EXHIBIT 4.15

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THIS  SECURITY  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                           INTRAOP MEDICAL CORPORATION


Warrant Shares: ______                  Initial Exercise Date: January __, 2007


                  THIS COMMON STOCK PURCHASE  WARRANT (the "WARRANT")  certifies
that, for value received,  _____________ (the "HOLDER"),  is entitled,  upon the
terms and subject to the limitations on exercise and the conditions  hereinafter
set forth, at any time on or after the date hereof (the "INITIAL EXERCISE DATE")
and on or  prior to the  close  of  business  on the 5 year  anniversary  of the
Initial Exercise Date (the "TERMINATION DATE") but not thereafter,  to subscribe
for and purchase from Intraop Medical  Corporation,  a Nevada  corporation  (the
"COMPANY"),  up to ______  shares (the "WARRANT  SHARES") of common  stock,  par
value $0.001 per share, of the Company (the "COMMON STOCK").  The purchase price
of one share of Common Stock under this  Warrant  shall be equal to the Exercise
Price, as defined in Section 2(b).

         SECTION  1.  DEFINITIONS.  Capitalized  terms  used  and not  otherwise
defined  herein shall have the  meanings  set forth in that  certain  Securities
Purchase Agreement (the "PURCHASE AGREEMENT"), dated January __, 2007, among the
Company and the purchasers signatory thereto.

         SECTION 2.        EXERCISE.
         ---------         --------

                  a)  EXERCISE  OF  WARRANT.  Exercise  of the  purchase  rights
         represented  by this Warrant may be made,  in whole or in part,  at any
         time or times on or after the  Initial  Exercise  Date and on or before
         the  Termination  Date by delivery  to the  Company of a duly  executed
         facsimile  copy of the Notice of Exercise Form annexed  hereto (or such
         other office or agency of the Company as it may  designate by notice in
         writing  to  the  registered  Holder  at the  address  of  such  Holder
         appearing on the books of the Company);  and,  within 3 Trading Days of
         the date said Notice of  Exercise  is  delivered  to the  Company,  the
         Company shall have received payment of the aggregate  Exercise Price of
         the shares thereby  purchased by wire transfer or cashier's check drawn
         on a  United  States  bank.  Notwithstanding  anything  herein  to  the
         contrary, the Holder shall not be required to physically surrender this
         Warrant  to the  Company  until the  Holder  has  purchased  all of the
         Warrant Shares  available  hereunder and the Warrant has been exercised
         in full, in which case, the Holder shall  surrender this Warrant to the
         Company for  cancellation  within 3 Trading  Days of the date the final
         Notice of Exercise is delivered to the  Company.  Partial  exercises of
         this Warrant resulting in purchases of a portion of the total number of
         Warrant Shares  available  hereunder  shall have the effect of lowering
         the outstanding  number of Warrant Shares  purchasable  hereunder in an
         amount equal to the applicable number of Warrant Shares purchased.  The
         Holder and the Company  shall  maintain  records  showing the number of
         Warrant Shares  purchased and the date of such  purchases.  The Company
         shall  deliver any  objection  to any Notice of Exercise  Form within 1
         Business Day of receipt of such notice.  In the event of any dispute or
         discrepancy,  the  records  of the  Holder  shall  be  controlling  and
         determinative  in the  absence of  manifest  error.  The Holder and any
         assignee, by acceptance of this Warrant, acknowledge and agree that, by
         reason of the provisions of this paragraph, following the purchase of a
         portion of the Warrant Shares  hereunder,  the number of Warrant Shares
         available for purchase hereunder at any given time may be less than the
         amount stated on the face hereof.

                                       1
<PAGE>

b)       EXERCISE PRICE.  The exercise price per share of the Common Stock under
         this  Warrant  shall be $0.28,  subject to  adjustment  hereunder  (the
         "EXERCISE PRICE").

c)       CASHLESS  EXERCISE.  If at any time  after  one  year  from the date of
         issuance of this Warrant there is no effective  Registration  Statement
         registering,  or no current prospectus available for, the resale of the
         Warrant  Shares by the Holder,  then this Warrant may also be exercised
         at such time by means of a  "cashless  exercise"  in which  the  Holder
         shall be  entitled to receive a  certificate  for the number of Warrant
         Shares equal to the quotient  obtained by dividing  [(A-B) (X)] by (A),
         where:

         (A)    = the VWAP on the Trading Day  immediately  preceding the date
                  of such election;

         (B)    = the Exercise Price of this Warrant, as adjusted; and

         (X)    = the number of Warrant Shares  issuable upon exercise of this
                  Warrant in accordance  with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

                  Notwithstanding  anything  herein  to  the  contrary,  on  the
         Termination  Date,  this Warrant shall be  automatically  exercised via
         cashless exercise pursuant to this Section 2(c).

