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                                                                    EXHIBIT 10.1

                       EXECUTIVE SEPARATION BENEFITS PLAN


                                TABLE OF CONTENTS

<TABLE>
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                                                                          Page
                                                                          ----
<S>                                                                       <C>
Section 1 General Information................................................1

Section 2 Definitions........................................................1

Section 3 Benefits under the Plan............................................5

Section 4 Plan Amendment and Termination.....................................9

Section 5 Plan Administration................................................9

Section 6 Miscellaneous Matters.............................................11

Section 7 Claims Procedure..................................................12

Section 8 ERISA Rights......................................................14

Summary Plan Description Information........................................17

Appendix A to the Endocare, Inc. Executive Separation Benefits Plan.........18

Appendix B to the Endocare, Inc. Executive Separation Benefits Plan.........19
</TABLE>


                                       i

<PAGE>

                                   SECTION 1
                               GENERAL INFORMATION

     1.1 ADOPTION AND PURPOSE OF PLAN. The Employer hereby adopts this Executive
Separation Benefits Plan to provide certain Separation Benefits to Eligible
Employees in accordance with the terms and conditions of the Plan.

     1.2 STATUS OF PLAN. The Plan is intended to comply with all applicable
state and federal laws regarding severance pay plans, specifically Title I of
ERISA. The Plan is intended to be a "welfare benefit plan," as defined in ERISA
Section 3(1) and Department of Labor Regulation Section 2510.3-1.

     1.3 SUMMARY PLAN DESCRIPTION. The Plan Administrator is hereby authorized
to use this document embodying the Plan and all supplementary materials, as from
time to time amended, to satisfy all of the Plan's "summary plan description"
requirements pursuant to ERISA.

     1.4 EFFECTIVE DATE. The Plan is effective as of July 17, 2002.

     1.5 PLAN YEAR. For recordkeeping and reporting purposes, the Plan Year
shall be the 12-month period ending each December 31. Notwithstanding the
foregoing, the initial Plan Year shall begin on July 17, 2002 and end on
December 31, 2002.

                                   SECTION 2
                                  DEFINITIONS

     2.1 "Base Pay" means an Eligible Employee's highest annual base salary rate
paid during the twenty-four months (or total period of employment, if less)
immediately preceding termination of the employee's employment due to a Covered
Termination plus the maximum amount of any bonus payable to the Eligible
Employee in such period under a written bonus plan of the Company. The term Base
Pay shall exclude all other types of compensation or remuneration to an Eligible
Employee, and shall exclude without limitation, overtime pay and shift
differentials, contributions (other than employee salary-reduction
contributions) to any retirement or other employee benefit plans, commissions,
profit sharing payments, incentive payments of any kind, special payments of any
kind (including without limitation business expense reimbursements, tuition
reimbursements and flexible spending account reimbursements) and contingent
compensation of any kind.

     2.2 "Board" means the Employer's Board of Directors.

     2.3 "Cause" means an Eligible Employee's (a) willful and continuing failure
to substantially perform duties assigned in good faith from time to time by the
Employer (provided that such failure is not solely the result of (i) a
disability entitling the Eligible Employee to benefits under the Employer's
long-term disability plan or Medicare, (ii) a leave of absence either granted in
writing by the Employer or guaranteed by applicable law or (iii) some other
reason agreed to in advance by either the Employer's Chairman or a majority of
its Board); or (b) willful conduct which is demonstrably and materially
injurious to the Employer; or


                                       1
<PAGE>

(c) conviction of a felony or a misdemeanor involving the theft,
misappropriation or embezzlement of property of the Employer.

     No termination of an Eligible Employee's employment shall be for Cause
unless: (a) notice of such Cause is provided to the employee by or on behalf of
the Board; and (b) no valid prior or simultaneous notice of Good Reason has been
given by the employee; and (c) the employee is afforded an opportunity to be
heard before the Board and represented by counsel; and (d) a majority of the
Board then determines that Cause exists for the employee's termination; and (e)
only if and to the extent a cure-period is permitted under any separate written
agreement between the Employer and the employee and cure is feasible, the
employee has failed to timely cure such asserted Cause. The required hearing
need not be held before the Eligible Employee's termination occurs, but it must
be held within 30 days after the required notice of asserted Cause is given to
the Eligible Employee, unless the employee agrees to a postponement.

     For purposes of this Subsection, the term Board shall include the board of
directors (or body with a similar function) of the Employer's successor
following a Change in Control.

