**Exhibit 10.56**

 

THISNOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THEPROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSIONHEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OROTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THECOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

**CONVERTIBLE PROMISSORYNOTE**

 
| $281,000.00 | March 19,  2009 |
|-------------|----------------------|

 

FOR VALUE RECEIVED, ProUroCare Medical Inc., a Nevada corporation (the “Company”),hereby promises to pay to James L. Davis (“Holder”),the principal sum of TWO HUNDRED EIGHTTY-ONE DOLLARS ($281,000.00), togetherwith interest as provided for herein, in lawful currency of the United Statesof America.

 

# SECTION 1Terms

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## Section 1.1     NoInterest.  This convertiblepromissory note bears no interest.

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## Section 1.2     Maturity.  Subject to the earlier conversion of thisNote, the entire outstanding principal amount of this Note, together with theinterest accrued on this Note from the date of this Note through the date ofpayment, shall be payable to the Holder in cash on March 19, 2010 (the “MaturityDate”).

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## Section 1.3     OptionalConversion.  At anytime or from timeto time, at the option of the Holder, all or any portion of the outstandingprincipal amount of this Note (the “Converted Balance”) may be convertedinto that number of shares of the Company’s common stock, $0.00001 par valueper share (the “Common Stock”), as is obtained by dividing the ConvertedBalance by $0.55 (the “Conversion Price”).

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## Section 1.4     OptionalPrepayment.  Subject to the Holder’sright to have some or all of the principal on this Note converted into Common Stockin accordance with Section 1.3 hereof, the Company may, at its option,without premium or penalty, upon fifteen (15) days prior written notice to theHolder, repay the unpaid principal amount of this Note, at any time in whole orfrom time to time in part, together with interest accrued thereon to the dateof prepayment.  Any such prepayment shallbe applied first to the payment of accrued interest and then to repayment ofprincipal.  Upon any partial prepaymentof the unpaid principal amount of this Note, the Holder shall make notation onthis Note of the portion of the principal so prepaid.

 

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## Section 1.5     Subordination.  This Note shall be subordinated in allrespects (including right of payment) to all other indebtedness of the Company,now existing or hereafter owing, to banks and other such financialinstitutions.

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## Section 1.6     NoFractional Shares or Scrips.  Nofractional shares or scrip representing fractional shares shall be issued uponthe conversion of this Note.  In lieu ofissuing such fractional shares, the Company shall round up the number of sharesto be issued to the nearest whole share.

 

## Section 1.7     NoImpairment.  Without limiting oraltering the provisions or obligations of the Company under this Note, theCompany shall not avoid or seek to avoid the observance or performance of anyof the terms to be observed or performed by it pursuant to this Note and shallat all times in good faith assist in the observance or performance of any ofthe terms to be observed or performed by it pursuant to this Note.

 

## Section 1.8     Releaseof Obligations.  Upon conversion orprepayment of this Note, the Company shall be forever released from all itsobligations and liabilities under this Note.

 

## Section 1.9     Adjustment.

 

(a)                                  Adjustmentsfor Dividends and Distributions.  Inthe event the Company at any time or from time to time after the date hereofshall make, issue, or fix a record date for the determination of holders ofcapital stock entitled to receive a dividend or other distribution (including astock split or subdivision) payable in securities of the Company, then and insuch event provisions shall be made so that the Holder shall receive, uponconversion of this Note, in addition to the number of shares of Common Stockreceivable thereupon, the amount of securities of the Company that the Holderwould have received had this Note been converted into Common Stock on the dateof such event and had the Holder thereafter, during the period from the date ofsuch event to and including the conversion date, retained such securitiesreceivable by the Holder as aforesaid during such period, giving application toall adjustments called for during such period under this Note with respect tothe rights of the Holder under the Note.

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### (b)                                 Adjustmentfor Reclassifications, Exchanges, or Substitutions.  If the Common Stock issuable upon theconversion of this Note shall be changed into the same or different number ofshares of any class or classes of capital stock, whether by capitalreorganization, reclassification, or otherwise (other than a subdivision orcombination of shares or stock dividend, or a reorganization, merger,consolidation, or sale of assets provided for elsewhere), then and in each suchevent the Holder shall have the right thereafter to convert this Note into thekind and amount of shares of capital stock and other securities and propertyreceivable upon such reorganization, reclassification, or other change, byholders of the number of shares of Common Stock into which this Note might havebeen converted immediately prior to such reorganization, reclassification orchange, all subject to further adjustment as provided herein.

 

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### (c)                                  Reorganization;Mergers; Consolidations; Sales of Assets. If at any time or from time to time there shall be a capitalreorganization of the Common Stock issuable upon conversion of this Note (otherthan a subdivision, combination, reclassification, or exchange of sharesprovided for elsewhere) or a merger or consolidation of the Company with orinto another corporation, or the sale of all or substantially all of theCompany’s properties and assets to any other entity, then, as a part of suchreorganization, merger, consolidation, or sale, provision shall be made so thatthe Holder shall thereafter be entitled to receive upon conversion of thisNote, the number of shares of capital stock or other securities or property ofthe Company, or of the successor corporation resulting from such merger orconsolidation or sale, to which a holder of Common Stock deliverable uponconversion would have been entitled on such capital reorganization, merger,consolidation, or sale. In any such case, appropriate adjustment shall be madein the application of the provisions of this Note with respect to the rights ofthe Holder after the reorganization, merger, consolidation, or sale to the endthat the provisions of this Note shall be applicable after the event as nearlyequivalent as may be practicable.

