Exhibit 10.2

EMPLOYMENT AGREEMENT

         THIS  AGREEMENT,  made  effective as of the fourth day of March,  2005,
entered into by and between  ProUroCare  Medical Inc., a Nevada corporation (the
"Company") and Michael P. Grossman (the "Employee").

         WHEREAS,  the Company  desires to employ the Employee as its  President
and Chief  Operating  Officer  (COO) in  accordance  with the  following  terms,
conditions and provisions; and

         WHEREAS, the Employee desires to perform such services for the Company,
all in accordance with the following terms, conditions and provisions;

         NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained, it is agreed as follows:

         1.       Employment and Duties.

         The Company hereby commences Employee's employment, and Employee hereby
accepts and agrees to serve the  Company as the  Company's  President  and Chief
Operating  Officer,  and with duties as  described  in the  Company  by-laws and
subject to review and  modification  from time to time at the  direction  of the
Company's  Board of  Directors.  The  Employee  shall apply his best efforts and
devote substantially all of his time and attention to the Company's affairs.

         2.       Term.

         The  term  of this  Agreement  and  Employee's  employment  under  this
Agreement shall commence on March 4, 2005, and shall continue  thereafter  until
January 31, 2007.  Upon the  expiration of the original term of this  Agreement,
this Agreement shall automatically renew for successive two-year terms,  subject
to termination as provided in Section 7.

         3.       Compensation.

         The Company  shall  compensate  the  Employee  for his  services at the
following salary, bonus, and benefits:

         A.       Base Salary

                          The  Employee  shall be paid a base salary of $175,000
                  per year,  payable on the Company's normal payroll cycle. This
                  base  salary is the  minimum  salary  during  the term of this
                  Agreement,  and  may be  increased  from  time  to time at the
                  discretion of the Board of Directors.  Employee  shall receive
                  an   annual   performance   review,   and,   contingent   upon
                  satisfactory  review results shall be eligible for increase of
                  such base salary at the direction of the Board of Directors.



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<PAGE>

                  B. Bonus.

                          The  Employee  shall  continue  to  participate  in  a
                  Company Management  Incentive Plan, as approved and amended by
                  the  Board  of  Directors  from  time to  time,  and  which is
                  designed to deliver an annual  bonus  consistent  with current
                  levels   established   for  this  position  by  the  Board  of
                  Directors. The Employee shall periodically meet with the Board
                  of  Directors,   to  establish  quantitative  and  qualitative
                  initiatives  and  objectives  for the purpose of assessing the
                  amount of bonus to be paid to the  Employee  at the end of the
                  associated  bonus period.  The  Compensation  Committee of the
                  Board of Directors has established a 50% of base  compensation
                  potential  bonus  for each  calendar  year  based on  specific
                  milestones. The Employee's bonus, if any, shall be paid in the
                  cash unless the Parties  agree to pay the Employee in the cash
                  equivalent of unregistered common stock of the Company.

                  C. Stock Options.

                           The Employee  shall be eligible to participate in the
                  annual grant of the  Company's  Stock Option Plan,  consistent
                  with its terms and  conditions,  and with  amounts of options,
                  including exercise price and vesting provisions  determined by
                  the Board of  Directors  from time to time.  Provisions  under
                  this  item  3C,  stock  options,   are  also  subject  to  the
                  provisions found in Section 7, under termination of Agreement.
                  Stock  Options  shall be issued to Mr.  Grossman in accordance
                  with the Company's stock option plan.

                  D. Employee Benefits Plans.

                           The Employee  shall be entitled to participate in any
                  and all Company employee benefit plans, in accordance with the
                  eligibility  requirements  and other terms and  provisions  of
                  such plan or plans.

                  E. Insurance.

                           The  Employee   agrees  that  the  Company,   at  the
                  discretion  of its  Board  of  Directors,  may  apply  for and
                  procure on its own behalf,  life  insurance on the life of the
                  Employee,  for the purpose of protecting  the Company  against
                  loss caused by the death of the Employee (commonly referred to
                  as "Key"  insurance).  Employee agrees to cooperate and submit
                  to  medical  examination,   and  to  execute  or  deliver  any
                  documentation  reasonably required by the Company's insurer in
                  order to effectuate such insurance.  In addition,  the Company
                  shall  secure and pay the  premium  for a Term Life  insurance
                  policy assignable to Mr. Grossman in the amount of three times
                  Mr. Grossman's annual compensation.

