Exhibit 10.28


                            UNSECURED PROMISSORY NOTE

On  this  ____  day  of  April  2007,  Intraop  Medical  Corporation,  a  Nevada
corporation (the "Company"),  does hereby agree to pay ___________ ("Lender") at
his offices at ________________,  or such other place as the holder hereof shall
reasonably  designate,  the sum of _____________  Dollars  ($___,000) along with
accrued  interest  at  the  rate  of  10%  per  annum  as  provided  herein,  in
consideration for Lender's  unsecured loan made to the Company on the above date
and for the above amount.

     1.   Principal and Interest  Payments.  Principal and outstanding  interest
          shall  be  payable  in  whole or in part to  Lender  when the  Company
          receives any deposits from its  customers  towards the purchase of the
          Company's  products,  provided that repayment in full of all principal
          and accrued  interest  shall occur no later than 90 days from the date
          first written above.

     2.   General Provisions.

          2.1  Non-Waiver.  The undersigned  further  expressly agrees that this
               Note, or any payment hereunder, may be extended from time to time
               by Lender and acceptance by the Company of performance which does
               not  strictly  comply  with the terms of this  Note  shall not be
               deemed to be a waiver of Lender's rights.

          2.2  Powers and Rights Not Waived;  Remedies  Cumulative.  No delay or
               failure  on the part of  Lender in the  exercise  of any power or
               right shall operate as a waiver thereof;  nor shall any single or
               partial  exercise  of the same  preclude  any  other  or  further
               exercise  thereof,  or the  exercise of any other power or right,
               and the rights and remedies of Lender are  cumulative to, and are
               not exclusive of, any rights or remedies  Lender would  otherwise
               have.

          2.3  Costs of Collection. In the event it becomes necessary for either
               party to retain legal counsel for the enforcement of this Note or
               any of its terms,  if  successful  in such  enforcement  by legal
               proceedings or otherwise, the enforcing party shall be reimbursed
               by the other party for reasonably  incurred  attorneys'  fees and
               other costs and expenses of collection.

          2.4  Replacement   of  Note.   On  receipt  of   evidence   reasonably
               satisfactory  to the Company of the loss,  theft,  destruction or
               mutilation  of this Note and delivery of an  indemnity  agreement
               reasonably satisfactory in form to the Company, or in the case of
               mutilation,  on  surrender  and  cancellation  of this Note,  the
               Company at its expense will execute and deliver,  in lieu of this
               Note, a new promissory note of like tenor.

          2.5  Binding on  Successors.  The terms of this Note  shall  apply to,
               inure to the benefit  of, and bind all  parties  hereto and their
               successors and assigns. As used herein the term "the undersigned"
               shall include the  undersigned and any other person or entity who
               may subsequently  become liable for the payment hereof.  The term
               "Lender"  shall  include  Lender as well as any  other  person or
               entity to whom this Note or any interest in this Note is conveyed
               or transferred.

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          2.6  Governing  Law.  This Note shall be governed by and construed and
               enforced in accordance  with the laws of the State of California,
               as such laws are applied to  contracts  entered into by residents
               of such state and performed in such state.

          2.7  Modification. This Note and any of its terms only may be changed,
               waived or terminated by a written  instrument signed by the party
               against which  enforcement of that change,  waiver or termination
               is sought.

          2.8  Warrants. 2.12 In addition to the terms stated above, the Company
               agrees  to  provide  Buyer a  warrant  for  25,000  shares of the
               Company's  common stock. The warrants will have an exercise price
               of $0.40 per share ; and have a term of three years from the date
               of this Agreement. A form of the warrant is attached as Exhibit A
               hereto.



COMPANY:
Intraop Medical Corporation



---------------------------
Donald A. Goer
President & CEO


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