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                                                                  EXHIBIT 10.11

                               RENAULT & HANDLEY
                       INDUSTRIAL & COMMERCIAL REAL ESTATE

                  This LEASE, executed in duplicate at Palo Alto, California,
PARTIES           this 9th day of September, 1996, by and between

                  Zappettini Investment Co.

                  and

                  Intuitive Surgical

                  hereinafter called respectively Lessor and Lessee, without
                  regard to number or gender,

PREMISES          1. WITNESSETH: That Lessor hereby leases to Lessee, and Lessee
                  hires from Lessor, those certain premises, hereinafter in this
                  lease designated as "the Premises", with the appurtenances,
                  situated in the City of Mountain View, County of Santa Clara,
                  State of California, and more particularly described as
                  follows, to-wit:

                  Approximate 25,000 square feet of R & D buildings commonly
                  referred to as 1340 Middlefield Road, Mountain View,
                  California together with landscaped areas and parking lot and
                  further described in Exhibit A attached hereto.

USE               2. The Premises shall be used and occupied by Lessee for the
                  development of technology in the field of minimum evasive
                  surgery and for no other purpose without the prior written
                  consent of Lessor.

TERM              3. The term shall be for five (5) years, commencing on the 1st
                  day of January, 1997, and ending on the 31st day of December
                  2001.

RENTAL            4. Rent shall be payable to the Lessor without deduction or
                  offset at such place or places as may be designated from time
                  to time by the Lessor as follows:

                  Thirty-Eight Thousand and Seven Hundred Fifty Dollars
                  ($38,750.00) shall be due upon the execution of this Lease
                  representing rental due January 1, 1997. $38,750.00 shall be
                  due on February 1, 1997 and on the 1st day of each and every
                  succeeding month through December 2001.

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SECURITY
DEPOSIT             5.   Lessee has deposited with Lessor $38,750.00 as security
                  for the full and faithful performance of each and every term,
                  provision, covenant and condition of this Lease.In the event
                  Lessee defaults in respect of any of the terms, provisions,
                  covenants or conditions of this Lease, including, but not
                  limited to the payment of rent, Lessor may use, apply or
                  retain the whole or any part of such security for the payment
                  of any rent in default or for any other sum which Lessor may
                  spend or be required to spend by reason of Lessee's
                  default.Should Lessee faithfully and fully comply with all of
                  the terms, provisions, covenants and conditions of this Lease,
                  the security of any balance thereof shall be returned to
                  Lessee or, at the option of Lessor, to the last assignee of
                  Lessee's interest in this Lease at the expiration of the term
                  hereof.Lessee shall not be entitled to any interest on said
                  security deposit.


POSSESSION        6. If Lessor, for any reason whatsoever, cannot deliver
                  possession of the Premises to Lessee at the commencement of
                  the said term, as hereinbefore specified, this Lease shall not
                  be void or voidable, nor shall Lessor, or Lessor's agents, be
                  liable to Lessee for any loss or damage resulting therefrom;
                  but in that event the commencement and termination dates of
                  the Lease and all other dates affected thereby shall be
                  revised to conform to the date of Lessor's delivery of
                  possession. The above is, however, subject to the provision
                  that the period of delay of delivery of the Premises shall not
                  exceed 30 (thirty) days from the commencement date herein. If
                  the period of delay of delivery exceeds the foregoing, Lessee,
                  at his or its option, may declare this Lease null and void. If
                  such a delay occurs, and Lessee agrees to extend possession
                  date, rent will commence on tenant occupancy.

ACCEPTANCE          7.  By entry hereunder, the Lessee accepts and Lessor
OF                warrants the Premises as being in good and satisfactory
PREMISES          working condition, including all HVAC, electrical and
AND               mechanical systems unless within fifteen (15) days after such
CONSENT TO        entry Lessee shall give Lessor written notice specifying in
SURRENDER         reasonable detail the respects in which the Premises were not
                  in satisfactory condition. The Lessee agrees on the last day
                  of the term hereof, or on sooner termination of this Lease, to
                  surrender the premises, together with all alterations,
                  additions, and improvements which may have been made in, to,
                  or on the Premises by Lessor or Lessee, including all HVAC,
                  electrical and mechanical systems unto Lessor in the same good
                  condition as at Lessee's entry into the Premises excepting for
                  such wear and tear as would be normal for the period of the
                  Lessee's occupancy. The Lessee, on or before the end of the
                  term or sooner termination of this Lease, shall remove all
                  Lessee's personal property and trade fixtures from the
                  premises and all property not so removed shall be deemed to be
                  abandoned by the Lessee. If the Premises be not surrendered at
                  the end of the term or sooner termination of this Lease, the
                  Lessee shall indemnify the Lessor against loss or liability
                  resulting from delay by the Lessee in so surrendering the
                  Premises including, without limitation, any claims made by any
                  succeeding tenant founded on such delay.

