Exhibit 4.17


THIS  WARRANT  AND THE  SECURITIES  ISSUABLE  UPON  ITS  EXERCISE  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
NOR HAVE THEY BEEN  REGISTERED  OR QUALIFIED  UNDER THE  SECURITIES  LAWS OF ANY
STATE, AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,  HYPOTHECATED,  ASSIGNED OR
TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE  SECURITIES,
OR (ii) PURSUANT TO A SPECIFIC  EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT.

                               WARRANT TO PURCHASE
                                 COMMON STOCK OF
                           INTRAOP MEDICAL CORPORATION
                                     WARRANT

     FOR VALUE RECEIVED,  subject to the terms and conditions  herein set forth,
Emerging Markets Consulting, LLC, a Florida limited liability company ("Holder")
is entitled to purchase from Intraop Medical  Corporation,  a Nevada corporation
(the "Company"), at any time prior to the Expiration Date (as defined below), at
a price per share as set forth in Section 1 hereof (the  "Warrant  Price"),  the
number of fully paid and  non-assessable  shares of common stock of the Company,
$0.001  par  value,  ("Common  Stock")  as set forth in  Section  2 hereof  (the
"Shares").

     1.  Warrant  Price.  The Warrant  Price for each of the Shares  purchasable
hereunder  shall be Forty  Cents  ($0.40)  (the  "Warrant  Price"),  subject  to
adjustment as provided in Section 10.

     2. Number of Shares.  The number of Shares  issuable  upon exercise of this
Warrant  shall be One  Hundred  Thousand  (100,000),  subject to  adjustment  as
provided in Section 10.

     3. Expiration of Warrant. Subject to earlier termination in accordance with
Section 8 below,  this Warrant  shall expire and shall no longer be  exercisable
after April 9, 2012 (the "Expiration  Date").  Prior to the Expiration Date, the
Company may not call or otherwise  redeem this Warrant without the prior written
consent of Holder.

     4. No Fractional Shares. This Warrant may not be exercised as to fractional
Shares.

     5. No Stockholder  Rights.  This Warrant shall not entitle Holder to any of
the rights of a stockholder  of the Company until such time as Holder  exercises
this Warrant.

     6. Reservation of Shares. The Company covenants that during the period this
Warrant is exercisable  it will reserve from its authorized and unissued  shares
of Common Stock a sufficient number of shares to provide for the issuance of the
maximum  number of shares of Common  Stock  issuable  upon the  exercise of this
Warrant.  The Company agrees that its issuance of this Warrant shall  constitute
full authority to its officers to instruct the Company's transfer agent to issue
the necessary  certificates for shares of Common Stock upon the exercise of this
Warrant.

                                       1
<PAGE>

     7. Exercise of Warrant.

          (a) This Warrant may be exercised by Holder,  in whole or in part,  by
the surrender of this Warrant at the principal  office of the Company,  together
with  the  Subscription  Form  attached  hereto  duly  completed  and  executed,
accompanied  by payment in full of the  aggregate  Warrant  Price for the Shares
being purchased upon such exercise.  In the event of exercise of this Warrant in
compliance with the provisions hereof,  certificates for the Shares so purchased
shall be delivered to Holder  promptly  and,  unless this Warrant has been fully
exercised or expired, a new Warrant  representing that portion of the Shares, if
any, with respect to which this Warrant will not then have been exercised, shall
be issued  to  Holder.  The  Warrant  shall be  deemed  to have  been  exercised
immediately  prior to the close of  business  on the date of its  surrender  for
exercise as provided above,  and Holder shall be treated for all purposes as the
holder of record of such shares as of the close of business on such date.

     In lieu of  exercising  this  Warrant  pursuant to the first  paragraph  of
Section 7 (a),  Holder  may elect to receive  Shares  equal to the value of this
Warrant (or any portion  thereof  remaining  unexercised)  by  surrender of this
Warrant at the principal  office of the Company  together with the  Subscription
Form,  in which  event  the  Company  shall  issue to  Holder a number of Shares
computed using the following formula:

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

Where X = the number of Shares to be issued to Holder.

