**Exhibit 10.4**

**PROMISSORYNOTE**
| $100,000.00 | Effective Date: July  31, 2007 |
|-------------|--------------------------------|

 

FOR VALUERECEIVED, ProUroCare Inc. (the “Debtor”) promises to pay to the order ofPhillips W. Smith, or his successors and assigns (the “Holder”), the principalsum of $100,000.00, together with interest on all outstanding and unpaidamounts evidenced by this Note at the rate of the US Prime Rate computed on thebasis of the actual number of days elapsed in the payment period and a 365-dayyear.  This Note is not secured.

1.                                       Paymentof Principal and Interest.  This Note is due and payable upon the firstto occur of (1) Lender’s closing on an aggregate of $500,000 or more of newfinancing, or (2) September 15, 2007.

2.                                       Warrant Coverage.  As an inducement to Lender to make this loan,Borrower will issue to Lender a five-year warrant to acquire up to up to 1,000shares of ProUroCare Medical Inc. common stock at $0.50 per share for each daythe $100,000 principal balance is outstanding (to be prorated if a portion ofthe loan is repaid).  For example,$100,000 outstanding for 30 days would result in a warrant to acquire 30,000shares (1,000/100,000 $100,000 * 30); $50,000 outstanding for 20 days would result in a warrant to acquire10,000 shares (1,000/100,000 * 50,000 * 20).

3.                                       Prepayments.The indebtedness evidenced by this Note may be prepaid, in whole or in part, atany time without penalty or premium.

4.                                       NoWaivers.  The Debtor agrees that nofailure on the part of the Holder to exercise any power, right or privilegehereunder, or to insist upon prompt compliance with the terms of this Note,will constitute a waiver of that power, right or privilege.

5.                                       ReplacementNote.  Upon receipt of evidencereasonably satisfactory to the Debtor, of the loss, theft, destruction ormutilation of this Note, the Debtor will make and deliver a new Note of liketenor in lieu of this note.

6.                                       Governinglaw.  This Note is governed in allrespects by the internal laws of the State of Minnesota without regard to theconflicts of law principles of any jurisdiction.

7.                                       CollectionCosts.  In the event the Debtor failsto timely pay any amount due under this Note, the Debtor will pay all of theHolder’s reasonable out-of-pocket collection costs, including withoutlimitation, reasonable attorney’s fees and legal costs, whether or not any suitor enforcement proceeding is commenced.

IN WITNESS WHEREOF, theDebtor has caused this Note to be signed by a duly authorized officer.

 
| Date: August 9, 2007 | By:    | /s/Richard C. Carlson                       |   |
|----------------------|--------|---------------------------------------------|--------|
|                 |   |                                        |
|                 |   | Richard C. Carlson, Chief Executive Officer |
|                 |   |                                        |
|                 |   | ProUroCare  Medical, Inc.                   |

 

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