USES                8.  Lessee shall not commit, or suffer to be committed, any
PROHIBITED        waste upon the Premises, or any nuisance, or other act or
                  thing which may disturb the quiet enjoyment of any other
                  tenant in or around the buildings in which the Premises may be
                  located, or allow any sale by auction upon the Premises, or
                  allow the Premises to be used for any improper, immoral,
                  unlawful or objectionable purpose, or place any loads upon the
                  floor, walls, or roof which endanger the structure, or place
                  any harmful liquids in the drainage system of the building. No
                  waste materials or refuse shall be dumped upon or permitted to
                  remain upon any part of the Premises outside of the building
                  proper. No materials, supplies, equipment, finished products
                  or semi-finished products, raw materials or articles of any
                  nature shall be stored upon or permitted to remain on any


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                  portion of the Premises outside of the buildings proper,
                  unless they are in approved enclosures.

ALTERATIONS         9.  The Lessee shall make no alterations, additions or
AND               improvements in excess of $10,000.00 to the Premises or any
ADDITIONS         part thereof without first obtaining the prior written consent
                  of the Lessor. The Lessor may impose as a condition to the
                  aforesaid consent such requirements as Lessor may deem
                  necessary in Lessor's sole discretion, including without
                  limitation thereto, the manner in which the work is done, a
                  right of approval of the contractor by whom the work is to be
                  performed, the times during which it is to be accomplished,
                  and the requirement that upon written request of Lessor prior
                  to the expiration or earlier termination of the Lease, Lessee
                  will remove any or all improvements or additions to the
                  Premises installed at Lessee's expense. All such alterations,
                  additions or improvements not specified to be removed shall at
                  the expiration of earlier termination of the lease become the
                  property of the Lessor and remain upon and be surrendered with
                  the Premises. All movable furniture, business and trade
                  fixtures, and machinery, equipment and all special electrical,
                  mechanical or HVAC systems installed by Lessee and used solely
                  for the purpose of Lessee's manufacturing process shall remain
                  the property of the Lessee and may be removed by the Lessee at
                  any time during the Lease term when Lessee is not in default
                  hereunder. Items which are not to be deemed as movable
                  furniture, business and trade fixtures, or machinery and
                  equipment shall include heating, lighting, electrical systems,
                  air conditioning, partitioning, carpeting, or any other
                  installation which has become an integral part of the
                  Premises. The Lessee will at all times permit notices of
                  non-responsibility to be posted and to remain posted until the
                  completion of alterations or additions which have been
                  approved by the Lessor.

MAINTE-             10.  Lessee shall, at Lessee's sole cost, keep and maintain
NANCE OF          the Premises and appurtenances and every part thereof,
PREMISES          including but not limited to, glazing, sidewalks, parking
                  areas, including resealing when necessary except for initial
                  resealing to be performed by Lessor prior to January 1, 1997,
                  plumbing, electrical systems, heating and air conditioning
                  installations, any store front, roof covering--unless it is
                  not feasible to repair the existing roof covering and a new
                  roof covering is required, and the interior of the Premises in
                  good order, condition, and repair. Lessor at Lessor's sole
                  cost and expense shall maintain the exterior of the walls, and
                  structural portions of the roof, foundations, walls, and
                  floors except for any repairs caused by the wrongful act of
                  the Lessee and Lessee's agents. The Lessor will replace the
                  roof covering if repairs to said covering are no longer
                  economically feasible in the judgment of roofing experts, and
                  provided that said replacement is not made necessary by acts
                  of the Lessee and Lessee's agents. The Lessee shall water,
                  maintain and replace, when necessary, any shrubbery and
                  landscaping provided by the Lessor on the Premises. The Lessee
                  expressly waives the benefits of any statute now or hereafter
                  in effect which would otherwise afford the Lessee the right to
                  make repairs at Lessor's expense or to terminate this lease
                  because of Lessor's failure to keep the Premises in good
                  order, conditions or repair.


