EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                            PROUROCARE MEDICAL INC.


                               ARTICLE 1. Offices

      1.1 Registered Office. The registered office of the corporation shall be
located within the State of Nevada as set forth in the Articles of
Incorporation. The registered office need not be identical with the principal
executive office of the corporation and may be changed from time to time by the
Board of Directors.

      1.2 Other Offices. The corporation may have other offices, including its
principal business office, at such places inside and outside the State of Nevada
as the Board of Directors may determine from time to time.

                      ARTICLE 2. Meetings of Stockholders

      2.1 Place of Meeting. All meetings of the stockholders of the corporation
shall be held at its principal executive office unless some other place for any
such meeting inside or outside the State of Nevada is designated by the Board of
Directors in the notice of meeting. Any regular or special meeting of the
stockholders of the corporation called by or held pursuant to a written demand
of stockholders shall be held in the county where the principal executive office
of the corporation is located.

      2.2 Regular Meetings. Regular meetings of the stockholders of the
corporation may be held at the discretion of the Board of Directors on an annual
or less frequent periodic basis. The date, time and place of such meetings may
be designated by the Board of Directors in the notices of meeting. At regular
meetings the stockholders shall elect a Board of Directors and transact such
other business as may be appropriate for action by stockholders. If a regular
meeting of stockholders has not been held for a period of fifteen (15) months,
one or more stockholders holding not less than three percent (3%) of the voting
power of all shares of the corporation entitled to vote may call a regular
meeting of stockholders by delivering to the chief executive officer or chief
financial officer a written demand for a regular meeting. Within thirty (30)
days after the receipt of such a written demand by the chief executive officer
or chief financial officer, the Board of Directors shall cause a regular meeting
of stockholders to be called. Such a meeting shall be held on notice no later
than ninety (90) days after the receipt of such written demand, all at the
expense of the corporation.

      2.3 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes appropriate for action by stockholders, may be called by the
chief executive officer, by the acting chief executive officer in the absence of
the chief executive officer, by the chief financial officer, or by two or more

<PAGE>

members of the Board of Directors. The date, time and place of such special
meeting shall be fixed by the person or persons calling the meeting and
designated in the notice of meeting.

      A special meeting may also be called by one or more stockholders holding
ten percent (10%) or more of the voting power of all shares of the corporation
entitled to vote, except that a special meeting for the purpose of considering
any action to directly or indirectly facilitate or effect a business
combination, including any action to change or otherwise affect the composition
of the Board of Directors for that purpose, when called by stockholders, must be
called by stockholders holding twenty-five percent (25%) or more of the voting
power of all shares entitled to vote.

      The stockholders calling such meeting shall deliver to the chief executive
officer or chief financial officer a written demand for a special meeting. Such
a demand shall contain the purpose or purposes of the meeting. Within thirty
(30) days after the receipt of such a written demand for a special meeting of
stockholders by the chief executive officer or chief financial officer, the
Board of Directors shall cause a special meeting of stockholders to be called.
Such a meeting shall be held on notice no later than ninety (90) days after the
receipt of such written demand, all at the expense of the corporation.

      Business transacted at any special meeting of the stockholders shall be
limited to the purpose or purposes stated in the notice of the meeting. Any
business transacted at any special meeting of the stockholders that is not
included among the stated purposes of such meeting shall be voidable by or on
behalf of the corporation unless all of the stockholders have waived notice of
the meeting.

      2.4 Notice of Meetings. Except when a meeting of stockholders is an
adjourned meeting to be held not more than sixty (60) days after the date fixed
for the original meeting and the date, time, and place of such meeting were
announced at the time of the original meeting or any adjournment of the original
meeting, notice of all meetings shall be given to every holder of shares
entitled to vote. Such notice shall contain the date, time, and place of the
stockholder meeting and any other information required by law. Notices must be
in writing and signed by an officer of the corporation. In the case of a special
meeting, the notice shall contain a statement of the purposes of the meeting.
The notice may also contain any other information deemed necessary or desirable
by the Board of Directors or by any other person or persons calling the meeting.

      Unless a different minimum notice period has been fixed by applicable law,
the Articles of Incorporation, or these Bylaws, notice of all meetings,
including meetings for consideration of the sale or other disposition of all or
substantially all of the assets of the corporation, shall be given not less than
ten (10) nor more than sixty (60) days before the date of the meeting.

