Exhibit 10.17


                                    AGREEMENT

     THIS  AGREEMENT  (the  "Agreement")  is entered  into as of this 1st day of
April 2006, by and between Emerging Markets  Consulting,  LLC, a Florida limited
liability company (herein referred to as "EMC") and Intraop Medical Corporation,
a Nevada corporation (herein referred to as "the Company").

                                    RECITALS
                                    --------

A.   Whereas,  the Company routinely provides  information about its business to
     various  parties to further its business and  opportunities  ("the  Company
     Information");

B.   Whereas, the Company requires assistance with the design, development,  and
     dissemination of the Company Information;

C.   Whereas, EMC has experience in assisting entities similar to the Company in
     developing and disseminating the Company Information; and

D.   Whereas, the Company desires to engage EMC to assist in the development and
     dissemination  of the  Company  Information  and EMC  desires to accept the
     engagement upon the terms and conditions set forth herein.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the parties agree as follows:

     1. Appointment and Engagement.  The Company hereby appoints and engages EMC
as and EMC hereby accepts such appointment and engagement,  subject to the terms
and conditions set forth in this Agreement.

     2. Services to be provided by EMC. EMC shall provide the services described
on  Exhibit  A  attached  hereto  and  incorporated  herein  by  reference  (the
"Description of Services").  EMC and the Company shall update the Description of
Services on a periodic basis, as necessary. EMC shall perform such services in a
professional and timely manner as described in the Description of Services.

     3. Term of Agreement.  This Agreement shall become effective upon execution
hereof  and  remain  in  effect  for a period  of six  months  thereafter.  This
Agreement shall  automatically  be renewed for one additional six (6) month term
("the Renewal Term") unless either the Company or EMC delivers written notice to
the  other  party not less than ten (10)  days  prior to the  expiration  of the
current term that it intends to terminate the Agreement at the end of such term.
Notwithstanding  the foregoing,  the Company may terminate this Agreement in its
entirety on the three (3) month anniversary of the date of this Agreement if the
Company, in its reasonable discretion,  is not satisfied with the performance of
EMC under this Agreement by delivering written notice of such termination to EMC
not less than five (5) days prior to the end of such three (3) month term.

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     4.  Compensation.  The  Company  hereby  agrees  to pay EMC  the  following
compensation ("the fee") during the term of this Agreement

          (a) Ten thousand dollars  ($10,000) per month payable on the first day
of each month in advance of each  respective  month for which services are to be
rendered during the six month term of this  agreement;  and if this agreement is
renewed,  ten thousand  dollars  ($10,000) per month payable on the first day of
each month in  advance of each  respective  month for which  services  are to be
rendered for each month for the Renewal Term.

          (b) Two hundred thousand (200,000)  restricted shares of the Company's
common stock (the "Shares") as follows: (i) 100,000 shares shall be delivered to
EMC  upon the  execution  of this  Agreement;  and  (ii)  one  hundred  thousand
(100,000)  shares  shall be  delivered  to EMC upon the first day of the Renewal
Term;

          (c) 100,000 cashless common stock purchase  warrants (the "Warrants").
     The Warrants  shall vest upon execution  hereof,  have an exercise price of
     $1.00 per share and be exercisable  from the date of execution hereof until
     the  expiration  of five years.  The form of Warrant is attached  hereto as
     Exhibit B.

     (d) Upon the first day of the  Renewal  Term of this  agreement,  EMC shall
receive100,000  cashless common stock purchase  warrants (the "Warrants")  which
shall  vest  immediately,  have an  exercise  price of $1.15  per  share  and be
exercisable  by EMC from the date of execution  hereof until the  expiration  of
five years.

     The Shares,  the  Warrants  and the shares of Common  Stock  issuable  upon
exercise  of  the  Warrants  are   collectively   referred  to  herein  as  "the
Securities."

     (e)  Upon  delivery  of any  portion  of the  fee  paid  either  in cash or
securities  to  EMC,  that  portion  of the  fee  shall  be  deemed  earned  and
non-refundable and is paid to EMC for the purpose of assuring EMC's availability
to perform the services set forth on Exhibit A hereto.


     5.  Securities  Matters.  EMC  hereby  represents,  warrants  and agrees as
follows:

          (a) Purchase Entirely for Own Account. The Securities will be acquired
for investment for EMC's own account,  not as a nominee or agent, and not with a
view to the  resale or  distribution  of any part  thereof,  and that EMC has no
present  intention  of selling,  granting  any  participation  in, or  otherwise
distributing the Securities.

          (b) Reliance on  Representations.  EMC understands that the Securities
are not registered under the Securities Act of 1933, as amended (the "1933 Act")
on the grounds that the sale provided for in this  Agreement and the issuance of
Securities  hereunder  is exempt  from  registration  under the Act  pursuant to
Section 4(2) thereof and Rule 506 of  Regulation D promulgated  thereunder,  and
that  the  Company's   reliance  on  such   exemption  is  predicated  on  EMC's
representations set forth herein.

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          (c)  Disclosure of  Information.  EMC believes it has received all the
information  it considers  necessary  or  appropriate  for  deciding  whether to
purchase the Securities.  EMC further  represents that it has had an opportunity
to ask  questions and receive  answers from the Company  regarding the terms and
conditions of the offering of Securities and the business, properties, prospects
and financial condition of the Company.

          (d)  Investment  Experience.  EMC  is  a  sophisticated  investor  and
acknowledges  that it is able to fend for itself,  himself or herself,  can bear
the economic risk of its  investment,  and has such  knowledge and experience in
financial or business  matters that it is capable of  evaluating  the merits and
risks of the  investment in the  Securities.  EMC has not been organized for the
purpose of acquiring the Securities.

          (e) Accredited  Investor.  EMC is an "accredited  investor" within the
meaning of Securities and Exchange  Commission ("SEC") Rule 501 of Regulation D,
as presently in effect.

          (f) Restricted  Securities.  EMC understands that the Securities it is
purchasing  are  characterized  as  "restricted  securities"  under the  federal
securities  laws  inasmuch  as they are being  acquired  from the  Company  in a
transaction  not  involving  a public  offering  and that  under  such  laws and
applicable  regulations such securities may be resold without registration under
the 1933 Act, only in certain limited  circumstances.  In this  connection,  EMC
represents  that it is familiar  with SEC Rule 144, as presently in effect,  and
understands the resale limitations imposed thereby and by the 1933 Act.