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FIRE AND            11.
EXTENDED
COVERAGE
INSURANCE
AND
SUBROGATION

                  REVISED INSURANCE CLAUSE

                  This Lease Clause replaces the Insurance Clause (11.) in the
                  Renault & Handley Net Lease Form.

                  11. Lessee shall not use, or permit the Premises, or any part
                  thereof, to be used, for any purposes other than that for
                  which the Premises are hereby leased; and no use shall be made
                  or permitted to be made on the Premises, nor acts done, which
                  will cause a cancellation of any insurance policy covering
                  said building, or any part thereof, nor shall Lessee sell or
                  permit to be kept, used or sold, in or about the Premises, any
                  article which may be prohibited by the standard form of fire
                  insurance policies. Lessee shall, at his sole cost and
                  expense, comply with any and all requirements, pertaining to
                  the Lessee's use and occupancy of the Premises, of any
                  insurance organization or company, necessary for the
                  maintenance of reasonable fire and public liability insurance,
                  covering said building and appurtenances.

                  11.1 Lessee shall, at its expense, obtain and keep in force
                  during the term of this Lease a policy of comprehensive public
                  liability insurance insuring Lessee, Lessor, agents, invitees,
                  and contractors, including Lessor's lender, against any
                  liability arising out of the Lessee's use, occupancy or
                  maintenance of the Premises. Such insurance policy shall have
                  a combined single limit for both bodily injury and property
                  damage in an amount not less than One Million Dollars
                  ($1,000,000.00). The limits of said insurance shall not limit
                  the liability of Lessee hereunder.

INSURANCE         11.2 Lessee shall, at its expense, keep in force during the
                  term of this Lease, a policy of fire and property damage
                  insurance in an "all risk" form with a sprinkler leakage
                  endorsement, insuring Lessee's inventory, fixtures, equipment
                  and personal property within the Premises for the full
                  replacement value thereof.

                  11.3 Lessor shall maintain a policy or policies of fire and
                  property damage insurance in an "all risk" form, with
                  sprinkler and, at the option of the Lessor, earthquake
                  endorsements, covering loss or damage to the building,
                  including Lessee's leasehold improvements installed with the
                  written consent of the Lessor, in such amounts and with such
                  coverage as Lessor deems advisable.

                    11.4 Lessee shall pay to Lessor as additional rent, during
                  the term hereof within 10 days after receipt of an invoice
                  therefore, 100 percent of the premiums for any insurance
                  obtained by Lessor pursuant to 11.3 above. Lessor may obtain
                  such insurance for the Building separately, or together with
                  other buildings and improvements which Lessor elects to insure
                  together under blanket policies of insurance. In such case
                  Lessee shall be liable for only such portion of the premiums
                  for such blanket policies as are allocable to the Premises. It
                  is understood and agreed that Lessee's obligation under this
                  paragraph shall be prorated to reflect the Commencement Date
                  and Expiration Date of the Lease.

                    11.5 Lessee and Lessor each hereby waives any and all rights
                  of recovery against the other, or against the officers,
                  directors, employees, partners, agents and representatives of
                  the other, for loss of or damage to the property of the
                  waiving party or the property of others under its control, to
                  the extent such loss or damage is insured against under any
                  insurance policy carried by Lessor or Lessee hereunder. Each
                  party shall notify their respective insurance carriers of this
                  waiver and obtain from the respective insurer, a waiver by
                  such insurer of all rights of subrogation or assignment of
                  claims in connection with a claim against Lessor or Lessee, as
                  the case may be, covered by such insurance.

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                  SEE REVISED INSURANCE CLAUSE ATTACHED

ABANDONMENT         12. Lessee shall not vacate or abandon the Premises at
                  any time during the term; and if Lessee shall abandon, vacate
                  or surrender the premises, or be dispossessed by process of
                  law, or otherwise, any personal property belonging to Lessee
                  and left on the Premises shall be deemed to be abandoned, at
                  the option of Lessor, except such property as may be mortgaged
                  to Lessor. Abandonment shall be defined as outlined in section
                  1951.3 of the California Civil Code.

