Exhibit 10.29

                                    AGREEMENT

     THIS  AGREEMENT  (the  "Agreement")  is entered  into as of this 1st day of
April 2007, by and between Emerging Markets  Consulting,  LLC, a Florida limited
liability company (herein referred to as "EMC") and Intraop Medical Corporation,
a Nevada corporation (herein referred to as "the Company").

                                    RECITALS

A.   Whereas,  the Company routinely provides  information about its business to
     various  parties to further its business and  opportunities  ("the  Company
     Information");

B.   Whereas, the Company requires assistance with the design, development,  and
     dissemination of the Company Information;

C.   Whereas, EMC has experience in assisting entities similar to the Company in
     developing and disseminating the Company Information; and

D.   Whereas, the Company desires to engage EMC to assist in the development and
     dissemination  of the  Company  Information  and EMC  desires to accept the
     engagement upon the terms and conditions set forth herein.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the parties agree as follows:

     1. Appointment and Engagement.  The Company hereby appoints and engages EMC
as and EMC hereby accepts such appointment and engagement,  subject to the terms
and conditions set forth in this Agreement.

     2. Services to be provided by EMC. EMC shall provide the services described
on  Exhibit  A  attached  hereto  and  incorporated  herein  by  reference  (the
"Description of Services").  EMC and the Company shall update the Description of
Services on a periodic basis, as necessary. EMC shall perform such services in a
professional and timely manner as described in the Description of Services.

     3. Term of Agreement.  This Agreement shall become effective upon execution
hereof  and  remain  in  effect  for a period  of six  months  thereafter.  This
Agreement shall  automatically  be renewed for one additional six (6) month term
("the Renewal Term") unless either the Company or EMC delivers written notice to
the  other  party not less than ten (10)  days  prior to the  expiration  of the
current term that it intends to terminate the Agreement at the end of such term.
Notwithstanding  the foregoing,  the Company may terminate this Agreement in its
entirety on the three (3) month anniversary of the date of this Agreement if the
Company, in its reasonable discretion,  is not satisfied with the performance of
EMC under this Agreement by delivering written notice of such termination to EMC
not less than five (5) days prior to the end of such three (3) month term.

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     4.  Compensation.  The  Company  hereby  agrees  to pay EMC  the  following
compensation ("the fee") during the term of this Agreement

          (a) Ten thousand dollars  ($10,000) per month payable on the first day
of each month in advance of each  respective  month for which services are to be
rendered during the six month term of this  agreement;  and if this agreement is
renewed,  ten thousand  dollars  ($10,000) per month payable on the first day of
each month in  advance of each  respective  month for which  services  are to be
rendered for each month for the Renewal Term.

          (b) Two hundred thousand (200,000)  restricted shares of the Company's
common stock (the "Shares") as follows: (i) 100,000 shares shall be delivered to
EMC  upon the  execution  of this  Agreement;  and  (ii)  one  hundred  thousand
(100,000)  shares  shall be  delivered  to EMC upon the first day of the Renewal
Term;

          (c) 100,000 cashless common stock purchase  warrants (the "Warrants").
The Warrants shall vest upon execution  hereof,  have an exercise price of $0.40
per  share  and be  exercisable  from the date of  execution  hereof  until  the
expiration of five years. The form of Warrant is attached hereto as Exhibit B.

          (d) Upon the  first day of the  Renewal  Term of this  agreement,  EMC
shall receive 100,000  cashless common stock purchase  warrants (the "Warrants")
which shall vest  immediately,  have an exercise price of $1.00 per share and be
exercisable  by EMC from the date of execution  hereof until the  expiration  of
five years.

          (e) Upon the execution of this  agreement,  all amounts due and unpaid
under the prior  agreement  between EMC and the Company dated April 1, 2006 must
be paid in full.

         The Shares, the Warrants and the shares of Common Stock issuable upon
exercise of the Warrants are collectively referred to herein as "the
Securities."

          (f) Upon  delivery  of any  portion of the fee paid  either in cash or
securities  to  EMC,  that  portion  of the  fee  shall  be  deemed  earned  and
non-refundable and is paid to EMC for the purpose of assuring EMC's availability
to perform the services set forth on Exhibit A hereto.

