EXHIBIT 4.14

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "AGREEMENT")  is made and
entered into as of January 10, 2007, among Intraop Medical Corporation, a Nevada
corporation  (the "COMPANY") and the several  purchasers  signatory hereto (each
such purchaser, a "PURCHASER" and, collectively, the "PURCHASERS").

               This  Agreement  is  made  pursuant  to the  Securities  Purchase
Agreement,  dated as of the date hereof,  between the Company and each Purchaser
(the "PURCHASE AGREEMENT").

               The Company and each Purchaser hereby agrees as follows:

        1.        DEFINITIONS

               CAPITALIZED  TERMS USED AND NOT OTHERWISE DEFINED HEREIN THAT ARE
DEFINED IN THE PURCHASE  AGREEMENT  SHALL HAVE THE MEANINGS  GIVEN SUCH TERMS IN
THE PURCHASE  AGREEMENT.  As used in this  Agreement,  the following terms shall
have the following meanings:

                  "ADJUSTED PRIOR  DEBENTURES AND WARRANTS" means the Debentures
         and  Warrants  issued  pursuant  to the Prior  Purchase  Agreement  and
         subject to adjustment in connection with the  anti-dilution  provisions
         in such Debentures and Warrants as a result of the issuance pursuant to
         the Purchase Agreement.

                  "ADVICE" shall have the meaning set forth in Section 6(d).

                  "EFFECTIVENESS  DATE"  means,  with  respect  to  the  initial
         Registration  Statement  required  to  be  filed  hereunder,  the  90th
         calendar  day  following  the earlier of (a) the actual  filing date of
         such initial Registration Statement and (b) the Filing Date (or, in the
         event of a "full review" of the initial  Registration  Statement by the
         Commission,  the 120th  calendar day  following  the earlier of (a) the
         actual filing date of such initial  Registration  Statement and (b) the
         Filing  Date)  and,  with  respect  to  any   additional   Registration
         Statements  which may be required  pursuant to Section  3(c),  the 60th
         calendar day following  the date on which the Company  first knows,  or
         reasonably  should  have  known,  that  such  additional   Registration
         Statement is required hereunder;  PROVIDED,  HOWEVER, that in the event
         the  Company  is  notified  by the  Commission  that  one of the  above
         Registration Statements will not be reviewed or is no longer subject to
         further  review  and  comments,  the  Effectiveness  Date  as  to  such
         Registration  Statement  shall be the fifth  Trading Day  following the
         date on which the  Company is so  notified  if such date  precedes  the
         dates required above.

                  "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in
Section 2(a).

                  "EVENT" shall have the meaning set forth in Section 2(b).

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                  "EVENT DATE" shall have the meaning set forth in Section 2(b).

                  "FILING DATE" means, with respect to the initial  Registration
         Statement required  hereunder,  on or prior to April 30, 2007 and, with
         respect to any additional Registration Statements which may be required
         pursuant to Section  3(c),  the 90th calendar day following the date on
         which the Company first knows,  or reasonably  should have known,  that
         such additional Registration Statement is required hereunder.

                  "HOLDER" or "HOLDERS" means the holder or holders, as the case
may be, from time to time of Registrable Securities.

                  "INDEMNIFIED  PARTY"  shall  have  the  meaning  set  forth in
Section 5(c).

                  "INDEMNIFYING  PARTY"  shall  have the  meaning  set  forth in
Section 5(c).

                  "LOSSES" shall have the meaning set forth in Section 5(a).

                  "PLAN OF  DISTRIBUTION"  shall have the  meaning  set forth in
Section 2(a).

                  "PRIOR  PURCHASE  AGREEMENT"  means  the  Securities  Purchase
         Agreement,  dated as of August 31,  2005,  between  the Company and the
         purchasers signatory thereto.

                  "PRIOR  REGISTRATION  RIGHTS AGREEMENT" means the Registration
         Rights Agreement,  dated as of August 31, 2005, between the Company and
         the purchasers signatory thereto.

                  "PROSPECTUS"  means the prospectus  included in a Registration
         Statement  (including,  without limitation,  a prospectus that includes
         any information  previously  omitted from a prospectus filed as part of
         an  effective   registration  statement  in  reliance  upon  Rule  430A
         promulgated  under the Securities  Act), as amended or  supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the  Registrable  Securities  covered by a  Registration
         Statement,  and all other amendments and supplements to the Prospectus,
         including post-effective  amendments,  and all material incorporated by
         reference or deemed to be incorporated by reference in such Prospectus.

                  "REGISTRABLE  SECURITIES"  means (i) all Warrant Shares,  (ii)
         the additional  shares of Common Stock issuable in connection  with the
         Adjusted Prior  Debentures  and Warrants (in each case,  without giving
         effect to any  limitations  on conversion or exercise set forth in such
         Adjusted Prior Debentures and Warrants) and (iii) any securities issued
         or  issuable  upon any stock  split,  dividend  or other  distribution,
         recapitalization or similar event with respect to the foregoing.

                  "REGISTRATION  STATEMENT"  means the  registration  statements
         required  to  be  filed  hereunder  and  any  additional   registration
         statements  contemplated by Section 3(c),  including (in each case) the
         Prospectus,  amendments and supplements to such registration  statement
         or  Prospectus,  including  pre-  and  post-effective  amendments,  all
         exhibits thereto, and all material  incorporated by reference or deemed
         to be incorporated by reference in such registration statement.

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                   "RULE  415"  means  Rule 415  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission  having  substantially  the same  purpose and effect as such
         Rule.

                  "RULE  424"  means  Rule  424  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission  having  substantially  the same  purpose and effect as such
         Rule.

                  "SELLING SHAREHOLDER QUESTIONNAIRE" shall have the meaning set
forth in Section 3(a).

