**Exhibit 10.53**

 

 

March 19, 2009

 

Name

Address

 

Dear         ,

 

This letter is todocument our agreement today concerning the consideration ProUroCare MedicalInc. (the “Company”) will provide to you regarding the one year extension ofyour guaranty of our bank debt.  We willprepare 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 yourguaranty through February 28, 2010 (unless earlier repaid) of our bankdebt, the Company agrees to provide compensation to you according to the “Lender/GuarantorCompensation” sheet attached.  The amountof compensation to be provided will be determined by the applicablecompensation formulas applied to the amount of your bank guaranty.  The stock price or warrant exercise priceused in the computation of compensation to be issued will be as described onthe attached compensation sheet based on the date of this letter agreement.  Please indicate your choice of compensationmethod – stock or warrants – in the space indicated below.

 

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

 

The terms of thisagreement will become effective concurrent with the execution of the relatedbank loan extension documents.  If forany reason you are unable to fulfill the obligations of the guaranty agreementor withdraw the guaranty, any compensation shares or warrants issued butunearned according to the attached compensation will be cancelled on a pro ratabasis.

 

Thank you for yousupport!

 

Sincerely,

 
| /s/Richard C. Carlson   |   |
|-------------------------|--------|
|                    |
| Richard C. Carlson      |
| Chief Executive Officer |

 

If you agree to theabove 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 |
|--------------------------------------------------------------------------------------|--------|----------------------------------------|

 

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**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)

 

OnMarch 19, 2009, this option results as follows:

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

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

Monthlyaccrual after 6 month = 11,111 shares per month

 

***Option #2 - Alternative warrant compensation:***

 

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

 

(stock compensation per above)

 

multiplied by

 

(120%)

 

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

 

OnMarch 19, 2009, this option results as follows:

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

Monthlyaccrual after 6 month = 13,333 warrants per month

 

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