**Exhibit10.1**

** **

**ASSETPURCHASE AGREEMENT**

 

This Agreement made this3rd day of April, 2008, between ProUroCare Medical, Inc., a Nevadacorporation (“Buyer”), and Profile L.L.C., a Delaware limited liability company(“Seller”).

 

**RECITALS**

 

**1.****                                     **Seller owns certain patents, patentapplications and know-how (“Assets”).

 

**2.**                                      Seller desires to sell and Buyer desires topurchase those certain Assets of Seller in accordance with the terms andconditions contained herein.

 

**AGREEMENTS**

 

**1.****                                      ASSETSTO BE PURCHASED.**  Buyer shallpurchase and Seller shall sell the Assets set forth on Exhibit A.

 

**2.****                                      PURCHASEPRICE.**    The purchase price for the Assets to bepurchased shall be equal to the sum of Three Hundred Thousand Dollars($300,000.00).

 

**3.****                                      PAYMENTOF PURCHASE PRICE.**   On the ClosingDate, Buyer shall pay Seller One Hundred Fifty Thousand Dollars ($150,000.00),by check, and a Promissory Note in the amount of One Hundred Fifty ThousandDollars ($150,000.00) in the form substantially as set forth in Exhibit D.

 

**4.****                                      REPRESENTATIONSAND WARRANTIES OF SELLER.**   Sellerhereby represents and warrants to Buyer as follows:

 

(a)           Seller is an LLC duly organized,validly existing and in good standing under the laws of the State of Delaware,and has full corporate power and authority to enter into and perform itsobligations under this Agreement.  Alldocuments executed and to be executed by Seller and delivered in accordancewith the terms of this Agreement have been duly authorized and are and will bevalid obligations of Seller, enforceable in accordance with their respectiveterms.

 

(b)           Seller owns the Assets to be soldhereunder and has good and marketable title to such Assets, free and clear ofall liens, encumbrances and charges whatsoever, and Seller has the free andunrestricted right to transfer and assign such assets to Buyer in accordancewith the terms of this Agreement without the consent or approval of any otherperson or party.

 

(c)           This Agreement, the transactionscontemplated hereby and the performance hereof by Seller do not and will notresult in the violation of any contract, undertaking or agreement to whichSeller is a party or is bound.

 

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(d)           There is no litigation or proceedingpending or, to the best knowledge of Seller, threatened against or relating tothe Assets, nor does Seller know of, or have any reasonable grounds to know of,any basis for any such action.

 

(e)           The Assets listed on Exhibit Acomprise all the patents, patent applications, and know-how owned, controlled,or possessed by or to which Seller has a license thereto as of the date of thisAgreement, to the knowledge of Seller.

 

(f)            The Assets listed on Exhibit Acomprise all the patents, patent applications and know-how that Seller owns orhas rights to which ArMed, Inc. or ArMed L.L.C. previously had an interest,to the knowledge of Seller.

 

The foregoingrepresentations and warranties shall be true at the time of execution of thisAgreement and on the Closing Date, and shall survive the execution and deliveryof this Agreement and the Closing. Seller hereby agrees to indemnify and hold harmless Buyer from anylosses, costs or expenses (including reasonable attorneys’ fees, whether or notsuit is brought) of any nature that Buyer incurs as a result of a breach of anyof the foregoing representations and warranties.

 

**5.****                                      REPRESENTATIONSAND WARRANTIES OF BUYER.**   Buyerhereby represents and warrants to Seller as follows:

 

(a)           Buyer is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofNevada and has full corporate power and authority to enter into and perform itsobligations under this Agreement.   Alldocuments executed and to be executed by Buyer and delivered in accordance withthe terms of this Agreement have been duly authorized and are and will be thevalid obligations of Buyer enforceable in accordance with their respectiveterms; and

 

(b)           There is no litigation or proceedingpending or, to the best knowledge of Buyer, threatened against Buyer whichquestions the authority of Buyer to enter into or perform its obligations underthis Agreement or which, if determined adversely to Buyer, would affect itsability to enter into or perform its obligations under this Agreement.

