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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1999

                                                  REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                       INTEGRATED SURGICAL SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                            
                DELAWARE                         1850 RESEARCH PARK DRIVE                        60-0232575
    (STATE OR OTHER JURISDICTION OF            DAVIS, CALIFORNIA 95616-4884                   (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)             TELEPHONE: (530) 792-2600                   IDENTIFICATION NO.)
                                                TELECOPIER: (530) 792-2690

         (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

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

                                  MARK W. WINN
                            CHIEF FINANCIAL OFFICER
                       INTEGRATED SURGICAL SYSTEMS, INC.
                            1850 RESEARCH PARK DRIVE
                          DAVIS, CALIFORNIA 95616-4884
                           TELEPHONE: (530) 792-2600
                           TELECOPIER: (530) 792-2690
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

  A COPY OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO THE AGENT FOR
                           SERVICE SHOULD BE SENT TO:

                               JACK BECKER, ESQ.
                            SNOW BECKER KRAUSS P.C.
                                605 THIRD AVENUE
                           NEW YORK, N.Y. 10158-0125
                           TELEPHONE: (212) 687-3860
                           TELECOPIER: (212) 949-7052

     APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:  As soon as practicable
after the effective date of this registration statement.

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

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this form are to be offered or
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     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. [ ]

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                        CALCULATION OF REGISTRATION FEE

                                                        PROPOSED
TITLE OF EACH                                            MAXIMUM            PROPOSED          AMOUNT OF
CLASS OF SECURITIES                  AMOUNT TO BE    OFFERING PRICE          MAXIMUM         REGISTRATION
TO BE REGISTERED                      REGISTERED     PER SECURITY(1)    OFFERING PRICE(1)        FEE
- -------------------                  ------------    ---------------    -----------------    ------------
                                                                                 
Common Stock, $.01 par value.......   2,121,635(2)       $4.125(3)        $8,751,744.38       $2,432.98

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

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 promulgated under the Securities Act of 1933.

(2) Represents shares to be sold by the selling securityholders named herein,
    including

     - up to 750,000 shares that may be acquired upon conversion of the
       Registrant's series C convertible stock, at an assumed conversion price
       of $1.00 per share.

     - up to 1,333,333 shares that may be acquired upon conversion of the
       Registrant's series D convertible preferred stock, at an assumed
       conversion price of $1.50 per share,

     - 34,375 shares that may be acquired upon exercise of outstanding warrants.

     - 3,927 shares previously acquired.

    Also includes an indeterminate number of shares that the selling
    securityholders may acquire as a result of a stock split, stock dividend or
    similar transaction involving the common stock pursuant to the antidilution
    provisions of the series C and series D convertible stock and the warrants.

(3) Calculated solely for the purpose of determining the registration fee
    pursuant to rule 457(c) based upon the closing price of the common stock on
    The Nasdaq SmallCap Market on July 9, 1999.
                           -------------------------

     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, as amended, 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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                   PRELIMINARY PROSPECTUS DATED JULY 16, 1999

                                2,121,635 SHARES

                       INTEGRATED SURGICAL SYSTEMS, INC.
                                  COMMON STOCK

The selling securityholders named in this prospectus are offering and selling up
to 2,121,635 shares of the common stock of Integrated Surgical Systems, Inc.
They may acquire 2,083,333 of those shares upon conversion of series C and
series D preferred stock and 34,375 shares upon exercise of warrants.

The common stock is quoted on The Nasdaq SmallCap Market under the symbol
"RDOC", and is listed on The Pacific Exchange Inc. under
the symbol "ROB". The common stock also has been admitted for trading on the
European Association of Securities Dealers' Automated Quotation system under the
symbol "RDOC".

THE COMMON STOCK IS A SPECULATIVE INVESTMENT AND INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD READ THE DESCRIPTION OF CERTAIN RISKS UNDER THE CAPTION "RISK
FACTORS" COMMENCING ON PAGE 2 BEFORE PURCHASING THE COMMON STOCK.

Our executive offices are at 1850 Research Park Drive, Davis, California
95616-4884, and our telephone number is 530-792-2600.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

               THE DATE OF THIS PROSPECTUS IS             , 1999

INFORMATION CONTAINED IN THIS PROSPECTUS 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 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 STATE.
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                               TABLE OF CONTENTS

                                                              PAGE
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Risk Factors................................................    2
Forward Looking Statements..................................    8
Selling Securityholders.....................................    9
Plan of Distribution........................................   10
Information About Integrated Surgical Systems, Inc. ........   12
Where You Can Find More Information.........................   12
Information Incorporated By Reference.......................   12
Recent Developments.........................................   12
Legal Matters...............................................   15
Experts.....................................................   15

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

This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have not authorized anyone to provide you with different
information. The common stock will not be offered in any state where an offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the cover of this prospectus.
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                                  RISK FACTORS

WE HAVE A HISTORY OF OPERATING LOSSES AND THESE LOSSES MAY CONTINUE. We have
experienced significant losses since we began operations. We incurred net losses
of approximately $10.3 million for the year ended December 31, 1998 and
approximately $4.5 million for the year ended December 31, 1997 and a net loss
of approximately $2.3 million for the three months ended March 31, 1999 as
compared to a net loss of approximately $2.0 million for the three months ended
March 31, 1998. As a result of these losses, as of March 31, 1999, we had an
accumulated deficit of approximately $36.8 million. We will continue to incur
losses until such time, if ever, as we derive significant revenues from the sale
of our products.

OUR POTENTIAL FUTURE SUCCESS AND FINANCIAL PERFORMANCE WILL DEPEND ALMOST
ENTIRELY ON OUR ABILITY TO SUCCESSFULLY MARKET THE ROBODOC SYSTEM.  For the near
term, we expect to derive most of our revenues from sales of the ROBODOC System.
Accordingly, our potential future success and financial performance will depend
almost entirely on our ability to successfully market the ROBODOC System. To
successfully market the ROBODOC System, we must commit substantial marketing
efforts, develop an effective sales and marketing organization, and expend
significant funds to inform potential customers, including hospitals and
physicians, of the distinctive characteristics and advantages of using the
ROBODOC System instead of traditional 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, we
expect to encounter resistance to change, which we must overcome if the ROBODOC
System is to achieve significant market acceptance. Furthermore, our ability to
market the ROBODOC System in the United States is dependent upon approval by the
U.S. Food and Drug Administration. We cannot give you any assurance that we will
obtain FDA approval to market the ROBODOC System in the United States, or that
the ROBODOC System will achieve significant market acceptance in the United
States, Europe and other foreign markets to generate sufficient revenues to
become profitable.

ALTERNATIVES TO OUR PRODUCTS MAY AFFECT OUR POTENTIAL FUTURE SUCCESS.  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, Inc. (a subsidiary of Stryker Corporation), located in New
York; Zimmer, Inc. (a subsidiary of Bristol-Myers Squibb Company), located in
Indiana; Johnson & Johnson Orthopaedics, Inc. (a subsidiary of Johnson &
Johnson), located in New Jersey; DePuy, Inc. (a subsidiary of Johnson & Johnson)
located in Indiana; Biomet, Inc., located in Indiana; and Osteonics, Inc. (a
subsidiary of the Stryker Corporation), located in New Jersey. MAQUET, a
manufacturer of operating tables located in Germany, recently entered the market
with a device similar to the ROBODOC System. The principal competition for the
NeuroMate System are frame-based and frameless navigators, which are manually
operated. Approximately twenty navigator models have been introduced, including
those by Radionics, Sofamor-Danek and Ohio Medical Surgical products, all
located in the United States; Elekta, located in Sweden; and Fischer Leibingher
and Brain Lab, both located in Germany. In general, there are companies in the
medical products industry 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 us, and have established reputations in the medical
device industry. Furthermore, we cannot give you any assurance that IBM or the
University of California, which developed the technology embodied in the ROBODOC
System and hold patents relating thereto, will not enter the market or license
the technology to other companies.

We cannot give you any assurance that future competition will not have a
material adverse effect on our business. The cost of our systems represents a
significant capital expenditure for a customer and accordingly may discourage
purchases by certain customers.

WE NEED BUT HAVE NOT YET OBTAINED APPROVAL OF THE U.S. FOOD AND DRUG
ADMINISTRATION TO MARKET THE ROBODOC SYSTEM IN THE UNITED STATES.  Before a new
medical device can be introduced into the U.S. market, the manufacturer must
obtain FDA permission to market through either the 510(k) pre-market

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notification process for medical devices which are substantially similar to
other approved medical devices or the costlier, lengthier and less certain
pre-market approval application process. Following a pre-filing meeting with
representatives of the FDA in early 1998, we stated that we intended to file our
pre-market approval application to market the ROBODOC System with the FDA in the
second quarter of 1998. As a result of further discussions with representatives
of the FDA as part of the pre-submission review process (which process is
intended to expedite the FDA's formal pre-market approval process), we have
deferred the filing of our pre-market approval application with the FDA so that
we may incorporate our DigiMatch Single Surgery System, and possibly other
technical developments, as part of our pre-market approval application. We
believe, based upon our discussions with representatives of the FDA, that the
incorporation of the DigiMatch Single Surgery System will enhance our prospects
for obtaining FDA approval. However, we cannot give you any assurance as to when
or if the FDA will grant pre-market approval for the ROBODOC System or that such
approval, if obtained, will not include unfavorable limitations or restrictions.

In order to obtain FDA clearance or approval, we must demonstrate that the
ROBODOC System is safe and effective, and we may be required to show a clinical
benefit to patients. We believe that a reduced incidence of intraoperative
fractures with the ROBODOC System compared to conventional total hip replacement
surgery would offer an important benefit. The number of patients enrolled in our
U.S. clinical study is less than the 300 patients (150 ROBODOC System; 150
control group) we initially requested to study in our investigational device
exemption application to the FDA. Nonetheless, over 4,000 primary surgeries have
been performed with the ROBODOC System in the U.S. clinical trial and the
European treatment population without a single reported intraoperative fracture.
Since the observed fracture rate in the control group in the U.S. clinical trial
was lower than anticipated, the data from this study are not sufficient to
establish a statistically significant reduction in intraoperative fractures
compared to the control group. Nevertheless, the data from both the U.S. and the
European group of patients suggest that the ROBODOC System reduces
intraoperative fractures when compared to the fracture rate of approximately 3
to 28 percent for conventional surgery reported in the scientific and medical
literature. However, we cannot give you any assurance that the FDA will agree
that the ROBODOC System offers a clinically significant reduction in
intraoperative fractures, in the absence of a controlled trial demonstrating
such a reduction, or that such a reduction is of clinical benefit to patients.

The FDA has advised us that it believes long-term functional assessments are the
primary endpoints for evaluating the safety and effectiveness of the ROBODOC
System. Our preliminary review of the functional assessment data from the U.S.
clinical trial shows equivalence between the ROBODOC System and conventional
surgery. We believe that achieving better implant fit and alignment in the
femoral cavity are significant factors in the success of cementless total hip
replacement surgery, although the FDA has questioned whether fit is an
appropriate endpoint and has not addressed alignment.

Our most recent statistical analysis of fit and alignment parameters from
3-month radiographs showed that the ROBODOC System surgeries produced better fit
and alignment when compared to conventional surgeries. We believe a more
accurate fit of the prosthesis reflects the implant manufacturers' design goals
for implant cavity preparation. We also reviewed 24-month radiographs evaluating
prosthesis stability. We cannot give you any assurance that the FDA will accept
our data that demonstrates the ROBODOC System achieves better implant fit,
alignment and stability, or that the FDA will agree that better fit and
alignment are significant surgical endpoints. In addition, we cannot give you
any assurance that the FDA will agree that the greater surgery time and blood
loss associated with the ROBODOC System does not pose a significant safety
concern or create an unfavorable risk/benefit ratio. Further, we cannot give you
any assurance that the FDA will not require us to obtain additional clinical
data from a randomized, controlled trial to resolve any concern about the
risk/benefit ratio offered by the ROBODOC System. If we must obtain such
additional data, the FDA review process could be prolonged by several years.

WE MAY NOT BE ABLE TO COMPLY WITH QUALITY SYSTEM AND OTHER FDA REPORTING AND
INSPECTION REQUIREMENTS.  Assuming we obtain the necessary FDA approvals and
clearances for our products, in order to maintain such approvals and clearances
we must, among other things, register our establishment and list

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our devices with the FDA and with certain state agencies, maintain extensive
records, report any adverse experiences on the use of our products and submit to
periodic inspections by the FDA and certain state agencies. The Food, Drug, and
Cosmetic Act also requires devices to be manufactured in accordance with the
quality system regulation, which sets forth good manufacturing practices
requirements with respect to manufacturing and quality assurance activities. The
quality system regulation revises the previous good manufacturing practices
regulation and imposes certain enhanced requirements that are likely to increase
the cost of compliance, including design controls.

WE MAY NOT BE ABLE TO OBTAIN REGULATORY APPROVALS NEEDED TO SELL OUR PRODUCTS IN
FOREIGN MARKETS.  The introduction of our products in foreign markets has
subjected and will continue to subject us to foreign regulatory clearances,
which may be unpredictable and uncertain, and which may impose substantial
additional costs and burdens. Many countries also impose product standards,
packaging requirements, labeling requirements and import restrictions on
devices. We cannot give you any assurance that any of our products will receive
further approvals or clearances, if required on a timely basis, or at all.

UNCERTAINTY REGARDING PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY.  Our
ability to compete successfully may depend, in part, on our ability to obtain
and protect patents, protect trade secrets and operate without infringing the
proprietary rights of others. Certain robotic medical technology underlying our
products is the subject of a United States patent issued to IBM, which IBM has
agreed not to enforce against the manufacture and sale of our products. We have
been issued four U.S. patents and filed seven patent applications covering
various aspects of our technology.

Our U.S. patents include

          - Computer assisted software system for planning and performing hip
            revision surgery

          - Computer assisted system and method for creating cavities in the
            femur that will accept a prosthesis

          - Computer system and method for creating a pre-operative surgical
            plan for hip replacement surgery

          - Method for orienting real patient anatomy to a digital image of the
            patient's anatomy

We cannot give you any assurance that our pending or future patent applications
will mature into issued patents, or that we will continue to develop our own
patentable technologies. Further, we cannot give you any assurance that any
patents that may be issued to us effectively protect our technology or provide a
competitive advantage for our products or will not be challenged, invalidated,
or circumvented in the future. In addition, we cannot give you any assurance
that competitors, many of which have substantially more resources than us and
have made substantial investments in competing technologies, will not obtain
patents that will prevent, limit or interfere with our ability to make, use or
sell our products either in the United States or internationally.

The medical device industry has been characterized by substantial competition
and litigation regarding patent and other proprietary rights. We intend to
vigorously protect and defend our patents and other proprietary rights relating
to our proprietary technology. Litigation alleging infringement claims against
us (with or without merit), or instituted by us to enforce patents and to
protect trade secrets or know-how owned by us 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,
we 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 our products or processes to avoid infringement. We
cannot give you any assurance that such licenses would be available or, if
available, would be available on terms acceptable to us or that we would be
successful in any attempt to redesign our products or processes to avoid
infringement. Accordingly, an adverse determination in a judicial or
administrative proceeding or failure to

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obtain necessary licenses could prevent us from manufacturing and selling our
products, which would have a material adverse effect on our business, financial
condition and results of operations.

LIMITED PRODUCTION EXPERIENCE.  Our success will depends in part on our ability
to assemble our products in a timely, cost-effective manner and in compliance
with good manufacturing practices, and manufacturing requirements of other
countries, including the International Standards Organization 9000 standards and
other regulatory requirements. The assembly of our products is a complex
operation involving a number of separate processes and components. Our
production activities to date have consisted primarily of assembling limited
quantities of systems for use in clinical trials and systems for commercial
sale. We do not have experience in assembling our products in larger commercial
quantities. Furthermore, as a condition to receipt of pre-market approval, our
facilities, procedures and practices will be subject to pre-approval and ongoing
good manufacturing practices inspections by the 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.
We cannot give you any assurance that production yields, costs or quality will
not be adversely affected as we seek to increase production, and any such
adverse effect could have a material adverse effect on our business, financial
condition and results of operations.

DEPENDENCE ON SUPPLIER FOR ROBOT.  Although we have multiple sources for most of
our components, parts and assemblies used in the ROBODOC and NeuroMate Systems,
we are dependent on Sankyo Seiki of Japan for the ROBODOC System robot arm and
Audemars-Piguet of Switzerland for the supply of the customized NeuroMate robot.
Although we believe we can obtain a robot arm for either the ROBODOC System or
the NeuroMate System from other suppliers, with appropriate modifications and
engineering effort, we cannot give you any assurance that delays resulting from
the required modifications or engineering effort to adapt alternative components
would not have a material adverse effect on our business, financial condition
and results of operations.

RELIANCE ON FOREIGN SALES.  Since we commenced operations, substantially all of
our sales have been to customers in Germany, Austria, France and Japan. We
believe that until such time, if ever, as we receive approval from the FDA to
market the ROBODOC System in the United States, substantially all of our sales
for the ROBODOC System 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 our
business. To date, payment for substantially all ROBODOC Systems in Europe has
been fixed in U.S. Dollars. However, we cannot give you any assurance that in
the future customers will be willing to make payment for our products in U.S.
Dollars. If the U.S. Dollar strengthens substantially against the foreign
currency of a country in which we sell our products, the cost of purchasing our
products in U.S. Dollars would increase and may inhibit purchases of our
products by customers in that country. We are unable to predict the nature of
future changes in foreign markets or the effect, if any, they might have on us.

LENGTHY SALES CYCLE MAY CAUSE US TO RECOGNIZE THE SALES PRICE OF A SYSTEM IN A
SUBSEQUENT FISCAL QUARTER TO THE FISCAL QUARTER IN WHICH WE INCURRED RELATED
MARKETING AND SALES EXPENSES.  Since the purchase of a ROBODOC System or
NeuroMate 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. We anticipate that the period between
initial contact of a customer for a 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 for either the ROBODOC System or the
NeuroMate System is approximately four months after receipt of the order. We may
be required to expend significant cash resources to fund our operations until
the purchase price is paid. Accordingly, we may not

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recognize the sales price of a system until a fiscal quarter subsequent to the
fiscal quarter in which we incurred marketing and sales expenses associated with
an order.

NEED FOR ADDITIONAL FINANCING.  Our available cash resources, together with
anticipated cash flows from operations, may not be sufficient to continue our
operations at current levels without additional financing. We cannot give you
any assurance that such financing, if required, will be available on acceptable
terms, if at all. If we are unable to obtain such additional financing on
favorable terms, we may have to reduce or curtail certain activities.

EXPOSURE TO PRODUCT LIABILITY CLAIMS.  The manufacture and sale of medical
products exposes us to the risk of significant damages from product liability
claims. Although we maintain product liability insurance against product
liability claims in the amount of $5 million per occurrence and $5 million in
aggregate, we cannot give you any assurance that the coverage limits of our
insurance policies will be adequate or that such insurance can be maintained at
acceptable costs. Although we have not experienced any product liability claims
to date, a successful claim brought against us in excess of our insurance
coverage could have a materially adverse effect on our business, financial
condition and results of operations.

WE MAY NOT BE ABLE TO RETAIN OUR KEY PERSONNEL OR HIRE THE ADDITIONAL PERSONNEL
WE NEED TO SUCCEED. Our growth and future success also will depend in large part
on the continued contributions of key technical and senior management personnel,
as well as our ability to attract, motivate and retain highly qualified
personnel generally and, in particular, trained and experienced professionals
capable of developing, selling and installing the Systems and training surgeons
in their use. Competition for such personnel is intense, and we cannot give you
any assurance that we will be successful in hiring, motivating or retaining such
qualified personnel. None of our executive or key technical personnel is
employed pursuant to an employment agreement. The loss of the services of senior
management or key technical personnel, or the inability to hire or retain
qualified personnel, could have a material adverse effect on our business,
financial condition and results of operations.

IF WE CANNOT SATISFY NASDAQ'S MAINTENANCE REQUIREMENTS, IT MAY DELIST OUR COMMON
STOCK FROM ITS SMALLCAP MARKET.  Our common stock is quoted on the Nasdaq
SmallCap Market. To continue to be listed, we are required to maintain net
tangible assets of $2,000,000 and our common stock must maintain a minimum bid
price of $1.00 per share. We may not be able to continue to satisfy those
requirements. If we are unable to satisfy Nasdaq's maintenance requirements, our
common stock may be delisted. If we are delisted and we are not then listed or
do not qualify for a listing on a stock exchange, our common stock would be
traded in the over-the-counter market and quoted in the NASD's "Electronic
Bulletin Board" or the "pink sheets." Consequently, it may be more difficult for
an investor to obtain price quotations for our common stock or to sell it.

IF OUR COMMON STOCK IS DELISTED, IT MAY BECOME SUBJECT TO THE SEC'S "PENNY
STOCK" RULES AND MORE DIFFICULT TO SELL.  SEC rules require brokers to provide
information to purchasers of securities traded at less than $5.00 and not traded
on a national securities exchange or quoted on the Nasdaq Stock Market. If our
common stock becomes a "penny stock" that is not exempt from the SEC rules,
these disclosure requirements may have the effect of reducing trading activity
in our common stock and make it more difficult for investors to sell. The rules
require a broker-dealer to deliver a standardized risk disclosure document
prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny market. The broker must also give bid and offer
quotations and broker and salesperson compensation information to the customer
orally or in writing before or with his confirmation. The SEC rules also require
a broker to make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction before a transaction in a penny stock.

POSSIBLE ADVERSE EFFECT OF FUTURE SALES OF COMMON STOCK ON THE MARKET PRICE OF
OUR COMMON STOCK.  Sales of substantial amounts of common stock, or the
possibility of such sales, could adversely affect the market

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price of our common stock and also impair our ability to raise capital through
an offering of equity securities in the future. As of June 30, 1999, there were
8,576,955 shares of common stock outstanding. Except for 1,039,792 shares of
common stock (representing approximately 12.1% of the outstanding common stock)
owned by EJ Financial Investments V, L.P., which may be sold in accordance with
the volume limitations of Rule 144, substantially all of the outstanding shares
of common stock are transferable without restriction under the Securities Act.
An additional

     -  1,539,000 shares may be acquired upon conversion of our series B and
        series C preferred stock, at an assumed conversion price of $1.00 per
        share, and 1,333,333 shares may be acquired upon conversion of our
        series D preferred stock, at an assumed conversion price of $1.50 per
        share. The actual conversion price is computed by reference to 85% of
        the lowest sale price of one share of common stock for the five trading
        days preceding the date of conversion.

     -  2,274,066 shares may be acquired upon exercise of warrants owned by IBM
        at exercise prices ranging from $.01 to $.07.

     -  2,480,902 shares may be acquired upon exercise of warrants issued in our
        initial public offering at an exercise price of $4.61 per share.

     -  1,325,170 shares may be acquired upon exercise of stock options granted
        pursuant to our stock option plans at exercise prices ranging from $.07
        to $8.63 per share.

     -  578,252 shares may be acquired upon exercise of warrants having exercise
        prices ranging from $2.00 to $6.24 per share.

Substantially all of such shares (other than the shares issuable upon exercise
of the warrants owned by IBM), when issued, may be immediately resold in the
public market pursuant to effective registration statements under the Securities
Act or pursuant to Rule 144. In April 1998, we amended the warrants owned by IBM
to permit IBM to exercise them without the payment of cash for a lesser number
of shares, based upon the difference between the market price of the common
stock at the time of exercise and the exercise price, in which case such shares
could be sold immediately under Rule 144 since under applicable SEC
interpretations, the holding period under Rule 144 for shares acquired in this
manner includes the period for which the selling securityholder owned the
warrants.

Certain securityholders have agreed to limit the number of shares they may sell:

     -  IBM has agreed to limit sales of shares acquired upon exercise of its
        warrants to the volume limitations of Rule 144, whether or not
        applicable, and has granted us or our designee a right of first refusal
        with respect to such sales.

     -  Former securityholders of Innovative Medical Machines International,
        S.A., which we acquired in September 1997 in exchange for shares of
        common stock, have agreed to limit future sales of shares under a
        currently effective registration statement to the volume limitations of
        Rule 144.

We have granted registration rights to:

     -  The selling securityholders with respect to the shares of common stock
        covered by this prospectus.

     -  IBM, EJ Financial Investments V,L.P. and certain other institutional
        investors owning or having the right to acquire 3,616,465 shares of
        common stock.

     -  Holders of warrants to purchase 200,480 shares of common stock issued in
        connection with our European offering in November 1997 have demand and
        piggyback registration rights for those shares.

     -  The holders of warrants to purchase 83,229 shares of common stock have
        piggyback registration rights for those shares.

                                        7
   11

                           FORWARD LOOKING STATEMENTS

Some of the information in this prospectus and the documents we incorporate by
reference may contain forward-looking statements. Such statements can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "believe," "intend," "anticipate," "estimate," "continue" or similar
words. These statements discuss future expectations, estimate the happening of
future events or our financial condition or state other "forward-looking"
information. When considering such forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in this prospectus and
the documents that we incorporate by reference. The risk factors discussed in
this prospectus and other factors noted throughout this prospectus, including
certain risks and uncertainties, could cause our actual results to differ
materially from those contained in any forward-looking statement.

                                        8
   12

                            SELLING SECURITYHOLDERS

The table below sets forth the name and address of each selling securityholder,
the number of shares of common stock beneficially owned by each selling
securityholder as of June 30, 1999, the number of shares that each selling
securityholder may offer, and the number of shares of common stock beneficially
owned by each selling securityholder upon completion of this offering, assuming
all of the shares offered are sold. None of the selling securityholders has, or
within the past three years has had, any position, office or other material
relationship with us or any of our predecessors or affiliates.

The selling securityholders are offering up to 2,121,635 by this prospectus.

- - 750,000 shares may be acquired upon conversion of the series C, based upon an
  assumed conversion price of $1.00 per share. The conversion price is computed
  by reference to 85% of the lowest sale price of one share of common stock for
  the five trading days preceding the date of conversion.

- - 1,333,333 shares may be acquired upon conversion of the series D preferred
  stock, based upon an assumed conversion price of $1.50 per share. The
  conversion price is computed by reference to 85% of the lowest sale price of
  one share of common stock for the five trading days preceding the date of
  conversion.

- - 34,375 shares may be acquired upon exercise of warrants.

- - 3,927 shares were acquired by one of the selling securityholders as a finder's
  fee in connection with the sale of the series C and series D preferred stock
  and warrants to the other selling securityholders.

The number of shares listed below as beneficially owned before the offering by
each selling securityholder owning series C and series D preferred stock has
been computed, in part, based upon the terms of the series C and series D
preferred stock, which provides that the number of shares that the selling
securityholders may acquire upon conversion may not exceed that number which
would render a selling securityholder the beneficial owner of more than five
percent of the then issued and outstanding shares of common stock, or result in
the issuance of more than an aggregate of 1,503,255 shares upon conversion of
the Series C preferred stock or more than an aggregate of 1,706,814 shares upon
conversion of the series D preferred stock, on the date that series of preferred
stock was issued. For purposes of computing the number and percentage of shares
beneficially owned by a selling securityholder on June 30, 1999, any shares
which such person has the right to acquire within 60 days after such date are
deemed to be outstanding, but those shares are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other selling
securityholder. On June 30, 1999, we had 8,576,955 shares of common stock
outstanding.

                                                  SHARES OF            SHARES OF           SHARES OF
                                                 COMMON STOCK         COMMON STOCK        COMMON STOCK
                                              BENEFICIALLY OWNED     OFFERED IN THE    BENEFICIALLY OWNED
                                               BEFORE OFFERING          OFFERING         AFTER OFFERING
                                             --------------------   ----------------   ------------------
NAME AND ADDRESS OF SELLING SECURITYHOLDER   NUMBER     PERCENT          NUMBER        NUMBER    PERCENT
- ------------------------------------------   -------   ----------   ----------------   -------   --------
                                                                                  
Holder of series C and series D preferred
  stock and warrants:
The Shaar Fund Ltd......................     451,419      5.0%         1,864,583       31,500       *
  Citro Building,
  Wickhams Cay,
  P.O. Box 662,
  Road Town, Tortola, B.V.I.
Holder of Series C preferred stock and
  warrants:
AMRO International, S.A. ...............     265,625      3.0%           253,125       12,500       *
  c/o Ultrafinance,
  Grossmunster Platz 26,
  Zurich CH 8022

                                        9
   13

                                                  SHARES OF            SHARES OF           SHARES OF
                                                 COMMON STOCK         COMMON STOCK        COMMON STOCK
                                              BENEFICIALLY OWNED     OFFERED IN THE    BENEFICIALLY OWNED
                                               BEFORE OFFERING          OFFERING         AFTER OFFERING
                                             --------------------   ----------------   ------------------
NAME AND ADDRESS OF SELLING SECURITYHOLDER   NUMBER     PERCENT          NUMBER        NUMBER    PERCENT
- ------------------------------------------   -------   ----------   ----------------   -------   --------
                                                                                  
Holder of shares of Common Stock:
Trinity Capital Advisors, Inc. .........      10,356         *             3,927        6,429       *
  211 Sutter Street,
  Suite 2000,
  San Francisco, California 94104

- -------------------------
  * Less than one percent (1%).

We are registering the shares for resale by the selling securityholders in
accordance with registration rights granted to the selling securityholders. We
will pay the registration and filing fees, printing expenses, listing fees, blue
sky fees, if any, and fees and disbursements of our counsel in connection with
this offering, but the selling securityholders will pay any underwriting
discounts, selling commissions and similar expenses relating to the sale of the
shares, as well as the fees and expenses of their counsel. In addition, we have
agreed to indemnify the selling securityholders, underwriters who may be
selected by the selling securityholders and certain affiliated parties, against
certain liabilities, including liabilities under the Securities Act, in
connection with the offering. The selling securityholders may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of the shares against certain liabilities, including liabilities under the
Securities Act. The selling securityholders have agreed to indemnify us and our
directors and officers, as well as any person controlling the company, against
certain liabilities, including liabilities under the Securities Act. Insofar as
indemnification for liabilities under the Securities Act may be permitted to our
directors or officers, or persons controlling the company, we have been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

                              PLAN OF DISTRIBUTION

The selling securityholders may sell shares from time to time in public
transactions, on or off The Nasdaq SmallCap Market, or private transactions, at
prevailing market prices or at privately negotiated prices. They may sell their
shares in the following types of transactions:

     - ordinary brokerage transactions and transactions in which the broker
       solicits purchasers;

     - a block trade in which the broker-dealer so engaged will attempt to sell
       the shares as agent but may position and resell a portion of the block as
       principal to facilitate the transaction;

     - purchases by a broker or dealer as principal and resale by such broker or
       dealer for its account pursuant to this prospectus; and

     - face-to-face transactions between sellers and purchasers without a
       broker-dealer.

The selling securityholders also may sell shares that qualify under Section 4(1)
of the Securities Act or Rule 144. As used in this prospectus, selling
securityholders include donees, pledgees, distributees, transferees and other
successors-in-interest of the selling securityholders named in this prospectus.

In effecting sales, brokers or dealers engaged by the selling securityholders
may arrange for other brokers or dealers to participate in the resales. The
selling securityholders may enter into hedging transactions with broker-dealers,
and in connection with those transactions, broker-dealers may engage in short
sales of the shares. The selling securityholders also may sell shares short and
deliver the shares to close out such short positions, except that the selling
securityholders have agreed that they will not enter into any put option or
short position with respect to the common stock prior to the date of the
delivery of a conversion notice. The selling securityholders also may enter into
option or other transactions with broker-dealers which

                                       10
   14

require the delivery to the broker-dealer of the shares, which the broker-dealer
may resell under this prospectus. The selling securityholders also may pledge
the shares to a broker or dealer and upon a default, the broker or dealer may
effect sales of the pledged shares under this prospectus.

Brokers, dealers or agents may receive compensation in the form of commissions,
discounts or concessions from selling securityholders in amounts to be
negotiated in connection with the sale. The selling securityholders and any
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting
compensation.

Information as to whether underwriters who may be selected by the selling
securityholders, or any other broker-dealer, is acting as principal or agent for
the selling securityholders, the compensation to be received by them, and the
compensation to be received by other broker-dealers, in the event such
compensation is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this prospectus. Any dealer or
broker participating in any distribution of the shares may be required to
deliver a copy of this prospectus, including a prospectus supplement, if any, to
any person who purchases any of the shares from or through such dealer or
broker.

We have advised the selling securityholders that during such time as they may be
engaged in a distribution of the shares they are required to comply with
Regulation M promulgated under the Securities Exchange Act. With certain
exceptions, Regulation M precludes any selling securityholder, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchases made in order to stabilize the price of a security in connection
with the distribution of that security.

                                       11
   15

              INFORMATION ABOUT INTEGRATED SURGICAL SYSTEMS, INC.

We develop, assemble, market and service image-directed, computer-controlled
robotic products for orthopaedic and neurosurgical applications. Our principal
orthopaedic product is the ROBODOC(R) Surgical Assistant System, consisting of a
computer-controlled surgical robot and our ORTHODOC(R) Presurgical Planner, and
our principal neurosurgical product is the NeuroMate System.(TM)

                      WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC. You may
read and copy any document we file at the Public Reference Room of the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New York,
New York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Please call 1-800-SEC-0330 for further information concerning the
Public Reference Room. Our filings also are available to the public from the
SEC's website at www.sec.gov. We distribute to our stockholders annual reports
containing audited financial statements.

                     INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with it,
which means that we can disclose important information to you by referring to
those documents. The information incorporated by reference is considered to be
part of this prospectus, and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until the
offering is completed:

     1.  Annual Report on Form 10-KSB for the fiscal year ended December 31,
         1998 including any amendments to that report.

     2.  Proxy Statement dated March 27, 1999.

     3.  Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31,
         1999, including any amendments to that report.

     4.  Current Report on Form 8-K dated April 28, 1999, including any
         amendments to that report.

     5.  The description of the common stock contained in our Registration
         Statement on Form 8-A (File No. 1-12471) under Section 12 of the
         Securities Exchange Act.

You may request a copy of these filings, at no cost, by writing or calling us
at:

                          INTEGRATED SURGICAL SYSTEMS
                            1850 Research Park Drive
                          Davis, California 95616-4884
                         Attention: Corporate Secretary
                           Telephone: (530) 792-2600

                              RECENT DEVELOPMENTS

SERIES C CONVERTIBLE PREFERRED STOCK FINANCING

On June 10, 1999, we sold 750 shares of series C convertible preferred stock and
warrants to purchase 9,375 shares of common stock to The Shaar Fund Ltd. and
AMRO International, S.A. for a total purchase price of $750,000. Subject to the
limitations discussed below, the holders of the

                                       12
   16

series C convertible preferred stock may convert their shares of series C
convertible preferred stock into shares of common stock

     - commencing September 8, 1999 as to 187 shares

     - commencing October 8, 1999 as to a cumulative total of 375 shares

     - commencing November 7, 1999 as to a cumulative total of 562 shares

     - commencing December 7, 1999, or such earlier date on which the market
       price of a share of common stock exceeds $2.11 as to all 750 shares.

The conversion price of the series C convertible preferred stock is computed by
reference to 85% of the lowest sale price of a share of common stock on the
Nasdaq SmallCap Market during the five trading days preceding the date of
conversion. There is no minimum conversion price, but in no event may the
conversion price exceed $2.11. Assuming a conversion price of $1.00 per share,
holders of the series C convertible preferred stock could acquire 750,000 shares
of common stock upon conversion. The right of conversion is subject to the
following limitations:

     1.  The number of shares of common stock that the holder may acquire upon
         conversion, together with shares beneficially owned by the holder and
         its affiliates, may not exceed 5% of the total outstanding shares of
         common stock.

     2.  The number of shares of common stock that the holders may acquire upon
         conversion may not exceed 1,503,255 shares, until stockholders approve
         the issuance upon conversion of more than that number of shares,
         representing 19.99% of the shares outstanding on the date upon which
         the series C convertible preferred stock was issued. This limitation is
         required by the rules of The Nasdaq Stock Market, Inc. Until
         stockholder approval is obtained, upon any request for conversion that,
         together with prior conversions, would result in the issuance of more
         than 1,503,255 shares of common stock but for this limitation, we will
         be required to pay the holder requesting conversion an amount in cash
         equal to the greater of (A) $1,500 per share of series C convertible
         preferred stock we are unable to convert because of this limitation,
         and (B) the number of shares of common stock in excess of 1,503,255
         shares that would have been issued upon conversion but for this
         limitation times the lowest sale price of a share of common stock
         during the five trading days preceding the notice of conversion.

The conversion, or the potential conversion, of the series C convertible
preferred stock at a discount of approximately 15% of the then prevailing market
price of the common stock and the immediate resale of the shares of common stock
acquired upon conversion into the public market may depress the market price of
the common stock and will have a dilutive impact on other stockholders.

The warrants may be exercised at any time during the period commencing December
10, 1999 and ending December 9, 2003. The exercise price of the warrants is
$2.15 per share. The number of shares of common stock that the holder may
acquire upon exercise of the warrants, together with shares beneficially owned
by the holder and its affiliates, may not exceed 5% of the total outstanding
shares of common stock.

In connection with the sale of the series C convertible preferred stock and
warrants, we reduced the exercise price of warrants to purchase 44,000 shares of
common stock issued as part of the sale of the series A convertible preferred
stock from $5.12 to $2.15 per share.

SERIES D CONVERTIBLE PREFERRED STOCK FINANCING

On June 30, 1999, we sold 2,000 shares of series D convertible preferred stock
and warrants to purchase 25,000 shares of common stock to The Shaar Fund Ltd.,
for a total purchase price of $2,000,000. Subject to the limitations discussed
below, the holders of the series D convertible

                                       13
   17

preferred stock may convert their shares of series D convertible preferred stock
into shares of common stock

     - commencing September 28, 1999 as to 500 shares

     - commencing October 28, 1999 as to a cumulative total of 1,000 shares

     - commencing November 27, 1999 as to a cumulative total of 1,500 shares

     - commencing December 27, 1999, or such earlier date on which the market
       price of a share of common stock exceeds $3.35 as to all 2,000 shares.

The conversion price of the series D convertible preferred stock is computed by
reference to 85% of the lowest sale price of a share of common stock on the
Nasdaq SmallCap Market during the five trading days preceding the date of
conversion. There is no minimum conversion price, but in no event may the
conversion price exceed $3.35. Assuming a conversion price of $1.50 per share,
holders of the series D convertible preferred stock could acquire 1,333,333
shares of common stock upon conversion. The right of conversion is subject to
the following limitations:

     1.  The number of shares of common stock that the holder may acquire upon
         conversion, together with shares beneficially owned by the holder and
         its affiliates, may not exceed 5% of the total outstanding shares of
         common stock.

     2.  The number of shares of common stock that the holders may acquire upon
         conversion may not exceed 1,706,814 shares, until stockholders approve
         the issuance upon conversion of more than that number of shares,
         representing 19.99% of the shares outstanding on the date upon which
         the series D convertible preferred stock was issued. This limitation is
         required by the rules of The Nasdaq Stock Market, Inc. Until
         stockholder approval is obtained, upon any request for conversion that,
         together with prior conversions, would result in the issuance of more
         than 1,706,814 shares of common stock but for this limitation, we will
         be required to pay the holder requesting conversion an amount in cash
         equal to the greater of (A) $1,500 per share of series D convertible
         preferred stock we are unable to convert because of this limitation,
         and (B) the number of shares of common stock in excess of 1,706,814
         shares that would have been issued upon conversion but for this
         limitation times the lowest sale price of a share of common stock
         during the five trading days preceding the notice of conversion.

