
<PAGE>

                             EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 28th day of 
Feb, 1997 ("Effective Date"), by and between INTUITIVE SURGICAL DEVICES, INC., 
a Delaware corporation (the "Company") and LONNIE SMITH ("Executive").

                                    RECITALS

     A.   The Company desires assurance of the association and services of 
Executive in order to retain Executive's experience, skills, abilities, 
background and knowledge, and is willing to engage Executive's services on 
the terms and conditions set forth in this Agreement.

     B.   Executive desires to be in the employ of the Company, and is 
willing to accept such employment on the terms and conditions set forth in 
this Agreement.

     C.   In consideration of the foregoing promises and the mutual covenants 
and agreements contained herein, and for other good and valuable 
consideration the adequacy of which is hereby acknowledged, the parties 
hereby agree as follows:

                                    AGREEMENT

1.   EMPLOYMENT.

           (a)   The Company hereby agrees to employ Executive and Executive 
hereby agrees to accept employment by the Company, upon the terms and 
conditions set forth in this Agreement.

           (b)   The Company and Executive each agree and acknowledge that 
Executive is employed by the Company as an "at-will" employee and that either 
Executive or the Company has the right at any time to terminate Executive's 
employment with the Company, with or without cause or advance notice, for any 
reason or for no reason. The Company and Executive wish to set forth the 
compensation and benefits which Executive shall be entitled to receive in the 
event that Executive's employment with the Company terminates under the 
circumstances described herein.

     2.   POSITION AND DUTIES.

          (a)   Executive shall be the Chief Executive Officer of the 
Company, reporting directly to the Board of Directors, and shall serve in 
such other capacity or capacities as the Board of Directors of the Company 
may from time to time prescribe.


                                      1.

<PAGE>

          (b)   Executive shall serve as a director of the Company during his 
employment by the Company, and shall serve in such capacity for such 
compensation, if any, as is provided to other employee directors.

          (c)   Executive shall do and perform all services, acts or things 
necessary or advisable to manage and conduct the business of the Company, 
provided however, that at all times during his employment Executive shall be 
subject to the direction and policies from time to time established by the 
Board of Directors of the Company. Executive's duties shall include, but not 
be limited to providing strong leadership for the Company's operations, and 
playing a major role in the development of new products, technology, external 
collaborations and corporate alliances. The Company particularly expects 
Executive to serve as a role model for staff development and scientific 
excellence.

          (d)   Executive shall devote his full time and attention during 
normal business hours to the business affairs of the Company except for 
reasonable vacations and except for illness or incapacity, but nothing in 
this Agreement shall preclude Executive from devoting reasonable time 
required for serving as a director or a member of a committee of any 
organization involving no conflict of interest with the interest of the 
Company, from engaging in charitable and community activities, and from 
managing his personal affairs, provided that such activities do not 
materially interfere with the regular performance of his duties and 
responsibilities under this Agreement.

     3.   COMPENSATION AND BENEFITS.

          (a)   SALARY AND BENEFITS.  During the period of Executive's 
employment hereunder, the Company shall pay to Executive an annual salary in 
an amount of three hundred thousand dollars ($300,000), less standard 
deductions and withholdings, payable in installments in accordance with 
Company policy. Executive also shall be entitled to all rights and benefits 
for which he meets applicable eligibility conditions under such group 
insurance and other Company benefit programs, including sick and vacation 
leave and the 1996 Equity Incentive Plan, (Exhibit D) which may be in force 
from time to time and provided to Executive or for the Company's employees 
generally. The Company reserves the right to modify Executive's compensation 
and benefits from time to time as it deems necessary.

          (b)   BONUS.  To the extent determined by the Compensation 
Committee of the Board, Executive shall be eligible to participate in such 
management bonus programs as may be adopted by the Company from time to time, 
if any.

          (c)   STOCK OPTIONS.  The Company intends and agrees that Executive 
will be granted an option to purchase capital stock of the Company. Upon the 
commencement of Executive's employment, the Company agrees to grant Executive 
an option to purchase seven hundred thousand (700,000) shares of the 
Company's common stock under the Company's 1996 Equity Incentive Plan. The 
exercise price per share of the option shall be equal to one hundred percent 
(100%) of the fair market value of the Company's common stock as determined 
under


                                     2.

<PAGE>

the 1996 Equity Incentive Plan on the date of grant. The option shall vest as 
to one sixtieth (1/60th) of the shares subject to the option for each full 
month of completed service, beginning on the date of the grant. If the 
Company enters into an Acquisition, then the option shall vest as to all the 
shares subject to the option immediately prior to the closing of such 
Acquisition. For purposes of this Agreement, "Acquisition" shall mean any 
consolidation or merger of the Corporation with or into any other corporation 
or other entity or person, or any other corporate reorganization in which the 
shareholders of the Corporation prior to such consolidation, merger or 
reorganization or any transaction or series of related transactions shall own 
less than fifty percent (50%) of the voting stock of the continuing or 
surviving entity of such consolidation, merger or reorganization, or any 
transaction of series of related transactions in which in excess of fifty 
percent (50%) of the Corporation's voting power is transferred. The Company 
intends and agrees that Executive will be allowed to purchase five hundred 
thousand dollars ($500,000) worth of the Series C Preferred Stock of the 
Company, at the same price and on the same terms and conditions as the 
institutional investors, when the Company closes the sale of its Series C 
Preferred Stock. Notwithstanding the foregoing, Executive acknowledges and 
agrees that there are no further commitments or obligations on the part of 
the Company to grant to Executive any additional options.

          (d)   EXPENSES.  Executive shall be entitled to receive 
reimbursement of all actual and reasonable expenses incurred by Executive in 
performing Company services, including expenses related to travel and expenses 
while away from home on business. Such expenses shall be accounted for under 
the policies and procedures established by the Company.

          (e)   RELOCATION EXPENSES.  In connection with Executive's 
relocation, Executive shall be entitled to receive reimbursement of the 
closing costs associated with selling Executive's principal residence, the 
cost of moving Executive's furnishings and family, and expenses for temporary 
local housing. Such reimbursement shall not exceed one hundred thousand 
($100,000) dollars.

