EXHIBIT 10.13

                           INTRAOP MEDICAL CORPORATION

                           2005 EQUITY INCENTIVE PLAN

         1. Purposes of the Plan. The purposes of the 2005 Equity Incentive Plan
are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentives to Employees,
Directors and Consultants of the Company and its Subsidiaries, and to promote
the success of the Company's business. Options granted hereunder may be either
Incentive Stock Options or Nonstatutory Stock Options at the discretion of the
Committee.

         2. Definitions. As used herein, and in any Option granted hereunder,
the following definitions shall apply:


                  (a) "Affiliate" shall mean any corporation or any other entity
(including, but not limited to, partnerships and joint ventures) controlling,
controlled by, or under common control with the Company.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  (d) "Common Stock" shall mean the Common Stock of the Company.

                  (e) "Company" shall mean Intraop Medical Corporation, a Nevada
corporation, or any successor thereto.

                  (f) "Committee" shall mean the Committee appointed by the
Board in accordance with paragraph (a) of Section 4 of the Plan. If the Board
does not appoint or ceases to maintain a Committee, the term "Committee" shall
refer to the Board.

                  (g) "Consultant" shall mean any consultant, independent
contractor or other person who provides significant services to the Company or
any Subsidiary, but who is neither an Employee nor a Director.

                  (h) "Employee" shall mean any person, including officers
(whether or not they are directors) , employed by the Company or any Affiliate.


                  (i) "Fair Market Value" shall mean the price for the Shares
determined by the Committee in accordance with uniform and nondiscriminatory
standards adopted by it from time to time.

                  (j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended. (k) "Incentive Stock Option" shall mean any option granted
under this Plan and any other option granted to an Employee in accordance with
the provisions of Section 422 of the Code, and the regulations promulgated
thereunder.

                                       1
<PAGE>

                  (l) "Nonstatutory Stock Option" shall mean an Option granted
under the Plan that is subject to the provisions of Section 1.83-7 of the
Treasury Regulations promulgated under Section 83 of the Code.

                  (m) "Option" shall mean a stock option granted pursuant to the
Plan.

                  (n) "Optional Agreement" shall mean a written agreement
between the Company and the Optionee regarding the grant and exercise of Options
to purchase Shares and the terms and conditions thereof as determined by the
Committee pursuant to the Plan.

                  (o) "Optioned Shares" shall mean the Common Stock subject to
an Option.

                  (p) "Optionee" shall mean an Employee, Director or Consultant
who receives an Option.

                  (q) "Plan" shall mean this 2005 Equity Incentive Plan. The
Plan was formerly named the Intraop Medical, Inc. 1995 Stock Option Plan.

                  (r) "Securities Act" shall mean the Securities Act of 1933, as
amended.

                  (s) "Share" shall mean a share of the Common Stock subject to
an Option, as adjusted in accordance with Section 11 of the Plan.

                  (t) "Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain then owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

                  (u) "Termination of Service" shall mean (a) in the case of an
Employee, a cessation of the employee-employer relationship between the Employee
and the Company or an Affiliate for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, disability,
retirement, or the disaffiliation of an Affiliate, but excluding any such
termination where there is a simultaneous reemployment by the Company or an
Affiliate; (b) in the case of a Consultant, a cessation of the service
relationship between the Consultant and the Company or an Affiliate for any
reason, including, but not by way of limitation, a termination by resignation,
discharge, death, disability, or the disaffiliation of an Affiliate, but
excluding any such termination where there is a simultaneous re-engagement of
the consultant by the Company or an Affiliate; and (c) in the case of a
non-employee Director, a cessation of the Director's service on the Board for
any reason, including, but not by way of limitation, a termination by
resignation, death, disability, retirement or non-reelection to the Board.

         3. Stock Subject to the Plan. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is four million (4,000,000) Shares. The Shares may be
authorized but unissued or reacquired shares of Common Stock. If an Option
expires or becomes unexercisable for any reason without having been exercised in
full, the Shares which were subject to the Option but as to which the Option was
not exercised shall, unless the Plan shall have been terminated, became
available for other Option grants under the Plan. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, the Committee shall adjust the
number and class of Shares which may be delivered under the Plan and the number,
class, and price of Shares subject to outstanding Options in such manner as the
Committee (in its sole discretion) shall determine to be appropriate to prevent
the dilution or diminution of such Options.

