**Exhibit10.6**

**MAURICETAYLOR AGREEMENT TO DEFER PAYMENT OF ACCRUED SALARY**

This Agreement to Defer Payment of AccruedSalary (the “Payment Agreement”) is entered into by and between Maurice R. TaylorII (“Taylor”), and ProUroCare Medical Inc. (“PUC”).

WHEREAS, Taylor was employed by PUC as itsChief Executive Officer under the terms of an employment agreement datedJanuary 1, 2005 (the “Employment Agreement”); and,

WHEREAS, Taylor resigned from his position asChief Executive Officer effective November 1, 2006, terminating the EmploymentAgreement; and

WHEREAS, at the request of PUC’s Board ofDirectors, Taylor performed certain duties as an employee in an advisorycapacity to PUC’s new Chief Executive Officer between November 1, 2006 andMarch 31, 2007; and

WHEREAS, because PUC is a development stagecompany, with no revenues or income but a significant amount of debt, and hasreceived a “Going Concern” opinion from its auditors, it was not financiallyable to, and did not, pay Taylor according to the terms of the EmploymentAgreement and for subsequent employment period between June 15, 2006 and March31, 2007; and

WHEREAS, PUC is not currently able to pay Taylor’searned but unpaid salary totaling One Hundred Forty-One Thousand Sixteen and72/100 dollars ($141,016.72) (the “Accrued Salary”), but desires to reach anamicable arrangement with Taylor to pay the Accrued Salary on a reasonablepayment schedule, acceptable to Taylor.

NOW THEREFORE, the Parties have agreed to thefollowing terms and conditions:

1)              Consideration to Taylor:

(A)      PUC will pay Taylor’s Accrued Salary according to the followingschedule:
| Date                                             | ** ** | **Amount** | ** **          |
|--------------------------------------------------|------------|------------|---------------------|
|                                             |       |       |                |
| June 1 to  December 1, 2007                      |       | $          | 5,000.00 per  month |   |
|                                             |       |       |                |
| Balloon payment, on or  before December 28, 2007 |       | $          | 106,016.72          |   |

 

If PUC pays any current employee’s accruedbut unpaid back wages, it shall pay Taylor on an equal basis based upon thetotal amount due to each person, taking into account amounts paid previouslyunder this Section 1.

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(B)        As consideration to Taylor for his agreementto defer payment for his Accrued Salary under the terms of Section 1(A) hereof,PUC shall amend Taylor’s ProUroCare Inc. Incentive Stock Option Agreement datedApril 19, 2002 to allow Taylor until April 1, 2012 to exercise his 450,000vested options (including 214,000 options gifted by Taylor to his children) topurchase ProUroCare Medical Inc. common stock at $1.13 per share.  The parties acknowledge that all 450,000options are “Non-Qualified” options.  Inthe event that PUC is eligible to register the shares to be issued pursuant toits 2002 and 2004 stock option plans (including the shares to be issued uponexercise of the foregoing options) with the Securities and Exchange Commissionon Form S-8, PUC shall file such registration by March 31, 2008.

(C)        If PUC fails to make any payment on its duedate according to the schedule above, PUC shall pay a penalty of 10 percent ofthat payment.  In addition, PUC shall payinterest on any past due amounts to be paid under Section 1 (A) at a rate of 10percent per year (based on a 365 day year and actual number of daysoutstanding).  For purposes of thisagreement, payments mailed to Taylor shall be considered timely paid ifpostmarked on or before the due date.

(D)       Taylor shall have the option to accept aspayment for any of the Accrued Salary, shares of ProUroCare Medical Inc. commonstock up to a maximum of 100,000 shares, based on the price of the lastcompleted trade on the day prior to such payment (or if no shares are sotransacted on that day, the average of the closing bid and asked prices) asreported by the Over-the-Counter Bulletin Board.  Taylor shall notify PUC of his election toaccept any payment due him in stock ten days prior to the date such payment isdue.  It is understood that Taylor shallremit to PUC, and PUC shall be responsible for depositing with the propergovernmental authorities, any required federal and state withholding taxesrelated to the issuance of any such shares.

