Exhibit 14.1

                                  Ethics Policy

ProUroCare Medical, Inc. has a policy of requiring adherence to the highest
ethical standards in all its dealings with customers, vendors, employees and
stockholders. Ethical behavior contemplates the principles of morality, fairness
and respect.

Ethical lapses are not a shortcut to profitability. Unimpeachable ethical
conduct is absolutely consistent with financial success and business excellence.

Compliance with law or strict adherence to a contract is not equivalent to fair
dealing. The desirable business practice is to have all contractual terms favor
the company but deal in a manner that commands respect within the business
community.

Every employee of the company has the right to expect that compensation and
advancement opportunities will be determined solely by his/her capability,
personal performance and contribution.

Firm and aggressive negotiation on behalf of the company is consistent with this
policy.

Dealings with relatives or friends, whether customers, vendors or employees,
have the appearance of being a conflict of interest, and such dealings are
generally to be avoided. Where such a situation is considered to be in the
company's interest, the review and active participation of the related party's
supervisor is required.

Nowhere is adherence to ethical standards more important than in dealing with
vendors and service providers to the company. The enrichment of an employee by a
vendor to the company is an absolute ethical lapse. Such a lapse could result in
immediate termination without notice. There is no way to successfully assert
that an employee's business judgment has not been affected by such transactions.

Since the conduct of an organization reflects that of its leadership, the
obligation to comply with this policy weighs most heavily on the company's
management.

The ethical test of an action is how it will be judged when all of the relevant
facts are fully disclosed to all interested parties.

Even the appearance of a conflict of interest is to be avoided.

If there is ever a situation in which it is not clear whether a conflict exists,
an employee of the company should discuss the matter with anyone in management,
including corporate officers. A consensus of peers does not relieve an
individual of the personal responsibility to comply with the company's Ethics
Policy. If an employee becomes aware of behavior of another which violates this
policy, the violation should be reported to a manager in the company, an officer
of the company or the Board of Directors of the company, as appropriate




Adopted February 15, 2005                                                 Page 1

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                             ProUroCare Medical Inc.

                                 Code of Conduct

ProUroCare Medical, Inc. and its subsidiaries (collectively, the "Company") has
a policy of requiring adherence to the highest ethical standards in all its
dealings with customers, vendors, employees and stockholders. Ethical behavior
contemplates the principals of morality, fairness and respect.

Coverage In addition to strict adherence to the Ethics Policy and all other
applicable policies, this Code of Conduct (this "Code") applies to all
employees, officers and directors of the Company; provided that, the "Financial
Management Code of Ethics" below applies solely to financial management of the
Company as identified therein.

This Code is intended to comply with all applicable rules and regulations,
including without limitation Nasdaq's "code of conduct" provisions and those
promulgated by the Securities and Exchange Commission under Section 406 of the
Sarbanes-Oxley Act of 2002.

Conflicts of Interest The Company expects everyone to avoid conducting personal
or private business that conflicts with, or gives the appearance of conflicting
with, the interests of the Company. You are also required to notify the Company
in the event you encounter actual or potential conflicts in the future.

Fair Dealing We do not seek competitive advantages through illegal or unethical
business practices. Each employee, officer and director should endeavor to deal
fairly with the Company's service providers, suppliers, competitors and
employees. No employee, officer or director should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.

Compliance with the Law You are required to obey all governmental laws, rules
and regulations applicable to your conduct of the Company's business. In this
regard, it is your responsibility to become familiar with the rules, regulations
and laws that may apply to your business dealings. Merely complying with the
law, however, should not comprise the limits of your ethical behavior. Rather,
this requirement is the minimum, essential part of your ethical responsibility.

Ethical Obligations Regarding SEC Reports and Other Public Communications As a
public company, it is of critical importance that the Company's filings with the
Securities and Exchange Commission and other public communications be accurate
and timely. Depending upon your position with the Company, you may be called
upon to provide information to assure that the Company's public reports are
accurate, complete, fair and understandable. The Company expects all of its
personnel to take this responsibility very seriously and to provide prompt and
accurate information related to the Company's public disclosure requirements.

All of our employees and directors must strive to adhere to these principles and
to cultivate a culture throughout the Company that promotes the fair and timely
reporting of the financial results and condition of the Company.
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Code Administration This Code shall be administered by the Audit Committee of
the Board of Directors. The Audit Committee, with the assistance of the
management of the Company, is ultimately responsible for distributing and
periodically updating this Code, providing education to employees about their
ethical responsibilities, ensuring that procedures are in place for reporting
violations, monitoring and investigating suspected violations and enforcing this
Code.

Addressing Concerns or Questions Every person subject to this Code must comply
with the letter and spirit of this Code and with the policies and procedures of
the Company. No matter how insignificant an issue may seem, you should challenge
questionable behavior as soon as you see or suspect it is happening. As part of
the Company's open door policy, we want you to take questions that concern
business conduct and ethics to your supervisor, a senior leader or to the
Chairman of the Audit Committee. The overriding idea is to speak up and bring
concerns into the open so that any problems can be resolved quickly and serious
harm may be avoided. Be assured that any person who reports a suspected
violation in good faith will not be subject to retaliation.

Confidential Reporting of Violations and Concerns The Audit Committee of the
Board of Directors, on behalf of the Company, has established a procedure by
which concerns, complaints or suspected violations may be raised confidentially.
This procedure may be used to confidentially raise concerns about the Company's
accounting, internal accounting controls or auditing matters. An employee may
utilize this confidential procedure to raise a new complaint or concern or to
report a complaint or concern that he or she has previously raised which he or
she feels has not been appropriately handled.