FREE FROM           13. Lessee shall keep the Premises and the property in
LIENS             which the Premises are situated, free from any liens arising
                  out of any work performed, materials furnished, or obligations
                  incurred by Lessee.

COMPLIANCE          14. Lessee shall, at his sole cost and expense, comply
WITH              with all of the requirements of all Municipal, State and
GOVERN-           Federal authorities now in force, or which may hereafter be
MENTAL            in force, pertaining to the Lessee's specific use, and shall
REGULATIONS       faithfully observe in the use of the Premises all Municipal
                  ordinances and State and Federal statutes now in force or
                  which may hereafter be in force. The judgment of any court of
                  competent jurisdiction, or the admission of Lessee in any
                  action or proceeding against Lessee, whether Lessor be a party
                  thereto or not, that Lessee has violated any such ordinance or
                  statute in the use of the Premises, shall be conclusive of
                  that fact as between Lessor and Lessee.

INDEMNI-            15. The Lessee, as a material part of the consideration
FICATION OF       to be rendered to the Lessor, hereby waives all claims
LESSOR AND        against the Lessor for damages to goods, wares and
LESSEE'S          merchandise, and all other personal property in, upon, or
LIABILITY         about the Premises and for injuries to persons in or about
INSURANCE         the Premises, from any cause arising at any time, excepting
                  claims arising from the Lessor's negligence, and the Lessee
                  will hold the Lessor exempt and harmless from any damage or
                  injury to any person, or to the goods, wares and merchandise
                  and all other personal property of any person, arising from
                  the use of the Premises by the Lessee, or from the failure of
                  the Lessee to keep the Premises in good condition and repair,
                  as herein provided.

                      SEE REVISED INSURANCE CLAUSE ATTACHED

ADVERTISE-          16. Lessee will not place or permit to be placed, in,
MENTS AND         upon or about the Premises any unusual or extraordinary
SIGNS             signs, or any signs not approved by the city or other
                  governing authority. The Lessee will not place, or permit to
                  be placed, upon the Premises, any signs, advertisements or
                  notices without the written consent of the Lessor first had
                  and obtained. Any sign so placed on the Premises shall be so
                  placed upon the understanding and agreement that Lessee will
                  remove same at the termination of the tenancy herein created
                  and repair any damage or injury to the Premises caused
                  thereby, and if not so removed by Lessee then Lessor may have
                  same so removed at Lessee's expense.

UTILITIES         17. Lessee shall pay for all water, gas, heat, light, power,
                  telephone service and all other service supplied to the
                  Premises. If the premises are not served by a separate water
                  meter, the Lessee shall pay to the Lessor 100 percent of the
                  water bill for the entire property covered by said bill and of
                  which the Premises are a part.

ATTORNEY'S          18. In case suit should be brought for the possession of
FEES              the Premises, for the recovery of any sum due hereunder, or
                  because of the breach of any other covenant herein, the losing
                  party shall pay to the prevailing party a reasonable

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                  attorney's fee, which shall be deemed to have accrued on the
                  commencement of such action and shall be enforceable whether
                  or not such action is prosecuted to judgment.

DEFAULT             19. In the event of any breach of this Lease by the
                  Lessee, or an abandonment of the Premises by the Lessee, the
                  Lessor has the option of 1) removing all persons and property
                  from the Premises and repossessing the Premises in which case
                  any of the Lessee's property which the Lessor removes from the
                  Premises may be stored in a public warehouse or elsewhere at
                  the cost of, and for the account of Lessee, or 2) allowing the
                  Lessee to remain in full possession and control of the
                  Premises. If the Lessor chooses to repossess the Premises, the
                  Lease will automatically terminate in accordance with
                  provisions of the California Civil Code, Section 1951.2. In
                  the event of such termination of the Lease, the Lessor may
                  recover from the Lessee: 1) the worth at the time of award of
                  the unpaid rent which had been earned at the time of
                  termination including interest at 7% per annum; 2) the worth
                  at the time of award of the amount by which the unpaid rent
                  which would have been earned after termination until the time
                  of award exceeds the amount of such rental loss that the
                  Lessee proves could have been reasonably avoided including
                  interest at 7% per annum; 3) the worth at the time of award of
                  the amount by which the unpaid rent for the balance of the
                  term after the time of award exceeds the amount of such rental
                  loss that the Lessee proves could be reasonably avoided; and
                  4) any other amount necessary to compensate the Lessor for all
                  the detriment proximately caused by the Lessee's failure to
                  perform his obligations under the Lease or which in the
                  ordinary course of things would be likely to result therefrom.
                  If the Lessor chooses not to repossess the premises, but
                  allows the Lessee to remain in full possession and control of
                  the Premises, then in accordance with provisions of the
                  California Civil Code, Section 1951.4, the Lessor may treat
                  the Lease as being in full force and effect, and may collect
                  from the Lessee all rents as they become due through the
                  termination date of the lease as specified in the lease. For
                  the purposes of this paragraph, the following do not
                  constitute a termination of Lessee's right to possession:

                  a) Acts of maintenance or preservation or efforts to relet the
                  property.

                  b) The appointment of a receiver on the initiative of the
                  Lessor to protect his interest under this Lease.

LATE                20. Lessee hereby acknowledges that late payment by
CHARGES           Lessee to Lessor of rent and other sums due hereunder will
                  cause Lessor to incur costs not contemplated by this lease,
                  the exact amount of which will be extremely difficult to
                  ascertain. Such costs include, but are not limited to,
                  processing and accounting charges, and late charges which may
                  be imposed on Lessor by the terms of any mortgage or trust
                  deed covering the Premises. Accordingly, if any installment of
                  rent or any other sum due from Lessee shall not be received by
                  Lessor or Lessor's designee within ten (10) days after such
                  amount shall be due, Lessee shall pay to Lessor a late charge
                  equal to ten percent (10%) of such overdue amount. The parties
                  hereby agree that such late charge represents a fair and
                  reasonable estimate of the costs Lessor will incur by reason
                  of late payment by Lessee. Acceptance of such late charge by
                  Lessor shall in no event constitute a waiver of

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                  Lessee's default with respect to such overdue amount, nor
                  prevent Lessor from exercising any of the other rights and
                  remedies granted hereunder.

SURRENDER
OF LEASE            21. The voluntary or other surrender of this Lease by
                  Lessee, or a mutual cancellation thereof, shall not work a
                  merger, and shall, at the option of Lessor, terminate all or
                  any existing subleases or subtenancies, or may, at the option
                  of Lessor, operate as an assignment to him of any or all such
                  subleases or subtenancies.

TAXES               22. The Lessee shall be liable for all taxes levied against
                  personal property and trade or business fixtures. The Lessee
                  also agrees to pay, as additional rental, during the term of
                  this Lease and any extensions thereof, all real estate taxes
                  plus the yearly installments of any special assessments which
                  are of record or which may become of record during the term of
                  this lease. If said taxes and assessments are assessed against
                  the entire building and building site, and this Lease does not
                  cover the entire building or building site, the taxes and
                  assessment installments allocated to the Premises shall be
                  pro-rated on a square footage or other equitable basis, as
                  calculated by the Lessor. It is understood and agreed that the
                  Lessee's obligation under this paragraph will be pro-rated to
                  reflect the commencement and termination dates of this Lease.

NOTICES           23. All notices to be given to Lessee may be given in writing
                  personally or by depositing the same in the United States
                  mail, postage prepaid, and addressed to Lessee at the said
                  Premises, whether or not Lessee has departed from, abandoned
                  or vacated the Premises.

ENTRY BY            24. Lessee shall permit Lessor and his agents to enter into
LESSOR            and upon and with prior notice the Premises at all reasonable
                  times for the purpose of inspecting the same or for the
                  purpose of maintaining the building in which the Premises are
                  situated, or for the purpose of making repairs, alterations or
                  additions to any other portion of said building, including the
                  erection and maintenance of such scaffolding, canopies, fences
                  and props as may be required without any rebate of rent and
                  without any liability to Lessee for any loss of occupation or
                  quiet enjoyment of the Premises thereby occasioned; and shall
                  permit Lessor and his agents, at any time within ninety days
                  prior to the expiration of this Lease, to place upon the
                  Premises any usual or ordinary "For Sale" or "To Lease" signs
                  and exhibit the Premises to prospective tenants at reasonable
                  hours.

