**Exhibit 10.6****AMENDED AND RESTATED ENDOCARE SERVICE AGREEMENT**     This **AMENDED AND RESTATED ENDOCARE SERVICE AGREEMENT**(“**Agreement**”) is made and entered intoJanuary 9th, 2006, to be effective February 1, 2006, by and between **ENDOCARE, INC.**, a Delawarecorporation (“**Endocare**”), and Advanced Medical Partners, Inc. dba CryoSyndicators a Delawarecorporation (“**Company**”) (each a “**Party**” and together, the “**Parties**”).**RECITALS**          **A.**Endocare has developed CryocareTM Surgical Systems (including the CRYO-20 and CRYO-CSSystems), which are used in connection with cryotherapy.          **B.**Endocare has entered into and intends to enter into contracts or other arrangements withvarious hospitals (“**Hospital Arrangements**”), pursuant to which Endocare agrees to make theCryocareTM Surgical System and related supplies and services available to such hospitals on anas-needed basis, either directly or through subcontracts with qualified entities. **          **C.**Company has purchased or leased one or more CryocareTM Surgical Systems, ultrasoundequipment and other equipment used in conjunction with cryosurgical procedures (collectively, the“**Equipment**”) and has employed or contracted with the necessary technical staff in order to be ableto deliver and operate the CryocareTM Surgical Systems in connection with the Hospital Arrangements.          **D.**Company also has entered into subcontracts with other organizations (“**Business Entities**”)to provide the Equipment and related services to Company.          **E**. The Parties entered into an “Endocare Service Agreement” effective February 1, 2004, asamended by the “Amendment to Endocare Service Agreement” executed December 30, 2004 to be effectiveOctober 1, 2004 (collectively, the “**Original Agreement**”), pursuant to which Endocare subcontractedwith Company to provide, either directly or through subcontracts with the Business Entities,certain items and services required to be provided or arranged for by Endocare under the HospitalArrangements          **F.**The Parties now desire to further amend and restate the Original Agreement, to reflectadditional terms agreed by the Parties, including certain price terms to be effective as ofFebruary 1, 2006.          **NOW, THEREFORE**, for and in consideration of the foregoing Recitals, which form a part of thisAgreement, the mutual terms, conditions and covenants contained herein, and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Parties herebyagree as follows:** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 

 
**SECTION 1****TERMS OF ENGAGEMENT**          **1.1****Hospitals Subject to the Agreement**. Company agrees to provide or arrange for theservices described in Section 2 (collectively, the “**Services**”), in accordance with theterms and conditions of this Agreement, to hospitals that have entered into Hospital Arrangementswith Endocare (the “**Hospitals**”). Company acknowledges that this Agreement is not an exclusivecontract, and that Endocare retains the right to engage or permit others to provide one or more ofthe Services. **          **1.2****Status of the Parties**. Company is an independent contractor of Endocare. Nothingin this Agreement creates, or shall be construed as creating, an employment relationship betweenCompany or any of Company’s owners, employees or agents, and Endocare.          **1.3****No Requirement of Referrals by Company Owners**. Company shall not conditioneligibility for acquisition or maintenance of an ownership interest in Company, or distributions orpayments from Company, on any consideration of the case volumes or referral patterns of potentialor actual Company owners, including but not limited to performance of cryosurgery at the Hospitalsor usage by any Company owner of Company’s equipment and services. Company also shall notcondition eligibility for or maintenance of a subcontract with any Business Entity, ordistributions or payments from Company to any Business Entity, on any consideration of the casevolumes or referral patterns of Business Entity owners, including but not limited to performance ofcryosurgery at the Hospitals or usage by any Business Entity owner of Company’s or the BusinessEntity’s equipment and services.          **1.4****Compliance with Legal Requirements**. In connection with this Agreement, each ofthe Parties shall comply with, and abide by, and shall cause and require each of its employees andagents to comply with, and abide by, all federal, state and local laws, rules and regulations nowin force, or which may hereafter be in force, which are applicable to either or both of them or tothe Hospitals. Company represents to Endocare that (1) Company is not excluded from any federalhealth care program, as defined under 42 U.S.C. Section 1320a-7b(f), for the provision of items orservices for which payment may be made under a federal health care program; (b) no basis exists forexcluding Company from any health care program; (c) Company has not arranged or contracted (byemployment or otherwise) with any employee, contractor or agent that Company knows or should knowis excluded from participation in any federal health care program; and (d) no final adverse action,as such term is defined under 42 U.S.C. Section 1320a-7e(g), has occurred or is pending orthreatened against Company, or to its knowledge against any employee, contractor, or agent engagedby Company to provide items or services under this Agreement (collectively **“Exclusions/AdverseActions”).