      Notice of all meetings shall be given to each eligible stockholder in
writing by mailing a copy of the notice postage prepaid to his or her address as
it appears on the records of the corporation, by handing a copy to the


                                       2
<PAGE>

stockholder, or by any other delivery that conforms to law, including by any
form of electronic transmission (including facsimile, electronic mail or through
an electronic network) consented to by the stockholder. Notice by mail shall be
deemed given when deposited in the United States mail with sufficient postage
affixed. Notice shall be deemed received when it is given.

      Any stockholder may waive notice of any meeting of stockholders. Waiver of
notice shall be effective whether given before, at, or after the meeting and
must be given in writing or by transmission of an electronic record by the
person or persons entitled to notice. In addition, if all persons entitled to
vote at a meeting consent to an action of the stockholders pursuant to (i) a
writing on the records of the meeting filed by the Secretary, (ii) presence and
oral consent as entered in the minutes or (iii) taking part in the deliberations
without objection, the actions shall be valid as if the meeting were regularly
called and noticed.

      2.5 Record Date. The Board of Directors may fix, or authorize an officer
to fix, a date not more than sixty (60) days and less than ten (10) days before
the date of a meeting of stockholders as the date for the determination of the
holders of shares entitled to notice of and entitled to vote at any meeting.
When a date is so fixed, only stockholders on that date are entitled to notice
of and permitted to vote at that meeting of stockholders.

      2.6 Quorum. The holders of a majority of the voting power of all shares of
the corporation, present in person or represented by proxy, entitled to vote at
a meeting shall constitute a quorum for the transaction of business at a meeting
of the stockholders. Such a quorum is a prerequisite to the stockholders taking
any action other than adjournment. In the absence of a quorum, the holders of a
majority of the voting power, present in person or represented by proxy, may
adjourn the meeting to a date, time, and place they shall announce at the time
of adjournment. Any business that might have been transacted at the adjourned
meeting had a quorum been present, may be transacted at the meeting held
pursuant to such an adjournment, if a quorum is present at the meeting held
pursuant to such an adjournment.

      If a quorum is present when a duly called or held meeting is convened, the
stockholders present may continue to transact business until adjournment, even
though the withdrawal of a number of stockholders originally represented leaves
less than the number otherwise required for the quorum.

      2.7 Voting and Proxies. At each meeting of the stockholders, every
stockholder shall be entitled to one vote for each share of capital stock held
by such stockholder, except as may be otherwise provided in the Articles of
Incorporation or the terms of the share or as may be required to provide for
cumulative voting (if not denied by the Articles of Incorporation).

      A stockholder may vote in person or by proxy. Every appointment of a proxy
shall be in writing (which shall include telegraphing, cabling, or
telephotographic transmission) to the holder of the proxy, to a firm which
solicits proxies or like agent who is authorized by the person who will be the


                                       3
<PAGE>

holder of the proxy, and if pursuant to an electronic record, in a manner from
which it can be determined that the electronic record was authorized by the
stockholder. Each appointment of a proxy shall be filed with the Secretary of
the corporation at or before the meeting at which the appointment is to be
effective. The appointment of a proxy shall be valid for no more than six (6)
months, unless a longer period is expressly provided in the appointment;
provided that no appointment of a proxy shall exceed seven (7) years. An
appointment of a proxy for shares held jointly by two or more stockholders shall
be valid if signed by any one of them, unless the Secretary of the corporation
receives from any one of such stockholders written notice either denying the
authority of that stockholder to appoint a proxy or appointing a different
proxy. All questions regarding the qualification of voters, the validity of
appointments of proxies, and the acceptance or rejection of votes shall be
decided by the presiding officer of the meeting.

      The stockholders shall take action by the affirmative vote of the holders
of a majority of the voting power of the shares present and entitled to vote,
except when a different vote is required by law, the Articles of Incorporation,
or these Bylaws.

      2.8 Action Without Meeting by Stockholders. Any action required or
permitted to be taken at a meeting of the stockholders may be taken without a
meeting by written action signed by a majority of the stockholders entitled to
vote on such action. Such written action shall be effective when signed by a
majority of the stockholders entitled to vote thereon, unless a different
effective time is provided in the written action.


