Exhibit 4.10


                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "AGREEMENT")  is made and
entered into as of October 25, 2005, among Intraop Medical Corporation, a Nevada
corporation  (the  "COMPANY"),  and the purchasers  signatory  hereto (each such
purchaser is a "PURCHASER" and collectively, the "PURCHASERS").

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

               The Company and the Purchasers hereby agree as follows:

        1. DEFINITIONS

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

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

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

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

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

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

                  "FILING DATE" means, with respect to the initial  Registration
         Statement required hereunder, November 3, 2005 and, with respect to any
         additional  Registration  Statements which may be required  pursuant to
         Section  3(c),  the 30th day  following  the date on which the  Company
         first  knows,  or  reasonably  should  have known that such  additional
         Registration Statement is required hereunder.


                                       1
<PAGE>

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

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

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

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

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

                  "PROCEEDING" means an action,  claim,  suit,  investigation or
         proceeding (including,  without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

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

                  "REGISTRABLE SECURITIES" means (i) all of the shares of Common
         Stock  issuable  upon  conversion in full of the  Debentures,  (ii) all
         shares issuable as interest on the Debentures  assuming all permissible
         interest payments are made in shares of Common Stock and the Debentures
         are held until maturity,  (iii) all Warrant Shares, (iv) any securities
         issued  or   issuable   upon  any  stock   split,   dividend  or  other
         distribution,  recapitalization  or similar  event with  respect to the
         foregoing,  (v) any additional  shares  issuable in connection with any
         anti-dilution  provisions  in the  Debentures  or the Warrants (in each
         case,  without giving effect to any limitations on conversion set forth
         in the Debenture or  limitations on exercise set forth in the Warrant),
         (vi) shares  issuable in lieu of cash  payments of  liquidated  damages
         pursuant to Section 2(b) and (vii) shares  issuable upon  conversion of
         the 7% convertible  debentures and/or warrants to purchase common stock
         issued on August 31, 2005.

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

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

                                       2
<PAGE>

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

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

         2. SHELF REGISTRATION

                  (a) On or prior to each Filing Date, the Company shall prepare
         and file with the Commission a "Shelf" Registration  Statement covering
         the resale of 130% of the  Registrable  Securities  on such Filing Date
         for an offering to be made on a continuous  basis pursuant to Rule 415.
         The Registration  Statement shall be on Form S-3 (except if the Company
         is not then eligible to register for resale the Registrable  Securities
         on Form  S-3,  in which  case  such  registration  shall be on  another
         appropriate  form in accordance  herewith)  and shall  contain  (unless
         otherwise   directed  by  the  Holders)   substantially  the  "PLAN  OF
         DISTRIBUTION"  attached hereto as ANNEX A. Subject to the terms of this
         Agreement,   the  Company  shall  use  its  best  efforts  to  cause  a
         Registration  Statement to be declared  effective  under the Securities
         Act as promptly as possible after the filing thereof,  but in any event
         prior to the  applicable  Effectiveness  Date,  and  shall use its best
         efforts  to keep such  Registration  Statement  continuously  effective
         under the Securities Act until all  Registrable  Securities  covered by
         such  Registration  Statement  have  been  sold or may be sold  without
         volume  restrictions  pursuant  to Rule  144(k)  as  determined  by the
         counsel to the  Company  pursuant to a written  opinion  letter to such
         effect,  addressed and  acceptable to the Company's  transfer agent and
         the affected Holders (the  "EFFECTIVENESS  PERIOD").  The Company shall
         telephonically  request effectiveness of a Registration Statement as of
         5:00 pm Eastern Time on a Trading Day.  The Company  shall  immediately
         notify the Holders via facsimile of the effectiveness of a Registration
         Statement  on the same  Trading  Day that  the  Company  telephonically
         confirms  effectiveness  with the  Commission,  which shall be the date
         requested for  effectiveness of a Registration  Statement.  The Company
         shall,  by 9:30 am Eastern Time on the Trading Day after the  Effective
         Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with
         the Commission. Failure to so notify the Holder within 1 Trading Day of
         such notification shall be deemed an Event under Section 2(b).

