**Exhibit4.1**

*THESECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, OR APPLICABLE STATE SECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BEOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISEDISPOSED OF, AND NO TRANSFER OF THE SECURITIES WILL BE MADE BY THE COMPANY ORITS TRANSFER AGENT, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OFCOUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.*

***P******RO******U******RO******C******ARE******M******EDICAL******I******NC.***

***FORMOF10% UNSECURED CONVERTIBLE SUBORDINATED DEBENTURE***
|  Principal: $            | March 21, 2007      |
|-------------------------------|---------------------|
|  Debenture  Number— | Plymouth, Minnesota |

 

**For Value Received**,the undersigned, **ProUroCareMedical Inc.**, organized and validly existing under thelaws of the State of Nevada, whose mailing address is One Carlson Parkway,Suite 124, Plymouth, Minnesota 55447, and its successors and assigns (the “**Maker**”), hereby unconditionallypromises to pay to the order of                                   ,a resident of the State of                ,having a mailing address of                                               and his successors and assigns (the “**Holder**”),at such place as may be designated from time to time by the Holder, the principalsum of $                        the original principal balance hereof, together with all accrued and unpaidinterest thereon in accordance with the terms of this 10% Unsecured ConvertibleSubordinated Debenture (this “**Debenture**”).   This Debenture has been issued uponsurrender of the 10% Unsecured Convertible Subordinated Debenture (the “**Original Debenture**”) dated                                  (the “**Original Issuance Date**”)issued by Maker to Holder and reflects the agreement between Maker and Holderto amend and restate certain terms of the Original Debenture.

The parties acknowledge that the Original Debenturewas issued as one in a series of Original Debentures in connection with a$2,000,000 private placement of Original Debentures (subject to possibleincrease in the sole discretion of the Maker without notice) conducted by theMaker (the “**Placement**”).  The Original Debentures issued in thePlacement were issued pursuant to the Holders’ personal guarantees providingcredit enhancement to and support for up to a $6,000,000 senior credit facilityof Maker (the “**Senior Credit Facility**”).  The Debenture and all other Debentures issuedupon surrender of Original Debentures issued in the Placement have identicalterms and provisions (except for the specific sums at issue) and are due andpayable in full in thirty six (36) months from the Original Issuance Date ofthe Original Debenture.  This Debentureis being issued pursuant to and is subject to the

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terms and provisions of a Subscription and Representation Agreementbetween the Maker and Holder (the “**Subscription Agreement**”).The provisions of the Holder’s Subscription Agreement are incorporated hereinby reference with the same force and effect as if fully set forth herein.

Acceptance of this Debenture by the Holder shall be deemed agreement bythe Holder of the terms included or incorporated in this Debenture.  All payments under this Debenture shall bemade in U.S. dollars and by check mailed by the Maker to the address of theHolder set forth above.

**1.  Interest Payment;Maturity; Subordination**.

## (a)          InitialPeriod.  From the Original Interest Date to May 31,2006 (the “**InitialPeriod**”), this Debentureaccrued interest on the outstanding principal balance at an annual rate of 10%and interest was paid to Holder monthly on the first business day of eachcalendar month.  Holder herebyacknowledges receipt of full payment of all interest accrued during the InitialPeriod.

## (b)         FromJune 1, 2006 to January 31, 2007 (the “**Second Period**”),this Debenture accrued interest on the outstanding principal balance at anannual rate of 10%.  Interest accrued onthe unpaid principal balance of the Debenture during the Second Period shall bepaid in Units of the Maker (each Unit comprised of one share of Maker’s commonstock, par value $0.00001 per share (the “**Common Stock**”)and one-half warrant in the form attached hereto as **Exhibit A**; each fullwarrant representing the right to purchase one share of Common Stock at anexercise price of $0.50 per share at any time prior to January 31, 2010) valuedat a rate of $0.40 per Unit.

