**Exhibit 10.37**

**PROMISSORY NOTE**

**RECITATIONS:**
| ** ** | **Date of Note:**            | November 29, 2006                         |
|------------|------------------------------|-------------------------------------------|
|       |                         |                                      |
| ** ** | **Principal Amount:**        | $100,000.00                               |
|       |                         |                                      |
| ** ** | **Borrower:**                | ProUroCare, Inc.                          |
|       |                         |                                      |
| ** ** | **Borrower’s Address:** | One Carlson Parkway, Suite 124            |
|       |                         | Plymouth, MN 55447                        |
|       |                         |                                      |
| ** ** | **Lender:**                  | Adron Holdings, LLC,                      |
|       |                         | a Minnesota limited liability partnership |
| ** ** | **Lender’s Address:**   | ** **                                |
|       |                         | 715 Florida Ave. S.                       |
|       |                         | Suite 411                                 |
|       |                         | Golden Valley, MN 55426                   |
| ** ** | ** **                   | ** **                                |
| ** ** | **Collateral:**              | This Promissory Note is unsecured.        |

 

**PROMISE TO PAY. **ProUroCare Inc. (“Borrower”)promises to pay to AdronHoldings, LLC (“Lender”) the principal amount of One Hundred Thousand & 00/100Dollars ($100,000.00), together with accrued interest thereon computed asdescribed below, until paid in full.

**INTEREST. **Interest shallaccrue on the unpaid principal at the rate of $5,000.00 per month on the unpaidprincipal balance from November 29, 2006.** **Interest shall accrue on the unpaidprincipal at the rate $166.67 per day for less than whole-month periods.

**PAYMENT TERMS**.  This Note is due and payable on January 2, 2007.  Borrower will pay Lender at Lender’s addressshown above or at such other place as Lender may designate in writing.

**WARRANT COVERAGE.**  As aninducement to Lender to make this loan, Borrower will issue to Lender afive-year warrant to acquire up to 50,000 shares of ProUroCare Medical Inc.common stock at an exercise price of $0.50 per share.  If the Borrower fails to pay principal andinterest due hereunder on or before January 2, 2007, Borrower will issue toLender a second five-year warrant to acquire up to 50,000 shares of ProUroCareMedical Inc. common stock at an exercise price of $0.50 per share.

**BORROWER’S PRE-PAYMENT RIGHT**.  Borrower reserves the right to prepaythis Note in whole or in part, prior to maturity, without penalty.  Amountsprepaid shall be first applied to accrued and prepaid interest and then toprincipal.

**SEVERABILITY**.  If any provision of this Note or the application thereof shall,for any reason and to any extent, be invalid or unenforceable, neither the remainderof this Note nor the application of the provision to other persons, entities orcircumstances shall be affected thereby, but instead shall be enforced to themaximum extent permitted by law.

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**BINDING EFFECT**.  The covenants, obligations and conditions herein containedshall be binding on and inure to the benefit of the heirs, legalrepresentatives, and assigns of the parties hereto.

**DESCRIPTIVE HEADINGS**.  The descriptive headings used hereinare for convenience of reference only and they are not intended to have anyeffect whatsoever in determining the rights or obligations under this Note.

**GOVERNING LAW**.  This Note shall be governed, construed and interpreted by,through and under the Laws of the State of Minnesota, USA.

Bothparties hereby agree to the terms of this agreement as stated above.

**EXECUTED** this 29th day of November, 2006.
| ** ** | **ProUroCare, Inc.**      |
|------------|---------------------------|
| ** ** | ** **                |
| ** ** | ** **                |
|       | /s/Richard C. Carlson     |   |
| * *   | *Richard C. Carlson*      |
| * *   | *Chief Executive Officer* |
| * *   | * *                  |
| * *   | * *                  |
| ** ** | **Adron Holdings, LLC**   |
| ** ** | ** **                |
| ** ** | ** **                |
|       | /s/ Adrian Johnson        |
|       |                      |
|       | Its:                      | Chief Manager |   |
|            |                           |  |  |  |

 

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**AMENDMENT #1 TO PROMISSORY NOTEDATED**

**NOVEMBER29, 2006 BETWEEN PROUROCARE MEDICAL, INC. (“BORROWER”)AND ADRON HOLDINGS, LLC (“LENDER”)**

ThisAmendment #1 to Promissory Note dated November 29, 2006 between ProUroCare Medical,Inc. (“Borrower”) and Adron Holdings, LLC (“Lender”) (the “Note”) is made toamend the interest terms of the Note.

**Note Amendments**

The clause “PAYMENT TERMS” is hereby deleted andreplaced by the following:

**PAYMENT TERMS**.  This Note is due and payable on the first of (1) Borrower’sclosing on an aggregate of $750,000 of new financing after the date of theAmendment #1, or (2) April 30, 2007. Borrower will pay Lender at Lender’s address shown above or at suchother place as Lender may designate in writing.

The clause “INTEREST” is hereby deleted and replacedby the following:

**INTEREST. **Interest shallaccrue on the unpaid principal at the rate of $5,000.00 per month on the unpaidprincipal balance from November 29, 2006 through January 29, 2007 ($10,000 forthis two-month period).** **Beginning January 30, 2007interest shall accrue at the rate of 0.08333% of the unpaid and outstandingprincipal per day.  Accrued interestshall be paid at each month end, and all unpaid accrued interest shall be paidalong with the final payment of principal.

The clause “WARRANT COVERAGE” is hereby deleted andreplaced by the following:

**WARRANT COVERAGE.**  As aninducement to Lender to make this loan, Borrower will issue to Lender five-yearwarrant to acquire the following number of shares of ProUroCare Medical Inc. at$0.50 per share:

·      up to 50,000 shares, upon inception of theNote; and

·      up to 50,000 shares, if the Borrower failsto pay principal and interest due hereunder on or before January 2, 2007; and

·      up to 50,000 shares if the Borrower failsto pay principal and interest due hereunder on or before February 1, 2007; and

·      up to 1,667 shares of ProUroCare MedicalInc. common stock each day for each $100,000 of principal balance outstandingon and after March 1, 2007.  For example,$100,000 outstanding for 30 days would result in a warrant to acquire 50,010shares (1,667/100,000 $100,000 * 30); $25,000 outstanding for 20 days would result in a warrant to acquire8,335 shares (1,667/100,000 * 25,000 * 20).

Bothparties hereby agree to the terms of this Amendment #1 as stated above.

**EXECUTED** this 21st day of March, 2007.
| **ProUroCare Medical Inc.** | **Adron Holdings, LLC** |
|-----------------------------|-------------------------|
| ** **                  | ** **              |
| ** **                  | ** **              |
| /s/Richard C. Carlson       |                    | /s/Ronald Musich |   |
|                        |                    |
| *Richard C. Carlson*        |                    |   |
| * *                    |                    |
| *Chief Executive Officer*   | Its:                    | Co-Chief Manager |   |
|                             |                         |  |  |  |

 

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