Exhibit 4.30


 


UNIT AGREEMENT


 


THIS UNIT AGREEMENT made as of
                ,
2008 (this “Unit Agreement”) between ProUroCare Medical Inc., a Nevada
corporation (the “Company”), and Interwest Transfer Company Inc., a Utah
corporation (the “Unit Agent”).


 


WHEREAS, the Company is engaged in a public offering (a “Public
Offering”) of up to 4,657,500 units (the “Public Units”) at a price
of [$      ] per Unit and, in connection
therewith, has determined to issue and deliver such Public Units to the public
investors, each of such Public Units evidencing one share of common stock, par
value $0.00001 per share, of the Company’s Common Stock (the “Common Stock”)
and one warrant to purchase one share of Common Stock at an exercise price of
[$        ] per share, subject to
adjustment as described in that certain Warrant Agreement, dated as of even
date hereof, between the Company and the Unit Agent (the “Warrant Agreement”);
and


 


WHEREAS, the Company has filed with the Securities and
Exchange Commission (the “SEC”) a Registration Statement, No. 333-153605
on Form S-1 (as the same may be amended from time to time, the “Registration
Statement”) for the registration, under the Securities Act of 1933, as
amended (the “Act”) of the Units, the Common Stock underlying the Public
Units, the warrants and the Common Stock issuable upon exercise of the
warrants; and


 


WHEREAS, the Company intends to issue (i) [              ]
units issued to certain private investors upon conversion of securities
previously issued to such private investors in a private placement (the “Private
Placement”) on the effectiveness of the Public Offering and (ii) [                      ]
units upon the exercise of a warrant to purchase Units granted to Feltl and
Company, Inc. on the effectiveness of the Public Offering (the “Underwriter’s
Warrant”), all of such units (the “Private Units”) to be
substantially identical to the Public Units; and


 


WHEREAS, the Company desires the Unit Agent to act on behalf
of the Company, and the Unit Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of the Public Units and the
Private Units (collectively, the “Units”); and


 


WHEREAS, the Company desires to provide for the form and
provisions of the Units, the terms upon which they shall be issued, and the
respective rights, limitation of rights, and immunities of the Company, the
Unit Agent, and the holders of the Units; and


 


WHEREAS, all acts and things have been done and performed
which are necessary to make the Units, when executed on behalf of the Company
and countersigned by or on behalf of the Unit Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Unit Agreement.


 

















 


NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein contained, and intending to be legally bound hereby,
the Company and the Unit Agent hereby agree as follows:


 


1.             Appointment of Unit Agent.  The Company hereby appoints the Unit Agent to
act as agent for the Company for the Units, and the Unit Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms
and conditions set forth in this Unit Agreement.


 


2.             Units.


 


(a)           Form of
Unit.  Each Unit shall be issued in
registered form only, shall be in substantially the form of Exhibit A
hereto and the Unit certificate for the Private Units shall bear the legend set
forth in Exhibit B except as set forth herein, the provisions of
which are incorporated herein and shall be signed by, or bear the facsimile
signature of, the Chief Executive Officer or Chief Financial Officer and the
Secretary of the Company.  In the event
the person whose facsimile signature has been placed upon any Unit shall have
ceased to serve in the capacity in which such person signed the Unit before
such Unit is issued, it may be issued with the same effect as if such person
had not ceased to be such at the date of issuance.


 


(b)           Effect of
Countersignature.  Unless and
until countersigned by the Unit Agent pursuant to this Unit Agreement, a Unit
shall be invalid and of no effect.


 


(c)           Registration.


 


(i)            Unit Register.  The Unit Agent shall maintain books (the “Unit
Register”), for the registration of original issuance and the registration
of transfer of the Units.  Upon the
initial issuance of the Units, the Unit Agent shall issue and register the
Units in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Unit Agent by the
Company.