        2.        SHELF REGISTRATION

                  (a) On or prior to each Filing Date, the Company shall prepare
         and file with the  Commission  a  Registration  Statement  covering the
         resale of 100% of the Registrable Securities on such Filing Date for an
         offering to be made on a  continuous  basis  pursuant to Rule 415.  The
         Registration  Statement shall be on Form SB-2 (except if the Company is
         not then eligible to register for resale the Registrable  Securities on
         Form  SB-2,  in  which  case  such  registration  shall  be on  another
         appropriate  form in accordance  herewith)  and shall  contain  (unless
         otherwise  directed  by at least an 85%  majority  in  interest  of the
         Holders)  substantially  the "PLAN OF DISTRIBUTION"  attached hereto as
         ANNEX A. Subject to the terms of this Agreement,  the Company shall use
         its best  efforts  to cause a  Registration  Statement  to be  declared
         effective  under the  Securities  Act as promptly as possible after the
         filing thereof, but in any event prior to the applicable  Effectiveness
         Date,  and  shall  use  its  best  efforts  to keep  such  Registration
         Statement  continuously  effective  under the  Securities Act until all
         Registrable Securities covered by such Registration Statement have been
         sold,  or may be sold  without  volume  restrictions  pursuant  to Rule
         144(k),  as  determined  by the  counsel to the  Company  pursuant to a
         written opinion letter to such effect,  addressed and acceptable to the
         Company's  transfer agent and the affected Holders (the  "EFFECTIVENESS
         PERIOD").  The Company shall telephonically  request effectiveness of a
         Registration  Statement as of 5:00 p.m. New York City time on a Trading
         Day. The Company shall immediately  notify the Holders via facsimile of
         the  effectiveness of a Registration  Statement on the same Trading Day
         that  the  Company  telephonically   confirms  effectiveness  with  the
         Commission,  which shall be the date requested for  effectiveness  of a
         Registration  Statement.  The Company shall, by 9:30 a.m. New York City
         time on the  Trading  Day after the  Effective  Date (as defined in the
         Purchase  Agreement),  file a final  Prospectus  with the Commission as
         required by Rule 424.  Failure to so notify the Holder within 1 Trading
         Day of such  notification of  effectiveness  or failure to file a final
         Prospectus as foresaid shall be deemed an Event under Section 2(b).

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                  (b) If (i) a  Registration  Statement is not filed on or prior
         to its  Filing  Date (if the  Company  files a  Registration  Statement
         without  affording the Holders the opportunity to review and comment on
         the same as  required by Section  3(a)  herein,  the  Company  shall be
         deemed to have not  satisfied  this  clause  (i)),  or (ii) the Company
         fails  to file  with the  Commission  a  request  for  acceleration  in
         accordance with Rule 461  promulgated  under the Securities Act, within
         five Trading  Days of the date that the Company is notified  (orally or
         in writing, whichever is earlier) by the Commission that a Registration
         Statement will not be "reviewed," or not subject to further review,  or
         (iii) prior to its  Effectiveness  Date,  the  Company  fails to file a
         pre-effective  amendment and  otherwise  respond in writing to comments
         made by the Commission in respect of such Registration Statement within
         10  calendar  days after the  receipt of comments by or notice from the
         Commission  that such amendment is required in order for a Registration
         Statement to be declared  effective,  or (iv) a Registration  Statement
         filed or required to be filed  hereunder is not  declared  effective by
         the   Commission   by  its   Effectiveness   Date,  or  (v)  after  the
         Effectiveness  Date, a Registration  Statement ceases for any reason to
         remain  continuously  effective as to all  Registrable  Securities  for
         which it is required to be effective,  or the Holders are otherwise not
         permitted to utilize the Prospectus  therein to resell such Registrable
         Securities,  for more than 10 consecutive calendar days or more than an
         aggregate of 15 calendar  days during any 12-month  period  (which need
         not be  consecutive  calendar  days) (any such  failure or breach being
         referred to as an "EVENT",  and for  purposes of clause (i) or (iv) the
         date on which such Event  occurs,  or for purposes of ----- clause (ii)
         the date on which  such five  Trading  Day period is  exceeded,  or for
         purposes of clause  (iii) the date which such 10 calendar day period is
         exceeded, or for purposes of clause (v) the date on which such 10 or 15
         calendar day period,  as  applicable,  is exceeded being referred to as
         "EVENT  DATE"),  then,  in addition to any other rights the Holders may
         have hereunder or under  applicable law, on each such Event Date and on
         each  monthly  anniversary  of each such Event Date (if the  applicable
         Event  shall not have been  cured by such  date)  until the  applicable
         Event is cured, the Company shall pay to each Holder an amount in cash,
         as partial  liquidated  damages and not as a penalty,  equal to 1.5% of
         the  aggregate  purchase  price  paid by such  Holder  pursuant  to the
         Purchase  Agreement for any  Registrable  Securities  then held by such
         Holder  (calculated  as if all  convertible  securities  had been fully
         converted).  The parties agree that (1) the Company shall not be liable
         for  liquidated  damages  under  this  Agreement  with  respect  to any
         Warrants or Warrant Shares, (2) in no event shall the Company be liable
         for  liquidated  damages under this  Agreement in excess of 1.5% of the
         aggregate  Subscription  Amount of the Holders in any 30-day period and
         (3) the maximum aggregate  liquidated damages payable to a Holder under
         this  Agreement  shall  be  eighteen  percent  (18%)  of the  aggregate
         Subscription  Amount  paid  by such  Holder  pursuant  to the  Purchase
         Agreement.  If the Company fails to pay any partial  liquidated damages
         pursuant  to this  Section  in full  within  seven  days after the date
         payable,  the Company  will pay  interest  thereon at a rate of 18% per
         annum (or such lesser  maximum  amount that is  permitted to be paid by
         applicable  law) to the  Holder,  accruing  daily  from the  date  such
         partial  liquidated  damages are due until such amounts,  plus all such
         interest  thereon,  are paid in full.  The partial  liquidated  damages
         pursuant to the terms hereof shall apply on a daily  pro-rata basis for
         any portion of a month prior to the cure of an Event.

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                  (c)  Notwithstanding  anything  to the  contrary  herein,  the
         Events  described in clauses (iii),  (iv) and (v) of Section 2(b) shall
         be  temporarily  suspended  for as long as (A) the Company  responds in
         writing to comments  made by the  Commission  in  connection  with such
         Event within 10 calendar  days of receipt of such  comments or (B) such
         Event  directly  results  from a  request  by the  Commission  that the
         applicable  Registration Statement include the Company's next quarterly
         or annual  financial  statement,  provided that the Company  deliver to
         each  Purchaser  a copy of all  written  communications  (or a  written
         summary of oral  communications)  in connection with clauses (A) or (B)
         within 10 calendar days of the receipt of such comments or request from
         the Commission and within 10 calendar days of the Company's delivery of
         any response to such comments or request from the Commission.