The conversion, or the potential conversion, of the series D convertible
preferred stock at a discount of approximately 15% of the then prevailing market
price of the common stock and the immediate resale of the shares of common stock
acquired upon conversion into the public market may depress the market price of
the common stock and will have a dilutive impact on other stockholders.

The warrants may be exercised at any time during the period commencing December
30, 1999 and ending December 29, 2003. The exercise price of the warrants is
$2.90 per share. The number of shares of common stock that the holder may
acquire upon exercise of the warrants, together with shares beneficially owned
by the holder and its affiliates, may not exceed 5% of the total outstanding
shares of common stock.

PROPOSED EQUITY FINANCING

On May 25, 1999, we entered into a letter of intent with a group of foreign
investors who would provide us with $4 million for approximately 2,922,396
shares ($1.36874 per share) of common stock, plus warrants to purchase
additional shares of common stock that if exercised would give the investors 40%
of our fully diluted common stock. The warrants would have a term of three years
and an initial exercise price of $1.02656 per share. The investor group would
have the right to designate a majority of the members of our Board of Directors.
The proposed financing is subject to the negotiation and execution of final
agreements and approval of our stockholders.

                                       14
   18

As contemplated by the letter of intent, we also are negotiating a distribution
agreement that would give the distributor the exclusive right to distribute our
products in Europe, the Middle East and Africa. Under the terms of the letter of
intent, the distributor would pay us $400,000 per month through the end of 2000,
offset by the purchase price or products that they purchase.

                                 LEGAL MATTERS

The validity of the shares of common stock offered hereby has been passed upon
by Snow Becker Krauss P.C., 605 Third Avenue, New York, New York 10158.

                                    EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial
statements included in our Annual Report on Form 10-KSB for the year ended
December 31, 1998, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
consolidated financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.

                                       15
   19

                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses payable by the Company in connection with the issuance and
distribution of the securities being registered are estimated below:

                                                             
SEC registration fee........................................    $ 2,432.98
Listing fees................................................     15,000.00
Legal fees and expenses.....................................     10,000.00
Printing expenses...........................................      5,000.00
Accounting fees.............................................      3,500.00
Miscellaneous...............................................      1,067.02
                                                                ----------
          Total.............................................    $37,000.00
                                                                ==========

ITEM 15.  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.

                                      II-1
   20

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 maintains and has in
effect such insurance.

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.

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 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 16.  EXHIBITS

EXHIBIT
  NO.                                   DESCRIPTION
- -------                                 -----------
          
  4.1      --   Form of Series C Preferred Stock Purchase Agreement
  4.2      --   Form of Series D Preferred Stock Purchase Agreement
  4.3      --   Certificate of Designations for Series C Convertible
                Preferred Stock (included as Exhibit A to Exhibit 4.1)
  4.4      --   Certificate of Designations for Series D Convertible
                Preferred Stock (included as Exhibit A to Exhibit 4.2)
  4.5      --   Form of warrant issued in connection with the Series C
                Convertible Preferred Stock financing (included as Exhibit B
                to Exhibit 4.1)
  4.6      --   Form of warrant issued in connection with the Series D
                Convertible Preferred Stock financing (included as Exhibit B
                to Exhibit 4.2)
  4.7      --   Form of Registration Rights Agreement for the Series C
                Convertible Preferred Stock financing (included as Exhibit C
                to Exhibit 4.1)
  4.8      --   Form of Registration Rights Agreement for the Series D
                Convertible Preferred Stock financing (included as Exhibit C
                to Exhibit 4.2)
  5.1      --   Opinion of Snow Becker Krauss.
 23.1      --   Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1)
 23.2      --   Consent of Ernst & Young LLP, independent auditors.

                                      II-2
   21

ITEM 17.  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 l0(a) (3) of the
               Securities Act.

           (ii) Reflect in the prospectus any facts or events which,
                individually or in the aggregate, 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 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 material information with respect to the plan of
              distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement.

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

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

(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.

                                      II-3
   22

                                   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
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Davis, State of California, on July 15, 1999.

                                                    
INTEGRATED SURGICAL SYSTEMS, INC.
              By: /s/ RAMESH C. TRIVEDI                                By: /s/ MARK W. WINN
  -------------------------------------------------      -------------------------------------------------
                  Ramesh C. Trivedi                                        Mark W. Winn
        Chief Executive Officer and President                         Chief Financial Officer
            (Principal Executive Officer)                            (Principal Financial and
                                                                        Accounting Officer)

                               POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Mark
Winn his true and lawful attorney-in-fact and agent, with power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying all that said attorney-in-fact and agent or his
substitute or substitutes, or any of them, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on July 15, 1999.

                 SIGNATURES                                             TITLE
                 ----------                                             -----
                                             
            /s/ RAMESH C. TRIVEDI               Chief Executive Officer and President
   ---------------------------------------        (Principal Executive Officer)
              Ramesh C. Trivedi

              /s/ MARK W. WINN                  Chief Financial Officer
   ---------------------------------------        (Principal Financial and
                Mark W. Winn                      Accounting Officer)

            /s/ JAMES C. MCGRODDY               Chairman of the Board of
   ---------------------------------------        Directors
              James C. McGroddy

             /s/ JOHN N. KAPOOR                 Director
   ---------------------------------------
               John N. Kapoor

                                                Director
- ---------------------------------------
Paul A. H. Pankow

                                                Director
- ---------------------------------------
Gerald D. Knudson

             /s/ PATRICK G. HAYS                Director
   ---------------------------------------
               Patrick G. Hays

                                      II-4
   23

                                 EXHIBIT INDEX

EXHIBIT
NO.                                 DESCRIPTION                                PAGE
- -------                             -----------                                ----
                                                                      
4.1       --   Form of Series C Preferred Stock Purchase Agreement
4.2       --   Form of Series D Preferred Stock Purchase Agreement
               Certificate of Designations for Series C Convertible
4.3       --   Preferred Stock (included as Exhibit A to Exhibit 4.1).
               Certificate of Designations for Series D Convertible
4.4       --   Preferred Stock (included as Exhibit A to Exhibit 4.2).
               Form of warrant issued in connection with the Series C
               Convertible Preferred Stock financing (included as Exhibit C
4.5       --   to Exhibit 4.1).
               Form of warrant issued in connection with the Series D
               Convertible Preferred Stock financing (included as Exhibit C
4.6       --   to Exhibit 4.2).
               Form of Registration Rights Agreement for the Series C
               Convertible Preferred Stock financing (included as Exhibit D
4.7       --   to Exhibit 4.1).
               Form of Registration Rights Agreement for the Series D
               Convertible Preferred Stock financing (included as Exhibit D
4.8       --   to Exhibit 4.2).
5.1       --   Opinion of Snow Becker Krauss.
23.1      --   Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1)
23.2      --   Consent of Ernst & Young LLP, independent auditors.

                                      II-5
   1

                                                                     EXHIBIT 4.1

                       PREFERRED STOCK PURCHASE AGREEMENT

                                     BETWEEN

                        INTEGRATED SURGICAL SYSTEMS, INC.

                                     AND THE

                           INVESTORS SIGNATORY HERETO

      PREFERRED STOCK PURCHASE AGREEMENT dated as of June 10, 1999 (the
"Agreement"), between Integrated Surgical Systems, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Company") and the
persons signatory hereto (each an "Investor").

      WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investors,
and the Investors shall purchase, for a total purchase price of $750,000,
7,500 shares of the Company's Series C Convertible Preferred Stock and warrants
to purchase an aggregate of 9,375 shares of the Company's common stock.

      WHEREAS, the issuance and sale of the Series C Convertible Preferred Stock
and the warrants to the Investor will be made in reliance upon the provisions of
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
promulgated thereunder by the Securities and Exchange Commission.

NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                              CERTAIN DEFINITIONS

Section 1.1. "Bid Price" shall mean the closing bid price (as reported by
Bloomberg L.P.) of the Common Stock on the Principal Market.

Section 1.2. "Capital Shares" shall mean the Common Stock and any shares of any
other class of common stock whether now or hereafter authorized, having the
right to participate in the distribution of earnings and assets of the Company.

Section 1.3. "Capital Shares Equivalents" shall mean any securities, rights, or
obligations that are convertible into or exchangeable for or give any right to
subscribe for any Capital Shares of the

   2

Company or any warrants, options or other rights to subscribe for or purchase
Capital Shares or any such convertible or exchangeable securities.

Section 1.4.  "Closing" shall mean the closing of the purchase and sale of the
Preferred Stock pursuant to Section 2.1.

Section 1.5.  "Closing Date" shall mean the date on which all conditions to
closing have been satisfied and the Closing shall have occurred.

Section 1.6.  "Common Stock" shall mean the Company's common stock, par value
$.01 per share.

Section 1.7.  "Conversion Shares" shall mean the shares of Common Stock issuable
upon conversion of the Preferred Stock.

Section 1.8.  "Damages" shall mean any loss, claim, damage, liability, costs and
expenses (including, without limitation, reasonable attorney's fees and
disbursements and costs and expenses of expert witnesses and investigation).

Section 1.9.  "Effective Date" shall mean the date on which the SEC first
declares effective a Registration Statement registering the resale of the
Registrable Securities as set forth in Section 6.1.

Section 1.10  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the SEC thereunder.

Section 1.11  "Legend" See Section 9.1.

Section 1.12. "Market Price" on any given date shall mean the single lowest
intraday or closing price (as reported by Bloomberg L.P.) of the Common Stock on
any Trading Day during the five Trading Days prior to the date for which Market
Price is to be determined.

Section 1.13. "Material Adverse Effect" shall mean any effect on the business,
Bid Price, operations, properties, prospects, or financial condition of the
Company that is material and adverse to the Company and its subsidiaries and
affiliates, taken as a whole, and/or any condition, circumstance, or situation
that would prohibit or otherwise interfere with the ability of the Company to
enter into and perform any of its obligations under this Agreement, the
Registration Rights Agreement or the Warrant in any material respect.

Section 1.14. "NASD" shall mean the National Association of Securities Dealers,
Inc.

Section 1.15. "Outstanding" when used with reference to shares of Common Stock
or Capital Shares (collectively the "Shares"), shall mean, at any date as of
which the number of such Shares is to be determined, all issued and outstanding
Shares, and shall include all such Shares issuable in respect of outstanding
scrip or any certificates representing fractional interests in such Shares;
provided,

                                        2
   3

however, that "Outstanding" shall not mean any such Shares then directly or
indirectly owned or held by or for the account of the Company.

Section 1.16. "Person" shall mean an individual, a corporation, a partnership,
an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

Section 1.17. "Preferred Stock" shall mean the Company's Series C Convertible
Preferred Stock, par value $.01 per share issued pursuant to the Certificate of
Designations attached hereto as Exhibit A.

Section 1.18. "Principal Market" shall mean the Nasdaq National Market, The
Nasdaq SmallCap Market, the American Stock Exchange or the New York Stock
Exchange, whichever is at the time the principal trading exchange or market for
the Common Stock.

Section 1.19. "Purchase Price" shall mean one thousand dollars ($1,000) per
share.

Section 1.20. "Registrable Securities" shall mean the Conversion Shares and the
Warrant Shares until (i) the Registration Statement has been declared effective
by the SEC, and all Conversion Shares and Warrant Shares have been disposed of
pursuant to the Registration Statement, (ii) all Conversion Shares and Warrant
Shares have been sold under circumstances under which all of the applicable
conditions of Rule 144 (or any similar provision then in force) under the
Securities Act ("Rule 144") are met, (iii) all Conversion Shares and Warrant
Shares have been otherwise transferred to holders who may trade such shares
without restriction under the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive legend or (iv) such time as, in the opinion of counsel to the
Company, all Conversion Shares and Warrant Shares may be sold without any time,
volume or manner limitations pursuant to Rule 144(k) (or any similar provision
then in effect) under the Securities Act.

Section 1.21. "Registration Rights Agreement" shall mean the agreement regarding
the filing of the Registration Statement for the resale of the Registrable
Securities, entered into between the Company and the Investor on the Closing
Date annexed hereto as Exhibit C.

Section 1.22. "Registration Statement" shall mean a registration statement on
Form S-3 (if use of such form is then available to the Company pursuant to the
rules of the SEC and, if not, on such other form promulgated by the SEC for
which the Company then qualifies and which counsel for the Company shall deem
appropriate, and which form shall be available for the resale of the Registrable
Securities to be registered thereunder in accordance with the provisions of this
Agreement, the Registration Rights Agreement, and the Warrant and in accordance
with the intended method of distribution of such securities), for the
registration of the resale by the Investor of the Registrable Securities under
the Securities Act.

                                        3
   4

Section 1.23 "Regulation D" shall mean Regulation D promulgated by the SEC under
Section 4(2) of the Securities Act.

Section 1.24 "SEC" shall mean the Securities and Exchange Commission.

Section 1.25 "Section 4(2)" shall mean Section 4(2) of the Securities Act.

Section 1.26 "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

Section 1.27 "SEC Documents" shall mean the Company's Form 10-KSB for the fiscal
year ended December 31, 1998, Form 10-QSB for the fiscal quarter ended March 31,
1999, as amended, Form 8-K dated April 28, 1999 and the Proxy Statement for
its 1999 Annual Meeting.

Section 1.28. "Trading Day"  shall mean any day during which the New York Stock
Exchange shall be open for business.

Section 1.29, "Warrant" shall have the meaning set forth in Section 2.2 and
substantially in the form of Exhibit B.

Section 1.30. "Warrant Shares" shall mean all shares of Common Stock or other
securities issued or issuable pursuant to exercise of the Warrant.

                                   ARTICLE II

                        PURCHASE AND SALE OF COMMON STOCK

Section 2.1. Investment.

      (a)    The Company agrees to sell and the Investor agrees to purchase the
number of shares of Preferred Stock set forth on the signature page hereto at
the Purchase Price on the Closing Date.

      (b)    On the Closing Date, the Company shall issue and sell to the
Investor, against payment of the total Purchase Price of the shares of Preferred
Stock purchased by the Investor by wire transfer of immediately available funds
in accordance with instructions from the Company, the shares of Preferred Stock
set forth on the signature page hereto and the Warrant.

      (c)    The Closing of the sale and purchase of the Preferred Stock and
Warrant shall be subject to the completion of the following conditions:

            (i)   acceptance and execution by the Company and the Investor of
                  this Agreement and all Exhibits hereto;

                                        4
   5

           (ii)   all representations and warranties of the Investor and of the
                  Company contained herein shall remain true and correct as of
                  the Closing Date;

           (iii)  the Company shall have obtained all permits and qualifications
                  required by any state for the offer and sale of the Preferred
                  Stock and Warrant, or shall have the availability of
                  exemptions therefrom;

           (iv)   the sale and issuance of the Preferred Stock and Warrant, and
                  the proposed issuance of the Common Stock underlying the
                  Preferred Stock and the Warrant shall be legally permitted by
                  all laws and regulations to which the Investor and the Company
                  are subject and there shall be no ruling, judgment or writ of
                  any court prohibiting the transactions contemplated by this
                  Agreement;

           (v)    receipt by the Investor of an opinion of Snow Becker Krauss
                  P.C., counsel to the Company, in the form of Exhibit D hereto;

           (vi)   delivery to the Investor of the Irrevocable Instructions to
                  Transfer Agent in the form attached hereto as Exhibit E;

           (vii)  there not having occurred (i) any general suspension of
                  trading in, or limitation on prices listed for, the Common
                  Stock on The Nasdaq Small Cap Market, (ii) the declaration of
                  a banking moratorium or any suspension of payments in respect
                  of banks in the United States, (iii) the commencement of a
                  war, armed hostilities or other international or national
                  calamity directly or indirectly involving the United States or
                  any of its territories, protectorates or possessions, or (iv)
                  in the case of the foregoing existing at the date of this
                  Agreement, a material acceleration or worsening thereof; and

           (viii) there not having occurred any event or development, and there
                  being in existence no condition, having or which reasonably
                  and forseeably could have a Material Adverse Effect.

Section 2.2. The Warrant. On the Closing Date, the Company will issue to the
Investor a warrant exercisable beginning six months from the Closing Date and
then exercisable any time over the three-year period there following, to
purchase the Investor's pro rata share of an aggregate of 9,375 Warrant Shares
at the Exercise Price (as defined in the Warrant) in the form of Exhibit B
hereto. The Warrant Shares shall be registered for resale pursuant to the
Registration Rights Agreement.

Section 2.3. Liquidated Damages. The parties hereto acknowledge and agree that
the sums payable pursuant to the Registration Rights Agreement shall constitute
liquidated damages and not penalties. The parties further acknowledge that (a)
the amount of loss or damages likely to be incurred is incapable or is difficult
to precisely estimate, (b) the amounts specified in such Sections bear a
reasonable proportion and are not plainly or grossly disproportionate to the
probable loss likely to be incurred by the Investor in connection with the
failure by the Company to timely cause the registration of the Registrable
Securities and (c) the parties are sophisticated business parties and have been
represented by sophisticated and able legal and financial counsel and negotiated
this Agreement at arm's length.

Section 2.4. Adjustment of Exercise Price of Warrants Previously Issued to
Investor.  From and after the Closing Date, the exercise price of the warrants
issued to the Investor in connection with its purchase of the Company's Series A
Convertible Preferred Stock shall be reduced to the exercise price of the
Warrants.

                                        5
   6

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to the Company that:

Section 3.1. Intent. The Investor is entering into this Agreement for its own
account and the Investor has no present arrangement (whether or not legally
binding) at any time to sell the Common Stock to or through any person or
entity; provided, however, that by making the representations herein, the
Investor does not agree to hold the Common Stock for any minimum or other
specific term and reserves the right to dispose of the Common Stock at any time
in accordance with federal and state securities laws applicable to such
disposition.

Section 3.2. Sophisticated Investor. The Investor is a sophisticated investor
(as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor
(as defined in Rule 501 of Regulation D), and Investor has such experience in
business and financial matters that it is capable of evaluating the merits and
risks of an investment in Common Stock. The Investor acknowledges that an
investment in the Common Stock is speculative and involves a high degree of
risk.

Section 3.3. Authority. This Agreement and each Exhibit hereto which is required
to be executed by Investor has been duly authorized and validly executed and
delivered by the Investor and is a valid and binding agreement of the Investor
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.

Section 3.4. Not an Affiliate.  The Investor is not an officer, director or
"affiliate" (as that term is defined in Rule 405 of the Securities Act) of the
Company.

Section 3.5. Absence of Conflicts. The execution and delivery of this Agreement
and any other document or instrument executed in connection herewith, and the
consummation of the transactions contemplated thereby, and compliance with the
requirements thereof, will not violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on Investor, or, to the Investor's
knowledge, (a) violate any provision of any indenture, instrument or agreement
to which Investor is a party or is subject, or by which Investor or any of its
assets is bound; (b) conflict with or constitute a material default thereunder;
(c) result in the creation or imposition of any lien pursuant to the terms of
any such indenture, instrument or agreement, or constitute a breach of any
fiduciary duty owed by Investor to any third party; or (d) require the approval
of any third-party (which has not been obtained) pursuant to any material
contract, agreement, instrument, relationship or legal obligation to which
Investor is subject or to which any of its assets, operations or management may
be subject.

Section 3.6. Disclosure; Access to Information. Investor has received all
documents, records, books and other publicly available information pertaining to
Investor's investment in the Company

                                        6
   7

that have been requested by Investor. The Company is subject to the periodic
reporting requirements of the Exchange Act, and Investor has reviewed or
received copies of any such reports that have been requested by it.

Section 3.7. Manner of Sale. At no time was Investor presented with or solicited
by or through any leaflet, public promotional meeting, television advertisement
or any other form of general solicitation or advertising.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, except as set forth on
the Schedule of Exceptions attached hereto:

Section 4.1. Organization of the Company. The Company is a corporation duly
incorporated and existing in good standing under the laws of the State of
Delaware and has all requisite corporate authority to own its properties and to
carry on its business as now being conducted except as set forth in Section 4.1
of the Schedule of Exceptions or as described in the Company's SEC Documents.
The Company does not have any subsidiaries and does not own more that fifty
percent (50%) of or control any other business entity, except as set forth in
the SEC Documents. The Company is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary, other than those in which the failure so to qualify could not
reasonably be expected to have a Material Adverse Effect.

Section 4.2. Authority. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement, the
Registration Rights Agreement and the Warrant and to issue the Preferred Stock,
the Conversion Shares, the Warrant and the Warrant Shares, (ii) the execution,
issuance and delivery of this Agreement, the Registration Rights Agreement and
the Warrant by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required, and (iii) this Agreement, the Registration Rights
Agreement and the Warrant have been duly executed and delivered by the Company
and constitute valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application. The Company has duly and
validly authorized and reserved for issuance shares of Common Stock sufficient
in number for the conversion of 750 shares of Preferred Stock and for the
exercise of the Warrants. The Company understands and acknowledges the
potentially dilutive effect to the Common Stock of the issuance of the
Conversion Shares and the Warrant Shares. The Company further acknowledges that
its obligation to issue Conversion Shares upon conversion of the Preferred Stock
and Warrant Shares

                                        7
   8

upon exercise of the Warrants in accordance with this Agreement and the
Certificate of Designations is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of other
stockholders of the Company and notwithstanding the commencement of any case
under 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"). In the event the
Company is a debtor under the Bankruptcy Code, the Company hereby waives to the
fullest extent permitted any rights to relief it may have under 11 U.S.C.
Section 362 in respect of the conversion of the Preferred Stock and the exercise
of the Warrants. The Company agrees, without cost or expense to the Investor, to
take or consent to any and all action necessary to effectuate relief under 11
U.S.C. Section 362.

Section 4.3. Capitalization. The authorized capital stock of the Company
consists of 50,000,000 shares of Common Stock, par value $0.01, of which
7,331,235 shares were issued and outstanding as of June 1, 1999, and 1,000,000
shares of Preferred Stock, par value $0.01, of which 1,795 shares of Series A
Convertible Preferred Stock, and 1,000 shares of Series B Convertible Preferred
Stock were issued and outstanding as of June 1, 1999, and 750 shares of
Preferred Stock have been properly designated as Series C Convertible Preferred
Stock. Except as set forth in Section 4.3 of the Schedule of Exceptions, there
are no outstanding Capital Shares Equivalents. All of the outstanding shares of
Common Stock of the Company have been duly and validly authorized and issued and
are fully paid and non-assessable.

Section 4.4. Common Stock. The Company has registered its Common Stock pursuant
to Section 12(b) or (g) of the Exchange Act and is in full compliance with all
reporting requirements of the Exchange Act, and the Company has maintained all
requirements for the continued listing or quotation of its Common Stock, and
such Common Stock is currently listed or quoted on the Principal Market. As of
the date hereof, the Principal Market is The Nasdaq SmallCap Market and the
Company has not received any notice regarding, and to its knowledge there is no
threat, of the termination or discontinuance of the eligibility of the Common
Stock for such listing.

Section 4.5. SEC Documents. The Company has delivered or made available to the
Investor true and complete copies of the SEC Documents. The Company has not
provided to the Investor any information that, according to applicable law, rule
or regulation, should have been disclosed publicly prior to the date hereof by
the Company, but which has not been so disclosed. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the
Exchange Act, and rules and regulations of the SEC promulgated thereunder and
the SEC Documents did not contain any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in the SEC Documents complied in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or
other applicable rules and regulations with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except (i)
as may be otherwise indicated in such financial statements or the notes thereto
or (ii) as set forth in Section 4.5 to the Schedule of Exceptions) and fairly
present in all material respects the financial position of the Company as of the
dates thereof and the results of operations and cash flows for the periods then

                                        8
   9

ended. Neither the Company nor any of its subsidiaries has any indebtedness,
obligations or liabilities of any kind (whether accrued, absolute, contingent or
otherwise, and whether due or to become due) that would have been required to be
reflected in, reserved against or otherwise described in the financial
statements or in the notes thereto in accordance with GAAP, which was not fully
reflected in, reserved against or otherwise described in the financial
statements or the notes thereto or was not incurred in the ordinary course of
business consistent with the Company's past practices since the late date of the
financial statements.

Section 4.6. Exemption from Registration; Valid Issuances. The sale of the
Preferred Stock, the Conversion Shares, the Warrant and the Warrant Shares will
be properly issued pursuant to Rule 4(2), Regulation D and/or any applicable
state securities law. When issued, the Preferred Stock, the Conversion Shares
and the Warrant Shares will be duly and validly issued, fully paid, and
non-assessable. Neither the sales of the Preferred Stock, the Conversion Shares,
the Warrant or the Warrant Shares pursuant to, nor the Company's performance of
its obligations under, this Agreement, the Registration Rights Agreement or the
Warrant will (i) result in the creation or imposition by the Company of any
liens, charges, claims or other encumbrances upon the Preferred Stock, the
Conversion Shares, the Warrant Shares or any of the assets of the Company, or
(ii) entitle the holders of Outstanding Capital Shares to preemptive or other
rights to subscribe to or acquire the Capital Shares or other securities of the
Company. The Preferred Stock, the Conversion Shares, and the Warrant Shares
shall not subject the Investor to personal liability by reason of the possession
thereof.

Section 4.7. No General Solicitation or Advertising in Regard to this
Transaction. Neither the Company nor any of its affiliates nor any distributor
or any person acting on its or their behalf (i) has conducted or will conduct
any general solicitation (as that term is used in Rule 502(c) of Regulation D)
or general advertising with respect to any of the Preferred Stock, the
Conversion Shares, the Warrant or the Warrant Shares, or (ii) made any offers or
sales of any security or solicited any offers to buy any security under any
circumstances that would require registration of the Preferred Stock, the
Conversion Shares, the Warrant or the Warrant Shares under the Securities Act.

Section 4.8. Corporate Documents. The Company has furnished or made available to
the Investor true and correct copies of the Company's Restated Certificate of
Incorporation, as amended and in effect on the date hereof, and the Company's
By-Laws, as amended and in effect on the date hereof.

Section 4.9. No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without limitation the issuance of the Preferred
Stock, the Conversion Shares, the Warrant and the Warrant Shares, do not and
will not (i) result in a violation of the Company's Restated Certificate of
Incorporation or By-Laws, each as amended and in effect as of the date hereof,
or (ii) conflict with, or constitute a material default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
material agreement, indenture, instrument or any "lock-up" or similar provision
of any underwriting or similar agreement to which the Company is a party, or
(iii) result in a violation of any federal, state or local law, rule,
regulation, order, judgment or decree (including federal and state

                                        9
   10

securities laws and regulations) applicable to the Company or by which any
property or asset of the Company is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect) nor is the Company otherwise in violation
of, conflict with or in default under any of the foregoing. The business of the
Company is not being conducted in violation of any law, ordinance or regulation
of any governmental entity, except for possible violations that either singly or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect. The Company is not required under federal, state or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement or issue
and sell the Preferred Stock or the Warrant in accordance with the terms hereof
(other than any SEC, NASD, The Nasdaq Stock Market Inc., or state securities
filings that may be required to be made by the Company subsequent to any
Closing, any registration statement that may be filed pursuant hereto, and any
shareholder approval required by the rules applicable to companies whose common
stock trades on The Nasdaq SmallCap Market); provided that, for purposes of the
representation made in this sentence, the Company is assuming and relying upon
the accuracy of the relevant representations and agreements of the Investor
herein.

Section 4.10. No Material Adverse Change. Since January 1, 1999, no Material
Adverse Effect has occurred or exists with respect to the Company, except as
disclosed in the SEC Documents. No "Event of Default" (as defined in any
agreement or instrument to which the Company or any of its subsidiaries is a
party) and no event which, with notice, lapse of time or both, would constitute
an Event of Default (as so defined), has occurred and is continuing which could
have a Material Adverse Effect.

Section 4.11. No Undisclosed Liabilities. The Company has no liabilities or
obligations which are material, individually or in the aggregate, and are not
disclosed in the SEC Documents or otherwise publicly announced, other than those
incurred in the ordinary course of the Company's business since January 1, 1999,
and which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

Section 4.12. No Undisclosed Events or Circumstances. Since January 1, 1999 no
event or circumstance has occurred or exists with respect to the Company or its
businesses, properties, prospects, operations or financial condition, that,
under applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in the SEC Documents.

Section 4.13. No Integrated Offering. Except as set forth in the SEC Documents,
the Company has not issued, offered or sold any shares of convertible preferred
stock, warrants to purchase shares of Common Stock or any shares of Common Stock
(including for this purpose any securities convertible into a exchangeable or
exercisable for the Preferred Stock or Common Stock or any such other
securities) within the six-month period next preceding the date hereof, and the
Company shall not permit any of its directors, officers or Affiliates directly
or indirectly to take, any action (including,

                                       10
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without limitation, any offering or sale to any person or entity of the
Preferred Stock, Warrants or shares of Common Stock), so as to make unavailable
the exemption from Securities Act registration being relied upon by the Company
for the offer and sale to Investor of the Preferred Stock (and the Conversion
Shares) or the Warrants (and the Warrant Shares) as contemplated by this
Agreement. No form of general solicitation or advertising has been used or
authorized by the Company or any of its officers, directors or Affiliates in
connection with the offer or sale of the Preferred Stock (and the Conversion
Shares) as contemplated by this Agreement or any other agreement to which the
Company is a party.

Section 4.14. Litigation and Other Proceedings. There are no lawsuits or
proceedings pending or to the best knowledge of the Company threatened, against
the Company, nor has the Company received any written or oral notice of any such
action, suit, proceeding or investigation, which could reasonably be expected to
have a Material Adverse Effect. Except as set forth in the SEC Documents, no
judgment, order, writ, injunction or decree or award has been issued by or, so
far as is known by the Company, requested of any court, arbitrator or
governmental agency which might result in a Material Adverse Effect.

Section 4.15. No Misleading or Untrue Communication. The Company, any person
representing the Company, and, to the best knowledge of the Company, any other
person selling or offering to sell the Preferred Stock or the Warrant in
connection with the transaction contemplated by this Agreement, have not made,
at any time, any oral communication in connection with the offer or sale of the
same which contained any untrue statement of a material fact or omitted to state
any material fact necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading.

Section 4.16. Material Non-Public Information. The Company has not disclosed to
the Investor any material non-public information that (i) if disclosed, would,
or could reasonably be expected to have, an effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation, should have been
disclosed publicly by the Company prior to the date hereof but which has not
been so disclosed.

Section 4.17. Insurance. The Company maintains property and casualty, general
liability, workers' compensation, environmental hazard, personal injury and
other similar types of insurance with financially sound and reputable insurers
that is adequate, consistent with industry standards and the Company's
historical claims experience. The Company has not received notice from, and has
no knowledge of any threat by, any insurer (that has issued any insurance policy
to the Company) that such insurer intends to deny coverage under or cancel,
discontinue or not renew any insurance policy presently in force.

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   12

Section 4.18. Environmental Matters.

      1.     The operations of the Company and each of its subsidiaries are in
material compliance with all applicable Environmental Laws and all permits
issued pursuant to Environmental Laws or otherwise;

      2.     to its knowledge, the Company and each of its subsidiaries has
obtained or applied for all material permits required under all applicable
Environmental Laws necessary to operate its business;

      3.     neither the Company nor either of its subsidiaries is the subject
of any outstanding written order of or agreement with any governmental authority
or person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any
Release or threatened Release of Hazardous Materials;

      4.     neither the Company nor either of its subsidiaries has received,
since December 31, 1997, any written communication alleging that it may be in
violation of any Environmental Law or any permit issued pursuant to any
Environmental Law, or may have any liability under any Environmental Law;

      5.     neither the Company nor either of its subsidiaries has any current
contingent liability in connection with any Release of any Hazardous Materials
into the indoor or outdoor environment (whether on-site or off-site);

      6.     to the Company's knowledge, there are no investigations of the
business, operations, or currently or previously owned, operated or leased
property of the Company or either of its subsidiaries pending or threatened
which could lead to the imposition of any liability pursuant to any
Environmental Law;

      7.     there is not located at any of the properties of the Company any
(A) underground storage tanks, (B) asbestos-containing material or (C) equipment
containing polychlorinated biphenyls; and

      8.     the Company has provided to Investor all environmentally related
audits, studies, reports, analyses, and results of investigations that have been
performed with respect to the currently or previously owned, leased or operated
properties of the Company.

             For purposes of this Section 4.18:

      "Environmental Law" means any foreign, federal, state or local statute,
regulation, ordinance, or rule of common law as now or hereafter in effect in
any way relating to the protection of human health and safety or the environment
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), the Hazardous
Materials

                                       12
   13

Transportation Act (49 U.S.C. App. Section 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Clean Water
Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C. Section 7401
et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et
seq.), and the Occupational Safety and Health Act (29 U.S.C. Section 651 et
seq.), and the regulations promulgated pursuant thereto.

      "Hazardous Material" means any substance, material or waste which is
regulated by the United States, Canada or any of its provinces, or any state or
local governmental authority including, without limitation, petroleum and its
by-products, asbestos, and any material or substance which is defined as a
"hazardous waste," "hazardous substance," "hazardous material," "restricted
hazardous waste," "industrial waste," "solid waste," "contaminant," "pollutant,"
"toxic waste" or toxic substance" under any provision of any Environmental Law;

      "Release" means any release, spill, filtration, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, or leaching into
the indoor or outdoor environment, or into or out of any property;

      "Remedial Action" means all actions to (x) clean up, remove, treat or in
any other way address any Hazardous Material; (y) prevent the Release of any
Hazardous Material so it does not endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment; or (z) perform pre-remedial
studies and investigations or post-remedial monitoring and care.

Section 4.19. Labor Matters. Neither the Company nor any of its subsidiaries is
a party to any labor or collective bargaining agreement and there are no labor
or collective bargaining agreements which pertain to employees of the Company.
No employees of the Company are represented by any labor organization and none
of such employees has made a pending demand for recognition, and there are no
representation proceedings or petitions seeking a representation proceeding
presently pending or, to the Company's knowledge, threatened to be brought or
filed, with the National Labor Relations Board or other labor relations
tribunal. There is no organizing activity involving the Company pending or to
the Company's knowledge, threatened by any labor organization or group of
employees of the Company. There are no (i) strikes, work stoppages, slowdowns,
lockouts or arbitrations or (ii) material grievances or other labor disputes
pending or, to the knowledge of the Company, threatened against or involving the
Company. There are no unfair labor practice charges, grievances or complaints
pending or, to the knowledge of the Company, threatened by or on behalf of any
employee or group of employees of the Company.

Section 4.20. ERISA Matters. The Company and its ERISA Affiliates are in
compliance in all material respects with all provisions of ERISA applicable to
it. No Reportable Event has occurred, been waived or exists as to which the
Company or any ERISA Affiliate was required to file a report with the Pension
Benefits Guaranty Corporation, and the present value of all liabilities under
all Plans (based on those assumptions used to fund such Plans) did not, as of
the most recent annual valuation date applicable thereto, exceed the value of
the assets of all such Plans in the aggregate. None of the Company or ERISA
Affiliates has incurred any Withdrawal Liability that could result in a Material

                                       13
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Adverse Effect. None of the Company or ERISA Affiliates has received any
notification that any Multiemployer Plan is in reorganization or has been
terminated within the meaning of Title IV of ERISA, and no Multiemployer Plan is
reasonably expected to be in reorganization or termination where such
reorganization or termination has resulted or could reasonably be expected to
result in increases to the contributions required to be made to such Plan or
otherwise.

      For purposes of this Section 4.20:

      "ERISA" means the Employee Retirement Income Security Act of 1974, or any
successor statute, together with the regulations thereunder, as the same may be
amended from time to time.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) that was, is or hereafter may become, a member of a group of which
the Company is a member and which is treated as a single employer under Section
414 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code").

      "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Internal Revenue Code) is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

      "Plan" means any pension plan (other than a Multiemployer Plan) subject to
the provision of Title IV of ERISA or Section 412 of the Internal Revenue Code
that is maintained for employees of the Company or any ERISA Affiliate.

      "Reportable Event" means any reportable event as defined in Section
4043(b) of ERISA or the regulations issued thereunder with respect to a Plan
(other than a Plan maintained by an ERISA Affiliate that is considered an ERISA
Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal
Revenue Code.

      "Withdrawal Liability" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

Section 4.21. Tax Matters.

      1.     The Company has filed all Tax Returns which it is required to file
under applicable Laws; all such Tax Returns are true and accurate and have been
prepared in compliance with all applicable Laws; the Company has paid all Taxes
due and owing by it (whether or not such Taxes are

                                       14
   15

required to be shown on a Tax Return) and have withheld and paid over to the
appropriate taxing authorities all Taxes which it is required to withhold from
amounts paid or owing to any employee, stockholder, creditor or other third
parties; and since December 31, 1997, the charges, accruals and reserves for
Taxes with respect to the Company (including any provisions for deferred income
taxes) reflected on the books of the Company are adequate to cover any Tax
liabilities of the Company if its current tax year were treated as ending on the
date hereof.

      2.     No claim has been made by a taxing authority in a jurisdiction
where the Company does not file tax returns that such corporation is or may be
subject to taxation by that jurisdiction. There are no foreign, federal, state
or local tax audits or administrative or judicial proceedings pending or being
conducted with respect to the Company; no information related to Tax matters has
been requested by any foreign, federal, state or local taxing authority; and,
except as disclosed above, no written notice indicating an intent to open an
audit or other review has been received by the Company from any foreign,
federal, state or local taxing authority. There are no material unresolved
questions or claims concerning the Company's Tax liability. The Company (A) has
not executed or entered into a closing agreement pursuant to Section 7121 of the
Internal Revenue Code or any predecessor provision thereof or any similar
provision of state, local or foreign law; or (B) has not agreed to or is
required to make any adjustments pursuant to Section 481 (a) of the Internal
Revenue Code or any similar provision of state, local or foreign law by reason
of a change in accounting method initiated by the Company or any of its
subsidiaries or has any knowledge that the IRS has proposed any such adjustment
or change in accounting method, or has any application pending with any taxing
authority requesting permission for any changes in accounting methods that
relate to the business or operations of the Company. The Company has not been a
United States real property holding corporation within the meaning of Section
897(c)(2) of the Internal Revenue Code during the applicable period specified in
Section 897(c)(1)(A)(ii) of the Internal Revenue Code.

      3.     The Company has not made an election under Section 341(f) of the
Internal Revenue Code. The Company is not liable for the Taxes of another person
that is not a subsidiary of the Company under (A) Treas. Reg. Section 1.1502-6
(or comparable provisions of state, local or foreign law), (B) as a transferee
or successor, (C) by contract or indemnity or (D) otherwise. The Company is not
a party to any tax sharing agreement. The Company has not made any payments, is
obligated to make payments or is a party to an agreement that could obligate it
to make any payments that would not be deductible under Section 280G of the
Internal Revenue Code.

      For purposes of this Section 4.21:

      "IRS" means the United States Internal Revenue Service.

      "Tax" or "Taxes" means federal, state, county, local, foreign, or other
income, gross receipts, ad valorem, franchise, profits, sales or use, transfer,
registration, excise, utility, environmental, communications, real or personal
property, capital stock, license, payroll, wage or other withholding,
employment, social security, severance, stamp, occupation, alternative or add-on
minimum, estimated

                                       15
   16

and other taxes of any kind whatsoever (including, without limitation,
deficiencies, penalties, additions to tax, and interest attributable thereto)
whether disputed or not.

      "Tax Return" means any return, information report or filing with respect
to Taxes, including any schedules attached thereto and including any amendment
thereof.

