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                              INTUITIVE SURGICAL, INC.

                  1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                             ADOPTED ON APRIL 18, 1998

                  APPROVED BY STOCKHOLDERS ON _____________, 1998

1.   PURPOSE.

     (a)  The purpose of the 1998 Non-Employee Directors' Stock Option Plan (the
"Plan") is to provide a means by which each director of INTUITIVE SURGICAL, INC.
(the "Company") who is not otherwise at the time of grant an employee of or
consultant to the Company or of any Affiliate of the Company (each such person
being hereafter referred to as a "Non-Employee Director") will be given an
opportunity to purchase stock of the Company.

     (b)  The word "AFFILIATE" as used in the Plan means any parent corporation
or subsidiary corporation of the Company as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").

     (c)  The Company, by means of the Plan, seeks to retain the services of
persons now serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.

2.   ADMINISTRATION.

     (a)  The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee of the Board, as provided in subparagraph 2(b).

     (b)  The Board may delegate administration of the Plan to a committee
composed of two (2) or more members of the Board (the "Committee").  If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board.  The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

3.   SHARES SUBJECT TO THE PLAN.

     (a)  Subject to the provisions of paragraph 10 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to options granted under
the Plan shall not exceed in the aggregate two hundred thousand (200,000) shares
of the Company's common stock.  If any option granted under the Plan shall for
any reason expire or otherwise terminate without having


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been exercised in full, the stock not purchased under such option shall again
become available for the Plan.  If any shares of the Company's common stock
acquired pursuant to the exercise of an option shall for any reason be
repurchased by the Company under a repurchase option provided under the Plan,
the stock repurchased by the Company under such repurchase option shall revert
to and again become available for issuance under the Plan.

     (b)  The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

4.   ELIGIBILITY.

     Options shall be granted only to Non-Employee Directors of the Company.

5.   NON-DISCRETIONARY GRANTS.

     (a)  Each person who is first elected or appointed to the Board as a
Non-Employee Director after the Effective Date shall automatically be granted,
on the date of such initial election or appointment, an option to purchase
twenty-five thousand (25,000) shares of common stock of the Company on the terms
and conditions set forth herein (hereinafter, an "Initial Grant").

     (b)  Each Non-Employee Director who is serving as a Non-Employee Director
immediately following each Annual Meeting of Stockholders, commencing with the
Annual Meeting of Stockholders occurring in calendar year 1999, shall
automatically be granted, on such date, an option to purchase two thousand five
hundred (2,500) shares of common stock of the Company, which amount shall be
pro-rated for any Non-Employee Director who has not continuously served as a
Non-Employee Director for the twelve (12)-month period prior to the date of such
Annual Meeting of Stockholders, on the terms and conditions set forth herein
(hereinafter, an "Annual Grant").

6.   OPTION PROVISIONS.

Each option shall be subject to the following terms and conditions:

     (a)  The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date ("Expiration
Date") ten (10) years from the date of grant.  If the optionee's service as a
Non-Employee Director or employee of or consultant to the Company or any
Affiliate terminates for any reason or for no reason, the option shall terminate
on the earlier of the Expiration Date or the date three (3) months following the
date of  termination of such service; PROVIDED, HOWEVER, that (i) if such
termination of service is due to the optionee's death, the option shall
terminate on the earlier of the Expiration Date or eighteen (18) months
following the date of the optionee's death or (ii) if such termination of
service is due to the optionee's permanent and total disability within the
meaning of Section 22(e)(3) of the Code ("Disability"), the option shall
terminate on the earlier of the Expiration Date or twelve (12) months following
the date of the optionee's Disability.  In any and all circumstances, an option
may be exercised following termination of the optionee's service as a
Non-Employee


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Director of the Company or any Affiliate only as to that number of shares as to
which it was exercisable as of the date of termination of such service under the
provisions of subparagraph 6(e).

     (b)  The exercise price of each option shall be one hundred percent (100%)
of the Fair Market Value of the stock (as defined in subsection 9(d)) subject to
such option on the date such option is granted.