                                       2
<PAGE>

                  d) HOLDER'S  RESTRICTIONS.  The  Company  shall not effect any
         exercise  of this  Warrant,  and a Holder  shall  not have the right to
         exercise  any  portion of this  Warrant,  pursuant  to Section  2(c) or
         otherwise,  to the extent  that after  giving  effect to such  issuance
         after exercise as set forth on the applicable Notice of Exercise,  such
         Holder (together with such Holder's Affiliates, and any other person or
         entity  acting  as a group  together  with  such  Holder or any of such
         Holder's  Affiliates),  as  set  forth  on  the  applicable  Notice  of
         Exercise,  would beneficially own in excess of the Beneficial Ownership
         Limitation (as defined below). For purposes of the foregoing  sentence,
         the number of shares of Common Stock  beneficially owned by such Holder
         and its  Affiliates  shall include the number of shares of Common Stock
         issuable  upon  exercise  of this  Warrant  with  respect to which such
         determination  is being made, but shall exclude the number of shares of
         Common  Stock  which  would  be  issuable  upon  (A)  exercise  of  the
         remaining,  nonexercised  portion of this Warrant beneficially owned by
         such Holder or any of its  Affiliates and (B) exercise or conversion of
         the unexercised or nonconverted  portion of any other securities of the
         Company  (including,   without  limitation,  any  other  Debentures  or
         Warrants)  subject to a limitation on conversion or exercise  analogous
         to the limitation contained herein beneficially owned by such Holder or
         any of its affiliates.  Except as set forth in the preceding  sentence,
         for  purposes  of this  Section  2(d),  beneficial  ownership  shall be
         calculated in accordance with Section 13(d) of the Exchange Act and the
         rules and regulations promulgated thereunder,  it being acknowledged by
         a Holder that the Company is not  representing to such Holder that such
         calculation is in compliance with Section 13(d) of the Exchange Act and
         such  Holder is solely  responsible  for any  schedules  required to be
         filed in  accordance  therewith.  To the  extent  that  the  limitation
         contained in this Section 2(d) applies,  the  determination  of whether
         this Warrant is exercisable (in relation to other  securities  owned by
         such Holder  together  with any  Affiliates)  and of which a portion of
         this  Warrant  is  exercisable  shall  be in the sole  discretion  of a
         Holder,  and the  submission of a Notice of Exercise shall be deemed to
         be each Holder's  determination  of whether this Warrant is exercisable
         (in relation to other securities owned by such Holder together with any
         Affiliates)  and of which  portion of this Warrant is  exercisable,  in
         each case  subject to such  aggregate  percentage  limitation,  and the
         Company  shall have no  obligation to verify or confirm the accuracy of
         such determination. In addition, a determination as to any group status
         as  contemplated  above shall be determined in accordance  with Section
         13(d) of the  Exchange  Act and the rules and  regulations  promulgated
         thereunder.  For  purposes of this Section  2(d),  in  determining  the
         number of outstanding  shares of Common Stock, a Holder may rely on the
         number of  outstanding  shares of Common  Stock as reflected in (x) the
         Company's  most recent Form 10-QSB or Form 10-KSB,  as the case may be,
         (y) a more recent public  announcement  by the Company or (z) any other
         notice by the Company or the Company's Transfer Agent setting forth the
         number of shares of Common Stock outstanding.  Upon the written or oral
         request of a Holder,  the Company shall within two Trading Days confirm
         orally  and in  writing  to such  Holder the number of shares of Common
         Stock then outstanding.  In any case, the number of outstanding  shares
         of  Common  Stock  shall  be  determined  after  giving  effect  to the
         conversion  or exercise of securities  of the Company,  including  this
         Warrant,  by such Holder or its  Affiliates  since the date as of which
         such number of  outstanding  shares of Common Stock was  reported.  The
         "BENEFICIAL  OWNERSHIP  LIMITATION"  shall be 4.99%  of the  number  of
         shares of the Common Stock outstanding  immediately after giving effect
         to the issuance of shares of Common  Stock  issuable  upon  exercise of
         this Warrant. The Beneficial  Ownership  Limitation  provisions of this
         Section  2(d) may be waived by such  Holder,  at the  election  of such
         Holder,  upon not less than 61 days'  prior  notice to the  Company  to
         change the  Beneficial  Ownership  Limitation to 9.99% of the number of
         shares of the Common Stock outstanding  immediately after giving effect
         to the  issuance  of shares  of  Common  Stock  upon  exercise  of this
         Warrant,  and the  provisions  of this Section  2(d) shall  continue to
         apply.  Upon  such a change  by a Holder  of the  Beneficial  Ownership
         Limitation  from such 4.99%  limitation to such 9.99%  limitation,  the
         Beneficial  Ownership  Limitation  may not be  further  waived  by such
         Holder.  The  provisions  of this  paragraph  shall  be  construed  and
         implemented in a manner  otherwise than in strict  conformity  with the
         terms of this Section 2(d) to correct  this  paragraph  (or any portion
         hereof)  which  may be  defective  or  inconsistent  with the  intended
         Beneficial  Ownership Limitation herein contained or to make changes or
         supplements  necessary  or  desirable  to properly  give effect to such
         limitation.  The limitations contained in this paragraph shall apply to
         a successor holder of this Warrant.