 

The foregoingrepresentations and warranties shall be true at the time of execution of thisAgreement and on the Closing Date and shall survive the execution and deliveryof this Agreement and the Closing.  Buyerhereby agrees to indemnify and hold harmless Seller from any losses, costs orexpenses (including reasonable attorneys’ fees, whether or not suit is brought)that Seller incurs as a result of a breach of any of the foregoingrepresentations and warranties.

 

**6.****                                    CONDITIONSTO OBLIGATIONS OF BUYER.**   Theobligations of Buyer hereunder shall be subject to the representations and warrantiesof Seller as set forth in Section 4 hereof 

 

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being true and correct onthe Closing Date.  If any of theforegoing conditions are not performed or observed on or before the ClosingDate, Buyer may, at its option and in its discretion, either waive theperformance or observance of any or all of such conditions or terminate thisAgreement by notice to Seller, in which event Buyer shall have no furtherobligations or liabilities under this Agreement.

 

**7.****                                      CONDITIONTO OBLIGATIONS OF SELLER.**  The obligationsof Seller hereunder shall be subject to the representations and warranties ofBuyer set forth in Section 5 hereof being true and correct on the ClosingDate.  If the foregoing condition is notperformed or observed on or before the Closing Date, Seller may, at its optionand in its discretion, either waive the performance or observance of suchcondition or terminate this Agreement by notice to Buyer, in which event Sellershall have no further obligations or liabilities under this Agreement.

 

**8.****                                      SELLER’SLIABILITIES NOT ASSUMED.**   Buyer ispurchasing certain specified Assets of Seller but is not assuming Seller’sliabilities.  Seller shall be and remainresponsible for all liabilities and obligations of Seller, including withoutlimitation, all federal, state and local taxes, and any and all secured andunsecured liabilities of Seller.

 

**9.****                                      CLOSINGDATE.**   The Closing Date of thepurchase and sale contemplated hereby shall, subject to the conditions hereof,occur on April 3, 2008, or such other date as Seller and Buyer shall agree(the “Closing Date”) at such time and such place in Minneapolis, Minnesota, asSeller and Buyer shall mutually determine. On the Closing Date, Buyer shall deliver to Seller the purchase price ascalled for by Section 3 hereof.  Onthe Closing Date, Seller shall deliver the following to Buyer:

 

(a)           A bill of sale transferring andassigning to Buyer all of the Assets sold hereunder in the form substantiallyas set forth in Exhibit B;

 

(b)           An assignment assigning to Buyer allof the Assets transferred hereunder in the form substantially as set forth in Exhibit C.

 

**10.****                               NOTICES.**   All notices required hereunder shall be inwriting and shall be delivered to the parties as follows:

 
| To Seller: |   | Stan Graves                              |
|------------|--------|------------------------------------------|
|       |   | Graco  Resources, Inc.              |
|       |   | 6930 Cahaba Valley  Road, Suite 200 |
|       |   | Birmingham, AL 35242                     |
|       |   |                                     |
| To Buyer:  |   | Rick Carlson                             |
|       |   | ProUroCare  Medical, Inc.           |
|       |   | 5500 Wayzata Boulevard  #310             |
|       |   | Golden Valley, MN 55416                  |

 

Such addresses may bechanged by written notice to the other party. Such notices shall be effective upon receipt three business days aftermailing (if delivered by registered or 

 

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certified mail); or onebusiness day after mailing (if delivered by overnight courier service).

 

**11.****                               AGREEMENT.**    Thisagreement contains the entire agreement of the parties concerning the subjectmatter hereof, and supersedes all prior communications, understandings andagreements.  No representations, promisesor agreements, oral or otherwise, not contained herein shall be of any force oreffect.

