certificates
for the Securities shall be issuable upon such exercise shall become the holder
or holders of record of such Common Stock and Warrants at that time and date.
The Common Stock and Warrants so purchased shall be delivered to the Holder
within a reasonable time, not exceeding ten business days, after the rights
represented by this Underwriters' Warrant shall have been so exercised.

         2. Restrictions on Transfer. This Underwriters' Warrant shall not be
sold, transferred, assigned, pledged or hypothecated for a period of one year
commencing on _______ ___, 1996, except that it may be transferred to successors
of the Holder, and may be assigned in whole or in part to any person who is an
officer of the Underwriters or a partner, officer of any other member of the
selling group during such period. Any such assignment shall be effected by the
Holder by (i) completing and executing the transfer form at the end hereof and
(ii) surrendering this Underwriters' Warrant with such duly completed and
executed transfer form for cancellation, accompanied by funds sufficient to pay
any transfer tax, at the office or agency of the Company referred to in
Paragraph 1 hereof, accompanied by a certificate (signed by a duly authorized
representative of the Holder) , stating that each transferee is a permitted
transferee under this Paragraph 2; whereupon the Company shall issue, in the
name or names specified by the Holder, a new Underwriters' Warrant or
Underwriters' Warrants of like tenor and representing in the aggregate rights to
purchase the same number of Securities as are then purchasable hereunder. The
Holder acknowledges that this Underwriters' Warrant may not be offered or sold
except

                                        4
   5
pursuant to an effective registration statement under the Act or an opinion of
counsel satisfactory to the Company that an exemption from registration under
the Act is available.

         3. Covenants of the Company.

         (a) The Company covenants and agrees that all Common Stock issuable
upon the exercise of this Underwriters' Warrant will, upon issuance thereof and
payment therefor in accordance with the terms hereof, and all Common Stock
issuable upon exercise of the Warrants underlying this Underwriters' Warrant
will, upon the issuance thereof and payment therefor in accordance with the
terms of the Warrant Agreement, be duly and validly issued, fully paid and
nonassessable and no personal liability will attach to the Holder thereof by
reason of being such a Holder, other than as set forth herein.

         (b) The Company covenants and agrees that during the period within
which this Underwriters' Warrant may be exercised, the Company will at all times
have authorized and reserved a sufficient number of shares of Common Stock to
provide for the exercise of this Underwriters' Warrant and the Warrants included
therein.

         (c) The Company covenants and agrees that for so long as the Securities
shall be outstanding (unless the Securities shall no longer be registered under
Paragraph 12(b) or 12(g) of the Securities Exchange Act of 1934) the Company
shall use its best efforts to cause all shares of Common Stock issuable upon the
exercise of the Underwriters' Warrant and the Warrants included therein, to be
included on the Nasdaq Stock Market or listed on a national securities exchange.

         4. No Rights as Stockholder. This Underwriters' Warrant shall not
entitle the Holder to any voting rights or other rights as a stockholder of the
Company, either

                                        5
   6
   
at law or in equity, and the rights of the Holder are limited to those expressed
in this Underwriters' Warrant and are not enforceable against the Company except
to the extent set forth herein.

         5. Registration Rights.

         (a) During the period of four years from _______ ___, 1997, the Company
shall advise the Holder, whether the Holder holds this Underwriters' Warrant or
has exercised this Underwriters' Warrant and holds Common Stock and Warrants, or
Common Stock underlying the Warrants (the "Warrant Shares") , by written notice
at least 30 days prior to the filing of any post-effective amendment to the
Registration Statement or of any new registration statement or post-effective
amendment thereto under the Act, covering any securities of the Company, for its
own account or for the account of others, and upon the request of the Holder
made during such four-year period, include in any such post-effective amendment
or registration statement such information as may be required to permit a public
offering of any of the Common Stock or Warrants issuable hereunder, and/or the
Warrant Shares (the "Registrable Securities"); provided, that this Paragraph
5(a) shall not apply to any registration statement filed pursuant to Paragraph 
5(b) hereof or to registrations of shares in connection with an employee benefit
plan or a merger, consolidation or other comparable acquisition or solely for
registration of non-convertible debt or preferred equity securities of the
Company; and provided, further, that, notwithstanding the foregoing, the Holder
shall have no right to include any Registrable Securities in any new
registration statement or post-effective amendment thereto unless as of the
effective date thereof the Registration Statement (as it may hereafter be
amended or supplemented) or any new registration statement under which the
Registrable Securities are registered shall have ceased

                                        6
   7
to be effective or the prospectus contained in such Registration Statement shall
have ceased to be current. The Company shall supply prospectuses in order to
facilitate the public sale or other disposition of the Registrable Securities,
use its best efforts to register and qualify any of the Registrable Securities
for sale in such states in which the Common Stock and Warrants are offered and
sold in the Public Offering as such Holder reasonably designates, furnish
indemnification in the manner provided in Paragraph 6 hereof, and do any and all
other acts and things which may be necessary to enable such Holder to consummate
the public sale of the Registrable Securities; provided, that, without limiting
the foregoing, the Company shall not be obligated to execute or file any general
consent to service of process or to qualify as a foreign corporation to do
business under the laws of any such jurisdiction. The Holder shall furnish
information reasonably requested by the Company in accordance with such
post-effective amendments or registration statements, including its intentions
with respect thereto, and shall furnish indemnification as set forth in
Paragraph 6. The Company shall continue to advise the Holders of the Registrable
Securities of its intention to file a registration statement or amendment
pursuant to this Paragraph 5(a) until the earliest of (i) _______ ___, 2001; or
(ii) such time as all of the Registrable Securities have been registered and
sold under the Act; or (iii) such time as all of the Registrable Securities have
been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent public distribution of them shall not require registration or
qualification of them under the Act; or (iv) such time as in the opinion of
legal counsel for the Company, the Registrable Securities may be offered and
sold by the holders thereof without being registered under the Act

                                        7
   8
and such securities, upon receipt by the purchasers thereof pursuant to such
sale, will not constitute "restricted securities" as such term is defined in
Rule 144 under the Act.

         (b) If any 51% holder (as defined below) shall give notice to the
Company at any time during the four-year period beginning one year from _______
___, 1996 to the effect that such Holder desires to register under the Act any
Registrable Securities, under such circumstances that a public distribution
(within the meaning of the Act) of any such Registrable Securities will be
involved (and the Registration Statement or any new registration statement under
which such Registrable Securities are registered shall have ceased to be
effective or the Prospectus contained therein shall have ceased to be current) ,
then the Company will as promptly as practicable after receipt of such notice,
but not later than 30 days after receipt of such notice, at the Company's
option, file a post effective amendment to the current Registration Statement or
a new registration statement pursuant to the Act to the end that the Registrable
Securities may be publicly sold under the Act as promptly as practicable
thereafter and the Company will use its best efforts to cause such registration
to become and remain effective as provided herein (including the taking of such
steps as are reasonably necessary to obtain the removal of any stop order);
provided, that such 51% holder shall furnish the Company with appropriate
information in connection therewith as the Company may reasonably request; and
provided, further, that the Company shall not be required to file such a
post-effective amendment or registration statement pursuant to this Paragraph
5(b) on more than two occasions; and provided, further, that the registration
rights of the 51% holder under this Paragraph 5(b) shall be subject to the
"piggyback" registration rights of other holders of securities of the Company to
include such securities in any registration statement or post-effective
amendment filed pursuant to this Paragraph 5(b). The

                                        8
   9
Company will maintain such registration statement or post-effective amendment
current under the Act for a period of at least nine months from the effective
date thereof. The Company shall supply prospectuses in order to facilitate the
public sale of the Registrable Securities, use its best efforts to register and
qualify any of the Registrable Securities for sale in such states in which the
Common Stock and Warrants are offered and sold in the Public Offering as such
holder reasonably designates and furnish indemnification in the manner provided
in Paragraph 6 hereof, provided that, without limiting the foregoing, the
Company shall not be obligated to execute or file any general consent to service
of process or to qualify as a foreign corporation to do business under the laws
of any such jurisdiction.

         (c) The Holder may, in accordance with Paragraphs 5(a) or (b), at his
or its option, and subject to the limitations set forth in Paragraph 1(a)
hereof, request the registration of any of the Registrable Securities in a
filing made by the Company prior to the acquisition of the Securities upon
exercise of this Underwriters' Warrant. The Holder may thereafter exercise this
Underwriters' Warrant at any time or from time to time subsequent to the
effectiveness under the Act of the registration statement which relates to the
Common Stock underlying the Underwriters' Warrants and Warrants included
therein.

         (d) The term "51% holder," as used in this Paragraph 5, shall include
any owner or combination of owners of Underwriters' Warrants or Registrable
Securities if the aggregate number of shares of Common Stock and Warrant Shares
included in and underlying the Underwriters' Warrants and Registrable Securities
held of record by it or them, would constitute a majority of the aggregate of
such shares of Common Stock and

                                        9
   10
   
Warrant Shares underlying the Underwriters' Warrant and Registrable Securities
as of the date of the initial issuance of the Underwriters' Warrant.

         (e) The following provisions of this Paragraph 5 shall also be
applicable:

             (i) Within ten (10) days after receiving any notice pursuant to
Paragraph 5(b), the Company shall give notice to the other Holders of
Underwriters' Warrants or Registrable Securities, advising that the Company is
proceeding with such post-effective amendment or registration and offering to
include therein the Registrable Securities of such other Holders, provided that
they shall furnish the Company with all information in connection therewith as
shall be necessary or appropriate and as the Company shall reasonably request in
writing. Following the effective date of such post-effective amendment or
registration statement, the Company shall, upon the request of any Holder of
Registrable Securities, forthwith supply such number of prospectuses meeting the
requirements of the Act, as shall be reasonably requested by such Holder. The
Company shall use its best efforts to qualify the Registrable Securities for
sale in such states in which the Common Stock and Warrants are offered and sold
in the Public Offering as the 51% holder shall reasonably designate at such
times as the registration statement is effective under the Act; provided, that,
without limiting the foregoing, the Company shall not be obligated to execute or
file any general consent to service of process or to qualify as a foreign
corporation to do business under the laws of any such jurisdiction.

             (ii) The Company shall bear the entire cost and expense of any
registration of securities initiated by it under Paragraph 5(a) hereof
notwithstanding that the Registrable Securities subject to this Underwriters'
Warrant may be included in any

                                       10
   11
such registration. The Company shall also comply with the one request for
registration made by the 51% holder pursuant to Paragraph 5(b) hereof at the
Company's own expense and without charge to any holder of the Registrable
Securities, but the expenses of registration pursuant to the second request, if
any, for registration pursuant to Paragraph 5(b) shall be borne by the Company
and the Holders of Registrable Securities included therein in proportion to the
aggregate offering prices of the securities being offered by the Company
included therein and the aggregate offering price of the Registrable Securities
included therein. Notwithstanding the foregoing, any Holder whose Registrable
Securities are included in any such registration statement pursuant to this
Paragraph 5 shall, however, bear the fees of any counsel retained by him and any
transfer taxes or underwriting discounts or commissions applicable to the
Registrable Securities sold by him pursuant thereto and, in the case of a
registration pursuant to Paragraph 5(a) hereof, any additional registration or
"blue sky" or state securities fees attributable to the registration or
qualification of such Holder's Registrable Securities.

             (iii) If the underwriter or managing underwriter in any
underwritten offering made pursuant to Paragraph 5(a) hereof shall advise the
Company that it declines to include a portion or all of the Registrable
Securities requested by the Holders to be included in the registration
statement, then distribution of all or a specified portion of the Registrable
Securities shall be excluded from such registration statement (in case of an
exclusion as to a portion of such Registrable Securities, such portion to be
allocated among such Holders in proportion to the respective numbers of
Registrable Securities requested to be registered by each such Holder). In such
event the Company shall give the Holder prompt notice of the number of
Registrable Securities excluded. Further, in such event the Company shall,
commencing six months after the

                                       11
   12
completion of such underwritten offering, file and use its best efforts to have
declared effective, at its sole expense (subject to the last sentence of
Paragraph 5(a)(ii)), a registration statement relating to such excluded
securities.

             (iv) Notwithstanding anything to the contrary contained herein, the
Company shall have the right at any time after it shall have given written
notice pursuant to Paragraph 5(a) or 5(b) (irrespective of whether a written
request for inclusion of any Registrable Securities shall have been made) to
elect not to file or to delay any such proposed registration statement or post
effective amendment thereto, or to withdraw the same after the filing but prior
to the effective date thereof. In addition, the Company may delay the filing of
any registration statement or post effective amendment requested pursuant to
Paragraph 5(b) hereof by not more than 120 days if the Company, prior to the
time it would otherwise have been required to file such registration statement
or post-effective amendment thereto, determines in good faith that the filing of
the registration statement would require the disclosure of non-public material
information that, in its judgment, would be detrimental to the Company if so
disclosed or would otherwise adversely affect a financing, acquisition,
disposition, merger or other material transaction.

             (v) If a registration pursuant to Paragraph 5(a) hereof involves an
underwritten offering, the Company shall have the right to select the investment
banker or investment bankers and manager or managers that will serve as
underwriters with respect to the underwritten offering. No Holder of Registrable
Securities may participate in any underwritten offering under this Agreement
unless such Holder completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwritten offering, in each case, in the form and
upon terms reasonably

                                       12
   13
acceptable to the Company and the underwriters. The requested registration
pursuant to Paragraph 5 (b) hereof shall not involve an underwritten offering
unless the Company shall first give its written approval of each underwriter
that participates in the offering, such approval not to be unreasonably
withheld.

             6.  Indemnification.

             (a) Whenever pursuant to Paragraph 5, a registration statement
relating to any Registrable Securities is filed under the Act, amended or
supplemented, the Company will indemnify and hold harmless each Holder of the
Registrable Securities covered by such registration statement, amendment or
supplement (such holder hereinafter referred to as the "Distributing Holder"),
each person, if any, who controls (within the meaning of the Act) the
Distributing Holder, and each officer, employee, partner or agent of the
Distributing Holder, if the Distributing Holder is a broker or dealer, and each
underwriter (within the meaning of the Act) of such securities and each person,
if any, who controls (within the meaning of the Act) any such underwriter and
each officer, employee, agent or partner of such underwriter against any losses,
claims, damages or liabilities, joint or several, to which the Distributing
Holder, any such underwriter or any other person may become subject under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any such
registration statement or any preliminary prospectus or final prospectus
constituting a part thereof or any amendment or supplement thereto, or arise out
of or are based upon the omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which such statements were made, not misleading; and
will

                                       13
   14
   
reimburse the Distributing Holder and each such underwriter or such other person
for any legal or other expenses reasonably incurred by the Distributing Holder,
or Underwriters or such other person, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case (i) to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, such preliminary prospectus, such final prospectus
or such amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder, any other Distributing Holder
or any such underwriter for use in the preparation thereof, or (ii) such losses,
claims, damages or liabilities arise out of or are based upon any actual or
alleged untrue statement or omission made in or from any preliminary prospectus,
but corrected in the final prospectus, as amended or supplemented.

             (b) Whenever pursuant to Paragraph 5 a registration statement
relating to the Registrable Securities is filed under the Act, or is amended or
supplemented, the Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed such
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses, claims, damages or liabilities to which the Company or any such
director, officer or controlling person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue or alleged untrue
statement of any material fact contained in any such registration statement or
any preliminary prospectus or final prospectus constituting a part thereof, or
any amendment or

                                       14
   15
supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such registration
statement, such preliminary prospectus, such final prospectus or such amendment
or supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder for use in the preparation thereof; and
will reimburse the Company or any such director, officer or controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.

             (c) Promptly after receipt by an indemnified party under this
Paragraph 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof; but the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Paragraph 6.

             (d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Paragraph 6 for any legal or other expenses subsequently incurred by

                                       15
   16
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation.

             7.  Adjustments of Warrant Price and Number of Shares of Common
                 Stock.

             (a) Computation of Adjusted Price. Except as hereinafter provided,
in case the Company shall, at any time after the date of closing of the sale of
securities pursuant to the Public Offering (the "Closing Date"), issue or sell
any shares of Common Stock (other than the issuances or sales referred to in
Paragraph 7(f) hereof), including shares held in the Company's treasury and
shares of Common Stock issued upon the exercise of any options, rights or
warrants to subscribe for shares of Common Stock (other than the issuances or
sales of Common Stock pursuant to rights to subscribe for such Common Stock
distributed pursuant to Paragraph 7(j) hereof) and shares of Common Stock issued
upon the direct or indirect conversion or exchange of securities for shares of
Common Stock, for a consideration per share less than both the "Market Price"
(as defined in Paragraph 7 (a)(vi) hereof) per share of Common Stock on the
trading day immediately preceding such issuance or sale and the Underwriters'
Warrant Price (as defined below) in effect immediately prior to such issuance or
sale, or without consideration, then forthwith upon such issuance or sale, the
Underwriters' Warrant Price in respect of the Common Stock issuable upon
exercise of this Underwriters' Warrant (but not the exercise price of the
Warrants issuable upon exercise of this Underwriters' Warrant, which shall be
adjusted only in accordance with the Warrant Agreement) shall (until another
such issuance or sale) be reduced to the price (calculated to the nearest full
cent) determined by multiplying the Underwriters' Warrant Price in effect
immediately

                                       16
   17
   
prior to such issuance or sale by a fraction, the numerator of which shall be
the sum of (1) the number of shares of Common Stock outstanding immediately
prior to such issuance or sale multiplied by the Underwriters' Warrant Price
immediately prior to such issuance or sale plus (2) the consideration received
by the Company upon such issuance or sale, and the denominator of which shall be
the product of (x) the total number of shares of Common Stock outstanding
immediately after such issuance or sale, multiplied by (y) the Underwriters'
Warrant Price immediately prior to such issuance or sale; provided, however,
that in no event shall the Underwriters' Warrant Price be adjusted pursuant to
this computation to an amount in excess of the Underwriters' Warrant Price in
effect immediately prior to such computation, except in the case of a
combination of outstanding shares of Common Stock, as provided by Paragraph 7(c)
hereof. For the purposes of this Paragraph 7, the term "Underwriters' Warrant
Price" shall mean the exercise price per share of Common Stock issuable upon
exercise of the Underwriters' Warrant (initially $7.00 per share), as adjusted
from time to time pursuant to the provisions of this Paragraph 7.

         For the purposes of any computation to be made in accordance with this
Paragraph 7(a), the following provisions shall be applicable:

             (i) In case of the issuance or sale of shares of Common Stock for a
consideration part or all of which shall be cash, the amount of the cash
consideration therefor shall be deemed to be the amount of cash received by the
Company for such shares (or, if shares of Common Stock are offered by the
Company for subscription, the subscription price, or, if such securities shall
be sold to underwriters or dealers for public offering without a subscription
offering, the public offering price) before deducting therefrom any compensation
paid or discount

                                       17
   18
allowed in the sale, underwriting or purchase thereof by underwriters or dealers
or others performing similar services, or any expenses incurred in connection
therewith.

             (ii)  In case of the issuance or sale (otherwise than as a dividend
or other distribution on any stock of the Company) of shares of Common Stock for
a consideration part or all of which shall be other than cash, the amount of the
consideration therefor other than cash shall be deemed to be the value of such
consideration as determined in good faith by the Board of Directors of the
Company.

             (iii) Shares of Common Stock issuable by way of dividend or other
distribution on any stock of the Company shall be deemed to have been issued
immediately after the opening of business on the day following the record date
for the determination of stockholders entitled to receive such dividend or other
distribution and shall be deemed to have been issued without consideration.

             (iv)  The reclassification of securities of the Company other than
shares of Common Stock into securities including shares of Common Stock shall be
deemed to involve the issuance of such shares of Common Stock for a
consideration other than cash immediately prior to the close of business on the
date fixed for the determination of security holders entitled to receive such
shares, and the value of the consideration allocable to such shares of Common
Stock shall be determined as provided in subparagraph (ii) of this Paragraph
7(a).

             (v)   The number of shares of Common Stock at any one time
outstanding shall include the aggregate number of shares issued or issuable upon
the exercise of options, rights or warrants and upon the conversion or exchange
of convertible or exchangeable securities.

                                       18
   19
             (vi) As used herein, the phrase "Market Price" at any date shall be
deemed to be the average of the last reported sale price, or, in case no such
reported sale takes place on such day, the average of the last reported sale
prices for the last three trading days, in either case as officially reported by
the principal securities exchange on which the Common Stock is listed or
admitted to trading or as reported in the Nasdaq Stock Market, or, if the Common
Stock is not listed or admitted to trading on any national securities exchange
or quoted on the Nasdaq Stock Market, the closing bid quotation as furnished by
the National Association of Securities Dealers, Inc. through Nasdaq or a similar
organization if Nasdaq is no longer reporting such information, or if the Common
Stock is not quoted on Nasdaq, as determined in good faith by resolution of the
Board of Directors of the Company, based on the best information available to it
for the day immediately preceding such issuance or sale, the day of such
issuance or sale and the day immediately after such issuance or sale. If the
Common Stock is listed or admitted to trading on a national securities exchange
and also quoted on the Nasdaq Stock Market, the Market Price shall be determined
as hereinabove provided by reference to the prices reported in the Nasdaq Stock
Market; provided that if the Common Stock is listed or admitted to trading on
the New York Stock Exchange, the Market Price shall be determined as hereinabove
provided by reference to the prices reported by such exchange.

         (b) Options, Rights, Warrants and Convertible and Exchangeable
Securities. Except in the case of the Company issuing rights to subscribe for
shares of Common Stock distributed pursuant to Paragraph 7(j) hereof, if the
Company shall at any time after the Closing Date issue options, rights or
warrants to subscribe for shares of Common Stock, or issue any securities
convertible into or exchangeable for shares of Common Stock, in each case other
than

                                       19
   20
   
the issuances or sales referred to in Paragraph 7(f) hereof, (i) for a
consideration per share less than the lesser of (a) the Underwriters' Warrant
Price in effect immediately prior to the issuance of such options, rights or
warrants, or such convertible or exchangeable securities, or (b) the Market
Price on the trading day immediately preceding such issuance, or (ii) without
consideration, the Underwriters' Warrant Price in effect immediately prior to
the issuance of such options, rights or warrants, or such convertible or
exchangeable securities, as the case may be, shall be reduced to a price
determined by making a computation in accordance with the provisions of
Paragraph 7(a) hereof, provided that:

             (i) The aggregate maximum number of shares of Common Stock, as the
case may be, issuable under all the outstanding options, rights or warrants
shall be deemed to be issued and outstanding at the time all the outstanding
options, rights or warrants were issued, and for a consideration equal to the
minimum purchase price per share provided for in the options, rights or warrants
at the time of issuance, plus the consideration (determined in the same manner
as consideration received on the issue or sale of shares in accordance with the
terms of Paragraph 7(a) hereof), if any, received by the Company for the
options, rights or warrants, and if no minimum purchase price is provided in the
options, rights or warrants, then the minimum purchase price shall be equal to
zero; provided, however, that upon the expiration or other termination of the
options, rights or warrants, if any thereof shall not have been exercised, the
number of shares of Common Stock deemed to be issued and outstanding pursuant to
this subparagraph (b) (and for the purposes of subparagraph (v) of Paragraph
7(a) hereof) shall be reduced by such number of shares as to which options,
warrants and/or rights shall have expired or terminated unexercised, and such
number of shares shall no longer be deemed to be issued and outstanding, and the

                                       20
   21
Warrant Price then in effect shall forthwith be readjusted and thereafter be the
price which it would have been had adjustment been made on the basis of the
issuance only of shares actually issued or issuable upon the exercise of those
options, rights or warrants as to which the exercise rights shall not have
expired or terminated unexercised.

             (ii) The aggregate maximum number of shares of Common Stock
issuable upon conversion or exchange of any convertible or exchangeable
securities shall be deemed to be issued and outstanding at the time of issuance
of such securities, and for a consideration equal to the consideration
(determined in the same manner as consideration received on the issue or sale of
shares of Common Stock in accordance with the terms of Paragraph 7 (a) hereof)
received by the Company for such securities, plus the minimum consideration, if
any, receivable by the Company upon the conversion or exchange thereof;
provided, however, that upon the expiration or other termination of the right to
convert or exchange such convertible or exchangeable securities (whether by
reason of redemption or otherwise), the number of shares deemed to be issued and
outstanding pursuant to this subparagraph (ii) (and for the purpose of
subparagraph (v) of Paragraph 7(a) hereof) shall be reduced by such number of
shares as to which the conversion or exchange rights shall have expired or
terminated unexercised, and such number of shares shall no longer be deemed to
be issued and outstanding, and the Warrant Price then in effect shall forthwith
be readjusted and thereafter be the price which it would have been had
adjustment been made on the basis of the issuance only of the shares actually
issued or issuable upon the conversion or exchange of those convertible or
exchangeable securities as to which the conversion or exchange rights shall not
have expired or terminated unexercised. No adjustment will be made pursuant to
this subparagraph (ii) upon the issuance by the Company of any

                                       21
   22
convertible or exchangeable securities pursuant to the exercise of any option,
right or warrant exercisable therefor, to the extent that adjustments in respect
of such options, rights or warrants were previously made pursuant to the
provisions of subparagraph (i) of this subparagraph 7(b).

             (iii) If any change shall occur in the price per share provided for
in any of the options, rights or warrants referred to in subparagraph (i) of
this Paragraph 7 (b) , or in the price per share at which the securities
referred to in subparagraph (ii) of this Paragraph 7 (b) are convertible or
exchangeable, or if any such options, rights or warrants are exercised at a
price greater than the minimum purchase price provided for in such options,
rights or warrants, or any such securities are converted or exercised for more
than the minimum consideration receivable by the Company upon such conversion or
exchange, the options, rights or warrants or conversion or exchange rights, as
the case may be, shall be deemed to have expired or terminated on the date when
such price change became effective in respect of shares not theretofore issued
pursuant to the exercise or conversion or exchange thereof, and the Company
shall be deemed to have issued upon such date new options, rights or warrants or
convertible or exchangeable securities at the new price with respect of the
number of shares issuable upon the exercise of such options, rights or warrants
or the conversion or exchange of such convertible or exchangeable securities;
provided, however, that no adjustment shall be made pursuant to this
subparagraph (iii) with respect to any change in the price per share provided
for in any of the options, rights or warrants referred to in subparagraph (i) of
this Paragraph 7, or in the price per share at which the securities referred to
in subparagraph (ii) of this Paragraph 7(b) are convertible or exchangeable,
which change results from the application of the anti-dilution provisions
thereof in connection with an event for which, subject to subparagraph (iv) of
Paragraph 7(f), an adjustment to the Warrant

                                       22
   23
Price and the number of securities issuable upon exercise of the Warrants will
be required to be made pursuant to this Paragraph 7 and the Warrant Agreement,
respectively.

             (c) Subdivision and Combination. In case the Company shall at any
time after the Closing Date subdivide or combine the outstanding shares of
Common Stock, the Warrant Price shall forthwith be proportionately decreased in
the case of subdivision or increased in the case of combination.

             (d) Adjustment in Number of Shares. Upon each adjustment of the
Warrant Price pursuant to the provisions of this Paragraph 7, the number of
shares of Common Stock (but not the number of Warrants, which are subject to
adjustment as set forth in the Warrant Agreement) issuable upon the exercise of
the Underwriters' Warrant shall be adjusted to the nearest full whole number by
multiplying a number equal to the Underwriters' Warrant Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
issuable upon exercise of the Underwriters' Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Underwriters'
Warrant Price.

             (e) Reclassification, Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation (other
than a consolidation or merger which does not result in any reclassification or
change of the outstanding shares of Common Stock, except a change as a result of
a subdivision or combination of such shares or a change in par value, as
aforesaid), or in the case of a sale or

                                       23
   24
   
conveyance to another corporation of the property of the Company as an entirety,
the Holder shall thereafter have the right to purchase the kind and number of
shares of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance as if the
Holder were the owner of the shares of Common Stock underlying the Underwriters'
Warrant immediately prior to any such events (but not the shares of Common Stock
issuable upon exercise of any Warrants underlying the Underwriters' Warrant) at
a price equal to the product of (x) the number of shares issuable upon exercise
of the Underwriters' Warrant (but not the shares of Common Stock issuable upon
exercise of any Warrants underlying the Underwriters' Warrant) and (y) the
Warrant Price in effect immediately prior to the record date for such
reclassification, change, consolidation, merger, sale or conveyance as if such
Holder had exercised the Underwriters' Warrant.

         (f) No Adjustment of Warrant Price in Certain Cases. Notwithstanding
anything herein to the contrary, no adjustment of the Warrant Price shall be
made:

             (i)  Upon the issuance or sale of the Underwriters' Warrant, the
shares of Common Stock or Warrants issuable upon the exercise of the
Underwriters' Warrant or the shares of Common Stock issuable upon exercise of
the Warrants underlying the Underwriters' Warrant; or

             (ii) Upon the issuance or sale of (A) the shares of Common Stock or
Warrants issued by the Company in the Public Offering (including pursuant to the
Over-allotment Option) or other shares of Common Stock or warrants issued by the
Company upon

                                       24
   25
consummation of the Public Offering, or (B) the shares of Common Stock (or other
securities) issuable upon exercise of Warrants; or

             (iii) Upon (i) the issuance of options pursuant to the Company's
incentive stock option plan in effect on the date hereof or as hereafter amended
in accordance with the terms thereof or any other employee or executive stock
option plan approved by stockholders of the Company or the sale by the Company
of any shares of Common Stock pursuant to the exercise of any such options, or
(ii) the sale by the Company of any shares of Common Stock pursuant to the
exercise of any options or warrants issued and outstanding on the date of
closing of the sale of Common Stock and Warrants pursuant to the Public Offering
or (iii) the issuance or sale by the Company of any shares of Common Stock
pursuant to the Company's restricted stock plan in effect on the date hereof; or

             (iv)  If the amount of said adjustment shall be less than two cents
(2(cent)) per share of Common Stock.

         (g) Adjustment of Warrants Underlying Underwriters' Warrant. With
respect to the Warrants underlying the Underwriters' Warrant, the exercise price
of such Warrants and the number of shares of Common Stock purchasable pursuant
to such Warrants shall be automatically adjusted in accordance with the
applicable provisions of the Warrant Agreement, upon the occurrence, at any time
after the date hereof, of any of the events described in the Warrant Agreement
requiring such adjustment, with the same force and effect as if such Warrants
had been issued as of this date, whether or not such Warrants shall have been
exercised (or are exercisable) at the time of the occurrence of such event and
whether or not such Warrants shall be issued and outstanding at the time of the
occurrence of such event. Thereafter,

                                       25
   26
such Warrants shall be exercisable at such Warrant's adjusted exercise price for
such adjusted number of shares of Common Stock or other securities, properties
or rights as provided for in the Warrant Agreement.

         (h) Redemption of Underwriters' Warrant. Notwithstanding anything to
the contrary contained in this Agreement or elsewhere, the Underwriters' Warrant
cannot be redeemed by the Company under any circumstances.

         (i) Dividends and Other Distributions with Respect to Outstanding
Securities. In the event that the Company shall at any time after the Closing
Date and prior to the exercise and expiration of the Underwriters' Warrant
declare a dividend (other than a dividend consisting solely of shares of Common
Stock or a cash dividend or distribution payable out of current or retained
earnings) or otherwise distribute to the holders of Common Stock any monies,
assets, property, rights, evidences of indebtedness, securities (other than such
a cash dividend or distribution or dividend consisting solely of shares of
Common Stock), whether issued by the Company or by another person or entity, or
any other thing of value, the Holders of the unexercised Underwriters' Warrant
shall thereafter be entitled, in addition to the shares of Common Stock or other
securities receivable upon the exercise thereof, to receive, upon the exercise
of such Underwriters' Warrant, the same monies, property, assets, rights,
evidences of indebtedness, securities or any other thing of value that they
would have been entitled to receive at the time of such dividend or distribution
as if the Holders were the owners of the shares of Common Stock underlying the
Underwriters' Warrant (but not the shares of Common Stock issuable upon exercise
of any Warrants underlying the Underwriters' Warrant). At the time of any such
dividend or distribution, the Company shall

                                       26
   27
make appropriate reserves to ensure the timely performance of the provisions of
this Paragraph 7(i).

         (j) Subscription Rights for Shares of Common Stock or Other Securities.
In case the Company or an affiliate of the Company shall at any time after the
date hereof and prior to the exercise of the Underwriters' Warrant in full issue
any rights to subscribe for shares of Common Stock or any other securities of
the Company or of such affiliate to all the holders of Common Stock, the Holders
of the unexercised Underwriters' Warrant shall be entitled, in addition to the
shares of Common Stock or other securities receivable upon the exercise of the
Underwriters' Warrant, to receive such rights at the time such rights are
distributed to the other stockholders of the Company but only to the extent of
the number of shares of Common Stock, if any, for which the Underwriters'
Warrant remains exercisable other than shares of Common Stock issuable upon
exercise of the Warrants underlying Underwriters' Warrant.

         (k) Notice in Event of Dissolution. In case of the dissolution,
liquidation or winding-up of the Company, all rights under the Underwriters'
Warrant shall terminate on a date fixed by the Company, such date to be no
earlier than ten (10) days prior to the effectiveness of such dissolution,
liquidation or winding-up and not later than five (5) days prior to such
effectiveness. Notice of such termination of purchase rights shall be given to
the registered Holders of the Underwriters' Warrant, as the same shall appear on
the books and records of the Company, by registered mail at least thirty (30)
days prior to such termination date.

                                       27
   28
         (l) Computations. The Company may retain a firm of independent public
accountants (who may be any such firm regularly employed by the Company) to make
any computation required under this Paragraph, and any certificate setting forth
such computation signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Paragraph 7.

         8.  Fractional Shares.

         (a) The Company shall not be required to issue fractions of shares of
Common Stock or fractional Warrants on the exercise of this Underwriters'
Warrant; provided, however, that if the Holder exercises the Underwriters'
Warrant in full, any fractional shares of Common Stock shall be eliminated by
rounding any fraction up to the nearest whole number of shares of Common Stock.

         (b) The Holder of this Underwriters' Warrant, by acceptance hereof,
expressly waives his right to receive any fractional share of Common Stock or
fractional Warrant upon exercise of this Underwriters' Warrant.

         9.  Redemption of Warrants Underlying the Underwriters' Warrant. The
Warrants underlying the Underwriters' Warrant are redeemable by the Company at a
redemption price of $.10 per Warrant, in whole or in part, commencing on the
first anniversary of the date hereof (or earlier with the consent of the
Representative) and prior to their expiration upon not less than thirty (30)
days' prior written notice to the holders of the Warrants; provided, that the
average closing bid quotation of the Common Stock as reported on The Nasdaq
Stock Market, if traded thereon, or if not traded thereon, the average closing
sale price if listed on a national securities exchange (or other

                                       28
   29
   
reporting system that provides last sales prices), has been at least 150% of the
then current Exercise Price for a period of 20 consecutive trading days ending
on the third day prior to the date on which the Company gives notice of
redemption. Any redemption in part shall be made pro rata to all Warrant
holders. The redemption notice shall be mailed to the holders of the Warrants at
their respective addresses appearing in the Warrant register. Holders of the
Warrants will have exercise rights until the close of business on the day
immediately preceding the date fixed for redemption (at which time this
Underwriters' Warrant shall no longer be exercisable for Warrants).

         10. Miscellaneous.

         (a) This Underwriters' Warrant shall be governed by and in accordance
with the laws of the State of New York without regard to the conflicts of law
principles thereof.

         (b) All notices, requests, consents and other communications hereunder
shall be made in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:
(i) if to a Holder, to the address of such Holder as shown on the books of the
Company, or (ii) if to the Company, 829 West Stadium Lane Sacramento, California
95834.

         (c) The Company and the Representative may from time to time supplement
or amend this Underwriters' Warrant without the approval of any other Holders in
order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any provisions herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the

                                       29
   30
   
Underwriters may deem necessary or desirable and which the Company and the
Underwriters deem not to materially adversely affect the interest of the
Holders.

         (d) All the covenants and provisions of this Underwriters' Warrant by
or for the benefit of the Company and the Holders shall bind and inure to the
benefit of their respective successors and assigns hereunder.

         (e) Nothing in this Underwriters' Warrant shall be construed to give to
any person or corporation other than the Company and the Underwriters and any
other registered Holder or Holders, any legal or equitable right, and this
Underwriters' Warrant shall be for the sole and exclusive benefit of the Company
and the Underwriters and any other Holder or Holders.

         (f) This Underwriters' Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.

         IN WITNESS WHEREOF, the Company has caused this Underwriters' Warrant
to be signed by its duly authorized officer and to be dated _______ ___,1996.

                                INTEGRATED SURGICAL SYSTEMS, INC.

                                By: ____________________________________________
                                    Name: Dr. Ramesh Trivedi
                                    Title: President and Chief Executive Officer

                                       30
   31
                                  PURCHASE FORM

   
         (To be signed only upon exercise of the Underwriters' Warrant)

             The undersigned, the Holder of the foregoing Underwriters' Warrant,
hereby irrevocably elects to exercise the purchase rights represented by such
Underwriters' Warrant for, and to purchase thereunder, _______ shares of Common
Stock and/or _______ Warrants of Integrated Surgical Systems, Inc. and herewith
makes payment of $_______________ therefor, and requests that the certificates
for Common Stock and/or Warrants be issued in the name(s) of, and delivered to
______________________________________________ whose addresses is (are)
______________________________________________________ and whose social security
or taxpayer identification number(s) is (are) _________________________.

Dated:______________________

____________________________

____________________________
      Address

____________________________
      Telephone

_________________

     Signature must conform in all respects to name of registered Holder.

                                      32

   32
                                  TRANSFER FORM

   
         (To be signed only upon transfer of the Underwriters' Warrant)

             For value received, the undersigned hereby sells, assigns, and
transfers unto __________________________ the right to purchase shares of Common
Stock and/or Warrants of Integrated Surgical Systems, Inc. represented by the
foregoing Underwriters' Warrant to the extent of ______________________________
shares of Common Stock and/or ___________ Warrants, and appoints
__________________________, attorney to transfer such rights on the books of
Integrated Surgical Systems, Inc., with full power of substitution in the
premises.

Dated:  _________________________

_________________________________
(name of holder)

_________________________________
Address

_________________________________

In the presence of:

_________________________________

_________________________________
   33

- ------------------ COMPARISON OF FOOTERS ------------------

- -FOOTER 1-
   
 120073-3 9/19/96

                                       34
   1
                                  EXHIBIT 4.2

                        INTEGRATED SURGICAL SYSTEMS, INC.
                             a Delaware corporation,

                            RICKEL & ASSOCIATES, INC.

                               AEGIS CAPITAL CORP.

                                       and

                       [NAME OF WARRANT & TRANSFER AGENT]
    
   2

            TABLE OF CONTENTS
   
Section                                                          Page
- -------                                                            ----
1.  Appointment of Warrant Agent..............................       1
2.  Form of Warrant...........................................       2
3.  Countersignature and Registration.........................       3
4.  Transfers and Exchanges...................................       4
5.  Exercise of Warrants; Payment of Warrant Solicitation Fee.       5
6.  Payment of Taxes..........................................       9
7.  Mutilated or Missing Warrants.............................       9
8.  Reservation of Common Stock...............................       9
9.  Adjustments of Warrant Price and Number of Securities.....      11
10. Fractional Interests......................................      21
11. Notices to Warrantholders.................................      21
12. Disposition of Proceeds on Exercise of Warrants...........      23
13. Redemption of Warrants....................................      23
14. Merger or Consolidation or Change of Name of Warrant Agent      24
15. Duties of Warrant Agent...................................      25
16. Change of Warrant Agent...................................      28
17. Identity of Transfer Agent................................      29
18. Notices...................................................      29
19. Supplements and Amendments................................      30
20. New York Contract.........................................      31
21. Benefits of this Agreement................................      31
22. Successors................................................      31

                                        i
   3
   
      WARRANT AGREEMENT, dated as of __________ ___, 1996, among Integrated
Surgical Systems, Inc., a Delaware corporation (the "Company"), Rickel &
Associates, Inc. ("Rickel" or the "Representative"), Aegis Capital Corp.
("Aegis") and [Name of Warrant & Transfer Agent], as warrant agent (the "Warrant
Agent").

      The Company proposes to issue and sell through an initial public offering
(the "IPO") underwritten by Rickel and Aegis (the "Underwriters"), an aggregate
of up to 1,500,000 shares of common stock, par value $.01 per share (the "Common
Stock") , and 1,500,000 redeemable Common Stock purchase warrants ("Warrants")
(of which Aegis may purchase up to a maximum of 500,000 shares of Common Stock
and 500,000 Warrants) and, pursuant to the Underwriters' overallotment option
(the "Over-allotment Option"), up to an additional 225,000 shares of Common
Stock and 225,000 Warrants. Pursuant to the Over-allotment Option, Aegis may
purchase a maximum of up to 50,000 shares of Common Stock and 50,000 Warrants;

      Each Warrant will entitle the holder to purchase one share of Common
Stock; 
   
In connection with the IPO the Company proposes to sell to the
Underwriters warrants (the "Underwriters' Warrant") to purchase up to 150,000
shares of Common Stock and up to 150,000 warrants (of which Aegis may purchase
up to 40,000 shares of Common Stock and 40,000 Warrants) (the "Underlying
Warrants");

      The Company desires the Warrant Agent to act on behalf of the Company, and
the Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange and exercise of the Warrants;

      THEREFORE, the parties hereto agree as follows:
   4
      Section 1. Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as Warrant Agent for the Company in accordance with the
instructions hereinafter set forth in this Agreement, and the Warrant Agent
hereby accepts such appointment.

      Upon the execution of this Agreement, certificates representing 1,500,000
Warrants to purchase up to an aggregate of 1,500,000 shares of Common Stock
(subject to modification and adjustment as provided in Section 9 hereof) shall
be executed by the Company and delivered to the Warrant Agent.

      Upon the exercise of the Overallotment Option, certificates representing
up to 225,000 Warrants to purchase up to an aggregate of 225,000 shares of
Common Stock (subject to modification and adjustment as provided in Section 9
hereof) shall be executed by the Company and delivered to the Warrant Agent.

      Upon exercise of the Underwriters' Warrant as provided therein,
certificates representing up to 150,000 Warrants to purchase up to an aggregate
of 150,000 shares of Common Stock (subject to modification and adjustment as
provided in Section 9 hereof) shall be executed by the Company and delivered to
the Warrant Agent.

      Section 2. Form of Warrant. The text of the Warrants and the form of
election to purchase Common Stock to be printed on the reverse thereof shall be
substantially as set forth in Exhibit A attached hereto (the provisions of which
are hereby incorporated herein) . All of the certificates for the Warrants may
have such letters, numbers or other marks of identification or designation and
such legends, summaries or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions

                                       2
   5
of this Agreement, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Warrants may be listed, or to conform to usage. Each
Warrant shall initially entitle the registered holder thereof to purchase one
share of Common Stock at a purchase price of seven dollars ($7.00) (as adjusted
as hereinafter provided, the "Warrant Price"), at any time during the period
(the "Exercise Period") commencing on __________ __, 1997, the first anniversary
of the date of the Company's prospectus (the "Prospectus") pursuant to which the
Warrants are being sold in the IPO) and expiring at 5:00 p.m. New York time, on
__________ __, 2001 (the fifth anniversary of the date of the Prospectus). The
Warrant Price and the number of shares of Common Stock issuable upon exercise of
the Warrants are subject to adjustment upon the occurrence of certain events,
all as hereinafter provided. The Warrants shall be executed on behalf of the
Company by the manual or facsimile signature of the present or any future
President or Vice President of the Company, and attested to by the manual or
facsimile signature of the present or any future Secretary or Assistant
Secretary of the Company.

      Warrants shall be dated as of the date of issuance by the Warrant Agent
either upon initial issuance or upon transfer or exchange.

      In the event the aforesaid expiration date of the Warrants falls on a day
that is not a business day, then the Warrants shall expire at 5:00 p.m. New York
time on the next succeeding business day. For purposes hereof, the term
"business day" shall mean any day other than a Saturday, Sunday or a day on
which banking institutions in New York City, New York, are authorized or
obligated by law to be closed.

                                       3
   6
      Section 3. Countersignature and Registration. The Warrant Agent shall
maintain books for the transfer and registration of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof. The Warrants shall be
countersigned manually or by facsimile by the Warrant Agent (or by any successor
to the Warrant Agent then acting as warrant agent under this Agreement) and
shall not be valid for any purpose unless so countersigned. The Warrants may,
however, be so countersigned by the Warrant Agent (or by its successor as
Warrant Agent) and be delivered by the Warrant Agent, notwithstanding that the
persons whose manual or facsimile signatures appear thereon as proper officers
of the Company shall have ceased to be such officers at the time of such
countersignature or delivery.

      Section 4. Transfers and Exchanges. The Warrant Agent shall transfer, from
time to time, any outstanding Warrants upon the books to be maintained by the
Warrant Agent for that purpose, upon surrender thereof for transfer properly
endorsed or accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant shall be issued to the transferee and the surrendered
Warrant shall be cancelled by the Warrant Agent. Warrants so cancelled shall be
delivered by the Warrant Agent to the Company from time to time upon request.
Warrants may be exchanged at the option of the holder thereof, when surrendered
at the office of the Warrant Agent, for another Warrant, or other Warrants of
different denominations of like tenor and representing in the aggregate the
right to purchase a like number of shares of Common Stock. No certificates for
Warrants shall be issued except for (i) Warrants initially issued hereunder in
accordance with Section 1 hereof, (ii) Warrants issued upon any transfer or
exchange of Warrants, (iii) Warrants issued in replacement of lost,

                                       4
   7
stolen, destroyed or mutilated certificates for Warrants pursuant to Section 7
hereof, and (iv) at the option of the Board of Directors of the Company,
Warrants in such form as may be approved by its Board of Directors, to reflect
any adjustment or change in the Warrant Price or the number of shares of Common
Stock purchasable upon exercise of the Warrants made pursuant to Section 9
hereof.

      Section 5. Exercise of Warrants; Payment of Warrant Solicitation Fee.
Subject to the provisions of this Agreement, each registered holder of Warrants
shall have the right, at any time during the Exercise Period, to exercise such
Warrants and purchase the number of fully paid and non-assessable shares of
Common Stock specified in such Warrants upon presentation and surrender of such
Warrants to the Company at the corporate office of the Warrant Agent, with the
exercise form on the reverse thereof duly executed, and upon payment to the
Company of the Warrant Price, determined in accordance with the provisions of
Sections 2, 9 and 10 of this Agreement, for the number of shares of Common Stock
in respect of which such Warrants are then exercised. Payment of such Warrant
Price shall be made in cash or by certified or bank check payable to the
Company. Subject to Section 6 hereof, upon such surrender of Warrants and
payment of the Warrant Price, the Warrant Agent on behalf of the Company shall
cause to be issued and delivered with all reasonable dispatch to or upon the
written order of the registered holder of such Warrants and in such name or
names as such registered holder may designate, a certificate or certificates for
the number of full shares of Common Stock so purchased upon the exercise of such
Warrants. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of record of such shares of Common Stock immediately prior to the close
of

                                       5
   8
business on the date of the surrender of such Warrants and payment of the
Warrant Price as aforesaid. The rights of purchase represented by the Warrants
shall be exercisable during the Exercise Period, at the election of the
registered holders thereof, either as an entirety or from time to time for a
portion of the shares specified therein and, in the event that any Warrant is
exercised in respect of less than all of the shares of Common Stock specified
therein at any time prior to the date of expiration of the Warrants, a new
Warrant or Warrants will be issued to the registered holder for the remaining
number of shares of Common Stock specified in the Warrant so surrendered, and
the Warrant Agent is hereby irrevocably authorized to countersign and to deliver
the required new Warrants pursuant to the provisions of this Section and of
Section 3 of this Agreement and the Company, whenever requested by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose. Upon the exercise of any one or more Warrants, the
Warrant Agent shall promptly notify the Company in writing of such fact and of
the number of securities delivered upon such exercise and, subject to the
provisions below, shall cause all payments of an amount, in cash or by check
made payable to the order of the Company, equal to the aggregate Warrant Price
for such Warrants, less any amounts payable to the Underwriters, as provided
below, to be deposited promptly in the Company's bank account. The Company and
Warrant Agent shall determine, in their sole and absolute discretion, whether a
Warrant certificate has been properly completed for exercise by the registered
holder thereof.

      Anything in the foregoing to the contrary notwithstanding, no Warrant will
be exercisable and the Company shall not be obligated to deliver any securities
pursuant to the exercise of any warrant unless at the time of exercise the
Company has filed with the Securities

                                       6
   9
and Exchange Commission a registration statement under the Securities Act of
1933, as amended (the "Act"), covering the securities issuable upon exercise of
such Warrant and such registration statement shall have been declared and shall
remain effective and shall be current, and such shares have been registered or
qualified or be exempt under the securities laws of the state or other
jurisdiction of residence of the holder of such Warrant and the exercise of such
Warrant in any such state or other jurisdiction shall not otherwise be unlawful.
During the Exercise Period, the Company shall use its best efforts to have a
current registration statement on file with the Securities and Exchange
Commission covering the issuance of Common Stock underlying the Warrants so as
to permit the Company to deliver to each person exercising a Warrant a
prospectus meeting the requirements of Section 10(a) (3) of the Act and
otherwise complying therewith, and will deliver such prospectus to each such
person. During the Exercise Period, the Company shall also use its best efforts
to effect appropriate qualifications of the Common Stock underlying the Warrants
under the laws and regulations of the states and other jurisdictions in which
the Common Stock and Warrants are sold by the Underwriters in the IPO in order
to comply with applicable laws in connection with the exercise of the Warrants.

            (a) If at the time of exercise of any Warrant (i) the market price
of the Common Stock is equal to or greater than the then exercise price of the
Warrant, (ii) the exercise of the Warrant is solicited by the Representative at
such time as it is a member of the National Association of Securities Dealers,
Inc. ("NASD") , (iii) the Warrant is not held in a discretionary account, (iv)
disclosure of the compensation arrangement is made in documents provided to the
holders of the Warrants, and (v) the solicitation of the exercise

                                       7
   10
of the Warrant is not in violation of Rule 10b-6 (as such rule or any successor
rule may be in effect as of such time of exercise) promulgated under the
Securities Exchange Act of 1934, as amended, then the Representative shall be
entitled to receive from the Company following exercise of each of the Warrants
so exercised a fee of five percent (5%) of the aggregate exercise price of the
Warrants so exercised (the "Exercise Fee"). The procedures for payment of the
Exercise Fee are set forth in Section 5(b) below.

            (b) (i) Within five (5) days after the last day of each month
commencing with __________ ___, 1996, the Warrant Agent will notify the
Underwriters of each Warrant certificate which has been properly completed for
exercise by holders of Warrants during the last month. The Warrant Agent will
provide the Representative with such information, in connection with the
exercise of each Warrant, as the Representative shall reasonably request.

                  (ii) The Company hereby authorizes and instructs the Warrant
Agent to deliver to the Representative the Exercise Fee, if payable, in respect
of each exercise of Warrants, promptly after receipt by the Warrant Agent from
the Company of a check payable to the order of the Representative in the amount
of such Exercise Fee. In the event that an Exercise Fee is paid to the
Representative with respect to a Warrant which the Company or the Warrant Agent
determines is not properly completed for exercise or in respect of which the
Representative is not entitled to an Exercise Fee, the Representative will
return such Exercise Fee to the Warrant Agent which shall forthwith return such
fee to the Company.

      The Underwriters and the Company may at any time during business hours

                                       8
   11
examine the records of the Warrant Agent, including its ledger of original
Warrant certificates returned to the Warrant Agent upon exercise of Warrants.
Notwithstanding any provision to the contrary, the provisions of paragraph 5 (a)
and 5 (b) may not be modified, amended or deleted without the prior written
consent of the Representative.