        Y = the number of Shares for which this Warrant is then being exercised
            (at the date of such exercise).

        A = the fair market value of one Share (at the date of such exercise).

        B = the Warrant Price (as adjusted to the date of such exercise).

For purposes of this subsection fair market value of one Share shall mean:

     (i) The  average of the closing  bid and asked  prices of the Common  Stock
     quoted in the NASDAQ National Market System or the Over-the-Counter  market
     or the closing  price  quoted on any  exchange on which the Common Stock is
     listed, whichever is applicable, as published in the Western Edition of The
     Wall  Street  Journal  for the five (5)  trading  days prior to the date of
     determination of the fair market value; or

     (ii) If the Common Stock is not publicly traded,  the per share fair market
     value  of the  Common  Stock  shall  be  determined  in good  faith  by the
     Company's Board of Directors. If Holder disagrees with the determination by
     the Board of  Directors  of the fair market  value of the Common Stock then
     such fair market  value shall be  determined  by an  independent  appraiser
     selected  jointly by the  Company and  Holder.  The cost of such  appraisal
     shall be paid equally by the Company and Holder.

                                       2
<PAGE>

          (b) As  promptly  as  practicable  on or after such date,  the Company
shall cause to be issued and delivered to Holder a certificate  or  certificates
for the number of full Shares issuable upon such exercise.  Notwithstanding  the
foregoing or any other provision of this Warrant,  this Warrant can be exercised
in whole or in part,  provided that each partial  exercise shall not be for less
than one thousand  (1,000)  Shares at any time unless at such time less than one
thousand (1,000) such Shares are subject to such exercise.

          (c) Issuance of certificates  for the Shares upon the exercise of this
Warrant  shall be made without  charge to the  registered  holder hereof for any
issue or transfer tax or other  incidental  expense with respect to the issuance
of such  certificates,  all of which  taxes  and  expenses  shall be paid by the
Company,  and such  certificates  shall be issued in the name of the  registered
holder  of this  Warrant  or in such  name or  names as may be  directed  by the
registered  holder  of  this  Warrant;  provided,  however,  that  in the  event
certificates  for the  Shares  are to be issued in a name other than the name of
the  registered  holder of this Warrant,  this  Warrant,  when  surrendered  for
exercise,  shall be  accompanied  by the  Assignment  Form attached  hereto duly
executed by Holder hereof,  and provided  further,  that any such transfer shall
comply with Section 9 hereof.

     8. Automatic Termination.  In the event of the sale of all or substantially
all the capital  stock,  or  substantially  all the assets,  of the Company in a
merger, business combination, or other form of business transaction in which the
Company's  stockholders do not own at least a majority of the outstanding voting
securities  of  the  surviving   corporation  or  business   entity  after  such
transaction (based solely on such Company stockholders'  holdings of the Company
prior to the  transaction)  then the Company  shall give Holder at least  twenty
(20)  days  written  notice  of the  proposed  effective  date and terms of such
offering,  transaction or agreements, and if this Warrant has not been exercised
before the  effective  date set forth in such notice,  then this Warrant and the
rights hereunder shall automatically terminate in its entirety.

     9. Transfer or Assignment of Warrant.

          (a) This  Warrant,  and any rights  hereunder,  may not be assigned or
transferred, except as provided herein and in accordance with and subject to the
provisions of (i) applicable  state securities laws, and (ii) the Securities Act
of 1933, as amended, and the rules and regulations  promulgated thereunder (such
Act and such rules and regulations being hereinafter collectively referred to as
the "Act").  Any purported  transfer or assignment made other than in accordance
with this Section 10 shall be null and void and of no force and effect.

          (b) This Warrant,  and any rights  hereunder,  may be  transferred  or
assigned only upon receipt by the Company of (i) notice of the proposed transfer
or assignment  and a detailed  statement of the  circumstances  surrounding  the
proposed transfer or assignment and (ii) if reasonably requested by the Company,
an  opinion of  counsel  reasonably  satisfactory  to the  Company  that (i) the
transferee is a person to whom this Warrant may be legally  transferred  without
registration  under  the Act,  and (ii)  such  transfer  will  not  violate  any
applicable  law  or  governmental   rule  or  regulation,   including,   without
limitation, any applicable federal or state securities law.