     4.   TERMINATION BY THE COMPANY. Executive's employment with the Company 
may be terminated by the Company in the following circumstances.

          (a)   DEATH.  Upon Executive's death, the termination date shall be 
the last day of the month in which Executive's death occurs.

          (b)   DISABILITY.  If Executive becomes incapacitated due to 
physical or mental illness, injury, or if Executive is absent from his 
full-time duties for twelve (12) consecutive weeks on account of physical or 
mental illness, the Company shall continue to pay to Executive an amount 
which, when combined with disability or income-continuance benefits pursuant 
to a Company plan or provided under state law and received by Executive, 
shall equal but not exceed Executive's base salary, less standard deductions 
and withholdings. However, Executive must submit claims for any and all such 
disability benefits to which he may be entitled. For any waiting period 
during which Executive receives no benefits under any disability plan, the 
Company shall pay his entire base salary, less standard deductions and 
withholdings. The


                                     3.




<PAGE>

Company shall continue to integrate such salary payments with benefits until 
such time as Executive returns to work or Executive's employment is 
terminated but in no event for longer than twelve (12) weeks.

          (c)  FOR CAUSE.  If the Company terminates Executive's employment 
for Cause, Executive shall not be entitled to receive any payments or 
benefits under the provisions of this Agreement, except as otherwise 
specifically set forth herein, and the Company shall cease paying 
compensation or providing benefits to Executive as of Executive's termination 
date. For purposes of this Agreement, Cause shall mean misconduct, including: 
(i) conviction of any felony or any crime involving moral turpitude or 
dishonesty; (ii) participation in a fraud or act of dishonesty against the 
Company; (iii) wilful breach of the Company's policies; (iv) intentional 
damage to the Company's property; or (v) material breach of this Agreement or 
Executive's Proprietary Information and Inventions Agreement attached hereto 
as Exhibit B. Physical or mental disability shall not constitute Cause.

          (d)  WITHOUT CAUSE. The Company shall have the right to terminate 
Executive's employment at any time, without Cause, effective on the date 
determined by the Company. If the Company terminates Executive's employment 
without Cause, then Executive shall be paid the following:

               (i)  SEVERANCE PAYMENTS. The Company shall continue to pay 
Executive his base salary in effect at the time of such termination for 
twelve months following the date of termination ("Severance Payments"). The 
Severance Payments shall be made on the Company's normal payroll dates and 
will be subject to standard deductions and withholdings. Notwithstanding the 
foregoing, pursuant to Sections 6(b) and 10 of this Agreement (relating to a 
termination of benefits in the event Executive competes with the Company or 
solicits on behalf of another person or entity), the Severance Payments shall 
cease as of the date Executive enters into an activity in competition with 
the Company or solicits the Company's employees, consultants or independent 
contractors, as determined solely by the Company, and Executive shall have no 
further rights to such benefits.

               (ii) HEALTH INSURANCE. To the extent permitted by law and by 
the Company's group health insurance plans, Executive will be eligible, after 
the date of termination, to continue his health insurance benefits under the 
federal COBRA law, at his own expense for up to eighteen (18) months and, 
later, to convert to an individual policy if he wishes. Executive will be 
provided with a separate notice of his COBRA rights. If Executive elects 
COBRA continuation, the Company agrees to pay Executive's health insurance 
continuation premiums for twelve (12) months following the termination date 
("Benefit Period"). The Company's obligation to make such payments shall 
cease immediately if, during the Benefit Period, (A) Executive becomes 
eligible for other health insurance benefits at the expense of a new 
employer; or (B) in accordance with Section 6(b) of this Agreement, Executive 
competes with the Company or solicits on behalf of another person or entity. 
Executive agrees to notify a duly authorized officer of the Company, in 
writing, at least ten (10) business days prior to his 


                                       4.

<PAGE>

acceptance of any employment which provides health insurance benefits, or his 
engagement in prohibited activity defined in Section 6(b).

               (iii) STOCK OPTIONS. Vesting under Executive's stock option 
will cease immediately. Executive's rights with respect to vested shares will 
be as set forth in the stock option.

     5.   TERMINATION BY EXECUTIVE. Executive may terminate his employment 
with the Company (1) for Good Reason within sixty (60) consecutive days 
following the occurrence of an event or events constituting such Good 
Reasons; or (2) for the convenience of Executive.

          (a)  GOOD REASON. If Executive voluntarily terminates his 
employment with Good Reason, Executive shall receive the Severance Payments 
and other benefits set forth in Section 4(d) above. For the purposes of this 
Agreement, Good Reason means (i) substantial reduction of Executive's rate of 
compensation as in effect immediately prior to the Effective Date of this 
Agreement; (ii) failure to provide a package of welfare benefit plans which, 
taken as a whole, provide substantially similar benefits to those in which 
the Executive is entitled to participate (except that employee contributions 
may be raised to the extent of any cost increases imposed by third parties) 
or any action by the Company which would adversely affect Executive's 
participation or substantially reduce Executive's benefits under any of such 
plans; (iii) change in Executive's responsibilities, authority, title or 
office resulting in diminution of position, excluding for this purpose an 
isolated, insubstantial and inadvertent action not taken in bad faith which 
is remedied by the Company promptly after notice thereof is given by 
Executive; (iv) request that Executive relocate his current residence, unless 
Executive accepts such relocation request; (v) material reduction in 
Executive's duties; (vi) failure or refusal of a successor to the Company to 
assume the Company's obligations under this Agreement; or (vii) material 
breach by the Company or any successor to the Company of any of the material 
provisions of this Agreement.

          (b)  CONVENIENCE. If Executive voluntarily resigns his employment 
without Good Reason as defined below, the Company shall pay Executive his 
base salary, less standard deductions and withholdings, through the date of 
termination at the rate in effect at the time of the notice of termination. 
Thereafter, the Company shall have no further obligations to Executive under 
this Agreement.

