
<PAGE>

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH 
RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT 
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE 
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A 
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.


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

              WARRANT TO PURCHASE 11,000 SHARES OF COMMON STOCK

                                                   April 15, 1997

THIS CERTIFIES THAT, for value received, Lease Management Services, Inc., 
("Holder") is entitled to subscribe for and purchase Eleven Thousand (11,000) 
shares of the fully paid and nonassessable Common Stock ("the Shares") of 
Intuitive Surgical, Inc., a Delaware corporation (the "Company"), at the 
Warrant Price (as hereinafter defined), subject to the provisions and upon 
the terms and conditions hereinafter set forth. As used herein, the term 
"Common Stock" shall mean the Company's presently authorized Common Stock, 
and any stock into which such Common Stock may hereafter be exchanged.

1.  WARRANT PRICE.  The Warrant Price shall initially be Five and 00/100 
dollars ($5.00) per share, subject to adjustment as provided in Section 7 
below.

2.  CONDITIONS TO EXERCISE.  The purchase right represented by this Warrant 
may be exercised at any time, or from time to time, in whole or in part 
during the term commencing on the date hereof and ending on the earlier of:

      (a) 5:00 P.M. California time on the sixth annual anniversary of this 
      Warrant Agreement; or

      (b) the effective date of the merger of the Company with or into, the 
      consolidation of the Company with, or the sale by the Company of all or 
      substantially all of its assets to another corporation or other entity 
      (other than such a transaction wherein the shareholders of the Company 
      retain or obtain a majority of the voting capital stock of the 
      surviving, resulting, or purchasing corporation); provided that the 
      Company shall notify the registered Holder of this Warrant of the 
      proposed effective date of the merger, consolidation, or sale at least 
      30 days prior to the effectiveness thereof.

      In the event that, although the Company shall have given notice of a 
      transaction pursuant to subparagraph (b) hereof, the transaction does 
      not close on approximately the day specified by the Company, unless 
      otherwise elected by the Holder any exercise of the Warrant subsequent 
      to the giving of such notice shall be rescinded and the Warrant shall 
      again be exercisable until terminated in accordance with this Paragraph 
      2.

3.  METHOD OF EXERCISE; PAYMENT; ISSUANCE OF SHARES; ISSUANCE OF NEW WARRANT.

(a) CASH EXERCISE. Subject to Section 2 hereof, the purchase right 
represented by this Warrant may be exercised by the Holder hereof, in whole 
or in part, by the surrender of this


<PAGE>

Page 2 of 10

Warrant (with a duly executed Notice of Exercise in the form attached hereto) 
at the principal office of the Company (as set forth in Section 18 below) and 
by payment to the Company, by check, of an amount equal to the then 
applicable Warrant Price per share multiplied by the number of shares then 
being purchased. In the event of any exercise of the rights represented by 
this Warrant, certificates for the shares of stock so purchased shall be in 
the name of, and delivered to, the Holder hereof, or as such Holder may 
direct (subject to the terms of transfer contained herein and upon payment by 
such Holder hereof of any applicable transfer taxes). Such delivery shall be 
made within 10 days after exercise of the Warrant and at the Company's 
expense and, unless this Warrant has been fully exercised or expired, a new 
Warrant having terms and conditions substantially identical to this Warrant 
and representing the portion of the Shares, if any, with respect to which 
this Warrant shall not have been exercised, shall also be issued to the 
Holder hereof within 10 days after exercise of the Warrant.

(b) NET ISSUE EXERCISE. In lieu of exercising this Warrant pursuant to 
Section 3(a), Holder may elect to receive shares equal to the value of this 
Warrant (or of any portion thereof remaining unexercised) by surrender of 
this Warrant at the principal office of the Company together with notice of 
such election, in which event the Company shall issue to Holder the number of 
shares of the Company's Common Stock computed using the following formula:

      X = Y (A-B)
          -------
          A

      Where X = the number of shares of Common Stock to be issued to Holder.

      Y = the number of shares of Common Stock purchasable under this Warrant 
            (at the date of such calculation).