                                       3
<PAGE>

                  e) MECHANICS OF EXERCISE.

                           i.  AUTHORIZATION  OF  WARRANT  SHARES.  The  Company
                  covenants that all Warrant Shares which may be issued upon the
                  exercise of the purchase  rights  represented  by this Warrant
                  will, upon exercise of the purchase rights represented by this
                  Warrant,  be duly authorized,  validly issued,  fully paid and
                  nonassessable  and free  from all  taxes,  liens  and  charges
                  created by the Company in respect of the issue thereof  (other
                  than   taxes   in   respect   of   any   transfer    occurring
                  contemporaneously with such issue).

                           ii.   DELIVERY   OF   CERTIFICATES   UPON   EXERCISE.
                  Certificates   for  shares   purchased   hereunder   shall  be
                  transmitted by the transfer agent of the Company to the Holder
                  by crediting the account of the Holder's prime broker with the
                  Depository Trust Company through its Deposit  Withdrawal Agent
                  Commission  ("DWAC") system if the Company is a participant in
                  such system, and otherwise by physical delivery to the address
                  specified  by the  Holder in the Notice of  Exercise  within 3
                  Trading Days from the delivery to the Company of the Notice of
                  Exercise  Form,  surrender of this Warrant (if  required)  and
                  payment of the  aggregate  Exercise  Price as set forth  above
                  ("WARRANT SHARE DELIVERY DATE").  This Warrant shall be deemed
                  to have  been  exercised  on the  date the  Exercise  Price is
                  received by the Company. The Warrant Shares shall be deemed to
                  have been issued, and Holder or any other person so designated
                  to be named therein shall be deemed to have become a holder of
                  record of such  shares  for all  purposes,  as of the date the
                  Warrant  has been  exercised  by payment to the Company of the
                  Exercise Price (or by cashless exercise, if permitted) and all
                  taxes required to be paid by the Holder,  if any,  pursuant to
                  Section  2(e)(vii) prior to the issuance of such shares,  have
                  been paid.

                                       4
<PAGE>

                           iii. DELIVERY OF NEW WARRANTS UPON EXERCISE.  If this
                  Warrant shall have been  exercised in part, the Company shall,
                  at the request of a Holder and upon  surrender of this Warrant
                  certificate,  at the time of  delivery of the  certificate  or
                  certificates  representing Warrant Shares, deliver to Holder a
                  new Warrant  evidencing  the rights of Holder to purchase  the
                  unpurchased  Warrant Shares called for by this Warrant,  which
                  new Warrant shall in all other respects be identical with this
                  Warrant.

                           iv. RESCISSION  RIGHTS. If the Company fails to cause
                  its transfer  agent to transmit to the Holder a certificate or
                  certificates  representing the Warrant Shares pursuant to this
                  Section  2(e)(iv) by the Warrant Share Delivery Date, then the
                  Holder will have the right to rescind such exercise.

                           v.  COMPENSATION  FOR  BUY-IN  ON  FAILURE  TO TIMELY
                  DELIVER  CERTIFICATES UPON EXERCISE.  In addition to any other
                  rights available to the Holder,  if the Company fails to cause
                  its transfer  agent to transmit to the Holder a certificate or
                  certificates  representing  the Warrant Shares  pursuant to an
                  exercise on or before the Warrant Share  Delivery Date, and if
                  after  such  date the  Holder  is  required  by its  broker to
                  purchase (in an open market  transaction  or otherwise) or the
                  Holder's brokerage firm otherwise purchases,  shares of Common
                  Stock to  deliver in  satisfaction  of a sale by the Holder of
                  the Warrant Shares which the Holder anticipated receiving upon
                  such exercise (a "BUY-IN"),  then the Company shall (1) pay in
                  cash to the Holder the amount by which (x) the Holder's  total
                  purchase price (including brokerage  commissions,  if any) for
                  the shares of Common Stock so purchased exceeds (y) the amount
                  obtained by multiplying  (A) the number of Warrant Shares that
                  the  Company  was   required  to  deliver  to  the  Holder  in
                  connection  with the  exercise at issue times (B) the price at
                  which the sell order giving rise to such  purchase  obligation
                  was  executed,  and (2) at the  option of the  Holder,  either
                  reinstate the portion of the Warrant and equivalent  number of
                  Warrant  Shares for which  such  exercise  was not  honored or
                  deliver to the  Holder  the  number of shares of Common  Stock
                  that would have been  issued had the Company  timely  complied
                  with its  exercise  and delivery  obligations  hereunder.  For
                  example,  if the Holder  purchases Common Stock having a total
                  purchase price of $11,000 to cover a Buy-In with respect to an
                  attempted exercise of shares of Common Stock with an aggregate
                  sale price giving rise to such purchase obligation of $10,000,
                  under  clause (1) of the  immediately  preceding  sentence the
                  Company shall be required to pay the Holder $1,000. The Holder
                  shall  provide  the  Company  written  notice  indicating  the
                  amounts  payable to the  Holder in respect of the Buy-In  and,
                  upon  request of the  Company,  evidence of the amount of such
                  loss.  Nothing  herein shall limit a Holder's  right to pursue
                  any other  remedies  available to it  hereunder,  at law or in
                  equity  including,  without  limitation,  a decree of specific
                  performance  and/or  injunctive  relief  with  respect  to the
                  Company's failure to timely deliver certificates  representing
                  shares  of  Common  Stock  upon  exercise  of the  Warrant  as
                  required pursuant to the terms hereof.