                                       3
<PAGE>

          (c) Any assignment  permitted  hereunder shall be made by surrender of
this Warrant to the Company at its  principal  office with the  Assignment  Form
annexed  hereto duly  executed and funds  sufficient to pay any transfer tax, if
any. In such event, the Company shall, without charge, execute and deliver a new
warrant in the name of the assignee  named in such  instrument  of assignment in
the amount so assigned and this Warrant  shall be promptly  canceled,  provided,
however, that in the event that Holder hereof shall assign or transfer less than
the full amount of this Warrant,  a new warrant evidencing the remaining portion
of this  Warrant not so assigned or  transferred  shall be issued in the name of
Holder.

     10. Adjustments to Warrant Price and Shares.

          (a) If  outstanding  shares of the  Company's  Common  Stock  shall be
subdivided  into a greater  number of shares or a dividend in Common Stock shall
be paid in respect of Common  Stock,  the  Warrant  Price in effect  immediately
prior  to  such  subdivision  or at the  record  date  of  such  dividend  shall
simultaneously  with the  effectiveness of such subdivision or immediately after
the record date of such  dividend be  proportionately  reduced.  If  outstanding
shares of Common Stock shall be combined  into a smaller  number of shares,  the
Warrant  Price  in  effect   immediately   prior  to  such  combination   shall,
simultaneously  with the effectiveness of such combination,  be  proportionately
increased.  When any adjustment is required to be made in the Warrant Price, the
number of shares of Common Stock  purchasable  upon the exercise of this Warrant
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior to
such adjustment,  multiplied by the Warrant Price in effect immediately prior to
such  adjustment,  by (ii) the Warrant  Price in effect  immediately  after such
adjustment.

          (b) When any adjustment is required to be made in the number of shares
of Common  Stock  purchasable  hereunder or the Warrant  Price  pursuant to this
Section 10, the Company  shall  promptly  mail to Holder a  certificate  setting
forth (i) a brief  statement of the facts  requiring such  adjustment,  (ii) the
Warrant  Price after such  adjustment  and (iii) the kind and amount of stock or
other securities or property into which this Warrant shall be exercisable  after
such adjustment.

          (c)  The  Company  shall  not,  by  amendment  of its  Certificate  of
Incorporation,  as  amended  from time to time,  or  through  a  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of its terms to be  observed  or  performed  under  this
Warrant by the Company,  but shall at all times in good faith assist in carrying
out of all the  provisions  of this  Section 10 and in taking all such action as
may be necessary or appropriate to protect Holder's rights under this Section 10
against impairment.

     11. Loss, Theft,  Destruction or Mutilation of Warrant. Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction  or  mutilation  of this  Warrant,  and in case of  loss,  theft  or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and  deliver  a new  warrant  identical  in tenor  and date in lieu of this
Warrant.

                                       4
<PAGE>

     12.  General.  This  Warrant  shall  be  governed  by  and  interpreted  in
accordance  with the laws of the State of California,  except for its principles
of  conflicts  of  laws.  The  headings  in this  Warrant  are for  purposes  of
convenience  and  reference  only and shall not be deemed to  constitute  a part
hereof.  Neither  this  Warrant  nor any term  hereof  may be  changed,  waived,
discharged  or  terminated  orally but rather only by an  instrument  in writing
signed by the Company and Holder.  This Warrant shall be binding on and inure to
the benefit of the parties hereto and their  respective  successors and assigns.
In case any one or more of the  provisions  of this Warrant  shall be invalid or
unenforceable in any respect,  the validity and  enforceability of the remaining
terms  and  provisions  of this  Warrant  shall  not in any way be  affected  or
impaired  thereby  and the  parties  will  attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute therefor, and upon so agreeing,  shall incorporate such substitute in
this Warrant.  All notices and other  communications  from the Company to Holder
shall be mailed by prepaid courier or first-class  registered or certified mail,
postage pre-paid, to the address furnished to the Company in writing by the last
holder who shall have furnished an address to the Company in writing.