Section 4.22. Property. Neither the Company nor either of its subsidiaries owns
any real property. Each of the Company and its subsidiaries has good and
marketable title to all personal property owned by it, free and clear of all
liens, encumbrances and defects except such as do not materially affect the
value of such property and do not materially interfere with the use made and
proposed to be made of such property by the Company; and any real property and
buildings held under lease by the Company are held by it under valid, subsisting
and enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company.

Section 4.23. Intellectual Property. Each of the Company and its subsidiaries
owns or possesses adequate and enforceable rights to use all patents, patent
applications, trademarks, trademark applications, trade names, service marks,
copyrights, copyright applications, licenses, know-how (including trade secrets
and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures) and other similar rights and proprietary
knowledge (collectively, "Intangibles") necessary for the conduct of its
business as now being conducted. To the best of the Company's knowledge, neither
the Company nor any of its subsidiaries is infringing upon or in conflict with
any right of any other person with respect to any Intangibles. No claims have
been asserted by any person to the ownership or use of any Intangibles and the
Company has no knowledge of any basis for such claim.

Section 4.24. Internal Controls and Procedures. The Company maintains accurate
books and records and internal accounting controls which provide reasonable
assurance that (i) all transactions to which the Company is a party or by which
its properties are bound are executed with management's authorization; (ii) the
reported accountability of the Company's assets is compared with existing assets
at regular intervals; (iii) access to the Company's assets is permitted only in
accordance with management's authorization; and (iv) all transactions to which
the Company is a party or by which its properties are bound are recorded as
necessary to permit preparation of the financial statements of the Company in
accordance with U.S. generally accepted accounting principles.

Section 4.25. Payments and Contributions. Neither the Company nor any of its
directors, officers or, to its knowledge, other employees has (i) used any
Company funds for any unlawful contribution, endorsement, gift, entertainment or
other unlawful expense relating to political activity; (ii) made any direct or
indirect unlawful payment of Company funds to any foreign or domestic government
official or employee; (iii) violated or is in violation of any provision of the
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe,
rebate, payoff, influence payment, kickback or other similar payment to any
person with respect to Company matters.

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   17

Section 4.26. Year 2000 Compliance. The Company has reviewed the Year 2000 Risk
and is taking such action as may be necessary to ensure that the Year 2000 Risk
will not adversely affect its business operations and/or financial condition. As
used herein, "Year 2000 Risk" means the risk that computer applications used by
the Company and its Subsidiaries and/or its suppliers, vendors, and customers
may be unable to recognize and perform without error date-sensitive functions
involving certain dates prior to and any date after December 31, 1999.

Section 4.27  Related Party Transactions. Other than the investment in the
Marbella, Spain clinic, neither the Company nor any of its officers, directors
or "Affiliates" (as such term is defined in Rule 12b-2 under the Exchange Act)
has borrowed any moneys from or has outstanding any indebtedness or other
similar obligations to the Company. Neither the Company nor any of its officers,
directors or Affiliates (i) owns any direct or indirect interest constituting
more than a one percent equity (or similar profit participation) interest in, or
controls or is a director, officer, partner, member or employee of, or
consultant to or lender to or borrower from, or has the right to participate in
the profits of, any person or entity which is (x) a competitor, supplier,
customer, landlord, tenant, creditor or debtor of the Company or any of its
subsidiaries, (y) engaged in a business related to the business of the Company
or any of its subsidiaries, or (z) a participant in any transaction to which the
Company is a party (other than in the ordinary course of the Company's business)
or (ii) is a party to any contract, agreement, commitment or other arrangement
with the Company.

Section 4.28. No Misrepresentation. No representation or warranty of the Company
contained in this Agreement, any schedule, annex or exhibit hereto or any
agreement, instrument or certificate furnished by the Company to the Investors
pursuant to this Agreement, contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, not misleading.

                                    ARTICLE V

                           COVENANTS OF THE INVESTOR

Section 5.1. Compliance with Law. The Investor's trading activities with respect
to shares of the Company's Common Stock will be in compliance with all
applicable state and federal securities laws, rules and regulations and rules
and regulations of the Principal Market on which the Company's Common Stock is
listed.

Section 5.2. Short Sales. The Investor and its affiliates shall not engage in
short sales of the Company's Common Stock; provided, however, that the Investor
may enter into any short sale or other hedging or similar arrangement it deems
appropriate with respect to Conversion Shares commencing on the day it delivers
a Conversion Notice with respect to such Conversion Shares, so long as such
arrangements do not involve more than the number of such Conversion Shares
(determined as of the date of such Conversion Notice).

                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

Section 6.1. Registration Rights. The Company shall cause the Registration
Rights Agreement to remain in full force and effect and the Company shall comply
in all material respects with the terms thereof.

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Section 6.2. Reservation of Common Stock. As of the date hereof, the Company has
reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, shares of Common Stock for the purpose of
enabling the Company to satisfy any obligation to issue the Conversion Shares
and the Warrant Shares; such amount of shares of Common Stock to be reserved
shall be calculated based upon the Market Price therefor under the terms of this
Agreement and the Warrant respectively assuming for purposes of this Section 6.2
a Market Price of $1.00. The number of shares so reserved from time to time, as
theretofore increased or reduced as hereinafter provided, may be reduced by the
number of shares actually delivered hereunder and the number of shares so
reserved shall be increased or decreased to reflect potential increases or
decreases in the Common Stock that the Company may thereafter be so obligated to
issue by reason of adjustments to the Warrant.

Section 6.3. Listing of Common Stock. The Company hereby agrees to maintain the
listing of the Common Stock on a Principal Market, and as soon as practicable
(but in any event prior to the date upon which the Preferred Stock may be
converted into Common Stock) to list the Conversion Shares and the Warrant
Shares. The Company further agrees, if the Company applies to have the Common
Stock traded on any other Principal Market, it will include in such application
the Conversion Shares and the Warrant Shares, and will take such other action as
is necessary or desirable in the opinion of the investor to cause the Common
Stock to be listed on such other Principal Market as promptly as possible. The
Company will take all action to continue the listing and trading of its Common
Stock on the Principal Market (including, without limitation, maintaining
sufficient net tangible assets) and will comply in all respects with the
Company's reporting, filing and other obligations under the bylaws or rules of
the Principal Market and shall provide Investor with copies of any
correspondence to or from such Principal Market which questions or threatens
delisting of the Common Stock, within one business day of the Company's receipt
thereof.

Section 6.4. Exchange Act Registration. The Company will cause its Common Stock
to continue to be registered under Section 12(b) or (g) of the Exchange Act,
will use its best efforts to comply in all respects with its reporting and
filing obligations under the Exchange Act, and will not take any action or file
any document (whether or not permitted by the Exchange Act or the rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under said Act.

Section 6.5. Legends. Upon conversion, the certificates evidencing the Common
Stock to be sold by the Investor pursuant to Section 9.1 shall be free of
legends, except as set forth in Article IX.

Section 6.6. Corporate Existence. The Company will take all steps necessary to
preserve and continue the corporate existence of the Company.

Section 6.7. Notice of Certain Events Affecting Registration. The Company will
immediately notify the Investor upon the occurrence of any of the following
events in respect of a registration statement or related prospectus in respect
of an offering of Registrable Securities; (i) receipt of any request for
additional information by the SEC or any other federal or state governmental
authority

                                       18
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during the period of effectiveness of the Registration Statement to be supplied
by amendments or supplements to the registration statement or related
prospectus; (ii) the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose;
(iii) receipt of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; (iv) the happening of any event that makes any
statement made in the Registration Statement or related prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in the
Registration Statement, related prospectus or documents so that, in the case of
the Registration Statement, it will not contain any 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 that in the case
of the related prospectus, it will not contain any 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, in the light of the circumstances
under which they were made, not misleading; and (v) the Company's reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate; and the Company will promptly make available to the
Investor any such supplement or amendment to the related prospectus.

      (a)    Consolidation; Merger. The Company shall not, at any time after the
date hereof, effect any merger or consolidation of the Company with or into, or
a transfer of all or substantially all of the assets of the Company to, another
entity (a "Consolidation Event") unless the resulting successor or acquiring
entity (if not the Company) assumes by written instrument or by operation of law
the obligation to deliver to the Investor such shares of stock and/or securities
as the Investor is entitled to receive pursuant to this Agreement.

Section 6.8. Issuance of Preferred Shares and Warrant Shares. The sale of the
Preferred Stock and the issuance of the Warrant Shares pursuant to exercise of
the Warrant and the Conversion Shares upon conversion of the Preferred Stock
shall be made in accordance with the provisions and requirements of Section 4(2)
of Regulation D and any applicable state securities law. The Company shall make
all necessary SEC and "blue sky" filings required to be made by the Company in
connection with the sale of the Securities to the Investor as required by all
applicable Laws, and shall provide a copy thereof to the Investor promptly after
such filing.

Section 6.9  Limitation on Future Financing. The Company agrees that it will
not, without the consent of the Investor, enter into any financing at a discount
to Market Price until six months after the effective date of the Registration
Statement, other than the sale of shares of Common Stock and warrants
representing a 40% equity interest in the Company to a group of foreign
investors as described in the Company's Form 10-QSB/A for the fiscal quarter
ended March 31, 1999; provided, however, anything to the contrary appearing
herein notwithstanding, neither this Section nor any other provision hereof
shall be construed to restrict or prohibit the Company's right to restructure,
amend or modify any facility existing on the date hereof that does not
materially impair the rights of the holders of the Preferred Stock.

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                                   ARTICLE VII

                       SURVIVAL; INDEMNIFICATION; RELEASE

Section 7.1. Survival. The representations, warranties and covenants made by
each of the Company and Investor in this Agreement, the annexes, schedules and
exhibits hereto and in each instrument, agreement and certificate entered into
and delivered by them pursuant to this Agreement, shall survive the Closing and
the consummation of the transactions contemplated hereby. In the event of a
breach or violation of any of such representations, warranties or covenants, the
party to whom such representations, warranties or covenants have been made shall
have all rights and remedies for such breach or violation available to it under
the provisions of this Agreement or otherwise, whether at law or in equity,
irrespective of any investigation made by or on behalf of such party on or prior
to the Closing Date.

Section 7.2. Indemnity. The Company hereby agrees to indemnify and hold harmless
the Investor, its Affiliates and their respective officers, directors, partners
and members (collectively, the "Investor Indemnitees"), from and against any and
all losses, claims, damages, judgments, penalties, liabilities and deficiencies
(collectively, "Losses"), and agrees to reimburse the Investor Indemnitees for
all out-of-pocket expenses (including the fees and expenses of legal counsel and
the cost of any investigation and preparation), in each case promptly as
incurred by the Investor Indemnitees and to the extent arising out of or in
connection with:

             1. any misrepresentation, omission of fact or breach of any of the
      Company's representations or warranties contained in this Agreement, the
      annexes, schedules or exhibits hereto or any instrument, agreement or
      certificate entered into or delivered by the Company pursuant to this
      Agreement;

             2. any failure by the Company to perform in any material respect
      any of its covenants, agreements, undertakings or obligations set forth in
      this Agreement, the annexes, schedules or exhibits hereto or any
      instrument, agreement or certificate entered into or delivered by the
      Company pursuant to this Agreement; or

             3. any litigation directly against the Investor by non-affiliates
      of the Company relating to this Agreement and the transactions
      contemplated hereby.

             Investor hereby agrees to indemnify and hold harmless the Company,
its Affiliates and their respective officers, directors, partners and members
(collectively, the "Company Indemnitees"), from and against any and all Losses,
and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses
(including the fees and expenses of legal counsel and the cost of any
investigation and preparation), in each case promptly as incurred by the Company
Indemnitees and to the extent arising out of or in connection with:

             1. any misrepresentation, omission of fact, or breach of any of
Investor's representations or warranties contained in this Agreement, the
annexes, schedules or exhibits hereto or any instrument, agreement or
certificate entered into or delivered by Investor pursuant to this Agreement; or

                                       20
   21

             2. any failure by Investor to perform in any material respect any
of its covenants, agreements, undertakings or obligations set forth in this
Agreement or any instrument, certificate or agreement entered into or delivered
by Investor pursuant to this Agreement.

Section 7.3. Notice. Promptly after receipt by either party hereto seeking
indemnification pursuant to Section 7.2 (an "Indemnified Party") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to Section
7.2 is being sought (the "Indemnifying Party") of the commencement thereof; but
the omission to so notify the Indemnifying Party shall not relieve it from any
liability that it otherwise may have to the Indemnified Party, except to the
extent that the Indemnifying Party is materially prejudiced and forfeits
substantive rights and defenses by reason of such failure. In connection with
any Claim as to which both the Indemnifying Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding the assumption of the defense of any Claim by the Indemnifying
Party, the Indemnified Party shall have the right to employ separate legal
counsel and to participate in the defense of such Claim, and the Indemnifying
Party shall bear the reasonable fees, out-of-pocket costs and expenses of such
separate legal counsel to the Indemnified Party if (and only if): (x) the
Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and
expenses, (y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party by the same legal counsel would not be appropriate due to actual or, as
reasonably determined by legal counsel to the Indemnified Party, potentially
differing interests between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are in addition to or disparate from those available to the Indemnifying Party,
or (z) the Indemnifying Party shall have failed to employ legal counsel
reasonably satisfactory to the Indemnified Party within a reasonable period of
time after notice of the commencement of such Claim. If the Indemnified Party
employs separate legal counsel in circumstances other than as described in
clauses (x), (y) or (z) above, the fees, costs and expenses of such legal
counsel shall be borne exclusively by the Indemnified Party. Except as provided
above, the Indemnifying Party shall not, in connection with any Claim in the
same jurisdiction, be liable for the fees and expenses of more than one firm of
legal counsel for the Indemnified Party (together with appropriate local
counsel). The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party (which consent shall not unreasonably be withheld), settle
or compromise any Claim or consent to the entry of any judgment that does not
include an unconditional release of the Indemnified Party from all liabilities
with respect to such Claim or judgment.

Section 7.4. Direct Claims. In the event one party hereunder should have a claim
for indemnification that does not involve a claim or demand being asserted by a
third party, the Indemnified Party promptly shall deliver notice of such claim
to the Indemnifying Party. If the Indemnified Party disputes the claim, such
dispute shall be resolved by mutual agreement of the Indemnified Party and the
Indemnifying Party.

                                       21
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      Section 7.5 Release. (a) Effective upon the mutual execution hereof, the
Company, for itself and on behalf of all affiliated persons and entities,
representatives, and all predecessors in interest, successors and assigns,
hereby releases and forever discharges the Investor, and the Investor's direct
and indirect partners, officers, directors, employees, affiliates,
representatives, agents, trustees, beneficiaries, predecessors in interest,
successors in interest and nominees, of and from any and all claims, demands,
actions and causes of action, whether known or unknown, fixed or contingent,
arising prior to the Closing Date, that the Company may have had, may now have
or may hereafter acquire with respect to any matters whatsoever under, relating
to or arising from the Securities Purchase Agreement dated as of August 25,
1998, and Registration Rights Agreement dated as of August 25, 1998, shares of
Series A Convertible Preferred Stock issued to the Investor and the agreements
entered into in connection therewith (sometimes collectively referred to as the
"Series A Agreements"). The Company also fully waives (i) any defenses it may
have with respect to honoring the terms of the Series A Agreements, or any (ii)
offsets it may have with respect to the amounts owed under the Series A
Agreements.

             The Company represents, warrants and covenants that it has not, and
at the time this release becomes effective will not have, sold, assigned,
transferred or otherwise conveyed to any other person or entity all or any
portion of its rights, claims, demands, actions or causes of action herein
released.

             (b) Effective upon the mutual execution hereof, the Investor, for
itself and on behalf of all affiliated persons and entities, representatives,
and all predecessors in interest, successors and assigns, hereby releases and
forever discharges the Company and its officers, directors, employees,
affiliates, representatives, agents, trustees, beneficiaries, predecessors in
interest, and successors in interest, of and from any and all claims, demands,
actions and causes of action, whether known or unknown, fixed or contingent,
arising prior to the Closing Date, that the Company may have had, may now have
or may hereafter acquire with respect to any matters whatsoever under, relating
to or arising from the Series A Agreements, except for the breach of any
covenant contained in the Series A Agreements that has not been cured by the
Company. The Investor also fully waives (i) any defenses it may have with
respect to honoring the terms of the Series A Agreements, or any (ii) offsets it
may have with respect to the amounts owed under the Series A Agreements.

             The Investor represents, warrants and covenants that it has not,
and at the time this release becomes effective will not have, sold, assigned,
transferred or otherwise conveyed to any other person or entity all or any
portion of its rights, claims, demands, actions or causes of action herein
released.

                                       22
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                                  ARTICLE VIII

           DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

Section 8.1. Due Diligence Review. The Company shall make available for
inspection and review by the Investor, advisors to and representatives of the
Investor (who may or may not be affiliated with the Investor and who are
reasonably acceptable to the Company), any underwriter participating in any
disposition of the Registrable Securities on behalf of the Investor pursuant to
the Registration Statement, any such registration statement or amendment or
supplement thereto or any blue sky, NASD or other filing, all SEC Documents and
other filings with the SEC, and all other publicly available corporate documents
and properties of the Company as may be reasonably necessary for the purpose of
such review, and cause the Company's officers, directors and employees to supply
all such publicly available information reasonably requested by the Investor or
any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all
questions and other inquiries reasonably made or submitted by any of them),
prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Investor and such
representatives, advisors and underwriters and their respective accountants and
attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of the Registration Statement.

Section 8.2. Non-Disclosure of Non-Public Information

      (a)    The Company shall not disclose non-public information to the
Investor, advisors to or representatives of the Investor unless prior to
disclosure of such information the Company identifies such information as being
non-public information and provides the Investor, such advisors and
representatives with the opportunity to accept or refuse to accept such
non-public information for review. Other than disclosure of any comment letters
received from the SEC staff with respect to the Registration Statement, the
Company may, as a condition to disclosing any non-public information hereunder,
require the Investor's advisors and representatives to enter into a
confidentiality agreement in form reasonably satisfactory to the Company and the
Investor.

      (b)    Nothing herein shall require the Company to disclose non-public
information to the Investor or its advisors or representatives, and the Company
represents that it does not disseminate non-public information to any investors
who purchase stock in the Company in a public offering, to money managers or to
securities analysts, provided, however, that notwithstanding anything herein to
the contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting
non-public information (whether or not requested of the Company specifically or
generally during the course of due diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement
would cause such prospectus to include a material misstatement or to omit a
material fact required to be stated therein in order to make the statements,
therein in light of the circumstances in which they were made, not misleading.

                                       23
   24

Nothing contained in this Section 8.2 shall be construed to mean that such
persons or entities other than the Investor (without the written consent of the
Investor prior to disclosure of such information) may not obtain non-public
information in the course of conducting due diligence in accordance with the
terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due
diligence by such persons or entities, that the Registration Statement contains
an untrue statement of a material fact or omits a material fact required to be
stated in the Registration Statement or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading.

                                   ARTICLE IX

                                    LEGENDS

Section 9.1. Legends. Unless otherwise provided below, each certificate
representing Registrable Securities will bear the following legend or equivalent
(the "Legend"):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.

Upon the execution and delivery hereof, the Company is issuing to the transfer
agent for its Common Stock (and to any substitute or replacement transfer agent
for its Common Stock upon the Company's appointment of any such substitute or
replacement transfer agent) instructions in substantially the form of Exhibit E
hereto. Such instructions shall be irrevocable by the Company from and after the
date hereof or from and after the issuance thereof to any such substitute or
replacement transfer agent, as the case may be, except as otherwise expressly
provided in the Registration Rights Agreement. It is the intent and purpose of
such instructions, as provided therein, to require the transfer agent for the
Common Stock from time to time upon transfer of Registrable Securities by the
Investor to issue certificates evidencing such Registrable Securities free of
the Legend during the following periods and under the following circumstances
and without consultation by the transfer agent with the Company or its counsel
and without the need for any further advice or instruction or documentation to
the transfer agent by or from the Company or its counsel or the Investor:

      (a)    at any time after the Effective Date, upon surrender of one or more
certificates evidencing Common Stock that bear the Legend, to the extent
accompanied by a notice requesting the issuance of new certificates free of the
Legend to replace those surrendered; provided that (i) the

                                       24
   25

Registration Statement shall then be effective; (ii) the Investor confirms to
the transfer agent that it has sold, pledged or otherwise transferred or agreed
to sell, pledge or otherwise transfer such Common Stock in a bona fide
transaction to a third party that is not an affiliate of the Company; and (iii)
the Investor confirms to the transfer agent that the Investor has complied with
the prospectus delivery requirement.

      (b)    at any time upon any surrender of one or more certificates
evidencing Registrable Securities that bear the Legend, to the extent
accompanied by a notice requesting the issuance of new certificates free of the
Legend to replace those surrendered and containing representations that (i) the
Investor is permitted to dispose of such Registrable Securities without
limitation as to amount or manner of sale pursuant to Rule 144(k) under the
Securities Act or (ii) the Investor has sold, pledged or otherwise transferred
or agreed to sell, pledge or otherwise transfer such Registrable Securities in a
manner other than pursuant to an effective registration statement, to a
transferee who will upon such transfer be entitled to freely tradable
securities.

Any of the notices referred to above in this Section 9.1 may be sent by
facsimile to the Company's transfer agent.

Section 9.2. No Other Legend or Stock Transfer Restrictions. No legend other
than the one specified in Section 9.1 has been or shall be placed on the share
certificates representing the Common Stock and no instructions or "stop transfer
orders," so called, "stock transfer restrictions," or other restrictions have
been or shall be given to the Company's transfer agent with respect thereto
other than as expressly set forth in this Article IX.

Section 9.3. Investor's Compliance. Nothing in this Article shall affect in any
way the Investor's obligations under any agreement to comply with all
applicable securities laws upon resale of the Common Stock.

                                    ARTICLE X

                                 CHOICE OF LAW

Section 10.1. Governing Law. This Agreement 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 of such state. Each party hereto hereby submits to
the exclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State Court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each party hereto irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court has been brought in an inconvenient forum. Each party hereto hereby
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.

                                       25
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                                   ARTICLE XI

                          ASSIGNMENT; ENTIRE AGREEMENT

Section 11.1. Assignment. Neither this Agreement nor any rights of the Investor
or the Company hereunder may be assigned by either party to any other person.
Notwithstanding the foregoing, (a) the provisions of this Agreement shall inure
to the benefit of, and be enforceable by, any transferee of any of the Preferred
Stock purchased or acquired by the Investor hereunder with respect to the
Preferred Stock held by such person, and (b) upon the prior written consent of
the Company, which consent shall not unreasonably be withheld or delayed, the
Investor's interest in this Agreement may be assigned at any time, in whole or
in part, to any other person or entity (including any affiliate of the Investor)
who agrees to make the representations and warranties contained in Article III
and who agrees to be bound by the covenants of Article V.

                                   ARTICLE XII

                                    NOTICES

Section 12.1. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

If to the Company:                  Integrated Surgical Systems, Inc.
                                    1850 Research Park Drive
                                    Davis, CA  95616-4884
                                    Attention: Ramesh C. Trivedi
                                    Telephone: (530) 792-2600
                                    Facsimile:  (530) 792-2690

                                       26
   27

with a copy to:
(shall not constitute notice)       Snow  Becker Krauss P.C.
                                    605 Third Avenue
                                    New York, NY 10158
                                    Attention:  Jack Becker
                                    Telephone: (212) 687-3860
                                    Facsimile:  (212) 949-7052

if to the Investor:                 As set forth on the signature page hereto.

Either party hereto may from time to time change its address or facsimile number
for notices under this Section 12.1 by giving at least ten (10) days' prior
written notice of such changed address or facsimile number to the other party
hereto.

                                  ARTICLE XIII

                                  TERMINATION

Section 13.1. Termination by Mutual Written Consent. This Agreement may be
terminated and the transactions contemplated hereby may be abandoned, for any
reason and at any time prior to the Closing Date, by the mutual written consent
of the Company and the Investor.

Section 13.2. Termination by the Company or the Investors. This Agreement may be
terminated and the transactions contemplated hereby may be abandoned by action
of the Company or the Investors if (i) the Closing shall not have occurred at or
prior to 5:00 p.m., New York City time, on June 30, 1999; provided, however,
that the right to terminate this Agreement pursuant to this Section 13.2 shall
not be available to any party whose failure to fulfill any of its obligations
under this Agreement has been the cause of or resulted in the failure of the
Closing to occur at or before such time and date or (ii) any court or public or
governmental authority shall have issued an order, ruling, judgment or writ, or
there shall be in effect any law, restraining, enjoining or otherwise
prohibiting the consummation of any of the transactions contemplated by this
Agreement.

Section 13.3. Termination by the Investors. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned by the Investors at any
time prior to the Closing Date, if (i) the Company shall have failed to comply
in any material respect with any of its covenants or agreements contained in
this Agreement, (ii) there shall have been a breach by the Company with respect
to any representation or warranty made by it in this Agreement or (iii) there
shall be in existence any condition, having or reasonably and forseeably likely
to have a Material Adverse Effect.

                                       27
   28

Section 13.4. Termination by the Company. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned by the Company at any time
prior to the Closing Date, if (i) the Investors shall have failed to comply in
any material respect with any of their respective covenants or agreements
contained in this Agreement or (ii) there shall have been a breach by the
Investors with respect to any representation or warranty made by them in this
Agreement.

Section 13.5. Fees and Expenses of Termination. If this Agreement is terminated
for any reason, the Company shall reimburse the Investors for all of the
Investor's out-of-pocket costs and expenses incurred in connection with the
transactions contemplated by this Agreement (including, but not limited to, the
fees and disbursements of Investor's legal counsel as set forth in Section
14.7).

                                   ARTICLE XIV

                                 MISCELLANEOUS

Section 14.1. Counterparts/ Facsimile/ Amendments. This Agreement may be
executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall
be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. Except as
otherwise stated herein, in lieu of the original documents, a facsimile
transmission or copy of the original documents shall be as effective and
enforceable as the original. This Agreement may be amended only by a writing
executed by all parties.

Section 14.2. Entire Agreement. This Agreement, the Exhibits hereto, which
include, but are not limited to the Warrant, and the Registration Rights
Agreement, set forth the entire agreement and understanding of the parties
relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and written relating to the subject matter hereof. The terms and
conditions of all Exhibits to this Agreement are incorporated herein by this
reference and shall constitute part of this Agreement as is fully set forth
herein.

Section 14.3. Survival; Severability. The representations, warranties, covenants
and agreements of the parties hereto shall survive each Closing hereunder. In
the event that any provision of this Agreement becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that
such severability shall be ineffective if it materially changes the economic
benefit of this Agreement to any party.

Section 14.4. Title 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.

Section 14.5. Reporting Entity for the Common Stock. The reporting entity relied
upon for the determination of the trading price or trading volume of the Common
Stock on any given Trading Day

                                       28
   29

for the purposes of this Agreement shall be Bloomberg, L.P. or any successor
thereto. The written mutual consent of the Investor and the Company shall be
required to employ any other reporting entity.

Section 14.6. Replacement of Certificates. Upon (i) receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of a certificate representing the Preferred Stock or any Conversion
Shares or Warrant or any Warrant Shares and (ii) in the case of any such loss,
theft or destruction of such certificate, upon delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
(which shall not exceed that required by the Company's transfer agent in the
ordinary course) or (iii) in the case of any such mutilation, on surrender and
cancellation of such certificate, the Company at its expense will execute and
deliver, in lieu thereof, a new certificate of like tenor.

Section 14.7. Fees and Expenses. Each of the Company and the Investor agrees to
pay its own expenses incident to the performance of its obligations hereunder,
except that the Company shall pay the fees, expenses and disbursements of
Investor's counsel in an amount not to exceed 1% of the total Purchase Price of
the shares of Preferred Stock purchased by the Investor.

                                       29
   30

Section 14.8. Brokerage. Each of the parties hereto represents that it has had
no dealings in connection with this transaction with any finder or broker who
will demand payment of any fee or commission from the other party except for
Trinity Capital Advisors, Inc. as set forth on the Schedule of Exceptions, whose
fee shall be paid by the Company. The Company on the one hand, and the Investor,
on the other hand, agree to indemnify the other against and hold the other
harmless from any and all liabilities to any person claiming brokerage
commissions or finder's fees on account of services purported to have been
rendered on behalf of the indemnifying party in connection with this Agreement
or the transactions contemplated hereby.

             IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by the undersigned, thereunto duly authorized, as of the date
first set forth above.

                                    INTEGRATED SURGICAL SYSTEMS, INC.

                                    By:
                                       ------------------------------
                                       Ramesh C. Trivedi
                                       Chief Executive Officer and President

Jurisdiction of Incorporation
  of Investor:                      INVESTOR
              ---------------
Address:                            Name:
        ---------------------             ---------------------
                                    By:
        ---------------------             ---------------------
                                    Title:
        ---------------------             ---------------------
                                          Authorized Signatory
        ---------------------

Telephone:
        ---------------------

Telecopier:
          -------------------

Amount of investment:
                      ------------

                                       i
   31
                                                                       EXHIBIT A

                          CERTIFICATE OF DESIGNATIONS,

                            PREFERENCES AND RIGHTS OF

                     SERIES C CONVERTIBLE PREFERRED STOCK OF

                        INTEGRATED SURGICAL SYSTEMS, INC.

                     PURSUANT TO SECTION 151 OF THE DELAWARE

                             GENERAL CORPORATION LAW

          Integrated Surgical Systems, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (hereinafter the "Corporation"), in accordance with the provisions of
Section 151(g) thereof, DOES HEREBY CERTIFY that, by unanimous written consent
in lieu of a meeting of the Board of Directors of the Corporation dated as of
June 4, 1999:

      FIRST: The following resolution was duly adopted by the Board of Directors
of the Corporation:

      "RESOLVED: That pursuant to the authority vested in the Board of Directors
of the Corporation by Article 4 of the Corporation's restated certificate of
incorporation, as amended (the "Certificate of Incorporation"), a series of
Preferred Stock of the Corporation be, and it hereby is, created out of the
authorized but unissued shares of the capital stock of the Corporation, such
series to be designated Series C Convertible Preferred Stock (the "Series C
Convertible Preferred Stock"), to consist of 750 shares, par value $0.01 per
share, of which the preferences and relative and other rights, and the
qualifications, limitations or restrictions thereof, shall be as set forth in
the Certificate of Designations annexed hereto:

      1.  NUMBER OF SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK. Of the
995,480 shares of authorized but unissued Preferred Stock, $0.01 par value
("Preferred Stock") of the Corporation, seven hundred fifty (750) shares shall
be designated and known as Series C Convertible Preferred Stock, par value $0.01
per share ("Series C Convertible Preferred Stock").

      2.  VOTING.

          (a) Unless required by law, no holder of any shares of Series C
Convertible Preferred Stock shall be entitled to vote at any meeting of
stockholders of the Corporation (or any written actions of stockholders in lieu
of meetings) with respect to any matters presented to the stockholders of the
Corporation for their action or consideration. Notwithstanding the foregoing,
the Corporation shall provide each holder of record of Series C Convertible
Preferred Stock with timely notice of every meeting of stockholders of the
Corporation and shall provide each holder with copies of all proxy materials
distributed in connection therewith.

          (b) So long as shares of Series C Convertible Preferred Stock are
outstanding, the Corporation shall not, without first obtaining the approval (by
vote or written consent, as provided by the Delaware General Corporation Law) of
the holders of at least 85% of the then outstanding shares of Series C
Convertible Preferred Stock:

   32

               (i) alter or change the rights, preferences or privileges of the
Series C Convertible Preferred Stock;

               (ii) create any new class or series of capital stock ranking on a
parity with ("Pari Passu Securities") or a preference over the Series C
Convertible Preferred Stock as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation ("Senior Securities") or alter or
change the rights, preferences or privileges of any Senior Securities so as to
affect adversely the Series C Convertible Preferred Stock;

               (iii) increase the authorized number of shares of Series C
Convertible Preferred Stock; or

               (iv) do any act or thing not authorized or contemplated by this
Certificate of Designations which would result in taxation of the holders of
shares of the Series C Convertible Preferred Stock under Section 305 of the
Internal Revenue Code of 1986, as amended (or any comparable provision of the
Internal Revenue Code as hereafter from time to time amended).

          In the event holders of at least 85% of the then outstanding shares of
Series C Convertible Preferred Stock agree to allow the Corporation to alter or
change the rights, preferences or privileges of the shares of Series C
Convertible Preferred Stock, pursuant to subsection (b) above, so as to affect
the Series C Convertible Preferred Stock, then the Corporation will deliver
notice of such approved change to the holders of the Series C Convertible
Preferred Stock that did not agree to such alteration or change (the "Dissenting
Holders") and Dissenting Holders shall have the right for a period of thirty
(30) days to convert any and all shares of then held Series C Convertible
Preferred Stock pursuant to the terms of this Certificate of Designations as in
effect prior to such alteration or change, or else to continue to hold their
shares of Series C Convertible Preferred Stock.

      3.  DIVIDENDS.

          No holder of any shares of Series C Convertible Preferred Stock shall
be entitled to receive any dividends.

      4.  LIQUIDATION.

          (a) If the Corporation shall commence a voluntary case under the
Federal bankruptcy laws or any other applicable Federal or state bankruptcy,
insolvency or similar law, or consent to the entry of an order for relief in an
involuntary case under any law or to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of the
Corporation or of any substantial part of its property, or make an assignment
for the benefit of its creditors, or admit in writing its inability to pay its
debts generally as they become due, or if a decree or order for relief in
respect of the Corporation shall be entered by a court having jurisdiction in
the premises in an involuntary case under the Federal bankruptcy laws or any
other applicable Federal or state bankruptcy, insolvency or similar law
resulting in the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Corporation or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order shall be unstayed and in effect for a
period of thirty (30) consecutive days and, on account of any such event, the
Corporation shall liquidate, dissolve or wind up, or if the Corporation shall
otherwise

                                       2
   33

liquidate, dissolve or wind up (each such event being considered a "Liquidating
Event"), no distribution shall be made to the holders of any shares of capital
stock of the Corporation upon liquidation, dissolution or winding up unless
prior thereto, the holders of shares of Series C Convertible Preferred Stock
shall have received the Liquidation Preference (as defined in Article 4(c)) with
respect to each share. If upon the occurrence of a Liquidation Event, the assets
and funds available for distribution among the holders of the Series C
Convertible Preferred Stock and holders of Pari Passu Securities shall be
insufficient to permit the payment to such holders of the preferential amounts
payable thereon, then the entire assets and funds of the Corporation legally
available for distribution to the Series C Convertible Preferred Stock and the
Pari Passu Securities shall be distributed ratably among such shares in
proportion to the ratio that that Liquidation Preference payable on each such
share bears to the aggregate Liquidation Preference payable on all such shares.

               (b) At the option of each holder of the Series C Convertible
Preferred Stock, the sale, conveyance of disposition of all or substantially all
of the assets of the Corporation, the effectuation by the Corporation of a
transaction or series or related transactions in which more than 50% of the
voting power of the Corporation is disposed of, or the consolidation, merger or
other business combination of the Corporation with or into any other Person or
Persons when the Corporation is not the survivor shall be deemed to be a
liquidation, dissolution or winding up of the Corporation pursuant to which the
Corporation shall be required to distribute, upon consummation of and as a
condition to such transaction an amount equal to the Liquidation Preference with
respect to each outstanding share of Series C Convertible Preferred Stock held
by such Holder in accordance with and subject to the terms of this Article 4.

               (c) The Liquidation Preference shall be the Stated Value of
$1,000 per share of Series C Convertible Preferred Stock.

               (d) The Series C Convertible Preferred Stock shall rank on a
parity with the Corporation's Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock as to the distribution of the assets of the
Corporation upon liquidation, dissolution or winding up of the Corporation.

      5.  OPTIONAL CONVERSION. The holders of shares of Series C Convertible
Preferred Stock shall have the following conversion rights:

          (a) RIGHT TO CONVERT; CONVERSION PRICE. Subject to the terms,
conditions, and restrictions of this Paragraph 5, the holder of any shares of
Series C Convertible Preferred Stock shall have the right to convert each such
share of Series C Convertible Preferred Stock (except that upon any liquidation
of the Corporation, the right of conversion shall terminate at the close of
business on the business day fixed for payment of the amount distributable on
the Series C Convertible Preferred Stock) into an amount of shares of Common
Stock equal to the Stated Value of such share or shares of Series C Convertible
Preferred Stock divided by (i) the lowest intraday or closing price at which a
trade of the Common Stock is executed, as reported by Bloomberg L.P., on the
principal market for the Corporation's Common Stock (the "Principal Market")
during the period of five Trading Days ending with the last Trading Day prior to
the date of conversion (the "Conversion Date") (the "Market Price"), after (ii)
discounting the Market Price by 15% to determine the conversion price (the
"Conversion Price"). To illustrate, if the Market Price as of the Conversion
Date is $3.00 and 100 shares of Series C Convertible Preferred Stock are being
converted, the Stated Value for which would be $100,000, then the Conversion
Price shall be $2.55

                                       3
   34

per share of Common Stock ($3.00 x .85), whereupon the Stated Value of $100,000
of Series C Convertible Preferred Stock would entitle the holder thereof to
convert the 100 shares of Series C Convertible Preferred Stock into 39,216
shares of Common Stock ($100,000 divided by $2.55 equals 39,216). However, in no
event shall the Conversion Price be greater than 150% of the lowest price at
which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on
the Principal Market during the period of five Trading Days ending with the last
Trading Day prior to the Original Issuance Date, as defined in the next
paragraph (the "Maximum Conversion Price"). In addition, if the Conversion Price
on any Conversion Date is less than $3.00, then instead of issuing shares of
Common Stock upon conversion, upon prior written notice to the holder, the
Corporation may elect to pay the holder an amount in cash equal to (i) the
closing sale price on the Principal Market on the day prior to the Conversion
Date multiplied by (ii) the number of shares of Common Stock which would
otherwise be issuable to the holder upon such conversion, or any combination of
cash and shares of Common Stock. If notice of the Corporation's election to pay
the holder in cash is not received by the holder prior to the receipt by the
Corporation of a Conversion Notice, the Corporation shall pay the holder in
shares of Common Stock.

          (b) CONVERSION DATE. (i) The holder of any shares of Series C
Convertible Preferred Stock may convert: 90 days after the Original Issuance
Date, 25% of the cumulative amount of shares of Series C Convertible Preferred
Stock held by such holder; 120 days after the Original Issuance Date, 50% of the
cumulative amount of shares of Series C Convertible Preferred Stock held by such
holder; 150 days after the Original Issuance Date, 75% of the cumulative amount
of shares of Series C Convertible Preferred Stock held by such holder; and 180
days after the Original Issuance Date, 100% of the cumulative amount of shares
of Series C Convertible Preferred Stock held by such holder. In the event that
the Market Price exceeds the Maximum Conversion Price at any time prior to 180
days after the date upon which the Series C Convertible Preferred Stock was
originally issued (the "Original Issuance Date"), then all of the shares of
Series C Convertible Preferred Stock shall become immediately convertible.

               (ii) No shares of Series C Convertible Preferred Stock may be
converted into Common Stock, to the extent that, after giving effect to the
conversion and issuance of the Common Stock to be issued pursuant to the
applicable Conversion Notice, the total number of shares of Common Stock deemed
beneficially owned by the holder requesting conversion (other than by virtue of
the ownership of unconverted shares of Series C Convertible Preferred Stock or
the ownership of other securities that have limitations on a holder's rights to
exchange, convert or exercise similar to those limitations set forth herein),
together with all shares of Common Stock deemed beneficially owned by such
holder's Affiliates (as defined in Rule 405 of the Securities Act of 1933, as
amended) that would be aggregated for purposes of determining whether a group
under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, would exceed 5% of the total issued and
outstanding shares of Common Stock. If any court of competent jurisdiction shall
determine that the foregoing limitation is ineffective to prevent a holder from
being deemed the beneficial owner of more than 5% of the then outstanding shares
of Common Stock, then the Corporation shall redeem so many of such holder's
shares of Series C Convertible Preferred Stock pursuant to Paragraph 7(a) hereof
as are necessary to cause such holder to be deemed the beneficial owner of not
more than 5% of the then outstanding shares of Common Stock.