      Section 6. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Common Stock issuable upon the
exercise of Warrants; provided, however, that the Company shall not be required
to pay any tax which may be payable in respect of any transfer involved in the
issuance or delivery of any certificates for shares of Common Stock in a name
other than that of the registered holder of Warrants in respect of which such
shares are issued, and in such case neither the Company nor the Warrant Agent
shall be required to issue or deliver any certificate for shares of Common Stock
or any Warrant until the person requesting the same has paid to the Company the
amount of such tax or has established to the Company's satisfaction that such
tax has been paid or that no such tax is required to be paid.

      Section 7. Mutilated or Missing Warrants. In case any of the Warrants
shall be mutilated, lost, stolen or destroyed, the Company may, in its
discretion, issue and the Warrant Agent shall countersign and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right or interest, but only
upon receipt of evidence satisfactory to the Company and the Warrant Agent of
such loss, theft or destruction and, in case of a lost, stolen or destroyed
Warrant, indemnity or bond, if requested, also satisfactory to them. Applicants
for such substitute Warrants shall also comply with such

                                       9
   12
other reasonable regulations and pay such reasonable charges as the Company or
the Warrant Agent may prescribe.

      Section 8. Reservation of Common Stock. There have been reserved, and the
Company shall at all times keep reserved, out of its authorized shares of Common
Stock, a number of shares of Common Stock sufficient to provide for the exercise
of the rights of purchase represented by the Warrants, and the transfer agent
for the shares of Common Stock and every subsequent transfer agent for any
shares of Common Stock issuable upon the exercise of any of the aforesaid rights
of purchase are irrevocably authorized and directed at all times to reserve such
number of authorized shares of Common Stock as shall be required for such
purpose. The Company agrees that all shares of Common Stock issued upon exercise
of the Warrants shall be, at the time of delivery of the certificates for such
shares against payment of the Warrant Price therefor, validly issued, fully paid
and nonassessable and listed on any national securities exchange or included in
any interdealer automated quotation system upon or in which the other shares of
outstanding Common Stock are then listed or included. The Company will keep a
copy of this Agreement on file with the transfer agent for the shares of Common
Stock (which may be the Warrant Agent) and with every subsequent transfer agent
for any shares of Common Stock issuable upon the exercise of the rights of
purchase represented by the Warrants. The Warrant Agent is irrevocably
authorized to requisition from time to time from such transfer agent stock
certificates required to honor outstanding Warrants. The Company will supply
such transfer agent with duly executed stock certificates for that purpose. All
Warrants surrendered in the exercise of the rights thereby evidenced shall be
cancelled by the Warrant Agent and shall thereafter be delivered to the Company,
and such

                                       10
   13
cancelled Warrants shall constitute sufficient evidence of the number of shares
of Common Stock which have been issued upon the exercise of such Warrants.
Promptly after the date of expiration of the Warrants, the Warrant Agent shall
certify to the Company the total aggregate amount of Warrants then outstanding,
and thereafter no shares of Common Stock shall be subject to reservation in
respect of such Warrants which shall have expired.

      Section 9.  Adjustments of Warrant Price and Number of Securities.

                  (a) Computation of Adjusted Price. Except as hereinafter
provided, in case the Company shall, at any time after the date of closing
of the sale of securities pursuant to the IPO (the "Closing Date"), issue or
sell any shares of Common Stock (other than the issuances or sales referred to
in Section 9 (f) hereof), including shares held in the Company's treasury and
shares of Common Stock issued upon the exercise of any options, rights or
warrants to subscribe for shares of Common Stock (other than the issuances or
sales of Common Stock pursuant to rights to subscribe for such Common Stock
distributed pursuant to Section 9(h) hereof) and shares of Common Stock issued
upon the direct or indirect conversion or exchange of securities for shares of
Common Stock, for a consideration per share less than both the "Market Price"
(as defined in Section  9(a)(vi) hereof) per share of Common Stock on the 
trading day immediately preceding such issuance or sale and the Warrant Price 
in effect immediately prior to such issuance or sale, or without consideration,
then forthwith upon such issuance or sale, the Warrant Price shall (until 
another such issuance or sale) be reduced to the price (calculated to the 
nearest full cent) determined by multiplying the Warrant Price in effect 
immediately prior to such issuance or sale by a fraction, the numerator of
which shall be the sum of (1) the number of shares of Common Stock outstanding
immediately prior to such

                                       11
   14
issuance or sale multiplied by the Warrant Price immediately prior to such
issuance or sale plus (2) the consideration received by the Company upon such
issuance or sale, and the denominator of which shall be the product of (x) the
total number of shares of Common Stock outstanding immediately after such
issuance or sale, multiplied by (y) the Warrant Price immediately prior to such
issuance or sale; provided, however, that in no event shall the Warrant Price be
adjusted pursuant to this computation to an amount in excess of the Warrant
Price in effect immediately prior to such computation, except in the case of a
combination of outstanding shares of Common Stock, as provided by Section 9(c)
hereof.

      For the purposes of any computation to be made in accordance with this
Section 9(a), the following provisions shall be applicable:

                  (i) In case of the issuance or sale of shares of Common Stock
for a consideration part or all of which shall be cash, the amount of the cash
consideration therefor shall be deemed to be the amount of cash received by the
Company for such shares (or, if shares of Common Stock are offered by the
Company for subscription, the subscription price, or, if such securities shall
be sold to underwriters or dealers for public offering without a subscription
offering, the public offering price) before deducting therefrom any compensation
paid or discount allowed in the sale, underwriting or purchase thereof by
underwriters or dealers or others performing similar services, or any expenses
incurred in connection therewith.

                  (ii) In case of the issuance or sale (otherwise than as a
dividend or other distribution on any stock of the Company) of shares of Common
Stock for a consideration part or all of which shall be other than cash, the
amount of the consideration therefor other than cash shall be deemed to be the
value of such consideration as determined

                                       12
   15
in good faith by the Board of Directors of the Company.

                  (iii) Shares of Common Stock issuable by way of dividend or
other distribution on any stock of the Company shall be deemed to have been
issued immediately after the opening of business on the day following the record
date for the determination of shareholders entitled to receive such dividend or
other distribution and shall be deemed to have been issued without
consideration.

                  (iv) The reclassification of securities of the Company other
than shares of Common Stock into securities including shares of Common Stock
shall be deemed to involve the issuance of such shares of Common Stock for a
consideration other than cash immediately prior to the close of business on the
date fixed for the determination of security holders entitled to receive such
shares, and the value of the consideration allocable to such shares of Common
Stock shall be determined as provided in subsection (ii) of this Section 9(a).

                  (v) The number of shares of Common Stock at any one time
outstanding shall include the aggregate number of shares issued or issuable upon
the exercise of options, warrants or rights and upon the conversion or exchange
of convertible or exchangeable securities.

                  (vi) As used herein, the phrase "Market Price" at any date
shall be deemed to be the average of the last reported sale price, or, in case
no such reported sale takes place on such day, the average of the last reported
sale prices for the last three trading days, in either case as officially
reported by the principal securities exchange on which the Common Stock is
listed or admitted to trading or as reported in the Nasdaq Stock Market, or, if
the Common Stock is not listed or admitted to trading on any national securities
exchange or

                                       13
   16
quoted on the Nasdaq Stock Market, the closing bid quotation as furnished by the
National Association of Securities Dealers, Inc. through Nasdaq or a similar
organization if Nasdaq is no longer reporting such information, or if the Common
Stock is not quoted on Nasdaq, as determined in good faith by resolution of the
Board of Directors of the Company, based on the best information available to it
for the day immediately preceding such issuance or sale, the day of such
issuance or sale and the day immediately after such issuance or sale. If the
Common Stock is listed or admitted to trading on a national securities exchange
and also quoted on the Nasdaq Stock Market, the Market Price shall be determined
as hereinabove provided by reference to the prices reported in the Nasdaq Stock
Market; provided that if the Common Stock is listed or admitted to trading on
the New York Stock Exchange, the Market Price shall be determined as hereinabove
provided by reference to the prices reported by such exchange.

            (b) Options, Rights, Warrants and Convertible and Exchangeable
Securities. Except in the case of the Company issuing rights to subscribe for
shares of Common Stock distributed pursuant to Section 9(h) hereof, if the
Company shall at any time after the Closing Date issue options, rights or
warrants to subscribe for shares of Common Stock, or issue any securities
convertible into or exchangeable for shares of Common Stock, in each case other
than the issuances or sales referred to in section 9 (f) hereof, (i) for a
consideration per share less than the lesser of (a) the Warrant Price in effect
immediately prior to the issuance of such options, rights or warrants, or such
convertible or exchangeable securities, or (b) the Market Price on the trading
day immediately preceding such issuance, or (ii) without consideration, the
Warrant Price in effect immediately prior to the issuance of such options,
rights or warrants, or such convertible or exchangeable securities, as the case
may be, shall be reduced to a price

                                       14
   17
determined by making a computation in accordance with the provisions of Section 
9(a) hereof; provided that:

                  (i) The aggregate maximum number of shares of Common Stock, as
the case may be, issuable under all the outstanding options, rights or warrants
shall be deemed to be issued and outstanding at the time all the outstanding
options, rights or warrants were issued, and for a consideration equal to the
minimum purchase price per share provided for in the options, rights or warrants
at the time of issuance, plus the consideration (determined in the same manner
as consideration received on the issue or sale of shares in accordance with the
terms of Section 9(a)), if any, received by the Company for the options, rights
or warrants, and if no minimum purchase price is provided in the options, rights
or warrants, then the minimum purchase price shall be equal to zero; provided,
however, that upon the expiration or other termination of the options, rights or
warrants, if any thereof shall not have been exercised, the number of shares of
Common Stock deemed to be issued and outstanding pursuant to this subsection (b)
(and for the purposes of subsection (v) of Section 9(a) hereof) shall be reduced
by such number of shares as to which options, warrants or rights shall have
expired or terminated unexercised, and such number of shares shall no longer be
deemed to be issued and outstanding, and the Warrant Price then in effect shall
forthwith be readjusted and thereafter be the price which it would have been had
adjustment been made on the basis of the issuance only of shares actually issued
or issuable upon the exercise of those options, rights or warrants as to which
the exercise rights shall not have expired or terminated unexercised.

                  (ii) The aggregate maximum number of shares of Common Stock
issuable upon conversion or exchange of any convertible or exchangeable
securities shall be

                                       15
   18
deemed to be issued and outstanding at the time of issuance of such securities,
and for a consideration equal to the consideration (determined in the same
manner as consideration received on the issue or sale of shares of Common Stock
in accordance with the terms of Section 9 (a)) received by the Company for such
securities, plus the minimum consideration, if any, receivable by the Company
upon the conversion or exchange thereof; provided, however, that upon the
expiration or other termination of the right to convert or exchange such
convertible or exchangeable securities (whether by reason of redemption or
otherwise), the number of shares deemed to be issued and outstanding pursuant to
this subsection (ii) (and for the purpose of subsection (v) of Section 9(a)
hereof) shall be reduced by such number of shares as to which the conversion or
exchange rights shall have expired or terminated unexercised, and such number of
shares shall no longer be deemed to be issued and outstanding, and the Warrant
Price then in effect shall forthwith be readjusted and thereafter be the price
which it would have been had adjustment been made on the basis of the issuance
only of the shares actually issued or issuable upon the conversion or exchange
of those convertible or exchangeable securities as to which the conversion or
exchange rights shall not have expired or terminated unexercised. No adjustment
will be made pursuant to this subsection (ii) upon the issuance by the Company
of any convertible or exchangeable securities pursuant to the exercise of any
option, right or warrant exercisable therefor, to the extent that adjustments in
respect of such options, rights or warrants were previously made pursuant to the
provisions of subsection (i) of this subsection 9 (b) .

                  (iii) If any change shall occur in the price per share
provided for in any of the options, rights or warrants referred to in subsection
(i) of this Section 9 (b) , or in

                                       16
   19
the price per share at which the securities referred to in subsection (ii) of
this Section 9(b) are convertible or exchangeable, or if any such options,
rights or warrants are exercised at a price greater than the minimum purchase
price provided for in such options, rights or warrants, or any such securities
are converted or exercised for more than the minimum consideration receivable by
the Company upon such conversion or exchange, the options, rights or warrants or
conversion or exchange rights, as the case may be, shall be deemed to have
expired or terminated on the date when such price change became effective in
respect of shares not theretofore issued pursuant to the exercise or conversion
or exchange thereof, and the Company shall be deemed to have issued upon such
date new options, rights or warrants or convertible or exchangeable securities
at the new price in respect of the number of shares issuable upon the exercise
of such options, rights or warrants or the conversion or exchange of such
convertible or exchangeable securities; provided, however, that no adjustment
shall be made pursuant to this subsection (iii) with respect to any change in
the price per share provided for in any of the options, rights or warrants
referred to in subsection (b) (i) of this Section 9 (b), or in the price per
share at which the securities referred to in subsection (b) (ii) of this 
Section 9(b) are convertible or exchangeable, which change results from the 
application of the anti-dilution provisions thereof in connection with an 
event for which, subject to subsection (iv) of this Section 9(f), an 
adjustment to the Warrant Price and the number of securities issuable upon 
exercise of the Warrants will be required to be made pursuant to this Section 9.

            (c) Subdivision and Combination. In case the Company shall at any
time after the Closing Date subdivide or combine the outstanding shares of
Common Stock, the Warrant Price shall forthwith be proportionately decreased in
the case of subdivision or

                                       17
   20
increased in the case of combination.

            (d) Adjustment in Number of Shares. Upon each adjustment of the
Warrant Price pursuant to the provisions of this Section 9, the number of shares
of Common Stock issuable upon the exercise of the Warrants shall be adjusted to
the nearest full whole number by multiplying a number equal to the Warrant Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Warrant Price.

            (e) Reclassification, Consolidation, Merger etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation (other
than a consolidation or merger which does not result in any reclassification or
change of the outstanding shares of Common Stock, except a change as a result of
a subdivision or combination of such shares or a change in par value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder shall thereafter have the
right to purchase the kind and number of shares of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance as if the Holder were the owner of the shares of
Common Stock underlying the Warrants immediately prior to any such events at a
price equal to the product of (x) the number of shares issuable upon exercise of
the Warrants and (y) the Warrant Price in effect immediately prior to the record
date for such

                                       18
   21
reclassification, change, consolidation, merger, sale or conveyance as if such
Holder had exercised the Warrant.

            (f) No Adjustment of Warrant Price in Certain Cases. Notwithstanding
anything herein to the contrary, no adjustment of the Warrant Price shall be
made:

                  (i) Upon the issuance or sale of the Underwriters' Warrant,
the shares of Common Stock or Warrants issuable upon the exercise of the
Underwriters' Warrant or the shares of Common Stock issuable upon exercise of
the Warrants underlying the Underwriters' Warrant; or

                  (ii) Upon the issuance or sale of (A) the shares of Common
Stock or Warrants issued by the Company in the IPO (including pursuant to the
Over-allotment Option) or other shares of Common Stock or warrants issued by the
Company upon consummation of the IPO or, (B) the shares of Common Stock (or
other securities) issuable upon exercise of Warrants; or

                  (iii) Upon (i) the issuance of options pursuant to the
Company's stock option plan in effect on the date hereof or as hereafter amended
in accordance with the terms thereof or any other employee or executive stock
option plan approved by stockholders of the Company or the sale by the Company
of any shares of Common Stock pursuant to the exercise of any such options, or
(ii) the sale by the Company of any shares of Common Stock pursuant to the
exercise of any options or warrants issued and outstanding on the date of
closing of the sale of Common Stock and Warrants pursuant to the IPO or (iii)
the issuance or sale by the Company of any shares of Common Stock pursuant to
the Company's restricted stock plan in effect on the date hereof; or

                                       19
   22
                  (iv) If the amount of said adjustment shall be less than two
cents (2(cent)) per share of Common Stock.

            (g) Dividends and Other Distributions with Respect to Outstanding
Securities. In the event that the Company shall at any time after the Closing
Date and prior to the exercise or expiration of all Warrants declare a dividend
(other than a dividend consisting solely of shares of Common Stock or a cash
dividend or distribution payable out of current or retained earnings) or
otherwise distribute to the holders of Common Stock any monies, assets,
property, rights, evidences of indebtedness, securities (other than such a cash
dividend or distribution or dividend consisting solely of shares of Common
Stock), whether issued by the Company or by another person or entity, or any
other thing of value, the Holders of the unexercised Warrants shall thereafter
be entitled, in addition to the shares of Common Stock or other securities
receivable upon the exercise thereof, to receive, upon the exercise of such
Warrants, the same monies, property, assets, rights, evidences of indebtedness,
securities or any other thing of value that they would have been entitled to
receive at the time of such dividend or distribution as if the Holders were the
owners of the shares of Common Stock underlying such Warrants. At the time of
any such dividend or distribution, the Company shall make appropriate reserves
to ensure the timely performance of the provisions of this Section 9(g).

            (h) Subscription Rights for Shares of Common Stock or Other
Securities. In case the Company or an affiliate of the Company shall at anytime
after the date hereof and prior to the exercise of all the Warrants issue any
rights to subscribe for shares of Common Stock or any other securities of the
Company or of such affiliate to all the holders of Common Stock, the Holders of
the unexercised Warrants shall be entitled, in addition to the shares of

                                       20
   23
Common Stock or other securities receivable upon the exercise of the Warrants,
to receive such rights at the time such rights are distributed to the other
stockholders of the Company but only to the extent of the number of shares of
Common Stock, if any, for which the Warrants remain exercisable.

            (i) Notice in Event of Dissolution. In case of the dissolution,
liquidation or winding-up of the Company, all rights under the Warrants shall
terminate on a date fixed by the Company, such date to be no earlier than ten
(10) days prior to the effectiveness of such dissolution, liquidation or
winding-up and not later than five (5) days prior to such effectiveness. Notice
of such termination of purchase rights shall be given to each registered holder
of the Warrants, as the same shall appear on the books of the Company maintained
by the Warrant Agent, by registered mail at least thirty (30) days prior to such
termination date.

            (j) Computations. The Company may retain a firm of independent
public accountants (who may be any such firm regularly employed by the Company)
to make any computation required under this Section 9, and any certificate
setting forth such computation signed by such firm shall be conclusive evidence
of the correctness of any computation made under this Section 9.

      Section 10. Fractional Interests. The Warrants may only be exercised to
purchase full shares of Common Stock and the Company shall not be required to
issue fractions of shares of Common Stock on the exercise of Warrants. However,
if a Warrantholder exercises all Warrants then owned of record by him and such
exercise would result in the issuance of a fractional share, the Company will
pay to such Warrantholder, in lieu of the issuance of any fractional share
otherwise issuable, an amount of cash based on the Market Price on the last

                                       21
   24
trading day prior to the exercise date.

      Section 11. Notices to Warrantholders.

            (a) Upon any adjustment of the Warrant Price and the number of
shares of Common Stock issuable upon exercise of a Warrant, then and in each
such case, the Company shall give written notice thereof to the Warrant Agent,
which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. The
Company shall also mail such notice to the holders of the Warrants at their
respective addresses appearing in the Warrant register. Failure to give or mail
such notice, or any defect therein, shall not affect the validity of the
adjustments.

            (b)   In case at any time after the Closing Date:

                  (i) the Company shall pay dividends payable in stock upon its
Common Stock or make any distribution (other than regular cash dividends) to the
holders of Common Stock; or

                  (ii) the Company shall offer for subscription pro rata to all
of the holders of Common Stock any additional shares of stock of any class or
other rights; or

                  (iii) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of substantially all of its assets to another
corporation; or

                  (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; then in any one or more of such cases,
the Company shall give

                                       22
   25
written notice to the Warrant Agent and the holders of the Warrants in the
manner set forth in Section 11(a) of the date on which (A) a record shall be
taken for such dividend, distribution or subscription rights, or (B) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up shall take place, as the case may be. Such notice
shall also specify the date as of which the holders of Common Stock of record
shall participate in such dividend, distribution or subscription rights, or
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up, as the case may be. Such
notice shall be given at least ten (10) days prior to the action in question and
not less than ten (10) days prior to the record date in respect thereof. Failure
to give such notice, or any defect therein, shall not affect the legality or
validity of any of the matters set forth in this Section 11(b).

            (c) The Company shall cause copies of all financial statements and
reports, proxy statements and other documents that are sent to its stockholders
to be sent by an identical class of mail, postage prepaid, on the date of
mailing to such stockholders, to each registered holder of Warrants at his
address appearing in the Warrant register as of the record date for the
determination of the stockholders entitled to such documents.

      Section 12. Disposition of Proceeds on Exercise of Warrants.

            (a) The Warrant Agent shall promptly forward to the Company all
monies received by the Warrant Agent for the purchase of shares of Common Stock
through the exercise of these Warrants.

            (b) The Warrant Agent shall keep copies of this Agreement available
for

                                       23
   26
inspection by holders of Warrants during normal business hours.

      Section 13. Redemption of Warrants. The Warrants are redeemable by the
Company commencing on the first anniversary the date of the Prospectus, in whole
or in part, on not less than thirty (30) days' prior written notice at a
redemption price of $_____ per Warrant (or earlier with the prior consent of
Rickel), provided the average closing bid quotation of the Common Stock as
reported on the Nasdaq Stock Market, if traded thereon, or if not traded
thereon, the average closing sale price if listed on a national securities
exchange (or other reporting system that provides last sale prices), has been at
least ____% of the then current Exercise Price of the Warrants, for a period of
____ consecutive trading days ending on the third day prior to the date on which
the Company gives notice of redemption. Any redemption in part shall be made pro
rata to all Warrant holders. The redemption notice shall be mailed to the
holders of the Warrants at their respective addresses appearing in the Warrant
register. Any such notice mailed in the manner provided herein shall be
conclusively presumed to have been duly given in accordance with this Agreement
whether or not the registered holder receives such notice. No failure to mail
such notice nor any defect therein or in the mailing thereof shall affect the
validity of the proceedings for such redemption except as to a registered holder
of a Warrant (i) to whom notice was not mailed or (ii) whose notice was
defective. An affidavit of the Warrant Agent or the Secretary or Assistant
Secretary of the Company that notice of redemption has been mailed shall, in the
absence of fraud, be prima facie evidence of the facts stated therein. Holders
of the Warrants will have exercise rights until the close of business on the day
immediately preceding the date fixed for redemption.

      Section 14. Merger or Consolidation or Change of Name of Warrant Agent.
Any

                                       24
   27
corporation or company which may succeed to the corporate trust business of the
Warrant Agent by any merger or consolidation or otherwise shall be the successor
to the Warrant Agent hereunder without the execution or filing of any paper or
any further act on the part of any of the parties hereto; provided, that such
corporation would be eligible for appointment as a successor Warrant Agent under
the provisions of Section 16 of this Agreement. In case at the time such
successor to the Warrant Agent shall succeed to the agency created by this
Agreement any of the Warrants shall have been countersigned but not delivered,
any such successor to the Warrant Agent may adopt the countersignature of the
original Warrant Agent and deliver such Warrants so countersigned.

      In case at any time the name of the Warrant Agent shall be changed and at
such time any of the Warrants shall have been countersigned but not delivered,
the Warrant Agent may adopt the countersignature under its prior name and
deliver Warrants so countersigned. In all such cases such Warrants shall have
the full force provided in the Warrants and in this Agreement.

      Section 15. Duties of Warrant Agent. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrants, by their
acceptance thereof, shall be bound:

            (a) The statements of fact and recitals contained herein and in the
Warrants shall be taken as statements of the Company, and the Warrant Agent
assumes no responsibility for the correctness of any of the same except as such
describe the Warrant Agent or action taken or to be taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrants
except as herein expressly provided.

                                       25
   28
            (b) The Warrant Agent shall not be responsible for any failure of
the Company to comply with any of the covenants in this Agreement or in the
Warrants to be complied with by the Company.

            (c) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Warrant Agent
shall incur no liability or responsibility to the Company or to any holder of
any Warrant in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the opinion or the advice of such counsel.

            (d) The Warrant Agent shall incur no liability or responsibility to
the Company or to any holder of any Warrant for any action taken in reliance on
any notice, resolution, waiver, consent, order, certificate or other instrument
believed by it to be genuine and to have been signed, sent or presented by the
proper party or parties.

            (e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the execution of
this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges incurred by the Warrant Agent in the
execution of this Agreement and to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement except as a result of the Warrant Agent's
negligence, willful misconduct or bad faith.

            (f) The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expenses unless the

                                       26
   29
Company or one or more registered holders of Warrants shall furnish the Warrant
Agent with reasonable security and indemnity for any costs and expenses which
may be incurred, but this provision shall not affect the power of the Warrant
Agent to take such action as the Warrant Agent may consider proper, whether with
or without any such security or indemnity. All rights of action under this
Agreement or under any of the Warrants may be enforced by the Warrant Agent
without the possession of any of the Warrants or the production thereof at any
trial or other proceeding. Any such action, suit or proceeding instituted by the
Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of
judgment shall be for the ratable benefit of the registered holders of the
Warrants, as their respective rights and interests may appear.

            (g) The Warrant Agent and any stockholder, director, officer,
partner or employee of the Warrant Agent may buy, sell or deal in any of the
Warrants or other securities of the Company or become pecuniarily interested in
any transaction in which the Company may be interested, or contract with or lend
money to or otherwise act as fully and freely as though it were not the Warrant
Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company or for any other legal entity.

            (h) The Warrant Agent shall act hereunder solely as agent and its
duties shall be determined solely by the provisions hereof.

            (i) The Warrant Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys, agents or employees, and the Warrant Agent shall not be
answerable or accountable for any such attorneys, agents or employees or for any
loss to the Company resulting from such

                                       27
   30
neglect or misconduct, provided reasonable care had been exercised in the
selection and continued employment thereof.

            (j) Any request, direction, election, order or demand of the Company
shall be sufficiently evidenced by an instrument signed in the name of the
Company by its President or a Vice President or its Secretary or an Assistant
Secretary or its Treasurer or an Assistant Treasurer (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Warrant Agent by a copy thereof
certified by the Secretary or an Assistant Secretary of the Company.

      Section 16. Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties under this Agreement by giving to the Company notice
in writing, and to the holders of the Warrants notice by mailing such notice to
the holders at their respective addresses appearing on the Warrant register, of
such resignation, specifying a date when such resignation shall take effect. The
Warrant Agent may be removed by like notice to the Warrant Agent from the
Company and the like mailing of notice to the holders of the Warrants. If the
Warrant Agent shall resign or be removed or shall otherwise become incapable of
action, the Company shall appoint a successor to the Warrant Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days
after such removal or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Warrant Agent or after the
Company has received such notice from a registered holder of a Warrant (who
shall, with such notice, submit his Warrant for inspection by the Company), then
the registered holder of any Warrant may apply to any court of competent
jurisdiction for the appointment of a successor to the Warrant Agent. Any
successor Warrant Agent, whether

                                       28
   31
appointed by the Company or by such a court, shall be a bank or trust company,
in good standing, incorporated under New York or federal law. After appointment,
the successor Warrant Agent shall be vested with the same powers, rights, duties
and responsibility as if it had been originally named as Warrant Agent without
further act or deed and the former Warrant Agent shall deliver and transfer to
the successor Warrant Agent all canceled Warrants, records and property at the
time held by it hereunder, and execute and deliver any further assurance or
conveyance necessary for this purpose. Failure to file or mail any notice
provided for in this Section , however, or any defect therein, shall not affect
the validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.

      Section 17. Identity of Transfer Agent. Forthwith upon the appointment of
any transfer agent (other than [Name of Warrant and Transfer Agent]) for the
shares of Common Stock or of any subsequent transfer agent for the shares of
Common Stock, the Company will file with the Warrant Agent a statement setting
forth the name and address of such transfer agent.

      Section 18. Notices. Any notice pursuant to this Agreement to be given by
the Warrant Agent or the registered holder of any Warrant to the Company, shall
be sufficiently given if sent by first-class mail, postage prepaid, addressed
(until another is filed in writing by the Company with the Warrant Agent) as
follows:

                  Integrated Surgical Systems, Inc.
                  829 West Stadium Lane
                  Sacramento, California 95834

                  Attention: Dr. Ramesh C. Trivedi, President and Chief
                             Executive Officer

                                       29
   32
            and a copy thereof to:

                  Snow Becker Krauss, P.C.
                  605 Third Avenue
                  New York, New York 10158-0125

                  Attention: Jack Becker, Esq.

      Any notice pursuant to this Agreement to be given by the Company or the
registered holder of any Warrant to the Warrant Agent shall be sufficiently
given if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company) as follows:

                  [Address]

                  Attention: [officer]

      Any notice pursuant to this Agreement to be given by the Warrant Agent or
the Company to the Representative shall be sufficiently given if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Warrant Agent) as follows:

                  Rickel & Associates, Inc.
                  875 Third Avenue
                  New York, New York 10022

                  Attention: Gregg Smith

            and a copy thereof to:

                  Parker Chapin Flattau & Klimpl, LLP
                  1211 Avenue of the Americas
                  New York, New York 10036

                  Attention: Timothy I. Kahler, Esq.

                                       30
   33
      Section 19. Supplements and Amendments. The Company and the Warrant Agent
may from time to time supplement or amend this Agreement in order to cure any
ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision herein, or to make any
other provisions in regard to matters or questions arising hereunder which the
Company and the Warrant Agent may deem necessary or desirable and which shall
not be inconsistent with the provisions of the Warrants and which shall not
materially adversely affect the interest of the holders of Warrants; and in
addition the Company and the Warrant Agent may modify, supplement or alter this
Agreement with the consent in writing of the registered holders of the Warrants
representing not less than a majority of the Warrants then outstanding.

      Section 20. New York Contract. This Agreement and each Warrant issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York and shall be construed in accordance with the laws of New York without
regard to the conflicts of law principles thereof.

      Section 21. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company, the
Warrant Agent and the registered holders of the Warrants any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent and the registered
holders of the Warrants.

      Section 22. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.

                                       31
   34
      IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.

                              INTEGRATED SURGICAL SYSTEMS, INC.

                              By: ________________________________
                                  Name:  Dr. Ramesh C. Trivedi
                                  Title: President and Chief Executive Officer

                              [NAME OF WARRANT & TRANSFER AGENT]

                              By: ________________________________
                                  Name:
                                  Title:

                              RICKEL & ASSOCIATES, INC.

                              By: ________________________________
                                  Name:  Gregg Smith
                                  Title: Managing Director

                              AEGIS CAPITAL CORP.

                              By: ________________________________
                                  Name:
                                  Title:

                                       32
   35
 No. W_______________________                      VOID AFTER_____________, 2001

      WARRANTS

                        REDEEMABLE WARRANT CERTIFICATE TO
                       PURCHASE ONE SHARE OF COMMON STOCK

                        INTEGRATED SURGICAL SYSTEMS, INC.

                                                     CUSIP [                   ]

      THIS CERTIFIES THAT, FOR VALUE RECEIVED

      or registered assigns (the "Registered Holder") is the owner of the number
 of Redeemable Warrants (the "Warrants") specified above. Each Warrant initially
 entitles the Registered Holder to purchase, subject to the terms and conditions
 set forth in this Certificate and the Warrant Agreement (as hereinafter
 defined), one fully paid and nonassessable share of Common Stock, par value
 $.01 per share (the "Common Stock"), of Integrated Surgical Systems, Inc., a
 Delaware corporation (the "Company"), at any time from _________ __, 1996 (the
 "Initial Warrant Exercise Date") , and prior to the Expiration Date (as
 hereinafter defined) upon the presentation and surrender of this Warrant
 Certificate with the Exercise Form on the reverse hereof duly executed, at the
 corporate office of [Name of Warrant & Transfer Agent], _______________________
 __________________________________, as Warrant Agent, or its successor (the
 "Warrant Agent"), accompanied by payment of $______, subject to adjustment (the
 "Exercise Price"), in lawful money of the United States of America in cash or
 by certified or bank check made payable to the Company.

      This Warrant Certificate and each Warrant represented hereby are issued
 pursuant to and are subject in all respects to the terms and conditions set
 forth in the Warrant Agreement, dated as of ___________ ___, 1996 (the "Warrant
 Agreement"), among the Company, Rickel & Associates, Inc. ("Rickel"), Aegis
 Capital Corp. and the Warrant Agent.

      In the event of certain contingencies provided for in the Warrant
 Agreement, the Exercise Price and the number of shares of Common Stock subject
 to purchase upon the exercise of each Warrant represented hereby are subject to
 modification or adjustment.

      Each Warrant represented hereby is exercisable at the option of the
 Registered Holder, but

                                       A-1
   36
 no fractional shares will be issued. In the case of the exercise of less than
 all the Warrants represented hereby, the Company shall cancel this Warrant
 Certificate upon the surrender hereof and shall execute and deliver a new
 Warrant Certificate or Warrant Certificates of like tenor, which the Warrant
 Agent shall countersign, for the balance of such Warrants.

      The term "Expiration Date" shall mean 5:00 p.m. (New York time)
 on_________ ___, 2001 [the date which is the fifth anniversary of the Initial
 Warrant Exercise Date]; provided, that if such date is not a business day, it
 shall mean 5:00 p.m., New York City time, on the next following business day.
 For purposes hereof, the term "business day" shall mean any day other than a
 Saturday, Sunday or a day on which banking institutions in New York City, New
 York, are authorized or obligated by law to be closed.

      The Company shall not be obligated to deliver any securities pursuant to
 the exercise of the Warrants represented hereby unless at the time of exercise
 the Company has filed with the Securities and Exchange Commission a
 registration statement under the Securities Act of 1933, as amended (the
 "Act"), covering the securities issuable upon exercise of the Warrants
 represented hereby and such registration statement has been declared and shall
 remain effective and shall be current, and such securities have been registered
 or qualified or be exempt under the securities laws of the state or other
 jurisdiction of residence of the Registered Holder and the exercise of the
 Warrants represented hereby in any such state or other jurisdiction shall not
 otherwise be unlawful.

      This Warrant Certificate is exchangeable, upon the surrender hereof by the
 Registered Holder at the corporate office of the Warrant Agent, for a new
 Warrant Certificate or Warrant Certificates of like tenor representing an equal
 aggregate number of Warrants, each of such new Warrant Certificates to
 represent such number of Warrants as shall be designated by such Registered
 Holder at the time of such surrender. Upon the presentment and payment of any
 tax or other charge imposed in connection therewith or incident thereto for
 registration of transfer of this Warrant Certificate at such office, a new
 Warrant Certificate or Warrant Certificates representing an equal aggregate
 number of Warrants will be issued to the transferee in exchange therefor,
 subject to the limitations provided in the Warrant Agreement.

      Prior to the exercise of any Warrant represented hereby, the Registered
 Holder, as such, shall not be entitled to any rights of a stockholder of the
 Company, including, without limitation, the right to vote or to receive
 dividends or other distributions, and shall not be entitled to receive any
 notice of any proceedings of the Company, except as provided in the Warrant
 Agreement.

      Subject to the provisions of the Warrant Agreement, this Warrant may be
 redeemed at the option of the Company, at a redemption price of $_____ per
 Warrant, at any time commencing __________ ___, 1997 [the first anniversary of
 the date of the Prospectus] (or earlier with the consent of Rickel), provided
 that the average closing bid quotation of the Common Stock as reported on The
 Nasdaq Stock Market, if traded thereon, or is not traded thereon, the average
 closing sale price if listed on national exchange (or other reporting system
 that provides last sale prices), shall have for a period of _____ consecutive
 days on which such

                                      A-2
   37
 market is open for trading ending on the third day prior to the date on which
 the Company gives the Notice of Redemption (as defined below) equaled or
 exceeded _____% of the then current Exercise Price. Notice of redemption (the
 "Notice of Redemption") shall be given by the Company no less than thirty days
 before the date fixed for redemption, all as provided in the Warrant Agreement.
 On and after the date fixed for redemption, the Registered Holder shall have no
 right with respect to this Warrant except to receive the $_____ per Warrant
 upon surrender of this Certificate.

      Under certain circumstances described in the Warrant Agreement, Rickel
 shall be entitled to receive as a solicitation fee an aggregate of five percent
 (5%) of the Exercise Price of the Warrants represented hereby.

      Prior to due presentment for registration of transfer hereof, the Company
 and the Warrant Agent may deem and treat the Registered Holder as the absolute
 owner hereof and of each Warrant represented hereby (notwithstanding any
 notations of ownership or writing hereon made by anyone other than a duly
 authorized officer of the Company or the Warrant Agent) for all purposes and
 shall not be affected by any notice to the contrary, except as provided in the
 Warrant Agreement.

      This Warrant Certificate shall be governed by and construed in accordance
 with the laws of the State of New York without regard to the conflicts of law
 principles thereof.

      This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
 duly executed, manually or in facsimile by two of its officers thereunto duly
 authorized and a facsimile of its corporate seal to be imprinted hereon.

      Dated __________ ___, 1996

SEAL                                INTEGRATED SURGICAL SYSTEMS, INC.

                                    By: ____________________________________
                                        President

                                    By: ____________________________________
                                        Secretary

 COUNTERSIGNED:
   
 [NAME OF WARRANT  & TRANSFER AGENT],
    
      as Warrant Agent

 By: __________________________________________________
      Authorized Officer

                                       A-3
   38
                                  EXERCISE FORM

                     To Be Executed by the Registered Holder
                          in order to Exercise Warrant

      The undersigned Registered Holder hereby irrevocably elects to exercise
 _________ Warrants represented by this Warrant Certificate, and to purchase the
 securities issuable upon the exercise of such Warrants, and requests that
 certificates for such securities shall be issued in name of

                          PLEASE INSERT SOCIAL SECURITY
                           OR OTHER IDENTIFYING NUMBER

                           __________________________

                           __________________________

                           __________________________
                     (please print or type name and address)

 and be delivered to
                           __________________________

                           __________________________

                           __________________________
                     (please print or type name and address)

 and if such number of Warrants shall not be all the Warrants evidenced by this
 Warrant Certificate, that a new Warrant Certificate for the balance of such
 Warrants be registered in the name of, and delivered to, the Registered Holder
 at the address stated below.

                    IMPORTANT: PLEASE COMPLETE THE FOLLOWING:

      1.   If the exercise of this Warrant was solicited by Rickel & Associates,
           Inc., please check the following box. / /

      2.   The exercise of this warrant was solicited by

           _______________________________________________________________

                                       A-4
   39
      3.   If the exercise of this Warrant was not solicited, please check the
           following box. / /

 Dated:    _______________________        X__________________________________

                                           __________________________________

                                           __________________________________
                                                      Address

                                           __________________________________
                                           Social Security or Taxpayer
                                           Identification Number

                                           __________________________________
                                           Signature Guaranteed

                                       A-5
   40
                                   ASSIGNMENT

                     To be Executed by the Registered Holder
                           in Order to Assign Warrants

 FOR VALUE RECEIVED, ____________________________, hereby sells, assigns and
 transfers unto

                          PLEASE INSERT SOCIAL SECURITY
                           OR OTHER IDENTIFYING NUMBER

                            _________________________

                            _________________________

                            _________________________
                     (please print or type name and address)

 ________________________ of the Warrants represented by this Warrant
 Certificate, and hereby irrevocably constitutes and appoints
 ______________________________________ as its/his/her attorney-in-fact to
 transfer this Warrant Certificate on the books of the Company, with full power
 of substitution in the premises.

 Dated:     ______________________              x_______________________________
                                                Signature Guaranteed

 THE SIGNATURE TO THE ASSIGNMENT OR THE EXERCISE FORM MUST CORRESPOND TO THE
 NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
 WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
 GUARANTEED BY A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR
 OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES TRANSFER
 AGENTS MEDALLION PROGRAM.

                                       A-6
   41
 ------------------ COMPARISON OF HEADERS ------------------

 -HEADER 1-
 Section Page

 ------------------ COMPARISON OF FOOTERS ------------------

 -FOOTER 1-
  134583-1 9/19/96

                                      B-7
   1
                                                                     EXHIBIT 4.3

ISS____________                   [ROBODOC LOGO]

                       INTEGRATED SURGICAL SYSTEMS, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK                                SEE REVERSE FOR CERTAIN DEFINITIONS
                                                     CUSIP 45812Y 10 8

THIS CERTIFIES that

is the owner of

   FULLY PAID AND NON-ASSESSABLE SHARES OF THE $.01 PAR VALUE COMMON STOCK OF

                       INTEGRATED SURGICAL SYSTEMS, INC.

transferable only on the books of the corporation by the holder hereof in
person or by a duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.

        In Witness Whereof, the corporation has caused this certificate to be
signed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the corporation.

Dated:

               [INTEGRATED SURGICAL SYSTEMS, INC. CORPORATE SEAL]

/s/  J. Casey McGlynn                     /s/       Ramesh C. Trivedi          
- -------------------------                 -------------------------------------
        SECRETARY                         PRESIDENT AND CHIEF EXECUTIVE OFFICER
   2
                          INTEGRATED SURGICAL SYSTEMS, INC.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common        UNIF GIFT MIN ACT --

                                       ________________Custodian_____________
                                             (Cust)               (Minor)
                                            under Uniform Gifts to Minors  

TEN ENT -- as tenants by the entireties     Act__________________________
                                                       (State)

IT TEN -- as joint tenants with right  
          of survivorship and not as   
          tenants in common

 Additional abbreviations may also be used though not in the above list.

 FOR VALUE RECEIVED____________________hereby sell(s), assign(s) and transfer(s)
                                       unto

Please Insert Social Security or Other
    Identifying Number of Assignee
______________________________________
          
______________________________________

_________________________________________________
   (Please print or typewrite name and address
      including postal zip code of assignee.

_________________________________________________

_________________________________________________

___________________________________________Shares
of the common stock represented by the within
Certificate and do hereby irrevocably constitute
and appoint

_________________________________________Attorney
to transfer the said stock on the books of the
within-named Corporation with full power of
substitution in the premises.

Date_________________________

    _____________________________________________
    Notice: The signature to this assignment must
    correspond with the name as written upon the
    face of the Certificate, in every particular,
    without alteration or enlargement, or any
    change whatsoever.
                              
   1
                                                                     EXHIBIT 4.8

                  STOCKHOLDERS AGREEMENT dated as of February 6, 1991, by and
            among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York
            corporation ("IBM"), the investors in the Company listed on the
            signature pages hereof (the "Founders"), and Integrated Surgical
            Systems, Inc., a Delaware corporation (the "Company").

         Simultaneously with the execution of this Agreement, IBM is entering
into a loan and warrant purchase agreement (the "Loan and Warrant Agreement")
with the Company pursuant to which IBM has agreed (i) to grant a loan to the
Company in an amount of up to $3,000,000 and receive a Convertible Subordinated
Loan Note (the "Loan Note") convertible into shares of Series A Preferred Stock,
$0.01 par value ("Series A Preferred Stock"), of the Company, which is
convertible into Common Stock, $0.01 par value ("Common Stock"), of the Company,
and (ii) to acquire a warrant (the "Warrant") for the purchase of 500,000 shares
of Common Stock. IBM, the Founders and the Company desire to provide for certain
matters concerning the management of the Company and ownership and transfer of
the Common Stock and the other Voting Securities of the Company.
   2
                                                                               2

         Accordingly, the parties hereby agree as follows:

         1. Certain Definitions. As used herein, the following terms shall have
the following meanings:

         "Actual Voting Power of the Company" shall mean the total number of
votes that may be cast in the election of directors of the Company at any
meeting of stockholders of the Company assuming all shares of Common Stock and
other securities of the Company entitled to vote generally in the election of
directors of the Company were present and voted at such meeting, other than
votes that may be cast only by one class or series of stock (other than Common
Stock) or upon the happening of a contingency. In determining the percentage of
Actual Voting Power of the Company represented by Voting Securities beneficially
owned by any Person, any such securities not outstanding which are subject to
any rights of conversion (including the Loan Note and the Series A Preferred
Stock) or any options, warrants or rights (including the Warrant) shall be
deemed to be outstanding for the purpose of computing the percentage of the
Actual Voting Power of the Company represented by Voting Securities beneficially
owned by such Person but shall not be deemed to be outstanding for the purpose
of computing the percentage of the Actual Voting Power of the Company
represented by Voting Securities beneficially owned by any other Person.
   3
                                                                               3

         "Affiliate" shall mean, as to any Person, any other Person which
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with the specified Person.

         A Person shall be deemed the "beneficial owner" of, and shall be deemed
to "beneficially own", any securities (a) which such Person or any of its
Affiliates is deemed to "beneficially own" within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934 or (b) which such Person or any of its
Affiliates has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of any right of conversion or
exchange, warrant, option or otherwise.

         "Competitor" shall mean any Person which has for the most recent fiscal
year of such Person, together with its Affiliates, (i) gross revenues in excess
of $1 billion from the development, manufacture, sale, leasing and servicing of
information processing hardware or (ii) gross revenues in excess of $200 million
from the development, reproduction, licensing, leasing and sale of computer
software and information processing related services.

         As used in this Agreement, "control" (including, with its correlative
meanings, "controlled by" and "under
   4
                                                                               4

common control with") shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by contract
or otherwise).

         "Person" shall mean any individual, firm, corporation, partnership,
trust, joint venture or other entity, and shall include any successor (by merger
or otherwise) of such entity.

         "Securities Act" shall mean the Securities Act of 1933 and the rules
and regulations thereunder.

         "Selling Party" shall mean the Company, any Founder (or any stockholder
group of which any Founder is a party), or any Significant Stockholder who may
become a party to this Agreement which proposes to sell, assign, pledge or
otherwise transfer any Voting Securities.

         "Significant Stockholders" shall mean all Persons (other than IBM and
its subsidiaries) who are or become beneficial owners of Voting Securities
representing 5% or more of the Actual Voting Power of the Company.

         "Voting Securities" shall mean the shares of Common Stock and any other
securities of the Company entitled to vote generally in the election of
directors of the Company, and any other securities (including rights, warrants
and options and including the Loan Note) convertible
   5
                                                                               5

into, exchangeable for or exercisable for any Common Stock or other securities
referred to above (whether or not presently convertible, exchangeable or
exercisable).

         2. Restrictions on Transfers; First Offer Rights.

         (a) So long as the principal of or interest on the Loan Note remains
unpaid or IBM beneficially owns Voting Securities representing at least 25% of
the Actual Voting Power of the Company, no Selling Party shall issue, sell,
assign, pledge or otherwise dispose of its beneficial interest in any Voting
Securities of the Company to a Competitor without the prior written consent of
IBM.

         (b) If at any time a Selling Party desires to issue, sell or otherwise
dispose of its beneficial interest in any Voting Securities (the "Offered
Securities") the following provisions shall apply:

         (i) the Selling Party shall first submit a written offer to sell (the
      "Offer") the Offered Securities to IBM at a price per share in cash
      specified by the Selling Party (the "Specified Price"), which offer shall
      include a representation that the Selling Party intends to sell the
      Offered Securities in a bona fide arm's-length sales transaction at such
      price. Within 30 days after receipt of the Offer, and if no notice of
      acceptance or rejection is given to the Selling Party

   6
                                                                               6

      within such 30-day period, IBM shall be deemed to have rejected the Offer.

         (ii) If the Offer is rejected or deemed rejected, the Selling Party
      may, subject to the restrictions set forth in Sections 2(a) and 5 if
      applicable, sell the Offered Securities to any Person or group at a price
      per share that is not less than the Specified Price (and which does not
      include any other terms, including financing terms, more favorable than
      those contained in the offer) at any time during the six-month period
      following the date of such rejection. Any Offered Securities not sold
      within such six-month period shall again be subject to the requirements of
      first offer to IBM pursuant to this Section. Prior to making any sale or
      other disposition of the Offered Securities, the Selling Party shall
      comply with Section 2(e) of this Agreement.

         (iii) If IBM accepts the Offer in writing, it shall purchase and the
      Selling Party shall sell to IBM all the Offered Securities at the
      Specified Price per share no later than 30 days after receipt of such
      acceptance. At the closing, the Selling Party shall deliver to IBM a
      certificate or certificates representing the Offered Securities, duly
      endorsed for transfer or accompanied by duly executed stock powers
   7
                                                                               7

      for transfer to IBM and free and clear of all liens, against payment to
      the Selling Party of the purchase price therefor by certified check or
      wire transfer.

         (c) If a Selling Party inquires of IBM about a proposed sale to a party
that may be a Competitor, IBM shall indicate in writing to such Selling Party
whether it deems such party to be a Competitor and such determination shall be
binding upon IBM for purposes of the proposed sale.

         (d) If any transfer or attempted transfer of Offered Securities is made
contrary to the provisions of this Section 2, IBM shall have the right, in
addition to any other legal or equitable remedies which it may have, to enforce
its rights hereunder by an action for specific performance; and the Company, the
Founders and any other Significant Stockholders recognize the rights set forth
herein as unique, violations of which cannot be remedied by an award of monetary
damage.

         (e) Each Selling Party shall deliver to IBM, prior to making any sale
or other disposition of its beneficial interest in Voting Securities to any
Person not a party to this Agreement or any other agreement referred to in
Section 7.14 of the Loan Agreement (unless such Person, after giving effect to
such transaction, would own Voting Securities representing less than 5% of the
Actual Voting Power of the Company) an appropriate document in which such
   8
                                                                               8

Person agrees that it shall be bound by, and that its beneficial ownership of
any Voting Securities shall be subject to, all the terms and conditions provided
in this Agreement.

         (f) This Section 2 shall not apply to any sale (i) pursuant to either a
registration statement declared effective under the Securities Act of 1933 (so
long as the distribution pursuant to such registration statement represents a
bona fide offering to the public) or (ii) through a broker (so long as such sale
is through an ordinary "broker's transaction" as such term is defined in Rule
144 under the Securities Act of 1933) when the Selling Party does not know the
identity of the purchaser and does not direct the purchase.

         3. Director; Observer; Voting. (a) The Company's By laws shall provide
for five directors. So long as (i) the principal of and interest on the Loan
Note remains unpaid or (ii) IBM beneficially owns Voting Securities representing
at least 15% of the Actual Voting Power of the Company, IBM shall be entitled to
(A) nominate, at any time, one individual to be a voting director of the Company
and (B) have a nonvoting observer who shall be entitled to attend all Board
meetings, and the Company agrees to cause such nominee to be proposed for
election by its stockholders. The Company acknowledges and agrees that such
   9
                                                                               9

director and/or observer will be under an obligation to IBM not to disclose to
any person outside of IBM, or use in other than IBM's business, any confidential
information or material relating to the business of IBM or its Subsidiaries;
and, therefore, the Company acknowledges that there shall be no obligation on
the part of such director or observer to disclose any such information or
material to the Company, even if such disclosure would be of interest or value
to the Company.

         (b) Each of the Founders and other Significant Stockholders who may
become a party to this Agreement agrees to vote all his Voting Securities to
elect the individual nominated by IBM to be a director. The Company agrees to
vote all Voting Securities for which the Company's management or Board of
Directors holds proxies, granting them voting discretion, or is otherwise
entitled to vote in favor of, and to use its best efforts in all other respects
to cause, the election of such individual nominated by IBM. In the event that a
vacancy is created on the Board of Directors of the Company at any time by the
death, disability, resignation or removal (with or without cause) of any such
individual nominated by IBM, each of the Founders and other Significant
Stockholders who may become a party to this Agreement shall vote all of such
Person's Voting Securities
   10
                                                                              10

to elect an individual nominated by IBM to fill such vacancy and serve as a
director.

         (c) For so long as IBM has the right to nominate a director, IBM shall
have the right to receive reasonable prior notice of (with such notice to be
sent to the address provided in Section 8 below if IBM shall have not designated
a specific individual), and have its director, nominee or observer, as the case
may be, attend, all meetings of the Board of Directors of the Company or any
committee thereof and the Company will promptly deliver to IBM copies of all
minutes and other records of action by, and all written information furnished
to, the Board or such committee.

         (d) If IBM gives notice to any Founder or Significant Stockholder that
IBM desires to remove a director nominated by IBM, each of the Founders and
Significant Stockholders agrees to vote all his Voting Securities in favor of
removing such director if a vote of holders of such securities shall be required
to remove the director, and the Company agrees to take any action necessary to
facilitate such removal.

         (e) For so long as Section 8.05 of the Loan and Warrant Agreement shall
be in effect, each of the Founders and other Significant Stockholders who may
become party to this Agreement agrees to vote its Voting Securities in such
   11
                                                                              11

a manner as to cause the Company to comply with such Section.