          (g) Further Limitations on Disposition. For a period of two years from
the date  hereof,  without in any way  limiting  the  representations  set forth
above,  EMC further agrees not to make any  disposition of all or any portion of
the Securities unless and until:

               (i) There is then in effect a  registration  statement  under the
1933 Act covering  such proposed  disposition  and such  disposition  is made in
accordance with such registration statement; or

               (ii)  EMC  shall  have  notified  the  Company  of  its  proposed
disposition  in reliance upon Rule 144, and (ii) if reasonably  requested by the
Company,  EMC shall have  furnished  the  Company  with an  opinion of  counsel,
reasonably  satisfactory to the Company,  that such disposition will not require
registration  of such  shares  under the 1933 Act. It is agreed that the Company
will not require opinions of counsel from EMC for transactions  made pursuant to
Rule 144, except in unusual circumstances and in such instance, the cost of such
opinion shall be borne by the Company.

               (iii)  Notwithstanding the provisions of Subsections (i) and (ii)
above, no such  registration  statement or opinion of counsel shall be necessary
for a  transfer  by  EMC  that  is a  partnership  to a  partner  or  affiliated
partnership  or  fund,  of  such  partnership  or  a  retired  partner  of  such
partnership  who  retires  after the date  hereof,  or to the estate of any such
partner or retired partner or the transfer by gift, will or intestate succession
of any partner to his or her spouse

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or to the siblings,  lineal  descendants  or ancestors of such partner or his or
her  spouse,  if the  transferee  agrees in  writing  to be subject to the terms
hereof to the same extent as if he or she were an original purchaser hereunder.

          (h) Legends.  It is understood  that the  certificates  evidencing the
Securities may bear a legend in substantially the following form:

"THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT WITH  RESPECT TO THE  SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY  THAT SUCH
REGISTRATION IS NOT REQUIRED."


          (i) Rule 144 and Resale. Upon EMC notifying the Company and providing,
at its  expense,  an opinion of counsel  that the  Securities  are  eligible for
resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted
in  substitution  or replacement  thereof),  the Company will allow such sale or
transfer  and not  interfere  in any way  with  such  sale or  transfer.  If any
certificate  representing the Securities is presented to the Company's  transfer
agent for registration or transfer in connection with any sales theretofore made
in compliance  with the  securities  laws,  whether  because the  Securities are
subject  to an  effective  registration  statement  under  the  1933  Act or are
eligible for resale under Rule 144 provided  such  certificate  is duly endorsed
for transfer by the appropriate  person or accompanied by a separate stock power
duly executed by the appropriate  person and guaranteed by an eligible guarantor
institution  (banks,  stockbrokers,  savings  and loan  associations  and credit
unions with membership in an approved signature  guarantee  Medallion  program),
pursuant to SEC Rule 17Ad15.  in each case,  the Company will promptly  instruct
its  transfer  agent  to  allow  such  transfer  and to  issue  one or more  new
certificates  representing such Securities to the transferee.  All costs of such
transfer shall be borne by the Company including the costs of any legal opinion.
The  Company  shall fully  comply  with any and all federal or state  securities
laws, rules and regulations governing the issuance of any such Securities or the
resale by EMC.


     6. Reports  Under  Securities  Exchange Act of 1934.  With a view to making
available to EMC the benefits of Rule 144 promulgated under the 1933 Act and any
other  rule or  regulation  of the SEC that may at any time  permit  EMC to sell
securities of the Company to the public without registration, the Company agrees
to:

          (a)  use  its  best  efforts  to  make  and  keep  public  information
available, as those terms are understood and defined in Rule 144;

          (b) use its best  efforts to file with the SEC in a timely  manner all
reports and other  documents  required of the Company under the 1933 Act and the
Securities Exchange Act of 1934, as amended (the "1934 Act"); and

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          (c) furnish to EMC, so long as EMC owns any Securities, forthwith upon
request:  (i) a written  statement by the Company that it has complied  with the
reporting  requirements  of Rule 144, the 1933 Act and the 1934 Act; (ii) a copy
of the most  recent  annual or  quarterly  report of the  Company and such other
reports and documents so filed by the Company;  and (iii) such other information
as may be  reasonably  requested  in order to permit EMC to avail  itself of any
rule or regulation of the SEC or any state  securities  authority  which permits
the selling of any such securities without registration.

     7. Company Information.

          (a) For purposes of this Agreement,  the Company  Information shall be
deemed  to  include  all  information  involving  the  Company  provided  to  or
disseminated  in any  fashion  by EMC or the  Company  or which is in the public
domain,  including but not limited to information used in electronic  media, web
casts,  information  provided  verbally or in writing,  information  provided to
persons or  entities  in EMC's  email  address  database,  data and  information
provided to Wall Street Capital Funding, information contained in press releases
concerning the Company,  and information  disseminated  about the Company at any
seminar or trade show. EMC  acknowledges  and agrees that the Company shall have
final  approval  with respect to the  dissemination  of the Company  Information
including,  without limitation, the nature and format of the Company Information
distributed,  the means of  distribution  and the  parties to whom such  Company
Information is distributed.

          (b) The Company shall provide EMC, on a regular and timely basis, with
all  approved  data and  information  about the  Company,  its  management,  its
products and/or services, and its operations, as reasonably requested by EMC for
performance  of  its  services  under  this  Agreement.  The  Company  shall  be
responsible  for advising EMC of any facts that would affect the accuracy of any
prior data and information previously supplied to EMC.

          (c) The Company  shall  promptly  provide  EMC with full and  complete
copies of all:  (a) Form 8-K,  10-QSB and 10-KSB  filings  with the SEC; (b) all
stockholder  reports  and  communications  and  press  releases;  (c)  data  and
information  supplied to any  analyst,  broker-dealer,  market  maker,  or other
member of the financial community;  and (d) product/service  brochures and sales
materials.

          (d) EMC's services and any print or advertorial materials developed by
EMC will  only be used for  training  purposes  of EMC's  employees  and/or  for
educational  purposes  or in  connection  with  the  Company's  products  and/or
services and will not be used in the offer or sale of the  Company's  securities
or in connection with any type of promotion or the Company's securities.