     2.4 A "Change In Control" of the Employer will occur upon:

          (a) The acquisition by any individual, entity or group (within the
     meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934 (the "Exchange Act")) (a "Person") of beneficial ownership (within the
     meaning of Rule 13d-3 promulgated under the Exchange Act) of 50 percent or
     more of either (i) the then outstanding shares of the Employer's common
     stock (the "Common Stock") or (ii) the combined voting power of the then
     outstanding voting securities of the Employer entitled to vote generally in
     the election of the directors (the "Outstanding Employer Voting
     Securities"); provided, however, that the following acquisitions shall not
     constitute a Change in Control: (A) any acquisition directly from the
     Employer (including an equity financing); (B) any acquisition by the
     Employer or by any corporation controlled by the Employer; (C) any
     acquisition by any employee benefit plan (or related trust) sponsored or
     maintained by the Employer or any corporation controlled by the Employer;
     or (D) any acquisition by any corporation or business entity pursuant to a
     consolidation or merger, if, following such consolidation or merger, the
     conditions described in clauses (i) and (ii) of paragraph (c) of this
     definition are satisfied; or

          (b) At any time, individuals who, as of the Effective Date, constitute
     the Board (the "Incumbent Board") cease for any reason to constitute at
     least a majority of the Board; provided, however, that any individual
     becoming a director subsequent to the Effective Date whose election, or
     nomination for election by the Employer's stockholders, was approved by a
     vote or resolution of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of either
     an actual or threatened election contest (as such terms are used in Rule
     14a-11 of Regulation 14A promulgated under the Exchange Act) or other
     actual or threatened solicitation of proxies or consents by or on behalf of
     a Person other than the Board.


                                       2
<PAGE>

          (c) Adoption by the Board of a resolution approving an agreement of
     consolidation of the Employer with or merger or similar transaction of the
     Employer into another corporation or business entity in each case, unless,
     following such consolidation or merger, (i) more than 50 percent of the
     combined voting power of the then outstanding voting securities of such
     corporation or business entity entitled to vote generally in the election
     of directors (or other persons having the general power to direct the
     affairs of such entity) is then beneficially owned, directly or indirectly,
     by the beneficial owners, respectively, of the Common Stock and Outstanding
     Employer Voting Securities immediately prior to such consolidation or
     merger in substantially the same proportions as their ownership,
     immediately prior to such consolidation or merger, of the Common Stock
     and/or Outstanding Employer Voting Securities, as the case may be and (ii)
     at least a majority of the members of the board of directors (or other
     group of persons having the general power to direct the affairs of the
     corporation or other business entity) resulting from such consolidation or
     merger were members of the Incumbent Board at the time of the execution of
     the initial agreement providing for such consolidation or merger; provided
     that any right which shall vest by reason of the action of the Board
     pursuant to this paragraph (c) shall be divested, with respect to any such
     right not already exercised, upon (A) the rejection of such agreement of
     consolidation or merger by the stockholders of the Employer or (B) its
     abandonment by either party thereto in accordance with its terms.

          (d) Adoption by the requisite majority of the whole Board, or by the
     holders of such majority of stock of the Employer as is required by law or
     by the Certificate of Incorporation or By-Laws of the Employer as then in
     effect, of a resolution or consent authorizing (i) the liquidation or
     dissolution of the Employer or (ii) the sale or other disposition of all or
     substantially all of the assets of the Employer, other than to a
     corporation or other business entity with respect to which, following such
     sale or other disposition, (A) more than 50 percent of the combined voting
     power of the then outstanding voting securities of such corporation or
     other business entity entitled to vote generally in the election of
     directors (or other persons having the general power to direct the affairs
     of such entity) is then beneficially owned, directly or indirectly, by the
     beneficial owners, respectively, of the Common Stock and Outstanding
     Employer Voting Securities immediately prior to such sale or other
     disposition in substantially the same proportions as their ownership,
     immediately prior to such sale or other disposition, of the Common Stock
     and/or Outstanding Employer Voting Securities, as the case may be, and (B)
     at least a majority of the members of the board of directors (or other
     group of persons having the general power to direct the affairs of such
     corporation or other entity) were members of the Incumbent Board at the
     time of the execution of the initial agreement or action of the Board
     providing for such sale or other disposition of assets of the Employer;
     provided that any right which shall vest by reason of the action of the
     Board or the stockholders pursuant to this paragraph (d) shall be divested,
     with respect to any such right not already exercised, upon the abandonment
     by the Employer of such dissolution, or such sale or other disposition of
     assets, as the case may be.

          (e) Any other event which constitutes a change of control as defined
     in Employer's 1995 Stock Plan.


                                       3
<PAGE>

A Change in Control shall not occur upon the mere reincorporation of the
Employer in another state or setting up a new holding company.

     2.5 "Committee" means the committee appointed by the Board to administer
the Plan.

     2.6 "Covered Termination" means the termination of an Eligible Employee's
employment either (i) by the Eligible Employee for Good Reason after a Change in
Control, (ii) by the Eligible Employee for any reason or no reason during the
30-day period immediately following the six month anniversary of the closing of
a transaction resulting in a Change in Control or (iii) voluntarily by the
Employer (or its successor following a Change in Control) after a Change in
Control for a reason other than Cause, death or disability. However, in no event
shall transferring employment from a parent to a subsidiary corporation (or vice
versa) constitute a Covered Termination.

The term Covered Termination shall not include the transfer of the Eligible
Employee's employment to the Employer's successor following a Change in Control,
provided that such transfer does not constitute or result in the employee having
Good Reason to resign.