      A = the fair market value of one share of the Company's Common Stock 
            (at the date of such calculation).

      B = Warrant exercise price (as adjusted to the date of such 
            calculation).

(c) FAIR MARKET VALUE. For purposes of this Section 3, Fair Market Value of 
one share of the Company's Common Stock shall mean:

      (i)    In the event of an Initial Public Offering, the per share Fair 
      Market Value for the Common Stock shall be the Offering Price at which 
      the underwriters sell Common Stock to the public; or

      (ii)   The average of the closing bid and asked prices of the Common 
      Stock quoted in the Over-The-Counter Market Summary, the last reported 
      sale price of the Common Stock or the closing price quoted on the 
      Nasdaq National Market System ("NMS") or on any exchange on which the 
      Common Stock is listed, whichever is applicable, as published in the 
      Western Edition of The Wall Street Journal for the ten (10) trading 
      days prior to the date of determination of fair market value; or

      (iii)  If the Company shall be subject to a merger, acquisition or other 
      consolidation in which the Company is not the surviving entity, 
      pursuant to Section 2(b), the per share Fair Market Value for the 
      Common Stock shall be the value received per share of Common Stock by 
      all holders of the Common Stock as determined by the Board of 
      Directors; or

      (iv)   If the Common Stock is not publicly traded, the per share fair 
      market value of the Common Stock shall be as determined in good faith 
      by the Company's Board of


                                      2

<PAGE>

Page 3 of 10

      Directors unless Holder electes to have such fair market value 
      determined by an appraiser, which election must be made by Holder 
      within ten (10) business days of the date the Company notifies Holder 
      of the fair market value as determined by its Board of Directors. In 
      the event of such an appraisal, the cost thereof shall be borne by the 
      Holder unless such appraisal results in a fair market value in excess 
      of 115% of that determined by the Company's Board of Directors, in 
      which event the Company shall bear the cost of such appraisal.

      In the event of 3(c)(iii) or 3(c)(iv), above, the Company's Board of 
      Directors shall prepare a certificate, to be signed by an authorized 
      Officer of the Company, setting forth in reasonable detail the basis 
      for and method of determination of the per share Fair Market Value of 
      the Common Stock. The Board will also certify to the Holder that this 
      per share Fair Market Value will be applicable to all holders of the 
      Company's Common Stock. Such certification must be made to Holder at 
      least thirty (30) business days prior to the proposed effective date of 
      the merger, consolidation, sale, or other triggering event as defined 
      in 3(c)(iii) and 3(c)(iv).

(d) AUTOMATIC EXERCISE. To the extent this Warrant is not previously 
exercised, it shall be automatically exercised in accordance with Sections 
3(b) and 3(c) hereof (even if not surrendered) immediately before: (i) its 
expiration or (ii) the consummation of any consolidation or merger of the 
Company, or any sale or transfer of a majority of a company's assets 
pursuant to Section 2(b).

4.  REPRESENTATIONS AND WARRANTIES OF HOLDER AND RESTRICTIONS ON TRANSFER 
IMPOSED BY THE SECURITIES ACT OF 1933.

(a) Representations and Warranties by Holder. The Holder represents and 
warrants to the Company with respect to this purchase as follows:

      (i)    The Holder has substantial experience in evaluating and 
      investing in private placement transactions of securities of companies 
      similar to the Company so that the Holder is capable of evaluating the 
      merits and risks of its investment in the Company and has the capacity 
      to protect its interests.

      (ii)   The Holder is acquiring the Warrant and the Shares of Common 
      Stock issuable upon exercise of the Warrant (collectively the 
      "Securities") for investment for its own account and not with a view 
      to, or for resale in connection with, any distribution thereof. The 
      Holder understands that the Securities have not been registered under 
      the Act by reason of a specific exemption from the registration 
      provisions of the Act which depends upon, among other things, the bona 
      fide nature of the investment intent as expressed herein. In this 
      connection, the Holder understands that, in the view of the Securities 
      and Exchange Commission (the "SEC"), the statutory basis for such 
      exemption may be unavailable if this representation was predicated 
      solely upon a present intention to hold the Securities for the minimum 
      capital gains period specified under tax statutes, for a deferred sale, 
      for or until an increase or decrease in the market price of the 
      Securities or for a period of one year or any other fixed period in the 
      future.