     5.  Securities  Matters.  EMC  hereby  represents,  warrants  and agrees as
follows:

          (a) Purchase Entirely for Own Account. The Securities will be acquired
for investment for EMC's own account,  not as a nominee or agent, and not with a
view to the  resale or  distribution  of any part  thereof,  and that EMC has no
present  intention  of selling,  granting  any  participation  in, or  otherwise
distributing the Securities.

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          (b) Reliance on  Representations.  EMC understands that the Securities
are not registered under the Securities Act of 1933, as amended (the "1933 Act")
on the grounds that the sale provided for in this  Agreement and the issuance of
Securities  hereunder  is exempt  from  registration  under the Act  pursuant to
Section 4(2) thereof and Rule 506 of  Regulation D promulgated  thereunder,  and
that  the  Company's   reliance  on  such   exemption  is  predicated  on  EMC's
representations set forth herein.

          (c)  Disclosure of  Information.  EMC believes it has received all the
information  it considers  necessary  or  appropriate  for  deciding  whether to
purchase the Securities.  EMC further  represents that it has had an opportunity
to ask  questions and receive  answers from the Company  regarding the terms and
conditions of the offering of Securities and the business, properties, prospects
and financial condition of the Company.

          (d)  Investment  Experience.  EMC  is  a  sophisticated  investor  and
acknowledges  that it is able to fend for itself,  himself or herself,  can bear
the economic risk of its  investment,  and has such  knowledge and experience in
financial or business  matters that it is capable of  evaluating  the merits and
risks of the  investment in the  Securities.  EMC has not been organized for the
purpose of acquiring the Securities.

          (e) Accredited  Investor.  EMC is an "accredited  investor" within the
meaning of Securities and Exchange  Commission ("SEC") Rule 501 of Regulation D,
as presently in effect.

          (f) Restricted  Securities.  EMC understands that the Securities it is
purchasing  are  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 1933 Act, only in certain limited  circumstances.  In this  connection,  EMC
represents  that it is familiar  with SEC Rule 144, as presently in effect,  and
understands the resale limitations imposed thereby and by the 1933 Act.

          (g) Further Limitations on Disposition. For a period of two years from
the date  hereof,  without in any way  limiting  the  representations  set forth
above,  EMC further agrees not to make any  disposition of all or any portion of
the Securities unless and until:

               (i) There is then in effect a  registration  statement  under the
1933 Act covering  such proposed  disposition  and such  disposition  is made in
accordance with such registration statement; or

               (ii)  EMC  shall  have  notified  the  Company  of  its  proposed
disposition  in reliance upon Rule 144, and (ii) if reasonably  requested by the
Company,  EMC shall have  furnished  the  Company  with an  opinion of  counsel,
reasonably  satisfactory to the Company,  that such disposition will not require
registration  of such  shares  under the 1933 Act. It is agreed that the Company
will not require opinions of counsel from EMC for transactions  made pursuant to
Rule 144, except in unusual circumstances and in such instance, the cost of such
opinion shall be borne by the Company.

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               (iii)  Notwithstanding the provisions of Subsections (i) and (ii)
above, no such  registration  statement or opinion of counsel shall be necessary
for a  transfer  by  EMC  that  is a  partnership  to a  partner  or  affiliated
partnership  or  fund,  of  such  partnership  or  a  retired  partner  of  such
partnership  who  retires  after the date  hereof,  or to the estate of any such
partner or retired partner or the transfer by gift, will or intestate succession
of any partner to his or her spouse or to the siblings,  lineal  descendants  or
ancestors  of such  partner or his or her spouse,  if the  transferee  agrees in
writing  to be subject  to the terms  hereof to the same  extent as if he or she
were an original purchaser hereunder.

          (h) Legends.  It is understood  that the  certificates  evidencing the
Securities may bear a legend in substantially the following form:

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."