         (f) If any Founder or other Significant Stockholder fails or refuses to
vote his Voting Securities as required by this Section 3, IBM shall have an
irrevocable proxy pursuant to the provisions of Section 212 of the Delaware
General Corporation Code, coupled with an interest, so as to vote those
securities in accordance with this Section 3, and each Founder and other
Significant Stockholder hereby grants to IBM such irrevocable proxy.

         (g) The right of IBM contained in this Section 3 to nominate one
individual to be a voting director of the Company shall apply only in the event
IBM is not entitled to elect a director pursuant to the Certificate of
Incorporation of the Company by reason of being the holder of Series A Preferred
Stock.

         4. Preemptive Rights; Antidilution Rights. Each of the Founders hereby
waives, with respect to the transactions contemplated by this Agreement and the
Loan and Warrant Agreement, any preemptive, antidilution or other rights held by
such Founder granting the holder of any securities the right to acquire any
additional shares or other securities upon the issuance of securities by the
Company.

         5. Restriction on Transfer of Founders Shares. (a) In addition to the
restrictions set forth in Section 2,
   12
                                                                              12

the Founders shall not sell, assign, pledge or otherwise transfer their
beneficial interest in any of the shares of Common Stock acquired by them at or
prior to the date hereof or any Voting Securities hereafter received by the
Founders in respect of such shares, whether by stock split, dividend
reclassification or otherwise (such shares listed on Schedule A hereto and such
other Voting Securities as may hereafter be received in respect thereof, herein
referred to as the "Founders Shares"), unless (i) such shares are transferred to
the Company, to IBM or to a third party with IBM's prior written approval, or
(ii) the Company shall have sold its Common Stock in a bona fide public offering
on an underwritten firm commitment basis pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission
resulting in $15 million aggregate gross proceeds to the Company (a "Qualified
Initial Public Offering"), or (iii) the Company shall have been acquired by
another entity (whether by merger, acquisition of substantially all the
Company's assets, or acquisition of substantially all the Voting Securities of
the Company), or (iv) the proposed transfer of Founders Shares shall occur on or
after February 6, 1998, provided that the principal of and interest on the Loan
Note shall have been paid in full. The restriction on transfer set forth above
shall be in addition to any other applicable restrictions
   13
                                                                              13

that may be contained in other agreements between the Founders and the Company.

         (b) The Company shall repurchase Founders Shares, except for any
Founders Shares that have prior to such time become vested pursuant to the terms
of the respective subscription agreements under which such Founders Shares were
issued, at a purchase price of $0.01 per share, if the Founder holding such
shares dies, or becomes disabled, or ceases to be employed by the Company for
any reason (or, in the case of Dr. William Bargar, has his consulting agreement
with the Company terminated for any reason). In addition, upon the occurrence of
any event referred to in the preceding sentence, any Founders Shares then held
by such Founder that have theretofore become vested shall be put into a trust
(to be established by the Company and such Founder or his heirs) to be held for
the benefit of such Founder or his heirs. Founders Shares held in such trust
will be voted in the same proportion as other shareholders vote their shares.
Any such trust shall be terminated upon the first to occur of (i) a Qualified
Initial Public Offering, (ii) the acquisition of the Company by another entity
(whether by merger, acquisition of substantially all the Company's assets, or
acquisition of substantially all the Voting Securities of the Company), or (iii)
February 6, 1998, if the principal of and interest on the Loan Note have
   14
                                                                              14

been paid in full (or such later date on which the Loan Note is converted or
paid in full, but in any event not later than February 6, 2001).

         6. Legend on Certificates for Voting Securities. Each certificate
representing Voting Securities beneficially owned by any Founder or any
Significant Stockholder shall bear the following legend until such time as the
Voting Securities represented thereby are no longer subject to this Agreement:

      THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
      OF A STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 6, 1991, BY AND AMONG
      INTERNATIONAL BUSINESS MACHINES CORPORATION, INTEGRATED SURGICAL SYSTEMS,
      INC. (THE "COMPANY"), AND CERTAIN OF THE COMPANY'S STOCKHOLDERS AND MAY
      NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH
      AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY,
      AND THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER OF
      THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.

         The Company agrees not to register the transfer of any certificate
containing such a legend without receiving a certificate from the transferring
party stating that such party has complied with the transfer provisions of this
Agreement.

         7. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of each of the Founders, Significant Stockholders who may
become a party hereto, and IBM and their successors, heirs and legatees and
permitted assigns. Except as expressly set forth herein,
   15
                                                                              15

none of the Founders may assign this Agreement without the prior written consent
of IBM, and any such purported assignment shall be void. Subject to the
provisions of this Section 7, IBM may assign all or any part of its rights and
obligations hereunder to an Affiliate. A Person to whom all or a part of IBM'S
rights are assigned shall become a party to this Agreement, entitled to all the
rights and benefits hereunder.

         8. Amendments. No amendment to this Agreement shall be effective unless
it shall be in writing and signed by all parties hereto.

         9. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered by hand or overnight courier
service or five days after being mailed by registered or certified mail (return
receipt requested), postage prepaid, to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):

         (i)      if to IBM,

     International Business Machines Corporation
     2000 Purchase Street
     Purchase, New York 10577
     Attention:   M. W. Szeto
   16
                                                                              16

     with a copy to:

     Cravath, Swaine & Moore
     Worldwide Plaza
     825 Eighth Avenue
     New York, New York 10019
     Attention:   Martin L. Senzel

         (ii)     if to the Company,

     Integrated Surgical Systems, Inc.
     829 West Stadium Lane
     Sacramento, California 95834
     Attention:   Dr. Howard Paul

     with a copy to:

     Wilson, Sonsini, Goodrich & Rosati
     2 Palo Alto Square
     Palo Alto, California 94304
     Attention:   J. Casey McGlynn

         (iii) if to any Founder or Significant Stockholder, to his address as
provided in the books of the Company.

         10. Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         11. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.

   17

                                                                              17

         12. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to matter covered hereby
and supersedes all prior agreements and understandings, written or oral, among
the parties with respect to the subject matter hereof.

         13. Severability. If any provision of this Agreement or the application
of any such provision to any person or circumstance shall be held invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other
provision hereof.

         14. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed entirely within such state, without regard
to the conflict of law principles of such state.

         IN WITNESS WHEREOF, the parties have caused this Stockholders Agreement
to be duly executed as of the date first written above.

                              INTERNATIONAL BUSINESS MACHINES CORPORATION,

                                by /s/ Michael W. Szeto
                                   ------------------------
                                   Name:    Michael w. Szeto
                                   Title:   Vice President, Business Development
   1
                                                                    Exhibit 4.15

                                                           _______________, 1996

Rickel & Associates, Inc.
875 Third Avenue
New York, New York 10022

Integrated Surgical Systems, Inc.
829 West Stadium Lane
Sacramento, California 95834

                             Re: "Lock-Up" Agreement

Ladies and Gentlemen:

               The undersigned stockholder, officer and/or director of
Integrated Surgical Systems, Inc. (the "Company") is the owner of certain shares
of (or certain rights to acquire, by conversion, exercise or other means) the
Company's common stock, par value $.01 per share (the "Common Stock"). In order
to induce Rickel & Associates, Inc. ("Rickel") to act as the underwriter in
connection with a proposed public offering (the "Offering") of shares of Common
Stock and redeemable warrants to purchase Common Stock, the undersigned hereby
agrees as follows:

               1. Without the prior written consent of Rickel (and, if required
by applicable state blue sky laws, the securities commissions in any such
states), for a period of 18 months after the effective date of a registration
statement with respect to the Offering (the "Effective Date"), the undersigned
will not offer sell, transfer or otherwise dispose of any shares of the Common
Stock now owned or hereafter acquired, whether beneficially (as defined below)
or of record, by the undersigned, including, but not limited to, shares of
Common Stock acquired upon exercise of options or warrants or acquired upon
conversion of any other securities owned by the undersigned (collectively, the
"Common Stock"). For purposes of this agreement, the undersigned shall be deemed
to "beneficially" own, among other shares, any shares owned by (i) members of
his or her family and (ii) any person or entity controlled by the undersigned or
under common control with the undersigned.

               2. The undersigned will cause:

                      (i)    a copy of this agreement to be available from the
                             Company or the Company's transfer agent upon
                             request and without charge;
   2
                      (ii)   a notice to be placed on the face of each stock
                             certificate for Common Stock stating that the
                             transfer of the Common Stock is restricted in
                             accordance with the conditions set forth on the
                             reverse side of the certificate; and

                      (iii)  a typed legend to be placed on the reverse side of
                             each certificate representing Common Stock stating
                             that the sale or transfer of the Common Stock is
                             subject to certain restrictions pursuant to an
                             agreement between the stockholder and the Company,
                             which agreement is on file with the Company and the
                             stock transfer agent from which a copy is available
                             upon request and without charge.

               3. This agreement and all of its terms and restrictions shall be
binding upon the undersigned and each and every one of its legal
representatives, heirs, successors and assigns. The terms and conditions
contained in this agreement can only be modified (including premature
termination of this agreement) with the prior written consent of Rickel.

               4. This agreement shall terminate in the event the Company and
Rickel have not entered into an underwriting agreement by December 31, 1996 with
respect to the Offering.

               5. This agreement shall be governed by and construed in
accordance with the law of the state of New York applicable to agreements made
and to be performed entirely in New York.

                                Very truly yours,

        [Entities:]             ____________________________
                                [name of entity]

                                By:_________________________
                                       Name:
                                       Title:

        [Individuals:]          ____________________________
                                Name:

                                       -2-
   1

                                                                     Exhibit 5.1

                      [LETTERHEAD] SNOW BECKER KRAUSS P.C.

                                                              September 19, 1996

Board of Directors
Integrated Surgical Systems, Inc.
829 West Stadium Lane
Sacramento, California  95834

Ladies and Gentlemen:

                  You have requested our opinion, as counsel for Integrated
Surgical Systems, Inc., a Delaware corporation (the "Company"), in connection
with the registration statement on Form SB-2 (No. 333-9207) (the "Registration
Statement"), under the Securities Act of 1933 (the "Act"), filed by the Company
with the Securities and Exchange Commission.

                  The Registration Statement relates to (i) an offering of up to
1,725,000 shares (the "Shares") of common stock, par value $0.01 ("Common
Stock"), of the Company and up to 1,725,000 redeemable common stock purchase
warrants (the "Redeemable Warrants"), each exercisable to purchase one share of
Common Stock (the aggregate of 1,725,000 shares of Common Stock issuable upon
exercise of the Redeemable Warrants being hereinafter referred to as the
"Warrant Shares"), and (ii) warrants (the "Underwriters' Warrants") to purchase
150,000 shares of Common Stock (the "Underwriters' Shares") and 150,000 warrants
(the "Underwriters' Common Stock Warrants"), each exercisable to purchase one
share of Common Stock (the aggregate of 150,000 shares of Common Stock issuable
upon exercise of the Underwriters' Common Stock Warrants being hereinafter
referred to as the "Underwriters' Warrant Shares".)

   2
                                  [LETTERHEAD]

Integrated Surgical Systems, Inc.
September   , 1996
Page 2

                  We have examined such records and documents and made such
examinations of law as we have deemed relevant in connection with this opinion.
It is our opinion that when there has been compliance with the Act and the
applicable state securities laws:

         (1)      The Shares, the Redeemable Warrants and Underwriters' Warrants
                  have been duly authorized and, when issued, delivered and paid
                  for in the manner described in the form of Underwriting
                  Agreement filed as Exhibit 1.1 to the Registration Statement,
                  will be legally issued and the Shares, when so issued,
                  delivered and paid for will also be fully paid and
                  nonassessable.

         (2)      The Warrant Shares have been duly authorized, and when issued,
                  delivered and, paid for upon exercise of the Redeemable
                  Warrants in the manner described in the form of Warrant
                  Agreement filed as Exhibit 4.2 to the Registration Statement,
                  will be legally issued, fully paid, and nonassessable.

         (3)      The Underwriters' Shares, the Underwriters' Common Stock
                  Warrants and the Underwriters' Warrant Shares, have been duly
                  authorized and, when issued, delivered and paid for in the
                  manner described in the Underwriters' Warrants filed as
                  Exhibit 4.1 to the Registration Statement, will be legally
                  issued, and the Underwriters' Shares and the Underwriters'
                  Warrant Shares, when so issued, delivered and paid for will
                  also be fully paid and nonassessable.

         (4)      The Redeemable Warrants, the Underwriters' Warrants and the
                  Underwriters' Common Stock Warrants, have been duly
                  authorized, and when issued and paid for as set forth in the
                  Registration Statement, will be legally issued, fully paid and
                  non-assessable, and will constitute the valid and legally
                  binding obligations of the Company, except as limited by
                  applicable bankruptcy, insolvency, reorganization, moratorium
                  or other laws of general application relating to the
                  availability of remedies (regardless of 

   3
                                  [LETTERHEAD]

Integrated Surgical Systems, Inc.
September   , 1996
Page 3

                  whether such enforcement is considered in a proceeding in
                  equity or at law).

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Registration Statement. In so doing, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                                                  Very truly yours,

                                                  SNOW BECKER KRAUSS P.C.

   1
                                                                EXHIBIT 10.1

================================================================================

                      LOAN AND WARRANT PURCHASE AGREEMENT

                          Dated as of February 6, 1991

                                    between

                       INTEGRATED SURGICAL SYSTEMS, INC.

                                      and

                  INTERNATIONAL BUSINESS MACHINES CORPORATION

================================================================================
   2
                               TABLE OF CONTENTS

Article Section                                                                  Page
- ------- -------                                                                    ----
                                                                                
I.    DEFINITIONS

         SECTION  1.01.  Certain Definitions......................................    1
         SECTION  1.02.  Additional Definitions...................................    8

II.   MAKING OF LOAN; ISSUANCE OF LOAN NOTE; ISSUANCE OF WARRANT, CLOSINGS

         SECTION  2.01.    The Loan...............................................    9
         SECTION  2.02.    Convertible Loan Note..................................   10
         SECTION  2.03.    Interest on Loan.......................................   10
         SECTION  2.04.    Payment of Principal...................................   11
         SECTION  2.05.    Conversion of the Loan Note............................   11
         SECTION  2.06.    The Warrants...........................................   11
         SECTION  2.07.    Closings...............................................   12

III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         SECTION  3.01.    Organization and Standing of the Company...............   12
         SECTION  3.02.    Authority..............................................   13
         SECTION  3.03.    Capital Stock of the Company...........................   14
         SECTION  3.04.    Equity Interests.......................................   16
         SECTION  3.05.    Financial Statements...................................   16
         SECTION  3.06.    Taxes..................................................   16
         SECTION  3.07.    Assets Other than Real Property........................   17
         SECTION  3.08.    Title to Real Property.................................   17
         SECTION  3.09.    Intellectual Property, etc.............................   17
         SECTION  3.10.    Contracts..............................................   18
         SECTION  3.11.    Litigation; Decrees....................................   20
         SECTION  3.12.    Compliance with Applicable Laws........................   20
         SECTION  3.13.    Certain Employee Matters...............................   20
         SECTION  3.14.    Insurance..............................................   21
         SECTION  3.15.    Benefit Plans..........................................   22
         SECTION  3.16.    Effect of Transaction..................................   22
         SECTION  3.17.    Disclosure.............................................   23
         SECTION  3.18.    Proprietary Rights.....................................   23

   3

                                                                Contents, page 2

Article Section                                                                  Page
- ------- -------                                                                    ----
                                                                                
IV.   REPRESENTATIONS AND WARRANTIES OF IBM

         SECTION  4.01.  Organization and Authority.............................    24
         SECTION  4.02.  Securities Act.........................................    24
         SECTION  4.03.  Accredited Investor....................................    25

V.    CONDITIONS OF PURCHASER'S OBLIGATIONS

         SECTION  5.01.    Representations and Warranties.......................    25
         SECTION  5.02.    No Defaults..........................................    25
         SECTION  5.03.    Consents and Approvals...............................    25
         SECTION  5.04.    Operative Agreements.................................    26
         SECTION  5.05.    Due Diligence........................................    26
         SECTION  5.06.    Injunctions, etc.....................................    26
         SECTION  5.07.    Certificate of Incorporation.........................    26
         SECTION  5.08.    By-laws..............................................    26
         SECTION  5.09.    Closing Documents....................................    26
         SECTION  5.10.    Opinion of Counsel...................................    27
         SECTION  5.11.    Employment and Consulting............................    27
         SECTION  5.12.    Founders Subscription Agreements.....................    28
         SECTION  5.13.    Proceedings..........................................    28
         SECTION  5.14.    Additional Closings..................................    28

VI.   CONDITIONS OF COMPANY'S OBLIGATIONS

         SECTION  6.01.    Representations and Warranties.......................    29
         SECTION  6.02.    Injunctions, etc.....................................    29
         SECTION  6.03.    Closing Documents....................................    29

VII.  AFFIRMATIVE COVENANTS

         SECTION  7.01.    Accounting System....................................    30
         SECTION  7.02.    Periodic Reports; Budgets............................    30
         SECTION  7.03.    Certificates of Compliance...........................    32
         SECTION  7.04.    Other Reports and Inspection.........................    32
         SECTION  7.05.    Insurance............................................    33
         SECTION  7.06.    Licenses; Other Property.............................    33
         SECTION  7.07.    Material Changes and Other Notices...................    33
         SECTION  7.08.    Compliance with Applicable Laws......................    34
         SECTION  7.09.    Agreements with Employees............................    34
         SECTION  7.10.    Board of Directors; Committees.......................    34

   4
                                                                Contents, page 3

Article Section                                                                       Page
- ------- -------                                                                         ----
                                                                                     
         SECTION  7.11.    Use of Proceeds...........................................     35
         SECTION  7.12.    Obligations...............................................     35
         SECTION  7.13.    Business Plan.............................................     35
         SECTION  7.14.    Agreements with Stockholders..............................     35
         SECTION  7.15.    Additional Purchase Rights................................     35
         SECTION  7.16.    Key-Person Insurance......................................     36
         SECTION  7.17.    Appointment of President and Chief Operating Officer......     36
         SECTION  7.18.    Additional Closings.......................................     37

VIII.  NEGATIVE COVENANTS

         SECTION  8.01.    Indebtedness..............................................     37
         SECTION  8.02.    Liens.....................................................     37
         SECTION  8.03     Sale and Lease-Back Transactions..........................     37
         SECTION  8.04     Investments, Loans and Advances...........................     38
         SECTION  8.05.    Mergers, Consolidations, Sales of Assets and Acquisitions.     38
         SECTION  8.06.    Transactions with Affiliates..............................     38
         SECTION  8.07.    Initial Public Offering...................................     38
         SECTION  8.08.    Senior Debt...............................................     38
         SECTION  8.09.    Management Incentive Stock Option Plan....................     38
         SECTION  8.10.    Founders Subscription Agreements..........................     39

IX.    EVENTS OF DEFAULT.............................................................     39

X.     REGISTRATION RIGHTS

         SECTION  10.01.   Demand Registrations......................................     41
         SECTION  10.02.   Piggyback Registrations...................................     43
         SECTION  10.03.   Indemnification by the Company............................     44
         SECTION  10.04.   Indemnification by IBM....................................     45
         SECTION  10.05.   Notices of Claims, etc....................................     46
         SECTION  10.06.   Other Indemnification.....................................     46
         SECTION  10.07.   Indemnification Payments..................................     47
         SECTION  10.08.   Adjustments Affecting Registration Shares.................     47
         SECTION  10.09.   Registration Covenants of the Company.....................     47
         SECTION  10.10.   Expenses..................................................     50
         SECTION  10.11.   Assignment of Registration Rights.........................     50

   5
                                                                Contents, page 4

Article Section                                                                       Page
- ------- -------                                                                         ----
                                                                                     
          SECTION  10.12.   No Preferential Registration Rights.....................      50
          SECTION  10.13.   Other Registration Rights...............................      51
          SECTION  10.14.   Rule 144................................................      51

XI.   MISCELLANEOUS

          SECTION  11.01.   Notices.................................................      51
          SECTION  11.02.   Survival of Agreement; Termination......................      52
          SECTION  11.03.   Assignment..............................................      53
          SECTION  11.04.   No Third-Party Beneficiaries............................      53
          SECTION  11.05.   Expenses and Indemnity..................................      53
          SECTION  11.06.   Applicable Law..........................................      54
          SECTION  11.07.   Waivers; Amendment......................................      55
          SECTION  11.08.   Entire Agreement........................................      55
          SECTION  11.09.   Waiver of Jury Trial....................................      55
          SECTION  11.10.   Severability............................................      56
          SECTION  11.11.   Counterparts............................................      56
          SECTION  11.12.   Headings................................................      56
          SECTION  11.13.   Jurisdiction; Consent to Service of Process.............      56
          SECTION  11.14.   Publicity...............................................      57
          SECTION  11.15.   Further Assurances......................................      58

   6
                                                                Contents, page 5

                                    EXHIBITS

Exhibit A                                            Business Plan

Exhibit B                                            License Agreements

Exhibit C                                            Preferred Stock/Charter
                                                     Amendment

Exhibit D                                            Stockholders Agreement

Exhibit E                                            Loan Note

Exhibit F                                            Warrant

Exhibit G                                            Closing Legal Opinion

Exhibit H                                            Employment Agreement
                                                     with Dr. Howard Paul

Exhibit I                                            Consulting Agreement
                                                     with Dr. William Bargar

Exhibit J                                            Founders Subscription
                                                     Agreements
   7
                  LOAN AND WARRANT PURCHASE AGREEMENT dated as of February 6,
              1991, between INTEGRATED SURGICAL SYSTEMS, INC., a Delaware
              corporation (the "Company"), and INTERNATIONAL BUSINESS MACHINES
              CORPORATION, a New York Corporation ("IBM").

         The Company has requested IBM to extend to the Company, upon the terms
and subject to the conditions set forth herein, on the First Closing Date, a
term loan in the principal amount of $750,000, which term loan may be increased
at the Company's option, on the Additional Closing Dates, subject to the terms
and conditions provided herein, to an aggregate principal amount of up to
$3,000,000. IBM is willing to make the loan to the Company upon the terms and
subject to the conditions set forth herein.

         The Company has agreed to issue the Warrant to IBM on the First Closing
Date, upon the terms and subject to the conditions set forth herein, and the
parties desire to set forth the terms and conditions of the Warrant and the
rights and duties of the parties with respect thereto and with respect to the
shares of capital stock of the Company issuable upon the exercise thereof.

         Accordingly, the Company and IBM agree as follows:

                                   ARTICLE I

                                  Definitions

         SECTION 1.01. Certain Definitions. As used in this Agreement, the
following terms shall have the meanings specified below:

         "Actual Voting Power of the Company" shall mean the total number of
votes that may be cast in the election of directors of the Company at any
meeting of stockholders of the Company assuming all shares of Common Stock and
other securities of the Company entitled to vote generally in the election of
directors of the Company were present and voted at such meeting, other than
votes that may be cast only by one class or series of stock (other than Common
Stock) or upon the happening of a contingency. In determining the percentage of
Actual Voting Power of the Company represented by Voting Securities beneficially
owned by any Person, any such securities not outstanding which are subject to
any
   8
                                                                               2

rights of conversion (including the Loan Note and the preferred Stock) or any
options, warrants or rights (including the Warrant) shall be deemed to be
outstanding for the purpose of computing the percentage of the Actual Voting
Power of the Company represented by Voting Securities beneficially owned by such
Person but shall not be deemed to be outstanding for the purpose of computing
the percentage of the Actual Voting Power of the Company represented by Voting
Securities beneficially owned by any other Person.

         "Affiliate" shall mean, when used with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified.

         "Applicable Rate" shall mean 9.25% per annum.

         "Average Market Price" of any security at any date shall mean the
average of the closing prices for a share of such security on the 30 consecutive
trading days ending on the trading date last preceding the date of determination
of such price, as reported on the New York Stock Exchange Composite Tape or, if
such closing prices shall not be reported on the New York Stock Exchange
Composite Tape, the average of the closing sales prices for a share of such
security on the principal national securities exchange on which such security is
listed on such 30 consecutive trading days or, if such security is not listed on
any national securities exchange, the average of the closing prices for a share
of such security on such 30 consecutive trading days as reported on the NASDAQ
National Market System or, if such security is not included for quotation on the
NASDAQ National Market System, the average of the high and low closing bid and
asked prices for a share of such security on such 30 consecutive trading days as
reported on NASDAQ or, if such closing prices shall not be reported on NASDAQ,
the average of the mean between the closing bid and asked prices of a share of
such security on such 30 consecutive trading days as so reported, as the same
shall be reported by the National Quotation Bureau Incorporated.

         A Person shall be deemed the "beneficial owner" of, and shall be deemed
to "beneficially own", any securities (a) which such Person or any of its
Affiliates is deemed to "beneficially own" within the meaning of Rule 13d-3
under the Exchange Act or (b) which such Person or any of its Affiliates has the
right to acquire (whether such right is exercisable immediately or only after
the
   9
                                                                               3

passage of time) pursuant to any agreement, arrangement or understanding or upon
the exercise of any right of conversion (including pursuant to the Loan Note or
the Preferred Stock) or exchange, warrant (including the Warrant), option or
otherwise.

         "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York or California) on
which banks are open for business in New York, New York, and San Francisco,
California.

         "Business Plan" shall mean the Business Plan dated December 11, 1990, a
copy of which is attached hereto as Exhibit A.

         "Capital Lease Obligations" of any Person shall mean the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof , which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under
generally accepted accounting principles.

         A "Change of Control" shall be deemed to have occurred if (a) any
Person or group (within the meaning of Rule 13d-5 under the Exchange Act as in
effect on the date hereof) other than the Company, IBM or a Subsidiary of the
Company or IBM shall become the owner, directly or indirectly, beneficially or
of record, of Voting Securities representing in excess of 20% of the Total
Voting Power of the Company; (b) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company cease for any reason to constitute a majority thereof
unless each new director was elected by, or on the recommendation of, a majority
of the directors then still in office who were directors at the beginning of the
period; or (c) any Person or group shall otherwise directly or indirectly
acquire control of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Common Stock" shall mean the Common Stock, $.01 par value, of the
Company or any other shares of capital stock of the Company into which the
Common Stock shall be reclassified or changed.
   10
                                                                               4

         As used in this Agreement, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities or partnership
or other ownership interests, by contract or otherwise).

         "Default" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

         "dollars" or "$" shall mean lawful money of the United States of
America.

         "Event of Default" shall have the meaning assigned to such term in
Article IX.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, and the
rules and regulations thereunder.

         "Founders" shall mean Dr. Howard Paul, Dr. William Bargar, Brent
Mittelstadt and Dr. Peter Kazanzides, or any of them.

         "Founders Subscription Agreements" shall mean the subscription
agreements in the form of Exhibit J pursuant to which the Founders are to
acquire shares of Common Stock.

         "Governmental Authority" shall mean any court, administrative agency or
commission or other governmental agency or instrumentality, domestic or foreign,
of competent jurisdiction.

         "Guarantee" of or by any Person shall mean any obligation, contingent
or otherwise, of such Person guaranteeing any Indebtedness of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of such Person, direct or indirect, (a) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of)
any security for the payment of such Indebtedness, (b) to purchase property,
securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or (c) to maintain working
capital, equity capital or other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness; provided, however, that the term
   11
                                                                               5

Guarantee shall not include endorsements for collection or deposit, in either
case in the ordinary course of business.

         "Indebtedness" of any Person shall mean, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property or assets purchased by such Person, (e) all obligations of such Person
issued or assumed as the deferred purchase price of property or services, (f)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (g) all Guarantees by such Person
of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations of such Person in respect of interest rate protection
agreements, foreign currency exchange agreements or other interest or exchange
rate hedging arrangements and (j) all obligations of such Person as an account
party in respect of letters of credit and bankers' acceptances. The Indebtedness
of any Person shall include the Indebtedness of any partnership in which such
Person is a general partner.

         "License Agreement" shall mean each of the License Agreements dated the
date hereof between the Company and IBM in the form of Exhibit B.

         "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

         "Management Incentive Stock Option Plan" shall mean a management
incentive stock option plan to be adopted by the Company only with IBM's prior
approval.

         Any reference to any event, change or effect being "material" with
respect to the Company means an event, change or effect which is or, insofar as
reasonably can be
   12
                                                                               6

foreseen, in the future will be, material to the condition (financial or
otherwise), properties, assets, liabilities, earnings, capitalization,
stockholders' equity, licenses or franchises, businesses, operations or
prospects of the Company.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotations System.

         "Operative Agreements" shall mean this Agreement, each License
Agreement, the Stockholders Agreement and the Founders Subscription Agreements.

         "Payment Date" shall mean the last day of January, April, July and
October in each year, commencing with January 31, 1996, or, if any such day is
not a Business Day, the next succeeding Business Day.

         "Permitted Liens" shall mean:

         (a) mechanics', carriers', workmen's, repairmen's or other like liens
      arising from or incurred in the ordinary course of business and securing
      obligations which are not due or which are being contested in good faith
      by the Company, liens for Taxes which are not due and payable or which may
      thereafter be paid without penalty or which are being contested in good
      faith by the Company (provided that the Company has set up adequate
      reserves for the payment of such Taxes) and other imperfections of title
      or encumbrances, if any, which imperfections of title or other
      encumbrances do not materially impair the use of the assets to which they
      relate in the business of the Company as presently conducted and as
      proposed to be conducted;

         (b) easements, covenants, rights-of-way and other encumbrances or
      restrictions of record;

         (c) zoning, building and other similar restrictions; provided that the
      same are not violated in any material respect by any improvements of the
      Company or by the use thereof for the conduct of the Company's business;
      and

         (d) unrecorded easements, covenants, rights-of-way or other
      encumbrances or restrictions, none of which
   13
                                                                               7

      unrecorded items materially impairs the use of the property to which they
      relate in the business of the Company as presently conducted and as
      proposed to be conducted.

         "Person" shall mean any individual, firm, corporation, partnership,
trust, joint venture, Governmental Authority or other entity, and shall include
any successor (by merger or otherwise) or such entity.

         "Preferred Stock" shall mean Series A Preferred Stock of the Company
having the terms set forth in Exhibit C hereto.

         "Prior Loan Agreement" shall mean the Letter Agreement between IBM and
the Company, dated October 18, 1990, as amended, pursuant to which IBM has
agreed to extend a loan to the Company in a principal amount of up to a maximum
of $250,000.

         "SEC" shall mean the Securities and Exchange Commission or any
successor commission or agency having similar powers.

         "Securities Act" shall mean the Securities Act of 1933, and the rules
and regulations thereunder.

         "Significant Stockholders" shall mean all Persons (other than IBM and
its Subsidiaries) who are or become beneficial owners of Voting Securities
representing 5% or more of the Actual Voting Power of the Company.

         "Stockholders Agreement" shall mean the Stockholders Agreement dated
the date hereof among the Company, IBM and certain stockholders of the Company,
in the form of Exhibit D.

         "Subsidiary" of any Person shall mean a corporation, company or other
entity (i) more than 50% of whose outstanding shares or securities (representing
the right to vote for the election of directors or other managing authority)
are, or (ii) which does not have outstanding shares or securities (as may be the
case in a partnership, joint venture or unincorporated association), but more
than 50% of whose ownership interest representing the right to make decisions
for such other entity is, now or hereafter owned or controlled, directly or
indirectly, by such Person, but such corporation, company or other entity shall
be deemed to
   14
                                                                               8

be a Subsidiary only so long as such ownership or control exists.

         "Tax" or "Taxes" shall mean all Federal, state, local and foreign
taxes, assessments and other governmental charges, including, without
limitation, taxes based upon or measured by gross receipts, income, profits,
sales, use or occupation, and value added, ad valorem, transfer, franchise,
withholding, payroll, employment, excise, or property taxes, together with all
interest, penalties and additions imposed with respect to such amounts and any
obligations under any agreements or arrangements with any other Person with
respect to such amounts.

         "Total Voting Power of the Company" shall mean the total number of
votes that may be cast in the election of directors of the Company at any
meeting of stockholders of the Company if all Voting Securities (assuming full
conversion, exchange or exercise of all securities (including rights, warrants
and options and including the Loan Note, the Preferred Stock and the Warrant)
convertible into, exchangeable for or exercisable for any securities of the
Company entitled to vote generally in the election of directors of the Company)
were present and voted at such meeting, other than votes that may be cast only
by one class or series of stock (other than Common Stock) or upon the happening
of a contingency.

         "Voting Securities" shall mean the shares of Common Stock and any other
securities of the Company entitled to vote generally in the election of
directors of the Company, and any other securities (including rights, warrants
and options and including the Loan Note, the Preferred Stock and the Warrant)
convertible into, exchangeable for or exercisable for any Common Stock or other
securities referred to above (whether or not presently convertible, exchangeable
or exercisable).

         SECTION 1.02.  Additional Definitions.

     Defined Term                       Section Defined in
     ------------                       ------------------

"Additional Closing Dates"                   2.01
"Affiliated Group"                           3.06
"Balance Sheet"                              3.05
"Benefit Plan"                               3.15
"Closing"                                    2.07
"Company"                                    Parties
"Contracts"                                  3.10
   15
                                                                               9

"Demand Registration"                                10.01
"ERISA"                                              3.15
"Financial Statements"                               3.05
"First Closing Date"                                 2.07
"Fourth Closing Date"                                2.01
"IBM"                                                Parties
"Indemnitee"                                         11.05(b)
"Loan"                                               2.01(a)
"Loan Note"                                          2.02
"Notice"                                             2.01(b)
"Piggyback Registration"                             10.02
"Registration Shares"                                10.01
"Registration Statement"                             10.09(a)
"Second Closing Date"                                2.01
"Third Closing Date"                                 2.01
"Warrant"                                            2.06

                                   ARTICLE II

                     Making of Loan; Issuance of Loan Note;
                         Issuance of Warrant; Closings

         SECTION 2.01. The Loan. (a) Upon the terms and subject to the
conditions set forth in this Agreement, and relying upon the representations and
warranties set forth in this Agreement, IBM agrees to make a term loan on the
First Closing Date to the Company in the principal amount of $750,000 (less any
amounts then outstanding under the Prior Loan Agreement), which term loan shall
be increased on the following dates and in the following amounts up to an
aggregate principal amount of $3,000,000 (the "Loan").

                              Estimated Closing Date         Amount
                              ----------------------         ------
                                                     
         Second Closing       March 31, 1991               $1,100,000
         Third Closing        August 31, 1991              $1,000,000
         Fourth Closing       November 1, 1991             $  150,000

The actual date of each Closing shall be a Business Day designated by the
Company in the notice delivered pursuant to Section 2.01(b), and shall not occur
prior to the satisfaction of the additional condition or conditions for such
Closing contained in Section 5.14. If the conditions for any Closing are not
satisfied within four months after the estimated closing date therefor set forth
above, IBM's obligation to advance any additional amounts under this
   16
                                                                              10

Agreement shall terminate. The date of the Second Closing is referred to as the
"Second Closing Date", the date of the Third Closing is referred to as the
"Third Closing Date", the date of the Fourth Closing is referred to as the
"Fourth Closing Date", and such dates are collectively referred to as the
"Additional Closing Dates".

         (b) IBM shall make the additional amounts of the Loan available to the
Company, subject to the provisions herein, upon the receipt of 20 days prior
written notice from the Company (a "Notice") for the applicable increase. Such
Notice shall in each case refer to this Agreement, shall state that the
conditions to the extension of the increase in the Loan set forth in Section
5.14 have been satisfied as of the date of such Notice and will be satisfied as
of the date of such increase, and shall include supporting data that
demonstrates the satisfaction of such conditions. Such Notice shall also specify
the date and time of the proposed borrowing and the account of the Company to
which the proceeds of the borrowing are to be made available.

         SECTION 2.02. Convertible Loan Note. The Loan by IBM shall be evidenced
by a single convertible subordinated loan note (the "Loan Note") duly executed
on behalf of the Company, dated the First Closing Date, in substantially the
form attached hereto as Exhibit E with the blanks appropriately filled, payable
to the order of IBM. The aggregate unpaid principal amount of the Loan Note
shall be payable as set forth in Section 2.04. The Loan Note shall bear interest
from its date on the aggregate unpaid principal amount of the Loan as set forth
in Section 2.03. IBM shall, and is hereby authorized by the Company to, endorse
on the schedule attached to the Loan Note (or on a continuation of such schedule
attached to the Loan Note and made a part thereof) an appropriate notation
evidencing the date and amount of each borrowing under the Loan, each payment of
principal and the other information provided for on such schedules; provided,
however, that the failure of IBM to set forth such amount, principal payments
and other information on such schedule shall not in any manner affect the
obligation of the Company to repay the Loan in accordance with the terms hereof
and of the Loan Note. The unpaid amount of the Loan at any time shall be the
principal amount owing on the Loan Note at such time.

         SECTION 2.03. Interest on Loan. The aggregate outstanding amount of the
Loan shall bear interest at a rate per annum (computed on the basis of the
actual number of
   17
                                                                              11

days elapsed over a year of 360 days) equal to the Applicable Rate. Interest
shall be compounded annually and shall be payable on each Payment Date;
provided, that interest accruing prior to the fifth anniversary of the First
Closing Date shall be paid in 16 equal installments on the first 16 consecutive
Payment Dates commencing with the initial Payment Date, and provided further
that interest accruing from and after the initial Payment Date (including
interest on unpaid interest deferred under the preceding proviso) shall be
payable on each subsequent Payment Date. Notwithstanding the foregoing, IBM
shall have the right at any time on or after the initial Payment Date to convert
all or any portion of the interest accrued prior to the initial Payment Date
into additional principal under the Loan Note; provided that at no time shall
the principal of the Loan Note plus any portion of the principal of the Loan
Note theretofore converted into Preferred Stock exceed $3,000,000; and provided,
further, that in the event of such conversion into principal, the remaining
payments of such accrued interest shall be reduced pro rata and remaining
payments of principal shall be increased pro rata. In the event that the Loan
Note is converted prior to such time as all interest accruing through the first
Payment Date has been paid in full, such unpaid accrued interest that is not
converted to principal in accordance with the preceding sentence shall remain
payable on the same dates as aforesaid. If any installment of principal of or
interest on the Loan Note is not paid when due, interest shall continue to
accrue at the same rate up to the date of actual payment on the unpaid principal
and, to the extent permitted by law, on the unpaid interest. Such additional
interest shall be payable on demand from time to time.

         SECTION 2.04. Payment of Principal. Subject to Section 2.03, the
principal amount of the Loan shall be due and payable in 16 equal installments
on each Payment Date commencing with the initial Payment Date until the
outstanding amount thereof has been paid in full. The balance outstanding under
the Loan Note may not be prepaid without IBM's consent.

         SECTION 2.05. Conversion of the Loan Note. The aggregate unpaid
principal amount of the Loan Note will be convertible by IBM in whole or in part
at any time into Preferred Stock of the Company in accordance with the terms of
the Loan Note.

         SECTION 2.06. The Warrant. Upon the terms and subject to the conditions
of this Agreement, and relying on
   18
                                                                              12

the representations and warranties set forth in this Agreement, IBM agrees to
accept from the Company and the Company agrees to issue to IBM as consideration
for IBM's execution and delivery of the License Agreement, on the First Closing
Date, the warrant (the "Warrant") in the form attached as Exhibit F.

         SECTION 2.07. Closings. The Closings (each a "Closing") with respect to
the Loan shall be held at the offices of Cravath, Swaine & Moore, Worldwide
Plaza, 825 Eighth Avenue, New York, N.Y. 10019. The initial Closing will be at
10:00 a.m. on February 6, 1991, or at such other time or on such other date as
may be agreed to by IBM and the Company. The date on which the initial Closing
for the Loan shall occur is herein referred to as the "First Closing Date". On
the First Closing Date, (a) IBM shall deliver to the Company, by wire transfer
of funds to the Company's account at: The Sacramento First National Bank, 1440
Eathan Way, Sacramento, California 95825, ABA Wire No. 121140849001, for deposit
to the company's Account, No. 001205900 (for assistance, telephone Mary Lehmann,
916-920-4111) the amount of $500,000 and an acknowledgment of repayment by the
Company of indebtedness in the amount of $250,000 to IBM pursuant to the Prior
Loan Agreement and (b) the Company shall deliver the Loan Note evidencing the
initial loan of $750,000 and the Warrant to IBM. The Closing for each increase
in the Loan will be held at the date and time specified in the Company's Notice
requesting such increase in the Loan, or at such other time or on such other
date as may be agreed to by IBM and the Company. At each Closing for each
increase in the Loan, (a) IBM shall deliver to the Company, by wire transfer of
funds to the Company's account specified in the Notice requesting such increase
in the Loan, the additional amount of the Loan to be advanced at such Closing
and (b) IBM shall endorse on the schedule attached to the Loan Note an
appropriate notation evidencing the date and amount of such increase in the
Loan.

                                  ARTICLE III

                 Representations and Warranties of the Company

         The Company represents and warrants to IBM that:

         SECTION 3.01. Organization and Standing of the Company. The Company is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Company has all requisite corporate
   19
                                                                              13

power and authority and possesses all franchises, licenses, permits,
authorizations and approvals from Governmental Authorities necessary to enable
it to use its corporate name and to own, lease or otherwise hold its properties
and assets and to carry on its business as presently conducted. As of the
Closing Date, the Company will be duly qualified to do business as a foreign
corporation in each jurisdiction in which the nature of its business or the
ownership, leasing or holding of its properties or assets requires
qualification, except where the failure to be so qualified would not have a
material adverse effect on the Company. The Company has delivered to IBM true
and complete copies of the Certificate of Incorporation, as amended to date, and
the By-laws, as in effect on the date hereof, of the Company. The stock
certificate and transfer books and the minute books of the Company (which have
been made available for inspection by IBM and its representatives) are true and
complete.

         SECTION 3.02. Authority. The Company has all requisite corporate power
and authority to enter into the Operative Agreements, to issue and deliver the
Warrant and the Loan Note and to consummate the other transactions contemplated
thereby. The execution and delivery by the Company of the Operative Agreements,
the issuance and delivery by the Company of the Loan Note and the Warrant and
the consummation by the Company of the transactions contemplated thereby have
been duly authorized by all necessary corporate action on the part of the
Company and its stockholders. This Agreement has been duly executed and
delivered by the company and constitutes, and the other Operative Agreements,
the Loan Note and the Warrant when duly executed by the Company and delivered to
IBM will constitute, the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting enforcement of creditors' rights generally and by
general equitable principles. The execution and delivery of this Agreement does
not, and the execution and delivery of the other Operative Agreements, the
issuance and delivery of the Loan Note and the Warrant, and the consummation of
the transactions contemplated hereby and thereby and compliance with the terms
hereof and thereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under, or give rise to
a right of termination, cancellation or acceleration of any obligation or to the
loss of any benefit under, or result in the creation or imposition of any Lien
of any nature
   20
                                                                              14

whatsoever upon any of the properties or assets of the Company under, (a) any
loan or credit agreement, note, bond, mortgage, indenture, deed of trust,
license, lease, contract, commitment, agreement, understanding or arrangement to
which the Company is a party or by which the Company or any of its properties or
assets is bound, (b) any provision of the Certificate of Incorporation or
By-laws of the Company or (C) any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to the Company or any of its properties
or assets. No consent, approval, order, license, permit or authorization of, or
registration, declaration or filing with, any Governmental Authority or any
other Person is required to be obtained or made by or with respect to the
Company or any of its Affiliates in connection with the execution and delivery
of any of the Operative Agreements, the issuance and delivery of the Loan Note
or the Warrant or the consummation of the transactions contemplated thereby.

         SECTION 3.03. Capital Stock of the Company. (a) The authorized capital
stock of the Company consists of (A) 7,000,000 shares of Common Stock, of which
500,000 shares are to be issued to the Founders on or prior to the First Closing
Date, as set forth on Schedule 3.03, 150,000 shares are reserved for issuance
under a Management Incentive Stock Option Plan, 500,000 shares are reserved for
issuance upon exercise of the Warrant, 666,667 shares are reserved for issuance
upon conversion of the Preferred Stock issuable upon conversion of the Loan Note
and 100,000 shares are reserved for purchase by the president and chief
operating officer of the Company, and (B) 666,667 shares of Preferred Stock, of
which no shares are issued and outstanding as of the date of this Agreement and
666,667 are reserved for issuance upon conversion of the Loan Note; and there
are no other shares of capital stock of the Company issued, or reserved for
issuance, or outstanding. The issuance of the shares of Preferred Stock issuable
upon conversion of the Loan Note and the issuance of the shares of Common Stock
issuable upon conversion of such shares of Preferred Stock and upon exercise of
the Warrant have been duly and validly authorized, and such shares of Preferred
Stock, when issued and delivered upon conversion of the Loan Note, and such
shares of Common Stock, when issued and delivered upon conversion of such shares
of Preferred Stock and upon exercise of the Warrant, will be validly issued,
fully paid and nonassessable and will not have been issued in violation of, and
will not be subject to, any preemptive or subscription rights and will not
result in the antidilution provisions of any security of the Company becoming
   21
                                                                              15

applicable. The issuance of the Loan Note and the Warrant as contemplated
hereby, the issuance of the Preferred Stock issuable upon conversion of the Loan
Note, and the issuance of the Common Stock issuable upon conversion of such
Preferred Stock or exercise of the Warrant will not violate, and is not subject
to, any preemptive or subscription rights and will not result in the
antidilution provisions of any security of the Company becoming applicable.

         (b) Except as disclosed on Schedule 3.03, there are no outstanding
warrants, options, rights, securities, agreements, subscriptions or other
commitments pursuant to which the Company is or may become obligated to issue,
deliver or sell any additional shares of capital stock of the Company or to
issue, grant, extend or enter into any such warrant, option, right, security,
agreement, subscription or other commitment. Other than as provided the
Stockholders Agreement, there are no outstanding options, rights, securities,
agreements or other commitments pursuant to which the Company is or may become
obligated to redeem, repurchase or otherwise acquire or retire any shares of
capital stock of the Company which are presently outstanding or may be issued in
the future.

         (c) Set forth on Schedule 3.03 is a true and complete list of the
record holders of Common Stock and the persons purchasing shares of Common Stock
at or prior to the First Closing, including the number of shares of Common Stock
to be purchased by each such person and the amount and type of consideration to
be paid therefor.

         (d) Other than the rights granted to IBM pursuant to this Agreement,
there are no outstanding rights which permit the holder thereof to cause the
Company to file a registration statement under the Securities Act or which
permit the holder thereof to include securities of the Company in a registration
statement filed by the Company under the Securities Act, and there are no
outstanding agreements or other commitments which otherwise relate to the
registration of any securities of the Company under the Securities Act.

         (e) All securities of the Company heretofore issued and sold by the
Company were issued and sold in compliance with all applicable Federal and state
securities laws. Assuming that the representations and warranties of IBM set
forth in Section 4.02 are true and correct, the offering, issuance and delivery
of the Loan Note and the Warrant, the issuance of shares of Preferred Stock
issuable
   22
                                                                              16

upon conversion of the Loan Note and the issuance of the shares of Common Stock
issuable upon conversion of such shares of Preferred Stock and upon exercise of
the Warrant are and will be exempt from the registration and prospectus delivery
requirements of the securities Act.

         SECTION 3.04. Equity Interests. The Company does not directly or
indirectly own any capital stock of or other equity interests in any
corporation, partnership or other entity, and the Company is not a member of or
participant in any partnership, joint venture or similar entity.

         SECTION 3.05. Financial Statements. The Company has delivered to IBM
the unaudited balance sheet of the Company as of December 31, 1990 (the "Balance
Sheet"), and the related unaudited statements of operations and stockholders'
equity of the Company from the date of incorporation through December 31, 1990,
all certified by the chief financial officer of the Company (collectively, the
"Financial Statements"). The Financial Statements are correct and complete, are
in accordance with the books and records of the Company, have been prepared in
conformity with generally accepted accounting principles consistently applied
(except as described in the notes included therein) and fairly present the
financial condition of the Company as of the date thereof and the results of its
operations for the period then ended. The Company does not have any liabilities
or obligations of any nature (whether accrued, absolute, contingent, unasserted
or otherwise) except (a) as set forth or reflected on the Balance Sheet (or
described in the notes thereto) or (b) liabilities and obligations incidental to
its formation incurred since the date of the Balance Sheet and not in violation
of this Agreement. Since December 31, 1990, there has not been any material
adverse change with respect to the Company, and the Company has not declared or
paid or made, or agreed to declare or pay or make, any dividends or other
distributions in cash or property to the stockholders of the Company.

         SECTION 3.06. Taxes. The Company, and all members of any affiliated
group within the meaning of Section 1504 of the Code (an "Affiliated Group") of
which the Company is or has been a member, has filed or caused to be filed in a
timely manner (within any applicable extension periods) all returns, reports and
forms required to be filed under the Code or under applicable state, local or
foreign laws relating to Taxes and has paid or set up adequate reserves for
payment of all Taxes required to be paid with respect to the periods covered by
such returns, reports and
   23
                                                                              17

forms. No Liens have been filed and no material claims are being asserted or, to
the best knowledge of the Company, might be asserted, with respect to any Taxes.
Neither the Company nor any member of any Affiliated Group of which the Company
is a member is delinquent in the payment of any amount of Taxes or other
governmental charges. No restrictions on assessment or collection of Taxes have
been waived with respect to the Company or any member of any Affiliated Group of
which the Company is a member and neither the Company nor any other Person has
consented to the extension of any statute of limitations with respect to the
Company or any member of any Affiliated Group of which the Company is a member
relating to Taxes. The Company has no notice of any Taxes claimed to be owed by
it or any other Person or entity on its behalf. No returns, reports or forms
filed by or on behalf of the Company with respect to Taxes are currently being
audited or examined, nor has notice been received by the Company of any audit or
examination.

         SECTION 3.07. Assets Other than Real Property. The Company has good and
marketable title to all tangible assets reflected on the Balance Sheet or
acquired after the date thereof, except those since sold or otherwise disposed
of for fair value in the ordinary course of business consistent with past
practice, in each case free and clear of all Liens except Permitted Liens. All
the tangible personal property owned by the Company is in all material respects
in good operating condition and repair, ordinary wear and tear excepted, and all
personal property leased by the Company is in all material respects in the
condition required of such property by the terms of the lease applicable thereto
during the term of such lease and upon the expiration thereof. This Section 3.07
does not relate to real property or interests in real property; such items are
covered under Section 3.08.

         SECTION 3.08. Title to Real Property. Schedule 3.08 sets forth a
complete list of all interests in real property leased by the Company. The
Company does not own any real property or interests in real property in fee. The
Company has a good and valid leasehold interest in all real property and
interests in real property shown on Schedule 3.08 to be leased by it, in each
case free and clear of all Liens except Permitted Liens.

         SECTION 3.09. Intellectual Property, etc. Schedule 3.09 sets forth a
true and complete list of all patents, trademarks, trade names, service marks
and
   24
                                                                              18

copyrights and applications therefor owned by or licensed to the Company. The
Company owns or has the right to use, without payment to any other Person, all
patents, trademarks, trade names, service marks, copyrights and other
intellectual property rights used in its business as presently conducted and to
be used in its business as proposed to be conducted. Except as set forth in
Schedule 3.09, all patents, trademarks, trade names, service marks and
copyrights of the Company have been duly registered and filed in or issued by
each appropriate Governmental Authority in the jurisdictions indicated, all
necessary affidavits of continuing use have been filed, and all necessary
maintenance fees have been paid to continue all such rights in effect. The
Company has no notice or knowledge of any objection or claim being asserted by
any Person with respect to the ownership, validity, enforceability or use of any
such patents, trademarks, trade names, service marks, copyrights, applications
therefor, trade secrets or other intellectual property rights or challenging or
questioning the validity or effectiveness of any license relating to any such
right.

