CURON MEDICAL, INC.



                           INDEMNIFICATION AGREEMENT





     This Indemnification Agreement ("Agreement") is effective as of

_______________, 2000 by and between Curon Medical, Inc., a Delaware corporation

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



     WHEREAS, the Company desires to attract and retain the services of highly

qualified individuals, such as Indemnitee, to serve the Company and its related

entities;



     WHEREAS, in order to induce Indemnitee to continue to provide services to

the Company, the Company wishes to provide for the indemnification of, and the

advancement of expenses to, Indemnitee to the maximum extent permitted by law;



     WHEREAS, the Company and Indemnitee recognize the continued difficulty in

obtaining liability insurance for the Company's directors, officers, employees,

agents and fiduciaries, the significant increases in the cost of such insurance,

and the general reductions in the coverage of such insurance;



     WHEREAS, the Company and Indemnitee further recognize the substantial

increase in corporate litigation in general, subjecting directors, officers,

employees, agents and fiduciaries to expensive litigation risks at the same time

as the availability and coverage of liability insurance has been severely

limited; and



     WHEREAS, the Company and Indemnitee desire to have in place the additional

protection provided by an indemnification agreement to provide indemnification

and advancement of expenses to the Indemnitee to the maximum extent permitted by

Delaware law;



     WHEREAS, in view of the considerations set forth above, the Company desires

that Indemnitee shall be indemnified and advanced expenses by the Company as set

forth herein;



     NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth below.



     1.   Certain Definitions.

          -------------------



          (a) "Change in Control" shall mean, and shall be deemed to have

occurred if, on or after the date of this Agreement, (i) any "person" (as such

term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,

as amended) or group acting in concert, other than a trustee or other fiduciary

holding securities under an employee benefit plan of the Company acting in such

capacity or a corporation owned directly or indirectly by the stockholders of

the Company in substantially the same proportions as their ownership of stock of

the Company, becomes the

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 "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or

indirectly, of securities of the Company representing more than 50% of the total

voting power represented by the Company's then outstanding Voting Securities,

(ii) during any period of two consecutive years, individuals who at the

beginning of such period constitute the Board of Directors of the Company and

any new director whose election by the Board of Directors or nomination for

election by the Company's stockholders was approved by a vote of at least two

thirds (2/3) of the directors then still in office who either were directors at

the beginning of the period or whose election or nomination for election was

previously so approved, cease for any reason to constitute a majority thereof,

(iii) the stockholders of the Company approve a merger or consolidation of the

Company with any other corporation other than a merger or consolidation which

would result in the Voting Securities of the Company outstanding immediately

prior thereto continuing to represent (either by remaining outstanding or by

being converted into Voting Securities of the surviving entity) at least 80% of

the total voting power represented by the Voting Securities of the Company or

such surviving entity outstanding immediately after such merger or

consolidation, or (iv) the stockholders of the Company approve a plan of

complete liquidation of the Company or an agreement for the sale or disposition

by the Company of (in one transaction or a series of related transactions) all

or substantially all of the Company's assets.



          (b) "Claim" shall mean with respect to a Covered Event:  any

threatened, pending or completed action, suit, proceeding or alternative dispute

resolution mechanism, or any hearing, inquiry or investigation that Indemnitee

in good faith believes might lead to the institution of any such action, suit,

proceeding or alternative dispute resolution mechanism, whether civil, criminal,

administrative, investigative or other.



          (c) References to the "Company" shall include, in addition to Curon

Medical, Inc. any constituent corporation (including any constituent of a

constituent) absorbed in a consolidation or merger to which Curon Medical, Inc.

(or any of its wholly-owned subsidiaries) is a party which, if its separate

existence had continued, would have had power and authority to indemnify its

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