     (c)  The optionee may elect to make payment of the exercise price under one
of the following alternatives:

          (i)    In cash (or check) at the time of exercise;

          (ii)   Provided that at the time of the exercise the Company's common
stock is publicly traded and quoted regularly in THE WALL STREET JOURNAL,
payment by delivery of shares of common stock of the Company already owned by
the optionee, held for the period required to avoid a charge to the Company's
reported earnings, and owned free and clear of any liens, claims, encumbrances
or security interest, which common stock shall be valued at its Fair Market
Value on the date immediately preceding the date of exercise;

          (iii)  Pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which results in the receipt of cash
(or check) by the Company either prior to the issuance of shares of the
Company's common stock or pursuant to the terms of irrevocable instructions
issued by the optionee prior to the issuance of shares of the Company's common
stock; or

          (iv)   Payment by a combination of the methods of payment specified
in subparagraph 6(c)(i) through 6(c)(iii) above.

     (d)  An option shall be transferable only to the extent specifically
provided in the option agreement; PROVIDED, HOWEVER, that if the option
agreement does not specifically provide for the transferability of the option,
then the option shall not be transferable except by will or by the laws of
descent and distribution, or pursuant to a domestic relations order, and shall
be exercisable during the lifetime of the person to whom the option is granted
only by such person or transferee pursuant to a domestic relations order.
Notwithstanding the foregoing, the optionee may, by delivering written notice to
the Company in a form satisfactory to the Company, designate a third party who,
in the event of the death of the optionee, shall thereafter be entitled to
exercise the option.

     (e)  (i) An Initial Grant shall vest (i.e., become exercisable) in
installments as follows:  6/48th of the option shares shall vest on the six
(6)-month anniversary of the date of grant of the option and the remaining
shares shall then vest in equal monthly installments over the next forty-two
(42) months, and (ii) an Annual Grant shall vest in thirty-six (36) equal
monthly installments over a three (3)-year period measured from the date of
grant of the option, PROVIDED THAT, with respect to any grant under the Plan,
the optionee has, during the entire period prior to such


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vesting date, continuously served as a Non-Employee Director or employee of or
consultant to the Company or any Affiliate of the Company.

     (f)  The Company may require any optionee, or any person to whom an option
is transferred under subparagraph 6(d), as a condition of exercising any such
option:  (i) to give written assurances satisfactory to the Company as to the
optionee's knowledge and experience in financial and business matters; and
(ii) to give written assurances satisfactory to the Company stating that such
person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise distributing
the stock.  These requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (x) the issuance of the shares upon the
exercise of the option has been registered under a then-currently-effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or (y), as to any particular requirement, a determination is
made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws.  The Company may
require any optionee to provide such other representations, written assurances
or information which the Company shall determine is necessary, desirable or
appropriate to comply with applicable securities laws as a condition of granting
an option to the optionee or permitting the optionee to exercise the option.
The Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.

     (g)  Notwithstanding anything to the contrary contained herein, an option
may not be exercised unless the shares issuable upon exercise of such option are
then registered under the Securities Act or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.

     (h)  The option may, but need not, include a provision whereby the optionee
may elect at any time before the optionee's service as a Non-Employee Director
or employee of or consultant to the Company or any Affiliate terminates to
exercise the option as to any part or all of the shares subject to the option
prior to the full vesting of the option. Any unvested shares so purchased shall
be subject to a repurchase right in favor of the Company or any other
restriction the Board determines appropriate.

7.   COVENANTS OF THE COMPANY.

     (a)  During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of common stock required
to satisfy such options.

     (b)  The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; PROVIDED, HOWEVER, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan, or any stock issued or issuable pursuant to any such option.  If, after
reasonable efforts, the Company is unable to obtain from any such regulatory


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commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options.

8.   USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of stock pursuant to options granted under the Plan
shall constitute general funds of the Company.

9.   MISCELLANEOUS.

     (a)  Neither an optionee nor any person to whom an option is transferred
under subparagraph 6(d) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all requirements for exercise of the option
pursuant to its terms.

     (b)  Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-Employee Director any right to continue in the service
of the Company or any Affiliate in any capacity or shall affect any right of the
Company, its Board or stockholders or any Affiliate to remove any Non-Employee
Director pursuant to the Company's Bylaws and the provisions of the Delaware
General Corporation Law (or the applicable laws of the Company's state of
incorporation if the Company's state of incorporation should change in the
future).