         SECTION 3.10. Contracts. Except as set forth on Schedule 3.10, the
Company is not a party to or bound by any written or oral:

         (a) material agreement or contract not made in the ordinary course of
      business;

         (b) employment agreement or employment contract that is not terminable
      at will by the Company;

         (c) (i) employee collective bargaining agreement or other contract with
      any labor union, (ii) plan, program, arrangement or agreement that
      provides for the payment of severance, termination or similar type of
      compensation or benefits upon the termination or resignation of any
      employee of the Company or (iii) plan, program, arrangement or agreement
      that provides for medical or life insurance benefits for former employees
      of the Company or for current employees of the Company upon their
      retirement from, or termination of employment with, the Company;

         (d) covenant not to compete;

         (e) agreement, contract or other arrangement with (i) any stockholder
      of the Company, (ii) any Affiliate of the Company or any Affiliate of any
      stockholder of
   25
                                                                              19

      the Company or (iii) any officer, director or employee of the Company
      (other than employment agreements covered by clause (b) above), of any
      stockholder of the Company or of any Affiliate of the Company;

         (f) license or other agreement relating in whole or in part to patents,
      trademarks, trade names, service marks, copyrights or other intellectual
      property rights (including, but not limited to, any license or other
      agreement under which the Company has the right to use any of the same
      owned or held by any other Person);

         (g) agreement or contract under which the Company has (i) incurred any
      Indebtedness or (ii) given any Guarantee;

         (h) mortgage, pledge, security agreement, deed of trust or other
      document granting a Lien or security interest (including, but not limited
      to, Liens upon properties acquired under conditional sales, capital leases
      or other title retention or security devices); or

         (i) other agreement, contract, lease, license, commitment or instrument
      to which the Company is a party or by or to which it or any of its
      properties or assets or businesses is bound or subject which (i) has an
      aggregate future liability in excess of $50,000 and is not terminable by
      the Company for a cost of less than $50,000 or (ii) is otherwise material
      to the business of the Company as presently conducted or as proposed to be
      conducted.

Each agreement, contract, lease, license, commitment or instrument of the
Company set forth on Schedule 3.10 or one of the other Schedules hereto
(collectively, the "Contracts") is in full force and effect and is a legal,
valid and binding agreement of the Company and, to the best knowledge of the
Company, of each other party thereto, enforceable in accordance with its terms,
except as set forth on Schedule 3.10. Except as disclosed on Schedule 3.10, the
Company has performed or is performing all material obligations required to be
performed by it under the Contracts and is not (with or without notice or lapse
of time or both) in breach or default in any material respect thereunder and, to
the best knowledge of the Company, no other party to any of the Contracts is
(with or without notice or lapse of time or both) in breach or default in any
material respect thereunder.
   26
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         SECTION 3.11. Litigation; Decrees. There are no lawsuits, claims,
arbitration or other proceedings or investigations (a) pending or, to the best
knowledge of the Company, threatened by or against or affecting the Company or
any of its properties or assets or (b) to the best knowledge of the Company,
pending or threatened by or against any of the officers or employees of the
Company which relate to or involve the termination by such person of his
employment with any of such person's former employers. To the best knowledge of
the Company, there is no basis for any such lawsuit, claim, arbitration or other
proceeding or investigation. There is no outstanding judgment, order or decree
of any Governmental Authority or arbitrator applicable to the Company or any of
its properties, assets or business having, or which, insofar as can be
reasonably foreseen, in the future may have, a material adverse effect on the
Company or its business as proposed to be conducted.

         SECTION 3.12. Compliance with Applicable Laws. The Company and its
properties, assets, operations and business are in compliance in all material
respects with all applicable statutes, laws, ordinances, rules and regulations
of any Governmental Authority and any filing requirements relating thereto,
including laws and regulations relating to environmental requirements (including
requirements with respect to air, water and noise pollution).

         SECTION 3.13. Certain Employee Matters. (a) No officer or director of
the Company is, and, to the best knowledge of the Company, no other employee of
the Company is, a party to or bound by any contract (including licenses,
covenants or agreements of any nature) or other commitment or obligation, or
subject to any judgment, decree or order of any Governmental Authority, that may
interfere with the use of such director's, officer's or other employee's best
efforts to promote the interests of the Company, conflict with the business of
the Company (as now conducted or as proposed to be conducted) or the
transactions contemplated by the Operative Agreements or have a material adverse
effect on the Company. No activity of any employee of the Company as or while an
employee of the Company has caused a violation of any employment contract,
confidentiality agreement, patent disclosure agreement or other contract or
agreement. Neither the execution and delivery of the Operative Agreements, nor
the conduct of the business of the Company as presently conducted, or as
proposed to be conducted, will conflict with or result in a breach of the terms,
conditions or provisions of, or constitute a default
   27
                                                                              21

under, any contract, covenant or instrument under which any such employees are
now obligated.

         (b) All former and current members of management and key personnel of
and consultants to the Company have executed and delivered to the Company a
confidential information agreement restricting such person's right to disclose
confidential information of the Company. All such members of management and key
personnel of and consultants to the Company have been party to a "work-for-hire"
arrangement or agreement with the Company pursuant to which either (i), in
accordance with applicable Federal and state law, the Company has been accorded
full, effective, exclusive and original ownership of all tangible and intangible
property thereby arising or (ii) there has been conveyed to the Company by
appropriately executed instruments of assignment full, effective and exclusive
ownership of all tangible and intangible property thereby arising. No employee,
agent, consultant or contractor associated with any of the members of management
or key personnel of the Company who has contributed to or participated in the
conception and development of software or other proprietary rights of the
Company has any claim against the Company in connection with such person's
involvement in the conception and development of the software or other
proprietary rights of the Company and no such claim has been asserted or is
threatened.

         (c) Neither the Company nor any of its officers or employees have any
patents issued or applications pending for any device, process, design or
invention of any kind now used or needed by the Company in the furtherance of
its business operations as presently conducted or as proposed to be conducted,
which patents or applications have not been assigned to the Company with such
assignment duly recorded in the United States Patent Office.

         SECTION 3.14. Insurance. Schedule 3.14 sets forth a complete and
accurate list and description, including, but not limited to, annual premiums
and the deductibles, of all policies of fire, liability, product liability,
workmen's compensation, health and other forms of insurance presently in effect
with respect to the Company's business, true copies of which have been delivered
to, or made available for review by, IBM. All such policies are valid,
outstanding and enforceable policies and provide insurance coverage for the
properties, assets and operations of the Company, of the kinds, in the amounts
and against the risks (a) required to comply with laws and (b) customarily
   28
                                                                              22

maintained by organizations similarly situated. The Company has not been refused
any insurance with respect to any aspect of the operations of its business nor
has its coverage been limited by any insurance carrier to which it has applied
for insurance or with which it has carried insurance. No notice of cancellation
or termination has been received with respect to any such policy. The activities
and operations of the Company have been conducted in a manner so as to conform
in all material respects to all applicable provisions of such insurance
policies.

         SECTION 3.15. Benefit Plans. (a) Schedule 3.15 sets forth a list and
brief description of all "employee pension benefit plans" (as defined in Section
3(2) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), "employee welfare benefit plans" (as defined in Section 3(1) of
ERISA), bonus, deferred compensation plans or arrangements, and other employee
fringe benefit plans (all the foregoing being herein called "Benefit Plans")
maintained, or contributed to, by the Company for the benefit of any officers or
employees of the Company, whether of a legally binding nature or in the nature
of informal understandings. The Company has delivered to IBM true, complete and
correct copies of (i) each Benefit Plan (or, in the case of any unwritten
Benefit Plan, a brief description thereof), (ii) the most recent annual report
on Form 5500 filed with the Internal Revenue Service with respect to any Benefit
Plan (if any such report was required) and (iii) each trust agreement and group
annuity contract relating to any Benefit Plan.

         (b) The Company is in compliance in all material respects with the
provisions of ERISA and the regulations and published interpretations
thereunder. No "reportable event" (as defined in Section 4043 of ERISA and the
regulations thereunder) has occurred with respect to any Benefit Plan which is
subject to the provisions of Title IV of ERISA and which is maintained for
employees of the Company or any of its Affiliates. There are no unfunded vested
liabilities under any such Benefit Plan.

         SECTION 3.16. Effect of Transaction. No creditor, supplier, employee,
client or other customer or other Person having a material business relationship
with the Company has informed the Company that such Person intends to change the
relationship because of the transactions contemplated by this Agreement.
   29
                                                                              23

         SECTION 3.17. Disclosure. The Company has not knowingly failed to
disclose to IBM any facts material to its condition (financial or otherwise),
properties, assets, liabilities, earnings, operations, prospects or businesses.
No representation or warranty of the Company contained in this Agreement, and no
statement contained in any document, certificate or Schedule furnished or to be
furnished by or on behalf of the Company to IBM or any of its representatives
pursuant to any of the Operative Agreements, contains or will contain any untrue
statement of a material fact or omits or will omit to state any material fact
necessary, in light of the circumstances under which it was or will be made, in
order to make the statements herein or therein not misleading or necessary in
order to fully and fairly provide the information required to be provided in any
such document, certificate or Schedule. There is no fact which the Company has
not disclosed to IBM in writing which materially adversely affects, or (insofar
as reasonably can be foreseen) in the future will materially adversely affect,
the business, properties, assets, liabilities, earnings, capitalization,
stockholders' equity, condition (financial or otherwise), operations, licenses
or franchises, results of operations or prospects of the Company or the ability
of the Company to perform the Operative Agreements or its obligations in respect
of the Loan Note and the Warrant (and the shares of Preferred Stock issuable
upon conversion of the Loan Note and the shares of Common Stock issuable upon
conversion of such shares of Preferred Stock and upon exercise of the Warrant) .

         SECTION 3.18. Proprietary Rights. The conduct of the Company's business
as presently conducted and as proposed to be conducted will not violate or
conflict with the patents, trademarks, service marks, trade names, copyrights,
trade secrets, licenses, information or other proprietary rights or processes of
any other Person. Except in the ordinary course of business or as disclosed on
Schedule 3.18, the Company has not granted any options, licenses or agreements
of any kind relating to its intellectual property, nor is the Company bound by
or a party to any options, licenses or agreements of any kind with respect to
the patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information or other proprietary rights or processes of any other
Person. The Company has not received any communications alleging that the
Company has violated or, by conducting its business as proposed, would violate
any of the patents, trademarks, service marks, trade names, copyrights or trade
secrets or other proprietary rights or processes of any other Person.
   30
                                                                              24

                                   ARTICLE IV

                      Representations and Warranties of IBM

         IBM hereby represents and warrants to the Company as follows:

         SECTION 4.01. Organization and Authority. IBM is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York. IBM has all requisite corporate power and authority to enter into the
Operative Agreements and to consummate the transactions contemplated thereby.
The execution and delivery by IBM of the Operative Agreements and the
consummation by IBM of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of IBM. The Operative
Agreements, when duly executed and delivered by IBM, will constitute valid and
binding obligations of IBM, enforceable against IBM in accordance with their
terms except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting enforcement of creditors'
rights generally and by general equitable principles.

         SECTION 4.02. Securities Act. IBM is acquiring the Loan Note and the
Warrant for investment only and not with a view to any public distribution of
all or any portion of the Loan Note, the Warrant, the Preferred Stock issuable
upon conversion of the Loan Note or the Common Stock issuable upon the
conversion of such Preferred Stock or the exercise of such Warrant, and IBM will
not offer to sell or otherwise dispose of all or any portion of the Loan Note,
the Warrant, such Preferred Stock or such Common Stock in violation of any of
the registration requirements of the Securities Act. The certificates evidencing
the Loan Note, the Warrant, such Preferred Stock and such Common Stock will bear
a legend reading substantially as follows:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
     IN COMPLIANCE WITH THAT ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
     ARE SUBJECT TO THE PROVISIONS OF A LOAN AND WARRANT PURCHASE AGREEMENT
     DATED AS OF FEBRUARY 6, 1991, BETWEEN INTEGRATED SURGICAL SYSTEMS, INC.
     (THE "COMPANY"), AND INTERNATIONAL BUSINESS MACHINES CORPORATION,
   31
                                                                              25

     COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
     COMPANY.

         SECTION 4.03. Accredited Investor. IBM represents that it is an
"accredited investor" as such term is defined in Regulation D under the
Securities Act.

                                   ARTICLE V

                      Conditions of Purchaser's Obligations

         The obligations of IBM to extend or increase the Loan, and to purchase
the Loan Note and the Warrant, are subject to the satisfaction (or waiver by
IBM) as of the First Closing Date or the relevant Additional Closing Date, as
the case may be, of the following conditions in Sections 5.01-5.15:

         SECTION 5.01. Representations and Warranties. The representations and
warranties of the Company made in this Agreement shall be true and correct in
all material respects as of the date of this Agreement and as of such Closing
Date with the same effect as if made at and as of such Closing Date, except (a)
to the extent such representations and warranties expressly relate to an earlier
time, (b) with respect to the Additional Closing Dates, to the extent such
representations relate to the completeness and accuracy of the Schedules to the
representations of the Company in Article III, in which case the Company shall
be entitled to update such Schedules by providing IBM replacement schedules
dated such Closing Date, and (c) with respect to the Additional Closing Dates,
the Financial Statements and Balance Sheet, for the purpose of Section 3.05,
shall be the most recent financial statements and balance sheet delivered by the
Company to IBM prior to such Closing Date. The Company shall have performed in
all material respects the covenants and agreements of the Company contained in
the Operative Agreements required to be performed at or prior to the Closing.

         SECTION 5.02. No Defaults. The Company shall not be in default (with or
without notice or lapse of time or both) under, and shall not have breached,
this Agreement or any of the other Operative Agreements, and no Default or Event
of Default shall have occurred and be continuing.

         SECTION 5.03. Consents and Approvals. The Company shall have obtained
or made all consents, approvals,
   32
                                                                              26

orders, licenses, permits and authorizations of, and registrations, declarations
and filings with, any Governmental Authority or any other Person required to be
obtained or made by or with respect to the Company in connection with the
execution and delivery of the Operative Agreements or the consummation of the
transactions contemplated thereby.

         SECTION 5.04. Operative Agreements. The Company, IBM and the Founders
(in the case of the Stockholders Agreement) shall have entered into each of the
Operative Agreements in form and substance satisfactory to IBM and each
Operative Agreement shall be in full force and effect.

         SECTION 5.05. Due Diligence. Prior to the First Closing Date, IBM shall
have completed its due diligence and business review of the Company and the
results of such review shall be satisfactory to IBM in its sole discretion.

         SECTION 5.06. Injunctions, etc. No injunction or order of any
Governmental Authority shall be in effect as of the Closing, and no lawsuit,
claim, proceeding or investigation shall be pending or threatened by or before
any Governmental Authority as of the Closing, which would restrain or prohibit
the making of the Loan or the issuance of the Loan Note or the consummation of
any of the other transactions contemplated by the Operative Agreements or
invalidate or suspend any provision of the Operative Agreements.

         SECTION 5.07. Certificate of Incorporation. The Certificate of
Incorporation of the Company shall have been amended to include the provisions
of Exhibit C (the "Certificate of Amendment") and shall not have been further
amended in any respect except as consented to by IBM in writing.

         SECTION 5.08. By-laws. The By-laws of the Company shall contain
provisions which effect the arrangements contemplated in Section 7.10 and such
other provisions as IBM or its counsel may reasonably request relating to the
transactions contemplated hereby.

         SECTION 5.09. Closing Documents. The Company shall have delivered to
IBM the following:

         (a) a certificate of the chief executive officer and the chief
     financial officer of the Company, dated the First Closing Date or the
     Additional Closing Date, as the case may be, to the effect that the
     conditions specified in Sections 5.01, 5.02, 5.03, 5.06, 5.07,
   33
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     5.08, 5.11 and 5.12, and in the case of the Additional Closings, the
     conditions therefor specified in Section 5.14, have been satisfied;

         (b) incumbency certificates dated the First Closing Date or the
     Additional Closing Date, as the case may be, for the officers of the
     Company executing the Operative Agreements and any documents delivered in
     connection with the Operative Agreements and the Closing;

         (c) a certificate of the Secretary or an Assistant Secretary of the
     Company, dated the First Closing Date or the Additional Closing Date, as
     the case may be, certifying the attached copies of the By-laws of the
     Company and the resolutions adopted by the Board of Directors of the
     Company authorizing the execution and delivery by the Company of the
     Operative Agreements and the consummation by the Company of the
     transactions contemplated thereby, including the issuance and delivery of
     the Loan Note and the Warrant;

         (d) a certified copy of the Certificate of Incorporation of the Company
     as filed with the Secretary of State of the State of Delaware, as amended
     to a recent date;

         (e) a certificate of the Secretary of State of the State of Delaware,
     dated a recent date, certifying that the Company is in good standing in the
     State of Delaware and that all annual reports, if any, have been filed as
     required and that all fees have been paid in connection therewith; and

         (f) such other certificates or documents as IBM or its counsel may
     reasonably request relating to the transactions contemplated hereby.

         SECTION 5.10. Opinion of Counsel. IBM shall have received an opinion
dated the First Closing Date or the Additional Closing Date, as the case may be,
of Wilson, Sonsini, Goodrich & Rosati, counsel to the Company, in the form of
Exhibit G.

         SECTION 5.11. Employment and Consulting Agreements. The Company shall
have entered into (i) an employment contract in the form of Exhibit H with Dr.
Howard Paul as Chairman and Chief Technical Officer and (ii) a consulting
agreement in the form of Exhibit I with Dr. William
   34
                                                                              28

Bargar, and such contract and such consulting agreement shall each be in full
force and effect.

         SECTION 5.12. Founders Subscription Agreements. The Company shall have
entered into the Founders Subscription Agreements with the Founders.

         SECTION 5.13. Proceedings. All corporate and legal proceedings taken by
the Company in connection with the transactions contemplated by the Operative
Agreements and all documents and papers relating to such transactions shall be
reasonably satisfactory in form and substance to IBM and its counsel, and IBM
shall have received all such certified or other copies of all such documents as
it shall have reasonably requested.

         SECTION 5.14. Additional Closings. The obligation of IBM to increase
the Loan on the Additional Closing Dates is subject to the condition that there
does not exist any Default on the applicable Additional Closing Date and to the
following additional conditions:

         (a) Prior to the Second Closing Date designated in the Notice IBM shall
     have received from the Company as required by Section 2.01(b), the Company
     shall have demonstrated to the satisfaction of IBM that:

                  (i) the Company shall have hired a president and chief
         operating officer acceptable to IBM;

                  (ii) the Company shall have received letters of intent from
         three hospitals to purchase complete hip systems for use in human
         clinical trials under the Investigational Device Exemption; and

                  (iii) the Company shall have obtained the life insurance and
         disability policies referred to in Section 7.16.

         (b) Prior to the Third Closing Date designated in the Notice IBM shall
     have received from the Company as required by Section 2.01(b), the Company
     shall have demonstrated to the satisfaction of IBM that the Company shall
     have completed the design and testing of a final complete hip system to be
     delivered for the first human clinical use.

         (c) Prior to the Fourth Closing Date designated in the Notice IBM shall
     have received from the Company
   35
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     as required by Section 2.01(b), the Company shall have demonstrated to the
     satisfaction of IBM that there has been a successful completion of the
     first human clinical hip operation using a complete system of the Company.

                                   ARTICLE VI

                       Conditions of Company's Obligations

         The obligation of the Company to issue and deliver the Loan Note and
the Warrant to IBM is subject to the satisfaction (or waiver by the Company) as
of the First Closing Date of the following conditions:

         SECTION 6.01. Representations and Warranties. The representations and
warranties of IBM made in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of the Closing with
the same effect as if made at and as of the Closing, except to the extent such
representations and warranties expressly relate to an earlier time.

         SECTION 6.02. Injunctions, etc. No injunction or order of any
Governmental Authority shall be in effect with respect to IBM as of the Closing,
and no lawsuit, claim, proceeding or investigation shall be pending or
threatened by or before any Governmental Authority with respect to IBM as of the
Closing, which would restrain or prohibit the making of the Loan or the issuance
of the Warrant or the consummation of any of the other transactions contemplated
by the Operative Agreements or invalidate or suspend any provision of the
Operative Agreements.

         SECTION 6.03. Closing Documents. IBM shall have delivered to the
Company a certificate of an officer or other person duly authorized to sign
contracts on behalf of IBM to the effect that the conditions specified in
Sections 6.01 and 6.02 have been satisfied.

                                  ARTICLE VII

                             Affirmative Covenants

         The Company covenants and agrees with IBM that (1) so long as the
principal of or interest on the Loan Note
   36
                                                                              30

or any other expenses or amounts payable under this Agreement or the Loan Note
shall be unpaid, or (2) IBM beneficially owns Voting Securities representing at
least 5% of the Actual Voting Power of the Company (or, in the case of Section
7.13, 25% of the Actual Voting Power of the Company), unless IBM shall otherwise
consent in writing:

         SECTION 7.01. Accounting System. The Company shall maintain all its
financial records in accordance with generally accepted accounting principles
consistently applied.

         SECTION 7.02. Periodic Reports; Budgets. (a) The Company shall furnish
to IBM within 60 days after the end of each fiscal year of the Company, an
annual report of the Company, including an audited balance sheet as of the end
of such fiscal year and the related audited statements of operations,
stockholders' equity and cash flows for such fiscal year (or similar statements
if the foregoing statements change as the result of changes in generally
accepted accounting principles), setting forth in each case in comparative form
the corresponding figures for the preceding fiscal year and for the budget for
the fiscal year just completed (provided, however, that information as to the
budgeted figures need not be audited), all of which shall fairly present the
financial condition of the Company as of the dates shown and the results of its
operations for the periods then ended. Such financial statements shall be
accompanied by the report thereon of nationally recognized independent public
accountants reasonably satisfactory to IBM to the effect that such financial
statements have been prepared in conformity with generally accepted accounting
principles applied on a basis consistent with prior years (except as otherwise
specified in such report). The Company shall conduct its business so that such
report of the independent public accountants shall not contain any
qualifications as to the scope of the audit or with respect to the Company's
compliance with generally accepted accounting principles consistently applied,
except for changes in methods of accounting in which such accountants concur.
The Company shall also include with such financial statements a calculation of
primary and fully diluted earnings per share, a schedule showing the calculation
of conversion rates applying to any convertible securities of the Company and a
schedule of sales and repurchases of securities of the Company showing the
amount and type of, and the price received or paid for, such security and the
seller and purchaser.
   37
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         (b) The Company shall furnish to IBM within 30 days after the end of
each calendar quarter, a quarterly report of the Company consisting of an
unaudited balance sheet as of the end of such quarter and the related unaudited
statements of operations, stockholders' equity and cash flows for such quarter
and for the fiscal year to date, setting forth in each case in comparative form
the corresponding figures for the preceding fiscal year and for the budget for
the current fiscal year. All such reports shall be certified by the chief
financial officer of the Company to fairly present the financial condition of
the Company as of the dates shown and the results of its operations for the
periods then ended and to have been prepared in conformity with generally
accepted accounting principles consistently applied except for normal,
recurring, year-end audit adjustments and the absence of footnotes.

         (c) The Company shall furnish to IBM, as soon as practicable and in any
event within 30 days after the end of each calendar month, a monthly report of
the Company consisting of an unaudited balance sheet as of the end of such month
and the related unaudited statements of operations, stockholders' equity and
cash flows for such month and for the fiscal year to date, setting forth in each
case in comparative form the corresponding figures for the preceding fiscal year
and for the budget for the current fiscal year. All such reports shall be
certified by the chief financial officer of the Company to fairly present the
financial condition of the Company as of the dates shown and the results of its
operations for the periods then ended and to have been prepared in conformity
with generally accepted accounting principles consistently applied except for
normal, recurring, year-end audit adjustments and the absence of footnotes.

         (d) The Company shall furnish to IBM, as soon as practicable and in any
event not less than 30 days prior to the commencement of each fiscal year of the
Company, (i) an annual operating budget for the Company, approved by the Board
of Directors of the Company, for the succeeding fiscal year, containing
projections of profit and loss, cash flow and ending balance sheets for each
month of such fiscal year and (ii) a business plan for the Company relating to
the succeeding fiscal year setting forth in reasonable detail a development
plan, financial plan and marketing plan, budgeted and projected figures and
other information. Promptly upon preparation thereof, the Company shall furnish
to IBM any other operating budgets or business plans that the
   38
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Company may prepare and any revisions of such previously furnished budgets or
business plans.

         (e) The annual reports, quarterly reports and monthly reports furnished
pursuant to Section 7.02 (a), (b) and (c) shall include a narrative discussion
prepared by the Company describing the business operations of the Company during
the period covered by such reports.

         SECTION 7.03. Certificates of Compliance. Concurrently with the
furnishing of the reports pursuant to Sections 7.02 (a), (b) and (c), the
Company shall furnish to IBM a certificate of the chief executive officer or the
chief financial officer of the Company stating that to such officer's best
knowledge the Company is not in default (with or without notice or lapse of time
or both) under, and has not breached, any material agreements or obligations,
including, without limitation, any of the Operative Agreements, or if any such
default or breach exists, specifying in detail the nature and period of
existence thereof and what actions the Company has taken and proposes to take
with respect thereto. The Company covenants that promptly after the occurrence
of any default (with or without notice or lapse of time or both) under, or
breach of, any Operative Agreement or any other material agreement or
obligation, it shall deliver to IBM a certificate of an officer of the Company
specifying in detail the nature and period of existence thereof and what actions
the Company has taken and proposes to take with respect thereto.

         SECTION 7.04. Other Reports and Inspection. The Company shall furnish
promptly to IBM copies of any financial statements or financial or other reports
prepared by the Company for or otherwise furnished to or filed with its
stockholders or any lender to the Company or any Governmental Authority. The
Company shall furnish promptly to IBM such other documents, reports, financial
data and other information as IBM may reasonably request. The Company shall,
upon reasonable prior notice and during normal business hours, make available to
IBM or its representatives or designees all properties, assets, books of
accounts, corporate records and contracts of the Company, and any other material
reasonably requested by IBM, for inspection and shall use its best efforts to
make available to IBM (with the approval of the Company which shall not be
unreasonably withheld) the directors, officers, employees, customers,
independent accountants and vendors of the Company for interviews to verify all
information furnished
   39
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and otherwise to become familiar with the Company and its business, operations,
properties and assets.

         SECTION 7.05. Insurance. The Company shall maintain valid policies of
workers' compensation, fire and casualty, liability and other forms of insurance
with financially sound and reputable insurers in such amounts, with such
deductibles and against such risks and losses as are reasonable for the business
and assets of the Company, and the Company shall maintain such other insurance
as may be required by law. Prior to the first human clinical trial, the Company
shall obtain, and thereafter maintain, an additional product liability insurance
policy covering IBM as an additional named insured in the amount of $5 million.
The activities and operations of the Company shall be conducted in a manner so
as to conform in all material respects to all applicable provisions of such
insurance policies.

         SECTION 7.06. Licenses; Other Property. The Company shall obtain,
preserve, renew and keep in full force and effect all rights, licenses, permits,
patents, copyrights, trademarks, service marks, trade names and other
authorizations, from Governmental Authorities or any other Person, utilized by
the Company which shall be necessary in any material respect to the conduct of
its business, unless such rights, licenses, permits, patents, copyrights,
trademarks, service marks, trade names and authorizations are not in full force
and effect and such is contested diligently and in good faith by the Company.
The Company shall maintain and preserve all property material to the conduct of
its business and keep such property in good repair, working order and condition
and from time to time make, and cause to be made, all needful and proper
repairs, renewals, additions, improvements and replacements thereto necessary in
order that the business carried on in connection therewith may be properly
conducted at all times.

         SECTION 7.07. Material Changes and Other Notices. The Company shall
promptly notify IBM of (a) any material adverse change with respect to the
Company, (b) any lawsuit, claim, proceeding or investigation pending or, to the
best knowledge of the Company, threatened, or any judgment, order or decree
involving the Company which would have a material adverse effect on the Company
and (c) any Event of Default or Default, specifying the nature and extent
thereof and the corrective action proposed to be taken with respect thereto.
   40
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         SECTION 7.08. Compliance with Applicable Laws. The Company shall comply
in all material respects with all applicable statutes, laws, ordinances, rules
and regulations of any Governmental Authority (whether now in effect or
hereinafter enacted) and any filing requirements relating thereto. Such
obligation shall include complying in all material respects with the applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended,
and filing in a timely manner (within any applicable extension periods) all
returns, reports and forms required to be filed under the Code or under
applicable state, local or foreign laws relating to Taxes and timely paying in
full all Taxes required to be paid in respect of the periods covered by such
returns, reports and forms, except to the extent such statutes, laws,
ordinances, rules, regulations, filing requirements or Taxes are being contested
diligently and in good faith by the Company (and, in the case of Taxes, adequate
reserves for payment thereof have been set up). The Company shall do all things
necessary to preserve, renew and keep in full force and effect and in good
standing its corporate existence and authority necessary to continue its
business.

         SECTION 7.09. Agreements with Employees. The Company shall cause all
members of management and all professional employees of the Company, including
all employees involved in the development of its products, to enter into
agreements, in form and substance satisfactory to IBM, relating to nondisclosure
of confidential information and assignment of patents, trademarks and copyrights
to the Company. In addition, the Company shall cause the Founders and, unless
the Company's board of directors otherwise unanimously agrees, executive
officers of the Company to enter into noncompetition agreements in form and
substance reasonably satisfactory to IBM.

         SECTION 7.10. Board of Directors; Committees. The Company covenants
that at all times its Certificate of Incorporation or By-laws will contain
provisions (i) authorizing five directors and (ii) indemnifying its directors to
the fullest extent permitted under applicable law. The Company shall reimburse
members of the Board for their reasonable out-of-pocket expenses incurred to
attend meetings of the Board or any committee thereof. The Company shall at all
times maintain a Compensation Committee and an Audit Committee of the Board. All
the members of the Audit Committee and a majority of the members of the
Compensation Committee shall consist of directors who are not members of
management of or consultants to the Company. The
   41
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Compensation Committee shall make recommendations to the Board regarding all
matters of compensation, including stock options for officers and employees of
the Company. The By-laws of the Company shall always contain provisions
consistent with the provisions of this Section 7.10.

         SECTION 7.11. Use of Proceeds. The Company shall use the proceeds of
the Loan for purposes of conducting the business of the Company in accordance
with the Business Plan.

         SECTION 7.12. Obligations. The Company shall pay its Indebtedness and
other obligations promptly and in accordance with their terms before the same
shall become delinquent or in default, as well as all lawful claims for labor,
materials and supplies or otherwise which, if unpaid, might give rise to a Lien
upon its income or profits or in respect of its property or any part thereof.

         SECTION 7.13. Business Plan. The Company shall conduct its operations
in accordance with the Business Plan, as it may be amended with IBM's consent
from time to time, and the Company shall submit to IBM for review any changes to
the Business Plan that it proposes to implement. The Company shall not make a
substantive change in strategic direction from the Business Plan without IBM'S
approval.

         SECTION 7.14. Agreements with Stockholders. The Company shall use its
best efforts to cause all Significant Stockholders to enter into an agreement
with IBM and the Company substantially in the form of the Stockholder's
Agreement.

         SECTION 7.15. Additional Purchase Rights. Whenever the Company proposes
to issue, deliver or sell any Voting Securities, other than the 150,000 shares
of Common Stock reserved for issuance under the Management Incentive Stock
Option Plan or the 100,000 shares of Common Stock reserved for purchase by the
President and Chief Operating Officer, as a result of which IBM's percentage
interest in the Total Voting Power of the Company would be reduced, the Company
shall give IBM written notice at least 60 days prior to such issuance and shall
offer to sell to IBM and, if such offer is accepted in writing by IBM within 60
days of receipt by IBM of such offer, shall sell to IBM, at a purchase price per
share equal to the sale price of such Voting Securities, up to and including
that amount of such Voting Securities which, if purchased by IBM, would result
in IBM retaining its percentage interest in the Total Voting
   42
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Power of the Company in effect prior to such issuance, delivery or sale of
Voting Securities. For the purpose of the preceding sentence, if the sale price
at which the Company proposes to issue, deliver or sell any Voting Securities is
to be paid with consideration other than cash, then the purchase price at which
IBM may acquire such Voting Securities shall be equal in value but payable
entirely in cash. Within 30 days after the end of each calendar quarter, the
Company shall give IBM written notice of the number of Voting Securities issued,
delivered or sold during such calendar quarter pursuant to the Company's
employee stock plans (including upon the exercise, but not upon the issuance, of
stock options but excluding the 250,000 shares of Common Stock reserved for
issuance and referred to in the first sentence of this Section 7.15) and shall
offer to sell to IBM and, if such offer is accepted in writing by IBM within 60
days of receipt by IBM of such offer, shall sell to IBM at a purchase price per
share equal to the weighted average exercise price for the Voting Securities
issued, delivered or sold during such calendar quarter pursuant to the employee
stock plans or such other stock options up to and including that amount of such
Voting Securities which, if purchased by IBM, would result in IBM retaining such
percentage interest in the Actual Voting Power of the Company that it would have
had if the Voting Securities issued, delivered or sold during such calendar
quarter pursuant to the employee stock plans or such other stock options had not
been so issued, delivered or sold. The closing of any purchase and sale of
Voting Securities pursuant to this Section 7.15 shall take place on such date,
within 30 days after acceptance by IBM of an offer by the Company, as shall be
specified by IBM in such acceptance.

         SECTION 7.16. Key-Person Insurance. The Company shall use its best
efforts to obtain, and maintain in effect, at the expense of the Company, a
key-person life insurance policy and a disability policy with respect to Dr.
Howard Paul, each in the amount of not less than the outstanding balance of the
Loan Note. Such insurance policies shall be in addition to any policies
maintained prior to obtaining such policies. The proceeds of the insurance under
such policies shall be held in escrow for the benefit of IBM, under escrow
arrangements satisfactory in form and substance to IBM, for repayment of
principal of and interest on the Loan Note, and otherwise shall be payable to
the Company.

         SECTION 7.17. Appointment of President and Chief Operating Officer. The
Company shall and shall cause
   43
                                                                              37

Dr. Paul and Dr. Bargar to work together with IBM to identify, qualify and
negotiate to hire, on behalf of the Company, a mutually acceptable president and
chief operating officer to manage the daily operations of the Company.

         SECTION 7.18. Additional Closings. The Company shall use all reasonable
efforts to cause the Additional Closing Dates to occur by the estimated dates
therefor set forth in Section 2.01, or as soon thereafter as possible.

                                  ARTICLE VIII

                               Negative Covenants

         The Company covenants and agrees with IBM that, so long as the
principal of or interest on the Loan Note or any other expenses or amounts
payable under this Agreement or the Loan Note shall remain unpaid, or (except in
the case of Section 8.07) so long as IBM beneficially owns Voting Securities
representing at least 25% or the Actual Voting Power of the Company, or, in the
case of Section 8.07, so long as IBM beneficially owns Voting Securities
representing at least 40% of the Total Voting Power of the Company, unless IBM
shall otherwise consent in writing:

         SECTION 8.01. Indebtedness. The Company shall not incur, create, assume
or permit to exist any Indebtedness to any stockholder of the Company other than
IBM unless, in the instrument creating or evidencing the Indebtedness or
pursuant to which the Indebtedness is outstanding, it is provided that such
Indebtedness is subordinated in right of payment to the Loan and the Loan Note
in a manner satisfactory to IBM.

         SECTION 8.02. Liens. The Company shall not create, incur, assume or
permit to exist any Lien on any property or assets now owned or hereafter
acquired by it or on any income or rights in respect of any thereof, except
Permitted Liens.

         SECTION 8.03. Sale and Lease-Back Transactions. The Company shall not
enter into any arrangement, directly or indirectly, with any Person whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property which it intends to use for substantially the
same purpose or purposes as the property being sold or transferred.
   44
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         SECTION 8.04. Investments, Loans and Advances. The Company shall not
purchase, hold or acquire any capital stock, evidences of Indebtedness or other
securities of, make or permit to exist any loans or advances to, or make or
permit to exist any investment or any other interest in, any other Person.

         SECTION 8.05. Mergers, Consolidations, Sales of Assets and
Acquisitions. The Company shall not (i) merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, (ii)
dissolve or liquidate, (iii) enter into any transaction or series of related
transactions which would result in a Change of Control, or (iv) sell, transfer,
license, lease or otherwise dispose of (in one transaction or in a series of
transactions) more than 5% of its assets (whether now owned or hereafter
acquired) except in the ordinary course of business or purchase, lease or
otherwise acquire (in one transaction or a series of transactions) all or any
substantial part of the assets of any other Person.

         SECTION 8.06. Transactions with Affiliates. The Company shall not sell
or transfer any property or assets to, or purchase or acquire any property or
assets of, or otherwise engage in any other transactions with, any of its
stockholders or Affiliates, except that as long as no Default or Event of
Default shall have occurred and be continuing, the Company may engage in any of
the foregoing transactions in the ordinary course of business at prices and on
terms and conditions not less favorable to the Company than could be obtained on
an arm's-length basis from unrelated third parties.

         SECTION 8.07. Initial Public Offering. The Company will not file a
registration statement for the initial registration of any of its securities
under the Securities Act.

         SECTION 8.08. Senior Debt. The Company will not incur or suffer to
exist any Indebtedness that would result in the Company's Senior Debt (as
defined in Section 2(b) of the Loan Note, but without regard to the proviso
thereto) exceeding $3 million.

         SECTION 8.09. Management Incentive Stock Option Plan. The Company will
not amend the terms of the Company's Management Incentive Stock Option Plan.
   45
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         SECTION 8.10. Founders Subscription Agreements. The Company will not
amend or waive any requirements under the Founders Subscription Agreements.

                                   ARTICLE IX

                               Events of Default

         SECTION 9.01. In case of the happening of any of the following events
("Events of Default"):

         (a) any representation or warranty made in or in connection with this
     Agreement or the Loan Note, or any representation, warranty, statement or
     information contained in any report, certificate, financial statement or
     other instrument furnished in connection with or pursuant to this Agreement
     or the Loan Note, shall prove to have been false or misleading in any
     material respect when so made or furnished;

         (b) the Company shall fail to pay any installment of interest or any
     principal on the Loan on the due date thereof, and such default shall
     continue unremedied for a period of 15 days in the case of interest or 5
     days in the case of principal;

         (c) default shall be made in any material respect in the due observance
     or performance by the Company of any covenant, condition or agreement
     contained in Section 7.07, 7.08, 7.10, 7.11, 7.13, 7.14, 7.15 or 7.16 or in
     Article VIII;

         (d) default shall be made in any material respect in the due observance
     or performance by the Company of any term, covenant, condition or agreement
     contained in this Agreement, the Loan Note or any other Operative Agreement
     (other than those specified in (b) or (c) above), and such default shall
     continue unremedied for a period of 30 days after notice thereof from IBM
     to the Company;

         (e) the Company shall (i) fail to pay any principal or interest,
     regardless of amount, due in respect of any Indebtedness (other than the
     Loan Note) in a principal amount in excess of $50,000, when and as the same
     shall become due and payable, or. (ii) fail to observe or perform any other
     term, covenant, condition or agreement contained in any agreement or
     instrument
   46
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     evidencing or governing any such Indebtedness if the effect of any failure
     referred to in this clause (ii) is to cause (pursuant to action by the
     holder or holders of such Indebtedness or a trustee on its or their behalf
     or otherwise) such Indebtedness to become due prior to its stated maturity;

         (f) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed in a court of competent jurisdiction seeking (i)
     relief in respect of the Company, or of a substantial part of the property
     or assets of the Company, under Title 11 of the United States Code, as now
     constituted or hereafter amended, or any other Federal or state bankruptcy,
     insolvency, receivership or similar law, (ii) the appointment of a
     receiver, trustee, custodian, sequestrator, conservator or similar official
     for the Company or for a substantial part of the property or assets of the
     Company or (iii) the winding-up or liquidation of the Company; and such
     proceeding or petition shall continue undismissed for 90 days or an order
     or decree approving or ordering any of the foregoing shall be entered;

         (g) the Company shall (i) voluntarily commence any proceeding or file
     any petition seeking relief under Title 11 of the United States Code, as
     now constituted or hereafter amended, or any other Federal or state
     bankruptcy, insolvency, receivership or similar law, (ii) consent to the
     institution of, or fail to contest in a timely and appropriate manner, any
     proceeding or the filing of any petition described in (f) above, (iii)
     apply for or consent to the appointment of a receiver, trustee, custodian,
     sequestrator, conservator or similar official for the Company or for a
     substantial part of the property or assets of the Company, (iv) file an
     answer admitting the material allegations of a petition filed against it in
     any such proceeding, (v) make a general assignment for the benefit of
     creditors, (vi) become unable, admit in writing its inability or fail
     generally to pay its debts as they become due or (vii) take any action for
     the purpose of effecting any of the foregoing;

         (h) one or more final and unappealable judgments for the payment of
     money in an aggregate amount in excess of $50,000 shall be rendered against
     the Company and the same shall remain undischarged for a period of 30
     consecutive days during which execution shall not be effectively stayed, or
     any action shall be legally
   47
                                                                              41

     taken by a judgment creditor to levy upon assets or properties of the
     Company to enforce any such judgment; or

                  (i) there shall have occurred a Change in Control not
         consented to by IBM;

then, and in every such event, and at any time thereafter during the continuance
of such event, IBM may, in addition to any other remedy available at law or in
equity, by notice to the Company, take any and all of the following actions, at
the same or different times: (i) terminate its commitment to increase the amount
of the Loan, if any Additional Closing Date shall have not yet occurred, and
(ii) declare the Loan Note to be forthwith due and payable in whole or in part,
whereupon the principal of the Loan Note so declared to be due and payable,
together with accrued interest thereon and all other liabilities of the Company
accrued hereunder and under the Loan Note, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Company, anything contained
herein or in the Loan Note to the contrary notwithstanding. Notwithstanding the
foregoing, if an Event of Default specified in paragraphs (f) or (g) above
occurs with respect to the Company, the principal of the Loan Note then
outstanding, together with accrued interest thereon and all other liabilities of
the Company accrued hereunder and under the Loan Note, shall automatically
become due and payable, without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived by the Company, anything
contained herein or in the Loan Note to the contrary notwithstanding.

                                   ARTICLE X

                              Registration Rights

         SECTION 10.01. Demand Registrations. The Company shall, upon the
written demand of IBM, use its best efforts to effect the registration (a
"Demand Registration") under the Securities Act of such number of Registration
Shares (as defined below) then beneficially owned by IBM as shall be indicated
in a written demand sent to the Company by IBM; provided, however, that (a) the
Company shall be obligated to effect a total of no more than three Demand
Registrations; (b) a Demand Registration. shall not count as such until it has
become effective, except that if, after it
   48
                                                                              42

has become effective, the offering of Registration Shares pursuant to such
registration is interfered with by any stop orderer, injunction or other order
or requirement of the SEC or any other Governmental Authority, such registration
shall be deemed not to have been effected unless such stop orderer, injunction
or other order or requirement shall subsequently have been vacated or otherwise
removed; (c) a Demand Registration shall not count as such if the Company (or
any other stockholder of the Company) offers any of its securities pursuant to
the registration in accordance with the next sentence and IBM does not sell in
the offering all Registration Shares it requested to register; (d) the Company
shall not be obligated to effect a Demand Registration of a number of shares
representing less than 10% of the total number of shares of Common Stock then
outstanding unless the Demand Registration is requested for all the shares of
Common Stock then held by IBM; and (e) the Company shall not be required to
effect a Demand Registration if counsel for the Company reasonably acceptable to
IBM shall deliver an opinion reasonably acceptable to counsel for IBM that,
pursuant to Rule 144 under the Securities Act or otherwise, IBM can sell the
Registration Shares without registration under the Securities Act and without
any limitation with respect to offerees or the size of the transaction. If a
Demand Registration is initiated by IBM and the Company (or any other
stockholder of the Company with registration rights) then wishes to offer any of
its securities in connection with the registration, no such securities may be
offered by the Company or any other stockholder unless the managing underwriters
advise IBM in writing that in their opinion the number of securities requested
to be included in the Demand Registration does not exceed the number which can
be sold in the offering. Upon receipt of IBM's written demand, the Company shall
expeditiously effect the registration under the Securities Act of the
Registration Shares and use its best efforts to have such registration become
and remain effective as provided in Section 10.09. IBM shall have the right to
select the underwriters for a Demand Registration, subject to the approval of
such selection by the Company (which approval by the Company shall not be
unreasonably withheld).

         As used in this Agreement, "Registration Shares" shall mean (a) any
shares of Common Stock issued upon conversion of the shares of Preferred Stock
issuable upon conversion of the Loan Note, (b) any shares of Common Stock issued
upon the exercise of the Warrant, (c) any securities issued or issuable with
respect to any such Common Stock by way of stock dividend or stock split or in
connection with a
   49
                                                                              43

combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise and (d) any other Voting Securities acquired by IBM
pursuant to Section 7.15.

         SECTION 10.02. Piggyback Registrations. (a) If the Company proposes to
register any of its securities under the Securities Act for sale for cash
(otherwise than in connection with the registration of securities issuable
pursuant to an employee stock option, stock purchase or similar plan or pursuant
to a merger, exchange offer or a transaction of the type specified in Rule
145(a) under the Securities Act), the Company shall give IBM notice of such
proposed registration at least 30 days prior to the filing of a registration
statement. At the written request of IBM delivered to the Company within 25 days
after the receipt of the notice from the Company, which request shall state the
number of Registration Shares that IBM wishes to sell or distribute publicly
under the registration statement proposed to be filed by the Company, the
Company shall use its best efforts to register under the Securities Act such
Registration Shares, and to cause such registration (a "Piggyback Registration")
to become and remain effective as provided in Section 10.09.

         (b) If a Piggyback Registration is an underwritten primary registration
on behalf of the Company, and the managing underwriters thereof advise the
Company in writing that in their opinion the number of securities requested to
be included in the registration exceeds the number which can be sold in the
offering, the Company shall include in the registration (i) first, that portion
of the Registration Shares that IBM proposes to sell representing 25% of such
offering (or in the case of an initial public offering, 15% of such offering),
(ii) second, the securities the Company proposes to sell and (iii) third, the
remaining Registration Shares IBM proposes to sell and the securities each other
holder of the Company's securities who has registration rights and has exercised
such rights proposes to sell in proportion to the number of shares each proposes
to sell pursuant to this clause (iii).

         (c) If a Piggyback Registration is an underwritten secondary
registration on behalf of holders of the Company's securities who have demand
registration rights and the managing underwriters thereof advise the Company in
writing that in their opinion the number or securities requested to be included
in the registration exceeds the number which can be sold in the offering, the
Company shall include in the registration (i) first, that portion of the
   50
                                                                              44

Registration Shares that IBM proposes to sell representing 25% of such offering
(or in the case or an initial public offering, 15% of such offering), (ii)
second, the securities of the holders of the Company's securities who have
exercised their demand registration rights and (iii) third, the securities any
other securityholders of the Company (including any additional Registration
Shares IBM desires to sell) propose to sell in proportion to the number of
securities each proposes to sell. In the event the Company subsequently desires
to participate in such a registration of securities, the Company shall include
in the registration (A) first, that portion of the Registration Shares IBM
proposes to sell representing 25% of such offering (or, in the case of an
initial public offering, 15% of such offering) , (B) second, the securities of
the holders of the Company's securities who have exercised their demand
registration rights and (C) third, the securities the Company and any other
securityholders of the Company propose to sell (including any additional
Registration Shares IBM desires to sell) in proportion to the number of shares
each proposes to sell.

         SECTION 10.03. Indemnification by the Company. In the event of any
registration of any Registration Shares under the Securities Act, the Company
shall, and hereby does, indemnify and hold harmless IBM, its directors and
officers, each other Person who participates as an underwriter in the offering
or sale of such Registration Shares and each other Person, if any, who controls
IBM or any such underwriter within the meaning of Section 15 of the Securities
Act against any losses, claims, damages or liabilities, joint or several, to
which IBM or any such director or officer or underwriter or controlling Person
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which the Registration Shares were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances in which they were made not misleading, and the Company shall
reimburse IBM, and each such director, officer, underwriter and controlling
Person for any legal or any other expenses reasonably incurred by them in
connection with investigating
   51
                                                                              45

or defending any such loss, claim, liability, action or proceeding; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
written information about IBM as a stockholder of the Company furnished to the
Company through an instrument duly executed by or on behalf of IBM specifically
stating that it is for use in the preparation thereof; and provided further,
however, that the Company shall not be liable to any Person who participates as
an underwriter in the offering or sale of Registration Shares or any other
Person, if any, who controls such underwriter within the meaning of the
Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of such Person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended, to the Person asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registration Shares to such
Person if such statement or omission was corrected in such final prospectus.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of IBM or any such director, officer or
controlling Person and shall survive the transfer of the Registration Shares by
IBM.

         SECTION 10.04. Indemnification by IBM. The Company may require, as a
condition to including any Registration Shares in any registration statement
filed pursuant to Section 10.01 or 10.02, that the Company shall have received
an undertaking satisfactory to it from IBM to indemnify and hold harmless (in
the same manner and to the same extent as set forth in Section 10.03) the
Company, each director of the Company, each officer of the Company signing such
registration statement and each other Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act with respect to any
untrue statement or alleged untrue statement in or omission or alleged omission
from such registration statement, any preliminary prospectus, final prospectus
or summary prospectus contained therein or any amendment or supplement thereto,
if such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity
   52
                                                                              46

with written information about IBM as a stockholder of the company furnished to
the Company through an instrument duly executed by IBM specifically stating that
it is for use in the preparation of such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement. Such
indemnity shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any such director, officer or controlling
Person and shall survive the transfer by the seller of the securities of the
Company being registered.

         SECTION 10.05. Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Section 10.03 or 10.04, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party,
give notice to the latter of the commencement of such action; provided, however,
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under Section 10.03
or 10.04, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist or the indemnified party may have defenses not available to
the indemnifying party in respect of such claim, the indemnifying party shall be
entitled to participate in and to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall be liable for any settlement of any
action or proceeding effected without its written consent. No indemnifying party
shall, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.

         SECTION 10.06. Other Indemnification. Indemnification similar to that
specified in this Article X (with appropriate modifications) shall be given by
the Company and IBM with respect to any required registration or other
   53
                                                                              47

qualification of Registration Shares under any Federal or state law or
regulation of any Governmental Authority other than the Securities Act.

         SECTION 10.07. Indemnification Payments. The indemnification required
by this Article X shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred.

         SECTION 10.08. Adjustments Affecting Registration Shares. The Company
shall not effect or permit to occur any combination, subdivision or other
recapitalization of any of its securities (a) which would materially adversely
affect the ability of IBM to include its Registration Shares, or which would
reduce the number of Registration Shares that IBM would otherwise be entitled to
include pursuant to this Article X, in any registration of securities of the
Company contemplated by this Article X or (b) which would materially adversely
affect the marketability of such Registration Shares under any such
registration.

