INTRAOP MEDICAL CORP
EXHIBIT 10.42
<DOCUMENT>
<TYPE>EX-10.42
<SEQUENCE>12
<FILENAME>a5477481ex10_42.txt
<DESCRIPTION>EXHIBIT 10.42
<TEXT>

                                                                   EXHIBIT 10.42

                            INDEMNIFICATION AGREEMENT

     This INDEMNIFICATION  AGREEMENT (the "Agreement") is dated as of August 17,
2007,   between  Intraop  Medical   Corporation,   a  Nevada   corporation  (the
"Corporation"), and ___________________ ("Indemnitee").

                                    RECITALS

     WHEREAS,  Indemnitee  has been  requested by the  Corporation to serve as a
member of the board of directors of the  Corporation  (the "Board of Directors")
and in such  capacity or otherwise as an Agent (as  hereinafter  defined) of the
Corporation, will be performing a valuable service for the Corporation; and

     WHEREAS, Indemnitee is willing to serve and continue to serve as a director
of the  Corporation on the condition that he be indemnified as herein  provided;
and

     WHEREAS,  it is  intended  that  Indemnitee  shall be paid  promptly by the
Corporation all amounts  necessary to effectuate in full the indemnity  provided
herein.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the premises and the covenants in this
Agreement,  and of Indemnitee serving and continuing to serve the Corporation as
an Agent and intending to be legally bound hereby,  the parties  hereto agree as
follows:

         1. Services by Indemnitee. Indemnitee agrees to serve (a) as a director
of the  Corporation  so long as  Indemnitee  is duly  appointed  or elected  and
qualified  in  accordance  with the  applicable  provisions  of the  Amended and
Restated Articles of Incorporation  ("Articles of Incorporation")  and bylaws of
the Corporation, and until such time as Indemnitee resigns or fails to stand for
election or is removed from Indemnitee's  position, or (b) otherwise as an Agent
(as hereinafter defined) of the Corporation.  Indemnitee may, in his discretion,
from  time to  time  also  perform  other  services  at the  request  or for the
convenience of, or otherwise  benefiting the Corporation.  Indemnitee may at any
time and for any reason resign or be removed from such position  (subject to any
other  contractual  obligation or other  restriction  imposed in the Articles of
Incorporation or by operation of law).

         2. Indemnification.  Subject to the limitations set forth herein and in
Section 6 hereof, the Corporation hereby agrees to indemnify and hold Indemnitee
harmless as follows:

     The  Corporation  shall,  with respect to any  Proceeding  (as  hereinafter
defined)  associated  with  Indemnitee's  being  an  Agent  of the  Corporation,
indemnify  and hold  Indemnitee  harmless to the  fullest  extent  permitted  by
applicable law and the Articles of Incorporation of the Corporation in effect on
the date  hereof or as such law or Articles  of  Incorporation  may from time to
time be amended (but, in the case of any such amendment, only to the extent such
amendment permits the Corporation to provide broader indemnification rights than
the law or Articles of Incorporation permitted the Corporation to provide before
such  amendment).  The  right to  indemnification  conferred  herein  and in the
Articles  of  Incorporation  shall  be  presumed  to have  been  relied  upon by
Indemnitee  in serving or continuing  to serve the  Corporation  as an Agent and
shall be enforceable as a contract  right.  Without in any way  diminishing  the
scope of the  indemnification  provided by this Section 2, the Corporation  will
indemnify and hold  Indemnitee  harmless to the full extent  permitted by law if
and wherever Indemnitee is or was a party or is threatened to be made a party to
any Proceeding,  including any such Proceeding brought by or in the right of the
Corporation,  by  reason of the fact  that  Indemnitee  is or was an Agent or by
reason of anything  done or not done by  Indemnitee  in such  capacity,  against
Expenses (as  hereinafter  defined) and  Liabilities  (as  hereinafter  defined)
actually and  reasonably  incurred by  Indemnitee or on his behalf in connection
with the  investigation,  defense,  settlement or appeal of such Proceeding,  or
being a witness in, or preparing to defend or be a witness in, such  Proceeding.
In  addition  to,  and not as a  limitation  of,  the  foregoing,  the rights of
indemnification of Indemnitee  provided under this Agreement shall include those
rights set forth in Sections 3 and 8 below.  Notwithstanding the foregoing,  the
Corporation  shall be  required to  indemnify  and hold  Indemnitee  harmless in
connection  with a Proceeding  commenced by Indemnitee  (other than a Proceeding
commenced by Indemnitee  to enforce  Indemnitee's  rights under this  Agreement)
only if the  commencement  of such  Proceeding  was  authorized  by the Board of
Directors.