         4.       Vacation and Time Off.

         The Employee  shall be entitled to four weeks of paid  vacation in each
year of  employment  under the terms of this  Agreement,  without  reduction  of
salary.  Unused vacation time may be carried over to future years of employment,
consistent  with Company  policy  affecting  use of employee  vacation  time. In


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<PAGE>

addition,  Employee  shall be  entitled to such  additional  time off from work,
without  loss  of  compensation,   for  attendance  at  professional   meetings,
conventions,  approved  "other  business  activities",  as per  Section  10, and
educational  courses in accordance with the Company's  general  policies in this
regard, and as from time to time determined by its Board of Directors.

         5.       Expenses.

         The Company will reimburse Employee for reasonable expenses incurred by
the  Employee in  connection  with the  business of the  Company,  according  to
policies  promulgated  from  time to time by the  Board of  Directors,  and upon
presentation by Employee of appropriate substantiation for such expenses.

         6.       Disability.

         Not withstanding any other provision of this Agreement,  if employee is
totally disabled, as defined below, for an aggregate of 180 calendar days in any
one  calendar  year of  employment,  the Company  shall not be  obligated to pay
employee  the  compensation  provided in this  contract  for any period of total
disability  during such year in excess of 120 days.  In such  event,  Employee's
salary under Section 3 shall be prorated for such year of employment in the same
manner as if this Agreement has been terminated at the end of such 120th day.

         The Company agrees that, while on disability leave of absence,  and for
the duration of such  disability,  Employee  may continue to receive  Employer's
group  insurance  plan  coverage  by  compliance  with  the  provisions  of  the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"),  until the end of such
disability leave, or upon attainment of the age of 65, whichever is earlier.

         For purposes of this  Agreement,  Employee  shall be  considered  to be
totally  disabled when he is  considered to be as such by any insurance  company
used by the  Company  to  provide  disability  benefits  for the  Employee,  and
Employee shall continue to be considered  totally  disabled until such insurance
company  ceases to recognize him as totally  disabled for purposes of disability
benefits.  If no such  disability  policies are in effect for the benefit of the
Employee or for any reason an insurance company fails to make a determination of
the  question  of  whether  Employee  is  totally  disabled,  Employee  shall be
considered to be totally  disabled if, because of mental or physical  illness or
other cause,  he is unable to perform the majority of his usual duties on behalf
of the Company. The existence of a total disability of the Employee, the date it
commenced, and the date it ceases, shall be determined by the Board of Directors
and the Employee, under these circumstances.  If the parties cannot agree on the
foregoing  questions of disability,  then any such  determination  shall be made
after  examination  of  Employee  by  medical  doctor  selected  by the Board of
Directors,  and a medical doctor selected by the Employee. If the medical doctor
so selected  cannot  agree on the  foregoing  questions of  disability,  a third
medical doctor shall be selected by the two and the opinion of a majority of all
three shall be binding.


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         7.       Termination.

         This  Agreement  shall  terminate  upon  the  occurrence  of any of the
following:

         A.     Mutual agreement, in writing, of the parties to terminate;

         B.     Employee's  death.  Under  circumstances  of  Employee's  death,
         Company agrees to make  termination  payments to Employee's  designated
         beneficiaries,  in the  amount of one year of base  salary,  and annual
         bonus payment for bonus payable in the fiscal year in which  Employee's
         death occurred.  Additionally,  any  unexercised,  vested stock options
         which were  available  to Employee  immediately  prior to date of death
         shall be exercisable by  beneficiaries in accordance with the Company's
         stock option plan.  In addition,  Employee's  designated  beneficiaries
         may, at their option, continue to pay and to receive insurance coverage
         under the COBRA  provisions,  and beyond,  for the period allowed under
         Minnesota  Statute,  or  upon  attainment  of  age  65 of  beneficiary,
         whichever is earlier.

         C.    Upon the  expiration  of the initial or any renewal  term of this
         Agreement,  following  120 days of  written  notice by one party to the
         other indicating the party's intention not to renew;

         D.    At the Company's  option,  if Employee shall be totally disabled,
         as  defined  above for a  continuous  period  in excess of one  hundred
         eighty  (180) days.  The  Company's  option to  terminate in such event
         shall be exercised upon at least 30 days written notice to Employee;

         E.    Termination by the Company for cause.

                  For purposes of this provision of this Agreement,  cause shall
                  be defined as:

                           1. Failure of the Employee to  substantially  perform
                           any duties  reasonably  required by the Company  that
                           are consistent with Employee's  position (except as a
                           result of any disabling injury for which Employee has
                           been  receiving  benefits  under a short term or long
                           term disability program); and

                           2. The commission by Employee of any criminal act, or
                           act of fraud or dishonesty by Employee  related to or
                           in connection with his Employment by the Company; or

                           3. If Employee  materially  breaches Employee's other
                           covenants contained in this Agreement.

         F.    Change of employment or termination without cause by the Company.

                  A Change in  Employment  shall be deemed to have  occurred if,
         without Employee's consent,


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<PAGE>

                           1.  Employee's   position,   duties,   or  title  are
                           materially or adversely changed without cause: or

                           2. Employee's  salary or benefits are reduced without
                           cause, or

                           3. The location of  performance of most of Employee's
                           duties is moved from the general geographic  location
                           in which Employee  performed such duties prior to the
                           move.

