**Exhibit 10.4**

**TERMINATION AND INTENT FORCOOPERATION AGREEMENT**

**THIS TERMINATION AND INTENT FORCOOPERATION AGREEMENT**is entered into as of April 16, 2007 (“Effective Date”) by and betweenProUroCare Medical Inc., a Nevada corporation (“PUC”), Dr. Armen Sarvazyan(“Sarvazyan”) and Artann Laboratories, Inc., a New Jersey corporation (“Artann”)(with PUC, Sarvazyan and Artann each being referred to herein as a “Party” andcollectively as the “Parties”).

**WHEREAS**, the Parties entered into a DevelopmentAgreement and a Research and Development Agreement dated July 13, 2004 (the “PriorAgreements”) and have been in discussions regarding their cooperation under thePrior Agreements;

**WHEREAS**, the Parties wish to terminate the PriorAgreements and set forth in this Agreement their intentions relating to theirfuture cooperation.

**NOW, THEREFORE,**in consideration of the premises andmutual agreements hereinafter set forth and of other consideration, the receiptand sufficiency of which is hereby acknowledged, the Parties agree as follows:

# 1.             Termination ofPrior Agreement and Release.  Subjectto the terms and conditions set forth below, the Prior Agreements, togetherwith all undischarged obligations and liabilities under such agreements, arehereby terminated effective as of the Effective Date.  PUC, Sarvazyan and Artann each, foritself/himself and its/his successors, affiliates and related persons andentities, expressly and irrevocably waives, and holds each other harmless from,any claims, causes of action, obligations, or rights, whether arising incontract, tort, statute, or otherwise, which it/he has, may have or claim tohave, whether known or unknown, arising from the Prior Agreements or any otheragreement, act, failure to act or transaction which occurred prior to the dateof this Agreement.

# 2.             Consideration.  Immediately upon execution of this Agreementon April 16, 2007, as full and complete consideration for the provisions ofSection 1 above, PUC shall: (i) pay Artann the amount of $60,000.00 bybank draft or wire transfer to an account at a bank specified by Artann, and(ii) deliver to Artann a warrant for the purchase of 200,000 shares ofcommon stock of PUC at an exercise price of $0.41 per share substantially inthe form attached as Exhibit A.

# 3.             Intent forCooperation.  The parties arecurrently in discussions to finalize a new Development Agreement for the jointdevelopment of a next generation prostate mechanical imaging device withenhanced functionalities (the “New Agreement”). The parties agree to use their best efforts to finalize the NewAgreement within four weeks of the Effective Date, including a development planwith a timeline and milestones for their joint development activities.  On or before May 4, 2007, PUC will pay Artannan additional $35,000 as the first payment for work already completed under theproposed New Agreement.

# 4.             Further Acts.  Each of the Parties shall at the request ofthe other Party, execute and deliver any further documents and do all acts andthings as that Party may reasonably require in order to carry out the trueintent and meaning of this Agreement.

# 5.             Parties ofInterest.  This Agreement is for thebenefit of and shall be binding upon the Parties, their permitted assigns andsuccessors.

# 6.             Notices.  Any notice required to be given under theterms hereof shall be in writing and deemed given by any Party upon: (i)personal delivery, (ii) confirmed delivery by a standard overnight

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# courier or when delivered by hand, or (iii) whenmailed in the United States by certified or registered mail, postage prepaid,addressed at the following addresses (or at such address for a Party as shallbe specified by notice given hereunder):

In the case of the PUC:

ProUroCare Medical Inc.5500 Wayzata Boulevard, Suite 310Golden Valley, Minnesota 55416Attn: Mr. Richard Carlson

In the case of the Artannor Sarvazyan:

Artann Laboratories Inc.1753 Linvale-Harbourton Rd.Lambertville New Jersey 08530-3302Attn: Dr. Armen Sarvazyan

7.             Representations and Warranties of PUC.  PUC represents and warrants to Artann that:

(a)           it is a corporation duly incorporated, validlyexisting and in good standing under the laws of the state of Nevada;

