**Exhibit4.17**

**FORMOF WARRANT**

**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 EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IFTHE COMPANY HAS BEEN FURNISHED WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER,WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE COMPANY, TO THE EFFECTTHAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTIONFROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, ANDASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHERDISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCHREGISTRATION OR EXEMPTION.**

**WARRANT**

**FOR**

**SHARES OF COMMON STOCK**

**OF**

**PROUROCARE MEDICAL INC.**
| **Warrant No.** | ** ** | **Plymouth, Minnesota** |
|-----------------|------------|-------------------------|
| ** **      | ** ** | **(date)**              |

 

FOR VALUE RECEIVED, **                                             ,**or its successors or assigns (“Holder”), is entitled to subscribe forand purchase from ProUroCare Medical Inc., a Nevada corporation (the “Company”),up to **                                 **fully paid and non-assessable shares of the Company’s common stock, $.00001 parvalue per share (the “Common Stock”), at the price of $0.50 per share,subject to adjustments as noted in section 3 below (the “Warrant ExercisePrice”).

This warrant may beexercised by Holder at any time or from time to time on or prior to the fifthanniversary 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 be deliveredto the Holder within 15 days after the rights represented by this warrant shallhave been so exercised, and, unless this warrant has expired, a new warrantrepresenting the number of shares, if

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any, with respectto which this warrant has not been exercised shall also be delivered to theHolder within such time.  No fractionalshares shall be issued upon the exercise of this warrant.

2.             Certain Covenants of the Company.  The Company covenants and agrees that allshares that may be issued upon the exercise of the rights represented by thiswarrant shall, upon issuance, be duly authorized and issued, fully paid andnon-assessable shares.  The Companyfurther covenants and agrees that during the period within which the rightsrepresented by this warrant may be exercised, the Company will at all timeshave authorized, and reserved for the purpose of issue or transfer uponexercise of the subscription rights evidenced by this warrant, a sufficientnumber of shares of Common Stock to provide for the exercise of the rightsrepresented by this warrant.

3.             Adjustment of Exercise Price and Number of Shares.  The number of shares the Holder may purchaseand the Warrant Exercise Price shall be subject to adjustment from time to timeas 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)           Notransfer of this warrant may be completed unless and until (i) the Company hasreceived an opinion of counsel for the Company that such securities may be soldpursuant to an exemption from registration under the Securities Act of 1933, asamended (the “Securities Act”), or (ii) a registration statementrelating to this warrant has been filed by the Company and declared effectiveby the Commission.  Subject to theforegoing, this warrant and all rights hereunder are transferable, in whole orin part, at the principal office of the Company by the Holder in person or byduly authorized attorney, upon surrender of this warrant properly endorsed toany person or entity who represents in writing that he/she/it is acquiring thewarrant for investment and without any view to the sale or other distributionthereof.  Each Holder of this warrant, bytaking or holding the same, consents and agrees that the bearer of thiswarrant, when endorsed, may be treated by the Company and all other personsdealing with this warrant as the absolute owner hereof for any purpose and asthe person entitled to exercise the rights represented by this warrant orperform the obligations required hereby, or to the transfer hereof on the booksof the Company, any notice to the contrary notwithstanding; but until suchtransfer on such books, the Company may treat the registered owner hereof asthe owner for all purposes.

(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)           Eachcertificate for shares issued upon the exercise of the rights represented bythis warrant shall bear a legend as follows unless, in the opinion of counselto the Company, such legend is not required in order to ensure compliance withthe Securities Act:

“THESE SHARES HAVE BEEN PURCHASED FOR INVESTMENT WITHIN THE MEANING OFTHE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND APPLICABLE STATESECURITIES LAWS, AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OROTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTAND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TOTHE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSACTION WITH BE EXEMPT FROMREGISTRATION.  IN ADDITION, IN NO EVENTMAY THE SECURITIES REPRESENTED BY THIS CERTIFICATE BE PUBLICLY SOLD,TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE WITHIN180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF COMMONSTOCK BY THE COMPANY.”

6.                                       PiggybackRegistration*. *

(a)           If, at any time commencing from thedate hereof and expiring four (4) years thereafter, the Company proposes to registerany of its securities under the Securities Act of 1933, as amended (the “Act”)(other than in connection with a merger or pursuant to Form S-8, S-4 or othercomparable registration statement) it will give written notice by registeredmail, at least

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thirty (30) daysprior to the filing of each such registration statement, to the Holder and toall other Holders of its intention to do so. If the Holder or other Holders notify the Company within twenty (20)days after receipt of any such notice of its or their desire to include anysuch Securities in such proposed registration statement, the Company shallafford each of the Underwriter and such Holders the opportunity to have anysuch Securities registered under such registration statement. In the event anyunderwriter underwriting the sale of securities registered by such registrationstatement shall limit the number of securities includable in such registrationby shareholders of the Company, the number of such securities shall beallocated pro rata among the Holders and the holders of other securitiesentitled to piggyback registration rights.

(b)           Notwithstanding the provisions ofthis Section 6, the Company shall have the right at any time after it shallhave given written notice pursuant to this Section (irrespective of whether awritten request for inclusion of any such securities shall have been made) toelect not to file any such proposed registration statement, or to withdraw thesame after the filing but prior to the effective date thereof.

(c)           Notwithstanding anything containedherein to the contrary, the registration rights granted to each Holder by thisSection 6 shall automatically terminate on, and be of no further force oreffect from and after, the date on which such Holder can sell all of theSecurities held by such Holder without registration pursuant to Rule 144(k)promulgated under the Securities Act of 1933, as amended (or similar exceptionfrom registration).

7.             Governing Law. This Warrant shall be governed by and construed in accordance with thelaws of the State of Minnesota without regard to its conflicts-of-lawprovisions.

8.             Amendments and Waivers.  The provisions of this Warrant may not beamended, modified or supplemented, and waiver or consents to departures fromthe provisions hereof may not be given, unless the Company agrees in writingand has obtained the written consent of the Holder.

9.             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.

10.           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.

11.           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., One Carlson Parkway, Suite 124, Plymouth,Minnesota 55447, or to such other address as the Company or the Holder shallnotify the other as provided in this Section.

IN WITNESS WHEREOF, theCompany has caused this warrant to be signed and delivered by its dulyauthorized officer.
| Dated:     |                         |                    |
|------------|------------------------------|-------------------------|
|       |                         |                    |
| ** ** | **PROUROCARE MEDICAL INC.:** |
| ** ** |                         | ** **              |
| ** ** | ** **                   |
|       | By:                          |                    |
|       | Name:                        | Richard C. Carlson      |
|       | Title:                       | Chief Executive Officer |
|            |                              |                         |  |

 

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