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                                                                   EXHIBIT 10.18

                              COMPUTER MOTION, INC.
                          EMPLOYEE STOCK PURCHASE PLAN



        This EMPLOYEE STOCK PURCHASE PLAN (the "Plan") was adopted by COMPUTER
MOTION, INC., a California corporation, on May 23, 1997, approved by the
shareholders on July 3, 1997, and assumed by COMPUTER MOTION, INC., a Delaware
corporation (the "Company"), on August 5, 1997, and became effective as of
August 11, 1997 (the "Effective Date").

                                       1.

                               PURPOSE OF THE PLAN
                               -------------------

        1.1 Purpose. The Company has determined that it is in its best interest
to provide incentives to attract and retain employees and to increase employee
morale by providing a program through which employees of the Company, and of
such of the Company's subsidiaries as the Company's Board of Directors (the
"Board of Directors") may from time to time designate (each a "Designated
Subsidiary", and collectively, "Designated Subsidiaries"), may acquire a
proprietary interest in the Company through the purchase of shares of the common
stock of the Company ("Company Stock"). The Plan is hereby established by the
Company to permit employees to subscribe for and purchase directly from the
Company shares of the Company Stock at a discount from the market price, and to
pay the purchase price in installments by payroll deductions. The Plan is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended from time to time (the "Code").
The provisions of the Plan are to be construed in a matter consistent with the
requirements of Section 423 of the Code. The Plan is not intended to be an
employee benefit plan under the Employee Retirement Income Security Act of 1974,
and therefore is not required to comply with that Act.

                                       2.

                                   DEFINITIONS
                                   -----------

        2.1 Compensation. "Compensation" means the amount indicated on the Form
W-2, including any elective deferrals with respect to a plan of the Company
qualified under either Section 125 or Section 401(a) of the Code, issued to an
employee by the Company.

        2.2 Eligible Employee. "Eligible Employee" means any person currently
employed by the Company or any of its Designated Subsidiaries, any portion of
whose income is subject to withholding of income tax or for whom Social Security
retirement contributions are made by the Company or any Designated Subsidiary
who is regularly scheduled for not less then 20 hours of work per week and who
has been so employed for not less than thirty (30) days.

        2.3 Effective Date. "Effective Date" means the effective date of the
Company's first Registration Statement filed with the Securities and Exchange
Commission registering Company Stock.

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        2.4 Entry Date. "Entry Date" means the date an Eligible Employee first
joins an Offering Period. The earliest Entry Date shall be the Effective Date.

        2.5 5% Owner. "5% Owner" means an Employee who, immediately after the
grant of any rights under the Plan, would own Company Stock or hold outstanding
options to purchase Company Stock possessing 5% or more of the total combined
voting power of all classes of stock of the Company. For purposes of this
Section, the ownership attribution rules of Code Section 425(d) shall apply.

        2.6 Participant. "Participant" means an employee who has satisfied the
definition of Eligible Employee and has become a participant in the Plan in
accordance with Section 3.2.

        2.7 Plan Year. "Plan Year" means the twelve consecutive month period
ending on the last day of December.

        2.8 Offering Period. "Offering Period" means the period beginning on the
Effective Date and ending on June 30, 1999, and thereafter each twenty-four (24)
month period beginning the date after the expiration of the previous Offering
Period.

        2.9 Purchase Date. "Purchase Date" means the last trading day of each
Semi-Annual Period of Participation.

        2.10 Semi-Annual Period of Participation means each semiannual period
for which the Participant actually participates in an Offering Period in effect
under the Plan. There shall be a maximum of four (4) semi-annual periods of
participation within each Offering Period. The first such semi-annual period
shall extend from the Effective Time through the last trading day in December
1997. Subsequent semi-annual periods shall be measured from the first trading
day of January to the last trading day of June each calendar year and from the
first trading day of July to the last trading day of December each calendar
year.

                                       3.

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

        3.1 Eligibility. Each Eligible Employee may participate in the Plan in
accordance with the following provisions.

               (a) An individual who is an Eligible Employee on the first day of
any Offering Period under the Plan shall be eligible to commence participation
in that Offering Period on such day. Such date shall become such individual's
Entry Date for the Offering Period, and on that date such individual shall be
granted his/her purchase right for the Offering Period. Should any such Eligible
Employee not enter the Offering Period on the start date, then he/she may not
subsequently join that particular Offering Period until the next Semi-Annual
Entry Date.

