IRREVOCABLE WAIVER AND TERMINATION AGREEMENT

Exhibit 10.1

IRREVOCABLE WAIVER AND TERMINATION AGREEMENT

      THIS IRREVOCABLE WAIVER AND TERMINATION AGREEMENT (this “Termination Agreement”) is executed and delivered on August 21, 2008 by and between Endocare, Inc., a Delaware corporation (“Endocare”), and John V. Cracchiolo, an individual resident of the State of Nevada (“Cracchiolo”).

      WHEREAS, Cracchiolo was previously an employee and executive officer of Endocare; and

      WHEREAS, Cracchiolo’s employment with Endocare was terminated in 2003 and Cracchiolo ceased to serve as an executive officer of Endocare in 2003; and

      WHEREAS, during his employment with Endocare, Cracchiolo and Endocare executed and delivered an Employment Agreement, dated March 3, 2003 (the “Employment Agreement”), which replaced a prior employment agreement; and

      WHEREAS, during his employment with Endocare, Cracchiolo and Endocare executed and delivered an Indemnification Agreement, dated October 30, 2001 (the “Indemnification Agreement”); and

      WHEREAS, Cracchiolo is currently a defendant in the criminal case captioned United States of America v. Paul Mikus, et al. (Case No. CR07-0060 JVS) (the “Criminal Case”) and in the civil case captioned Securities and Exchange Commission v. Paul W. Mikus and John V. Cracchiolo (Case No. SACV 06-734 JVS (MLGx)) (the “Civil Case”); and

      WHEREAS, pursuant to Section 11(a) of the Indemnification Agreement Endocare has been advancing Expenses (as defined in the Indemnification Agreement) on Cracchiolo’s behalf in connection with Criminal Case and the Civil Case; and

      WHEREAS, in connection with the termination of his employment, Endocare paid to Cracchiolo a severance and relocation allowance (collectively, the “Severance Amount”) pursuant to Section 3(c)(i) of the Employment Agreement; and

      WHEREAS, Section 3(c)(vii) of the Employment Agreement provides that Cracchiolo shall be liable to repay to Endocare the Severance Amount upon either: (a) the conviction of Cracchiolo in a court of law, or entering a plea of guilty or no contest to, any crime directly relating to Cracchiolo’s activities on behalf of Endocare; or (b) successful prosecution of an enforcement action by the Securities and Exchange Commission against Cracchiolo relating to Cracchiolo’s activities on behalf of Endocare; and

      WHEREAS, Section 11 of the Indemnification Agreement provides that Cracchiolo shall reimburse Endocare for all Expenses advanced by Endocare in certain circumstances; and

      WHEREAS, Endocare is willing to irrevocably waive its repayment and reimbursement rights under the Employment Agreement and the Indemnification Agreement if Cracchiolo agrees to terminate the Indemnification Agreement in its entirety and to irrevocably waive and release any right to have Endocare pay any Expenses or other amounts incurred on or after August 29, 2008;

      NOW, THEREFORE, for good and valuable con