                                       2
<PAGE>

         4. Administration of the Plan.

                  (a) Procedure. The Plan shall be administered by the Board.
The Board may appoint a committee consisting of not less than three (3) members
of the Board to administer the Plan, subject to such terms and conditions as the
Board may prescribe, once appointed, the committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies, however caused, and remove all members of the Committee and,
thereafter, directly administer the Plan.

                  Members of the Board or Committee who are either eligible for
Options or have been granted Options may vote on any matters affecting the
administration of the Plan or the grant of Options pursuant to the Plan, except
that no such member shall act upon the granting of an Option to himself, but any
such member may be counted in determining the existence of a quorum at any
meeting of the Board or the Committee during which action is taken with respect
to the granting of an Option to him or her.

                  The Committee shall meet at such times and places and upon
such notice as the Chairperson determines. A majority of the Committee shall
constitute a quorum. Any acts by the Committee may be taken at any meeting at
which a quorum is present and shall be by majority vote of those members
entitled to vote. Additionally, any acts reduced to writing or approved in
writing by all of the members of the Committee shall be valid acts of the
Committee.

                  (b) Powers of the Committee. Subject to the provisions of the
Plan, the Committee shall have the authority: (i) to determine, upon review of
relevant information, the Fair Market Value of the Common Stock; (ii) to
determine the exercise price of options to be granted, the Employees, Directors
and Consultants to whom and the time or times at which options shall be granted,
and the number of shares to be represented by each option; (iii) to interpret
the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to
the Plan;. (v) to determine the terms and provisions of each option granted
under the Plan (which need not be identical) and, with the consent of the holder
thereof, to modify or amend any option; (vi) to authorize any person to execute
on behalf of the Company any instrument required to effectuate the grant of an
Option previously granted by the Committee; (vii) defer an exercise date of any
Option with the consent of the Optionee), subject to the provisions of Section
9(a) of the Plan; (viii) to determine whether Options granted under the Plan
will be Incentive Stock Options or Nonstatutory Stock Options; and (ix) to make
all other determinations deemed necessary or advisable for the administration of
the Plan.

                                       3
<PAGE>

                  (c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all potential or actual Optionees, any other holder of an Option or other
equity security of the Company and all other persons.

         5. Eligibility.

                  (a) Persons Eligible for Options. Options under the Plan may
be granted only to Employees, Directors or Consultants whom the Committee, in
its sole discretion, may designate from time to time. Incentive Stock Options
may be granted only to Employees. An Employee who has been granted an Option, if
he or she is otherwise eligible, may be granted an additional Option or Options.
However, the aggregate Fair Market Value of the Shares subject to one or more
Incentive Stock Options grants that are exercisable for the first time by an
Optionee during any calendar year (under all stock option plans of the Company
and its Subsidiaries) shall not exceed $100,000 (determined as of the grant
date).

                  (b) No Right to Continuing Employment. Neither the
establishment nor the operation of the Plan shall confer upon any Optionee or
any other person any right with respect to continuation of employment or other
service with the Company or any Subsidiary, nor shall the Plan interfere in any
way with the right of the Optionee or the right of the Company (or any
Subsidiary) to terminate such employment or service at any time.

         6. Term of Plan. The Plan shall become effective upon its adoption by
the Board or its approval by vote of the holders of the outstanding shares of
the Company entitled to vote on the adoption of the Plan (in accordance with the
provisions of Section 17 hereof), whichever is earlier. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 14 of
the Plan.

         7. Term of Option. Unless the Committee determines otherwise, the term
of each Option granted under the Plan shall be ten (10) years from the date of
grant. The term of the Option shall be set forth in the Option Agreement. No
Incentive Stock Option shall be exercisable after the expiration of ten (10)
years from the date such Option is granted; provided that, no Incentive Stock
Option granted to any Employee who, at the date such Option is granted, owns
(within the meaning of Section 425(d) of the Code) more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or any
Affiliates shall be exercisable after the expiration of five (5) years from the
date such Option is granted.

         8. Exercise Price and Consideration.

                  (a) Exercise Price. Except as provided in subsection (b)
below, the exercise price for the Shares to be issued pursuant to any Option
shall be such price as is determined by the Committee, which shall in no event
be less than: the Fair Market Value of such Shares on the date the Option is
granted; provided that, in the case of any Optionee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Affiliate of the Company, the exercise price shall
be not less than one hundred and ten percent (110%) of Fair Market Value of such
Shares on the date the Option is granted.

