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<DESCRIPTION>FORM OF SERRIES G PREFERRED STOCK PURCHASE AGMT

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                       PREFERRED STOCK PURCHASE AGREEMENT



                                     BETWEEN



                        INTEGRATED SURGICAL SYSTEMS, INC.



                                     AND THE



                           INVESTORS SIGNATORY HERETO





         PREFERRED STOCK PURCHASE AGREEMENT dated as of May 30, 2000 (the

"Agreement"), between Integrated Surgical Systems, Inc., a corporation organized

and existing under the laws of the State of Delaware (the "Company"), and the

persons signatory hereto (each an "Investor").



         WHEREAS, the parties desire that, upon the terms and subject to the

conditions contained herein, the Company shall issue and sell to the Investors,

and the Investors shall purchase, for a total purchase price of $1,800,000,

1,800 shares of the Company's Series G Convertible Preferred Stock and warrants

to purchase an aggregate of 63,000 shares of the Company's common stock.



         WHEREAS, the issuance and sale of the Series G Convertible Preferred

Stock and the warrants to the Investor will be made in reliance upon the

provisions of Section 4(2) of the Securities Act of 1933, as amended, and

Regulation D promulgated thereunder by the Securities and Exchange Commission.



NOW, THEREFORE, the parties hereto agree as follows:



                                    ARTICLE I



                               CERTAIN DEFINITIONS



Section 1.1. "Bid Price" shall mean the closing bid price (as reported by

Bloomberg L.P.) of the Common Stock on the Principal Market.



Section 1.2. "Capital Shares" shall mean the Common Stock and any shares of any

other class of common stock whether now or hereafter authorized, having the

right to participate in the distribution of earnings and assets of the Company.



Section 1.3. "Capital Shares Equivalents" shall mean any securities, rights or

obligations that are convertible into or exchangeable for or give any right to

subscribe for any Capital Shares of the Company or any warrants, options or

other rights to subscribe for or purchase Capital Shares or any such convertible

or exchangeable securities.







<PAGE>   2

Section 1.4. "Closing" shall mean the closing of the purchase and sale of the

Preferred Stock pursuant to Section 2.1.



Section 1.5. "Closing Date" shall mean the date on which all conditions to

closing have been satisfied and the Closing shall have occurred.



Section 1.6. "Common Stock" shall mean the Company's common stock, par value

$.01 per share.



Section 1.7. "Conversion Shares" shall mean the shares of Common Stock issuable

upon conversion of the Preferred Stock.



Section 1.8. "Damages" shall mean any loss, claim, damage, liability, costs and

expenses (including, without limitation, reasonable attorney's fees and

disbursements and costs and expenses of expert witnesses and investigation).



Section 1.9. "Effective Date" shall mean the date on which the SEC first

declares effective a Registration Statement registering the resale of the

Registrable Securities as set forth in Section 6.1.



Section 1.10 "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated by the SEC thereunder.



Section 1.11 "Legend" See Section 9.1.



Section 1.12. "Market Price" on any given date shall mean the single lowest

price (as reported by Bloomberg L.P.) of the Common Stock on any Trading Day

during the five Trading Days prior to the date for which Market Price is to be

determined.



Section 1.13. "Material Adverse Effect" shall mean any effect on the business,

Bid Price, operations, properties, prospects, or financial condition of the

Company that is material and adverse to the Company and its subsidiaries and

affiliates, taken as a whole, and/or any condition, circumstance, or situation

that would prohibit or otherwise interfere with the ability of the Company to

enter into and perform any of its obligations under this Agreement, the

Registration Rights Agreement or the Warrant in any material respect.



Section 1.14. "NASD" shall mean the National Association of Securities Dealers,

Inc.



Section 1.15. "Outstanding" when used with reference to shares of Common Stock

or Capital Shares (collectively the "Shares"), shall mean, at any date as of

which the number of such Shares is to be determined, all issued and outstanding

Shares, and shall include all such Shares issuable in respect of outstanding

scrip or any certificates representing fractional interests in such Shares;

provided, however, that "Outstanding" shall not mean any such Shares then

directly or indirectly owned or held by or for the account of the Company.

