Exhibit 4.16


THIS WARRANT AND THE SECURITIES PURCHASABLE UPON ITS EXERCISE HAVE BEEN AND WILL
BE, AS THE CASE MAY BE, ISSUED WITHOUT  REGISTRATION UNDER THE SECURITIES ACT OF
1933,  AS AMENDED (THE "ACT"),  AND MAY NOT BE SOLD,  TRANSFERRED,  OR OTHERWISE
DISPOSED  OF,  UNLESS  SO  REGISTERED  OR AN  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH SALE, TRANSFER, OR DISPOSITION.

                               WARRANT TO PURCHASE
                                 COMMON STOCK OF
                           INTRAOP MEDICAL CORPORATION
                                 WARRANT #CC-XX

                      Issued this XX day of ________, 2007.

FOR VALUE RECEIVED, subject to the terms and conditions herein set forth, ______
("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 $0.40 per share (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 _____________, 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 the third  anniversary  of the date first written  above (the  "Expiration
Date").  Subject to Section 8, 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.

          (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.

                                       2
<PAGE>

     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 9 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.

          (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 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 the Company's  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.

                                       3
<PAGE>

          (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.

     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.


                                        INTRAOP MEDICAL CORPORATION


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



                                       4
<PAGE>

                                SUBSCRIPTION FORM


     The  undersigned  registered  owner of the Warrant which  accompanies  this
Subscription Form hereby  irrevocably  exercises such warrant for, and purchases
_________ shares 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,  at the price and on the terms and
conditions  specified in such Warrant and  represents,  warrants,  covenants and
agrees as follows:

     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" as defined in 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.

<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 at undersigned's expense (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 AND AT HOLDER'S EXPENSE,  REGISTRATION  UNDER THE ACT IS UNNECESSARY
IN ORDER FOR SUCH  TRANSFER  TO COMPLY  WITH THE ACT AND WITH  APPLICABLE  STATE
SECURITIES LAWS.

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.

<PAGE>

     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.

     3. REGISTRATION RIGHTS.

     3.01 Company Registration.  If at any time or from time to time the Company
shall  determine to register any of its  securities  under the Securities Act of
1933, as amended (the  "Securities  Act") in connection with the public offering
of its securities solely for cash (other than a registration  relating solely to
the sale of securities to  participants in a Company stock plan or a transaction
covered  by Rule 145 or any  registration  on any form  which  does not  include
substantially  the same  information  as would be  required  to be included in a
registration  statement  on Form S-3 or any  successor or  substitute  form) the
Company shall, at such time,  promptly give the undersigned holder of the Shares
(or any  transferee  thereof)  written  notice  of such  registration.  Upon the
written  request of such holder,  given within twenty (20) days after mailing of
such notice by the Company,  the Company  shall,  subject to the  provisions  of
Section 3.02,  cause to be registered under the Securities Act all of the Shares
that the holder thereof has requested to be registered.

     3.02  Underwriting;  Other  Provisions.  In  connection  with any  offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall not be required to include any of the Shares in such  underwriting  unless
the holder(s) of such Shares accept the terms of the underwriting as agreed upon
between  the Company and the  underwriters  selected by it (or by other  persons
entitled  to  select  the  underwriters).  If the total  amount  of  securities,
requested by stockholders to be included in such offering  exceeds the amount of
securities  sold other than by the Company  that the  underwriters  determine in
their sole discretion is compatible  with the success of the offering,  then the
Company  shall be required to include in the  offering  only that number of such
securities  which the  underwriters  determine in their sole discretion will not
jeopardize  the  success of the  offering  (the  securities  so  included  to be
apportioned  pro rata  among the  selling  stockholders  according  to the total
amount of  securities  entitled to be  included  therein  owned by each  selling
stockholder or in such other  proportions as shall mutually be agreed to by such
selling  stockholders).  The  Company  shall pay  expenses  of the holder of the
Shares in any such  registration  to the same extent as is  applicable  to other
selling  stockholders  in such  registration  pursuant  to the  Investor  Rights
Agreement  between the Company and the holders of  Preferred  Stock in effect at
the time of such registration.


<PAGE>



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


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

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

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

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

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



ACKNOWLEDGED AND AGREED:

INTRAOP MEDICAL CORPORATION


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


<PAGE>

     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)


<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)