     6.   LIMITATIONS AND CONDITIONS ON BENEFITS; AMENDMENT OF AGREEMENT

          (a)  REDUCTION IN PAYMENTS AND BENEFITS. The benefits provided 
under this Agreement are in lieu of any other benefit provided under any 
group severance plan of the Company in effect at the time of termination.

          (b)  EARLY CESSATION OF PAYMENTS AND OTHER BENEFITS. In the event 
that Executive, at any time during his employment with the Company, or while 
receiving Severance Payments, (i) performs work for any business entity, or 
engages in any other work activity


                                       5.

<PAGE>

which is in competition, or is preparing to compete, with the Company; or 
(ii) either directly or through others, solicits or attempts to solicit any 
employee, consultant, or independent contractor of the Company to terminate 
his or her relationship with the Company in order to become an employee, 
consultant or independent contractor to or for any other person or entity, 
then, except as otherwise specifically provided herein, the Company's 
obligations to pay Executive any amounts, including but not limited to 
Severance Payments, health insurance premiums, or provide any benefits under 
the terms of this Agreement shall all cease immediately. For purposes of this 
Agreement, the holding of less than one percent (1%) of the outstanding 
voting securities of any firm or business organization in competition with 
the Company shall not constitute activities or services precluded by this 
Agreement. Executive agrees to notify the Company, in writing, at least ten 
(10) business days prior to (i) engaging in any work for any business purpose 
other than work for the Company; or (ii) soliciting or attempting to solicit 
any employee, consultant, or independent contractor of the Company to 
terminate his other relationship with the Company on behalf of another person 
or entity. The Company shall not seek to recover any amounts paid or benefits 
provided to Executive prior to his engagement in such competitive or 
solicitation activities.

          (c)  RELEASE AND WAIVER OF CLAIMS. Prior to the receipt of any 
Severance Payments and other benefits provided under this Agreement following 
termination of Executive's Employment, and prior to the beginning of the 
Consulting Period, Executive shall, as of the date of termination, execute a 
Release and Waiver of Claims in the form attached hereto as Exhibit A 
("Release"). In the event Executive does not execute the Release within the 
specified period set forth in the Release, no further amounts shall be 
payable and no further benefits shall be provided under this Agreement, and 
this Agreement shall be null and void.

          (d)  CERTAIN REDUCTIONS IN PAYMENTS OR BENEFITS.

               (i)  In the event that any payments or other benefits received 
or to be received by Executive pursuant to this Agreement ("Payments") would 
(A) constitute a "parachute payment" within the meaning of Section 280G of 
the Internal Revenue Code of 1986, as amended (the "Code"), and (B) but for 
this subsection (d), be subject to the excise tax imposed by Section 4999 of 
the Code (the "Excise Tax"), then, in accordance with this subsection 6(d), 
such Payments shall be reduced to the maximum amount that would result in no 
portion of the Payments being subject to the Excise Tax. For such purpose, 
the maximum amount of Payments that may be paid without incurring the Excise 
Tax shall be determined by Ernst & Young, LLP or any other nationally 
recognized accounting firm which is the Company's outside auditor at the time 
of such determination (the "Accounting Firm") and shall be the largest
amount for which there is substantial authority (within the meaning of 
Section 6662(d)(2)(B) of the Code) for no portion of the Payments being 
treated as subject to the Excise Tax. Any such determination shall be 
conclusive and binding on Executive and the Company. For purposes of making 
the calculations required by this subsection 6(d)(i), the Accounting Firm may 
make reasonable assumptions and approximations concerning applicable taxes 
and may rely on reasonable, good faith interpretations concerning the 
application of Sections 280G and 4999 of the Code. All fees and expenses of 
the Accounting Firm shall be borne solely by the


                                       6.



<PAGE>

Company. If the Internal Revenue Service (the "IRS") determines that a 
Payment is subject to the Excise Tax, then subsection 6(d)(ii) hereof shall 
apply.

               (ii)  If, notwithstanding any reduction described in 
subsection 6(d)(i) hereof (or in the absence of any such reduction), the IRS 
determines that Executive is liable for the Excise Tax as a result of the 
receipt of Payments, then Executive shall be obligated to pay back to the 
Company, within 30 days after final IRS determination, an amount of the 
Payments sufficient that none of the Payments retained by Executive 
constitute a "parachute payment" within the meaning of Code Section 280G that 
is subject to the Excise Tax.

          (e)  CERTAIN DEFERRAL OF PAYMENTS.  Notwithstanding the other 
provisions of this Agreement, to the extent that any amounts payable 
hereunder would not be deductible by the Company for federal income tax 
purposes on account of the limitations of Section 162(m) of the Code, the 
Company may defer payment of such amounts to the earliest one or more 
subsequent calendar years in which the payment of such amounts would be 
deductible by the Company.

          (f)  AMENDMENT OR TERMINATION OF THIS AGREEMENT.  This Agreement 
may be changed or terminated only upon the mutual written consent of the 
Company and Executive. The written consent of the Company to a change or 
termination of this Agreement must be signed by an appropriate officer of the 
Company other than Executive, which may be the Company's Chief Financial 
Officer, Vice President of Human Resources or other officer authorized by the 
Compensation Committee of the Board, after such change or termination has 
been approved by the Compensation Committee of the Board.

     7.   CONFIDENTIAL INFORMATION; EXECUTIVE'S DUTIES UPON TERMINATION.  
Executive recognizes that his employment with the Company will involve 
contact with information of substantial value to the Company, which is not 
old and generally known in the trade, and which gives the Company an 
advantage over its competitors who do not know or use it, including but not 
limited to, techniques, designs, drawings, processes, inventions, 
developments, equipments, prototypes, sales and customer information, and 
business and financial information relating to the business, products, 
practices and techniques of the Company, (hereinafter referred to as 
"Confidential Information"). Executive will at all times regard and preserve 
as confidential such Confidential Information obtained by Executive from 
whatever source and will not, either during his employment with the Company 
or thereafter, publish or disclose any part of such Confidential Information 
in any manner at any time, or use the same except on behalf of the Company, 
without the prior written consent of the Company. As a condition of this 
Agreement, Executive will sign and return a copy of the Company's 
"Proprietary Information and Inventions Agreement," attached as Exhibit B.

