AMENDMENT NO. 1 TO

                           SOFTWARE LICENSE AGREEMENT





     AMENDMENT NO. 1, dated as of December 14, 2004 (this "First Amendment"), by

and among FUJIFILM Medical Systems U.S.A., Inc., a New York corporation ("Fuji")

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



     WHEREAS, Fuji and ISS entered into that certain Software License Agreement

dated July 29, 2004 ( the "Software License Agreement"), pursuant to which ISS

granted a license to Fuji for the ISS Software (as defined in the Software

License Agreement) and the parties made agreements with respect to the relative

rights each had with respect to the ISS Software and ISS agreed to provide

certain maintenance and support for the ISS Software, Orthodoc and the Third

Party Content (each as defined in the Software License Agreement);



     WHEREAS, pursuant to the Software License Agreement, ISS and Fuji entered

into a Preferred Escrow Agreement dated July 29, 2004 (the "Escrow Agreement"),

whereby Fuji and ISS agreed that upon the occurrence of certain events, the

source code for the ISS Software would be released to Fuji;



     WHEREAS, Fuji desires to purchase from ISS, and ISS has agreed to sell to

Fuji, a copy of the Source Code (as defined in the Software License Agreement,

as amended by this First Amendment) including the Third Party Content, along

with tangible and intangible assets and rights with respect to the Source Code,

on the terms and conditions set forth herein; and



     WHEREAS, Fuji desires to purchase from ISS, and ISS has agreed to sell to

Fuji, a copy of the Third Party Content Development Process (as defined in

herein), including any software development tools that are used to convert data

from multi-vendor prosthetic libraries for orthopedic implants for integration

into the ISS Software, along with tangible and intangible assets and rights with

respect to the Third Party Content Development Process, on the terms and

conditions set forth herein.



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

contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



     1. Article 1 of the Software License Agreement is hereby amended as

follows:



     (a) Section 1.6 of the Software License Agreement is hereby amended by

deleting such section and replacing such section with the following:



<PAGE>





          "1.6 "ISS Software" means Orthodoc, its existing 3D planning software

technology and all Third Party Content and core software libraries ported to

function on a Windows(TM) platform, and includes the Source Code for the ISS

Software and the Third Party Content, as well as all New Versions, Updates and

Upgrades thereto, respectively, and, in each case, all current and future

foreign language versions thereof."



     (b) Section 1.11 of the Software License Agreement is hereby amended by

deleting such section and replacing such section with the following:



          "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, as well as all New Versions, Updates and Upgrades thereto,

respectively, and any and all Design Documents."



     (c) Inserting after Section 1.14 the following:



          "1.15 "Acceptance" means Fuji's verification that the delivered Source

Code and/or Third Party Content Development Process on CD media represent the

entire contents of Source Code and/or Third Party Content Development Process,

respectively, that ISS possesses and, with respect to the Third Party Content

Development Process, ISS uses in order to incorporate Third Party Content into

the ISS Software, as of the date of the First Amendment."



          "1.16 "Acceptance Notice" has the meaning set forth in Section 2.7(c)

hereof."



          "1.17 "Closing" has the meaning set forth in Section 2.7 hereof."



          "1.18 "Design Documents" means all documentation (including all

application programmer interface documentation in printed electronic format),

manuals, tools, working papers and other documentation or methodologies reduced

to writing and information related to the forgoing that has been reduced to

writing and used by ISS to develop, enhance, modify and support the Source

Code."



          "1.19 "Development Agreement Completion Date" has the meaning set

forth in Section 2.6(c) hereof."



          "1.20 "First Amendment" means the First Amendment to this Agreement

dated as of December ___, 2004, by and between Fuji and ISS."



          "1.21 "License Exclusivity Period" has the meaning set forth in

Section 2.1 hereof."

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