SECOND AMENDMENT TO AMENDED AND RESTATED INVENTORY AND RECEIVABLES
                               PURCHASE AGREEMENT

     This Second Amendment to Amended and Restated Inventory and Receivables
Purchase Agreement (the "Second Amendment") is entered into as of August 14,
2006 by and between Intraop Medical Corporation, a Nevada Corporation
("Company") and E.U. Capital Venture, Inc., a Nevada Corporation and E.U.C.
Holding, a Danish corporation (together, "Buyer").

                                    RECITALS
                                    --------

     WHEREAS, Company and Buyer entered into an Amended and Restated Inventory
and Receivables Purchase Agreement dated as of April 10, 2006, as amended May
24, 2006 (the "Restated Agreement").

     WHEREAS, Company and Buyer desire to amend certain provisions of the
Restated Agreement as set forth below.

                                    AGREEMENT
                                    ---------

     NOW, THEREFORE, for good and valuable consideration, and intending to be
legally bound, the parties hereby agree as follows:

1.   Amendment of Section 2.1:

     Section 2.1 of the Restated Agreement is amended in its entirety to read as
     follows:

     "2.1. Buyer will purchase up to $4,250,000 of combined Inventory and
     Factored Inventory from Company, on a revolving basis, upon the terms and
     conditions set forth herein, provided that, Buyer shall not be obligated to
     purchase more than $2,600,000 of Inventory, on a revolving basis, pursuant
     to Section 2.2 below, and provided further that Company will repurchase, as
     necessary, Inventory or Factored Inventory such that the combined amount of
     Inventory and Factored Inventory will not exceed $4,000,000 subsequent to
     November 14, 2006."

2.   General

     2.1 On and after the effective date of this Second Amendment, each
reference in the Restated Agreement to "the Agreement," "this Agreement,"
"hereunder" and "hereof" or words of like import shall refer to the Restated
Agreement, as amended by this Second Amendment. The Restated Agreement, as
amended by this Second Amendment, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed.

     2.2. This Second Amendment shall be governed by and construed in accordance
with the substantive laws of the United States and the State of California,
without regard to or application of California's conflicts of law rules. Any
litigation arising out of or relating to this Second Amendment shall take place
exclusively in the appropriate state or federal court having jurisdiction in
Santa Clara County, California, and each party hereby irrevocably consents to
the jurisdiction of such courts.

     2.3. The Restated Agreement, as amended by this Second Amendment,
represents the entire agreement between the parties hereto concerning the
subject matter hereof and supersedes any and all prior or contemporaneous
correspondence, quotations and negotiations. The Restated Agreement, as amended
by this Second Amendment, supersedes and will take precedence over any
conflicting terms in any purchase order invoice, confirmation or other similar
document.

     2.4 This Second Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Second Amendment may be executed and delivered
by telecopy or facsimile and execution in such manner shall constitute an
original.


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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Second Amendment as of the date first written above.

                                        COMPANY:
                                        --------

                                        Intraop Medical Corporation

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


                                        BUYER:
                                        ------

                                        E.U. Capital Venture, Inc

                                        By: /s/ Yvonne Morkner
                                            ------------------------------------
                                            Yvonne Morkner
                                            Secretary/Treasurer


                                        BUYER:
                                        ------

                                        E.U.C. Holding

                                        By: /s/ Mogens Simonsen
                                            ------------------------------------
                                            by Yvonne Morker as attorney in fact
                                            ------------------------------------
                                            Mogens Simonsen
                                            President