**Exhibit10.7**

**MICHAELGROSSMAN FINAL SEPARATION AGREEMENT**

This Final Separation Agreement (“Agreement”)is entered into by and between Michael Grossman (“Grossman”), and ProUroCareMedical Inc. (“PUC”).

WHEREAS, Grossman was employed by PUC; 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 Grossman according to the terms of his March 4, 2005Employment Agreement with PUC (the “Contract”); and

WHEREAS, the Parties desire to amicablyterminate Grossman’s employment relationship with PUC; and,

WHEREAS, the Parties wish to enter into thisAgreement to fully and finally settle any differences between them that have ormay have arisen out of Grossman’s employment relationship with PUC and thetermination of that employment relationship, and to forever separate Grossman’srelationship with PUC.

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

1.                                       In consideration for the promises set forthin this Agreement, PUC will:

A.                                   Pay Grossman One Hundred Three Thousand NineHundred Ninety and 45/100 Dollars ($103,990.45) as back wages in eight (8)monthly payments and a final balloon payment, according to the followingschedule:
| Date                                                  | ** ** | **Amount** | ** ** |
|-------------------------------------------------------|------------|------------|------------|
| May 15, 2007                                          |       | $          | 4,000.00   |   |
| June 1, 2007                                          |       | $          | 6,000.00   |   |
| First of each  month, July 1 through December 1, 2007 |       | $          | 8,000.00   |   |
| Balloon payment, on or  before December 28, 2007      |       | $          | 45,990.45  |   |

 

PUCmay, in its discretion, pre-pay the foregoing amounts without penalty.  If PUC pays any current or former employeesaccrued, but unpaid, back wages, it shall pay Grossman on an equal basis basedupon the total amount due to each person, taking into account amounts paidpreviously under this Section 1.A. If PUC fails to make any payment on its duedate according to

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theschedule above, PUC shall pay a penalty of 10 percent of that payment.  In addition, PUC shall pay interest on anypast due payments outstanding at a rate of 10 percent per year (based on a 365day year and actual number of days outstanding). The provisions for penalty andinterest on past due payments provided herein are not intended to and do notwaive any of Grossman’s rights to declare the failure to make payments on theschedule provided in this Paragraph 1A on a timely basis or the failure of PUCto meet the provisions of 1B and 1C to be a breach of the Agreement. Grossmanshall provide PUC with written notice of such declaration of breach. Suchbreach may be cured by payment of the past due amount, with penalty andinterest as provided herein, within ten (10) business days of the date ofmailing of such notice or such additional time as the parties may agree. Forpurposes of this agreement, payments mailed to Grossman shall be consideredtimely paid if postmarked on or before the due date.  All of the forgoing payments will be less alltaxes and withholdings required by law. PUC will issue Grossman a W-2 form reflecting the foregoing payments.

B.                                     Grossman shall have the option to accept aspayment for any of the back wages, 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.  Grossman shall notify PUC of his election toaccept any payment due him in stock at least 10 days prior to the date suchpayment is due.  It is understood thatGrossman shall remit to PUC, and PUC shall be responsible for depositing withthe proper governmental authorities, any required federal and state withholdingtaxes related to the issuance of any such shares.

C.                                     PUC shall amend Grossman’s ProUroCare Inc.Incentive Stock Option Agreement dated February 1, 2004 to allow Grossman untilFebruary 1, 2012 to exercise his 450,000 vested options to purchase ProUroCareMedical Inc. common stock at $2.00 per share. In the event that PUC is eligible to register the shares to be issued pursuantto its 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.  If PUC fails to register the shares by March31, 2008 for any reason, PUC will register the shares as soon as it reasonablycan.  In that event, PUC will extend theperiod in which Grossman may exercise his options by the same amount of time asthe period from March 31, 2008 to the effective registration date, but in noevent beyond February 1, 2014.