     2.7 "Effective Date" means the date set forth in Subsection 1.4 above.

     2.8 "Eligible Employee" means an individual who either is designated on
Appendix A to this Plan, as amended by the Committee from time to time, as of
the date of a Covered Termination.

     2.9 "Eligibility Conditions" means the conditions on eligibility for
Separation Pay set forth in Subsection 3.2 below.

     2.10 "Employer" means Endocare, Inc., a corporation organized under the
laws of Delaware, and its subsidiaries. To the extent required to carry out the
intent of this Plan, the term Employer shall also refer to the Employer's
successor following a Change in Control.

     2.11 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     2.12 "Good Reason" means an Eligible Employee's resignation from his or her
employment due to: (a) a substantial reduction imposed by the Employer in the
responsibilities of the employee's position with the Employer; or (b) a
reduction in the employee's Base Pay unless such reduction affects all similarly
situated individuals; or (c) the elimination or impairment of the employee's
eligibility for compensation or benefits programs generally available to other
Eligible Employees unless such elimination or impairment affects all similarly
situated individuals; or (d) a requirement imposed by the Employer that the
employee relocate to a new post at least 50 miles from his or her then-existing
post; or (e) the employee has not been offered continued employment with the
Employer or its successor following a Change in Control on substantially the
same terms and conditions of employment as were in effect for the employee
immediately prior to the Change in Control.

     No resignation by an Eligible Employee shall be for Good Reason unless: (a)
notice of such Good Reason is provided to the Board by or on behalf of the
Eligible Employee and (b) the


                                       4
<PAGE>

Employer fails to cure such asserted Good Reason within 30 days after receipt of
such notice; provided that the Employer shall have the sole discretion to
determine whether or not (i) to attempt or complete such a cure or (ii) to
dispute in good faith or accept the existence of such Good Reason.

     For purposes of this Subsection, the term Board shall include the Board of
Directors (or body with a similar function) of the Employer's successor
following a Change in Control.

     2.13 "Participant" means an Eligible Employee who is entitled to receive
Separation Benefits under the terms and conditions of the Plan.

     2.14 "Plan" means the Employer's Executive Separation Benefits Plan as set
forth in this document and in any and all amendments and supplements to this
document.

     2.15 "Plan Administrator" means the person responsible for satisfying the
reporting and disclosure obligations of ERISA, which shall be the Employer.

     2.16 "Plan Year" means the relevant period set forth in Subsection 1.5
above.

     2.17 "Separation Benefits" means Separation Pay and the other benefits
provided pursuant to Section 3.1.

     2.18 "Separation Benefits Period" means, for any Participant, the period
equal to the number of months of Base Pay to be received by the Participant as
Separation Pay. However, a Participant's Separation Benefits Period shall end
earlier upon the Participant's failure to continue satisfying all Eligibility
Conditions.

     2.19 "Separation Pay" means the continuation of a Participant's Base Pay
during the Separation Benefits Period in accordance with the terms and
conditions of the Plan.

                                   SECTION 3
                             BENEFITS UNDER THE PLAN

     3.1 TYPES OF BENEFITS. An Eligible Employee whose employment with the
Employer (or its successor following a Change in Control) is terminated solely
due to a Covered Termination and with respect to whom all applicable Eligibility
Conditions set forth in Subsection 3.2 below are met shall be entitled under
this Plan to the following types of Separation Benefits:

          (a) Separation Pay as determined under Subsection 3.3 below; and

          (b) Continued eligibility for certain employee benefit programs, as
     described in Subsection 3.4 below.

     3.2 ELIGIBILITY CONDITIONS; NO MITIGATION. Notwithstanding anything else in
this Plan, Separation Benefits shall be provided under this Plan only to an
Eligible Employee whose employment with the Employer (or its successor following
a Change in Control) actually terminates solely due to a Covered Termination.
Furthermore, no Eligible Employee shall be


                                       5
<PAGE>

entitled to commence or continue receiving Separation Benefits under the Plan
unless all of the following conditions are met and (to the extent applicable)
continue to be met at all times:

          (a) The Eligible Employee must agree to and must sign and comply with
     a separation letter satisfactory to the Employer (or its successor
     following a Change in Control). The separation letter may include, without
     limitation:

               (i) a comprehensive release of all claims of any sort against the
          Employer (and its present and former parents and subsidiaries and its
          successor following a Change in Control (collectively, the "Employer
          Group")) and all agents, employees, advisors and other representatives
          of the Employer Group in a form reasonably satisfactory to the
          Employer;

               (ii) an acknowledgment that except as expressly provided for
          pursuant to Section 6.3, this Plan shall exclusively govern any claims
          for any type of severance benefits as a result of the termination of
          the Eligible Employee's employment; and

               (iii) an acknowledgment that any then-existing agreements
          concerning nonsolictation, confidentiality and/or non-competition
          binding on the Eligible Employee will remain in effect in accordance
          with their terms.