                                       3
<PAGE>

                  (b) If: (i) a Registration  Statement is not filed on or prior
         to its  Filing  Date (if the  Company  files a  Registration  Statement
         without  affording the Holders the opportunity to review and comment on
         the same as required by Section  3(a),  the Company shall not be deemed
         to have  satisfied  this clause (i)), or (ii) the Company fails to file
         with the Commission a request for  acceleration in accordance with Rule
         461  promulgated  under the Securities Act, within five Trading Days of
         the date that the Company is notified (orally or in writing,  whichever
         is earlier) by the Commission that a Registration Statement will not be
         "reviewed,"  or not  subject to further  review,  or (iii) prior to its
         Effectiveness Date, the Company fails to file a pre-effective amendment
         and otherwise  respond in writing to comments made by the Commission in
         respect of such  Registration  Statement  within 10 calendar days after
         the  receipt of comments  by or notice  from the  Commission  that such
         amendment  is  required  in order for a  Registration  Statement  to be
         declared effective,  or (iv) a Registration Statement filed or required
         to be filed  hereunder is not declared  effective by the  Commission by
         its  Effectiveness  Date,  or  (v)  after  the  Effectiveness  Date,  a
         Registration  Statement  ceases for any  reason to remain  continuously
         effective as to all Registrable  Securities for which it is required to
         be  effective,  or  the  Holders  are  not  permitted  to  utilize  the
         Prospectus  therein  to  resell  such  Registrable  Securities  for  10
         consecutive  calendar days but no more than an aggregate of 15 calendar
         days during any 12-month period (which need not be consecutive  Trading
         Days) (any such failure or breach being referred to as an "EVENT",  and
         for purposes of clause (i) or (iv) the date on which such Event occurs,
         or for  purposes of clause (ii) the date on which such five Trading Day
         period is exceeded, or for purposes of clause (iii) the date which such
         10 calendar day period is  exceeded,  or for purposes of clause (v) the
         date on which such 10 or 15 calendar  day  period,  as  applicable,  is
         exceeded being  referred to as "EVENT  DATE"),  then in addition to any
         other rights the Holders may have hereunder or under applicable law, on
         each such Event Date and on each monthly anniversary of each such Event
         Date (if the  applicable  Event shall not have been cured by such date)
         until the  applicable  Event is cured,  the  Company  shall pay to each
         Holder an amount in cash,  as partial  liquidated  damages and not as a
         penalty,  equal to 2.0% of the  aggregate  purchase  price paid by such
         Holder   pursuant  to  the  Purchase   Agreement  for  any  Registrable
         Securities  then held by such Holder.  If the Company  fails to pay any
         partial  liquidated  damages  pursuant  to this  Section in full within
         seven  days  after the date  payable,  the  Company  will pay  interest
         thereon at a rate of 18% per annum (or such lesser  maximum amount that
         is  permitted  to be paid by  applicable  law) to the Holder,  accruing
         daily from the date such partial  liquidated damages are due until such
         amounts,  plus all such interest thereon, are paid in full. The partial
         liquidated  damages pursuant to the terms hereof shall apply on a daily
         pro-rata  basis  for any  portion  of a month  prior  to the cure of an
         Event.