      (iii)  The Holder acknowledges that the Securities must be held 
      indefinitely unless subsequently registered under the Act or an 
      exemption from such registration is available. The Holder is aware of 
      the provisions of Rule 144 promulgated under the Act ("Rule 144") which 
      permits limited resale of securities purchased in a private placement 
      subject to the satisfaction of certain conditions, including, in case 
      the securities have been held for less than three years, the existence 
      of a public market for


                                       3
<PAGE>

Page 4 of 10

      the shares, the availability of certain public information about the 
      Company, the resale occurring not less than two years after a party has 
      purchased and paid for the security to be sold, the sale being through 
      a "broker's transaction" or in a transaction directly with a "market 
      maker" (as provided by Rule 144(f)) and the number of shares or other 
      securities being sold during any three-month period not exceeding 
      specified limitations. 

      (iv)  The Holder further understands that at the time the Holder wishes 
      to sell the Securities there may be no public market upon which such a 
      such a sale may be effected, and that even if such a public market 
      exists, the Company may not be satisfying the current public information
      requirements of Rule 144, and that in such event, the Holder may be 
      precluded from selling the Securities under Rule 144 unless a) a 
      three-year minimum holding period has been satisfied and b) the Holder 
      was not at the time of the sale nor at any time during the three-month 
      period prior to such sale an affiliate of the Company.

      (v)  The Holder has had an opportunity to discuss the Company's 
      business, management and financial affairs with its management and an 
      opportunity to review the Company's facilities.  The Holder understands 
      that such discussions, as well as the written information issued by the 
      Company, were intended to describe the aspects of the Company's 
      business and prospects which it believes to be material but were not 
      necessarily a thorough or exhaustive description.

(b) LEGENDS.  Each certificate representing the Securities shall be endorsed 
with the following legend:

          THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT 
          OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE 
          REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION" LETTER FROM 
          THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH 
          TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE 
          SECURITIES AND EXCHANGE COMMISSION, OR (IF REASONABLY REQUIRED BY 
          THE COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO 
          THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

The Company need not register a transfer of Securities unless the conditions 
specified in the foregoing legend are satisfied.  The Company may also 
instruct its transfer agent not to register the transfer of any of the Shares 
unless the conditions specified in the foregoing legend are satisfied.

(c)  REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS.  The legend relating to the 
Act endorsed on a certificate pursuant to paragraph 4(b) of this Warrant and 
the stop transfer instructions with respect to the Securities represented by 
such certificate shall be removed and the Company shall issue a certificate 
without such legend to the Holder of the Securities if (i) the Securities are 
registered under the Act and a prospectus meeting the requirements of Section 
10 of the Act is available or (ii) the Holder provides to the Company an 
opinion of counsel for the Holder reasonably satisfactory to the Company, or 
a no-action letter or interpretive opinion of the staff of the SEC reasonably 
satisfactory to the Company, to the effect that public sale, transfer or 
assignment of the Securities may be without registration and without 
compliance with any restriction such as Rule 144.

5.  CONDITION OF TRANSFER OR EXERCISE OF WARRANT.  It shall be a condition to 
any transfer or exercise of this Warrant that at the time of such transfer or 
exercise, the Holder shall provide 

                                       4

<PAGE>

Page 5 of 10

the Company with a representation in writing that the Holder or transferee is 
acquiring this Warrant and the shares of Common Stock to be issued upon 
exercise, for investment purposes only and not with a view to any sale or 
distribution, or a statement of pertinent facts covering any proposed 
distribution.  As a further condition to any transfer of this Warrant or any 
or all of the shares of Common Stock issuable upon exercise of this Warrant, 
other than a transfer registered under the Act, the Company must have 
received a legal opinion, in form and substance satisfactory to the Company 
and its counsel, reciting the pertinent circumstances surrounding the 
proposed transfer and stating that such transfer is exempt from the 
registration and prospectus delivery requirements of the Act.  Each 
certificate evidencing the shares issued upon exercise of the Warrant or upon 
any transfer of the shares (other than a transfer registered under the Act or 
any subsequent transfer of shares so registered) shall, at the Company's 
option, contain a legend in form and substance satisfactory to the Company 
and its counsel, restricting the transfer of the shares to sales or other 
dispositions exempt from the requirements of the Act.