          (e) The Company will notify EMC  contemporaneously  if any information
or data being supplied to EMC has not been generally released or promulgated.

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     8. Duties and Representations of Company

     a. No Pending  Material  Litigation or  Proceedings.  There are no actions,
suits  or  proceedings  pending  or,  to the  best of the  Company's  knowledge,
threatened  against or affecting the Company at law or in equity or before or by
any federal,  state,  municipal or other  governmental  department,  commission,
court,  board,  bureau,  agency or  instrumentality,  domestic  or  foreign,  or
affecting  any of the officers or directors  or  principal  stockholders  of the
Company in connection  with the business,  operations or affairs of the Company,
which might  result in any adverse  change in the  business of the  Company,  or
which might prevent the Company from  performing  the services  contemplated  by
this Agreement.

     b.  Compliance  with Law and  Government  Regulations.  The  Company  is in
compliance,  and during the term of this Agreement  will be in compliance,  with
all applicable statutes, regulations, decrees, orders, restrictions,  guidelines
and standards,  whether mandatory or voluntary,  imposed by the United States of
America,  any state,  county,  municipality  or agency of any  thereof,  and any
foreign country or government to which the Company is subject.  Without limiting
the generality of the foregoing,  the services contemplated by this Agreement do
not and will  not:  (a)  involve  effecting  transactions  in any  security,  or
inducing,  or  attempting  to induce the purchase or sale of any security  which
would  require the Company or its officers or  employees  to register  under the
1934 Act;  (b)  activities  which  would  require  the  Company or its agents to
register  under  the  Investment  Advisors  Act  of  1940,  as  amended;  or (c)
activities  which would under state  regulation  relating to  broker-dealers  or
investment advisors require registration or licensing.

     c. Certain Business Practices. No officer, director, shareholder, employee,
agent or other  representative of the Company, or any person acting on behalf of
the Company, has or will directly or indirectly, given or agreed to give or give
any  illegal,  unethical  or  improper  gift or similar  benefit to any  broker,
dealer,  governmental employee or other person who is or may be in a position to
help or hinder the Company or influence the price of a security.

     d. The Company shall act diligently and promptly in providing  materials to
EMC and shall promptly inform EMC of any requested changes, misprints, errors or
inaccuracies  in  any  materials  provided  to or  prepared  by  EMC.  Prior  to
dissemination of any Company Information, the Company will review and verify all
information contained therein is true and accurate in all material respects. The
Company  acknowledges  that EMC is relying  exclusively  upon the information it
receives from the Company and the Company  acknowledges  that it is  responsible
for the truthfulness,  completeness and reliability of the information  provided
to the Company.

     9.  Activities of EMC.  EMC's  activities  pursuant to this Agreement or as
contemplated by this Agreement do not constitute and shall not constitute acting
as a securities broker or dealer or finder.  Further,  EMC shall not receive any
compensation  of any form for  introducing  or locating a potential  investor or
investor or members of the financial community to the Company.

     10.  Compliance  with 1933 Act Section 17(b).  The Company will ensure that
publishers of any  publications  containing the Company  Information will comply
with Section 17(b) of the 1933 Act regarding any publication,  notice, circular,
advertisement, newspaper, article, letter, investment

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service,  or  communication  describing the Company or its  securities  which is
disseminated,  released,  circulated,  or published by EMC or any other party by
use of any means or instruments of transportation or communication in interstate
commerce or by the use of the mails.

     11. Where Services shall be performed. EMC's services shall be performed at
EMC's main office  location or other such  designated  location as EMC deems the
most advantageous for the services to be performed.

     12. EMC as an Independent Contractor,  Third Parties and Conflicts.  EMC is
an  independent  contractor,  and not an employee of the  Company.  EMC shall be
responsible  for all  out-of-pocket  costs  it  incurs  in  connection  with the
performance of its services under this  Agreement.  EMC has no authority to bind
the Company or any  affiliate of the Company in any manner  including  any legal
action, contract, agreement, or purchase, and such action cannot be construed to
be made  in good  faith.  EMC is not  entitled  to any  medical  coverage,  life
insurance,  savings  plans,  health  insurance,  or any and all  other  benefits
afforded  Company  employees.  EMC shall be solely  responsible for any Federal,
State or local taxes.  EMC may use  subcontractors  and third parties to provide
the services set forth herein at its discretion, with the prior written approval
of the  Company.  The  Company  hereby  acknowledges  that EMC does,  and shall,
represent and service  other and multiple  clients in the same manner as it does
the  Company.  Additionally,  the  Company  hereby  acknowledges  that  EMC  may
represent  companies  which compete with the Company and that this  Agreement is
non-exclusive with regard to EMC's services.

     13. Termination of Agreement. This Agreement may be terminated prior to the
expiration of the term set forth in Section 10 herein as follows:

          (a)  Upon the bankruptcy or  liquidation  of the other party;  whether
               voluntary or involuntary;

          (b)  Upon the other party taking the benefit of any insolvency law;

          (c)  Upon the other party having or applying for a receiver  appointed
               for either party: or

          (d)  In the event the other party is unable to perform or is in breach
               of any material term of this Agreement.  In such  instances,  any
               fees paid to EMC shall be non-refundable.

     14. Returning Company Documents.  EMC agrees that, upon termination of this
Agreement,  EMC  shall  deliver  to the  Company  (and  will  not  keep in EMC's
possession or deliver to anyone else) any and all records, data, notes, reports,
proposals, lists, correspondence,  other documents or property, or reproductions
of any of the aforementioned  items belonging to the Company,  its successors or
assigns.

     15. Representations of EMC. EMC makes no representation to the Company that
any  Company  Information  will  result in any  enhancement  or  benefit  to the
Company.

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     16. Agreement not to Solicit EMC Employees.  The Company  acknowledges that
EMC  has  expended  considerable  time,  effort  and  expense  in  training  its
respective employees, advisors, independent contractors,  subcontractors and EMC
in  methods of  operation,  and that the  foregoing  will  acquire  confidential
knowledge  and  information  as  to  accounts,   customers,   business  patrons,
databases,  as well as  confidential  knowledge and  information  concerning the
methods,  forms,  contracts  and  negotiations  of EMC. As such,  the Company is
prohibited  during the term of this  Agreement  and for a period of one (1) year
after the termination of this Agreement from soliciting any employee of EMC as a
potential  employee or  consultant  with the Company  without the prior  written
consent of EMC, which shall not be unreasonably withheld.

