Exhibit 10.1

                                 THIRD AMENDMENT
                                       TO
                      AGREEMENT AND PLAN OF REORGANIZATION
                                  BY AND AMONG
                              INTRAOP MEDICAL, INC.
                                       AND
                           INTRAOP MEDICAL CORPORATION

     This Third Amendment (the "Amendment") to the Agreement and Plan of
Reorganization is made and entered into as of November 15, 2004, by and among
Intraop Medical, Inc., a Delaware corporation ("Target") and Intraop Medical
Corporation, a Nevada corporation ("Acquiror"). Any capitalized terms not
defined herein shall have the same meanings given to them in the Agreement (as
defined below).

                                    RECITALS

     Whereas Target and Acquiror have entered into that certain Agreement and
Plan of Reorganization as of February 24, 2004, (the "Original Agreement") with
respect to a plan of reorganization, as result of which Target will be merged
with and into Acquiror.

     Whereas, on June 29, 2004, the Target and the Acquiror have entered into
that certain Amendment to Agreement and Plan of Reorganization (the "First
Amendment"), extending to July 31, 2004, the date after which, should the merger
not be complete, either party may terminate the merger.

     Whereas, subsequently, on July 31, 2004, the Target and the Acquiror have
entered into that certain Second Amendment to Agreement and Plan of
Reorganization (the "Second Amendment"), extending to September 30, 2004, the
date after which, should the merger not be complete, either party may terminate
the merger.

     Whereas, the Original Agreement as amended by the First Amendment and the
Second Amendment is referred to herein as the "Agreement."

     Whereas, pursuant to Section 7.1(b) of the Agreement, the Agreement may be
terminated at any time prior to the Effective Time, by written notice by the
terminating party to the other party, by either Acquiror or Target if the Merger
shall not have been consummated by September 30, 2004.

     Whereas, as of the date hereof, the merger has not been consummated.

     Whereas, Target and Acquiror desire to amend the Agreement as provided
herein.

     Now, therefore, in consideration of the mutual promises, covenants, and
representations contained herein, the parties hereto agree as follows:

                                    AMENDMENT

1) Section 7.1(b) of the Agreement shall be deleted and entirely replaced with
the following:

         (b) by either Acquiror or Target if the Merger shall not have been
         consummated by December 31, 2004, provided, however, that the right to
         terminate this Agreement under this Section 7.1(b) shall not be
         available to any party whose failure to fulfill any obligation under
         this Agreement has been the cause of or resulted in the failure of the
         Merger to occur on or before such date.

3) This Amendment may be executed in counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.

4) Except as otherwise modified hereby, the terms of the Agreement shall remain
in full force and effect.


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     IN WITNESS WHEREOF, Target and Acquiror have caused this Amendment to be
executed and delivered by each of them or their respective officers thereunto
duly authorized, all as of the date first written above.

INTRAOP MEDICAL CORPORATION                               INTRAOP MEDICAL, INC.


By:  /s/ David Shamy                                      By: /s/ Donald A. Goer

Name:   David Shamy                                       Name:   Donald A. Goer

Title:  President                                         Title:  President

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