               (b) An individual who first becomes an Eligible Employee after
the start date of any Offering Period under the Plan may enter that Offering
Period on any Semi-Annual Entry Date on which he/she is an Eligible Employee.
Such Semi-Annual Entry Date shall become such

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individual's Entry Date for the Offering Period, and on that date such
individual shall be granted his/her purchase right for the Offering Period.

        3.2 Participation. An Eligible Employee may become a Participant in the
Plan upon his completion and delivery to the Human Resources Department of the
Company of a stock purchase agreement provided by the Company (the "Stock
Purchase Agreement") authorizing payroll deductions. Payroll deductions for a
Participant shall commence on the Entry Date coincident with or next following
the filing of the Participant's Stock Purchase Agreement and shall remain in
effect until revoked by the Participant by the filing of a notice of withdrawal
from the Plan under Article 8 or by the filing of a new Stock Purchase Agreement
providing for a change in the Participant's payroll deduction rate under Section
5.2.

        3.3 Special Rules. Under no circumstances shall

               (a) A 5% Owner be granted a right to purchase Company Stock under
the Plan;

               (b) A Participant be entitled to purchase Company Stock under the
Plan which, when aggregated with all other employee stock purchase plans of the
Company, exceed an amount equal to the Aggregate Maximum. "Aggregate Maximum"
means an amount equal to $25,000 worth of Company Stock (determined using the
fair market value of such Company Stock at each applicable Entry Date) during
each calendar year; or

               (c) The number of shares of Company Stock purchasable by a
Participant on any Purchase Date exceed 2,593 shares, subject to periodic
adjustments under Section 10.4.

                                       4.

                                OFFERING PERIODS
                                ----------------

        4.1 Offering Periods.

               (a) Initially, each Offering Period shall have a duration of
twenty-four (24) months; provided, however that the Board or Committee (as
defined in Section 9.1 below) may designate the duration of future Offering
Periods prior to the start date of the Offering Period and in the absence of any
express determination otherwise, each Offering Period shall have a duration
equal to that of the Preceding Offering Period. Semi-Annual Period of
Participation shall begin the first trading day of July and January and shall
end on the next succeeding Semi-Annual Purchase Date. Notwithstanding the
foregoing, the initial Offering Period shall begin on the Effective Date and end
on the last trading day in June of 1999.

               (b) The Participant shall be granted a separate purchase right
for each Offering Period in which he or she participates. The purchase right
shall be granted on the Entry Date on which such individual first joins the
Offering Period in effect under the Plan and shall be automatically exercised on
the last trading day of each December and June occurring within the Offering
Period.

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               (c) Except as otherwise provided in this Plan, the Participant's
acquisition of Common Stock under the Plan on any Semi-Annual Purchase Date
shall neither limit nor require the Participant's acquisition of Common Stock on
any subsequent Semi-Annual Purchase Date.

                                       5.

                               PAYROLL DEDUCTIONS
                               ------------------

        5.1 Participant Election. Upon completion of the Stock Purchase
Agreement, each Participant shall designate the amount of payroll deductions to
be made from his or her paycheck to purchase Company Stock under the Plan. The
amount of payroll deductions shall be designated in whole percentages of
Compensation or in whole dollar amounts, not to exceed 10% of Compensation. The
amount so designated upon the Stock Purchase Agreement shall be effective as of
the next Entry Date and shall continue until terminated or altered in accordance
with Section 5.2 below.

        5.2 Changes in Election. A Participant may terminate participation in
the Plan at any time prior to the close of an Offering Period as provided in
Article 8. A Participant may decrease or increase the rate of payroll deductions
one time during any Semi-Annual Period of Participation by completing and
delivering to the Human Resources Department of the Company a new Stock Purchase
Agreement setting forth the desired change. A Participant may also terminate
payroll deductions and have accumulated deductions for the Offering Period
applied to the purchase of Company Stock as of the next Purchase Date by
completing and delivering to the Human Resources Department a new Stock Purchase
Agreement setting forth the desired change. Any change under this Section shall
become effective on the next payroll period (to the extent practical under the
Company's payroll practices) following the delivery of the new Stock Purchase
Agreement.

        5.3 Participant Accounts. The Company shall establish and maintain a
separate account ("Account") for each Participant. The amount of each
Participant's payroll deductions shall be credited to his Account. No interest
will be paid or allowed on amounts credited to a Participant's Account. All
payroll deductions received by the Company under the Plan are general corporate
assets of the Company and may be used by the Company for any corporate purpose.
The Company is not obligated to segregate such payroll deductions.