               (iii) Unless the Corporation shall have obtained the approval of
its voting stockholders to such issuance, if required in accordance with the
rules of the Principal Market, the Corporation shall not issue shares of Common
Stock upon conversion of any shares of Series C

                                       4
   35

Convertible Preferred Stock if such issuance of Common Stock, when added to the
number of shares of Common Stock previously issued by the Corporation upon
conversion of shares of the Series C Convertible Preferred Stock, would result
in the issuance of more than 19.9% of the number of shares of Common Stock which
were issued and outstanding on the Original Issuance Date. To the extent the
number of shares of Common Stock issuable upon conversion would but for the
limitation set forth in this Subparagraph 5(b)(iii) exceed such limit, the
Corporation shall redeem the shares of Series C Convertible Preferred Stock that
may not be converted into shares of Common Stock as a result of such limitation
for an amount in cash equal to the greater of (i) $1,500 per share of Series C
Convertible Preferred Stock and (ii) the Market Price of the Common Stock into
which such shares of Series C Convertible Preferred Stock could have been
converted but for such limitation on the date of the Conversion Notice.

          (c) NOTICE OF CONVERSION. The right of conversion shall be exercised
by the holder thereof by giving written notice (the "Conversion Notice") to the
Corporation, by facsimile or by registered mail or overnight delivery service,
with a copy by facsimile to the Corporation's then transfer agent for its Common
Stock, as designated by the Corporation from time to time, that the holder
elects to convert a specified number of shares of Series C Convertible Preferred
Stock representing a specified Stated Value thereof into Common Stock and, if
such conversion will result in the conversion of all of such holder's shares of
Series C Convertible Preferred Stock, by surrender of a certificate or
certificates for the shares so to be converted to the Corporation at its
principal office (or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the holders of the Series C
Convertible Preferred Stock) at any time during its usual business hours on the
date set forth in the Conversion Notice, together with a statement of the name
or names (with address) in which the certificate or certificates for shares of
Common Stock shall be issued. The Conversion Notice shall include therein the
Stated Value of shares of Series C Convertible Preferred Stock to be converted,
and a calculation (i) of the Market Price, (ii) the Conversion Price, and (iii)
the number of shares of Common Stock to be issued in connection with such
conversion.

          (d) ISSUANCE OF CERTIFICATES; TIME CONVERSION EFFECTED. (i) Promptly,
but in no event more than three business days, after the receipt of the
Conversion Notice referred to in Subparagraph 5(c) (and surrender of the
certificate or certificates for the share or shares of Series C Convertible
Preferred Stock to be converted within three business days after the receipt of
the Conversion Notice), the Corporation shall issue and deliver, or cause to be
issued and delivered, to the holder, registered in such name or names as such
holder may direct, a certificate or certificates for the number of whole shares
of Common Stock into which such shares of Series C Convertible Preferred Stock
are converted. To the extent permitted by law, such conversion shall be deemed
to have been effected on the date on which such Conversion Notice shall have
been received by the Corporation and at the time specified stated in such
Conversion Notice, which must be during the calendar day of such notice, and at
such time the rights of the holder of such share or shares of Series C
Convertible Preferred Stock shall cease, and the person or persons in whose name
or names any certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby. Issuance of shares of
Common Stock issuable upon conversion which are requested to be registered

                                       5
   36

in a name other than that of the registered holder shall be subject to
compliance with all applicable federal and state securities laws.

          (ii) The Corporation understands that a delay in the issuance of the
shares of Common Stock beyond three business days could result in economic loss
to the holder. As compensation to the holder for such loss, the Corporation
agrees to pay late payments to the holder for late issuance of shares of Common
Stock upon conversion in accordance with the following schedule (where "No.
Business Days Late" is defined as the number of business days beyond three (3)
business days from the date of receipt of the Conversion Notice):

      No. Business Days Late                             Late Payment For Each
                                                   $5,000 of Liquidation Preference
                                                        Amount Being Converted
- --------------------------------------      ----------------------------------------------
                                             
                1                                                $100
                2                                                $200
                3                                                $300
                4                                                $400
                5                                                $500
                6                                                $600
                7                                                $700
                8                                                $800
                9                                                $900
                10                                              $1,000
               >10                                 $1,000 + $200 for each Business Day
                                                          Late beyond 10 days

The Corporation shall pay any payments incurred under this Section in
immediately available funds upon demand. Nothing herein shall limit holder's
right to pursue injunctive relief and/or actual damages for the Corporation's
failure to issue and deliver Common Stock to the holder. Furthermore, in
addition to any other remedies which may be available to the holder, in the
event that the Corporation fails for any reason to effect delivery of such
shares of Common Stock within five business days the date of receipt of the
Conversion Notice, the holder will be entitled to revoke the relevant Conversion
Notice by delivering a notice to such effect to the Corporation whereupon the
Corporation and the holder shall each be restored to their respective positions
immediately prior to delivery of such Conversion Notice.

               (iii) If, at any time (a) the Corporation challenges, disputes or
denies the right of the holder to effect the conversion of the Series C
Convertible Preferred Stock into Common Shares or otherwise dishonors or rejects
any Conversion Notice delivered in accordance with this Section 5 or (b) any
third party who is not and has never been an Affiliate of the holder commences
any lawsuit or proceeding or otherwise asserts any claim before any court or
public or governmental authority which seeks to challenge, deny, enjoin, limit,
modify, delay or dispute the right of the holder hereof to effect the conversion
of the Series C Convertible Preferred Stock into Common Stock, then

                                       6
   37

the holder shall have the right, by written notice to the Corporation, to
require the Corporation to promptly redeem the Series C Convertible Preferred
Stock for cash at a redemption price equal to one hundred thirty-five percent
(135%) of the Stated Value thereof (the "Mandatory Purchase Amount"). Under any
of the circumstances set forth above, the Corporation shall be responsible for
the payment of all costs and expenses of the holder, including reasonable legal
fees and expenses, as and when incurred in disputing any such action or pursuing
its rights hereunder (in addition to any other rights of the holder).

               (iv) The holder shall be entitled to exercise its conversion
privilege notwithstanding the commencement of any case under 11 U.S.C. Section
101 et seq. (the "Bankruptcy Code"). In the event the Corporation is a debtor
under the Bankruptcy Code, the Corporation hereby waives to the fullest extent
permitted any rights to relief it may have under 11 U.S.C. Section 362 in
respect of the holder's conversion privilege. The Corporation hereby waives to
the fullest extent permitted any rights to relief it may have under 11 U.S.C.
Section 362 in respect of the conversion of the Series C Convertible Preferred
Stock. The Corporation agrees, without cost or expense the holder, to take or
consent to any and all action necessary to effectuate relief under 11 U.S.C.
Section 362.

          (e)  FRACTIONAL SHARES. No fractional shares shall be issued upon
conversion of Series C Convertible Preferred Stock into Common Stock. All
fractional shares shall be rounded up to the nearest whole share.

          (f)  REORGANIZATION OR RECLASSIFICATION. If any capital reorganization
or reclassification of the capital stock of the Corporation shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, or, in the
case of any consolidation, merger or mandatory share exchange of the Corporation
into any other company, then, as a condition of such reorganization,
reclassification or exchange, lawful and adequate provisions shall be made
whereby each holder of a share or shares of Series C Convertible Preferred Stock
shall thereupon have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore receivable upon the conversion of such share or shares
of Series C Convertible Preferred Stock, such shares of stock, securities or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore receivable upon such conversion had such
reorganization, reclassification or exchange not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of such holder to the end that the provisions hereof (including
without limitation provisions for adjustments of the conversion rights) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise of such
conversion rights.

          (g)  ADJUSTMENTS FOR SPLITS, COMBINATIONS, ETC. The Conversion Price
and the number of shares of Common Stock into which the Series C Convertible
Preferred Stock shall be convertible shall be adjusted for stock splits,
combinations, or other similar events. Additionally, an adjustment will be made
in the case of an exchange of Common Stock, consolidation or merger of the
Company with or into another corporation or sale of all or substantially all of
the assets of the Company in order to enable the holder of Series C Convertible
Preferred Stock to acquire the kind and the number of shares of stock or other
securities or property receivable in such event by a holder

                                       7
   38

of the number of shares of Common Stock that might otherwise have been issued
upon the conversion of the Series C Convertible Preferred Stock. No adjustment
to the Conversion Price will be made for dividends (other than stock dividends),
if any, paid on the Common Stock or for securities issued pursuant to exercise
for fair value of options, warrants, or restricted stock.

          (h) ADJUSTMENTS TO CONVERSION RATIO. For so long as any shares of
Series C Convertible Preferred Stock are outstanding, but no later than one year
from the effective date of a registration statement registering for resale by
the holders the shares of Common Stock issuable upon conversion of the Series C
Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to
an exemption from registration under the Securities Act (A) Common Stock at a
purchase price on the date of issuance thereof that is lower than the Conversion
Price at such date (other than shares of Common Stock issued upon conversion of
the Corporation's Series A Convertible Preferred Stock, Series B Convertible
Preferred Stock or in connection with the exercise of any warrants or options
outstanding on the Original Issuance Date or pursuant to the Corporation's 1998
Employee Stock Purchase Plan), (B) warrants or options with an exercise price on
the date of issuance of the warrants or options that is lower than the
Conversion Price on such date (other than options and stock awards granted
pursuant to the Corporation's 1995 and 1998 Stock Option Plans), or (C)
convertible, exchangeable or exercisable securities with a right to convert,
exchange or exercise at lower than the Conversion Price on the date of issuance
or conversion, as applicable, of such convertible, exchangeable or exercisable
securities (other than options and stock awards granted pursuant to the
Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to
the purchaser(s) thereof to demand that the Corporation register under the
Securities Act such Common Stock issued or the Common Stock for which such
warrants or options may be exercised or such convertible, exchangeable or
exercisable securities may be converted, exercised or exchanged, then the
Conversion Price shall be reduced to a rate equal to the lowest of any lower
rates since the most recently received Conversion Notice, and such Adjusted
Conversion Price shall apply to any future Conversion Notices received by the
Corporation. The Adjusted Conversion Price as it may exist from time to time
shall not apply retroactively to any shares of Series C Convertible Preferred
Stock converted prior to the implementation of such Adjusted Conversion Price.
Notwithstanding the foregoing, the Corporation may issue up to an aggregate
total of Three Hundred Thousand (300,000) shares of Common Stock (subject to
adjustment only for stock splits, stock dividends and reverse stock splits) at
any price determined by the Board of Directors, after the Original Issuance
Date, without causing an Adjusted Conversion Price.

      6.  MANDATORY CONVERSION.

          (a) MANDATORY CONVERSION DATE. If on or after the third anniversary of
the Original Issuance Date (such date as selected by the Corporation being the
"Mandatory Conversion Date"), there remain issued and outstanding any shares of
Series C Convertible Preferred Stock, then the Corporation shall be entitled to
require all (but not less than all) holders of shares of Series C Convertible
Preferred Stock then outstanding to convert their shares of Series C Convertible
Preferred Stock into shares of Common Stock or, at the option of the
Corporation, to buy out all such holders in cash, at the price set forth in
Subparagraph 5(a). The Corporation shall provide written notice (the "Mandatory
Conversion Notice") to the holders of shares of Series C Convertible Preferred
Stock of such mandatory conversion or such mandatory buy-out. The Mandatory
Conversion Notice shall include (i) the Stated Value of the shares of Series C
Convertible Preferred

                                       8
   39

Stock to be converted or bought out, (ii) the Conversion Price at the Mandatory
Conversion Date, and (iii) the number of shares of the Corporation's Common
Stock to be issued (or the amount of cash to be paid in the event of a buy-out)
upon such mandatory conversion or such mandatory buy-out at the then applicable
Conversion Price. Notwithstanding the foregoing, in no event shall the
Corporation convert that portion of the Series C Convertible Preferred Stock to
the extent that the issuance of Common Stock upon the conversion of such Series
C Convertible Preferred Stock, when combined with shares of Common Stock
received upon other conversions of Series C Convertible Preferred Stock by such
holder and any other holders of Series C Convertible Preferred Stock, would
exceed 19.99% of the Common Stock outstanding on the Original Issuance Date, or
as to any individual holder, make such holder the beneficial owner of 5% or more
of the Company's then outstanding Common Stock.

          (b) SURRENDER OF CERTIFICATES. On or before the Mandatory Conversion
Date, each holder of shares of Series C Convertible Preferred Stock shall
surrender his or its certificate or certificates for all such shares to the
Corporation at the place designated in such Mandatory Conversion Notice (or an
affidavit of lost certificate in form and content reasonably satisfactory to the
Corporation), and shall thereafter receive certificates for the number of shares
of Common Stock to which such holder is entitled or, in the event of a buy-out
by the Corporation, the amount of cash such holder is entitled within three
business days. On the Mandatory Conversion Date, all rights with respect to the
Series C Convertible Preferred Stock so converted, including the rights, if any,
to receive notices and vote, will terminate. All certificates evidencing shares
of Series C Convertible Preferred Stock that are required to be surrendered for
conversion in accordance with the provisions hereof, from and after the
Mandatory Conversion Date, shall be deemed to have been retired and cancelled,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date. The Corporation may thereafter take such
appropriate action as may be necessary to reduce the authorized Series C
Convertible Preferred Stock accordingly.

      7. REDEMPTION OF SERIES C CONVERTIBLE PREFERRED STOCK.

          (a) RIGHT TO REDEEM SERIES C CONVERTIBLE PREFERRED STOCK. At any time,
and from time to time, on and after the expiration of the earlier of (i) six
months from the Original Issuance Date or (ii) the closing of a registered
firm-commitment underwritten secondary offering of equity securities by the
Corporation for cash, the Corporation may, in its sole discretion, but shall not
be obligated to, redeem, in whole or in part, the then issued and outstanding
shares of Series C Convertible Preferred Stock, at a price (the "Redemption
Price") equal to the greater of (x) $1,500 per share of such Series C
Convertible Preferred Stock or (y) the Market Price of the Common Stock into
which such share of Series C Convertible Preferred Stock could be converted on
the date of the Redemption Notice (as hereinafter defined).

          (b) NOTICE OF REDEMPTION. The Corporation shall provide each holder of
record of the Series C Convertible Preferred Stock being redeemed with written
notice of redemption (the "Redemption Notice") not less than 30 days prior to
any date stipulated by the Corporation for the redemption of the Series C
Convertible Preferred Stock (the "Redemption Date"). The Redemption Notice shall
contain (i) the Redemption Date, (ii) the number of shares of Series C
Convertible Preferred Stock to be redeemed from the holder to whom the
Redemption Notice is delivered, (iii) instructions for surrender to the
Corporation of the certificate or certificates representing the shares

                                       9
   40

of Series C Convertible Preferred Stock to be redeemed, and (iv) a procedure for
the holder to specify the number of shares of Series C Convertible Preferred
Stock to be converted into Common Stock pursuant to Paragraph 5.

          (c) RIGHT TO CONVERT SERIES C CONVERTIBLE PREFERRED STOCK UPON RECEIPT
OF REDEMPTION NOTICE. Upon receipt of the Redemption Notice, the recipient
thereof shall have the option, at its sole election, to specify what portion of
the Series C Convertible Preferred Stock called for redemption in the Redemption
Notice shall be redeemed as provided in this Paragraph 7 or converted into
Common Stock in the manner provided in Paragraph 5. If the holder of the Series
C Convertible Preferred Stock called for redemption elects to convert any of
such shares, then such conversion shall take place on the Conversion Date
specified by the holder, but in no event after the Redemption Date, in
accordance with the terms of Paragraph 5.

          (d) SURRENDER OF CERTIFICATES; PAYMENT OF REDEMPTION PRICE. On or
before the Redemption Date, each holder of the shares of Series C Convertible
Preferred Stock to be redeemed shall surrender the required certificate or
certificates representing such shares to the Corporation, in the manner and at
the place designated in the Redemption Notice, and upon payment to the holder of
the Redemption Price, each such surrendered certificate shall be cancelled and
retired. If payment of such redemption price is not made in full by the
Redemption Date the Holder shall again have the right to convert the Series C
Convertible Preferred Stock as provided in Paragraph 5 hereof. If a certificate
is surrendered and all the shares evidenced thereby are not being redeemed, the
Corporation shall issue new certificates to be registered in the names of the
person(s) whose name(s) appear(s) as the owners on the respective surrendered
certificates and deliver such certificate to such person(s).

      8. NOTICES. In case at any time:

          (a) the Corporation shall declare any dividend upon its Common Stock
payable in cash or stock or make any other pro rata distribution to the holders
of its Common Stock; or

          (b) the Corporation shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights; or

          (c) there shall be any capital reorganization or reclassification of
the capital stock of the Corporation, or a consolidation or merger of the
Corporation with or into, or a sale of all or substantially all its assets to,
another entity or entities; or

          (d) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, or by telex or facsimile or by recognized overnight
delivery service to non-U.S. residents, addressed to each holder of any shares
of Series C Convertible Preferred Stock at the address of such holder as shown
on the books of the Corporation, (i) at least 10 days' prior written notice of
the date on which the books of the Corporation shall close or a record shall be
taken for such dividend, distribution or subscription rights or for determining
rights to vote in respect of any such

                                       10
   41

reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up and (ii) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, at least 10 days' prior written notice of the date when the same
shall take place. Such notice in accordance with the foregoing clause (i) shall
also specify, in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled thereto
and (ii) shall also specify the date on which the holders of Common Stock 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.

          9. STOCK TO BE RESERVED. The Corporation, upon the effective date of
this Certificate of Designations, has a sufficient number of shares of Common
Stock available to reserve for issuance upon the conversion of all outstanding
shares of Series C Convertible Preferred Stock. The Corporation will at all
times reserve and keep available out of its authorized Common Stock, solely for
the purpose of issuance upon the conversion of Series C Convertible Preferred
Stock as herein provided, such number of shares of Common Stock as shall then be
issuable upon the conversion of all outstanding shares of Series C Convertible
Preferred . The Corporation covenants that all shares of Common Stock which
shall be so issued shall be duly and validly issued, fully paid and
non-assessable. The Corporation will take all such action as may be so taken
without violation of any applicable law or regulation, or of any requirement of
any national securities exchange upon which the Common Stock may be listed to
have a sufficient number of authorized but unissued shares of Common Stock to
issue upon conversion of the Series C Convertible Preferred Stock. The
Corporation will not take any action which results in any adjustment of the
conversion rights if the total number of shares of Common Stock issued and
issuable after such action upon conversion of the Series C Convertible Preferred
Stock would exceed the total number of shares of Common Stock then authorized by
the Corporation's Restated Certificate of Incorporation, as amended.

          10. NO REISSUANCE OF SERIES C CONVERTIBLE PREFERRED STOCK. Shares of
Series C Convertible Preferred Stock which are converted into shares of Common
Stock as provided herein shall not be reissued.

          11. ISSUE TAX. The issuance of certificates for shares of Common Stock
upon conversion of Series C Convertible Preferred Stock shall be made without
charge to the holder for any United States issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series C Convertible
Preferred Stock which is being converted.

          12. CLOSING OF BOOKS. The Corporation will at no time close its
transfer books against the transfer of any Series C Convertible Preferred Stock
or of any shares of Common Stock issued or issuable upon the conversion of any
shares of Series C Convertible Preferred Stock in any manner which interferes
with the timely conversion of such Series C Convertible Preferred Stock, except
as may otherwise be required to comply with applicable securities laws.

                                       11
   42

          13. DEFINITIONS. As used in this Certificate of Designations, the term
"Common Stock" shall mean and include the Corporation's authorized Common Stock,
$0.01 par value, as constituted on the date of filing of these terms of the
Series C Convertible Preferred Stock, and shall also include any capital stock
of any class of the Corporation thereafter authorized which shall neither be
limited to a fixed sum or percentage of par value in respect of the rights of
the holders thereof to participate in dividends nor entitled to a preference in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; provided that the shares of Common
Stock receivable upon conversion of shares of Series C Convertible Preferred
Stock shall include only shares designated as Common Stock of the Corporation on
the date of filing of this instrument, or in case of any reorganization,
reclassification, or stock split of the outstanding shares thereof, the stock,
securities or assets provided for in Subparagraph 5(f) and (g). Any capitalized
terms used in this Certificate of Designations but not defined herein shall have
the meanings set forth in that certain Preferred Stock Purchase Agreement among
the Corporation and the other persons signatory thereto relating to the issuance
and sale of the Series C Convertible Preferred Stock to the holders of the
Series C Convertible Preferred Stock on the Original Issuance Date, a copy of
which will be provided to any stockholder of the Corporation upon request to the
Secretary of the Corporation, without charge.

          14. LOSS, THEFT, DESTRUCTION OF PREFERRED STOCK. Upon receipt of
evidence satisfactory to the Corporation of the loss, theft, destruction or
mutilation of certificates representing shares of Series C Convertible Preferred
Stock and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security reasonably satisfactory to the Corporation, or, in the
case of any such mutilation, upon surrender and cancellation of the Series C
Convertible Preferred Stock certificate, the Corporation shall make, issue and
deliver, in lieu of such lost, stolen, destroyed or mutilated certificates for
Series C Convertible Preferred Stock, new certificates for Series C Convertible
Preferred Stock of like tenor. The Series C Convertible Preferred Stock shall be
held and owned upon the express condition that the provisions of this
Paragraph14 are exclusive with respect to the replacement of mutilated,
destroyed, lost or stolen shares of Series B Preferred Stock and shall preclude
any and all other rights and remedies notwithstanding any law or statue existing
or hereafter enacted to the contrary with respect to the replacement of
negotiable instruments or other securities without the surrender thereof.

          15. WHO DEEMED ABSOLUTE OWNER. The Corporation may deem the person in
whose name the Series C Convertible Preferred Stock shall be registered upon the
registry books of the Corporation to be, and may treat it as, the absolute owner
of the Series C Convertible Preferred Stock for the purpose of conversion of the
Series C Convertible Preferred Stock and for all other purposes, and the
Corporation shall not be affected by any notice to the contrary. All such
payments and such conversion shall be valid and effectual to satisfy and
discharge the liability upon the Series C Convertible Preferred Stock to the
extent of the sum or sums so paid or the conversion so made.

          16. REGISTER. The Corporation shall keep at its principal office a
register in which the Corporation shall provide for the registration of the
Series C Convertible Preferred Stock.

                                       12
   43

Upon any transfer of the Series C Convertible Preferred Stock in accordance with
the provisions hereof, the Corporation shall register such transfer on the
Series C Convertible Preferred Stock register.

          17. WITHHOLDING. To the extent required by applicable law, the
Corporation may withhold amounts for or on account of any taxes imposed or
levied by or on behalf of any taxing authority in the United States having
jurisdiction over the Corporation from any payments made pursuant to the Series
C Convertible Preferred Stock.

          18. HEADINGS. The headings of the Sections of this Certificate of
Designations are inserted for convenience only and do not constitute a part of
this Certificate of Designations.

      IN WITNESS WHEREOF, Ramesh C. Trivedi, Chief Executive Officer and
President of the Corporation, under penalties of perjury, does hereby declare
and certify that this is the act and deed of the Corporation and the facts
stated herein are true and accordingly has signed this Certificate of
Designations as of this 8th day of June, 1999.

                        INTEGRATED SURGICAL SYSTEMS, INC.

                        By: /s/Ramesh C. Trivedi
                           ---------------------------------
                               Ramesh C. Trivedi
                               Chief Executive Officer and President

                                      13

   44
                                                                       EXHIBIT B

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN
OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE WARRANT OR THE SHARES
ISSUABLE UPON EXERCISE HEREOF IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS,
OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF
THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS; AND
IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE WARRANT OR
SUCH SHARES, WHICH OPINION AND WHICH COUNSEL SHALL BE SATISFACTORY TO THE
COMPANY IN ITS SOLE DISCRETION.

                             STOCK PURCHASE WARRANT

                   To Purchase       Shares of Common Stock of

                        INTEGRATED SURGICAL SYSTEMS, INC.

                  THIS CERTIFIES that, for value received, (the "Holder"), is
entitled, upon the terms and subject to the conditions hereinafter set forth, at
any time on or after December 10, 1999 and on or prior to December 9, 2003 (the
"Termination Date") but not thereafter, to subscribe for and purchase from
INTEGRATED SURGICAL SYSTEMS, INC., a corporation incorporated in Delaware (the
"Company"),
            shares (the "Warrant Shares") of Common Stock, par value US $0.01
per share of the Company (the "Common Stock"). The purchase price of one share
of Common Stock (the "Exercise Price") under this Warrant shall be equal to One
Hundred Thirty (130%) percent of the Market Price on the Closing Date (as those
terms are defined in the Preferred Stock Purchase Agreement dated as of June 10,
1999 ("Agreement"), between the Company and the Holder), as reported by
Bloomberg, L.P. The Exercise Price and the number of shares for which the
Warrant is exercisable shall be subject to adjustment as provided herein. This
Warrant is being issued in connection with the Agreement and is subject to its
terms and conditions. In the event of any conflict between the terms of this
Warrant and the Agreement, the Agreement shall control.

   45

                  1. Title of Warrant. Prior to the expiration hereof and
subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.

                  2. Authorization of Shares. The Company covenants that all
shares of Common Stock which may be issued upon the exercise of rights
represented by this Warrant will, upon exercise of the rights represented by
this Warrant, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with
such issue).

                  3. Exercise of Warrant. (a) Except as provided in Section 4
herein, exercise of the purchase rights represented by this Warrant may be made
at any time or times, before the close of business on the Termination Date, or
such earlier date on which this Warrant may terminate as provided in this
Warrant, by the surrender of this Warrant and the Notice of Exercise Form
annexed hereto duly executed, at the office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the Company) and upon payment of the Exercise Price of the shares thereby
purchased by cash, check or bank draft payable to the Company or by wire
transfer or cashier's check drawn on a United States bank; whereupon the holder
of this Warrant shall be entitled to receive a certificate for the number of
shares of Common Stock so purchased. Certificates for shares purchased hereunder
shall be delivered to the holder hereof within three (3) business days after the
date on which this Warrant shall have been exercised as aforesaid. Payment of
the Exercise Price of the shares may be by certified check or cashier's check or
by wire transfer to an account designated by the Company in an amount equal to
the Exercise Price multiplied by the number of Warrant Shares. This Warrant
shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date the Warrant has been exercised
by payment to the Company of the Warrant purchase price and all taxes required
to be paid by Holder, if any, pursuant to Section 5 prior to the issuance of
such shares have been paid. If this Warrant shall have been exercised in part,
the Company shall, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant.

                     (b) The Holder shall be entitled to exercise the Warrant
notwithstanding the commencement of any case under 11 U.S.C. Section 101 et seq.
(the "Bankruptcy Code"). In the event the Company is a debtor under the
Bankruptcy Code, the Company hereby waives to the fullest extent permitted any
rights to relief it may have under 11 U.S.C. Section 362 in respect of the
Holder's exercise right. The Company hereby waives to the fullest extent
permitted any rights to relief it may have under 11 U.S.C. Section 362 in
respect of the exercise of the Warrant. The Company agrees, without cost or
expense to the Holder, to take or consent to any and all action necessary to
effectuate relief under 11 U.S.C. Section 362.

                                       2
   46

                  4. No Fractional Shares or Scrip. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to the same fraction of the
Market Price per share of Common Stock as of the Closing Date.

                  5. Charges, Taxes and Expenses. Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made without
charge to the holder hereof for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the holder of this Warrant or in such name or names as may be
directed by the holder of this Warrant; provided, however, that in the event
certificates for shares of Common Stock are to be issued in a name other than
the name of the holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the holder hereof; and provided further, that upon any transfer
involved in the issuance or delivery of any certificates for shares of Common
Stock, the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

                  6. Closing of Books. The Company will not close its
shareholder books or records in any manner which prevents the timely exercise of
this Warrant.

                  7. Transfer, Division and Combination. (a) Subject to
compliance with any applicable securities laws, transfer of this Warrant and all
rights hereunder, in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at the
principal office of the Company, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment,
the Company shall execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denomination specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be
cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for
the purchase of shares of Common Stock without having a new Warrant issued.

                     (b) This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by Holder or its agent or attorney.
Subject to compliance with Section 7(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                                       3
   47

                     (c) The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 7.

                     (d) The Company agrees to maintain, at its aforesaid
office, books for the registration and the registration of transfer of the
Warrants.

                  8. No Rights as Shareholder until Exercise. This Warrant does
not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company prior to the exercise thereof. Upon the surrender of
this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares
so purchased shall be and be deemed to be issued to such holder as the record
owner of such shares as of the close of business on the later of the date of
such surrender or payment.

                  9. Loss, Theft, Destruction or Mutilation of Warrant. The
Company represents and warrants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant certificate or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

                  10. Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or legal holiday.

                  11. (a) Adjustments of Exercise Price and Number of Warrant
Shares. The number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to time
upon the happening of any of the following. In case the Company shall (i)
declare or pay a dividend in shares of Common Stock or make a distribution in
shares of Common Stock to holders of its outstanding Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the holder of this Warrant
shall be entitled to receive the kind and number of Warrant Shares or other
securities of the Company which he would have owned or have been entitled to
receive had such Warrant been exercised in advance thereof. Upon each such
adjustment of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the holder of this Warrant shall
thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per such Warrant
Share or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

                                       4
   48

                     (b) Reorganization, Reclassification, Merger, Consolidation
or Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then Holder shall have the right thereafter to receive, upon
exercise of the Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for adjustments of shares of Common Stock for
which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 11. For purposes of
this Section 11, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 11 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                     (c) Certain Limitations. Notwithstanding anything herein to
the contrary, the Company agrees not to enter into any transaction which, by
reason of any adjustment hereunder, would cause the Exercise Price to be less
than the par value per share of Common Stock.

                  12. Voluntary Adjustment by the Company. The Company may at
any time during the term of this Warrant, reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.

                  13. Notice of Adjustment. Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall promptly mail by registered or certified mail, return receipt
requested, to the holder of this Warrant notice of such adjustment or
adjustments

                                       5
   49

setting forth the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares (and other securities or property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made. Such notice, in absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.

                  14. Notice of Corporate Action.  If at any time

                     (a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

                     (b) there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any consolidation or merger of the Company with, or any sale,
transfer or other disposition of all or substantially all the property, assets
or business of the Company to, another corporation or,

                     (c) 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 to Holder (i) at
least 30 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).

                                       6
   50

                  15. Authorized Shares. The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this
Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of NASDAQ or any
domestic securities exchange upon which the Common Stock may be listed.

                     The Company shall not by any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use its best efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

                     Upon the request of Holder, the Company will at any time
during the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Warrant and
the obligations of the Company hereunder.

                     Before taking any action which would cause an adjustment
reducing the current Exercise Price below the then par value, if any, of the
shares of Common Stock issuable upon exercise of the Warrants, the Company shall
take any corporate action which may be necessary in order that the Company may
validly and legally issue fully paid and non-assessable shares of such Common
Stock at such adjusted Exercise Price.

                     Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

                                       7
   51

                  16. Required Registration. Pursuant to the terms and
conditions set forth in the Registration Rights Agreement entered into between
the Company and the Holders as of the date of issuance of this Warrant, the
Company shall prepare and file with the Commission not later than the 45th day
after the Closing Date, a Registration Statement relating to the offer and sale
of the Common Stock issuable upon exercise of the Warrants and shall use its
best efforts to cause the Commission to declare such Registration Statement
effective under the Securities Act as promptly as practicable but no later than
90 days after the closing date.

                  17. Miscellaneous.

                     (a) Issue Date; Jurisdiction. The provisions of this
Warrant shall be construed and shall be given effect in all respects as if it
had been issued and delivered by the Company on the date hereof. This Warrant
shall be binding upon any successors or assigns of the Company. This Warrant
shall constitute a contract under the laws of New York without regard to its
conflict of law, principles or rules, and be subject to arbitration pursuant to
the terms set forth in the Agreement.

                     (b) Restrictions. The holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.

                     (c) Nonwaiver and Expenses. No course of dealing or any
delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's rights, powers
or remedies, notwithstanding all rights hereunder terminate on the Termination
Date. If the Company fails to make, when due, any payments provided for
hereunder, or fails to comply with any other provision of this Warrant, the
Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys' fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.

                     (d) Notices. Any notice, request or other document required
or permitted to be given or delivered to the holder hereof by the Company shall
be delivered in accordance with the notice provisions of the Agreement.

                     (e) Limitation of Liability. No provision hereof, in the
absence of affirmative action by Holder to purchase shares of Common Stock, and
no enumeration herein of the rights or privileges of Holder hereof, shall give
rise to any liability of Holder for the purchase price of any Common Stock or as
a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.

                                       8
   52

                     (f) Remedies. Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

                     (g) Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors
and assigns of Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Stock.

                     (h) Cooperation. The Company shall cooperate with Holder in
supplying such information as may be reasonably necessary for Holder to complete
and file any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any Warrant or Restricted Common Stock.

                     (i) Indemnification. The Company agrees to indemnify and
hold harmless Holder from and against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees,
expenses and disbursements of any kind which may be imposed upon, incurred by or
asserted against Holder in any manner relating to or arising out of any failure
by the Company to perform or observe in any material respect any of its
covenants, agreements, undertakings or obligations set forth in this Warrant;
provided, however, that the Company will not be liable hereunder to the extent
that any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are
found in a final non-appealable judgment by a court to have resulted from
Holder's negligence, bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of the Company.

                     (j) Amendment. This Warrant and all other Warrants may be
modified or amended or the provisions hereof waived with the written consent of
the Company and the Holder.

                     (k) Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

                                       9
   53

                     (l) Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: June ___, 1999

                                          INTEGRATED SURGICAL SYSTEMS, INC.

                                       By:
                                          ---------------------------------
                                          Ramesh C. Trivedi
                                          Chief Executive Officer and President

                                       10
   54

                               NOTICE OF EXERCISE

To:    INTEGRATED SURGICAL SYSTEMS, INC.

                  (1) The undersigned hereby elects to purchase ________ shares
of Common Stock, par value $0.01 per share (the "Common Stock"), of INTEGRATED
SURGICAL SYSTEMS, INC. pursuant to the terms of the attached Warrant, and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.

                  (2) Please issue a certificate or certificates representing
said shares of Common Stock in the name of the undersigned or in such other name
as is specified below:

                         -------------------------------
                         (Name)

                         -------------------------------
                         (Address)

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

Dated:

                                                  ------------------------------
                                                  Signature

                                       1
   55

                                 ASSIGNMENT FORM

                        (To assign the foregoing warrant,
                         execute this form and supply
                        required information. Do not use
                        this form to exercise the warrant.)

                  FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to

                                               whose address is
- -----------------------------------------------

- ---------------------------------------------------------------.

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

                           Dated:                         ,
                                  ------------------------

                           Holder's Signature:
                                                -------------------------
                           Holder's Address:
                                              ---------------------------

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

Signature Guaranteed:
                       -------------------------------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.

                                      2
   56
                                                                       EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 10th day of June, 1999,
between INTEGRATED SURGICAL SYSTEMS, INC., a corporation incorporated under the
laws of the State of Delaware, and having its principal place of business at
1850 Research Park Drive, Davis, California 95616-4884 (the "Company") and the
person signatory hereto (the "Holder").

           WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Holder is purchasing from the Company, pursuant to a Preferred
Stock Purchase Agreement dated the date hereof (the "Purchase Agreement"),
shares of Series C Convertible Preferred Stock, $0.01 par value and a Warrant to
purchase       shares of the Company's Common Stock (terms not defined herein
shall have the meanings ascribed to them in the Purchase Agreement); and

           WHEREAS, the Company desires to grant to the Holder the registration
rights set forth herein with respect to the shares of Common Stock issuable upon
conversion of the Series C Convertible Preferred Stock and shares of Common
Stock underlying the Warrant (hereinafter referred to as the "Stock" or
"Securities" of the Company).

           NOW, THEREFORE, the parties hereto mutually agree as follows:

           Section 1. Registrable Securities. As used herein the term
"Registrable Security" means the Securities; provided, however, that with
respect to any particular Registrable Security, such security shall cease to be
a Registrable Security when, as of the date of determination, (i) it has been
effectively registered under the Securities Act of 1933, as amended (the "1933
Act") and disposed of pursuant thereto, (ii) registration under the 1933 Act is
no longer required for the immediate public distribution of such security
without limitation as to volume as a result of the provisions of Rule 144
promulgated under the 1933 Act, or (iii) it has ceased to be outstanding. The
term "Registrable Securities" means any and/or all of the securities falling
within the foregoing definition of a "Registrable Security." In the event of any
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Common Stock, such adjustment shall be deemed
to be made in the definition of "Registrable Security" as is appropriate in
order to prevent any dilution or enlargement of the rights granted pursuant to
this Agreement.

           Section 2. Restrictions on Transfer. The Holder acknowledges and
understands that prior to the registration of the Securities as provided herein,
the Securities are "restricted securities" as defined in Rule 144 promulgated
under the Act. The Holder understands that no disposition or transfer of the
Securities may be made by Holder in the absence of (i) an opinion of counsel to
the Holder that such transfer may be made without registration under the 1933
Act or (ii) such registration.

                With a view to making available to the Holder the benefits of
Rule 144 under the Securities Act or any other similar rule or regulation of the
Commission that may at any time

   57

permit the Holder to sell securities of the Company to the public without
registration ("Rule 144"), the Company agrees to:

                (a) comply with the provisions of paragraph (c)(1) of Rule 144;
and

                (b) file with the Commission in a timely manner all reports and
other documents required to be filed by the Company pursuant to Section 13 or
15(d) under the Exchange Act; and, if at any time it is not required to file
such reports but in the past had been required to or did file such reports, it
will, upon the request of any Holder, make available other information as
required by, and so long as necessary to permit sales of, its Registrable
Securities pursuant to Rule 144.

           Section 3.  Registration Rights.

                (a)   The Company agrees that it will prepare and file with the
Securities and Exchange Commission ("Commission"), within forty five (45) days
after the Closing Date, a registration statement on Form S-3 (or other
appropriate form of registration statement) under the 1933 Act (the
"Registration Statement"), at the sole expense of the Company (except as
provided in Section 3(c) hereof), in respect of all holders of Registrable
Securities, so as to permit a public offering and resale of the Registrable
Securities under the Act.

                The Company shall use its best efforts to cause the Registration
Statement to become effective within ninety (90) days from the Closing Date, or
if the Commission notifies the Company that it will not review the Registration
Statement, not later than ten business days thereafter. The number of shares
designated in the Registration Statement to be registered shall include all the
Warrant Shares and the number of shares of Common Stock which would be issued
assuming a Market Price of $1.00 per share of Common Stock, and shall include
appropriate language regarding reliance upon Rule 416 to the extent permitted by
the Commission. The Company will notify Holder of the effectiveness of the
Registration Statement within one business day of such event.