 


(ii)           Registered Holder.  Prior to due presentment for registration of
transfer of any Unit, the Company and the Unit Agent may deem and treat the
person in whose name such Unit shall be registered upon the Unit Register (the “Registered
Holder”), as the absolute owner of such Unit and of each Unit represented
thereby (notwithstanding any notation of ownership or other writing on the Unit
Certificate made by anyone other than the Company or the Unit Agent), and for
all purposes, and neither the Company nor the Unit Agent shall be affected by
any notice to the contrary.


 


(d)           Detachability
of Units.  Each Unit
shall initially consist of one share of Common Stock and one warrant to
purchase one share of Common Stock.  The
share of Common Stock and the warrant comprising a Unit shall not be separately
transferable before the 30th day following the date of the prospectus with
respect to the Company’s 


 


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Public
Offering (and the Units will thereafter continue trading following such
separation) (the “Detachment Date”). 
Prior to the Detachment Date, the Units may be transferred or exchanged
only together with the Common Stock and warrant that is included in such Unit,
and only for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Unit.  Furthermore,
prior to the Detachment Date, each transfer of a Unit on the register relating
to such Units shall operate also to transfer the Common Stock and warrant
included in such Unit.


 


3.             Terms of Units.


 


(a)           Unit Price.  Each Unit shall, when countersigned by the
Unit Agent, entitle the Registered Holder thereof, subject to the provisions of
such Unit and of this Unit Agreement, to one share of Common Stock and one
warrant, at the price of [$          ]
per Unit, subject to the adjustments provided in Section 4 hereof.  The term “Unit Price” as used in this
Unit Agreement refers to the price per Unit.


 


(b)           Detachment of
Units.


 


(i)            A Unit may be separated into
the Common Stock and warrant underlying such Unit commencing on the Detachment
Date.  The Company in its sole discretion
may accelerate the Detachment Date and allow earlier separation of the
securities underlying the Units; provided, however, that the
Company will provide notice to Registered Holders of Units of such acceleration
not less than 5 days prior to such extension becoming effective.


 


(ii)           Subject to Section 3(b)(iv)and
the other provisions of the Unit and this Unit Agreement, a Unit, when
countersigned by the Unit Agent, may be separated by the Registered Holder
thereof by surrendering it, at the office of the Unit Agent, or at the office
of its successor as Unit Agent, at 1981 Murray Holladay Road, Suite 100,
Salt Lake City, Utah 84117.


 


(iii)          Issuance of Certificates.  As soon as practicable after the separation
of the securities underlying any Unit, the Company shall issue to the
Registered Holder of such Unit a certificate or certificates for the number of
full shares of Common Stock and a warrant exercisable for the number of full
shares of Common Stock to which he, she or it is entitled, registered in such
name or names as may be directed by the Registered Holder, and if such Unit
shall not have been separated in full, a new countersigned Unit for the number
of Units as to which such Unit shall not have been separated.


 


(iv)          Valid Issuance.  All shares of Common Stock issued upon
separation from a Unit in conformity with this Unit Agreement shall be validly
issued, fully paid and nonassessable.


 


(v)           Date of Issuance.  Each person in whose name any such
certificate for shares of Common Stock or a warrant is issued shall for all
purposes be 


 


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deemed to have become the holder of record of such shares on the date
on which the Unit was surrendered and the securities underlying such Unit were
separated, irrespective of the date of delivery of such certificate, except
that, if the date of such surrender and separation is a date when the stock
transfer books of the Company are closed, such person shall be deemed to have
become the holder of such shares and warrant at the close of business on the
next succeeding date on which the stock transfer books are open.


 


4.             Adjustments.


 


(a)           The number of
and kind of securities issued upon separation of the securities underlying the
Units shall be subject to adjustment from time to time as follows:


 


(i)            Subdivisions, Combinations and Other
Issuances.  If the
Company shall at any time prior to the separation of the securities underlying
the Units subdivide its Common Stock, by split-up or otherwise, or combine its
Common Stock, or issue additional shares of its Common Stock as a dividend with
respect to any shares of its Common Stock, the number of shares of Common Stock
issuable on the separation of the securities underlying the Units shall be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination.  Any adjustment under this Section 4(a)(i) shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such dividend.