         3.       REGISTRATION PROCEDURES.

               In  connection  with  the  Company's   registration   obligations
hereunder, the Company shall:

                  (a) Not less than five  Trading  Days  prior to the  filing of
         each Registration  Statement and not less than one Trading Day prior to
         the filing of any related  Prospectus  or any  amendment or  supplement
         thereto (including any document that would be incorporated or deemed to
         be incorporated therein by reference), the Company shall (i) furnish to
         each Holder copies of all such  documents  proposed to be filed,  which
         documents  (other than those  incorporated or deemed to be incorporated
         by  reference)  will be subject to the review of such  Holders and (ii)
         cause its officers and  directors,  counsel and  independent  certified
         public  accountants to respond to such inquiries as shall be necessary,
         in the  reasonable  opinion of  respective  counsel to each Holder,  to
         conduct a reasonable investigation within the meaning of the Securities
         Act. The Company  shall not file a  Registration  Statement or any such
         Prospectus  or any  amendments  or  supplements  thereto  to which  the
         Holders of a majority of the Registrable  Securities  shall  reasonably
         object in good  faith,  provided  that the  Company is notified of such
         objection  in writing no later  than 5 Trading  Days after the  Holders
         have been so furnished copies of a Registration  Statement or 1 Trading
         Day after the  Holders  have been so  furnished  copies of any  related
         Prospectus or amendments or supplements thereto.  Each Holder agrees to
         furnish to the Company a completed  questionnaire  in the form attached
         to this  Agreement as ANNEX B (a "SELLING  SHAREHOLDER  QUESTIONNAIRE")
         not less than two  Trading  Days prior to the Filing Date or by the end
         of the fourth  Trading  Day  following  the date on which  such  Holder
         receives draft materials in accordance with this Section.

                  (b) (i) Prepare and file with the Commission such  amendments,
         including  post-effective  amendments,  to a Registration Statement and
         the Prospectus used in connection therewith as may be necessary to keep
         a Registration  Statement  continuously  effective as to the applicable
         Registrable  Securities  for the  Effectiveness  Period and prepare and
         file with the Commission  such  additional  Registration  Statements in
         order to  register  for  resale  under  the  Securities  Act all of the
         Registrable Securities; (ii) cause the related Prospectus to be amended
         or supplemented by any required  Prospectus  supplement (subject to the
         terms of this  Agreement),  and, as so supplemented  or amended,  to be
         filed  pursuant to Rule 424;  (iii)  respond as promptly as  reasonably
         possible to any comments received from the Commission with respect to a
         Registration Statement or any amendment thereto and provide as promptly
         as reasonably  possible to the Holders true and complete  copies of all
         correspondence  from and to the  Commission  relating to a Registration
         Statement  (provided  that  the  Company  may  excise  any  information
         contained   therein   which  would   constitute   material   non-public
         information  as to any Holder which has not executed a  confidentiality
         agreement with the Company);  and (iv) comply in all material  respects
         with the  provisions  of the  Securities  Act and the Exchange Act with
         respect to the disposition of all Registrable  Securities  covered by a
         Registration  Statement  during  the  applicable  period in  accordance
         (subject to the terms of this Agreement)  with the intended  methods of
         disposition  by the  Holders  thereof  set  forth in such  Registration
         Statement as so amended or in such Prospectus as so supplemented.

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                  (c)  If  during  the  Effectiveness   Period,  the  number  of
         Registrable  Securities at any time exceeds 90% of the number of shares
         of Common Stock then registered in a Registration  Statement,  then the
         Company shall file as soon as reasonably  practicable,  but in any case
         prior  to  the  applicable  Filing  Date,  an  additional  Registration
         Statement  covering  the resale by the Holders of not less than 130% of
         the number of such Registrable Securities.

                  (d) Notify the Holders of  Registrable  Securities  to be sold
         (which notice shall,  pursuant to clauses (iii) through (vi) hereof, be
         accompanied  by an  instruction  to suspend  the use of the  Prospectus
         until the  requisite  changes have been made) as promptly as reasonably
         possible  (and, in the case of (i)(A) below,  not less than one Trading
         Day prior to such filing) and (if requested by any such Person) confirm
         such notice in writing no later than one Trading Day  following the day
         (i)(A) when a Prospectus or any Prospectus supplement or post-effective
         amendment to a Registration Statement is proposed to be filed; (B) when
         the Commission notifies the Company whether there will be a "review" of
         such  Registration  Statement and whenever the  Commission  comments in
         writing  on such  Registration  Statement;  and (C) with  respect  to a
         Registration Statement or any post-effective  amendment,  when the same
         has become  effective;  (ii) of any  request by the  Commission  or any
         other  federal  or  state  governmental  authority  for  amendments  or
         supplements to a Registration Statement or Prospectus or for additional
         information;  (iii) of the  issuance  by the  Commission  or any  other
         federal or state  governmental  authority of any stop order  suspending
         the  effectiveness of a Registration  Statement  covering any or all of
         the  Registrable  Securities or the initiation of any  Proceedings  for
         that  purpose;  (iv) of the receipt by the Company of any  notification
         with respect to the suspension of the  qualification  or exemption from
         qualification  of any of the  Registrable  Securities  for  sale in any
         jurisdiction,  or the  initiation or  threatening of any Proceeding for
         such  purpose;  (v) of the  occurrence  of any event or passage of time
         that  makes  the  financial   statements  included  in  a  Registration
         Statement  ineligible for inclusion  therein or any statement made in a
         Registration  Statement or Prospectus or any document  incorporated  or
         deemed to be incorporated  therein by reference  untrue in any material
         respect or that  requires any  revisions to a  Registration  Statement,
         Prospectus or other  documents so that,  in the case of a  Registration
         Statement  or the  Prospectus,  as the case may be, it will not contain
         any untrue  statement of a material  fact or omit to state any material
         fact required to be stated  therein or necessary to make the statements
         therein,  in light of the circumstances under which they were made, not
         misleading;  and  (vi)  the  occurrence  or  existence  of any  pending
         corporate  development  with  respect to the  Company  that the Company
         believes may be material and that, in the determination of the Company,
         makes it not in the best  interest  of the  Company to allow  continued
         availability of a Registration  Statement or Prospectus,  provided that
         any and all of  such  information  shall  remain  confidential  to each
         Holder  until  such  information   otherwise  becomes  public,   unless
         disclosure  by a Holder is required  by law;  PROVIDED,  FURTHER,  that
         notwithstanding  each  Holder's  agreement  to  keep  such  information
         confidential,  the  Holders  make  no  acknowledgement  that  any  such
         information is material, non-public information.

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                  (e) Use its best  efforts  to avoid the  issuance  of,  or, if
         issued,   obtain  the  withdrawal  of  (i)  any  order  suspending  the
         effectiveness  of a Registration  Statement,  or (ii) any suspension of
         the  qualification  (or  exemption  from  qualification)  of any of the
         Registrable  Securities for sale in any  jurisdiction,  at the earliest
         practicable moment.