                              ARTICLE 3. Directors

      3.1 General Powers. Except as authorized by the stockholders pursuant to a
stockholder control agreement or unanimous affirmative vote by the holders of
shares entitled to vote for directors of the corporation, the business and
affairs of the corporation shall be managed by or under the direction of its
Board of Directors. The Board of Directors may exercise all such powers and do
all such things as may be exercised or done by the corporation, subject to the
provisions of applicable law, the Articles of Incorporation, and these Bylaws.

      3.2 Number, Tenure, and Qualification. The number of directors which shall
constitute the whole Board of Directors shall be fixed from time to time by
resolution of the stockholders, subject to increase by resolution of the Board
of Directors. In the event that the stockholders fail to fix the number of
directors, the number of directors shall be the number which constituted the


                                       4
<PAGE>

initial Board of Directors, subject to increase by resolution of the Board of
Directors. No decrease in the number of directors pursuant to this section shall
effect the removal of any director then holding office except upon compliance
with the provisions of Section 3.8 of these Bylaws.

      Each director shall be elected at a regular meeting of stockholders except
as provided in Sections 3.6 and 3.7. Such a director shall hold office until the
next regular meeting of stockholders and thereafter until a successor is duly
elected and qualified. Directors shall be natural persons, but need not be
stockholders.

      3.3 Meetings. Meetings of the Board of Directors may be held at such times
and places, whether inside or outside of the State of Nevada, as shall from time
to time be determined by the Board of Directors. Meetings of the Board of
Directors also may be called by the chief executive officer, by the acting chief
executive officer in the absence of the chief executive officer, or by any
director.

      3.4 Notice of Meetings. If the date, time, and place of a meeting of the
Board of Directors has been announced at a previous meeting, no notice is
required. In all other cases, notice of meetings shall be given to each member
of the Board of Directors by the person or persons calling such meeting. Such
notice shall contain the date, time, and place of the meeting and any other
information required by law or desired by the person or persons calling such
meeting. Notice of all such meetings shall be given not less than three (3) days
before the date of the meeting.

      Notice of all meetings shall be given to each director either by oral
communication, by mailing a copy of the notice to an address designated by the
director, by handing a copy to the director, or by any other delivery that
conforms to law. Notice by mail shall be deemed given when deposited in the
United States mail with sufficient postage affixed. Notice shall be deemed
received when it is given.

      A director may waive notice of any meeting of the Board of Directors. A
waiver of notice by a director is effective whether given before, at, or after
the meeting, and whether given orally, in writing, or by attendance. Attendance
by a director at a meeting is a waiver of notice of that meeting, except when
such director objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened and does not
participate thereafter in the meeting.

      3.5 Quorum. A majority of the directors currently holding office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors. In the absence of a quorum, a majority of the directors present at
the meeting may adjourn the meeting from time to time until a quorum is present.

      If a quorum is present when a duly called or held meeting is convened, the
directors present may continue to transact business until adjournment, even
though the withdrawal of a number of directors originally represented leaves
less than the number otherwise required for the quorum.

      3.6 Voting. The Board of Directors shall take action by the affirmative
vote of the majority of the voting power of the directors present at a meeting
at which a quorum is present, except when a different vote is required by law,


                                       5
<PAGE>

the Articles of Incorporation, or these Bylaws. A director may give advance
written consent or objection to a proposal to be acted upon at a meeting of the
Board of Directors. If the director is not present at the meeting, consent or
objection to a proposal does not constitute presence for purposes of determining
a quorum, but consent or objection shall be counted as a vote of a director
present at the meeting in favor of or against the proposal and shall be entered
in minutes or other record of action at the meeting, if the proposal acted upon
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.

      3.7 Vacancies and Newly Created Directorships. Any vacancy occurring on
the Board of Directors resulting from the death, resignation, removal, or
disqualification of a director, may be filled by the affirmative vote of a
majority of the directors remaining in office, even though said remaining
directors may be less than a quorum. In addition, any newly created directorship
resulting from an increase in the authorized number of directors by action of
the Board of Directors may be filled by a majority vote of the directors serving
at the time of such increase. Any vacancy or newly created directorship may be
filled by resolution of the stockholders. Each director elected by the Board of
Directors to either fill a vacancy or a newly created directorship shall hold
office until a qualified successor is elected by the stockholders at the next
regular or special meeting of the stockholders.