(b)           it has all requisite corporate power, authority andright to enter into this Agreement and to complete the transaction contemplatedhereby and to perform its obligations hereunder;

(c)           this Agreement has been duly authorized, executed anddelivered by PUC and constitutes a legal, valid and binding agreement of PUC,enforceable in accordance with its terms, subject to bankruptcy, insolvency,fraudulent conveyance, reorganization, moratorium and similar laws of generalapplicability relating to or affecting creditors’ rights and to general equityprinciples;

(d)           no notice to, or authorization, consent or approval of,any person is necessary for the execution and delivery of this Agreement by PUCor the consummation by PUC of the transactions contemplated hereby; and

(e)           the consummation of the transactions contemplated bythis Agreement will not result in the violation or default of any provision ofany instrument, judgment, order, writ, decree or contract to which PUC is aparty or by which PUC is bound or any provision of foreign, federal, state orlocal statute, rule or regulation applicable to PUC.

8.             Representations and Warranties of Artann. Artann represents and warrants to PUC that:

(a)           it is a corporation duly incorporated and validlyexisting under the laws of the State of New Jersey;

(b)           it has all requisite corporate power, authority andright to enter into this Agreement and to complete the transaction contemplatedhereby and to perform its obligations hereunder;

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(c)           this Agreement has been duly authorized, executed anddelivered by Artann and constitutes a legal, valid and binding agreement ofArtann, enforceable in accordance with its terms, subject to bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium and similar lawsof general applicability relating to or affecting creditors’ rights and togeneral equity principles;

## (d)           no notice to, orauthorization, consent or approval of, any person is necessary for theexecution and delivery of this Agreement by Artann or the consummation byArtann of the transactions contemplated hereby; and

## (e)           the consummation of thetransactions contemplated by this Agreement will not result in the violation ordefault of any provision of any instrument, judgment, order, writ, decree orcontract to which Artann is a party or by which Artann is bound or anyprovision of foreign, federal, state or local statute, rule or regulationapplicable to Artann.

# 9.             Representationsand Warranties of Sarvazyan.  Sarvazyanrepresents and warrants to PUC that:

## (a)           this Agreement has beenduly executed and delivered by him and constitutes a legal, valid and bindingagreement of Sarvazyan, enforceable in accordance with its terms,subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium and similar laws of general applicability relating to or affectingcreditors’ rights and to general equity principles; and

## (b)           no notice to, orauthorization, consent or approval of, any person is necessary for theexecution and delivery of this Agreement by Sarvazyan or theconsummation by Sarvazyan of the transactions contemplated hereby.

# 10.           Governing Law.  This Agreement shall be governed by the lawsof the State of New Jersey.

# 11.           Entire Agreement.  This Agreement, including the Exhibit,constitutes the entire agreement between the Parties with respect to thesubject matter of this Agreement and supersedes all prior negotiations,proposals and agreements, whether oral or written, with respect to the subjectmatter of this Agreement.

# 12.           Third Party Rights.  This Agreement is intended solely for thebenefit of the Parties and is not intended to confer any benefits upon, orcreate any rights in favor of, any person other that the Parties, except asexpressly provided to the contrary elsewhere in this Agreement.

# 13.           Waiver.  Failure by any Party to insist in any one ormore instances upon the strict performance of any one of the covenantscontained herein shall not be construed as a waiver or relinquishment of suchcovenant.  No waiver by any Party of anysuch covenant shall be deemed to have been made unless expressed in writing andsigned by the waiving Party.

# 14.           Severability.  The unlawfulness or invalidity orunenforceability of any provision in this Agreement or of any covenant hereincontained on the part of any Party shall not affect the validity orenforceability of any other provision or covenant hereof or herein containedand the Parties hereby undertake to renegotiate in good faith, with a view toconcluding arrangements as nearly as possible the same as those hereincontained.

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# 15.           Amendments.  No term or provision hereof may be amendedexcept by an instrument in writing signed by all of the Parties to thisAgreement.

# 16.           Assignment.  No Party shall be entitled to assign itsrights under this Agreement to any person without the prior written consent ofthe other Parties, such consent not to be unreasonably withheld.