 


(ii)           Reclassification, Reorganization, Consolidation, Merger and Other Changes.  In case of any reclassification, capital
reorganization or change in the Common Stock of the Company (other than as a
result of a subdivision, combination, or stock dividend provided for in Section 4(a)(i) above),
or consolidation or merger of the
Company with or into another corporation, or the sale of all or substantially
all of its assets to another corporation shall be effected in such a way that
holders of the Company’s Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for such Common Stock,  then, as a condition of such
reclassification, reorganization, change, consolidation, merger or sale, lawful provision
shall be made, and duly executed documents evidencing the same from the Company
or its successor shall be delivered to the Registered Holder of a Unit, so that
the Registered Holder shall have the right, at any time prior to the separation
of the securities underlying the Unit, to obtain upon such separation, the kind
and amount of shares of stock and other securities and property receivable in
connection with such reclassification, reorganization, change, consolidation, merger or sale by a holder of the
same number of shares of Common Stock as were underlying such Unit held by the
Registered Holder immediately prior to such reclassification, reorganization,
change, consolidation, merger or sale.  In any such case appropriate provisions 


 


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shall be made with respect to the rights and interest of the Registered
Holder so that the provisions hereof shall thereafter be applicable with
respect to any shares of stock or other securities and property deliverable
upon such separation.


 


(b)           Notices of
Changes in Unit.  Upon every
adjustment of the number of shares of Common Stock underlying a Unit, the
Company shall give written notice thereof to the Unit Agent, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections
4(a), then, in any such event, the Company shall give written notice to the
Registered Holder, at the last address set forth for such holder in the Unit
Register, of the record date or the effective date of the event. Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of such event.


 


(c)           No Fractional
Shares.  Notwithstanding any provision
contained in this Unit Agreement to the contrary, the Company shall not issue
fractional shares upon separation of the securities underlying the Units.  If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Unit would be entitled, upon the
separation of the securities underlying such Unit, to receive a fractional interest
in a share, the Company shall, upon such separation, round up to the nearest
whole number the number of the shares of Common Stock to be issued to the Unit
holder.


 


(d)           Form of
Unit.  The form of Unit need not be
changed because of any adjustment pursuant to this Section 4, and Units
issued after such adjustment may state the same number of shares as is stated
in the Units initially issued pursuant to this Unit Agreement. However, the
Company may at any time in its sole discretion make any change in the form of
Unit that the Company may deem appropriate and that does not affect the
substance thereof, and any Unit thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Unit or otherwise, may be in the
form as so changed.


 


(e)           The number of
and kind of securities purchasable upon exercise of the warrants underlying any
Unit and the exercise price of such warrant shall be subject to adjustment as
described in the Warrant Agreement and not this Section 4.


 


5.             Transfer and Exchange of
Units.


 


(a)           Registration of
Transfer.  The Unit
Agent shall register the transfer, from time to time, of any outstanding Unit
upon the Unit Register, upon surrender of such Unit for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Unit representing an
equal aggregate number of Units shall be issued and the old Unit shall be
cancelled by the Unit Agent. The Units so cancelled shall be delivered by the
Unit Agent to the Company from time to time upon request.


 


(b)           Procedure for
Surrender of Units.  Units may
be surrendered to the Unit Agent, together with a written request for exchange
or transfer, and thereupon the Unit 


 


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Agent
shall issue in exchange therefor one or more new Units as requested by the
Registered Holder of the Units so surrendered, representing an equal aggregate
number of Units; provided, however, that in the event that a Unit
surrendered for transfer bears a restrictive legend, the Unit Agent shall not
cancel such Unit and issue new Units in exchange therefor until the Unit Agent
has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new Units must also bear a restrictive
legend.


 


(c)           Fractional
Units.  The Unit Agent shall not be
required to effect any registration of transfer or exchange which will result
in the issuance of a Unit certificate for a fraction of a Unit.