                [remainder of this page intentionally left blank]


                                       5
<PAGE>

Issued this 9th day of April, 2007.


                                        INTRAOP MEDICAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:  Howard Solovei
                                            Title: Chief Financial Officer


                                       6
<PAGE>

                                SUBSCRIPTION FORM


     The  undersigned  registered  owner of the Warrant which  accompanies  this
Subscription  Form hereby  irrevocably  (a)  exercises  such  warrant  for,  and
purchases  ______  shares of Common  Stock (the  "Shares")  of  Intraop  Medical
Corporation, a Nevada corporation (the "Company"), purchasable upon the exercise
of such Warrant,  and herewith  makes payment  therefor,  or (b) exercises  such
Warrant  for  ______  shares  of  Intraop  Medical   Corporation   Common  Stock
purchasable  under the Warrant  pursuant to the net exercise  provisions  of the
second  paragraph  of Section  7(a) of such  Warrant all at the price and on the
terms and conditions specified in such Warrant.

     1.01 Authorization.  This exercise  constitutes a valid and legally binding
obligation of the undersigned, enforceable in accordance with its terms.

     1.02 Investment Representation.  The undersigned acknowledges,  represents,
and warrants  that it (a) has a  preexisting  personal or business  relationship
with the Company,  and/or by reason of its business or financial  experience has
the capacity to protect its own  interests in connection  with the  transaction,
and (b) is an "accredited  investor" under Regulation D of the Securities Act of
1933, as amended (the "Act").  The undersigned  further  acknowledges that it is
aware that the Shares have not been registered under the Act, or qualified under
any  state's  securities  laws.  The Shares are being  acquired  for  investment
purposes only and not for sale or with a view to distribution of all or any part
thereof.

     1.03 Access to Information.  The undersigned represents that it has or will
have had upon  exercise of the Warrant an  opportunity  to ask  questions of and
receive  answers  from the Company  regarding  the terms and  conditions  of its
purchase of the Shares  concerning  the  business,  financial  affairs and other
aspects of the  Company,  and it has further had the  opportunity  to obtain any
information (to the extent the Company possesses or can acquire such information
without unreasonable effort or expense) which it deems necessary to evaluate its
investment or to verify the accuracy of  information  otherwise  provided to it.
The  undersigned  acknowledges  that it is not relying upon any person,  firm or
corporation  (other than the Company and its officers and  directors)  in making
its  investment  or  decision  to invest  in the  Company,  and the  undersigned
represents  that it has been  solely  responsible  for its own  "due  diligence"
investigation  of the  Company  and its  management  and  business,  for its own
analysis of the merits and risks of this investment.

     1.04 Investment Experience. The undersigned represents and warrants that by
reason of its financial and business experience,  it has the capacity to protect
its interests in connection with these transactions.

     1.05 Restricted  Securities.  The undersigned  understands  that the Shares
will be characterized as "restricted  securities"  under the federal  securities
laws inasmuch as they are being  acquired from the Company in a transaction  not
involving a public offering, and that under such laws and applicable regulations
such securities may be resold without registration under the Act only in certain
limited   circumstances   and  that  otherwise  such  securities  must  be  held
indefinitely. In this connection, the undersigned represents that it is familiar
with SEC Rule 144, as presently in effect,  and the conditions which must be met
in order for that Rule to be available  for resale of  "restricted  securities,"
and understands the resale limitations imposed by the Act.

                                       1
<PAGE>

     1.06 Further  Limitations on  Disposition.  Without in any way limiting the
representations  set forth above, the undersigned further agrees not to make any
disposition of all or any portion of the Shares unless and until:

               (a) There is then in effect a "Registration  Statement" under the
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance with such Registration  Statement and any applicable  requirements of
state securities laws; or

               (b) (i) the  undersigned  shall have  notified the Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
reasonably  requested by the Company,  shall have  furnished the Company with an
opinion of counsel  (except for  dispositions  pursuant to Rule 144 of the Rules
and Regulations under the Act which dispositions shall not so require an opinion
of counsel) reasonably  satisfactory to the Company,  that such disposition will
not require registration of the Shares under the Act or the consent of or permit
from appropriate authorities under any applicable state securities law.