## (c)          FromFebruary 1, 2007 to the Maturity Date (the “**Third Period**”),this Debenture shall accrue interest on the outstanding principal balance at anannual rate of 10%.  Interest accrued onthe unpaid principal balance of the Debenture during the Third Period shall bepaid on the Maturity Date.  Interestaccrued on the unpaid principal balance of the Debenture during the ThirdPeriod shall be paid, at the election of Maker, either in cash or in shares ofCommon Stock valued at a rate of $0.50 per share of Common Stock.

## (d)         MaturityDate.  The entire principal amount of this Debentureshall be due and payable in full at 5:00 p.m. in the Central Time Zone on February16, 2009, unless otherwise previously converted into Maker’s common stock inaccordance herewith. (the “**MaturityDate**”).

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## (e)          SubordinationBy Holder.  TheHolder, by acceptance of this Debenture, covenants and agrees that the paymentof principal and interest under this Debenture is hereby expressly subordinatedto any and all existing Maker Senior Debt (as defined below).  The Holder acknowledges and agreesthat all Debentures, loan agreements and other documents and instrumentsrelated to Senior Debt (the “Senior Debt Documents”) may limit the actions thatmay be taken by the Holder hereunder and, in such event, the Holder agrees totake only such action and to such extent as may then be allowed by the SeniorDebt Documents.  “Senior Debt” shall mean all principal of (and premium of, ifany) and unpaid interest on allindebtedness of the Maker created, incurred, assumed, or guaranteed by theMaker, or for which the Maker is otherwise directly or indirectly liable, formoney borrowed: (i) from any banks, finance companies, trust companies, pensiontrusts, insurance companies, or other financial institutions unless theinstrument under which such debt is created, incurred, assumed or guaranteed bythe Maker expressly provide that such debt is not senior or superior in rightof payment to this Debenture; and (ii) from any other third parties where anyof the instruments under which such other third party debt is created,incurred, assumed or guaranteed by the Maker expressly provides that such debtis senior or superior in right of payment to this Debenture.

## Upon (i) the maturity of Senior Debt, including byacceleration or otherwise, or (ii) any distribution of the assets of the Makerupon dissolution, winding up, liquidation or reorganization of the Maker, theholders of such Senior Debt are entitled to receive payment in full before theHolder of this Debenture is entitled to receive any payment.  With the exception of the foregoing, thisDebenture shall rank equally with the Maker’s other unsecured debt (including,without limitation, all other Debentures) to the extent such other unsecureddebt, by its express terms, is not superior in right of payment to thisDebenture with respect to receiving payments or other distributions.

2.               **Compliance with Securities Laws and OtherTransfer Restrictions**.

## (a)          InvestmentIntent.  The Holder of this Debenture, by acceptancehereof, agrees, represents and warrants that this Debenture and any Units orshares of Common Stock of Maker issued as interest on this Debenture(collectively, the “**Securities**”) are being acquired for investmentpurposes, that the Holder has no present intention to resell or otherwisedispose of all or any part of the Securities.

## (b)         Transfer.  Inthe event the Holder of the Securities desires to transfer any of theSecurities, the Holder shall provide the Maker with a Form of Assignment, inthe form attached hereto describing the manner of such transfer, and an opinionof counsel ( acceptable to the Maker and its

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## counsel)that the proposed transfer may be effected without registration orqualification under applicable securities laws, whereupon such Holder shall beentitled to transfer such Securities in accordance with the notice delivered bysuch Holder to the Maker.  If, in theopinion of the counsel referred to in this Subsection, the proposed transfer ordisposition described in the written notice given may not be effected withoutregistration or qualification of such Securities, the Maker shall give writtennotice thereof to the Holder hereof, and such Holder will limit his/her activitiesin respect to such proposed transfer or disposition as, in the opinion of suchcounsel, are permitted by law. 

## (c)          RestrictiveLegend.  The Maker shall place one or more restrictivelegends on the Securities, which legends set forth the restrictions containedherein, and may further place a “stop transfer” restriction in the Maker’sbooks and records with respect to the Securities.  The restrictions set forth in this Debentureshall be binding upon any holder, donee, assignee or transferee of the Securities.

# 3.               **No Rights as Shareholder**.  This Debenture shall notentitle the Holder to any right to vote or receive distributions or any otherrights as a shareholder or owner of the Maker, unless and until any portion ofthis Debenture is converted into Common Stock, as permitted or required herein.