      As further condition to each transfer, the transferee shall receive and 
accept a Warrant, of like tenor and date, executed by the Company.

6.  STOCK FULLY PAID; RESERVATION OF SHARES.  All Shares which may be issued 
upon the exercise of the rights represented by this Warrant will, upon 
issuance, be fully paid and nonassessable, and free from all taxes, liens, 
and charges with respect to the issue thereof.  During the period within 
which the rights represented by this Warrant may be exercised, the Company 
will at all times have authorized, and reserved for issuance upon exercise of 
the purchase rights evidenced by this Warrant, a sufficient number of shares 
of its Common Stock to provide for the exercise of the rights represented by 
this Warrant.

7.  ANTI-DILUTION PROVISIONS, ADJUSTMENTS ETC.

      7.1  ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS.  If the Company, at 
      any time or from time to time, effects a subdivision of, or combines, 
      the outstanding shares of Common Stock, by stock split or stock 
      dividend or by reverse stock split, respectively, then, and in each 
      such event, the Warrant Price in effect immediately prior thereto shall 
      immediately be proportionately decreased or increased, as the case may 
      be, and the number of shares of Common Stock issuable at the time upon 
      exercise of this warrant shall be proportionately increased or 
      decreased, as the case may be.

      7.2  ADJUSTMENT FOR RECAPITALIZATION, RECLASSIFICATION, OR EXCHANGE.  
      If, at any time or from time to time, the Common Stock issuable upon 
      exercise of this Warrant is changed into the same or a different number 
      of shares of any other class or classes of stock of the Company, 
      whether by recapitalization, reclassification or other exchange (other 
      than as provided for elsewhere in this Section 7), then, and in each 
      such event, the Holder shall have the right thereafter to purchase the 
      kind and amount of stock and other securities and property receivable 
      upon such recapitalization, reclassification or other exchange, by 
      holders of the number of shares of Common Stock with respect to which 
      this Warrant might have been exercised immediately prior to such 
      recapitalization, reclassification or other exchange, all subject to 
      further adjustment as provided herein.

      7.3  REORGANIZATION, MERGERS, CONSOLIDATIONS OR TRANSFER OF ASSETS.  If, 
      at any time or from time to time, there is a capital reorganization of 
      the Common Stock (other that as provided for elsewhere in this Section 
      7) or a merger or consolidation of the Company with or into another 
      corporation, or a transfer of all or substantially all of the Company's 
      assets to any other person, then, and in, and as a part of, each such 
      event, 

                                       5

<PAGE>

Page 6 of 10

      provision shall be made so that the Holder shall thereafter be entitled 
      to receive upon exercise of this Warrant the number of shares of stock 
      or other securities or property of the Company, or, if applicable, of 
      the resulting successor corporation, to which a holder of the number of 
      shares of Common Stock issuable upon exercise of this Warrant would 
      have been entitled on such capital reorganization, merger, 
      consolidation or transfer, all subject to further adjustment as 
      provided herein, and in, and as a part of, each such event, in any such 
      case, appropriate adjustment shall be made in the application of the 
      provisions of this Section 7 with respect to the rights of the Holder 
      after the reorganization, merger, consolidation or transfer to the end 
      that the provisions of this Section 7 (including adjustment of the 
      Warrant Price then in effect and the number of shares issuable upon 
      exercise of this Warrant) shall be applicable after that event and 
      shall be as nearly equivalent to the provisions hereof as may be 
      practicable.