<PAGE>   3

Section 1.16. "Person" shall mean an individual, a corporation, a partnership,

an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.



Section 1.17. "Preferred Stock" shall mean the Company's Series G Convertible

Preferred Stock, par value $.01 per share, issued pursuant to the Certificate of

Designations attached hereto as Exhibit A.



Section 1.18. "Principal Market" shall mean the Nasdaq National Market, The

Nasdaq SmallCap Market, the American Stock Exchange or the New York Stock

Exchange, whichever is at the time the principal trading exchange or market for

the Common Stock.



Section 1.19. "Purchase Price" shall mean one thousand dollars ($1,000) per

share.



Section 1.20. "Registrable Securities" shall mean the Conversion Shares and the

Warrant Shares until (i) the Registration Statement has been declared effective

by the SEC, and all Conversion Shares and Warrant Shares have been disposed of

pursuant to the Registration Statement, (ii) all Conversion Shares and Warrant

Shares have been sold under circumstances under which all of the applicable

conditions of Rule 144 (or any similar provision then in force) under the

Securities Act ("Rule 144") are met, (iii) all Conversion Shares and Warrant

Shares have been otherwise transferred to holders who may trade such shares

without restriction under the Securities Act, and the Company has delivered a

new certificate or other evidence of ownership for such securities not bearing a

restrictive legend or (iv) such time as, in the opinion of counsel to the

Company, all Conversion Shares and Warrant Shares may be sold without any time,

volume or manner limitations pursuant to Rule 144(k) (or any similar provision

then in effect) under the Securities Act.



Section 1.21. "Registration Rights Agreement" shall mean the agreement regarding

the filing of the Registration Statement for the resale of the Registrable

Securities, entered into between the Company and each Investor on the Closing

Date annexed hereto as Exhibit C.



Section 1.22. "Registration Statement" shall mean a registration statement on

Form S-3 (if use of such form is then available to the Company pursuant to the

rules of the SEC and, if not, on such other form promulgated by the SEC for

which the Company then qualifies and which counsel for the Company shall deem

appropriate, and which form shall be available for the resale of the Registrable

Securities to be registered thereunder in accordance with the provisions of this

Agreement, the Registration Rights Agreement, and the Warrant and in accordance

with the intended method of distribution of such securities), for the

registration of the resale by the Investors of the Registrable Securities under

the Securities Act.



Section 1.23 "Regulation D" shall mean Regulation D promulgated by the SEC under

Section 4(2) of the Securities Act.



Section 1.24 "SEC" shall mean the Securities and Exchange Commission.



<PAGE>   4

Section 1.25 "Section 4(2)" shall mean Section 4(2) of the Securities Act.



Section 1.26 "Securities Act" shall mean the Securities Act of 1933, as amended,

and the rules and regulations promulgated by the SEC thereunder.



Section 1.27 "SEC Documents" shall mean the Company's Form 10-KSB for the fiscal

year ended December 31, 1999, as amended, and any other reports subsequently

filed with the SEC by the Company under the Exchange Act, as the same may be

amended, prior to the date of this Agreement.



Section 1.28. "Trading Day" shall mean any day during which the New York Stock

Exchange shall be open for business.



Section 1.29, "Warrant" shall have the meaning set forth in Section 2.2 and

substantially in the form of Exhibit B.



Section 1.30. "Warrant Shares" shall mean all shares of Common Stock or other

securities issued or issuable pursuant to exercise of the Warrant.



                                   ARTICLE II



                        PURCHASE AND SALE OF COMMON STOCK



Section 2.1. Investment.



         (a) The Company agrees to sell and each Investor, separately and not

jointly, agrees to purchase the number of shares of Preferred Stock set forth on

the signature page hereto at the Purchase Price on the Closing Date.



         (b) On the Closing Date, the Company shall issue and sell to each

Investor, against payment of the total Purchase Price of the shares of Preferred

Stock purchased by that Investor by wire transfer of immediately available funds

in accordance with instructions from the Company, the shares of Preferred Stock

set forth on the signature page hereto and the Warrant.