     8.   NONEXCLUSIVITY. Nothing in the Agreement shall prevent or limit 
Executive's continuing or future participation in any benefit, bonus, 
incentive or other plans, programs, policies or practices provided by the 
Company and for which Executive may otherwise qualify, nor shall anything 
herein limit or otherwise affect such rights as Executive may have under any

                                      7.
<PAGE>
stock option or other agreements with the Company; provided, however, that 
any benefits provided hereunder shall be in lieu of any other severance 
payments to which Executive may otherwise be entitled, including without 
limitation, under any employment contract or severance plan. Except as 
otherwise expressly provided herein, amounts which are vested benefits or 
which Executive is otherwise entitled to receive under any plan, policy, 
practice or program of the Company at or subsequent to the date of 
termination shall be payable in accordance with such plan, policy, practice 
or program.

     9.   CONFIDENTIALITY.  The parties mutually agree not to disclose 
publicly the terms of this Agreement except to the extent that disclosure is 
mandated by applicable law.

    10.   NONSOLICITATION.  Executive agrees that for two (2) years after his 
employment with the Company is terminated he will not, either directly or 
through others, solicit or attempt to solicit any employee, consultant, or 
independent contractor of the Company to terminate his or her relationship 
with the Company in order to become an employee, consultant or independent 
contractor to or for any other person or entity.

    11.   NOTICES.  Any notices called for under this Agreement shall be 
given as follows or to such other addresses as either party may furnish the 
other from time to time:

          IF TO EXECUTIVE:        Lonnie Smith
                                  76 Crosstie Lane
                                  Batesville, Indiana  47006

          IF TO THE COMPANY:      Intuitive Surgical Devices, Inc.
                                  Frederic H. Moll
                                  Director
                                  900 Hansen Way
                                  Palo Alto, CA  94304

    12.   CONFIDENTIAL ARBITRATION.  To ensure rapid and economical 
resolution of any and all disputes which may arise under this Agreement, the 
Company and Executive each agree that any and all disputes or controversies, 
whether of law or fact of any nature whatsoever (including, but not limited 
to, all state and federal statutory and common law discrimination claims), 
with the sole exception of those disputes which may arise from Executive's 
Proprietary Information Agreement, arising from or regarding the 
interpretation, performance, enforcement or breach of this Agreement, or any 
other disputes or claims arising from or related to Executive's employment or 
the termination of his employment, shall be resolved by final and binding 
confidential arbitration under the procedures set forth in Exhibit C to this 
Agreement and the then existing Judicial Arbitration and Mediation Services 
Rules of Practice and Procedure (except insofar as they are inconsistent with 
the procedures set forth in Exhibit C).

    13.   SEVERABILITY.  If a court of competent jurisdiction determines that 
any term or provision of this Agreement is invalid or unenforceable, in whole 
or in part, then the remaining

                                      8.
<PAGE>
terms and provisions hereof shall be unimpaired. Such court will have the 
authority to modify or replace the invalid or unenforceable term or provision 
with a valid and enforceable term or provision that most accurately 
represents the parties' intention with respect to the invalid or 
unenforceable term or provision.

    14.   WAIVER.  If either party should waive any breach of any provisions 
of this Agreement, he or it shall not thereby be deemed to have waived any 
preceding or succeeding breach of the same or any other provision of this 
Agreement.

    15.  ENTIRE AGREEMENT.  This Agreement, including Exhibits A, B and C, 
constitutes the complete, final and exclusive embodiment of the entire 
agreement between Executive and the Company with regard to the subject matter 
hereof and supersedes any and all prior agreements relating to such subject 
matter. This Agreement is entered into without reliance on any promise or 
representation, written or oral, other than those expressly contained herein. 
It may not be modified except in a writing signed by Executive and a duly 
authorized officer of the Company. Each party has carefully read this 
Agreement, has been afforded the opportunity to be advised of its meaning and 
consequences by his or its respective attorneys, and signed the same of his or 
its own free will.

    16.   SUCCESSORS AND ASSIGNS.  This Agreement is intended to bind and 
inure to the benefit of and be enforceable by Executive and the Company, and 
their respective successors, assigns, heirs, executors and administrators, 
except that Executive may not assign any of his duties hereunder and he may 
not assign any of his rights hereunder without the written consent of the 
Company, which consent shall not be withheld unreasonably.

    17.   ATTORNEY FEES.  If either party hereto brings any action to enforce 
his or its rights hereunder, each party in any such action shall be 
responsible for his or its costs and attorneys fees incurred in connection 
with such action.

    18.  COUNTERPARTS.  This Agreement may be executed in two counterparts, 
each of which shall be deemed an original, all of which together shall 
constitute one and the same instrument.

                                      9.
<PAGE>
    19.  HEADINGS.  The headings of the Sections hereof are inserted for 
convenience only and shall not be deemed to constitute a part hereof nor to 
affect the meaning thereof.

    IN WITNESS WHEREOF, the parties have duly authorized and caused this 
Agreement to be executed as follows:

LONNIE SMITH,                         INTUITIVE SURGICAL DEVICES, INC.,
an individual                         a corporation


/s/  Lonnie Smith                     By: /s/ A. Grant Heidrich
-----------------------------             -----------------------------
     Lonnie Smith                     Title:  Director
                                             --------------------------

Date: 2/28, 1997                      Date: 10/2, 1996
      ----                                  ----

                                    10.

<PAGE>
                                       
                                   EXHIBIT A

                          RELEASE AND WAIVER OF CLAIMS

     In exchange for the Severance Payments and other benefits to which I 
would not otherwise be entitled, I hereby furnish Intuitive Surgical Devices, 
Inc. (the "Company") with the following release and waiver.

