EXHIBIT 10.3

                Amendment #1 to License Agreement # 0014-130701L

      The following changes, additions and deletions to License Agreement, made
and entered into July 13, 2001, between Rensselaer Polytechnic Institute and
ProUroCare Inc., previously known as Pro Uro Care, are agreed to between the
parties, and shall take precedence over any conflicting provision in said
License Agreement:

1.    Section 1.4 of the License Agreement is deleted and replaced with the
      following:

      FIELD OF USE shall mean diagnosis and/or treatment of urological or renal
      conditions.

2.    Section 1.9 of the License Agreement is deleted and replaced with the
      following:

      GROSS SALES shall mean revenues received by LICENSEE or any sublicensee in
      consideration for the sale, transfer or disposition of LICENSED
      PROCESS(ES) or LICENSED PRODUCT(S).

3.    Section 2.3 of the License Agreement is added:

      LICENSEE shall have the sole and exclusive right to grant sublicenses to
      any party with respect to the rights conferred upon LICENSEE under this
      Agreement, provided, however, that:

            (i)   any such sublicense shall be subject in all respects to the
                  terms and conditions of this Agreement (but not including the
                  payment of license fee pursuant to Section 5.1.1 or minimum
                  royalties pursuant to Section 4.3.2 hereof);
            (ii)  LICENSEE shall pay LICENSOR, or cause all sublicensees to pay
                  LICENSOR, the same royalties on all Net Sales of such
                  sublicensees in accordance with Section 5.1.2, the same as if
                  said Net Sales had been made by LICENSEE. Each sublicensee
                  shall report its Net Sales to LICENSOR through LICENSEE, which
                  Net Sales shall be aggregated with any Net Sales of LICENSEE
                  for purposes of determining the Net Sales upon which royalties
                  are to be paid to LICENSOR;
            (iii) any such sublicense agreement must incorporate by reference
                  the terms and conditions of this Agreement, including
                  representations, warrants and covenants by sublicensee that
                  are equivalent to the representations, warrants and covenants
                  made by LICENSEE pursuant to Section 10.2.4 herein, and in
                  addition, further provide that such representations, warrants
                  and covenants shall run to and be for the benefit of LICENSOR;
            (iv)  each such sublicense agreement, must also name LICENSOR as an
                  intended third party beneficiary of the obligations of
                  sublicensee, without imposition of obligation or liability on
                  the part of LICENSOR or its inventors to the sublicensee;
            (v)   each such sublicensee, and the form and substance of each such
                  sublicense agreement, shall be subject to the prior written
                  approval of LICENSOR, which approval shall not be unreasonably
                  withheld. Provided however, that should LICENSOR fail to
                  object to (i) a proposed sublicensee, or (ii) a proposed
                  sublicense agreement within twenty (20) days after delivery to
                  it of (i) the identity of such sublicensee, or (ii) a complete
                  copy of such sublicense agreement, approval shall be presumed;
                  and

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            (vi)  Any sublicense agreement granted herein may permit further
                  sublicensing of the rights conferred to Licensee herein so
                  long as such sublicense agreement require that any
                  sub-sublicense agreement also comply with all of the
                  conditions set forth in subdivision (i) through (v) above.

      Any and all sublicense revenues, other than royalties, lines of credit and
      research and development funding, due LICENSEE pursuant to the grant of a
      sublicense, shall be reported to LICENSOR by LICENSEE within thirty (30)
      days of receipt by LICENSEE. LICENSEE shall pay to LICENSOR twenty-five
      percent (25%) of such sublicense revenue. Any non-cash consideration
      received by LICENSEE from sublicensees shall be valued at its fair market
      value as of the date of receipt. For avoidance of doubt, sublicense
      revenues shall not include consideration received by LICENSEE from the
      transfer of intellectual property acquired, owned or developed by LICENSEE
      which are not INTELLECTUAL PROPERTY RIGHTS.

4.    Section 4.3.1 of the License Agreement is deleted and replaced with the
      following:

      initiate FDA approval process by filing with the FDA and commencing human
      clinical trials by seven (7) years from Effective Date of this Agreement;
      and

5.    Section 5.1.3 of the License Agreement is added:

      In connection with the Sublicense Agreement dated July 27, 2005 between
      LICENSEE and Urologix, Inc. ("Urologix") ("Urologix Sublicense"), pay
      LICENSOR royalties of 3% of NET SALES by LICENSEE to Urologix of the
      Rectal Sheath and Abdominal Belt (as such terms are defined in Article
      5,12 of the Memorandum of Understanding dated July 27, 2005 made by and
      between Licensee and Urologix) ("Urologix MOU"), and any other Licensed
      Products sold by LICENSEE to Urologix, plus 1% of Net Sales by Urologix of
      the EIT External Box or any control unit containing the EIT External Box
      (as such term is defined in the Urologix MOU) (the "1% Royalty");
      provided, however, no royalty shall be due on sales of the EIT External
      Box that is provided to existing customers of Urologix at a price equal to
      or below Urologix's cost to manufacture and deliver the EIT External Box
      or is provided to customers of Urologix in connection with or as a
      component of a control unit sold by Urologix at a price equal to or below
      the cost to manufacture and deliver the control unit and the EIT External
      Box. The royalties payable pursuant to this Section 5.1.3 shall be in lieu
      of any and all royalties that would otherwise be payable with respect to
      Section 5.1.2 or the Urologix Sublicense. It is contemplated that LICENSEE
      shall be responsible for and pay the 1% Royalty, unless and until Urologix
      becomes the direct licensee of LICENSOR pursuant to Section 9.3 of this
      Agreement. Also pursuant to Section 9.3 of this Agreement, Urologix is
      intended to be a beneficiary of the obligations of LICENSOR under this
      Agreement in the event that this Agreement is terminated.


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6.    Section 9.2 of the License Agreement is deleted and replaced with the
      following:

      The term of this Agreement shall terminate if no LICENSED PROCESS or
      LICENSED PRODUCT is available for sale after eight (8) years from
      Effective Date.

7.    Section 9.3 of the License Agreement is deleted and replaced with the
      following:

      If LICENSEE shall cease to carry on its business, this Agreement shall
      terminate immediately without any action required, but all obligations of
      LICENSEE to LICENSOR shall survive, and any sublicensee(s) shall become a
      direct licensee of LICENSOR, provided that LICENSOR's obligations to
      sublicensee(s) are no greater than LICENSOR'S obligations to LICENSEE
      under this Agreement and any sublicensee's rights shall not be impaired
      thereby.

8.    All other terms and conditions of such License Agreement remain in effect.

9.    The Effective Date of this Amendment #1 is July 27, 2005.

10.   This Amendment #1 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.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment #1 to be
executed by their duly authorized officers as of the date above written.


RENSSELAER POLYTECHNIC INSTITUTE

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

Date: July 28, 2005


PROUROCARE INC.

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

    ----------------------------------
    Its CEO
        ------------------------------

Date: July 27, 2005


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