         (c) The Closing of the sale and purchase of the Preferred Stock and

Warrant shall be subject to the completion of the following conditions:





                  (i) acceptance and execution by the Company and the Investor

                  of this Agreement and all Exhibits hereto;



                  (ii) all representations and warranties of the Investor and of

                  the Company contained herein shall remain true and correct as

                  of the Closing Date;



                  (iii) the Company shall have obtained all permits and

                  qualifications required by any state for the offer and sale of

                  the Preferred Stock and Warrant, or shall have the

                  availability of exemptions therefrom;



<PAGE>   5

                  (iv)the sale and issuance of the Preferred Stock and Warrant,

                  and the proposed issuance of the Common Stock underlying the

                  Preferred Stock and the Warrant shall be legally permitted by

                  all laws and regulations to which the Investor and the Company

                  are subject and there shall be no ruling, judgment or writ of

                  any court prohibiting the transactions contemplated by this

                  Agreement;





                  (v) receipt by the Investor of an opinion of Snow Becker

                  Krauss P.C., counsel to the Company, in the form of Exhibit D

                  hereto;



                  (vi) delivery to the Investor of the Irrevocable Instructions

                  to Transfer Agent in the form attached hereto as Exhibit E;



                  (vii) there not having occurred (i) any general suspension of

                  trading in, or limitation on prices listed for, the Common

                  Stock on The Nasdaq Small Cap Market, (ii) the declaration of

                  a banking moratorium or any suspension of payments in respect

                  of banks in the United States, (iii) the commencement of a

                  war, armed hostilities or other international or national

                  calamity directly or indirectly involving the United States or

                  any of its territories, protectorates or possessions, or (iv)

                  in the case of the foregoing existing at the date of this

                  Agreement, a material acceleration or worsening thereof; and;



                  (viii) there not having occurred any event or development, and

                  there being in existence no condition, having or which

                  reasonably and forseeably could have a Material Adverse

                  Effect.



Section 2.2. The Warrant. On the Closing Date, the Company will issue to the

Investor a warrant, exercisable beginning six months from the Closing Date and

then exercisable any time over the three-year period there following, to

purchase the Investor's pro rata share of an aggregate of 63,000 Warrant Shares

at the Exercise Price (as defined in the Warrant) in the form of Exhibit B

hereto. The Warrant Shares shall be registered for resale pursuant to the

Registration Rights Agreement.



Section 2.3. Liquidated Damages. The parties hereto acknowledge and agree that

the sums payable pursuant to the Registration Rights Agreement shall constitute

liquidated damages and not penalties. The parties further acknowledge that (a)

the amount of loss or damages likely to be incurred is incapable or is difficult

to precisely estimate, (b) the amounts specified in such Sections bear a

reasonable proportion and are not plainly or grossly disproportionate to the

probable loss likely to be incurred by the Investor in connection with the

failure by the Company to timely cause the registration of the Registrable

Securities and (c) the parties are sophisticated business parties and have been

represented by sophisticated and able legal and financial counsel and negotiated

this Agreement at arm's length.



                                   ARTICLE III



                   REPRESENTATIONS AND WARRANTIES OF INVESTOR



The Investor represents and warrants to the Company that:



Section 3.1. Intent. The Investor is entering into this Agreement for its own

account and the Investor has no present arrangement (whether or not legally

binding) at any time to sell the Common Stock to or through any person or

entity; provided, however, that by making the

<PAGE>   6

representations herein, the Investor does not agree to hold the Common Stock for

any minimum or other specific term and reserves the right to dispose of the

Common Stock at any time in accordance with federal and state securities laws

applicable to such disposition.



Section 3.2. Sophisticated Investor. The Investor is a sophisticated investor

(as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor

(as defined in Rule 501 of Regulation D), and Investor has such experience in

business and financial matters that it is capable of evaluating the merits and

risks of an investment in Common Stock. The Investor acknowledges that an

investment in the Common Stock is speculative and involves a high degree of

risk.