     I hereby release, and forever discharge the Company, its officers, 
directors, agents, employees, stockholders, attorneys, successors, assigns 
and affiliates, of and from any and all claims, liabilities, demands, causes 
of action, costs, expenses, attorneys fees, damages, indemnities and 
obligations of every kind and nature, in law, equity, or otherwise, known and 
unknown, suspected and unsuspected, disclosed and undisclosed, arising at 
any time prior to and including my employment termination date with respect to 
any claims relating to my employment and the termination of my employment, 
including but not limited to, claims pursuant to any federal, state or local 
law relating to employment, including, but not limited to, discrimination 
claims, claims under the California Fair Employment and Housing Act, and the 
Federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"), 
or claims for wrongful termination, breach of the covenant of good faith, 
contract claims, tort claims, and wage or benefit claims, including but not 
limited to, claims for salary, bonuses, commissions, stock, stock options, 
vacation pay, fringe benefits, severance pay or any form of compensation.

     I also acknowledge that I have read and understand Section 1542 of the 
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT 
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS 
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE 
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive 
and relinquish all rights and benefits under that section and any law of any 
jurisdiction of similar effect with respect to any claims I may have against 
the Company.

     I acknowledge that, among other rights, I am waiving and releasing any 
rights I may have under ADEA, that this waiver and release is knowing and 
voluntary, and that the consideration given for this waiver and release is in 
addition to anything of value to which I was already entitled as an employee 
of the Company. I further acknowledge that I have been advised, as required 
by the Older Workers Benefit Protection Act, that: (a) the waiver and release 
granted herein does not relate to claims which may arise after this agreement 
is executed; (b) I have the right to consult with an attorney prior to 
executing this agreement (although I may choose voluntarily not to do so); 
(c) I have twenty-one (21) days from the date I receive this agreement, in 
which to consider this agreement (although I may choose voluntarily to 
execute this agreement earlier); (d) I have seven (7) days following the 
execution of this agreement to revoke my consent to the agreement; and (e) 
this agreement shall not be effective until the seven (7) day revocation 
period has expired.


Date:                               By:
     ----------------------            ---------------------------------


<PAGE>
                                       
                                   EXHIBIT B

                 PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT



<PAGE>

                                       
                        INTUITIVE SURGICAL DEVICES, INC.

                         EMPLOYEE PROPRIETY INFORMATION
                            AND INVENTIONS AGREEMENT


     In consideration of my employment or continued employment by INTUITIVE 
SURGICAL DEVICES, INC. (the "COMPANY"), and the compensation now and 
hereafter paid to me, I hereby agree as follows:

1.  NONDISCLOSURE

    1.1  RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE.  At all times during 
my employment and thereafter, I will hold in strictest confidence and will not 
disclose, use, lecture upon or publish any of the Company's Proprietary 
Information (defined below), except as such disclosure, use or publication 
may be required in connection with my work for the Company, or unless an 
officer of the Company expressly authorizes such in writing. I will obtain 
Company's written approval before publishing or submitting for publication 
any material (written, verbal, or otherwise) that relates to my work at 
Company and/or incorporates any Proprietary Information. I hereby assign to 
the Company any rights I may have or acquire in such Proprietary Information 
and recognize that all Proprietary Information shall be the sole property of 
the Company and its assigns.

    1.2  PROPRIETARY INFORMATION.  The term "PROPRIETARY INFORMATION" shall 
mean any and all confidential and/or proprietary knowledge, data or 
information of the Company. By way of illustration but not limitation, 
"PROPRIETARY INFORMATION" includes (a) information relating to products, 
processes, know-how, designs, drawings, clinical data, test data, formulas, 
methods, samples, media and/or cell lines, developmental or experimental 
work, improvements, discoveries, plans for research, new products, 
manufacturing, marketing and selling, business plans, budgets and unpublished 
financial statements, licenses, prices and costs, suppliers and customers, 
and information regarding the skills and compensation of other employees of 
the Company (hereinafter collectively referred to as "INVENTIONS"); 
(b) information regarding plans for research, development, new products, 
marketing and selling, business plans, budgets and unpublished financial 
statements, licenses, prices and costs, suppliers and customers; and 
(c) information regarding the skills and compensation of other employees of 
the Company. Notwithstanding the foregoing, it is understood that, at all such 
times, I am free to use information which is generally known in the trade or 
industry, which is not gained as a result of a breach of this Agreement, and 
my own, skill, knowledge, know-how and experience to whatever extent and in 
whichever way I wish.

    1.3  THIRD PARTY INFORMATION.  I understand, in addition, that the 
Company has received and in the future will receive from third parties 
confidential or proprietary information ("THIRD PARTY INFORMATION") subject 
to a duty on the Company's part to maintain the confidentiality of such 
information and to use it only for certain limited purposes. During the term 
of my employment and thereafter, I will hold Third Party Information in the 
strictest confidence and will not disclose to anyone (other than Company 
personnel who need to know such information in connection with their work for 
the Company) or use, except in connection with my work for the Company, Third 
Party Information unless expressly authorized by an officer of the Company in 
writing.

    1.4  NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS.  
During my employment by the Company I will not improperly use or disclose any 
confidential information or trade secrets, if any, of any former employer or 
any other person to whom I have an obligation of confidentiality, and I will 
not bring onto the premises of the Company any unpublished documents or any 
property belonging to any former employer or any other person to whom I have 
an obligation of confidentiality unless consented to in writing by that former 
employer or person. I will use in the performance of my duties only 
information which is generally known and used by persons with training and 
experience comparable to my own, which is common knowledge in the industry or 
otherwise legally in the public domain, or which is otherwise provided or 
developed by the Company.

2.  ASSIGNMENT OF INVENTIONS.

    2.1  PROPRIETARY RIGHTS.  The term "PROPRIETARY RIGHTS" shall mean all 
trade secret, patent, copyright, mask work and other intellectual property 
rights throughout the world.

    2.2  PRIOR INVENTIONS.  Inventions, if any, patented or unpatented, which 
I made prior to the commencement of my employment with the Company are 
excluded from the scope of this Agreement. To preclude any possible 
uncertainty, I have set forth on EXHIBIT B (Previous Inventions) attached 
hereto a complete list of all


                                       1.

