EXHIBIT 10.1
                                                                    ------------


                       RESEARCH AND DEVELOPMENT AGREEMENT
                                     BETWEEN
             ARTANN LABORATORIES INC, ARMEN SARVAZYAN AND PROUROCARE
                                  MEDICAL INC.


Upon the effective date of this agreement:

1.   Armen Sarvazyan shall be named Chief Scientific  Officer(a consultant - non
     employee) of ProUroCare  Medical Inc. Armen Sarvazyan will be provided with
     the information  and access to the research and  development  process and a
     decision making council, sufficient to be effective in his role.

2.   The Intellectual  Property and know-how  resulting from any new advancement
     of the SGDRE  developed,  for example  the  (position  technology)  will be
     assigned to ProUroCare. ProUroCare must ensure that technology transfer and
     participation  of Artann and Armen  Sarvazyan in continuous  development of
     the SGDRE is covered by the current  agreement  and  understanding  between
     ProUroCare  and  Profile,  and in any way will not present a breach of past
     obligations  of Artann and Armen  Sarvazyan to Profile LLC (formerly  Armed
     LLC).

3.   Artann  Laboratories  shall  be  a  research  and  development  partner  to
     ProUroCare  Medical  Inc. In this  relationship  Artann  shall  support and
     further the development of the Sensor Guided DRE product. Specific material
     engagements will be subject to the separate development  agreements between
     Artann and ProUroCare.

4.   In addition,  Artann shall work on other mutually agreed upon  technologies
     and  products in the field of Urology.  The specific  material  engagements
     will be subject  to  separate  development  agreements  between  Artann and
     ProUroCare.  ProUroCare  shall be assigned  the rights to all  intellectual
     properties  resulting from this work in the area related to the SGDRE.  New
     technology  not related to the SGDRE will be addressed by separate  license
     and royalty agreements.

5.   This  Agreement  shall have an initial  term of 3 years and can be extended
     for a similar term upon mutual consent of all parties to this agreement.

CASH COMPENSATION

An  amount  of  $250,000  shall be paid to  Artann  for the  engagement  in this
research and  development  agreement  and the  assignment  to  ProUroCare of all
patents that  encompasses  new IP developed with respect to the SGDRE.  Payments
shall be made in accordance  with the following  schedule of  performance  based
events:

     o    Effective date (signing) of this agreement                    $ 50,000

     o    Shipment of the SGDRE  Systems in accordance
          with the  Development  Agreement  signed  by
          both   parties.   A  bonus  of  10%  of  the
          milestone  payment  per month  for  delivery
          ahead of  schedule  will be added.  A 10% of
          the  milestone  payment  per month  late fee
          shall be deducted.  The milestone payment is
          due in full if the Development  Agreement is
          terminated by ProUroCare.                                    $ 100,000


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     o    Filing of the patent                                          $ 50,000

     o    Issuance  of  the  patent  (patent  will  be
          assigned to ProUroCare)                                       $ 50,000

WARRANTS

500,000  (five year term)  warrants  shall be issued at the market  price at the
time of issue or $2.00, whichever is lower. The warrants will be vested over the
period of three years according to the following schedule:

     o    100,000 upon execution of this agreement;

     o    200,000 upon  shipment of SGDRE Systems  according to the  Development
          Agreement.  The  200,000  warrant  payment  is  due  in  full  if  the
          Development Agreement is terminated by ProUroCare;

     o    100,000 one year anniversary of the execution date of this agreement.

     o    100,000 two year anniversary of the execution date of this agreement.

The issuance of the last two hundred  warrants is  contingent on the delivery of
clinical units by Minnetronix per the development agreement with ProUroCare.

Note
Warrants will be issued in two names:
90 % in name of Artann Laboratories
10% in name of Vlada International



ARTANN LABORATORIES, INC.               ARMEN SARVAZYAN

By:  /s/Armen Sarvazyan                 By: /s/ Armen Sarvazyan
  ------------------------                -------------------------

Its: Chief Scientist
   -----------------------

PROUROCARE MEDICAL INC.

By: /s/Michael P. Grossman
  ------------------------

Its: President & CEO
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