ASSET PURCHASE AGREEMENT



        THIS ASSET PURCHASE AGREEMENT ("Agreement") is dated as of the 6th day

of February, 2002 ("Effective Date"), by and between Gary M. Onik, M.D., an

individual, and any person or entity that directly, or indirectly through one or

more intermediaries, controls or is controlled by or is under common control

with Dr. Onik (collectively, "Assignor") and Endocare, Inc., a Delaware

corporation (the "Company").



        WHEREAS, the Company is a medical device company in the business of

developing urological healthcare technologies with the potential to dramatically

improve men's health and quality of life.



        WHEREAS, Assignor is a medical physician by trade, but during a period

ended at least one year prior to the date hereof Assignor developed intellectual

property rights, hereinafter described, as a by-product of his profession as a

physician, and the parties acknowledge that Assignor is not and never has been a

professional developer of intellectual property rights or know-how.



        WHEREAS, pursuant to the terms and conditions of this Agreement,

Assignor wishes to sell to the Company, and the Company desires to purchase from

Assignor all of Assignor's right, title and interest in and to all of Assignor's

intellectual property rights related to clinical experience and proprietary

surgical techniques relating to the fields of cryosurgery, nerve-sparing

cryosurgical procedures, tissue ablation (excluding electroporation) and

urological imaging (excluding electrical impedance tomography).



        WHEREAS, in connection with the sale of the assets, Dr. Onik will

continue his service as a consultant of the Company.



        NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:



        1. Purchase and Sale. Pursuant to the terms set forth herein, Assignor

hereby sells, assigns, transfers and conveys to the Company, and the Company

purchases and accepts, all of Assignor's right, title and interest throughout

the world in and to all industrial and intellectual property rights relating to

the "Technology" as used in the Business (as defined in Section 16, below)

(collectively, "Rights") (as such "Technology" is described in Schedule A),

including but not limited to the following:



           (a) all patents and patent applications, and any and all patents that

are or may be granted therefrom, whether in the United States or any other

country or jurisdiction, including, without limitation, any continuations,

continuations-in-part, divisions, reissuances, reexaminations, renewals,

revisions and extensions thereof;



           (b) all trademarks, service marks, trade names, domain names, logos,

and trade dress, together with all translations, adaptations, derivations and

combinations thereof, including all registrations and applications for

registration in the United States or any other country or jurisdiction

pertaining to the same, and any common law rights therein and goodwill

associated therewith;



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           (c) all copyrighted or copyrightable works, including all copyright

registrations or applications therefor (along with any rights of renewal or

extension) in the United States or any other country or jurisdiction;



           (d) all computer software (including, without limitation, source and

object code), including any proprietary rights therein and all related

documentation and other materials related to the computer software (in whatever

medium or form);



           (e) all rights of paternity, integrity, disclosure and withdrawal and

any other rights that may be know as or referred to as "moral rights";



           (f) all database technologies, systems, structures and architectures;



           (g) all trade secrets, know-how, technology and other confidential

business information relating to the Business (including, without limitation,

product specifications, data, formulae, algorithms, compositions, processes,

designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,

past, current and planned research and development, customer lists, customer

files, current and anticipated customer requirements, price lists, market

studies, marketing materials and business methods and plans), however embodied

or documented;



           (h) all information concerning the Business and the affairs of

Assignor related to the Business (including, without limitation, financial

projections and budgets, historical and projected sales, capital spending

budgets and plans, personnel training and policy documentation), however

documented;



           (i) all notes, analysis, compilations, studies, summaries, and other

material prepared by or for Assignor containing or based, in whole or in part,

on any information included in any of the foregoing subsections (a) through (a),

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