<PAGE>

Inventions that I have, alone or jointly with others, conceived, developed or 
reduced to practice or caused to be conceived, developed or reduced to 
practice prior to the commencement of my employment with the Company, that I 
consider to be my property or the property of third parties and that I wish 
to have excluded from the scope of this Agreement (collectively referred to as 
"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me 
to violate any prior confidentiality agreement, I understand that I am not to 
list such Prior Inventions in EXHIBIT B but am only to disclose a cursory 
name for each such invention, a listing of the party(ies) to whom it belongs 
and the fact that full disclosure as to such inventions has not been made for 
that reason. A space is provided on EXHIBIT B for such purpose. If no such 
disclosure is attached, I represent that there are no Prior Inventions. If, 
in the course of my employment with the Company, I incorporate a Prior 
Invention into a Company product, process or machine, the Company is hereby 
granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, 
worldwide license (with rights to sublicense through multiple tiers of 
sublicensees) to make, have made, modify, use and sell such Prior Invention. 
Notwithstanding the foregoing, I agree that I will not incorporate, or permit 
to be incorporated, Prior Inventions in any Company Inventions without the 
Company's prior written consent.

    2.3  ASSIGNMENT OF INVENTIONS.  Subject to Sections 2.4, and 2.6, I 
hereby assign and agree to assign in the future (when any such Inventions or 
Proprietary Rights are first reduced to practice or first fixed in a tangible 
medium, as applicable) to the Company all my right, title and interest in and 
to any and all Inventions (and all Proprietary Rights with respect thereto) 
whether or not patentable or registrable under copyright or similar statutes, 
made or conceived or reduced to practice or learned by me, either alone or 
jointly with others, during the period of my employment with the Company. 
Inventions assigned to the Company, or to a third party as directed by the 
Company pursuant to this Section 2, are hereinafter referred to as "COMPANY 
INVENTIONS."

    2.4  NONASSIGNABLE INVENTIONS.  This Agreement does not apply to an 
Invention which qualifies fully as a nonassignable Invention under Section 
2870 of the California Labor Code (hereinafter "SECTION 2870"). I have 
reviewed the notification on EXHIBIT A (Limited Exclusion Notification) and 
agree that my signature acknowledges receipt of the notification.

    2.5  OBLIGATION TO KEEP COMPANY INFORMED.  During the period of my 
employment and for six (6) months after termination of my employment with the 
Company, I will promptly disclose to the Company fully and in writing all 
Inventions authored, conceived or reduced to practice by me, either alone or 
jointly with others. In addition, I will promptly disclose to the Company all 
patent applications filed by me or on my behalf within a year after 
termination of employment. At the time of each such disclosure, I will advise 
the Company in writing of any Inventions that I believe fully qualify for 
protection under Section 2870; and I will at that time provide to the Company 
in writing all evidence necessary to substantiate that belief. The Company 
will keep in confidence and will not use for any purpose or disclose to third 
parties without my consent any confidential information disclosed in writing 
to the Company pursuant to this Agreement relating to Inventions that qualify 
fully for protection under the provisions of Section 2870. I will preserve the 
confidentiality of any Invention that does not fully qualify for protection 
under Section 2870.

    2.6  GOVERNMENT OR THIRD PARTY.  I also agree to assign all my right, 
title and interest in and to any particular Invention to a third party, 
including without limitation the United States, as directed by the Company.

    2.7  WORKS FOR HIRE.  I acknowledge that all original works of authorship 
which are made by me (solely or jointly with others) within the scope of my 
employment and which are protectable by copyright are "works made for hire," 
pursuant to United States Copyright Act (17 U.S.C., Section 101).

    2.8  ENFORCEMENT OF PROPRIETARY RIGHTS.  During and after my employment 
with the Company, I will assist the Company in every proper way to obtain, 
and from time to time enforce, United States and foreign Proprietary Rights 
relating to Company Inventions in any and all countries. To that end I will 
execute, verify and deliver such documents and perform such other acts 
(including appearances as a witness) as the Company may reasonably request 
for use in applying for, obtaining, perfecting, evidencing, sustaining and 
enforcing such Proprietary Rights and the assignment thereof. In addition, I 
will execute, verify and deliver assignments of such Proprietary Rights to 
the Company or its designee. My obligation to assist the Company with respect 
to Proprietary Rights relating to such Company Inventions in any and all 
countries shall continue beyond the termination of my employment, but the 
Company shall compensate me at a reasonable rate after my termination for the 
time actually spent by me at the Company's request on such assistance.

     In the event the Company is unable for any reason, after reasonable 
effort, to secure my signature on any document needed in connection with the 
actions specified


                                       2.



<PAGE>

in the preceding paragraph. I hereby irrevocably designate and appoint the 
Company and its duly authorized officers and agents as my agent and attorney 
in fact, which appointment is coupled with an interest, to act for and in my 
behalf to execute, verify and file any such documents and to do all other 
lawfully permitted acts to further the purposes of the preceding paragraph 
with the same legal force and effect as if executed by me. I hereby waive and 
quitclaim to the Company any and all claims, of any nature whatsoever, which 
I now or may hereafter have for infringement of any Proprietary Rights 
assigned hereunder to the Company.

 3.    RECORDS. I agree to keep and maintain adequate and current records (in 
the form of notes, sketches, drawings and in any other form that may be 
required by the Company) of all Proprietary Information developed by me and 
all Inventions made by me during the period of my employment at the Company, 
which records shall be available to and remain the sole property of the 
Company at all times.

 4.    ADDITIONAL ACTIVITIES.  I agree that during the period of my employment 
by the Company I will not, without the Company's express written consent, 
engage in any employment or business activity which is competitive with, or 
would otherwise conflict with, my employment by the Company.
 