                                       5
<PAGE>

                           vi. NO  FRACTIONAL  SHARES OR  SCRIP.  No  fractional
                  shares or scrip representing fractional shares shall be issued
                  upon the  exercise of this  Warrant.  As to any  fraction of a
                  share which  Holder  would  otherwise  be entitled to purchase
                  upon such exercise, the Company shall at its election,  either
                  pay a cash  adjustment in respect of such final fraction in an
                  amount equal to such fraction multiplied by the Exercise Price
                  or round up to the next whole share.

                           vii.  CHARGES,   TAXES  AND  EXPENSES.   Issuance  of
                  certificates  for Warrant  Shares shall be made without charge
                  to  the  Holder  for  any  issue  or  transfer  tax  or  other
                  incidental   expense  in  respect  of  the  issuance  of  such
                  certificate,  all of which taxes and expenses shall be paid by
                  the Company, and such certificates shall be issued in the name
                  of the Holder or in such name or names as may be  directed  by
                  the Holder; PROVIDED,  HOWEVER, that in the event certificates
                  for  Warrant  Shares are to be issued in a name other than the
                  name of the Holder, this Warrant when surrendered for exercise
                  shall be accompanied by the  Assignment  Form attached  hereto
                  duly executed by the Holder; and the Company may require, as a
                  condition  thereto,   the  payment  of  a  sum  sufficient  to
                  reimburse it for any transfer tax incidental thereto.

                           viii.  CLOSING OF BOOKS.  The Company  will not close
                  its stockholder  books or records in any manner which prevents
                  the timely  exercise  of this  Warrant,  pursuant to the terms
                  hereof.

         SECTION 3.        CERTAIN ADJUSTMENTS.
         ----------        --------------------

         a) STOCK DIVIDENDS AND SPLITS.  If the Company,  at any time while this
Warrant  is  outstanding:  (A)  pays  a  stock  dividend  or  otherwise  make  a
distribution or  distributions on shares of its Common Stock or any other equity
or equity equivalent  securities  payable in shares of Common Stock (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the
Company upon exercise of this  Warrant),  (B) subdivides  outstanding  shares of
Common Stock into a larger number of shares,  (C) combines  (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares,  or (D) issues by  reclassification  of shares of the  Common  Stock any
shares of capital  stock of the Company,  then in each case the  Exercise  Price
shall be multiplied by a fraction of which the numerator  shall be the number of
shares  of  Common  Stock  (excluding   treasury  shares,  if  any)  outstanding
immediately  before such event and of which the denominator  shall be the number
of shares of Common  Stock  outstanding  immediately  after  such  event and the
number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted.  Any  adjustment  made  pursuant  to this  Section  3(a) shall  become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or re-classification.