                                       4
<PAGE>

                  (b) Ten Percent Stockholders. No Option shall be granted to
any Employee who, at the date such Option is granted, owns (within the meaning
of Section 424(d) of the Code) more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Subsidiary, unless
the exercise price for the Shares to be issued pursuant to such Option is at
least equal to one hundred and ten percent (110%) of the Fair Market Value of
such Shares on the grant date.

                  (c) Consideration. The consideration to be paid for the
Optioned Shares shall be payment in cash or by check unless payment in some
other manner, including by promissory note, other shares of the Company's Common
Stock or such other consideration and method of payment for the issuance of
Optioned Shares as is authorized by the Committee at the time of the grant of
the Option. Any cash or other property received by the Company from the sale of
Shares pursuant to the Plan shall constitute part of the general assets of the
Company.

         9. Exercise of Option.

                  (a) Vesting Period. Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Committee and as shall be permissible under the terms of the Plan, which shall
be specified in the Option Agreement evidencing the Option. Options granted
under the Plan shall vest at a rate of at least twenty percent (20%) per year.

                  (b) Exercise Procedures. An Option shall be deemed to be
exercised when written notice of such exercise has been given to the Company in
accordance with the terms of the option agreement evidencing the Option, and
full payment for the Shares with respect to which the Option is exercised has
been received by the Company.

         An Option may not be exercised for fractional shares. As soon as
practicable following the exercise of an Option in the manner set forth above,
the Company shall issue or cause its transfer agent to issue stock certificates
representing the Shares purchased. Until the issuance of such stock certificates
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Optioned
Shares notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other rights for which the record date is prior to the date of
the transfer by the Optionee of the consideration for the purchase of the
Shares, except as provided in Section 11 of the Plan. The exercise of an Option
by any person subject to short-swing trading liability under Section 16(b) of
the Exchange Act shall be subject to compliance with all applicable requirements
of Rule l6b promulgated under the Exchange Act.

                  (c) Death of Optionee. In the event of the death during the
Option period of an Optionee who is at the time of his death, or was within the
ninety (90)-day period immediately prior thereto, an Employee, Director or
Consultant, the Option may be exercised, at any time prior to the expiration of
the Option period, by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
of the accrued right to exercise at the time of the termination or death,
whichever comes first.

                                       5
<PAGE>

                  (d) Disability of Optionee. In the event of the disability
during the Option period of an Optionee who is at the time of such disability,
or was within the ninety (90)-day period prior thereto, an Employee, Director or
Consultant, the Option may be exercised at any time within one (1) year
following the date of disability, but only to the extent of the accrued right to
exercise at the time of the termination or disability, whichever comes first,
subject to the condition that no option shall be exercised after the expiration
of the Option period.

                  (e) Termination of Status as an Employee, Director or
Consultant. If an Optionee shall cease to be an Employee or Director for any
reason other than disability or death, or if an Optionee shall cease to be
Consultant for any reason, the Optionee may, but only within ninety (90) days
(or such other period of time as is determined by the Committee, but no greater
than ninety (90) days in the case of an Incentive Stock Option) after such
Optionee's Termination of Service, exercise his or her Option to the extent that
he or she was entitled to exercise it at the date of such termination, subject
to the condition that no option shall be exercisable after the expiration of the
Option period.

                  (f) Exercise of Option with Stock. The Committee may permit an
Optionee to exercise an Option by delivering shares of the Company's Common
Stock. If the Optionee is so permitted, the option agreement covering such
Option may include provisions authorizing the Optionee to exercise the Option,
in whole or in part, by: (i) delivering whole shares of the Company's Common
Stock previously owned by such Optionee (whether or not acquired through the
prior exercise of a stock option) having a Fair Market Value equal to the
aggregate exercise price for the Optioned Shares issuable on exercise of the
Option; and/or (ii) directing the Company to withhold from the Shares that would
otherwise be issued upon exercise of the Option that number of whole Shares
having a fair market value equal to the aggregate exercise price for the
Optioned Shares issuable on exercise of the Option. Shares of the Company's
Common Stock so delivered or withheld shall be valued at their Fair Market Value
at the close of the last business day immediately preceding the date of exercise
of the Option, as determined by the Committee. Any balance of the exercise price
shall be paid in cash. Any shares delivered or withheld in accordance with this
provision shall not again become available for purposes of the Plan and for
Options subsequently granted thereunder.