 5.    NON-SOLICITATION.  I agree that, during the term of my employment with 
the Company, and for a period of one (1) year following the date of my 
termination of employment with the Company, I will not form a business 
relationship with, offer to employ, or arrange employment of, anyone who is 
at that time employed by the Company or has been employed by the Company for 
any period of time during the previous six (6) months, nor shall I induce any 
employee of the Company to leave the employ of the Company.

 6.    NO CONFLICTING OBLIGATION.  I represent that my performance of all the 
terms of this Agreement and as an employee of the Company does not and will 
not breach any agreement to keep in confidence information acquired by me in 
confidence or in trust prior to my employment by the Company. I have not 
entered into, and I agree I will not enter into, any agreement either written 
or oral in conflict herewith.

 7.    RETURN OF COMPANY DOCUMENTS.  When I leave the employ of the Company, I 
will deliver to the Company any and all drawings, notes, memoranda, 
specifications, devices, formulas, and documents, together with all copies 
thereof, and any other material containing or disclosing any Company 
Inventions, Third Party Information or Proprietary Information of the 
Company.  I further agree that any property situated on the Company's 
premises and owned by the Company, including disks and other storage media, 
filing cabinets or other work areas, is subject to inspection by Company 
personnel at any time with or without notice.  Prior to leaving, I will 
cooperate with the Company in completing and signing the Company's 
termination statement.

 8.    LEGAL AND EQUITABLE REMEDIES.  Because my services are personal and 
unique and because I may have access to and become acquainted with the 
Proprietary Information of the Company, the Company shall have the right to 
enforce this Agreement and any of its provisions by injunction, specific 
performance or other equitable relief, without bond and without prejudice to 
any other rights and remedies that the Company may have for a breach of this 
Agreement.

 9.    NOTICES.  Any notices required or permitted hereunder shall be given 
to the appropriate party at the address specified below or at such other 
address as the party shall specify in writing.  Such notice shall be deemed 
given upon personal delivery to the appropriate address or if sent by 
certified or registered mail, three (3) days after the date of mailing.

10.   NOTIFICATION OF NEW EMPLOYER.  In the event that I leave the employ of 
the Company, I hereby consent to the notification of my new employer of my 
rights and obligations under this Agreement.

11.  GENERAL PROVISIONS.

     11.1  GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION.  This Agreement 
will be governed by and construed according to the laws of the State of 
California, as such laws are applied to agreements entered into and to be 
performed entirely within California between California residents.  I hereby 
expressly consent to the personal jurisdiction of the state and federal 
courts located in Santa Clara County, California for any lawsuit filed there 
against me by Company arising from or related to this Agreement.

     11.2  SEVERABILITY.  In case any one or more of the provisions contained 
in this Agreement shall, for any reason, be held to be invalid, illegal or 
unenforceable in any respect, such invalidity, illegality or unenforceability 
shall not affect the other provisions of this Agreement, and this Agreement 
shall be construed as if such invalid, illegal or unenforceable provision had 
never been contained herein.  If moreover, any one or more of the provisions 
contained in this Agreement shall for any reason be held to be excessively 
broad as to duration, geographical scope, activity or subject, it shall be 
construed by limiting and

                                       3.
<PAGE>

reducing it, so as to be enforceable to the extent compatible with the 
applicable law as it shall then appear.

     11.3  SUCCESSORS AND ASSIGNS.  This Agreement will be binding upon my 
heirs, executors, administrators and other legal representatives and will be 
for the benefit of the Company, its successors, and its assigns.

     11.4  SURVIVAL.  The provisions of this Agreement shall survive the 
termination of my employment and the assignment of this Agreement by the 
Company to any successor in interest or other assignee.

     11.5  AT-WILL EMPLOYMENT.  I agree and understand that nothing in this 
Agreement shall confer any right with respect to continuation of employment 
by the Company, nor shall it interfere in any way with my right or the 
Company's right to terminate my employment at any time, for any reason, with 
or without cause, and with or without notice.

     11.6  WAIVER.  No waiver by the Company of any breach of this Agreement 
shall be a waiver of any preceding or succeeding breach.  No waiver by the 
Company of any right under this Agreement shall be construed as a waiver of 
any other right.  The Company shall not be required to give notice to enforce 
strict adherence to all terms of this Agreement.

     11.7  ENTIRE AGREEMENT.  The obligations pursuant to Sections 1 and 2 of 
this Agreement shall apply to any time during which I was previously 
employed, or am in the future employed, by the Company as a consultant if no 
other agreement governs nondisclosure and assignment of inventions during 
such period.  This Agreement is the final, complete and exclusive agreement 
of the parties with respect to the subject matter hereof and supersedes and 
merges all prior discussions between us.  No modification of or amendment to 
this Agreement, nor any waiver of any rights under this Agreement, will be 
effective unless in writing and signed by the party to be charged.  Any 
subsequent change or changes in my duties, salary or compensation will not 
affect the validity or scope of this Agreement.

     This Agreement shall be effective as of the first day of my employment 
with the Company, namely:
4/1/97      .
------------ 
                                       4.
<PAGE>

  I HAVE READ THIS AGREEMENT CAREFULLY AND   ACCEPTED AND AGREED TO:
UNDERSTAND ITS TERMS.  I HAVE COMPLETELY
FILLED OUT EXHIBIT B TO THIS AGREEMENT.      INTUITIVE SURGICAL DEVICES, INC.



Dated: 2/28/97                                    By:
      --------------------                           --------------------------
/s/ Lonnie M. Smith
----------------------------------                Title:
Signature                                               -----------------------

Lonnie M. Smith
----------------------------------                Address:  900 Hansen Way
(Printed Name)                                              Palo Alto, CA 94304

76 Crosstie Lane
----------------------------------
(Address)

Batesville, In 47006
----------------------------------













                                       5.

<PAGE>

                                   EXHIBIT A

                        LIMITED EXCLUSION NOTIFICATION


     THIS IS TO NOTIFY you in accordance with Section 2872 of the California 
Labor Code that the foregoing Agreement between you and the Company does not 
require you to assign or offer to assign to the Company any invention that 
you developed entirely on your own time without using the Company's 
equipment, supplies, facilities or trade secret information except for those 
inventions that either:

     (1)  Relate at the time of conception or reduction to practice of the 
invention to the Company's business, or actual or demonstrably anticipated 
research or development of the Company;

     (2)  Result from any work performed by you for the Company.