          (b) If not already fully paid or terminated for any other reason, a
     Participant's Separation Benefits shall cease as of the first date of any
     breach or other failure if the Participant breaches the terms of any
     separation letter or non-competition agreement entered into with the
     Employer pursuant to the requirements of clauses (a)(i), (a)(ii) or
     (a)(iii) above or otherwise materially fails to satisfy any obligations of
     the Participant to the Employer under this Plan.

          (c) If not already fully paid or terminated for any other reason, a
     Participant's Separation Benefits shall cease as of the first date of any
     misconduct if the Employer becomes aware of any instance of the
     Participant's misconduct that would have constituted Cause for termination
     of the Participant's employment, whether such misconduct occurs prior to or
     following the Participant's termination of employment with the Employer;
     but provided that the notice, hearing and Board majority decision
     requirements of Subsection 2.3 are met promptly after discovery of the
     misconduct.

          (d) A Participant shall not be required to seek replacement employment
     as a condition of receiving Separation Benefits. Thus, a Participant shall
     not be required to mitigate damages in any fashion.

               (i) AMOUNT OF SEPARATION PAY. Effective for Covered Terminations
          made on or after the Effective Date while this Plan remains in effect
          and subject to Subsection 3.2, each Participant's Separation Pay shall
          equal a lump sum amount specified for the Participant in Appendix B to
          this Plan.

     3.3 PAYMENT OF BENEFITS. Subject to Subsection 3.2, Separation Pay shall be
paid to the Participant in one lump sum at the time of (or as soon as possible
after) the Participant's


                                       6
<PAGE>

Covered Termination. Notwithstanding the foregoing, if the Plan Administrator
receives written notice that the Participant dies or is mentally incompetent,
the Employer shall pay the balance of the Participant's Separation Pay only to
the Participant's duly appointed legal representative.

     3.4 CONTINUED ELIGIBILITY FOR BENEFIT PROGRAMS. Subject to Subsection 3.2,
during the Separation Benefits Period, the Participant (and his or her
dependents, as applicable) shall be provided by the Employer with the same life,
health and disability plan participation, benefits and other coverages to which
he was entitled as an employee immediately before the Covered Termination. In
the event that under applicable law the terms of the relevant employee benefit
plan such participation, benefits and/or coverage cannot be provided to
Participant following his or her Covered Termination, such coverage and/or
benefits shall be provided directly by the Employer pursuant to this Plan on a
comparable basis. In its sole discretion, the Employer may obtain such coverage
and benefits for Participant through private insurance acquired at the
Employer's expense. Amounts paid or payable on behalf of a Participant pursuant
to any "employee welfare benefit plan" as defined by ERISA, providing health
and/or disability benefits, that is sponsored by Employer or an affiliate of the
Employer, shall be credited against amounts due under this Section 3.4. To the
maximum extent permitted by applicable law, the benefits provided under this
Section 3.4 shall be in discharge of any obligations of Employer or any rights
of Participant under the benefit continuation provisions under Section 4980B of
the Internal Revenue Code (the "Code") and Part VI of Title I of ERISA ("COBRA")
or any legislation of similar import.

     3.5 CERTAIN BENEFITS NOT AVAILABLE. As required by applicable law,
Participants will not be able to make pre-tax contributions to a Section 401(k)
plan or to a cafeteria plan under Section 125 of the Code out of their
Separation Pay.

     3.6 INDIVIDUAL ARRANGEMENTS. Nothing in the Plan shall preclude the
Employer from entering into individual arrangements with employees for the
payment of severance benefits in addition to the benefits provided under the
Plan. No such individual arrangement shall entitle any person not a party
thereto to any benefits of any nature.

     3.7 TAX EFFECT OF PAYMENTS.

          (a) GROSS-UP PAYMENT. In the event that it is determined that any
     payment or distribution of any type to or for Participant's benefit made by
     the Employer, by any of its affiliates, by any person who acquires
     ownership or effective control of the Employer or ownership of a
     substantial portion of the Employer's assets (within the meaning of Section
     280G of the Code and the regulations thereunder) or by any affiliate of
     such person, whether paid or payable or distributed or distributable
     pursuant to the terms of this Plan or otherwise (the "Total Payments"),
     would be subject to the excise tax imposed by Section 4999 of the Code or
     any interest or penalties with respect to such excise tax (such excise tax,
     together with any such interest or penalties, are collectively referred to
     as the "Excise Tax"), then a Participant shall be entitled to receive an
     additional payment (a "Gross-Up Payment") in an amount such that after
     payment by such Participant of all taxes imposed upon the Gross-Up Payment,
     including any Excise Tax, such Participant retains an amount of the
     Gross-Up Payment equal to the Excise Tax imposed on the Total Payments.