         SECTION 10.09. Registration Covenants of the Company. In the event that
any Registration Shares of IBM are to be registered pursuant to Section 10.01 or
10.02, the Company covenants and agrees that it shall use its best efforts to
effect the registration and cooperate in the sale of the Registration Shares to
be registered and shall as expeditiously as possible:

         (a) (i) prepare and file with the SEC a registration statement with
     respect to the Registration Shares (as well as any necessary amendments or
     supplements thereto) (a "Registration Statement") and (ii) use its best
     efforts to cause the Registration Statement to become effective;

         (b) prior to the filing described above in Section 10.09(a), furnish to
     IBM copies of the Registration Statement and any amendments or supplements
     thereto and any prospectus forming a part thereof, which documents shall be
     subject to the review of counsel for IBM (but not approval of such counsel
     except with respect to any statement in the Registration Statement which
     relates to IBM);

         (c) notify IBM, promptly after the Company shall receive notice
     thereof, of the time when the Registration Statement becomes effective or
     when any amendment
   54
                                                                              48

     or supplement or any prospectus forming a part of the Registration
     Statement has been filed;

         (d) notify IBM promptly of any request by the SEC for the amending or
     supplementing of the Registration Statement or prospectus or for additional
     information;

         (e) (i) advise IBM after the Company shall receive notice or otherwise
     obtain knowledge of the issuance of any order by the SEC suspending the
     effectiveness of the Registration Statement or amendment thereto or of the
     initiation or threatening of any proceeding for that purpose and (ii)
     promptly use its best efforts to prevent the issuance of any stop order or
     to obtain its withdrawal promptly if a stop order should be issued;

         (f) (i) prepare and file with the SEC such amendments and supplements
     to the Registration Statement and the prospectus forming a part thereof as
     may be necessary to keep the Registration Statement effective for the
     lesser of (A) a period of time necessary to permit IBM to dispose of all
     its Registration Shares and (B) the maximum period of time permitted by law
     to keep effective a registration statement without filing an amendment
     containing new audited financial statements and (ii) comply with the
     provisions of the Securities Act with respect to the disposition of all
     Registration Shares covered by the Registration Statement during such
     period in accordance with the intended methods of disposition by IBM set
     forth in the Registration Statement;

         (g) furnish to IBM such number of copies of the Registration Statement,
     each amendment and supplement thereto, the prospectus included in the
     Registration Statement (including each preliminary prospectus) and such
     other documents as IBM may reasonably request in order to facilitate the
     disposition of the Registration Shares owned by IBM;

         (h) use its best efforts to register or qualify such Registration
     Shares under such other securities or blue sky laws of such jurisdictions
     as determined by the underwriters after consultation with the Company and
     IBM and do any and all other acts and things which may be reasonably
     necessary or advisable to enable IBM to consummate the disposition in such
     jurisdictions of the Registration Shares (provided that the Company shall
     not be required to (i) qualify generally to do

   55
                                                                              49

     business in any jurisdiction in which it would not otherwise be required to
     qualify but for this Section 10.09(h), (ii) subject itself to taxation in
     any such jurisdiction or (iii) consent to general service of process in any
     such jurisdiction);

         (i) notify IBM, at any time when a prospectus relating thereto is
     required to be delivered under the Securities Act, of the happening of any
     event as a result of which the Registration Statement would contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and, at the request of IBM, prepare a supplement or
     amendment to the Registration Statement so that the Registration Statement
     shall not, to the Company's knowledge, contain an untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading;

         (j) if the Common Stock is not then listed on a securities exchange,
     and if the NASD is reasonably likely to permit the reporting of the Common
     Stock on NASDAQ, use its best efforts to facilitate the reporting of the
     Common Stock on NASDAQ;

         (k) provide a transfer agent and registrar, which may be a single
     entity, for all the Registration Shares not later than the effective date
     of the Registration Statement;

         (l) enter into such customary agreements (including an underwriting
     agreement in customary form) and take all such other action, if any, as IBM
     or the underwriters shall reasonably request in order to expedite or
     facilitate the disposition of the Registration Shares;

         (m) (i) make available for inspection by IBM, any underwriter
     participating in any disposition pursuant to the Registration Statement and
     any attorney, accountant or other agent retained by IBM or any such
     underwriter all financial and other records, pertinent corporate documents
     and properties of the Company and (ii) cause the Company's officers,
     directors and employees to supply all information reasonably requested by
     IBM or any such underwriter, attorney,
   56
                                                                              50

     accountant or agent in connection with the Registration Statement;

         (n) use its best efforts to cause the Registration Shares covered by
     the Registration Statement to be registered with or approved by such other
     Governmental Authorities as may be necessary to enable IBM to consummate
     the disposition of such Registration Shares; and

         (o) obtain a comfort letter from the Company's independent public
     accountants in customary form and covering such matters of the type
     customarily covered by comfort letters as IBM may reasonably request.

         SECTION 10.10. Expenses. The Company shall pay, on behalf of IBM, all
of the expenses in connection with any Demand Registration or Piggyback
Registration pursuant to Section 10.01 or 10.02, including all registration,
filing and NASD fees, all fees and expenses of complying with securities or blue
sky laws, all word processing, duplicating and printing expenses, all messenger
and delivery expenses, the fees and disbursements of counsel for the Company and
of its independent public accountants (including the expenses of comfort letters
required by or incident to such performance and compliance), the reasonable
fees, not to exceed $25,000, and disbursements of any counsel retained by IBM,
premiums and other costs of policies of insurance against liabilities arising
out of the public offering of the Registration Shares and any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding any underwriting discounts and commissions and
transfer taxes, if any. In any registration, IBM shall pay for its own
underwriting discounts and commissions and transfer taxes.

         SECTION 10.11. Assignment of Registration Rights. IBM may assign its
rights under this Article X to anyone to whom IBM sells, transfers or assigns
any of the Registration Shares (other than sales pursuant to Rule 144 or a
Demand Registration or a Piggyback Registration effected pursuant to this
Article X); provided, however, that no assignment shall increase the Company's
obligations to effect registrations or pay expenses thereof.

         SECTION 10.12. No Preferential Registration Rights. Notwithstanding any
other provision of this Agreement, if the Company grants registration rights to
any other Person on terms which IBM considers preferential to the
   57
                                                                              51

terms in this Article X, then IBM shall be entitled to registration rights with
such preferential terms.

         SECTION 10.13. Other Registration Rights. The Company shall not grant
any right of registration under the Securities Act relating to any of its
securities to any Person other than IBM unless IBM shall be entitled to have
included in any Piggyback Registration effected pursuant to Section 10.02 a
number of Registration Shares requested by IBM to be so included representing at
least 25% of such offering (or in the case of an initial public offering, 15% of
such offering) prior to the inclusion of any securities requested to be
registered by the Persons entitled to any such other registration rights.

         SECTION 10.14. Rule 144. After the Company becomes subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, but only for
so long as the Company is so subject, the Company shall take all actions
reasonably necessary to enable IBM to sell the Registration Shares without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC,
including filing on a timely basis all reports required to be filed by the
Exchange Act. Upon the request of IBM, the Company shall deliver to IBM a
written statement as to whether it has complied with such requirements.

                                   ARTICLE XI

                                 Miscellaneous

         SECTION 11.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed or sent by telex, graphic scanning or other telegraphic
communications equipment of the sending party, as follows:

         (a)   if to IBM,

               International Business Machines Corporation
               2000 Purchase Street
               Purchase, New York 10577
               Telephone:  914-697-7600
               Telecopier: 914-697-6014
               Attention of M. W. Szeto
   58
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     with a copy to:

               Cravath, Swaine & Moore
               Worldwide Plaza
               825 Eighth Avenue
               New York, New York 10019
               Telephone:  212-474-1000
               Telecopier: 212-474-3700
               Attention of Martin L. Senzel

         (b)   if to the Company,

               Integrated Surgical Systems, Inc.
               829 West Stadium Lane
               Sacramento, California 95834
               Telephone:  916-646-3487
               Telecopier: 916-646-4075
               Attention of Dr. Howard A. Paul
               
     with a copy to:

               Wilson, Sonsini, Goodrich & Rosati
               2 Palo Alto Square
               Palo Alto, California 94304
               Telephone:  415-493-9300
               Telecopier: 415-493-6838
               Attention of J. Casey McGlynn
               
All notices and other communications given to either party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telex, graphic scanning or other telegraphic communications equipment of the
sender, or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 11.01 or in accordance with
the latest unrevised direction from such party given in accordance with this
Section 11.01.

         SECTION 11.02. Survival of Agreement: Termination. All covenants,
agreements, representations and warranties made by the Company herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or the Loan Note shall be considered to have been
relied upon by IBM and shall survive the making by IBM of the Loan, and the
execution and delivery to IBM of the Loan Note, regardless of any investigation
made by IBM or on its behalf. This Agreement shall terminate in its entirety
(except for the provisions
   59
                                                                              53

of Sections 10.03, 10.04, 10.05, 10.06, 10.07 and 11.05) when (a) the principal
of and any accrued interest on the Loan Note and any other amount payable under
this Agreement or the Loan Note has been paid in full and (b) IBM (including its
Affiliates and assignees under Section 11.03) no longer beneficially owns the
Warrant, any Registration Shares or any other voting Securities of the Company.

         SECTION 11.03. Assignment. This Agreement and the rights hereunder
shall not be assignable or transferable by either party (except by operation of
law in connection with a merger, consolidation or sale of substantially all the
assets of such party) without the prior written consent of the other party
hereto; provided that IBM may assign, in its sole discretion, any or all of its
rights, interests and obligations under this Agreement to any of its Affiliates
or to any transferee of Registration Shares, the Loan Note, the Warrant or the
Preferred Stock issuable upon conversion of the Loan Note other than a
transferee who shall acquire such Registration Shares in a public offering
pursuant to a registration statement declared effective under the Securities Act
of 1933 or pursuant to Rule 144 thereunder. Subject to the preceding sentence,
this Agreement shall be binding upon, inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns.

         SECTION 11.04. No Third-Party Beneficiaries. This Agreement is for the
sole benefit of the parties hereto and their permitted assigns and nothing
herein expressed or implied shall give or be construed to give to any Person,
other than the parties hereto and such assigns, any legal or equitable rights
hereunder.

         SECTION 11.05. Expenses and Indemnity. (a) Whether or not the
transactions contemplated hereby are consummated, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs or expenses, except as
otherwise provided in this Agreement. In the event the transactions contemplated
hereby are consummated, the Company agrees to pay all reasonable out-of-pocket
expenses incurred by IBM in connection with any amendments, modifications or
waivers of the provisions hereof or of the Loan Note or the Warrant, or incurred
by IBM in connection with the enforcement or protection of IBM's rights in
connection with this Agreement, the Loan Note or the Warrant, including the
reasonable fees and disbursements of counsel for IBM. The Company further agrees
that it shall
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                                                                              54

indemnify IBM from and hold it harmless against any documentary taxes,
assessments or charges made by any Governmental Authority by reason of the
execution or delivery of this Agreement, the Loan Note or the Warrant, the
issuance of Preferred Stock issuable upon conversion of the Loan Note or the
issuance of Common Stock issuable upon conversion of such Preferred Stock or
upon the exercise of the Warrant.

         (b) The Company agrees to indemnify IBM and its directors, officers,
employees and agents (each such person being called an "Indemnitee") against,
and to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees and
expenses, incurred by or asserted against any Indemnitee arising out of, in any
way connected with, or as a result of (i) the execution or delivery of this
Agreement or the Loan Note or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto or thereto of their respective
obligations hereunder and thereunder or the consummation of the other
transactions contemplated hereby or thereby, (ii) the use of the proceeds of the
Loan, (iii) any act or alleged failure to take appropriate action by any
employee, consultant or agent of the Company in connection with, or any product
liability claim arising out of, the conduct of the business of the Company or
(iv) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence, bad faith or willful misconduct of such
Indemnitee.

         (c) The provisions of this Section 11.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this Agreement
or the consummation of the transactions contemplated hereby, the repayment of
the Loan, the invalidity or unenforceability of any term or provision of this
Agreement, the Loan Note or the Warrant, or any investigation made by or on
behalf of IBM. All amounts due under this Section 11.05 shall be payable on
written demand therefor.

         SECTION 11.06. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York
applicable to
   61
                                                                              55

agreements made and to be performed entirely within such State, without regard
to the conflicts of law principles of such State.

         SECTION 11.07. Waivers; Amendment. (a) No failure or delay of IBM or
the Company in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of IBM hereunder and under the Loan Note
are cumulative and are not exclusive of any rights or remedies which IBM would
otherwise have. No waiver of any provision of this Agreement or the Loan Note or
consent to any departure by the Company therefrom shall in any event be
effective unless the same shall be permitted by Section 11.07(b), and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. No notice or demand on the Company in any case shall
entitle the Company to any other or further notice or demand in similar or other
circumstances.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Company and IBM.

         SECTION 11.08. Entire Agreement. This Agreement (including the Exhibits
hereto) and the other Operative Agreements constitute the entire agreement
between the parties relative to the subject matter hereof. Any previous
agreement among the parties with respect to the subject matter hereof is
superseded by this Agreement.

         SECTION 11.09. Waiver of Jury Trial. Each party hereto hereby waives,
to the fullest extent permitted by applicable law, any right it may have to a
trial by jury in respect of any litigation directly or indirectly arising out
of, under or in connection with any of the Operative Agreements, the Loan Note
or the Warrant. Each party hereto (a) certifies that no representative, agent or
attorney of the other party has represented, expressly or otherwise, that the
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other party hereto have been induced
to enter into this Agreement, by, among other things, the mutual waivers and
certifications in this Section 11.09.
   62
                                                                              56

         SECTION 11.10. Severability. In the event any one or more of the
provisions contained in this Agreement or the Loan Note should be held invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         SECTION 11.11. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract, and shall become
effective when one or more such counterparts have been signed by each of the
parties and delivered to the other party.

         SECTION 11.12. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         SECTION 11.13. Jurisdiction; Consent to Service of Process. (a) The
Company hereby irrevocably and unconditionally submits, for itself and its
property, to the jurisdiction of any New York State court sitting in the County
of New York or Westchester or any Federal court of the United States of America
sitting in the Southern District of New York, and any appellate court from any
such court, in any suit, action or proceeding arising out of or relating to the
Operative Agreements, the Loan Note or the Warrant, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such suit, action
or proceeding may be heard and determined in such New York State court or, to
the extent permitted by law, by removal or otherwise, in such Federal court. It
shall be a condition precedent to each party's right to bring any such suit,
action or proceeding that such suit, action or proceeding, in the first
instance, be brought in such New York State court or, to the extent permitted by
law, by removal or otherwise, in such Federal court (unless such suit, action or
proceeding is brought solely to obtain discovery or to enforce a judgment), and
if each of such New York State court and such Federal court refuses to accept
jurisdiction with respect thereto, such suit, action or
   63
                                                                              57

proceeding may be brought in any other court with jurisdiction. No party to this
Agreement may move to (i) transfer any such suit, action or proceeding from such
New York State court or Federal court to another jurisdiction, (ii) consolidate
any such suit, action or proceeding brought in such New York State court or
Federal court with a suit, action or proceeding in another jurisdiction or (iii)
dismiss any such suit, action or proceeding brought in such New York State court
or Federal court for the purpose of bringing the same in another jurisdiction.
Each party agrees that a final judgment in any such suit, action or proceeding
shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law.

         (b) The Company hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to the Operative Documents in any New York State
court sitting in the County of New York or Westchester or any Federal court
sitting in the Southern District of New York. Each party hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such suit, action or proceeding in any such court
and further waives the right to object, with respect to such suit, action or
proceeding, that such court does not have jurisdiction over such party.

         (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 11.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 11.14. Publicity. Except as may otherwise be agreed to by the
parties, no publicity regarding the transactions contemplated hereby is
contemplated by the parties hereto. The Company and IBM agree that (a) no public
release, announcement or other form of publicity concerning the transactions
contemplated hereby shall be issued by either party without the prior consent of
the other party, except as such release or announcement may be required by law
or the rules or regulations of any securities exchange or except as would be
disclosed in proxy materials prepared in conformance with Regulation 14A under
the Exchange Act, in which case the party required to make the release or
announcement shall allow the other party
   64
                                                                              58

reasonable time to comment on such release or announcement in advance of such
issuance and (b) without the prior consent of IBM, the Company shall not issue
any public release or announcement or issue or distribute any document to be
used in connection with the private or public sale of debt or equity securities
of the Company if such release, announcement or document refers to IBM'S loans
to or contracts or other arrangements with the Company, except as may be
required by law or the rules or regulations of any securities exchange or by any
Governmental Authority, in which case the Company shall allow IBM reasonable
time to comment on the relevant portions of such release, announcement or
document.

         SECTION 11.15. Further Assurances. The Company shall use its best
efforts to obtain and to assist IBM in obtaining promptly all necessary waivers,
consents and approvals from any Governmental Authority or any other Person
(including the approval of the stockholders of the Company, if necessary) for
any exercise by IBM of its rights under any of the Operative Agreements. The
period of time provided for any closing of any transactions pursuant to such
rights may, at the option of IBM, be extended as necessary in order to obtain
any such waivers, consents and approvals.

         IN WITNESS WHEREOF, the Company and IBM have duly executed this Loan
and Warrant Purchase Agreement as of the day and year first above written.

                                        INTEGRATED SURGICAL SYSTEMS, INC.,

                                           by     /s/ Howard Paul
                                             -----------------------------------
                                                  Name: Howard Paul
                                                  Title: Chairman

                                        INTERNATIONAL BUSINESS MACHINES
                                        CORPORATION,

                                           by

                                             -----------------------------------
                                                  Name:
                                                  Title:
   1
                                                                  Exhibit 10.3
==============================================================================

                        INTEGRATED SURGICAL SYSTEMS, INC.

                            SERIES B PREFERRED STOCK

                               PURCHASE AGREEMENT

                                 April 10, 1992

==============================================================================

   2
                               TABLE OF CONTENTS

                                                                Page

1.  Purchase and Sale of Stock.............................        1
    1.1  Sale of Stock.....................................        1
    1.2  Closing...........................................        1

2.  Representations and Warranties of the Company..........        2
    2.1  Organization, Good Standing and Qualification.....        2
    2.2  Capitalization....................................        2
    2.3  Subsidiaries......................................        3
    2.4  Authorization.....................................        3
    2.5  Shares and Conversion Stock.......................        3
    2.6  Governmental Consents.............................        4
    2.7  Litigation........................................        4
    2.8  Proprietary Information Agreements................        4
    2.9  Patents and Trademarks............................        4
    2.10 Compliance with Other Instruments.................        5
    2.11 Agreements; Action................................        6
    2.12 Disclosure........................................        6
    2.13 Registration Rights...............................        7
    2.14 Corporate Documents...............................        7
    2.15 Title to Property and Assets......................        7
    2.16 Employee Benefit Plans............................        7
    2.17 Tax Returns, Payments and Elections...............        7
    2.18 Pro Formas........................................        7
    2.19 Financial Statements..............................        8
    2.20 Changes...........................................        8
    2.21 Environmental and Safety Laws.....................        8
    2.22 Minute Books......................................        8
    2.23 Insurance.........................................        8
    2.24 Effect of Transaction.............................        9
    2.25 Finder's Fee......................................        9

3.  Representations and Warranties of the Investor.........        9
    3.1  Due Organization and Authorization................        9
    3.2  Purchase Entirely for Own Account.................       10
    3.3  Disclosure of Information.........................       10
    3.4  Investment Experience.............................       10
    3.5  Restricted Securities.............................       11
    3.6  Further Limitations on Disposition................       11
    3.7  Legends...........................................       11
    3.8  Finder's Fee......................................       11

4.  Conditions of Investor's Obligations at Closing........       12
    4.1  Representations and Warranties....................       12
    4.2  Performance.......................................       12
    4.3  Compliance Certificate............................       12
    4.4  Proceedings and Documents.........................       12
    4.5  Opinion of Company Counsel........................       12

                                      -i-
   3
                               TABLE OF CONTENTS
                                  (continued)

                                                                     Page

        4.6  Stockholders Agreement.........................           12
        4.7  Registration Rights Agreement..................           12
        4.8  Employment Agreement...........................           12
        4.9  Regulatory Opinions............................           12
        4.10 Restated Certificate of Incorporation..........           13
        4.11 Stock Certificates.............................           13
        4.12 Future Financing...............................           13

5.      Conditions of the Company's Obligations at Closing..           13
        5.1  Representations and Warranties.................           13
        5.2  Payment of Purchase Price......................           13
        5.3  Restated Certificate of Incorporation..........           13
        5.4  Stockholders Agreement.........................           13

6.      Covenants of the Company............................           13
        6.1  Delivery of Financial Statements...............           13
        6.2  Inspection.....................................           14
        6.3  Restrictive Agreements Prohibited..............           14
        6.4  Proprietary Information Agreements.............           15
        6.5  Transactions with Affiliates...................           15
        6.6  Visitation Rights..............................           15
        6.7  Purchase Rights................................           16
        6.8  Purchase Rights on Next Financing..............           17
        6.9  Termination of Covenants.......................           18

7.      Miscellaneous.......................................           18
        7.1  Survival of Warranties.........................           18
        7.2  Successors and Assigns.........................           18
        7.3  Governing Law..................................           18
        7.4  Counterparts...................................           18
        7.5  Titles and Subtitles...........................           18
        7.6  Notices........................................           19
        7.7  Payment of Fees and Expenses...................           19
        7.8  Finder's Fee...................................           19
        7.9  Amendments and Waivers.........................           19
        7.10 Severability...................................           19
        7.11 Aggregation of Stock...........................           19

                                      -ii-
   4
                               TABLE OF CONTENTS
                                  (continued)

                                                                Page

EXHIBITS

        A       Schedule of Purchasers

        B       Restated Certificate of Incorporation

        C       Schedule of Exceptions
               
        D       Proprietary Information Agreement

        E       Opinion of Company Counsel

        F       Stockholders Agreement

        G       Registration Rights Agreement

                                    -iii-
   5

                            STOCK PURCHASE AGREEMENT

    THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made
as of the 10th day of April, 1992, by and between Integrated Surgical Systems,
Inc., a Delaware corporation located at 829 West Stadium Lane, Sacramento, CA
95834 (the "Company"), and the investors listed on Exhibit A hereto, each of
which is herein referred to as an "Investor."

    THE PARTIES HEREBY AGREE AS FOLLOWS:

    1.   Purchase and Sale of Stock.

         1.1 Sale of Stock.

             (a) The Company shall adopt and file with the Secretary of State
of Delaware on or before the Closing (as defined below) Restated Certificate of
Incorporation in the form attached hereto as Exhibit B.

             (b) Subject to the terms and conditions of this Agreement, each
Investor agrees, severally, to purchase at the Closing and the Company agrees
to sell and issue to each Investor at the Closing, that number of shares of the
Company's Series B Preferred Stock set forth opposite each Investor's name in
column 2 at the purchase price set forth in column 3 of Exhibit A attached
hereto.

             (c) The shares of Series B Preferred Stock sold to the Investors
pursuant to this Agreement are hereinafter referred to as the "Shares." The
total amount of Common Stock and other securities issuable upon conversion of
the Shares is hereinafter referred to as the "Conversion Stock." The Shares and
the Conversion Stock are hereinafter collectively referred to as the
"Securities."

         1.2 Closing.  The purchase and sale of the Shares shall take place at
the offices of McDonough, Holland & Allen, 555 Capitol Mall, Suite 950,
Sacramento, California, at 10:00 A.M., on April 22, 1992 or at such other time
and place as the Company and Investors acquiring in the aggregate more than
half the Shares sold pursuant hereto mutually agree upon (which time and place
are designated as the "Closing").  At the Closing the Company shall deliver to
each Investor certificate(s) representing the Shares which such Investor is
purchasing against delivery to the Company by such Investor of a check or wire
transfer in the aggregate amount of the purchase price therefor payable to the
Company's order.
   6
    2.   Representations and Warranties of the Company.  The Company hereby
represents and warrants to each Investor that, except as set forth on a
Schedule of Exceptions attached hereto as Exhibit C, which exceptions shall be
deemed to be representations and warranties as if made hereunder:

         2.1 Organization, Good Standing and Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to carry on its business as now conducted.  The Company is duly
qualified to transact business and is in good standing in each jurisdiction in
which the failure so to qualify would have a material adverse effect on its
business or properties.

         2.2 Capitalization.  The authorized capital of the Company consists,
or will consist prior to the Closing, of:

             (a) 1,117,667 shares of Preferred Stock, $0.01 par value (the
"Preferred Stock"), of which 666,667 shares have been designated Series A
Preferred Stock, and 451,000 shares have been designated Series B Preferred
Stock.  As of the date hereof, no shares of Series A Preferred Stock are
outstanding.  Immediately prior to the Closing, no shares of Series B Preferred
Stock will be outstanding.  Up to 451,000 shares of Series B Preferred Stock
will be sold pursuant to this Agreement.  The rights, preferences, privileges
and restrictions of the Shares will be as stated in the Company's Restated
Certificate of Incorporation attached hereto as Exhibit B.

             (b) 7,000,000 shares of Common Stock, $0.01 par value (the "Common
Stock").  Immediately prior to the Closing, 500,000 shares will be outstanding.

             (c) A Convertible Subordinated Loan Note ("IBM Note") convertible
into 666,667 shares of Series A Preferred Stock.

             (d) Warrant to purchase up to 500,000 shares of Common Stock (the
"Common Warrants").

             (e) Except for (i) the conversion privileges of the Preferred
Stock (ii) the rights set forth in the Amended and Restated Stockholders
Agreement attached hereto as Exhibit F ("Stockholders Agreement") and (iii) as
set forth in the Schedule of Exceptions, there are no other outstanding
options, warrants, rights (including conversion or preemptive rights) or
agreements for the purchase or acquisition from the Company of any shares of
its capital stock.

                                      -2-
   7
         2.3 Subsidiaries.  The Company does not presently own or control,
directly or indirectly, any interest in any other corporation, association, or
other business entity.

         2.4 Authorization.  All corporate action on the part of the Company,
its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of
the Company hereunder and the authorization, issuance (or reservation for
issuance) and delivery of the Shares being sold hereunder and the Conversion
Stock has been taken or will be taken prior to the Closing, and this Agreement
constitutes a valid and legally binding obligation of the Company, enforceable
in accordance with its terms.

         2.5 Shares and Conversion Stock.

             (a) The Shares which are being purchased by the Investors
hereunder, when issued, sold and delivered in accordance with the terms hereof
for the consideration expressed herein, will be duly and validly issued, fully
paid and nonassessable and, based in part upon the representations of the
Investors in this Agreement, will be issued in compliance with all applicable
federal and state securities laws.  The Conversion Stock has been duly and
validly reserved for issuance and, upon issuance in accordance with the terms
of the Restated Certificate of Incorporation, shall be duly and validly issued,
fully paid and nonassessable, and issued in compliance with all applicable
securities laws, as presently in effect, of the United States and each of the
states whose securities laws govern the issuance of any of the Shares
hereunder.  Neither the issuance, initial sale or delivery of the Shares by the
Company nor the Conversion Stock is subject to any preemptive right of
stockholders of the Company which has not been or will not prior to the Closing 
be waived.

             (b) The outstanding shares of Common Stock are all duly and
validly authorized and issued, fully paid and nonassessable, and were issued in
compliance with all applicable federal and state securities laws.  The shares
of Series A Preferred Stock when issued, upon conversion and in accordance with
the terms of the IBM Note, shall be duly and validly authorized and issued,
fully paid and nonassessable, and shall have been issued in compliance with
applicable federal and state securities laws.  The Common Stock issuable upon
conversion of the Series A Preferred Stock has been duly and validly reserved
for issuance, and upon issuance in accordance with the terms of the Restated
Certificate of Incorporation shall be duly and validly issued, fully paid and
nonassessable, and issued in compliance with all applicable securities laws, as
presently in effect, of the United States and each of the states whose
securities laws govern the issuance of such Common Stock.

                                      -3-
   8
         2.6 Governmental Consents.  No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state, local or provincial governmental authority on
the part of the Company is required in connection with the consummation of the
transactions contemplated by this Agreement, except qualification (or taking
such action as may be necessary to secure an exemption from qualification, if
available) of the offer and sale of the shares (and the Conversion Stock) under
the California Corporate Securities law of 1968, as amended, and other Blue Sky
laws, which filings and qualifications, if required, will be accomplished in a
timely manner.

         2.7 Litigation.  There is no action, suit, proceeding or investigation
pending or currently threatened against the Company which questions the
validity of this Agreement or the right of the Company to enter into it, or to
consummate the transactions contemplated hereby, or which might result, either
individually or in the aggregate, in any material adverse changes in the
assets, condition, affairs or prospects of the Company, financially or
otherwise, or any change in the current equity ownership of the Company, nor is
the Company aware that there is any basis for the foregoing. The foregoing
includes, without limitation, actions pending or threatened (or any basis
therefor known to the Company) involving the prior employment of any of the
Company's employees, their use in connection with the Company's business of any
information or techniques allegedly proprietary to any of their former
employers, or their obligations under any agreements with prior employers. The
Company is not a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality.  There is no action, suit, proceeding or investigation by the
Company currently pending or which the Company intends to initiate.

         2.8 Proprietary Information Agreements.  Each key employee and officer
of the Company has executed a Proprietary Information Agreement in the form
attached hereto as Exhibit D, and no exceptions have been taken by any such
employee or officer to the terms of such agreement.  The Company, after
reasonable investigation, is not aware that any of its employees are in
violation thereof, and the Company will use its best efforts to prevent any
such violation.

         2.9 Patents and Trademarks.  The Company has sufficient title and
ownership of, or has the right to use without payment to any other person, all
patents, trademarks, service marks, trade names, copyrights, trade secrets,
information, proprietary rights and processes necessary for its business as now
conducted and as proposed to be conducted without any conflict with or
infringement of the rights of others.  The Company has not granted any options,
licenses, or agreements of any kind relating to the foregoing, nor

                                      -4-
   9
is the Company bound by or a party to any options, licenses or agreements of
any kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, proprietary rights and
processes of any other person or entity.  The Company has not received any
communications alleging that the Company has violated or, by conducting its
business as proposed, would violate any of the patents, trademarks, service
marks, trade names, copyrights or trade secrets or other proprietary rights of
any other person or entity.  The Company is not aware that any of its employees
is obligated under any contract (including licenses, covenants or commitments
of any nature) or other agreement, or subject to any judgment, decree or order
of any court or administrative agency, that would interfere with the use of his
or her best efforts to promote the interests of the Company or that would
conflict with the Company's business as proposed to be conducted.  Neither the
execution nor the delivery of this Agreement, nor the carrying on of the
Company's business by the employees of the Company, nor the conduct of the
Company's business as proposed, will, to the Company's knowledge, conflict with
or result in a breach of the terms, conditions or provisions of, or constitute
a default under, any contract, covenant or instrument under which any of such
employees is now obligated.  The Company does not believe it is or will be
necessary to utilize any inventions of any of its employees (or people it
currently intends to hire) made prior to their employment by the Company which
the Company does not have the right to utilize under license.

        2.10     Compliance with Other Instruments.

             (a) The Company is not in violation or default in any material
respect of any provisions of its Certificate of Incorporation, as amended, or
Bylaws or of any material instrument, judgment, order, writ, decree or contract
to which it is a party or by which it is bound or, to its knowledge, of any
provision of federal or state statute, rule or regulation applicable to the
Company.  The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not result in any
such violation or be in conflict with or constitute, with or without the
passage of time and giving of notice, either a default under any such
provision, instrument, judgment, order, writ, decree or contract or an event
which results in the creation of any lien, charge or encumbrance upon any
assets of the Company.

             (b) The Company has avoided every condition, and has not performed
any act, the occurrence of which would result in the Company's loss of any
material right granted under any license, distribution or other agreement.

                                      -5-
   10
        2.11     Agreements; Action.

             (a) Except for agreements explicitly contemplated hereby, there
are no agreements, understandings or proposed transactions between the Company
and any of its officers, directors, affiliates, or any affiliate thereof.  For
purposes of the foregoing, an "affiliate" shall include, but not be limited to,
those persons and entities who fall within the definition "Affiliate" contained
in Section 6.5.

             (b) There are no agreements, understandings, instruments,
contracts or proposed transactions to which the Company is a party or by which
it is bound which involve (i) obligations of, or payments to the Company in
excess of $25,000, or (ii) the license of any patent, copyright, trade secret
or other proprietary right to or from the Company.

             (c) The Company has not (i) declared or paid any dividends, or
authorized or made any distribution upon or with respect to any class or series
of its capital stock, (ii) incurred any indebtedness for money borrowed or
incurred any other liabilities individually in excess of $25,000 or in excess
of $100,000 in the aggregate, (iii) made any loans or advances to any person,
other than ordinary advances for travel expenses, or (iv) sold, exchanged or
otherwise disposed of any of its assets or rights, other than in the ordinary
course of business.

             (d) The Company has not engaged in the past twelve (12) months in
any discussion (i) with any representative of any corporation or corporations
regarding the consolidation or merger of the Company with or into any such
corporation or corporations, (ii) with any corporation, partnership,
association or other business entity or any individual regarding the sale,
conveyance or disposition of all or substantially all of the assets of the
Company, or a transaction or series of related transactions in which more than
fifty percent (50%) of the voting power of the Company is disposed of, or (iii)
regarding any other form of liquidation, dissolution or winding up of the
Company.

             (e) The Company is not a party to or aware of any voting trust or
agreement, stockholders' agreement, pledge agreement, buy-sell agreement or
first refusal or preemptive rights agreement relating to securities of Company.

        2.12     Disclosure.  The Company has fully provided each Investor with
all the information which such Investor has requested for deciding whether to
purchase the Shares and all information which the Company believes is
reasonably necessary to enable such Investor to make such decision.  Neither
this Agreement nor any other statements or certificates made or delivered in
connection

                                      -6-
   11
herewith contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements herein or therein not
misleading.

        2.13     Registration Rights.  Except as provided in the Registration
Rights Agreement attached hereto as Exhibit G and the IBM Loan Agreement, the
Company has not granted or agreed to grant any registration rights, including
piggyback rights, to any person or entity.

        2.14     Corporate Documents.  As of the Closing, the Restated
Certificate of Incorporation will be in the form attached hereto as Exhibit B.
The Bylaws of the Company are in the form previously provided to the Investors.

        2.15     Title to Property and Assets.  The Company owns its property
and assets free and clear of all mortgages, liens, loans and encumbrances,
except such encumbrances and liens which arise in the ordinary course of
business and do not materially impair the Company's ownership or use of such
property or assets.  With respect to the property and assets it leases, the
Company is in compliance with such leases and, to its knowledge, holds a valid
leasehold interest free of any liens, claims or encumbrances.

        2.16     Employee Benefit Plans.  The Company does not have any
Employee Benefit Plan as defined in the Employee Retirement Income Security Act
of 1974.

        2.17     Tax Returns, Payments and Elections.  The Company has filed
all tax returns and reports as required by law.  As of their respective filing
dates, these returns and reports are true and correct in all material respects.
The Company has paid all taxes and other assessments due, except those
contested by it in good faith which are listed in the Schedule of Exceptions.
The Company has not elected pursuant to the Internal Revenue Code of 1986, as
amended (the "Code"), to be treated as a Subchapter S corporation or a
collapsible corporation pursuant to Section 341(f) or Section 1362(a) of the
Code, nor has it made any other elections pursuant to the Code (other than
elections which relate solely to methods of accounting, depreciation or
amortization) which would have a material effect on the Company, its financial
condition, its business as presently conducted or proposed to be conducted or
any of its properties or material assets.

        2.18     Pro Formas.  The projections and expressions of opinion
contained in the Pro Formas, dated December 11, 1991, contained in the Business
Plan previously delivered to the Investors were made in good faith and the
Company believes there is a reasonable basis therefor.

                                      -7-
   12
        2.19     Financial Statements.  The Company has delivered to the
Investors its audited financial statements for the year ended December 31, 1991
(the "Financial Statements").  The Financial Statements have been prepared in
accordance with generally accepted accounting principles ("GAAP") applied on a
consistent basis throughout the periods indicated and with each other.  The
Financial Statements fairly present the financial condition and operating
results of the Company as of the dates, and for the periods, indicated therein.
Except as set forth in the Financial Statements, the Company has no material
liabilities, contingent or otherwise, other than:  (a) liabilities incurred in
the ordinary course of business subsequent to December 31, 1991; and (b)
obligations under contracts and commitments incurred in the ordinary course of
business and not required under GAAP to be reflected in the Financial
Statements which, in both cases, individually or in the aggregate, are not
material to the financial condition or operating results of the Company.
Except as disclosed in the Financial Statements, the Company is not a guarantor
or indemnitor of any indebtedness of any other person, firm or corporation.
The Company maintains and will continue to maintain a standard system of
accounting established and administered in accordance with GAAP.

        2.20     Changes.  To the Company's knowledge, since December 31, 1991,
there has not been any event of any type that has materially and adversely
affected the business, properties, or financial condition of the Company.

        2.21     Environmental and Safety Laws.  To its knowledge, the Company
is not in violation of any applicable statute, law or regulation relating to
the environment or occupational health and safety, and to its knowledge, no
material expenditures are or will be required in order to comply with any such
existing statute, law or regulation.

        2.22     Minute Books.  The copies of the minute book of the Company
made available to counsel to the Investors contain minutes of all meetings of
directors and stockholders and all actions by written consent without a meeting
by the directors and stockholders since the date of incorporation and reflect
all actions by the directors (and any committee of directors) and stockholders
with respect to all transactions referred to in such minutes accurately in all
material respects.

        2.23     Insurance.  Section 2.23 of the Schedule of Exceptions sets
forth a complete and accurate list and description, including, but not limited
to, annual premiums and the deductibles, of all policies of fire, liability,
product liability, workmen's compensation, health and other forms of insurance
presently in effect with respect to the Company's business.  All such policies
are valid, outstanding and enforceable policies and provide insur-

                                      -8-
   13
ance coverage for the properties, assets and operations of the Company, of the
kinds, in the amounts and against the risks (a) required to comply with laws
and (b) customarily maintained by organizations similarly situated.  The
Company has not been refused any insurance with respect to any aspect of the
operations of its business nor has its coverage been limited by any insurance
carrier to which it has applied for insurance or with which it has carried
insurance.  No notice of cancellation or termination has been received with
respect to any such policy.  The activities and operations of the Company have
been conducted in a manner so as to conform in all material respects to all
applicable provisions of such insurance policies.

        2.24     Effect of Transaction.  No creditor, supplier, employee,
client or other customer or other person having a material business
relationship with the Company has informed the Company that such person intends
to change the relationship because of the transactions contemplated by this
Agreement.

        2.25     Finder's Fee.  The Company and its officers, directors or
representatives have not incurred any liabilities for any commission or
compensation in the nature of a finder's fee other than its obligations to
Southport Partners.  A copy of the agreement with Southport Partners has been
delivered to special counsel for the Investors.

    3.   Representations and Warranties of the Investor.  Each Investor hereby
represents and warrants (with respect to itself) that:

         3.1 Due Organization and Authorization.

             (a) The John N. Kapoor Trust (the "Trust"), established under an
agreement dated September 20, 1989 (the "Trust Agreement") with John N. Kapoor
as trustee (the "Trustee"), is duly established and validly existing under the
laws of the State of Illinois.  Each of the Trust and the Trustee, on behalf of
the Trust, has all requisite power and authority to enter into this Agreement
and the Stockholders Agreement and to consummate the transactions contemplated
hereby and thereby.  The execution and delivery by the Trustee on behalf of the
Trust of this Agreement and the Stockholders Agreement and the consummation by
the Trustee on behalf of the Trust of the transactions contemplated hereby and
thereby have been duly authorized by all necessary actions, if any, pursuant to
the Trust Agreement and applicable law, and this Agreement and the Stockholders
Agreement each constitutes the valid and legally binding obligation of the
Trust, enforceable in accordance with its terms.

                                      -9-
   14
             (b) Sutter Health is a nonprofit public benefit corporation duly
organized, validly existing and in good standing under the laws of the State of
California.  Sutter Health has all requisite power and authority to enter into
this Agreement and the Stockholders Agreement and to consummate the transactions
contemplated hereby and thereby, and the execution and delivery of this
Agreement and the Stockholders Agreement and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary action pursuant to the articles of incorporation and other governing
instruments of Sutter Health and applicable law.  This Agreement and the
Stockholders Agreement each constitutes the valid and legally binding obligation
of Sutter Health, enforceable in accordance with its terms.

         3.2 Purchase Entirely for Own Account.  This Agreement is made with
each Investor in reliance upon such Investor's representation to the Company,
which by such Investor's execution of this Agreement such Investor hereby
confirms, that the Shares will be acquired for investment for such Investor's
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that such Investor has no present
intention of selling, granting any participation in, or otherwise distributing
the same.  By executing this Agreement, each Investor further represents that
such Investor does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participation to such person or to
any third person, with respect to any of the Securities.  Each Investor
represents that it has full power and authority to enter into this Agreement.

         3.3 Disclosure of Information.  Each Investor believes it has received
all the information it considers necessary or appropriate for deciding whether
to purchase the Shares.  Each Investor further represents that it has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Shares.  The foregoing, however,
does not limit or modify the representations and warranties of the Company in
Section 2 of this Agreement or the right of the Investors to rely thereon.

         3.4 Investment Experience.  Each Investor is an investor in securities
of companies in the development stage and acknowledges that it is able to fend
for itself, and bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment in the Shares.  If other than
an individual, the Investor also represents it has not been organized for the
purpose of acquiring the Shares.

                                      -10-
   15
         3.5 Restricted Securities.  Each investor understands that the Shares
it is purchasing are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Securities Act of 1933, as amended (the "Act") only in certain limited
circumstances.  In this connection, each Investor represents that it is
familiar with Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Act.

         3.6 Further Limitations on Disposition.  Without in any way limiting
the representations set forth above, each Investor further agrees not to make
any disposition of all or any portion of the Shares (or the Conversion Stock)
unless and until:

             (a) There is then in effect a Registration Statement under the Act
covering such proposed disposition and such disposition is made in accordance
with such Registration Statement; or

             (b) Such Investor shall have notified the Company of the proposed
disposition and if requested by the Company, such Investor shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration of such shares under the
Act. It is agreed that the Company will not require opinions of counsel for
transactions made pursuant to Rule 144 except in unusual circumstances.

         3.7 Legends.  It is understood that the certificates evidencing the
Shares (and the Conversion Stock) may bear one or all of the following legends:

             (a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS
SOLD PURSUANT TO RULE 144 OF SUCH ACT."

             (b) Any legend required by the laws of any applicable state and by
the Stockholders Agreement.

         3.8 Finder's Fee.  The Investors and its officers, partners, employees
or representatives have not incurred any liabilities for any commission or
compensation in the nature of a finder's fee.

                                      -11-
   16
    4.   Conditions of Investor's Obligations at Closing.  The obligations of
each Investor under Section 1.1(b) of this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions, the
waiver of which shall not be effective against any Investor who does not
consent in writing thereto:

         4.1 Representations and Warranties.  The representations and
warranties of the Company contained in Section 2 shall be true on and as of the
Closing with the same effect as though such representations and warranties had
been made on and as of the date of such Closing.

         4.2 Performance.  The Company shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.

         4.3 Compliance Certificate.  The President of the Company shall
deliver to each Investor at the Closing a certificate date as of the Closing
date certifying as to the fulfillment of the conditions specified in Sections
4.1 and 4.2.

         4.4 Proceedings and Documents.  All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto shall be reasonably satisfactory in form and substance to each
Investor and counsel to any of the Investors, and they shall have received all
such counterpart original and certified or other copies of such documents as
they may reasonably request.

         4.5 Opinion of Company Counsel.  Each Investor shall have received
from Wilson, Sonsini, Goodrich & Rosati, counsel for the Company, an opinion,
dated as of the Closing, in the form attached hereto as Exhibit E.

         4.6 Stockholders Agreement.  The Stockholders Agreement in the form
attached hereto as Exhibit F shall have been executed and delivered by all of
the parties thereto.

         4.7 Registration Rights Agreement.  The Company and each Investor
under this Agreement shall have executed and delivered the Registration Rights
Agreement attached hereto as Exhibit G.

         4.8 Employment Agreement.  The Company and Howard Paul, Chairman of
the Board and President of the Company, shall have entered into an employment
agreement.

         4.9 Regulatory Opinions.  The Company shall deliver to each Investor
an opinion letter from Advanced Biosearch Associates ("ABA"), substantially in
the form of the letter dated March 10,

                                      -12-
   17
1992 delivered to August Saibeni.  In addition, the Company shall deliver any
additional opinion letters from ABA reasonably requested by the Investors.

        4.10     Restated Certificate of Incorporation.  The Restated
Certificate of Incorporation attached hereto as Exhibit B shall have been
accepted for filing by the Delaware Secretary of State.

        4.11     Stock Certificates.  The Company shall have delivered to the
Investors the certificate referred to Section 1.2.

        4.12     Future Financing.  It is generally acceptable to the Investors
that new series of Preferred Stock issued in future financings be on terms
which are pari passu with the rights of the Series B Preferred Stock.

    5.   Conditions of the Company's Obligations at Closing.  The obligations
of the Company to each Investor under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions, the
waiver of which shall not be effective unless consented to in writing by the
Company:

         5.1 Representations and Warranties.  The representations and
warranties of each Investor contained in Section 3 shall be true on and as of
the Closing with the same effect as though such representations and warranties
had been made on and as of the Closing.

         5.2 Payment of Purchase Price.  All of the Investors shall have
delivered the purchase price provided for in Section 1.1(b).

         5.3 Restated Certificate of Incorporation.  The Restated Certificate
of Incorporation attached hereto as Exhibit B shall have been accepted for
filing by the Delaware Secretary of State.

         5.4 Stockholders Agreement.  The Amended and Restated Stockholders
Agreement in the form attached hereto as Exhibit F shall have been executed and
delivered by all of the parties thereto.

    6.   Covenants of the Company.

         6.1 Delivery of Financial Statements.  The Company shall deliver to
each Investor which holds, together with its affiliates, an aggregate of
100,000 shares of the Securities:

             (a) as soon as practicable, but in any event within ninety (90)
days after the end of each fiscal year of the Company commencing with the
fiscal year ending December 31, 1992, a balance

                                      -13-
   18
sheet, and statements of operations and cash flow for such fiscal year.  Such
year-end financial reports to be in reasonable detail, prepared in accordance
with generally accepted accounting principles ("gaap"), and audited and
certified by independent public accountants of nationally recognized standing
selected by the Company.  In addition, within ninety (90) days after the end of
each fiscal year of the Company, a capitalization chart setting forth the
principal stockholders of the Company;

             (b) within thirty (30) days of the end of each month, and until a
public offering of Common Stock of the Company, an unaudited statement of
operations and balance sheet for and as of the end of such month, in reasonable
detail and prepared in accordance with gaap, subject to year end audit
adjustments and the absence of footnotes;

             (c) within forty-five (45) days prior to the end of each fiscal
year, a budget and business plan for the next fiscal year, prepared on a
monthly basis, including a balance sheet and statement of operations for such
months and, as soon as prepared, any other budgets or revised budgets prepared
by the Company;

             (d) with respect to the financial statements called for in
subsection (b) of this Section 6.1, an instrument executed by the Chief
Financial Officer, President or Chairman of the Company and certifying that
such Financial Statements were prepared in accordance with gaap consistently
applied with prior practice for earlier periods and fairly present the
financial condition of the Company and its results of operation for the period
specified, subject to year-end audit adjustments and the absence of footnotes;

             (e) such other information relating to the financial condition,
business, prospects or corporate affairs of the Company as each Investor may
from time to time request, provided, however, that the Company shall not be
obligated to provide information which it deems in good faith to be
proprietary.

         6.2 Inspection.  The Company shall permit each Investor which holds,
together with its affiliates, an aggregate of 100,000 shares of the Securities,
to visit and inspect the Company's properties, to examine its books of account
and records and to discuss the Company's affairs, finances and accounts with
its officers, all at such reasonable times as may be requested by the Investor;
provided, however, that the Company shall not be obligated pursuant to this
Section 6.2 to provide access to any information which it reasonably considers
to be a trade secret or similar confidential information.

         6.3 Restrictive Agreements Prohibited.  Neither the Company nor any of
its subsidiaries shall become a party to any

                                      -14-
   19
agreement which by its terms restricts the Company's performance of this
Agreement.

         6.4 Proprietary Information Agreements.  The Company shall use its
best efforts to obtain, and shall cause its subsidiaries, if any, to use their
best efforts to obtain, a Proprietary Information Agreement in substantially
the form of Exhibit D from all future officers, key employees and other
employees who will have access to confidential information of the Company or
any of its subsidiaries, upon their employment by the Company or any of its
subsidiaries.

         6.5 Transactions with Affiliates.  Except for transactions
contemplated by this Agreement or as otherwise approved by a majority of
directors, neither the Company nor any of its subsidiaries shall enter into any
transaction with any director, officer, employee or holder of more than 5% of
the outstanding capital stock of any class of the Company or any of its
subsidiaries, member of the family of any such person, or any corporation,
partnership, trust or other entity in which any such person, or member of the
family of any such person, either alone or together with other persons
affiliated with the Company, is a director, officer, trustee, partner or holder
of more than 5% of the outstanding capital stock thereof (collectively,
"Affiliates"), except for transactions on customary terms negotiated on an
arms-length basis or related to such person's employment.

         6.6 Visitation Rights.  For so long as 100,000 Shares (as presently
constituted) remain outstanding, the Company shall give notice of all meetings
of the Board of Directors to one designee appointed by the Investors holding a
majority of the outstanding Shares ("Designee").  The Investors agree that the
Designee shall be either Patrick G. Hays, August Saibeni, John Kapoor, Robert
May or such other individual reasonably acceptable to the Company.  The
Designee shall be allowed to attend all meetings of the Board of Directors of
the Company in a non-voting capacity and, in this respect, the Company shall
give the Designee, whether or not present at such meetings, copies of all
notices, minutes, consents and all other materials that it provides to its
directors; provided, however, that the Designee shall agree to hold in
confidence and trust and to act in a fiduciary manner with respect to all
information so provided and to sign the Company's confidential information
agreement, if requested; and, provided further, that the Company reserves the
right to withhold any information and to exclude the Designee from any meeting
or portion thereof if access to such information or attendance at such meeting
could adversely affect the attorney/client privilege between the Company and
its counsel or if the information being discussed is deemed highly
confidential.

                                      -15-
   20
         6.7 Purchase Rights.

             (a) Whenever the Company proposes to issue, deliver or sell any
Voting Securities (as defined below), other than (i) shares of Common Stock (or
options therefor) to employees, consultants and directors of the Company, (ii)
securities issuable upon exercise or conversion of outstanding securities, or
(iii) securities issued in connection with any stock split, stock dividend or
recapitalization of the Company as a result of which an Investor's percentage
interest in the Total Voting Power of the Company (as defined below) would be
reduced, the Company shall give each Investor written notice at least sixty
(60) days prior to such issuance and shall offer to sell to each Investor and,
if such offer is accepted in writing by an Investor within sixty (60) days of
receipt by the Investor of such offer, shall sell to the Investor, at a
purchase price per share equal to the sale price of such Voting Securities, up
to and including that amount of such Voting Securities which, if purchased by
an Investor, would result in the Investor retaining its percentage interest in
the Total Voting Power of the Company in effect prior to such issuance, of
Voting Securities.  For the purpose of the preceding sentence, if the sale
price at which the Company proposes to issue, deliver or sell any Voting
Securities is to be paid with consideration other than cash, then the purchase
price at which the Investor may acquire such Voting Securities shall be equal
in value but payable entirely in cash.  The closing of any purchase and sale of
Voting Securities pursuant to this Section 6.7 shall take place on such date,
within thirty (30) days after acceptance by the Investor of an offer by the
Company, as shall be specified by the Investor in such acceptance.

             (b) The term "Total Voting Power of the Company" shall mean the
total number of votes which may be cast in the election of directors of the
Company at any meeting of stockholders of the Company if all Voting Securities
assuming full conversion, exchange or exercise of all securities (including
rights, warrants, options, convertible notes and other convertible securities)
convertible into, exchangeable for or exercisable for any securities of the
Company entitled to vote generally in the election of directors of the Company
who are present and voted at such meeting, other than votes that may be cast
only by one class or series of stock (other than Common Stock) or upon the
happening of a contingency.

             (c) The term "Voting Securities" shall mean the shares of Common
Stock and other securities of the Company entitled to vote generally in the
election of directors of the Company, and any other securities (including
rights, warrants, options, convertible notes and other convertible securities)
convertible into, exchangeable for or exercisable for any Common Stock or other

                                      -16-
   21
securities referred to above (whether or not presently convertible,
exchangeable or exercisable).

             (d) The rights granted under this Section 6.7 are not transferable
and shall terminate with respect to each Investor when such Investor holds less
than 100,000 shares of the Securities.