                                        4
<PAGE>

         3. REGISTRATION PROCEDURES.

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

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

                  (b) (i) Prepare and file with the Commission such  amendments,
         including  post-effective  amendments,  to a Registration Statement and
         the Prospectus used in connection therewith as may be necessary to keep
         a Registration  Statement  continuously  effective as to the applicable
         Registrable  Securities  for the  Effectiveness  Period and prepare and
         file with the Commission  such  additional  Registration  Statements in
         order to  register  for  resale  under  the  Securities  Act all of the
         Registrable Securities; (ii) cause the related Prospectus to be amended
         or supplemented by any required  Prospectus  supplement (subject to the
         terms of this Agreement), and as so supplemented or amended to be filed
         pursuant to Rule 424; (iii) respond as promptly as reasonably  possible
         to  any  comments  received  from  the  Commission  with  respect  to a
         Registration  Statement  or any  amendment  thereto  and as promptly as
         reasonably possible provide the Holders true and complete copies of all
         correspondence  from and to the  Commission  relating to a Registration
         Statement; and (iv) comply in all material respects with the provisions
         of the  Securities  Act  and  the  Exchange  Act  with  respect  to the
         disposition  of all  Registrable  Securities  covered by a Registration
         Statement  during the applicable  period in accordance  (subject to the
         terms of this  Agreement)  with the intended  methods of disposition by
         the Holders  thereof  set forth in such  Registration  Statement  as so
         amended or in such Prospectus as so supplemented.

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

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


                                        5
<PAGE>

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

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

                  (g) Promptly deliver to each Holder,  without charge,  as many
         copies  of the  Prospectus  or  Prospectuses  (including  each  form of
         prospectus)  and each  amendment or supplement  thereto as such Persons
         may  reasonably  request in  connection  with  resales by the Holder of
         Registrable  Securities.  Subject to the terms of this  Agreement,  the
         Company  hereby  consents  to  the  use of  such  Prospectus  and  each
         amendment  or  supplement  thereto  by each of the  selling  Holders in
         connection  with the  offering and sale of the  Registrable  Securities
         covered by such  Prospectus  and any amendment or  supplement  thereto,
         except after the giving on any notice pursuant to Section 3(d).

                  (h) If NASDR Rule 2710  requires any  broker-dealer  to make a
         filing  prior to  executing a sale by a Holder,  the Company  shall (i)
         make  an  Issuer  Filing  with  the  NASDR,  Inc.  Corporate  Financing
         Department  pursuant  to NASDR  Rule  2710(b)(10)(A)(i),  (ii)  respond
         within  five  Trading  Days to any  comments  received  from  NASDR  in
         connection  therewith,  (iii)  and  pay  the  filing  fee  required  in
         connection therewith.

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


                                       6
<PAGE>

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

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

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

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

                                       7
<PAGE>

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

         5. INDEMNIFICATION

                  (a)  INDEMNIFICATION  BY  THE  COMPANY.   The  Company  shall,
         notwithstanding  any termination of this Agreement,  indemnify and hold
         harmless  each  Holder,  the  officers,   directors,   agents,  brokers
         (including  brokers  who  offer  and  sell  Registrable  Securities  as
         principal  as a result of a pledge or any  failure to  perform  under a
         margin call of Common Stock), investment advisors and employees of each
         of them,  each Person who controls any such Holder  (within the meaning
         of Section 15 of the  Securities Act or Section 20 of the Exchange Act)
         and  the  officers,  directors,  agents  and  employees  of  each  such
         controlling  Person, to the fullest extent permitted by applicable law,
         from and  against  any and all losses,  claims,  damages,  liabilities,
         costs (including,  without limitation,  reasonable attorneys' fees) and
         expenses  (collectively,  "LOSSES"),  as  incurred,  arising  out of or
         relating to any untrue or alleged  untrue  statement of a material fact
         contained in a  Registration  Statement,  any Prospectus or any form of
         prospectus  or in  any  amendment  or  supplement  thereto  or  in  any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the statements therein (in the case of any Prospectus
         or  form  of  prospectus  or  supplement   thereto,  in  light  of  the
         circumstances under which they were made) not misleading, except to the
         extent,  but only to the  extent,  that (i) such untrue  statements  or
         omissions  are based  solely  upon  information  regarding  such Holder
         furnished  in writing to the Company by such Holder  expressly  for use
         therein,  or to the extent that such information relates to such Holder
         or  such  Holder's  proposed  method  of  distribution  of  Registrable
         Securities  and was reviewed and expressly  approved in writing by such
         Holder expressly for use in a Registration  Statement,  such Prospectus
         or such form of Prospectus  or in any  amendment or supplement  thereto
         (it being  understood  that the Holder has approved  Annex A hereto for
         this  purpose) or (ii) in the case of an  occurrence of an event of the
         type specified in Section  3(d)(ii)-(vi),  the use by such Holder of an
         outdated or defective  Prospectus  after the Company has notified  such
         Holder in writing  that the  Prospectus  is outdated or  defective  and
         prior to the  receipt  by such  Holder of the  Advice  contemplated  in
         Section  6(d).  The Company  shall  notify the Holders  promptly of the
         institution,  threat or assertion of any Proceeding  arising from or in
         connection  with the  transactions  contemplated  by this  Agreement of
         which the Company is aware.

