EMPLOYMENT AGREEMENT



        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as

of October 18, 2002, by and between ENDOLOGIX, INC., a Delaware corporation (the

"Company"), and [EMPLOYEE NAME], an individual (the "Executive").



                                  R E C I T A L



        The Company desires to employ Executive in the capacity hereinafter

stated, and the Executive desires to enter into the employ of the Company in

that capacity pursuant to the terms and conditions set forth herein.



                                A G R E E M E N T



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

covenants and agreements set forth herein, the Company and the Executive,

intending to be legally bound, hereby agree as follows:



        1. EMPLOYMENT. The Company hereby agrees to employ the Executive as the

[TITLE] of the Company, reporting to the [INSERT MANAGER TITLE] of the Company,

and the Executive accepts such employment and agrees to devote substantially all

his business time and efforts and skills on such reasonable duties as shall be

assigned to him by the Company commensurate with such position. The term of this

Agreement shall commence on [INSERT DATE] and expire on [INSERT DATE] unless

sooner terminated pursuant to the terms and provisions herein stated. This

Agreement shall automatically be extended for additional one (1) year renewal

terms (unless sooner terminated pursuant to the terms and provisions herein)

unless either party gives written notice to the other to terminate this

Agreement at least thirty (30) days prior to the end of the preceding term.



        2. STOCK OPTIONS: ACCELERATION OF OPTIONS. Notwithstanding any

provisions of the Company's option or stock incentive plan, or of the

Executive's stock option or restricted stock agreements, in the event of a

"Corporate Transaction" or "Change in Control," as defined below, during the

period of the Executive's employment with the Company, all of the Executive's

stock options shall vest in full and all rights of the Company to repurchase

restricted stock of the Executive shall terminate.



        For purposes hereof, "Change in Control" shall mean a change in

ownership or control of the Company effected through the acquisition, directly

or indirectly, by any person or related group of persons (other than the Company

or a person that directly or indirectly controls, is controlled by, or is under

common control with, the Company), of beneficial ownership (within the meaning

of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent

(50%) of the total combined voting power of the Company's outstanding securities

pursuant to a tender or exchange offer made directly to the Company's

stockholders which the Board does not recommend such stockholders to accept.







<PAGE>



        For purposes hereof, "Corporate Transaction" shall mean either of the

following stockholder-approved transactions to which the Company is a party:



                (A) A merger or consolidation in which securities possessing

        more than fifty percent (50%) of the total combined voting power of the

        Company's outstanding securities are transferred to a person or persons

        different from the persons holding those securities immediately prior to

        such transaction; or



                (B) The sale, transfer or other disposition of all or

        substantially all of the Company's assets in complete liquidation or

        dissolution of the Company.



        3. TERMINATION.



                3.1 TERMINATION BY THE COMPANY FOR CAUSE. Any of the following

acts or omissions shall constitute grounds for the Company to terminate the

Executive's employment pursuant to this Agreement for "cause":

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