# 17.           Expenses.  Except as the Parties may agree in writing,the Parties shall each pay their own costs and expenses incurred in connectionwith the consummation of the transactions contemplated by the Agreement, exceptthat PUC shall bear the fees and expenses of Morrison & Foerster LLPassociated with preparation of the New Agreement by reimbursing Artann for saidfees and expenses based on submission of an invoice.

# 18.           Counterparts.  This Agreement may be executed in severalcounterparts, each of which when so executed shall be deemed to be an originaland shall have the same force and effect as an original but such counterpartstogether shall constitute but one and the same instrument.

| **PROUROCARE MEDICAL INC.** | ** **             | **ARTANN LABORATORIES INC.******     |
|-----------------------------|------------------------|--------------------------------------|
| ** **                  | ** **             | ** **                           |
| By:                         | /s/ Richard C. Carlson |                                 | By: | Armen Sarvazyan |
| Name:                       | Richard C. Carlson     |                                 | Name: | Armen Sarvazyan |
| Its:                        | CEO                    |                                 | Its: | CSO |
|                        |                   |                                 |
|                        |                   |                                 |
| ** **                  |                   | Armen Sarvazyan                      |
| ** **                  |                   | **Dr. Armen Sarvazyan, for himself** |
|                             |                        |                                      |  |  |  |  |  |

 

Attachment:Attachment A – Form of Warrant

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**AttachmentA**

Form of Warrant

**THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OFTHIS WARRANT (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANYSTATE SECURITIES OR BLUE SKY LAWS (“BLUE SKY LAWS”).  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES OR ANYINTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IFTHE COMPANY HAS BEEN FURNISHED WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER,WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE COMPANY, TO THE EFFECTTHAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTIONFROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, ANDASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHERDISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCHREGISTRATION OR EXEMPTION.**

**FORM OF WARRANT**

**FOR**

**SHARES OF COMMON STOCK**

**OF**

**PROUROCARE MEDICAL INC.**
| Warrant No. | Plymouth, Minnesota     |
|-------------|-------------------------|
|        | , 200    |

** **

FOR VALUE RECEIVED,                                 ***,*** or its successorsor assigns (“Holder”), is entitled to subscribe for and purchase fromProUroCare Medical Inc., a Nevada corporation (the “Company”), up to              fully paid and non-assessable shares of the Company’s common stock, $.00001 parvalue per share (the “Common Stock”), at the price of $0.41 per share,subject to adjustments as noted in section 3 below (the “Warrant ExercisePrice”).

This warrant may beexercised by Holder at any time or from time to time on or prior to the fifthanniversary of the date hereof.

This warrant is subjectto the following provisions, terms and conditions:

1.             Exercise ofWarrant.  The rights represented bythis warrant may be exercised by the Holder, in whole or in part, by writtennotice of exercise delivered to the Company at least three days prior to theintended date of exercise and by the surrender of this warrant (properlyendorsed if required) at the principal office of the Company and upon payment

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to it by cash,certified check or bank draft of the purchase price for such shares. The sharesso purchased shall be deemed to be issued as of the close of business on thedate on which this warrant has been exercised by its surrender and payment tothe Company of the Warrant Exercise Price. Certificates for the shares of stock so purchased, bearing therestrictive legend set forth in Section 5 of this warrant, shall be deliveredto the Holder within 15 days after the rights represented by this warrant shallhave been so exercised, and, unless this warrant has expired, a new warrantrepresenting the number of shares, if any, with respect to which this warranthas not been exercised shall also be delivered to the Holder within suchtime.  No fractional shares shall beissued upon the exercise of this warrant.

2.             Certain Covenantsof the Company.  The Companycovenants and agrees that all shares that may be issued upon the exercise ofthe rights represented by this warrant shall, upon issuance, be duly authorizedand issued, fully paid and non-assessable shares.  The Company further covenants and agrees thatduring the period within which the rights represented by this warrant may beexercised, the Company will at all times have authorized, and reserved for thepurpose of issue or transfer upon exercise of the subscription rights evidencedby this warrant, a sufficient number of shares of Common Stock to provide forthe exercise of the rights represented by this warrant.

