TBCC
                           AMENDMENT TO LOAN AGREEMENT

BORROWER:          ENDOCARE,  INC.
ADDRESS:          7  STUDEBAKER
               IRVINE,  CALIFORNIA  92618
DATE:               APRIL  24,  2000

     THIS  AMENDMENT  TO  LOAN AGREEMENT (the "Amendment") is entered into as of
the above date between TRANSAMERICA BUSINESS CREDIT CORPORATION ("TBCC") and the
borrower  named  above  ("Borrower")  with  respect  to  the  Loan  and Security
Agreement between TBCC and Borrower dated July 29, 1999 (as amended from time to
time,  the "Loan Agreement").  (This Amendment, the Loan Agreement, the Schedule
to the Loan Agreement (the "Schedule"), and all other documents, instruments and
agreements  between TBCC and the Borrower are referred to herein collectively as
the  "Loan  Documents").  Capitalized  terms  used  but  not  defined  in  this
Amendment,  shall have the meanings set forth in the Loan Agreement. The parties
hereto  desire  to amend the Loan Agreement as set forth herein, effective as of
the  date  hereof.

     1.     MODIFIED  CREDIT  LIMIT.  The  section  of  the  Schedule  to  Loan
Agreement  entitled  "1.  Credit  Limit  (Section 1.1)" is hereby amended in its
entirety  to  read  as  follows:

     "1.  CREDIT  LIMIT  (Section  1.1):

          An  amount  (the  "Credit  Limit")  not  to  exceed  the  lesser  of:
$5,000,000  at  any  one  time  outstanding;  or  the  sum of (a) and (b) below:
(a)     Loans (the "Formula Loans") in an amount not to exceed 80% of the amount
of  Borrower's  Eligible  Receivables (as defined in Section 9.1(n) above); plus
(b)     Loans  (the  "Non-Formula  Loans")  in  an  amount  equal to $4,000,000.
Loans  made  to  the  Borrower will first be Formula Loans to the extent Formula
Loans  are  available  to  Borrower  (based  on  the  most recent Borrowing Base
Certificate  provided  by  Borrower  to  TBCC  under  the  Streamlined  Facility
Agreement  of  even date), and next Non-Formula Loans to the extent available to
Borrower."

     2.     INTEREST.  The  section  of  the Schedule to Loan Agreement entitled
"2.  INTEREST  (Section  2.1)"  is  hereby  amended  in  its entirety to read as
follows:.
"2.  INTEREST.  (Section  2.1):  The  interest  rate  in  effect throughout each
calendar  month  during  the  term  of this Agreement shall be the highest "Base
Rate"  in  effect  during  such  month,  plus
(a)  In  the  case  of  Formula  Loans,  2%  per  annum,  and
(b)  In  the  case  of  Non-Formula  Loans,  3.5%  per  annum;
provided that the interest charged for each month shall be a minimum of $10,000,
regardless  of  the  amount  of  the Obligations outstanding.  Interest shall be
calculated on the basis of a 360-day year for the actual number of days elapsed.
"Base  Rate"  shall  mean the highest prime, base or equivalent rate of interest
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announced  from  time  to time by Citibank, N.A., First National Bank of Chicago
 -
and  Bank of America, N.A. (which may not be the lowest rate of interest charged
 -
by  such  bank)."
     3.     REVISED  TERMINATION FEE.  That portion of section 3 of the Schedule
to  Loan  Agreement  regarding  Fees  relating  to  the Termination Fee (Section
1.6(b))  is  hereby  amended  to  read  as  follows:
"Termination  Fee  (Section  1.6(b)):  An  amount equal to $10,000 multiplied by
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each  month  (or  portion thereof) from the effective date of termination to the
 --
Maturity  Date, provided that the Termination Fee shall not exceed $90,000.  The
 -
Termination  Fee  shall  be  payable  on  the  date  of  termination."

     4.     NEW  WARRANTS.  Concurrently  herewith, and as one of the conditions
precedent  to  the  effectiveness  hereof, Borrower shall execute and deliver to
TBCC  (or  an  affiliate of TBCC as TBCC shall identify), additional warrants to
purchase  10,390  shares of common stock of the Borrower at an initial per share
exercise  price  of  $15.40.

     5.     FEE.  In  consideration  of  TBCC  entering  into  this  Agreement,
Borrower  has  paid  TBCC  a  fee  in  the  amount  of  $20,000,  which shall be
non-refundable  and  in  addition to all interest and other fees payable to TBCC
under  the  Loan  Documents.

     6.     GENERAL  PROVISIONS.  This  Agreement,  the  Loan Agreement, and the
other Loan Documents set forth in full all of the representations and agreements
of the parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and under-standings between the parties
with  respect to the subject hereof.  Except as herein expressly amended, all of
the  terms  and  provisions  of  the Loan Agreement and the other Loan Documents
shall  continue  in  full  force and effect and the same are hereby ratified and
confirmed.  This  Agreement may be executed in any number of counterparts, which
when  taken  together  shall  constitute  one  and  the  same  agreement.

Borrower:                                 TBCC:

ENDOCARE,  INC.                           TRANSAMERICA  BUSINESS  CREDIT
                                          CORP

By:       By: /s/  Paul  W.  Mikus        By: /S/
                 ----------------------          --------------------
Title:   Chief  Executive  Office         Title:


          By: /s/  William  R.  Hughes
                 ----------------------
Title:    Sr.  Vice  President  and
          Chief  Financial  Officer


<PAGE>


                                GUARANTOR CONSENT
The  undersigned  guarantor  acknowledges  that  its  consent  to  the foregoing
Amendment  is not required, but the undersigned nevertheless does hereby consent
to  the  foregoing  Amendment  and  to  the documents and agreements referred to
therein  and  to  all  future  modifications  and  amendments  thereto,  and any
termination  thereof,  and to any and all other present and future documents and
agreements between or among the fore-going parties.  Nothing herein shall in any
way  limit  any  of  the  terms  or provisions of the Continuing Guaranty of the
undersigned, all of which are hereby ratified and affirmed. Nothing herein shall
imply  any  obligation  on  the  part  of any party to obtain the consent of the
undersigned  to any future transaction, whether or not similar to the foregoing.

                                       Advanced  Medical  Procedures,  Inc.

                                       By:     /s/  William  R.  Hughes
                                                   ----------------------
                                       Title:  Sr.  Vice  President  and
                                               Chief  Financial  Officer