                                       6
<PAGE>

         b) SUBSEQUENT  EQUITY SALES. If the Company or any Subsidiary  thereof,
as applicable, at any time while this Warrant is outstanding, shall offer, sell,
grant any option to  purchase  or offer,  sell or grant any right to reprice its
securities, or otherwise dispose of or issue (or announce any offer, sale, grant
or any option to purchase or other disposition) any Common Stock or Common Stock
Equivalents  entitling  any  Person to  acquire  shares of Common  Stock,  at an
effective  price per share less than the then Exercise  Price (such lower price,
the "BASE SHARE PRICE" and such issuances  collectively,  a "DILUTIVE ISSUANCE")
(if the holder of the Common Stock or Common Stock  Equivalents  so issued shall
at  any  time,  whether  by  operation  of  purchase  price  adjustments,  reset
provisions,  floating conversion,  exercise or exchange prices or otherwise,  or
due to warrants, options or rights per share which are issued in connection with
such  issuance,  be entitled to receive  shares of Common  Stock at an effective
price per share which is less than the Exercise  Price,  such issuance  shall be
deemed to have  occurred  for less than the  Exercise  Price on the date of such
Dilutive  Issuance),  then (a) the  Exercise  Price  shall be  reduced  and only
reduced by multiplying the Exercise Price by a fraction,  the numerator of which
is the number of shares of Common Stock issued and outstanding immediately prior
to the  Dilutive  Issuance  plus the number of shares of Common  Stock which the
offering  price for such Dilutive  Issuance  would purchase at the then Exercise
Price,  and the denominator of which shall be the sum of the number of shares of
Common Stock issued and outstanding  immediately  prior to the Dilutive Issuance
plus the number of shares of Common  Stock so issued or issuable  in  connection
with the  Dilutive  Issuance  and (b) the  number  of  Warrant  Shares  issuable
hereunder  shall be increased  such that the  aggregate  Exercise  Price payable
hereunder,  after taking into account the decrease in the Exercise Price,  shall
be  equal  to the  aggregate  Exercise  Price  prior  to such  adjustment.  Such
adjustment shall be made whenever such Common Stock or Common Stock  Equivalents
are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or
issued  under this Section  3(b) in respect of an Exempt  Issuance.  The Company
shall notify the Holder in writing,  no later than the Trading Day following the
issuance  of any  Common  Stock or  Common  Stock  Equivalents  subject  to this
section,  indicating therein the applicable  issuance price, or applicable reset
price, exchange price, conversion price and other pricing terms (such notice the
"DILUTIVE ISSUANCE NOTICE").  For purposes of clarification,  whether or not the
Company provides a Dilutive  Issuance Notice pursuant to this Section 3(b), upon
the  occurrence  of any  Dilutive  Issuance,  after  the  date of such  Dilutive
Issuance the Holder is entitled to receive a number of Warrant Shares based upon
the Base Share Price regardless of whether the Holder  accurately  refers to the
Base Share Price in the Notice of Exercise.

         c) SUBSEQUENT RIGHTS OFFERINGS.  If the Company,  at any time while the
Warrant is outstanding,  shall issue rights,  options or warrants to all holders
of Common Stock (and not to Holders) entitling them to subscribe for or purchase
shares of Common Stock at a price per share less than the Exercise  Price at the
record date  mentioned  below,  then the Exercise Price shall be multiplied by a
fraction,  of which the denominator  shall be the number of shares of the Common
Stock  outstanding  on the date of issuance of such rights or warrants  plus the
number  of  additional  shares of  Common  Stock  offered  for  subscription  or
purchase, and of which the numerator shall be the number of shares of the Common
Stock  outstanding  on the date of issuance of such rights or warrants  plus the
number  of shares  which the  aggregate  offering  price of the total  number of
shares so offered  (assuming receipt by the Company in full of all consideration
payable upon exercise of such rights, options or warrants) would purchase at the
Exercise Price.  Such adjustment  shall be made whenever such rights or warrants
are issued, and shall become effective immediately after the record date for the
determination  of  stockholders  entitled  to receive  such  rights,  options or
warrants.

                                       7
<PAGE>

         d) PRO RATA  DISTRIBUTIONS.  If the  Company,  at any time prior to the
Termination  Date,  shall  distribute to all holders of Common Stock (and not to
Holders of the Warrants) evidences of its indebtedness or assets (including cash
and cash  dividends)  or rights or warrants  to  subscribe  for or purchase  any
security  other than the Common Stock (which shall be subject to Section  3(b)),
then in each such case the Exercise Price shall be adjusted by  multiplying  the
Exercise  Price  in  effect  immediately  prior to the  record  date  fixed  for
determination  of  stockholders  entitled  to  receive  such  distribution  by a
fraction of which the  denominator  shall be the  average of the 10  consecutive
VWAPs  determined  immediately  prior to the record date mentioned above, and of
which the numerator shall be such average of the VWAPs immediately prior to such
record date less the then per share fair market value at such record date of the
portion of such assets or evidence of indebtedness so distributed  applicable to
one  outstanding  share  of the  Common  Stock  as  determined  by the  Board of
Directors in good faith. In either case the adjustments  shall be described in a
statement  provided  to the  Holder of the  portion  of assets or  evidences  of
indebtedness so distributed or such subscription  rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made and shall  become  effective  immediately  after the record date  mentioned
above.

         e)  FUNDAMENTAL  TRANSACTION.  If, at any time  while  this  Warrant is
outstanding,  (A) the Company effects any merger or consolidation of the Company
with  or into  another  Person,  (B)  the  Company  effects  any  sale of all or
substantially all of its assets in one or a series of related transactions,  (C)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant to which  holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (D) the Company
effects  any  reclassification  of the  Common  Stock  or any  compulsory  share
exchange  pursuant to which the Common Stock is  effectively  converted  into or
exchanged   for  other   securities,   cash  or  property   (each   "FUNDAMENTAL
TRANSACTION"),  then, upon any subsequent  exercise of this Warrant,  the Holder
shall have the right to  receive,  for each  Warrant  Share that would have been
issuable  upon  such  exercise  immediately  prior  to the  occurrence  of  such
Fundamental  Transaction,  the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and any additional consideration (the "ALTERNATE CONSIDERATION") receivable as a