<PAGE>

         3.  Advancement of Expenses.  All Expenses  incurred by or on behalf of
Indemnitee  (including costs of enforcement of this Agreement) shall be advanced
from time to time by the Corporation to Indemnitee within thirty (30) days after
the receipt by the  Corporation of a written request for an advance of Expenses,
whether  prior to or after  final  disposition  of a  Proceeding  (except to the
extent  that  there  has  been a Final  Adverse  Determination  (as  hereinafter
defined) that  Indemnitee is not entitled to be indemnified  for such Expenses),
including  without  limitation any Proceeding  brought by or in the right of the
Corporation.  The written  request for an  advancement  of any and all  expenses
under this paragraph shall contain reasonable detail of the Expenses incurred by
Indemnitee.  By execution of this Agreement,  Indemnitee shall be deemed to have
made whatever  undertaking may be required by law at the time of any advancement
of Expenses with respect to repayment to the  Corporation of such  Expenses.  In
the event that the Corporation  shall breach its obligation to advance  Expenses
under this  Section 3, the  parties  hereto  agree  that  Indemnitee's  remedies
available at law would not be adequate and that Indemnitee  would be entitled to
specific performance.

         4.  Presumptions  and  Effect of  Certain  Proceedings.  Upon  making a
request  for  indemnification,  Indemnitee  shall be  presumed to be entitled to
indemnification  under this Agreement and the Corporation  shall have the burden
of proof to overcome that  presumption  in reaching any contrary  determination.
The termination of any Proceeding by judgment,  order,  settlement,  arbitration
award or conviction,  or upon a plea of nolo contendere or its equivalent  shall
not affect this  presumption  or,  except as  determined  by a judgment or other
final adjudication adverse to Indemnitee, establish a presumption with regard to
any   factual   matter   relevant   to   determining   Indemnitee's   rights  to
indemnification  hereunder.  If the  person or persons  so  empowered  to make a
determination  pursuant  to  Section  5 hereof  shall  have  failed  to make the
requested  determination  within  ninety  (90) days after any  judgment,  order,
settlement,  dismissal,  arbitration award, conviction,  acceptance of a plea of
nolo contendere or its equivalent,  or other disposition or partial  disposition
of any  Proceeding  or any other  event that could  enable  the  Corporation  to
determine   Indemnitee's   entitlement   to   indemnification,   the   requisite
determination that Indemnitee is entitled to indemnification  shall be deemed to
have been made.

                                     - 2 -
<PAGE>

         5. Procedure for Determination of Entitlement to Indemnification.

            (a) Whenever  Indemnitee  believes  that  Indemnitee  is entitled to
indemnification  pursuant to this Agreement,  Indemnitee  shall submit a written
request for indemnification to the Corporation.  Any request for indemnification
shall include sufficient  documentation or information  reasonably  available to
Indemnitee  for the  determination  of entitlement  to  indemnification.  In any
event,  Indemnitee shall submit Indemnitee's claim for indemnification  within a
reasonable  time,  not to exceed  five (5)  years  after  any  judgment,  order,
settlement,  dismissal,  arbitration award, conviction,  acceptance of a plea of
nolo contendere or its equivalent, or final termination,  whichever is the later
date for which  Indemnitee  requests  indemnification.  The  Secretary  or other
appropriate  officer shall,  promptly upon receipt of  Indemnitee's  request for
indemnification,  advise the Board of Directors in writing that  Indemnitee  has
made such request.  Determination of Indemnitee's entitlement to indemnification
shall be made not later than ninety (90) days after the Corporation's receipt of
Indemnitee's written request for such indemnification, provided that any request
for  indemnification  for  Liabilities,  other than amounts paid in  settlement,
shall  have  been  made  after  a   determination   thereof  in  a   Proceeding.
Notwithstanding  anything to the contrary  contained herein,  the procedures set
forth in this Section 5 shall not apply to any request by the Indemnitee for the
advance of expenses,  and shall not in any way prejudice  Indemnitee's  right to
such advancement as set forth in Section 3 hereof.



