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 October 14, 2008 by and between Endocare, Inc., a Delaware corporation (“Endocare”), and Paul W. Mikus, an individual resident of the State of California (“Mikus”) (together, the “Parties”).

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

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

      WHEREAS, in connection with the termination of Mikus’s employment with Endocare, Mikus and Endocare executed and delivered a Separation Agreement, dated July 31, 2003 (the “Separation Agreement”), and a Consulting Agreement, dated July 31, 2003 (the “Consulting Agreement”); and

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

      WHEREAS, Mikus 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 Mikus’s behalf in connection with the Criminal Case and the Civil Case; and

      WHEREAS , on October 6, 2008, Mikus entered a guilty plea in the Criminal Case, pursuant to which he will be required to pay restitution to Endocare; and

      WHEREAS, in connection with the termination of his employment, Endocare paid to Mikus a severance amount (the “Severance Amount”) pursuant to Section 1 of the Separation Agreement and a consulting fee (the “Consulting Fee”) pursuant to Section 2 of the Consulting Agreement; and

      WHEREAS, Section 1 of the Separation Agreement provides that Mikus shall be liable to repay to Endocare the Severance Amount and Section 2(a) of the Consulting Agreement provides that Mikus shall be liable to repay to Endocare the Consulting Fee, in each case upon either: (a) the conviction of Mikus in a court of law, or entering a plea of guilty or no contest to, any crime directly relating to Mikus’s activities on behalf of Endocare during his employment with Endocare; or (b) successful prosecution of an

enforcement action by the Securities and Exchange Commission against Mikus directly relating to Mikus’s activities as an employee and executive officer of Endocare; and

      WHEREAS, Section 11 of the Indemnification Agreement provides that Mikus 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 Separation Agreement, Consulting Agreement and the Indemnification Agreement if Mikus 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 July 31, 2008;

      NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Endocare and Mikus hereby agree as follows:

      1.  Termination of Endocare Severance Recapture Rights . Effective July 31, 2008, the third sentence of Section 1 of the Separation Agreement and the second sentence of Section 2(a) of the Consulting Agreement are hereby terminated in their entirety and rendered of no further force or effect whatsoever. Effective July 31, 2008, Endocare hereby irrevocably waives any right to receive repayment of the Severance Amount and the Consulting Fee.

      2.  Termination of Indemnification Agreement . Effective July 31, 2008, the Indemnification Agreement is hereby terminated and rendered of no further forc