                                       8
<PAGE>

result of such merger, consolidation or disposition of assets by a Holder of the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior  to such  event.  For  purposes  of any  such  exercise,  the
determination of the Exercise Price shall be appropriately  adjusted to apply to
such  Alternate  Consideration  based on the amount of  Alternate  Consideration
issuable  in  respect  of  one  share  of  Common  Stock  in  such   Fundamental
Transaction,  and the  Company  shall  apportion  the  Exercise  Price among the
Alternate  Consideration in a reasonable manner reflecting the relative value of
any different  components of the Alternate  Consideration.  If holders of Common
Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction,  then the Holder shall be given the same choice as
to the  Alternate  Consideration  it receives  upon any exercise of this Warrant
following such  Fundamental  Transaction.  To the extent necessary to effectuate
the foregoing  provisions,  any successor to the Company or surviving  entity in
such Fundamental  Transaction shall issue to the Holder a new warrant consistent
with the foregoing provisions and evidencing the Holder's right to exercise such
warrant into  Alternate  Consideration.  The terms of any agreement  pursuant to
which a Fundamental  Transaction is effected  shall include terms  requiring any
such successor or surviving entity to comply with the provisions of this Section
3(e) and insuring that this Warrant (or any such  replacement  security) will be
similarly  adjusted upon any subsequent  transaction  analogous to a Fundamental
Transaction.  Notwithstanding  anything  to  the  contrary,  in the  event  of a
Fundamental  Transaction that is (1) an all cash transaction,  (2) a "Rule 13e-3
transaction" as defined in Rule 13e-3 under the Securities Exchange Act of 1934,
as amended,  or (3) a Fundamental  Transaction  involving a person or entity not
traded on a national securities  exchange,  the Nasdaq Global Select Market, the
Nasdaq Global Market,  the Nasdaq Capital  Market,  the Company or any successor
entity shall pay at the Holder's  option,  exercisable at any time  concurrently
with or within 30 days after the consummation of the Fundamental Transaction, an
amount of cash equal to the value of this Warrant as  determined  in  accordance
with the Black-Scholes option pricing formula using an expected volatility equal
to the 100 day  historical  price  volatility  obtained from the HVT function on
Bloomberg  L.P.  as  of  the  trading  day  immediately   prior  to  the  public
announcement of the Fundamental Transaction.

         f) CALCULATIONS. All calculations under this Section 3 shall be made to
the  nearest  cent or the  nearest  1/100th of a share,  as the case may be. For
purposes of this  Section 3, the number of shares of Common  Stock  deemed to be
issued  and  outstanding  as of a given  date  shall be the sum of the number of
shares  of  Common  Stock  (excluding   treasury  shares,  if  any)  issued  and
outstanding.

         g) VOLUNTARY  ADJUSTMENT BY COMPANY. The Company may at any time during
the term of this Warrant  reduce the then current  Exercise  Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

         h) NOTICE TO HOLDER.

                  i. ADJUSTMENT TO EXERCISE  PRICE.  Whenever the Exercise Price
         is adjusted  pursuant to any  provision  of this Section 3, the Company
         shall  promptly mail to the Holder a notice  setting forth the Exercise
         Price after such  adjustment and setting forth a brief statement of the
         facts requiring such adjustment.  If the Company enters into a Variable
         Rate  Transaction  (as defined in the Purchase  Agreement)  despite the
         prohibition  thereon in the Purchase  Agreement,  the Company  shall be
         deemed to have issued Common Stock or Common Stock  Equivalents  at the
         lowest  possible  conversion or exercise price at which such securities
         may be converted or exercised.