            (b) The  Corporation  shall be entitled to select the forum in which
Indemnitee's  entitlement to indemnification will be heard;  provided,  however,
that if there is a Change  in  Control  of the  Corporation,  Independent  Legal
Counsel (as hereinafter  defined) shall determine whether Indemnitee is entitled
to indemnification. The forum shall be any one of the following:

               (i) the stockholders of the Corporation;

               (ii) a majority vote of  Disinterested  Directors (as hereinafter
defined), even though less than a quorum;

               (iii) Independent  Legal Counsel,  whose  determination  shall be
made in a written opinion; or

               (iv)  a  panel  of  three   arbitrators,   one  selected  by  the
Corporation,  another by Indemnitee and the third by the first two  arbitrators;
or if for any reason three  arbitrators are not selected within thirty (30) days
after the  appointment  of the first  arbitrator,  then  selection of additional
arbitrators  shall  be  made by the  American  Arbitration  Association.  If any
arbitrator  resigns or is unable to serve in such  capacity for any reason,  the
American Arbitration Association shall select such arbitrator's replacement. The
arbitration shall be conducted  pursuant to the commercial  arbitration rules of
the American Arbitration Association now in effect.

                                     - 3 -
<PAGE>

         6. Specific Limitations on Indemnification. Notwithstanding anything in
this Agreement to the contrary,  the  Corporation  shall not be obligated  under
this Agreement to make any payment to Indemnitee with respect to any Proceeding:

            (a) To the extent that payment is actually made to Indemnitee  under
any  insurance  policy,  or is  made  to  Indemnitee  by the  Corporation  or an
affiliate  otherwise  than  pursuant  to  this  Agreement.  Notwithstanding  the
availability of such insurance,  Indemnitee also may claim  indemnification from
the  Corporation  pursuant to this Agreement by assigning to the Corporation any
claims under such insurance to the extent Indemnitee is paid by the Corporation;

            (b) Provided there has been no Change in Control, for Liabilities in
connection with Proceedings  settled without the  Corporation's  consent,  which
consent, however, shall not be unreasonably withheld;

            (c) For an  accounting  of profits made from the purchase or sale by
Indemnitee of securities of the Corporation  within the meaning of section 16(b)
of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  or
similar provisions of any state statutory or common law; or

            (d) To the extent it would be  otherwise  prohibited  by law,  if so
established by a judgment or other final adjudication adverse to Indemnitee.

         7. Fees and Expenses of  Independent  Legal  Counsel.  The  Corporation
agrees to pay the reasonable fees and expenses of Independent Legal Counsel or a
panel of  three  arbitrators  should  such  Independent  Legal  Counsel  or such
arbitrators be retained to make a determination  of Indemnitee's  entitlement to
indemnification  pursuant  to  Section  5(b) of  this  Agreement,  and to  fully
indemnify  and hold such  Independent  Legal  Counsel  or  arbitrators  harmless
against any and all expenses  and losses  incurred by any of them arising out of
or relating to this Agreement or their engagement pursuant hereto.

