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                              MAXXIM MEDICAL INC.
                            10300 49th Street North
                              Clearwater, FL 33762
                                  813-561-2100
                               Fax: 813-561-2180


                                                              November 17, 1998

George Cloutier
Circon Corporation
6500 Hollister Avenue
Santa Barbara, California
93117

Dear George:

          In connection with Maxxim Medical, Inc.'s ("Maxxim") analysis of the
possible acquisition (the "Acquisition") of Circon Corporation (collectively,
with its subsidiaries "Circon"), Maxxim is unwilling to proceed with such
analysis and work toward the execution of definitive agreements relating
thereto without the agree ments from Circon relating to it and its officers,
employees, directors, affiliates, advisors, consultants, investment bankers,
representatives or other agents (collec tively, the "Representatives") as set
forth below.

         In consideration of Maxxim proceeding as set forth above, Circon
hereby agrees as follows:

         (1)      From the date of the execution of this Agreement until 5:00
                  p.m. Pacific time on November 23, 1998, Circon shall not, and
                  shall not permit any of the Representatives to, directly or
                  indirectly, (a) solicit, initiate or encourage any
                  Acquisition Proposal (as hereinafter defined), engage in
                  discussions, negotiations or carry-on a dialogue with any
                  person or Group (as such term is defined under Section 13d-3
                  of the Securities Exchange Act of 1934) with respect to an
                  Acquisition Proposal, or (b) disclose any non-public
                  information relating to Circon or afford access to the
                  properties, books or records (financial or otherwise) of
                  Circon to, any person or Group. Upon execution of this
                  Agreement, Circon will cease any existing activities,
                  discussions

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                  or negotiations with any persons conducted with respect to an
                  Acqui sition Proposal. Except as required by law, unless and
                  until a definitive agreement between Maxxim and Circon has
                  been entered into relating to an Acquisition neither Maxxim
                  nor Circon shall make any disclosure of this Agreement or the
                  subject matter hereof to any person except to their
                  respective Representatives. This Agreement constitutes a
                  valid and binding agreement of Circon and Maxxim enforceable
                  in accordance with its terms.

         (2)      For purposes of this Agreement, "Acquisition Proposal" means
                  any offer, proposal or indication of interest (in any case
                  whether written or oral) by a person or Group other than
                  Maxxim, or a wholly owned subsidiary of Maxxim, for a merger,
                  consolidation, recapitalization, liquidation or other
                  business combination involving Circon or the acquisition or
                  purchase of 15% or more of any class of equity securities of
                  Circon, or any tender offer (including self-tender offers) or
                  exchange offer that if consummated could result in any such
                  person or Group beneficially owning 15% or more of any class
                  of equity securities of Circon or a substantial portion of
                  the assets of Circon.

         (3)      Circon will provide prompt written notice to Maxxim if Circon
                  or the Representatives (x) are requested or required (by oral
                  questions, interrogatories, requests for information,
                  subpoena, civil investigative demand or other otherwise) to
                  make any disclosure regarding this Agreement or the
                  Acquisition or (y) receive or become aware of any inquiry,
                  request for information or other communication from any
                  person or Group other than Maxxim relating to or constituting
                  an Acquisition Proposal.

         (4)      Circon and Maxxim agree that unless and until a definitive
                  agreement between Maxxim and Circon with respect to the
                  Acquisition has been executed and delivered, neither Maxxim
                  nor Circon will be under any legal obligation of any kind
                  whatsoever with respect to the Acquisition.

         (5)      It is further understood and agreed that no failure or delay
                  in exercising any right, power, or privilege hereunder shall
                  operate as a waiver thereof, and no single or partial
                  exercise thereof shall preclude any


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                  other or further exercise thereof or the exercise of any
                  right, power, or privilege hereunder. If any provision of
                  this Agreement is determined to be invalid or unenforceable
                  for any reason, in whole or in part, the remaining provisions
                  of this Agreement shall be unaffected thereby and shall
                  remain in full force and effect to the fullest extent
                  permitted by applicable law.

         (6)      It is further understood and agreed that money damages would
                  not be a sufficient remedy for any breach of this Agreement
                  and that the nonbreaching party shall be entitled to specific
                  performance and injunc tive or other equitable relief as a
                  remedy for any such breach, and each party agrees to waive
                  any requirement for security or posting of any bond in
                  connection with such remedy for a breach by the other party
                  of this Agreement, it being understood between the parties
                  that the foregoing in no way limits the rights and remedies
                  available at law or in equity to either party.

         (7)      This Agreement may be executed in counterparts, each of which
                  shall be deemed an original, but all of which together shall
                  constitute one and the same instrument.

         (8)      This Agreement contains, and is intended as, a complete
                  statement of all of the terms and conditions of the
                  arrangements between the parties with respect to the matters
                  provided for herein and supercedes any previous agreements
                  whether written or oral between the parties with respect to
                  those matters.

         (9)      This Agreement will be governed by and construed in
                  accordance with the laws of the State of Delaware, without
                  giving effect to the principles, policies or provisions
                  thereof concerning conflict or choice of law.



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                  If you agree with the foregoing, please sign and return two
copies of this letter, which will constitute our agreement with respect to the
subject matter of this letter.

                                                     Very truly yours,

                                                     MAXXIM MEDICAL, INC.


                                                     By:_______________________
                                                        Name:
                                                        Title:


CONFIRMED AND AGREED TO
   AS OF THE DATE FIRST
   ABOVE WRITTEN


CIRCON CORPORATION


By:_________________________
   Name:
   Title:



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