1. Purpose of the Plan. The INTEGRATED SURGICAL SYSTEMS, INC. 2000 Stock Award Plan (the "Plan") is intended to attract, retain, motivate and reward employees of, and consultants to, INTEGRATED SURGICAL SYSTEMS, INC. (the "Company") and its Subsidiaries who are and will be contributing to the success of the Company's business; to provide competitive incentive compensation opportunities; and to further opportunities for stock ownership by such employees and consultants in order to increase their proprietary interest in the Company; provided, however, that officers and directors who are employees of the Company and independent contractors who perform services related to obtaining financing for the Company or its Subsidiaries or promoting the Company's common stock shall not be eligible to participate in and receive shares under this Plan. As used herein, "Subsidiary" shall mean any corporation or other business organization in which the Company owns, directly or indirectly, 50% or more of the voting stock or capital at the time of the granting of or award under this Plan. Accordingly, the Company may from time to time grant to selected employees or consultants ("participants") awards ("awards") of shares of common stock of the Company $.01 par value ("Stock"), together with, to the extent determined by the Company in its sole discretion at the time of the grant of the award, reimbursement by the Company of amounts payable by the recipient of the award as a consequence of any such award ("Cash Amount"), subject to the terms and conditions hereinafter provided.

2. Administration of the Plan. The Plan shall be administered by the Board of Directors of the Company as such Board of Directors may be composed from time to time and/or by the Compensation Committee (the "Committee") which shall be comprised of solely of at least two Outside Directors (as such term is defined in regulations promulgated from time to time with respect to Section 162(m)(4)(C)(i) of the Code) appointed by such Board of Directors of the Company. As and to the extent authorized by the Board of Directors of the Company, the Committee may exercise the power and authority vested in the Board of Directors under the Plan. The Board of Directors, or the Committee to the extent authorized by the Board of Directors, is authorized to interpret the Plan and may from time to time adopt such rules and regulations for carrying out the Plan as it deems appropriate. Decisions of the Board of Directors and/or the Committee in connection with the administration of the Plan shall be final, conclusive, and binding upon all parties including the Company, stockholders and employees.

In addition to such other rights of indemnification as they have as directors or as members of the Committee, the members of the Board of Directors and the Committee shall be indemnified by the Company against reasonable expenses (including, without limitation, attorneys' fees) actually and necessary incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any awards granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved to the extent required by and in the manner provided by the Certificate of Incorporation and Bylaws of the Company relating to indemnification of directors) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Committee member or members did not act in good faith and in a manner he, she or they reasonably believed to be in or not opposed to the best interest of the Company.

Subject to the terms, provisions, and conditions of the Plan as set forth herein, the Board of Directors and the Committee, to the extent authorized by the Board of directors, shall have sole discretion and authority:

3. Stock Subject to the Plan. The aggregate number of shares of Stock which may be awarded under the Plan shall not exceed 500,000 shares of Stock of the Company. In the event that the outstanding shares of Common Stock are hereafter changed by reason of recapitalization, reclassification, stock split-up, combination or exchange of shares of Common Stock or the like, or by the issuance of dividends payable in shares of Common Stock, an appropriate adjustment shall be made by the Board of Directors, as determined by the Board of Directors and/or the Committee, in the aggregate number of shares of Common Stock available under the Plan. Shares to be awarded under the Plan shall be made available, at the discretion of the Committee, either from the authorized but unissued shares of Stock of the Company or from shares of Stock reacquired by the Company, including shares purchased in the open market.

4. Eligibility. Stock shall be awarded only to employees of the Company (the term "employees" shall not include employees who are officers or directors of the Company) and consultants to the Company, except that Awards shall not be made to consultants who perform services related to obtaining financing for the Company or its Subsidiaries or promoting the Company's common stock.

5. Awards and Certificates. (a) Each recipient shall be issued a certificate in respect of shares of Stock awarded under the Plan. Each certificate shall be registered in the name of the participant, and shall bear an appropriate restrictive legend on its face, which legend shall be subject to removal pursuant to an effective registration statement or an opinion of counsel satisfactory to the Company that such registration is not required. The Company may register, on behalf of the recipients, shares issued pursuant to the Plan. Notwithstanding anything contained herein to the contrary, no recipient shall be entitled to more than 20% of the aggregate number of shares of Common Stock issuable pursuant to awards under the Plan.

(b) The Board of Directors or Committee may, in its sole discretion, grant to a recipient of an award, a Cash Amount not to exceed the federal, state and local taxes the recipient must pay as a result of the fair market value of the award being included in income for federal, state and local income tax purposes. The grant of a Cash Amount to one recipient shall in no way require the Board of Directors or the Committee to grant a Cash Amount to any other recipient of an award.

6. Termination and Amendment. The Committee may amend, suspend, or terminate the Plan at any time provided that no such modification without the approval of stockholders shall:

7. Miscellaneous.

(c) No employee or consultant shall have any claim or right to be granted shares of Stock under the Plan, and neither the Plan nor any action taken thereunder shall be construed as giving only employee any right to be retained in the employ by the Company and/or a subsidiary or as giving any contractor any right to continue to provide consulting services to the Company or a Subsidiary.

(d) A recipient who receives an award shall have rights as a share owner with respect to the Stock covered by such award to receive dividends in cash or other property or other distributions or rights in respect of such stock and to vote the Stock as the record owner thereof.

(e) Income realized as a result of an award of stock shall not be included in the recipient's earnings for the purpose of any benefit plan in which the recipient may be enrolled or for which the recipient may become eligible unless otherwise specifically provided for in such plan.

(f) If and when a recipient is required to pay the Company an amount required to be withheld under any federal, state or local income tax laws in connection with an award of stock under the Plan, the Committee may, in its sole discretion and subject to such rules as it may adopt, permit the participant to satisfy the obligation, in whole or in part, by electing to have the Company withhold shares of Common Stock having a fair market value equal to the amount required to be withheld. The election to have shares withheld must be made on or before the date the amount of tax to be withheld is determined.

(g) The Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the State of California and construed in accordance therewith.