         8. Remedies of Indemnitee.

            (a) In the event  that (i) a  determination  pursuant  to  Section 5
hereof is made that Indemnitee is not entitled to indemnification, (ii) advances
of Expenses are not made pursuant to this Agreement,  (iii) payment has not been
timely made following a determination of entitlement to indemnification pursuant
to this  Agreement,  or (iv)  Indemnitee  otherwise  seeks  enforcement  of this
Agreement,  Indemnitee  shall be entitled to a final  adjudication  in the state
courts of the State of Nevada of the remedy  sought.  Alternatively,  unless (i)
the  determination  was  made by a panel  of  arbitrators  pursuant  to  Section
5(b)(iv)   hereof,   or  (ii)  court   approval  is  required  by  law  for  the
indemnification sought by Indemnitee, Indemnitee at Indemnitee's option may seek
an award in arbitration to be conducted by a single  arbitrator  pursuant to the
commercial  arbitration  rules of the American  Arbitration  Association  now in
effect,  which award is to be made within ninety (90) days  following the filing
of the demand for  arbitration.  The Corporation  shall not oppose  Indemnitee's
right to seek any such adjudication or arbitration award. In any such proceeding
or arbitration  Indemnitee  shall be presumed to be entitled to  indemnification
and advancement of Expenses under this Agreement and the Corporation  shall have
the burden of proof to overcome that presumption.

                                     - 4 -
<PAGE>

            (b) In  the  event  that  a  determination  that  Indemnitee  is not
entitled  to  indemnification,  in whole or in part,  has been made  pursuant to
Section 5  hereof,  the  decision  in the  judicial  proceeding  or  arbitration
provided in paragraph (a) of this Section 8 shall be made de novo and Indemnitee
shall not be  prejudiced  by reason of a  determination  that  Indemnitee is not
entitled to indemnification.

            (c)   If  a   determination   that   Indemnitee   is   entitled   to
indemnification has been made pursuant to Section 5 hereof, or is deemed to have
been made  pursuant  to Section 4 hereof or  otherwise  pursuant to the terms of
this Agreement,  the  Corporation  shall be bound by such  determination  in the
absence of a  misrepresentation  or omission of a material fact by Indemnitee in
connection with such determination.

            (d) The  Corporation  shall be  precluded  from  asserting  that the
procedures  and  presumptions  of this  Agreement  are not  valid,  binding  and
enforceable.  The  Corporation  shall  stipulate in any such court or before any
such  arbitrator  that the  Corporation  is bound by all the  provisions of this
Agreement and is precluded from making any assertion to the contrary.

            (e) Expenses  reasonably  incurred by Indemnitee in connection  with
Indemnitee's  request for  indemnification  under,  seeking enforcement of or to
recover  damages for breach of this Agreement  shall be borne by the Corporation
when  and  as  incurred  by  Indemnitee   irrespective   of  any  Final  Adverse
Determination  (as  hereinafter  defined)  that  Indemnitee  is not  entitled to
indemnification.

         9.  Contribution.  To the fullest extent  permissible  under applicable
law, if the  indemnification  provided for in this  Agreement is  unavailable to
Indemnitee for any reason whatsoever,  the Corporation,  in lieu of indemnifying
Indemnitee,  shall contribute to the amount incurred by Indemnitee,  whether for
judgments,  fines,  penalties,  excise  taxes,  amounts  paid  or to be  paid in
settlement  and/or for  Expenses,  in connection  with any claim  relating to an
indemnifiable  event under this Agreement,  in such proportion as is deemed fair
and reasonable in light of all of the  circumstances of such Proceeding in order
to reflect (i) the relative  benefits received by the Corporation and Indemnitee
as a  result  of  the  event(s)  and/or  transaction(s)  giving  cause  to  such
Proceeding;  and/or  (ii)  the  relative  fault  of  the  Corporation  (and  its
directors,  officers,  employees and agents) and  Indemnitee in connection  with
such event(s) and/or transaction(s).

