Exhibit 4.8

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 WITH A
REGISTERED  BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL  INSTITUTION THAT IS AN
"ACCREDITED  INVESTOR"  AS DEFINED IN RULE 501(a)  UNDER THE  SECURITIES  ACT OR
OTHER LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                           INTRAOP MEDICAL CORPORATION

                  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 five 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 October 25, 2005, 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);  PROVIDED,  HOWEVER,  within 5
         Trading  Days of the date said Notice of Exercise is  delivered  to the
         Company,  the Holder shall have surrendered this Warrant to the Company
         and 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.

                  b) EXERCISE  PRICE.  The  exercise  price of the Common  Stock
         under this Warrant shall be $0.40, subject to adjustment hereunder (the
         " INITIAL EXERCISE PRICE"); PROVIDED,  HOWEVER, prior to the earlier of
         (i) the later of (A) the Effective Date and (B) the 9 month anniversary
         of the Initial  Exercise Date and (ii) the one year  anniversary of the
         Initial Exercise Date (such date, the "RESET DATE"),  if the average of
         the Closing  Prices for the 30  consecutive  Trading  Days  immediately
         prior to the  Reset  Date  (the  "RESET  PRICE")  is less than the then
         Conversion  Price, then the Initial Exercise Price shall be adjusted to
         equal the greater of (i) $0.40,  subject to adjustment  for reverse and
         forward stock splits,  stock  dividends,  stock  combinations and other
         similar  transactions  of the Common Stock that occur after the date of
         this Agreement, and (ii) the Reset Price, subject to further adjustment
         hereunder (the "EXERCISE PRICE").

                                        1
<PAGE>


                  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) EXERCISE LIMITATIONS; HOLDER'S RESTRICTIONS. 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,  such Holder (together with such Holder's
         affiliates),  as set forth on the applicable Notice of Exercise,  would
         beneficially  own in  excess  of 4.99% of the  number  of shares of the
         Common  Stock  outstanding  immediately  after  giving  effect  to such
         issuance.  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 the  determination  of
         such sentence 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, 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) 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) 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.  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  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,  and the provisions
         of this  Section  2(d) shall  continue to apply until such 61st day (or
         such later date, as  determined by such Holder,  as may be specified in
         such notice of waiver).

         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 in
                  respect of the issue  thereof  (other than taxes in respect of
                  any transfer occurring contemporaneously with such issue).

                                       3
<PAGE>

                           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 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  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.

                           iii. DELIVERY OF NEW WARRANTS UPON EXERCISE.  If this
                  Warrant shall have been  exercised in part, the Company shall,
                  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 second  Trading  Day  following  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 second  Trading Day  following  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) 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


                                       4
<PAGE>

                  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,
                  together  with  applicable  confirmations  and other  evidence
                  reasonably  requested  by the  Company.  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.

                           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 pay a cash adjustment in
                  respect  of such  final  fraction  in an amount  equal to such
                  fraction multiplied by the Exercise Price.

                           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.

                                       5
<PAGE>

         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  pursuant to
         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.

                  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"),
         as  adjusted  hereunder  (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 is 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 such date
         of the Dilutive  Issuance),  then,  the Exercise Price shall be reduced
         and only  reduced  to equal  the Base  Share  Price  and 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 third
         Trading Day  following the issuance of any Common Stock or Common Stock
         Equivalents subject to this section,  indicating therein the applicable
         issuance  price,  or  of  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.

                                       6
<PAGE>

                  c) 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
         VWAPs  immediately  prior to the record date  mentioned  above,  and of
         which the  numerator  shall be such average of the VWAPs on 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.

                  d) 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 (in
         any such case, a "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, at
         the option of the Holder, (a) upon exercise of this Warrant, 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 upon or as a
         result of such reorganization,  reclassification, 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 or (b) if the  Company is  acquired  in an all cash  transaction,
         cash equal to the value of this  Warrant as  determined  in  accordance
         with the Black-Scholes option pricing formula. 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(d) and insuring that this Warrant (or any
         such  replacement   security)  will  be  similarly  adjusted  upon  any
         subsequent transaction analogous to a Fundamental Transaction.

                                       7
<PAGE>

                  e) 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.

                  f)  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.

                  g) NOTICE TO HOLDERS.

                           i.  ADJUSTMENT  TO  EXERCISE   PRICE.   Whenever  the
                  Exercise  Price is adjusted  pursuant  to this  Section 3, the
                  Company shall  promptly  mail to each 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  issues a variable rate  security,
                  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  in the  case of a  Variable  Rate  Transaction  (as
                  defined in the Purchase Agreement).

                           ii.  NOTICE TO ALLOW  EXERCISE BY HOLDER.  If (A) the
                  Company shall  declare a dividend (or any other  distribution)
                  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


                                       8
<PAGE>

                  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 Sections 5(a) and 4(d)
         hereof and to the provisions of Section 4.1 of the Purchase  Agreement,
         this Warrant and all rights hereunder 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) and the number of  unexercised  Warrant  Shares  hereunder,  upon
         surrender  of this  Warrant  at the  principal  office of the  Company,
         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.

                  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.

                                       9
<PAGE>

                  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  (i) that 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,  (ii) that the holder or  transferee  execute  and deliver to the
         Company an investment  letter in form and  substance  acceptable to the
         Company and (iii) that 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) under the Securities Act.

         SECTION 5. MISCELLANEOUS.

                  a) TITLE TO WARRANT. Prior to the Termination Date and subject
         to compliance with applicable laws and Section 4 of this Warrant,  this
         Warrant and all rights hereunder are transferable, in whole or in part,
         at the  office or agency of the  Company  by the Holder in person or by
         duly authorized attorney,  upon surrender of this Warrant together with
         the Assignment  Form annexed hereto properly  endorsed.  The transferee
         shall  sign an  investment  letter  in form  and  substance  reasonably
         satisfactory to the Company.

                  b) 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.  Upon the
         surrender  of this  Warrant and the payment of the  aggregate  Exercise
         Price  (or by means of a  cashless  exercise),  the  Warrant  Shares so
         purchased  shall be and be deemed  to be  issued to such  Holder as the
         record owner of such shares as of the close of business on the later of
         the date of such surrender or payment.

                  c) 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 but may include the
         execution of an  indemnification  agreement),  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.

                                       10
<PAGE>

                  d) 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 be a  Saturday,  Sunday or a legal
         holiday,  then such action may be taken or such right may be  exercised
         on the next succeeding day not a Saturday, Sunday or legal holiday.

                  e) 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.

                           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.

                                       11
<PAGE>

                  f) 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.

                  g)  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.

                  h) 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.

                  i) 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.

                  j)  LIMITATION  OF  LIABILITY.  No  provision  hereof,  in the
         absence of any affirmative action by Holder to exercise this Warrant or
         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.

                  k) 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 the defense in any action for
         specific performance that a remedy at law would be adequate.

                  l) 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.

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

                  n)  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.

                  o)  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.


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

                                       12

<PAGE>





                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  October __, 2005    INTRAOP MEDICAL CORPORATION

                            By:         Donald A. Goer
                                 ---------------------------------------------
                                 Name:  Donald A. Goer
                                 Title: Chief Executive Officer and President




                                       13


<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

                           [_]      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:

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

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

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

         (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,  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.