                                       6.

                            GRANT OF PURCHASE RIGHTS
                            ------------------------

        6.1 Right to Purchase Shares. On each Entry Date, each Participant shall
be granted a right to purchase at the price determined under Section 6.2 that
number of whole shares of Company Stock that can be purchased or issued by the
Company based upon that price with the amounts held in his Account, subject to
the limits set forth in Section 3.3. In the event that there are amounts held in
a Participant's Account that are not used to purchase Company Stock, such
amounts shall remain in the Participant's Account and shall be eligible to
purchase Company Stock in any subsequent Semi-Annual Period of Participation.

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        6.2 Purchase Price. The purchase price for any Offering Period shall be
the lesser of:

               (a) 85% of the Fair Market Value of Company Stock on the Entry
Date in that Offering Period; or

               (b) 85% of the Fair Market Value of Company Stock on the Purchase
Date.

        6.3 Fair Market Value. "Fair Market Value" means for the initial Entry
Date (which is the Effective Date), the price per share at which the Common
Stock is to be sold to the public in the initial public offering of the Common
Stock. For any subsequent date thereafter, "Fair Market Value" shall mean the
value of one share of Company Stock, determined as follows:

               (a) If the Company Stock is then listed or admitted to trading on
the Nasdaq Stock Market or a stock exchange which reports closing sale prices,
the Fair Market Value shall be the closing sale price on the date of valuation
on the Nasdaq Stock Market or principal stock exchange on which the Company
Stock is then listed or admitted to trading, or, if no closing sale price is
quoted or no sale takes place on such day, then the Fair Market Value shall be
the closing sale price of the Company Stock on the Nasdaq Stock Market or such
exchange on the next preceding day on which a sale occurred.

               (b) If the Company Stock is not then listed or admitted to
trading on the Nasdaq Stock Market or a stock exchange which reports closing
sale prices, the Fair Market Value shall be the average of the closing bid and
asked prices of the Company Stock in the over-the-counter market on the date of
valuation.

               (c) If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Board or
Committee (as defined in Section 9.1 below) in good faith using any reasonable
method of valuation, which determination shall be conclusive and binding on all
interested parties.

                                       7.

                                PURCHASE OF STOCK
                                -----------------

        7.1 Purchase of Company Stock. Absent an election by the Participant to
terminate and have his or her Account returned, on each Purchase Date, the Plan
shall purchase on behalf of each Participant the maximum number of whole shares
of Company Stock at the purchase price determined under Section 6.2 above as can
be purchased with the amounts held in each Participant's Account. In the event
that there are amounts held in a Participant's Account that are not used to
purchase Company Stock, all such amounts shall be held in the Participant's
Account and carried forward to the next Semi-Annual Period of Participation.

        7.2 Delivery of Company Stock.

               (a) Company Stock acquired under the Plan may either be issued
directly to Participants or may be issued to a contract administrator
("Administrator") engaged by the Company to administer the Plan under Article 9.
If the Company Stock is issued in the name of the Administrator,


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all Company Stock so issued ("Plan Held Stock") shall be held in the name of the
Administrator for the benefit of the Plan. The Administrator shall maintain
accounts for the benefit of the Participants which shall reflect each
Participant's interest in the Plan Held Stock. Such accounts shall reflect the
number of shares of Company Stock that are being held by the Administrator for
the benefit of each Participant.

               (b) Any Participant may elect to have the Company Stock purchased
under the Plan from his or her Account be issued directly to the Participant.
Any election under this paragraph shall be on the forms provided by the Company
and shall be issued in accordance with paragraph (c) below.

               (c) In the event that Company Stock under the Plan is issued
directly to a Participant, the Company will deliver to each Participant a stock
certificate or certificates issued in his name for the number of shares of
Company Stock purchased as soon as practicable after the Purchase Date. Where
Company Stock is issued under this paragraph, only full shares of stock will be
issued to a Participant. The time of issuance and delivery of shares may be
postponed for such period as may be necessary to comply with the registration
requirements under the Securities Act of 1933, as amended, the listing
requirements of any securities exchange on which the Company Stock may then be
listed, or the requirements under other laws or regulations applicable to the
issuance or sale of such shares.

                                       8.