                                       7
<PAGE>

          (b) DETERMINATION BY ACCOUNTANT. All mathematical determinations and
     all determinations of whether any of the Total Payments are "parachute
     payments" (within the meaning of Section 280G of the Code) that are
     required to be made under this Section 3.7, including all determinations of
     whether a Gross-Up Payment is required, of the amount of such Gross-Up
     Payment and of amounts relevant to the last sentence of this Section 3.7,
     shall be made by an independent accounting firm selected by Employee and
     reasonably acceptable to the Company from among the largest four accounting
     firms in the United States (the "Accounting Firm"), which shall provide its
     determination, together with detailed supporting calculations regarding the
     amount of any Gross-Up Payment and any other relevant matters (the
     "Determination"), both to the Employer and to the Participant within five
     business days of the Participant's termination date, if applicable, or such
     earlier time as is requested by the Employer or the Participant (if the
     Participant reasonably believes that any of the Total Payments may be
     subject to the Excise Tax). If the Accounting Firm determines that no
     Excise Tax is payable by the Participant, it shall furnish the Participant
     with a written statement that such Accounting Firm has concluded that no
     Excise Tax is payable (including the reasons therefor) and that the
     Participant has substantial authority not to report any Excise Tax on the
     Participant's federal income tax return. If a Gross-Up Payment is
     determined to be payable, it shall be paid to the Participant within five
     business days after the Determination is delivered to the Employer or to
     the Participant. Any Determination by the Accounting Firm shall be binding
     upon the Employer and the Participant, absent manifest error. All of the
     costs and expenses of the Accounting Firm shall be borne by the Employer.

          (c) UNDERPAYMENTS AND OVERPAYMENTS. As a result of uncertainty in the
     application of Section 4999 of the Code at the time of the initial
     determination by the Accounting Firm hereunder, it is possible that
     Gross-Up Payments not made by the Employer should have been made
     ("Underpayments") or that Gross-Up Payments will have been made by the
     Employer which should not have been made ("Overpayments"). In either event,
     the Accounting Firm shall determine the amount of the Underpayment or
     Overpayment that has occurred. In the case of an Underpayment, the amount
     of such Underpayment shall promptly be paid by the Employer to or for the
     Participant's benefit. In the case of an Overpayment, the Participant
     shall, at the direction and expense of the Employer, take such steps as are
     reasonably necessary (including the filing of returns and claims for
     refund), follow reasonable instructions from, and procedures established
     by, the Employer and otherwise reasonably cooperate with the Employer to
     correct such Overpayment; provided, however, that (i) the Participant shall
     in no event be obligated to return to the Employer an amount greater than
     the net after-tax portion of the Overpayment that the Participant has
     retained or has received as a refund from the applicable taxing authorities
     and (ii) this provision shall be interpreted in a manner consistent with
     the intent of this Section 3.7, which is to make the Participant whole, on
     an after-tax basis, for the application of the Excise Tax, it being
     understood that the correction of an Overpayment may result in the
     Participant's repaying to the Employer an amount which is less than the
     Overpayment.


                                       8
<PAGE>

                                   SECTION 4
                         PLAN AMENDMENT AND TERMINATION

     4.1 EMPLOYER'S RIGHT TO AMEND OR TERMINATE PLAN. The Employer may amend or
terminate the Plan only as provided in the applicable one of the following
clauses:

          (a) DURING THE FIRST TWO YEARS. This Plan shall not be amended or
     terminated on or before the second anniversary of the Effective Date except
     as necessary pursuant to a majority vote of the Board taken consistently
     with an opinion of counsel to either the Employer or the Board that such
     amendment is required by applicable law; provided that the Employer shall
     thereupon use its best efforts to provide the Eligible Employees and the
     Participants with the value of the benefits intended under this Plan
     immediately prior to the effective date of the amendment. Appendices A
     and/or B may be amended as necessary pursuant to a majority vote of the
     Board to add Eligible Employees.

          (b) AFTER THE SECOND YEAR. Following the second anniversary of the
     Effective Date, the Employer may amend or terminate this Plan as follows:

               (i) PRIOR TO A CHANGE IN CONTROL. Prior to the occurrence of a
          Change in Control and following the second anniversary of the
          Effective Date, the Employer may amend the Plan (including its
          Appendices) in any manner at any time, and from time to time, and may
          terminate the Plan at any time.

               (ii) AFTER A CHANGE IN CONTROL. After the occurrence of a Change
          in Control and until the second anniversary of such Change in Control,
          this Plan shall not be terminated and shall be amended only in
          accordance with the provisions of clauses (a)or (b) of this Subsection
          4.1.

     4.2 METHOD OF AMENDMENT OR TERMINATION. Any amendment or termination of the
Plan shall be made by a written instrument signed by an officer of the Employer
upon due authorization by the Board.

     4.3 TERMINATION EFFECTIVE AS OF JULY 18, 2004. Pursuant to a resolution
adopted by the Board on February 13, 2004, the Plan is terminated effective as
of July 18, 2004, assuming that no Change in Control has occurred prior to July
18, 2004.