DESTRUCTION OF      25. In the event of a partial destruction of the Premises
PREMISES          during the said term from any cause, Lessor shall forthwith
                  repair the same, provided such repairs can be made within
                  ninety (90) days from date of destruction under the laws and
                  regulations of State, Federal, County or Municipal
                  authorities, but such partial destruction shall in no way
                  annul or void this Lease, except that Lessee shall be entitled
                  to a proportionate reduction of rent while such repairs are
                  being made, such proportionate reduction to be based upon the
                  extent to which the making of such repairs shall interfere
                  with the business carried on by Lessee in the Premises. If
                  such repairs cannot be made in ninety (90) days from date of
                  destruction Lessor may, at his option, make same within a
                  reasonable time, this Lease continuing in full force and
                  effect and the rent to be proportionately reduced as aforesaid
                  in this paragraph provided. In the event that Lessor does not
                  so elect to make such repairs which cannot be made in ninety
                  (90) days, or such repairs cannot be made under such laws and
                  regulations, this Lease may be terminated at the option of
                  either party. In respect to any partial destruction which
                  Lessor is obligated to repair or may

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                  elect to repair under the terms of this paragraph, the
                  provision of Section 1932, Subdivision 2, and of Section 1933,
                  Subdivision 4, of the Civil Code of the State of California
                  are waived by Lessee. In the event that the building in which
                  the Premises may be situated be destroyed to the extent of not
                  less than 33 1/3% of the replacement cost thereof, Lessor may
                  elect to terminate this Lease, whether the Premises be injured
                  or not. A total destruction of the building in which the
                  Premises may be situated shall terminate this Lease. In the
                  event of any dispute between Lessor and Lessee relative to the
                  provisions of this paragraph, they shall each select an
                  arbitrator, the two arbitrators so selected shall select a
                  third arbitrator and the three arbitrators so selected shall
                  hear and determine the controversy and their decision thereon
                  shall be final and binding upon both Lessor and Lessee, who
                  shall bear the cost of such arbitration equally between them.

ASSIGNMENT AND      26. The Lessee shall not assign, transfer, or hypothecate
SUBLETTING        the leasehold estate under this Lease, or any interest
                  therein, and shall not sublet the Premises, or any part
                  thereof, or any right or privilege appurtenant thereto, or
                  suffer any other person or entity to occupy or use the
                  Premises, or any portion thereof, without, in each case, the
                  prior written consent of the Lessor. Lessor agrees not to
                  unreasonably withhold consent to sublet or assign. As a
                  condition for granting its consent to any subletting the
                  Lessor may require the Lessee to agree to pay to the Lessor,
                  as additional rental, all rents received by the Lessee from
                  its Sublessee which are in excess of the amount payable by the
                  Lessee to the Lessor hereunder. The Lessee shall, by sixty
                  (60) days written notice, advise the Lessor of its intent to
                  sublet the Premises or any portion thereof for any part of the
                  term hereof. Within thirty (30) days after receipt of Lessee's
                  notice, Lessor shall either give approval to Lessee to
                  sublease the portion of the Premises described in Lessee's
                  notice, or Lessor shall terminate this Lease as to the portion
                  of the Premises described in Lessee's notice on the date
                  specified in Lessee's notice. If Lessee intends to sublet the
                  entire Premises and Lessor elects to terminate this Lease,
                  this Lease shall be terminated on the date specified in
                  Lessee's notice. If, however, this Lease shall terminate
                  pursuant to the foregoing with respect to less than all the
                  Premises, the rent, as defined and reserved herein above shall
                  be adjusted on a prorata basis to the number of square feet
                  retained by Lessee, and this Lease as so amended shall
                  continue in full force and effect. If the Lessor approves a
                  subletting, the Lessee may sublet immediately after receipt of
                  the Lessor's written approval. In the event Lessee is allowed
                  to assign, transfer or sublet the whole or any part of the
                  Premises, with the prior written consent of Lessor, no
                  assignee, transferee or sublessee shall assign or transfer
                  this Lease, either in whole or in part, or sublet the whole or
                  any part of the Premises, without also having obtained the
                  prior written consent of the Lessor. A consent of Lessor to
                  one assignment, transfer, hypothecation, subletting,
                  occupation or use by any other person shall not release Lessee
                  from any of Lessee's obligations hereunder or be deemed to be
                  a consent to any subsequent similar or dissimilar assignment,
                  transfer, hypothecation, subletting, occupation or use by any
                  other person. Any such assignment, transfer, hypothecation,
                  subletting, occupation or use without such consent shall be
                  void and shall constitute a breach of this Lease by Lessee and
                  shall, at the option of Lessor exercised by written notice to
                  Lessee, terminate this Lease. The

<PAGE>   9

                  leasehold estate under this Lease shall not, nor shall any
                  interest therein, be assignable for any purpose by operation
                  of law without the written consent of Lessor. As a condition
                  to its consent, Lessor may require Lessee to pay all expense
                  in connection with the assignment, and Lessor may require
                  Lessee's assignee or transferee (or other assignees or
                  transferees) to assume in writing all of the obligations under
                  this Lease.