                                   WITHDRAWAL
                                   ----------

        8.1 In Service Withdrawals. At any time prior to the Purchase Date of an
Offering Period, any Participant may withdraw the amounts held in his Account by
executing and delivering to the Human Resources Department for the Company
written notice of withdrawal on the form provided by the Company. In such a
case, the entire balance of the Participant's Account shall be paid to the
Participant, without interest, as soon as is practicable. Upon such
notification, the Participant shall cease to participate in the Plan for the
remainder of the Semi-Annual Period of Participation in which the notice is
given. Any Employee who has withdrawn under this Section may thereafter be
reinstated as a Participant for a subsequent Semi-Annual Period of Participation
by executing and delivering a new Stock Purchase Agreement to the Human
Resources Department of the Company.

        8.2 Termination of Employment.

               (a) In the event that a Participant's employment with the Company
terminates for any reason, the Participant shall cease to participate in the
Plan on the date of termination. As soon as is practical following the date of
termination, the entire balance of the Participant's Account shall be paid to
the Participant or his beneficiary, without interest.

               (b) A Participant may file a written designation of a beneficiary
who is to receive any shares of Company Stock purchased under the Plan or any
cash from the Participant's Account in the event of his or her death subsequent
to a Purchase Date, but prior to delivery of such shares and cash. In addition,
a Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant's Account under the Plan in the event of his death
prior to a Purchase Date under paragraph (a) above.

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               (c) Any beneficiary designation under paragraph (b) above may be
changed by the Participant at any time by written notice. In the event of the
death of a Participant, the Committee may rely upon the most recent beneficiary
designation it has on file as being the appropriate beneficiary. In the event of
the death of a Participant where no valid beneficiary designation exists or the
beneficiary has predeceased the Participant, the Committee shall deliver any
cash or shares of Company Stock to the executor or administrator of the estate
of the Participant, or if no such executor or administrator has been appointed
to the knowledge of the Committee, the Committee, in its sole discretion, may
deliver such shares of Company Stock or cash to the spouse or any one or more
dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Committee, then to such other person as the Committee
may designate.

                                       9.

                               PLAN ADMINISTRATION
                               -------------------

        9.1    Plan Administration.

               (a) Authority to control and manage the operation and
administration of the Plan shall be vested in the Board of Directors (the
"Board") for the Company, or a committee ("Committee") thereof. The Board or
Committee shall have all powers necessary to supervise the administration of the
Plan and control its operations.

               (b) In addition to any powers and authority conferred on the
Board or Committee elsewhere in the Plan or by law, the Board or the Committee
shall have the following powers and authority:

                      (i) To designate agents to carry out responsibilities
relating to the Plan;

                      (ii) To administer, interpret, construe and apply this
Plan and to answer all questions which may arise or which may be raised under
this Plan by a Participant, his beneficiary or any other person whatsoever;

                      (iii) To establish rules and procedures from time to time
for the conduct of its business and for the administration and effectuation of
its responsibilities under the Plan; and

                      (iv) To perform or cause to be performed such further acts
as it may deem to be necessary, appropriate, or convenient for the operation of
the Plan.

               (c) Any action taken in good faith by the Board or Committee in
the exercise of authority conferred upon it by this Plan shall be conclusive and
binding upon a Participant and his beneficiaries. All discretionary powers
conferred upon the Board shall be absolute.

        9.2 Limitation on Liability. No employee of the Company nor member of
the Board or Committee shall be subject to any liability with respect to his
duties under the Plan unless the person acts fraudulently or in bad faith. To
the extent permitted by law, the Company shall indemnify each member of the
Board or Committee, and any other Employee of the Company with duties under the
Plan who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed

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proceeding, whether civil, criminal, administrative, or investigative, by reason
of the person's conduct in the performance of his duties under the Plan.

                                       10.

                                  COMPANY STOCK
                                  -------------

        10.1 Limitations on Purchase of Shares. The maximum number of shares of
Company Stock that shall be made available for sale under the Plan shall be
129,668 shares, subject to adjustment under Section 10.4 below. The shares of
Company Stock to be sold to Participants under the Plan will be issued by the
Company. If the total number of shares of Company Stock that would otherwise be
issuable pursuant to rights granted pursuant to Section 6.1 of the Plan at the
Purchase Date exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available in as
uniform and equitable manner as is practicable. In such event, the Company shall
give written notice of such reduction of the number of shares to each
participant affected thereby and any unused payroll deductions shall be returned
to such participant if necessary.

        10.2 Company Stock. The Participant will have no interest or voting
right in shares to be purchased under Section 6.1 of the Plan until such shares
have been purchased.