# 4.               **Events of Default****.**  Theoccurrence of any one or more of the following events (whether such occurrenceshall be voluntary or involuntary or occur or be effected by operation of lawor otherwise) shall constitute an event of default hereunder:

## (a)          ifthe Maker fails to pay when due any monthly interest payment due hereunder, orany other amount payable to Holder under the terms of this Debenture, and suchfailure to pay is not cured by Maker within 45 calendar days after writtennotice thereof is delivered by Holder to Maker;

## (b)         if theMaker makes an assignment for the benefit of creditors;

## (c)          ifany order, judgment, or decree is entered adjudicating the Maker bankrupt; or

## (d)         if theMaker petitions or applies to any tribunal for the appointment of a trustee orreceiver or commences any proceeding under any bankruptcy, reorganization,insolvency, dissolution or liquidation law of any jurisdiction.

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5.               **Unsecured Maker Debenture**. Holder acknowledges and agrees that the indebtedness represented by thisDebenture is unsecured, and thus, is not secured by any assets or properties ofMaker, or subject to any credit enhancement or guaranty of any type.

6.  **Conversion of Indebtednessinto Maker’s Common Stock;  “Piggy-Back”and Demand Registration Rights for Common Stock Acquired Upon Conversion**.  

## (a)          Conversionof Indebtedness into Maker’s Common Stock. While this indebtedness in favor of Holder remains outstanding, Holdershall be entitled to convert, at Holders’ sole option, the entire principalbalance of this Debenture, or any part hereof, into Maker’s common stock at aprice of $.50 per share. However, if Maker’s existing Senior Debt Facility isnot repaid, and Holder’s guarantee not released by August 31, 2007 (orsubsequently, by October 31, 2007), then, in such instances, the conversionratio set forth above shall be immediately be modified and altered on suchdates, such that the principal balance of this Debenture, or any part hereof,shall be convertible into Maker’s common stock at a price of $.40 per share,and subsequently, $.30 per share, respectively. Holder shall provide Maker and its counsel with ten (10)  business days advance written notice ofHolder’s intent to convert all, or any part, of this Debenture in accordancewith this section.  In connection withsuch conversion, Maker shall remit and pay to Holder all accrued and unpaidinterest due hereon.  All common stock ofMaker so acquired by Holder in accordance with such conversion shall be entitledto “piggy back” and/or demand registration rights described below.

## (b)         Piggy-backRegistration Rights.  If, at any time prior to payment in full ofthis Debenture, or any conversion hereof, Maker proposes to claim an exemptionunder Section 3(b) of the Securities Act of 1933, as amended (the “Act”), for apublic Placement of any of its securities, or seeks to register any of itssecurities under the Act (except by registration statement on a form that doesnot permit the inclusion of shares by its security holders), Maker will providewritten notice of its intentions to Holders. Upon written request of each suchHolder given within 10 business days after receipt of such notice, Maker shalluse its best efforts to cause all common shares acquired by the Holder’sconversion of indebtedness to equity hereunder to be included in such proposednotification or registration statement, subject to approval by Maker’sthen-existing broker-dealer or underwriter. The Holder’s written request shall specify the number of shares of Maker’scommon stock intended to be sold or disposed of by the 

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## Holder,and describe the nature of any proposed sale or other disposition thereof.  All notification or registration expensesshall be borne by Maker.

## (c)          DemandRegistration Rights.   If, at any time prior to payment in full ofthis Debenture, or any conversion hereof, Holders of at least 60% or more ofthe value of the Debentures issued in the Placement elect to convert theirDebentures into Maker’s common stock and demand registration of their sharesfor resale, Maker shall use its reasonable efforts to register the shares andto cause such registration to become effective within 90 calendar days of suchdemand.

## (d)         OneRegistration.  Upon completing a registration of the Maker’scommon stock pursuant to paragraph (b) or (c) of this Section, the Maker shallhave no further obligation to register shares hereunder.  If a Holder does not elect to participate insuch registration, he shall have no future right to demand a registration ofhis/her shares or participate in another registration through piggy-backrights.

