June  11,  2001

John  Cracchiolo
215  Madrone  Ave
Larkspur,  CA  94939

Dear  John:

It  is a pleasure to extend you an offer of employment to join Endocare, Inc. as
Chief  Operating  Officer  and Chief Financial Officer, reporting to Paul Mikus,
Chief  Executive Officer.  Your employment with Endocare is expected to commence
on  June  25,  2001.

The  primary  duties  you will perform as COO and CFO have been discussed during
the  interview process.  Prior to beginning employment, we will require that you
enter  into  certain agreements regarding Endocare's proprietary information and
arbitration  policies.  Additionally, while we hope your employment relationship
with Endocare will be long and mutually beneficial, it should be recognized that
neither  you,  nor  we, have entered into any contract of employment, express or
implied.  Your  employment  relationship  with  Endocare  will  be "at-will" and
therefore  terminable  by  Endocare without cause.  You will also be required to
provide proof of your eligibility to work in the United States on your first day
of  employment.

Your  compensation  plan  with  Endocare  will  be  as  follows:

-     Your  semi-monthly  salary  will  be  $7,916.67  gross  earnings, with pay
periods on the 15th and the end of each month.  This equates to an annual salary
of  $190,000.00  per  year.

-     In  addition,  you  will  be  eligible  to  participate  in  Endocare's
Discretionary Bonus Plan and earn up to 40% of your base salary.  The details of
the  bonus  plan are outlined in the 2001 Bonus Plan document, which is included
herewith.

-     You  will  also  be granted 300,000 Endocare Incentive Stock Options, upon
approval  of the Stock Option Committee of the Board of Directors, in accordance
with the 1995 Stock Plan.  The option price will be the fair market value on the
date  of  grant  and  the  terms are outlined in the Stock Option Agreement.  An
additional  50,000 options will be granted at the fair market value on your hire
date  and  will  be fully vested incrementally upon your achievement of mutually
agreed  upon  performance  objectives.  You  and Endocare agree that the type of
options  and/or structure of this equity interest may be redefined; however, the
total  value  will  be  equivalent  to the value of the options referenced above
(i.e.  350,000  Incentive  Stock  Options).

You  will  also  be entitled to three (3) weeks of vacation per year, as well as
sick  and  Paid  Time  Off  ("PTO")  time  consistent  with Endocare's policies.

In  addition,  during  the first two years of your employment with Endocare, the
company  will  cover the following costs associated with your commuting from San
Francisco  to  Irvine.  Those  costs  will  be:  (i)  air travel at an amount of
approximately $10,000 per year, and (ii) rent for housing in Orange County at an
amount  of  approximately $18,000 per year.  If during this two-year period, you
relocate  to  Southern California, Endocare will no longer cover these commuting
expenses.

You  and  your  eligible  dependents,  if  applicable,  will  be  covered  under
Endocare's  current  group  health  and dental insurance plan as provided by The
Principal Mutual Insurance Company.  Coverage will be effective the first of the
month  following  30  days of continuous employment and is provided to you at no
cost.  Dependent  coverage  is  charged  at  $30.00  per  month  per  dependent.
Endocare  offers  a  Premium  Only  Plan  that  allows you to pay your dependent
premiums  through  a  tax-free  payroll  deduction.
Additionally,  you  will be covered under Endocare's Life and Accidental Death &
Dismembership  Plan,  and  its  Long Term Disability Plan.  Finally, you will be
eligible  to  participate  in  Endocare's  401(k)  Plan.


On  behalf of Endocare, I'd like to welcome you to the Company.  You will notice
that  there  are two copies of this letter.  To indicate your acceptance, please
sign  and  return  one  of  the  copies to me.  Should you have any questions or
concerns  regarding  the  offer,  please  feel  free  to  contact  me.

Sincerely,                                   Accepted  by:

Holly  H.  Williams                         /s/  John  V.  Cracchiolo
VP,  Human  Resources  &                         John  V.  Cracchiolo
General  Counsel