      3.8 Removal of Directors. Any one or all of the directors may be removed
at any time, with or without cause, by the affirmative vote of not less than
two-thirds of the voting power of the issued and outstanding stock entitled to
vote. If cumulative voting is permitted, a director or directors who constitute
fewer than all of the incumbent directors may not be removed at any one time or
as a result of any one transaction unless by the vote of stockholders owning
sufficient shares to prevent each director's election at such time. The
stockholders may elect new directors at the same meeting at which directors are
removed.

      3.9 Action in Writing. Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken by written action signed by all
of the directors then holding office, whether signed before or after the action.

      3.10 Meeting by Means of Electronic Communication. Members of the Board of
Directors of the corporation may participate in a meeting of the Board by means
of conference telephone or similar means of communication by which all persons
participating in the meeting can simultaneously hear each other. Such
participation in a meeting pursuant to this Section 3.10 shall constitute
presence in person at such meeting. Meetings held pursuant to this Section 3.10,
however, are still subject to the notice, quorum, and voting requirements as
provided in Sections 3.4, 3.5 and 3.6.

      3.11 Committees. The Board of Directors, by a resolution approved by the
affirmative vote of a majority of the directors then holding office, may
establish one or more committees of one or more persons. Such committees shall
have the authority of the Board of Directors in the management of the business
of the corporation only to the extent provided in the resolution. Except as
otherwise set forth in a resolution, such committees shall at all times be


                                       6
<PAGE>

subject to the direction and control of the Board of Directors. Each committee
must include at least one director, but not all committee members need be
directors. Committee members shall be appointed by the affirmative vote of a
majority of the directors present at any duly held meeting. A majority of the
members of any committee shall constitute a quorum for the transaction of
business at a meeting of any such committee.

      In other matters of procedure, the provisions of these Bylaws shall apply
to committees and the members thereof to the same extent they apply to the Board
of Directors and directors. This shall include, without limitation, the
provisions with respect to meetings and notice thereof, absent members, written
actions, and valid acts. Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors.

                              ARTICLE 4. Officers

      4.1 Number and Qualification. The officers of the corporation shall
consist of one or more natural persons elected or appointed by the Board of
Directors exercising the functions of the offices, however designated, of chief
executive officer, chief financial officer and secretary thereby. The Board of
Directors may also elect or appoint such other officers and assistant officers
as it may deem necessary for the operation and management of the corporation.
Except as provided in these Bylaws, the Board of Directors shall fix the powers,
duties, and compensation of all officers. Officers may be, but need not be,
directors of the corporation. Any number of offices may be held by the same
person.

      4.2 Term of Office. An officer shall hold office until a successor shall
have been duly elected, unless prior thereto such officer shall have resigned or
been removed from office as hereinafter provided.

      4.3 Removal and Vacancies. Any officer or agent elected or appointed by
the Board of Directors shall hold office at the pleasure of the Board of
Directors and may be removed at any time, with or without cause, by a resolution
approved by the affirmative vote of a majority of the directors present. Any
vacancy in an office of the corporation shall be filled by action of the Board
of Directors.

      4.4 Chief Executive Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the chief executive officer shall have
general active management of the business of the corporation, in the absence of
the Chairperson of the Board or if the office of Chairperson of the Board is
vacant, shall preside at meetings of the stockholders and Board of Directors,
shall see that all orders and resolutions of the Board of Directors are carried
into effect, shall sign and deliver in the name of the corporation any deeds,
mortgages, bonds, contracts, or other instruments pertaining to the business of
the corporation, except in cases in which the authority to sign and deliver is


                                       7
<PAGE>

required by law to be exercised by another person or is expressly delegated by
the Articles of Incorporation, these Bylaws, or the Board of Directors to some
other officer or agent of the corporation, may maintain records of and certify
proceedings of the Board of Directors and stockholders, and shall perform such
other duties as may from time to time be prescribed by the Board of Directors.