 


(d)           Service Charges.  No service charge shall be made to the
Company for any exchange or registration of transfer of Units.


 


(e)           Unit Execution
and Countersignature.  The Unit
Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Unit Agreement, the Units required to be issued pursuant to the
provisions of this Section 5, and the Company, whenever required by the
Unit Agent, will supply the Unit Agent with Units duly executed on behalf of
the Company for such purpose.


 


6.             Other Provisions Relating to
Rights of Holders of Units.


 


(a)           No Rights as
Stockholder.  A Unit does
not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends
or other distributions, exercise any preemptive rights to vote or to consent or
to receive notice as stockholders in respect of the meetings of stockholders or
the election of directors of the Company or any other matter; provided, however,
that the Registered Holder shall have all rights as a stockholder of the
Company in relation to the Common Stock underlying the Units held by such
Registered Holder.


 


(b)           Lost, Stolen,
Mutilated, or Destroyed Units.  If any Unit is lost, stolen, mutilated, or destroyed,
the Company and the Unit Agent may on such terms as to indemnity or otherwise,
including the posting of a lost instrument bond, as they may in their
discretion impose (which shall, in the case of a mutilated Unit, include the
surrender thereof), issue a new Unit of like denomination, tenor, and date as
the Unit so lost, stolen, mutilated, or destroyed. Any such new Unit shall
constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Unit shall be at any time
enforceable by anyone.


 


(c)           Reservation of
Common Stock.  The Company
shall at all times reserve and keep available a number of its authorized but
unissued shares of Common Stock that will be sufficient to permit the separation
of the securities underlying the Units in full of all outstanding Units issued
pursuant to this Unit Agreement.


 


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7.             Concerning the Unit Agent
and Other Matters.


 


(a)           Payment of
Taxes.  The Company will from time to
time promptly pay all taxes and charges that may be imposed upon the Company or
the Unit Agent in respect of the issuance or delivery of shares of Common Stock
upon the exercise of Units, but the Company shall not be obligated to pay any transfer
taxes in respect of the Units or such shares.


 


(b)           Resignation,
Consolidation, or Merger of Unit Agent.


 


(i)            Appointment of Successor Unit Agent.  The Unit Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving thirty (30) days’ notice in
writing to the Company.  If the office of
the Unit Agent becomes vacant by resignation or incapacity to act or otherwise,
the Company shall appoint in writing a successor Unit Agent in place of the
Unit Agent.  If the Company shall fail to
make such appointment within a period of 15 days after it has been notified in
writing of such resignation or incapacity by the Unit Agent or by the holder of
the Unit (who shall, with such notice, submit his Unit for inspection by the
Company), then the holder of any Unit may apply to any court of competent
jurisdiction for the appointment of a successor Unit Agent.  Any successor Unit Agent, whether appointed
by the Company or by such court, shall be authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority.  After
appointment, any successor Unit Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Unit
Agent with like effect as if originally named as Unit Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Unit Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Unit Agent
all the authority, powers, and rights of such predecessor Unit Agent hereunder;
and upon request of any successor Unit Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Unit Agent all such
authority, powers, rights, immunities, duties, and obligations.


 


(ii)           Company’s Appointment of Successor Unit Agent.  The Company may, in its sole discretion,
appoint a successor Unit Agent with thirty (30) days’ notice in writing to the
Unit Agent.


 


(iii)          Notice of Successor Unit Agent.  In the event a successor Unit Agent shall be
appointed, the Company shall give notice thereof to the predecessor Unit Agent
and the transfer agent for the Common Stock not later than the effective date
of any such appointment.


 


(iv)          Merger or Consolidation of Unit Agent.  Any corporation into which the Unit Agent may
be merged or with which it may be consolidated or any 


 


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corporation resulting from any merger or
consolidation to which the Unit Agent shall be a party shall be the successor
Unit Agent under this Unit Agreement without any further act.