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### (d)                                 Adjustmentfor Stock Splits and Combinations. If the Company at any time or from time to time effects a subdivision ofthe outstanding capital stock, the Conversion Price then in effect immediatelybefore that subdivision shall be proportionately decreased, and conversely, ifthe Company at any time or from time to time combines the outstanding shares ofcapital stock, the Conversion Price then in effect immediately before thecombination shall be proportionately increased. Any adjustment under thissubsection (d) shall become effective at the close of business on the datethe subdivision or combination becomes effective.

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# SECTION 2Events of Default

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Section 2.1  Events of Default.   The entire outstanding principal amount ofthis Note, together with all interest accrued thereon (such principal andaccrued interest, the “Outstanding Balance”) shall become due andpayable without any action on the part of the Holder thereof upon the happeningof any of the following events (each, an “Event of Default”):

 

### (a)                                  theCompany shall generally not pay its debts as such debts become due, or shalladmit in writing its inability to pay its debts generally, or shall make ageneral assignment for the benefit of creditors; or any proceeding shall beinstituted by or against the Company seeking to adjudicate it bankrupt orinsolvent, or seeking liquidation, winding up, reorganization, arrangement,adjustment, custodianship, protection, or relief of it or its debts under anylaw relating to bankruptcy, insolvency or reorganization or relief of debtors,or seeking the entry of an order for relief or the appointment of a receiver,custodian trustee, or other similar official for it or for any substantial partof its property; or

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### (b)                                 theCompany shall default in the due performance or observance of any expressed orimplied covenant, agreement or provision of this Note and such default shall 

 

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### have continued uncuredfor a period of sixty (60) days after written notice thereof to the Companyfrom the Holder.

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Section 2.2 Suits for Enforcement.  Incase any one or more Events of Default shall have occurred and be continuing,unless such Events of Default shall have been waived in the manner provided in Section 3.5,the Holder may proceed to protect and enforce his rights under this Section 2.2by suit in equity or action at law.  It is agreed that in the event the Holderprevails in such action, the Holder shall be entitled to receive all reasonablefees, costs and expenses incurred, including without limitation such reasonablefees and expenses of attorneys (whether or not litigation is commenced) andreasonable fees, costs and expenses of appeals.

 

# SECTION 3Miscellaneous

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## Section 3.1     Lost,Stolen or Mutilated Notes.  Uponreceipt of evidence satisfactory to the Company of the loss, theft, destructionor mutilation of this Note, and in case of any such loss, theft or destruction,upon delivery of any customary indemnity agreement reasonably satisfactory tothe Company, or in any case of any such mutilation, upon surrender andcancellation of this Note, the Company at its expense will issue and deliver anew Note of like tenor in an amount equal to the amount of such lost, stolen ormutilated Note and any such lost, stolen or destroyed Note shall thereuponbecome void.

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## Section 3.2     Benefitof Note.  This Note shall be bindingupon, and shall inure to the benefit of and be enforceable by, the Holder and hissuccessors and assigns.  All of thecovenants and the agreements contained in this Note by or on behalf of theCompany are binding on the Company’s successors and assigns, whether byconsolidation, merger, transfer or license of all or substantially all of theproperty of the Company.

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## Section 3.3     Costsof Collection.  The Company herebywaives presentment for payment, notice of dishonor, protest and notice ofprotest and, following an Event of Default, the Company shall pay all of the Holder’scosts of collecting or attempting to collect any amount due hereunder,including but not limited to, all reasonable attorneys’ fees and legalexpenses.

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## Section 3.4     Notices.  All notices required under this Note shall bedeemed to have been given or made for all purposes (i) upon personal delivery, (ii) uponconfirmation receipt that the communication was successfully sent to the applicablenumber if sent by facsimile; (iii) one day after being sent, when sent byprofessional overnight courier service, or (iv) five days after postingwhen sent by registered or certified mail. Notices to the Company shall be sent to the principal office of theCompany (or at such other place as the Company shall notify the Holder hereofin writing).  Notices to the Holder shallbe sent to the address of the Holder as set forth in the books and records ofthe Company on the date hereof (or at such other place as the Holder shallnotify the Company hereof in writing).

 

## Section 3.5     Amendment;Waiver.  Any term of this Note may beamended, changed or modified, and the observance of any term of this Note maybe waived (either generally or in a 

 

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particularinstance and either retroactively or prospectively), only with the writtenconsent of the Company and the Holder

 

## Section 3.6     GoverningLaw and Construction.  This Noteshall be construed in accordance with and governed by the laws of the State ofMinnesota, without regard to the principles of conflicts of law.  Whenever possible, each provision of thisNote and any other statement, instrument or transaction contemplated hereby andvalid under such applicable law, but, if any provision of this Note or anyother statement, instrument or transaction contemplated hereby or relatinghereto shall be held to be prohibited or invalid under such applicable law,such provision shall be ineffective only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provision or theremaining provisions of this Note or any other statement, instrument ortransaction contemplated hereby or relating hereto.

 

**IN WITNESS WHEREOF**,the Company has executed this Note as of the date first above written.

 
|   | PROUROCARE MEDICAL INC. |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     | /s/ Richard C. Carlson |
|   |                    | Name: | Richard C. Carlson |
|   |                    | Title: | CEO |
|        |                         |  |  |  |

 

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