      4.5 Chief Financial Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the chief financial officer shall keep
accurate financial records for the corporation, shall deposit all moneys,
drafts, and checks in the name of and to the credit of the corporation in such
banks and depositories as the Board of Directors shall designate from time to
time, shall endorse for deposit all notes, checks, and drafts received by the
corporation as ordered by the Board of Directors, making proper vouchers
therefor, shall disburse corporate funds and issue checks and drafts in the name
of the corporation as ordered by the Board of Directors, shall render to the
chief executive officer and the Board of Directors, whenever requested, an
account of all such officer's transactions as chief financial officer and of the
financial condition of the corporation, and shall perform such other duties as
may be prescribed by the Board of Directors or the chief executive officer from
time to time.

      4.6 Chairperson of the Board. The Board of Directors may elect a
Chairperson of the Board who, if elected, shall preside at all meetings of the
stockholders and of the Board of Directors and shall perform such other duties
as may be prescribed by the Board of Directors from time to time.

      4.7 President. Unless otherwise determined by the Board of Directors, the
President shall be the chief executive officer of the corporation. If an officer
other than the President is designated chief executive officer, the President,
if any, shall have such powers and perform such duties as the Board of Directors
or the chief executive officer may prescribe from time to time.

      4.8 Vice President(s). The Vice President, if any, or Vice Presidents in
case there be more than one, shall have such powers and perform such duties as
the Board of Directors or the chief executive officer may prescribe from time to
time. In the absence of the President or in the event of the President's death,
inability, or refusal to act, the Vice President, or in the event there be more
than one Vice President, the Vice Presidents in the order designated by the
Board of Directors, or, in the absence of any designation, in the order of their
election, shall perform the duties of the President, and, when so acting, shall
have all the powers of and be subject to all of the restrictions upon the
President.

      4.9 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of the stockholders and shall maintain records of, and whenever
necessary, certify all proceedings of the Board of Directors and of the
stockholders. The Secretary shall keep the stock books of the corporation, when
so directed by the Board of Directors or other person or persons authorized to
call such meetings, shall give or cause to be given notice of meetings of the
stockholders and of meetings of the Board of Directors, and shall also perform
such other duties and have such other powers as the Board of Directors or the
chief executive officer may prescribe from time to time.


                                       8
<PAGE>

      4.10 Treasurer. Unless otherwise determined by the Board of Directors, the
Treasurer shall be the chief financial officer of the corporation. If an officer
other than the Treasurer is designated chief financial officer, the Treasurer,
if any, shall have such powers and perform such duties as the Board of Directors
or the chief executive officer may prescribe from time to time.

      4.11 Delegation. Unless prohibited by a resolution approved by the
affirmative vote of a majority of the directors present, an officer elected or
appointed by the Board of Directors may, without the approval of the Board of
Directors, delegate some or all of the duties and powers of such person's office
to other persons.

                ARTICLE 5. Certificates and Ownership of Shares

      5.1 Certificates. All shares of the corporation shall be represented by
certificates. Each certificate shall contain on its face (a) the name of the
corporation, (b) a statement that the corporation is incorporated under the laws
of the State of Nevada, (c) the name of the person to whom it is issued, and (d)
the number and class of shares; and the designation of the series, if any, that
the certificate represents. Certificates shall also contain any other
information required by law or desired by the Board of Directors, and shall be
in such form as shall be determined by the Board of Directors.

      Such certificates shall be signed by the chief executive officer, by the
chief financial officer, or, unless otherwise limited by resolution of the Board
of Directors, by any other officer of the corporation. If a certificate is
signed (1) by a transfer agent or an assistant transfer agent or (2) by a
transfer clerk acting on behalf of the corporation and a registrar, the
signature of any such officer of the corporation may be a facsimile signature.
If a person signs or has a facsimile signature placed upon a certificate while
an officer, transfer agent, or registrar of a corporation, the certificate may
be issued by the corporation, even if the person has ceased to have that
capacity before the certificate is issued, with the same effect as if the person
had that capacity at the date of its issue. All certificates for shares shall be
consecutively numbered or otherwise identified.

      If the Articles of Incorporation establish more than one class or series
of shares or authorize the Board of Directors to establish classes or series of
shares, all certificates representing such shares shall set forth on the face or
back of the certificate or shall state that the corporation will furnish to any
stockholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class or series authorized to be issued, so far as they have been
determined, and the authority of the Board of Directors to determine the
relative rights and preferences of subsequent classes or series.