                                     - 5 -
<PAGE>

         10. Maintenance of Insurance.  The Corporation  represents that it will
seek to obtain certain  directors' and officers'  liability  insurance  policies
covering its directors and officers.  Subject only to the provisions within this
Section  10,  the  Corporation  agrees  that so long as  Indemnitee  shall  have
consented  to serve or shall  continue  to serve as a director or officer of the
Corporation or both, or as an Agent of the  Corporation,  and thereafter so long
as Indemnitee  shall be subject to any possible  Proceeding  (such periods being
hereinafter  sometimes  referred  to  as  the  "Indemnification   Period"),  the
Corporation  will use its best reasonable  efforts to maintain in full force and
effect for the benefit of Indemnitee one or more valid,  binding and enforceable
policies of directors' and officers'  liability  insurance from  established and
reputable insurers providing, in all respects, coverage both in scope and amount
which is no less  favorable than that presently  provided.  Notwithstanding  the
foregoing,  the  Corporation  shall not be required to maintain said policies of
directors' and officers' liability insurance if such insurance is not reasonably
available  or if it is in good faith  determined  by the then  directors  of the
Corporation either that:

            (a) The premium cost of maintaining  such insurance is substantially
disproportionate  to the amount of coverage provided thereunder and the premiums
paid by other corporations similarly situated; or

            (b) The  protection  provided by such insurance to the Indemnitee is
so limited by exclusions  applicable to directors and other agents that there is
insufficient  benefit to the Indemnitee to warrant the cost of maintaining  such
insurance.

         Anything in this  Agreement  to the  contrary  notwithstanding,  to the
extent  that and for so long as the  Corporation  shall  choose to  continue  to
maintain any policies of directors' and officers' liability insurance during the
Indemnification  Period,  the Corporation  shall maintain similar and equivalent
insurance  for the  benefit  of  Indemnitee  during the  Indemnification  Period
(unless  such  insurance   shall  be  less  favorable  to  Indemnitee  than  the
Corporation's  existing  policies).  The Board of Directors  of the  Corporation
will,  from time to time,  in good faith  review any  decision  not to  maintain
directors' and officers' liability insurance and will purchase such insurance at
any time that the conditions set forth in clauses (i) or (ii),  above,  cease to
apply.

         11. Modification,  Waiver, Termination and Cancellation. No supplement,
modification,  termination, cancellation or amendment of this Agreement shall be
binding unless executed in writing by both of the parties  hereto.  No waiver of
any of the  provisions of this Agreement  shall be deemed or shall  constitute a
waiver of any other provisions  hereof (whether or not similar),  nor shall such
waiver constitute a continuing waiver.

         12.  Subrogation.  In the event of payment  under this  Agreement,  the
Corporation  shall be  subrogated  to the  extent of such  payment to all of the
rights of  recovery  of  Indemnitee,  who shall  execute  all papers  reasonably
required  and shall do  everything  that may be necessary to secure such rights,
including the execution of such  documents  necessary to enable the  Corporation
effectively to bring suit to enforce such rights.

         13.  Notice  by  Indemnitee  and  Defense  of Claim.  Indemnitee  shall
promptly  notify the  Corporation in writing upon being served with any summons,
citation,  subpoena,  complaint,  indictment,   information  or  other  document
relating  to  any   matter,   whether   civil,   criminal,   administrative   or
investigative, but the omission so to notify the Corporation will not relieve it
from any  liability  that it may have to  Indemnitee  if such  omission does not
prejudice  the  Corporation's  rights.  If  such  omission  does  prejudice  the
Corporation's  rights,  the Corporation  will be relieved from liability only to
the extent of such  prejudice;  nor will such omission  relieve the  Corporation
from any  liability  that it may have to  Indemnitee  otherwise  than under this
Agreement.  With respect to any Proceeding as to which  Indemnitee  notifies the
Corporation of the commencement thereof:

                                     - 6 -
<PAGE>

            (a) The Corporation  will be entitled to participate  therein at its
own expense; and

            (b) Except as otherwise  provided  below,  to the extent that it may
wish,  the  Corporation  jointly  with any other  indemnifying  party  similarly
notified will be entitled to assume the defense thereof, with counsel reasonably
satisfactory to Indemnitee; provided, however, that the Corporation shall not be
entitled to assume the defense of any  Proceeding  if there has been a Change in
Control or if Indemnitee  shall have  reasonably  concluded  that there may be a
conflict of interest between the Corporation and Indemnitee with respect to such
Proceeding.  After notice from the  Corporation to Indemnitee of its election to
assume the defense  thereof,  the  Corporation  will not be liable to Indemnitee
under this  Agreement  for any Expenses  subsequently  incurred by Indemnitee in
connection  with  the  defense   thereof,   other  than   reasonable   costs  of
investigation or as otherwise provided below. Indemnitee shall have the right to
employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of
such counsel incurred after notice from the Corporation of its assumption of the
defense thereof shall be at the expense of Indemnitee unless:

               (i) the employment of counsel by Indemnitee  has been  authorized
by the Corporation or there has been a Change of Control;

               (ii) Indemnitee shall have reasonably concluded that there may be
a conflict of interest  between the  Corporation  and Indemnitee with respect to
such Proceeding; or

               (iii) the Corporation  shall not in fact have employed counsel to
assume the defense in such  Proceeding  or shall not in fact have  assumed  such
defense and be acting in connection therewith with reasonable diligence;

in each of which  cases the fees and  expenses of such  counsel  shall be at the
expense of the Corporation.

            (c) The  Corporation  shall not settle any  Proceeding in any manner
that would impose any penalty or limitation on Indemnitee  without  Indemnitee's
written  consent.  Neither the  Corporation  nor  Indemnitee  will  unreasonably
withhold their consent to any proposed settlement.

         14. Notices.  All notices,  requests,  demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered  by hand and  receipted  for by the party to whom said notice or other
communication  shall  have  been  directed,  or  (ii)  mailed  by  certified  or
registered mail with postage  prepaid,  on the third business day after the date
on which it is so mailed:

                                     - 7 -
<PAGE>

            (a) If to Indemnitee, to:

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

            (b) If to the Corporation, to:

                Intraop Medical Corporation
                570 Del Rey Avenue
                Sunnyvale, California 94085

or to such  other  address  as may have  been  furnished  to  Indemnitee  by the
Corporation or to the Corporation by Indemnitee, as the case may be.

         15.  Nonexclusivity.  The rights of Indemnitee  hereunder  shall not be
deemed  exclusive of any other rights to which  Indemnitee may be entitled under
applicable law, the  Corporation's  Articles of Incorporation or bylaws,  or any
agreements,  vote of  stockholders,  resolution  of the  Board of  Directors  or
otherwise,  and to the extent that during the Indemnification  Period the rights
of the then existing directors and officers are more favorable to such directors
or officers than the rights currently provided to Indemnitee thereunder or under
this Agreement,  Indemnitee  shall be entitled to the full benefits of such more
favorable rights.

         16. Certain Definitions.

            (a)  "Agent"  shall  mean any person who is, was or may be deemed to
be, or who has consented to serve as, a director,  officer,  controlling person,
employee, agent, fiduciary,  joint venturer,  partner, manager or other official
of the  Corporation or a subsidiary or an affiliate of the  Corporation,  or any
other entity (including without limitation,  an employee benefit plan) either at
the request of, for the  convenience of, or otherwise to benefit the Corporation
or a subsidiary of the Corporation.

            (b)  "Change in  Control"  shall mean the  occurrence  of any of the
following:

               (i) Any "person" is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,  of securities of
the Corporation  representing at least 50% of the total voting power represented
by the Corporation's then outstanding voting securities;

               (ii) The  stockholders  of the  Corporation  approve  a merger or
consolidation of the Corporation with any other  corporation,  if such merger or
consolidation   would  result  in  the  voting  securities  of  the  Corporation
outstanding   immediately  prior  thereto   representing  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity)  50% or  less  of the  total  voting  power  represented  by the  voting
securities of the Corporation or such surviving entity  outstanding  immediately
after such merger or consolidation;

                                     - 8 -
<PAGE>

               (iii) A majority of the members of the board of  directors  as of
the look-back date no longer serve as directors; or

               (iv) The  stockholders of the  Corporation  approve (A) a plan of
complete  liquidation  of the  Corporation  or (B) an agreement  for the sale or
disposition by the Corporation of all or substantially  all of the Corporation's
assets.

