Exhibit 10.1

                              EMPLOYMENT AGREEMENT

         THIS  AGREEMENT,  made effective as of the first day of January,  2005,
entered into by and between ProUroCare Medical,  Inc., a Nevada corporation (the
"Company"), and Maurice R. Taylor, II (the "Employee").

         WHEREAS,  the Company desires to continue to employ the Employee as its
Chairman 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  continues  the  Employee's  employment,  and  the
Employee  hereby  accepts  and agrees to  continue  to serve the  Company as the
Company's Chairman and Chief executive  Officer.  The Employee's duties shall be
as  described in the  Company's  by-laws and to direct the  Company's  strategic
initiatives, oversee its operations, manage the Company's relationships with the
investment  community,  participate in recruiting senior  management,  and other
duties 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 a majority  of his time and  attention,  to the  Company's  affairs.  The
Company  recognizes  the Employee's  time  commitment  and  responsibilities  as
Chairman of CHdiagnostics,  Clinical Network,  and as a Board member of Whittier
Scripps Institute.

         2.       TERM.

         The term of this  Agreement and the  Employee's  employment  under this
Agreement shall commence on January 1, 2005, and shall continue thereafter for a
period of two years. 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 6.

         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 an  annualized  base  salary  of
         $190,000 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.

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                  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 75%  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 6, under  termination  of  Agreement.
         Stock Options  shall be issued to the Employee 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.

                  In addition,  the Company shall secure and pay the premium for
         a Term Life insurance  policy  assignable to the Employee in the amount
         of three times the Employee's annual compensation.

         4.       EXPENSES.

         The  Company  will  reimburse  the  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 the Employee of appropriate  substantiation  for such
expenses.

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         5.       DISABILITY.

         Not withstanding any other provision of this Agreement, if the 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
the Employee the compensation provided in this Agreement for any period of total
disability during such year in excess of 120 days. In such event, the 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,  the  Employee  may  continue to receive the
Company'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,  the 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 the
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 the Employee is totally disabled,  the 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 the 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.

         6.       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 the Employee's
         death,  the  Company  agrees  to  make  termination   payments  to  the
         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 the Employee's death occurred.  Additionally, any unexercised,
         vested stock options which were  available to the Employee  immediately
         prior  to date of  death  shall  be  exercisable  by  beneficiaries  in
         accordance  with the  Company's  stock  option plan.  In addition,  the
         Employee's designated  beneficiaries may, at their option,  continue to

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         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, which ever is earlier.

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

                  D. At the Company's  option,  if the 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 the
         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
         the Employee's position (except as a result of any disabling injury for
         which the Employee has been  receiving  benefits  under a short term or
         long term disability program); and

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

                           3. If the Employee materially breaches the 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 the Employee's consent,

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

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

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

                  The effective date of a change in employment shall be the date
         the 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 the  Employee  is  notified of the change in

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         employment.  Failure to treat a particular  change in  employment  as a
         termination of employment shall not preclude the Employee from treating
         a subsequent change of employment as a termination of employment.

                  G.       Termination Payments.

                  In the event the  Employee's  employment  with the  Company is
         terminated  without  cause,  or a change in  employment  occurs and the
         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) The 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 the  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 the 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 sum; and all unvested  stock options held by the Employee  shall
         immediately vest and the Employee shall have one year which to exercise
         said options before expiration.

                           (b)  The  Employee  shall  be  entitled  to  continue
         participation  in he 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 6G, the Company  agrees that in the event of a dispute by
         the Employee over any terms or provisions  contained in this Agreement,
         or  interpretation  thereof,  the Company will pay all reasonable legal
         expenses incurred by the Employee as a result of the 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

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         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,  the Employee is terminated  without cause, or the Employee is
         asked  by  the  Board  to  assume  a  position,  duties,  or  level  of
         responsibility which are unacceptable to the Employee,  or the 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  the  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 the
         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 the 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 at the request of the  Employee  in a lump sum;  and all
         unvested stock options held by the 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 the  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 6,  Employee's  years of
         service shall be computed  using January 1, 2002 as the date of initial
         service.

         7. COVENANT NOT TO COMPETE.

         The 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,  the Employee  shall not be engaged  within the

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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,  the  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 the 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 6 shall be  immediately
discontinued.

         Additionally,  at the option of the Board of Directors, the Company may
choose 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,  the 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.

         8.       CONFIDENTIALITY.

         The Employee  will,  in the course of his  employment  with the Company
have access to confidential and proprietary data or information belonging to the
Company.  The 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 the  Employee's  employment  hereunder
regardless of the cause of  termination  of employment  or this  Agreement.  The
phrase  "confidential or proprietary data 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. The Employee  acknowledges and agrees that any confidential or
proprietary  information  that the  Employee  has already  acquired  was in fact
received in confidence in the Employee's  fiduciary capacity with respect to the
Company.

         All written  materials,  records and  documents  made by the Company or
coming into the 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
the  Employee's  employment  for any  reason,  or upon  request  of the Board of
Directors during the Employee's employment,  the Employee shall promptly deliver
the  same to the  Company.  In  addition,  upon  termination  of the  Employee's

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employment for any reason,  or upon request of the Board of Directors during the
Employee's  employment,  the  Employee  shall  deliver to the Company all of the
property of the Company in the  Employee's  possession  or under the  Employee's
control,  including,  but not limited to,  financial  statements,  marketing and
sales data, computers, and Company credit cards.

         9. OTHER BUSINESS ACTIVITIES.

         The  Employee  shall not serve as an  officer  or  director  of another
company,  whether for  compensation  or otherwise,  requiring  more than nominal
duties by the Employee,  during the term of this  Agreement  without the express
prior written consent of the Company's Board of Directors.  The Employee may not
serve as an officer or director of any other organization  without express prior
written approval by the Company's Board of Directors,  except for the Employee's
current  affiliation  with  CHdiagnostic,  Clinical  Network,  and the  Whittier
Scripps Institute.

         10. INVENTIONS AND PATENTS.

         The  Employee  agrees to  assign  all  rights,  ownership  and  related
privileges and benefits  associated  with inventions and patents to the Company.
The Employee agrees that any inventions or patents  obtained in association with
ideas or concepts  initiated by the 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.

         11. 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.

         12. COOPERATION IN CLAIMS.

         Both during employment and post employment, the 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 the  Employee  is deemed by the
Company  to be a  material  witness  or  affiant,  the  Employee  agrees to make
reasonable  and best efforts to cooperate  with the Company in such matters.  If
the Employee is no longer employed, Company will reimburse the Employee for time
and expenses incurred as a result of cooperation for this purpose.

         13.      INDEMNIFICAION.

         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.

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         14.      NOTICES.

         All notices, requests, demands and other communications provided for by
this  Agreement  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:

         Maurice R. Taylor, II
         550 E. Long Lake Road
         Wayzata, MN  55391

         If to the Company:

         Chairman of the Compensation Committee
         ProUroCare Medical, Inc.
         One Carlson Parkway, Suite 124
         Plymouth, MN  55447

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

         15. SUCCESSORS AND ASSIGNS.

         This Agreement  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
Agreement.

         16. APPLICABLE LAW.

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

         17. OTHER AGREEMENTS.

         This  Agreement  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.

         18. NON-WAIVER.

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

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         19.      HEADINGS.

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

         20.      COUNTERPARTS.

         This  Agreement  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/Alex Nazarenko
    -----------------------------
    Alexander Nazarenko
    Its: Chairman, Compensation Committee


EMPLOYEE


         /s/ Maurice r. Taylor II
-----------------------------------------
         Maurice R. Taylor, II


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