          (i) Rule 144 and Resale. Upon EMC notifying the Company and providing,
at its  expense,  an opinion of counsel  that the  Securities  are  eligible for
resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted
in  substitution  or replacement  thereof),  the Company will allow such sale or
transfer  and not  interfere  in any way  with  such  sale or  transfer.  If any
certificate  representing the Securities is presented to the Company's  transfer
agent for registration or transfer in connection with any sales theretofore made
in compliance  with the  securities  laws,  whether  because the  Securities are
subject  to an  effective  registration  statement  under  the  1933  Act or are
eligible for resale under Rule 144 provided  such  certificate  is duly endorsed
for transfer by the appropriate  person or accompanied by a separate stock power
duly executed by the appropriate  person and guaranteed by an eligible guarantor
institution  (banks,  stockbrokers,  savings  and loan  associations  and credit
unions with membership in an approved signature  guarantee  Medallion  program),
pursuant to SEC Rule 17Ad15.  in each case,  the Company will promptly  instruct
its  transfer  agent  to  allow  such  transfer  and to  issue  one or more  new
certificates  representing such Securities to the transferee.  All costs of such
transfer shall be borne by the Company including the costs of any legal opinion.
The  Company  shall fully  comply  with any and all federal or state  securities
laws, rules and regulations governing the issuance of any such Securities or the
resale by EMC.

     6. Reports  Under  Securities  Exchange Act of 1934.  With a view to making
available to EMC the benefits of Rule 144 promulgated under the 1933 Act and any
other  rule or  regulation  of the SEC that may at any time  permit  EMC to sell
securities of the Company to the public without registration, the Company agrees
to:

          (a)  use  its  best  efforts  to  make  and  keep  public  information
available, as those terms are understood and defined in Rule 144;

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<PAGE>

          (b) use its best  efforts to file with the SEC in a timely  manner all
reports and other  documents  required of the Company under the 1933 Act and the
Securities Exchange Act of 1934, as amended (the "1934 Act"); and

          (c) furnish to EMC, so long as EMC owns any Securities, forthwith upon
request:  (i) a written  statement by the Company that it has complied  with the
reporting  requirements  of Rule 144, the 1933 Act and the 1934 Act; (ii) a copy
of the most  recent  annual or  quarterly  report of the  Company and such other
reports and documents so filed by the Company;  and (iii) such other information
as may be  reasonably  requested  in order to permit EMC to avail  itself of any
rule or regulation of the SEC or any state  securities  authority  which permits
the selling of any such securities without registration.

     7. Company Information.

          (a) For purposes of this Agreement,  the Company  Information shall be
deemed  to  include  all  information  involving  the  Company  provided  to  or
disseminated  in any  fashion  by EMC or the  Company  or which is in the public
domain,  including but not limited to information used in electronic  media, web
casts,  information  provided  verbally or in writing,  information  provided to
persons or  entities  in EMC's  email  address  database,  data and  information
provided to Wall Street Capital Funding, information contained in press releases
concerning the Company,  and information  disseminated  about the Company at any
seminar or trade show. EMC  acknowledges  and agrees that the Company shall have
final  approval  with respect to the  dissemination  of the Company  Information
including,  without limitation, the nature and format of the Company Information
distributed,  the means of  distribution  and the  parties to whom such  Company
Information is distributed.

          (b) The Company shall provide EMC, on a regular and timely basis, with
all  approved  data and  information  about the  Company,  its  management,  its
products and/or services, and its operations, as reasonably requested by EMC for
performance  of  its  services  under  this  Agreement.  The  Company  shall  be
responsible  for advising EMC of any facts that would affect the accuracy of any
prior data and information previously supplied to EMC.

          (c) The Company  shall  promptly  provide  EMC with full and  complete
copies of all:  (a) Form 8-K,  10-QSB and 10-KSB  filings  with the SEC; (b) all
stockholder  reports  and  communications  and  press  releases;  (c)  data  and
information  supplied to any  analyst,  broker-dealer,  market  maker,  or other
member of the financial community;  and (d) product/service  brochures and sales
materials.

          (d) EMC's services and any print or advertorial materials developed by
EMC will  only be used for  training  purposes  of EMC's  employees  and/or  for
educational  purposes  or in  connection  with  the  Company's  products  and/or
services and will not be used in the offer or sale of the  Company's  securities
or in connection with any type of promotion or the Company's securities.

          (e) The Company will notify EMC  contemporaneously  if any information
or data being supplied to EMC has not been generally released or promulgated.

