Exhibit 10.2

                          INVENTORY/FACTORING AGREEMENT

On this  16th  day of  August,  2005,  Intraop  Medical  Corporation,  a  Nevada
corporation (the "Company") and E.U. Capital Venture, Inc., a Nevada corporation
with  E.U.C.  Holding,  hereafter  referred  to as the  "Lender",  agree  to the
following terms and conditions for
inventory/factoring financing:

Lender will provide up to $3,000,000 of combined inventory and factoring finance
upon the following terms:

Inventory Terms:

     1.1  Inventory  financing for  manufacturing of Mobetron units at a rate of
          one (1%) percent per month.

     1.2  Lender will finance each Mobetron unit up to 90% of manufacturing cost
          by serial number quoted by CDS, the manufacturer.

     1.3  The Company  will grant the Lender a continuing  security  interest in
          the Company's Mobetron inventory financed by Lender.

     1.4  All financing provided by Lender is strictly to be used for purchasing
          of  inventory  only and upon request by Lender,  be  accounted  for by
          serial number. Upon completion of a Mobetron serial number, the Lender
          will  release all claims  against  said  Mobetron  serial  number upon
          payment in full plus accumulated interest.


Factoring Terms:

     2.1  The  Lender  (E.U.C.  Holding)  will  have the  exclusive  option  for
          factoring  financing  when the  Company  has a  contract  in place for
          delivery outside the United States of America.

     2.2  The Lender will provide up to 80% of the value stated in the Company's
          sales contract at a rate of two (2) percent per month.

     2.3  Company and Lender agree that a separate  "Factoring  Assignment" will
          be signed for each sale financed under this agreement.




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General Provisions:

     3.1  The undersigned further agree that this Inventory/Financing  Agreement
          and any payment hereunder may be extended from time to time based upon
          business demand and acceptance of both the company and the Lender.

     3.2  The Company will fully insure all  inventories  in  production or held
          for shipment.

     3.3  In the event is becomes  necessary  for either  party to retain  legal
          counsel for the  enforcement of this agreement 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 attorney's fees and other costs and expenses of collection.

     3.4  Neither party shall assign its rights under this Agreement without the
          prior written consent of the other party.  The terms of this Agreement
          shall apply to,  inure to the benefit of, and bind all parties  hereto
          and their successors and permitted assigns.

     3.5  In addition to the terms stated above, the Company agrees to provide a
          ten  (10%)  percent,  $300,000,  of  warrant  coverage  of  the  total
          committed  dollar  amount in this  agreement  Warrants to be priced at
          $0.52 , the volume  weighted  average price of the Company's  stock on
          the date of this agreement.

     3.6  The  Agreement  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.




Company                            Lender
INTRAOP MEDICAL CORPORATION        E.U. CAPITAL VENTURE, INC.


/s/ Donald A. Goer                 /s/ Yvonne Morkner
------------------                 ----------------------------------
Donald A. Goer                     Yvonne Morkner
President and CEO                  Secretary/Treasurer





                                   E.U.C. HOLDING


                                   /s/ Mogens Simonsen
                                   ----------------------------------
                                   Mogens Simonsen President