 

**12.****                               GOVERNINGLAW; JURISDICTION.**    This Agreementshall be governed by and construed under the laws of the State of Minnesota andshall be binding upon and inure to the benefit of Seller and Buyer and theirrespective heirs, successors and assigns. Both Seller and Buyer hereby agree that the courts of the State ofMinnesota shall have jurisdiction of any and all disputes arising hereunder.

 
|   | **PROFILE L.L.C.**           |
|--------|------------------------------|
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/Stanley L. Graves |
|   |                         | Stan Graves |
|   | Its:                         | Representative |
|   |                         |   |
|   |                         |   |
|   | **PROUROCARE MEDICAL, INC.** |
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/Rick Carlson |
|   |                         | Rick Carlson |
|   | Its:                         | President |

 

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**EXHIBIT A**

 

**List of Patents/Applications**

 
| **Patent or Application No.** | ** ** | **Title**                                                                                                          | ** ** | **Status**                      |
|----------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|------------|---------------------------------|
| U.S. 5,860,934  (CIP of App. 07/994,109)     |       | Method and Device for  Mechanical Imaging of Breast                                                                |       | Issued 01/19/99                 |
| EP 97905986.2                                |       | Method and Device for  Mechanical Imaging of Breast                                                                |       | Filed 08/31/98                  |
| Japan 09-530984                              |       | Method and Device for  Mechanical Imaging of Breast                                                                |       | Filed 08/27/98                  |
| U.S. 5,833,633  (CIP of 5,524,636)           |       | Device for Breast  Haptic Examination                                                                              |       | Filed 11/03/97  Issued 11/10/98 |
| U.S. 5,785,663  (CIP of 5,524,636)           |       | Method and Device for  Mechanical Imaging of Prostate                                                              |       | Filed 02/27/96  Issued 07/28/98 |
| EP 97907654.4                                |       | Method and Device for  Mechanical Imaging of Prostate                                                              |       | Filed 09/10/98                  |
| JP 09-530983                                 |       | Method and Device for  Mechanical Imaging of Prostate                                                              |       | Filed 08/27/98                  |
| U.S. 5,836,894  (CIP of 5,524,636)           |       | Apparatus for Measuring  Mechanical Parameters of the Prostate and for Imaging the Prostate Using Such  Parameters |       | Filed 06/10/97  Issued 11/17/98 |
| U.S. 5,922,018  (CIP of 5,524,636)           |       | Method for Using a  Transrectal Probe to Mechanically Image the Prostate Gland                                     |       | Filed 06/10/97  Issued 07/13/99 |
| U.S. 5,524,636                               |       | Method and Apparatus  for Elasticity Imaging                                                                       |       | Filed 12/21/92  Issued 06/11/96 |
| U.S. 5,265,612                               |       | Intracavity Ultrasonic  Device for Elasticity Imaging                                                              |       | Filed 12/21/92  Issued 11/30/93 |
| U.S. 6,142,959                               |       | Device for Palpation  and Mechanical Imaging of the Prostate                                                       |       | Filed 07/22/99  Issued 11/07/00 |
| PCT/US00/19756                               |       | Device for Palpation  and Mechanical Imaging of the Prostate                                                       |       | Filed 07/21/00                  |
| U.S. 09/843,056                              |       | Apparatus and Method  for Mechanical Imaging of Breast                                                             |       | Filed 04/26/01                  |
| PCT/US01/13551                               |       | Apparatus and Method  for Mechanical Imaging of Breast                                                             |       | Filed 04/26/01                  |
| U.S. 60/200,433                              |       | Apparatus and Method  for Mechanical Imaging of Breast                                                             |       | Filed 04/28/00                  |
| U.S. 09/819,419                              |       | Real Time Mechanical  Imaging of the Prostate                                                                      |       | Filed 03/28/01                  |

 

**LIST OF KNOW-HOW**

 

All unpatentedinventions, discoveries, processes, devices, documents, techniques, practices,methods, knowledge, skill, experience, bench testing information and otherinformation and data owned or possessed by or licensed to Seller that relate,pertain or are connected, in any way, to the above list ofpatents/applications.

