Exhibit 4.19
                                                                    ------------


THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT, OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES
REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.


No.                                                                July __, 2007


                       WARRANT TO PURCHASE COMMON STOCK OF

                           INTRAOP MEDICAL CORPORATION



     FOR VALUE RECEIVED, subject to the terms and conditions herein set forth,
Holder (as defined below) is entitled to purchase from Intraop Medical
Corporation, a Nevada corporation (the "Company"), at any time before the
termination of this Warrant pursuant to Section 11 below, at a price per share
equal to the Warrant Price (as defined below), the Warrant Stock (as defined
below).

     1.        Definitions. As used in this Warrant, the following terms shall
have the definitions ascribed to them below:

               (a)      "Holder" shall mean DLA Piper US LLP or its assigns.

               (b)      "Securities" shall mean 400,000 shares of Common Stock
of the Company.

               (c)      "Warrant Price" shall be $0.45 per share.

               (d)      "Warrant Stock" shall mean the Securities purchasable
upon exercise of this Warrant or issuable upon conversion of this Warrant,
subject to adjustment as described in Section 7 below.

     2.        Fractional Shares. No fractional shares shall be issuable upon
exercise or conversion of the Warrant and the number of shares to be issued
shall be rounded down to the nearest whole share. If a fractional share interest
arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying the Holder an amount computed
by multiplying the fractional interest by the fair market value of a full share.


<PAGE>


     3.        No Shareholder Rights. This Warrant, by itself, as distinguished
from any shares purchased hereunder, shall not entitle its Holder to any of the
rights of a shareholder of the Company.

     4.        Reservation of Stock. The Company will reserve from its
authorized and unissued common stock a sufficient number of shares to provide
for the issuance of Warrant Stock upon the exercise or conversion of this
Warrant. Issuance of this Warrant shall constitute full authority to the
Company's officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for shares of Warrant Stock
issuable upon the exercise or conversion of this Warrant.

     5.        Exercise of Warrant. This Warrant may be exercised by the
surrender of this Warrant, together with delivery of the Investment
Representation Statement in the form attached hereto as Attachment 1,
respectively, duly completed and executed at the principal office of the
Company, specifying the portion of the Warrant to be exercised and accompanied
by payment in full of the Warrant Price in cash or by check with respect to the
shares of Warrant Stock being purchased. This Warrant shall be deemed to have
been exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Warrant Stock issuable upon such exercise shall be treated for all
purposes as the Holder of such shares of record as of the close of business on
such date. As promptly as practicable after such date, the Company shall issue
and deliver to the person or persons entitled to receive the same a certificate
or certificates for the number of full shares of Warrant Stock issuable upon
such exercise. If the Warrant shall be exercised for less than the total number
of shares of Warrant Stock then issuable upon exercise, promptly after surrender
of the Warrant upon such exercise, the Company will execute and deliver a new
Warrant, dated the date hereof, evidencing the right of the Holder to the
balance of the Warrant Stock purchasable hereunder upon the same terms and
conditions set forth herein.

     6.        Conversion. In lieu of exercising this Warrant or any portion
hereof, the Holder hereof shall have the right to convert this Warrant or any
portion hereof into Warrant Stock by executing and delivering to the Company at
its principal office the written Notice of Conversion and Investment
Representation Statement in the forms attached hereto as Attachments 1 and 2,
specifying the portion of the Warrant to be converted, and accompanied by this
Warrant. The number of shares of Warrant Stock to be issued to Holder upon such
conversion shall be computed using the following formula:


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

     Where X   the number of shares of Warrant Stock to be issued to the Holder
           =   for the portion of the Warrant being converted.

               P =  the portion of the Warrant being converted expressed as a
                    decimal fraction.

               Y =  the total number of shares of Warrant Stock issuable upon
                    exercise of the Warrant in full.

<PAGE>


               A =  the fair market value of one share of Warrant Stock which
                    shall mean (i) the fair market value of the Company's common
                    stock issuable upon conversion of such share as of the last
                    business day immediately prior to the date the notice of
                    conversion is received by the Company, as determined in good
                    faith by the Company's Board of Directors, or (ii) if this
                    Warrant is being converted in conjunction with a public
                    offering of stock, the price to the public per share
                    pursuant to the offering.