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     8. Duties and Representations of Company

     a. No Pending  Material  Litigation or  Proceedings.  There are no actions,
suits  or  proceedings  pending  or,  to the  best of the  Company's  knowledge,
threatened  against or affecting the Company at law or in equity or before or by
any federal,  state,  municipal or other  governmental  department,  commission,
court,  board,  bureau,  agency or  instrumentality,  domestic  or  foreign,  or
affecting  any of the officers or directors  or  principal  stockholders  of the
Company in connection  with the business,  operations or affairs of the Company,
which might  result in any adverse  change in the  business of the  Company,  or
which might prevent the Company from  performing  the services  contemplated  by
this Agreement.

     b.  Compliance  with Law and  Government  Regulations.  The  Company  is in
compliance,  and during the term of this Agreement  will be in compliance,  with
all applicable statutes, regulations, decrees, orders, restrictions,  guidelines
and standards,  whether mandatory or voluntary,  imposed by the United States of
America,  any state,  county,  municipality  or agency of any  thereof,  and any
foreign country or government to which the Company is subject.  Without limiting
the generality of the foregoing,  the services contemplated by this Agreement do
not and will  not:  (a)  involve  effecting  transactions  in any  security,  or
inducing,  or  attempting  to induce the purchase or sale of any security  which
would  require the Company or its officers or  employees  to register  under the
1934 Act;  (b)  activities  which  would  require  the  Company or its agents to
register  under  the  Investment  Advisors  Act  of  1940,  as  amended;  or (c)
activities  which would under state  regulation  relating to  broker-dealers  or
investment advisors require registration or licensing.

     c. Certain Business Practices. No officer, director, shareholder, employee,
agent or other  representative of the Company, or any person acting on behalf of
the Company, has or will directly or indirectly, given or agreed to give or give
any  illegal,  unethical  or  improper  gift or similar  benefit to any  broker,
dealer,  governmental employee or other person who is or may be in a position to
help or hinder the Company or influence the price of a security.

     d. The Company shall act diligently and promptly in providing  materials to
EMC and shall promptly inform EMC of any requested changes, misprints, errors or
inaccuracies  in  any  materials  provided  to or  prepared  by  EMC.  Prior  to
dissemination of any Company Information, the Company will review and verify all
information contained therein is true and accurate in all material respects. The
Company  acknowledges  that EMC is relying  exclusively  upon the information it
receives from the Company and the Company  acknowledges  that it is  responsible
for the truthfulness,  completeness and reliability of the information  provided
to the Company.

     9.  Activities of EMC.  EMC's  activities  pursuant to this Agreement or as
contemplated by this Agreement do not constitute and shall not constitute acting
as a securities broker or dealer or finder.  Further,  EMC shall not receive any
compensation  of any form for  introducing  or locating a potential  investor or
investor or members of the financial community to the Company.

     10.  Compliance  with 1933 Act Section 17(b).  The Company will ensure that
publishers of any  publications  containing the Company  Information will comply
with Section 17(b) of the 1933 Act regarding any publication,  notice, circular,
advertisement,  newspaper, article, letter, investment service, or communication
describing  the  Company  or its  securities  which is  disseminated,  released,
circulated,  or  published  by EMC or any  other  party  by use of any  means or
instruments of transportation or communication in interstate  commerce or by the
use of the mails.

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     11. Where Services shall be performed. EMC's services shall be performed at
EMC's main office  location or other such  designated  location as EMC deems the
most advantageous for the services to be performed.

     12. EMC as an Independent Contractor,  Third Parties and Conflicts.  EMC is
an  independent  contractor,  and not an employee of the  Company.  EMC shall be
responsible  for all  out-of-pocket  costs  it  incurs  in  connection  with the
performance of its services under this  Agreement.  EMC has no authority to bind
the Company or any  affiliate of the Company in any manner  including  any legal
action, contract, agreement, or purchase, and such action cannot be construed to
be made  in good  faith.  EMC is not  entitled  to any  medical  coverage,  life
insurance,  savings  plans,  health  insurance,  or any and all  other  benefits
afforded  Company  employees.  EMC shall be solely  responsible for any Federal,
State or local taxes.  EMC may use  subcontractors  and third parties to provide
the services set forth herein at its discretion, with the prior written approval
of the  Company.  The  Company  hereby  acknowledges  that EMC does,  and shall,
represent and service  other and multiple  clients in the same manner as it does
the  Company.  Additionally,  the  Company  hereby  acknowledges  that  EMC  may
represent  companies  which compete with the Company and that this  Agreement is
non-exclusive with regard to EMC's services.