     17. Miscellaneous.

     (a)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.  This Agreement,  once executed by a party, may be
delivered to the other  parties  hereto by facsimile  transmission  of a copy of
this Agreement  bearing the signature of the party so delivering this Agreement.
In the event any  signature is delivered  by facsimile  transmission,  the party
using such means of delivery shall cause the manually executed Execution Page(s)
hereof to be physically delivered to the other party within five (5) days of the
execution hereof,  provided that the failure to so deliver any manually executed
Execution  Page  shall  not  affect  the  validity  or  enforceability  of  this
Agreement.

     (b)  Headings.  The  headings  of this  Agreement  are for  convenience  of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

     (c)  Severability.  If any provision of this Agreement  shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or  enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

     (d)  Entire  Agreement;  Amendments.  This  Agreement  and the  instruments
referenced herein contain the entire  understanding  between EMC and the Company
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically set forth herein or therein,  neither the Company nor EMC makes any
representation,  warranty, covenant or undertaking with respect to such matters.
No provision of this  Agreement  may be waived  other than by an  instrument  in
writing signed by the party to be charged with  enforcement  and no provision of
this  Agreement may be amended other than by an instrument in writing  signed by
the Company and EMC.

     (e) Notices.  Any notices required or permitted to be given under the terms
of this Agreement  shall be sent by certified or registered mail (return receipt
requested)  or delivered  personally,  by  responsible  overnight  carrier or by
confirmed facsimile,  and shall be effective five (5) days after being placed in
the mail,  if  mailed,  or upon  receipt or refusal  of  receipt,  if  delivered
personally or by responsible  overnight carrier or confirmed facsimile,  in each
case addressed to a party. The addresses for such communications shall be:

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If to the Company:
Name: Dr. Donald A. Goer
Intraop Medical Corporation
570 Del Rey Avenue
Sunnyvale, California  94085
Facsimile: (408) 636-0022

If to EMC:

Emerging Markets Consulting, LLC
126 South Bumby Ave, #A
Orlando, Florida 32803 USA
Attn: James S. Painter
Facsimile:(321) 218-9115

     (f) Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and assigns.

     (g) Third Party  Beneficiaries.  This Agreement is intended for the benefit
of the parties hereto and their respective permitted successors and assigns, and
is not for the benefit  of, nor may any  provision  hereof be  enforced  by, any
other person.

     (h) Further Assurances.  The Company and EMC shall do and perform, or cause
to be done and  performed,  all such further acts and things,  and shall execute
and deliver all such other agreements, certificates,  instruments and documents,
as the other party may  reasonably  request in order to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

     (i) Law and Arbitration.  This Agreement shall be governed by and construed
in  accordance  with the laws of the State of Florida  applicable  to  contracts
executed and performed in such State,  without  giving effect to conflict of law
principles. All controversies,  claims and matters of difference arising between
the parties under this  Agreement  shall be submitted to binding  arbitration in
Orange County,  Florida under the Commercial  Arbitration  Rules of the American
Arbitration  Association  ("the  AAA") from time to time in force (to the extent
not in  conflict  with the  provisions  set forth  herein).  This  Agreement  to
arbitrate shall be specifically enforceable under applicable law in any court of
competent  jurisdiction.  Notice of the demand for arbitration shall be filed in
writing  with the other  parties to this  Agreement  and with the AAA.  Once the
arbitral  tribunal has been  constituted in full, a hearing shall be held and an
award rendered as soon as practicable.  The demand for arbitration shall be made
within a  reasonable  time after the claim,  dispute or other matter in question
has arisen,  and the parties are not making progress toward a resolution.  In no
event  shall it be made after the date when  institution  of legal or  equitable
proceedings based on such claim,  dispute or other matter would be barred by the
applicable contractual or other statutes of limitations.  The parties shall have
reasonable discovery rights as determined by the arbitration. The award rendered
by the arbitrators shall be final and judgment

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may be  entered  in  accordance  with  applicable  law and in any  court  having
jurisdiction  thereof.  The  decision  of the  arbitrators  shall be rendered in
writing  and shall  state  the  manner  in which  the fees and  expenses  of the
arbitrators shall be borne.

     (j)  Waivers.  No delay on the part of any party in  exercising  any right,
power, or privilege  hereunder shall operate as a waiver thereof.  Nor shall any
waiver on the part of any party of any such right,  power or privilege,  nor any
single or partial exercise of any such right,  power or privilege,  preclude any
further  exercise  thereof or the  exercise  of any other such  right,  power or
privilege.  The rights and  remedies of any party based upon,  arising out of or
otherwise  in respect of any  inaccuracy  in or breach by any other party of any
representation,  warranty,  covenant or Agreement  contained  in this  Agreement
shall in no way be limited  by the fact that the act,  omission,  occurrence  or
other  state of facts upon which any claim of any such  inaccuracy  or breach is
based may also be the  subject  matter of any  other  representation,  warranty,
covenant or Agreement  contained in this  Agreement  (or in any other  Agreement
between the parties) as to which there is no inaccuracy or breach.

     (k)  Variations  in Pronouns.  Wherever the context  shall so require,  all
words  herein in the male gender shall be deemed to include the female or neuter
gender and vice versa,  all  singular  words shall  include the plural,  and all
plural words shall include the singular. All pronouns and any variations thereof
refer to the masculine,  feminine or neuter,  singular or plural, as the context
may require.

     (l) Presumption  Against Scrivener.  Each party waives the presumption that
this Agreement is presumed to be in favor of the party which did not prepare it,
in case of a dispute as to interpretation.

     (m)  Attorney's  Fees. In the event either party is in default of the terms
or conditions of this Agreement and legal action is initiated or suit be entered
as a result of such default,  the prevailing  party shall be entitled to recover
all costs incurred as a result of such default  including all costs,  reasonable
attorney  fees,  expenses  and court costs  through  trial,  appeal and to final
disposition.