      7.4  ADJUSTMENTS FOR SALES OF SECURITIES BELOW WARRANT PRICE.

           7.4.1  If at any time or from time to time after the date hereof, 
           the Company issues or sells, or is deemed by the provisions of 
           this Section 7.4 to have issued or sold, Additional Shares of 
           Common Stock (as hereinafter defined), other than as provided 
           elsewhere in this Section 7, for an Effective Price (as 
           hereinafter defined) less than the Warrant Price, then, and in 
           each such event, the Warrant Price shall be reduced, as of the 
           opening of business on the date of such issue or sale, to a price 
           determined by multiplying the Warrant Price by a fraction (i) the 
           numerator of which shall be (A) the number of shares of Common 
           Stock outstanding on an as-converted basis assuming the exercise 
           of all outstanding options, warrants, and convertible securities 
           at the close of the business on the date next preceding the date 
           of such issue or sale, plus (B) the number of shares of Common 
           Stock which the aggregate consideration received (or by express 
           provision hereof deemed to have been received) by the Company for 
           the total number of Additional Shares of Common Stock so issued 
           would purchase at the Warrant Price, and (ii) the denominator of 
           which shall be the number of shares of Common Stock outstanding on 
           an as-converted basis assuming the exercise of all outstanding 
           options, warrants and convertible securities at the close of 
           business on the date of such issue or sale after giving effect to 
           such issue or sale of Additional Shares of Common Stock.

           7.4.2 For the purposes of making any adjustment required under 
           this Section 7.4, the consideration received by the Company for 
           any issue or sale of securities shall (i) to the extent it 
           consists of cash, be computed at the net amount of cash received 
           by the Company after deduction of any underwriting or similar 
           commissions, compensation, or concessions paid or allowed by the 
           Company in connection with such issue or sale, (ii) to the extent 
           it consists of property other than cash, be computed at the fair 
           value of that property as reasonably determined by the Board of 
           Directors of the Company in good faith as of the date of such 
           issuance and sale, and (iii) if Additional Shares of Common Stock, 
           Convertible Securities (as hereinafter defined) or rights or 
           options to Additional Shares of Common Stock or Convertible 
           Securities are issued or sold together with other stock or 
           securities or other assets of the Company for a consideration 
           which covers both, be computed as the portion of the consideration 
           so received that may be reasonably determined in good faith by the 
           Board of Directors of the Company to be allocable to such 
           Additional Shares of Common Stock, Convertible Securities or 
           rights or options.

           7.4.3 For the purpose of the adjustment required under this 
           Section 7.4, if, at any time or from time to time after the date 
           hereof, the Company issues or sells any rights or options for the 
           purchase of, or stock or other securities convertible into, 
           Additional Shares of Common Stock (such convertible stock of 
           securities being

                                       6

      
<PAGE>

Page 7 of 10

hereinafter referred to as "Convertible Securities"), then, and in each such 
event, the Company shall be deemed to have issued at the time of the issuance 
of sale of such rights or options or Convertible Securities the maximum 
number of Additional Shares of Common Stock issuable upon exercise or 
conversion thereof and to have received as consideration for the ISSUANCE OF 
SUCH SHARES AN AMOUNT EQUAL TO (i) THE TOTAL AMOUNT OF THE CONSIDERATION, if 
any, received by the Company for the issuance of such rights or options or 
Convertible Securities, plus (ii) in the case of such options or rights, the 
minimum amounts of consideration, if any, payable to the Company upon the 
exercise or such options or rights, and, in the case Convertible Securities, 
the minimum amounts of consideration, if any, payable to the Company (other 
than by cancellation of liabilities or obligations evidenced by such 
Convertible Securities) upon the conversion of such Convertible Securities. 
No further adjustment of the Warrant Price adjusted upon the issuance of such 
rights, options or Convertible Securities shall be made as a result of the 
actual issuance of Additional Shares of Common Stock upon the exercise of any 
such rights or options or the conversion of any such Convertible Securities. 
If any such rights or options or the conversion privilege represented by any 
such Convertible Securities shall expire without having been exercised in 
full, the Warrant Price adjusted upon the issuance of such rights or options 
or Convertible Securities shall be readjusted to the Warrant Price or Prices 
which would have been in effect had an adjustment been required under this 
Section 7.4 and made on the basis that only the Additional Shares of Common 
Stock, if any, actually issued or sold upon the exercise of such rights or 
options or conversion of such Convertible Securities were issued or sold, and 
such Additonal Shares of Common Stock, if any, were issued or sold for (i) in 
the case of rights or options, the consideration actually received by the 
Company upon such exercise plus the consideration, if any, actually received 
by the Company for the granting of all such rights or options, whether or not 
exercised, and (ii) in the case of Convertible Securities, the consideration 
received for issuing or selling all such Covertible Securities plus the 
considration, if any, actually received by the Company (other than by 
cancellation of liabilities or obligations evidenced by such Convertible 
Securities) upon the conversion of such Convertible Securities.