                (b)   The Company will maintain the Registration Statement or
post-effective amendment filed under this Section 3 hereof current under the
1933 Act until the earlier of (i) the date that all of the Registrable
Securities have been sold pursuant to the Registration Statement, (ii) the date
the holders thereof receive an opinion of counsel to the Company, which counsel
shall be reasonably acceptable to the Holder, that all Registrable Securities
may be sold under the provisions of Rule 144 without limitation as to volume,
(iii) all Registrable Securities have been otherwise transferred to Holders who
may trade such shares without restriction under the Securities Act, and the
Company has delivered a new certificate or other evidence of ownership for such
securities not bearing a restrictive legend, or (iv) all Registrable Securities
may be sold without any time, volume or manner limitations pursuant to Rule
144(k) or any similar provision then in effect under the Securities Act in the
opinion of counsel to the Company, which counsel shall be reasonably acceptable
to the Holder.

                (c)   All fees, disbursements and out-of-pocket expenses and
costs incurred

                                       2
   58

by the Company in connection with the preparation and filing of the Registration
Statement under subparagraph 3(a) and in complying with applicable securities
and Blue Sky laws (including, without limitation, all attorneys' fees) shall be
borne by the Company. The Holder shall bear the cost of underwriting discounts
and commissions, if any, applicable to the Registrable Securities being
registered and the fees and expenses of its counsel. The Holder and its counsel
shall have a reasonable period, not to exceed three (3) business days, to review
the proposed Registration Statement or any amendment thereto, prior to filing
with the Commission, and the Company shall provide each Holder with copies of
any comment letters received from the Commission with respect thereto. The
Company shall make reasonably available for inspection by Holder, any
underwriter participating in any disposition pursuant to the Registration
Statement, and any attorney, accountant or other agent retained by such Holder
or any such underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries, and
cause the Company's officers, directors and employees to supply all information
reasonably requested by such Holder or any such underwriter, attorney,
accountant or agent in connection with the Registration Statement, in each case,
as is customary for similar due diligence examinations; provided, however, that
all records, information and documents that are designated in writing by the
Company, in good faith, as confidential, proprietary or containing any material
non-public information shall be kept confidential by such Holder and any such
underwriter, attorney, accountant or agent (pursuant to an appropriate
confidentiality agreement in the case of any such Holder or agent), unless such
disclosure is made pursuant to judicial process in a court proceeding (after
first giving the Company an opportunity promptly to seek a protective order or
otherwise limit the scope of the information sought to be disclosed) or is
required by law, or such records, information or documents become available to
the public generally or through a third party not in violation of an
accompanying obligation of confidentiality; and provided further that, if the
foregoing inspection and information gathering would otherwise disrupt the
Company's conduct of its business, such inspection and information gathering
shall, to the maximum extent possible, be coordinated on behalf of the Holder
and the other parties entitled thereto by one firm of counsel designed by and on
behalf of the majority in interest of Holder and other parties. The Company
shall qualify any of the securities for sale in such states as such Holder
reasonably designates and shall furnish indemnification in the manner provided
in Section 6 hereof. However, the Company shall not be required to qualify in
any state which will require an escrow or other restriction relating to the
Company and/or the sellers. The Company at its expense will supply the Holder
with copies of the Registration Statement and the prospectus or offering
circular included therein and other related documents in such quantities as may
be reasonably requested by the Holder.

                (d)   The Company shall not be required by this Section 3 to
include a Holder's Registrable Securities in any Registration Statement which is
to be filed if, in the opinion of counsel for both the Holder and the Company
(or, should they not agree, in the opinion of another counsel experienced in
securities law matters acceptable to counsel for the Holder and the Company) the
proposed offering or other transfer as to which such registration is requested
is exempt from applicable federal and state securities laws and would result in
all purchasers or transferees obtaining securities which are not "restricted
securities", as defined in Rule 144 under the 1933 Act.

                (e)   In the event that (i) the Registration Statement to be
filed by the Company pursuant to Section 3(a) above is not filed with the
Commission within forty five (45) days

                                       3
   59

from the Closing Date, or the Registration Statement is not declared effective
by the Commission within ninety (90) days from the Closing Date, or if the
Commission notifies the Company that it will not review the Registration
Statement and the Registration Statement is not declared effective not later
than ten (10) business days thereafter, (ii) the Registration Statement is not
maintained as effective by the Company for the period set forth in Section 3(b)
above or (iii) an amendment to the Registration Statement was not filed by the
Company with the Commission and declared effective by the Commission on a timely
basis to include any additional number of shares of Stock as described in
Section 3(i), if necessary, then the Company will pay Holder (pro rated on a
daily basis), as liquidated damages for such failure and not as a penalty, two
(2%) percent of the purchase price of the then outstanding Registrable
Securities for the first thirty (30) days, and in the event of late filing,
three percent (3%) percent of the purchase price of the Registrable Securities
for every thirty (30) day period thereafter until the Registration Statement has
been filed and in the event of late effectiveness, one percent (1%) of the
purchase price of the Registrable Securities for every thirty (30) day period
thereafter until the Registration Statement has been declared effective. Such
payment of the liquidated damages shall be made to the Holder in cash,
immediately upon demand, provided, however, that the payment of such liquidated
damages shall not relieve the Company from its obligations to register the
Registrable Securities pursuant to this Section.

                Notwithstanding the above, if the Registration Statement
covering the Additional Registrable Securities (as defined in Section 3(i)
hereof) required to be filed by the Company pursuant to Section 3(i) hereof is
not filed with the Commission within 45 days after the Market Price declines to
$1.00 or less for five consecutive Trading Days, the Company shall be in default
of this Registration Rights Agreement.

                If the Company does not remit the damages to the Holder as set
forth above, the Company will pay the Holder reasonable costs of collection,
including attorneys fees, in addition to the liquidated damages. The
registration of the Securities pursuant to this provision shall not affect or
limit Holder's other rights or remedies as set forth in this Agreement.

                (f)   No provision contained herein shall preclude the Company
from selling securities pursuant to any Registration Statement in which it is
required to include Registrable Securities pursuant to this Section 3.

                (g)   If at any time or from time to time after the effective
date of the Registration Statement, the Company notifies the Holder in writing
of the existence of a Potential Material Event (as defined in Section 3(h)
below), the Holder shall not offer or sell any Registrable Securities or engage
in any other transaction involving or relating to Registrable Securities, from
the time of the giving of notice with respect to a Potential Material Event
until such Holder receives written notice from the Company that such Potential
Material Event either has been disclosed to the public or no longer constitutes
a Potential Material Event; provided, however, that the Company may not so
suspend the right to such holders of Securities for more than twenty (20) days
in the aggregate during any twelve month period, during the periods the
Registration Statement is required to be in effect. If a Potential Material
Event shall occur prior to the date the Registration Statement is filed, then
the Company's obligation to file the Registration Statement shall be delayed
without penalty for

                                       4
   60

not more than twenty (20) days. The Company must give Holder notice in writing
at least two (2) business days prior to the first day of the blackout period.

                (h)   "Potential Material Event" means any of the following: (a)
the possession by the Company of material information not ripe for disclosure in
a registration statement, which shall be evidenced by determinations in good
faith by the Chief Executive Officer or the Board of Directors of the Company
that disclosure of such information in the Registration Statement would be
detrimental to the business and affairs of the Company; or (b) any material
engagement or activity by the Company which would, in the good faith
determination of the Chief Executive Officer or the Board of Directors of the
Company, be adversely affected by disclosure in a registration statement at such
time, which determination shall be accompanied by a good faith determination by
the Chief Executive Officer or the Board of Directors of the Company that the
Registration Statement would be materially misleading absent the inclusion of
such information.

                (i)   In the event the Market Price declines to $1.00 or less
for five consecutive Trading Days (the "Decline Date"), the Company shall, to
the extent required by the Securities Act (because the additional shares were
not covered by the Registration Statement filed pursuant to Section 3(a)), as
reasonably determined by the Holder, file an additional Registration Statement
with the Commission for such additional number of Registrable Securities as
would be issuable upon conversion of the Preferred Stock (the "Additional
Registrable Securities"), in addition to those previously registered, assuming a
Market Price of $0.50 per share. The Company shall prepare and file with the
Commission not later than the 30th day after the Decline Date, a registration
statement relating to the offer and sale of such Additional Registrable
Securities (the "Additional Registration Statement") and shall use its best
efforts to cause the Commission to declare such Additional Registration
Statement effective under the Securities Act as promptly as practicable but not
later than 60 days thereafter. If the Additional Registration Statement is not
(i) filed with the commission by the 30th day after the Decline Date or (ii)
declared effective by the Commission within 90 days after the Decline Date
(either of which, without duplication, an "Additional Registration Date"), then
the Company shall make payments to the Holder as set forth in Section 3(e), for
late filing or effectiveness, as the case may be, relating to the Additional
Securities.

           Section 4. Cooperation with Company. Holder will cooperate with the
Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company and executing and
returning all documents reasonably requested in connection with the registration
and sale of the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an underwritten
offering, in usual and customary form, with the managing underwriter or
underwriters of such underwritten offering.

           Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Act, the Company shall (except as
otherwise provided in this Agreement), as expeditiously as possible:

                (a) (i) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may

                                       5
   61

be necessary to keep such registration statement effective and to comply with
the provisions of the Act with respect to the sale or other disposition of all
securities covered by such registration statement whenever the Holder of such
securities shall desire to sell or otherwise dispose of the same (including
prospectus supplements with respect to the sales of securities from time to time
in connection with a registration statement pursuant to Rule 415 promulgated
under the Act) and (ii) take all lawful action such that each of (A) the
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, not misleading and (B) the Prospectus forming part of the Registration
Statement, and any amendment or supplement thereto, does not at any time during
the Registration Period include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

                (b) (i) prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies thereof to the Holders and reflect in such documents all such comments as
the Holders (and their counsel) reasonably may propose respecting the Selling
Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish
to each Holder such numbers of copies of a prospectus including a preliminary
prospectus or any amendment or supplement to any prospectus, in conformity with
the requirements of the Act, and such other documents, as such Holder may
reasonably request in order to facilitate the public sale or other disposition
of the securities owned by such Holder;

                (c)   register and qualify the securities covered by the
Registration Statement under such other securities or blue sky laws of such
jurisdictions as the Holder shall reasonably request (subject to the limitations
set forth in Section 3(d) above), and do any and all other acts and things which
may be necessary or advisable to enable each Holder to consummate the public
sale or other disposition in such jurisdiction of the securities owned by such
Holder, except that the Company shall not for any such purpose be required to
qualify to do business as a foreign corporation in any jurisdiction wherein it
is not so qualified or to file therein any general consent to service of
process;

                (d)   list such securities on The Nasdaq SmallCap Market or
other national securities exchange on which any securities of the Company are
then listed, if the listing of such securities is then permitted under the rules
of such exchange or Nasdaq;

                (e)   enter into and perform its obligations under an
underwriting agreement, if the offering is an underwritten offering, in usual
and customary form, with the managing underwriter or underwriters of such
underwritten offering, including, but not limited to, the following:

                      (i) making such representations and warranties to the
Holder

                                       6
   62

participating in such underwritten offering and to the managers, in form,
substance and scope as are customarily made by the Company to underwriters in
secondary underwritten offerings;

                      (ii) obtaining opinions of counsel to the Company (which
counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managers) addressed to the underwriters, covering such
matters as are customarily covered in opinions requested in secondary
underwritten offerings (it being agreed that the matters to be covered by such
opinions shall include, without limitation, as of the date of the opinion and as
of the Effective Time of the Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from the
Registration Statement and the Prospectus, including any documents incorporated
by reference therein, of an untrue statement of a material fact or the omission
of a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading, subject to customary limitations);

                      (iii) obtaining "cold comfort" letters and updates thereof
from the independent public accountants of the Company (and, if necessary, from
the independent public accountants of any subsidiary of the Company or of any
business acquired by the Company, in each case for which financial statements
and financial data are, or are required to be, included in the Registration
Statement), addressed to each underwriter participating in such underwritten
offering (if such underwriter has provided such letter, representations or
documentation, if any, required for such cold comfort letter to be so
addressed), in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with secondary underwritten
offerings; and

                      (iv) delivering such documents and certificates as may be
reasonably required by the managers, if any;

                (f)   notify each Holder of Registrable Securities covered by
the Registration Statement, at any time when a prospectus relating thereto
covered by the Registration Statement is required to be delivered under the Act,
of the happening of any event of which it has knowledge as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and the Company
shall prepare and file a curative amendment under Section 5(a) as quickly as
commercially possible;

                (g)   as promptly as practicable after becoming aware of such
event, notify each Holder who holds Registrable Securities being sold (or, in
the event of an underwritten offering, the managing underwriters) of the
issuance by the Commission of any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest possible time and
take all lawful action to effect the withdrawal, recession or removal of such
stop order or other suspension;

                                       7
   63

                (h)   cooperate with the Holders who hold Registrable Securities
being offered to facilitate the timely preparation and delivery of certificates
for the Registrable Securities to be offered pursuant to the Registration
Statement and enable such certificates for the Registrable Securities to be in
such denominations or amounts, as the case may be, as the Holders reasonably may
request and registered in such names as the Holder may request; and, within
three business days after a Registration Statement which includes Registrable
Securities is declared effective by the Commission, deliver and cause legal
counsel selected by the Company to deliver to the transfer agent for the
Registrable Securities (with copies to the Holders whose Registrable Securities
are included in such Registration Statement) an appropriate instruction and, to
the extent necessary, an opinion of such counsel;

                (i)   take all such other lawful actions reasonably necessary to
expedite and facilitate the disposition by the Holders of their Registrable
Securities in accordance with the intended methods therefor provided in the
prospectus which are customary under the circumstances;

                (j)   make generally available to its security holders as soon
as practicable, but in any event not later than 18 months after (i) the
effective date (as defined in Rule 158(c) under the Securities Act) of the
Registration Statement, and (ii) the effective date of each post-effective
amendment to the Registration Statement, as the case may be, an earnings
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act and the rules and regulations of the commission thereunder
(including, at the option of the Company, Rule 158);

                (k)   in the event of an underwritten offering, promptly include
or incorporate in a Prospectus supplement or post-effective amendment to the
Registration Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such Prospectus supplement or post-effective amendment
as soon as practicable after it is notified of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment; and

                (l)   maintain a transfer agent and registrar for its Common
Stock.

           Section 6.  Indemnification.

                (a)   The Company agrees to indemnify and hold harmless the
Holder and each person, if any, who controls the Holder within the meaning of
the 1933 Act ("Distributing Holder") against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this Agreement,
include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees), to which the Distributing
Holder may become subject, under the 1933 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 the Registration Statement, or any related
preliminary prospectus, final prospectus, offering circular, notification or
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact

                                       8
   64

required to be stated therein or necessary to make the statements therein not
misleading; 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 an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, preliminary prospectus,
final prospectus, offering circular, notification or amendment or supplement
thereto in reliance upon, and in conformity with, written information furnished
to the Company by the Distributing Holder, specifically for use in the
preparation thereof. This Section 6(a) shall not inure to the benefit of any
Distributing Holder with respect to any person asserting such loss, claim,
damage or liability who purchased the Registrable Securities which are the
subject thereof if the Distributing Holder failed to send or give (in violation
of the 1933 Act or the rules and regulations promulgated thereunder) a copy of
the prospectus contained in such Registration Statement to such person at or
prior to the written confirmation to such person of the sale of such Registrable
Securities, where the Distributing Holder was obligated to do so under the 1933
Act or the rules and regulations promulgated thereunder.

                (b)   Each Distributing Holder agrees that it will indemnify and
hold harmless the Company, and each officer, director of the Company or person,
if any, who controls the Company within the meaning of the 1933 Act, against any
losses, claims, damages or liabilities (which shall, for all purposes of this
Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees) to which the Company or any
such officer, director or controlling person may become subject under the 1933
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 the Registration
Statement, or any related preliminary prospectus, final prospectus, offering
circular, notification or amendment or 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, but in each case only to the extent that such untrue statement
or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, preliminary prospectus, final prospectus, offering
circular, notification or amendment or supplement thereto in reliance upon, and
in conformity with, written information furnished to the Company by such
Distributing Holder, specifically for use in the preparation thereof.

                (c)   Promptly after receipt by an indemnified party under this
Section 6 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 6, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party
except to the extent of actual prejudice demonstrated by the indemnifying party.
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 in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof, subject to the provisions herein stated 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

                                       9
   65

under this Section 6 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless the indemnifying party shall not
pursue the action to its final conclusion. The indemnified party shall have the
right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall not be at the
expense of the indemnifying party if the indemnifying party has assumed the
defense of the action with counsel reasonably satisfactory to the indemnified
party; provided that if the indemnified party is the Distributing Holder, the
fees and expenses of such counsel shall be at the expense of the indemnifying
party if (i) the employment of such counsel has been specifically authorized in
writing by the indemnifying party, or (ii) the named parties to any such action
(including any impleaded parties) include both the Distributing Holder and the
indemnifying party and the Distributing Holder shall have been advised by such
counsel that there may be one or more legal defenses available to the
indemnifying party different from or in conflict with any legal defenses which
may be available to the Distributing Holder (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing Holder, it being understood, however, that the indemnifying
party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which firm shall be designated in writing by the Distributing Holder). No
settlement of any action against an indemnified party shall be made without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld.

           Section 7. Contribution. In order to provide for just and equitable
contribution under the 1933 Act in any case in which (i) the indemnified party
makes a claim for indemnification pursuant to Section 6 hereof but is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the 1933 Act may be
required on the part of any indemnified party, then the Company and the
applicable Distributing Holder shall contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (which shall, for all
purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and investigation and all reasonable attorneys' fees), in either such
case (after contribution from others) on the basis of relative fault as well as
any other relevant equitable considerations. The relative fault 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 on the one hand
or the applicable Distributing Holder on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Holder
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 7 shall be deemed to include any
legal or other

                                       10
   66

expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Holder be required to undertake liability to any person under this Section 7 for
any amounts in excess of the dollar amount of the proceeds to be received by
such Holder from the sale of such Holder's Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) pursuant to
any Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) underwriter be required to
undertake liability to any person hereunder for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the Registrable Securities underwritten by it and distributed
pursuant to the Registration Statement.

           Section 8. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

       If to the Company:                  Integrated Surgical Systems, Inc.
                                           1850 Research Park Drive
                                           Davis, CA  95616-4884
                                           Attention: Ramesh C. Trivedi
                                           Telephone: (530) 792-2600
                                           Facsimile:  (530) 792-2690

       with a copy to:                     Snow Becker Krauss P.C.
       (shall not constitute notice)       605 Third Avenue
                                           New York, NY  10158
                                           Attention:  Jack Becker
                                           Telephone: (212) 687-3860
                                           Facsimile:  (212) 949-7052

                                       11
   67

       If to the Holder:                   As set forth in the signature page of
                                           the Purchase Agreement.

           Either party hereto may from time to time change its address or
facsimile number for notices under this Section 8 by giving at least ten (10)
days' prior written notice of such changed address or facsimile number to the
other party hereto.

           Section 9. Assignment. This Agreement is binding upon and inures to
the benefit of the parties hereto and their respective heirs, successors and
permitted assigns. The rights granted the Holder under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or
the rights thereto) from Holder. In the event of a transfer of the rights
granted under this Agreement, the Holder agrees that the Company may require
that the transferee comply with reasonable conditions as determined in the
discretion of the Company.

           Section 10. Additional Covenants of the Company. The Company agrees
that at such time as it meets all the requirements for the use of Securities Act
Registration Statement on Form S-3 it shall file all reports and information
required to be filed by it with the Commission in a timely manner and take all
such other action so as to maintain such eligibility for the use of such form.

           Section 11. Counterparts/Facsimile. This Agreement may be executed in
two or more counterparts, each of which shall be constitute an original, but all
of which, when together shall constitute but one and the same instrument, and
shall become effective when one or more counterparts have been signed by each
party hereto and delivered to the other party. In lieu of the original, a
facsimile transmission or copy of the original shall be as effective and
enforceable as the original.

           Section 12. Termination of Registration Rights. The rights granted
pursuant to this Agreement shall terminate as to each Holder (and permitted
transferees or assignees ) upon the occurrence of any of the following:

           (a)  all Holder's securities subject to this Agreement have been
registered and sold; or

           (b)  such Holder's securities subject to this Agreement may be sold
without such registration and without limitation as to volume pursuant to Rule
144(k) promulgated by the SEC pursuant to the Securities Act.

           Section 13. Remedies. The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full

                                       12
   68

force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

           Section 14. Conflicting Agreements. The Company shall not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. Without limiting the generality
of the foregoing, without the written consent of the Holders of a majority in
interest of the Registrable Securities, the Company shall not grant to any
person the right to request it to register any of its securities under the
Securities Act unless the rights so granted are subject in all respect to the
prior rights of the holders of Registrable Securities set forth herein, and are
not otherwise in conflict or inconsistent with the provisions of this Agreement.
The restrictions on the Company's rights to grant registration rights under this
paragraph shall terminate on the date of the Registration Statement to be filed
pursuant to Section 3(a) is declared effective by the Commission.

           Section 15. Headings. The headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

           Section 16. Governing Law. This Agreement 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 of such state. Each party hereto hereby
submits to the exclusive jurisdiction of the United States District Court for
the Southern District of New York and of any New York State Court sitting in New
York City for purposes of all legal proceedings arising out of or relating to
this Agreement. Each party hereto irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court has been brought in
an inconvenient forum. Each party hereto hereby irrevocably waives any and all
right to trial by jury in any legal proceeding arising out of or relating to
this Agreement.

           Section 16A. Amendment and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of the holder
or holders of the sum of the 75% or more of the shares of (i) Registrable
Securities issued at such time, plus (ii) Registrable Securities issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exercised or converted in full as of the date
such consent is sought). Each holder of any Registrable Securities at the time
or thereafter outstanding shall be bound by any consent authorized by this
Section 16A, whether or not such Registrable Securities shall have been marked
to indicate such consent.

                                       13
   69

           Section 17. Severability. If any provision of this Agreement shall
for any reason be held invalid or unenforceable, such invalidity or
unenforceablity shall not affect any other provision hereof and this Agreement
shall be construed as if such invalid or unenforceable provision had never been
contained herein. Terms not otherwise defined herein shall be defined in
accordance with the Agreement.

           Section 18. Capitalized Terms. All capitalized terms not otherwise
defined herein shall have the meaning assigned to them in the Purchase
Agreement.

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, on the day and year first above written.

                              INTEGRATED SURGICAL SYSTEMS, INC.

                              By:
                                  ----------------------------------------------
                                     Ramesh C. Trivedi
                                     Chief Executive Officer and President

                              HOLDER:

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

                              By:
                                 -----------------------------------------------
                                     Authorized Signatory

                                      14
   1
                                                                    EXHIBIT 4.2

                       PREFERRED STOCK PURCHASE AGREEMENT

                                     BETWEEN

                        INTEGRATED SURGICAL SYSTEMS, INC.

                                     AND THE

                           INVESTORS SIGNATORY HERETO

       PREFERRED STOCK PURCHASE AGREEMENT dated as of June 30, 1999 (the
"Agreement"), between Integrated Surgical Systems, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Company") and the
persons signatory hereto (each an "Investor").

       WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investors,
and the Investors shall purchase, for a total purchase price of $2,000,000,
2,000 shares of the Company's Series D Convertible Preferred Stock and warrants
to purchase an aggregate of 25,000 shares of the Company's common stock.

       WHEREAS, the issuance and sale of the Series D Convertible Preferred
Stock and the warrants to the Investor will be made in reliance upon the
provisions of Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D promulgated thereunder by the Securities and Exchange Commission.

NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                              CERTAIN DEFINITIONS

Section 1.1. "Bid Price" shall mean the closing bid price (as reported by
Bloomberg L.P.) of the Common Stock on the Principal Market.

Section 1.2. "Capital Shares" shall mean the Common Stock and any shares of any
other class of common stock whether now or hereafter authorized, having the
right to participate in the distribution of earnings and assets of the Company.

Section 1.3. "Capital Shares Equivalents" shall mean any securities, rights, or
obligations that are convertible into or exchangeable for or give any right to
subscribe for any Capital Shares of the

   2

Company or any warrants, options or other rights to subscribe for or purchase
Capital Shares or any such convertible or exchangeable securities.

Section 1.4. "Closing" shall mean the closing of the purchase and sale of the
Preferred Stock pursuant to Section 2.1.

Section 1.5. "Closing Date" shall mean the date on which all conditions to
closing have been satisfied and the Closing shall have occurred.

Section 1.6. "Common Stock" shall mean the Company's common stock, par value
$.01 per share.

Section 1.7. "Conversion Shares" shall mean the shares of Common Stock issuable
upon conversion of the Preferred Stock.

Section 1.8. "Damages" shall mean any loss, claim, damage, liability, costs and
expenses (including, without limitation, reasonable attorney's fees and
disbursements and costs and expenses of expert witnesses and investigation).

Section 1.9. "Effective Date" shall mean the date on which the SEC first
declares effective a Registration Statement registering the resale of the
Registrable Securities as set forth in Section 6.1.

Section 1.10 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the SEC thereunder.

Section 1.11 "Legend" See Section 9.1.

Section 1.12. "Market Price" on any given date shall mean the single lowest
intraday or closing price (as reported by Bloomberg L.P.) of the Common Stock on
any Trading Day during the five Trading Days prior to the date for which Market
Price is to be determined.

Section 1.13. "Material Adverse Effect" shall mean any effect on the business,
Bid Price, operations, properties, prospects, or financial condition of the
Company that is material and adverse to the Company and its subsidiaries and
affiliates, taken as a whole, and/or any condition, circumstance, or situation
that would prohibit or otherwise interfere with the ability of the Company to
enter into and perform any of its obligations under this Agreement, the
Registration Rights Agreement or the Warrant in any material respect.

Section 1.14. "NASD" shall mean the National Association of Securities Dealers,
Inc.

Section 1.15. "Outstanding" when used with reference to shares of Common Stock
or Capital Shares (collectively the "Shares"), shall mean, at any date as of
which the number of such Shares is to be determined, all issued and outstanding
Shares, and shall include all such Shares issuable in respect of outstanding
scrip or any certificates representing fractional interests in such Shares;
provided,

                                       2
   3

however, that "Outstanding" shall not mean any such Shares then directly or
indirectly owned or held by or for the account of the Company.

Section 1.16. "Person" shall mean an individual, a corporation, a partnership,
an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

Section 1.17. "Preferred Stock" shall mean the Company's Series D Convertible
Preferred Stock, par value $.01 per share issued pursuant to the Certificate of
Designations attached hereto as Exhibit A.

Section 1.18. "Principal Market" shall mean the Nasdaq National Market, The
Nasdaq SmallCap Market, the American Stock Exchange or the New York Stock
Exchange, whichever is at the time the principal trading exchange or market for
the Common Stock.

Section 1.19. "Purchase Price" shall mean one thousand dollars ($1,000) per
share.

Section 1.20. "Registrable Securities" shall mean the Conversion Shares and the
Warrant Shares until (i) the Registration Statement has been declared effective
by the SEC, and all Conversion Shares and Warrant Shares have been disposed of
pursuant to the Registration Statement, (ii) all Conversion Shares and Warrant
Shares have been sold under circumstances under which all of the applicable
conditions of Rule 144 (or any similar provision then in force) under the
Securities Act ("Rule 144") are met, (iii) all Conversion Shares and Warrant
Shares have been otherwise transferred to holders who may trade such shares
without restriction under the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive legend or (iv) such time as, in the opinion of counsel to the
Company, all Conversion Shares and Warrant Shares may be sold without any time,
volume or manner limitations pursuant to Rule 144(k) (or any similar provision
then in effect) under the Securities Act.

Section 1.21. "Registration Rights Agreement" shall mean the agreement regarding
the filing of the Registration Statement for the resale of the Registrable
Securities, entered into between the Company and the Investor on the Closing
Date annexed hereto as Exhibit C.

Section 1.22. "Registration Statement" shall mean a registration statement on
Form S-3 (if use of such form is then available to the Company pursuant to the
rules of the SEC and, if not, on such other form promulgated by the SEC for
which the Company then qualifies and which counsel for the Company shall deem
appropriate, and which form shall be available for the resale of the Registrable
Securities to be registered thereunder in accordance with the provisions of this
Agreement, the Registration Rights Agreement, and the Warrant and in accordance
with the intended method of distribution of such securities), for the
registration of the resale by the Investor of the Registrable Securities under
the Securities Act.

                                       3
   4

Section 1.23 "Regulation D" shall mean Regulation D promulgated by the SEC under
Section 4(2) of the Securities Act.

Section 1.24 "SEC" shall mean the Securities and Exchange Commission.

Section 1.25 "Section 4(2)" shall mean Section 4(2) of the Securities Act.

Section 1.26 "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

Section 1.27 "SEC Documents" shall mean the Company's Form 10-KSB for the fiscal
year ended December 31, 1998, Form 10-QSB for the fiscal quarter ended March 31,
1999, as amended, Form 8-K dated April 28, 1999, the Proxy Statement for its1999
Annual Meeting and its Prospectus dated June 10, 1999.

Section 1.28. "Trading Day" shall mean any day during which the New York Stock
Exchange shall be open for business.

Section 1.29, "Warrant" shall have the meaning set forth in Section 2.2 and
substantially in the form of Exhibit B.

Section 1.30. "Warrant Shares" shall mean all shares of Common Stock or other
securities issued or issuable pursuant to exercise of the Warrant.

                                   ARTICLE II

                       PURCHASE AND SALE OF COMMON STOCK

Section 2.1. Investment.

       (a) The Company agrees to sell and the Investor agrees to purchase the
number of shares of Preferred Stock set forth on the signature page hereto at
the Purchase Price on the Closing Date.

       (b) On the Closing Date, the Company shall issue and sell to the
Investor, against payment of the total Purchase Price of the shares of Preferred
Stock purchased by the Investor by wire transfer of immediately available funds
in accordance with instructions from the Company, the shares of Preferred Stock
set forth on the signature page hereto and the Warrant.

       (c) The Closing of the sale and purchase of the Preferred Stock and
Warrant shall be subject to the completion of the following conditions:

           (i)    acceptance and execution by the Company and the Investor of
                  this Agreement and all Exhibits hereto;

                                       4
   5

           (ii)       all representations and warranties of the Investor and of
                      the Company contained herein shall remain true and correct
                      as of the Closing Date;

           (iii)      the Company shall have obtained all permits and
                      qualifications required by any state for the offer and
                      sale of the Preferred Stock and Warrant, or shall have the
                      availability of exemptions therefrom;

           (iv)       the sale and issuance of the Preferred Stock and Warrant,
                      and the proposed issuance of the Common Stock underlying
                      the Preferred Stock and the Warrant shall be legally
                      permitted by all laws and regulations to which the
                      Investor and the Company are subject and there shall be no
                      ruling, judgment or writ of any court prohibiting the
                      transactions contemplated by this Agreement;

           (v)        receipt by the Investor of an opinion of Snow Becker
                      Krauss P.C., counsel to the Company, in the form of
                      Exhibit D hereto;

           (vi)       delivery to the Investor of the Irrevocable Instructions
                      to Transfer Agent in the form attached hereto as Exhibit
                      E;

           (vii)      there not having occurred (i) any general suspension of
                      trading in, or limitation on prices listed for, the Common
                      Stock on The Nasdaq Small Cap Market, (ii) the declaration
                      of a banking moratorium or any suspension of payments in
                      respect of banks in the United States, (iii) the
                      commencement of a war, armed hostilities or other
                      international or national calamity directly or indirectly
                      involving the United States or any of its territories,
                      protectorates or possessions, or (iv) in the case of the
                      foregoing existing at the date of this Agreement, a
                      material acceleration or worsening thereof; and

           (viii)     there not having occurred any event or development, and
                      there being in existence no condition, having or which
                      reasonably and forseeably could have a Material Adverse
                      Effect.

Section 2.2. The Warrant. On the Closing Date, the Company will issue to the
Investor a warrant exercisable beginning six months from the Closing Date and
then exercisable any time over the three-year period there following, to
purchase the Investor's pro rata share of an aggregate of 25,000 Warrant Shares
at the Exercise Price (as defined in the Warrant) in the form of Exhibit B
hereto. The Warrant Shares shall be registered for resale pursuant to the
Registration Rights Agreement.

Section 2.3. Liquidated Damages. The parties hereto acknowledge and agree that
the sums payable pursuant to the Registration Rights Agreement shall constitute
liquidated damages and not penalties. The parties further acknowledge that (a)
the amount of loss or damages likely to be incurred is incapable or is difficult
to precisely estimate, (b) the amounts specified in such Sections bear a
reasonable proportion and are not plainly or grossly disproportionate to the
probable loss likely to be incurred by the Investor in connection with the
failure by the Company to timely cause the registration of the Registrable
Securities and (c) the parties are sophisticated business parties and have been
represented by sophisticated and able legal and financial counsel and negotiated
this Agreement at arm's length.

                                       5
   6

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to the Company that:

Section 3.1. Intent. The Investor is entering into this Agreement for its own
account and the Investor has no present arrangement (whether or not legally
binding) at any time to sell the Common Stock to or through any person or
entity; provided, however, that by making the representations herein, the
Investor does not agree to hold the Common Stock for any minimum or other
specific term and reserves the right to dispose of the Common Stock at any time
in accordance with federal and state securities laws applicable to such
disposition.

Section 3.2. Sophisticated Investor. The Investor is a sophisticated investor
(as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor
(as defined in Rule 501 of Regulation D), and Investor has such experience in
business and financial matters that it is capable of evaluating the merits and
risks of an investment in Common Stock. The Investor acknowledges that an
investment in the Common Stock is speculative and involves a high degree of
risk.

Section 3.3. Authority. This Agreement and each Exhibit hereto which is required
to be executed by Investor has been duly authorized and validly executed and
delivered by the Investor and is a valid and binding agreement of the Investor
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.

Section 3.4. Not an Affiliate. The Investor is not an officer, director or
"affiliate" (as that term is defined in Rule 405 of the Securities Act) of the
Company.

Section 3.5. Absence of Conflicts. The execution and delivery of this Agreement
and any other document or instrument executed in connection herewith, and the
consummation of the transactions contemplated thereby, and compliance with the
requirements thereof, will not violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on Investor, or, to the Investor's
knowledge, (a) violate any provision of any indenture, instrument or agreement
to which Investor is a party or is subject, or by which Investor or any of its
assets is bound; (b) conflict with or constitute a material default thereunder;
(c) result in the creation or imposition of any lien pursuant to the terms of
any such indenture, instrument or agreement, or constitute a breach of any
fiduciary duty owed by Investor to any third party; or (d) require the approval
of any third-party (which has not been obtained) pursuant to any material
contract, agreement, instrument, relationship or legal obligation to which
Investor is subject or to which any of its assets, operations or management may
be subject.

Section 3.6. Disclosure; Access to Information. Investor has received all
documents, records, books and other publicly available information pertaining to
Investor's investment in the Company

                                       6
   7

that have been requested by Investor. The Company is subject to the periodic
reporting requirements of the Exchange Act, and Investor has reviewed or
received copies of any such reports that have been requested by it.

Section 3.7. Manner of Sale. At no time was Investor presented with or solicited
by or through any leaflet, public promotional meeting, television advertisement
or any other form of general solicitation or advertising.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, except as set forth on
the Schedule of Exceptions attached hereto:

Section 4.1. Organization of the Company. The Company is a corporation duly
incorporated and existing in good standing under the laws of the State of
Delaware and has all requisite corporate authority to own its properties and to
carry on its business as now being conducted except as set forth in Section 4.1
of the Schedule of Exceptions or as described in the Company's SEC Documents.
The Company does not have any subsidiaries and does not own more that fifty
percent (50%) of or control any other business entity, except as set forth in
the SEC Documents. The Company is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary, other than those in which the failure so to qualify could not
reasonably be expected to have a Material Adverse Effect.

Section 4.2. Authority. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement, the
Registration Rights Agreement and the Warrant and to issue the Preferred Stock,
the Conversion Shares, the Warrant and the Warrant Shares, (ii) the execution,
issuance and delivery of this Agreement, the Registration Rights Agreement and
the Warrant by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required, and (iii) this Agreement, the Registration Rights
Agreement and the Warrant have been duly executed and delivered by the Company
and constitute valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application. The Company has duly and
validly authorized and reserved for issuance shares of Common Stock sufficient
in number for the conversion of 2,000 shares of Preferred Stock and for the
exercise of the Warrants. The Company understands and acknowledges the
potentially dilutive effect to the Common Stock of the issuance of the
Conversion Shares and the Warrant Shares. The Company further acknowledges that
its obligation to issue Conversion Shares upon conversion of the Preferred Stock

                                       7
   8

and Warrant Shares upon exercise of the Warrants in accordance with this
Agreement and the Certificate of Designations is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership
interests of other stockholders of the Company and notwithstanding the
commencement of any case under 11 U.S.C. Section 101 et seq. (the "Bankruptcy
Code"). In the event the Company is a debtor under the Bankruptcy Code, the
Company hereby waives to the fullest extent permitted any rights to relief it
may have under 11 U.S.C. Section 362 in respect of the conversion of the
Preferred Stock and the exercise of the Warrants. The Company agrees, without
cost or expense to the Investor, to take or consent to any and all action
necessary to effectuate relief under 11 U.S.C. Section 362.

Section 4.3. Capitalization. The authorized capital stock of the Company
consists of 50,000,000 shares of Common Stock, par value $0.01, of which
8,451,193 shares were issued and outstanding as of June 28, 1999, and 1,000,000
shares of Preferred Stock, par value $0.01, of which 245 shares of Series A
Convertible Preferred Stock, 880 shares of Series B Convertible Preferred Stock
and 750 shares of Series C Convertible Preferred Stock were issued and
outstanding as of June 28, 1999, and 2,000 shares of Preferred Stock have been
properly designated as Series D Convertible Preferred Stock. Except as set forth
in Section 4.3 of the Schedule of Exceptions, there are no outstanding Capital
Shares Equivalents. All of the outstanding shares of Common Stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable.

Section 4.4. Common Stock. The Company has registered its Common Stock pursuant
to Section 12(b) or (g) of the Exchange Act and is in full compliance with all
reporting requirements of the Exchange Act, and the Company has maintained all
requirements for the continued listing or quotation of its Common Stock, and
such Common Stock is currently listed or quoted on the Principal Market. As of
the date hereof, the Principal Market is The Nasdaq SmallCap Market and the
Company has not received any notice regarding, and to its knowledge there is no
threat, of the termination or discontinuance of the eligibility of the Common
Stock for such listing.

Section 4.5. SEC Documents. The Company has delivered or made available to the
Investor true and complete copies of the SEC Documents. The Company has not
provided to the Investor any information that, according to applicable law, rule
or regulation, should have been disclosed publicly prior to the date hereof by
the Company, but which has not been so disclosed. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the
Exchange Act, and rules and regulations of the SEC promulgated thereunder and
the SEC Documents did not contain any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in the SEC Documents complied in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or
other applicable rules and regulations with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except (i)
as may be otherwise indicated in such financial statements or the notes thereto
or (ii) as set forth in Section 4.5 to the Schedule of Exceptions) and fairly
present in all material respects the financial position of the

                                       8
   9

Company as of the dates thereof and the results of operations and cash flows for
the periods then ended. Neither the Company nor any of its subsidiaries has any
indebtedness, obligations or liabilities of any kind (whether accrued, absolute,
contingent or otherwise, and whether due or to become due) that would have been
required to be reflected in, reserved against or otherwise described in the
financial statements or in the notes thereto in accordance with GAAP, which was
not fully reflected in, reserved against or otherwise described in the financial
statements or the notes thereto or was not incurred in the ordinary course of
business consistent with the Company's past practices since the late date of the
financial statements.