                                   SECTION 5
                               PLAN ADMINISTRATION

     5.1 COMMITTEE. The Committee shall be the "named fiduciary" of the Plan for
purposes of Section 402(a)(1) of ERISA, with authority to control and manage the
operation and administration of the Plan, and shall be the agent for service of
process against the Plan. The Committee shall have full power to administer the
Plan in all matters, subject to applicable requirements of law. For this
purpose, the Committee's power shall include, but shall not be limited to the
following authority, in addition to all other powers provided by the Plan:


                                       9
<PAGE>

          (a) To make and enforce such rules and procedures as the Committee
     deems necessary or proper for the efficient administration of the Plan;

          (b) To appoint such agents, counsel, accountants, consultants and
     other persons to participate in the administration of the Plan as the
     Committee deems appropriate;

          (c) To allocate and delegate the responsibilities of the Committee and
     to designate other persons to carry out any of the Committee's
     responsibilities; provided that any such allocation, delegation or
     designation shall be in writing and in accordance with applicable
     requirements of law;

          (d) To sue or be sued on behalf of the Plan and to appoint additional
     agents for service of process; and

          (e) To the fullest extent permitted by law, the Committee shall have
     the exclusive responsibility and discretion to decide all matters relating
     to eligibility, coverage or benefits under the Plan and to interpret all
     provisions of the Plan and to determine all matters relating to the
     operation and administration of the Plan. Any determination by the
     Committee shall be final to the maximum extent permitted by ERISA.

     5.2 RECORDS. The Committee shall maintain such records as it deems
necessary to determine benefits and eligibility under the Plan and shall make
available to each Participant such portions of the records under the Plan as
pertain to the Participant, for examination at reasonable times during normal
business hours.

     5.3 RELIANCE. In administering the Plan, the Committee shall be entitled to
the extent permitted by law to rely conclusively on all information (including
without limitation all tables, valuations, certificates, opinions and reports)
which is furnished by or in accordance with the instructions or recommendations
of accountants, counsel, actuaries, consultants or other experts employed or
engaged by the Committee.

     5.4 INDEMNIFICATION. Subject to the criteria set forth below, to the
maximum extent permitted by law, the Company will indemnify each member of the
Board of Directors and of the Committee as well as any other employee with
duties under the Plan against liabilities and expenses (including any amount
paid in settlement or by reason of a judgment) reasonably incurred by him or her
in connection with any claims against him or her by reason of the performance of
his or her duties under the Plan.

          (a) This indemnity will not apply if the individual (i) acted
     fraudulently or in bad faith in the performance of his or her duties
     relating to the Plan or (ii) fails to assist the Company in defending
     against the claim.

          (b) The Company will have the right to select counsel and to control
     the prosecution or defense of the suit.


                                       10
<PAGE>

          (c) The Company will not be required to indemnify a person for any
     amount incurred through any settlement unless the Company consents in
     writing to the settlement.

          (d) The indemnification obligation of the Company under this
     Subsection 5.4 will be reduced to the extent that payments are made for the
     benefit of the individual by reason of any insurance policy, fidelity bond,
     or other contractual agreement entered into by the Company that does not
     allow recourse against the individual.

          (e) Notwithstanding anything to the contrary set forth herein, the
     provisions of this Subsection 5.4:

               (i) May not be amended retroactively to eliminate the
          indemnification obligation;

               (ii) Will survive the termination of the Plan; and

               (iii) Will last at least as long as the applicable statute of
          limitations.

                                   SECTION 6
                              MISCELLANEOUS MATTERS

     6.1 INFORMATION REQUIRED. Participants and Eligible Employees shall provide
the Committee with such information and evidence, and shall sign such documents,
as may be requested from time to time for the purpose of administering the Plan.

     6.2 NO GUARANTY OF EMPLOYMENT. This Plan shall not be a contract of
employment between the Employer and any employee. Nothing contained in the Plan
document nor any action taken in connection with the adoption, operation or
maintenance of the Plan shall be construed as a contract of employment between
the Employer and any employee or as consideration or inducement for the
employment of any employee. Nothing in the Plan or in the adoption, operation or
maintenance of the Plan shall give any employee the right to remain in the
Employer's employ, nor shall it give the Employer the right to require any
employee to remain in its employ, nor shall it interfere with the employee's
right to terminate his or her employment at any time. Without limiting the
generality of the foregoing, the Employer shall have the right to terminate or
change the terms of employment of any employee, Eligible Employee or Participant
at any time and for any reason whatsoever, with or without cause or notice.

     6.3 EXCLUSIVE PLAN. Except as provided in Section 3.6 or to the extent
otherwise expressly provided herein or in any separate agreement between the
Employer (or its successor following a Change in Control) and an Eligible
Employee, this Plan shall exclusively govern any claims for any type of
severance benefits as a result of any termination of employment due to a Covered
Termination on or after the Effective Date, while the Plan remains in effect.
Any other generally applicable severance plans of any nature maintained by the
Employer shall be terminated as of such Effective Date with respect to any
claims for severance benefits as a result of any Covered Termination occurring
on or after such Effective Date in consideration for the benefits provided under
the Plan.