     (c)  No Non-Employee Director, individually or as a member of a group, and
no beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any option reserved for the purposes of the
Plan except as to such shares of common stock, if any, as shall have been
reserved for him pursuant to an option granted to him.

     (d)  As used in this Plan, "Fair Market Value" means, as of any date, the
value of the common stock of the Company determined as follows:

          (i)    If the common stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market, the Fair Market Value of a share
of common stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or market (or the
exchange or market with the greatest volume of trading in common stock) on the
last market trading day prior to the day of determination, as reported in THE
WALL STREET JOURNAL or such other source as the Board deems reliable; or

          (ii)   In the absence of an established market for the common stock,
the Fair Market Value shall be determined in good faith by the Board.

10.  ADJUSTMENTS UPON CHANGES IN STOCK.

     (a)  If any change is made in the stock subject to the Plan, or subject to
any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock


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dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the Plan and outstanding options will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan and the class(es) and
number of shares and price per share of stock subject to outstanding options.
Such adjustments shall be made by the Board, the determination of which shall be
final, binding and conclusive.  (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

     (b)  In the event of a Change in Control (as defined herein) AND if during
the twenty four (24) months upon or following a Change in Control any
Non-Employee Director ceases to serve on the Board of the Company (or the Board
of a successor or acquiror) that qualifies as a "parent corporation" within the
meaning of Section 424(e) of the Code, then the unvested portion of such
Non-Employee Director's options shall immediately become fully vested and
exercisable.

     For purposes of this Plan, a "Change in Control" shall mean:  (i) a sale of
all or substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving corporation or a reverse
merger in which the Company is the surviving corporation but the shares of the
Common Stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise (other than (a) a merger or consolidation in which
stockholders immediately before the merger or consolidation have, immediately
after the merger or consolidation, greater stock voting power of the acquiring
or controlling corporation, and in no event less than a majority of such stock
voting power, (b) a transaction the principal purpose of which is to change the
State of the Company's incorporation, or (c) a merger of the Company into any of
its wholly owned subsidiaries); or (iii) an acquisition by any person, entity or
group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any
comparable successor provisions (excluding any employee benefit plan, or related
trust, sponsored or maintained by the Company or an Affiliate) of the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act,
or comparable successor rule) of securities of the Company representing at least
fifty percent (50%) of the combined voting power entitled to vote in the
election of directors.

     (c)  In the event of a dissolution or liquidation of the Company, any
options outstanding under the Plan shall terminate if not exercised prior to
such event.

11.  AMENDMENT OF THE PLAN OR OPTIONS.

     (a)  The Board at any time, and from time to time, may amend the Plan
and/or some or all outstanding options granted under the Plan. However, no
amendment to the Plan, including an amendment to increase the size of the share
reserve (except as provided in paragraph 10 relating to adjustments upon changes
in stock), shall be effective unless approved by the stockholders of the Company
to the extent stockholder approval is necessary for the Plan to


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satisfy the requirements of Rule 16b-3 promulgated under the Exchange Act or any
Nasdaq or securities exchange listing requirements.

     (b)  Rights and obligations under any option granted before any amendment
of the Plan or the agreement documenting such option shall not be impaired by
such amendment unless (i) the Company requests the consent of the person to whom
the option was granted and (ii) such person consents in writing.

12.  TERMINATION OR SUSPENSION OF THE PLAN.

     (a)  The Board may suspend or terminate the Plan at any time.  Unless
sooner terminated, the Plan shall terminate on December 31, 2008.

     (b)  The Plan shall terminate upon the occurrence of a Change in Control.

     (c)  Rights and obligations under any option granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the option was granted.

13.  EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.

     (a)  The Plan shall become effective on the first date upon which any
security of the Company is listed (or approved for listing) upon notice of
issuance on any securities exchange, or designated (or approved for designation)
upon notice of issuance as a national market security on an interdealer
quotation system (the "Effective Date").

     (b)  Notwithstanding any other provision in the Plan to the contrary, no
option otherwise authorized under the Plan shall be granted unless and until
sufficient shares of the Company's common stock to be issued under the Plan have
been approved by the stockholders of the Company.

14.  CHOICE OF LAW.

     All questions concerning the construction, validity and interpretation of
this Plan shall be governed by the law of the State of Delaware, without regard
to such state's conflict of laws rules.


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