Section 4.6. Exemption from Registration; Valid Issuances. The sale of the
Preferred Stock, the Conversion Shares, the Warrant and the Warrant Shares will
be properly issued pursuant to Rule 4(2), Regulation D and/or any applicable
state securities law. When issued, the Preferred Stock, the Conversion Shares
and the Warrant Shares will be duly and validly issued, fully paid, and
non-assessable. Neither the sales of the Preferred Stock, the Conversion Shares,
the Warrant or the Warrant Shares pursuant to, nor the Company's performance of
its obligations under, this Agreement, the Registration Rights Agreement or the
Warrant will (i) result in the creation or imposition by the Company of any
liens, charges, claims or other encumbrances upon the Preferred Stock, the
Conversion Shares, the Warrant Shares or any of the assets of the Company, or
(ii) entitle the holders of Outstanding Capital Shares to preemptive or other
rights to subscribe to or acquire the Capital Shares or other securities of the
Company. The Preferred Stock, the Conversion Shares, and the Warrant Shares
shall not subject the Investor to personal liability by reason of the possession
thereof.

Section 4.7. No General Solicitation or Advertising in Regard to this
Transaction. Neither the Company nor any of its affiliates nor any distributor
or any person acting on its or their behalf (i) has conducted or will conduct
any general solicitation (as that term is used in Rule 502(c) of Regulation D)
or general advertising with respect to any of the Preferred Stock, the
Conversion Shares, the Warrant or the Warrant Shares, or (ii) made any offers or
sales of any security or solicited any offers to buy any security under any
circumstances that would require registration of the Preferred Stock, the
Conversion Shares, the Warrant or the Warrant Shares under the Securities Act.

Section 4.8. Corporate Documents. The Company has furnished or made available to
the Investor true and correct copies of the Company's Restated Certificate of
Incorporation, as amended and in effect on the date hereof, and the Company's
By-Laws, as amended and in effect on the date hereof.

Section 4.9. No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without limitation the issuance of the Preferred
Stock, the Conversion Shares, the Warrant and the Warrant Shares, do not and
will not (i) result in a violation of the Company's Restated Certificate of
Incorporation or By-Laws, each as amended and in effect as of the date hereof,
or (ii) conflict with, or constitute a material default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
material agreement, indenture, instrument or any "lock-up" or similar provision
of any underwriting or similar agreement to which the Company is a party, or
(iii) result in a violation of any

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federal, state or local law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations) applicable to the
Company or by which any property or asset of the Company is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect) nor is the Company
otherwise in violation of, conflict with or in default under any of the
foregoing. The business of the Company is not being conducted in violation of
any law, ordinance or regulation of any governmental entity, except for possible
violations that either singly or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. The Company is not required under
federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or issue and sell the Preferred Stock or the
Warrant in accordance with the terms hereof (other than any SEC, NASD, The
Nasdaq Stock Market Inc., or state securities filings that may be required to be
made by the Company subsequent to any Closing, any registration statement that
may be filed pursuant hereto, and any shareholder approval required by the rules
applicable to companies whose common stock trades on The Nasdaq SmallCap
Market); provided that, for purposes of the representation made in this
sentence, the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of the Investor herein.

Section 4.10. No Material Adverse Change. Since January 1, 1999, no Material
Adverse Effect has occurred or exists with respect to the Company, except as
disclosed in the SEC Documents. No "Event of Default" (as defined in any
agreement or instrument to which the Company or any of its subsidiaries is a
party) and no event which, with notice, lapse of time or both, would constitute
an Event of Default (as so defined), has occurred and is continuing which could
have a Material Adverse Effect.

Section 4.11. No Undisclosed Liabilities. The Company has no liabilities or
obligations which are material, individually or in the aggregate, and are not
disclosed in the SEC Documents or otherwise publicly announced, other than those
incurred in the ordinary course of the Company's business since January 1, 1999,
and which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

Section 4.12. No Undisclosed Events or Circumstances. Since January 1, 1999 no
event or circumstance has occurred or exists with respect to the Company or its
businesses, properties, prospects, operations or financial condition, that,
under applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in the SEC Documents.

Section 4.13. No Integrated Offering. Except as set forth in the SEC Documents,
the Company has not issued, offered or sold any shares of convertible preferred
stock, warrants to purchase shares of Common Stock or any shares of Common Stock
(including for this purpose any securities convertible into a exchangeable or
exercisable for the Preferred Stock or Common Stock or any such other
securities) within the six-month period next preceding the date hereof, and the
Company shall not

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permit any of its directors, officers or Affiliates directly or indirectly to
take, any action (including, without limitation, any offering or sale to any
person or entity of the Preferred Stock, Warrants or shares of Common Stock), so
as to make unavailable the exemption from Securities Act registration being
relied upon by the Company for the offer and sale to Investor of the Preferred
Stock (and the Conversion Shares) or the Warrants (and the Warrant Shares) as
contemplated by this Agreement. No form of general solicitation or advertising
has been used or authorized by the Company or any of its officers, directors or
Affiliates in connection with the offer or sale of the Preferred Stock (and the
Conversion Shares) as contemplated by this Agreement or any other agreement to
which the Company is a party.

Section 4.14. Litigation and Other Proceedings. There are no lawsuits or
proceedings pending or to the best knowledge of the Company threatened, against
the Company, nor has the Company received any written or oral notice of any such
action, suit, proceeding or investigation, which could reasonably be expected to
have a Material Adverse Effect. Except as set forth in the SEC Documents, no
judgment, order, writ, injunction or decree or award has been issued by or, so
far as is known by the Company, requested of any court, arbitrator or
governmental agency which might result in a Material Adverse Effect.

Section 4.15. No Misleading or Untrue Communication. The Company, any person
representing the Company, and, to the best knowledge of the Company, any other
person selling or offering to sell the Preferred Stock or the Warrant in
connection with the transaction contemplated by this Agreement, have not made,
at any time, any oral communication in connection with the offer or sale of the
same which contained any untrue statement of a material fact or omitted to state
any material fact necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading.

Section 4.16. Material Non-Public Information. The Company has not disclosed to
the Investor any material non-public information that (i) if disclosed, would,
or could reasonably be expected to have, an effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation, should have been
disclosed publicly by the Company prior to the date hereof but which has not
been so disclosed.

Section 4.17. Insurance. The Company maintains property and casualty, general
liability, workers' compensation, environmental hazard, personal injury and
other similar types of insurance with financially sound and reputable insurers
that is adequate, consistent with industry standards and the Company's
historical claims experience. The Company has not received notice from, and has
no knowledge of any threat by, any insurer (that has issued any insurance policy
to the Company) that such insurer intends to deny coverage under or cancel,
discontinue or not renew any insurance policy presently in force.

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Section 4.18. Environmental Matters.

       1. The operations of the Company and each of its subsidiaries are in
material compliance with all applicable Environmental Laws and all permits
issued pursuant to Environmental Laws or otherwise;

       2. to its knowledge, the Company and each of its subsidiaries has
obtained or applied for all material permits required under all applicable
Environmental Laws necessary to operate its business;

       3. neither the Company nor either of its subsidiaries is the subject of
any outstanding written order of or agreement with any governmental authority or
person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any
Release or threatened Release of Hazardous Materials;

       4. neither the Company nor either of its subsidiaries has received, since
December 31, 1997, any written communication alleging that it may be in
violation of any Environmental Law or any permit issued pursuant to any
Environmental Law, or may have any liability under any Environmental Law;

       5. neither the Company nor either of its subsidiaries has any current
contingent liability in connection with any Release of any Hazardous Materials
into the indoor or outdoor environment (whether on-site or off-site);

       6. to the Company's knowledge, there are no investigations of the
business, operations, or currently or previously owned, operated or leased
property of the Company or either of its subsidiaries pending or threatened
which could lead to the imposition of any liability pursuant to any
Environmental Law;

       7. there is not located at any of the properties of the Company any (A)
underground storage tanks, (B) asbestos-containing material or (C) equipment
containing polychlorinated biphenyls; and

       8. the Company has provided to Investor all environmentally related
audits, studies, reports, analyses, and results of investigations that have been
performed with respect to the currently or previously owned, leased or operated
properties of the Company.

          For purposes of this Section 4.18:

       "Environmental Law" means any foreign, federal, state or local statute,
regulation, ordinance, or rule of common law as now or hereafter in effect in
any way relating to the protection of human health and safety or the environment
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), the Hazardous
Materials

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Transportation Act (49 U.S.C. App. Section 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Clean Water
Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C. Section 7401
et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et
seq.), and the Occupational Safety and Health Act (29 U.S.C. Section 651 et
seq.), and the regulations promulgated pursuant thereto.

       "Hazardous Material" means any substance, material or waste which is
regulated by the United States, Canada or any of its provinces, or any state or
local governmental authority including, without limitation, petroleum and its
by-products, asbestos, and any material or substance which is defined as a
"hazardous waste," "hazardous substance," "hazardous material," "restricted
hazardous waste," "industrial waste," "solid waste," "contaminant," "pollutant,"
"toxic waste" or toxic substance" under any provision of any Environmental Law;

       "Release" means any release, spill, filtration, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, or leaching into
the indoor or outdoor environment, or into or out of any property;

       "Remedial Action" means all actions to (x) clean up, remove, treat or in
any other way address any Hazardous Material; (y) prevent the Release of any
Hazardous Material so it does not endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment; or (z) perform pre-remedial
studies and investigations or post-remedial monitoring and care.

Section 4.19. Labor Matters. Neither the Company nor any of its subsidiaries is
a party to any labor or collective bargaining agreement and there are no labor
or collective bargaining agreements which pertain to employees of the Company.
No employees of the Company are represented by any labor organization and none
of such employees has made a pending demand for recognition, and there are no
representation proceedings or petitions seeking a representation proceeding
presently pending or, to the Company's knowledge, threatened to be brought or
filed, with the National Labor Relations Board or other labor relations
tribunal. There is no organizing activity involving the Company pending or to
the Company's knowledge, threatened by any labor organization or group of
employees of the Company. There are no (i) strikes, work stoppages, slowdowns,
lockouts or arbitrations or (ii) material grievances or other labor disputes
pending or, to the knowledge of the Company, threatened against or involving the
Company. There are no unfair labor practice charges, grievances or complaints
pending or, to the knowledge of the Company, threatened by or on behalf of any
employee or group of employees of the Company.

Section 4.20. ERISA Matters. The Company and its ERISA Affiliates are in
compliance in all material respects with all provisions of ERISA applicable to
it. No Reportable Event has occurred, been waived or exists as to which the
Company or any ERISA Affiliate was required to file a report with the Pension
Benefits Guaranty Corporation, and the present value of all liabilities under
all Plans (based on those assumptions used to fund such Plans) did not, as of
the most recent annual valuation date applicable thereto, exceed the value of
the assets of all such Plans in the aggregate. None of the Company or ERISA
Affiliates has incurred any Withdrawal Liability that could result in a Material

                                       13
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Adverse Effect. None of the Company or ERISA Affiliates has received any
notification that any Multiemployer Plan is in reorganization or has been
terminated within the meaning of Title IV of ERISA, and no Multiemployer Plan is
reasonably expected to be in reorganization or termination where such
reorganization or termination has resulted or could reasonably be expected to
result in increases to the contributions required to be made to such Plan or
otherwise.

       For purposes of this Section 4.20:

       "ERISA" means the Employee Retirement Income Security Act of 1974, or any
successor statute, together with the regulations thereunder, as the same may be
amended from time to time.

       "ERISA Affiliate" means any trade or business (whether or not
incorporated) that was, is or hereafter may become, a member of a group of which
the Company is a member and which is treated as a single employer under Section
414 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code").

       "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Internal Revenue Code) is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.

       "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

       "Plan" means any pension plan (other than a Multiemployer Plan) subject
to the provision of Title IV of ERISA or Section 412 of the Internal Revenue
Code that is maintained for employees of the Company or any ERISA Affiliate.

       "Reportable Event" means any reportable event as defined in Section
4043(b) of ERISA or the regulations issued thereunder with respect to a Plan
(other than a Plan maintained by an ERISA Affiliate that is considered an ERISA
Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal
Revenue Code.

       "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 4.21. Tax Matters.

       1. The Company has filed all Tax Returns which it is required to file
under applicable Laws; all such Tax Returns are true and accurate and have been
prepared in compliance with all applicable Laws; the Company has paid all Taxes
due and owing by it (whether or not such Taxes are

                                       14
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required to be shown on a Tax Return) and have withheld and paid over to the
appropriate taxing authorities all Taxes which it is required to withhold from
amounts paid or owing to any employee, stockholder, creditor or other third
parties; and since December 31, 1997, the charges, accruals and reserves for
Taxes with respect to the Company (including any provisions for deferred income
taxes) reflected on the books of the Company are adequate to cover any Tax
liabilities of the Company if its current tax year were treated as ending on the
date hereof.

       2. No claim has been made by a taxing authority in a jurisdiction where
the Company does not file tax returns that such corporation is or may be subject
to taxation by that jurisdiction. There are no foreign, federal, state or local
tax audits or administrative or judicial proceedings pending or being conducted
with respect to the Company; no information related to Tax matters has been
requested by any foreign, federal, state or local taxing authority; and, except
as disclosed above, no written notice indicating an intent to open an audit or
other review has been received by the Company from any foreign, federal, state
or local taxing authority. There are no material unresolved questions or claims
concerning the Company's Tax liability. The Company (A) has not executed or
entered into a closing agreement pursuant to Section 7121 of the Internal
Revenue Code or any predecessor provision thereof or any similar provision of
state, local or foreign law; or (B) has not agreed to or is required to make any
adjustments pursuant to Section 481 (a) of the Internal Revenue Code or any
similar provision of state, local or foreign law by reason of a change in
accounting method initiated by the Company or any of its subsidiaries or has any
knowledge that the IRS has proposed any such adjustment or change in accounting
method, or has any application pending with any taxing authority requesting
permission for any changes in accounting methods that relate to the business or
operations of the Company. The Company has not been a United States real
property holding corporation within the meaning of Section 897(c)(2) of the
Internal Revenue Code during the applicable period specified in Section
897(c)(1)(A)(ii) of the Internal Revenue Code.

       3. The Company has not made an election under Section 341(f) of the
Internal Revenue Code. The Company is not liable for the Taxes of another person
that is not a subsidiary of the Company under (A) Treas. Reg. Section 1.1502-6
(or comparable provisions of state, local or foreign law), (B) as a transferee
or successor, (C) by contract or indemnity or (D) otherwise. The Company is not
a party to any tax sharing agreement. The Company has not made any payments, is
obligated to make payments or is a party to an agreement that could obligate it
to make any payments that would not be deductible under Section 280G of the
Internal Revenue Code.

       For purposes of this Section 4.21:

       "IRS" means the United States Internal Revenue Service.

       "Tax" or "Taxes" means federal, state, county, local, foreign, or other
income, gross receipts, ad valorem, franchise, profits, sales or use, transfer,
registration, excise, utility, environmental, communications, real or personal
property, capital stock, license, payroll, wage or other withholding,
employment, social security, severance, stamp, occupation, alternative or add-on
minimum, estimated

                                       15
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and other taxes of any kind whatsoever (including, without limitation,
deficiencies, penalties, additions to tax, and interest attributable thereto)
whether disputed or not.

       "Tax Return" means any return, information report or filing with respect
to Taxes, including any schedules attached thereto and including any amendment
thereof.

Section 4.22. Property. Neither the Company nor either of its subsidiaries owns
any real property. Each of the Company and its subsidiaries has good and
marketable title to all personal property owned by it, free and clear of all
liens, encumbrances and defects except such as do not materially affect the
value of such property and do not materially interfere with the use made and
proposed to be made of such property by the Company; and any real property and
buildings held under lease by the Company are held by it under valid, subsisting
and enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company.

Section 4.23. Intellectual Property. Each of the Company and its subsidiaries
owns or possesses adequate and enforceable rights to use all patents, patent
applications, trademarks, trademark applications, trade names, service marks,
copyrights, copyright applications, licenses, know-how (including trade secrets
and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures) and other similar rights and proprietary
knowledge (collectively, "Intangibles") necessary for the conduct of its
business as now being conducted. To the best of the Company's knowledge, neither
the Company nor any of its subsidiaries is infringing upon or in conflict with
any right of any other person with respect to any Intangibles. No claims have
been asserted by any person to the ownership or use of any Intangibles and the
Company has no knowledge of any basis for such claim.

Section 4.24. Internal Controls and Procedures. The Company maintains accurate
books and records and internal accounting controls which provide reasonable
assurance that (i) all transactions to which the Company is a party or by which
its properties are bound are executed with management's authorization; (ii) the
reported accountability of the Company's assets is compared with existing assets
at regular intervals; (iii) access to the Company's assets is permitted only in
accordance with management's authorization; and (iv) all transactions to which
the Company is a party or by which its properties are bound are recorded as
necessary to permit preparation of the financial statements of the Company in
accordance with U.S. generally accepted accounting principles.

Section 4.25. Payments and Contributions. Neither the Company nor any of its
directors, officers or, to its knowledge, other employees has (i) used any
Company funds for any unlawful contribution, endorsement, gift, entertainment or
other unlawful expense relating to political activity; (ii) made any direct or
indirect unlawful payment of Company funds to any foreign or domestic government
official or employee; (iii) violated or is in violation of any provision of the
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe,
rebate, payoff, influence payment, kickback or other similar payment to any
person with respect to Company matters.

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Section 4.26. Year 2000 Compliance. The Company has reviewed the Year 2000 Risk
and is taking such action as may be necessary to ensure that the Year 2000 Risk
will not adversely affect its business operations and/or financial condition. As
used herein, "Year 2000 Risk" means the risk that computer applications used by
the Company and its Subsidiaries and/or its suppliers, vendors, and customers
may be unable to recognize and perform without error date-sensitive functions
involving certain dates prior to and any date after December 31, 1999.

Section 4.27 Related Party Transactions. Other than the investment in the
Marbella, Spain clinic, neither the Company nor any of its officers, directors
or "Affiliates" (as such term is defined in Rule 12b-2 under the Exchange Act)
has borrowed any moneys from or has outstanding any indebtedness or other
similar obligations to the Company. Neither the Company nor any of its officers,
directors or Affiliates (i) owns any direct or indirect interest constituting
more than a one percent equity (or similar profit participation) interest in, or
controls or is a director, officer, partner, member or employee of, or
consultant to or lender to or borrower from, or has the right to participate in
the profits of, any person or entity which is (x) a competitor, supplier,
customer, landlord, tenant, creditor or debtor of the Company or any of its
subsidiaries, (y) engaged in a business related to the business of the Company
or any of its subsidiaries, or (z) a participant in any transaction to which the
Company is a party (other than in the ordinary course of the Company's business)
or (ii) is a party to any contract, agreement, commitment or other arrangement
with the Company.

Section 4.28. No Misrepresentation. No representation or warranty of the Company
contained in this Agreement, any schedule, annex or exhibit hereto or any
agreement, instrument or certificate furnished by the Company to the Investors
pursuant to this Agreement, contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, not misleading.

                                    ARTICLE V

                           COVENANTS OF THE INVESTOR

Section 5.1. Compliance with Law. The Investor's trading activities with respect
to shares of the Company's Common Stock will be in compliance with all
applicable state and federal securities laws, rules and regulations and rules
and regulations of the Principal Market on which the Company's Common Stock is
listed.

Section 5.2. Short Sales. The Investor and its affiliates shall not engage in
short sales of the Company's Common Stock; provided, however, that the Investor
may enter into any short sale or other hedging or similar arrangement it deems
appropriate with respect to Conversion Shares commencing on the day it delivers
a Conversion Notice with respect to such Conversion Shares, so long as such
arrangements do not involve more than the number of such Conversion Shares
(determined as of the date of such Conversion Notice).

                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

Section 6.1. Registration Rights. The Company shall cause the Registration
Rights Agreement to remain in full force and effect and the Company shall comply
in all material respects with the terms thereof.

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Section 6.2. Reservation of Common Stock. As of the date hereof, the Company has
reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, shares of Common Stock for the purpose of
enabling the Company to satisfy any obligation to issue the Conversion Shares
and the Warrant Shares; such amount of shares of Common Stock to be reserved
shall be calculated based upon the Market Price therefor under the terms of this
Agreement and the Warrant respectively assuming for purposes of this Section 6.2
a Market Price of $1.50. The number of shares so reserved from time to time, as
theretofore increased or reduced as hereinafter provided, may be reduced by the
number of shares actually delivered hereunder and the number of shares so
reserved shall be increased or decreased to reflect potential increases or
decreases in the Common Stock that the Company may thereafter be so obligated to
issue by reason of adjustments to the Warrant.

Section 6.3. Listing of Common Stock. The Company hereby agrees to maintain the
listing of the Common Stock on a Principal Market, and as soon as practicable
(but in any event prior to the date upon which the Preferred Stock may be
converted into Common Stock) to list the Conversion Shares and the Warrant
Shares. The Company further agrees, if the Company applies to have the Common
Stock traded on any other Principal Market, it will include in such application
the Conversion Shares and the Warrant Shares, and will take such other action as
is necessary or desirable in the opinion of the investor to cause the Common
Stock to be listed on such other Principal Market as promptly as possible. The
Company will take all action to continue the listing and trading of its Common
Stock on the Principal Market (including, without limitation, maintaining
sufficient net tangible assets) and will comply in all respects with the
Company's reporting, filing and other obligations under the bylaws or rules of
the Principal Market and shall provide Investor with copies of any
correspondence to or from such Principal Market which questions or threatens
delisting of the Common Stock, within one business day of the Company's receipt
thereof.

Section 6.4. Exchange Act Registration. The Company will cause its Common Stock
to continue to be registered under Section 12(b) or (g) of the Exchange Act,
will use its best efforts to comply in all respects with its reporting and
filing obligations under the Exchange Act, and will not take any action or file
any document (whether or not permitted by the Exchange Act or the rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under said Act.

Section 6.5. Legends. Upon conversion, the certificates evidencing the Common
Stock to be sold by the Investor pursuant to Section 9.1 shall be free of
legends, except as set forth in Article IX.

Section 6.6. Corporate Existence. The Company will take all steps necessary to
preserve and continue the corporate existence of the Company.

Section 6.7. Notice of Certain Events Affecting Registration. The Company will
immediately notify the Investor upon the occurrence of any of the following
events in respect of a registration statement or related prospectus in respect
of an offering of Registrable Securities; (i) receipt of any request for
additional information by the SEC or any other federal or state governmental
authority

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during the period of effectiveness of the Registration Statement to be supplied
by amendments or supplements to the registration statement or related
prospectus; (ii) the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose;
(iii) receipt of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; (iv) the happening of any event that makes any
statement made in the Registration Statement or related prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in the
Registration Statement, related prospectus or documents so that, in the case of
the Registration Statement, it will not contain any 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 that in the case
of the related prospectus, it will not contain any 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, in the light of the circumstances
under which they were made, not misleading; and (v) the Company's reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate; and the Company will promptly make available to the
Investor any such supplement or amendment to the related prospectus.

       (a) Consolidation; Merger. The Company shall not, at any time after the
date hereof, effect any merger or consolidation of the Company with or into, or
a transfer of all or substantially all of the assets of the Company to, another
entity (a "Consolidation Event") unless the resulting successor or acquiring
entity (if not the Company) assumes by written instrument or by operation of law
the obligation to deliver to the Investor such shares of stock and/or securities
as the Investor is entitled to receive pursuant to this Agreement.

Section 6.8. Issuance of Preferred Shares and Warrant Shares. The sale of the
Preferred Stock and the issuance of the Warrant Shares pursuant to exercise of
the Warrant and the Conversion Shares upon conversion of the Preferred Stock
shall be made in accordance with the provisions and requirements of Section 4(2)
of Regulation D and any applicable state securities law. The Company shall make
all necessary SEC and "blue sky" filings required to be made by the Company in
connection with the sale of the Securities to the Investor as required by all
applicable Laws, and shall provide a copy thereof to the Investor promptly after
such filing.

Section 6.9 Limitation on Future Financing. The Company agrees that it will not,
without the consent of the Investor, enter into any financing at a discount to
Market Price until six months after the effective date of the Registration
Statement, other than the sale of shares of Common Stock and warrants
representing a 40% equity interest in the Company to a group of foreign
investors as described in the Company's Form 10-QSB/A for the fiscal quarter
ended March 31, 1999; provided, however, anything to the contrary appearing
herein notwithstanding, neither this Section nor any other provision hereof
shall be construed to restrict or prohibit the Company's right to restructure,
amend or modify any facility existing on the date hereof that does not
materially impair the rights of the holders of the Preferred Stock.

                                       19
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                                   ARTICLE VII

                       SURVIVAL; INDEMNIFICATION; RELEASE

Section 7.1. Survival. The representations, warranties and covenants made by
each of the Company and Investor in this Agreement, the annexes, schedules and
exhibits hereto and in each instrument, agreement and certificate entered into
and delivered by them pursuant to this Agreement, shall survive the Closing and
the consummation of the transactions contemplated hereby. In the event of a
breach or violation of any of such representations, warranties or covenants, the
party to whom such representations, warranties or covenants have been made shall
have all rights and remedies for such breach or violation available to it under
the provisions of this Agreement or otherwise, whether at law or in equity,
irrespective of any investigation made by or on behalf of such party on or prior
to the Closing Date.

Section 7.2. Indemnity. The Company hereby agrees to indemnify and hold harmless
the Investor, its Affiliates and their respective officers, directors, partners
and members (collectively, the "Investor Indemnitees"), from and against any and
all losses, claims, damages, judgments, penalties, liabilities and deficiencies
(collectively, "Losses"), and agrees to reimburse the Investor Indemnitees for
all out-of-pocket expenses (including the fees and expenses of legal counsel and
the cost of any investigation and preparation), in each case promptly as
incurred by the Investor Indemnitees and to the extent arising out of or in
connection with:

              1. any misrepresentation, omission of fact or breach of any of the
       Company's representations or warranties contained in this Agreement, the
       annexes, schedules or exhibits hereto or any instrument, agreement or
       certificate entered into or delivered by the Company pursuant to this
       Agreement;

              2. any failure by the Company to perform in any material respect
       any of its covenants, agreements, undertakings or obligations set forth
       in this Agreement, the annexes, schedules or exhibits hereto or any
       instrument, agreement or certificate entered into or delivered by the
       Company pursuant to this Agreement; or

              3. any litigation directly against the Investor by non-affiliates
       of the Company relating to this Agreement and the transactions
       contemplated hereby.

              Investor hereby agrees to indemnify and hold harmless the Company,
its Affiliates and their respective officers, directors, partners and members
(collectively, the "Company Indemnitees"), from and against any and all Losses,
and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses
(including the fees and expenses of legal counsel and the cost of any
investigation and preparation), in each case promptly as incurred by the Company
Indemnitees and to the extent arising out of or in connection with:

              1. any misrepresentation, omission of fact, or breach of any of
Investor's representations or warranties contained in this Agreement, the
annexes, schedules or exhibits hereto or any instrument, agreement or
certificate entered into or delivered by Investor pursuant to this Agreement; or

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   21

              2. any failure by Investor to perform in any material respect any
of its covenants, agreements, undertakings or obligations set forth in this
Agreement or any instrument, certificate or agreement entered into or delivered
by Investor pursuant to this Agreement.

Section 7.3. Notice. Promptly after receipt by either party hereto seeking
indemnification pursuant to Section 7.2 (an "Indemnified Party") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to Section
7.2 is being sought (the "Indemnifying Party") of the commencement thereof; but
the omission to so notify the Indemnifying Party shall not relieve it from any
liability that it otherwise may have to the Indemnified Party, except to the
extent that the Indemnifying Party is materially prejudiced and forfeits
substantive rights and defenses by reason of such failure. In connection with
any Claim as to which both the Indemnifying Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding the assumption of the defense of any Claim by the Indemnifying
Party, the Indemnified Party shall have the right to employ separate legal
counsel and to participate in the defense of such Claim, and the Indemnifying
Party shall bear the reasonable fees, out-of-pocket costs and expenses of such
separate legal counsel to the Indemnified Party if (and only if): (x) the
Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and
expenses, (y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party by the same legal counsel would not be appropriate due to actual or, as
reasonably determined by legal counsel to the Indemnified Party, potentially
differing interests between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are in addition to or disparate from those available to the Indemnifying Party,
or (z) the Indemnifying Party shall have failed to employ legal counsel
reasonably satisfactory to the Indemnified Party within a reasonable period of
time after notice of the commencement of such Claim. If the Indemnified Party
employs separate legal counsel in circumstances other than as described in
clauses (x), (y) or (z) above, the fees, costs and expenses of such legal
counsel shall be borne exclusively by the Indemnified Party. Except as provided
above, the Indemnifying Party shall not, in connection with any Claim in the
same jurisdiction, be liable for the fees and expenses of more than one firm of
legal counsel for the Indemnified Party (together with appropriate local
counsel). The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party (which consent shall not unreasonably be withheld), settle
or compromise any Claim or consent to the entry of any judgment that does not
include an unconditional release of the Indemnified Party from all liabilities
with respect to such Claim or judgment.

Section 7.4. Direct Claims. In the event one party hereunder should have a claim
for indemnification that does not involve a claim or demand being asserted by a
third party, the Indemnified Party promptly shall deliver notice of such claim
to the Indemnifying Party. If the Indemnified Party disputes the claim, such
dispute shall be resolved by mutual agreement of the Indemnified Party and the
Indemnifying Party.

                                       21
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       Section 7.5 Release. (a) Effective upon the mutual execution hereof, the
Company, for itself and on behalf of all affiliated persons and entities,
representatives, and all predecessors in interest, successors and assigns,
hereby releases and forever discharges the Investor, and the Investor's direct
and indirect partners, officers, directors, employees, affiliates,
representatives, agents, trustees, beneficiaries, predecessors in interest,
successors in interest and nominees, of and from any and all claims, demands,
actions and causes of action, whether known or unknown, fixed or contingent,
arising prior to the Closing Date, that the Company may have had, may now have
or may hereafter acquire with respect to any matters whatsoever under, relating
to or arising from the Securities Purchase Agreement dated as of August 25,
1998, and Registration Rights Agreement dated as of August 25, 1998, shares of
Series A Convertible Preferred Stock issued to the Investor and the agreements
entered into in connection therewith (sometimes collectively referred to as the
"Series A Agreements"). The Company also fully waives (i) any defenses it may
have with respect to honoring the terms of the Series A Agreements, or any (ii)
offsets it may have with respect to the amounts owed under the Series A
Agreements.

             The Company represents, warrants and covenants that it has not, and
at the time this release becomes effective will not have, sold, assigned,
transferred or otherwise conveyed to any other person or entity all or any
portion of its rights, claims, demands, actions or causes of action herein
released.

             (b) Effective upon the mutual execution hereof, the Investor, for
itself and on behalf of all affiliated persons and entities, representatives,
and all predecessors in interest, successors and assigns, hereby releases and
forever discharges the Company and its officers, directors, employees,
affiliates, representatives, agents, trustees, beneficiaries, predecessors in
interest, and successors in interest, of and from any and all claims, demands,
actions and causes of action, whether known or unknown, fixed or contingent,
arising prior to the Closing Date, that the Company may have had, may now have
or may hereafter acquire with respect to any matters whatsoever under, relating
to or arising from the Series A Agreements, except for the breach of any
covenant contained in the Series A Agreements that has not been cured by the
Company. The Investor also fully waives (i) any defenses it may have with
respect to honoring the terms of the Series A Agreements, or any (ii) offsets it
may have with respect to the amounts owed under the Series A Agreements.

             The Investor represents, warrants and covenants that it has not,
and at the time this release becomes effective will not have, sold, assigned,
transferred or otherwise conveyed to any other person or entity all or any
portion of its rights, claims, demands, actions or causes of action herein
released.

                                       22
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                                  ARTICLE VIII

           DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

Section 8.1. Due Diligence Review. The Company shall make available for
inspection and review by the Investor, advisors to and representatives of the
Investor (who may or may not be affiliated with the Investor and who are
reasonably acceptable to the Company), any underwriter participating in any
disposition of the Registrable Securities on behalf of the Investor pursuant to
the Registration Statement, any such registration statement or amendment or
supplement thereto or any blue sky, NASD or other filing, all SEC Documents and
other filings with the SEC, and all other publicly available corporate documents
and properties of the Company as may be reasonably necessary for the purpose of
such review, and cause the Company's officers, directors and employees to supply
all such publicly available information reasonably requested by the Investor or
any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all
questions and other inquiries reasonably made or submitted by any of them),
prior to and from time to time after the filing and effectiveness of the
Registration Statement for the sole purpose of enabling the Investor and such
representatives, advisors and underwriters and their respective accountants and
attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of the Registration Statement.

Section 8.2. Non-Disclosure of Non-Public Information

       (a) The Company shall not disclose non-public information to the
Investor, advisors to or representatives of the Investor unless prior to
disclosure of such information the Company identifies such information as being
non-public information and provides the Investor, such advisors and
representatives with the opportunity to accept or refuse to accept such
non-public information for review. Other than disclosure of any comment letters
received from the SEC staff with respect to the Registration Statement, the
Company may, as a condition to disclosing any non-public information hereunder,
require the Investor's advisors and representatives to enter into a
confidentiality agreement in form reasonably satisfactory to the Company and the
Investor.

       (b) Nothing herein shall require the Company to disclose non-public
information to the Investor or its advisors or representatives, and the Company
represents that it does not disseminate non-public information to any investors
who purchase stock in the Company in a public offering, to money managers or to
securities analysts, provided, however, that notwithstanding anything herein to
the contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting
non-public information (whether or not requested of the Company specifically or
generally during the course of due diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement
would cause such prospectus to include a material misstatement or to omit a
material fact required to be stated therein in order to make the statements,
therein in light of the circumstances in which they were made, not misleading.

                                       23
   24

Nothing contained in this Section 8.2 shall be construed to mean that such
persons or entities other than the Investor (without the written consent of the
Investor prior to disclosure of such information) may not obtain non-public
information in the course of conducting due diligence in accordance with the
terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due
diligence by such persons or entities, that the Registration Statement contains
an untrue statement of a material fact or omits a material fact required to be
stated in the Registration Statement or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading.

                                   ARTICLE IX

                                    LEGENDS

Section 9.1. Legends. Unless otherwise provided below, each certificate
representing Registrable Securities will bear the following legend or equivalent
(the "Legend"):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.

Upon the execution and delivery hereof, the Company is issuing to the transfer
agent for its Common Stock (and to any substitute or replacement transfer agent
for its Common Stock upon the Company's appointment of any such substitute or
replacement transfer agent) instructions in substantially the form of Exhibit E
hereto. Such instructions shall be irrevocable by the Company from and after the
date hereof or from and after the issuance thereof to any such substitute or
replacement transfer agent, as the case may be, except as otherwise expressly
provided in the Registration Rights Agreement. It is the intent and purpose of
such instructions, as provided therein, to require the transfer agent for the
Common Stock from time to time upon transfer of Registrable Securities by the
Investor to issue certificates evidencing such Registrable Securities free of
the Legend during the following periods and under the following circumstances
and without consultation by the transfer agent with the Company or its counsel
and without the need for any further advice or instruction or documentation to
the transfer agent by or from the Company or its counsel or the Investor:

       (a) at any time after the Effective Date, upon surrender of one or more
certificates evidencing Common Stock that bear the Legend, to the extent
accompanied by a notice requesting the issuance of new certificates free of the
Legend to replace those surrendered; provided that (i) the

                                       24
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Registration Statement shall then be effective; (ii) the Investor confirms to
the transfer agent that it has sold, pledged or otherwise transferred or agreed
to sell, pledge or otherwise transfer such Common Stock in a bona fide
transaction to a third party that is not an affiliate of the Company; and (iii)
the Investor confirms to the transfer agent that the Investor has complied with
the prospectus delivery requirement.

       (b) at any time upon any surrender of one or more certificates evidencing
Registrable Securities that bear the Legend, to the extent accompanied by a
notice requesting the issuance of new certificates free of the Legend to replace
those surrendered and containing representations that (i) the Investor is
permitted to dispose of such Registrable Securities without limitation as to
amount or manner of sale pursuant to Rule 144(k) under the Securities Act or
(ii) the Investor has sold, pledged or otherwise transferred or agreed to sell,
pledge or otherwise transfer such Registrable Securities in a manner other than
pursuant to an effective registration statement, to a transferee who will upon
such transfer be entitled to freely tradable securities.

Any of the notices referred to above in this Section 9.1 may be sent by
facsimile to the Company's transfer agent.

Section 9.2. No Other Legend or Stock Transfer Restrictions. No legend other
than the one specified in Section 9.1 has been or shall be placed on the share
certificates representing the Common Stock and no instructions or "stop transfer
orders," so called, "stock transfer restrictions," or other restrictions have
been or shall be given to the Company's transfer agent with respect thereto
other than as expressly set forth in this Article IX.

Section 9.3. Investor's Compliance. Nothing in this Article shall affect in any
way the Investor' s obligations under any agreement to comply with all
applicable securities laws upon resale of the Common Stock.

                                    ARTICLE X

                                 CHOICE OF LAW

Section 10.1. Governing Law. This Agreement 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 of such state. Each party hereto hereby submits to
the exclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State Court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each party hereto irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court has been brought in an inconvenient forum. Each party hereto hereby
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.

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                                   ARTICLE XI

                          ASSIGNMENT; ENTIRE AGREEMENT

Section 11.1. Assignment. Neither this Agreement nor any rights of the Investor
or the Company hereunder may be assigned by either party to any other person.
Notwithstanding the foregoing, (a) the provisions of this Agreement shall inure
to the benefit of, and be enforceable by, any transferee of any of the Preferred
Stock purchased or acquired by the Investor hereunder with respect to the
Preferred Stock held by such person, and (b) upon the prior written consent of
the Company, which consent shall not unreasonably be withheld or delayed, the
Investor's interest in this Agreement may be assigned at any time, in whole or
in part, to any other person or entity (including any affiliate of the Investor)
who agrees to make the representations and warranties contained in Article III
and who agrees to be bound by the covenants of Article V.

                                   ARTICLE XII

                                    NOTICES

Section 12.1. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

If to the Company:                      Integrated Surgical Systems, Inc.
                                        1850 Research Park Drive
                                        Davis, CA  95616-4884
                                        Attention: Ramesh C. Trivedi
                                        Telephone: (530) 792-2600
                                        Facsimile: (530) 792-2690

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with a copy to:
(shall not constitute notice)         Snow  Becker Krauss P.C.
                                      605 Third Avenue
                                      New York, NY 10158
                                      Attention:  Jack Becker
                                      Telephone: (212) 687-3860
                                      Facsimile: (212) 949-7052

if to the Investor:                   As set forth on the signature page hereto.

Either party hereto may from time to time change its address or facsimile number
for notices under this Section 12.1 by giving at least ten (10) days' prior
written notice of such changed address or facsimile number to the other party
hereto.

                                  ARTICLE XIII

                                  TERMINATION

Section 13.1. Termination by Mutual Written Consent. This Agreement may be
terminated and the transactions contemplated hereby may be abandoned, for any
reason and at any time prior to the Closing Date, by the mutual written consent
of the Company and the Investor.

Section 13.2. Termination by the Company or the Investors. This Agreement may be
terminated and the transactions contemplated hereby may be abandoned by action
of the Company or the Investors if (i) the Closing shall not have occurred at or
prior to 5:00 p.m., New York City time, on July 30, 1999; provided, however,
that the right to terminate this Agreement pursuant to this Section 13.2 shall
not be available to any party whose failure to fulfill any of its obligations
under this Agreement has been the cause of or resulted in the failure of the
Closing to occur at or before such time and date or (ii) any court or public or
governmental authority shall have issued an order, ruling, judgment or writ, or
there shall be in effect any law, restraining, enjoining or otherwise
prohibiting the consummation of any of the transactions contemplated by this
Agreement.