CONDEMNATION        27. If any part of the premises shall be taken for any
                  public or quasi-public use, under any statute or by right of
                  eminent domain or private purchase in lieu thereof, and a part
                  thereof remains which is susceptible of occupation hereunder,
                  this Lease shall, as to the part so taken, terminate as of the
                  date title shall vest in the condemnor or purchaser, and the
                  rent payable hereunder shall be adjusted so that the Lessee
                  shall be required to pay for the remainder of the term only
                  such portion of such rent as the value of the part remaining
                  after such taking bears to the value of the entire

<PAGE>   10

                  premises prior to such taking, but in such event Lessor shall
                  have the option to terminate this Lease as of the date when
                  title to the part so taken vests in the condemnor or
                  purchaser. If all of the premises, or such part thereof be
                  taken so that there does not remain a portion susceptible for
                  occupation hereunder, this Lease shall thereupon terminate. If
                  a part or all of the Premises be taken, all compensation
                  awarded upon such taking shall go to the Lessor and the Lessee
                  shall have no claim thereto.

EFFECT OF           28. The term "Lessor" as used in this Lease, means only the
CONVEYANCE        owner for the time being of the land and building containing
                  the Premises, so that, in the event of any sale of said land
                  or building, or in the event of a lease of said building, the
                  Lessor shall be and hereby is entirely freed and relieved of
                  all covenants and obligations of the Lessor hereunder, and it
                  shall be deemed and construed, without further agreement
                  between the parties and the purchaser at any such sale, or the
                  Lessee of the building, that the purchaser or lessee of the
                  building has assumed and agreed to carry out any and all
                  covenants and obligations of the Lessor hereunder. If any
                  security be given by the Lessee to secure the faithful
                  performance of all or any of the covenants of this Lease on
                  the part of the Lessee, the Lessor may transfer and deliver
                  the security, as such, to the purchaser at any such sale or
                  the lessee of the building, and thereupon the Lessor shall be
                  discharged from any further liability in reference thereto.

SUBORDINATION       29. Lessee agrees that this Lease may, at the option of
                  Lessor, be subject and subordinate to any mortgage, deed of
                  trust or other instrument of security which has been or shall
                  be placed on the land and building or land or building of
                  which the Premises form a part, and this subordination is
                  hereby made effective without any further act of Lessee. The
                  Lessee shall, at any time hereinafter, on demand, execute any
                  instruments, releases, or other documents that may be required
                  by any mortgagee, mortgagor, or trustor or beneficiary under
                  any deed of trust for the purpose of subjecting and
                  subordinating this Lease to the lien of any such mortgage,
                  deed of trust or other instrument of security, and

WAIVER              30. The waiver by Lessor of any breach of any term, covenant
                  or condition, herein contained shall not be deemed to be a
                  waiver of such term, covenant or condition or any subsequent
                  breach of the same or any other term, covenant or condition
                  therein contained. The subsequent acceptance of rent hereunder
                  by Lessor shall not be deemed to be a waiver of any preceding
                  breach by Lessee of any term, covenant or condition of this
                  Lease, other than the failure of Lessee to pay the particular
                  rental so accepted, regardless of Lessor's knowledge of such
                  preceding breach at the time of acceptance of such rent.

HOLDING OVER        31. Any holding over after the expiration of the said term,
                  with the consent of Lessor, shall be construed to be a tenancy
                  from month to month, at a rental to be negotiated by Lessor
                  and Lessee prior to the expiration of said term, and shall
                  otherwise be on the terms and conditions herein specified, so
                  far as applicable.

SUCCESSORS          32. The covenants and conditions herein contained shall,
AND               subject to the provisions as to assignment, apply to and bind
ASSIGNS           the heirs, successors, executors, administrators and assigns
                  of all of the parties hereto; and all of the parties hereto
                  shall be jointly and severally liable hereunder.