                                       8
<PAGE>

                  (b) INDEMNIFICATION BY HOLDERS.  Each Holder shall,  severally
         and  not  jointly,   indemnify  and  hold  harmless  the  Company,  its
         directors, officers, agents and employees, each Person who controls the
         Company  (within  the meaning of Section 15 of the  Securities  Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling  Persons, to the fullest extent permitted
         by  applicable  law, from and against all Losses,  as incurred,  to the
         extent arising out of or based solely upon:  (x) such Holder's  failure
         to comply with the prospectus  delivery  requirements of the Securities
         Act or (y) any untrue or alleged  untrue  statement of a material  fact
         contained in any Registration Statement, any Prospectus, or any form of
         prospectus,  or in  any  amendment  or  supplement  thereto  or in  any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary  to make the  statements  therein not  misleading  (i) to the
         extent, but only to the extent,  that such untrue statement or omission
         is contained in any  information so furnished in writing by such Holder
         to  the  Company   specifically  for  inclusion  in  such  Registration
         Statement or such Prospectus or (ii) to the extent that (1) such untrue
         statements  or omissions  are based solely upon  information  regarding
         such  Holder  furnished  in  writing  to the  Company  by  such  Holder
         expressly  for use  therein,  or to the  extent  that such  information
         relates to such Holder or such Holder's proposed method of distribution
         of Registrable  Securities  and was reviewed and expressly  approved in
         writing by such Holder  expressly for use in a  Registration  Statement
         (it being  understood  that the Holder has approved  Annex A hereto for
         this  purpose),  such  Prospectus  or such form of Prospectus or in any
         amendment or supplement  thereto or (2) in the case of an occurrence of
         an event of the type  specified  in Section  3(d)(ii)-(vi),  the use by
         such Holder of an outdated or  defective  Prospectus  after the Company
         has notified such Holder in writing that the  Prospectus is outdated or
         defective  and  prior  to the  receipt  by such  Holder  of the  Advice
         contemplated  in Section  6(d).  In no event shall the liability of any
         selling Holder hereunder be greater in amount than the dollar amount of
         the  net  proceeds  received  by  such  Holder  upon  the  sale  of the
         Registrable Securities giving rise to such indemnification obligation.

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

                                       9
<PAGE>

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

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

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

                                       10
<PAGE>


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

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

         6. MISCELLANEOUS

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

                  (b) NO  PIGGYBACK  ON  REGISTRATIONS.  Except  as set forth on
         SCHEDULE  6(B)  attached  hereto,  neither  the  Company nor any of its
         security  holders  (other  than the Holders in such  capacity  pursuant
         hereto)  may  include   securities   of  the  Company  in  the  initial
         Registration Statement other than the Registrable Securities. No Person
         has any right to cause the Company to effect the registration under the
         Securities Act of any securities of the Company.  The Company shall not
         file any other registration  statements until the initial  Registration
         Statement  required  hereunder is declared effective by the Commission,
         provided  that this  Section  6(b) shall not  prohibit the Company from
         filing amendments to registration statements already filed.

