EXHIBIT 10.1

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

         This Amendment (the "Amendment") to the Agreement and Plan of
Reorganization is made and entered into as of June 29, 2004 by and among Intraop
Medical, Inc., a Delaware corporation ("Target") and Intraop Medical
Corporation, a Nevada corporation ("Acquiror"). Any capitalized terms not
defined herein shall have the same meanings given to them in the Agreement (as
defined below).

                                    RECITALS

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

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

         Whereas, it has become apparent to the parties that the merger is
unlikely to be consummated by June 30, 2004.

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

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

                                    AMENDMENT

1) Section 7.1 is amended by deleting the following from the second and third
lines of such Section 7.1: "(with respect to Section 8.1(b) through Section
8.1(d), by written notice by the terminating party to the other party)" and
replacing such phrase with the following: "(with respect to Section 7.1(b)
through Section 7.1(d), by written notice by the terminating party to the other
party)."

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

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


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

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




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

INTRAOP MEDICAL CORPORATION                           INTRAOP MEDICAL, INC.
(formerly known as DIGITAL PREVIEWS.COM, INC.

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

Name:  David Shamy                                    Name:  Donald Goer

Title:  President                                     Title:  President