               (c)  Notwithstanding  the  provisions of  paragraphs  (a) and (b)
above, no such  Registration  Statement or opinion of counsel shall be necessary
for a transfer by the  undersigned  to a constituent  stockholder or constituent
partner (including any constituent of a constituent) of the undersigned,  if the
transferee or transferees  agree in writing to be subject to the terms hereof to
the same extent as if they were the undersigned hereunder.

2. RESTRICTIONS ON THE TRANSFER OF SECURITIES.

     2.01  Corporate  Securities  Law. The Shares shall be  transferred  only in
compliance with the conditions  specified in Section 1.06,  which conditions are
intended  to  ensure  compliance  with  the  provisions  of the  Act  and  state
securities  laws with  respect  to the  transfer  of any such  securities.  Each
certificate  representing the Shares shall bear at least a legend  substantially
in the following form until such time as the conditions of such legend have been
met:

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  ("ACT"),  NOR HAVE THEY BEEN  REGISTERED  OR QUALIFIED
UNDER THE SECURITIES  LAWS OF ANY STATE.  NO TRANSFER OF SUCH SECURITIES WILL BE
PERMITTED UNLESS A REGISTRATION  STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
TRANSFER,  THE TRANSFER IS MADE IN ACCORDANCE  WITH RULE 144 UNDER THE ACT OR AS
OTHERWISE PERMITTED BY THE COMPANY, OR IN THE OPINION OF COUNSEL SATISFACTORY TO
THE  COMPANY,  REGISTRATION  UNDER  THE ACT IS  UNNECESSARY  IN  ORDER  FOR SUCH
TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.

                                       2
<PAGE>

The  Company  shall,  within  ten (10) days of the  request  of any  holder of a
certificate  bearing the foregoing legend and the surrender of such certificate,
issue a new stock certificate in the name of the transferee  provided that there
has been compliance with the provisions of subsection 1.06 above.

2.02  Additional  Legends.  The Company may also  impose any  additional  legend
required under  applicable  federal or state  securities laws or permitted under
its bylaws and shall be  entitled  to issue stop  transfer  notices on its books
with respect to any  securities  purchased  hereunder  until the  conditions set
forth in the applicable legends have been met.


        Dated:
              ----------


                             ---------------------------------------------------
                             (Signature of Registered Owner)

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

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

                             ---------------------------------------------------
                             (City, State, Zip Code)

                             ---------------------------------------------------
                             Social Security or Tax Identification Number


     If the number of Shares issuable upon this exercise shall not be all of the
Shares  which the  undersigned  is entitled to purchase in  accordance  with the
enclosed  Warrant,  the undersigned  requests that a new warrant  evidencing the
right to purchase  the Shares not issuable  pursuant to the  exercise  evidenced
hereby be issued in the name of and delivered to:

--------------------------------------------------------------------------------
                         (Please print name and address)
================================================================================


Date:                        Name of Holder:
     -------------------     (Print)
                                    --------------------------------------------

                             (By)
                                 -----------------------------------------------
                             (Name:)
                             (Title:)

                             (Signature must conform in all respects to name of
                              holder as specified on the face of the Warrant)


                                       3
<PAGE>

                               FORM OF ASSIGNMENT

                 (To be signed only upon assignment of Warrant)


     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto:

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

          (Name and address of assignee must be printed or typewritten)


___________ shares of Intraop Medical Corporation Common Stock purchasable under
the   within   Warrant,   hereby   irrevocably   constituting   and   appointing
______________________  Attorney  to transfer  said  Warrant on the books of the
Company, with full power of substitution in the premises.


        Dated:
              ----------


                             -------------------------------
                             (Signature of Registered Owner)