      All certificates surrendered to the corporation or the transfer agent for
transfer shall be cancelled, and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed, or mutilated certificate, a
new certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.


                                       9
<PAGE>

      5.2 Transfer of Shares. The transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation by the holder of record
thereof or by such holder's legal representative, who shall furnish proper
evidence of authority to transfer, or by such holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and on surrender of such shares to the corporation or the
transfer agent of the corporation.

      5.3 Ownership. Except as otherwise provided in this Section, the person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes. The Board of Directors,
however, by a resolution approved by the affirmative vote of a majority of
directors then holding office, may establish a procedure whereby a stockholder
may certify in writing to the corporation that all or a portion of the shares
registered in the name of such stockholder are held for the account of one or
more beneficial owners. Upon receipt by the corporation of the writing, the
persons specified as beneficial owners, rather than the actual stockholder,
shall be deemed the stockholders for such purposes as are permitted by the
resolution of the Board of Directors and are specified in the writing.

               ARTICLE 6. Contracts, Loans, Checks, and Deposits

      6.1 Contracts. The Board of Directors may authorize such officers or
agents as they shall designate to enter into contracts or execute and deliver
instruments in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

      6.2 Loans. The corporation shall not lend money to, guarantee the
obligation of, become a surety for, or otherwise financially assist any person
unless the transaction, or class of transactions to which the transaction
belongs, has been approved by the affirmative vote of a majority of directors
present, and (a) is in the usual and regular course of business of the
corporation, (b) is with, or for the benefit of, a related corporation, an
organization in which the corporation has a financial interest, an organization
with which the corporation has a business relationship, or an organization to
which the corporation has the power to make donations, (c) is with, or for the
benefit of, an officer or other employee of the corporation or a subsidiary,
including an officer or employee who is a director of the corporation or a
subsidiary, and may reasonably be expected, in the judgment of the Board of
Directors, to benefit the corporation, or (d) whether or not any separate
consideration has been paid or promised to the corporation, has been approved by
(i) the affirmative vote of the holders of two-thirds of the voting power of the
shares entitled to vote which are owned by persons other than the interested
person or persons or (ii) the unanimous affirmative vote of the holders of all
outstanding shares, whether or not entitled to vote.

      6.3 Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officers or agents of the corporation
as shall be designated and in such manner as shall be determined from time to
time by resolution of the Board of Directors.


                                       10
<PAGE>

      6.4 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks or
other financial institutions as the Board of Directors may select.

                           ARTICLE 7. Miscellaneous.

      7.1 Dividends. The Board of Directors from time to time may declare, and
the corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.

      7.2 Reserves. There may be set aside out of any funds of the corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, for equalizing dividends, for repairing or maintaining any
property of the corporation, for the purchase of additional property, or for
such other purpose as the directors shall deem to be consistent with the
interests of the corporation. The Board of Directors may modify or abolish any
such reserve.

      7.3 Fiscal Year. The fiscal year of the corporation shall be determined by
the Board of Directors.

      7.4 Amendments. Except as limited by the Articles of Incorporation and
subject to the power of the stockholders to amend or repeal these Bylaws, these
Bylaws may be amended or repealed by the Board of Directors. After the adoption
of the initial bylaws, the Board of Directors, however, shall not adopt, amend,
or repeal any bylaw fixing a quorum for meetings of stockholders, prescribing
procedures for removing directors or filling vacancies on the Board of Directors
or fixing the number of directors or their classifications, qualifications or
terms of office, but may adopt or amend a bylaw to increase the number of
directors.

      7.5 Conflicting Provisions. In the event of any conflict or inconsistency
between these Bylaws, or any amendment thereto, whenever adopted, and the terms
of the Articles of Incorporation, any stockholder agreement executed by all of
the shareholders, or applicable law, the terms of the Articles of Incorporation,
such stockholder agreement or applicable law shall control.

                                  CERTIFICATION

      The undersigned, Secretary of ProUroCare Medical Inc., a Nevada
corporation, does hereby certify that the foregoing Bylaws are the Bylaws
adopted for the corporation by its Board of Directors by written action
effective March 28, 2005.


/s/ David Koenig
-------------------------------
David Koenig, Secretary


                                       11