     13. Termination of Agreement. This Agreement may be terminated prior to the
expiration of the term set forth in Section 10 herein as follows:

          (a)  Upon the bankruptcy or  liquidation  of the other party;  whether
               voluntary or involuntary;

          (b)  Upon the other party taking the benefit of any insolvency law;

          (c)  Upon the other party having or applying for a receiver  appointed
               for either party: or

          (d)  In the event the other party is unable to perform or is in breach
               of any material term of this Agreement.  In such  instances,  any
               fees paid to EMC shall be non-refundable.

     14. Returning Company Documents.  EMC agrees that, upon termination of this
Agreement,  EMC  shall  deliver  to the  Company  (and  will  not  keep in EMC's
possession or deliver to anyone else) any and all records, data, notes, reports,
proposals, lists, correspondence,  other documents or property, or reproductions
of any of the aforementioned  items belonging to the Company,  its successors or
assigns.

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     15. Representations of EMC. EMC makes no representation to the Company that
any  Company  Information  will  result in any  enhancement  or  benefit  to the
Company.

     16. Agreement not to Solicit EMC Employees.  The Company  acknowledges that
EMC  has  expended  considerable  time,  effort  and  expense  in  training  its
respective employees, advisors, independent contractors,  subcontractors and EMC
in  methods of  operation,  and that the  foregoing  will  acquire  confidential
knowledge  and  information  as  to  accounts,   customers,   business  patrons,
databases,  as well as  confidential  knowledge and  information  concerning the
methods,  forms,  contracts  and  negotiations  of EMC. As such,  the Company is
prohibited  during the term of this  Agreement  and for a period of one (1) year
after the termination of this Agreement from soliciting any employee of EMC as a
potential  employee or  consultant  with the Company  without the prior  written
consent of EMC, which shall not be unreasonably withheld.

     17. Miscellaneous.

          (a)  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.  This Agreement,  once executed by a party, may be
delivered to the other  parties  hereto by facsimile  transmission  of a copy of
this Agreement  bearing the signature of the party so delivering this Agreement.
In the event any  signature is delivered  by facsimile  transmission,  the party
using such means of delivery shall cause the manually executed Execution Page(s)
hereof to be physically delivered to the other party within five (5) days of the
execution hereof,  provided that the failure to so deliver any manually executed
Execution  Page  shall  not  affect  the  validity  or  enforceability  of  this
Agreement.

          (b) Headings.  The headings of this  Agreement are for  convenience of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

          (c) Severability.  If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction,  such invalidity or unenforceability shall
not affect the validity or  enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.

          (d) Entire Agreement;  Amendments.  This Agreement and the instruments
referenced herein contain the entire  understanding  between EMC and the Company
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically set forth herein or therein,  neither the Company nor EMC makes any
representation,  warranty, covenant or undertaking with respect to such matters.
No provision of this  Agreement  may be waived  other than by an  instrument  in
writing signed by the party to be charged with  enforcement  and no provision of
this  Agreement may be amended other than by an instrument in writing  signed by
the Company and EMC.

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          (e) Notices.  Any notices  required or permitted to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt requested) or delivered personally,  by responsible overnight carrier or
by confirmed facsimile,  and shall be effective five (5) days after being placed
in the mail,  if mailed,  or upon  receipt or refusal of receipt,  if  delivered
personally or by responsible  overnight carrier or confirmed facsimile,  in each
case addressed to a party. The addresses for such communications shall be:

If to the Company:
Name: Dr. Donald A. Goer
Intraop Medical Corporation
570 Del Rey Avenue
Sunnyvale, California  94085
Facsimile: (408) 636-0022

If to EMC:

Emerging Markets Consulting, LLC
126 South Bumby Ave, #A
Orlando, Florida 32803 USA
Attn: James S. Painter
Facsimile: (321) 218-9115

          (f) Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their successors and assigns.