3.             Adjustment ofExercise Price and Number of Shares. The number of shares the Holder may purchase and the Warrant ExercisePrice shall be subject to adjustment from time to time as hereinafter providedin this section 3.

(a)           Stock Dividend,Stock Split or Stock Combination.  Ifthe Company at any time divides the outstanding shares of its Common Stock intoa greater number of shares (whether pursuant to a stock split, stock dividendor otherwise), and conversely, if the outstanding shares of its Common Stockare combined into a smaller number of shares, the Warrant Exercise Price ineffect immediately prior to such division or combination shall beproportionately adjusted to reflect the reduction or increase in the value ofeach such Common Stock.

(b)           Effect ofReorganization, Reclassification or Merger. If any capital reorganization or reclassification of the capital stockof the Company, or consolidation or merger of the Company with anothercorporation, or the sale of all or substantially all of its assets to anothercorporation shall be effected in such a way that holders of the Common Stockshall be entitled to receive stock, securities or assets with respect to or inexchange for such Common Stock, then, as a condition of such reorganization,reclassification, consolidation, merger or sale, the Holder shall have theright to purchase and receive upon the basis and upon the terms and conditionsspecified in this warrant and in lieu of the shares of the Common Stockimmediately theretofore purchasable and receivable upon the exercise of therights represented hereby, such shares of stock, other securities or assets aswould have been issued or delivered to the Holder if it had exercised thiswarrant and had received such shares of Common Stock prior to suchreorganization, reclassification, consolidation, merger or sale.

(c)           Notice ofAdjustment.  Upon any adjustment ofthe Warrant Exercise Price, the Company shall give written notice thereof, byfirst class mail, postage prepaid, addressed to the registered Holder of thiswarrant at the address of such Holder as shown on the

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books of theCompany, which notice shall state the Warrant Exercise Price resulting fromsuch adjustment and the increase or decrease, if any, in the number of sharespurchasable at such price upon the exercise of this warrant, setting forth inreasonable detail the method of calculation and the facts upon which suchcalculation is based.

4.             No rights asShareholder.  This warrant shall notentitle the Holder to any voting rights or other rights as a shareholder of theCompany.

5.             Application ofRestrictions of Transfer.

### (a)           (a)           No transfer of thiswarrant may be completed unless and until (i) the Company has received anopinion of counsel for the Company that such securities may be sold pursuant toan exemption from registration under the Securities Act of 1933, as amended(the “Securities Act”), or (ii) a registration statement relating tothis warrant has been filed by the Company and declared effective by theCommission.  Subject to the foregoing,this warrant and all rights hereunder are transferable, in whole or in part, atthe principal office of the Company by the Holder in person or by dulyauthorized attorney, upon surrender of this warrant properly endorsed to anyperson or entity who represents in writing that he/she/it is acquiring thewarrant for investment and without any view to the sale or other distributionthereof.  Each Holder of this warrant, bytaking or holding the same, consents and agrees that the bearer of thiswarrant, when endorsed, may be treated by the Company and all other personsdealing with this warrant as the absolute owner hereof for any purpose and asthe person entitled to exercise the rights represented by this warrant orperform the obligations required hereby, or to the transfer hereof on the booksof the Company, any notice to the contrary notwithstanding; but until suchtransfer on such books, the Company may treat the registered owner hereof asthe owner for all purposes.

(b)           In no event shall the Holder(s) sell any shares ofCommon Stock that are issued upon the exercise of the rights represented bythis warrant within 180 days following the effective date of an initial publicoffering of the Common Stock of the Company.