     (n)  Authority.  Each of EMC and the  Company  has the full legal right and
power and all authority and approval required to enter into, execute and deliver
this  Agreement and to perform  fully the  obligations  hereunder  including all
requisite manager, member or director approvals,  as applicable.  This Agreement
has been duly executed and delivered and is the valid and binding  obligation of
EMC and the Company  enforceable in accordance with its terms,  except as may be
limited by bankruptcy,  moratorium,  insolvency, or other similar laws generally
affecting  the  enforcement  of creditors'  rights.  Each of EMC and the Company
represents that except with respect to existing Company Information and properly
licensed  materials,  the  performance,  distribution,  or  use  of  anticipated
materials  will not violate the rights of any third  parties.  The execution and
delivery of this Agreement and the other agreements contemplated hereunder,  and
the consummation of the transactions  contemplated  hereby and thereby,  and the
performance of this Agreement by EMC and the Company,  in accordance  with their
respective terms and conditions, will not: (i)

                                       10
<PAGE>


require the approval or consent of any foreign,  federal,  state, county, local,
or other governmental or regulatory body or the approval or consent of any other
person;  (ii)  conflict  with or result in any breach or violation of any of the
terms and  conditions of, or constitute (or with notice or lapse of time or both
would constitute) a default under any order,  judgment,  or decree applicable to
EMC or the  Company,  as  applicable,  or any  instrument,  contract,  or  other
agreement  to which EMC or the  Company  is a party or by or to which EMC or the
Company is bound or  subject;  or (iii)  result in the  creation  of any lien or
other encumbrance on the assets or properties of EMC or the Company.

     (o)  Failure  to  Perform.  In the event EMC fails to  perform  its work or
services hereunder for any reason, its entire liability to the Company shall not
exceed the actual damage to the Company as a result of such non-performance.  In
no event shall EMC be liable to the Company or any other party for any indirect,
special or consequential damages.

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement as of the date set forth below:

                                                EMC:

                                                Emerging Markets Consulting, LLC

                                                By:    /s/ James S. Painter
                                                       --------------------
                                                Name:  James S. Painter
                                                Title: Chief Executive Officer
                                                Date:  April 7, 2006

                                                COMPANY:

                                                Intraop Medical Corporation

                                                By:      /s/ Donald A. Goer
                                                         ------------------
                                                Name:    Dr. Donald A. Goer
                                                Title:   Chief Executive Officer
                                                Date:    April 6, 2006

                                       11
<PAGE>


                                    EXHIBIT A
                                    ---------
                             Description of Services

Services provided by EMC to the Company may include the following,  as requested
by the Company:

          (a) Arranging for and providing electronic media and web cast services
to enable the Company to conduct conference calls between it and the public on a
monthly basis starting no later than three weeks after signing this Agreement.

          (b) Drafting  and/or editing and/or  designing  and/or  assembling the
Company  Information  (as  defined in Section 7),  including  but not limited to
information used in electronic media, web casts,  information  provided verbally
or in  writing,  information  provided  to persons or  entities  in EMC's  email
address database,  data and information provided to Wall Street Capital Funding,
information  contained in press releases concerning the Company, and information
disseminated about the Company at any seminar or trade show. The Company and EMC
shall review and mutually  agree on the specific  services to be provided  under
this paragraph (b).

          (c) Make calls to and attend meetings with registered brokers selected
by EMC, with the prior written  consent of the Company.  The initial call to the
registered  brokers will provide a brief  explanation of the Company.  The phone
call will be followed promptly by a fax or email to the registered  brokers in a
bullet  sheet  format that  provides  more detail for the  registered  broker to
review.  The initial  call to the  registered  brokers  will be followed up by a
number of follow up calls to the registered brokers over time, not less than 1-5
follow-up calls per month, which will discuss Company developments  reflected in
news releases and SEC filings. EMC will make a minimum of 200 and maximum of 450
contacts a week to registered brokers during the term of this Agreement and will
provide the Company with adequate documentation to verify the number of contacts
and identity of brokers contacted.

          (d)  Dissemination  of one Wall  Street  News  Alerts  by Wall  Street
     Capital Funding no later than April 15th.

          (e)  Dissemination  of a Company  profile  approved  by the Company to
     EMC's existing  email address  database no later than 2 business days after
     signing  this  Agreement  and  distribute  updates  to  such  profile  on a
     quarterly basis thereafter.

          (f) Edit up to 20 press  releases  per  quarter,  as  provided  by the
     Company.

          (g)  Dissemination of the Company  Information  Package at trade shows
that will be attended by EMC. Provide the Company with a list of trade shows EMC
plans on attending in the six months following the signing of this agreement.

          (h)  Provide the  Company  with a monthly  report on or before the 5th
business  day of each month  summarizing  EMC's  services  performed  under this
Agreement  for the  preceding  month and its  planned  services  for the current
month. Such report will be in form and substance satisfactory to the Company and
EMC.

                                       12
<PAGE>


                                    EXHIBIT B
                                    ---------

                                 Form of Warrant

                                 (see attached)


                                       13
<PAGE>


THIS  WARRANT  AND THE  SECURITIES  ISSUABLE  UPON  ITS  EXERCISE  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
NOR HAVE THEY BEEN  REGISTERED  OR QUALIFIED  UNDER THE  SECURITIES  LAWS OF ANY
STATE, AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,  HYPOTHECATED,  ASSIGNED OR
TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE  SECURITIES,
OR (ii) PURSUANT TO A SPECIFIC  EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT.


                               WARRANT TO PURCHASE
                                 COMMON STOCK OF
                           INTRAOP MEDICAL CORPORATION

     FOR VALUE RECEIVED,  subject to the terms and conditions  herein set forth,
Emerging Markets Consulting, LLC, a Florida limited liability company ("Holder")
is entitled to purchase from Intraop Medical  Corporation,  a Nevada corporation
(the "Company"), at any time prior to the Expiration Date (as defined below), at
a price per share as set forth in Section 1 hereof (the  "Warrant  Price"),  the
number of fully paid and  non-assessable  shares of common stock of the Company,
$0.001  par  value,  ("Common  Stock")  as set forth in  Section  2 hereof  (the
"Shares").

     1.  Warrant  Price.  The Warrant  Price for each of the Shares  purchasable
hereunder  shall be __________  ($________)  (the "Warrant  Price"),  subject to
adjustment as provided in Section 10.

     2. Number of Shares.  The number of Shares  issuable  upon exercise of this
Warrant shall be _____________, subject to adjustment as provided in Section 10.

