Unsecured Promissory Note between Intraop Medical Corporation and Donald A. Goer dated July 17, 2006

Summary

Intraop Medical Corporation has agreed to repay Donald A. Goer $50,000 plus 9% annual interest for a non-recourse loan made on July 17, 2006. The principal and interest are to be paid as soon as the company's operating capital allows. If legal action is needed to enforce the note, the successful party will be reimbursed for legal fees. The agreement is governed by California law and binds both parties and their successors. The note can only be changed in writing signed by both parties.

EX-10.22 3 a5191623ex10-22.txt EXHIBIT 10.22 Exhibit 10.22 UNSECURED PROMISSORY NOTE On this 17th day of July 2006, Intraop Medical Corporation, a Nevada corporation (the "Company"), does hereby agree to pay Donald A. Goer ("Lender") at his offices at 570 Del Rey Avenue, Sunnyvale, CA or such other place as the holder hereof shall reasonably designate, the sum of Fifty Thousand Dollars ($50,000) along with accrued interest at the rate of 9% per annum as provided herein, in consideration for the Lender's non-recourse loan made to the Company on the above date and for the above amount. 1. Principal Payments. Principal shall be payable to Lender as soon as possible from the Company's operating capital when conditions permit. Interest shall be paid upon repayment of this note. 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. 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. COMPANY: Intraop Medical Corporation. /s/ Donald A. Goer - ------------------ Donald A. Goer President & CEO Intraop Medical Corporation /s/ Howard Solovei - ------------------ Howard Solovei CFO Intraop Medical Corporation 2