### (b)           (c)           Each certificate forshares issued upon the exercise of the rights represented by this warrant shallbear a legend as follows unless, in the opinion of counsel to the Company, suchlegend is not required in order to ensure compliance with the Securities Act:

“**THE SECURITIES EVIDENCED BYTHIS CERTIFICATE WERE ISSUED, AND THE SECURITIES ISSUABLE IN CONNECTION WITHTHE CONVERSION OF SUCH SECURITIES WILL BE ISSUED, IN A TRANSACTION EXEMPT FROMREGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATESECURITIES LAWS, AND IN RELIANCE UPON THE HOLDER’S REPRESENTATION THAT SUCHSECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE.  NO TRANSFER OF THE SECURITIES OR THESECURITIES ISSUABLE IN CONNECTION WITH THE CONVERSION OF SUCH SECURTITIES MAYBE MADE ON THE BOOKS OF THE COMPANY UNLESS (i) SUCH TRANSFER IS MADE PURSUANTTO AN EFFECTIVE**

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**REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, ASAMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (ii) UNLESS THE HOLDER SHALLHAVE PROVIDED THE COMPANY WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TOTHE COMPANY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.**”

6.             Governing Law.  This Warrant shall be governed by andconstrued in accordance with the laws of the State of Minnesota without regardto its conflicts-of-law provisions.

7.             Amendments andWaivers.  The provisions of thisWarrant may not be amended, modified or supplemented, and waiver or consents todepartures from the provisions hereof may not be given, unless the Companyagrees in writing and has obtained the written consent of the Holder.

8.             Successors andAssigns.  All the terms andconditions of this Warrant shall be binding upon and inure to the benefit ofthe permitted successors and assigns of the Company and the Holder.

9.             Headings andReferences.  The headings of thisWarrant are for convenience only and shall not affect the interpretation ofthis Warrant.  Unless the contextindicates otherwise, all references herein to Sections are references toSections of this Warrant.

10.           Notices.  All notices or communications hereunder,except as herein otherwise specifically provided, shall be in writing.  Notices sent to the Holder shall be mailed,hand delivered or faxed and confirmed to the Holder at his, her or its addressset forth in the Company’s records. Notices sent to the Company shall be mailed, hand delivered or faxed andconfirmed to ProUroCare Medical Inc., One Carlson Parkway, Suite 124, Plymouth,Minnesota 55447, or to such other address as the Company or the Holder shallnotify the other as provided in this Section.

IN WITNESSWHEREOF, the Company has caused this warrant to be signed and delivered by itsduly authorized officer.

Dated:              200  .
|            | **PROUROCARE MEDICAL INC.:** |
|------------|------------------------------|
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | By:                          |   |
|       | Name:                        | Richard C. Carlson |
|       | Title:                       | Chief Executive Officer |
|            |                              |  |  |

 

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WARRANT EXERCISE(CASH/CHECK)

(To be signed only upon exercise of warrant for cash/check)

The undersigned,the holder of the foregoing warrant, hereby irrevocably elects to exercise thepurchase right represented by such warrant for, and to purchase thereunder,                          ofthe shares of Common Stock of ProUroCare Medical Inc. to which such warrantrelates and herewith makes payment of $                    therefor in cash or by check and requests that the certificates for such sharesbe issued in the name of, and be delivered to                                                         ,whose address is set forth below the signature of the undersigned.
| Dated:                                       |                                         |   |   |
|----------------------------------------------|----------------------------------------------|--------|--------|
|                                         | (Signature)                                  |
|                                         |                                         |
|                                         |                                         |
| INSTRUCTIONS FOR  REGISTRATION OF SECURITIES |
|                                         |                                         |
| Name and Address:                            |                                         |
|                                         |                                         |
|                                         |                                         |
|                                         | (please typewrite or print in block letters) |
|                                              |                                              |        |        |  |

 

WARRANT ASSIGNMENT

(To be signed only upon transfer of warrant)

FOR VALUERECEIVED,                                                            hereby sells, assigns and transfers unto:
| Name and Address: |                                         |
|-------------------|----------------------------------------------|
|              |                                         |
|              |                                         |
|              | (please typewrite or print in block letters) |

 

the right to purchase                  shares of Common Stock as represented by this warrant to the extent of                        shares of Common Stock and as to which such right is exercisable and doeshereby irrevocably constitute and appoint                                                      attorney, to transfer the same on the books of the Company with full power ofsubstitution in the premises.

 
| Dated: |        |   |   |
|--------|-------------|--------|--------|
|   | (Signature) |

 

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