Exhibit 10.53


 





 


March 19, 2009


 


Name


Address


 


Dear         ,


 


This letter is to
document our agreement today concerning the consideration ProUroCare Medical
Inc. (the “Company”) will provide to you regarding the one year extension of
your guaranty of our bank debt.  We will
prepare additional documents for your signature as drafted by our attorneys,
including a subscription agreement and/or representation of investment intent,
as soon as possible.


 


As consideration for your
guaranty through February 28, 2010 (unless earlier repaid) of our bank
debt, the Company agrees to provide compensation to you according to the “Lender/Guarantor
Compensation” sheet attached.  The amount
of compensation to be provided will be determined by the applicable
compensation formulas applied to the amount of your bank guaranty.  The stock price or warrant exercise price
used in the computation of compensation to be issued will be as described on
the attached compensation sheet based on the date of this letter agreement.  Please indicate your choice of compensation
method – stock or warrants – in the space indicated below.


 


You are agreeing to a
one-year guarantee of the debt commencing March 1, 2009.  We will initially issue the stock or warrant
compensation on the basis of a six-month minimum guarantee, i.e. six months of
compensation shall be paid at the commencement of the guaranteed debt
term.  Thereafter, if the guaranteed debt
should be repaid after August 31, 2009, beginning September 1, 2009,
one month of stock or warrant compensation will be accrued for each calendar
month or portion thereof on or after that date that the guaranteed debt is
outstanding, with such compensation to be issued upon the retirement of the
guaranteed debt.


 


The terms of this
agreement will become effective concurrent with the execution of the related
bank loan extension documents.  If for
any reason you are unable to fulfill the obligations of the guaranty agreement
or withdraw the guaranty, any compensation shares or warrants issued but
unearned according to the attached compensation will be cancelled on a pro rata
basis.


 


Thank you for you
support!


 


Sincerely,


 


	
  /s/Richard C. Carlson

  	
   

  
	
   

  
	
  Richard C. Carlson

  
	
  Chief Executive Officer

  



 


If you agree to the
above terms, please sign and date below, and fax it back to 952-843-7031.


 


 


	
   

  	
   

  	
  Compensation method:
  (check one):

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Stock

  	
  o

  
	
   

  	
   

  	
   

  	
  Warrants

  	
  o

  
	
  Date

  	
   

  	
   

  



 


 


	
  ProUroCare
  Medical Inc., 6440 Flying Cloud Drive, Suite 101, Eden Prairie, MN 55344

  	
   

  	
  Phone:
  952.476.9093 Fax: 952.843-7031

  



 

















 


Lender/Guarantor Compensation


Pursuant to ProUroCare Loan Renewals


March 19, 2009


 


Option #1- Stock compensation:


 


(dollar amount of commitment/guarantee/loan)


 


multiplied by


 


(the fraction of the year the loan/commitment is to be outstanding)


 


multiplied by


 


(10%)


 


divided by


 


(the average closing stock price over the previous 10 business days)


 


On
March 19, 2009, this option results as follows:


$1,000,000
guarantee, 6 months, average closing stock price $0.75:


$1,000,000
* 0.5 * 0.1/$0.75 = 66,667 shares


Monthly
accrual after 6 month = 11,111 shares per month


 


Option #2 - Alternative warrant compensation:


 


5
year warrants, cashless exercise, exercisable 1 year after grant, number of
warrants determined by the following formula:


 


(stock compensation per above)


 


multiplied by


 


(120%)


 


Warrant exercise price = the average closing stock
price over the previous 10 business days


 


On
March 19, 2009, this option results as follows:


66,667
shares * 120% = 80,000 warrants exercisable at $0.75 per share


Monthly
accrual after 6 month = 13,333 warrants per month