 

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**EXHIBIT B**

 

**BILL OF SALE**

 

**FOR VALUE RECEIVED**,**PROFILE L.L.C.**, a Delaware L.L.C. (“Seller”),in consideration of the purchase price payable to Seller by **PROURO CARE MEDICAL INC.**, a Nevada corporation (“Buyer”),pursuant to the Asset Purchase Agreement between Seller and Buyer dated April       ,2008, does hereby sell, transfer, and assign to Buyer, its successors andassigns, forever, the patents and patent applications set forth on Exhibit A.  Seller, for itself and its successors andassigns, covenants and agrees to and with Buyer, and its successors andassigns, that Seller is the lawful owner of such patents and patentapplications and has the full right to sell the same, and that the same arefree from all encumbrances.   Seller willwarrant and defend the sale of such patents and patent applications hereby madeunto Buyer, its successors and assigns, against all and every person andpersons whomsoever, lawfully claiming the whole or any part thereof.

 

**IN WITNESS WHEREOF**,Seller has duly executed this Bill of Sale this       day of April, 2008.

 
|   | **PROFILE L.L.C.** |
|--------|--------------------|
|   |               |   |
|   |               |   |
|   | By:                | /s/ Stanly L. Graves |
|   |               |   |
|   | Its:               | Representative |

 

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**EXHIBIT C**

 

**ASSIGNMENT**

 

**WHEREAS,** Profile L.L.C., a Delaware limited liabilitycompany, having a place of business at Birmingham, Alabama (“Assignor”), is theowner by Assignment of the patents and patent applications identified on Exhibit Ahereto (the “Patents” and “Patent Applications”).

 

**WHEREAS,** ProUroCare Medical, Inc., a Nevadacorporation, having a place of business at Minneapolis, Minnesota (“Assignee”),has acquired the entire right, title and interest in and to said Patents andPatent Applications.

 

**NOW,THEREFORE,** for good andvaluable consideration, the receipt of which is hereby acknowledged, Assignorhereby sells, assigns and transfers to Assignee, its successors and assigns,the entire right, title and interest in and to said Patents and PatentApplications, including the inventions therein described and claimed, allrights for past infringement thereof, all renewals, reissues, extensions,substitutions, continuations, continuations-in-part, or divisions thereof, andall foreign applications based thereon, and the right to apply for patents inforeign countries in its own name, including the right to claim any priorityrights to which such foreign applications are entitled under internationalconventions, treaties, or otherwise.

 
|   | **Profile  L.L.C.** (Assignor) |
|--------|--------------------------------|
|   |                           |
|   | By                             | /s/  Stanley L. Graves |
|   |                           |   |
|   |                           | Its | Manager |

 
| STATE  OF ALABAMA    | )      |
|----------------------|--------|
|                 | )  ss. |
| COUNTY  OF JEFFERSON | )      |

 

Onthis 3rd day of April, 2008, before me, a notary public in and for said county,appeared Stanley L. Graves, Manager of Profile, LLC, the person who signed thisinstrument, who acknowledged that he/she signed it as a free act on behalf ofsaid company with authority to do so.

 
|   | /s/  Rosie Toibero Holman                      |
|--------|------------------------------------------------|
|   | Rosie  Toibero Holman, Notary Public           |
|   | My  commission expires January 19, 2009   |
|   |                                           |
|   |                                           |
|   | **ProUroCare  Medical, Inc.**  (Assignee) |
|   |                                           |
|   | By                                             | /s/ Richard C. Carlson |
|   |                                           |   |
|   |                                           | Its | CEO |

 

 
| STATE  OF MINNESOTA | )      |
|---------------------|--------|
|                | )  ss. |
| COUNTY  OF HENNEPIN | )      |

 

Onthis 3rd day of April, 2008, before me, a notary public in and for said county,appeared Richard Carlson of ProUroCare Inc., the person who signed thisinstrument, who acknowledged that he/she signed it as a free act on behalf ofsaid company with authority to do so.

 
|   |                                |
|--------|-------------------------------------|
|   | /s/  Anne E Bodurtha                |
|   | Notary  Public                      |
|   | My  commission expires Jan 31, 2012 |

 

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