                           The effective date of a change in employment shall be
                  the date Employee elects, by written notice to the Company, to
                  treat such action as termination  due to change in employment,
                  provided  it  occurs  within 90 days of the date  Employee  is
                  notified  of the  change  in  employment.  Failure  to treat a
                  particular change in employment as a termination of employment
                  shall not preclude  Employee from treating a subsequent change
                  of employment as a termination of employment.

                  G.      Termination Payments.

                          In the event Employee's employment with the Company is
                  terminated without cause, or a change in employment occurs and
                  employee  elects  to  treat  the  change  in  employment  as a
                  termination  of employment and so notifies the Company of such
                  election  within 90 days  following  the change of  employment
                  (with a date of  notice  to be deemed  the  effective  date of
                  termination)  or the  geographic  location  changes as defined
                  above,  or upon  non-renewal of this agreement by the Company,
                  then:

                           (a) Employee shall receive  payment equal to 6 months
                           severance  plus  additionally  that  portion  of four
                           months additional  severance for each year of service
                           to the Company with a maximum  accumulated  severance
                           of  24  months  total,  of  Employee's  then  current
                           annualized  salary;  plus the average of any bonus or
                           incentive  compensation  paid or payable for the most
                           recent two fiscal  years,  or other period  generally
                           used  by the  Company  to  determine  such  bonus  or
                           incentive  compensation,  and at Employee's election,
                           may pay out such salary and bonus or incentives  over
                           a period of one year  consistent  with the  Company's
                           routine  employee  payment  schedules,  or in a  lump
                           sump; and all unvested stock options held by Employee
                           shall  immediately  vest and employee  shall have one
                           year   which  to   exercise   said   options   before
                           expiration.

                           (b)   Employee   shall  be   entitled   to   continue
                           participation  in  the  healthcare   coverage,   life
                           insurance and general  employee  benefit plans of the
                           Company  as  provided   for  by  COBRA  and  specific
                           insurance policies, at the expense of the employee.

                           (c) In the event of a termination of employment under
                           this Section 7G, the Company agrees that in the event
                           of a  dispute  by the  executive  over  any  terms or
                           provisions   contained   in   this   agreement,    or


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<PAGE>

                           interpretation  thereof,  the  Company  will  pay all
                           reasonable  legal expenses  incurred by Employee as a
                           result of Employee's efforts to resolve the dispute.

                  H. Termination due to change in control.

                           For purposes of this  provision,  a change in control
                  will be defined as follows:

                           (a) When any  "person" as defined in Section  3(a)(9)
                           of the  Securities  Exchange  Act as used in sections
                           13(d)  and 14(d)  thereof,  including  a  "group"  as
                           defined in Section 13(d) of the  Securities  Exchange
                           Act, but excluding  the Company or any  subsidiary or
                           parent or any  employee  benefit  plan  sponsored  or
                           maintained by the Company or any subsidiary or parent
                           (including   any  trustee  of  such  plan  acting  as
                           trustee),   directly  or   indirectly,   becomes  the
                           "beneficial  owner" (as  defined in Rule 13d-3  under
                           the Securities  Exchange Act, as amended from time to
                           time),  of  securities  of the  Company  representing
                           greater  than  50  (fifty)  percent  of the  combined
                           voting  power  of  the  Company's  then   outstanding
                           securities; or

                           (b) When,  subsequent to the  effective  date of this
                           agreement,  the individuals  who, at the beginning of
                           such  period,   constitute   the  Board   ("Incumbent
                           Directors")  cease for any reason other than death to
                           constitute  at  least a  majority  thereof;  provided
                           however that a Director who was not a Director at the
                           beginning  of  this  period  will be  deemed  to have
                           satisfied the  definition of "Incumbent  Director" if
                           such Director was elected by, or with the approval of
                           at least 60% (sixty  percent)  of the  Directors  who
                           then qualified as Incumbent Directors; or

                           (c) The  approval  by the  shareholders  of any sale,
                           lease, exchange or other transfer (in one transaction
                           or a  series  of  related  transactions)  of  all  or
                           substantially all of the assets of the Company or the
                           adoption of any plan or proposal for the  liquidation
                           or dissolution of the Company.