         6.8 Purchase Rights on Next Financing.  If at any time prior to April
30, 1993, the Company desires to raise at least $1,000,000 through the sale of
any Voting Securities ("Offered Securities") the following provisions shall
apply:

             (a) The Company shall first submit a written offer to sell
("Offer") the Offered Securities to the Investors at a price per share in cash
specified by the Company ("Specified Price").  The Offered Securities shall
possess dividend payment and liquidation preference provision which are pari
passu with the Series A Preferred Stock and Series B Preferred Stock and shall
include registration rights which are not in preference to the rights held by
the Series B Preferred Stock.  Within ten (10) days after receipt of the Offer,
and if no notice of acceptance or rejection is given to the Company within such
10 day period, the Investors shall be deemed to have rejected the Offer.

             (b) If the Offer is rejected or deemed rejected, the Company may,
sell all the Offered Securities to any person or group at a price per share
that is not less than the Specified Price at any time during the 12 month
period following the date of such rejection.

             (c) If one or more of the Investors accepts the Offer in writing,
it or they shall purchase and the Company shall sell to such Investor or
Investors all the Offered Securities at the Specified Price per share no later
than thirty (30) days after receipt of such acceptance.  At the closing, the
Company shall deliver to such Investors a certificate or certificates
representing the Offered Securities in exchange for the purchase price therefor
by certified check or wire transfer.  If the Investors do not agree on the
allocation of Offered Securities between them, then the allocation shall be
made on a pro rata basis.

             (d) The rights granted under this Section 6.8 are not transferable
and shall terminate with respect to each Investor when such Investor holds less
than 100,000 shares of the Securities.

             (e) At the Closing, the Investors shall receive documents
substantially similar (subject to appropriate revisions)

                                      -17-
   22
to those set forth in Section 4.3, 4.4 and 4.5 herein, dated as of such
Closing.

             (f) The rights set forth in this Section 6.8 shall only apply to
the next financing of at least $1,000,000.

             6.9 Termination of Covenants.  The covenants set forth in this
Section 6 shall terminate and be of no further force or effect when (a)(i) the
sale of securities pursuant to a registration statement filed by the Company
under the Act in connection with a firm commitment underwritten offering of its
securities to the general public is consummated and (ii) such offering results
in the automatic conversion of the Shares pursuant to the Restated Certificate
of Incorporation or (b) when the Company first becomes subject to the periodic
reporting requirements of Sections 12(g) or 15(d) of the Securities Exchange
Act of 1934, whichever event shall first occur.

    7.   Miscellaneous.

         7.1 Survival of Warranties.  The warranties, representations and
covenants of the Company and Investors contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of the Investors or the Company.

         7.2 Successors and Assigns.  The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

         7.3 Governing Law.  This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California.

         7.4 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         7.5 Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                                      -18-
   23
         7.6 Notices.  Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party to be notified at the address
indicated for such party in Exhibit A or in the case of the Company on the
first page of this Agreement, or at such other address as such party may
designate by ten (10) days' advance written notice to the other parties.

         7.7 Payment of Fees and Expenses.  The Company and the Investors shall
each bear their own legal and other expenses incurred with respect to this
transaction.

         7.8 Finder's Fee.  Each Investor agrees to indemnify and to hold
harmless the Company from any liability for any commission or compensation in
the nature of a finders' fee (and the costs and expenses of defending against
such liability or asserted liability) for which the Investor or any of its
officers, partners, employees, or representatives is responsible.  The Company
agrees to indemnify and hold harmless each Investor from any liability for any
commission or compensation in the nature of a finders' fee (and the costs and
expenses of defending against such liability or asserted liability) for which
the Company or any of its officers, employees or representatives is
responsible.

         7.9 Amendments and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
at least a majority of the Shares or Conversion Stock.  Any amendment or waiver
effected in accordance with this Section shall be binding upon each holder of
any securities purchased under this Agreement at the time outstanding
(including securities into which such securities are convertible), each future
holder of all such securities, and the Company; provided, however, that no
condition set forth in Section 5 hereof may be waived with respect to any
Investor who does not consent thereto.

        7.10 Severability.  If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.

        7.11 Aggregation of Stock.  All Shares held or acquired by affiliated
entities or persons shall be aggregated together for

                                      -19-
   24
the purpose of determining the availability of any rights under this Agreement.

        7.12 Ambiguities.  The provisions of this Agreement shall be
interpreted without regard to the drafting source and as if both parties
drafted this Agreement in a reasonable manner to effect the purpose of the
parties.

                                      -20-
   25
    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                  INTEGRATED SURGICAL SYSTEMS, INC.

                                  By:    /s/ HOWARD A. PAUL
                                       --------------------------------------
                                             Howard A. Paul, President

                                  SUTTER HEALTH

                                  By:
                                       --------------------------------------

                                  Title: 
                                         ------------------------------------

                                  John N. Kapoor Trust

                                  By:
                                       --------------------------------------

                                  Title:
                                         ------------------------------------

                                      -21-
   26
    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                INTEGRATED SURGICAL SYSTEMS, INC.

                                By: 
                                     --------------------------------------
                                     Howard A. Paul, President

                                SUTTER HEALTH

                                By:       /s/  AUGUST C. SAIBENI
                                     --------------------------------------

                                Title:  Senior Vice President, 
                                          Diversification
                                        -----------------------------------

                                John N. Kapoor Trust

                                By:
                                     --------------------------------------

                                Title:
                                       ------------------------------------

                                      -21-
   27
    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                  INTEGRATED SURGICAL SYSTEMS, INC.

                                  By:  
                                       --------------------------------------
                                       Howard A. Paul, President

                                  SUTTER HEALTH

                                  By:
                                       --------------------------------------

                                  Title: 
                                         ------------------------------------

                                  John N. Kapoor Trust

                                  By:         /s/  JOHN N. KAPOOR
                                       --------------------------------------

                                  Title:  Trustee
                                          -----------------------------------

                                      -21-
   1
                                                                   Exhibit 10.4
===============================================================================

                       INTEGRATED SURGICAL SYSTEMS, INC.

                            SERIES C PREFERRED STOCK

                               PURCHASE AGREEMENT

                               NOVEMBER 13, 1992

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                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----

1. Purchase and Sale of Stock............................................   1

   1.1   Sale of Stock...................................................   1
   1.2   Closing.........................................................   1

2. Representations and Warranties of the Company........................    2
   
   2.1   Organization, Good Standing and Qualification..................    2
   2.2   Capitalization.................................................    3
   2.3   Subsidiaries...................................................    3
   2.4   Authorization..................................................    4
   2.5   Shares and Conversion Stock....................................    4
   2.6   Governmental Consents..........................................    5
   2.7   Litigation.....................................................    5
   2.8   Proprietary Information Agreements.............................    5
   2.9   Patents and Trademarks.........................................    5
   2.10  Compliance with Other Instruments..............................    6
   2.11  Agreements; Action.............................................    7
   2.12  Disclosure.....................................................    7
   2.13  Registration Rights............................................    8
   2.14  Corporate Documents............................................    8
   2.15  Title to Property and Assets...................................    8
   2.16  Employee Benefit Plans.........................................    8
   2.17  Tax Returns, Payments and Elections............................    8
   2.18  Financial Statements...........................................    8
   2.19  Changes........................................................    9
   2.20  Environmental and Safety Laws..................................    9
   2.21  Minute Books...................................................    9
   2.22  Insurance......................................................    9
   2.23  Effect of Transaction..........................................   10
   2.24  Finder's Fee...................................................   10

3. Representations and Warranties of the Investor.......................   10
 
   3.1   Due Organization and Authorization.............................   10
   3.2   Purchase Entirely for Own Account..............................   10
   3.3   Disclosure of Information......................................   11
   3.4   Investment Experience..........................................   11
   3.5   Restricted Securities..........................................   11
   3.6   Further Limitations on Disposition.............................   11
   3.7   Legends........................................................   12
   3.8   Finder's Fee...................................................   12

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                               TABLE OF CONTENTS
                                  (Continued)
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                                                                          ----

4. Conditions of Investor's Obligations at Closing......................   12

   4.1   Representations and Warranties..................................  12
   4.2   Performance.....................................................  12
   4.3   Compliance Certificate..........................................  12
   4.4   Proceedings and Documents.......................................  12
   4.5   Opinion of Company Counsel......................................  13
   4.6   Stockholders Agreement..........................................  13
   4.7   Registration Rights Agreement...................................  13
   4.8   Restated Certificate of Incorporation...........................  13
   4.9   Stock Certificates..............................................  13
   4.10  Future Financing................................................  13

5. Conditions of the Company's Obligations at Closing....................  13

   5.1   Representations and Warranties..................................  13
   5.2   Payment of Purchase Price.......................................  13
   5.3   Restated Certificate of Incorporation...........................  13
   5.4   Stockholders Agreement..........................................  13

6. Covenants of the Company..............................................  14

   6.1   Delivery of Financial Statements................................  14
   6.2   Inspection......................................................  14
   6.3   Restrictive Agreements Prohibited...............................  15
   6.4   Proprietary Information Agreements..............................  15
   6.5   Transactions with Affiliates....................................  15
   6.6   Purchase Rights.................................................  15
   6.7   Visitation Rights...............................................  16
   6.8   Termination of Covenants........................................  17

7. Miscellaneous.........................................................  17

   7.1   Survival of Warranties..........................................  17
   7.2   Successors and Assigns..........................................  17
   7.3   Governing Law...................................................  17
   7.4   Counterparts....................................................  18
   7.5   Titles and Subtitles............................................  18
   7.6   Notices.........................................................  18
   7.7   Payment of Fees and Expenses....................................  18
   7.8   Finder's Fee....................................................  18
   7.9   Amendments and Waivers..........................................  18
   7.10  Severability....................................................  19
   7.11  Aggregation of Stock............................................  19

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                               TABLE OF CONTENTS
                                  (continued)

     EXHIBITS

        A       Schedule of Purchasers

        B       Restated Certificate of Incorporation

        C       Schedule of Exceptions

        D       Proprietary Information Agreement

        E       Opinion of Company Counsel

        F       Amended and Restated Stockholders Agreement

        G       Registration Rights Agreement

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                            STOCK PURCHASE AGREEMENT

        THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is
made as of the 13th day of November, 1992, by and between Integrated Surgical
Systems, Inc., a Delaware corporation located at 829 West Stadium Lane,
Sacramento, California 95834 (the "Company"), and the investors listed on the
signature pages hereof, each of which is herein referred to as an "Investor."
Exhibit A attached hereto lists each Investor's investments pursuant to this
Agreement.  

        THE PARTIES HEREBY AGREE AS FOLLOWS:

        1.      Purchase and Sale of Stock.

                1.1     Sale of Stock.

                        (a)  The Company shall adopt and file with the
Secretary of State of Delaware on or before the Closing (as defined below) the
Restated Certificate of Incorporation in the form attached hereto as Exhibit B.

                        (b)  Subject to the terms and conditions of this
Agreement, each Investor agrees, severally, to purchase at the Closing and the
Company agrees to sell and issue to each Investor at the Closing, that number
of shares of the Company's Series C Preferred Stock set forth opposite each
Investor's name on the dates and at the purchase prices set forth in Exhibit A
attached hereto.

                        (c)  The shares of Series C Preferred Stock sold to the
Investors pursuant to this Agreement are hereinafter referred to as the
"Shares."  The total amount of Common Stock and other securities issuable upon
conversion of the Shares is hereinafter referred to as the "Conversion Stock."
The Shares and the Conversion Stock are hereinafter collectively referred to as
the "Securities."

                1.2     Closing.

                        (a)  The initial purchase and sale of 189,394 shares of
the Shares shall take place at the offices of McDonough, Holland & Allen, A
Professional Corporation, 555 Capitol Mall, 9th Floor, Sacramento, CA 95814 at
10:00 A.M., on November 13, 1992 or at such other time and place as the Company
and Investors acquiring in the aggregate more than half the shares of Series C
Preferred Stock being sold on that date pursuant hereto mutually agree upon
(which time and place are designated as the "Closing").  At the Closing the
Company shall deliver to each Investor certificate(s)

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representing the Shares which such Investor is purchasing against delivery to
the Company by such Investor of a check or wire transfer in the amount of the
purchase price therefor payable to the Company's order.

                        (b)  568,182 shares of the Series C Preferred Stock
will be sold at 10:00 A.M. on the dates listed in Exhibit A at the office
specified in Section 1.2(a) or at such other place as the Company and Sutter
Health, a California nonprofit public benefit corporation ("Sutter Health")
mutually agree upon (which times and places are designated as the "Subsequent
Closings").  Such sales shall be made on the terms and conditions set forth on
this Agreement.  The shares of Series C Preferred Stock sold pursuant to this
Section 1.2(b) shall be deemed to be "Shares" sold pursuant to this Agreement.
At the Subsequent Closings the Company shall deliver to each Investor
certificate(s) representing the Shares which such Investor is purchasing
against delivery to the Company by such Investor of a check or wire transfer in
the amount of the purchase price therefor payable to the Company's order.

                        (c)  At any time on or before the 90th day following
the Closing, Sutter Health may purchase up to 94,697 but not less than 23,675
additional shares of Series C Preferred Stock (the "Option Shares").  Such sale
shall be made on the terms and conditions set forth on this Agreement.  Any
shares of Series C Preferred Stock sold pursuant to this Section 1.2(c) shall
be deemed to be "Shares" sold pursuant to this Agreement.  Sutter Health may
not assign its right to purchase Option Shares without the consent of the
Company and International Business Machines Corporation ("IBM") except that
(subject to the following sentence) Sutter Health, without the consent of the
Company or IBM, may assign its right to purchase the Option Shares to a
limited partnership, the sole general partner of which is Sutter Health and the
limited partners of which are certain individuals who are officers of or
employed by Sutter Health (a "Sutter Limited Partnership").  The right to
purchase the Option Shares may be assigned only if (i) the assignee is an
"Accredited Investor" as defined in Regulation D under the Securities Act of
1933, as amended, and (ii) the assignee executes a counterpart of this
Agreement, the Stockholders Agreement and the Registration Rights Agreement.

        2.      Representations and Warranties of the Company.  The Company
hereby represents and warrants to each Investor that, as of the date of this
Agreement, except as set forth on a Schedule of Exceptions attached hereto as
Exhibit C, which exceptions shall be deemed to be representations and
warranties as if made hereunder.

                2.1  Organization, Good Standing and Qualification.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all

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requisite corporate power and authority to carry on its business as now
conducted.  The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure so to qualify would have a
material adverse effect on its business or properties.

        2.2  Capitalization.  The authorized capital of the Company consists,
or will consist prior to the Closing, of:

                (a) 1,969,940 shares of Preferred Stock, $0.01 par value (the
"Preferred Stock"), of which 666,667 shares have been designated Series A
Preferred Stock, 451,000 shares have been designated Series B Preferred Stock
and 852,273 shares have been designated Series C Preferred Stock.  As of the
date hereof, no shares of Series A Preferred Stock and 451,000 shares of Series
B Preferred Stock are outstanding.  Immediately prior to the Closing, no shares
of Series C Preferred Stock will be outstanding.  Up to 852,273 shares of
Series C Preferred Stock will be sold pursuant to this Agreement.  The rights,
preferences, privileges and restrictions of the Shares will be as stated in the
Company's Restated Certificate of Incorporation attached hereto as Exhibit B.

                (b) 7,000,000 shares of Common Stock, $0.01 par value (the
"Common Stock").  Immediately prior to the Closing, 500,000 shares will be 
outstanding.

                (c) A Convertible Subordinated Loan Note ("IBM Note")
convertible into 666,667 shares of Series A Preferred Stock.

                (d) Warrant to purchase up to 500,000 shares of Common Stock
(the "Common Warrants").

                (e) Options to purchase up to 134,150 shares of Common Stock
(the "Options") pursuant to the Company's 1991 Incentive Stock Option Plan,
leaving 115,850 shares reserved for future grants thereunder.

                (f) Except for (i) the conversion privileges of the Preferred
Stock (ii) the rights set forth in the Amended and Restated Stockholders
Agreement attached hereto as Exhibit F ("Stockholders Agreement") and (iii) as
set forth in the Schedule of Exceptions, there are no other outstanding
options, warrants, rights (including conversion or preemptive rights) or
agreements for the purchase or acquisition from the Company of any shares of
its capital stock.

        2.3  Subsidiaries.  The Company does not presently own or control,
directly or indirectly, any interest in any other corporation, association, or
other business entity.

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        2.4    Authorization.  All corporate action on the part of the Company,
its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of
the Company hereunder and the authorization, issuance (or reservation for
issuance) and delivery of the Shares being sold  hereunder and the Conversion
Stock has been taken or will be taken prior to the Closing, and this Agreement
constitutes a valid and legally binding obligation of the Company, enforceable
in accordance with its terms.

        2.5    Shares and Conversion Stock.

        (a)  The Shares which are being purchased by the Investors hereunder,
when issued, sold and delivered in accordance with the terms hereof for the
consideration expressed herein, will be duly validly issued, fully paid and
nonassessable and, based in part upon the representations of the Investors in
this Agreement, will be issued in compliance with all applicable federal and
state securities laws.  The Conversion Stock has been duly and validly reserved
for issuance and, upon issuance in accordance with the terms of the Restated
Certificate of Incorporation, shall be duly and validly issued, fully paid and
nonassessable, and issued in compliance with all applicable securities laws, as
presently in effect, of the United States and each of the states whose
securities laws govern the issuance of any of the Shares hereunder. Neither the
issuance, initial sale or delivery of the Shares by the Company nor the
Conversion Stock is subject to any preemptive right of stockholders of the
Company which has not been waived.

                (b)  The outstanding shares of Common Stock are all duly and
validly authorized and issued, fully paid and nonassessable and were issued in
compliance with all applicable federal and state securities laws.  The shares
of Series A Preferred Stock when issued, upon conversion and in accordance
with the terms of the IBM Note, shall be duly and validly authorized and
issued, fully paid nonassessable, and shall have been issued in
compliance with applicable federal and state securities laws.  The outstanding
shares of Series B Preferred Stock are all duly and validly authorized and
issued, fully paid nonassessable and were issued in compliance with all
applicable federal and state securities laws.  The Common Stock issuable upon
conversion of the Series A Preferred Stock and Series B Preferred Stock has
been duly and validly reserved for issuance, and upon issuance in accordance
with the terms of the Restated Certificate of Incorporation shall be duly and
validly issued, fully paid and nonassessable, and issued in compliance with all
applicable securities laws, as presently in effect, of the United States and
each of the states whose securities laws govern the issuance of such Common 
Stock.

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        2.6    Governmental Consents.  No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with any federal, state, local or provincial governmental authority on
the part of the Company is required in connection with the consummation of the
transactions contemplated by this Agreement, except qualification (or taking
such action as may be necessary to secure an exemption from qualification, if
available) of the offer and sale of the Shares (and the Conversion Stock) under
the California Corporate Securities law of 1968, as amended, and other Blue Sky
laws, which filings and qualifications, if required, will be accomplished in a
timely manner.

        2.7    Litigation.  There is no action, suit, proceeding or
investigation pending or currently threatened against the Company which
questions the validly of this Agreement or the right of the Company to enter
into it, to perform this Agreement or to consummate the transactions
contemplated hereby, or which might result, either individually or in the
aggregate, in any material adverse changes in the assets, condition, affairs or
prospects of the Company, financially or otherwise, or any change in the current
equity ownership of the Company, nor is the Company aware that there is any
basis for the foregoing.  The foregoing includes, without limitation, actions
pending or threatened (or any basis therefor known to the Company) involving the
prior employment of any of the Company's employees, their use in connection
with the Company's business of any information or techniques allegedly
proprietary to any of their former employers, or their obligations under any
agreements with prior employers.  The Company is not a party or subject to the
provisions of any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality.  There is no action, suit, proceeding or
investigation by the Company currently pending or which the Company intends to
initiate. 

        2.8    Proprietary Information Agreements.  Each key employee and
officer of the Company has executed a Proprietary Information Agreement in the
form attached hereto as Exhibit D, and no exceptions have been taken by any
such employee or officer to the terms of such agreement.  The Company, after
reasonable investigation, is not aware that any of its employees are in
violation thereof, and the Company will use its best efforts to prevent any
such violation.

        2.9    Patents and Trademarks.  The Company has sufficient title and
ownership of, or has the right to use without payment to any other person, all
patents, trademarks, service marks, trade names, copyrights, trade secrets,
information, proprietary rights and process necessary for its business as now
conducted and as proposed to be conducted without any conflict with or
infringement of the rights of others.  The Company has not granted any
options, licenses, or agreements of any kind relating to the foregoing, nor 

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is the Company bound by or a party to any options, licenses or agreements of
any kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, proprietary rights and
processes of any other person or entity.  The Company has not received any
communications alleging that the Company has violated or, by conducting its
business as proposed, would violate any of the patents, trademarks, service
marks, trade names, copyrights or trade secrets or other proprietary rights of
any other person or entity.  The Company is not aware that any of its employees
is obligated under any contract (including licenses, covenants or commitments
of any nature) or other agreement, or subject to any judgment, decree or order
of any court or administrative agency, that would interfere with the use of his
or her best efforts to promote the interests of the Company or that would
conflict with the Company's business by the employees of the Company, nor the
conduct of the Company's business as proposed, will, to the Company's
knowledge, conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, any contract, covenant or
instrument under which any of such employees is now obligated.  The Company
does not believe it is or will be necessary to utilize any inventions of any of
its employees (or people it currently intends to hire) made prior to their
employment by the Company.

                     2.10 Compliance with Other Instruments

                          (a)  The Company is not in violation or default in
any material  respect of any provisions of its Certificate of Incorporation, as
amended, or Bylaws or of any material instrument, by which it is bound or, to
its knowledge, of any provision of federal or state statute, rule or regulation
applicable to the Company.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not
result in any such violation or be in conflict with or constitute, with or
without the passage of time and giving of notice, either a default under any
such provision, instrument, judgment, order, writ, decree or contract or an
event which results in the creation of any lien, charge or encumbrance upon any
assets of the Company.

                        (b)  The Company has avoided every condition, and has
not performed any act, the occurrence of which would result in the Company's
loss of any material right granted under any license, distribution or other    
agreement.

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        2.11    Agreements; Action.

                (a)  Except for agreements explicitly contemplated hereby,
there are no agreements, understandings or proposed transactions between the
Company and any of its officers, directors, affiliates, or any affiliate
thereof.  For purposes of the foregoing, an "affiliate" shall include, but not
be limited to, those persons and entities who fall within the definition of
"Affiliate" contained in Section 6.5.

                (b)  There are no agreements, understandings, instruments,
contracts or proposed transactions to which the Company is a party or by which
it is bound which involve (i) obligations of, or payments to the Company in
excess of $25,000, or (ii) the license of any patent, copyright, trade secret
or other proprietary right to or from the Company.

                (c)  The Company has not (i) declared or paid any dividend, or
authorized or  made any distribution upon or with respect to any class or
series of its capital stock, (ii) incurred any indebtedness for money borrowed
or incurred any other liabilities individually in excess of $25,000 or in
excess of $100,000 in the aggregate, (iii) made any loans or advances to any
person, other than ordinary advances for travel expenses, or (iv) sold,
exchanged or otherwise disposed of any of its assets or rights, other than in
the ordinary course of business.

                (d)  The Company has not engaged in the past twelve (12) months
in any discussion (i) with any representative of any corporation or corporations
regarding the consolidation or merger of the Company with or into any such
corporation or corporations, (ii) with any corporation, partnership, association
or other business entity or any individual regarding the sale, conveyance or
disposition of all or substantially all of the assets of the Company, or a
transaction or series of related transactions in which more than fifty percent
(50%) of the voting power of the Company is disposed of, (iii) regarding any
other form of liquidation, dissolution or winding up of the Company.

                (e)  Except for the Stockholders Agreement, the Company is not
a party to or aware of any voting trust or agreement, stockholders agreement,
pledge agreement, buy-sell agreement or first refusal or preemptive rights
agreement relating to securities of Company.  

        2.12    Disclosure.  The Company has fully provided each Investor with
all the information which such Investor has requested for deciding whether to
purchase the Shares and all information which the Company believes is reasonably
necessary to enable such Investor to make such decision.  Neither this Agreement
nor any other statements or certificates made or delivered in connection

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herewith contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements herein or therein not misleading.
        
         2.13   Registration Rights.  Except as provided in the Registration
Rights Agreement attached hereto as Exhibit G and the registration rights
granted under the IBM Loan and Warrant Purchase Agreement dated February 6,
1991 (the "IBM Loan Agreement"), the Company has not granted or agreed to grant
any registration rights, including piggyback rights, to any person or entity.

        2.14    Corporate Documents.  As of the Closing, the Restated
Certificate of Incorporation will be in the form attached hereto as Exhibit B.
The Bylaws of the Company are in the form previously provided to the Investors.

        2.15    Title to Property and Assets.  The Company owns its property
and assets free and clear of all mortgages, liens, loans and encumbrances,
except such encumbrances and liens which arise in the ordinary course of
business and do not materially impair the Company's ownership or use of such
property or assets.  With respect to the property and assets it leases, the
Company is in compliance with such leases and, to its knowledge, holds a valid
leasehold interest free of any liens, claims or encumbrances.

        2.16    Employee Benefit Plans  Other than the 401 (k) Profit Sharing
Plan, Company does not have any other Employee Benefit Plan as defined in the
Employee Retirement Income Security Act to 1974.

        2.17    Tax Returns, Payments and Elections.  The Company had filled
all tax returns and reports as required by law.  As of their respective filing
dated, these returns and reports are true and correct in all material
respects.  The Company has paid all taxes and other assessments due, except
those contested by it in good faith which are listed in the Schedule of
Exceptions.  The Company has not elected pursuant to the Internal Revenue Code
of 1986, as amended (the "Code"), to be treated as a Subchapter S corporation
or a collapsible corporation pursuant to Section 341(f) or Sections 1362(a) of
the Code, nor has it made any other elections pursuant to the Code (other than
elections which relate solely to methods of accounting, depreciation or
amortization) which would have a material effect on the Company, its financial
condition, its business as presently conducted or proposed to be conducted or
any of its properties or material assets.

        2.18    Financial Statements.  The Company has delivered to the
Investors its unaudited financial statements for the month ended September 30,
1992 (the "Financial Statements").  The Financial Statements have been prepared
in accordance with generally accepted accounting principles ("GAAP") applied on
a 

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consistent basis throughout the periods indicated and with each other.  The
Financial Statements fairly present the financial condition and operating
results of the Company as of the dates, and for the periods, indicated
therein.  Except as set forth in the Financial Statements, the Company has no
material liabilities, contingent or otherwise, other than:  (a) liabilities
incurred in the ordinary course of business subsequent to September 30, 1992;
and (b) obligations under contracts and commitments incurred in the ordinary
course of business and not required under GAAP to be reflected in the Financial
Statements which, in both cases, individually or in the aggregate, are not
material to the financial condition or operating results of the Company.
Except as disclosed in the Financial Statements, the Company is not a guarantor
or indemnitor of any indebtedness of any other person, firm or corporation.
The Company maintains and will continue to maintain a standard system of
accounting established and administered in accordance with GAAP.

        2.19    Changes.  To the Company's knowledge, since August 31, 1992,
there has not been any event of any type that has materially and adversely
affected the business, properties, or financial condition of the Company.

        2.20    Environmental and Safety Laws.  To its knowledge, the Company
is not in violation of any applicable statute, law or regulation relating to
the environment or occupational health and safety, and to its knowledge, no
material expenditures are or will be required in order to comply with any such
existing statute, law or regulation. 

        2.21    Minute Books.  The copies of the minute book of the Company
made available to counsel to the Investors contain minutes of all meetings of
directors and stockholders and all actions by written consent without a meeting
by the directors and stockholders since the date of incorporation and reflect
all actions by the directors (and any committee of directors) and stockholders
with respect to all transactions referred to in such minutes accurately in all
material respects.

        2.22    Insurance.  The Schedule of Exceptions sets forth a complete
and accurate list and description, including, but not limited to, annual
premiums and the deductibles, of all policies of fire, liability, product
liability, workmen's compensation, health and other forms of insurance
presently in effect with respect to the Company's business.  All such policies
are valid, outstanding and enforceable policies and provide insurance coverage
for the properties, assets and operations of the Company, if the kinds, in the
amounts and against the risks (a) required to comply with laws and (b)
customarily maintained by organizations similarly situated.  The Company has
not been refused any insurance with respect to any aspect of the operations of
its business nor has its coverage been

                                      -9-
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limited by any insurance carrier to which it has applied for insurance or with
which it has carried insurance.  No notice of cancellation or termination has
been received with respect to any such policy.  The activities and operations
of the Company have been conducted in a manner so as to conform in all material
respects to all applicable provisions of such insurance policies.

        2.23    Effect of Transaction.  No creditor, supplier, employee, client
or other customer or other person having a material business relationship with
the Company has informed the Company that such person intends to change the
relationship because of the transactions contemplated by this Agreement.

        2.24    Finder's Fee.  The Company and its officers, directors or
representatives have not incurred any liabilities for any commission or
compensation in the nature of a finder's fee other than its obligations to
Southport Partners.  A copy of the agreement with Southport Partners has been
delivered to special counsel for the Investors.

   3.      Representations and Warranties of the Investor.  Each Investor
hereby represents and warrants (with respect to itself) that:

        3.1     Due Organization and Authorization.  Each Investor has all
requisite power and authority to enter into this agreement and the Stockholders
Agreement and to consummate the transactions contemplated hereby and thereby.
The execution and delivery by each Investor of this Agreement and the
consummation by each Investor of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action pursuant to
applicable law, and this Agreement and the Stockholders' Agreement each
constitutes the valid and legally binding obligation of each Investor,
enforceable in accordance with its terms.

        3.2     Purchase Entirely for Own Account.  This Agreement is made
with each Investor in reliance upon such Investor's representation to the
Company, which by such Investor's execution of this Agreement such Investor
hereby confirms that the Shares will be acquired for investment for such
Investor's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that such Investor has no
present intention of selling, granting any participation in, or otherwise
distributing the same.  By executing this Agreement, each Investor further
represents that such Investor does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Securities.  Each Investor represents that it has full power and authority to
enter into this Agreement.

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        3.3  Disclosure of Information.  Each Investor believes it has received
all the information it considers necessary or appropriate for deciding whether
to purchase the Shares.  Each Investor further represents that it has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Shares.  The foregoing, however,
does not limit or modify the representations and warranties of the Company in
Section 2 of this Agreement or the right of the Investors to rely thereon.

        3.4  Investment Experience.  Each Investor is an investor in securities
of companies in the development stage and acknowledges that it is able to fend
for itself, and bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment in the Shares.  If other than
an individual, the Investor also represents it has not been organized for the
purpose of acquiring the Shares.

        3.5  Restricted Securities.  Each investor understands that the Shares
it is purchasing are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Securities Act of 1933, as amended (the "Act") only in certain limited
circumstances.  In this connection, each Investor represents that it is
familiar with Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Act.

        3.6  Further Limitations on Disposition.  Without in any way limiting
the representations set forth above, each Investor further agrees not to make
any disposition of all or any portion of the Shares (or the Conversion Stock)
unless and until:

             (a)  There is then in effect a Registration Statement under the
Act covering such proposed disposition and such disposition is made in
accordance with such Registration Statement; or

             (b)  Such Investor shall have notified the Company of the proposed
disposition and if requested by the Company, such Investor shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration of such shares under the
Act.  It is agreed that the Company will not require opinions of counsel for
transactions made pursuant to Rule 144 except in unusual circumstances.

                                      -11-
   16
        3.7  Legends.  It is understood that the certificates evidencing the
Shares (and the Conversion Stock) may bear one or all of the following legends:

             (a)  "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS
SOLD PURSUANT TO RULE 144 OF SUCH ACT."

             (b)  Any legend required by the laws of any applicable state and
by the Stockholders' Agreement.

        3.8  Finder's Fee.  The Investors and its officers, partners, employees
or representatives have not incurred any liabilities for any commission or
compensation in the nature of a finder's fee.

    4.  Conditions of Investor's Obligations at Closing.  The obligations of
each Investor under Section 1.1(b) of this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions, the
waiver of which shall not be effective against any Investor who does not
consent in writing thereto:

        4.1  Representations and Warranties.  The representations and
warranties of the Company contained in Section 2 shall be true on and as of the
Closing with the same effect as though such representations and warranties had
been made on and as of the date of such Closing.

        4.2  Performance.  The Company shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.

        4.3  Compliance Certificate.  The President of the Company shall
deliver to each Investor at the Closing a certificate date as of the Closing
date certifying as to the fulfillment of the conditions specified in Sections
4.1 and 4.2.

        4.4  Proceedings and Documents.  All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto shall be reasonably satisfactory in form and substance to each
Investor and counsel to any of the Investors, and they shall have received all
such counterpart original and certified or other copies of such documents as
they may reasonably request.  

                                      -12-
   17
        4.5  Opinion of Company Counsel.  Each Investor shall have received
from Wilson, Sonsini, Goodrich & Rosati, counsel for the Company, an opinion,
dated as of the Closing, in the form attached hereto as Exhibit E.

        4.6  Stockholders Agreement.  The Stockholders Agreement in the form
attached hereto as Exhibit F shall have been executed and delivered by all of
the parties thereto.

        4.7  Registration Rights Agreement.  The Company and each Investor
under this Agreement shall have executed and delivered the Registration Rights
Agreement attached hereto as Exhibit G.

        4.8  Restated Certificate of Incorporation.  The Restated Certificate
of Incorporation attached hereto as Exhibit B shall have been accepted for
filing by the Delaware Secretary of State.  

        4.9  Stock Certificates.  The Company shall have delivered to the
Investors the certificate referred to Section 1.2.

        4.10 Future Financing.  It is generally acceptable to the Investors
that new series of Preferred Stock issued in future financings be on terms
which are pari passu with the rights of the Series B Preferred Stock and Series
C Preferred Stock.

5.  Conditions of the Company's Obligations at Closing.  The obligations of the
Company to each Investor under this Agreement are subject to the fulfillment on
or before the Closing of each of the following conditions, the waiver of which
shall not be effective unless consented to in writing by the Company:
        
        5.1  Representations and Warranties.  The representations and
warranties of each Investor contained in Section 3 shall be true on and as of
the Closing with the same effect as though such representations and warranties
had been made on and as of the Closing.

        5.2  Payment of Purchase Price.  All of the Investors shall have
delivered the purchase price provided for in Section 1.1(b).

        5.3  Restated Certificate of Incorporation.  The Restated Certificate
of Incorporation attached hereto as Exhibit B shall have been accepted for
filing by the Delaware Secretary of State.

        5.4  Stockholders Agreement.  The Stockholders' Agreement in the form
attached hereto as Exhibit F shall have been executed and delivered by all of
the parties thereto.

                                      -13-
   18
        6.      Covenants of the Company.

                6.1     Delivery of Financial Statements.  The Company shall
deliver to each Investor which holds, together with its affiliates, an
aggregate of 90,000 shares of the Securities:

                        (a)     as soon as practicable, but in any event within
ninety (90) days after the end of each fiscal year of the Company commencing
with the fiscal year ending December 31, 1992, a balance sheet, and statements
of operations and cash flow for such fiscal year.  Such year-end financial
reports to be in reasonable detail, prepared in accordance with generally
accepted accounting principles ("GAAP"), and audited and certified by
independent public accountants of nationally recognized standing selected by
the Company.  In addition, within ninety (90) days after the end of each fiscal
year of the Company, a capitalization chart setting forth the principal
stockholders of the Company;

                        (b)     within thirty (30) days of the end of each
month, and until a public offering of Common Stock of the Company, an unaudited
statement of operations and balance sheet for and as of the end of such month,
in reasonable detail and prepared in accordance with GAAP, subject to year end
audit adjustments and the absence of footnotes;

                        (c)     within forty-five (45) days prior to the end of
each fiscal year, a budget and business plan for the next fiscal year,
prepared on a monthly basis, including a balance sheet and statement of
operations for such months and, as soon as prepared, any other budgets or
revised budgets prepared by the Company;

                        (d)     with respect to the financial statements called
for in subsection (b) of this Section 6.1, an instrument executed by the Chief
Financial Officer, President or Chairman of the Company and certifying that
such Financial Statements were prepared in accordance with GAAP consistently
applied with prior practice for earlier periods and fairly present the
financial condition of the Company and its results of operation for the period
specified, subject to year-end audit adjustments and the absence of footnotes;

                        (e)     such other information relating to the
financial condition, business, prospects or corporate affairs of the Company as
each Investor may from time to time request, provided, however, that the
Company shall not be obligated to provide information which it deems in good
faith to be proprietary.

                6.2     Inspection.  The Company shall permit each Investor
which holds, together with its affiliates, an aggregate of 90,000 shares of the
Securities, to visit and inspect the Company's properties, to examine its books
of account and records and to discuss

                                      -14-
   19
the Company's affairs, finances and accounts with its officers, all at such
reasonable times as may be requested by the Investor; provided, however, that
the Company shall not be obligated pursuant to this Section 6.2 to provide
access to any information which it reasonably considers to be a trade secret or
similar confidential information.

          6.3   Restrictive Agreements Prohibited.   Neither the Company nor any
of its subsidiaries shall become a party to any agreement which by its terms
restricts the Company's performance of this Agreement.

          6.4   Proprietary Information Agreements.  The Company shall use its
best efforts to obtain, and shall cause its subsidiaries, if any, to use their
best efforts to obtain, a Proprietary Information Agreement in substantially the
form of Exhibit D from all future officers, key employees and other employees
who will have access to confidential information of the Company or any of its
subsidiaries, upon their employment by the Company or any of its subsidiaries.

          6.5   Transactions with Affiliates.  Except for transactions
contemplated by this Agreement or as otherwise approved by a majority of
directors, neither the Company nor any of its subsidiaries shall enter into any
transaction with any director, officer, employee or holder of more than 5% of
the outstanding capital stock of any class of the Company or any of its
subsidiaries, member of the family of any such person, or any corporation,
partnership, trust or other entity in which any such person, or member of the
family of such person, either alone or together with other persons affiliated
with Company, is a director, officer, trustee, partner or holder of more than 5%
of the outstanding capital stock thereof (collectively, "Affiliates"), except
for transactions on customary terms negotiated on an arms-length basis or
related to such person's employment.

          6.6     Purchase Rights.

                  (a)   Whenever the Company proposes to issue, deliver or sell
any Voting Securities (as defined below), other than (i) shares of Common Stock
(or options therefor) to employees, consultants and directors of the Company,
(ii) securities issuable upon exercise or conversion of outstanding securities,
or (iii) securities issued in connection with any stock split, stock dividend or
recapitalization of the Company as a result of which an Investor's percentage
interest in the Total Voting Power of the Company (as defined below) would be
reduced, the Company shall give each Investor written notice at least sixty (60)
days prior to such issuance and shall offer to sell to each Investor and, if
such offer is accepted in writing by an Investor within sixty (60) days of
receipt by the Investor of such offer, shall sell to the 

                                      -15-

   20
Investor, at a purchase price per share equal to the sale price of such Voting
Securities, up to and including that amount of such Voting Securities which, if
purchased by an Investor, would result in the Investor retaining its percentage
interest in the Total Voting Power of the Company in effect prior to such
issuance, of Voting Securities.  For the purpose of the preceding sentence, if
the sale price at which the Company proposes to issue, deliver or sell any
Voting Securities is to be paid with consideration other than cash, then the
purchase price at which the Investor may acquire such Voting Securities shall
be equal in value but payable entirely in cash.  The closing of any purchase
and sale of Voting Securities pursuant to this Section 6.6 shall take place on
such date, within thirty (30) days after acceptance by the Investor of an offer
by the Company, as shall be specified by the Investor in such acceptance.

                        (b)     The term "Total Voting Power of the Company"
shall mean the total number of votes which may be cast in the election of
directors of the Company at any meeting of stockholders of the Company if all
Voting Securities assuming full conversion, exchange or exercise of all
securities (including rights, warrants, options, convertible notes and other
convertible securities) convertible into, exchangeable for or exercisable for
any securities of the Company entitled to vote generally in the election of
directors of the Company who are present and voted at such meeting, other than
votes that may be cast only by one class or series of stock (other than Common
Stock) or upon the happening of a contingency.

                        (c)     The term "Voting Securities" shall mean the
shares of Common Stock and other securities of the Company entitled to vote
generally in the election of directors of the Company, and any other securities
(including rights, warrants, options, convertible notes and other convertible
securities) convertible into, exchangeable for or exercisable for any Common
Stock or other securities referred to above (whether or not presently
convertible, exchangeable or exercisable).

                        (d)     The rights granted under this Section 6.6 are
not transferable and shall terminate with respect to each Investor when such
Investor holds less than 90,000 shares of the Securities.

                6.7     Visitation Rights.  For so long as 90,000 shares (as
presently constituted) remain outstanding, the Company shall give notice of all
meetings of the Board of Directors to one designee ("Designee") appointed by
the Keystone Financial Group ("Keystone").  Keystone agrees that the Designee
shall be Henry Murdoh or such other individual reasonably acceptable to the
Company.  The Designee shall be allowed to attend all meetings of the Board of
Directors of the Company in a non-voting capacity and, in this respect, the
Company shall give the Designee, whether or 

                                      -16-
   21
not present at such meetings, copies of all notices, minutes, consents and all
other materials that it provides to its directors; provided, however, that the
Designee shall agree to hold in confidence and trust and to act in a fiduciary
manner with respect to all information so provided and to sign the Company's
confidential information agreement, if requested; and, provided further, that
the Company reserves the right to withhold any information and to exclude the
Designee from any meeting or portion thereof if access to such information or
attendance at such meeting could adversely affect the attorney/client privilege
between the Company and its counsel or if the information being discussed is
deemed highly confidential.

        6.8  Termination of Covenants.  The covenants set forth in this Section
6 shall terminate and be of no further force or effect when (a) (i) the sale of
securities pursuant to a registration statement filed by the Company under the
Act in connection with a firm commitment underwritten offering of its
securities to the general public is consummated and (ii) such offering results
in the automatic conversion of the Shares pursuant to the Restated Certificate
of Incorporation or (b) when the Company first becomes subject to the periodic
reporting requirements of Sections 12(g) or 15(d) of the Securities Exchange
Act of 1934, whichever event shall first occur.

   7.  Miscellaneous.

        7.1  Survival of Warranties.  The warranties, representations and
covenants of the Company and Investors contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of the Investors or the Company.

        7.2  Successors and Assigns.  The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties.  Nothing in this Agreement, express or
implied,  is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

        7.3  Governing Law.  This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California.

                                      -17-

   22
        7.4  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

        7.5  Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

        7.6  Notices.  Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party to be notified at the address
indicated for such party in Exhibit A or in the case of the Company on the
first page of this Agreement, or at such other address as such party may
designate by ten (10) days' advance written notice to the other parties.

        7.7  Payment of Fees and Expenses.  The Company and the Investors shall
each bear their own legal and other expenses incurred with respect to this
transaction.  

        7.8  Finder's Fee.  Each Investor agrees to indemnify and to hold
harmless the Company from any liability for any commission or compensation in
the nature of a finders' fee (and the costs and expenses of defending against
such liability or asserted liability) for which the Investor or any of its
officers, partners, employees, or representatives is responsible.  The Company
agrees to indemnify and hold harmless each Investor from any liability for any
commission or compensation in the nature of a finders' fee (and the costs and
expenses of defending against such liability or asserted liability) for which
the Company or any of its officers, employees or representatives is
responsible. 

        7.9  Amendments and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
at least a majority of the shares or Conversion Stock outstanding.  Any
amendment or waiver effected in accordance with this Section shall be binding
upon each holder of any securities purchased under this Agreement at the time
outstanding (including securities into which such securities are convertible),
each future holder of all such securities, and the Company; provided, however,
that no condition set forth in Section 5 hereof may be waived with respect to
any Investor who does not consent thereto.

                                      -18-
  
   23
        7.10  Severability.  If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with 
its terms.

        7.11  Aggregation of Stock.  All Shares held or acquired by affiliated
entities or persons shall be aggregated together for the purpose of determining
the availability of any rights under this Agreement.

        7.12  Ambiguities.  The provisions of this Agreement shall be
interpreted without regard to the drafting source and as if both parties
drafted this Agreement in a reasonable manner to effect the purpose of the 
parties.

                                      -19-

   24
        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                INTEGRATED SURGICAL SYSTEMS, INC.

                                By:  Howard A. Paul
                                     -----------------------------------------
                                     Howard A. Paul, President

                                      -20-
   25
SUTTER HEALTH, A CALIFORNIA NONPROFIT
PUBLIC BENEFIT CORPORATION

By:     [sig]
        --------------------------------

Title:  Sup - Finance
        -----------------------------

                                              INTEGRATED SURGICAL SYSTEMS, INC.
                                    SERIES C PREFERRED STOCK PURCHASE AGREEMENT
   26
KEYSTONE FINANCIAL CORPORATION, A
PENNSYLVANIA NOT-FOR-PROFIT CORPORATION

By:     Henry A. Murdoh
        -------------------------------
        Henry A. Murdoh

Title:  Vice President
        -------------------------------

                                               INTEGRATED SURGICAL SYSTEMS, INC.
                                     SERIES C PREFERRED STOCK PURCHASE AGREEMENT
   1
                                                                    EXHIBIT 10.8

                       ROBODOC/ORTHODOC LICENSE AGREEMENT
                            (with Appendices A and B)

         THIS LICENSE AGREEMENT shall be deemed to have been entered into on the
____ of January, 1991 ("Effective Date"), by and between Integrated Surgical
Systems, Inc. ("ISS"), a company organized under the laws of Delaware, with its
principal offices at Sacramento, California, and International Business Machines
Corporation ("IBM"), a New York corporation with its principal offices at
Armonk, New York. 

         WHEREAS, ISS desires to obtain from IBM certain nonexclusive and
partially exclusive rights and licenses necessary to develop and market robotic
surgery software and presurgical planning software; and

         WHEREAS, IBM and ISS have entered into a Loan and Warrant Purchase
Agreement dated January ____, 1991 (the "Loan and Warrant Agreement") pursuant
to which, among other things, ISS has agreed to issue to IBM a warrant for the
purchase of Common Stock of ISS in consideration for IBM's execution and
delivery of this Agreement. 

         NOW THEREFORE, in consideration of these premises and of the mutual
representations, warranties and covenants set forth herein, IBM and ISS hereby
agree as follows:

                                    Article I

1.  Definitions

1.1      "Active Robot Orthopedic Robotic Surgery" shall mean Active Robot
         Robotic Surgery in which the manipulator moves while it performs the
         drilling, milling, or cutting of bone to (i) correct or prevent
         skeletal deformities or fractures, or (ii) implant a prosthesis, or
         (iii) correct or prevent other joint diseases.

1.2      "Active Robot Robotic Surgery" shall mean surgery in which an
         automatically movable electromechanical manipulator performs at least
         one step in a surgical procedure.

1.3      "Contract Manager" shall mean an employee of each party designated in
         Section 5.4 to act as the liaison between IBM and ISS and to receive
         all notices and communications related to this Agreement which are sent
         between the parties. Either party may, upon written notice to the
         other, select a successor or designee for its Contract Manager.

1.4      "Derivative Work" shall mean a work which is based upon preexisting
         Software or supporting Documentation, such as a

                                       -1-
   2
         revision, modification, translation, abridgement, condensation,
         expansion, compilation or any other form in which such Software and/or
         Documentation may be recast, transformed or adapted, and which, if
         prepared without authorization of the owners(s) of such Software and
         Documentation, would constitute a copyright infringement.

1.5      "Documentation" shall mean written or online materials, including
         operator manuals, technical reference handbooks, service pamphlets, and
         other materials, including any maintenance modifications made thereto,
         which are necessary to support a party's Software licensed under this
         Agreement.

1.6      "Medical Field" shall mean the research, diagnosis, or treatment of
         diseases and other bodily maladies.

1.7      "Object Code" shall mean Software in a machine executable format.

1.8      "Orthopedic Presurgical Planning" shall mean Presurgical Planning in
         which the surgery is orthopedic surgery.

1.9      "Orthopedic Robotic Surgery" shall mean (a) Active Robot Orthopedic
         Robotic Surgery, or (b) Active Robot Robotic Surgery involving the
         drilling, milling, or cutting of bone to (i) correct or prevent
         skeletal deformities or fractures, or (ii) implant a prosthesis, or
         (iii) correct or prevent other joint diseases where the automatically
         movable electromechanical manipulator may not itself be performing the
         drilling, milling, or cutting of bone.

1.10     "Orthodoc Software" shall mean Software delivered to ISS under Section
         3.1 of this Agreement written in the "C" programming language and
         which, among other things, enables a user to manipulate and superimpose
         images, to identify calibration marks on images, and to derive surgical
         steps for modifying objects corresponding to the images.

1.11     "Presurgical Planning" shall mean manipulating and superimposing
         images, identifying calibration marks on images, and deriving surgical
         steps for modifying objects corresponding to the images for the
         purposes of planning surgery.

1.12     "Research Modified Motion Control Software" shall mean Software
         delivered to ISS under Section 3.1 of this Agreement written in the "C"
         and "assembler" programming languages and which, among other things,
         performs coordinate transformation computations to determine
         electromechanical manipulator motions, controls auxiliary tasks of an
         electromechanical manipulator, and constrains and enhances programmer
         and user ability to move an electromechanical manipulator.

                                       -2-
   3
1.13     "Robodoc Software" shall mean Software delivered to ISS under Section
         3.1 of this Agreement written in the "C", "assembler, and "AML/2"
         programming languages and which, among other things, directs an
         electromechanical manipulator to automatically cut a cavity in a bone
         to precisely fit a selected prosthetic implant.

1.14     "Software" shall mean any instructions and associated data capable of
         being executed, compiled or interpreted by a data processing machine,
         whether or not such instructions and associated data are in Object Code
         or Source Code form.

1.15     "Source Code" shall mean a human readable format of Software that
         cannot be executed by a data processing machine but from which Object
         Code can be (i) produced by compilation, and/or assembly, or (ii)
         invoked by interpretation.

1.16     "Subsidiary" shall mean a corporation, company or other entity, which
         meets either of the following criteria:

         (A)      More than fifty percent (50%) of the outstanding shares or
                  securities of such corporation, company or other entity
                  (representing the right to vote for the election of directors
                  or other managing authority) are, now or hereafter, owned or
                  controlled, directly or indirectly, by a party hereto, but
                  such corporation, company or other entity shall be deemed to
                  be a subsidiary only so long as such ownership or control
                  exists; or,

         (B)      Such corporation, company or other entity does not have
                  outstanding shares or securities, as may be the case in a
                  partnership, joint venture or unincorporated association, but
                  more than fifty percent (50%) of the ownership interest
                  representing the right to make the decisions for such
                  corporation, company or other entity is now or hereafter,
                  owned or controlled, directly or indirectly, by a party
                  hereto, but such corporation, company or other entity shall be
                  deemed to be a Subsidiary only so long as such ownership or
                  control exists.

1.17     "Ultimate User" shall mean persons and business entities who acquire
         Software licensed under this Agreement for internal productive use.

                                       -3-
   4
                                   Article II
2.  Licenses

2.1      IBM hereby grants to ISS a non-exclusive, worldwide license under IBM
         copyrights to use, execute, reproduce, display, prepare (or have
         prepared as a work for hire for ISS) Derivative Works based upon, and
         distribute and have distributed in ISS' own name copies of Robodoc
         Software, Orthodoc Software, and Research Modified Motion Control
         Software and Derivative Works based on Robodoc Software, Orthodoc
         Software, and Research Modified Motion Control Software to Ultimate
         Users; provided however, that any such copies distributed by or for ISS
         shall be in Object Code form only, except for portions of Robodoc
         Software written in the "AML/2" programming language which may be
         distributed in Source Code form, and except as provided in Section 4.8
         of this Agreement.

2.2      (A)      The copyright licenses granted to ISS at Section 2.1 for
                  Robodoc Software are limited to use in Orthopedic Robotic
                  Surgery.

         (B)      The copyright licenses granted to ISS at Section 2.1 for
                  Orthodoc Software are limited to use in Orthopedic Presurgical
                  Planning.

         (C)      The copyright licenses granted to ISS at Section 2.1 for
                  Research Modified Motion Control Software are limited to use
                  in Orthopedic Robotic Surgery.