Section 3.3. Authority. This Agreement and each Exhibit hereto which is

required to be executed by Investor has been duly authorized and validly

executed and delivered by the Investor and is a valid and binding agreement of

the Investor enforceable against it in accordance with its terms, subject to

applicable bankruptcy, insolvency, or similar laws relating to, or affecting

generally the enforcement of, creditors' rights and remedies or by other

equitable principles of general application.



Section 3.4. Not an Affiliate. The Investor is not an officer, director or

"affiliate" (as that term is defined in Rule 405 of the Securities Act) of the

Company.



Section 3.5. Absence of Conflicts. The execution and delivery of this Agreement

and any other document or instrument executed in connection herewith, and the

consummation of the transactions contemplated thereby, and compliance with the

requirements thereof, will not violate any law, rule, regulation, order, writ,

judgment, injunction, decree or award binding on Investor, or, to the Investor's

knowledge, (a) violate any provision of any indenture, instrument or agreement

to which Investor is a party or is subject, or by which Investor or any of its

assets is bound; (b) conflict with or constitute a material default thereunder;

(c) result in the creation or imposition of any lien pursuant to the terms of

any such indenture, instrument or agreement, or constitute a breach of any

fiduciary duty owed by Investor to any third party; or (d) require the approval

of any third-party (which has not been obtained) pursuant to any material

contract, agreement, instrument, relationship or legal obligation to which

Investor is subject or to which any of its assets, operations or management may

be subject.



Section 3.6. Disclosure; Access to Information. Investor has received all

documents, records, books and other publicly available information pertaining to

Investor's investment in the Company that have been requested by Investor. The

Company is subject to the periodic reporting requirements of the Exchange Act,

and Investor has reviewed or received copies of any such reports that have been

requested by it.



Section 3.7. Manner of Sale. At no time was Investor presented with or

solicited by or through any leaflet, public promotional meeting, television

advertisement or any other form of general solicitation or advertising.



                                   ARTICLE IV



                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY



<PAGE>   7

The Company represents and warrants to the Investor that, except as set forth on

the Schedule of Exceptions attached hereto:



Section 4.1. Organization of the Company. The Company is a corporation duly

incorporated and existing in good standing under the laws of the State of

Delaware and has all requisite corporate authority to own its properties and to

carry on its business as now being conducted as described in the Company's SEC

Documents. The Company does not have any subsidiaries and does not own more that

fifty percent (50%) of or control any other business entity, except as set forth

in the SEC Documents. The Company is duly qualified as a foreign corporation to

do business and is in good standing in every jurisdiction in which the nature of

the business conducted or property owned by it makes such qualification

necessary, other than those in which the failure so to qualify could not

reasonably be expected to have a Material Adverse Effect.