     For purposes of subsection (i) above, the term "person" shall have the same
meaning as when used in sections  13(d) and 14(d) of the Exchange Act, but shall
exclude (x) a trustee or other fiduciary  holding  securities  under an employee
benefit plan of the  Corporation or of a parent or subsidiary of the Corporation
or (y) a corporation  owned  directly or indirectly by the  stockholders  of the
Corporation in  substantially  the same  proportions  as their  ownership of the
common stock of the Corporation.

     For purposes of Subsection  (iii) above,  the term  "look-back  date" shall
mean the  later of (x) the date of this  Agreement  or (y) the date  twenty-four
(24)  months  prior to the date of the event  that may  constitute  a "Change in
Control."

     Any other provision of this Section 16(b) notwithstanding, the term "Change
in Control"  shall not include a  transaction,  if undertaken at the election of
the Corporation,  the result of which is to sell all or substantially all of the
assets of the Corporation to another corporation (the "surviving  corporation");
provided that the surviving  corporation  is owned directly or indirectly by the
stockholders  of the  corporation  immediately  following  such  transaction  in
substantially  the same  proportions  as their  ownership  of the  Corporation's
common stock immediately preceding such transaction; and provided, further, that
the surviving corporation expressly assumes this Agreement.

            (c)   "Disinterested   Director"   shall  mean  a  director  of  the
Corporation  who is not or was  not a  party  to or  otherwise  involved  in the
Proceeding in respect of which indemnification is being sought by Indemnitee.

            (d)   "Expenses"   shall  include  all  direct  and  indirect  costs
(including, without limitation, attorneys' fees, disbursements, retainers, court
costs,  transcripts,  fees of experts,  witness fees, other  professional  fees,
travel  expenses,  duplicating  costs,  printing  and binding  costs,  telephone
charges,   postage,   delivery   service  fees,  all  other   disbursements   or
out-of-pocket expenses and reasonable  compensation for time spent by Indemnitee
for which  Indemnitee is otherwise not  compensated  by the  Corporation  or any
third party)  actually and  reasonably  incurred in  connection  with either the
investigation, defense, settlement or appeal of a Proceeding, or being a witness
in, or preparing to defend or be a witness in such a Proceeding, or establishing
or enforcing a right to indemnification under this Agreement,  applicable law or
otherwise: provided, however, that "Expenses" shall not include any Liabilities.

            (e) "Final Adverse  Determination"  shall mean that a  determination
that Indemnitee is not entitled to indemnification shall have been made pursuant
to Section 5 hereof and either  (1) a final  adjudication  in a Nevada  court or
decision  of an  arbitrator  pursuant to Section  8(a) hereof  shall have denied
Indemnitee's  right to indemnification  hereunder,  or (2) Indemnitee shall have
failed  to file a  complaint  in a Nevada  court or seek an  arbitrator's  award
pursuant to Section 8(a) for a period of one hundred twenty (120) days after the
determination made pursuant to Section 5 hereof.

                                     - 9 -
<PAGE>

            (f) "Independent Legal Counsel" shall mean a law firm or a member of
a firm selected by the  Corporation  and approved by Indemnitee  (which approval
shall not be  unreasonably  withheld) or, if there has been a Change in Control,
selected by Indemnitee and approved by the Corporation (which approval shall not
be  unreasonably  withheld),  that neither is presently nor in the past five (5)
years  has  been  retained  to  represent:  (i)  the  Corporation  or any of its
subsidiaries or affiliates, or Indemnitee or any corporation of which Indemnitee
was or is a director, officer, employee or agent, or any subsidiary or affiliate
of such a corporation,  in any material  matter,  or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term "Independent Legal Counsel" shall not include any person
who, under the applicable  standards of  professional  conduct then  prevailing,
would have a conflict of  interest in  representing  either the  Corporation  or
Indemnitee in an action to determine Indemnitee's right to indemnification under
this Agreement.

            (g)  "Liabilities"  shall mean  liabilities  of any type  whatsoever
including,  but not limited to, any  judgments,  fines,  ERISA  excise taxes and
penalties,  penalties  and amounts paid in  settlement  (including  all interest
assessments  and other charges paid or payable in connection  with or in respect
of such  judgments,  fines,  penalties  or amounts  paid in  settlement)  of any
Proceeding.