               B =  the Warrant Price on the date of conversion.

     Any portion of this Warrant that is converted shall be immediately
canceled. This Warrant or any portion hereof shall be deemed to have been
converted immediately prior to the close of business on the date of its
surrender for conversion as provided above, and the person entitled to receive
the shares of Warrant Stock issuable upon such conversion shall be treated for
all purposes as the Holder of such shares of record as of the close of business
on such date. As promptly as practicable after such date, the Company shall
issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of full shares of Warrant Stock
issuable upon such conversion. If the Warrant shall be converted for less than
the total number of shares of Warrant Stock then issuable upon conversion,
promptly after surrender of the Warrant upon such conversion, the Company will
execute and deliver a new Warrant, dated the date hereof, evidencing the right
of the Holder to the balance of the Warrant Stock purchasable hereunder upon the
same terms and conditions set forth herein.

     7.        Adjustment of Exercise Price and Number of Shares. The number of
shares issuable upon exercise of this Warrant (or any shares of stock or other
securities or property at the time receivable or issuable upon exercise of this
Warrant) and the Warrant Price therefor are subject to adjustment upon the
occurrence of the following events:

               (a)      Adjustment for Stock Splits, Stock Dividends,
Recapitalizations, etc. The Warrant Price and the number of shares issuable upon
exercise of this Warrant shall each be proportionally adjusted to reflect any
stock dividend, stock split, reverse stock split, combination of shares,
reclassification, recapitalization or other similar event altering the number of
outstanding shares of the Company's capital stock.

               (b)      Adjustment for Other Dividends and Distributions.
In case the Company shall make or issue, or shall fix a record date for the
determination of eligible holders entitled to receive, a dividend or other
distribution with respect to the shares payable in securities of the Company
then, and in each such case, the Holder, on exercise of this Warrant at any time
after the consummation, effective date or record date of such event, shall
receive, in addition to the Warrant Stock (or such other stock or securities)
issuable on such exercise prior to such date, the securities of the Company to
which such Holder would have been entitled upon such date if such Holder had
exercised this Warrant immediately prior thereto (all subject to further
adjustment as provided in this Warrant).

<PAGE>


     8.        Adjustment for Capital Reorganization, Consolidation, Merger.
If any capital reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with or into another company, or the sale
of all or substantially all of the Company's assets to another company shall be
effected in such a way that holders of the Company's capital stock will be
entitled to receive stock, securities or assets with respect to or in exchange
for the Company's capital stock, and in each such case the Holder, upon the
exercise of this Warrant, at any time after the consummation of such capital
reorganization, consolidation, merger, or sale, shall be entitled to receive, in
lieu of the stock or other securities and property receivable upon the exercise
of this Warrant prior to such consummation, the stock or other securities or
property to which such Holder would have been entitled upon such consummation if
such Holder had exercised this Warrant immediately prior to the consummation of
such capital reorganization, consolidation, merger, or sale, all subject to
further adjustment as provided in this Section 8; and in each such case, the
terms of this Warrant shall be applicable to the shares of stock or other
securities or property receivable upon the exercise of this Warrant after such
consummation.

     9.        Transfer of Warrant. This Warrant may be transferred or assigned
by the Holder hereof in whole or in part, provided that (i) the transferor
provides, at the Company's request, an opinion of counsel satisfactory to the
Company that such transfer does not require registration under the Act and the
securities law applicable with respect to any other applicable jurisdiction, and
(ii) the Company, in its sole discretion, consents to such assignment or
transfer.

     10.       Termination. This Warrant shall terminate and no longer be
exercisable upon the fifth (5th) anniversary of the date hereof.

     11.       Miscellaneous. This Warrant shall be governed by the laws of the
State of California, as such laws are applied to contracts to be entered into
and performed entirely in California by California residents. The headings in
this Warrant are for purposes of convenience and reference only, and shall not
be deemed to constitute a part hereof. Neither this Warrant nor any term hereof
may be changed or waived orally, but only by an instrument in writing signed by
the Company and the Holder of this Warrant. All notices and other communications
from the Company to the Holder of this Warrant shall be delivered personally or
mailed by first class mail, postage prepaid, to the address furnished to the
Company in writing by the last Holder of this Warrant who shall have furnished
an address to the Company in writing, and if mailed shall be deemed given three
days after deposit in the United States mail.


