SECOND AMENDMENT TO LOAN DOCUMENTS
THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is made and entered into as
of this 30th day of June, 2009, by and among INTRAOP MEDICAL CORPORATION, a Nevada corporation
(the "Company"), and the investors of the Company set forth on the signature pages hereto (the "Investors").
Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Documents (as
WHEREAS, pursuant to that certain Debenture Purchase Agreement, dated as of September 30, 2008 and
amended as of April 9, 2009 (the "Purchase Agreement"), the Company has issued to the Investors 10% Senior
Secured Debentures (as the same may have been amended and restated, the "Debentures");
WHEREAS, to secure the Company's obligations under the Debentures, the Company and the Investors have
entered into a Security Agreement, dated as of September 30, 2008 and amended as of April 9, 2009 (the
"Security Agreement" and, together with the Purchase Agreement and the Debentures, the "Loan Documents");
WHEREAS, the Company and the Investors wish to amend certain terms of the Loan Documents as described
NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.1 Amendment to Loan Documents.
(a) The Debentures are hereby amended by changing the references to "June 30, 2009" in (i) the second
paragraph of the preamble thereto and (ii) the definition of "Monthly Payment Date" in Section 1 thereof to
"December 31, 2009".
(b) The Debentures are hereby amended by amending and restating in its entirety the definition of "Original Issue
Date" set forth in
Section 1 thereof as follows:
""Original Issue Date" shall mean the date on which this Debenture was originally issued (notwithstanding any
subsequent amendment and restatements hereof)."