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2.                                       In consideration for the payment and benefitsdescribed above and the remainder of the terms and conditions set forth in thisAgreement, the sufficiency of which is acknowledged and has been received, theParties further agree to the following:

A.                                   Grossmanagrees that his separation from employment with PUC is effective February 1, 2007,and is complete and permanent.  PUC mayuse this Agreement as an absolute contractual bar for rejecting any futureapplication for employment.  The Partiesconfirm their continuing obligations and rights under Paragraphs 8, 9, 11 and13 of the Contract. In addition, the Parties specifically agree,notwithstanding the language of Paragraph 4 below, that in the event of abreach by PUC of this Agreement and failure of PUC to cure such breach asprovided below, but only in the event of such a breach, Grossman reserves andexpressly does not waive any and all rights under the Contract, includingwithout limitation the right to pursue damages, actions, lawsuits or claimsunder the Contract. The release and waiver in Paragraph 4 hereof does not applyto the extent it purports to waive Grossman’s rights under or release PUC fromclaims pursuant to the Contract, in the event of a breach by PUC of thisAgreement.  Grossman shall provide PUCwith written notice of declaration of any breach under this agreement.  PUC will have ten (10) business days withinthe date of the mailing of such notice, or such additional time as the partiesmay agree, to cure the breach.

B.                                     The Parties agree not to assist or encouragein any way or cooperate with, any individual, group of individuals or entity inbringing or pursuing a lawsuit, charge, complaint or grievance or making anyother demands against the other Party. Grossman shall fully cooperate with PUC in the future with respect tomatters arising out of his employment with PUC. The Parties agree that in any and all future proceedings of whatevernature, they will testify truthfully and will testify against the other Partyonly to the extent compelled to do so by a lawful subpoena or other judicial oradministrative action.  If a Partyreceives a subpoena or other judicial or administrative action requestinghis/its testimony in a matter involving the other Party, the subpoenaed Partyshall immediately contact the other Party and cooperate with same.

C.                                     Grossman acknowledges and agrees that theamendment of Grossman’s Incentive Stock Option Agreement under Paragraph 1(C)of this Agreement is subject to offset, termination, cancellation or recoupmentin the event that Grossman timely rescinds or revokes his consent to thisAgreement or breaches this Agreement, including, but not limited to, Paragraphs2(A), 2(B), 2(D), 2(F), 2(G), or 2(H). In addition, if PUC breaches this Agreement or

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Grossman breaches Paragraphs 2(A), 2(B), 2(D), 2(F), 2(G), or 2(H), theprevailing Party shall be awarded its/his costs and attorneys’ fees incurred inproving said breach(es).

D.                                    The Parties agree that they will notdisparage or otherwise attempt to discredit the other Party with any media,anyone who is presently doing business with, employing or employed by, or withanyone that could reasonably be expected to do business with, employing or beemployed by, the other Party.

E.                                      Grossman represents that while he wasemployed by PUC, he did not suffer a work-related injury and that he is unawareof any facts or circumstances that would support a workers’ compensation claimby him against PUC.

F.                                      The Parties represent that they have notfiled any claims, actions or charges with any local, state or federal court oragency against the other Party and agree not to do so in the future.  However, this does not prevent Grossman fromfiling a charge with the EEOC or participating in an EEOC investigation orsubsequent proceeding, but Grossman waives his right to any personal monetaryrecovery in any such investigation or subsequent proceeding.

G.                                     Grossman agrees to immediately return all PUCproperty to its office, including, but not limited to, computer(s), creditcards, sales information, sales materials, client contact information and anyother information related to or regarding PUC.

H.                                    Grossman represents that he is responsiblefor all tax payments concerning the payments to be made under Sections 1(A),1(B) and 1(C) (other than employer’s payroll taxes and amounts withheld fromGrossman’s pay) and any penalties and interest that may arise as a result ofsuch payments.

3.                                       Grossman understands and agrees that he hastwenty-one (21) days from receipt of this Agreement during which Grossman candecide whether or not to enter into this Agreement.  During this 21-day period, Grossman mayconsult with an attorney regarding all aspects of this Agreement, and agrees tothe extent Grossman desires, Grossman will and/or has availed that right.  Should Grossman sign this Agreement beforethe end of this 21-day period, Grossman represents that he has done sovoluntarily and without influence by PUC. Grossman also understands that he has seven (7) days following thesigning of this Agreement to revoke Grossman’s agreement to waive any claims,and release PUC from any liability, under the Age Discrimination in EmploymentAct as described in paragraph 4 below. Grossman also

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understands that he has fifteen (15) calendar days following thesigning of this Agreement to rescind Grossman’s agreement to waive any claims,and release PUC from any liability, under the Minnesota Human Rights Act, Minn.Stat. § 363 as described in Paragraph 4 below.  Any such revocation or rescission must bemade by delivering a written notice of revocation to ProUroCare Medical Inc.,c/o Rick Carlson, 5500 Wayzata Blvd., Suite 310, Golden Valley, MN 55416.  For any revocation or rescission to beeffective, it must be received by PUC on or before the seventh (7th) orfifteenth (15th) calendar day after Grossman executes thisAgreement depending upon the type of rescission or revocation sought.  If sent by mail, the rescission or revocationmust be: (1) postmarked within the seven (7) or fifteen (15) day period; (2)properly addressed as set forth above; and (3) sent by certified mail, returnreceipt requested.  Absent any suchtimely revocation or rescission, the portions of paragraph 4 below in whichGrossman waives all claims, and releases PUC from any liability, under the AgeDiscrimination in Employment Act and the Minnesota Human Rights Act shall becomeeffective and enforceable.

