**Exhibit10.39**

**UROLOGIX**

March19, 2007

RichardC. CarlsonChief Executive OfficerProUroCare Inc.5500 Wayzata Boulevard, Suite 310Golden Valley, MN 55416

*Re:**                             Amendmentto MOU between Pro UroC’ are Inc. and Urologix, Inc.*

DearRick:

This Letter Agreement is to confirm the recent discussions between our twocompanies with respect tofurther development efforts under that certain Memorandum of Understandingbetween ProUroCare Inc. and Urologix, Inc. having an effective date of July 27,2005 (the “MOU”), and, in accordance with Section 14.2 of the MOU, to amend theMOU as herein provided.

As you know and acknowledge, Phase I of the Project (as such term isdefined in the MOU) failed to develop an electrode array compatible withUrologix’ requirements due to the presence of electrodes on the trans-urethralcatheter. For this and other reasons, ProUroCare does not dispute, and agrees,that Urologix has the absolute right under the MOU to abandon the Project — withoutfurther cost, obligation or liability of any kind.

We understand that ProUroCare would like to proceed with furtherfeasibility work on the Project. In that regard, ProUroCare has requested thatUrologix, as an accommodation to ProUroCare, postpone its decision to notifyProUroCare of its abandonment of the Project.

Urologixwill agree to postpone its decision to abandon the Project, subject, however,to the following conditions:

(a)                                ProUroCare shall conduct all furtherdevelopment work on the Project without the requirement of further involvementof any kind from Urologix (although Urologix may participate in suchdevelopment efforts in its sole discretion, from time to time, withoutprejudice to its rights under this Letter Agreement), and ProUroCare shall besolely responsible for finding all subsequent work on the Project. until suchtime (if ever) as Urologix, in its sole discretion, agrees to recommence itsparticipation in the Project and, then, only on such tens as the parties maymutually agree in writing.

(b)                               Unless and until the parties agree in writingto recommence the Project in accordance with the immediately precedingsubparagraph (a), ProUroCare agrees that Urologix has the right, in its solediscretion, to abandon the Project at any time and for any reason, withoutfurther cost, obligation or liability of any kind, whether to ProUroCare or anythird party (including but not limited to RPI), by providing five (5) days’written notice to ProuroCare.

(c)          Unless and until the parties agree in writingto recommence the Project in accordance with the preceding subparagraph (a),Urologix agrees that ProUroCare has the right, in its sole discretion, toabandon the Project at any time and for any reason, without further cost,obligation or liability of any kind to Urologix, by providing five *(5)*days’written notice to Urologix.

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(d)          Notices provided under this Letter Agreement shall be given in writingand delivered personally, or sent by registered or certified mail (returnreceipt requested with postage prepaid), to an appropriate representative ofthe receiving party at such party’s last known address. A notice shall bedeemed to have been effectively given three (3) business days following itsdeposit with the United States Postal Service if sent by registered orcertified mail, or when actually received if given in any other manner.

(e)          This Letter Agreement supersedes all prior discussions andunderstandings between the parties with respect to the subject matter hereof.Except as expressly modified and amended in this Letter Agreement, all otherprovisions of the MOU shall remain in full force and effect and unchanged. Inthe event of any ambiguity or conflict between this Letter Agreement and any ofthe terms and conditions contained in the MOU, the terms and conditions of thisLetter Agreement shall control and govern. Capitalized terms not otherwisedefined herein shall have the meaning ascribed to such terms in the MOU. Eachindividual executing this Letter Agreement on behalf of a corporation warrantsthat he or she is authorized to do so and that this Letter Agreement will constitute the legally bindingobligation of the corporation that the individual represents.

Ifthe foregoing accurately states our agreement, kindly have a duly authorizedrepresentative of ProUroCare sign below, and then return the fully executedoriginal to me, keeping a copy for your records.
| ** **                                    | **Urologix, Inc.**       |
|-----------------------------------------------|--------------------------|
| ** **                                    | ** **               |
|                                          | By:                      | /s/ Claude Tihon |   |
|                                          |                     |
|                                          | Claude Tihon             |
|                                          |                     |
|                                          | Chief Technology Officer |
|                                          |                     |
|                                          |                     |
| The foregoing is agreed to and acceptable.    |
|                                          |
| **ProUroCare Inc.**                           |
| ** **                                    |
| ** **                                    |
| By:                                           | /s/Richard Carlson       |   |
| **Title:**                                    | **CEO**                  |   |
| Date signed: March 21, 2007                   |
|                                          |
|                                          |
| Copy via e-mail (to: rcarlson@prourocare.com) |
|                                               |                          |  |  |  |  |  |  |

 

Letter Agreement Amending Memorandum of Understanding

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