7.    **Mandatory Conversion byMaker**.  Upon 20 day calendar notice by Maker uponretirement and payment in full of Maker’s Senior Debt Facility with its seniorlender, Maker shall then henceforth, in its sole discretion, have the right andability to call the Debentures and either pay such Debentures in full orrequire their immediate conversion into Maker’s common stock.

8.      **Miscellaneous.**

## (a)Wavier.  No waiver hereunder oramendment of this Debenture shall be effective unless it is in writing andsigned by the Maker, Holder and all the Holders of the Debentures issued pursuant to this Placement.  The acceptance by the Holder of any paymenthereunder that is less than payment in full of all amounts due and payable atthe time of such payment shall not constitute a waiver of the right to exerciseany of the options hereunder at that time or at any subsequent time.

## (b)Right to Grant Extension.  Exceptas provided in Section 1 of this Debenture, Maker hereby agrees that the Holderhas the right (but not the obligation) to grant any extension of time forpayment of any indebtedness evidenced by this Debenture.

## (c)Successors.  The terms andprovisions hereof shall inure to the benefit of, and be binding upon, therespective successors and assigns of the Maker and Holder. This Debenture shallbe governed by and construed and enforced in 

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## accordancewith the laws of the State of Minnesota without giving effect to such state’schoice of law principles.

## (d)No Recourse.  No recourse for thepayment of the principal of or any interest on this Debenture, or for any claimbased hereon or otherwise in respect hereof, and no recourse under or upon anyobligation, covenant or agreement of the Maker in any Debenture, or because ofthe creation of any indebtedness represented thereby, shall be against anyorganizer, member, officer, director, shareholder, or manager as such, past,present or future, of the Maker or of any successor entity either directly orthrough the Maker or any successor entity, whether by virtue of anyconstitution, statute or rule of law or by the enforcement of any assessment orpenalty or otherwise, all such liability being, by the acceptance hereof and aspart of the consideration for the issue hereof, expressly waived and released.

## (e)          Replacement.  Uponreceipt by the Maker of evidence reasonably satisfactory to it and its counsel,of the loss, theft, destruction or mutilation of this Debenture, and in case ofloss, theft or destruction, of indemnity or security reasonably satisfactory toit, and upon reimbursement to the Maker of all legal and out of pocket expensesincidental thereto, and upon surrender and cancellation of this Debenture, ifmutilated, the Maker will make and deliver a new Debenture of like tenor anddated as of the initial Debenture, in lieu of this Debenture.

(f)            Integration. This Debenture embodies the entire agreement and understandingbetween the parties relating to the subject matter hereof and supersedes allprior oral or written agreements and understandings relating to such subjectmatter.

(g)         Governing Law. This Debenture shall be construed andinterpreted pursuant to and in accordance with the laws of the State ofMinnesota.

(h)         Binding Effect. This Debenture shall be binding upon, andinure to the benefit of, the parties hereto and their respective heirs,executors, administrators, successors, and assigns.

## (i)             Notices. All notices or other communications required or permitted hereundershall be in writing.  A written notice orother communication shall be deemed to have been sufficiently given: (i) ifdelivered by hand, when such notice is received from the notifying party; (ii)if transmitted by facsimile or timely delivered to a reputable express courier,on the next business day following the day so transmitted or delivered; or(iii) if delivered by mail, on the fifth day

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## following the date such notice or other communication is deposited inthe U.S. Mail for delivery by certified or registered mail addressed to theother party, or when actually received, whichever occurs earlier.

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***IN WITNESS WHEREO****F, theMaker has caused this Debenture to be executed by its authorizedrepresentative, who certifies that he has all necessary authority on behalf ofthe Maker to execute this Debenture and bind the Maker to the terms hereof.*
|            | **PROUROCARE MEDICAL INC****.** |
|------------|---------------------------------|
| ** ** | ** **                      |
| ** ** | ** **                      |
|       | By                              |   |
|       |                            | Richard C. Carlson |
|       |                            |
|       | Its: Chief Executive Officer    |

 

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