                                       11
<PAGE>

     6.4 SOLE SOURCE FOR PAYMENT OF BENEFITS. All benefits provided under the
Plan shall be paid solely from the general assets of the Employer. Nothing in
the Plan shall be construed to require the Employer or the Committee to maintain
any fund or segregate any amount for the benefit of any Participant, and no
Participant or any other person shall have any claim against, right to, or
security or other interest in, any fund, account or asset of the Employer from
which any payment under the Plan may be made. Neither the Employer nor any
director, officer, employee or agent or other representative of the Employer
shall be liable, otherwise than as expressly provided in the Plan, for payment
of any benefits under the Plan or shall have any other liability to a
Participant or to any other person.

     6.5 NON-ALIENATION. No benefit payable under the Plan shall be subject in
any manner whatsoever to alienation, sale, transfer, assignment, pledge,
attachment or encumbrance of any kind, and each and every attempt to alienate,
sell, transfer, assign, pledge, attach or encumber any such benefit under the
Plan shall be void.

     6.6 NO VESTING. Except as otherwise expressly provided in this Plan, no
person shall have any vested or non-forfeitable interest at any time in any
payment or other benefit provided under the Plan. The Employer shall have the
right to withhold from benefit payments any amounts that the Participant owes to
the Employer.

     6.7 OBLIGATIONS TO WITHHOLD AND PAY TAXES. Each Participant shall be liable
for all tax obligations, if any, with respect to any sum received or other
benefit provided pursuant to the Plan and for accurately reporting all such
income and paying in full all such taxes to the appropriate federal, state and
local authorities. The Employer shall have the right to deduct and withhold from
any payment due under the Plan or from other amounts owed to the Participant all
withholding taxes and other amounts required by law.

     6.8 GOVERNING LAW. The Plan and the rights of all persons under the Plan
shall be construed in accordance with ERISA.

                                   SECTION 7
                                CLAIMS PROCEDURE

     7.1 CLAIM FOR BENEFITS.

          (a) Any person claiming benefits under the Plan ("Claimant") may be
     required to submit an application therefor, together with such other
     documents and information as the Committee may require ("Application").

          (b) Within 90 days following receipt of the Application, the
     Committee's authorized delegate reviewing the claim will furnish the
     Claimant with written notice of the decision rendered with respect to the
     Application.

          (c) Should special circumstances require an extension of time for
     processing the claim, written notice of the extension will be furnished to
     the Claimant prior to the expiration of the initial 90 day period.


                                       12
<PAGE>

               (i) The notice will indicate the special circumstances requiring
          an extension of time and the date by which a final decision is
          expected to be rendered.

               (ii) In no event will the period of the extension exceed 90 days
          from the end of the initial 90 day period.

     7.2 CONTENT OF DENIAL. In the case of a denial of the Claimant's
Application, the written notice will set forth:

          (a) The specific reasons for the denial;

          (b) References to the Plan provisions upon which the denial is based;

          (c) A description of any additional information or material necessary
     for perfection of the Application together with an explanation of why the
     material or information is necessary;

          (d) An explanation of the Plan's claim review procedure; and

          (e) The Claimant's right to bring a civil action under Section 502(a)
     of ERISA.

     7.3 APPEALS.

          (a) In order to appeal the decision rendered with respect to his or
     her Application or with respect to the amount of his or her benefit, the
     Claimant must follow the procedures set forth in this Section 7.3

          (b) The appeal must be made in writing:

               (i) If the claim was expressly rejected, within 65 days after the
          date of notice of the decision with respect to the Application; or

               (ii) If the claim was neither approved nor denied within the
          applicable period provided in Subsection 7.1 of this Plan, within 65
          days after the expiration of that period.

          If the Claimant does not file the appeal within this time period (or
     request in writing an extension from the Committee), the Claimant will be
     precluded from appealing the decision at a later time.

               (iii) The Claimant may request that his or her Application be
          given full and fair review by the Committee. The Claimant may review
          all pertinent documents and submit issues and comments in writing in
          connection with the appeal.


                                       13
<PAGE>

               (iv) The decision of the Committee will be made promptly, and not
          later than 60 days after the Committee's receipt of a request for
          review, unless special circumstances require an extension of time for
          processing. In such a case, a decision will be rendered as soon as
          possible, but not later than 120 days after receipt of the request for
          review.

               (v) The Committee's decision on review will be in writing and
          will include specific reasons for the decision, written in a manner
          designed to be understood by the Claimant, with specific references to
          the pertinent Plan provisions upon which the decision is based.

     7.4 LEGAL ACTIONS. No legal action for benefits or relating to any other
aspect of the Plan may be brought unless and until the Claimant has exhausted
his remedies under this Section 7.4 Also, any facts or legal theories that are
not presented in the claims procedure may not be raised in any such legal
actions.

          (a) A Claimant will not be considered to have exhausted his remedies
     unless and until:

               (i) The Claimant has submitted an Application;

               (ii) The claim for benefits has been either:

                    (A) Expressly denied; or

                    (B) Neither approved nor denied within the applicable time
               period under Section 7.1;

               (iii) The Claimant has appealed the denial of benefits under
          Section 7.3; and

               (iv) The Claimant's appeal has been either:

                    (A) Expressly denied; or

                    (B) Neither approved nor denied within the applicable time
               period under Section 7.3.