7.4.4 For the purpose of the adjustment required under this Section 7.4, if, 
at any time or from time to time after the date hereof, the Company issues or 
sells any rights or options for the purchase of, or convertible securities 
convertible into, Convertible Securities, then, and in each such event, the 
Company shall be deemed to have issued, at the time of the issuance or sale 
of such rights or options or such covertible securities, the maximum number 
of Additional Shares of Common Stock issuable upon conversion of all of the 
Convertible Securities covered by such rights or options or such convertible 
securities and to have received as Consideration for the issuance of such 
Additional Shares of Common Stock an amount equal to (i) the amount of 
consideration, if any, received by the Company for the issuance of such 
rights or options or such convertible securities, plus (ii) the minimum 
amount of consideration, if any, payable to the Company upon the exercise of 
such rights or options (other than by cancellation of liabilities or 
obligations evidenced by such convertible securities), and plus (iii) the 
minimum amount of consideration, if any, payable to the Company (other than 
by cancellation of liabilities or obligations evidenced by such Convertible 
Securities) upon the conversion of such Convertible Securities. No further 
adjustment of the Warrant Price adjusted upon the issuance of such rights or 
options or such convertible securities shall be made as a result of the 
actual issuance of the Convertible Securities upon the exercise of such 
rights or options or conversion of such convertible securities or upon the 
actual issuance of additional shares of Common Stock upon the conversion of 
such Convertible Securities. The provisions of

                                       7
<PAGE>

Page 8 of 10

paragraph 7.3 above with respect to the readjustment of the Warrant Price 
upon the expiration of rights or options or the rights of conversion of 
Convertible Securities shall apply MUTATIS MUTANDIS to the rights or options, 
convertible securities and Convertible Securities referred to in this 
paragraph 7.4.

7.4.5  "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of Common 
Stock issued by the Company after the date hereof, whether or not 
subsequently reacquired or retired by the Company, other than (1) shares of 
Common Stock issued upon conversion of the Series A Preferred Stock, Series B 
Preferred Stock, and Series C Preferred Stock; (2) shares of Common Stock 
and/or options, warrants, or other Common Stock purchase rights (as adjusted 
for any stock dividends, combinations, splits, recapitalizations and the 
like) issued or to be issued to employees, officers or directors of, or 
consultants or advisors to the Company or any subsidiary pursuant to stock 
purchase or stock option plans or other arrangements that are approved by the 
Board; (3) shares of Common Stock issued pursuant to the exercise options, 
warrants or convertible securities outstanding as of the date hereof. The 
"Effective Price" of Additional Shares of Common Stock shall mean the 
quotient determined by dividing the total number of Additional Shares of 
Common Stock issued or sold, or deemed to have been issued or sold by the 
Company under this Section 7.4, into the aggregate consideration received, or 
deemed to have been received by the Company for such issue or sale under this 
Section 7.4, for such Additional Shares of Common Stock."