                                       11
<PAGE>

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

                  (d)  DISCONTINUED  DISPOSITION.  Each  Holder  agrees  by  its
         acquisition  of such  Registrable  Securities  that,  upon receipt of a
         notice  from the  Company  of the  occurrence  of any event of the kind
         described  in Section  3(d),  such  Holder will  forthwith  discontinue
         disposition  of  such  Registrable   Securities  under  a  Registration
         Statement until such Holder's receipt of the copies of the supplemented
         Prospectus  and/or  amended  Registration  Statement,  or  until  it is
         advised in writing  (the  "ADVICE")  by the Company that the use of the
         applicable Prospectus may be resumed, and, in either case, has received
         copies of any additional or supplemental  filings that are incorporated
         or  deemed  to be  incorporated  by  reference  in such  Prospectus  or
         Registration Statement. The Company will use its best efforts to ensure
         that  the  use of the  Prospectus  may be  resumed  as  promptly  as it
         practicable.  The  Company  agrees and  acknowledges  that any  periods
         during which the Holder is required to discontinue  the  disposition of
         the Registrable Securities hereunder shall be subject to the provisions
         of Section 2(b).

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

                  (f)  AMENDMENTS  AND  WAIVERS;   ADDITIONAL  PURCHASERS.   The
         provisions  of  this  Agreement,   including  the  provisions  of  this
         sentence, may not be amended, modified or supplemented,  and waivers or
         consents to  departures  from the  provisions  hereof may not be given,
         unless  the same  shall be in writing  and  signed by the  Company  and
         Holders of at least 75% of the then outstanding Registrable Securities.
         Notwithstanding  the foregoing,  a waiver or consent to depart from the
         provisions hereof with respect to a matter that relates  exclusively to
         the rights of Holders and that does not directly or  indirectly  affect
         the  rights  of other  Holders  may be given by  Holders  of all of the
         Registrable  Securities  to  which  such  waiver  or  consent  relates;
         PROVIDED,  HOWEVER,  that the  provisions  of this  sentence may not be
         amended,  modified,  or  supplemented  except  in  accordance  with the
         provisions of the immediately  preceding sentence.  Notwithstanding the
         foregoing,  additional  purchasers  under the  Purchase  Agreement  may
         become parties to this  Agreement by executing a counterpart  signature
         page hereto,  without any further  consent of the Purchasers  and, upon
         execution of this Agreement, such additional purchasers shall be deemed
         "Purchasers" for all purposes hereunder.

                                       12
<PAGE>

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

                  (h) SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
         benefit of and be binding upon the successors and permitted  assigns of
         each of the parties and shall inure to the benefit of each Holder.  The
         Company may not assign its rights or obligations  hereunder without the
         prior  written   consent  of  the  Holders  of  at  least  75%  of  the
         then-outstanding  Registrable Securities.  Each Holder may assign their
         respective  rights  hereunder  in the  manner  and to  the  Persons  as
         permitted under the Purchase Agreement.

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

                  (j) EXECUTION AND COUNTERPARTS. This Agreement may be executed
         in any number of counterparts,  each of which when so executed shall be
         deemed  to be an  original  and,  all of  which  taken  together  shall
         constitute one and the same Agreement.  In the event that any signature
         is delivered by facsimile  transmission,  such signature shall create a
         valid  binding  obligation  of the party  executing (or on whose behalf
         such  signature is executed) the same with the same force and effect as
         if such facsimile signature were the original thereof.

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

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

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

                                       13
<PAGE>

                  (n)  HEADINGS.   The  headings  in  this   Agreement  are  for
         convenience of reference  only and shall not limit or otherwise  affect
         the meaning hereof.