Section 13.3. Termination by the Investors. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned by the Investors at any
time prior to the Closing Date, if (i) the Company shall have failed to comply
in any material respect with any of its covenants or agreements contained in
this Agreement, (ii) there shall have been a breach by the Company with respect
to any representation or warranty made by it in this Agreement or (iii) there
shall be in existence any condition, having or reasonably and forseeably likely
to have a Material Adverse Effect.

                                       27
   28

Section 13.4. Termination by the Company. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned by the Company at any time
prior to the Closing Date, if (i) the Investors shall have failed to comply in
any material respect with any of their respective covenants or agreements
contained in this Agreement or (ii) there shall have been a breach by the
Investors with respect to any representation or warranty made by them in this
Agreement.

Section 13.5. Fees and Expenses of Termination. If this Agreement is terminated
for any reason, the Company shall reimburse the Investors for all of the
Investor's out-of-pocket costs and expenses incurred in connection with the
transactions contemplated by this Agreement (including, but not limited to, the
fees and disbursements of Investor's legal counsel as set forth in Section
14.7).

                                   ARTICLE XIV

                                 MISCELLANEOUS

Section 14.1. Counterparts/ Facsimile/ Amendments. This Agreement may be
executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall
be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. Except as
otherwise stated herein, in lieu of the original documents, a facsimile
transmission or copy of the original documents shall be as effective and
enforceable as the original. This Agreement may be amended only by a writing
executed by all parties.

Section 14.2. Entire Agreement. This Agreement, the Exhibits hereto, which
include, but are not limited to the Warrant, and the Registration Rights
Agreement, set forth the entire agreement and understanding of the parties
relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and written relating to the subject matter hereof. The terms and
conditions of all Exhibits to this Agreement are incorporated herein by this
reference and shall constitute part of this Agreement as is fully set forth
herein.

Section 14.3. Survival; Severability. The representations, warranties, covenants
and agreements of the parties hereto shall survive each Closing hereunder. In
the event that any provision of this Agreement becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that
such severability shall be ineffective if it materially changes the economic
benefit of this Agreement to any party.

Section 14.4. Title 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.

Section 14.5. Reporting Entity for the Common Stock. The reporting entity relied
upon for the determination of the trading price or trading volume of the Common
Stock on any given Trading Day

                                       28
   29

for the purposes of this Agreement shall be Bloomberg, L.P. or any successor
thereto. The written mutual consent of the Investor and the Company shall be
required to employ any other reporting entity.

Section 14.6. Replacement of Certificates. Upon (i) receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of a certificate representing the Preferred Stock or any Conversion
Shares or Warrant or any Warrant Shares and (ii) in the case of any such loss,
theft or destruction of such certificate, upon delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
(which shall not exceed that required by the Company's transfer agent in the
ordinary course) or (iii) in the case of any such mutilation, on surrender and
cancellation of such certificate, the Company at its expense will execute and
deliver, in lieu thereof, a new certificate of like tenor.

Section 14.7. Fees and Expenses. Each of the Company and the Investor agrees to
pay its own expenses incident to the performance of its obligations hereunder,
except that the Company shall pay the fees, expenses and disbursements of
Investor's counsel in an amount not to exceed $10,000.

                                       29
   30

Section 14.8. Brokerage. Each of the parties hereto represents that it has had
no dealings in connection with this transaction with any finder or broker who
will demand payment of any fee or commission from the other party except for
Trinity Capital Advisors, Inc. as set forth on the Schedule of Exceptions, whose
fee shall be paid by the Company. The Company on the one hand, and the Investor,
on the other hand, agree to indemnify the other against and hold the other
harmless from any and all liabilities to any person claiming brokerage
commissions or finder's fees on account of services purported to have been
rendered on behalf of the indemnifying party in connection with this Agreement
or the transactions contemplated hereby.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.

                                       INTEGRATED SURGICAL SYSTEMS, INC.

                                       By:
                                           ----------------------------------
                                           Ramesh C. Trivedi
                                           Chief Executive Officer and President

Jurisdiction of Incorporation
  of Investor:
              ----------------         INVESTOR
Address:                               Name:       The Shaar Fund Ltd.
        ----------------------                -----------------------------
                                       By:
        ----------------------                -----------------------------
                                       Title:
        ----------------------                -----------------------------
                                                   Authorized Signatory
        ----------------------
Telephone:
          --------------------
Telecopier:
           -------------------

Amount of investment: $2,000,000
                      ----------

                                       30

   31
                                                                       EXHIBIT A

                          CERTIFICATE OF DESIGNATIONS,

                            PREFERENCES AND RIGHTS OF

                     SERIES D CONVERTIBLE PREFERRED STOCK OF

                        INTEGRATED SURGICAL SYSTEMS, INC.

                     PURSUANT TO SECTION 151 OF THE DELAWARE

                             GENERAL CORPORATION LAW

       Integrated Surgical Systems, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(hereinafter the "Corporation"), in accordance with the provisions of Section
151(g) thereof, DOES HEREBY CERTIFY that at a meeting of the Board of Directors
of the Corporation duly held on June 28, 1999:

       FIRST: The following resolution was duly adopted by the Board of
Directors of the Corporation:

       "RESOLVED: That pursuant to the authority vested in the Board of
Directors of the Corporation by Article 4 of the Corporation's restated
certificate of incorporation, as amended (the "Certificate of Incorporation"), a
series of Preferred Stock of the Corporation be, and it hereby is, created out
of the authorized but unissued shares of the capital stock of the Corporation,
such series to be designated Series D Convertible Preferred Stock (the "Series D
Convertible Preferred Stock"), to consist of 2,000 shares, par value $0.01 per
share, of which the preferences and relative and other rights, and the
qualifications, limitations or restrictions thereof, shall be as set forth in
the Certificate of Designations annexed hereto:

       1. NUMBER OF SHARES OF SERIES D CONVERTIBLE PREFERRED STOCK. Of the
994,730 shares of authorized but unissued Preferred Stock, $0.01 par value
("Preferred Stock") of the Corporation, two thousand (2,000) shares shall be
designated and known as Series D Convertible Preferred Stock, par value $0.01
per share ("Series D Convertible Preferred Stock").

       2. VOTING.

          (a) Unless required by law, no holder of any shares of Series D
Convertible Preferred Stock shall be entitled to vote at any meeting of
stockholders of the Corporation (or any written actions of stockholders in lieu
of meetings) with respect to any matters presented to the stockholders of the
Corporation for their action or consideration. Notwithstanding the foregoing,
the Corporation shall provide each holder of record of Series D Convertible
Preferred Stock with timely notice of every meeting of stockholders of the
Corporation and shall provide each holder with copies of all proxy materials
distributed in connection therewith.

          (b) So long as shares of Series D Convertible Preferred Stock are
outstanding, the Corporation shall not, without first obtaining the approval (by
vote or written consent, as provided by the Delaware General Corporation Law) of
the holders of at least 85% of the then outstanding shares of Series D
Convertible Preferred Stock:

   32

             (i) alter or change the rights, preferences or privileges of the
Series D Convertible Preferred Stock;

             (ii) create any new class or series of capital stock ranking on a
parity with ("Pari Passu Securities") or a preference over the Series D
Convertible Preferred Stock as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation ("Senior Securities") or alter or
change the rights, preferences or privileges of any Senior Securities so as to
affect adversely the Series D Convertible Preferred Stock;

             (iii) increase the authorized number of shares of Series D
Convertible Preferred Stock; or

             (iv) do any act or thing not authorized or contemplated by this
Certificate of Designations which would result in taxation of the holders of
shares of the Series D Convertible Preferred Stock under Section 305 of the
Internal Revenue Code of 1986, as amended (or any comparable provision of the
Internal Revenue Code as hereafter from time to time amended).

         In the event holders of at least 85% of the then outstanding shares of
Series D Convertible Preferred Stock agree to allow the Corporation to alter or
change the rights, preferences or privileges of the shares of Series D
Convertible Preferred Stock, pursuant to subsection (b) above, so as to affect
the Series D Convertible Preferred Stock, then the Corporation will deliver
notice of such approved change to the holders of the Series D Convertible
Preferred Stock that did not agree to such alteration or change (the "Dissenting
Holders") and Dissenting Holders shall have the right for a period of thirty
(30) days to convert any and all shares of then held Series D Convertible
Preferred Stock pursuant to the terms of this Certificate of Designations as in
effect prior to such alteration or change, or else to continue to hold their
shares of Series D Convertible Preferred Stock.

       3. DIVIDENDS.

          No holder of any shares of Series D Convertible Preferred Stock shall
be entitled to receive any dividends.

       4. LIQUIDATION.

          (a) If the Corporation shall commence a voluntary case under the
Federal bankruptcy laws or any other applicable Federal or state bankruptcy,
insolvency or similar law, or consent to the entry of an order for relief in an
involuntary case under any law or to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of the
Corporation or of any substantial part of its property, or make an assignment
for the benefit of its creditors, or admit in writing its inability to pay its
debts generally as they become due, or if a decree or order for relief in
respect of the Corporation shall be entered by a court having jurisdiction in
the premises in an involuntary case under the Federal bankruptcy laws or any
other applicable Federal or state bankruptcy, insolvency or similar law
resulting in the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Corporation or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order shall be unstayed and in effect for a
period of thirty (30) consecutive days and, on account of any such event, the
Corporation shall liquidate, dissolve or wind up, or if the Corporation shall
otherwise liquidate, dissolve or wind up (each such event being considered a
"Liquidating Event"), no

                                       2
   33

distribution shall be made to the holders of any shares of capital stock of the
Corporation upon liquidation, dissolution or winding up unless prior thereto,
the holders of shares of Series D Convertible Preferred Stock shall have
received the Liquidation Preference (as defined in Article 4(c)) with respect to
each share. If upon the occurrence of a Liquidation Event, the assets and funds
available for distribution among the holders of the Series D Convertible
Preferred Stock and holders of Pari Passu Securities shall be insufficient to
permit the payment to such holders of the preferential amounts payable thereon,
then the entire assets and funds of the Corporation legally available for
distribution to the Series D Convertible Preferred Stock and the Pari Passu
Securities shall be distributed ratably among such shares in proportion to the
ratio that that Liquidation Preference payable on each such share bears to the
aggregate Liquidation Preference payable on all such shares.

             (b) At the option of each holder of the Series D Convertible
Preferred Stock, the sale, conveyance of disposition of all or substantially all
of the assets of the Corporation, the effectuation by the Corporation of a
transaction or series or related transactions in which more than 50% of the
voting power of the Corporation is disposed of, or the consolidation, merger or
other business combination of the Corporation with or into any other Person or
Persons when the Corporation is not the survivor shall be deemed to be a
liquidation, dissolution or winding up of the Corporation pursuant to which the
Corporation shall be required to distribute, upon consummation of and as a
condition to such transaction an amount equal to the Liquidation Preference with
respect to each outstanding share of Series D Convertible Preferred Stock held
by such Holder in accordance with and subject to the terms of this Article 4.

             (c) The Liquidation Preference shall be the Stated Value of $1,000
per share of Series D Convertible Preferred Stock.

             (d) The Series D Convertible Preferred Stock shall rank on a parity
with the Corporation's Series A Convertible Preferred Stock, Series B
Convertible Preferred Stock and Series C Convertible Preferred Stock as to the
distribution of the assets of the Corporation upon liquidation, dissolution or
winding up of the Corporation.

       5. OPTIONAL CONVERSION. The holders of shares of Series D Convertible
Preferred Stock shall have the following conversion rights:

          (a) RIGHT TO CONVERT; CONVERSION PRICE. Subject to the terms,
conditions, and restrictions of this Paragraph 5, the holder of any shares of
Series D Convertible Preferred Stock shall have the right to convert each such
share of Series D Convertible Preferred Stock (except that upon any liquidation
of the Corporation, the right of conversion shall terminate at the close of
business on the business day fixed for payment of the amount distributable on
the Series D Convertible Preferred Stock) into an amount of shares of Common
Stock equal to the Stated Value of such share or shares of Series D Convertible
Preferred Stock divided by (i) the lowest intraday or closing price at which a
trade of the Common Stock is executed, as reported by Bloomberg L.P., on the
principal market for the Corporation's Common Stock (the "Principal Market")
during the period of five Trading Days ending with the last Trading Day prior to
the date of conversion (the "Conversion Date") (the "Market Price"), after (ii)
discounting the Market Price by 15% to determine the conversion price (the
"Conversion Price"). To illustrate, if the Market Price as of the Conversion
Date is $3.00 and 100 shares of Series D Convertible Preferred Stock are being
converted, the Stated Value for which would be $100,000, then the Conversion
Price shall be $2.55 per share of Common Stock ($3.00 x .85), whereupon the
Stated Value of $100,000 of Series D

                                       3
   34

Convertible Preferred Stock would entitle the holder thereof to convert the 100
shares of Series D Convertible Preferred Stock into 39,216 shares of Common
Stock ($100,000 divided by $2.55 equals 39,216). However, in no event shall the
Conversion Price be greater than 150% of the lowest price at which a trade of
the Common Stock is executed, as reported by Bloomberg L.P., on the Principal
Market during the period of five Trading Days ending with the last Trading Day
prior to the Original Issuance Date, as defined in the next paragraph (the
"Maximum Conversion Price"). In addition, if the Conversion Price on any
Conversion Date is less than $3.00, then instead of issuing shares of Common
Stock upon conversion, upon prior written notice to the holder, the Corporation
may elect to pay the holder an amount in cash equal to (i) the closing sale
price on the Principal Market on the day prior to the Conversion Date multiplied
by (ii) the number of shares of Common Stock which would otherwise be issuable
to the holder upon such conversion, or any combination of cash and shares of
Common Stock. If notice of the Corporation's election to pay the holder in cash
is not received by the holder prior to the receipt by the Corporation of a
Conversion Notice, the Corporation shall pay the holder in shares of Common
Stock.

             (b) CONVERSION DATE. (i) The holder of any shares of Series D
Convertible Preferred Stock may convert: 90 days after the date upon which the
Series D Convertible Preferred Stock was originally issued (the "Original
Issuance Date"), 25% of the cumulative amount of shares of Series D Convertible
Preferred Stock held by such holder; 120 days after the Original Issuance Date,
50% of the cumulative amount of shares of Series D Convertible Preferred Stock
held by such holder; 150 days after the Original Issuance Date, 75% of the
cumulative amount of shares of Series D Convertible Preferred Stock held by such
holder; and 180 days after the Original Issuance Date, 100% of the cumulative
amount of shares of Series D Convertible Preferred Stock held by such holder. In
the event that the Market Price exceeds the Maximum Conversion Price at any time
prior to 180 days after the Original Issuance Date, then all of the shares of
Series D Convertible Preferred Stock shall become immediately convertible.

             (ii) No shares of Series D Convertible Preferred Stock may be
converted into Common Stock, to the extent that, after giving effect to the
conversion and issuance of the Common Stock to be issued pursuant to the
applicable Conversion Notice, the total number of shares of Common Stock deemed
beneficially owned by the holder requesting conversion (other than by virtue of
the ownership of unconverted shares of Series D Convertible Preferred Stock or
the ownership of other securities that have limitations on a holder's rights to
exchange, convert or exercise similar to those limitations set forth herein),
together with all shares of Common Stock deemed beneficially owned by such
holder's Affiliates (as defined in Rule 405 of the Securities Act of 1933, as
amended) that would be aggregated for purposes of determining whether a group
under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, would exceed 5% of the total issued and
outstanding shares of Common Stock. If any court of competent jurisdiction shall
determine that the foregoing limitation is ineffective to prevent a holder from
being deemed the beneficial owner of more than 5% of the then outstanding shares
of Common Stock, then the Corporation shall redeem so many of such holder's
shares of Series D Convertible Preferred Stock pursuant to Paragraph 7(a) hereof
as are necessary to cause such holder to be deemed the beneficial owner of not
more than 5% of the then outstanding shares of Common Stock.

             (iii) Unless the Corporation shall have obtained the approval of
its voting stockholders to such issuance, if required in accordance with the
rules of the Principal Market, the Corporation shall not issue shares of Common
Stock upon conversion of any shares of Series D Convertible Preferred Stock if
such issuance of Common Stock, when added to the number of shares

                                       4
   35

of Common Stock previously issued by the Corporation upon conversion of shares
of the Series D Convertible Preferred Stock, would result in the issuance of
more than 19.9% of the number of shares of Common Stock which were issued and
outstanding on the Original Issuance Date. To the extent the number of shares of
Common Stock issuable upon conversion would but for the limitation set forth in
this Subparagraph 5(b)(iii) exceed such limit, the Corporation shall redeem the
shares of Series C Convertible Preferred Stock that may not be converted into
shares of Common Stock as a result of such limitation for an amount in cash
equal to the greater of (i) $1,500 per share of Series D Convertible Preferred
Stock and (ii) the Market Price of the Common Stock into which such shares of
Series D Convertible Preferred Stock could have been converted but for such
limitation on the date of the Conversion Notice.

             (c) NOTICE OF CONVERSION. The right of conversion shall be
exercised by the holder thereof by giving written notice (the "Conversion
Notice") to the Corporation, by facsimile or by registered mail or overnight
delivery service, with a copy by facsimile to the Corporation's then transfer
agent for its Common Stock, as designated by the Corporation from time to time,
that the holder elects to convert a specified number of shares of Series D
Convertible Preferred Stock representing a specified Stated Value thereof into
Common Stock and, if such conversion will result in the conversion of all of
such holder's shares of Series D Convertible Preferred Stock, by surrender of a
certificate or certificates for the shares so to be converted to the Corporation
at its principal office (or such other office or agency of the Corporation as
the Corporation may designate by notice in writing to the holders of the Series
D Convertible Preferred Stock) at any time during its usual business hours on
the date set forth in the Conversion Notice, together with a statement of the
name or names (with address) in which the certificate or certificates for shares
of Common Stock shall be issued. The Conversion Notice shall include therein the
Stated Value of shares of Series D Convertible Preferred Stock to be converted,
and a calculation (i) of the Market Price, (ii) the Conversion Price, and (iii)
the number of shares of Common Stock to be issued in connection with such
conversion.

             (d) ISSUANCE OF CERTIFICATES; TIME CONVERSION EFFECTED. (i)
Promptly, but in no event more than three business days, after the receipt of
the Conversion Notice referred to in Subparagraph 5(c) (and surrender of the
certificate or certificates for the share or shares of Series D Convertible
Preferred Stock to be converted within three business days after the receipt of
the Conversion Notice), the Corporation shall issue and deliver, or cause to be
issued and delivered, to the holder, registered in such name or names as such
holder may direct, a certificate or certificates for the number of whole shares
of Common Stock into which such shares of Series D Convertible Preferred Stock
are converted. To the extent permitted by law, such conversion shall be deemed
to have been effected on the date on which such Conversion Notice shall have
been received by the Corporation and at the time specified stated in such
Conversion Notice, which must be during the calendar day of such notice, and at
such time the rights of the holder of such share or shares of Series D
Convertible Preferred Stock shall cease, and the person or persons in whose name
or names any certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby. Issuance of shares of
Common Stock issuable upon conversion which are requested to be registered in a
name other than that of the registered holder shall be subject to compliance
with all applicable federal and state securities laws.

                                       5
   36

             (ii) The Corporation understands that a delay in the issuance of
the shares of Common Stock beyond three business days could result in economic
loss to the holder. As compensation to the holder for such loss, the Corporation
agrees to pay late payments to the holder for late issuance of shares of Common
Stock upon conversion in accordance with the following schedule (where "No.
Business Days Late" is defined as the number of business days beyond three (3)
business days from the date of receipt of the Conversion Notice):

             No. Business Days Late                       Late Payment For Each
                                                     $5,000 of Liquidation Preference
                                                          Amount Being Converted
       -----------------------------------        --------------------------------------
                                               
                      1                                          $100
                      2                                          $200
                      3                                          $300
                      4                                          $400
                      5                                          $500
                      6                                          $600
                      7                                          $700
                      8                                          $800
                      9                                          $900
                      10                                        $1,000
                     >10                          $1,000 + $200 for each Business Day
                                                          Late beyond 10 days

The Corporation shall pay any payments incurred under this Section in
immediately available funds upon demand. Nothing herein shall limit holder's
right to pursue injunctive relief and/or actual damages for the Corporation's
failure to issue and deliver Common Stock to the holder. Furthermore, in
addition to any other remedies which may be available to the holder, in the
event that the Corporation fails for any reason to effect delivery of such
shares of Common Stock within five business days the date of receipt of the
Conversion Notice, the holder will be entitled to revoke the relevant Conversion
Notice by delivering a notice to such effect to the Corporation whereupon the
Corporation and the holder shall each be restored to their respective positions
immediately prior to delivery of such Conversion Notice.

             (iii) If, at any time (a) the Corporation challenges, disputes or
denies the right of the holder to effect the conversion of the Series D
Convertible Preferred Stock into Common Shares or otherwise dishonors or rejects
any Conversion Notice delivered in accordance with this Section 5 or (b) any
third party who is not and has never been an Affiliate of the holder commences
any lawsuit or proceeding or otherwise asserts any claim before any court or
public or governmental authority which seeks to challenge, deny, enjoin, limit,
modify, delay or dispute the right of the holder hereof to effect the
conversion of the Series D Convertible Preferred Stock into Common Stock, then
the holder shall have the right, by written notice to the Corporation, to
require the Corporation to promptly redeem the Series D Convertible Preferred
Stock for cash at a redemption price equal

                                       6
   37

to one hundred thirty-five percent (135%) of the Stated Value thereof (the
"Mandatory Purchase Amount"). Under any of the circumstances set forth above,
the Corporation shall be responsible for the payment of all costs and expenses
of the holder, including reasonable legal fees and expenses, as and when
incurred in disputing any such action or pursuing its rights hereunder (in
addition to any other rights of the holder).

             (iv) The holder shall be entitled to exercise its conversion
privilege notwithstanding the commencement of any case under 11 U.S.C. Section
101 et seq. (the "Bankruptcy Code"). In the event the Corporation is a debtor
under the Bankruptcy Code, the Corporation hereby waives to the fullest extent
permitted any rights to relief it may have under 11 U.S.C. Section 362 in
respect of the holder's conversion privilege. The Corporation hereby waives to
the fullest extent permitted any rights to relief it may have under 11 U.S.C.
Section 362 in respect of the conversion of the Series D Convertible Preferred
Stock. The Corporation agrees, without cost or expense the holder, to take or
consent to any and all action necessary to effectuate relief under 11 U.S.C.
Section 362.

          (e) FRACTIONAL SHARES. No fractional shares shall be issued upon
conversion of Series D Convertible Preferred Stock into Common Stock. All
fractional shares shall be rounded up to the nearest whole share.

          (f) REORGANIZATION OR RECLASSIFICATION. If any capital reorganization
or reclassification of the capital stock of the Corporation shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, or, in the
case of any consolidation, merger or mandatory share exchange of the Corporation
into any other company, then, as a condition of such reorganization,
reclassification or exchange, lawful and adequate provisions shall be made
whereby each holder of a share or shares of Series D Convertible Preferred Stock
shall thereupon have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore receivable upon the conversion of such share or shares
of Series D Convertible Preferred Stock, such shares of stock, securities or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore receivable upon such conversion had such
reorganization, reclassification or exchange not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of such holder to the end that the provisions hereof (including
without limitation provisions for adjustments of the conversion rights) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise of such
conversion rights.

          (g) ADJUSTMENTS FOR SPLITS, COMBINATIONS, ETC. The Conversion Price
and the number of shares of Common Stock into which the Series D Convertible
Preferred Stock shall be convertible shall be adjusted for stock splits,
combinations, or other similar events. Additionally, an adjustment will be made
in the case of an exchange of Common Stock, consolidation or merger of the
Company with or into another corporation or sale of all or substantially all of
the assets of the Company in order to enable the holder of Series D Convertible
Preferred Stock to acquire the kind and the number of shares of stock or other
securities or property receivable in such event by a holder of the number of
shares of Common Stock that might otherwise have been issued upon the conversion
of the Series D Convertible Preferred Stock. No adjustment to the Conversion
Price will

                                       7
   38

be made for dividends (other than stock dividends), if any, paid on the Common
Stock or for securities issued pursuant to exercise for fair value of options,
warrants, or restricted stock.

(h) ADJUSTMENTS TO CONVERSION RATIO. For so long as any shares of Series D
Convertible Preferred Stock are outstanding, but no later than one year from the
effective date of a registration statement registering for resale by the holders
the shares of Common Stock issuable upon conversion of the Series D Convertible
Preferred Stock, if the Corporation (i) issues and sells pursuant to an
exemption from registration under the Securities Act (A) Common Stock at a
purchase price on the date of issuance thereof that is lower than the Conversion
Price at such date (other than shares of Common Stock issued upon conversion of
the Corporation's convertible preferred stock outstanding on the Original
Issuance Date, shares of Common Stock proposed to be issued to a group of
foreign investors, as described in the Company's Form 10-QSB/A for the fiscal
quarter ended March 31, 1999 and shares of Common Stock issued upon exercise of
warrants issued to those foreign investors, or in connection with the exercise
of any warrants or options outstanding on the Original Issuance Date or pursuant
to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options
with an exercise price on the date of issuance of the warrants or options that
is lower than the Conversion Price on such date (other than options and stock
awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans or
the warrants proposed to be issued to the group of foreign investors referred to
in clause (A) above), or (C) convertible, exchangeable or exercisable securities
with a right to convert, exchange or exercise at lower than the Conversion Price
on the date of issuance or conversion, as applicable, of such convertible,
exchangeable or exercisable securities (other than the warrants proposed to be
issued to the group of foreign investors referred to in clause (A) above or
options and stock awards granted pursuant to the Corporation's 1995 and 1998
Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to
demand that the Corporation register under the Securities Act such Common Stock
issued or the Common Stock for which such warrants or options may be exercised
or such convertible, exchangeable or exercisable securities may be converted,
exercised or exchanged, then the Conversion Price shall be reduced to a rate
equal to the lowest of any lower rates since the most recently received
Conversion Notice, and such Adjusted Conversion Price shall apply to any future
Conversion Notices received by the Corporation. The Adjusted Conversion Price as
it may exist from time to time shall not apply retroactively to any shares of
Series D Convertible Preferred Stock converted prior to the implementation of
such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation
may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of
Common Stock (subject to adjustment only for stock splits, stock dividends and
reverse stock splits) at any price determined by the Board of Directors, after
the Original Issuance Date, without causing an Adjusted Conversion Price.

       6. MANDATORY CONVERSION.

          (a) MANDATORY CONVERSION DATE. If on or after the third anniversary of
the Original Issuance Date (such date as selected by the Corporation being the
"Mandatory Conversion Date"), there remain issued and outstanding any shares of
Series D Convertible Preferred Stock, then the Corporation shall be entitled to
require all (but not less than all) holders of shares of Series D Convertible
Preferred Stock then outstanding to convert their shares of Series D Convertible
Preferred Stock into shares of Common Stock or, at the option of the
Corporation, to buy out all such holders in cash, at the price set forth in
Subparagraph 5(a). The Corporation shall provide written notice (the "Mandatory
Conversion Notice") to the holders of shares of Series D Convertible Preferred
Stock of such mandatory conversion or such mandatory buy-out. The Mandatory

                                       8
   39

Conversion Notice shall include (i) the Stated Value of the shares of Series D
Convertible Preferred Stock to be converted or bought out, (ii) the Conversion
Price at the Mandatory Conversion Date, and (iii) the number of shares of the
Corporation's Common Stock to be issued (or the amount of cash to be paid in the
event of a buy-out) upon such mandatory conversion or such mandatory buy-out at
the then applicable Conversion Price. Notwithstanding the foregoing, in no event
shall the Corporation convert that portion of the Series D Convertible Preferred
Stock to the extent that the issuance of Common Stock upon the conversion of
such Series D Convertible Preferred Stock, when combined with shares of Common
Stock received upon other conversions of Series D Convertible Preferred Stock by
such holder and any other holders of Series D Convertible Preferred Stock, would
exceed 19.99% of the Common Stock outstanding on the Original Issuance Date, or
as to any individual holder, make such holder the beneficial owner of 5% or more
of the Company's then outstanding Common Stock.

          (b) SURRENDER OF CERTIFICATES. On or before the Mandatory Conversion
Date, each holder of shares of Series D Convertible Preferred Stock shall
surrender his or its certificate or certificates for all such shares to the
Corporation at the place designated in such Mandatory Conversion Notice (or an
affidavit of lost certificate in form and content reasonably satisfactory to the
Corporation), and shall thereafter receive certificates for the number of shares
of Common Stock to which such holder is entitled or, in the event of a buy-out
by the Corporation, the amount of cash such holder is entitled within three
business days. On the Mandatory Conversion Date, all rights with respect to the
Series D Convertible Preferred Stock so converted, including the rights, if any,
to receive notices and vote, will terminate. All certificates evidencing shares
of Series D Convertible Preferred Stock that are required to be surrendered for
conversion in accordance with the provisions hereof, from and after the
Mandatory Conversion Date, shall be deemed to have been retired and cancelled,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date. The Corporation may thereafter take such
appropriate action as may be necessary to reduce the authorized Series D
Convertible Preferred Stock accordingly.

       7. REDEMPTION OF SERIES D CONVERTIBLE PREFERRED STOCK.

          (a) RIGHT TO REDEEM SERIES D CONVERTIBLE PREFERRED STOCK. At any time,
and from time to time, on and after the expiration of the earlier of (i) six
months from the Original Issuance Date or (ii) the closing of a registered
firm-commitment underwritten secondary offering of equity securities by the
Corporation for cash, the Corporation may, in its sole discretion, but shall not
be obligated to, redeem, in whole or in part, the then issued and outstanding
shares of Series D Convertible Preferred Stock, at a price (the "Redemption
Price") equal to the greater of (x) $1,500 per share of such Series D
Convertible Preferred Stock or (y) the Market Price of the Common Stock into
which such share of Series D Convertible Preferred Stock could be converted on
the date of the Redemption Notice (as hereinafter defined).

          (b) NOTICE OF REDEMPTION. The Corporation shall provide each holder of
record of the Series D Convertible Preferred Stock being redeemed with written
notice of redemption (the "Redemption Notice") not less than 30 days prior to
any date stipulated by the Corporation for the redemption of the Series D
Convertible Preferred Stock (the "Redemption Date"). The Redemption Notice shall
contain (i) the Redemption Date, (ii) the number of shares of Series D
Convertible Preferred Stock to be redeemed from the holder to whom the
Redemption Notice is delivered, (iii)

                                       9
   40

instructions for surrender to the Corporation of the certificate or certificates
representing the shares of Series D Convertible Preferred Stock to be redeemed,
and (iv) a procedure for the holder to specify the number of shares of Series D
Convertible Preferred Stock to be converted into Common Stock pursuant to
Paragraph 5.

          (c) RIGHT TO CONVERT SERIES D CONVERTIBLE PREFERRED STOCK UPON RECEIPT
OF REDEMPTION NOTICE. Upon receipt of the Redemption Notice, the recipient
thereof shall have the option, at its sole election, to specify what portion of
the Series D Convertible Preferred Stock called for redemption in the Redemption
Notice shall be redeemed as provided in this Paragraph 7 or converted into
Common Stock in the manner provided in Paragraph 5. If the holder of the Series
D Convertible Preferred Stock called for redemption elects to convert any of
such shares, then such conversion shall take place on the Conversion Date
specified by the holder, but in no event after the Redemption Date, in
accordance with the terms of Paragraph 5.

          (d) SURRENDER OF CERTIFICATES; PAYMENT OF REDEMPTION PRICE. On or
before the Redemption Date, each holder of the shares of Series D Convertible
Preferred Stock to be redeemed shall surrender the required certificate or
certificates representing such shares to the Corporation, in the manner and at
the place designated in the Redemption Notice, and upon payment to the holder of
the Redemption Price, each such surrendered certificate shall be cancelled and
retired. If payment of such redemption price is not made in full by the
Redemption Date the Holder shall again have the right to convert the Series D
Convertible Preferred Stock as provided in Paragraph 5 hereof. If a certificate
is surrendered and all the shares evidenced thereby are not being redeemed, the
Corporation shall issue new certificates to be registered in the names of the
person(s) whose name(s) appear(s) as the owners on the respective surrendered
certificates and deliver such certificate to such person(s).

       8. NOTICES. In case at any time:

          (a) the Corporation shall declare any dividend upon its Common Stock
payable in cash or stock or make any other pro rata distribution to the holders
of its Common Stock; or

          (b) the Corporation shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights; or

          (c) there shall be any capital reorganization or reclassification of
the capital stock of the Corporation, or a consolidation or merger of the
Corporation with or into, or a sale of all or substantially all its assets to,
another entity or entities; or

          (d) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, or by telex or facsimile or by recognized overnight
delivery service to non-U.S. residents, addressed to each holder of any shares
of Series D Convertible Preferred Stock at the address of such holder as shown
on the books of the Corporation, (i) at least 10 days' prior written notice of
the date on which the books of the Corporation shall close or a record shall be
taken for such dividend,

                                       10
   41

distribution or subscription rights or for determining rights to vote in respect
of any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up and (ii) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least 10 days' prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (i) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto and (ii) shall also specify the date on which the holders of
Common Stock 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.

       9. STOCK TO BE RESERVED. The Corporation, upon the effective date of this
Certificate of Designations, has a sufficient number of shares of Common Stock
available to reserve for issuance upon the conversion of all outstanding shares
of Series D Convertible Preferred Stock. The Corporation will at all times
reserve and keep available out of its authorized Common Stock, solely for the
purpose of issuance upon the conversion of Series D Convertible Preferred Stock
as herein provided, such number of shares of Common Stock as shall then be
issuable upon the conversion of all outstanding shares of Series D Convertible
Preferred . The Corporation covenants that all shares of Common Stock which
shall be so issued shall be duly and validly issued, fully paid and
non-assessable. The Corporation will take all such action as may be so taken
without violation of any applicable law or regulation, or of any requirement of
any national securities exchange upon which the Common Stock may be listed to
have a sufficient number of authorized but unissued shares of Common Stock to
issue upon conversion of the Series D Convertible Preferred Stock. The
Corporation will not take any action which results in any adjustment of the
conversion rights if the total number of shares of Common Stock issued and
issuable after such action upon conversion of the Series D Convertible Preferred
Stock would exceed the total number of shares of Common Stock then authorized by
the Corporation's Restated Certificate of Incorporation, as amended.

       10. NO REISSUANCE OF SERIES D CONVERTIBLE PREFERRED STOCK. Shares of
Series D Convertible Preferred Stock which are converted into shares of Common
Stock as provided herein shall not be reissued.

       11. ISSUE TAX. The issuance of certificates for shares of Common Stock
upon conversion of Series D Convertible Preferred Stock shall be made without
charge to the holder for any United States issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series D Convertible
Preferred Stock which is being converted.

       12. CLOSING OF BOOKS. The Corporation will at no time close its transfer
books against the transfer of any Series D Convertible Preferred Stock or of any
shares of Common Stock issued or issuable upon the conversion of any shares of
Series D Convertible Preferred Stock in any manner which interferes with the
timely conversion of such Series D Convertible Preferred Stock, except as may
otherwise be required to comply with applicable securities laws.

                                       11
   42

       13. DEFINITIONS. As used in this Certificate of Designations, the term
"Common Stock" shall mean and include the Corporation's authorized Common Stock,
$0.01 par value, as constituted on the date of filing of these terms of the
Series D Convertible Preferred Stock, and shall also include any capital stock
of any class of the Corporation thereafter authorized which shall neither be
limited to a fixed sum or percentage of par value in respect of the rights of
the holders thereof to participate in dividends nor entitled to a preference in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; provided that the shares of Common
Stock receivable upon conversion of shares of Series D Convertible Preferred
Stock shall include only shares designated as Common Stock of the Corporation on
the date of filing of this instrument, or in case of any reorganization,
reclassification, or stock split of the outstanding shares thereof, the stock,
securities or assets provided for in Subparagraph 5(f) and (g). Any capitalized
terms used in this Certificate of Designations but not defined herein shall have
the meanings set forth in that certain Preferred Stock Purchase Agreement among
the Corporation and the other persons signatory thereto relating to the issuance
and sale of the Series D Convertible Preferred Stock to the holders of the
Series D Convertible Preferred Stock on the Original Issuance Date, a copy of
which will be provided to any stockholder of the Corporation upon request to the
Secretary of the Corporation, without charge.

       14. LOSS, THEFT, DESTRUCTION OF PREFERRED STOCK. Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction or mutilation of
certificates representing shares of Series D Convertible Preferred Stock and, in
the case of any such loss, theft or destruction, upon receipt of indemnity or
security reasonably satisfactory to the Corporation, or, in the case of any such
mutilation, upon surrender and cancellation of the Series D Convertible
Preferred Stock certificate, the Corporation shall make, issue and deliver, in
lieu of such lost, stolen, destroyed or mutilated certificates for Series D
Convertible Preferred Stock, new certificates for Series D Convertible Preferred
Stock of like tenor. The Series D Convertible Preferred Stock shall be held and
owned upon the express condition that the provisions of this Paragraph14 are
exclusive with respect to the replacement of mutilated, destroyed, lost or
stolen shares of Series D Preferred Stock and shall preclude any and all other
rights and remedies notwithstanding any law or statue existing or hereafter
enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.

       15. WHO DEEMED ABSOLUTE OWNER. The Corporation may deem the person in
whose name the Series D Convertible Preferred Stock shall be registered upon the
registry books of the Corporation to be, and may treat it as, the absolute owner
of the Series D Convertible Preferred Stock for the purpose of conversion of the
Series D Convertible Preferred Stock and for all other purposes, and the
Corporation shall not be affected by any notice to the contrary. All such
payments and such conversion shall be valid and effectual to satisfy and
discharge the liability upon the Series D Convertible Preferred Stock to the
extent of the sum or sums so paid or the conversion so made.

                                       12
   43

       16. REGISTER. The Corporation shall keep at its principal office a
register in which the Corporation shall provide for the registration of the
Series D Convertible Preferred Stock. Upon any transfer of the Series D
Convertible Preferred Stock in accordance with the provisions hereof, the
Corporation shall register such transfer on the Series D Convertible Preferred
Stock register.

       17. WITHHOLDING. To the extent required by applicable law, the
Corporation may withhold amounts for or on account of any taxes imposed or
levied by or on behalf of any taxing authority in the United States having
jurisdiction over the Corporation from any payments made pursuant to the Series
D Convertible Preferred Stock.

       18. HEADINGS. The headings of the Sections of this Certificate of
Designations are inserted for convenience only and do not constitute a part of
this Certificate of Designations.

   IN WITNESS WHEREOF, Ramesh C. Trivedi, Chief Executive Officer and President
of the Corporation, under penalties of perjury, does hereby declare and certify
that this is the act and deed of the Corporation and the facts stated herein are
true and accordingly has signed this Certificate of Designations as of this 28th
day of June, 1999.

                                  INTEGRATED SURGICAL SYSTEMS, INC.

                                  By: /s/ Ramesh C. Trivedi
                                     -------------------------------------------
                                          Ramesh C. Trivedi
                                          Chief Executive Officer and President

                                       13

   44

                                                                       EXHIBIT B

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN
OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE WARRANT OR THE SHARES
ISSUABLE UPON EXERCISE HEREOF IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS,
OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF
THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS; AND
IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE WARRANT OR
SUCH SHARES, WHICH OPINION AND WHICH COUNSEL SHALL BE SATISFACTORY TO THE
COMPANY IN ITS SOLE DISCRETION.