        10.3 Registration of Company Stock. Shares to be delivered to a
Participant under the Plan will be registered in the name of the Participant
unless designated otherwise by the Participant.

        10.4 Changes in Capitalization of the Company. Subject to any required
action by the stockholders of the Company, the number of shares of Company Stock
covered by each right under the Plan which has not yet been exercised and the
number of shares of Company Stock which have been authorized for issuance under
the Plan but have not yet been placed under rights or which have been returned
to the Plan upon the cancellation of a right, as well as the Purchase Price per
share of Company Stock covered by each right under the Plan which has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Company Stock resulting from a stock split,
stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or the like. Such adjustment shall be made by
the Board of Directors for the Company, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Company
Stock subject to any right granted hereunder.

        10.5 Merger of Company. In the event that the Company at any time
proposes to merge into, consolidate with or enter into any other reorganization
pursuant to which the Company is not the surviving entity (including the sale of
substantially all of its assets or a "reverse" merger in which the Company is
the surviving entity), the Plan shall terminate, unless provision is made in
writing in connection with such transaction for the continuance of the Plan and
for the assumption of rights theretofore granted, or the substitution for such
rights of new rights covering the shares of a successor corporation, with
appropriate adjustments as to number and kind of shares and prices, in which
event the Plan and the rights theretofore granted or the new rights substituted
therefor, shall continue in the manner and under the terms so provided. If such
provision is not made in such transaction for the

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continuance of the Plan and the assumption of rights theretofore granted or the
substitution for such rights of new rights covering the shares of a successor
corporation, then the Board of Directors or its committee shall cause written
notice of the proposed transaction to be given to the persons holding rights not
less than 10 days prior to the anticipated effective date of the proposed
transaction, and, concurrent with the effective date of the proposed
transaction, such rights shall be exercised automatically in accordance with
Section 7.1 as if such effective date were a Purchase Date of the applicable
Offering Period unless a Participant withdraws from the Plan as provided in
Section 8.1.

                                       11.

                              MISCELLANEOUS MATTERS
                              ---------------------

        11.1 Amendment and Termination. The Plan shall terminate June 30, 2007.
Since future conditions affecting the Company cannot be anticipated or foreseen,
the Company reserves the right to amend, modify, or terminate the Plan at any
time. Upon termination of the Plan, all benefits shall become payable
immediately. Notwithstanding the foregoing, no such amendment or termination
shall affect rights previously granted, nor may an amendment make any change in
any right previously granted which adversely affects the rights of any
Participant. In addition, no amendment may be made without prior approval of the
stockholders of the Company if such amendment would:

               (a) Increase the number of shares of Company Stock that may be
issued under the Plan;

               (b) Materially modify the requirements as to eligibility for
participation in the Plan; or

               (c) Materially increase the benefits which accrue to Participants
under the Plan.

        11.2 Stockholder Approval. Continuance of the Plan and the effectiveness
of any right granted hereunder shall be subject to approval by the stockholders
of the Company, within twelve months before or after the date the Plan is
adopted by the Board.

        11.3 Benefits Not Alienable. Benefits under the Plan may not be assigned
or alienated, whether voluntarily or involuntarily. Any attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in accordance with
Article 8.

        11.4 No Enlargement of Employee Rights. This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Employee or to be
consideration for, or an inducement to, or a condition of, the employment of any
Employee. Nothing contained in the Plan shall be deemed to give the right to any
Employee to be retained in the employ of the Company or to interfere with the
right of the Company to discharge any Employee at any time.

        11.5 Governing Law. To the extent not preempted by Federal law, all
legal questions pertaining to the Plan shall be determined in accordance with
the laws of the state of incorporation of the Company.

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        11.6 Non-trading Days. When any act under the Plan is required to be
performed on a day that falls on a Saturday, Sunday or legal or stock market
holiday, that act shall be performed on the next succeeding day which is not a
Saturday, Sunday or holiday. Notwithstanding the above, Fair Market Value shall
be determined in accordance with Section 6.3.

        11.7 Compliance With Securities Laws. Notwithstanding any provision of
the Plan, the Committee shall administer the Plan in such a way to ensure that
the Plan at all times complies with any requirements of Federal Securities Laws.
For example, affiliates may be required to make irrevocable elections in
accordance with the rules set forth under Section 16b-3 of the Securities
Exchange Act of 1934.


(AS AMENDED THROUGH SEPTEMBER 30, 1997)


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