7.5  NOTICES OF RECORD DATE.  In the event of (a) any taking by the Company 
of a record of the holders of any class of securities for the purpose of 
determining the holders thereof who are entitled to receive any dividend or 
other distribution, or (b) any capital reorganization of the Company, any 
reclassification, recapitalization or exchange of the capital stock of the 
Company, or any merger or consolidation of the Company with or into another 
corporation, or any transfer of all or substantially all of the assets of the 
Company to any other person, or any voluntary or involuntary dissolution, 
liquidation or winding up of the Company, the Company shall mail to the 
Holder, at least 10 days prior to the record date specified therein, a notice 
specifying (x) the date on which any such record is to be taken for the 
purpose of such dividend or distribution, (y) the date on which any such 
reorganization, recapitalization, reclassification, exchange, consolidation, 
merger, transfer, dissolution, liquidation or winding up is expected to 
become effective, and (z) the time, if any, that is to be fixed, as to when 
the holders of record of Common Stock (or other securities) shall be entitled 
to exchange their shares of Common Stock (or other securities) for securities 
or other property deliverable upon such reorganization, recapitalization, 
reclassification, exchange, consolidation, merger, transfer, dissolution, 
liquidation or winding up.

7.6  RESERVATION OF STOCK ISSUABLE UPON EXERCISE.  The Company at all times 
reserve and keep available out of its authorized but unissued shares of 
Common Stock such number of its shares of Common Stock as shall from time to 
time be sufficient to effect the exercise of this Warrant and all other 
rights or options to purchase Common Stock, and to permit the conversion of 
all stock or other securities convertible into Common Stock, as may be 
outstanding from time to time.  If at any time the number of authorized but 
unissued shares of Common Stock shall not be sufficient for such purposes, 
the Company will take such corporate action as may, in the opinion of its 
counsel, be necessary to increase its authorized but unissued shares of 
Common Stock to such number of shares as shall be sufficient for such 
purposes.

8.   NOTICE OF ADJUSTMENTS.  Whenever any Warrant Price shall be adjusted 
pursuant to Section 7 hereof, the Company shall prepare a certificate signed 
by its chief financial officer

                                       8
<PAGE>

Page 9 of 10

setting forth, in reasonable detail, the event requiring the adjustment, the 
amount of the adjustment, the method by which such adjustment was calculated, 
and the Warrant Price and number of shares issuable upon exercise of the 
Warrant after giving effect to such adjustment, and shall cause copies of 
such certificate to be mailed (by certified or registered mail, return 
receipt required, postage prepaid) within thirty (30) days of such adjustment 
to the Holder of this warrant as set forth in Section 18 hereof.

9.  "MARKET STAND-OFF" AGREEMENT.  Holder hereby agrees that for a period of 
up to 180 days following the effective date of the first registration 
statement of the Company covering common stock (or other securities) to be 
sold on its behalf in an underwritten public offering, it will not, to the 
extent requested by the Company and any underwriter, sell or otherwise 
transfer or dispose of (other than to donees or transferees who agree to be 
similarly bound) any of the Shares at any time during such period except 
common stock included in such registration; provided, however, that all 
officers and directors of the Company who hold securities of the Company or 
options to acquire securities of the Company and all other persons with 
registration rights enter into similar agreements.

10.  TRANSFERABILITY OF WARRANT.  This Warrant is transferable on the books 
of the Company at its principal office by the registered Holder hereof upon 
surrender of this Warrant properly endorsed, subject to compliance with 
applicable federal and state securities laws.  The Company shall issue and 
deliver to the transferee a new Warrant representing the Warrant so 
transferred.  Upon any partial transfer, the Company will issue and deliver 
to Holder a new Warrant with respect to the Warrant not so transferred.  
Holder shall not have any right to transfer any portion of this Warrant to 
any direct competitor of the Company.

11.  NO FRACTIONAL SHARES.  No fractional share of Common Stock will be 
issued in connection with any exercise hereunder, but in lieu of such 
fractional share the Company shall make a cash payment therefor upon the 
basis of the Warrant Price then in effect.

12.  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 for any United States or state of the United States documentary 
stamp 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.

13.  NO STOCKHOLDER RIGHTS UNTIL EXERCISE.  This Warrant does not entitle the 
Holder hereof to any voting rights or other rights as a stockholder of the 
Company prior to the exercise hereof.

14.  REGISTRY OF WARRANT.  The Company shall maintain a registry showing the 
name and address of the registered Holder of this Warrant.  This Warrant may 
be surrendered for exchange or exercise, in accordance with its terms, at 
such office or agency of the Company, and the Company and Holder shall be 
entitled to rely in all respects, prior to written notice to the contrary, 
upon such registry.