                             STOCK PURCHASE WARRANT

                  To Purchase 25,000 Shares of Common Stock of

                        INTEGRATED SURGICAL SYSTEMS, INC.

        THIS CERTIFIES that, for value received, The Shaar Fund Ltd. (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth, at any time on or after December 30, 1999 and on or prior to December
29, 2003 (the "Termination Date") but not thereafter, to subscribe for and
purchase from INTEGRATED SURGICAL SYSTEMS, INC., a corporation incorporated in
Delaware (the "Company"), Twenty-five Thousand (25,000) shares (the "Warrant
Shares") of Common Stock, par value US $0.01 per share of the Company (the
"Common Stock"). The purchase price of one share of Common Stock (the "Exercise
Price") under this Warrant shall be equal to One Hundred Thirty (130%) percent
of the Market Price on the Closing Date (as those terms are defined in the
Preferred Stock Purchase Agreement dated as of June 30, 1999 ("Agreement"),
between the Company and the Holder), as reported by Bloomberg, L.P. The Exercise
Price and the number of shares for which the Warrant is exercisable shall be
subject to adjustment as provided herein. This Warrant is being issued in
connection with the Agreement and is subject to its terms and conditions. In the
event of any conflict between the terms of this Warrant and the Agreement, the
Agreement shall control.

   45

        1. Title of Warrant. Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

        2. Authorization of Shares. The Company covenants that all shares of
Common Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

        3. Exercise of Warrant. (a) Except as provided in Section 4 herein,
exercise of the purchase rights represented by this Warrant may be made at any
time or times, before the close of business on the Termination Date, or such
earlier date on which this Warrant may terminate as provided in this Warrant, by
the surrender of this Warrant and the Notice of Exercise Form annexed hereto
duly executed, at the office of the Company (or such other office or agency of
the Company as it may designate by notice in writing to the registered holder
hereof at the address of such holder appearing on the books of the Company) and
upon payment of the Exercise Price of the shares thereby purchased by cash,
check or bank draft payable to the Company or by wire transfer or cashier's
check drawn on a United States bank; whereupon the holder of this Warrant shall
be entitled to receive a certificate for the number of shares of Common Stock so
purchased. Certificates for shares purchased hereunder shall be delivered to the
holder hereof within three (3) business days after the date on which this
Warrant shall have been exercised as aforesaid. Payment of the Exercise Price of
the shares may be by certified check or cashier's check or by wire transfer to
an account designated by the Company in an amount equal to the Exercise Price
multiplied by the number of Warrant Shares. This Warrant shall be deemed to have
been exercised and such certificate or certificates shall be deemed to have been
issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as
of the date the Warrant has been exercised by payment to the Company of the
Warrant purchase price and all taxes required to be paid by Holder, if any,
pursuant to Section 5 prior to the issuance of such shares have been paid. If
this Warrant shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant Shares,
deliver to Holder a new Warrant evidencing the rights of Holder to purchase the
unpurchased shares of Common Stock called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.

                 (b) The Holder shall be entitled to exercise the Warrant
notwithstanding the commencement of any case under 11 U.S.C. Section 101 et seq.
(the "Bankruptcy Code"). In the event the Company is a debtor under the
Bankruptcy Code, the Company hereby waives to the fullest extent permitted any
rights to relief it may have under 11 U.S.C. Section 362 in respect of the
Holder's exercise right. The Company hereby waives to the fullest extent
permitted any rights to relief it may have under 11 U.S.C. Section 362 in
respect of the exercise of the Warrant. The Company agrees, without cost or
expense to the Holder, to take or consent to any and all action necessary to
effectuate relief under 11 U.S.C. Section 362.

                                       2
   46

        4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to the same fraction of the
Market Price per share of Common Stock as of the Closing Date.

        5. Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant; provided, however, that in the event certificates for
shares of Common Stock are to be issued in a name other than the name of the
holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the holder
hereof; and provided further, that upon any transfer involved in the issuance or
delivery of any certificates for shares of Common Stock, the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

        6. Closing of Books. The Company will not close its shareholder books or
records in any manner which prevents the timely exercise of this Warrant.

        7. Transfer, Division and Combination. (a) Subject to compliance with
any applicable securities laws, transfer of this Warrant and all rights
hereunder, in whole or in part, shall be registered on the books of the Company
to be maintained for such purpose, upon surrender of this Warrant at the
principal office of the Company, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment,
the Company shall execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denomination specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be
cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for
the purchase of shares of Common Stock without having a new Warrant issued.

                 (b) This Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by Holder or its agent or attorney. Subject to compliance
with Section 7(a), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.

                                       3
   47

                 (c) The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 7.

                 (d) The Company agrees to maintain, at its aforesaid office,
books for the registration and the registration of transfer of the Warrants.

        8. No Rights as Shareholder until Exercise. This Warrant does not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company prior to the exercise thereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

        9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
represents and warrants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
certificate or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory
to it, and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in lieu of such
Warrant or stock certificate.

        10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

        11. (a) Adjustments of Exercise Price and Number of Warrant Shares. The
number and kind of securities purchasable upon the exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) declare or pay
a dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of Common Stock, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock, then the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the holder of this Warrant shall be entitled
to receive the kind and number of Warrant Shares or other securities of the
Company which he would have owned or have been entitled to receive had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the holder of this Warrant shall thereafter be entitled
to purchase the number of Warrant Shares or other securities resulting from such
adjustment at an Exercise Price per such Warrant Share or other security
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company resulting from such adjustment. An
adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.

                                       4
   48

                 (b) Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then Holder shall have the right thereafter to receive, upon
exercise of the Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for adjustments of shares of Common Stock for
which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 11. For purposes of
this Section 11, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 11 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                 (c) Certain Limitations. Notwithstanding anything herein to the
contrary, the Company agrees not to enter into any transaction which, by reason
of any adjustment hereunder, would cause the Exercise Price to be less than the
par value per share of Common Stock.

        12. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant, reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

        13. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
to the holder of this Warrant notice of such adjustment or adjustments

                                       5
   49

setting forth the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares (and other securities or property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made. Such notice, in absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.

        14. Notice of Corporate Action. If at any time

                 (a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

                 (b) there shall be any capital reorganization of the Company,
any reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to, another corporation or,

                 (c) 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 to Holder (i) at
least 30 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).

                                       6
   50

        15. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of NASDAQ or any domestic
securities exchange upon which the Common Stock may be listed.

                 The Company shall not by any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use its best efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

                 Upon the request of Holder, the Company will at any time during
the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Warrant and
the obligations of the Company hereunder.

                 Before taking any action which would cause an adjustment
reducing the current Exercise Price below the then par value, if any, of the
shares of Common Stock issuable upon exercise of the Warrants, the Company shall
take any corporate action which may be necessary in order that the Company may
validly and legally issue fully paid and non-assessable shares of such Common
Stock at such adjusted Exercise Price.

                 Before taking any action which would result in an adjustment in
the number of shares of Common Stock for which this Warrant is exercisable or in
the Exercise Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

                                       7
   51

        16. Required Registration. Pursuant to the terms and conditions set
forth in the Registration Rights Agreement entered into between the Company and
the Holders as of the date of issuance of this Warrant, the Company shall
prepare and file with the Commission not later than the 45th day after the
Closing Date, a Registration Statement relating to the offer and sale of the
Common Stock issuable upon exercise of the Warrants and shall use its best
efforts to cause the Commission to declare such Registration Statement effective
under the Securities Act as promptly as practicable but no later than 90 days
after the closing date.

        17. Miscellaneous.

                 (a) Issue Date; Jurisdiction. The provisions of this Warrant
shall be construed and shall be given effect in all respects as if it had been
issued and delivered by the Company on the date hereof. This Warrant shall be
binding upon any successors or assigns of the Company. This Warrant shall
constitute a contract under the laws of New York without regard to its conflict
of law, principles or rules, and be subject to arbitration pursuant to the terms
set forth in the Agreement.

                 (b) Restrictions. The holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.

                 (c) Nonwaiver and Expenses. No course of dealing or any delay
or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder's rights, powers or
remedies, notwithstanding all rights hereunder terminate on the Termination
Date. If the Company fails to make, when due, any payments provided for
hereunder, or fails to comply with any other provision of this Warrant, the
Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys' fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.

                 (d) Notices. Any notice, request or other document required or
permitted to be given or delivered to the holder hereof by the Company shall be
delivered in accordance with the notice provisions of the Agreement.

                 (e) Limitation of Liability. No provision hereof, in the
absence of affirmative action by Holder to purchase shares of Common Stock, and
no enumeration herein of the rights or privileges of Holder hereof, shall give
rise to any liability of Holder for the purchase price of any Common Stock or as
a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.

                                       8
   52

                 (f) Remedies. Holder, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

                 (g) Successors and Assigns. Subject to applicable securities
laws, this Warrant and the rights evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of
all Holders from time to time of this Warrant and shall be enforceable by any
such Holder or holder of Warrant Stock.

                 (h) Cooperation. The Company shall cooperate with Holder in
supplying such information as may be reasonably necessary for Holder to complete
and file any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any Warrant or Restricted Common Stock.

                 (i) Indemnification. The Company agrees to indemnify and hold
harmless Holder from and against any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against Holder in any manner relating to or arising out of any failure by the
Company to perform or observe in any material respect any of its covenants,
agreements, undertakings or obligations set forth in this Warrant; provided,
however, that the Company will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, attorneys' fees, expenses or disbursements are found in a final
non-appealable judgment by a court to have resulted from Holder's negligence,
bad faith or willful misconduct in its capacity as a stockholder or
warrantholder of the Company.

                 (j) Amendment. This Warrant and all other Warrants may be
modified or amended or the provisions hereof waived with the written consent of
the Company and the Holder.

                 (k) Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

                                       9
   53

                 (l) Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

        IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.

Dated: June 30, 1999

                                    INTEGRATED SURGICAL SYSTEMS, INC.

                                    By:
                                       -----------------------------------------
                                           Ramesh C. Trivedi
                                           Chief Executive Officer and President

                                       10
   54

                               NOTICE OF EXERCISE

To: INTEGRATED SURGICAL SYSTEMS, INC.

        (1) The undersigned hereby elects to purchase ________ shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of INTEGRATED SURGICAL
SYSTEMS, INC. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.

        (2) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:

                    -------------------------------
                    (Name)

                    -------------------------------
                    (Address)

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

Dated:

                                             ------------------------------
                                             Signature

                                       1
   55

                                 ASSIGNMENT FORM

                   (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

        FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

                                                whose address is
- ------------------------------------------------

- ---------------------------------------------------------------.

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

                  Dated:
                        ----------------------,

                  Holder's Signature:
                                       ------------------------
                  Holder's Address:
                                       ------------------------

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

Signature Guaranteed:
                     ---------------------------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.

                                        2

   56
                                                                       EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 30th day of June, 1999,
between INTEGRATED SURGICAL SYSTEMS, INC., a corporation incorporated under the
laws of the State of Delaware, and having its principal place of business at
1850 Research Park Drive, Davis, California 95616-4884 (the "Company") and the
person signatory hereto (the "Holder").

       WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Holder is purchasing from the Company, pursuant to a Preferred
Stock Purchase Agreement dated the date hereof (the "Purchase Agreement"), 2,000
shares of Series D Convertible Preferred Stock, $0.01 par value and a Warrant to
purchase 25,000 shares of the Company's Common Stock (terms not defined herein
shall have the meanings ascribed to them in the Purchase Agreement); and

       WHEREAS, the Company desires to grant to the Holder the registration
rights set forth herein with respect to the shares of Common Stock issuable upon
conversion of the Series D Convertible Preferred Stock and shares of Common
Stock underlying the Warrant (hereinafter referred to as the "Stock" or
"Securities" of the Company).

       NOW, THEREFORE, the parties hereto mutually agree as follows:

       Section 1. Registrable Securities. As used herein the term "Registrable
Security" means the Securities; provided, however, that with respect to any
particular Registrable Security, such security shall cease to be a Registrable
Security when, as of the date of determination, (i) it has been effectively
registered under the Securities Act of 1933, as amended (the "1933 Act") and
disposed of pursuant thereto, (ii) registration under the 1933 Act is no longer
required for the immediate public distribution of such security without
limitation as to volume as a result of the provisions of Rule 144 promulgated
under the 1933 Act, or (iii) it has ceased to be outstanding. The term
"Registrable Securities" means any and/or all of the securities falling within
the foregoing definition of a "Registrable Security." In the event of any
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Common Stock, such adjustment shall be deemed
to be made in the definition of "Registrable Security" as is appropriate in
order to prevent any dilution or enlargement of the rights granted pursuant to
this Agreement.

       Section 2. Restrictions on Transfer. The Holder acknowledges and
understands that prior to the registration of the Securities as provided herein,
the Securities are "restricted securities" as defined in Rule 144 promulgated
under the Act. The Holder understands that no disposition or transfer of the
Securities may be made by Holder in the absence of (i) an opinion of counsel to
the Holder that such transfer may be made without registration under the 1933
Act or (ii) such registration.

              With a view to making available to the Holder the benefits of Rule
144 under the Securities Act or any other similar rule or regulation of the
Commission that may at any time
   57
permit the Holder to sell securities of the Company to the public without
registration ("Rule 144"), the Company agrees to:

              (a) comply with the provisions of paragraph (c)(1) of Rule 144;
and

              (b) file with the Commission in a timely manner all reports and
other documents required to be filed by the Company pursuant to Section 13 or
15(d) under the Exchange Act; and, if at any time it is not required to file
such reports but in the past had been required to or did file such reports, it
will, upon the request of any Holder, make available other information as
required by, and so long as necessary to permit sales of, its Registrable
Securities pursuant to Rule 144.

       Section 3. Registration Rights.

              (a) The Company agrees that it will prepare and file with the
Securities and Exchange Commission ("Commission"), within forty five (45) days
after the Closing Date, a registration statement on Form S-3 (or other
appropriate form of registration statement) under the 1933 Act (the
"Registration Statement"), at the sole expense of the Company (except as
provided in Section 3(c) hereof), in respect of all holders of Registrable
Securities, so as to permit a public offering and resale of the Registrable
Securities under the Act.

              The Company shall use its best efforts to cause the Registration
Statement to become effective within ninety (90) days from the Closing Date, or
if the Commission notifies the Company that it will not review the Registration
Statement, not later than ten business days thereafter. The number of shares
designated in the Registration Statement to be registered shall include all the
Warrant Shares and the number of shares of Common Stock which would be issued
assuming a Market Price of $1.50 per share of Common Stock, and shall include
appropriate language regarding reliance upon Rule 416 to the extent permitted by
the Commission. The Company will notify Holder of the effectiveness of the
Registration Statement within one business day of such event.

              (b) The Company will maintain the Registration Statement or
post-effective amendment filed under this Section 3 hereof current under the
1933 Act until the earlier of (i) the date that all of the Registrable
Securities have been sold pursuant to the Registration Statement, (ii) the date
the holders thereof receive an opinion of counsel to the Company, which counsel
shall be reasonably acceptable to the Holder, that all Registrable Securities
may be sold under the provisions of Rule 144 without limitation as to volume,
(iii) all Registrable Securities have been otherwise transferred to Holders who
may trade such shares without restriction under the Securities Act, and the
Company has delivered a new certificate or other evidence of ownership for such
securities not bearing a restrictive legend, or (iv) all Registrable Securities
may be sold without any time, volume or manner limitations pursuant to Rule
144(k) or any similar provision then in effect under the Securities Act in the
opinion of counsel to the Company, which counsel shall be reasonably acceptable
to the Holder.

              (c) All fees, disbursements and out-of-pocket expenses and costs
incurred by the Company in connection with the preparation and filing of the
Registration Statement under

                                       2
   58
subparagraph 3(a) and in complying with applicable securities and Blue Sky laws
(including, without limitation, all attorneys' fees) shall be borne by the
Company. The Holder shall bear the cost of underwriting discounts and
commissions, if any, applicable to the Registrable Securities being registered
and the fees and expenses of its counsel. The Holder and its counsel shall have
a reasonable period, not to exceed three (3) business days, to review the
proposed Registration Statement or any amendment thereto, prior to filing with
the Commission, and the Company shall provide each Holder with copies of any
comment letters received from the Commission with respect thereto. The Company
shall make reasonably available for inspection by Holder, any underwriter
participating in any disposition pursuant to the Registration Statement, and any
attorney, accountant or other agent retained by such Holder or any such
underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by such Holder or any such underwriter, attorney, accountant or agent
in connection with the Registration Statement, in each case, as is customary for
similar due diligence examinations; provided, however, that all records,
information and documents that are designated in writing by the Company, in good
faith, as confidential, proprietary or containing any material non-public
information shall be kept confidential by such Holder and any such underwriter,
attorney, accountant or agent (pursuant to an appropriate confidentiality
agreement in the case of any such Holder or agent), unless such disclosure is
made pursuant to judicial process in a court proceeding (after first giving the
Company an opportunity promptly to seek a protective order or otherwise limit
the scope of the information sought to be disclosed) or is required by law, or
such records, information or documents become available to the public generally
or through a third party not in violation of an accompanying obligation of
confidentiality; and provided further that, if the foregoing inspection and
information gathering would otherwise disrupt the Company's conduct of its
business, such inspection and information gathering shall, to the maximum extent
possible, be coordinated on behalf of the Holder and the other parties entitled
thereto by one firm of counsel designed by and on behalf of the majority in
interest of Holder and other parties. The Company shall qualify any of the
securities for sale in such states as such Holder reasonably designates and
shall furnish indemnification in the manner provided in Section 6 hereof.
However, the Company shall not be required to qualify in any state which will
require an escrow or other restriction relating to the Company and/or the
sellers. The Company at its expense will supply the Holder with copies of the
Registration Statement and the prospectus or offering circular included therein
and other related documents in such quantities as may be reasonably requested by
the Holder.

              (d) The Company shall not be required by this Section 3 to include
a Holder's Registrable Securities in any Registration Statement which is to be
filed if, in the opinion of counsel for both the Holder and the Company (or,
should they not agree, in the opinion of another counsel experienced in
securities law matters acceptable to counsel for the Holder and the Company) the
proposed offering or other transfer as to which such registration is requested
is exempt from applicable federal and state securities laws and would result in
all purchasers or transferees obtaining securities which are not "restricted
securities", as defined in Rule 144 under the 1933 Act.

              (e) In the event that (i) the Registration Statement to be filed
by the Company pursuant to Section 3(a) above is not filed with the Commission
by July 26, 1999, or the Registration Statement is not declared effective by
the Commission by September 8, 1999 or if the

                                        3
   59
Commission notifies the Company that it will not review the Registration
Statement and the Registration Statement is not declared effective not later
than ten (10) business days thereafter, (ii) the Registration Statement is not
maintained as effective by the Company for the period set forth in Section 3(b)
above or (iii) an amendment to the Registration Statement was not filed by the
Company with the Commission and declared effective by the Commission on a timely
basis to include any additional number of shares of Stock as described in
Section 3(i), if necessary, then the Company will pay Holder (pro rated on a
daily basis), as liquidated damages for such failure and not as a penalty, two
(2%) percent of the purchase price of the then outstanding Registrable
Securities for the first thirty (30) days, and in the event of late filing,
three percent (3%) percent of the purchase price of the Registrable Securities
for every thirty (30) day period thereafter until the Registration Statement has
been filed and in the event of late effectiveness, one percent (1%) of the
purchase price of the Registrable Securities for every thirty (30) day period
thereafter until the Registration Statement has been declared effective. Such
payment of the liquidated damages shall be made to the Holder in cash,
immediately upon demand, provided, however, that the payment of such liquidated
damages shall not relieve the Company from its obligations to register the
Registrable Securities pursuant to this Section.

              Notwithstanding the above, if the Registration Statement covering
the Additional Registrable Securities (as defined in Section 3(i) hereof)
required to be filed by the Company pursuant to Section 3(i) hereof is not filed
with the Commission within 45 days after the Market Price declines to $1.50 or
less for five consecutive Trading Days, the Company shall be in default of this
Registration Rights Agreement.

              If the Company does not remit the damages to the Holder as set
forth above, the Company will pay the Holder reasonable costs of collection,
including attorneys fees, in addition to the liquidated damages. The
registration of the Securities pursuant to this provision shall not affect or
limit Holder's other rights or remedies as set forth in this Agreement.

              (f) No provision contained herein shall preclude the Company from
selling securities pursuant to any Registration Statement in which it is
required to include Registrable Securities pursuant to this Section 3.

              (g) If at any time or from time to time after the effective date
of the Registration Statement, the Company notifies the Holder in writing of the
existence of a Potential Material Event (as defined in Section 3(h) below), the
Holder shall not offer or sell any Registrable Securities or engage in any other
transaction involving or relating to Registrable Securities, from the time of
the giving of notice with respect to a Potential Material Event until such
Holder receives written notice from the Company that such Potential Material
Event either has been disclosed to the public or no longer constitutes a
Potential Material Event; provided, however, that the Company may not so suspend
the right to such holders of Securities for more than twenty (20) days in the
aggregate during any twelve month period, during the periods the Registration
Statement is required to be in effect. If a Potential Material Event shall occur
prior to the date the Registration Statement is filed, then the Company's
obligation to file the Registration Statement shall be delayed without penalty
for not more than twenty (20) days. The Company must give Holder notice in
writing at least two (2) business days prior to the first day of the blackout
period.

                                       4
   60
              (h) "Potential Material Event" means any of the following: (a) the
possession by the Company of material information not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good faith
by the Chief Executive Officer or the Board of Directors of the Company that
disclosure of such information in the Registration Statement would be
detrimental to the business and affairs of the Company; or (b) any material
engagement or activity by the Company which would, in the good faith
determination of the Chief Executive Officer or the Board of Directors of the
Company, be adversely affected by disclosure in a registration statement at such
time, which determination shall be accompanied by a good faith determination by
the Chief Executive Officer or the Board of Directors of the Company that the
Registration Statement would be materially misleading absent the inclusion of
such information.

              (i) In the event the Market Price declines to $1.50 or less for
five consecutive Trading Days (the "Decline Date"), the Company shall, to the
extent required by the Securities Act (because the additional shares were not
covered by the Registration Statement filed pursuant to Section 3(a)), as
reasonably determined by the Holder, file an additional Registration Statement
with the Commission for such additional number of Registrable Securities as
would be issuable upon conversion of the Preferred Stock (the "Additional
Registrable Securities"), in addition to those previously registered, assuming a
Market Price of $1.00 per share. The Company shall prepare and file with the
Commission not later than the 30th day after the Decline Date, a registration
statement relating to the offer and sale of such Additional Registrable
Securities (the "Additional Registration Statement") and shall use its best
efforts to cause the Commission to declare such Additional Registration
Statement effective under the Securities Act as promptly as practicable but not
later than 60 days thereafter. If the Additional Registration Statement is not
(i) filed with the commission by the 30th day after the Decline Date or (ii)
declared effective by the Commission within 90 days after the Decline Date
(either of which, without duplication, an "Additional Registration Date"), then
the Company shall make payments to the Holder as set forth in Section 3(e), for
late filing or effectiveness, as the case may be, relating to the Additional
Securities.

              Section 4. Cooperation with Company. Holder will cooperate with
the Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company and executing and
returning all documents reasonably requested in connection with the registration
and sale of the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an underwritten
offering, in usual and customary form, with the managing underwriter or
underwriters of such underwritten offering.

              Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Act, the Company shall (except as
otherwise provided in this Agreement), as expeditiously as possible:

                     (a)(i) prepare and file with the Commission such
amendments and supplements to the Registration Statement and the prospectus used
in connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Act with respect to the sale
or other disposition of all securities covered by such registration

                                       5
   61
statement whenever the Holder of such securities shall desire to sell or
otherwise dispose of the same (including prospectus supplements with respect to
the sales of securities from time to time in connection with a registration
statement pursuant to Rule 415 promulgated under the Act) and (ii) take all
lawful action such that each of (A) the Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, not misleading and (B) the Prospectus
forming part of the Registration Statement, and any amendment or supplement
thereto, does not at any time during the Registration Period include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

                     (b)(i) prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies thereof to the Holders and reflect in such documents all such comments as
the Holders (and their counsel) reasonably may propose respecting the Selling
Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish
to each Holder such numbers of copies of a prospectus including a preliminary
prospectus or any amendment or supplement to any prospectus, in conformity with
the requirements of the Act, and such other documents, as such Holder may
reasonably request in order to facilitate the public sale or other disposition
of the securities owned by such Holder;

                     (c) register and qualify the securities covered by the
Registration Statement under such other securities or blue sky laws of such
jurisdictions as the Holder shall reasonably request (subject to the limitations
set forth in Section 3(d) above), and do any and all other acts and things which
may be necessary or advisable to enable each Holder to consummate the public
sale or other disposition in such jurisdiction of the securities owned by such
Holder, except that the Company shall not for any such purpose be required to
qualify to do business as a foreign corporation in any jurisdiction wherein it
is not so qualified or to file therein any general consent to service of
process;

                     (d) list such securities on The Nasdaq SmallCap Market or
other national securities exchange on which any securities of the Company are
then listed, if the listing of such securities is then permitted under the rules
of such exchange or Nasdaq;

                     (e) enter into and perform its obligations under an
underwriting agreement, if the offering is an underwritten offering, in usual
and customary form, with the managing underwriter or underwriters of such
underwritten offering, including, but not limited to, the following:

                            (i) making such representations and warranties to
the Holder participating in such underwritten offering and to the managers, in
form, substance and scope as are customarily made by the Company to underwriters
in secondary underwritten offerings;

                                       6
   62
                            (ii) obtaining opinions of counsel to the Company
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managers) addressed to the underwriters, covering such
matters as are customarily covered in opinions requested in secondary
underwritten offerings (it being agreed that the matters to be covered by such
opinions shall include, without limitation, as of the date of the opinion and as
of the Effective Time of the Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from the
Registration Statement and the Prospectus, including any documents incorporated
by reference therein, of an untrue statement of a material fact or the omission
of a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading, subject to customary limitations);

                            (iii) obtaining "cold comfort" letters and updates
thereof from the independent public accountants of the Company (and, if
necessary, from the independent public accountants of any subsidiary of the
Company or of any business acquired by the Company, in each case for which
financial statements and financial data are, or are required to be, included in
the Registration Statement), addressed to each underwriter participating in such
underwritten offering (if such underwriter has provided such letter,
representations or documentation, if any, required for such cold comfort letter
to be so addressed), in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with secondary
underwritten offerings; and

                            (iv) delivering such documents and certificates as
may be reasonably required by the managers, if any;

                     (f) notify each Holder of Registrable Securities covered by
the Registration Statement, at any time when a prospectus relating thereto
covered by the Registration Statement is required to be delivered under the Act,
of the happening of any event of which it has knowledge as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and the Company
shall prepare and file a curative amendment under Section 5(a) as quickly as
commercially possible;

                     (g) as promptly as practicable after becoming aware of such
event, notify each Holder who holds Registrable Securities being sold (or, in
the event of an underwritten offering, the managing underwriters) of the
issuance by the Commission of any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest possible time and
take all lawful action to effect the withdrawal, recession or removal of such
stop order or other suspension;

                     (h) cooperate with the Holders who hold Registrable
Securities being offered to facilitate the timely preparation and delivery of
certificates for the Registrable Securities to be offered pursuant to the
Registration Statement and enable such certificates for the Registrable

                                       7
   63
Securities to be in such denominations or amounts, as the case may be, as the
Holders reasonably may request and registered in such names as the Holder may
request; and, within three business days after a Registration Statement which
includes Registrable Securities is declared effective by the Commission,
deliver and cause legal counsel selected by the Company to deliver to the
transfer agent for the Registrable Securities (with copies to the Holders whose
Registrable Securities are included in such Registration Statement) an
appropriate instruction and, to the extent necessary, an opinion of such
counsel;

                     (i) take all such other lawful actions reasonably necessary
to expedite and facilitate the disposition by the Holders of their Registrable
Securities in accordance with the intended methods therefor provided in the
prospectus which are customary under the circumstances;

                     (j) make generally available to its security holders as
soon as practicable, but in any event not later than 18 months after (i) the
effective date (as defined in Rule 158(c) under the Securities Act) of the
Registration Statement, and (ii) the effective date of each post-effective
amendment to the Registration Statement, as the case may be, an earnings
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act and the rules and regulations of the commission thereunder
(including, at the option of the Company, Rule 158);

                     (k) in the event of an underwritten offering, promptly
include or incorporate in a Prospectus supplement or post-effective amendment to
the Registration Statement such information as the managers reasonably agree
should be included therein and to which the Company does not reasonably object
and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after it is notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective
amendment; and

                     (l) maintain a transfer agent and registrar for its Common
Stock.

              Section 6. Indemnification.

                     (a) The Company agrees to indemnify and hold harmless the
Holder and each person, if any, who controls the Holder within the meaning of
the 1933 Act ("Distributing Holder") against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this Agreement,
include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees), to which the Distributing
Holder may become subject, under the 1933 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 the Registration Statement, or any related
preliminary prospectus, final prospectus, offering circular, notification or
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; 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 an
untrue statement or alleged untrue statement or

                                       8
   64
omission or alleged omission made in the Registration Statement, preliminary
prospectus, final prospectus, offering circular, notification or amendment or
supplement thereto in reliance upon, and in conformity with, written information
furnished to the Company by the Distributing Holder, specifically for use in the
preparation thereof. This Section 6(a) shall not inure to the benefit of any
Distributing Holder with respect to any person asserting such loss, claim,
damage or liability who purchased the Registrable Securities which are the
subject thereof if the Distributing Holder failed to send or give (in violation
of the 1933 Act or the rules and regulations promulgated thereunder) a copy of
the prospectus contained in such Registration Statement to such person at or
prior to the written confirmation to such person of the sale of such Registrable
Securities, where the Distributing Holder was obligated to do so under the 1933
Act or the rules and regulations promulgated thereunder.

                     (b) Each Distributing Holder agrees that it will indemnify
and hold harmless the Company, and each officer, director of the Company or
person, if any, who controls the Company within the meaning of the 1933 Act,
against any losses, claims, damages or liabilities (which shall, for all
purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and investigation and all reasonable attorneys' fees) to which the
Company or any such officer, director or controlling person may become subject
under the 1933 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
the Registration Statement, or any related preliminary prospectus, final
prospectus, offering circular, notification or amendment or 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, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in the Registration Statement, preliminary prospectus, final prospectus,
offering circular, notification or amendment or supplement thereto in reliance
upon, and in conformity with, written information furnished to the Company by
such Distributing Holder, specifically for use in the preparation thereof.

                     (c) Promptly after receipt by an indemnified party under
this Section 6 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 6, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
the indemnifying party from any liability which it may have to any indemnified
party except to the extent of actual prejudice demonstrated by the indemnifying
party. 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 in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof, subject to the provisions herein stated 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 Section 6 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless the indemnifying party shall not
pursue the action to its final conclusion. The indemnified party shall have

                                       9
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the right to employ separate counsel in any such action and to participate in
the defense thereof, but the fees and expenses of such counsel shall not be at
the expense of the indemnifying party if the indemnifying party has assumed the
defense of the action with counsel reasonably satisfactory to the indemnified
party; provided that if the indemnified party is the Distributing Holder, the
fees and expenses of such counsel shall be at the expense of the indemnifying
party if (i) the employment of such counsel has been specifically authorized in
writing by the indemnifying party, or (ii) the named parties to any such action
(including any impleaded parties) include both the Distributing Holder and the
indemnifying party and the Distributing Holder shall have been advised by such
counsel that there may be one or more legal defenses available to the
indemnifying party different from or in conflict with any legal defenses which
may be available to the Distributing Holder (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing Holder, it being understood, however, that the indemnifying
party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which firm shall be designated in writing by the Distributing Holder). No
settlement of any action against an indemnified party shall be made without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld.

       Section 7. Contribution. In order to provide for just and equitable
contribution under the 1933 Act in any case in which (i) the indemnified party
makes a claim for indemnification pursuant to Section 6 hereof but is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the 1933 Act may be
required on the part of any indemnified party, then the Company and the
applicable Distributing Holder shall contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (which shall, for all
purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and investigation and all reasonable attorneys' fees), in either such
case (after contribution from others) on the basis of relative fault as well as
any other relevant equitable considerations. The relative fault 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 on the one hand
or the applicable Distributing Holder on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Holder
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty

                                       10
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of such fraudulent misrepresentation.

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Holder be required to undertake liability to any person under this Section 7 for
any amounts in excess of the dollar amount of the proceeds to be received by
such Holder from the sale of such Holder's Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) pursuant to
any Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) underwriter be required to
undertake liability to any person hereunder for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the Registrable Securities underwritten by it and distributed
pursuant to the Registration Statement.

       Section 8. Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

       If to the Company:                  Integrated Surgical Systems, Inc.
                                           1850 Research Park Drive
                                           Davis, CA  95616-4884
                                           Attention: Ramesh C. Trivedi
                                           Telephone: (530) 792-2600
                                           Facsimile:  (530) 792-2690

       with a copy to:                     Snow Becker Krauss P.C.
       (shall not constitute notice)       605 Third Avenue
                                           New York, NY  10158
                                           Attention:  Jack Becker
                                           Telephone: (212) 687-3860
                                           Facsimile:  (212) 949-7052

       If to the Holder:                   As set forth in the signature page of
                                           the Purchase Agreement.

                                       11
   67
       Either party hereto may from time to time change its address or facsimile
number for notices under this Section 8 by giving at least ten (10) days' prior
written notice of such changed address or facsimile number to the other party
hereto.

       Section 9. Assignment. This Agreement is binding upon and inures to the
benefit of the parties hereto and their respective heirs, successors and
permitted assigns. The rights granted the Holder under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or
the rights thereto) from Holder. In the event of a transfer of the rights
granted under this Agreement, the Holder agrees that the Company may require
that the transferee comply with reasonable conditions as determined in the
discretion of the Company.

       Section 10. Additional Covenants of the Company. The Company agrees that
at such time as it meets all the requirements for the use of Securities Act
Registration Statement on Form S-3 it shall file all reports and information
required to be filed by it with the Commission in a timely manner and take all
such other action so as to maintain such eligibility for the use of such form.

       Section 11. Counterparts/Facsimile. This Agreement may be executed in two
or more counterparts, each of which shall be constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become effective when one or more counterparts have been signed by each party
hereto and delivered to the other party. In lieu of the original, a facsimile
transmission or copy of the original shall be as effective and enforceable as
the original.

       Section 12. Termination of Registration Rights. The rights granted
pursuant to this Agreement shall terminate as to each Holder (and permitted
transferees or assignees ) upon the occurrence of any of the following:

       (a) all Holder's securities subject to this Agreement have been
registered and sold; or

       (b) such Holder's securities subject to this Agreement may be sold
without such registration and without limitation as to volume pursuant to Rule
144(k) promulgated by the SEC pursuant to the Securities Act.

       Section 13. Remedies. The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining

                                       12
   68
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

       Section 14. Conflicting Agreements. The Company shall not enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. Without limiting the generality of the
foregoing, without the written consent of the Holders of a majority in interest
of the Registrable Securities, the Company shall not grant to any person the
right to request it to register any of its securities under the Securities Act
unless the rights so granted are subject in all respect to the prior rights of
the holders of Registrable Securities set forth herein, and are not otherwise in
conflict or inconsistent with the provisions of this Agreement. The restrictions
on the Company's rights to grant registration rights under this paragraph shall
terminate on the date of the Registration Statement to be filed pursuant to
Section 3(a) is declared effective by the Commission.

       Section 15. Headings. The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

       Section 16. Governing Law. This Agreement 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 of such state. Each party hereto hereby
submits to the exclusive jurisdiction of the United States District Court for
the Southern District of New York and of any New York State Court sitting in New
York City for purposes of all legal proceedings arising out of or relating to
this Agreement. Each party hereto irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court has been brought in
an inconvenient forum. Each party hereto hereby irrevocably waives any and all
right to trial by jury in any legal proceeding arising out of or relating to
this Agreement.

       Section 17. Amendment and Waivers. This Agreement may be amended and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the holder or
holders of the sum of the 75% or more of the shares of (i) Registrable
Securities issued at such time, plus (ii) Registrable Securities issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exercised or converted in full as of the date
such consent is sought). Each holder of any Registrable Securities at the time
or thereafter outstanding shall be bound by any consent authorized by this
Section 17, whether or not such Registrable Securities shall have been marked
to indicate such consent.

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   69
       Section 18. Severability. If any provision of this Agreement shall for
any reason be held invalid or unenforceable, such invalidity or unenforceablity
shall not affect any other provision hereof and this Agreement shall be
construed as if such invalid or unenforceable provision had never been contained
herein. Terms not otherwise defined herein shall be defined in accordance with
the Agreement.

       Section 19. Capitalized Terms. All capitalized terms not otherwise
defined herein shall have the meaning assigned to them in the Purchase
Agreement.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, on the day and year first above written.

                                   INTEGRATED SURGICAL SYSTEMS, INC.

                                   By:
                                      ------------------------------------------
                                        Ramesh C. Trivedi
                                        Chief Executive Officer and President

                                   HOLDER:
                                             The Shaar Fund Ltd.
                                      ------------------------------------------

                                   By:
                                      ------------------------------------------
                                        Authorized Signatory

                                       14
   1
                                                                     Exhibit 5.1

                             SNOW BECKER KRAUSS P.C.
                                605 Third Avenue
                            New York, New York 10158
                              Phone: (212) 687-3860
                               Fax: (212) 949-7052

                                 July 16, 1999

Board of Directors
Integrated Surgical Systems, Inc.
1850 Research Park Drive
Davis, California 95616-4884

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 S-3 (the "Registration Statement"),
under the Securities Act of 1933, filed by the Company with the Securities and
Exchange Commission for the sale of 2,121,635 shares (the "Registered Shares")
of common stock, $.01 par value (the "Common Stock"), by the selling
securityholders named in the Registration Statement, including (i) up to
2,083,333 shares that they may acquire upon conversion of the Company's Series C
and Series D Convertible Preferred Stock (the "Preferred Stock") and upon
exercise of warrants (the "Warrants") to purchase an aggregate of 34,375 shares
of Common Stock and (ii) 3,927 shares of Common Stock (the "Shares") issued in
connection with the issuance and sale of the Preferred Stock, as described in
the Registration Statement.

                  We have examined such records and documents and made such
examinations of law as we have deemed relevant in connection with this opinion.
Based upon the foregoing, it is our opinion that:

         1.       The Company has been duly organized, is validly existing and
                  in good standing under the laws of the State of Delaware.

         2.       All of the Registered Shares have been duly authorized.

         3.       The Shares have been legally issued and are fully paid and
                  nonassessable.

         4.       The Registered Shares issuable upon conversion of the
                  Preferred Stock or upon the exercise of the Warrants, when
                  issued in accordance with the terms of the Certificate of
                  Designations authorizing the issuance of the Preferred Stock
                  or upon payment of the exercise price specified in the
                  Warrants, as the case may be, will be legally issued, fully
                  paid and nonassessable.

                  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,

                                s/ SNOW BECKER KRAUSS P.C.
   1
                                                                    Exhibit 23.2

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

                  We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related Prospectus of
Integrated Surgical Systems, Inc. for the registration of 2,121,635 shares of
its common stock and to the incorporation by reference therein of our report
dated February 12, 1999, with respect to the consolidated financial statements
of Integrated Surgical Systems, Inc. included in its Annual Report (Form 10-KSB)
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.

                                                           /s/ ERNST & YOUNG LLP
Sacramento, California
July 13, 1999