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

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



                                       14
<PAGE>





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

INTRAOP MEDICAL CORPORATION


                   By:  /S/ DONALD A. GOER
                        ----------------------------------------------
                        Name: Donald A. Goer
                        Title:   Chief Executive Officer and President







                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

                                       15
<PAGE>



                     [SIGNATURE PAGE OF HOLDERS TO IOPM RRA]

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



                                                [SIGNATURE PAGES CONTINUE]



                                       16
<PAGE>



                              PLAN OF DISTRIBUTION

         Each Selling  Stockholder  (the "SELLING  STOCKHOLDERS")  of the common
stock ("COMMON STOCK") of Intraop Medical Corporation, a Nevada corporation (the
"COMPANY") and any of their pledgees,  assignees and successors-in-interest may,
from  time to time,  sell  any or all of their  shares  of  Common  Stock on the
Trading Market or any other stock exchange,  market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

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

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

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

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

         o        privately negotiated transactions;

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

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

         o        a combination of any such methods of sale;

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

         o        any other method permitted pursuant to applicable law.

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

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

                                       17
<PAGE>

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

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

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

         Because Selling Stockholders may be deemed to be "underwriters"  within
the  meaning of the  Securities  Act,  they will be  subject  to the  prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this  prospectus  which  qualify  for sale  pursuant  to Rule 144  under  the
Securities  Act may be sold under Rule 144  rather  than under this  prospectus.
Each  Selling  Stockholder  has advised us that they have not  entered  into any
written or oral agreements,  understandings or arrangements with any underwriter
or  broker-dealer  regarding  the  sale  of  the  resale  shares.  There  is  no
underwriter or  coordinating  broker acting in connection with the proposed sale
of the resale shares by the Selling Stockholders.

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

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

                                       18

<PAGE>



                                                                         ANNEX B

                           INTRAOP MEDICAL CORPORATION

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned  beneficial owner of common stock, par value $0.001 per
share (the "COMMON STOCK"), of Intraop Medical Corporation, a Nevada corporation
(the "COMPANY"), (the "REGISTRABLE SECURITIES") understands that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"COMMISSION")   a  registration   statement  on  Form  S-3  (the   "REGISTRATION
STATEMENT") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "SECURITIES  ACT"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
August ___, 2005 (the "REGISTRATION  RIGHTS  AGREEMENT"),  among the Company and
the Purchasers  named therein.  A copy of the  Registration  Rights Agreement is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

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

                                     NOTICE

         The  undersigned  beneficial  owner (the "SELLING  SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.

                                       19

<PAGE>



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

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder


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

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


         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which  Registrable  Securities Listed in Item 3
                  below are held:


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

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


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


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

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



2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:


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

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

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

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

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

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

3.  BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a) Type and Principal  Amount of Registrable  Securities  beneficially
owned:


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

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

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

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

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

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



                                       20

<PAGE>



4.  BROKER-DEALER STATUS:

         (a) Are you a broker-dealer?

                                            Yes [_]       No  [_]

         (b)      If "yes" to Section  4(a),  did you receive  your  Registrable
                  Securities as compensation for investment  banking services to
                  the Company.

                                            Yes [_]       No  [_]

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

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

                                            Yes [_]       No  [_]

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

                                            Yes [_]       No  [_]

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

5. BENEFICIAL  OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
   SECURITYHOLDER.

         EXCEPT AS SET FORTH  BELOW IN THIS ITEM 5, THE  UNDERSIGNED  IS NOT THE
         BENEFICIAL OR REGISTERED  OWNER OF ANY  SECURITIES OF THE COMPANY OTHER
         THAN THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM 3.

         (a)  Type and  Amount  of Other  Securities  beneficially  owned by the
Selling Securityholder:


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

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

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

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




                                       21

<PAGE>



6.  RELATIONSHIPS WITH THE COMPANY:

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

         State any exceptions here:


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

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

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

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



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

         By signing  below,  the  undersigned  consents to the disclosure of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

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

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

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

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





                                       22