          (b) Any legal actions based upon a claim for benefits or any other
     aspect of the Plan must be brought within two years after the Claimant's
     right to the current payment of benefits accrued.

     7.5 REQUIREMENT OF RELEASE. In the case of a contested claim for benefits,
the Committee may require, as a precondition to the entitlement of any claims
for benefits, that the Claimant execute an agreement releasing any claims he
asserts that he has against the Company, Plan, and the Committee (as well as all
other fiduciaries of the Plan).


                                       14
<PAGE>

                                   SECTION 8
                                  ERISA RIGHTS

     The Plan is subject to the provisions of Title I of ERISA (which imposes
requirements relating to reporting and disclosure obligations, minimum
participation, fiduciary responsibility, and enforcement). The Plan is not
subject to Title IV of ERISA (which insures the benefits payable under certain
defined benefit pension plans).

     As a participant in the Plan, you are entitled to certain rights and
protections under ERISA. ERISA provides that all Plan participants are entitled
to:

          i. Examine, without charge, at the Plan Administrator's office, all
     Plan documents, including insurance contracts and copies of all documents
     filed by the Plan Administrator with the U.S. Department of Labor, such as
     detailed annual reports;

          ii. Obtain copies of all Plan documents and other Plan information
     upon written request to the Plan Administrator. The Plan Administrator may
     make a reasonable charge for copies; and

          iii. Receive a summary of the Plan's annual financial report. The Plan
     Administrator is required by law to furnish each participant with a copy of
     this summary financial report.

     In addition to creating rights for Plan participants, ERISA imposes duties
upon the people who are responsible for the operation of the Plan. The people
who operate your Plan, called "fiduciaries" of the Plan, have a duty to act
prudently and exclusively in the interests of you and other Plan participants
and beneficiaries.

     No one, including your employer, or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
benefit or exercising your rights under ERISA.

     If your claim for benefits is denied, in whole or in part, you must receive
a written explanation of the reason for the denial. You have the right to have
the Committee review and reconsider your claim as described above.

     Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may
require the Plan Administrator to provide the materials and pay you up to $110 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the control of the Plan Administrator.

     If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court. If it should happen that
Plan fiduciaries misuse the Plan's money, or if you are discriminated against
for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court.


                                       15
<PAGE>

     The court will decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay these costs and
fees. If you lose, the court may order you to pay these costs and fees, for
example, if the court finds that your claim is frivolous.

     If you have any questions about your Plan, you should contact the
Committee. If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest Area Office of the Pension and
Welfare Benefits Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Pension and Welfare Benefits Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210.

     IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has
executed this document.

                                        ENDOCARE, INC.



                                        By:      /s/ Paul W. Mikus
                                                 ----------------------------
                                                 Paul W. Mikus
                                                 Chief Executive Officer


                                       16
<PAGE>

                      SUMMARY PLAN DESCRIPTION INFORMATION



The Plan Administrator is:

Endocare, Inc.
201 Technology Drive
Irvine, California 92618
Telephone: (949) 450-5400
EIN:  33-0618093

The Plan Number is: 503


                                       17
<PAGE>

                        APPENDIX A TO THE ENDOCARE, INC.
                       EXECUTIVE SEPARATION BENEFITS PLAN


         DESIGNATION OF ELIGIBLE EMPLOYEES AS OF JULY 17, 2002, PURSUANT TO
         SUBSECTION 2.8:

Paul W. Mikus

John V. Cracchiolo

Jay Eum

Kevin Quilty

Paul Lapine

Bill Phillips

Dave Battles

Mary Syiek



         ADDITIONAL ELIGIBLE EMPLOYEES DESIGNATED AS OF FEBRUARY 13, 2004,
         PURSUANT TO SUBSECTION 4.1(A):

Craig T. Davenport

William J. Nydam

Katherine Greenberg


                                       18
<PAGE>

                        APPENDIX B TO THE ENDOCARE, INC.
                       EXECUTIVE SEPARATION BENEFITS PLAN


Paul W. Mikus                        2 times Base Pay

John V. Cracchiolo                   2 times Base Pay

Jay Eum                              1 times Base Pay

Kevin Quilty                         1 times Base Pay

Paul Lapine                          1/2 times Base Pay

Bill Phillips                        1/2 times Base Pay

Dave Battles                         1/2 times Base Pay

Mary Syiek                           1/2 times Base Pay

Craig T. Davenport                   The greater of: (a) 1 times Base Pay; or
                                     (b) an amount determined by multiplying
                                     his Base Pay by a fraction, the numerator
                                     of which is the number of days following
                                     the date of Mr. Davenport's Covered
                                     Termination until December 15, 2005, and
                                     the denominator of which is 731.

William J. Nydam                     1 times Base Pay

Katherine Greenberg                  1 times Base Pay



                                       19