 


(c)           Fees and Expenses of Unit Agent.


 


(i)            Remuneration.  The Company agrees to pay the Unit Agent
reasonable remuneration for its services as Unit Agent hereunder and will
reimburse the Unit Agent upon demand for all expenditures that the Unit Agent
may reasonably incur in the execution of its duties hereunder, including reasonable
attorneys’ fees in accordance with the Fee Schedule attached to the Transfer
Agent Agreement, dated December 15, 2008, between the Unit Agent and the
Company.


 


(ii)           Further Assurances.  The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Unit Agent for the carrying out or performing of
the provisions of this Unit Agreement.


 


(d)           Liability of Unit Agent.


 


(i)            Reliance on Company
Statement.  Whenever in the
performance of its duties under this Unit Agreement, the Unit Agent shall deem
it necessary or desirable that any fact or matter be proved or established by
the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
statement signed by the Chief Executive Officer or the Chief Financial Officer
of the Company and delivered to the Unit Agent. The Unit Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant to
the provisions of this Unit Agreement.


 


(ii)           Indemnity.  The Unit Agent shall be liable hereunder only
for its own gross negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Unit Agent, its officers, directors, employees,
attorneys, and agents and save them harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything done or
omitted by the Unit Agent in the execution of this Unit Agreement except as a
result of the Unit Agent’s gross negligence, willful misconduct, or bad faith.


 


(iii)          Exclusions.  The Unit Agent shall have no responsibility
with respect to the validity of this Unit Agreement or with respect to the
validity or execution of any Unit (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Unit Agreement or in any Unit; nor shall it be
responsible to make any adjustments required under the provisions of Section 4
hereof or 


 


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responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or reservation of
any shares of Common Stock to be issued pursuant to this Unit Agreement or any
Unit or as to whether any shares of Common Stock will when issued be valid and
fully paid and nonassessable.


 


(iv)          Actions.  The Unit Agent shall not be obligated to take any action hereunder which may, in the
Unit Agent’s sole judgment, involve any expense or liability to the Unit Agent
unless it shall have been furnished with indemnity against such expense or
liability which, in the Unit Agent’s sole judgment, is adequate.


 


(v)           No
Liability.  Notwithstanding any other provision of this Agreement, the Unit Agent shall not be
obligated to perform any obligation hereunder and shall not incur any liability
for the nonperformance or breach of any obligation hereunder to the extent that
the Unit Agent is delayed in performing, unable to perform or breaches such
obligation because of acts of God, war, terrorism, fire, floods, strikes,
electrical outages, equipment or transmission failures, or other causes
reasonably beyond its control.


 


(vi)          No
Consequential Damages.  In no
event shall the Unit Agent be liable, directly or indirectly, for any special, indirect or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and
regardless of the form of action.


 


(vii)         Uncertainty as to Duties.  In the event that the Unit Agent shall be uncertain
as to its duties or rights hereunder or shall receive instructions, claims or
demands which, in its opinion, are in conflict with any of the provisions of
this Agreement, it shall be entitled to refrain from taking any action until
the questions regarding its duties and rights are clarified to its satisfaction
or it shall be directed otherwise by a final judgment of a court of competent
jurisdiction.


 


(viii)        Reliance
on Counsel.  The Unit Agent may
consult with counsel, at the Company’s expense, and the written advice of such
counsel or any written opinion of such counsel shall be full and complete
authorization and protection for any action taken, suffered, or omitted by the
Unit Agent in accordance with such written advice of counsel or any such written
opinion of counsel.


 


(e)           Acceptance of Agency.  The Unit Agent hereby accepts the agency
established by this Unit Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account
promptly to the Company with respect to Units exercised and concurrently
account for, and pay to the Company, all moneys received by the Unit Agent for
the purchase of shares of the Company’s Common Stock through the exercise of
Units.


 


8.             Miscellaneous
Provisions.


 


(a)           Successors.  All the covenants and provisions of this Unit
Agreement by or for the benefit of the Company or the Unit Agent shall bind and
inure to the benefit of their respective successors and assigns.