            (h)  "Proceeding"  shall mean any  threatened,  pending or completed
action,  claim,  suit,  arbitration,  alternate  dispute  resolution  mechanism,
investigation, administrative hearing or any other proceeding, wherever brought,
whether civil,  criminal,  administrative or  investigative,  that is associated
with Indemnitee's being an Agent of the Corporation.

         17. Binding Effect; Duration and Scope of Agreement; Related Parties.

            (a) This Agreement shall be binding upon and inure to the benefit of
and be  enforceable by the parties  hereto and their  respective  successors and
assigns  (including  any  direct or  indirect  successor  by  purchase,  merger,
consolidation or otherwise to all or substantially all of the business or assets
of the Corporation), spouses, heirs and personal and legal representatives. This
Agreement shall continue in effect during the Indemnification Period, regardless
of whether Indemnitee continues to serve as an Agent.

            (b) To the  extent  that  Indemnitee  is  serving  on the  Board  of
Directors at the direction of any stockholder of the Corporation  who,  pursuant
to the Articles of  Incorporation  or  contractual  arrangement,  shall have the
right to elect or appoint  Indemnitee to the Board of Directors (an  "Appointing
Stockholder"),   the  Corporation  shall  indemnify  and  hold  such  Appointing
Stockholder  harmless  from and against  Expenses and  Liabilities  actually and
reasonably  incurred by  Appointing  Stockholder  or on its behalf in connection
with the  investigation,  defense,  settlement or appeal of any  Proceeding,  or
being a witness in, or preparing to defend or be a witness in, such  Proceeding,
arising solely by reason of the fact that Appointing Stockholder has the ability
to appoint or elect Indemnitee to the Board of Directors, provided however, that
(i) the  limitations on  indemnification  in Section 6 shall apply to Appointing
Stockholder as "Indemnitee" hereunder; and (ii) no such indemnification shall be
available to any Appointing  Stockholder in the event that Indemnitee  shall not
be  entitled  to  indemnification  in the same or any  related  proceeding.  The
Corporation and Indemnitee agree that such Appointing Stockholder is an intended
third party beneficiary of this Agreement.

                                     - 10 -
<PAGE>

         18. Severability.  If any provision or provisions of this Agreement (or
any portion thereof) shall be held to be invalid,  illegal or unenforceable  for
any reason whatsoever:

            (a) the  validity,  legality  and  enforceability  of the  remaining
provisions  of this  Agreement  shall  not in any way be  affected  or  impaired
thereby; and

            (b) to the fullest extent legally  possible,  the provisions of this
Agreement shall be construed so as to give effect to the intent of any provision
held invalid, illegal or unenforceable.

         19.  Governing Law. This  Agreement  shall be governed by and construed
and enforced in accordance  with the laws of the State of Nevada,  as applied to
contracts  between Nevada  residents  entered into and to be performed  entirely
within the State of Nevada, without regard to conflict of laws rules.

         20.  Consent to  Jurisdiction.  The  Corporation  and  Indemnitee  each
irrevocably consent to the jurisdiction of the courts of the State of Nevada for
all purposes in connection  with any action or proceeding  that arises out of or
relates  to this  Agreement  and agree  that any  action  instituted  under this
Agreement shall be brought only in the state courts of the State of Nevada.

         21. Entire  Agreement.  This Agreement  represents the entire agreement
between the parties  hereto,  and there are no other  agreements,  contracts  or
understandings  between the parties hereto with respect to the subject matter of
this  Agreement,  except as  specifically  referred  to herein or as provided in
Section 15 hereof.

         22.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall for all  purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.

                                     - 11 -
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed the  Indemnification
Agreement as of the date set forth in the first paragraph hereof.

                                            INTRAOP MEDICAL CORPORATION
                                            a Nevada corporation


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



                                            INDEMNITEE

                                            ------------------------------------
                                            [Name]

                                     - 12 -
</TEXT>
</DOCUMENT>