                  (f)  Furnish  to each  Holder,  without  charge,  at least one
         conformed copy of each such  Registration  Statement and each amendment
         thereto,  including financial  statements and schedules,  all documents
         incorporated or deemed to be  incorporated  therein by reference to the
         extent  requested  by such  Person,  and  all  exhibits  to the  extent
         requested  by such Person  (including  those  previously  furnished  or
         incorporated by reference)  promptly after the filing of such documents
         with the Commission.

                  (g) Subject to the terms of this Agreement, the Company hereby
         consents to the use of such Prospectus and each amendment or supplement
         thereto by each of the selling  Holders in connection with the offering
         and sale of the Registrable  Securities  covered by such Prospectus and
         any  amendment or  supplement  thereto,  except after the giving of any
         notice pursuant to Section 3(d).

                  (h) NASD RULE 2710 FILING;  BROKER COMPENSATION.  If requested
         by a Holder,  the Company  shall  effect a filing  with  respect to the
         public offering contemplated by the Registration  Statement (an "ISSUER
         FILING")  with the National  Association  of Securities  Dealers,  Inc.
         ("NASD")  Corporate   Financing   Department   pursuant  to  NASD  Rule
         2710(b)(10)(A)(i)   within  one  Trading  Day  of  the  date  that  the
         Registration  Statement is first filed with the  Commission and pay the
         filing fee  required  by such  Issuer  Filing.  The  Company  shall use
         commercially  reasonable  efforts to pursue the Issuer Filing until the
         NASD issues a letter confirming that it does not object to the terms of
         the offering contemplated by the Registration  Statement. A copy of the
         Issuer Filing and all related correspondence with respect thereto shall
         be provided to FWS.

                  (i) Prior to any resale of Registrable Securities by a Holder,
         use its  commercially  reasonable  efforts  to  register  or qualify or
         cooperate with the selling Holders in connection with the  registration
         or qualification  (or exemption from the Registration or qualification)
         of such  Registrable  Securities for the resale by the Holder under the
         securities  or Blue Sky laws of such  jurisdictions  within  the United
         States as any  Holder  reasonably  requests  in  writing,  to keep each
         registration or qualification (or exemption therefrom) effective during
         the  Effectiveness  Period  and to do any and all other  acts or things
         reasonably necessary to enable the disposition in such jurisdictions of
         the  Registrable  Securities  covered by each  Registration  Statement;
         provided,  that the Company shall not be required to qualify  generally
         to do business in any  jurisdiction  where it is not then so qualified,
         subject the Company to any material tax in any such jurisdiction  where
         it is not then so  subject  or file a general  consent  to  service  of
         process in any such jurisdiction.

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                  (j) If requested by the Holders, cooperate with the Holders to
         facilitate  the  timely   preparation   and  delivery  of  certificates
         representing  Registrable  Securities  to be  delivered to a transferee
         pursuant to a Registration Statement, which certificates shall be free,
         to the extent permitted by the Purchase  Agreement,  of all restrictive
         legends,  and to  enable  such  Registrable  Securities  to be in  such
         denominations  and  registered  in such names as any such  Holders  may
         request.

                  (k) Upon the  occurrence  of any  event  contemplated  by this
         Section 3, as promptly as reasonably  possible under the  circumstances
         taking into account the Company's good faith  assessment of any adverse
         consequences  to the  Company  and its  stockholders  of the  premature
         disclosure of such event, prepare a supplement or amendment,  including
         a post-effective amendment, to a Registration Statement or a supplement
         to the related Prospectus or any document  incorporated or deemed to be
         incorporated therein by reference, and file any other required document
         so that, as thereafter delivered,  neither a Registration Statement nor
         such Prospectus will contain an untrue  statement of a material fact or
         omit to  state  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Holders in  accordance  with clauses (iii) through (vi) of Section 3(d)
         above to suspend the use of any Prospectus until the requisite  changes
         to such  Prospectus  have been made, then the Holders shall suspend use
         of such  Prospectus.  The Company  will use its best  efforts to ensure
         that  the  use of the  Prospectus  may be  resumed  as  promptly  as is
         practicable.  The Company shall be entitled to exercise its right under
         this  Section  3(k)  to  suspend  the  availability  of a  Registration
         Statement and Prospectus,  subject to the payment of partial liquidated
         damages  pursuant  to  Section  2(b),  for a period  not to  exceed  90
         calendar  days  (which  need not be  consecutive  days) in any 12 month
         period. ======

                  (l) Comply with all  applicable  rules and  regulations of the
         Commission.

                  (m) The Company may require each selling  Holder to furnish to
         the Company a certified  statement as to the number of shares of Common
         Stock  beneficially  owned  by such  Holder  and,  if  required  by the
         Commission,   the  natural   persons   thereof  that  have  voting  and
         dispositive  control  over the  Shares.  During  any  periods  that the
         Company is unable to meet its obligations hereunder with respect to the
         registration  of the Registrable  Securities  solely because any Holder
         fails to furnish  such  information  within  three  Trading Days of the
         Company's  request,  any  liquidated  damages that are accruing at such
         time as to such  Holder  only  shall be tolled  and any Event  that may
         otherwise  occur solely  because of such delay shall be suspended as to
         such Holder only, until such information is delivered to the Company.

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        4.  REGISTRATION  EXPENSES.  All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company whether or not any Registrable  Securities are sold pursuant to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without limitation,  fees and expenses) (A) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for trading,  (B) in compliance with applicable  state securities or Blue
Sky laws  reasonably  agreed to by the  Company in writing  (including,  without
limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable  Securities) and (C) if
not previously  paid by the Company in connection  with an Issuer  Filing,  with
respect  to any filing  that may be  required  to be made by any broker  through
which a  Holder  intends  to make  sales of  Registrable  Securities  with  NASD
Regulation,  Inc.  pursuant  to the NASD  Rule  2710,  so long as the  broker is
receiving no more than a customary brokerage  commission in connection with such
sale,  (ii)  printing  expenses  (including,  without  limitation,  expenses  of
printing certificates for Registrable  Securities),  (iii) messenger,  telephone
and delivery  expenses,  (iv) fees and disbursements of counsel for the Company,
(v)  Securities  Act  liability  insurance,  if  the  Company  so  desires  such
insurance,  and (vi) fees and  expenses  of all other  Persons  retained  by the
Company in connection with the consummation of the transactions  contemplated by
this  Agreement.  In addition,  the Company shall be responsible  for all of its
internal   expenses   incurred  in  connection  with  the  consummation  of  the
transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any broker or similar  commissions  of any Holder or, except to
the extent  provided for in the Transaction  Documents,  any legal fees or other
costs of the Holders.