15.  LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  Upon receipt by the 
Company of evidence reasonably satisfactory to it of the loss, theft, 
destruction or mutilation of this Warrant, and, in this case of loss, theft, 
or destruction, of indemnity reasonably satisfactory to it, and, if 
mutilated, upon surrender and cancellation of this Warrant, the Company will 
execute and deliver a new Warrant, having terms and conditions substantially 
identical to this Warrant, in lieu hereof.

16.  MISCELLANEOUS.

                                       9

<PAGE>

Page 10 of 10

       (a)  ISSUE DATE.  The provisions of this Warrant shall be construed and 
            shall be given effect in all respect as if it had been issued and 
            delivered by the Company on the date hereof.

       (b)  SUCCESSORS.  This Warrant shall be binding upon any successors or 
            assigns of the Company.

       (c)  GOVERNING LAW.  This Warrant shall be governed by and construed 
            in accordance with the laws of the State of California.

       (d)  HEADINGS.  The headings used in this Warrant are used for 
            convenience only and are not to be considered in construing or 
            interpreting this Warrant.

       (e)  SATURDAYS, SUNDAYS, HOLIDAYS.  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 or a Sunday or shall be a 
            legal holiday in the State of California, then such action may be 
            taken or such right may be exercised on the next succeeding day 
            not a legal holiday.

17.  NO IMPAIRMENT.  The Company will not, by amendment of its Articles of 
Incorporation 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 action as may be necessary or appropriate in order to 
protect the rights of the Holder hereof against impairment.

18.  ADDRESSES.  Any notice required or permitted hereunder shall be in 
writing and shall be mailed by overnight courier, registered or certified 
mail, return receipt required, and postage pre-paid, or otherwise delivered 
by hand or by messenger, addressed as set forth below, or at such other 
address as the Company or the Holder hereof shall have furnished to the other 
party.

            If to the Company:         Intuitive Surgical, Inc.
                                       1340 W. Middlefield Road
                                       Mountain View, CA 94043
                                       Attn: William H. Abbott

            If to the Holder:          Lease Management Services, Inc.
                                       2500 Sand Hill Road, Ste 101
                                       Menlo Park, CA 94025
                                       Attn: Barbara B. Kaiser, EVP/GM

IN WITNESS WHEREOF, Intuitive Surgical has caused this Warrant to be executed 
by its officers thereunto duly authorized.

Dated as of April 15th, 1997.

                                       /s/ Lonnie M. Smith
                                       -------------------------------

                                       BY:
                                           ---------------------------

                                       TITLE:  CEO
                                              ------------------------


                                       10

<PAGE>

                              NOTICE OF EXERCISE

TO:

1.   The undersigned Warrantholder ("Holder") elects to acquire shares of the 
     Common Stock of __________________________ (the "Company"), pursuant to 
     the terms of the Stock Purchase Warrant dated ____________, 199_ (the 
     "Warrant").

2.   The Holder exercises its rights under the Warrant as set forth below:

            (     )  The Holder elects to purchase _________ shares of Common 
                     Stock as provided in Section 3(a), (c) and tenders 
                     herewith a check in the amount of $________ as payment 
                     of the purchase price.

            (     )  The Holder elects to convert the purchase rights into 
                     shares of Common Stock as provided in Section 3(b), (c) 
                     of the Warrant.

3.   The Holder surrenders the Warrant with this Notice of Exercise.

4.   The Holder represents that it is acquiring the aforesaid shares of 
     Common Stock for investment and not with a view to, or for resale in 
     connection with, distribution and that the Holder has no present 
     intention of distributing or reselling the shares.

5.   Please issue a certificate representing the shares of Common Stock in 
     the name of the Holder or in such other name as is specified below:

            Name:
            Address:


            Taxpayer I.D.:

                                       -------------------------------
                                       (Holder)

                                       By:
                                           ---------------------------

                                       Title:
                                              ------------------------

                                       Date:
                                             -------------------------