(E)         All of the forgoing payments will be less alltaxes and withholdings required by law. PUC will issue Taylor a W-2 form reflecting the foregoing payments.

2)              In consideration for the payment and benefitsdescribed above and the remainder of the terms and conditions set forth in thisPayment Agreement, the sufficiency of which is acknowledged and has beenreceived, the Parties further agree to the following:

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(A)      Tayloragrees that his separation from employment with PUC is effective March 31,2007, and is complete and permanent.  TheParties confirm their continuing obligations and rights under Paragraphs 7, 8, 10,and 12 of the Employment Agreement.

(B)        The Parties agree not to assist or encourage in any way or cooperatewith, any individual, group of individuals or entity in bringing or pursuing alawsuit, charge, complaint or grievance or making any other demands against theother Party.  Taylor shall fullycooperate with PUC in the future with respect to matters arising out of hisemployment with PUC.  The Parties agreethat in any and all future proceedings of whatever nature, they will testifytruthfully and will testify against the other Party only to the extentcompelled to do so by a lawful subpoena or other judicial or administrativeaction.  If a Party receives a subpoenaor other judicial or administrative action requesting his/its testimony in amatter involving the other Party, the subpoenaed Party shall immediatelycontact the other Party and cooperate with same.

(C)        The Parties represent that they have not filed any claims, actions or chargesarising out of or related to Taylor’s Employment Agreement with PUC and theconclusion of Taylor’s employment by PUC with any local, state or federal courtor agency against the other Party (including PUC’s divisions, operations,parents, subsidiaries, affiliates, predecessors, successors, insurers, andassigns, and past and present owners, directors, stockholders, officers,trustees, agents, employees and representatives) and agree not to do so in thefuture.

(D)       Taylor represents that he is responsible for all tax paymentsconcerning the payments to be made under Section 1 hereof (other than employer’spayroll taxes and amounts withheld from Taylor’s pay) and any penalties andinterest that may arise as a result of such payments.

3)              Nothing in this Payment Agreement is intendedto be, nor shall be construed as, an admission of any breach, violation orwrongdoing by either Party with respect to any contract or local, state orfederal ordinance, statute or common law.

4)              The Parties agree and understand that anyclaims or actions relating to this Payment Agreement shall be brought only inthe State of Minnesota.  The Partiesfurther agree that to the extent any state law shall apply to any disputearising out of this Payment Agreement, Minnesota law shall apply.

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5)              This Payment Agreement sets forth the entireagreement between the Parties concerning the subject matter herein and fullysupersedes any and all prior discussions, offers, negotiations,representations, letters, agreements or understandings between the Partiesconcerning the subject matter herein.

6)              If any provision of, or portion thereof, thisPayment Agreement is found to be unenforceable, illegal or void by a court oragency of competent jurisdiction, the other provisions, or the remainder of theunenforceable, illegal or void provision, of this Agreement, shall remain validand fully enforceable, and the court or agency shall interpret the remainingprovisions, or insert such other terms, to effectuate the Parties’ intent.

7)              The Incentive Stock Option amendment setforth in Paragraph 1(B) will be provided within 10 business days after the executionof this Payment Agreement by both parties.

 

**PROUROCARE MEDICAL INC.**

 
| By                  |  /s/ Richard  C. Carlson |   |
|---------------------|-------------------------------|--------|
|                | Richard C. Carlson            |   |
| Its:                | Chief Executive Officer       |   |
|                |
|                |
| Dated: May 11, 2007 |                          |   |
|                     |                               |        |  |

 

** **

**I HAVE READ AND UNDERSTANDTHE ABOVE AND VOLUNTARILY ENTER INTO THIS PAYMENT AGREEMENT.**

 
| Dated: May 11, 2007 |   | By:    | /s/ Maurice R. Taylor |
|---------------------|--------|--------|-----------------------|
|                |   |   | Maurice R. Taylor II  |

 

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