        5. INDEMNIFICATION.

                  (a)  INDEMNIFICATION  BY  THE  COMPANY.   The  Company  shall,
         notwithstanding  any termination of this Agreement,  indemnify and hold
         harmless  each Holder,  the  officers,  directors,  members,  partners,
         agents,  brokers  (including  brokers  who offer  and sell  Registrable
         Securities  as  principal  as a result  of a pledge or any  failure  to
         perform under a margin call of Common Stock),  investment  advisors and
         employees (and any other Persons with a functionally equivalent role of
         a Person holding such titles,  notwithstanding  a lack of such title or
         any other  title) of each of them,  each Person who  controls  any such
         Holder  (within  the  meaning of Section  15 of the  Securities  Act or
         Section 20 of the Exchange Act) and the officers,  directors,  members,
         shareholders,  partners,  agents and  employees  (and any other Persons
         with a  functionally  equivalent  role of a Person holding such titles,
         notwithstanding  a lack of such title or any other  title) of each such
         controlling  Person, to the fullest extent permitted by applicable law,
         from and  against  any and all losses,  claims,  damages,  liabilities,
         costs (including,  without limitation,  reasonable attorneys' fees) and
         expenses  (collectively,  "LOSSES"),  as  incurred,  arising  out of or


                                       9
<PAGE>

         relating to (1) any untrue or alleged  untrue  statement  of a material
         fact contained in a Registration Statement,  any Prospectus or any form
         of  prospectus  or in any  amendment  or  supplement  thereto or in any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the statements therein (in the case of any Prospectus
         or  form  of  prospectus  or  supplement   thereto,  in  light  of  the
         circumstances  under  which they were made) not  misleading  or (2) any
         violation or alleged  violation by the Company of the  Securities  Act,
         the Exchange Act or any state securities law, or any rule or regulation
         thereunder, in connection with the performance of its obligations under
         this Agreement,  except to the extent, but only to the extent, that (i)
         such untrue  statements or omissions are based solely upon  information
         regarding  such  Holder  furnished  in writing  to the  Company by such
         Holder  expressly  for  use  therein,   or  to  the  extent  that  such
         information  relates to such Holder or such Holder's proposed method of
         distribution  of Registrable  Securities and was reviewed and expressly
         approved in writing by such Holder  expressly for use in a Registration
         Statement,  such  Prospectus  or  such  form  of  Prospectus  or in any
         amendment or supplement  thereto (it being  understood  that the Holder
         has approved Annex A hereto for this purpose) or (ii) in the case of an
         occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
         the use by such Holder of an outdated or defective Prospectus after the
         Company has  notified  such Holder in writing  that the  Prospectus  is
         outdated  or  defective  and prior to the receipt by such Holder of the
         Advice  contemplated  in Section  6(d).  The Company  shall  notify the
         Holders  promptly  of  the  institution,  threat  or  assertion  of any
         Proceeding   arising  from  or  in  connection  with  the  transactions
         contemplated by this Agreement of which the Company is aware.

                  (b) INDEMNIFICATION BY HOLDERS.  Each Holder shall,  severally
         and  not  jointly,   indemnify  and  hold  harmless  the  Company,  its
         directors, officers, agents and employees, each Person who controls the
         Company  (within  the meaning of Section 15 of the  Securities  Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling  Persons, to the fullest extent permitted
         by  applicable  law, from and against all Losses,  as incurred,  to the
         extent arising out of or based solely upon:  (x) such Holder's  failure
         to comply with the prospectus  delivery  requirements of the Securities
         Act or (y) any untrue or alleged  untrue  statement of a material  fact
         contained in any Registration Statement, any Prospectus, or any form of
         prospectus,  or in  any  amendment  or  supplement  thereto  or in  any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary  to make the  statements  therein not  misleading  (i) to the
         extent, but only to the extent,  that such untrue statement or omission
         is contained in any  information so furnished in writing by such Holder
         to  the  Company   specifically  for  inclusion  in  such  Registration
         Statement  or  such   Prospectus  or  (ii)  to  the  extent  that  such
         information relates to such Holder's proposed method of distribution of
         Registrable  Securities  and was  reviewed  and  expressly  approved in
         writing by such Holder  expressly for use in a  Registration  Statement
         (it being  understood  that the Holder has approved  Annex A hereto for
         this  purpose),  such  Prospectus  or such form of Prospectus or in any
         amendment or supplement thereto or (ii) in the case of an occurrence of
         an event of the type  specified in Section  3(d)(iii)-(vi),  the use by
         such Holder of an outdated or  defective  Prospectus  after the Company
         has notified such Holder in writing that the  Prospectus is outdated or
         defective  and  prior  to the  receipt  by such  Holder  of the  Advice
         contemplated  in Section  6(d).  In no event shall the liability of any
         selling Holder hereunder be greater in amount than the dollar amount of
         the  net  proceeds  received  by  such  Holder  upon  the  sale  of the
         Registrable Securities giving rise to such indemnification obligation.

                                       10
<PAGE>

                  (c) CONDUCT OF INDEMNIFICATION  PROCEEDINGS. If any Proceeding
         shall be brought or asserted  against any Person  entitled to indemnity
         hereunder  (an  "INDEMNIFIED  PARTY"),  such  Indemnified  Party  shall
         promptly   notify  the  Person  from  whom  indemnity  is  sought  (the
         "INDEMNIFYING PARTY") in writing, and the Indemnifying Party shall have
         the right to assume the defense  thereof,  including the  employment of
         counsel  reasonably  satisfactory  to the  Indemnified  Party  and  the
         payment of all fees and expenses  incurred in  connection  with defense
         thereof;  provided,  that the failure of any Indemnified  Party to give
         such notice shall not relieve the Indemnifying Party of its obligations
         or  liabilities  pursuant to this  Agreement,  except (and only) to the
         extent  that it shall be  finally  determined  by a court of  competent
         jurisdiction  (which  determination is not subject to appeal or further
         review) that such failure shall have prejudiced the Indemnifying Party.

