Intraop Medical Corporation Announces Completion of Merger

[March 9, 2005]  Intraop Medical Corporation, a Nevada corporation (the “Company”) has closed its merger with Intraop Medical, Inc., a privately-held Delaware corporation (the “Target”), as result of which the Target was merged with and into the Company, with the Company remaining as the surviving corporation.

As a result of the merger, the sole business of the Company became that of the Target. The Company will develop, manufacture, market and service the Mobetron, a mobile electron beam system designed for intraoperative radiation therapy treatment of cancer, coronary/vascular restenosis and other medical applications. To date, the Target has twelve Mobetron installations in the United States, Europe, and Asia.

The Company’s operations will be conducted from the California office of the Target in Santa Clara, California, which became the offices of the Company. Effective as of the closing, Mr. David Shamy, the sole director and officer of the Company prior to closing of the merger, has resigned his positions with the Company, and the officers and directors of the Target became the officers and directors of the Company.

As set forth in the merger agreement, effective on the effective time of the merger, each stockholder of the Target has become a stockholder of the Company and will, subject to certain anti-dilutive adjustments, receive one share of the Company’s common stock in exchange for each share of Target common stock or Target preferred stock. Each warrant and convertible note of the Target, outstanding and unexercised as of the effective time of the merger and each option to purchase common stock of the Target outstanding as of the date of the closing were assumed by the Company.

As contemplated by the merger agreement executed by the parties on February 24, 2004, 19,932,265 shares of the Company’s common stock held of record by Mr. David Shamy, the Company’s majority stockholder prior to the closing of the merger, were cancelled.