                           If during a two year period subsequent to a change in
                  control,  Employee is terminated without cause, or Employee is
                  asked by the Board to assume a position,  duties,  or level of
                  responsibility  which are  unacceptable  to the  Employee,  or
                  Employee is asked by the Board to relocate geographically to a
                  location  which  is  unacceptable  to the  Employee,  the then
                  controlling  Company agrees to pay Employee a payment equal to
                  6 months  severance  plus  additionally  that  portion of four
                  months  additional  severance  for each year of service to the
                  Company  prorated  from the  date of  initial  service  with a
                  maximum   accumulated   severance  of  24  months  total,   of
                  Employee's then current annualized salary; plus the average of
                  any bonus or  incentive  compensation  paid or payable for the
                  most recent two fiscal years,  or other period  generally used
                  by  the  Company  to   determine   such  bonus  or   incentive
                  compensation,  and at  Employee's  election,  may pay out such
                  salary  and  bonus or  incentives  over a  period  of one year
                  consistent  with  the  Company's   routine   employee  payment


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<PAGE>

                  schedules,  or at the request of the  employee in a lump sump;
                  and  all  unvested   stock  options  held  by  Employee  shall
                  immediately vest.

                           In the event of  termination of this Agreement due to
                  change in control,  Company  agrees to provide for  reasonable
                  expenses incurred on Employee's behalf in the event of a legal
                  action or dispute in connection with the change of control, or
                  termination of employment caused by such change in control.

         I.       Years of Service

                  For  purposes of this Section 7,  Employee's  years of service
                  shall  be  computed  using  February  1,  2004 as the  date of
                  initial service.

         8.       Covenant Not to Compete.

         Employee  hereby  covenants  and agrees that during the initial and any
renewal  term of this  Agreement,  and for a period  of one year  following  the
termination of this  Agreement,  Employee shall not be engaged within the United
States, either directly or indirectly, in any matter or capacity,  whether as an
advisor,  principal,  agent, partner, officer, director,  employee, member of an
association,  or otherwise,  in any business or activity, or own beneficially or
of record,  five percent or more of the outstanding stock of any class of equity
securities  in any  corporation  in  competition  with the  business  then being
conducted by the Company; furthermore,  Employee agrees not to solicit, directly
or indirectly,  any current employee of the Company for employment or engagement
in any capacity  outside of the Company,  its  subsidiaries  or  affiliates.  If
Employee  should  breach the foregoing  covenant,  the Company will cease making
payments  described in the previous section regarding  Termination of Agreement,
and any associated payments contained therein;  and remaining  unexercised stock
options shall immediately be cancelled and benefit plan provisions  described in
the Termination Section 7 shall be immediately discontinued.

         Additionally,  at the option of the Board of Directors, the Company may
chose to extend the  covenant not to compete set forth herein for a period of up
to an additional  twelve months,  beyond the initial twelve month period already
stipulated  herein.  In consideration  for such election,  the Company agrees to
make payment to the Employee  the  annualized  salary and bonus equal to that in
effect during the fiscal year at the time of termination.

         During this additional period of extension and payment, Employee agrees
not to solicit, directly or indirectly,  any current employee of the Company for
employment  or  engagement  in  any  capacity   outside  of  the  Company,   its
subsidiaries or affiliates.

         9.       Confidentiality.

         Employee  will, in the course of his  employment  with the Company have
access to  confidential  and  proprietary  data or information  belonging to the
Company.  Employee  will not at any time  divulge or  communicate  to any person
(other  than to a person  bound by  confidentiality  obligations  to the Company
similar to those  contained in this  Agreement)  or use to the  detriment of the
Company,  or for the benefit of any other person such data or  information.  The
provisions  of  this  section  shall  survive  Employee's  employment  hereunder


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<PAGE>

regardless of the cause of  termination  of employment  or this  Agreement.  The
phase  "confidential or proprietary date or information"  shall mean information
not generally available to the public,  including, but not limited to, personnel
information,  financial  information,  customer  lists,  supplier  lists,  trade
secrets, secret processes,  computer data and programs,  pricing,  marketing and
advertising  data.  Employee  acknowledges  and agrees that any  confidential or
proprietary  information that Employee has already acquired was in fact received
in confidence in Employee's fiduciary capacity with respect to the Company.

