SOFTWARE LICENSE AGREEMENT



     This Software License Agreement ("Agreement") dated July 29, 2004, is by

and between FUJIFILM Medical Systems U.S.A., Inc., a New York corporation

("Fuji") and Integrated Surgical Systems, Inc. a Delaware corporation ("ISS").



                                    RECITALS



     WHEREAS, ISS has developed pre-surgical planning software, using its

proprietary technology, for use in surgeries involving the replacement of a knee

or hip joint with a manmade metal joint and markets such software under the name

OrthodocTM ("Orthodoc");



     WHEREAS, under valid licenses issued to ISS, Orthodoc incorporates data

from multi-vendor prosthetic libraries for orthopedic implants (the "Third Party

Content"), which ISS has converted, in order to render 3D templates for such

orthopedic implants;



     WHEREAS, Fuji has developed and markets a software product, Synapse(TM),

which, among other things, enables the input and conversion of x-ray images into

2D digital images;



     WHEREAS, Fuji and ISS, entered into a Software Development Agreement dated

November 17, 2003 (the "Development Agreement"), whereby (a) ISS agreed to port

Orthodoc, its existing 3D planning software technology, and all Third Party

Content and core software libraries to function on a Windows(TM) platform (the

"ISS Software") and (b) Fuji and ISS agreed, among other things, to work

together, using the ISS Software, to develop user interfaces and features for an

integrated 2D x-ray and 3D orthopedic implant pre-surgical planning system (the

"Integrated Software"), to be owned and marketed by Fuji; and



     WHEREAS, Fuji and ISS desire to enter into a license for the ISS Software,

subject to and in accordance with the terms and conditions of this Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual promises

and covenants contained herein, the parties agree as follows:





                                    AGREEMENT



1.   DEFINITIONS



     In addition to any terms defined in the preamble and herein, the following

is a list of defined terms used in this Agreement:



     1.1 "Affiliate" means any entity that directly or indirectly, through one

or more intermediaries, controls, or is controlled by or is under common control

with Fuji or ISS (as the case may be).



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     1.2 "Documentation" means the ISS Software user guides, reference manuals,

job aides, installation materials and other written or computer-generated

materials.



     1.3 "End User" means any entity, not an Affiliate of Fuji, that licenses

the Fuji Product for internal use and not for resale.



     1.4 "Fuji Product" means Synapse(TM) integrated with the Integrated

Software and any other product developed by Fuji that contains, or is bundled or

combined with the Integrated Software.



     1.5 "Integrated Software" has the meaning set forth in the preamble hereof.



     1.6 "ISS Software" has the meaning set forth in the preamble hereof and

shall include all New Versions, Updates and Upgrades, in each case, all current

and future foreign language versions thereof.



     1.7 "License Fees" means the fees due to ISS for the ISS Software, pursuant

to Section 4.1 hereof.



     1.8 "Maintenance and Support Fee" means the fees due to ISS for the

Maintenance, Upgrades, Updates New Versions or Third Party Content Update,

pursuant to Section 4.2 hereof.



     1.9 "Net Revenue" means that certain portion of the total license fee

received by Fuji from an End User for a Fuji Product which Fuji, in its sole

discretion, attributes to the license of the Integrated Software included

therein or sold or licensed therewith.



     1.10 "New Version" means any new version of the ISS Software, Orthodoc or

the Third Party Content, for which the number to the left of the decimal point

is increased. For example, Orthodoc 5.0 would be a New Version to Orthodoc 4.0.

For purposes hereof, any release of ISS Software, Orthodoc or Third Party

Content in an additional language shall be considered a New Version whether or

not released under a new number.



     1.11 "Source Code" means those statements in a computer language, which,

when processed by a compiler, assembler or interpreter, become executable by a

computer and includes Source Code for the ISS Software, the Third Party Content

and any and all software necessary for the integration and interface of the

Third Party Content with and into the ISS Software.



     1.12 "Third Party Content" has the meaning set forth in the preamble hereof

and all other data regarding prosthetics and orthopedic implants that is now or

hereafter used in or with the ISS Software and/or Orthodoc.



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<PAGE>





     1.13 "Update" means a new release of the ISS Software, Orthodoc or the

Third Party Content, which, for reason of additional functionality, the number

to the right of the first decimal point is increased and includes Third Party

Content Updates. For example, Orthodoc 4.1 would be an Update to Orthodoc 4.0.

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