     3. Expiration of Warrant. Subject to earlier termination in accordance with
Section 8 below,  this Warrant  shall expire and shall no longer be  exercisable
after April __, 2011 (the "Expiration Date").  Prior to the Expiration Date, the
Company may not call or otherwise  redeem this Warrant without the prior written
consent of Holder.

     4. No Fractional Shares. This Warrant may not be exercised as to fractional
Shares.

     5. No Stockholder  Rights.  This Warrant shall not entitle Holder to any of
the rights of a stockholder  of the Company until such time as Holder  exercises
this Warrant.

     6. Reservation of Shares. The Company covenants that during the period this
Warrant is exercisable  it will reserve from its authorized and unissued  shares
of Common Stock a sufficient number of shares to provide for the issuance of the
maximum  number of shares of Common  Stock  issuable  upon the  exercise of this
Warrant.  The Company agrees that its issuance of this Warrant shall  constitute
full authority to its officers to instruct the Company's transfer agent to issue
the necessary  certificates for shares of Common Stock upon the exercise of this
Warrant.

                                       1
<PAGE>


     7. Exercise of Warrant.

          (a) This Warrant may be exercised by Holder,  in whole or in part,  by
the surrender of this Warrant at the principal  office of the Company,  together
with  the  Subscription  Form  attached  hereto  duly  completed  and  executed,
accompanied  by payment in full of the  aggregate  Warrant  Price for the Shares
being purchased upon such exercise.  In the event of exercise of this Warrant in
compliance with the provisions hereof,  certificates for the Shares so purchased
shall be delivered to Holder  promptly  and,  unless this Warrant has been fully
exercised or expired, a new Warrant  representing that portion of the Shares, if
any, with respect to which this Warrant will not then have been exercised, shall
be issued  to  Holder.  The  Warrant  shall be  deemed  to have  been  exercised
immediately  prior to the close of  business  on the date of its  surrender  for
exercise as provided above,  and Holder shall be treated for all purposes as the
holder of record of such shares as of the close of business on such date.

     In lieu of  exercising  this  Warrant  pursuant to the first  paragraph  of
Section 7 (a),  Holder  may elect to receive  Shares  equal to the value of this
Warrant (or any portion  thereof  remaining  unexercised)  by  surrender of this
Warrant at the principal  office of the Company  together with the  Subscription
Form,  in which  event  the  Company  shall  issue to  Holder a number of Shares
computed using the following formula:

                X  = Y (A-B)
                    ---------
                        A

Where X = the number of Shares to be issued to Holder.

     Y    = the number of Shares for which this Warrant is then being  exercised
          (at the date of such exercise).

     A    = the fair market value of one Share (at the date of such exercise).

     B    = the Warrant Price (as adjusted to the date of such exercise).

For purposes of this subsection fair market value of one Share shall mean:

     (i) The  average of the closing  bid and asked  prices of the Common  Stock
     quoted in the NASDAQ National Market System or the Over-the-Counter  market
     or the closing  price  quoted on any  exchange on which the Common Stock is
     listed, whichever is applicable, as published in the Western Edition of The
     Wall  Street  Journal  for the five (5)  trading  days prior to the date of
     determination of the fair market value; or

     (ii) If the Common Stock is not publicly traded,  the per share fair market
     value  of the  Common  Stock  shall  be  determined  in good  faith  by the
     Company's Board of Directors. If Holder disagrees with the determination by
     the Board of  Directors  of the fair market  value of the Common Stock then
     such fair market  value shall be  determined  by an  independent  appraiser
     selected  jointly by the  Company and  Holder.  The cost of such  appraisal
     shall be paid equally by the Company and Holder.

                                       2
<PAGE>


          (b) As  promptly  as  practicable  on or after such date,  the Company
shall cause to be issued and delivered to Holder a certificate  or  certificates
for the number of full Shares issuable upon such exercise.  Notwithstanding  the
foregoing or any other provision of this Warrant,  this Warrant can be exercised
in whole or in part,  provided that each partial  exercise shall not be for less
than one thousand  (1,000)  Shares at any time unless at such time less than one
thousand (1,000) such Shares are subject to such exercise.

          (c) Issuance of certificates  for the Shares upon the exercise of this
Warrant  shall be made without  charge to the  registered  holder hereof for any
issue or transfer tax or other  incidental  expense with respect to the issuance
of such  certificates,  all of which  taxes  and  expenses  shall be paid by the
Company,  and such  certificates  shall be issued in the name of the  registered
holder  of this  Warrant  or in such  name or  names as may be  directed  by the
registered  holder  of  this  Warrant;  provided,  however,  that  in the  event
certificates  for the  Shares  are to be issued in a name other than the name of
the  registered  holder of this Warrant,  this  Warrant,  when  surrendered  for
exercise,  shall be  accompanied  by the  Assignment  Form attached  hereto duly
executed by Holder hereof,  and provided  further,  that any such transfer shall
comply with Section 9 hereof.

          8.  Automatic  Termination.  In  the  event  of  the  sale  of  all or
substantially  all the capital stock, or  substantially  all the assets,  of the
Company in a merger, business combination, or other form of business transaction
in  which  the  Company's  stockholders  do not own at least a  majority  of the
outstanding  voting  securities of the surviving  corporation or business entity
after such transaction (based solely on such Company  stockholders'  holdings of
the Company  prior to the  transaction)  then the  Company  shall give Holder at
least twenty (20) days written  notice of the proposed  effective date and terms
of such offering,  transaction  or agreements,  and if this Warrant has not been
exercised before the effective date set forth in such notice,  then this Warrant
and the rights hereunder shall automatically terminate in its entirety.

          9. Transfer or Assignment of Warrant.

          (a) This  Warrant,  and any rights  hereunder,  may not be assigned or
transferred, except as provided herein and in accordance with and subject to the
provisions of (i) applicable  state securities laws, and (ii) the Securities Act
of 1933, as amended, and the rules and regulations  promulgated thereunder (such
Act and such rules and regulations being hereinafter collectively referred to as
the "Act").  Any purported  transfer or assignment made other than in accordance
with this Section 10 shall be null and void and of no force and effect.