                        An  Indemnified  Party  shall  have the  right to employ
         separate  counsel  in any such  Proceeding  and to  participate  in the
         defense thereof,  but the fees and expenses of such counsel shall be at
         the  expense  of such  Indemnified  Party or  Parties  unless:  (1) the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the  Indemnifying  Party shall have  failed  promptly to assume the
         defense  of  such   Proceeding   and  to  employ   counsel   reasonably
         satisfactory to such Indemnified  Party in any such Proceeding;  or (3)
         the named  parties  to any such  Proceeding  (including  any  impleaded
         parties)  include  both such  Indemnified  Party  and the  Indemnifying
         Party, and counsel to the Indemnified  Party shall  reasonably  believe
         that a material  conflict  of  interest  is likely to exist if the same
         counsel were to represent such  Indemnified  Party and the Indemnifying
         Party  (in  which  case,  if  such   Indemnified   Party  notifies  the
         Indemnifying Party in writing that it elects to employ separate counsel
         at the expense of the Indemnifying  Party, the Indemnifying Party shall
         not have the right to assume the  defense  thereof  and the  reasonable
         fees and expenses of no more than one separate  counsel shall be at the
         expense of the Indemnifying Party). The Indemnifying Party shall not be
         liable for any settlement of any such Proceeding  effected  without its
         written  consent,  which consent shall not be unreasonably  withheld or
         delayed. No Indemnifying Party shall, without the prior written consent
         of  the  Indemnified  Party,  effect  any  settlement  of  any  pending
         Proceeding in respect of which any Indemnified Party is a party, unless
         such settlement  includes an unconditional  release of such Indemnified
         Party from all liability on claims that are the subject  matter of such
         Proceeding.

                        Subject to the terms of this  Agreement,  all reasonable
         fees and expenses of the Indemnified  Party (including  reasonable fees
         and expenses to the extent incurred in connection with investigating or
         preparing to defend such Proceeding in a manner not  inconsistent  with
         this  Section)  shall be paid to the  Indemnified  Party,  as incurred,
         within ten Trading Days of written notice  thereof to the  Indemnifying
         Party;  provided,  that the Indemnified Party shall promptly  reimburse
         the  Indemnifying  Party for that  portion  of such  fees and  expenses
         applicable  to  such  actions  for  which  such  Indemnified  Party  is
         judicially determined to be not entitled to indemnification hereunder.

                                       11
<PAGE>

                  (d) CONTRIBUTION. If the indemnification under Section 5(a) or
         5(b) is unavailable to an Indemnified  Party or insufficient to hold an
         Indemnified Party harmless for any Losses, then each Indemnifying Party
         shall  contribute  to the amount  paid or  payable by such  Indemnified
         Party,  in such  proportion as is  appropriate  to reflect the relative
         fault of the  Indemnifying  Party and  Indemnified  Party in connection
         with the actions,  statements or omissions that resulted in such Losses
         as well as any other relevant  equitable  considerations.  The relative
         fault  of such  Indemnifying  Party  and  Indemnified  Party  shall  be
         determined by reference  to, among other things,  whether any action in
         question,  including  any  untrue  or  alleged  untrue  statement  of a
         material fact or omission or alleged  omission of a material  fact, has
         been taken or made by, or  relates to  information  supplied  by,  such
         Indemnifying  Party or  Indemnified  Party,  and the parties'  relative
         intent, knowledge,  access to information and opportunity to correct or
         prevent such action,  statement or omission. The amount paid or payable
         by a party as a  result  of any  Losses  shall be  deemed  to  include,
         subject to the limitations set forth in this Agreement,  any reasonable
         attorneys'  or  other  fees  or  expenses  incurred  by such  party  in
         connection with any Proceeding to the extent such party would have been
         indemnified for such fees or expenses if the  indemnification  provided
         for in this Section was available to such party in accordance  with its
         terms.

                        The parties  hereto  agree that it would not be just and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata  allocation or by any other method of allocation  that does
         not take into account the equitable  considerations  referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section  5(d),  no  Holder  shall be  required  to  contribute,  in the
         aggregate, any amount in excess of the amount by which the net proceeds
         actually  received  by such  Holder  from the  sale of the  Registrable
         Securities  subject to the Proceeding exceeds the amount of any damages
         that such Holder has  otherwise  been required to pay by reason of such
         untrue or alleged untrue statement or omission or alleged omission.

                  The indemnity and  contribution  agreements  contained in this
         Section are in addition to any liability that the Indemnifying  Parties
         may have to the Indemnified Parties.

        6. MISCELLANEOUS.

         (a) REMEDIES. In the event of a breach by the Company or by a Holder of
any of their  respective  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
shall be entitled to specific  performance  of its rights under this  Agreement.
The  Company  and each  Holder  agree that  monetary  damages  would not provide
adequate compensation for any losses incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event
of any action for specific  performance in respect of such breach,  it shall not
assert or shall waive the defense that a remedy at law would be adequate.

                                       12
<PAGE>

         (b) NO PIGGYBACK ON REGISTRATIONS. Except as set forth on SCHEDULE 6(B)
attached hereto, neither the Company nor any of its security holders (other than
the Holders in such  capacity  pursuant  hereto) may include  securities  of the
Company in the Registration  Statements  other than the Registrable  Securities.
The  Company  shall  not  file  any  other  registration  statements  until  all
Registrable  Securities are registered pursuant to a Registration Statement that
is declared  effective by the Commission,  provided that this Section 6(b) shall
not prohibit the Company from filing amendments to registration statements filed
prior to the date of this Agreement.

         (c)  COMPLIANCE.  Each Holder  covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it in connection with sales of Registrable Securities pursuant to a Registration
Statement.

         (d)  DISCONTINUED  DISPOSITION.   By  its  acquisition  of  Registrable
Securities,  each Holder agrees that,  upon receipt of a notice from the Company
of the  occurrence  of any  event of the kind  described  in  Section  3(d)(iii)
through  (vi),  such  Holder  will  forthwith  discontinue  disposition  of such
Registrable  Securities  under a Registration  Statement  until it is advised in
writing (the "ADVICE") by the Company that the use of the applicable  Prospectus
(as it may have been  supplemented or amended) may be resumed.  The Company will
use its best efforts to ensure that the use of the  Prospectus may be resumed as
promptly as it practicable. The Company agrees and acknowledges that any periods
during  which the Holder is  required  to  discontinue  the  disposition  of the
Registrable  Securities hereunder shall be subject to the provisions of Sections
2(b) and 2(c).

         (e) PIGGY-BACK REGISTRATIONS.  If, at any time during the Effectiveness
Period,  there is not an effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit  plans,  then the Company shall send to each Holder a written  notice of
such  determination  and, if within  fifteen days after the date of such notice,
any such Holder shall so request in writing,  the Company  shall include in such
registration  statement  all or any  part of such  Registrable  Securities  such
Holder requests to be registered;  PROVIDED, HOWEVER, that the Company shall not
be required to register any Registrable Securities pursuant to this Section 6(e)
that are  eligible  for resale  pursuant  to Rule 144(k)  promulgated  under the
Securities  Act  or  that  are  the  subject  of a then  effective  Registration
Statement.

