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                                                                    EXHIBIT 10.7


August 14, 2000


Holly A. H. Williams
3250 Crestwood Drive
Laguna Beach, CA 92651

Dear Holly:

It is a pleasure to extend to you an offer of employment to join Endocare, Inc.
as Director of Human Resources and General Counsel, reporting to Bill Hughes,
CFO and Sr. Vice President, effective August 14, 2000.

The primary duties and areas of responsibility with which you will become
involved have been discussed during the interview process. Your semi-monthly
salary will be $4,166.67 gross earnings, with pay periods on the 15th and the
end of each month. This equates to an annual salary of $100,000.00 per year. In
addition, you will be eligible to participate in Endocare's 2000 Bonus Plan and
earn up to 25% of your base salary. This bonus will be prorated for the year
2000 and the details are outlined in the 2000 Bonus Plan document. You will also
be granted 20,000 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. Your performance will be
reviewed upon your six-month anniversary with the Company and if your
performance meets or exceeds expectations, you will be eligible for an
additional grant of 20,000 Endocare Incentive Stock Options at an option price
equal to the fair market value on the date of grant, the terms of which are
outlined in the Stock Option Agreement. Upon your one-year anniversary, your
performance will be reviewed for the possibility of a promotion.

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 at no cost to
you. 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.

Prior to beginning employment, we require that you enter into agreements
regarding Endocare's proprietary information, and while we hope our relationship
will be long and mutually beneficial, it should be recognized that neither you,
nor we, have entered into any contract of employment, expressed or implied. Our
relationship is and will always be one of voluntary employment 'at will.' You
will also be required to provide proof of your eligibility to work in the United
States on your first day of employment.

We hope that you will consider our offer favorable and 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:


/s/ CHRISTINE CONCEPCION                /s/ HOLLY A. H. WILLIAMS
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                                        Holly A. H. Williams
Christine Concepcion
Human Resources Manager                    8-14-00
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                                        Start Date