INDEMNIFICATION AGREEMENT

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     This Indemnification Agreement (the "Agreement") is made as of _______ ___,

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2002 by and between IMPAC Medical Systems, Inc., a Delaware corporation (the

"Company"), and __________ (the "Indemnitee").

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                                    RECITALS

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     The Company and Indemnitee recognize the increasing difficulty in obtaining

liability insurance for directors, officers and key employees, the significant

increases in the cost of such insurance and the general reductions in the

coverage of such insurance. The Company and Indemnitee further recognize the

substantial increase in corporate litigation in general, subjecting directors,

officers and key employees to expensive litigation risks at the same time as the

availability and coverage of liability insurance has been severely limited.

Indemnitee does not regard the current protection available as adequate under

the present circumstances, and Indemnitee and agents of the Company may not be

willing to continue to serve as agents of the Company without additional

protection. The Company desires to attract and retain the services of highly

qualified individuals, such as Indemnitee, and to indemnify its directors,

officers and key employees so as to provide them with the maximum protection

permitted by law.



                                    AGREEMENT

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     In consideration of the mutual promises made in this Agreement, and for

other good and valuable consideration, receipt of which is hereby acknowledged,

the Company and Indemnitee hereby agree as follows:



     1.   Indemnification.

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          (a)  Third Party Proceedings. The Company shall indemnify Indemnitee

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if Indemnitee is or was a party or is threatened to be made a party to any

threatened, pending or completed action, suit or proceeding, whether civil,

criminal, administrative or investigative (other than an action by or in the

right of the Company) by reason of the fact that Indemnitee is or was a

director, officer, employee or agent of the Company, or any subsidiary of the

Company, by reason of any action or inaction on the part of Indemnitee while an

officer or director or by reason of the fact that Indemnitee is or was serving

at the request of the Company as a director, officer, employee or agent of

another corporation, partnership, joint venture, trust or other enterprise,

against expenses (including attorneys' fees), judgments, fines and amounts paid

in settlement (if such settlement is approved in advance by the Company, which

approval shall not be unreasonably withheld) actually and reasonably incurred by

Indemnitee in connection with such action, suit or proceeding if Indemnitee

acted in good faith and in a manner Indemnitee reasonably believed to be in or

not opposed to the best interests of the Company, and, with respect to any

criminal action or proceeding, had no reasonable cause to believe Indemnitee's

conduct was unlawful. The termination of any action, suit or proceeding by

judgment, order, settlement, conviction, or upon a plea of nolo contendere or

its equivalent, shall not, of itself, create a presumption that Indemnitee did

not act in good faith and in a manner which Indemnitee



<PAGE>



reasonably believed to be in or not opposed to the best interests of the

Company, or, with respect to any criminal action or proceeding, that Indemnitee

had reasonable cause to believe that Indemnitee's conduct was unlawful.



          (b)  Proceedings By or in the Right of the Company. The Company shall

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indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made

a party to any threatened, pending or completed action or proceeding by or in

the right of the Company or any subsidiary of the Company to procure a judgment

in its favor by reason of the fact that Indemnitee is or was a director,

officer, employee or agent of the Company, or any subsidiary of the Company, by

reason of any action or inaction on the part of Indemnitee while an officer or

director or by reason of the fact that Indemnitee is or was serving at the

request of the Company as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise, against

expenses (including attorneys' fees) and, to the fullest extent permitted by

law, amounts paid in settlement (if such settlement is approved in advance by

the Company, which approval shall not be unreasonably withheld), in each case to

the extent actually and reasonably incurred by Indemnitee in connection with the

defense or settlement of such action or suit if Indemnitee acted in good faith

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