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Exhibit 10.49
GUARANTY
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of
which are hereby acknowledged, and to induce ABS SOS-Plus Partners
Ltd. and
Regenmacher Holdings, Ltd. (collectively, the "Holders"), to extend
the maturity
date on those certain 10% Senior Secured Debenture dated as of
August 31, 2005
in the original principal amount of $1,000,000 (the "Notes") held
by each Holder
and issued by Intraop Medical Corporation, a Nevada corporation
(the "Company"),
from August 31, 2005 to September 30, 2008, Lacuna Hedge Fund LLLP
(the
"Guarantor") does hereby irrevocably and unconditionally guarantee
the prompt,
full and faithful performance and discharge when due of all sums
due from
Company to each Holder under the Notes which, as of the date
hereof, each have a
remaining principal balance of $500,000 (collectively, the
"Guaranteed
Obligations"). This Guaranty is absolute, unconditional,
irrevocable and
continuing and shall remain in effect until all Guaranteed
Obligation
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