          (b) This Warrant,  and any rights  hereunder,  may be  transferred  or
assigned only upon receipt by the Company of (i) notice of the proposed transfer
or assignment  and a detailed  statement of the  circumstances  surrounding  the
proposed transfer or assignment and (ii) if reasonably requested by the Company,
an  opinion of  counsel  reasonably  satisfactory  to the  Company  that (i) the
transferee is a person to whom this Warrant may be legally  transferred  without
registration  under  the Act,  and (ii)  such  transfer  will  not  violate  any
applicable  law  or  governmental   rule  or  regulation,   including,   without
limitation, any applicable federal or state securities law.

                                       3
<PAGE>


          (c) Any assignment  permitted  hereunder shall be made by surrender of
this Warrant to the Company at its  principal  office with the  Assignment  Form
annexed  hereto duly  executed and funds  sufficient to pay any transfer tax, if
any. In such event, the Company shall, without charge, execute and deliver a new
warrant in the name of the assignee  named in such  instrument  of assignment in
the amount so assigned and this Warrant  shall be promptly  canceled,  provided,
however, that in the event that Holder hereof shall assign or transfer less than
the full amount of this Warrant,  a new warrant evidencing the remaining portion
of this  Warrant not so assigned or  transferred  shall be issued in the name of
Holder.

     10. Adjustments to Warrant Price and Shares.

     (a) If outstanding shares of the Company's Common Stock shall be subdivided
into a greater  number of shares or a dividend in Common  Stock shall be paid in
respect of Common Stock, the Warrant Price in effect  immediately  prior to such
subdivision or at the record date of such dividend shall simultaneously with the
effectiveness of such  subdivision or immediately  after the record date of such
dividend be proportionately reduced. If outstanding shares of Common Stock shall
be  combined  into a  smaller  number of  shares,  the  Warrant  Price in effect
immediately   prior  to  such  combination   shall,   simultaneously   with  the
effectiveness  of such  combination,  be  proportionately  increased.  When  any
adjustment is required to be made in the Warrant Price,  the number of shares of
Common Stock  purchasable  upon the exercise of this Warrant shall be changed to
the number  determined  by dividing  (i) an amount equal to the number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Warrant Price in effect  immediately prior to such adjustment,
by (ii) the Warrant Price in effect immediately after such adjustment.

     (b) When any  adjustment  is required to be made in the number of shares of
Common Stock purchasable hereunder or the Warrant Price pursuant to this Section
10, the Company shall promptly mail to Holder a certificate  setting forth (i) a
brief statement of the facts requiring such  adjustment,  (ii) the Warrant Price
after such adjustment and (iii) the kind and amount of stock or other securities
or property into which this Warrant shall be exercisable after such adjustment.

     (c)  The  Company   shall  not,  by   amendment  of  its   Certificate   of
Incorporation,  as  amended  from time to time,  or  through  a  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of its terms to be  observed  or  performed  under  this
Warrant by the Company,  but shall at all times in good faith assist in carrying
out of all the  provisions  of this  Section 10 and in taking all such action as
may be necessary or appropriate to protect Holder's rights under this Section 10
against impairment.

     11. Loss, Theft,  Destruction or Mutilation of Warrant. Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction  or  mutilation  of this  Warrant,  and in case of  loss,  theft  or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and  deliver  a new  warrant  identical  in tenor  and date in lieu of this
Warrant.

                                       4
<PAGE>


     12.  General.  This  Warrant  shall  be  governed  by  and  interpreted  in
accordance  with the laws of the State of California,  except for its principles
of  conflicts  of  laws.  The  headings  in this  Warrant  are for  purposes  of
convenience  and  reference  only and shall not be deemed to  constitute  a part
hereof.  Neither  this  Warrant  nor any term  hereof  may be  changed,  waived,
discharged  or  terminated  orally but rather only by an  instrument  in writing
signed by the Company and Holder.  This Warrant shall be binding on and inure to
the benefit of the parties hereto and their  respective  successors and assigns.
In case any one or more of the  provisions  of this Warrant  shall be invalid or
unenforceable in any respect,  the validity and  enforceability of the remaining
terms  and  provisions  of this  Warrant  shall  not in any way be  affected  or
impaired  thereby  and the  parties  will  attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute therefor, and upon so agreeing,  shall incorporate such substitute in
this Warrant.  All notices and other  communications  from the Company to Holder
shall be mailed by prepaid courier or first-class  registered or certified mail,
postage pre-paid, to the address furnished to the Company in writing by the last
holder who shall have furnished an address to the Company in writing.

                [remainder of this page intentionally left blank]



                                       5
<PAGE>


     Issued this ___ day of _______, 2006.

                                                   INTRAOP MEDICAL CORPORATION


                                                   By:  ________________________
                                                        Name:  Donald A. Goer
                                                        Title: President and CEO

                                       6
<PAGE>


                                SUBSCRIPTION FORM


     The  undersigned  registered  owner of the Warrant which  accompanies  this
Subscription  Form hereby  irrevocably  (a)  exercises  such  warrant  for,  and
purchases  ______  shares of Common  Stock (the  "Shares")  of  Intraop  Medical
Corporation, a Nevada corporation (the "Company"), purchasable upon the exercise
of such Warrant,  and herewith  makes payment  therefor,  or (b) exercises  such
Warrant  for  ______  shares  of  Intraop  Medical   Corporation   Common  Stock
purchasable  under the Warrant  pursuant to the net exercise  provisions  of the
second  paragraph  of Section  7(a) of such  Warrant all at the price and on the
terms and conditions specified in such Warrant.

     1.01 Authorization.  This exercise  constitutes a valid and legally binding
obligation of the undersigned, enforceable in accordance with its terms.

     1.02 Investment Representation.  The undersigned acknowledges,  represents,
and warrants  that it (a) has a  preexisting  personal or business  relationship
with the Company,  and/or by reason of its business or financial  experience has
the capacity to protect its own  interests in connection  with the  transaction,
and (b) is an "accredited  investor" under Regulation D of the Securities Act of
1933, as amended (the "Act").  The undersigned  further  acknowledges that it is
aware that the Shares have not been registered under the Act, or qualified under
any  state's  securities  laws.  The Shares are being  acquired  for  investment
purposes only and not for sale or with a view to distribution of all or any part
thereof.