         (f) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given,  unless  the same  shall be in  writing  and  signed by the  Company  and
Holder's  holding at least 75% of the then outstanding  Registrable  Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
Holders  and that does not  directly  or  indirectly  affect the rights of other
Holders may be given by Holders of all of the  Registrable  Securities  to which
such waiver or consent relates;  PROVIDED,  HOWEVER, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

                                       13
<PAGE>

         (g) NOTICES.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Purchase Agreement.

         (h) SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign (except by merger) its rights or obligations  hereunder without the prior
written  consent  of all  of the  Holders  of the  then-outstanding  Registrable
Securities.  Each Holder may assign  their  respective  rights  hereunder in the
manner and to the Persons as permitted under the Purchase Agreement.

         (i) NO  INCONSISTENT  AGREEMENTS.  Neither  the  Company nor any of its
Subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  Subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement  with  respect  to its  securities,  that  would  have the  effect  of
impairing  the rights  granted to the  Holders in this  Agreement  or  otherwise
conflicts  with the  provisions  hereof.  Except as set forth on SCHEDULE  6(I),
neither the Company nor any of its subsidiaries has previously  entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.

         (j) EXECUTION AND  COUNTERPARTS.  This Agreement may be executed in two
or more  counterparts,  all of which when taken together 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, it being  understood that
both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile  transmission or by e-mail delivery of a ".pdf" format
data file,  such  signature  shall create a valid and binding  obligation of the
party  executing (or on whose behalf such  signature is executed)  with the same
force and effect as if such facsimile or ".pdf"  signature page were an original
thereof.

         (k) GOVERNING LAW. All questions concerning the construction, validity,
enforcement  and  interpretation  of  this  Agreement  shall  be  determined  in
accordance with the provisions of the Purchase Agreement.

         (l) CUMULATIVE  REMEDIES.  The remedies  provided herein are cumulative
and not exclusive of any other remedies provided by law.

         (m) SEVERABILITY.  If any term,  provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  commercially  reasonable  efforts to find and employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

                                       14
<PAGE>

         (n) HEADINGS.  The headings in this Agreement are for convenience only,
do not  constitute a part of the  Agreement  and shall not be deemed to limit or
affect any of the provisions hereof.

         (o)  INDEPENDENT  NATURE  OF  HOLDERS'   OBLIGATIONS  AND  RIGHTS.  The
obligations  of each  Holder  hereunder  are  several  and not  joint  with  the
obligations of any other Holder hereunder, and no Holder shall be responsible in
any way for the  performance of the  obligations of any other Holder  hereunder.
Nothing contained herein or in any other agreement or document  delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto,  shall be
deemed to  constitute  the Holders as a  partnership,  an  association,  a joint
venture or any other kind of entity,  or create a  presumption  that the Holders
are in any way  acting  in  concert  with  respect  to such  obligations  or the
transactions  contemplated by this  Agreement.  Each Holder shall be entitled to
protect and enforce its rights,  including without limitation the rights arising
out of this Agreement,  and it shall not be necessary for any other Holder to be
joined as an additional party in any proceeding for such purpose.

7. WAIVER.

(a) PRIOR REGISTRATION RIGHTS AGREEMENT. In connection with this Agreement, each
Purchaser  hereby waives its rights  pursuant to the Prior  Registration  Rights
Agreement  (the "WAIVER") and each  Purchaser  acknowledges  that this Agreement
supersedes the Prior  Registration  Rights Agreement as such Prior  Registration
Rights Agreement applies to each Purchaser (the "ACKNOWLEDGEMENT").

(b)  ACKNOWLEDGEMENT BY COMPANY.  The Company hereby acknowledges the Waiver and
Acknowledgement  by each  Purchaser  and  agrees  to carry  out its  obligations
pursuant  to  this  Agreement  in  a  manner  consistent  with  the  Waiver  and
Acknowledgement.

                              ********************



                                       15
<PAGE>





               IN WITNESS WHEREOF,  the parties have executed this  Registration
Rights Agreement as of the date first written above.

INTRAOP MEDICAL CORPORATION


By: /S/ DONALD A. GOER
----------------------
Name: Donald A. Goer
Title: CEO


Name of Holder: Bushido Capital Master Fund L.P.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ RON DAGAR
                                             -------------
Name of Authorized Signatory: Ron Dagar
Title of Authorized Signatory: Director

Name of Holder: Gamma Opportunity Capital Partners LP Class A
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ JONATHAN PERRY KNIGHT
                                             -------------------------
Name of Authorized Signatory: Jonathan Perry Knight
Title of Authorized  Signatory:  Director,  Gamma Capital Advisors Ltd. as agent
for Gamma Capital Partners LP

Name of Holder: Gamma Opportunity Capital Partners LP Class C
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ JONATHAN PERRY KNIGHT
                                             -------------------------
Name of Authorized Signatory: Jonathan Perry Knight
Title of Authorized  Signatory:  Director,  Gamma Capital Advisors Ltd. as agent
for Gamma Capital Partners LP

Name of Holder: Crestview Capital Master, LLC by Crestview Capital Partners, LLC
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ ROBERT HOYT
                                             ---------------
Name of Authorized Signatory: Robert Hoyt
Title of Authorized Signatory: Manager

Name of Holder: Dolphin Offshore Partners, L.P.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ PETER E. SALAS
                                             ------------------
Name of Authorized Signatory: Peter E. Salas
Title of Authorized Signatory: General Partner

Name of Holder: Alpha Capital Anstaht
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ KONRAD ACKERMANN
                                             --------------------
Name of Authorized Signatory: Konrad Ackermann
Title of Authorized Signatory: Director

                           [Signature Pages Continue]

                                       16
<PAGE>



Name of Holder: 4M Development, Inc.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ FRANK MEDINA
                                             ----------------
Name of Authorized Signatory: Frank G. Medina
Title of Authorized Signatory: __________________________

Name of Holder: Hans Morkner
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ HANS MORKNER
                                             ----------------
Name of Authorized Signatory: Hans Morkner
Title of Authorized Signatory:

Name of Holder: Donald A. Goer and Henci L. Goer 1998 Trust
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ DONALD A. GOER
                                             ------------------
Name of Authorized Signatory: Donald A. Goer
Title of Authorized Signatory: Trustee

Name of Holder: Tomovation Gmbh
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ MICHAEL FRIEBE
                                             ------------------
Name of Authorized Signatory: Michael Friebe
Title of Authorized Signatory: CEO and President

