Exhibit 10.24
THIRD AMENDMENT TO AMENDED AND RESTATED INVENTORY AND
RECEIVABLES PURCHASE AGREEMENT
This
Third Amendment to Amended and Restated Inventory and
Receivables
Purchase Agreement (the "Third Amendment") is entered into as of
September 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 on May
24, 2006 and August 14, 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 $4,500,000 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 Novembe