                                       9
<PAGE>

                  ii.  NOTICE TO ALLOW  EXERCISE  BY HOLDER.  If (A) the Company
         shall declare a dividend (or any other  distribution  in whatever form)
         on  the  Common  Stock;   (B)  the  Company  shall  declare  a  special
         nonrecurring  cash dividend on or a redemption of the Common Stock; (C)
         the Company  shall  authorize the granting to all holders of the Common
         Stock  rights or warrants to  subscribe  for or purchase  any shares of
         capital  stock of any class or of any rights;  (D) the  approval of any
         stockholders  of the Company shall be required in  connection  with any
         reclassification  of the Common Stock,  any  consolidation or merger to
         which  the  Company  is a  party,  any  sale  or  transfer  of  all  or
         substantially all of the assets of the Company, of any compulsory share
         exchange  whereby the Common Stock is converted into other  securities,
         cash or property;  (E) the Company  shall  authorize  the  voluntary or
         involuntary  dissolution,  liquidation  or winding up of the affairs of
         the Company;  then, in each case,  the Company shall cause to be mailed
         to the Holder at its last  address as it shall  appear upon the Warrant
         Register  of the  Company,  at  least  20  calendar  days  prior to the
         applicable  record or effective date  hereinafter  specified,  a notice
         stating  (x) the date on which a record is to be taken for the  purpose
         of such dividend, distribution, redemption, rights or warrants, or if a
         record is not to be  taken,  the date as of which  the  holders  of the
         Common Stock of record to be entitled to such dividend,  distributions,
         redemption,  rights or warrants are to be determined or (y) the date on
         which such reclassification,  consolidation,  merger, sale, transfer or
         share exchange is expected to become  effective or close,  and the date
         as of which it is expected  that  holders of the Common Stock of record
         shall be  entitled  to exchange  their  shares of the Common  Stock for
         securities,    cash   or   other   property   deliverable   upon   such
         reclassification,   consolidation,  merger,  sale,  transfer  or  share
         exchange;  provided  that the failure to mail such notice or any defect
         therein or in the mailing  thereof shall not affect the validity of the
         corporate action required to be specified in such notice. The Holder is
         entitled to exercise this Warrant  during the 20-day period  commencing
         on  the  date  of  such  notice  to the  effective  date  of the  event
         triggering such notice.

         SECTION 4.        TRANSFER OF WARRANT.
         ----------        --------------------

         a)   TRANSFERABILITY.   Subject  to  compliance   with  any  applicable
securities  laws and the  conditions set forth in Section 4(d) hereof and to the
provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights
hereunder   (including,   without  limitation,   any  registration  rights)  are
transferable,  in whole or in part (but if in part, in denominations of not less
than the greater of 100,000 shares  (subject to reverse and forward stock splits
and the like),  upon  surrender of this Warrant at the  principal  office of the
Company or its  designated  agent,  together  with a written  assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or
its agent or attorney and funds  sufficient  to pay any transfer  taxes  payable
upon the making of such transfer.  Upon such  surrender  and, if required,  such
payment,  the Company shall execute and deliver a new Warrant or Warrants in the
name of the  assignee or  assignees  and in the  denomination  or  denominations
specified in such  instrument of  assignment,  and shall issue to the assignor a
new Warrant  evidencing  the portion of this Warrant not so  assigned,  and this
Warrant shall promptly be cancelled.  A Warrant,  if properly  assigned,  may be
exercised by a new holder for the purchase of Warrant  Shares  without  having a
new Warrant issued.

                                       10
<PAGE>

         b) NEW  WARRANTS.  This  Warrant may be divided or combined  with other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be issued,  signed by the Holder or its agent or attorney.
Subject  to  compliance  with  Section  4(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.

         c) WARRANT  REGISTER.  The Company shall  register  this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "WARRANT
REGISTER"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

         d)  TRANSFER  RESTRICTIONS.  If, at the time of the  surrender  of this
Warrant in connection  with any transfer of this  Warrant,  the transfer of this
Warrant shall not be registered pursuant to an effective  registration statement
under the Securities Act and under applicable state securities or blue sky laws,
the Company may require, as a condition of allowing such transfer,  that (i) the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written  opinion of counsel  (which  opinion  shall be in form,  substance and
scope  customary  for  opinions of counsel in  comparable  transactions)  to the
effect that such transfer may be made without  registration under the Securities
Act and under  applicable state securities or blue sky laws, and (ii) the Holder
or transferee  execute and deliver to the Company an  investment  letter in form
and  substance  acceptable  to the  Company,  and  (iii)  the  transferee  be an
"accredited investor" as defined in Rule 501(a)(1),  (a)(2),  (a)(3), (a)(7), or
(a)(8) promulgated under the Securities Act or a "qualified institutional buyer"
as defined in Rule 144A(a) promulgated under the Securities Act.

         SECTION 5.        MISCELLANEOUS.
         ----------        --------------

         a) NO RIGHTS AS  SHAREHOLDER  UNTIL  EXERCISE.  This  Warrant  does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof as set forth in Section 2(e)(ii).

                                       11
<PAGE>

         b) LOSS,  THEFT,  DESTRUCTION  OR  MUTILATION  OF WARRANT.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

         c) SATURDAYS,  SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall not be a Business  Day, then such action may be taken or such right
may be exercised on the next succeeding Business Day.

         d) AUTHORIZED SHARES.

                           The  Company  covenants  that  during  the period the
                  Warrant is  outstanding,  it will reserve from its  authorized
                  and unissued  Common  Stock a  sufficient  number of shares to
                  provide  for the  issuance  of the  Warrant  Shares  upon  the
                  exercise  of any  purchase  rights  under  this  Warrant.  The
                  Company  further  covenants  that its issuance of this Warrant
                  shall  constitute  full  authority  to its  officers  who  are
                  charged  with  the duty of  executing  stock  certificates  to
                  execute and issue the necessary  certificates  for the Warrant
                  Shares upon the  exercise of the  purchase  rights  under this
                  Warrant.  The Company will take all such reasonable  action as
                  may be  necessary  to assure that such  Warrant  Shares may be
                  issued as provided herein without  violation of any applicable
                  law or  regulation,  or of  any  requirements  of the  Trading
                  Market upon which the Common Stock may be listed.