         (D)      IBM agrees not to grant a copyright license for Robodoc
                  Software for commercial use for Active Robot Orthopedic
                  Robotic Surgery for five years from the effective date of this
                  Agreement; provided that IBM reserves the right to license
                  portions (but not substantially all) of Robodoc Software for
                  Active Robot Orthopedic Robotic Surgery at any time. IBM
                  reserves the right to license Robodoc Software outside of
                  Active Robot Orthopedic Robotic Surgery at any time.

2.3      IBM hereby grants to ISS a non-exclusive, worldwide, fully paid-up
         license under IBM copyrights to use, execute, reproduce, display,
         prepare (or have prepared as a work for hire for ISS) Derivative Works
         based upon, and sell, or otherwise transfer copies of, and distribute
         and have distributed in ISS' name, the Documentation for Robodoc
         Software, Orthodoc Software, and Research Modified Motion Control
         Software delivered to ISS under Section 3.1 of this Agreement and any
         Derivative Works made by or for ISS thereto; provided however, such
         Documentation shall be solely

                                       -4-
   5
         used in support of Software licensed to ISS under this Agreement.

2.4      (A)      "Invention" shall mean any idea, design, concept, technique,
                  invention, discovery or improvement, whether or not
                  patentable, conceived or first actually reduced to practice by
                  ISS, alone or jointly with IBM or another, prior to the
                  expiration of five (5) years from the Effective Date of this
                  Agreement. An Invention made jointly by ISS and IBM is
                  referred to as a "Joint Invention".

         (B)      Each patent for an Invention other than a Joint Invention,
                  shall be the property of ISS subject to a license described in
                  Paragraph (F) below, which ISS hereby grants to IBM under any
                  such patent protection obtained therefor. ISS shall promptly
                  make a complete written disclosure to IBM of each Invention it
                  brings to the attention of its patent attorney for patent
                  consideration specifically pointing out the features or
                  concepts which it believes to be new or different.

         (C)      ISS shall notify IBM promptly as to each country in which it
                  elects to seek protection for an Invention by obtaining patent
                  rights, at its expense, and shall promptly provide IBM with a
                  copy of each application so filed. Upon written request, ISS
                  will advise IBM of the status of any such application.

         (D)      Title to all patents issued on Joint Inventions shall be
                  joint, all expenses incurred in obtaining and maintaining such
                  patents, except as provided hereinafter, shall be equally
                  shared and each party shall have the unrestricted right to
                  license third parties thereunder without accounting. In the
                  event that one party elects not to seek or maintain patent
                  protection for any Joint Invention, in any particular country
                  or not to share equally in the expenses thereof with the other
                  party, the other party shall have the right to seek or
                  maintain such protection at its expense in such country and
                  maintenance thereof even though title to any patent issuing
                  therefrom shall be joint.

         (E)      Each party shall give the other party all reasonable
                  assistance in obtaining patent protection on a Joint Invention
                  and in preparing and prosecuting any patent application on a
                  Joint Invention filed by the other party, and shall cause to
                  be executed assignments and all other instruments and
                  documents as the other party may consider necessary or
                  appropriate to carry out the intent of this Section 2.4.

                                       -5-
   6
         (F)      All licenses granted to IBM under this Section 2.4 shall be
                  worldwide, non-exclusive, non-transferable, and fully
                  paid-up, and shall include the right to make, have made, use,
                  have used, lease, sell or otherwise transfer any apparatus
                  and/or program, and to practice and have practiced any method.
                  All such licenses shall include the right of IBM to grant
                  sublicenses to its Subsidiaries, such sublicenses to include
                  the right of the sublicensed Subsidiaries to correspondingly
                  sublicense other Subsidiaries. However, each such sublicense
                  shall terminate automatically in the event the sublicensee
                  ceases to be a Subsidiary of IBM.

         (G)      IBM, on behalf of itself and its Subsidiaries, hereby grants
                  to ISS and its Subsidiaries, and to its and their customers of
                  ISS products sold, leased, or otherwise transferred by ISS or
                  any of its Subsidiaries, an immunity from suit under any
                  patents owned by IBM which May issue based upon the
                  application for U.S. Letters Patent Serial No. 07/523,611,
                  filed by E. Glassman et al on May 11, 1990 entitled
                  "Image-Directed Robotic System for Precise Robotic Surgery
                  Including Redundant Consistency Checking", and upon any
                  non-U.S. patent applications corresponding thereto. Said
                  immunity to ISS and its Subsidiaries shall be for the making,
                  using, and selling of ISS products. Said immunity to said
                  customers of ISS and ISS Subsidiaries shall be for the
                  formation and use of any combination of ISS software products
                  with hardware products, whether or not said hardware products
                  are furnished by ISS or any of its Subsidiaries, provided,
                  however, that said immunity to said customers shall not extend
                  to the manufacture, use, sale, lease or other transfer of any
                  hardware product alone or any portion thereof.

         (H)      Other than as provided in this Section 2.4, nothing contained
                  in this Agreement shall be deemed to grant either directly or
                  by implication, estoppel, or otherwise, any license under any
                  patents or patent application arising out of any other
                  inventions of either party. This Section 2.4 shall not be
                  deemed to grant either directly or by implication, estoppel,
                  or otherwise, any license under any copyrights of either
                  party.

2.5      ISS agrees that each copy of the Robodoc Software, Orthodoc Software,
         Research Modified Motion Control Software and Derivative Works thereof
         delivered to an Ultimate User will be licensed to the Ultimate User
         with an agreement having protective terms at least commensurate with
         the terms of the section entitled "License" of the IBM Program License
         Agreement (attached as Appendix A).

                                       -6-
   7
2.6      ISS agrees that any copies it makes of IBM copyrighted materials which
         are licensed to ISS under this Article II shall contain an appropriate
         copyright notice in the form specified below:

(C) Copyright 19___   International Business Machines Corporation

         ISS shall review the form and placement of such notice with IBM prior
         to ISS's publication of such licensed materials. At the request and
         direction of IBM, ISS shall modify such notice in order to protect
         IBM's underlying copyright interest in the licensed materials.

2.7      ISS hereby grants to IBM a nonexclusive, worldwide, paid-up license
         under ISS copyrights to use, execute, reproduce, display, prepare or
         have prepared Derivative Works based upon, license and have licensed,
         distribute in its own name and have distributed, copies of ISS
         Derivative Works of Robodoc Software, ISS Derivative Works of Orthodoc
         Software, ISS Derivative Works of Research Modified Motion Control
         Software, Documentation for ISS Derivative Works of Robodoc Software,
         Orthodoc Software, and Research Modified Motion Control Software, and
         Derivative Works based on such ISS Derivative Works and Documentation
         made by or for IBM; provided however that IBM will not have any right
         or license to license or distribute copies of ISS Derivative Works of
         Robodoc Software or Orthodoc Software outside of IBM for use in the
         Medical Field. Any ISS Derivative Works of the programs created after
         the fifth anniversary will not be subject to this license to IBM.

2.8      The licenses granted to each party at Section 2.1, 2.3, and 2.7 shall
         commence upon the Effective Date of this Agreement and shall terminate
         upon the expiration of the underlying copyright interest in such works;
         provided however, if one party terminates this Agreement pursuant to
         the terms of Sections 5.8 or 5.9, then (i) the copyright Licenses
         granted to the other party shall also terminate, but (ii) licenses to
         Ultimate Users made prior to such termination, and on which any
         royalties due were paid, shall survive such termination.

2.9      Nothing contained in this Agreement shall be deemed to grant, either
         directly or by implication, estoppel or otherwise, any license under
         any trademarks or trade names of either party.

2.10     (A)      For two (2) years from the Effective Date of this Agreement,
                  ISS may submit a written Plan to the IBM Contract Manager, in
                  a form to be agreed upon, requesting a nonexclusive license
                  for Robodoc Software, Research Modified Motion Control
                  Software, and Documentation for Robodoc Software and Research
                  Modified Motion Control

                                       -7-
   8

                  Software, and Derivative Works thereof made by or for ISS
                  under this Agreement, for use in specified applications in the
                  Medical Field outside Orthopedic Robotic Surgery, and/or
                  requesting a nonexclusive license for Orthodoc Software,
                  Documentation for Orthodoc Software, and Derivative Works
                  thereof made by or for ISS under this Agreement, for use in
                  specified applications in the Medical Field outside Orthopedic
                  Presurgical Planning. IBM will review the Plan and will
                  respond to ISS within forty-five (45) days of IBM's receipt of
                  the Plan as to whether IBM will grant the requested licenses
                  with the proposed or with modified terms. IBM may accept or
                  reject the Plan solely at IBM's discretion, and IBM's decision
                  shall be final during this time period. 

         (B)      ISS agrees that before ISS spends substantial resources
                  exploiting or investigating additional applications of Robodoc
                  Software and Research Modified Motion Control Software for use
                  in specified applications in the Medical Field outside
                  Orthopedic Robotic Surgery, and additional applications of
                  Orthodoc Software for use in specified applications in the
                  Medical Field outside Orthopedic Presurgical Planning, ISS
                  will submit a written Plan to IBM in the manner specified in
                  Section 2.10(A), above. ISS agrees that before ISS spends
                  substantial resources exploiting or investigating additional
                  applications of Robodoc Software and Research Modified Motion
                  Control Software for use in Orthopedic Robotic Surgery outside
                  Active Robot Orthopedic Robotic Surgery, ISS will submit a
                  written Plan to IBM in a form to be agreed upon, and will
                  consult with IBM on the potential and effects of that plan for
                  ISS.

         (C)      After the expiration of two (2) years from the Effective Date
                  of this Agreement, IBM agrees that within 60 days of a written
                  request by ISS, it will grant to ISS additional nonexclusive
                  licenses of the same scope as in Section 2.1 under IBM
                  copyrights (i) on Robodoc Software, Research Modified Motion
                  Control Software, and Documentation for Robodoc Software and
                  Research Modified Motion Control Software, and Derivative
                  Works thereof made by or for ISS under this Agreement, for use
                  in specified applications in the Medical Field outside Active
                  Robot Orthopedic Robotic Surgery, and/or (ii) on Orthodoc
                  Software and Documentation for Orthodoc Software, and
                  Derivative Works thereof made by or for ISS under this
                  Agreement, for use in specified applications in the Medical
                  Field outside Orthopedic Presurgical Planning by ISS and
                  Ultimate Users. Unless otherwise agreed in writing signed by
                  both parties, the additional licenses will provide a royalty
                  payment by ISS to IBM of 5 percent of the gross revenue of ISS
                  arising out of the

                                       -8-
   9
                  additional licenses and any associated unique hardware from
                  the date of each additional license and for five (5) years
                  thereafter.

         (D)      After the expiration of five (5) years from the Effective Date
                  of this Agreement, IBM agrees that within 60 days of a written
                  request by ISS, it will grant to ISS an additional
                  nonexclusive license of the same scope as in Section 2.1 under
                  IBM copyrights (i) on Robodoc Software, Research Modified
                  Motion Control Software, and Documentation for Robodoc
                  Software and Research Modified Motion Control Software, and
                  Derivative Works thereof made by or for ISS under this
                  Agreement, for use by ISS and Ultimate Users in all
                  applications in the Medical Field not previously licensed to
                  ISS, and (ii) on Orthodoc Software and Documentation for
                  Orthodoc Software, and Derivative Works thereof made by or for
                  ISS under this Agreement, for use by ISS and Ultimate Users in
                  all applications in the Medical Field not previously licensed
                  to ISS. The license granted under this part (D) of Section
                  2.10 will be royalty-free.

                                   Article III

3.  Source Code, Object Code, and Documentation

3.1      IBM shall convey to ISS a copy of the Source Code and Documentation for
         Robodoc Software, Orthodoc Software, and Research Modified Motion
         Control Software, such conveyance to be made upon the later of: (A) the
         Effective Date of this Agreement, or (B) such date as ISS provides
         written notice to IBM of its desire to receive such Source code
         materials. The Documentation for Robodoc Software, Orthodoc Software,
         and Research Modified Motion Control Software to be delivered to ISS
         under this Section 3.1 is described in Appendix B. No other
         Documentation will be delivered to ISS under this Agreement.

3.2      ISS shall treat the Source Code for Robodoc Software, Orthodoc
         Software, and Research Modified Motion Control Software as the
         confidential information of IBM, pursuant to the terms of Article IV
         ("Confidential Information"). ISS shall secure the Source Code for
         Robodoc Software, Orthodoc Software, and Research Modified Motion
         Control Software in the same manner in which ISS secures similar Source
         Code of its own and only share such Source Code with those ISS
         employees with a need to know.

3.3      ISS may share the Source Code for Robodoc Software, Orthodoc Software,
         and Research Modified Motion Control Software with ISS subcontractors
         with a need to know upon ISS's obtaining the prior written approval of
         IBM. Where IBM has consented

                                       -9-
   10
         to such disclosure, ISS shall put into place with the subcontractor an
         appropriate confidential disclosure agreement, with terms at least
         commensurate with ISS' obligations under Article IV ("Confidential
         Information"), including the right of IBM to directly enforce the terms
         of such agreement against the subcontractor.

3.4      ISS agrees to deliver to IBM copies of Source Code, Object Code, and
         Documentation for ISS Derivative Works of Robodoc Software, ISS
         Derivative Works of Orthodoc Software and ISS Derivative Works of
         Research Modified Motion Control Software within thirty (30) days of
         receipt of a written request from IBM. IBM will treat the Source Code
         of ISS Derivative Works of Robodoc Software, Orthodoc Software, and
         Research Modified Manufacturing Control Software as the confidential
         information of ISS pursuant to the terms of Article IV ("Confidential
         Information").

3.5      The identity of Software licensed under this Agreement shall be
         determined by copies of the Software delivered by IBM to ISS under this
         Agreement. The identity of Software licensed under this Agreement shall
         not be determined by copies of the Software delivered by IBM to ISS
         under the Agreement between IBM and ISS dated October 18, 1990, as
         amended.

                                   Article IV

4.  Confidential Information

4.1      IBM and ISS agree that all information exchanged by the parties under
         this Agreement, other than Source Code for Robodoc Software, Orthodoc
         Software, Research Modified Motion Control Software, and Derivative
         Works thereof, shall be nonconfidential.

4.2      Each party agrees to use the same care and discretion to avoid
         disclosure, publication, or dissemination of Source Code of the
         disclosing party outside of those of its or its Subsidiaries' employees
         who have a need to know for purposes of this Agreement, as the
         receiving party employs with similar information of its own which it
         does not desire to publish, disclose, or disseminate.

4.3      Each party agrees that the actions listed below are the minimum steps
         that will be taken to secure the Source Code of the disclosing party
         and, if assumed, such actions shall meet the standard of care required
         under the foregoing Section 4.2. To the extent that either party does
         not presently employ such measures with respect to its own Source Code,
         each party agrees to initiate such actions.

                                      -10-
   11
         (A)      Maintain a record of the writings, resumes or other items that
                  contain the Source Code of the other party;

         (B)      Secure all writings, resumes or other items, including work in
                  progress, which contains the Source Code of the other party in
                  a safe, file, desk, cabinet or other suitable container with
                  locking device, or in a locked room with restricted access,
                  when such writings, resumes or other items are not in use;

         (C)      Limit access to Source Code that is provided under this
                  Agreement only to those employees and others with the need to
                  know for purposes of this Agreement;

         (D)      Promptly report to the other party the loss or destruction of
                  writings, resumes or other items which contain such other
                  party's Source Code, and assist in the recovery and/or
                  reconstruction of the same;

         (E)      Review, with those employees of the receiving party and others
                  who have the need to know and who have access to the Source
                  Code of the disclosing party, the responsibility of such
                  employees with respect to such Source Code at the time such
                  access is first granted and also at the time such employees
                  are transferred or reassigned within the receiving party or at
                  the time of termination of employment with the receiving
                  party, whichever first occurs.

4.4      The receiving party and its Subsidiaries shall be free to use the
         Residuals resulting from access, examination, and use of any Source
         Code provided by the disclosing party and any ideas, concepts and/or
         techniques contained therein, for any purpose, including the use of
         such Source Code in the development, manufacture, marketing and
         maintenance of its products and services, subject only to: (1) the
         obligation not to disclose, publish or disseminate such Source Code
         during the applicable period of confidentiality, and (2) any patent,
         copyright, trademark, or other intellectual property rights (excluding
         trade secrets) of the disclosing party and (3) the scope of license
         granted to the receiving party with respect to copyright and patent
         rights of the disclosing party. As used in this Section, the term
         "Residuals" means that information in non-tangible form which may be
         mentally retained by those individuals who have had access to such
         Source Code.

4.5      It is understood that receipt of Source Code under this Agreement shall
         not create any obligation limiting or restricting the assignment and/or
         reassignment of IBM employees within IBM and its Subsidiaries, or ISS
         employees within ISS and its Subsidiaries.

                                      -11-
   12
4.6      A party's disclosure of Source Code shall not breach the obligations
         set forth in this Article IV if such disclosure:

         (A)      is made in response to a valid order of a court or other
                  governmental body of the United States or any political
                  subdivision thereof, or

         (B)      is otherwise required by law, or

         (C)      is necessary to establish a party's rights under this
                  Agreement;

         provided however, that the party making such a disclosure shall first
         have given notice to the other party and provided an opportunity for
         the other party to review the information to be disclosed; and provided
         further, that the party making such a disclosure shall exercise its
         reasonable best efforts to obtain a protective order which shall, to
         the maximum extent possible under the circumstances, limit the number
         of recipients, scope and use of information subject to such a
         disclosure.

4.7      (A)      Notwithstanding any other provisions of this Agreement, the
                  obligations specified in Section 4.2 shall not apply to any
                  Source Code that is publicly disclosed with the disclosing
                  party's written consent.

         (B)      IBM and ISS acknowledge that portions of Robodoc Software now
                  or hereafter written in the "AML/2" programming language are
                  not confidential.

4.8      Source Code received by a party under this Agreement may be disclosed
         to third parties for purposes related to this Agreement; provided
         however, that the party owning such Source Code shall have given its
         prior written consent to such disclosure, which consent shall not
         unreasonably be withheld; and further provided, that such third party
         shall have agreed in writing to hold and secure such Source Code under
         terms at least commensurate with the provisions of this Article IV,
         including the right of the owner of such Source Code to directly
         enforce the terms of such agreement against such third party. If ISS
         needs to disclose IBM Source Code to any third party, including an ISS
         customer in an escrow transaction solely for maintenance purposes, IBM
         shall have the right to require in such disclosure agreement additional
         terms protecting IBM and IBM's property rights, in such ISS disclosure
         agreement prior to IBM giving its written consent to the disclosure,
         which provisions shall include an IBM right to directly enforce such
         agreement.

                                      -12-
   13
4.9      Upon the termination of this Agreement, all copies of materials
         containing IBM Source Code shall be returned to IBM or destroyed, at
         the election of IBM.

                                    Article V

5.  General Provisions

5.1      Each party shall cooperate with the other party as is reasonably
         necessary to comply with all applicable United States, state and local
         laws, regulations and ordinances, including, but not limited to, the
         regulations of the United States Department of Commerce relating to the
         export from the United States of technical data. Both parties agree
         that they shall comply with all applicable U.S. regulations relating to
         export of IBM technical data from the United States.

5.2      Neither party shall, directly or indirectly, sell, transfer or assign,
         in whole or in part, this Agreement without the express prior written
         consent of the other party. Any such assignment, sale or transfer shall
         be void.

5.3      Neither this Agreement nor any activities hereunder will impair any
         right of either party to market directly or indirectly products or
         services similar to or competitive with those offered by the other
         party.

5.4      All notices, requests, consents and other communications under this
         Agreement shall be in writing. All such written notices shall be mailed
         by registered or certified mail, postage paid, to the Contract Managers
         at their respective addresses as set forth below, subject to the right
         of either party to change its address by written notice. All Source
         Code to be delivered under this Agreement shall be delivered to the
         Contract Managers at their respective addresses as set forth below.

                           For ISS:

                           Integrated Surgical Systems, Inc.
                           829 West Stadium Lane
                           Sacramento, California 95834
                           Attn.  President

                                      -13-
   14
                           For IBM:

                           IBM Corporation
                           P.O. Box 218
                           Yorktown Heights, New York 10598
                           Attn.  Program Director of Alternate Technology
                                  Channels, Research Division

                           cc:   Division Counsel
                                 IBM Corporation
                                 P. 0. Box 218
                                 Yorktown Heights, New York 10598

5.5      This Agreement embodies the entire Agreement and understanding between
         the parties, and supersedes all prior agreements, written and oral,
         related to the subject matter hereof. No amendment or modification
         hereof will be valid or binding upon the parties, unless made in
         writing and signed by authorized representatives of both parties.

5.6      No forbearance on the part of ISS or IBM in enforcing their rights
         under any term of this Agreement, nor any renewal, extension or
         rearrangement of any payment or obligation by either party hereunder,
         shall constitute a waiver of any other term of this Agreement or a
         forfeiture of any other right.

5.7      This Agreement shall be governed in all respects by the laws of the
         State of New York as they apply to contracts executed and fully
         performed in New York.

5.8      At any time during the term of this Agreement, if either party shall
         believe that the other party has substantially breached any material
         representation, warranty, covenant or obligation contained herein, such
         party shall promptly so inform the other party in writing, specifying
         the nature of such breach, and such other party shall have a reasonable
         opportunity to correct the breach. However, the failure of a party to
         provide such notice of breach shall not release the party in default of
         its obligations hereunder. In the event that such breach is not
         corrected within a reasonable period of time, not to exceed forty-five
         (45) days, the party not in default may, at its sole election,
         terminate this Agreement.

5.9      Notwithstanding any other provision of this Article, this Agreement may
         be immediately terminated if either party is unable to meet its
         obligations under this Agreement, at the sole election of the party not
         in breach, if the other party's failure to perform arises out of any of
         the following circumstances:

         (A)      a receiver is appointed for either party or its property;

                                      -14-
   15
         (B)      if either party becomes insolvent or unable to pay its debts
                  as they mature, or ceases to pay its debts as they mature in
                  the ordinary course of business, or makes an assignment for
                  the benefit of its creditors;

         (C)      any proceedings are commenced by or for either party under any
                  bankruptcy, insolvency or debtor's relief law;

         (D)      any proceedings are commenced against either party under any
                  bankruptcy, insolvency or debtor's relief law and such
                  proceedings shall not be vacated or be set aside within sixty
                  (60) days after the date of commencement thereof;

         (E)      either party is liquidated or dissolved;

         (F)      if either party engages in a pattern of using the other
                  party's name commercially such that the other party's
                  reputation is objectively injured, or the reputation of the
                  other party's product offerings are objectively injured.

5.10     The furnishing of information, programs, or other material shall not
         constitute a representation, warranty, assurance, guarantee, or other
         inducement by either party that the use of such information, programs,
         or other material is free from infringement of any patent or copyright.

5.11     ISS agrees to indemnify IBM and its directors, officers, employees and
         agents (each such person being called an "Indemnitee") against, and to
         hold each Indemnitee harmless from, any and all losses, claims,
         damages, liabilities and related expenses, including reasonable counsel
         fees and expenses, incurred by or asserted against any Indemnitee
         arising out of, in any way connected with, or as a result of (i) the
         execution or delivery of this Agreement or any agreement or instrument
         contemplated hereby, the performance by the parties hereto of their
         respective obligations hereunder or the consummation of other
         transactions contemplated hereby, (ii) any act or alleged failure to
         take appropriate action by any employee, consultant, or agent of ISS in
         connection with, or any product liability claim arising out of, the
         conduct of the business of ISS, (iii) the use of Software licensed to
         ISS under this Agreement, or (iv) any claim, litigation, investigation
         or proceeding relating to any of the foregoing, whether or not any
         Indemnitee is a party thereto; provided that such indemnity shall not,
         as to any Indemnitee, be available to the extent such losses, claims,
         damages, liabilities or related expenses are determined by a court of
         competent jurisdiction by final and

                                      -15-
   16
         nonappealable judgment to have resulted from the gross negligence or
         willful misconduct of such Indemnitee.

         To the extent permitted by law, ISS shall enter into agreements with
         each licensee of Robodoc Software, Orthodoc Software, Research Modified
         Motion Control Software, or Derivative Works thereof sufficient to
         limit ISS' and ISS' component suppliers' (including IBM's) liability to
         the maximum extent possible with that customer, and at least equivalent
         to protective limitations that are customary practice within the
         medical industry.

         IBM shall retain its own counsel and defend itself, subject to being
         reimbursed by ISS for reasonable attorneys' fees and expenses pursuant
         to this Section 5.11. IBM agrees to give ISS written notice of any
         claim, demand, action, suit, proceeding or discovery of fact upon which
         IBM intends to base a claim for indemnification under this Article. ISS
         shall have the right to participate jointly with IBM in IBM's defense
         of any claim for indemnification. The parties agree to cooperate in any
         defense or settlement and to give each other full access to all
         information relevant thereto. 

         Notwithstanding the foregoing, nothing in this Section 5.11 shall
         create any ISS obligation to indemnify IBM to the extent such
         obligation to indemnify would have resulted from a defect in IBM's
         title to (1) Robodoc Software, (2) Orthodoc Software, or (3) Research
         Modified Motion Control Software.

                                      -16-
   17
5.12     ISS understands and agrees that Robodoc Software, Orthodoc Software,
         Research Modified Motion Control Software, and Documentation for
         Robodoc Software, Orthodoc Software, and Research Modified Motion
         Control Software, are being licensed to ISS as-is. IBM will provide no
         support to ISS for any of the Software or Documentation licensed under
         this Agreement.

5.13     ISS UNDERSTANDS AND AGREES THAT IBM MAKES NO REPRESENTATIONS, EXTENDS
         NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
         NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
         FOR A PARTICULAR PURPOSE, AND ASSUMES NO RESPONSIBILITIES WHATEVER WITH
         RESPECT TO THE USE, SALE, OR OTHER DISPOSITION OF PRODUCTS
         INCORPORATING SOFTWARE LICENSED UNDER THIS AGREEMENT.

In witness of the foregoing, the parties have caused their authorized officials
to sign in the spaces provided below:

Integrated Surgical                        International Business
Systems, Inc.                              Machines Corporation

By  /s/Harold A. Paul                      By     James C. McGroddy
   ---------------------------                ------------------------------

Title                                      Title IBM V.P. & Director of Research
      ------------------------                   ---------------------------

Date                                       Date   February 4, 1991
     -------------------------                  ----------------------------

X  /s/Harold A. Paul                       X  /s/James C. McGroddy
  ----------------------------               -------------------------------

                                      -17-
   18
                                   APPENDIX A

                      IBM PROGRAM LICENSE AGREEMENT (12-90)

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS
PACKAGE. OPENING THIS PACKAGE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND
CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE
PACKAGE UNOPENED AND YOUR MONEY WILL BE REFUNDED.

IBM provides this program and licenses its use in the United States and Puerto
Rico. Title to the media on which the program is recorded and to the
documentation in support thereof is transferred to the Customer, but title to
the program is retained by IBM. You assume responsibility for the selection of
the program to achieve your intended results, and for the installation and use
of, and results obtained from, the program.

LICENSE
You may:

a.       use the program on only one machine at any one time
b.       copy the program into machine readable or printed form for backup or
         modification purposes only in support of such use. (Certain programs,
         however, may include mechanisms to limit or inhibit copying. They are
         marked "copy protected".)
c.       modify the program and/or merge it into another program for your use on
         the single machine. (Any portion of this program merged into another
         program will continue to be subject to the terms and conditions of
         this Agreement.) and
d.       transfer the program with a copy of this Agreement to another party
         only if the other party agrees to accept from IBM the terms and
         conditions of this Agreement. If you transfer the program, you must at
         the same time either transfer all copies whether in printed or machine-
         readable form to the same party or destroy any copies not transferred.
         This includes all modifications and portions of the program contained
         or merged into other programs. IBM grants a license to such other party
         under this Agreement and the other party will accept license by its
         initial use of the program. If you transfer possession of any copy,
         modification or merged portion of the program, in whole or in part, to
         another party, your license is automatically terminated.

         You must reproduce and include the copyright notice on any copy,
modification or portion merged into another program.

         You may not reverse assemble or reverse compile the program without
IBM's prior written consent.

         You may not use, copy, modify, or transfer the program, or any copy,
modification, or merged portion, in whole or in part, except as expressly
provided for in this Agreement.

         You may not sublicense, rent or lease this program.

TERM

          The license is effective until terminated. You may terminate it at any
time by destroying the program together with all copies, modifications and
merged portions in any form. It will also terminate upon conditions set forth
elsewhere in this Agreement or if you fail to comply with any term or condition
of this Agreement. You agree upon such termination to destroy the program
together with all copies, modifications and merged portions in any form.

                                       -A-1-
   19
LIMITED WARRANTY AND DISCLAIMER OF WARRANTY

         IBM warrants the media on which the program is furnished to be free
from defects in materials and workmanship under normal use for 90 days from the
date of delivery to you by IBM or IBM's authorize representative as evidenced by
a copy of your receipt.

         IBM warrants that each program which is designated by IBM as warranted
in its program specification, supplied with program, will conform to such
specifications provided that the program is property used on an IBM machine for
which it was designed. If you believe that there is a defect in a warranted
program such that it does not meet its specifications, you must notify IBM
within the warranty period and in the manner set forth in the program
specifications.

         ALL OTHER PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DETECTIVE, YOU (AND NOT IBM OR
AN IBM AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION.

         IBM does not warrant that the functions contained in any program will
meet your requirements or that the operation of the program will be corrected.

         THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

         SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL
RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

LIMITATION OF REMEDIES

         IBM's entire liability and your exclusive remedy shall be as follows:

1.       with respect to defective media during the warranty period:

         a.       IBM will replace media not meeting IBM's Limited Warranty: if
                  returned to IBM or an IBM authorized representative with a
                  copy of your receipt.

         b.       In the alternative, if IBM or such IBM authorized
                  representative is unable to deliver replacement media free of
                  defects in materials and workmanship, you may terminate this
                  Agreement by returning the program and your money will be
                  refunded.

2.       With respect to warranted programs, in all situations involving
         performance or nonperformance during the warranty period, your remedy
         is (a) the correction or bypass by IBM of program defects, or (b) if,
         after repeated efforts, IBM is unable to make the program operate as
         warranted, you shall be entitled to a refund of the money paid or to
         recover actual damages to the limits set forth below.

For any other claim concerning performance or nonperformance by IBM pursuant to,
or in any other way related to, the warranted programs under this Agreement, you
shall be entitled to recover actual damages to the limits set forth below.

                                     -A-2-
   20
         IN NO EVENT WILL IBM BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST
SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF
OR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

         SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU.

         IBM's liability to you for actual damages for any cause whatsoever, and
regardless of the form of action, shall be limited to the greater of $5,000 or
the money paid for the program that caused the damages or that is the subject
matter of, or is directly related to, the cause of action.

SERVICE

         Service from IBM, if any, will be described in program specifications
or in the statement of service, supplied with the program, if there are no
program specifications.

         IBM may also offer separate services under separate agreement for a
fee.

GENERAL

         Any attempt to sublicense, rent or lease, or, except as expressly
provided for in this Agreement, to transfer any of the rights, duties or
obligations hereunder is void.

         This Agreement will be construed under the Uniform Commercial Code of
the State of New York.

                                     -A-3-
   21
                                   APPENDIX B

IBM Documentation for Robodoc Software, Orthodoc Software, and Research Modified
Motion Control Software

                                      NONE

   1
                                                                EXHIBIT 10.9

                       AGREEMENT FOR THE PURCHASE AND USE

                                       OF

                           SANKYO INDUSTRIAL PRODUCTS

                                       BY

                        INTEGRATED SURGICAL SYSTEMS, INC.

           April 12, 1993                     Sankyo Confidential
   2
                       AGREEMENT FOR THE PURCHASE AND USE

                                       OF

                           SANKYO INDUSTRIAL PRODUCTS

                                       BY

                        INTEGRATED SURGICAL SYSTEMS, INC.

This Agreement is made and entered into as of November 1, 1992 by and between
Sankyo Seiki (America) Inc. (hereinafter called "Sankyo") with its office for
industrial robotic products located at 1001-D Broken Sound Parkway Northwest,
Boca Raton, Florida, 33487, and Integrated Surgical Systems, Inc. (hereinafter
called "ISS") with its office located at 829 West Stadium Lane, Sacramento,
California, 95834.

WHEREAS, ISS desires to purchase and use certain customized Sankyo industrial
robotic products for integration into surgical tools developed by ISS; and

WHEREAS, Sankyo desires to sell certain customized Sankyo industrial robotic
products to ISS for use in surgical tools developed by ISS;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:

1.       DEFINITIONS

         1.1      "Products" shall mean any item which Sankyo sells to ISS under
                  the terms and conditions of this Agreement including, without
                  limitation, Machines, spare parts and publications, as listed
                  in Exhibit A attached hereto.

         1.2      "Application" shall mean an integrated and working set of
                  products, devices, controls and software supplied by ISS and
                  combined by ISS with Products in order to perform a useful and
                  desired task.

         1.3      "End User" shall mean the ultimate user of the Application.

         1.4      "Machine" shall mean a specific Product (robot, servo power
                  module, robot controller) which shall be assigned a serial
                  number and which is produced according to specifications
                  furnished by ISS as set forth in Section 2.3.

4/12/93                       Sankyo Confidential                         Page 1
   3
         1.5      "Delivery" shall mean the arrival of the Products FOB at the
                  location designated by ISS on the related ISS purchase order.

         1.6      "Ship Date" shall mean the date on which the Product leaves a
                  Sankyo location for transit to the Delivery location.

         1.7      "ISS Surgical Tool" shall mean an ISS-developed Application
                  intended for or utilized in a surgical procedure and which
                  incorporates, in whole or in part, one or more Products.

         1.8      "Robot System" shall mean a configuration of Machines with
                  other Sankyo Products and with hardware and software supplied
                  by ISS.

         1.9      "Surgical Robot" shall mean a certain robotic Machine designed
                  to be used in an ISS Surgical Tool and identified in Exhibit
                  F, "Machine Specifications".

         1.10     "Engineering Change" shall mean any change in design to an
                  existing Product which affects the fit, form, or function of
                  the Product, including any Product feature which relates to
                  the Product's safe use.

2.       RELATIONSHIP OF THE PARTIES

         2.1      The relationship between Sankyo and ISS is that of seller and
                  buyer and independent contractors. Each party agrees that it
                  will not make warranties or representations on the other
                  party's behalf, except as the parties may agree to in writing,
                  nor will either party assume or create any other obligations,
                  express or implied, on the other party's behalf. Nothing
                  contained in this Agreement shall be construed or implied to
                  create an agency, partnership or joint venture.

         2.2      Sankyo reserves the right, at any time and for any reason, to
                  establish additional Sankyo relationships or to define or
                  maintain additional channels of distribution for its Products,
                  subject to the provisions of Section 24.

         2.3      It is understood by the parties that Sankyo has no experience
                  whatsoever in the design or application of its products to the
                  field of human or veterinary surgery; therefore, Sankyo is
                  acting under this Agreement solely as a manufacturer of
                  robotic products according to ISS' furnished specifications.
                  With respect to Machines and other appropriate Products as
                  identified by ISS, it is understood that;

                  a)       ISS shall be responsible for furnishing Sankyo with
                           specifications, such specifications shall become part
                           of this Agreement by incorporation into Exhibit F,
                           "Machine Specifications";

4/12/93                       Sankyo Confidential                        Page 2
   4
                  b)       Sankyo shall make its best effort to provide an
                           electro-mechanical design to meet the specifications,
                           including specifications of performance, provided by
                           ISS;

                  c)       ISS shall review Sankyo's design and shall provide
                           feedback and direction as appropriate. When the
                           design meets ISS specifications, ISS shall approve
                           the performance of Sankyo's design and any other
                           aspect of the design which ISS desires to specify as
                           a requirement, in writing, when completed to ISS's
                           satisfaction;

                  d)       Sankyo shall make its best efforts to manufacture
                           such Product according to the ISS-approved design;

                  e)       upon Delivery, ISS shall perform an acceptance test.
                           ISS' manner of acceptance of the Product shall be
                           according to the terms of Section 11.2;

                  f)       upon Acceptance, Sankyo shall provide a warranty to
                           ISS as defined in Section 18, warranty service as
                           defined in Section 19, and product maintenance as
                           defined in Section 20.

                  ISS shall be responsible for the integration of any Machine
                  and any other Product ordered pursuant to this Agreement into
                  the ISS-developed Application, including the ISS Surgical
                  Tool.

         2.4      ISS shall, at all times, use reasonable efforts to conduct its
                  business in a manner which will reflect favorably on the
                  Products, on the good name, goodwill and reputation of Sankyo,
                  and on the Sankyo trademarks. In particular, ISS will not
                  knowingly make any representations concerning the Products'
                  specifications, features or capabilities which are
                  inconsistent with representations set forth in the Product
                  materials provided to ISS by Sankyo, nor knowingly make,
                  publish, cause to be published, encourage or approve of any
                  advertising or practice related to the Products which might
                  mislead or deceive the public or might be detrimental to the
                  good name, the goodwill or reputation of Sankyo, of the Sankyo
                  trademarks.

3.       REPRESENTATIONS AND COVENANTS

         3.1      ISS represents and warrants that it is not, at the present
                  time, restricted from entering into this relationship with
                  Sankyo or from entering into this Agreement, and ISS covenants
                  that it will not enter into any agreement, arrangement or
                  understanding which will be in conflict with the terms of this
                  Agreement.

         3.2      Sankyo represents and warrants that a) it is not, at the
                  present time, restricted from entering into this relationship
                  with ISS or from entering into this Agreement, b) it

4/12/93                       Sankyo Confidential                        Page 3
   5
                  will manufacture Products in a workmanlike manner, and c) it
                  is trained and able to support any IBM products which shall be
                  sold to ISS under this Agreement.

         3.3      ISS represents that the ISS Surgical Tool is to be considered
                  a surgical tool, as defined by the medical industry (human and
                  veterinary), which is intended to operate only under a
                  surgeon's direct control. Further, ISS represents that a
                  surgeon will be able to intervene, at any time, during the
                  surgical procedure to override the actions of the ISS Surgical
                  Tool. ISS will use reasonable efforts to ensure that only
                  surgeons who are properly trained in the use of the ISS
                  Surgical Tool will be permitted to operate the ISS Surgical
                  Tool.

         3.4      ISS represents that it and its employees and agents possess
                  all licenses, permits and other authorizations necessary to
                  carry out the business of ISS and to sell Applications
                  incorporating Products to U.S. Food and Drug Administration
                  ("FDA") approved End Users, including ISS Surgical Tools.
                  Without limiting the generality of the foregoing, ISS shall be
                  responsible for filing all applications and obtaining all
                  necessary approvals that may be required by health or
                  regulatory authorities, including the U.S. Food and Drug
                  Administration, relating to ISS-developed Applications,
                  including ISS surgical Applications. The preparation of the
                  required documentation to be submitted to the regulatory
                  authorities, as well as all costs and expenses associated with
                  such filings, shall be the responsibility of ISS. Upon ISS'
                  request, Sankyo agrees to provide reasonable assistance to ISS
                  regarding the preparation of such documentation and filings,
                  however, Sankyo's assistance shall not include divulging
                  Sankyo trade secrets or the trade secrets Sankyo has agreed to
                  protect unless Sankyo otherwise agrees.

         3.5      ISS represents that ISS has obtained and will keep in good
                  standing all necessary licenses, code, specifications, and
                  other related materials necessary to develop its own software
                  to safely and properly control the Sankyo machines. Further,
                  ISS represents that it understands the basics of the past and
                  current relationship between IBM Corporation and Sankyo,
                  especially the fact that IBM has transferred its robotics
                  business to Sankyo effective December 4th, 1990. ISS
                  understands that many of the Products being used by ISS and
                  now obtained from Sankyo, were developed with the assistance
                  of IBM.

4.       ISS INSURANCE

         4.1      Sankyo shall be designated as an additional insured to
                  insurance policies acquired by ISS for Product Liability and
                  Commercial General Liability (together to be defined as
                  "Insurance").

         4.2      Insurance carriers used by ISS to obtain coverage as defined
                  in Section 4.1 shall be rated "A+ XII" or better by Best's
                  Guide of Property/Casualty Insurance Companies, and shall be
                  licensed to do business in the State of Florida.

4/12/93                       Sankyo Confidential                        Page 4
   6
         4.3      ISS will provide Sankyo with current certificates of insurance
                  during the time the Insurance is required by this Agreement.

         4.4      The scope of the Insurance shall be worldwide, effective upon
                  delivery of the first ISS Surgical Tool to an End User, and is
                  to be maintained through the lifetime of any ISS Surgical Tool
                  purchased pursuant to this Agreement.

         4.5      The Product Liability insurance shall have limits of not less
                  than $1.0 million per occurrence, nor less than $5.0 million
                  aggregate per year. The limits of Product Liability insurance
                  shall be reviewed on a yearly basis, or after every 50 systems
                  which are sold, whichever occurs first, and ISS shall increase
                  its coverage to an amount to be at least as much as is
                  recommended by Medmarc Corporation. In no event shall ISS have
                  Product Liability insurance with limits less than the $1.0
                  million per occurrence, $5.0 million aggregate per year, as
                  set forth in this Section 4.5.

         4.6      The Commercial General Liability insurance shall have initial
                  limits of not less than $1.0 million per occurrence, nor less
                  than $5.0 million aggregate per year. The limits of Commercial
                  General Liability insurance shall be reviewed on a yearly
                  basis and ISS shall increase its coverage to an amount to be
                  at least as much as is recommended by its insurance carrier
                  after analysis of ISS's business situation. In no event shall
                  ISS have Commercial General Liability insurance with limits
                  less than the $1.0 million per occurrence, $5.0 million
                  aggregate per year, as set forth in this Section 4.6.

         4.7      If any Insurance shall be limited to claims made during the
                  term of the insurance, then the Insurance shall provide for,
                  and ISS shall obtain, an extended reporting period to allow
                  claims to be made for a period of not less than five years
                  after the Insurance is terminated or canceled. The Insurance
                  shall also provide that if ISS does not obtain the extended
                  reporting period, then Sankyo, at Sankyo's option and expense,
                  may obtain the extended reporting period without excusing
                  ISS's noncompliance with this Agreement.

         4.8      ISS shall be responsible for any Insurance deductible or
                  self-insured retention.

         4.9      Within ten business days of receiving knowledge of a damage or
                  injury claim concerning a Product or a Product's use, ISS
                  shall provide Sankyo with a copy of the claim and any reports
                  concerning the incident which provide the basis of the claim.

         4.10     If claims are made that could equal or exceed 75% of the
                  aggregate limit of any Insurance, then ISS shall notify Sankyo
                  about this situation and ISS shall exercise its reasonable
                  efforts to obtain $5.0 million of additional applicable
                  insurance within five business days. If additional insurance
                  is not commercially practical,

4/12/93                       Sankyo Confidential                        Page 5
   7
                  then ISS shall so notify Sankyo and ISS shall immediately
                  assist Sankyo in identifying how claims against Sankyo can be
                  minimized.

         4.11     If the situation should arise that ISS is unable to obtain
                  Insurance, as defined in this Section 4, then ISS shall stop
                  all efforts to utilize, market and sell ISS Surgical Tools
                  until such time that the terms of this Agreement shall be met.

         4.12     The Insurance shall provide that the insurer shall give Sankyo
                  thirty days written notice prior to the Insurance's
                  termination or cancellation, or if there is any change made to
                  the Insurance provisions. The Insurance shall provide that
                  during this period, Sankyo, at Sankyo's option and expense,
                  may reinstate the Insurance without excusing ISS'
                  noncompliance with this Agreement.

         4.13     Subject to Sections 26.1, 27 and 29.10 below, attorney's fees
                  incurred in the defense of claims made concerning or regarding
                  the ISS Surgical Tool or its use, and/or any of its components
                  or their use, shall be paid for by ISS.

5.       SANKYO INSURANCE

         Sankyo shall maintain and provide evidence of its existing general
         liability policy with The Sumitomo Marine and Fire Insurance Company,
         Limited, of Tokyo, Japan, or equivalent, for the duration of this
         Agreement, If Sankyo shall not be able to obtain equivalent insurance
         as direct result of this relationship with ISS, then Sankyo's
         obligation under this section shall be terminated. Sankyo agrees to
         provide ISS with thirty (30) days written notice prior to termination
         or cancellation of Sankyo's insurance, or if there is a change to its
         policy limits.

6.       ISS RESPONSIBILITIES

         ISS agrees to the following responsibilities in support of its
         relationship with Sankyo:

         6.1      ISS shall be responsible (i) to sell any Products pursuant to
                  this Agreement only for incorporation into ISS-developed
                  Applications, (ii) for the integration of the Products into
                  ISS-developed Applications, including but not limited to the
                  ISS Surgical Tools, (iii) for determining that
                  properly-manufactured Products are appropriate for use in
                  ISS-developed Applications, including ISS Surgical Tools, and
                  (iv) for the resulting performance of ISS-developed
                  Applications, including a user interfaces.

         6.2      ISS shall be responsible for determining which and obtaining
                  all software to control the Products, including ISS' own
                  implementation of International Business Machines
                  Corporation's ("IBM") AML/2 Manufacturing Control System
                  ("AML/2") and any application programs written in AML/2. ISS
                  shall establish

4/12/93                       Sankyo Confidential                        Page 6
   8
                  its own agreements with IBM, if required, for the purposes of
                  using, adapting, or modifying IBM's AML/2 software and shall
                  be solely responsible for any license fees or royalties under
                  these agreements.

         6.3      ISS shall develop its own installation and operating
                  instructions to properly instruct the End User in the safe
                  installation and operation of the ISS-developed Applications,
                  including ISS surgical Applications.

         6.4      ISS shall develop its own maintenance procedures and
                  maintenance documentation to properly and safely guide service
                  personnel in the diagnosis and repair of non-functioning
                  ISS-developed Applications, including ISS surgical
                  Applications.

         6.5      ISS shall develop a set of safety recommendations which are to
                  be incorporated into each ISS publication and which are to be
                  clearly identified as important reading for all users of
                  ISS-developed Applications, including ISS surgical
                  Applications.

         6.6      ISS shall provide appropriate training sessions for its End
                  Users in the installation, operation and maintenance of the
                  ISS-developed Applications, including ISS surgical
                  Applications.

        6.7      ISS shall purchase the Products for incorporation into
                  Applications for resale to End Users and for internal use. If
                  ISS chooses to sell ISS-developed Applications through a
                  remarketer, ISS shall so inform Sankyo, in writing, of these
                  intentions prior to the establishment of an agreement between
                  ISS and the remarketer. Sankyo shall have the right to
                  disapprove of such sales through a remarketer, provided such
                  disapproval is submitted to ISS in writing within five (5)
                  business days of Sankyo's receipt of ISS' written
                  notification. Such written disapproval by Sankyo shall contain
                  a reasonable business-based explanation why Sankyo disapproves
                  of an agreement between ISS and the remarketer. If Sankyo does
                  not disapprove the remarketer then ISS shall be responsible
                  for obtaining the remarketer's agreement, in writing, to
                  comply with the terms of this Agreement. If ISS does receive
                  Sankyo's disapproval within five (5) business days, then the
                  sale to the remarketer shall not occur. ISS' obligation to
                  purchase products shall cease upon termination of this
                  Agreement. 

         6.8      ISS agrees that all marketing, Product selection, sale,
                  ordering, installation, integration, warranty service,
                  post-installation support and Application support required by
                  ISS' End Users are solely the responsibility of ISS.

         6.9      ISS agrees to maintain appropriately-trained employees in the
                  marketing, Product selection, sales, ordering, installation,
                  integration, warranty service, and on-going support and
                  service of the Products.

4/12/93                       Sankyo Confidential                        Page 7
   9
         6.10     ISS agrees to reasonably assist Sankyo in the investigation of
                  any suspected Product problems.

         6.11     ISS will maintain, for five (5) years from the date of the
                  sale of the last Machine of a particular type, or for the life
                  of the Machine, whichever is longer, a record of the End User,
                  its address at the time of the sale, and the serial number of
                  the Machine purchased by such End User. Further, ISS agrees to
                  make such records and other information reasonably requested
                  by Sankyo available to Sankyo upon reasonable notice to assist
                  Sankyo in Product recall or engineering change programs.

         6.12     ISS agrees to furnish the End User with an invoice, or other
                  receipt, of all Products once they are delivered to the End
                  User. This invoice, or other receipt, shall contain at least
                  the date of the sale, the date of delivery and any serial
                  numbers of the Products, and ISS shall provide this
                  information to Sankyo at Sankyo's reasonable request.

         6.13     ISS will comply with all applicable laws and regulations in
                  conducting its business including, without limitation, the
                  export regulations of the United States applicable to any
                  export of Products from the United States and Puerto Rico.

         6.14     ISS shall apply to IBM Corporation with Sankyo's assistance to
                  become an IBM Authorized Distributor Product Integrator
                  specifying Sankyo as its sponsor. Such agreement between ISS
                  and IBM shall be in place before ISS places any orders for
                  IBM-logoed products through Sankyo.

7.       SANKYO RESPONSIBILITIES

         7.1      Each Product Sankyo delivers to ISS will conform to the
                  applicable specifications as defined in Exhibit F, "Machine
                  Specifications".

         7.2      Sankyo agrees to use its best efforts to meet reasonable
                  delivery schedules (see Section 8, "Manufacturing Lead-times
                  and Methods of Shipment") as requested by ISS in an ISS
                  purchase order.

         7.3      Sankyo agrees to provide the following Product support to ISS:

                  (a)      reasonable marketing, sales and ordering support for
                           the Products, via telephone, during Sankyo's normal
                           business hours,

                  (b)      technical hotline support for the Products, via
                           telephone, during Sankyo's normal business hours,

4/12/93                       Sankyo Confidential                        Page 8
   10
         (c)      warranty parts and warranty services, as defined in Section
                  18, "Product Warranties" and Section 19, "Warranty Service",
                  and

         (d)      spare parts for purchase which shall be reasonably available
                  upon such order by ISS.

         Sankyo will support each Machine type for five years from the date of
         the last sale of a Machine of that type by Sankyo to ISS. The duration
         of support for any other Products which are not Machines shall be at
         the reasonable discretion of Sankyo; however, Sankyo shall not be
         obligated to provide such support beyond the term of the Agreement.

7.4      For five years from the date of sale of the last such Machine by Sankyo
         to ISS, Sankyo agrees to a) maintain a data base of each installed
         Machine, by serial number, and b) notify ISS of any recall programs or
         recommended engineering changes for a Machine or other Product sold
         pursuant to this Agreement.

7.5      Sankyo agrees to provide a technical training class on the use,
         operation and maintenance of Machines for up to four ISS employees, or
         other individuals designated by ISS, at a Sankyo facility or at another
         mutually agreed-upon location. This technical training class shall
         consist of standard Sankyo maintenance education topics plus additional
         related topics covering the unique features of the ISS Robot System.
         Such class will be provided once each year, at a mutually agreed-to
         time, for the duration of this Agreement. Such class shall be given
         free-of-charge to ISS. The duration and content of the class will be at
         the reasonable discretion of Sankyo. Additional employees or designated
         individuals may attend this class (class size is limited to six), or
         any other classes offered by Sankyo, at Sankyo's established tuition
         rate per student per class.

7.6      Sankyo agrees to provide a Sankyo technical employee, at Sankyo's
         expense, to assist ISS in the delivery of a technical training class
         covering the use, operation and maintenance of the Products
         incorporated into an ISS-developed Application offered by ISS. Such
         class shall be at an ISS-designated location, and the duration and
         content of the class shall be determined by ISS and shall be reasonably
         acceptable to Sankyo; provided that each class shall not last longer
         than one calendar week. Sankyo agrees to make a Sankyo technical
         employee available for one training class for each five Robot Systems
         purchased from Sankyo by ISS, up to four classes per year. If ISS
         charges tuition for such class in which a Sankyo technical employee
         provides assistance, then ISS will make a payment to Sankyo of 10% of
         the total tuition charged the attendees of this class, payable to
         Sankyo within 45 calendar days of the class end date.