 


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(b)           Notices.  Any notice, statement or demand authorized by
this Unit Agreement to be given or made by the Unit Agent or by the holder of
any Unit to or on the Company shall be sufficiently given when so delivered if
by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Unit Agent), as follows:


 


ProUroCare Medical Inc.


5500 Wayzata Blvd., Suite 310


Golden Valley, Minnesota  55416


Attn: Richard C. Carlson, Chief Executive Officer


 


with a copy to:


 


Dorsey & Whitney LLP


Attn:  Timothy S. Hearn, Esq.


50 South Sixth Street, Suite 1500


Minneapolis, Minnesota 
55402-1498


 


Any notice, statement or demand authorized by this Unit Agreement to be
given or made by the holder of any Unit or by the Company to or on the Unit
Agent shall be sufficiently given when so delivered if by hand or overnight
delivery or if sent by certified mail or private courier service within five
days after deposit of such notice, postage prepaid, or sent by facsimile
transmission (with confirmation of receipt) addressed (until another address is
filed in writing by the Unit Agent with the Company), as follows:


 


Interwest Transfer Company Inc.


1981 Murray Holladay Road, Suite 100


Salt Lake City, Utah  84117


Attn: Kurtis D. Hughes


 


(c)           Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Utah applicable to
contracts made in Utah by persons domiciled in Salt Lake City and without
regard to its principles of conflicts of laws. 
Each of the parties hereto agrees to submit itself to the in personam jurisdiction of the state and
federal courts situated within the State of Utah with regard to any controversy
arising out of or relating to this Agreement. 
Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address set forth in Section 8(b) hereof
and agrees that such service shall constitute good and sufficient service of
process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  The
parties hereby waive all rights to a trial by jury.


 


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(d)           Persons Having Rights under this Unit
Agreement.  Nothing in this Unit
Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any
person or entity other than the parties hereto and the Registered Holders of
the Units (who shall, for all purposes hereunder, be deemed third party
beneficiaries of this Unit Agreement), any right, remedy, or claim under or by
reason of this Unit Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof.  All
covenants, conditions, stipulations, promises, and agreements contained in this
Unit Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors and assigns and of the Registered Holders of the
Units.


 


(e)           Examination of the Unit Agreement.  A copy of this Unit Agreement shall be available
at all reasonable times at the office of the Unit Agent at 1981 Murray Holladay
Road, Suite 100, Salt Lake City, Utah 
84117, for inspection by the Registered Holder of any Unit. The Unit
Agent may require any such holder to submit his Unit for inspection by it.


 


(f)            Counterparts.  This Unit Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


(g)           Effect of Headings.  The Section headings herein are for
convenience only and are not part of this Unit Agreement and shall not affect
the interpretation thereof.


 


(h)           Amendments.  This Unit Agreement may be amended by the
parties hereto without the consent of any Registered Holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Unit Agreement as the
parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the Registered Holders. All other
modifications or amendments (except as otherwise specifically set forth herein)
shall require the written consent of each Registered Holder of any
then-outstanding Unit.  Notwithstanding
the foregoing, the Company may accelerate the Detachment Date in accordance
with Sections 3(b) without such consent.


 


(i)            Severability.  This Unit Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Unit Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as a part of this Unit Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


(j)            Attorneys’ Fees.  If any action of law or equity is necessary
to enforce or interpret the terms of this Unit Agreement, the prevailing party
shall be entitled to its 


 


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reasonable attorneys’ fees, costs and disbursements in addition to any
other relief to which it may be entitled.


 


[Remainder of Page Intentionally Left
Blank.]


 


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IN WITNESS WHEREOF, this
Unit Agreement has been duly executed by the parties hereto as of the day and
year first above written.


 


 


	
   

  	
  PROUROCARE MEDICAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Richard C. Carlson

  
	
   

  	
  Title:   Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERWEST TRANSFER COMPANY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


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