**Exhibit 4.1**

** **

**THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OFTHIS WARRANT (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANYSTATE SECURITIES OR BLUE SKY LAWS (“BLUE SKY LAWS”).  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES OR ANYINTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE BLUE SKYLAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH BOTH AN OPINION OFCOUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THECOMPANY, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THEAVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT ANDAPPLICABLE BLUE SKY LAWS, AND ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT,PLEDGE, HYPOTHECATION OR OTHER DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITHTHE CONDITIONS OF ANY SUCH REGISTRATION OR EXEMPTION.**

** **

**FORM OF WARRANT**

**FOR**

**SHARES OF COMMON STOCK**

**OF**

**PROUROCARE MEDICAL INC.**

 
| **Warrant No.** | ** ** | **Golden Valley, Minnesota** |
|-----------------|------------|------------------------------|
| ** **      | ** ** | **April 3,  2008**      |

 

FOR VALUE RECEIVED,**                            **, or his successors or assigns (“Holder”),is entitled to subscribe for and purchase from ProUroCare Medical Inc., aNevada corporation (the “Company”), up to **Twenty-FiveThousand (25,000)** fully paid and non-assessable shares of theCompany’s common stock, $0.00001 par value per share (the “Common Stock”),at the price of $1.50 per share, subject to adjustments as noted in section 3below (the “Warrant Exercise Price”).

 

This warrant maybe exercised by Holder at any time or from time to time on or prior to the **fifth** anniversary of the date hereof.

 

This warrant is subjectto the following provisions, terms and conditions:

 

1.             Exercise of Warrant.  The rights represented by this warrant may beexercised by the Holder, in whole or in part, by written notice of exercisedelivered to the Company at least three days prior to the intended date ofexercise and by the surrender of this warrant (properly endorsed if required)at the principal office of the Company and upon payment to it by cash,certified check or bank draft of the purchase price for such shares. The sharesso purchased shall be deemed to be issued as of the close of business on thedate on which this warrant has been exercised by its surrender and payment tothe Company of the Warrant Exercise Price. Certificates for the shares of stock so purchased, bearing therestrictive legend set forth in Section 5 of this warrant, shall bedelivered to the Holder within 15 days after the rights represented by thiswarrant shall have been so exercised, and, unless this warrant has expired, anew warrant representing the number of shares, if 

 

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any, with respect to which this warrant has not been exercised shallalso be delivered to the Holder within such time.  No fractional shares shall be issued upon theexercise of this warrant.

 

2.             Certain Covenants of theCompany.  The Company covenants andagrees that all shares that may be issued upon the exercise of the rightsrepresented by this warrant shall, upon issuance, be duly authorized andissued, fully paid and non-assessable shares. The Company further covenants and agrees that during the period withinwhich the rights represented by this warrant may be exercised, the Company willat all times have authorized, and reserved for the purpose of issue or transferupon exercise of the subscription rights evidenced by this warrant, asufficient number of shares of Common Stock to provide for the exercise of therights represented by this warrant.

 

3.             Adjustment of Exercise Price andNumber of Shares.  The number ofshares the Holder may purchase and the Warrant Exercise Price shall be subjectto adjustment from time to time as hereinafter provided in this section 3.

 

(a)           Stock Dividend, Stock Split orStock Combination.  If the Company atany time divides the outstanding shares of its Common Stock into a greaternumber of shares (whether pursuant to a stock split, stock dividend orotherwise), and conversely, if the outstanding shares of its Common Stock arecombined into a smaller number of shares, the Warrant Exercise Price in effectimmediately prior to such division or combination shall be proportionatelyadjusted to reflect the reduction or increase in the value of each such CommonStock.

 

(b)           Effect of Reorganization,Reclassification or Merger.  If anycapital reorganization or reclassification of the capital stock of the Company,or consolidation or merger of the Company with another corporation, or the saleof all or substantially all of its assets to another corporation shall beeffected in such a way that holders of the Common Stock shall be entitled toreceive stock, securities or assets with respect to or in exchange for suchCommon Stock, then, as a condition of such reorganization, reclassification,consolidation, merger or sale, the Holder shall have the right to purchase andreceive upon the basis and upon the terms and conditions specified in thiswarrant and in lieu of the shares of the Common Stock immediately theretoforepurchasable and receivable upon the exercise of the rights represented hereby,such shares of stock, other securities or assets as would have been issued ordelivered to the Holder if it had exercised this warrant and had received suchshares of Common Stock prior to such reorganization, reclassification,consolidation, merger or sale.

 

(c)           Notice of Adjustment.  Upon any adjustment of the Warrant ExercisePrice, the Company shall give written notice thereof, by first class mail,postage prepaid, addressed to the registered Holder of this warrant at theaddress of such Holder as shown on the books of the Company, which notice shallstate the Warrant Exercise Price resulting from such adjustment and theincrease or decrease, if any, in the number of shares purchasable at such priceupon the exercise of this warrant, setting forth in reasonable detail themethod of calculation and the facts upon which such calculation is based.

 

4.             No rights as Shareholder.  This warrant shall not entitle the Holder toany voting rights or other rights as a shareholder of the Company.

 

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5.             Application of Restrictions ofTransfer.

