EXHIBIT 10.2

                              SUBLICENSE AGREEMENT

            This Sublicense is entered into and made effective as of July 27,
2005, by and between PROUROCARE INC., a Minnesota corporation, located at One
Carlson Parkway North, Suite 124, Plymouth, MN 55447 ("Licensee") and UROLOGIX,
INC., a Minnesota corporation, located at 14405 - 21st Avenue North,
Minneapolis, MN 55447 ("Sublicensee").

      1. Grant of Sublicense. Licensee hereby grants to Sublicensee an
exclusive, worldwide, license to make, have made, use, sell, sub-license, offer
to sell, and/or import LICENSED PRODUCTS under certain PATENT RIGHTS under and
on all the same terms and conditions of that certain License Agreement between
Licensee and Rensselaer Polytechnic Institute, a New York not-for-profit
corporation ("Rensselaer") attached hereto as Exhibit A (the "Master License
Agreement"), as amended by Amendment #1 to License Agreement, attached hereto as
Exhibit B, both of which are incorporated herein by reference as if fully set
forth at length, except as set forth below:

            a. Technology subject to Sublicense: The PATENT RIGHTS, as defined
in Article 1.5 of the Master License Agreement, as amended, and Appendix I
thereof.

            b. Field of Use: As to this sublicense, the Field of Use, as defined
in Article 1.4 of the Master License Agreement, as amended.

            c. This Sublicense is further restricted as to field of use,
exclusivity, term and the other terms and conditions of that certain Memorandum
of Understanding executed by and between Licensee and Sublicensee on the date
hereof ("MOU"), i.e., that the sublicense is for products and services
embodying, incorporating, based upon or derived from the EIT Technology (as
defined in the MOU) and/or the PATENT RIGHTS, in connection with or related to
the treatment of benign prostate hyperplasia, prostatitus/prostadynia, renal
tumors and/or prostate cancer using heat applied through controlled microwave
radiation, but only in connection with the Rectal Sheath and Abdominal Belt
manufactured or supplied by Licensee, in accordance with and subject to the
terms of the MOU, or any other applicable definitive agreement subsequently
executed by and between Licensee and Sublicensee.

      2. By its signature below, Sublicensee agrees to be bound by all of the
terms and conditions, to the extent applicable, of the Master License Agreement,
as amended by Amendment #1 to License Agreement, and as modified hereby, for the
benefit of Licensee and Rensselaer.

      3. This Sublicense may be executed in any number of counterparts, each of
which will be an original, and such counterparts together will constitute one
and the same instrument.

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LICENSEE:                               SUBLICENSEE:

ProUroCare Inc.                         Urologix, Inc.


By: /s/ Maurice R. Taylor               By: /s/ David Montecalvo
    --------------------------              --------------------------

    --------------------------              --------------------------
Title: CEO                              Title: VP-Product Development/Operations
       -----------------------                 ---------------------------------

The above Sublicense Agreement has been approved this July 28, 2005 by

RENSSELAER POLYTECHNIC INSTITUTE


By: /s/ Ronald Kudla
    ---------------------------------------------------
    Ronald M. Kudla
    Executive Director
    Office of Intellectual Property, Technology Transfer and New Ventures