LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS

Exhibit 10.1

LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS

     THIS LIMITED WAIVER AND AMENDMENT to Loan Documents (this “Amendment”) is entered into as of February 26, 2009 by and between SILICON VALLEY BANK, a California corporation (“Bank”), and ENDOCARE, INC., a Delaware corporation (“Borrower”), whose chief executive office is located at 201 Technology Drive, Irvine, California 92618.

Recitals

      A.  Borrower and Bank are parties to that certain Loan and Security Agreement, with an Effective Date of October 26, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).

      B.  Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

      C.  Borrower has requested that Bank amend the Loan Agreement, as herein set forth, and Bank has agreed to the same, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth herein.

Agreement

      Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

      1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

      2. Amendment to Loan Documents.

           2.1 Limited Waiver Regarding Tangible Net Worth Defaults. Borrower is currently in default of the Loan Agreement for failing to comply with the Tangible Net Worth Financial Covenant set forth in Section 6.9(a) of the Loan Agreement for the compliance period ending December 31, 2008 (the “Existing TNW Default”). Borrower has advised Bank that Borrower anticipates that it shall be in default of the Loan Agreement for failing to comply with the Tangible Net Worth Financial Covenant set forth in Section 6.9(a) of the Loan Agreement for the compliance period ending January 31, 2009 (the “Anticipated TNW Default” and together with the “Existing TNW Default, hereinafter, the “TNW Defaults”). Bank and Borrower agree that the Borrower’s TNW Defaults are hereby waived. It is understood by the parties hereto, however, that such waiver does not constitute a waiver of any other provision or term of the Loan Agreement or any related document, nor an agreement to waive in the future this covenant or any other provision or term of the Loan Agreement or any related document.

           2.2 Modified Tangible Net Worth Financial Covenant. The Tangible Net Worth Financial Covenant set forth in Section 6.9(a) of the Loan Agreement is hereby amended in its entirety to read as follows:

(a) Tangible Net Worth . A Tangible Net Worth of at least the sum of the following (the “ Required TNW Amount ”): (a) the TNW Base Amount (as defined below), plus (b) 25% of all consideration received after January 1, 2009 for issuances of Endocare’s equity securities and the principal amount of Subordinated Debt of the Borrower, plus (c) 25% of the Endocare’s positive consolidated Net Income in each fiscal quarter ending after January 1, 2009.

As used herein, the term “ TNW Base Amount ” means, as of any date of determination:

(a) < $1,500,000 > with respect to the month ending February 28, 2009;

(b) < $2,000,000 > with respect to the month ending March 31, 2009; and

(c) < $2,500,000 > with respect to the month ending April 30, 2009.

Increases in the Required TNW Amount based on consideration re