         All written materials, records and documents made by Employer or coming
into Employee's possession during the term of employment concerning any product,
processes,  information or services used, developed,  investigated or considered
by the Company, or otherwise  concerning the business or affairs of the Company,
shall be the sole  property of the Company and upon  termination  of  Employee's
employment  for any reason,  or upon  request of the Board of  Directors  during
Employee's employment,  Employee shall promptly deliver the same to the Company.
In addition,  upon termination of Employee's  employment for any reason, or upon
request of the Board of Directors during Employee's  employment,  Employee shall
deliver  to the  Company  all of the  property  of  the  Company  in  Employee's
possession or under Employee's control, including, but not limited to, financial
statements, marketing and sales data, computers, and Company credit cards.

         10.      Other Business Activities.

         Employee shall not serve as an officer of another company,  whether for
compensation  or otherwise,  requiring more than nominal duties by the Employee,
during the term of this contract  without the express  prior written  consent of
the Company's  Board of  Directors.  Employee may not serve as a Director of any
other organization without express prior written approval by the Company's Board
of Directors.

          11.     Inventions and Patents.

          Employee agrees to assign all rights, ownership and related privileges
and benefits  associated  with  inventions and patents to the Company.  Employee
agrees that any  inventions  or patents  obtained in  association  with ideas or
concepts  initiated by Employee related to the Company's  business are deemed to
be Company property.  This includes but is not limited to product ideas, changes
or improvements; process ideas, changes or improvements;  pertinent intellectual
property, or other pertinent information.

          12.     Arbitration/Dispute Resolution.

          The Company and the Employee agree that as a first option prior to any
legal  action  arising out of the dispute  over  provisions  in this  agreement,
parties may seek arbitration, and submit to authority of binding arbitration.

          13.     Cooperation in Claims.

         Both during employment and post employment, Employee agrees that in the
event of a legal action  against the Company,  or legal action  initiated by the
Company  against another party, in which Employee is deemed by the Company to be
a material  witness or  affiant,  Employee  agrees to make  reasonable  and best


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<PAGE>

efforts to cooperate with the Company in such matters.  If Employee is no longer
employed,  Company will reimburse  Employee for time and expenses  incurred as a
result of cooperation for this purpose.

         14.      Indemnification.

         The  Company  agrees to make its best  efforts  to  indemnify  and hold
harmless the Employee  from  liability  incurred as a result of  performance  of
duties as an Officer and member of the Board of Directors.  This includes but is
not limited to applicable  statute,  as well as efforts to secure coverage under
pertinent insurance policies.

         15.      Notices.

         All notices, requests, demands and other communications provided for by
this  Contract  shall be in writing  and shall be deemed to have been given when
mailed  at any  general  or branch  United  States  Post  Office  enclosed  in a
certified  postpaid  envelope,  return receipt  requested,  and addressed to the
address of the respective.

         If to the Employee:

         Michael P. Grossman
         708 Prairie Street
         Northfield, MN  55057

         If to the Company:

         Chief Executive Officer
         ProUroCare Medical Inc.
         One Carlson Parkway, Suite 124
         Plymouth, MN  55447

         Any notice of change of address shall only be effective,  however, when
received.

         16.      Successors and Assigns.

         This contract  shall inure to the benefit of, and be binding upon,  the
Company,  its  successors  and  assigns,  including,   without  limitation,  any
corporation  which may acquire all or substantially  all of the Company's assets
and business or into which the Company may be  consolidated  or merged,  and the
Employee, his heirs,  executors,  administrators and legal representatives.  The
Employee  may  assign  his right to  payment,  and his  obligations,  under this
Contract.

         17.      Applicable Law.

         This Contract shall be governed by the laws of the State of Minnesota.


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<PAGE>

         18.      Other Agreements.

          This  Contract  supersedes  all prior  understandings  and  agreements
between the parties.  It may not be amended orally, but only by a writing signed
by the parties hereto.


         19.      Non-waiver.

         No delay or failure by either party in exercising  any right under this
Contract,  and no partial or single exercise of that right,  shall  constitute a
waiver of that or any other right.

         20.      Headings.

         Headings in this  Contract  are for  convenience  only and shall not be
used to interpret or construe its provisions.

         21.      Counterparts.

         This  Contract  may be  executed in two or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

ProUroCare Medical Inc.


By /s/ Maurice R. Taylor II
   ----------------------------
Its CEO


AND /s/ Alex Nazarenko
    ---------------------------
Its Chairman, Compensation Committee


EMPLOYEE


/s/ Michael P. Grossman
--------------------------
Michael P. Grossman


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