 

### (a)           No transfer of this warrant may becompleted unless and until (i) the Company has received an opinion ofcounsel for the Company that such securities may be sold pursuant to anexemption from registration under the Securities Act of 1933, as amended (the “SecuritiesAct”), or (ii) a registration statement relating to this warrant hasbeen filed by the Company and declared effective by the Commission.  Subject to the foregoing, this warrant and allrights hereunder are transferable, in whole or in part, at the principal officeof the Company by the Holder in person or by duly authorized attorney, uponsurrender of this warrant properly endorsed to any person or entity whorepresents in writing that he/she/it is acquiring the warrant for investmentand without any view to the sale or other distribution thereof.  Each Holder of this warrant, by taking orholding the same, consents and agrees that the bearer of this warrant, whenendorsed, may be treated by the Company and all other persons dealing with thiswarrant as the absolute owner hereof for any purpose and as the person entitledto exercise the rights represented by this warrant or perform the obligationsrequired hereby, or to the transfer hereof on the books of the Company, anynotice to the contrary notwithstanding; but until such transfer on such books,the Company may treat the registered owner hereof as the owner for allpurposes.

###  

(b)           In no event shall the Holder(s) sellany shares of Common Stock that are issued upon the exercise of the rightsrepresented by this warrant within 180 days following the effective date of aninitial public offering of the Common Stock of the Company.

 

### (c)           Each certificate for shares issuedupon the exercise of the rights represented by this warrant shall bear a legendas follows unless, in the opinion of counsel to the Company, such legend is notrequired in order to ensure compliance with the Securities Act:

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“**THE SECURITIES EVIDENCED BYTHIS CERTIFICATE WERE ISSUED, AND THE SECURITIES ISSUABLE IN CONNECTION WITHTHE CONVERSION OF SUCH SECURITIES WILL BE ISSUED, IN A TRANSACTION EXEMPT FROMREGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATESECURITIES LAWS, AND IN RELIANCE UPON THE HOLDER’S REPRESENTATION THAT SUCHSECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE.  NO TRANSFER OF THE SECURITIES OR THESECURITIES ISSUABLE IN CONNECTION WITH THE CONVERSION OF SUCH SECURTITIES MAY BEMADE ON THE BOOKS OF THE COMPANY UNLESS (i) SUCH TRANSFER IS MADE PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, ASAMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (ii) UNLESS THE HOLDERSHALL HAVE PROVIDED THE COMPANY WITH AN OPINION OF COUNSEL REASONABLYACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.**”

 

6.             Governing Law.  This Warrant shall be governed by andconstrued in accordance with the laws of the State of Minnesota without regardto its conflicts-of-law provisions.

 

7.             Amendments and Waivers.  The provisions of this Warrant may not beamended, modified or supplemented, and waiver or consents to departures fromthe provisions hereof 

 

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may not be given, unless the Company agrees in writing and has obtainedthe written consent of the Holder.

 

8.             Successors and Assigns.  All the terms and conditions of this Warrantshall be binding upon and inure to the benefit of the permitted successors andassigns of the Company and the Holder.

 

9.             Headings and References.  The headings of this Warrant are forconvenience only and shall not affect the interpretation of this Warrant.  Unless the context indicates otherwise, allreferences herein to Sections are references to Sections of this Warrant.

 

10.           Notices.  All notices or communications hereunder,except as herein otherwise specifically provided, shall be in writing.  Notices sent to the Holder shall be mailed,hand delivered or faxed and confirmed to the Holder at his, her or its addressset forth in the Company’s records. Notices sent to the Company shall be mailed, hand delivered or faxed andconfirmed to ProUroCare Medical Inc., 5500 Wayzata Blvd., Suite 310,Golden Valley, Minnesota 55416, or to such other address as the Company or theHolder shall notify the other as provided in this Section.

 

IN WITNESSWHEREOF, the Company has caused this warrant to be signed and delivered by itsduly authorized officer.

 

 

Dated: April 3, 2008.

 
|   | **PROUROCARE MEDICAL INC.:** |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          |   |
|   | Name:                        | Richard C. Carlson |
|   | Title:                       | Chief Executive Officer |
|        |                              |  |  |

 

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WARRANT EXERCISE(CASH/CHECK)

 

(To be signed only uponexercise of warrant for cash/check)

 

The undersigned,the holder of the foregoing warrant, hereby irrevocably elects to exercise thepurchase right represented by such warrant for, and to purchase thereunder,                            of the shares of Common Stock ofProUroCare Medical Inc. to which such warrant relates and herewith makespayment of $                       therefor in cash or by check andrequests that the certificates for such shares be issued in the name of, and bedelivered to                                                              ,whose address is set forth below the signature of the undersigned.

 

 
| Dated: |        |   |   |
|--------|-------------|--------|--------|
|   | (Signature) |

 

INSTRUCTIONS FORREGISTRATION OF SECURITIES

 
| Name and Address: |                                         |
|-------------------|----------------------------------------------|
|              |                                         |
|              |                                         |
|              | (please typewrite or print in block letters) |

 

WARRANT ASSIGNMENT

 

(To be signed only upontransfer of warrant)

 

FOR VALUE RECEIVED,                                                                         herebysells, assigns and transfers unto:

 
| Name and Address: |                                         |
|-------------------|----------------------------------------------|
|              |                                         |
|              |                                         |
|              | (please typewrite or print in block letters) |

 

the right to purchase                    shares of Common Stock as represented by this warrant to the extent of                        shares of Common Stock and as to which such right is exercisable and doeshereby irrevocably constitute and appoint                                                  attorney, to transfer the same on the books of the Company with full power ofsubstitution in the premises.

 
| Dated: |        |   |   |
|--------|-------------|--------|--------|
|   | (Signature) |

 

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