**Company, during the term of the Agreement, shall notify Endocare of anyExclusions/Adverse Actions or any basis therefor within fifteen (15) days of its learning of anysuch Exclusions/Adverse Actions or any basis therefor.** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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          **1.5****Subcontracts with Business Entities****.**Company agrees that each Business Entitywith which Company has or will subcontract for the provision of any of Company’s duties andresponsibilities pursuant to this Agreement has agreed or will agree to comply with all obligationsof Company pursuant to this Agreement, including but not limited to the obligations of Sections1.3 and 1.4, and any specific Hospital requirements (such as agreement to comply withany business associate agreement executed by Endocare), before performing any services pursuant tosuch subcontract. Endocare’s agreement to permit Company to subcontract for certain services doesnot relieve Company of responsibility for the performance of Company’s obligations pursuant to thisAgreement. Company shall provide to Endocare a list of all current Business Entities and anychanges thereto.          **1.6****Compliance Program****.**Company acknowledges that Company has reviewed Endocare’sCorporate Compliance Program, as displayed on the following website:http://www.endocare.com/onendocare/Corp_Compliance_Plan.pdf, which includes Endocare’s Code ofConduct and Financial Code of Ethics (collectively, the “**Program**”). Company agrees to comply withthe Program, and to require all Business Entities and Company employees to comply with the Programin connection with all Company and Business Entity activities relating directly or indirectly toCompany’s obligations under the Agreement. Company acknowledges that the Program includes, amongother requirements, prohibitions on providing or accepting gifts, meals, entertainment or any otherremuneration in return for or to induce the referral, purchasing, prescribing or ordering of anyservices that are covered by a federal health care program. Alternatively, Company may establishto the satisfaction of Endocare that Company and each Business Entity has a suitable fraud andabuse compliance plan that is substantially equivalent to the Program. If Endocare becomes awarethat Company or any Business Entity is in violation of the Program, the violation will beconsidered a material breach of the Agreement and Endocare may terminate the Agreement for causeunder the terms described in Section 5.3.**SECTION 2****DUTIES AND RESPONSIBILITIES OF COMPANY**          **2.1****Delivery of Equipment and Supplies; Maintenance and Repairs**.          **(a)**Company will provide the Equipment to each Hospital during all Scheduled Procedures (asdefined in Section 2.3).          **(b)**Company, at its expense, will be responsible for the timely transportation and delivery ofthe Equipment to and from each Hospital, and for ensuring that the Equipment is installed and inworking order immediately prior to and during the Scheduled Procedures. Company will store theequipment, off of the Hospital’s premises, when required to do so by Hospital.          **(c)**Company, at its expense, shall keep the Equipment in good repair, condition and workingorder, and shall furnish any and all parts, mechanisms and devices required to keep the Equipmentin good mechanical and working order, insofar as the repair,** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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parts, mechanisms and devices are not covered under a “warranty”, “service contract” or“maintenance agreement” during the term of the Agreement. Endocare agrees to respond in timelymaner (within 48 hours) and make any necessary repairs or provide “back-up” equipment if Company’sequipment is not in good repair, condition and working order          **(d)**At Company’s expense, Company will make any alterations, additions, improvements ormodifications to the Equipment as required by law or in order to maintain the Equipment in goodworking order, insofar as these alterations, additions, improvements or modifications are notcovered under a “warranty”, “service contract” or “maintenance agreement.” Any necessary softwareupgrades will be completed by Endocare at Endocare’s sole expense.          **(e)**Upon request, Company shall arrange for the storage and delivery of Disposables (asdefined in Section 3.3).          **2.2****Technician and Technical Support Services**. If requested by Endocare, Companyshall provide a technician, who shall be a Company employee or independent contractor, on-site atthe Hospital during all Scheduled Procedures, to provide the services listed in Exhibit B. Alltechnicians provided by Company shall be trained and certified to maintain and operate theEquipment pursuant to standards promulgated by Endocare, and shall at all times perform his/herservices in accordance with such standards and any other standards of practice applicable tohis/her services. Company shall ensure that each technician complies with all Hospital policiesand procedures while at the Hospital and meets all Hospital requirements relating to the servicesto be rendered.          **2.3****Scheduling**. Endocare shall notify, or shall cause the appropriate health careproviders to notify, Company of any request for Company’s Services at a Hospital. Company shallcoordinate with Endocare, the Hospital and the treating physician regarding scheduling theprovision of Company’s Services at the applicable Hospital. Company shall use its best efforts toschedule such Services at times reasonably acceptable to each Hospital, after taking into accountother requests for Services, and travel and set up time. For purposes of this Agreement, anyscheduling request agreed to by Company shall be a “**Scheduled Procedure.**” Company shall promptlynotify Endocare of any Scheduled Procedure so that Endocare shall have as much time as possible tosatisfy its obligations under Article 3 below.**SECTION 3****DUTIES AND RESPONSIBILITIES OF ENDOCARE**          **3.1****Hospital Arrangements**. Endocare will be responsible for entering into HospitalArrangements and collecting amounts due from Hospitals          **3.2****Compensation**. Endocare shall compensate Company for the Services rendered byCompany in accordance with and subject to the terms and conditions of Section 4.** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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          **3.3****Probes and Disposables**. Endocare shall, at its own cost and expense, provide toCompany or directly to the Hospital all disposable supplies, including CRYOprobesTM, necessary foreach cryoablation procedure (the “**Disposables**”) at each Hospital for each Scheduled Procedure.Endocare shall charge the Hospitals fair market value for such Disposables. In cases where Company(through its technician) will deliver the Disposables, Endocare shall supply Company with an amountof Disposables necessary to satisfy the projected needs for Scheduled Procedures, and Company shallstore and deliver such Disposables as part of its Services. Company shall execute any agreementsreasonably requested by Endocare to in order to document Endocare’s ownership of the Disposables.**SECTION 4****COMPENSATION**          **4.1****Compensation**.          **(a)**Effective February 1, 2006, Endocare will pay Company a Fee (the “**Procedure Fee**”) of **per Scheduled Procedure performed (when Company furnishes both the equipment and the technician) ata Hospital. If Company provides the Equipment, but does not furnish the technician for a ScheduledProcedure performed at a Hospital, Endocare will pay Company a Procedure Fee of ** per ScheduleProcedure performed.          **(b)**Notwithstanding the provisions of Sections 4.1(a) above, effective February 1,2006, if a Scheduled Procedure is performed through Company’s subcontract with any of the BusinessEntities listed below (the “** **Entities**”), regardless of the Hospital location, the Procedure Feewill be ** per Scheduled Procedure performed when Company furnishes both the equipment and thetechnician. If Company provides the Equipment, but does not furnish the technician for a ScheduledProcedure performed through one of the Med Tech Entities, Endocare will pay Company a Procedure Feeof ** per Schedule Procedure performed. The ** Entities are: **          **(c)****          **(d)**The Parties agree that, upon mutual agreement of the Parties, Company may be requested toprovide only certain of the Services in connection with a cryoablation procedure. In such cases,Endocare’s compensation to Company will be as follows, effective February 1, 2006:**          **(e)**Upon written approval of both parties, Endocare may amend the Procedure Fees on at leastthirty (30) days prior written notice to Company, based on revised compensation under the HospitalArrangement(s) and/or to maintain consistency with fair market value.** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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          **(f)**The Parties agree that it is their intent and understanding that the compensation to bepaid by Endocare to Company hereunder shall be consistent with the fair market value for theservices provided; **.          **(g)**Both Parties expressly acknowledge that the services to be performed under this Agreementand the compensation to be paid to Company are not intended, directly or indirectly, to compensateCompany, Company’s owners, any Business Entity or any Business Entity’s owners for referring anypatient to a Hospital or for recommending a Hospital’s or Endocare’s products or services. NoCompany or Business Entity owner shall be required to refer any patients to, or order or arrangefor the ordering of any goods, items or services from Hospital or Endocare.          **4.2****Payment Terms**.          **(a)**Company will submit invoices to Endocare for all Scheduled Procedures performed.Invoices shall be submitted one (1) time per month. The invoice shall include, for each ScheduledProcedure: type of case, Hospital, physician and date of service. Company also agrees to submitcopies of encounter forms on a daily basis to Endocare. Company agrees that for all cases known toCompany, encounter forms will be submitted by the last business day of the month by 5:00 p.m.Pacific Time.          **(b)**Endocare will pay Company the Procedure Fee by the ** day following the submission ofinvoices inclusive of the information stipulated in Section 4.2(a).****SECTION 5****TERM AND TERMINATION**          **5.1****Term**. The initial term of the Original Agreement shall be extended for one year,through January 31, 2007; thereafter, this Agreement shall be automatically renewed for successiveone (1) year terms, unless terminated earlier as provided in this Section 5.2.          **5.2****Elective Termination**. After February 1, 2007, either Party may at any timeterminate this Agreement upon giving the other Party ninety (90) days’ prior written notice.          **5.3****Termination for Cause**. Either Party (“**terminating party**”) shall have the right,in its sole discretion, to immediately terminate this Agreement by written notice to the otherParty (“**non-terminating party**”), upon the occurrence of any of the following events:          **(a)**The non-terminating party fails to keep, observe or perform any material term or provisionof this Agreement, and such failure is not cured to the reasonable satisfaction of the terminatingparty within thirty (30) days after written notice thereof is given by the terminating party to thenon-terminating party setting forth the basis of the purported failure;** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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          **(b)**The non-terminating party ceases doing business as a going concern, is insolvent, makes ageneral assignment for the benefit of creditors, admits in writing its inability to pay its debtsas they become due, files a voluntary petition in bankruptcy or for reorganization or any similarrelief under any bankruptcy, insolvency or similar law, has filed against it an involuntarypetition in bankruptcy under any bankruptcy, insolvency or similar law which is not dismissed,vacated or stayed within sixty (60) days from the date of filing thereof, or has appointed by acourt for it or for any of its property a receiver who is not dismissed within sixty (60) daysafter the date of his appointment.          **5.4****Change of Law**. If there is a future change in applicable law, including theinterpretation thereof by a court or executive agency, that renders this Agreement or any provisionthereof unlawful or unenforceable, the Parties agree immediately to initiate good faithnegotiations to amend this Agreement to bring it into compliance with applicable law and topreserve the essential purposes of this Agreement. If either party, acting in good faith,determines that the Parties will be unable to mutually agree upon and make amendments oralterations to this Agreement to meet the requirements in question, or alternatively, either partydetermines in good faith that amendments or alterations to meet the requirements are not feasible,then such party may terminate the Agreement on ten (10) days prior written notice to the otherparty.**SECTION 6****CONFIDENTIAL INFORMATION**          **6.1****Confidential Information**. The existing Confidentiality and Non-DisclosureAgreements signed by the parties on November 14, 2005, is attached as Exhibit A.**SECTION 7****INDEMNIFICATION**          **7.1****Indemnification of Endocare**. Company shall indemnify and hold Endocare, itsdirectors, officers, employees, agents, representatives, successors and permitted assigns harmlessfrom and against (i) any damage or deficiency resulting from any misrepresentation, breach ofwarranty or non-fulfillment of any agreement on the part of Company under this Agreement, or fromany misrepresentation or omission from any certificate or other instrument furnished or to befurnished to Endocare in accordance with the provisions of this Agreement; (ii) any negligent orwillful act or omission by Company, or the employees, directors, officers, independent contractors,or agents of Company; (iii) any liabilities of or claims against Company or Company’s owners, ofany nature whether accrued, absolute, contingent or otherwise arising out of services performed byCompany hereunder; and (iv) all actions, suits, proceedings, demands, assessments, judgment, costsand expenses, including reasonable attorney’s fees and expenses, incident to any of the foregoing.          **7.2****Indemnification of Company**. Endocare shall indemnify and hold Company, itsdirectors, officers, employees, agents, representatives, successors and permitted** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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assigns harmless from and against (i) any damage or deficiency resulting from anymisrepresentation, breach of warranty or non-fulfillment of any agreement on the part of Endocareunder this Agreement, or from any misrepresentation or omission from any certificate or otherinstrument furnished or to be furnished to Company in accordance with the provisions of thisAgreement; (ii) any negligent or willful act or omission by Endocare or its employees, directors,officers, independent contractors or agents; (iii) any liabilities of or claims against Endocare,of any nature whether accrued, absolute, contingent or otherwise arising out of services performedby Endocare hereunder; and (iv) all actions, suits, proceedings, demands, assessments, judgment,costs and expenses; including reasonable attorney’s fees and expenses, incident to any of theforegoing.          **7.3****Survival**. The terms and conditions of this Section 7 shall survive theexpiration or earlier termination of this Agreement.**SECTION 8****GENERAL PROVISIONS**          **8.1****Assignment**. Neither Party may assign its rights or delegate its duties under thisAgreement without the prior written consent of the other Party; provided, however, that Company maydelegate certain duties to a Business Entity pursuant to Section 1.5.          **8.2****Entire Agreement; Amendment**. This Agreement contains the entire agreement of theParties with respect to its subject matter and supersedes all previous and contemporaneousagreements and understandings, inducements or conditions, expressed or implied, oral or written,between the Parties with respect to the subject matter hereof, and no waiver, modification orchange of any of its provisions shall be valid unless in writing and signed by the Party againstwhich such claimed waiver, modification or change is sought to be enforced. Notwithstanding theforegoing, the Procedure Fees set forth in the Original Agreement shall be effective throughJanuary 31, 2006.          **8.3****Waiver of Breach**. The failure of any Party to enforce at any time any of theprovisions of this Agreement shall in no way be construed to be a waiver of any such provision, norin any way to affect the validity of this Agreement or any part hereof or the right of any Partythereafter to enforce each and every such provision. The waiver of any breach of any term orcondition of this Agreement is not a waiver of any other term or condition of this Agreement.          **8.4****Force Majeure**. Neither Party will be held responsible for failure to perform ordelay in performing its obligations under this Agreement if such failure or delay is caused by aforce majeure such as earthquake, fire, flood, government restrictions, strikes, riots, seizuresand other causes beyond the Parties’ control.          **8.5****Rights of Persons not Parties**. Nothing contained in this Agreement shall bedeemed to create rights in persons not Parties, other than successors and proper assigns of theParties.** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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          **8.6****Severability**. If any term or provision of this Agreement or application to anyperson or circumstance shall to any extent be determined to be invalid or unenforceable, theremainder of this Agreement or the application of such term or provisions to persons orcircumstances other than those as to which it is held invalid of unenforceable shall not beaffected, and each term and provision of this Agreement shall be valid and enforceable to thefullest extent permitted by law.          **8.7****Choice of Law**. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the state of California.          **8.8****Notices**. Any notices required hereunder shall be in writing, shall be deliveredin any one of the following ways, and shall be deemed to have been received (a) on the datedelivered if delivered by hand, (b) the next following business day after being sent if sent byFederal Express or other similar professional overnight courier, or (c) three (3) business daysafter mailing, postage prepaid, by certified mail, return receipt requested, to the Party entitledto notice at the addresses set forth below, or such other addresses as may be designated by noticegiven hereafter:     Notice to Endocare:  Endocare, Inc.  201 Technology Drive  Irvine, California 92618  Attention: Kevin Quilty, Senior VP, Sales and Marketing     Notice to Company:  Advanced Medical Partners, Inc. dba CryoSyndicators  701 Interstate Hwy 20 East  Arlington, TX 76018  Attention: Christopher J. Ringel, President          **8.9****Counterparts**. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameinstrument. Copies of signatures sent by facsimile transmission shall be deemed to be originalsfor purposes of this Agreement.          **IN WITNESS WHEREOF**, the Parties have duly executed this Agreement as of the date first abovewritten.       **ENDOCARE, INC.**       **By:** **/s/ Michael R. Rodriguez**       **Name:** **Michael R. Rodriguez**       **Title:** **SVP, Finance & CFO**       **Date:** **1/10/06**     ** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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       **ADVANCED MEDICAL PARTNERS, INC**  **By:** **/s/ Robert A. Yonke**       **Name:** **Robert A. Yonke**       **Title:** **CEO**       **Date:** **01-09-06**     ** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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**EXHIBIT A**          (“NDA”) Confidentiality Agreements signed by Company and Endocare**** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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**EXHIBIT B****JOB DESCRIPTION****CRYO CLINICAL TECHNICIAN****** Asterisks indicate confidential terms that were redacted pursuant to a request for confidential treatmentfiled with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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