**Exhibit 10.1**

 

**AGREEMENT TO ASSIGN ALL SECURITYINTERESTS, ASSETSAND LICENSES TO GUARANTORS UPON DEFAULT ANDSATISFACTION OF COMPANY SENIOR DEBT FINANCING**

**THIS AGREEMENT TO ASSIGN ASSETSAND LICENSES** (“Agreement”)is made and entered into effective the 11th day of January 2006 by and between ProUroCare Inc., a Nevadacorporation (“the Company”) and (Crown Bank, a Minnesota corporation) (the “Bank”),in consideration of, and for the sole benefit of the individual respectiveguarantors (“Guarantors”) participating in the Company’s pending $6.0 millionsenior credit facility financing amongthe Company, the Bank and Guarantors, and pursuant to and in accordance withthe terms of conditions of such financing and the debentures, guaranties,subscription documents and all Bank closing documents executed among theparties effective the date set forth above.

**RECITALS:**

1.             Pursuant to an initial and first closing held this dateon a $1,200,000 credit facility executed and delivered to the Company from theBank, and to an additional $4,800,000 facility or facilities the Companyintends to establish with Bank (the “Facilities”), the Company has entered intowith the Bank, among other instruments, Commercial Security Agreements (“SecurityAgreements”) whereby the Company has granted and pledged to the Bank a securityinterest in all of its assets to secure the credit facility; and

2.             Certain individuals have provided credit enhancement tothe Bank and guaranteed the borrowing obligations of the Company to Bank(previously defined as “Guarantors”), and others will do so under the sameterms and conditions until the senior debt financing is closed; and

3.             The Company has further executed this date Assignment ofLicense Agreements (“Assignments”) concerning its rights under LicenseAgreements with CS Medical Technologies, LLC and Profile, LLC (together, “Licenses”).In these Assignments, and the Security Agreements, the Company has agreed thatupon an event of default not remedied under the Facilities or the SecurityAgreement, the Licenses, together with all obligations, rights and remediescontained therein, and all assets under the Security Agreements, shall beassigned to Bank; and

4.             As a condition of the Bank providing the credit facilityto the Company, and the Guarantors guarantying such Company loans from the Bankas a credit enhancement, the Guarantors have required, and the Company and theBank had agreed, that in the event of any default, or event of default asdefined under the Facilities or the Security Agreements, and upon thesubsequent full satisfaction of such default or event of default by theGuarantors, that the Bank, and/or its successors and lawful assigns, shallimmediately assign all of their right, title and interests in the Company’sassets, technologies and rights under the Security Agreements, Assignments andLicenses to the Guarantors, Guarantors’ agents, if any, and/or to anysuccessor, assignee, purchaser or transferee designated by Bank and a majorityin interest of Guarantors (based upon amount of loan guaranteed and pro-ratabasis), or as otherwise directed by the Guarantors or their representatives.

----

 

**NOW, THEREFORE**, in consideration of the foregoing and othergood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the Company agrees as follows:

1.              Unless and until there shall have occurredand be continuing a default or event of default not remedied under theFacilities or Security Agreements, the Company retains (and Bank and Guarantorsare deemed to have granted to the Company) an exclusive, non-transferablesublicense under the Licenses to exercise the Company’s rights under theLicense for the Company’s own benefit and account and for none other and anexclusive interest in all the Company’s assets and collateral under theSecurity Agreements. The Company assumes all obligations under the License andagrees not to sell or assign its interest in, or grant any sublicense underthis sublicense granted to the Company in this paragraph or amend the License,without the prior written consent of Bank and a majority in interest ofGuarantors or any agent of Guarantors.

2.             Bank hereby unconditionally agrees, upon an a default orevent of default not remedied under the Facilities or Security Agreements, anda subsequent full satisfaction of such Company default with the Bank by theGuarantors, to immediately transfer and assign all of the Company’s assets andinterests under its Security Agreements and Licenses, and assign the Licenses,together with all obligations, rights and remedies contained therein, to theGuarantors, jointly and severally, and any agent of Guarantors, and to anysuccessor, assignee, purchaser or transferee designated by Bank and a majorityin interest of Guarantors (based upon amount of loan guaranteed and pro-ratabasis).

3.              The Company represents and warrants that it hasauthority to execute the Assignments and that the Assignments have beenconsented to by at least the majority of the members of the Company’s Board ofDirectors pursuant to Section 12.5 of the Licenses. Said consent shall apply tothe Bank, Guarantors, any agent of Guarantors or any assignee or transferee ofthe foregoing parties.

4.             This Agreement shall inure to the benefit and be bindingupon the successors and assigns of the parties hereto.

5.             This Agreement constitutes the full and entireunderstanding and agreement between the parties with regard to the subjectmatter hereof and may be amended only by a writing signed by the Company, Bankand all of the Guarantors.

6.             This Agreement may be executed in any number ofcounterparts, each of which shall be an original, but all of which togethershall be deemed to constitute one instrument.

----

 

**IN WITNESS WHEREOF,** the parties have caused this Agreement to beduly executed and delivered as of the date and year first written above.
| **CROWN BANK** | **PROUROCARE INC.** |
|----------------|---------------------|
| ** **     | ** **          |
| ** **     | ** **          |
| By:            | /s/Kevin Howk       |   | By: | /s/ Maurice Taylor |   |
|           | Kevin Howk          |   | Maurice Taylor |
|           | Its:                | President |   |   | Its: | CEO |   |
|                |                     |  |  |  |  |  |  |  |  |

 

----