Name of Holder: Mestman Family Trust dated August 30, 2005
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ SCOTT MESTMAN
                                             -----------------
Name of Authorized Signatory: Scott Mestman
Title of Authorized Signatory: Trustee

Name of Holder: Donald A. Goer
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /S/ DONALD A. GOER
                                             ------------------



                                       17
<PAGE>



                                                                         ANNEX A

                              PLAN OF DISTRIBUTION

         Each Selling  Stockholder  (the "SELLING  STOCKHOLDERS")  of the common
stock and any of their pledgees,  assignees and successors-in-interest may, from
time to  time,  sell  any or all of  their  shares  of  common  stock on the OTC
Bulletin Board or any other stock exchange,  market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

         o        ordinary brokerage  transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

         o        an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        settlement  of short sales  entered  into after the  effective
                  date of the registration statement of which this prospectus is
                  a part;

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;

         o        through the writing or  settlement of options or other hedging
                  transactions,   whether   through  an  options   exchange   or
                  otherwise;

         o        a combination of any such methods of sale; or

         o        any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), if available,  rather
than under this prospectus.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

                                       18
<PAGE>

         In connection  with the sale of the common stock or interests  therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions,  which may in turn engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

         The  Selling  Stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

         The Company is required to pay certain  fees and  expenses  incurred by
the Company incident to the  registration of the shares.  The Company has agreed
to indemnify the Selling  Stockholders against certain losses,  claims,  damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters"  within
the  meaning of the  Securities  Act,  they will be  subject  to the  prospectus
delivery  requirements of the Securities Act including Rule 172  thereunder.  In
addition,  any  securities  covered by this  prospectus  which  qualify for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than under this  prospectus.  There is no  underwriter  or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

         We agreed to keep this  prospectus  effective  until the earlier of (i)
the date on which the shares may be resold by the Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

                                       19
<PAGE>

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the  distribution of the resale shares may not  simultaneously
engage in market  making  activities  with  respect to the common  stock for the
applicable  restricted  period,  as  defined  in  Regulation  M,  prior  to  the
commencement of the distribution.  In addition, the Selling Stockholders will be
subject  to  applicable  provisions  of the  Exchange  Act  and  the  rules  and
regulations  thereunder,  including  Regulation M, which may limit the timing of
purchases and sales of shares of the common stock by the Selling Stockholders or
any other  person.  We will  make  copies of this  prospectus  available  to the
Selling  Stockholders  and have  informed  them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


                                       20
<PAGE>



                                                                         ANNEX B

                           INTRAOP MEDICAL CORPORATION

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The  undersigned  beneficial  owner of common  stock (the  "REGISTRABLE
SECURITIES")  of  Intraop  Medical   Corporation,   a  Nevada  corporation  (the
"COMPANY"),  understands  that the Company has filed or intends to file with the
Securities and Exchange  Commission (the "COMMISSION") a registration  statement
(the "REGISTRATION STATEMENT") for the registration and resale under Rule 415 of
the  Securities  Act  of  1933,  as  amended  (the  "SECURITIES  ACT"),  of  the
Registrable Securities,  in accordance with the terms of the Registration Rights
Agreement  (the  "REGISTRATION  RIGHTS  AGREEMENT")  to which this  document  is
annexed.  A copy of the  Registration  Rights  Agreement is  available  from the
Company upon request at the address set forth below.  All capitalized  terms not
otherwise  defined  herein  shall  have the  meanings  ascribed  thereto  in the
Registration Rights Agreement.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

         The  undersigned  beneficial  owner (the "SELLING  SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.



                                       21
<PAGE>




The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder


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


         (b) Full Legal Name of Registered Holder (if not the same as (a) above)
through which Registrable Securities are held:


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


         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities  covered by the
                  questionnaire):


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



2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:


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

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

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Telephone:
          ---------------------------------------------------------------------
Fax:
Contact Person:

3.  BROKER-DEALER STATUS:

         (a) Are you a broker-dealer?

                                            Yes   [_]  No   [_]

         (b)      If "yes" to Section  3(a),  did you receive  your  Registrable
                  Securities as compensation for investment  banking services to
                  the Company.

                                            Yes   [_]  No   [_]

         Note:    If no, the Commission's staff has indicated that you should be
                  identified as an underwriter in the Registration Statement.

                                       22
<PAGE>

         (c) Are you an affiliate of a broker-dealer?

                                            Yes   [_]  No   [_]

         (d)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you bought the  Registrable  Securities  in the  ordinary
                  course of  business,  and at the time of the  purchase  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                                            Yes   [_]  No   [_]

         Note:    If no, the Commission's staff has indicated that you should be
                  identified as an underwriter in the Registration Statement.

4.  BENEFICIAL  OWNERSHIP  OF  SECURITIES  OF THE  COMPANY  OWNED BY THE SELLING
SECURITYHOLDER.

         EXCEPT AS SET FORTH  BELOW IN THIS ITEM 4, THE  UNDERSIGNED  IS NOT THE
         BENEFICIAL OR REGISTERED  OWNER OF ANY  SECURITIES OF THE COMPANY OTHER
         THAN THE SECURITIES ISSUABLE PURSUANT TO THE PURCHASE AGREEMENT.

         (a)  Type and  Amount  of other  securities  beneficially  owned by the
Selling Securityholder:


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





                                       23
<PAGE>




5.  RELATIONSHIPS WITH THE COMPANY:

         EXCEPT AS SET  FORTH  BELOW,  NEITHER  THE  UNDERSIGNED  NOR ANY OF ITS
         AFFILIATES,  OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (OWNERS OF
         5% OF MORE OF THE EQUITY  SECURITIES OF THE  UNDERSIGNED)  HAS HELD ANY
         POSITION OR OFFICE OR HAS HAD ANY OTHER MATERIAL  RELATIONSHIP WITH THE
         COMPANY  (OR ITS  PREDECESSORS  OR  AFFILIATES)  DURING  THE PAST THREE
         YEARS.

         State any exceptions here:


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




         The   undersigned   agrees  to  promptly  notify  the  Company  of  any
inaccuracies  or  changes  in the  information  provided  herein  that may occur
subsequent  to the date  hereof  at any time  while the  Registration  Statement
remains effective.

         By signing  below,  the  undersigned  consents to the disclosure of the
information  contained  herein  in its  answers  to  Items 1  through  5 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:                                Beneficial Owner:
       --------------------------                       -----------------------

                                      By:
                                           ------------------------------------
                                           Name:
                                           Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:



                                       24