To confidentially submit a concern, complaint or suspected violation, including
a concern about the Company's accounting, internal accounting controls or
auditing matters, you may anonymously contact any member of the Audit Committee
of the Board of Directors at the telephone numbers and addresses provided below.
Complaints regarding the Company's accounting, internal accounting controls or
auditing matters will be promptly presented to and addressed by the Audit
Committee of the Board of Directors. Other complaints will be investigated by
appropriate Company personnel, including, when appropriate, the Audit Committee
of the Board of Directors. Be assured that an employee who reports a suspected
violation in good faith will not be subject to retaliation and his or her
confidentiality will be protected in accordance with applicable law.

If any person believes that he or she has been subjected to any retaliation, he
or she may file a complaint with the Chairman of the Audit Committee. If it is
determined that an employee has experienced any improper employment action, such
employee will be entitled to appropriate corrective action.

Effect of Violations The Company will promptly take appropriate action if you
engage in conduct that is considered unacceptable. Disciplinary action will be
taken against:

    o    Any person who authorizes, directs, approves or participates in
         violations of this Code or the Ethics Policy or other applicable
         policies;

    o    Any person who has deliberately failed to report violations of this
         Code or the Ethics Policy or other applicable policies, who has
         concealed violations of this Code or the Ethics Policy or other
         applicable policies or who has deliberately withheld or misstated
         relevant information concerning a violation of this Code or the Ethics
         Policy or other applicable policies;
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    o    Any person who retaliates, directly or indirectly, or encourages other
         to do so, against any other person because of a report by that person
         of a suspected violation of this Code or the Ethics Policy or other
         applicable policies; and

    o    Any person who, under the circumstances, should have known about a
         violation by another person under his or her supervision or who did not
         act promptly to report and attempt to correct a violation.

Disciplinary measures that may be invoked include, but are not limited to,
counseling, oral or written reprimands, warnings, probation, suspension without
pay, demotions, reductions in salary, termination of employment and/or
restitution. Furthermore, illegal actions will be dealt with swiftly and
violators will be reported to appropriate authorities. The specific sequence of
steps to be followed will be determined jointly by your supervisor and the Audit
Committee Chairman. In addition, some circumstances may require the involvement
of other members of the senior management team and/or the Audit Committee of the
Board of Directors. Although no two situations are identical, the Company is
committed to prompt, fair and consistent enforcement of this Code.

Waivers There shall be no material change in any part of this Code except by a
vote of the Board of Directors of the Company. Any waiver of this Code for
directors or executive officers (including our principal financial and
accounting officer(s)) must be approved by the Board of Directors and will be
promptly disclosed, together with the reasons for granting the waiver, by the
Company to its stockholders in the manner required by law.

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                       Financial Management Code of Ethics

In addition to the other provisions of this Code, this Financial Management Code
of Ethics applies to the Company's principal executive officer, principal
financial officer, principal accounting officer or controller, persons
performing similar functions for the Company, and persons performing similar
functions at each subsidiary of the Company (collectively, the "Financial
Management").

The Financial Management of the Company has special responsibilities to ensure
the fair and timely reporting of the Company's financial results and condition,
to foster an organizational culture of integrity and honest and ethical conduct,
and to promote compliance with all applicable laws, rules and regulations.

Because of this special role, all members of the Company's Financial Management
must adhere to the following requirements (in addition to the Code and all other
policies):

Conduct. Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships,
is required at all times. Dealings with relatives or friends, whether customers,
vendors or employees, has the appearance of being a conflict of interest and
such dealings are generally to be avoided. Where such a situation is considered
to be in the Company's interest, the review and active participation of the
Audit Committee of the Board of Directors is required. Even the appearance of a
conflict of interest is to be avoided. Demand compliance with this Code by your
subordinates.

Disclosure. Company management with responsibility for communications with
regulators and/or the public are required to ascertain that each communication
contains full, fair, accurate, timely and understandable disclosures. The goal
of each member of the Financial Management is to contribute to the quality of
the Company's financial statements and related public disclosures. Endeavor to
identify and correct any false or misleading information.

Compliance. Understanding of and compliance with all applicable laws, rules and
regulations is required at all times.

Reporting. If a member of the Financial Management becomes aware of behavior of
a violation or potential violation of this Code, it must be promptly reported to
the Audit Committee of the Board of Directors by use of the mechanism set forth
in "Confidential Reporting of Violations and Concerns" above, or other
reasonable means which include confirmation of receipt.

Accountability. Failure to adhere to this Code, or any portion hereof, will be
viewed as a severe disciplinary matter that may result in disciplinary action,
including immediate termination of employment without notice. Participation in
any periodic review process conducted by the Company to review and access
compliance with this Code, and to facilitate improvements, is required.

Note: Nothing in this Code confers upon any employee any right to continue in
the employ of or engagement by the Company or constitute any contract or
agreement of employment or engagement. The nature of the employee's
relationship, subject to any employment contract that he or she may have with
the Company, is and remains "at-will," subject to the terms of any agreement
that such employee may have with the Company.
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Members of the Audit Committee:

       David Koenig, Chairman                        (612) 627-0539
       20200 Cottagewood Road
       Deephaven, MN  55331

       Alex Nazarenko                                (651) 639-1750
       American Phoenix
       2277 West Highway 36, Suite 254
       Roseville, MN  55113