**Exhibit10.2**

** **

**SECURITYAGREEMENT**

 

 
| **DATE:**    | April 3, 2008                                |                     |
|--------------|---------------------------------------------------|--------------------------|
|         |                                              |                     |
| **PARTIES:** | Profile L.L.C.                                    |                     |
|         | 6930 Cahaba Valley Road, Suite 200           |                     |
|         | Birmingham, AL 35242                              | (“Profile”)    |
|         |                                              |                     |
|         | ProUroCare Medical, Inc.                          |                     |
|         | 5500 Wayzata Boulevard #310                       |                     |
|         | Golden Valley, MN 55416                           | (“ProUroCare”) |
|         | Cleveland, OH 44122 (the “Corporation”) |

 

**AGREEMENTS:**

 

FOR GOOD AND VALUABLE CONSIDERATION, thereceipt and sufficiency of which are hereby acknowledged, Profile (the “SecuredParty”), and ProUroCare (the “Debtor”) agree as follows:

 

**1.****            ****Grant of Security Interestand Collateral****.**  In order to secure payment and performance ofthe debt, liability and obligation evidenced by the Promissory Note issued bythe Debtor to the Secured Party dated April 3, 2008 (the “Note”)which arises out of that certain Asset Purchase Agreement dated April 3,2008 (the “Purchase Agreement”) for patents/applications and know-how (the “Assets”)described on Exhibit A thereto. Debtor hereby grants to the Secured Party a security interest (the “SecurityInterest”) in the Assets.

 

**2.****            ****Representations, Warrantiesand Agreements****.**  Debtor represents, warrants and agrees to andwith each of the Secured Party that:

 

(a)           Debtor is duly incorporated, validly existing and in good standingunder the laws of the state of Nevada. This Security Agreement has been duly and validly authorized by allnecessary corporate action.  Debtor hasfull power and authority to execute this Agreement, to perform Debtor’sobligations hereunder and to subject the Collateral to the Security Interestgranted to the Secured Party.

 

(b)           Debtor has and will maintain absolute title to the Assets free andclear of all security interests, liens and encumbrances, and will defend theAssets against all claims or demands of all persons other than the SecuredParty.

 

**3.****            ****Events of Default****.**  Theoccurrence of any Event of Default, as defined in the Note, shall constitute anEvent of Default hereunder.

 

**4.****            ****Remedies Upon Event ofDefault****.**  If any Event of Default shall occur and becontinuing, then the Secured Party may exercise any one or more of thefollowing rights or remedies:  (i) exerciseand enforce any or all rights and remedies available to the Secured Party 

 

----

 

under the Promissory Note; and (ii) exercise or enforce any or allother rights or remedies available to the Secured Party by law or agreementagainst the Assets, against Debtor or against any other person or property.

 

**THE PARTIES** have executed this Security Agreement theday and year first above written.

*** ***

*** ***
| Secured Party: | ** ** | **PROFILE, L.L.C.**          |
|----------------|------------|------------------------------|
|           |       |                         |
|           |       |                         |
|           |       | By:                          | /s/ Stanley L. Graves |
|           |       | Name:                        | Stanley L. Graves |
|           |       | Title:                       | Manager |
|           |       |                         |
|           |       |                         |
| Debtor:        | ** ** | **PROUROCARE MEDICAL, INC.** |
|           | ** ** | ** **                   |
|           | ** ** | ** **                   |
|           |       | By:                          | /s/ Richard Carlson |
|           |       | Name:                        | Richard Carlson |
|           |       | Title:                       | CEO |
|                |            |                              |  |  |  |  |

 

----