4.                                       Except for a breach of this Agreement andexcept as provided in Paragraph 2A hereof relating to Grossman’s rights andPUCs’ obligations under the Contract in the event of a breach by PUC of thisAgreement, the Parties agree that by the signing of this Agreement, theyirrevocably waive, and unconditionally and forever release the other Party(including PUC’s divisions, operations, parents, subsidiaries, affiliates,predecessors, successors, insurers, and assigns, and past and present owners,directors, stockholders, officers, trustees, agents, employees andrepresentatives), with prejudice, from all damages, actions, lawsuits or claimsthe Parties may have, whether known or unknown, or asserted or unasserted,whether based on contract, tort, statute, ordinance or common law, arising outof or related to Grossman’s employment with PUC and the conclusion of thatemployment.  By way of illustration, butnot limitation, this includes a waiver and release of any rights or claims Grossmanmay have under, or for, the Age Discrimination in Employment Act of 1967, TitleVII of the Civil Rights Act of 1964, the Americans with Disabilities Act, theMinnesota Human Rights Act, the National Labor Relations Act, the MinnesotaParental Leave Act, Employee Retirement Income Security Act, the Fair LaborStandards Act, the Minnesota Business Corporation Act and any other statecounterpart, all as amended; whistleblower claims, breach of fiduciary duty,libel, slander, intentional or negligent infliction of emotional distress,defamation, breach of contract, promissory estoppel, negligent hiring,retention, supervision and termination, wages, conciliation or small claimscourt claims, and wrongful discharge, or any other charges, complaints, claims,

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liabilities, obligations, promises, agreements, controversies, damages,actions, suits, rights, demands, losses, debts and/or expenses (includingattorneys’ fees and costs actually incurred) of any nature.  **Except as provided inParagraph 2A hereof, the Parties understand that they are releasing any and allrights they may have to sue each other related to, in any way, Grossman’semployment with PUC and/or the conclusion of that employment.**  This waiver by Grossman does not apply toclaims or rights under the Age Discrimination in Employment Act of 1967 thatmay arise after this Agreement is executed and any other right not subject towaiver by a private agreement.

5.                                       Nothing in this Agreement is intended to be,nor shall be construed as, an admission of any breach, violation or wrongdoingby either Party with respect to any contract or local, state or federalordinance, statute or common law.

6.                                       The Parties agree and understand that anyclaims or actions relating to this Agreement shall be brought only in the Stateof Minnesota.  The Parties further agreethat to the extent any state law shall apply to any dispute arising out of thisAgreement, Minnesota law shall apply.

7.                                       Except for the Contract, this Agreement setsforth the entire agreement between the Parties concerning the subject matterherein and fully supersedes any and all prior discussions, offers,negotiations, representations, letters, agreements or understandings betweenthe Parties concerning the subject matter herein.

8.                                       If any provision of, or portion thereof, thisAgreement is found to be unenforceable, illegal or void by a court or agency ofcompetent 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.

9.                                       The Incentive Stock Option amendment setforth in Paragraph 1(C) will be provided within 10 business days after thelatest rescission or revocation period described in this Agreement expires andprovided Grossman has not timely rescinded or revoked his consent to any aspectof this Agreement.

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|                     | **  PROUROCARE  MEDICAL INC.** |   |
|---------------------|------------------------------------------|--------|
|                | ** **                               |   |
|                |                                     |   |
| By:                 |   /s/ Richard C. Carlson       |   |
|                |                                     |   |
|                |                                     |   |
| Its:                |   CEO                          |   |
|                |
| Dated: May 11, 2007 |
|                     |                                          |        |  |

 

** **

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

 
| Dated:    5/11/07 |   | By:    | /s/ Michael Grossman |
|---------------------------------------|--------|--------|----------------------|
|                                  |   |   | Michael Grossman     |

 

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