                           Except and to the extent as waived or consented to by
                  the Holder,  the Company  shall not by any action,  including,
                  without limitation,  amending its certificate of incorporation
                  or   through   any   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 the terms of
                  this  Warrant,  but will at all times in good faith  assist in
                  the  carrying  out of all such  terms and in the taking of all
                  such actions as may be necessary or appropriate to protect the
                  rights  of  Holder  as  set  forth  in  this  Warrant  against
                  impairment.  Without limiting the generality of the foregoing,
                  the Company will (a) not increase the par value of any Warrant
                  Shares above the amount  payable  therefor  upon such exercise
                  immediately  prior to such increase in par value, (b) take all
                  such action as may be necessary or  appropriate  in order that
                  the  Company  may  validly  and  legally  issue fully paid and
                  nonassessable   Warrant  Shares  upon  the  exercise  of  this
                  Warrant, and (c) use commercially reasonable efforts to obtain
                  all  such  authorizations,  exemptions  or  consents  from any
                  public regulatory body having  jurisdiction  thereof as may be
                  necessary  to enable the  Company to perform  its  obligations
                  under this Warrant.

                                       12
<PAGE>

                           Before  taking any action  which  would  result in an
                  adjustment  in the  number of  Warrant  Shares  for which this
                  Warrant is exercisable or in the Exercise  Price,  the Company
                  shall obtain all such authorizations or exemptions thereof, or
                  consents  thereto,   as  may  be  necessary  from  any  public
                  regulatory body or bodies having jurisdiction thereof.

         e) JURISDICTION.  All questions concerning the construction,  validity,
enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.

         f)  RESTRICTIONS.  The  Holder  acknowledges  that the  Warrant  Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

         g) NONWAIVER AND EXPENSES. No course of dealing or any delay or failure
to exercise any right  hereunder on the part of Holder shall operate as a waiver
of such  right or  otherwise  prejudice  Holder's  rights,  powers or  remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this  Warrant,  which  results in any  material  damages to the  Holder,  the
Company  shall pay to Holder such  amounts as shall be  sufficient  to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

         h) NOTICES. Any notice, request or other document required or permitted
to be given or  delivered  to the Holder by the Company  shall be  delivered  in
accordance with the notice provisions of the Purchase Agreement.

         i) LIMITATION OF LIABILITY.  No provision hereof, in the absence of any
affirmative  action by Holder to  exercise  this  Warrant  to  purchase  Warrant
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

         j)  REMEDIES.  Holder,  in addition to being  entitled to exercise  all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive and not to assert the defense in any action for specific  performance that
a remedy at law would be adequate.

         k) SUCCESSORS AND ASSIGNS.  Subject to applicable securities laws, this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

                                       13
<PAGE>

         l) AMENDMENT. This Warrant may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Holder.

         m)  SEVERABILITY.  Wherever  possible,  each  provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

         n) HEADINGS.  The headings used in this Warrant are for the convenience
of  reference  only and shall  not,  for any  purpose,  be deemed a part of this
Warrant.


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

                                       14
<PAGE>





                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer  thereunto  duly  authorized  as of the date first above
indicated.




                                      INTRAOP MEDICAL CORPORATION


                                      By:___________________________________
                                           Name:
                                           Title:



                                       15
<PAGE>


                               NOTICE OF EXERCISE

TO:      INTRAOP MEDICAL CORPORATION

         (1) The undersigned  hereby elects to purchase  ________ Warrant Shares
of the Company  pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders  herewith payment of the exercise price in full,  together
with all applicable transfer taxes, if any.

         (2) Payment shall take the form of (check applicable box):

                           [_] in lawful money of the United States; or

                           [_] [if permitted] the cancellation of such number of
                           Warrant  Shares as is necessary,  in accordance  with
                           the formula set forth in subsection 2(c), to exercise
                           this Warrant  with  respect to the maximum  number of
                           Warrant Shares  purchasable  pursuant to the cashless
                           exercise procedure set forth in subsection 2(c).

         (3)  Please  issue a  certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

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

The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

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

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

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

         (4) ACCREDITED INVESTOR. The undersigned is an "accredited investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: _____________________________________________________

SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: ________________________

Name of Authorized Signatory: _________________________________________________

Title of Authorized Signatory: ________________________________________________

Date: _________________________________________________________________________





<PAGE>





                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED,  [____] all of or [_______] shares of the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


_______________________________________________ whose address is

________________________________________________________________

________________________________________________________________


                                               Dated:  ______________, _______


                       Holder's Signature:______-_____________________________

                       Holder's Address:______________________________________

                                        ______________________________________


Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.