          (g) Third Party  Beneficiaries.  This  Agreement  is intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

          (h) Further  Assurances.  The Company and EMC shall do and perform, or
cause to be done and  performed,  all such  further  acts and things,  and shall
execute and deliver all such other  agreements,  certificates,  instruments  and
documents,  as the other party may reasonably  request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

          (i) Law and  Arbitration.  This  Agreement  shall be  governed  by and
construed  in  accordance  with the laws of the State of Florida  applicable  to
contracts  executed  and  performed  in such  State,  without  giving  effect to
conflict of law principles. All controversies,  claims and matters of difference
arising  between the parties under this Agreement  shall be submitted to binding
arbitration in Orange County,  Florida under the Commercial Arbitration Rules of
the American Arbitration  Association ("the AAA") from time to time in force (to
the extent not in conflict with the provisions set forth herein). This Agreement
to arbitrate shall be specifically enforceable under applicable law in any court
of competent  jurisdiction.  Notice of the demand for arbitration shall be filed
in writing with the other  parties to this  Agreement and with the AAA. Once the
arbitral  tribunal has been  constituted in full, a hearing shall be held and an
award rendered as soon as practicable.  The demand for arbitration shall be made

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within a  reasonable  time after the claim,  dispute or other matter in question
has arisen,  and the parties are not making progress toward a resolution.  In no
event  shall it be made after the date when  institution  of legal or  equitable
proceedings based on such claim,  dispute or other matter would be barred by the
applicable contractual or other statutes of limitations.  The parties shall have
reasonable discovery rights as determined by the arbitration. The award rendered
by the arbitrators shall be final and judgment may be entered in accordance with
applicable law and in any court having jurisdiction thereof. The decision of the
arbitrators shall be rendered in writing and shall state the manner in which the
fees and expenses of the arbitrators shall be borne.

          (j)  Waivers.  No  delay on the part of any  party in  exercising  any
right,  power, or privilege  hereunder  shall operate as a waiver  thereof.  Nor
shall any waiver on the part of any party of any such right, power or privilege,
nor any  single or  partial  exercise  of any such  right,  power or  privilege,
preclude any further  exercise  thereof or the exercise of any other such right,
power or privilege. The rights and remedies of any party based upon, arising out
of or otherwise in respect of any  inaccuracy in or breach by any other party of
any representation,  warranty, covenant or Agreement contained in this Agreement
shall in no way be limited  by the fact that the act,  omission,  occurrence  or
other  state of facts upon which any claim of any such  inaccuracy  or breach is
based may also be the  subject  matter of any  other  representation,  warranty,
covenant or Agreement  contained in this  Agreement  (or in any other  Agreement
between the parties) as to which there is no inaccuracy or breach.

          (k) Variations in Pronouns. Wherever the context shall so require, all
words  herein in the male gender shall be deemed to include the female or neuter
gender and vice versa,  all  singular  words shall  include the plural,  and all
plural words shall include the singular. All pronouns and any variations thereof
refer to the masculine,  feminine or neuter,  singular or plural, as the context
may require.

          (l) Presumption  Against Scrivener.  Each party waives the presumption
that  this  Agreement  is  presumed  to be in favor of the  party  which did not
prepare it, in case of a dispute as to interpretation.

          (m)  Attorney's  Fees.  In the event either party is in default of the
terms or conditions  of this  Agreement and legal action is initiated or suit be
entered as a result of such default,  the prevailing  party shall be entitled to
recover all costs  incurred  as a result of such  default  including  all costs,
reasonable  attorney fees, expenses and court costs through trial, appeal and to
final disposition.

          (n)  Authority.  Each of EMC and the  Company has the full legal right
and power and all  authority  and approval  required to enter into,  execute and
deliver this Agreement and to perform fully the obligations  hereunder including
all  requisite  manager,  member or  director  approvals,  as  applicable.  This
Agreement  has been duly  executed  and  delivered  and is the valid and binding
obligation  of EMC and the Company  enforceable  in  accordance  with its terms,
except as may be limited by bankruptcy, moratorium, insolvency, or other similar
laws generally  affecting the enforcement of creditors' rights.  Each of EMC and
the Company represents that except with respect to existing Company  Information
and  properly  licensed  materials,  the  performance,  distribution,  or use of
anticipated  materials  will not  violate the rights of any third  parties.  The