     1.03 Access to Information.  The undersigned represents that it has or will
have had upon  exercise of the Warrant an  opportunity  to ask  questions of and
receive  answers  from the Company  regarding  the terms and  conditions  of its
purchase of the Shares  concerning  the  business,  financial  affairs and other
aspects of the  Company,  and it has further had the  opportunity  to obtain any
information (to the extent the Company possesses or can acquire such information
without unreasonable effort or expense) which it deems necessary to evaluate its
investment or to verify the accuracy of  information  otherwise  provided to it.
The  undersigned  acknowledges  that it is not relying upon any person,  firm or
corporation  (other than the Company and its officers and  directors)  in making
its  investment  or  decision  to invest  in the  Company,  and the  undersigned
represents  that it has been  solely  responsible  for its own  "due  diligence"
investigation  of the  Company  and its  management  and  business,  for its own
analysis of the merits and risks of this investment.

     1.04 Investment Experience. The undersigned represents and warrants that by
reason of its financial and business experience,  it has the capacity to protect
its interests in connection with these transactions.

     1.05 Restricted  Securities.  The undersigned  understands  that the Shares
will be characterized as "restricted  securities"  under the federal  securities
laws inasmuch as they are being  acquired from the Company in a transaction  not
involving a public offering, and that under such laws and applicable regulations
such securities may be resold without registration under the Act only in certain
limited   circumstances   and  that  otherwise  such  securities  must  be  held
indefinitely. In this connection, the undersigned represents that it is familiar
with SEC Rule 144, as presently in effect,  and the conditions which must be met
in order for that Rule to be available  for resale of  "restricted  securities,"
and understands the resale limitations imposed by the Act.


                                       1
<PAGE>


     1.06 Further  Limitations on  Disposition.  Without in any way limiting the
representations  set forth above, the undersigned further agrees not to make any
disposition of all or any portion of the Shares unless and until:

     (a)  There  is then in  effect a  "Registration  Statement"  under  the Act
covering such proposed  disposition  and such  disposition is made in accordance
with  such  Registration  Statement  and any  applicable  requirements  of state
securities laws; or

     (b) (i) the  undersigned  shall have  notified  the Company of the proposed
disposition  and shall have  furnished the Company with a detailed  statement of
the circumstances  surrounding the proposed disposition,  and (ii) if reasonably
requested by the Company,  shall have  furnished  the Company with an opinion of
counsel  (except  for  dispositions  pursuant  to  Rule  144  of the  Rules  and
Regulations under the Act which  dispositions shall not so require an opinion of
counsel) reasonably  satisfactory to the Company, that such disposition will not
require  registration  of the Shares  under the Act or the  consent of or permit
from appropriate authorities under any applicable state securities law.

     (c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such
Registration  Statement or opinion of counsel  shall be necessary for a transfer
by  the  undersigned  to  a  constituent   stockholder  or  constituent  partner
(including  any  constituent  of a  constituent)  of  the  undersigned,  if  the
transferee or transferees  agree in writing to be subject to the terms hereof to
the same extent as if they were the undersigned hereunder.

     2. RESTRICTIONS ON THE TRANSFER OF SECURITIES.

     2.01  Corporate  Securities  Law. The Shares shall be  transferred  only in
compliance with the conditions  specified in Section 1.06,  which conditions are
intended  to  ensure  compliance  with  the  provisions  of the  Act  and  state
securities  laws with  respect  to the  transfer  of any such  securities.  Each
certificate  representing the Shares shall bear at least a legend  substantially
in the following form until such time as the conditions of such legend have been
met:

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  ("ACT"),  NOR HAVE THEY BEEN  REGISTERED  OR QUALIFIED
UNDER THE SECURITIES  LAWS OF ANY STATE.  NO TRANSFER OF SUCH SECURITIES WILL BE
PERMITTED UNLESS A REGISTRATION  STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
TRANSFER,  THE TRANSFER IS MADE IN ACCORDANCE  WITH RULE 144 UNDER THE ACT OR AS
OTHERWISE PERMITTED BY THE COMPANY, OR IN THE OPINION OF COUNSEL SATISFACTORY TO
THE  COMPANY,  REGISTRATION  UNDER  THE ACT IS  UNNECESSARY  IN  ORDER  FOR SUCH
TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.

                                       2
<PAGE>


The  Company  shall,  within  ten (10) days of the  request  of any  holder of a
certificate  bearing the foregoing legend and the surrender of such certificate,
issue a new stock certificate in the name of the transferee  provided that there
has been compliance with the provisions of subsection 1.06 above.

     2.02 Additional Legends.  The Company may also impose any additional legend
required under  applicable  federal or state  securities laws or permitted under
its bylaws and shall be  entitled  to issue stop  transfer  notices on its books
with respect to any  securities  purchased  hereunder  until the  conditions set
forth in the applicable legends have been met.

     Dated:_______________


                                    --------------------------------------------
                                    (Signature of Registered Owner)

                                    --------------------------------------------
                                    (Name)

                                    --------------------------------------------
                                    (Street Address)

                                    --------------------------------------------
                                    (City, State, Zip Code)

                                    --------------------------------------------
                                    Social Security or Tax Identification Number

     If the number of Shares issuable upon this exercise shall not be all of the
Shares  which the  undersigned  is entitled to purchase in  accordance  with the
enclosed  Warrant,  the undersigned  requests that a new warrant  evidencing the
right to purchase  the Shares not issuable  pursuant to the  exercise  evidenced
hereby be issued in the name of and delivered to:

--------------------------------------------------------------------------------
                         (Please print name and address)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Date:_______________                Name of Holder:
                                    (Print)_____________________________________

                                    (By)________________________________________
                                    (Name:)
                                    (Title:)

                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)

                                       3
<PAGE>


                               FORM OF ASSIGNMENT
                               ------------------

                 (To be signed only upon assignment of Warrant)


     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto:
                        --------------------------------
                        --------------------------------
                        --------------------------------

          (Name and address of assignee must be printed or typewritten)

___________ shares of Intraop Medical Corporation Common Stock purchasable under
the   within   Warrant,   hereby   irrevocably   constituting   and   appointing
______________________  Attorney  to transfer  said  Warrant on the books of the
Company, with full power of substitution in the premises.

     Dated: ___________


                                                 -------------------------------
                                                 (Signature of Registered Owner)