Section 4.2. Authority. (i) The Company has the requisite corporate power and

authority to enter into and perform its obligations under this Agreement, the

Registration Rights Agreement and the Warrant and to issue the Preferred Stock,

the Conversion Shares, the Warrant and the Warrant Shares, (ii) the execution,

issuance and delivery of this Agreement, the Registration Rights Agreement and

the Warrant by the Company and the consummation by it of the transactions

contemplated hereby have been duly authorized by all necessary corporate action

and no further consent or authorization of the Company or its Board of Directors

or stockholders is required, and (iii) this Agreement, the Registration Rights

Agreement and the Warrant have been duly executed and delivered by the Company

and constitute valid and binding obligations of the Company enforceable against

the Company in accordance with their terms, except as such enforceability may be

limited by applicable bankruptcy, insolvency, or similar laws relating to, or

affecting generally the enforcement of, creditors' rights and remedies or by

other equitable principles of general application. The Company has duly and

validly authorized and reserved for issuance shares of Common Stock sufficient

in number for the conversion of 1,800 shares of Preferred Stock and for the

exercise of the Warrants. The Company understands and acknowledges the

potentially dilutive effect to the Common Stock of the issuance of the

Conversion Shares and the Warrant Shares. The Company further acknowledges that

its obligation to issue Conversion Shares upon conversion of the Preferred Stock

and Warrant Shares upon exercise of the Warrants in accordance with this

Agreement and the Certificate of Designations is absolute and unconditional

regardless of the dilutive effect that such issuance may have on the ownership

interests of other stockholders of the Company and notwithstanding the

commencement of any case under 11 U.S.C. Section 101 et seq. (the "Bankruptcy

Code"). In the event the Company is a debtor under the Bankruptcy Code, the

Company hereby waives to the fullest extent permitted any rights to relief it

may have under 11 U.S.C. Section 362 in respect of the conversion of the

Preferred Stock and the exercise of the Warrants. The Company agrees, without

cost or expense to the Investor, to take or consent to any and all action

necessary to effectuate relief under 11 U.S.C. Section 362.



Section 4.3. Capitalization. The authorized capital stock of the Company

consists of 50,000,000 shares of Common Stock, par value $0.01, of which

16,898,460 shares were issued and outstanding as of May 1, 2000 and 987,730

shares of Preferred Stock, par value $0.01, of which 734 shares of Series F

Convertible Preferred Stock were issued and outstanding as of May

<PAGE>   8

1, 2000, and 1,800 shares of Preferred Stock have been properly designated

as Series G Convertible Preferred Stock. Except as set forth in the SEC

Documents and the Schedule of Exceptions, there are no outstanding Capital

Shares Equivalents. All of the outstanding shares of Common Stock of the Company

have been duly and validly authorized and issued and are fully paid and

non-assessable.



Section 4.4. Common Stock. The Company has registered its Common Stock pursuant

to Section 12(b) or (g) of the Exchange Act and is in full compliance with all

reporting requirements of the Exchange Act, and the Company has maintained all

requirements for the continued listing or quotation of its Common Stock, and

such Common Stock is currently quoted on The Nasdaq SmallCap Market and the

Company has not received any notice regarding, and to its knowledge there is no

threat, of the termination or discontinuance of the eligibility of the Common

Stock for inclusion on The Nasdaq SmallCap Market.



Section 4.5. SEC Documents. The Company has delivered or made available to the

Investor true and complete copies of the SEC Documents. The Company has not

provided to the Investor any information that, according to applicable law, rule

or regulation, should have been disclosed publicly prior to the date hereof by

the Company, but which has not been so disclosed. As of their respective dates,

the SEC Documents complied in all material respects with the requirements of the

Exchange Act, and rules and regulations of the SEC promulgated thereunder and

the SEC Documents did not contain any untrue statement of a material fact or

omitted to state a material fact required to be stated therein or necessary in

order to make the statements therein, in light of the circumstances under which

they were made, not misleading. The financial statements of the Company included

in the SEC Documents complied in all material respects with applicable

accounting requirements and the published rules and regulations of the SEC or

other applicable rules and regulations with respect thereto. Such financial

statements have been prepared in accordance with generally accepted accounting

principles applied on a consistent basis during the periods involved (except (i)

as may be otherwise indicated in such financial statements or the notes thereto

or (ii) as set forth in Section 4.5 to the Schedule of Exceptions) and fairly

present in all material respects the financial position of the Company as of the

dates thereof and the results of operations and cash flows for the periods then

ended. Neither the Company nor any of its subsidiaries has any indebtedness,

obligations or liabilities of any kind (whether accrued, absolute, contingent or

otherwise, and whether due or to become due) that would have been required to be

reflected in, reserved against or otherwise described in the financial

statements or in the notes thereto in accordance with GAAP, which was not fully

reflected in, reserved against or otherwise described in the financial

statements or the notes thereto or was not incurred in the ordinary course of

business consistent with the Company's past practices since the late date of the

financial statements.



Section 4.6. Exemption from Registration; Valid Issuances. The sale of the

Preferred Stock, the Conversion Shares, the Warrant and the Warrant Shares will

be properly issued pursuant to Rule 4(2), Regulation D and/or any applicable

state securities law. When issued, the Preferred Stock, the Conversion Shares

and the Warrant Shares will be duly and validly issued, fully paid, and

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