                             INTRAOP MEDICAL CORPORATION



                             By: /s/ Donald A. Goer
                                 -----------------------------------------------
                                 Name:    Donald A. Goer, Ph.D.
                                 Title:   President and Chief Executive Officer


<PAGE>


                                  Attachment 1
                                  ------------

                       INVESTMENT REPRESENTATION STATEMENT

                            Shares of the Securities
                     (as defined in the attached Warrant) of
                           INTRAOP MEDICAL CORPORATION

       In connection with the purchase of the above-listed securities, the
        undersigned hereby represents to Intraop Medical Corporation (the
                             "Company") as follows:

     (a)       The securities to be received upon the exercise of the Warrant
(the "Securities") will be acquired for investment for its own account, not as a
nominee or agent, and not with a view to the sale or distribution of any part
thereof, and the undersigned has no present intention of selling, granting
participation in or otherwise distributing the same, but subject, nevertheless,
to any requirement of law that the disposition of its property shall at all
times be within its control. By executing this Statement, the undersigned
further represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer, or grant participation to such
person or to any third person, with respect to any Securities issuable upon
exercise of the Warrant.

     (b)       The undersigned understands that the Securities issuable upon
exercise of the Warrant at the time of issuance may not be registered under the
Act, and applicable state securities laws, on the ground that the issuance of
such securities is exempt pursuant to Section 4(2) of the Act and state law
exemptions relating to offers and sales not by means of a public offering, and
that the Company's reliance on such exemptions is predicated on the
undersigned's representations set forth herein.

     (c)       The undersigned agrees that in no event will it make a
disposition of any Securities acquired upon the exercise of the Warrant unless
and until (i) it shall have notified the Company of the proposed disposition and
shall have furnished the Company with a statement of the circumstances
surrounding the proposed disposition, and (ii) it shall have furnished the
Company with an opinion of counsel satisfactory to the Company and Company's
counsel to the effect that (A) appropriate action necessary for compliance with
the Act and any applicable state securities laws has been taken or an exemption
from the registration requirements of the Act and such laws is available, and
(B) the proposed transfer will not violate any of said laws.

     (d)       The undersigned acknowledges that an investment in the Company is
highly speculative and represents that it is able to fend for itself in the
transactions contemplated by this Statement, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investments, and has the ability to bear the economic risks
(including the risk of a total loss) of its investment. The undersigned
represents that it has had the opportunity to ask questions of the Company
concerning the Company's business and assets and to obtain any additional
information which it considered necessary to verify the accuracy of or to
amplify the Company's disclosures, and has had all questions which have been
asked by it satisfactorily answered by the Company.

<PAGE>


     (e)       The undersigned acknowledges that the Securities issuable upon
exercise of the Warrant must be held indefinitely unless subsequently registered
under the Act or an exemption from such registration is available. The
undersigned is aware of the provisions of Rule 144 promulgated under the Act
which permit limited resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, including, among other things, the
existence of a public market for the shares, the availability of certain current
public information about the Company, the resale occurring not less than one
year after a party has purchased and paid for the security to be sold, the sale
being through a "broker's transaction" or in transactions directly with a
"market makers" (as provided by Rule 144(f)) and the number of shares being sold
during any three-month period not exceeding specified limitations.


Effective as of
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                                      DLA Piper US LLP



                                      By:
                                         ---------------------------------------



                                      Title:
                                            ------------------------------------


<PAGE>


                                  Attachment 2
                                  ------------


NOTICE OF CONVERSION


TO:  INTRAOP MEDICAL CORPORATION

     1.        The undersigned hereby elects to acquire ________________ shares
of the Intraop Medical Corporation, pursuant to the terms of the attached
Warrant, by conversion of _____________ percent (________ %) of the Warrant.

     2.        Please issue a certificate or certificates representing said
shares of Warrant Stock in the name of the undersigned or in such other name as
is specified below:


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


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



---------------------------------     ------------------------------------------
(Date)                                DLA Piper US LLP


                                      By:
                                         ---------------------------------------


                                      Title:
                                            ------------------------------------