4/12/93                       Sankyo Confidential                        Page 9
   11
8.       MANUFACTURING CAPACITY, LEAD TIMES AND METHODS OF SHIPMENT

         8.1      Sankyo's manufacturing capacity for Robot Systems is six per
                  mouth. ISS may request additional capacity by providing Sankyo
                  with written notice 185 days in advance of a requested
                  Delivery date. Sankyo shall respond to such request within 10
                  days of receipt of such request.

         8.2      Sankyo's anticipated lead time to manufacture all Products is
                  90 days from the date of receipt of an ISS purchase order.
                  Shipping time is in addition to the manufacturing time.

         8.3      The method of shipping Products from Sankyo's manufacturing
                  facility shall be at the sole discretion of Sankyo. Sankyo
                  anticipates shipping Products by ocean transportation with
                  typical shipping times from Sankyo's manufacturing facility in
                  Japan to an ISS location in California of between 45 and 60
                  days. ISS may make a written request to Sankyo to use a
                  different shipping method for a particular shipment, and any
                  additional costs incurred by Sankyo to meet ISS' request shall
                  be invoiced to ISS as incurred by Sankyo.

         8.4      The method of shipping Products from Sankyo's warehouses
                  located in the United States shall be at the sole discretion
                  of Sankyo. Sankyo anticipates shipping Products from these
                  warehouses by ground transportation, with typical shipping
                  times from Sankyo's warehouse in Florida to an ISS location in
                  California of between 7 and 14 days. ISS may make a written
                  request to Sankyo to use a different shipping method for a
                  particular shipment, and any additional costs incurred by
                  Sankyo to meet ISS' request shall be invoiced to ISS as
                  incurred by Sankyo.

9.       PRICES

         9.1      The Prices for all Products ordered by ISS from Sankyo are set
                  forth in Exhibit A, "Prices". The Prices shall be
                  re-negotiated in their entirety once the design of the
                  Machines used in the commercially available ISS Surgical Tool
                  is finalized.

         9.2      For each calendar year (a "Price Period") commencing on
                  January 1, 1994 and continuing for the duration of this
                  Agreement, Sankyo and ISS shall negotiate in good faith on new
                  Prices for the Products; provided that Prices shall not be
                  increased or decreased by more than ten percent (10%) per
                  Price Period.

                  (a)      If the parties are unable to agree on new Prices,
                           then the Prices for the Price Period shall be
                           increased or decreased for the ensuing year in the
                           same proportion that the Wholesale Price Index figure
                           - Industrial Commodities (1967 = 100) ("Index"),
                           published by the United States Department of Labor,
                           has increased or decreased for the previous Price

4/12/93                       Sankyo Confidential                        Page 10
   12
                           Period. Notwithstanding the foregoing, Prices shall
                           not be increased or decreased in excess of ten
                           percent in one Price Period.

                  (b)      In the event that the ("Index") ceases to incorporate
                           a significant number of items, or if a substantial
                           change is made in the method of establishing the
                           Index, then the Index shall be adjusted to the figure
                           that would have resulted had the change not occurred
                           in the manner of computing the Index. In the event
                           that the Index (or a successor or substitute index)
                           is not available, a reliable governmental
                           non-partisan publication, evaluating the information
                           thereto for use on determining the Index, shall be
                           used in lieu of the Index.

         9.3      Notwithstanding Section 9.2, if during a Price Period the New
                  York exchange rate (as quoted in the Wall Street Journal) for
                  the Japanese Yen, in relation to the U.S. Dollar, on the first
                  day of the Price Period, or on the first day thereafter on
                  which the Wall Street Journal is published, (the "Base Rate")
                  changes at any time during the Price Period by more than ten
                  percent (10%), the price for each Product shall be adjusted
                  according to the following formula:

                           Adjusted Price = Price * ({.50 * [(Current Yen Rate /
                           Base Rate) - 1]} + 1)

                  The Base Rate at execution of this Agreement shall be defined
                  as 125 Japanese Yen to the U.S. Dollar.

         9.4      Notwithstanding Section 9.2, Prices for Products which contain
                  components purchased from IBM Corporation are subject to
                  change at Sankyo's discretion if the price to Sankyo for a
                  corresponding IBM component is increased or decreased by IBM
                  and purchased by Sankyo at the new price for use in a Product
                  to be sold to ISS. Such change in price to ISS shall be equal
                  to the percent of price increase or decrease from IBM to
                  Sankyo.

         9.5      Notwithstanding Section 9.2, if a tariff, duty, import tax or
                  other governmental import fee for a Product is increased or
                  decreased, then the Product's Price shall be increased or
                  decreased by an equal amount if such Product price includes
                  such fees.

         9,6      Machine Prices and those other Products ordered with Machines
                  shall include all shipping, freight and insurance charges from
                  Sankyo's manufacturing location in Japan or warehouses in the
                  United States, to ISS's designated location. The method of
                  transportation shall be determined by Sankyo, per Section 8,
                  "Manufacturing Capacity, Lead Times and Methods of Shipment".

         9.7      Prices for Products not specified in Section 9.6 shall not
                  include shipping charges. Actual shipping charges for each
                  spare parts order will be added to the order

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   13
                  invoice. Method of transportation shall be determined by
                  Sankyo unless otherwise specified in writing by ISS on the
                  associated purchase order.

10.      ORDERS AND ACKNOWLEDGMENT

         10.1     ISS shall deliver to Sankyo a written purchase order for any
                  Products to be purchased by ISS from Sankyo and shall include
                  a requested Delivery date. The purchase order may be
                  transmitted to Sankyo by facsimile, provided the original is
                  also delivered to Sankyo promptly thereafter.

         10,2     Each purchase order shall be subject to acceptance by Sankyo.
                  The purchase order and requested Delivery date shall be deemed
                  accepted and binding unless written notice of non-acceptance
                  is received by ISS from Sankyo within 10 (ten) working days
                  after initial receipt of the ISS purchase order by Sankyo.

         10.3     Unless expressly agreed to by Sankyo in writing, any
                  provisions in an ISS purchase order or other business forms
                  which purport to supplement or modify the terms and conditions
                  of this Agreement shall not be effective.

11.      INVOICES, ACCEPTANCE TESTS AND PAYMENT

         11.1     Sankyo shall provide an invoice, or invoices, to ISS once the
                  ordered Products have been shipped from a Sankyo location.

         11.2     For each Machine delivered to an ISS designated location, ISS
                  shall have ten (10) working days from the Delivery date to
                  test the Machines according to the procedures as set forth in
                  Exhibit T, "Acceptance Tests".

                  (a)      If the Machine passes this acceptance test, ISS shall
                           make payment in full for the Machine as set forth in
                           Section 11.3.

                  (b)      If the Machine fails the acceptance test, ISS agrees
                           to immediately notify Sankyo of the results and to
                           provide any supporting documentation reasonably
                           requested by Sankyo.

                  (c)      For each Machine which fails the acceptance test,
                           Sankyo shall exercise its best effort, at Sankyo's
                           expense, to repair the problems or provide a
                           substitute Machine, at Sankyo's discretion, within 30
                           calendar days. Procedures set forth in Section 19,
                           "Warranty Service", shall apply to any repair or
                           replacement of a Machine under this Section 11.2.

                  (d)      For each Machine which fails the acceptance test and
                           is then repaired by Sankyo, ISS shall have five
                           working days after receipt of the repaired

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   14
                           Machine to test the repaired Machine according to the
                           Procedures set forth in Exhibit T, "Acceptance
                           Tests".

                  (e)      If the Machine passes the acceptance test given in
                           (d) above, ISS shall make payment in full for the
                           Machine as set forth in Section 11.3.

                  (f)      If the Machine fails the acceptance test given in (d)
                           above, ISS agrees to immediately notify Sankyo of the
                           results and Sankyo shall exercise its best effort, at
                           Sankyo's expense, to repair the problems or provide
                           substitute Machines, at ISS' discretion. Procedures
                           set forth in Section 19, "Warranty Service", shall
                           apply to any repair or replacement of a Machine under
                           this Section 11.2.

                  (g)      Further acceptance tests of the repaired or
                           substituted Machines shall follow the procedures
                           defined in (e) and (f) above.

                  (h)      If ISS does not notify Sankyo in writing within ten
                           working days of Delivery of a Machine, that the
                           Machine has failed the acceptance test, the Machine
                           will be deemed to have passed the acceptance test,

                  (i)      If after repairs and substitutions a Machine
                           continues to fail the acceptance test and is
                           unconditionally rejected by ISS, then Sankyo shall
                           replace the Machine subject to the provisions of
                           Section 8, "Manufacturing Capacity, Lead Times and
                           Methods of Shipment".

         11.3     Payments are due as follows:

                  (a)      For each delivered and undamaged Product other than a
                           Machine, ISS shall pay the amount shown on the Sankyo
                           invoice for that Product within forty five (45) days
                           of the date of the invoice. If a Product other than a
                           Machine is delivered damaged or is not included in a
                           shipment as invoiced, then ISS shall notify Sankyo of
                           this nonconformity within five days and ISS shall pay
                           Sankyo for the Product within 45 days after such
                           non-conformity is cured.

                  (b)      For each Machine, ISS shall pay the amount shown on
                           the Sankyo invoice for the Machine within forty five
                           (45) days of the earlier to occur of (i) the date ISS
                           notifies Sankyo that the Machine has passed the
                           Acceptance Test for that Machine as set forth in
                           Section 11.2, or (ii) the expiration of the ten-day
                           period set forth in Section 11.2 for notification of
                           Sankyo that the Machine has failed the Acceptance
                           Test for that Machine, if ISS has not communicated to
                           Sankyo that the Machine has failed the Acceptance
                           Test. Notwithstanding the foregoing, for each of the
                           first eighteen Machines purchased after
                           commercialization of the application the forty five
                           day period in this Section II.3(b) shall be extended
                           to 120 days.

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   15
                  (c)      Any amounts owed by Sankyo to ISS shall be paid
                           within forty five (45) days of the date the amount
                           was determined to be due.

                  (d)      Payments are considered made when received by Sankyo,
                           Accounts Receivable Department.

         11.4     ISS shall be entitled to a 1.5% prepayment discount for
                  payments of a Product received prior to the Delivery date. If
                  ISS wishes to receive the prepayment discount, ISS must
                  request an early invoice from Sankyo at the time it submits
                  the purchase order. Sankyo will then provide an invoice prior
                  to the Ship Date reflecting the discount.

         11.5     If payment in full of an invoice delivered by Sankyo pursuant
                  to Section 11.3 above is not received, an interest charge
                  calculated at a rate of 18% per annum, or the maximum
                  permitted by law, whichever is less, will be added to the
                  amount due to Sankyo. Notwithstanding the provisions of
                  Section 29.10, this Section shall be governed by the laws of
                  the State of Florida.

         11.6     Based on ISS' payment history and credit standing, Sankyo may
                  at its reasonable discretion notify ISS at the time Sankyo
                  accepts ISS' purchase order that it will require a partial or
                  full payment prior to the Ship Date.

         11.7     Amounts due and owing by one party to the other party
                  hereunder shall be due and payable within the period of time
                  as specified in this Agreement. Any other amounts due and
                  owing by one party to the other party hereunder shall be due
                  and payable within forty-five (45) days after the date of the
                  invoice submitted to such party.

12.      ORDER CANCELLATIONS

         12.1     The cancellation charges for Products listed in Exhibit A,
                  "Prices", are set forth on that Exhibit. The charge is
                  calculated according to the number of days (Cancellation
                  Periods) prior to the requested Ship Date in which the order
                  is canceled. Once shipped, or once the Ship Data has past, the
                  Products listed in Exhibit A may not be canceled.

         12.2     All other Products listed in Exhibit A without cancellation
                  charges may be canceled at any time prior to the Ship Date;
                  however, ISS shall pay to Sankyo Sankyo's actual cost for
                  restocking the product, not to exceed five percent (5%) of the
                  Product Price.

         12.3     All cancellation charges will be invoiced as incurred and will
                  be payable according to the terms of the invoice and Section
                  11, "Invoices, Acceptance Test and Payment".

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   16
         12.4     The date of cancellation shall be defined as the date which
                  Sankyo receives written notification from ISS of the
                  cancellation of a purchase order, or portion of a purchase
                  order.

13.      PRODUCT DISCONTINUANCE

         Sankyo agrees to make each Product listed in Exhibit A, "Prices",
         available to ISS during the Initial Term (as defined in Section 28) of
         this Agreement. If this Agreement is extended beyond the Initial Term
         the Products to be made available by Sankyo hereunder, and the duration
         of such availability will be mutually agreed upon prior to such
         extension.

14.      TITLE, RISK OF LOSS OR DAMAGE

         14.1     Title and risk of loss or damage for each Machine shall pass
                  to ISS upon acceptance of the Machine as defined in Section
                  11.2.

         14.2     Title and risk of loss or damage for all Products not covered
                  in Section 14.1 shall pass to ISS upon Delivery.

15.      RESELLER EXEMPTION CERTIFICATION

         ISS agrees to provide Sankyo with any required exemption certificate or
         other documentation necessary to exempt Sankyo from the payment of U.S.
         or State sales or use tax on Sankyo Products sold to ISS pursuant to
         this Agreement, where such exemption is available to Sankyo. ISS shall
         be solely responsible for collecting any required sales or use tax on
         the sale of Applications using Sankyo Products to End Users, and ISS
         shall indemnify and hold Sankyo harmless from and against any sales or
         use tax liability resulting from such sales. Sankyo shall be
         responsible for all foreign excise and withholding taxes applicable to
         the sale or transfer of Products by Sankyo to ISS.

16.      APPLICATION SAFETY

         ISS shall be responsible for the specifications and design of each
         ISS-developed Application, including the integration of the Products
         into such Application. Further, ISS agrees to have such design address
         the safe use and operation of such Application, within generally
         accepted standards for safety in the surgical products industry.

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   17
17.      PRODUCT INSTALLATION

         All Products are to be installed and integrated into the ISS-developed
         Applications by ISS or its direct representatives, according to the
         installation instructions provided by Sankyo.

18.      PRODUCT WARRANTIES

         18.1     The Products purchased under this Agreement will be newly
                  manufactured from new parts. Sankyo warrants that, on the date
                  of Delivery, each Product will conform to Sankyo's published
                  specifications or to the specifications contained in this
                  Agreement. Copies of the specifications effective on the date
                  of this Agreement are contained in Exhibit F.

         18.2     Sankyo warrants to ISS that each Machine and any associated
                  feature or accessory ordered with such Machines, shall be free
                  of defects in materials and workmanship for a period of
                  eighteen (18) months from the date of acceptance, as defined
                  in Section 11.2, or for fifteen (15) months from the date of
                  delivery by ISS, or its direct representative, to an End User,
                  whichever is shorter. This warranty provides for (a) a
                  replacement Machine part, feature or accessory to be sent to
                  ISS upon request, (b) telephone technical support to assist
                  ISS in warranty related repairs, and (c) repair of the
                  Machine, Machine part, feature or accessory by Sankyo if these
                  are shipped to a Sankyo designated location. Sankyo shall pay
                  all shipping costs under this warranty. Further, this warranty
                  shall apply only if each Machine, and associated feature or
                  accessory ordered with such Machine, is (i) installed as
                  specified by Sankyo, (ii) operated in a manner consistent with
                  Sankyo's operating instructions, (iii) maintained by qualified
                  service personnel and (iv) upgraded with all applicable
                  Engineering Changes which were accepted by ISS.

         18.3     Sankyo warrants that each spare part, and any associated
                  feature or accessory ordered without Machines, shall be free
                  of defects in materials and workmanship for a period of six
                  months from the date of Delivery to ISS. This warranty only
                  provides for (a) a replacement spare part, feature or
                  accessory to be sent to ISS upon request and (b) telephone
                  technical support to assist ISS in warranty related repairs.
                  Further, this warranty shall apply only if each spare part,
                  and associated feature or accessory ordered without a
                  Machine, is (i) installed as specified by Sankyo, (ii)
                  operated in a manner consistent with Sankyo's operating
                  instructions, (iii) maintained by qualified service personnel
                  and (iv) upgraded with all applicable Engineering Changes
                  which were accepted by ISS.

         18.4     The warranties set forth in this Section 18 do not apply to
                  lubricants, filters and other disposable supplies used in
                  connection with the Products.

         18.5     THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH
                  EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS

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   18
                  AGREEMENT. THE WARRANTIES SET FORTH IN THIS SECTION 18 ARE IN
                  LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY
                  INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. ISS' SOLE
                  REMEDY FOR BREACH OF THESE WARRANTIES SHALL BE TO REQUIRE
                  SANKYO TO REPLACE OR REPAIR THE DEFECTIVE PRODUCT IN
                  ACCORDANCE WITH SECTION 18, SECTION 19, AND SUBJECT TO
                  LIMITATIONS SET FORTH IN SECTION 27.

         18.6     The warranties defined in this Section 18 are made by Sankyo
                  to ISS only. All warranties made by ISS in connection with
                  ISS-developed Applications shall be made by ISS as the
                  manufacturer and shall not obligate Sankyo to the End User.

19.      WARRANTY SERVICE

         19.1     Sankyo will provide the warranty services set forth below to
                  ISS in discharge of Sankyo's warranty obligations set forth in
                  Section 18. Sankyo shall not provide warranty service directly
                  to ISS' End Users unless previously agreed to, in writing, by
                  Sankyo and ISS.

         19.2     During the applicable warranty period set forth in Section 18,
                  ISS shall be responsible for identifying and removing any
                  defective Machine part, accessory or feature at ISS' expense.
                  To assist ISS, Sankyo will provide telephone technical support
                  during Sankyo's normal business hours for use by appropriately
                  trained (under Sections 7.5 or 7.6) ISS employees or other
                  designated individuals.

         19.3     To obtain warranty replacement parts, ISS must contact Sankyo
                  by telephone, in writing, or by facsimile, inform Sankyo of
                  the existence of a defect in a Product which is covered by a
                  warranty set forth in Section 18, and request replacement
                  parts. ISS shall also provide the serial number for any
                  Machine which contained a defective part. Sankyo will then
                  ship the requested warranty replacement parts to the location
                  designated by ISS, on a "best efforts" basis at Sankyo's
                  expense. ISS shall be responsible for installing the warranty
                  replacement part, including the costs thereof.

         19.4     If requested by Sankyo, ISS must return the defective parts to
                  a designated Sankyo location, at Sankyo's expense. All
                  returned parts shall become the property of Sankyo upon
                  receipt by Sankyo.

         19.5     Sankyo reserves the right to request written documentation of
                  the circumstances leading to the defect of a Product which is
                  covered by a warranty set forth in Section 18. ISS will use
                  its reasonable efforts to respond promptly to any such
                  request.

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   19
20.      PRODUCT MAINTENANCE

         20.1     Product maintenance is the responsibility of ISS and must be
                  performed by ISS employees, or by other individuals designated
                  by ISS, each of whom are trained through an authorized Sankyo
                  or ISS training class under Sections 7.5 or 7.6.

         20.2     Sankyo will provide a telephone technical hotline, during
                  Sankyo's normal business hours, for use by trained (under
                  Sections 7.5 or 7.6) ISS employees, or other designated
                  individuals.

         20.3     Sankyo will offer spare parts for purchase by ISS for some or
                  all of the Products. The list of such spare parts, and prices
                  therefor as of the date hereof, is contained in Exhibit A,
                  "Prices". ISS agrees that such parts purchased by ISS shall be
                  used only for performing Product warranty service, for
                  performing Product maintenance service, or for remarketing to
                  its End Users for Product maintenance service.

         20.4     Sankyo will not sell spare parts directly to ISS' End Users
                  unless previously agreed to in writing by Sankyo and ISS.

21.      ENGINEERING CHANGES

         21.1     Any Engineering Change ("EC") initiated by Sankyo, for any of
                  the Products, shall be presented to ISS, in writing, for
                  review, to include the engineering and/or manufacturing
                  details of the EC, any differences in price, and Sankyo's
                  proposed schedule for implementation of the EC.

                  a)       ISS shall take no more than ten (10) working days to
                           review such EC and to notify Sankyo, in writing, of
                           ISS' approval. Such approval shall not be
                           unreasonably withheld.

                  b)       ISS may, in ISS' approval notification to Sankyo,
                           specify a different but reasonable EC implementation
                           schedule which Sankyo shall use its best efforts to
                           meet.

                  c)       Sankyo shall confirm to ISS the actual EC
                           implementation schedule within ten (10) working days
                           of receipt of ISS' approval notification,

                  d)       If ISS does not accept an EC proposed by Sankyo for
                           Products already located at End-Users, then Sankyo,
                           at Sankyo's discretion may terminate any existing
                           warranties on the Product to which the EC was
                           proposed.

                  e)       If ISS does not accept an EC proposal by Sankyo for
                           Products to be manufactured, then ISS will work with
                           Sankyo in good faith to determine alternate EC
                           proposal which will be acceptable to both ISS and
                           Sankyo.

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         21.2     ISS may make an EC proposal, in writing, to Sankyo for any
                  Product located at End-Users or to be manufactured by Sankyo.
                  ISS' proposal shall include a detailed specification, desired
                  schedule and target price for such EC.

                  a)       Sankyo shall take no more than ten (10) business days
                           to review ISS' EC proposal and to notify ISS, in
                           writing, of Sankyo's acceptance, such acceptance to
                           not be unreasonably withheld. Further, Sankyo shall
                           specify, in Sankyo acceptance notification, a
                           reasonable design, cost and schedule for
                           implementation of the EC.

                  b)       ISS shall review Sankyo's acceptance notification,
                           including design, cost and schedule, within ten (10)
                           business days after receipt of Sankyo's response and
                           shall notify Sankyo, in writing, of ISS's acceptance.

                  c)       If Sankyo's proposed design, cost and schedule is not
                           acceptable to ISS, Sankyo agrees to work in good
                           faith with ISS to develop an alternative EC proposal
                           acceptable to both ISS and Sankyo.

                  d)       Subject to Section 21.3 below, ISS shall pay any
                           costs associated with any design work done by Sankyo
                           in response to ISS' EC request. If such a cost is
                           applicable, Sankyo shall notify ISS in writing of the
                           exact amount prior to beginning the design work on
                           the EC. ISS shall then confirm to Sankyo, in writing
                           within five business days, whether or not Sankyo is
                           to proceed with the EC design.

         21.3     If an EC is made necessary solely by reason of Sankyo's
                  manufacturing of a Product, then the reasonable time and
                  materials costs ("Costs") (does not include travel-related
                  costs) to develop, manufacture and install such EC shall be
                  paid for by Sankyo. If such EC results in a required effort
                  to update Products located at End User locations, Sankyo shall
                  pay for reasonable Costs associated with installing the EC at
                  the corresponding End User locations. Sankyo may, at Sankyo's
                  option, have Sankyo personnel, with appropriate ISS
                  supervision, perform the work associated with installing the
                  EC at the End User locations. Each party shall bare their own
                  travel-related expenses incurred pursuant to this Section
                  21.3.

         21.4     If an EC is made necessary solely by reason of an ISS
                  specification or ISS-accepted design, then the reasonable
                  Costs to develop, manufacture and install such EC shall be
                  paid for by ISS. If such EC results in a required effort to
                  update Products located at End User locations, ISS shall pay
                  for reasonable Costs associated with installing the EC at the
                  corresponding End User locations. Each party shall bare their
                  own travel-related expenses incurred pursuant to this Section
                  21.4.

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   21
         21.5     If an EC is made necessary by reason of both Sankyo's
                  manufacturing and ISS' specification and ISS-accepted designs,
                  then the reasonable Costs to develop, manufacture and install
                  such EC shall be evenly split between Sankyo and ISS. If such
                  EC results in a required effort to update Products located at
                  End User locations, Sankyo and ISS shall share reasonable
                  Costs associated with installing the EC at the corresponding
                  End User locations. Sankyo may, at Sankyo's option, have
                  Sankyo personnel, with appropriate ISS supervision, perform
                  the work associated with installing the EC at the End User
                  locations. Each party shall bare their own travel-related
                  expenses incurred pursuant to this Section 21.5.

         21.6     If ISS accepts an EC which is to be applied to Products at End
                  User locations then ISS agrees to make a diligent effort to
                  contact all appropriate End Users, gain their approval to
                  apply the EC and then have the EC installed in the prescribed
                  manner. If ISS shall encounter an uncooperative End User who
                  will not allow the EC to be installed, then ISS shall notify
                  the End User that failure to install the EC will void any
                  remaining warranties on the Product and may result in an
                  unacceptable safety risk to operating the Product.

         21.7     An EC may involve the removal of parts which must be returned
                  to Sankyo. Sankyo will instruct ISS of the requirements to
                  remove and return parts, if so required, in the EC
                  instructions. ISS shall return any designated parts to the
                  Sankyo designated location, at Sankyo's expense. The returned
                  parts shall become the property of Sankyo.

22.      PATENTS AND COPYRIGHTS

         Sankyo will defend ISS against any claim that the Products supplied
         hereunder infringe a U.S. patent, copyright or trade secret, and Sankyo
         will pay resulting costs, damages and attorneys' fees reasonably
         incurred by ISS with respect to such claim, provided that:

         (1)      ISS promptly notifies Sankyo in writing of the claim;

         (2)      Sankyo has sole control of the defense of any action on the
                  claim and all related settlement negotiations, however, should
                  ISS desire to have its own counsel participate in any such
                  defense, Sankyo shall permit such counsel to monitor Sankyo's
                  defense, the cost of such ISS counsel shall be borne
                  exclusively by ISS;

         (3)      ISS cooperates and assists Sankyo, at Sankyo's expense, in the
                  defense of the claim; and

         (4)      the claim is not (i) the result of ISS' actions or omissions,
                  or unauthorized changes to the Products, or (ii) the result of
                  use of the Products in combinations with equipment, data or
                  programming not supplied by Sankyo for such Products, which
                  use of the Product would otherwise not be infringing but for
                  such combinations.

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   22

                  Sankyo's obligation under this section is conditioned upon
                  ISS' agreement that if the Products in the inventory of ISS,
                  or the operation thereof, become or, in Sankyo's opinion, are
                  likely to become the subject of such a claim, ISS will permit
                  Sankyo, at Sankyo's option and expense, either to procure the
                  right for ISS to continue marketing and using the Products or
                  to replace or modify them so that they become non-infringing
                  but without adversely affecting the functionality of the
                  Products. If, after using Sankyo's best efforts and discussing
                  options with ISS in good faith, Sankyo cannot feasibly perform
                  one of the foregoing alternatives, then ISS will return the
                  Products to Sankyo upon written request by Sankyo, at Sankyo's
                  expense. Sankyo agrees to pay ISS a cash reimbursement equal
                  to the price paid to Sankyo by ISS for the returned Products.

23.      CONFIDENTIAL INFORMATION

         23.1     ISS acknowledges that the terms of this Agreement and the ISS
                  pricing information contained in Exhibit A are considered
                  confidential to Sankyo and, for the purposes of this
                  Agreement, shall be marked as "Sankyo Confidential"; provided,
                  however, that ISS shall have the right to incorporate specific
                  terms and conditions (other than specific prices) from this
                  Agreement into agreements entered into between ISS and its own
                  customers and suppliers and to identify, to the extent ISS
                  deems necessary, such terms and conditions as coming from this
                  Agreement; provided, further, that (a) ISS shall not
                  incorporate all or substantially all of this Agreement into
                  such other agreements, it being understood that the substance
                  of this Agreement is intended to remain confidential, (b) ISS
                  shall not reveal the contents of this Agreement to any
                  competitor of Sankyo, and (c) any incorporation of this
                  Agreement into other agreements shall not alter the rights and
                  obligations of the parties under this Agreement. Sankyo shall
                  have the right to be informed of what portions of this
                  Agreement are being incorporated into other agreements, upon
                  reasonable request. Notwithstanding the foregoing, if
                  litigation results between the parties, then the parties may
                  disclose this Agreement to counsel who will agree to keep the
                  Agreement confidential. If the Agreement is required to be
                  filed in any type of public record then either party will be
                  provided a reasonable opportunity to have the record sealed.

         23.2     Either party may provide information to the other party which
                  is considered confidential or proprietary. If such information
                  is confidential or proprietary, the providing party shall so
                  notify the receiving party, in writing, before transmittal of
                  the information to the receiving party. The receiving party
                  shall then notify the providing party, in writing, of the
                  receiving party's acceptance of the confidential or
                  proprietary information. Any confidential or proprietary
                  information given by one party to the other party shall be
                  clearly marked as "Sankyo Confidential", "ISS Confidential",
                  or "Sankyo and ISS Confidential". In the event the receiving
                  party does not accept such Confidential Information, the
                  receiving party shall not disclose such Confidential
                  Information revealed to it hereunder to any third party.

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   23
         23.3     Each party agrees to keep confidential all information marked
                  as "Sankyo Confidential" or "ISS Confidential", and each party
                  agrees to prevent its disclosure to any person, form or entity
                  other than each party's employees on a "need-to-know" basis.
                  Each party shall take all reasonable precautions to preserve
                  the confidentiality of such information and shall treat such
                  information with the same degree of care and precaution that
                  it normally uses to protect its own confidential or
                  proprietary information, but in no event with less than
                  reasonable care. Each party shall use such information only
                  for the purposes of this Agreement and may not use such
                  information for any other purposes without the other party's
                  prior written consent, except as otherwise permitted in this
                  Agreement. The provisions of this Section 23 shall not apply
                  to information that: (a) is or becomes generally known or
                  available by publication, commercial use or otherwise through
                  no fault of the receiving party; (b) is known and has been
                  reduced to tangible form by the receiving party at the time of
                  disclosure and is not subject to restriction; (c) is
                  independently developed by the receiving party without use of
                  the disclosing party's Confidential Information; (d) is
                  lawfully obtained from a third party who has the right to make
                  such disclosure; and/or (e) is released for publication by the
                  disclosing party.

         23.4     Upon termination of this Agreement for any reason, each party
                  shall immediately return to the other party all materials
                  originally produced by the other party and marked as "Sankyo
                  Confidential" or "ISS Confidential", except that ISS may
                  retain one original counterpart of this Agreement for its
                  records.

         23.5     Each party agrees that any breach of its obligations under
                  this Section 23 will cause irreparable harm to the other
                  party. Accordingly, in the event of a breach or threatened
                  breach of any provision of this Section 23, independent of
                  any other breach and in addition to any other remedy at law
                  or in equity to which the non-breaching party is entitled,
                  the non-breaching party shall be entitled to obtain
                  injunctive relief, specific performance and other relief,
                  without the necessity of proving actual damages. In such
                  event, the non-breaching party shall be entitled to recover
                  the costs and expenses, including reasonable attorney's fees,
                  incurred in connection with the enforcement of the provisions
                  herein.

24.      COMPETITIVE PRODUCTS AND SERVICES

         24.1     Neither this Agreement nor any activities hereunder will
                  impair any right of either party to market directly or
                  indirectly products or services competitive with those offered
                  by the other party, nor require either party to disclose any
                  planning information with respect to such activities to the
                  other party.

         24.2     Notwithstanding Section 24.1, Sankyo shall not, during the
                  term of this Agreement, anywhere in the world for any
                  Application, manufacture or sell the

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                  Surgical Robot or any other robot incorporating all of the
                  following key concepts of the Surgical Robot:

                  (a)      dual incremental encoders;

                  (b)      low speed DC motors;

                  (c)      six times (6X) stiffer roll axis;

                  (d)      servo controlled pitch axis.

                  Sankyo may manufacture or sell a robot incorporating one or
                  more, but not all, of the foregoing key concepts of the
                  Surgical Robot for non-surgical Applications anywhere in the
                  world. Sankyo may also manufacture or sell a robot
                  incorporating one or more, but not all, of the foregoing key
                  concepts of the Surgical Robot for surgical Applications with
                  ISS' prior written consent, which consent shall not be
                  unreasonably withheld, if

                  (i)      the proposed robot addresses a surgical Application
                           not being addressed by ISS and which ISS does not
                           contemplate addressing during the term of this
                           Agreement, or if

                  (ii)     the proposed robot will be sold in a geographic
                           location in which ISS is not making sales and does
                           not contemplate making sales during the term of this
                           Agreement, or if

                  (iii)    ISS uses for a surgical procedure a robot system
                           other than a Robot System manufactured and sold by
                           Sankyo, then without ISS' prior consent Sankyo may,
                           at Sankyo's option, develop, manufacture and sell
                           Robot Systems to third parties who intend to use the
                           Robot System for the same surgical procedure.

         24.3     Notwithstanding Section 24.1, during the term of this
                  Agreement:

                  (a)      In each ISS product developed or sold for hip
                           replacement surgery, ISS shall incorporate a Surgical
                           Robot; and,

                  (b)      If ISS seeks to develop other surgical tool(s) for
                           which ISS desires robotic device(s), then before ISS
                           determines from who to purchase the robotic device(s)
                           ISS will provide Sankyo a reasonable opportunity to
                           bid for the agreement to supply the robotic
                           device(s); and,

                  (c)      ISS shall only be obligated as specified in
                           paragraphs (a) and (b) above if: (i) Sankyo is in
                           compliance with all material provisions of the
                           Agreement, (ii) Sankyo has provided timely and
                           satisfactory delivery of Products

4/12/93                       Sankyo Confidential                        Page 23
   25
                           hereunder, and (iii) Sankyo's pricing for such
                           robotic devices is competitive.

25.      SANKYO TRADEMARKS AND TRADE NAMES

         25.1     No rights are granted to ISS to use the name, logo, design or
                  other trademarks and trade names of Sankyo in connection with
                  the Products, except the limited permission for ISS to use the
                  trademark "Sankyo" worldwide solely to identify Products
                  purchased from Sankyo under this Agreement. ISS shall provide
                  to Sankyo for prior review and written approval (which
                  approval shall not be unreasonably withheld) all promotional,
                  advertising and other materials and activity using or
                  displaying any trademark or trade name of Sankyo in connection
                  with the Products. The permission granted relative to the
                  trademark "Sankyo" shall terminate with the expiration or
                  termination of this Agreement. Upon such expiration or
                  termination, ISS shall immediately cease using trademarks and
                  trade names of Sankyo in connection with the Products except
                  with respect to Products which remain in the possession of
                  ISS. ISS shall also promptly return to Sankyo or, with
                  Sankyo's written consent, destroy all advertising and
                  promotional materials in its possession or under its control
                  employing such Sankyo trademarks and trade names in connection
                  with the Products.

         25.2     ISS recognizes Sankyo's ownership and title to the trademark
                  "Sankyo" and the goodwill attached thereto and agrees that any
                  goodwill which accrues because of ISS' use of the trademark
                  "Sankyo" shall vest in and become the property of Sankyo. ISS
                  further agrees not to contest or take any action to contest
                  the trademarks or trade names of Sankyo or to use, employ or
                  attempt to register any trademark or trade names which, in
                  Sankyo's exclusive judgment, is confusingly similar to the
                  trademarks or trade names of Sankyo.

         25.3     No rights are granted to Sankyo to use any trademarks or trade
                  names adopted by ISS for any reason whatsoever. Sankyo agrees
                  not to contest or take any action to contest the trademarks
                  and trade names of ISS or to use, employ or attempt to
                  register any trademark or trade name which, in ISS's
                  exclusive judgment, is confusingly similar to the trademarks
                  or trade names of ISS.

26.      INDEMNIFICATION

         26.1     Subject to the limitations of Section 27, ISS, its successors
                  and assigns, shall indemnify, defend and hold harmless Sankyo,
                  its successors and assigns, from, against, and in respect of
                  any and all claims, liens, charges, encumbrances, obligations,
                  demands, losses, costs, expenses, suits, causes of action,
                  judgments, liabilities, damages, recoveries and deficiencies
                  whatsoever, whether absolute or contingent, including without
                  limitation interest, penalties and reasonable

4/12/93                       Sankyo Confidential                        Page 24
   26
                  attorneys' and paralegal fees and court costs (collectively,
                  "Claims") which Sankyo shall directly or indirectly, incur or
                  suffer as a result of or in any manner occasioned by or
                  relating to:

                  (a)      a breach or inaccuracy or failure by ISS to perform
                           any of its representations, warranties or covenants
                           in this Agreement;

                  (b)      the design, integration, assembly, sale or use of an
                           ISS-developed Application, including the ISS Surgical
                           Tool and its components;

                  (c)      the specifications provided by ISS for a Machine or
                           other Product;

                  (d)      the use of a Product in applications or environments
                           for which the Product was not designed;

                  (e)      a modification or alteration made to a Product by ISS
                           or any third party unless such modification or
                           alteration was approved by Sankyo; or

                  (f)      the maintenance or repair performed on a Product by
                           ISS or any third party unless such maintenance or
                           repair was approved by Sankyo.

         26.2     Subject to the provisions and limitations of Section 18, 19,
                  22 and 27, Sankyo, its successors and assigns, shall
                  indemnify, defend and hold harmless ISS, its successors and
                  assigns, from any and all Claims which ISS, its successors and
                  assigns, shall, directly or indirectly, incur or suffer as a
                  result of or in any manner occasioned by or relating to

                  (a)      a breach or inaccuracy or failure by Sankyo to
                           perform any of its representations, warranties or
                           covenants in this Agreement;

                  (b)      Sankyo's willful or criminal misconduct;

                  (c)      Sankyo's gross negligence;

                  (d)      an electro-mechanical design of a Product; or

                  (e)      a manufacturing defect of a Product.

         26.3     The obligations of the indemnifying party (the "Indemnitor")
                  under Sections 26.1 and 26.2 to the party entitled to
                  indemnification (the "Indemnitee") with respect to Liabilities
                  resulting from the assertion of claims by third parties
                  ("Third Party Claims") shall be subject to the following terms
                  and conditions:

4/12/93                       Sankyo Confidential                       Page 25
   27
                  26.3.1   The Indemnitee shall give the Indemnitor prompt
                           notice of any Third Party Claim, and the Indemnitor
                           will have the right to assume the defense or
                           adjustment or cure thereof by the representatives of
                           its own choosing, at its own cost and expense;
                           provided that the Indemnitee shall have the right to
                           participate in such defense and that no settlement
                           will be agreed to without the Indemnitee's prior
                           written consent. The Indemnitee agrees not to
                           withhold its consent to any settlement if the
                           Indemnitee determined in good faith that such
                           settlement will not otherwise have an adverse effect
                           on the business or financial condition of the
                           Indemnitee. The Indemnitee shall provide the
                           Indemnitor with proper and full information and
                           reasonable assistance to defend and/or settle any
                           such claim.

                  26.3.2   If the Indemnitor does not promptly assume such
                           defense, the Indemnitee will, upon notice to the
                           Indemnitor, have the right to undertake the defense,
                           compromise or settlement of such Third Party Claim on
                           behalf of and for the account and risk of the
                           Indemnitor, provided that the Indemnitor shall have
                           the right to participate in such defense at its
                           expense and that no settlement will be agreed to
                           without the Indemnitor's prior written consent, which
                           consent will not be unreasonably withheld. The
                           Indemnitor shall provide the Indemnitee with proper
                           and full information and reasonable assistance to
                           defend and/or settle any such claim.

                  Each party shall safeguard the confidences and trade secrets
                  provided to the other party in accordance with Sections 26.3.1
                  and 26.3.2 above, and pursuant to Section 23 above.

27.      LIMITATION OF REMEDIES

         27.1     Sankyo's entire liability and ISS' exclusive remedy under this
                  Agreement shall be as follows: In all situations involving
                  performance or non-performance of Products under warranty,
                  ISS's remedy is (a) replacement of the defective Product parts
                  by Sankyo or, at Sankyo's option, replacement of the Product,
                  or (b) if, after Sankyo's best efforts, Sankyo is unable to
                  provide a Product which conforms to the applicable warranties,
                  ISS shall be entitled to recover the actual purchase Price of
                  the Product, including any associated non-recurring
                  engineering costs paid by ISS to Sankyo. For any other claim
                  related to the subject matter of this Agreement or any order
                  under this Agreement, ISS shall be entitled to recover actual
                  damages subject to the limits set forth on Paragraph 27.2
                  hereof.

         27.2     Sankyo's liability for damages to ISS for any cause
                  whatsoever, and regardless of the form of action, whether in
                  contract or in tort including negligence, shall not exceed
                  $75,000.00. The foregoing limitation of liability will not
                  apply to the payment of costs, damages and attorney's fees for
                  (a) actions covered by the section entitled "Patents and
                  Copyrights", or (b) claims for personal injury or

4/12/93                       Sankyo Confidential                        Page 26
   28
                  damage to real property or tangible personal property caused
                  by Sankyo's willful misconduct, criminal misconduct or gross
                  negligence,

         27.3     In no event will Sankyo be liable for any of the following:
                  (a) damages caused by ISS' failure to perform its obligations
                  under this Agreement; (b) lost profits, consequential,
                  incidental or special damages, whether in contract or in tort,
                  and regardless of the form of action; (c) damages caused by
                  performance or non-performance of Products located outside the
                  United States unless otherwise agreed in writing.

         27.4     Except for breach of Section 25, ISS shall not be liable to
                  Sankyo for any special (including lost profits),
                  consequential, incidental or other than actual damages,
                  however caused, whether for breach of contract, negligence or
                  otherwise, and whether Sankyo has been advised of the
                  possibility of such damage. This limitation will apply
                  notwithstanding any failure of essential purpose of any
                  limited remedy provided herein.

28.      TERM AND TERMINATION OF AGREEMENT

         28.1     The term of this Agreement shall commence on the Agreement
                  date set forth above, and shall terminate on December 31, 1997
                  (the "Initial Term"), unless extended by mutual agreement in
                  writing for one or more successive twelve month periods (each
                  such period hereinafter referred to as an "Extension Term")
                  prior to expiration of the Initial Term or any Extension Term.

         28.2     Sankyo may terminate this Agreement upon written notice to ISS
                  prior to the expiration of the Initial Term or an Extension
                  Term under the following circumstances:

                  (a)      ISS fails to make full payment for any amount due
                           from ISS under this Agreement 90 calendar days of the
                           date due.

                  (b)      ISS materially breaches any provision of this
                           Agreement other than Section 11; provided, however,
                           that Sankyo shall notify ISS of the breach in writing
                           and ISS shall have a period of not more than 30
                           calendar days after receipt of such notification
                           within which to correct the breach to the reasonable
                           satisfaction of Sankyo.

                  (c)      A substantial part of the business of ISS is
                           transferred or sold to what reasonably could be
                           considered a competitor to Sankyo's affiliated
                           companies in Japan, Europe or North America, and
                           Sankyo, in it sole discretion, determines that such
                           action would be inconsistent with the purposes of
                           this Agreement.

4/12/93                       Sankyo Confidential                        Page 27
   29
                  (d)      Commercial general liability and product liability
                           insurance, asset forth in Section 4, is not in effect
                           at any time during the term of this Agreement.

                  (e)      Any of the following events occur:

                           (i)      ISS makes a general assignment of its assets
                                    for the benefit of its creditors;

                           (ii)     ISS voluntarily institutes proceedings to be
                                    adjudicated as bankrupt under any federal or
                                    state bankruptcy laws;

                           (iii)    ISS consents to the filing of a petition in
                                    bankruptcy against it;

                           (iv)     An involuntary petition in bankruptcy is
                                    filed against ISS and is not stayed or
                                    dismissed within 30 calendar days;

                           (v)      ISS is adjudicated by a court of competent
                                    jurisdiction as being bankrupt or insolvent;

                           (vi)     ISS seeks reorganization under any federal
                                    or state bankruptcy or insolvency law or
                                    consents to the filing of a petition
                                    seeking such a reorganization;

                           (vii)    A decree or order is entered against ISS by
                                    a court of competent jurisdiction appointing
                                    a receiver, liquidator, trustee or assignee
                                    in bankruptcy or in insolvency covering all
                                    or substantially all of ISS' property or
                                    providing for the liquidation of ISS'
                                    property or business affairs.

         28.3     ISS may terminate this Agreement at any time, with or without
                  cause, by 30-days prior written notice to Sankyo.

         28.4     If ISS terminates this Agreement pursuant to Section 28.3
                  because of Sankyo's failure or inability to provide a Product
                  that is essential to the operation of an ISS-developed
                  Application, the parties shall negotiate in good faith an
                  agreement pursuant to which Sankyo will assist ISS in
                  obtaining alternative sources of supply for products
                  substantially equivalent to the Products,

         28.5     Termination of this Agreement does not relieve ISS of any
                  payment obligations hereunder or any other obligations which
                  exist as a result of this Agreement.

4/12/93                       Sankyo Confidential                        Page 28
   30
         28.6     Notwithstanding any termination of this Agreement, the
                  following provisions shall survive the termination of this
                  Agreement: Sections 2.1, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10,
                  4.11, 4.12, 4.13, 6, 7.3, 7.4, 15, 16, 17, 18, 19, 20, 21, 22,
                  23, 24, 25, 26, 27 and 29.

29.      GENERAL

         29.1     This Agreement and the rights and obligations of the parties
                  hereunder may not be assigned or delegated by either party
                  without the prior written consent of the other party except to
                  a successor in interest to all or substantially all of the
                  business assets of the assigning party. Any attempts to assign
                  or delegate any of the rights, duties or obligations of this
                  Agreement without such consent, or as permitted, is void. This
                  provision is subject to the provisions of Section 28.2(c).
                  Subject to the foregoing, this Agreement shall be binding upon
                  and inure to the benefit of the parties hereto, their
                  successors and assigns,

         29.2     Except with respect to the obligation of ISS to make payments
                  hereunder, if the performance of this Agreement or of any
                  obligation hereunder is prevented, restricted or interfered
                  with by an act of God (including hurricane or flood), reason
                  of fire or other casualty or accident, strikes or labor
                  disputes, inability to procure raw materials, power or
                  supplies, war, the outbreak of hostilities or other violence,
                  any law, order, proclamation, regulation, ordinance, demand or
                  requirement of any governmental agency, court or
                  inter-governmental body, or any other act or condition
                  whatsoever beyond the reasonable control of the parties
                  hereto, the party so affected, upon giving notice to the other
                  party, shall be excused from such performance to the extent of
                  such prevention, restriction or interference, provided that
                  the party so affected shall use reasonable efforts under the
                  circumstances to avoid or remove such causes of
                  non-performance and shall continue performance hereunder with
                  the utmost dispatch whenever such causes are removed.

         29.3     No action, regardless of form, arising out of this Agreement,
                  may be brought by either party more than two (2) years after
                  the cause of action has arisen or, in the case of an action
                  for non-payment, more than two (2) years from the date the
                  last payment was due.

         29.4     Notices required to be given to either party under this
                  Agreement shall NOT be effective unless in writing and hand
                  delivered or mailed by certified or registered mail to said
                  party at the address stated on the first page hereof or sent
                  by telex or facsimile (provided the transmission is confirmed
                  in writing by the sending party) to the party to be notified
                  at such telex or facsimile number as such party hereafter
                  designates by notice to the, other party. Notices sent by
                  certified registered mail shall be deemed to have been given
                  five business days after the postmark thereof.

4/12/93                       Sankyo Confidential                        Page 29
   31
                  Notices by telex or facsimile shall be deemed to have been
                  given on the date of delivery or transmission. Any party may
                  change its address or telex or facsimile number by giving
                  notice of such change in the manner provided above.

         29.5     No waiver by either party of any default on the part of the
                  other party in performance of any of its obligations hereunder
                  shall be effective unless in writing signed by the party
                  alleged to have waived such default.

         29.6     Any waiver by either party of any right hereunder, or of any
                  failure to perform or breach hereof shall not constitute or be
                  deemed to constitute a waiver of any other right hereunder or
                  of any other failure to perform or breach hereof, whether of a
                  similar or dissimilar nature.

         29.7     In the event any one or more of the provisions contained in
                  this Agreement shall, for any reason, be held to be invalid,
                  illegal or unenforceable as to any party or circumstance, such
                  invalidity, illegality or unenforceability shall not affect
                  any other provision of this Agreement or the application of
                  such provision to any other party or circumstance.
                  Furthermore, the parties agree to reform and construe, in good
                  faith such provision to the extent permitted by law so that it
                  will be valid, legal and enforceable to the maximum extent
                  possible. Such provision, if any, shall be in writing signed
                  by both parties.

         29.8     The headings used in this Agreement are included for
                  convenience of the parties only and are not to be used in
                  construing or interpreting this Agreement.

         29.9     This Agreement constitutes the entire agreement between the
                  parties with respect to the subject matter hereof and each
                  party hereby represents to the other that, in entering into
                  this Agreement, it has not relied and is not relying on any
                  statements, warranties, representations, agreements,
                  arrangements or course of dealings other than as set forth
                  herein. No amendment, supplement or modification hereof shall
                  be binding unless the same shall be in writing and duly
                  executed by both parties hereto,

         29.10    The validity of this Agreement, the construction and
                  enforcement of its terms, and the interpretation of the rights
                  and duties of the parties hereunder shall be governed by the
                  laws of the State of the defending party, either Florida for
                  Sankyo or California for ISS, without regard to its conflict
                  of laws rules.

                  (a)      Any action brought by Sankyo for the enforcement of
                           the terms of this Agreement, or for any claims
                           arising out of this Agreement, shall be brought in a
                           court of appropriate jurisdiction located in
                           Sacramento County or Santa Clara County, California,
                           at ISS' discretion, and the parties acknowledge and
                           agree that venue in Sacramento county, California,
                           shall be proper for any such action.

4/12/93                       Sankyo Confidential                        Page 30
   32
                  (b)      Any action brought by ISS for the enforcement of the
                           terms of this Agreement, or for any claims arising
                           out of this Agreement, shall be brought in a court of
                           appropriate jurisdiction located in Palm Beach,
                           Broward or Dade counties, at Sankyo's discretion, and
                           the parties acknowledge and agree that such venue
                           shall be proper for any such action.

                  In any such action, the prevailing party shall be entitled to
                  collect reasonable attorneys' and paralegal fees and costs, as
                  well as court costs, from the other party, subject to the
                  limitations of Section 27.

         29.11    The supply by Sankyo of any IBM-logoed equipment under this
                  Agreement is contingent upon ISS executing such reasonable
                  agreements as IBM may require for the supply of IBM-logoed
                  equipment.

         29.12    The undersigned have the authority to execute this Agreement.

         29.13    This Agreement may be executed in two or more counterparts,
                  each of which shall be deemed an original and all of which
                  together shall constitute one instrument.

ACCEPTED BY:

SANKYO                                     ISS:

SANKYO SEIKI (AMERICA) INC.                INTEGRATED SURGICAL SYSTEMS, INC.

By: /s/ David W. Heikkinen 5/10/93         By: /s/ Bela Musits  5/4/93
   -------------------------------          ------------------------------
    David W. Heikkinen                         Bela Musits
    Vice President                             President

4/12/93                       Sankyo Confidential                        Page 31
   1
 
                                                                    EXHIBIT 23.2
 
                        CONSENT OF INDEPENDENT AUDITORS

     We consent to the reference to our firm under the captions "Experts" and
"Selected Financial Information" and to the use of our report dated January 29,
1996, in Amendment No. 1 the Registration Statement (Form SB-2, No. 333-9207)
and related Prospectus of Integrated Surgical Systems, Inc. for the registration
of 3,750,000 shares of its common stock and warrants to purchase 2,175,000
shares of its common stock.

                                                               ERNST & YOUNG LLP
 
Sacramento, California
   
September 16, 1996

 5

                   6-MOS
                          DEC-31-1996
                             JAN-01-1996
                               JUN-30-1996
                                       1,549,309
                                         0
                                  153,790
                                         0
                                    713,987
                             2,560,718
                                       1,243,342
                                 970,149
                               2,847,953
                          825,050
                                              0
                           10,398
                                          0
                                         2,740
                                   2,009,765
                 2,847,953
                                      1,064,206
                             1,064,206
                                          458,483
                                2,111,423
                              (17,765)
                                     0
                                   0
                            (1,487,935)
                                     3,183
                        (1,491,118)
                                       0
                                      0
                                            0
                               (1,491,118)
                                    (.33)
                                    (.33)