                  (g) Withholding Requirements. Prior to the delivery of any
Shares, the Company shall have the power and the right to deduct or withhold, or
require an Optionee to remit to the Company, an amount sufficient to satisfy
federal, state, and local taxes (including the Optionee's FICA obligation)
required to be withheld.

                  (h) Withholding Arrangements. The Committee, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit an Optionee to satisfy such tax withholding obligation, in whole or
in part by (a) electing to have the Company withhold otherwise deliverable
Shares, or (b) delivering to the Company already-owned Shares having a Fair
Market Value equal to the amount required to be withheld. The amount of the
withholding requirement shall be deemed to include any amount which the
Committee agrees may be withheld at the time the election is made, not to exceed
the amount determined by using the maximum federal, state or local marginal
income tax rates applicable to the Optionee with respect to the Option on the
date that the amount of tax to be withheld is to be determined. The Fair Market
Value of the Shares to be withheld or delivered shall be determined as of the
date that the taxes are required to be withheld.


                                       6
<PAGE>



         10. Non-Transferability of Shares. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option as it
may deem advisable, including, but not limited to, restrictions related to
applicable federal securities laws, the requirements of any national securities
exchange or system upon which Shares are then listed or traded, or any blue sky
or state securities laws.

         11. Limited Transferability of Options No Option granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will, by the laws of descent and distribution. All
rights with respect to an Option granted to an Optionee shall be available
during his or her lifetime only to the Optionee.

         12. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Optioned Shares covered
by each outstanding Option, and the per share exercise price of each such
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, recapitalization, combination, reclassification, the payment of a
stock dividend on the Common Stock or any other increase or decrease in the
number of such shares of Common Stock effected without receipt of consideration
by the Company. Such adjustment shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.

         Unless otherwise determined by the Committee, upon the dissolution or
liquidation of the Company the Options granted under the Plan shall terminate
and thereupon become null and void. Each Optionee shall be given not less than
ten (10) days notice of such event and the opportunity to exercise each
outstanding option before such event is effected.

         13. Time of Granting Options. Unless otherwise specified by the
Committee, the date of grant of an Option under the Plan shall be the date on
which the Committee makes the determination granting such option. Notice of the
determination shall be given to each Optionee to whom an Option is so granted
within a reasonable time after the date of such grant.

         14. Amendment and Termination of the Plan. The Board may, at any time,
amend or discontinue the Plan and may, at any time, amend or cancel any
outstanding Option (or provide substitute Options at the same or reduced
exercise price or with no exercise price in a manner not inconsistent with the
terms of the Plan, but such price, if any, must satisfy the requirements which
would apply to the substitute or amended Option if it were then initially
granted under this Plan) for the purpose of satisfying changes in law or for any
other lawful purpose, but no such action shall adversely affect rights under any
outstanding Option without the holder's consent. If and to the extent determined
by the Board to be required to ensure that Incentive Stock Options granted under
the Plan are qualified under Section 422 of the Code, Plan amendments shall be
subject to approval by the Company's stockholders entitled to vote at a meeting
of stockholders.

         15. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an Option granted under the Plan unless the exercise of such option
and the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.


                                       7
<PAGE>

         16. Reservation of Shares. During the term of this Plan the Company
will at all times reserve and keep available the number of Shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain from any regulatory body having jurisdiction and authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of such Shares as to which such requisite authority shall
not have been obtained.

         17. Effective Date of Plan. This Plan shall become effective when
adopted by the Company's Board of Directors, but no Option granted under the
Plan shall become exercisable and no shares shall be issuable under the Plan
unless the Plan shall have been approved by the Company's stockholders. If such
stockholder approval is not obtained within twelve (12) months of the Board's
approval, then all Options previously granted under the Plan shall terminate,
and no further Options shall be granted or issued.

         18. Indemnification. Each person who is or shall have been a member of
the Committee, or of the Board, shall be indemnified and held harmless by the
Company against and from (a) any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any Option, and (b) from any and all amounts
paid by him or her in settlement thereof, with the Company's approval, or paid
by him or her in satisfaction of any judgment in any such claim, action, suit,
or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company's Articles of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under
any power that the Company may have to indemnify them or hold them harmless.

                                       8