TIME                33. Time is of the essence of this Lease.


<PAGE>   11
MARGINAL            34. The marginal headings or titles to the paragraphs
CAPTIONS          of this Lease are not a part of this Lease and shall have no
                  effect upon the construction or interpretation of any part
                  thereof. This instrument contains all of the agreements and
                  conditions made between the parties hereto and may not be
                  modified orally or in any other manner than by an agreement in
                  writing signed by all of the parties hereto or their
                  respective successors in interest.

                  PARAGRAPHS 35, 36 & 37 ATTACHED HERETO ARE HEREBY MADE A PART
                  OF THIS LEASE THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO
                  YOUR ATTORNEY WHO WILL REVIEW THE DOCUMENT AND ASSIST YOU TO
                  DETERMINE WHETHER YOUR LEGAL RIGHTS ARE ADEQUATELY PROTECTED.
                  RENAULT & HANDLEY IS NOT AUTHORIZED TO GIVE LEGAL AND TAX
                  ADVICE. NO REPRESENTATION OR RECOMMENDATION IS MADE BY RENAULT
                  & HANDLEY OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL
                  SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS DOCUMENT
                  OR ANY TRANSACTION RELATING THERETO. THESE ARE QUESTIONS FOR
                  YOUR ATTORNEY WITH WHOM YOU SHOULD CONSULT BEFORE SIGNING THIS
                  DOCUMENT.

                  IN WITNESS WHEREOF, Lessor and Lessee have executed these
                  presents, the day and year first above written.

                       LESSOR                              LESSEE

                  ZAPPETTINI INVESTMENT Co.          INTUITIVE SURGICAL

                  /s/ George O. McKee                /s/ Frederic H. Moll
                  -------------------                --------------------

                                                     Subject to Board approval

                                                     V.P., Medical Director



<PAGE>   12

                              ADDITIONAL PARAGRAPHS

The following additional paragraphs are hereby made a part of that certain Lease
dated September 9, 1996, by and between Zappettini Investment Co., Lessor, and
Intuitive Surgical, Lessee, covering the Premises located at 1340 Middlefield,
Mountain View, California.

35. Lessor will indemnify Lessee from and against all costs of response,
corrective action, remedial action, claims, demands, losses and liabilities
arising from any pre-existing environmental contamination which may have
occurred prior to the Lessee taking possession of the Premises.

Lessee will only be responsible for contamination of the Premises or the soils
or ground water thereon or thereunder in violation of Hazardous Materials Laws,
that is caused by Lessee or Lessee's agents or contractors during the term as
may be extended. All hazardous materials and toxic wastes that Lessee brings on
the Premises shall be stored according to Hazardous Materials' Laws.

All hazardous materials and toxic wastes that Lessee brings on the site shall be
stored according to all local, state and national governmental regulations.
Hazardous Materials shall be defined as those substances that are recognized as
posing a risk of injury to health or safety by the Santa Clara Fire Department,
the Santa Clara County Health Department, the Regional Water Quality Control
Board, the State of California or the Federal Government.

For purposes of this Lease, "Hazardous Materials' Laws" shall mean all local,
state and federal laws, statutes, ordinances, rules, regulations, judgements
injunctions, stipulations, decrees, orders, permits, approvals, treaties or
protocols now or hereafter enacted, issued or promulgated by any governmental
authority which relate to any Hazardous Material or the use, handling,
transportation, production, disposal, discharge, release, emission, sale or
storage of, or the exposure of any person to, a Hazardous Material.

36. Quite Enjoyment. Landlord covenants and agrees that Tenant, so long as it
shall not be in default hereunder, shall and may, at all times during the term
of this Lease and any extension and renewal hereof, peacefully and quietly have,
hold, occupy, and enjoy the Premises without any hindrance or molestation
whatever.

37. Option. Lessor hereby grants to Lessee the option to renew this Lease for 1
(one) additional 3 (three) year term commencing on the termination date of the
Lease. Said option shall be exercised by letter and no later than 60 (sixty)
days and no earlier than 120 (one hundred twenty) days prior to the termination
date of this Lease. All the terms and conditions contained in the original Lease
shall govern the extension period excepting the monthly rental shall be 95% of
the then fair market value for similar buildings within a one mile radius from
the above location.