**Exhibit 4.15**

 

**PROUROCAREMEDICAL INC.**

 

**AMENDMENTNO. 1**

**TO**

**10%UNSECURED CONVERTIBLE SUBORDINATED DEBENTURE**

 

**THISAMENDMENT NO. 1 TO 10% UNSECURED CONVERTIBLE SUBORDINATED DEBENTURE**(this “Amendment No. 1”), dated December 27,2007, is by and among ProUroCare Medical Inc., a Nevada corporation (“Maker”)and the parties listed on Schedule 1 hereto (each a “Holder” andcollectively, the “Holders”).  Allcapitalized terms used but not defined herein have the meanings ascribed tothem in the Debentures.

 

**RECITALS**

 

**WHEREAS,** Maker issued a series of 10% UnsecuredConvertible Subordinated Debentures with identical terms and provisions (the “Debentures”)pursuant to the Placement to the Holders;

 

**WHEREAS,**the Debentures provide that amendmentsthereto must be made in writing and signed by Maker and the Holders of all theDebentures issued pursuant to the Placement;

 

**WHEREAS,** the undersigned constitute all of theHolders of Debentures issued pursuant the Placement; and

 

**WHEREAS,**Maker and Holders desire that certain termsof the Debentures be amended, as set forth herein.

 

**AGREEMENT**

 

**NOW,THEREFORE,** inconsideration of the premises and mutual covenants and agreements set forthherein and in the Debentures, the parties hereto agree as follows:

 

1.             Section 7 of the Debentures is herebydeleted and replaced with the following:

 

“7.   **Mandatory Conversion****.**

 

(a)   Mandatory Conversion by Maker.  Upon 20 day calendar notice byMaker upon retirement and payment in full of Maker’s Senior Debt Facility withits senior lender, Maker shall then henceforth, in its sole discretion, havethe right and ability to call the Debentures and either pay such Debentures infull or require their immediate conversion into Maker’s common stock.

 

(b)   Mandatory Conversion upon Qualified Public Offering.  Onthe effective date of a Qualified Public Offering (as defined below), theentire principal balance of this Debenture together with all interest accruedthereon shall automatically convert into Maker’s

 

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commonstock at a price of $0.30 per share.  Forpurposes of this Debenture, “Qualified Public Offering” shall mean anunderwritten public offering of equity securities of Maker.

 

2.             The formation, legality, validity,enforceability and interpretation of this Amendment No. 1 shall begoverned by the laws of the State of Minnesota, without giving effect to theprinciples of conflicts of law.

 

3.             Except as expressly amended hereby, theparties to this Amendment No. 1 intend for the Debentures to remain infull force and effect and to be legally bound by the Debentures as amended bythis Amendment No. 1.

 

4.             This Amendment No. 1 may be executed inone or more counterparts, each of which when executed shall be deemed to be anoriginal and all of which taken together shall constitute one and the sameagreement.

 

**IN WITNESSWHEREOF,** the partieshereto have caused this Amendment No. 1 to be executed as of the datefirst written above.

 
| ** ** | **MAKER:**                      | ** **               |
|------------|---------------------------------|--------------------------|
| ** ** | ** **                      | ** **               |
| ** ** | **PROUROCARE MEDICAL INC.**     |
| ** ** | ** **                      |
|       | By:                             | /s/  Richard C. Carlson  |
|       | Name:                           |  Richard C. Carlson |
|       | Title:                          | Chief  Executive Officer |
| ** ** | ** **                      | ** **               |
| ** ** | ** **                      | ** **               |
|       | **HOLDERS:**                    |                     |
|       | ** **                      |                     |
|       | /s/  Bruce R. Culver            |
|       | Bruce  R. Culver                |                     |
|       |                            |                     |
|       | /s/  Phillips W. Smith          |
|       | Phillips  W. Smith, Trustee     |                     |
|       | Phillips  W. Smith Family Trust |                     |
|       |                            |                     |
|       | /s/  James L. Davis             |
|       | James  L. Davis                 |                     |
|       |                            |                     |
|       |                            |                     |
|       | /s/William  S. Reiling          |
|       | William  S. Reiling             |                     |
|            |                                 |                          |  |  |  |  |

 

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**SCHEDULE 1**

 

BruceR. Culver

1856Dawn Meadow Street

WestlakeVillage, CA  91362

 

PhillipsW. Smith, Trustee

Phillips W. Smith Family Trust

7501 North Ironwood Drive

Paradise Valley, AZ 85253

 

JamesL. Davis

6446Flying Cloud Drive

EdenPrairie, MN  55344

 

WilliamS. Reiling

4351Gulf Shore Blvd. North

Unit6 North

Naples,FL  34103

 

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