     To the extent a provision in the foregoing Agreement purports to require 
you to assign an invention otherwise excluded from the preceding paragraph, 
the provision is against the public policy of this state and is unenforceable.

     This limited exclusion does not apply to any patent or invention covered 
by a contract between the Company and the United States or any of its 
agencies requiring full title to such patent or invention to be in the United 
States.

     I ACKNOWLEDGE RECEIPT of a copy of this notification.


                                       By:  /s/ Lonnie Smith
                                           -------------------------------
                                                Lonnie Smith

                                       Date:  2/28/97
                                             -----------------------------

     WITNESSED BY:

     -----------------------------
     (Printed Name of Representative)

     Dated:
            ----------------------

                                    A-1.

<PAGE>

                                   EXHIBIT B

TO:        Intuitive Surgical Devices, Inc.
          
FROM:      Lonnie Smith ( /s/ Lonnie Smith  )
                         -------------------
                               signature
          
DATE:      2/28/97

SUBJECT:   Previous Inventions

      1.   Except as listed in Section 2 below, the following is a complete 
list of all inventions or improvements relevant to the subject matter of my 
employment by [Company] (the "COMPANY") that have been made or conceived or 
first reduced to practice by me alone or jointly with others prior to my 
engagement by the Company:

     /x/   No inventions or improvements.

     / /   See below:

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

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

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


/ /  Additional sheets attached.

      2.   Due to a prior confidentiality agreement, I cannot complete the 
disclosure under Section 1 above with respect to inventions or improvements 
generally listed below, the proprietary rights and duty of confidentiality 
with respect to which I owe to the following party(ies):

      INVENTION OR IMPROVEMENT          PARTY(IES)       RELATIONSHIP

1.    -------------------------   --------------------  -----------------------

2.    -------------------------   --------------------  -----------------------

3.    -------------------------   --------------------  -----------------------


/ /  Additional sheets attached.

                                      B-1.

<PAGE>


                                   EXHIBIT C

                             ARBITRATION PROCEDURE

     1.     The parties agree that any dispute that arises in connection with 
this Agreement or the termination of this Agreement shall be resolved by 
binding arbitration in the manner described below.

     2.     A party intending to seek resolution of any dispute under the 
Agreement by arbitration shall provide a written demand for arbitration to 
the other party, which demand shall contain a brief statement of the issues 
to be resolved.

     3.     The arbitration shall be conducted in San Jose, California by a 
mutually acceptable retired judge from the panel of Judicial Arbitration and 
Mediation Services, Inc. ("JAMS"). At the request of either party, 
arbitration proceedings will be conducted in the utmost secrecy and, in such 
case, all documents, testimony and records shall be received, heard and 
maintained by the arbitrator in secrecy under seal, available for inspection 
only by the parties to the arbitration, their respective attorneys, and their 
respective expert consultants or witnesses who shall agree, in advance and in 
writing, to receive all such information confidentially and to maintain such 
information in secrecy, and make no use of such information except for the 
purposes of the arbitration, unless compelled by legal process.

     4.     The arbitrator is required to disclose any circumstances that 
might preclude the arbitrator from rendering an objective and impartial 
determination. In the event the parties cannot mutually agree upon the 
selection of a JAMS arbitrator, the President and Vice-President of JAMS 
shall designate the arbitrator.

     The party demanding arbitration shall promptly request that JAMS conduct 
a scheduling conference within fifteen (15) days of the date of that party's 
written demand for arbitration or on the first available date thereafter on 
the arbitrator's calendar. The arbitration hearing shall be held within 
thirty (30) days after the scheduling conference or on the first available 
date thereafter on the arbitrator's calendar. Nothing in this paragraph shall 
prevent a party from at any time seeking temporary equitable relief, from 
JAMS or any court of competent jurisdiction, to prevent irreparable harm 
pending the resolution of the arbitration.

     5.     Discovery shall be conducted as follows: (a) prior to the 
arbitration any party may make a written demand for lists of the witnesses to 
be called and the documents to be introduced at the hearing; (b) the lists 
must be served within fifteen days of the date of receipt of the demand, or 
one day prior to the arbitration, whichever is earlier; and (c) each party 
may take no more than two depositions (pursuant to the procedures set forth 
in the California Code of Civil Procedure) with a maximum of five hours of 
examination time per deposition, and no other form of pre-arbitration 
discovery shall be permitted.

<PAGE>

     6.    It is the intent of the parties that the Federal Arbitration Act
("FAA") shall apply to the enforcement of this provision unless it is held 
inapplicable by a court with jurisdiction over the dispute, in which event 
the California Arbitration Act ("CAA") shall apply.

     7.    The arbitrator shall apply California law, including the 
California Evidence Code, and shall be able to decree any and all relief of 
an equitable nature, including but not limited to such relief as a temporary 
restraining order, a preliminary injunction, a permanent injunction, or 
replevin of Company property. The arbitrator shall also be able to award 
actual, general or consequential damages, but shall not award any other form 
of damage (e.g., punitive damages).

     8.    Each party shall pay its pro rata share of the arbitrator's fees 
and expenses, in addition to other expenses of the arbitration approved by 
the arbitrator, pending the resolution of the arbitration. The arbitrator 
shall have authority to award the payment of such fees and expenses to the 
prevailing party, as appropriate in the discretion of the arbitrator. Each 
party shall pay its own attorneys fees, witness fees and other expenses 
incurred for its own benefit.

     9.    The arbitrator shall render a written award setting forth the 
reasons for his or her decision. The decree or judgment of an award rendered 
by the arbitrator may be entered and enforced in any court having 
jurisdiction over the parties. The award of the arbitrator shall be final and 
binding upon the parties without appeal or review except as permitted by the 
FAA, or if the FAA is not applicable, as permitted by the CAA.