                                       10
<PAGE>

execution and delivery of this Agreement and the other  agreements  contemplated
hereunder,  and the  consummation of the  transactions  contemplated  hereby and
thereby,  and the  performance  of this  Agreement  by EMC and the  Company,  in
accordance with their respective terms and conditions, will not: (i) require the
approval or consent of any foreign,  federal,  state,  county,  local,  or other
governmental  or regulatory body or the approval or consent of any other person;
(ii)  conflict with or result in any breach or violation of any of the terms and
conditions  of, or  constitute  (or with  notice or lapse of time or both  would
constitute) a default under any order,  judgment, or decree applicable to EMC or
the Company, as applicable,  or any instrument,  contract, or other agreement to
which  EMC or the  Company  is a party or by or to which EMC or the  Company  is
bound  or  subject;  or  (iii)  result  in the  creation  of any  lien or  other
encumbrance on the assets or properties of EMC or the Company.

          (o) Failure to Perform.  In the event EMC fails to perform its work or
services hereunder for any reason, its entire liability to the Company shall not
exceed the actual damage to the Company as a result of such non-performance.  In
no event shall EMC be liable to the Company or any other party for any indirect,
special or consequential damages.


IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement as of the date set forth below:


                             EMC:

                             Emerging Markets Consulting, LLC


                             By: /s/ James S. Painter
                                 --------------------
                             Name:    James S. Painter
                             Title:   Chief Executive Officer
                             Date:    April 9, 2007

                             COMPANY:

                             Intraop Medical Corporation

                             By: /s/ Donald A. Goer
                                 ------------------
                             Name:    Dr. Donald A. Goer
                             Title:   Chief Executive Officer
                             Date:    April 9, 2007


                                       11
<PAGE>

                                    EXHIBIT A
                             Description of Services

Services provided by EMC to the Company may include the following,  as requested
by the Company:

          (a) Arranging for and providing electronic media and web cast services
to enable the Company to conduct conference calls between it and the public on a
monthly basis starting no later than three weeks after signing this Agreement.

          (b) Drafting  and/or editing and/or  designing  and/or  assembling the
Company  Information  (as  defined in Section 7),  including  but not limited to
information used in electronic media, web casts,  information  provided verbally
or in  writing,  information  provided  to persons or  entities  in EMC's  email
address database,  data and information provided to Wall Street Capital Funding,
information  contained in press releases concerning the Company, and information
disseminated about the Company at any seminar or trade show. The Company and EMC
shall review and mutually  agree on the specific  services to be provided  under
this paragraph (b).

          (c) Make calls to and attend meetings with registered brokers selected
by EMC, with the prior written  consent of the Company.  The initial call to the
registered  brokers will provide a brief  explanation of the Company.  The phone
call will be followed promptly by a fax or email to the registered  brokers in a
bullet  sheet  format that  provides  more detail for the  registered  broker to
review.  The initial  call to the  registered  brokers  will be followed up by a
number of follow up calls to the registered brokers over time, not less than 1-5
follow-up calls per month, which will discuss Company developments  reflected in
news releases and SEC filings. EMC will make a minimum of 200 and maximum of 450
contacts a week to registered brokers during the term of this Agreement and will
provide the Company with adequate documentation to verify the number of contacts
and identity of brokers contacted.

          (d)  Dissemination  of one Wall  Street  News  Alerts  by Wall  Street
Capital Funding no later than April 15th.

          (e)  Dissemination  of a Company  profile  approved  by the Company to
EMC's  existing  email  address  database  no later than 2  business  days after
signing this  Agreement  and  distribute  updates to such profile on a quarterly
basis thereafter.

          (f) Edit up to 20 press  releases  per  quarter,  as  provided  by the
Company.

          (g)  Dissemination of the Company  Information  Package at trade shows
that will be attended by EMC. Provide the Company with a list of trade shows EMC
plans on attending in the six months following the signing of this agreement.

          (h)  Provide the  Company  with a monthly  report on or before the 5th
business  day of each month  summarizing  EMC's  services  performed  under this
Agreement  for the  preceding  month and its  planned  services  for the current
month. Such report will be in form and substance satisfactory to the Company and
EMC.

<PAGE>

                                    EXHIBIT B

                                 Form of Warrant

                                 (see attached)