Exhibit 10.46

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

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, ProUroCare Medical Inc., a Nevada corporation (the “ Company ”), hereby promises to pay to James Davis (“ Holder ”), the principal sum of One Hundred Forty-Two Thousand and Five Hundred DOLLARS ($142,500.00), together with interest as provided for herein, in lawful currency of the United States of America.  This Convertible Promissory Note (this “ Note ”) shall bear interest at a rate of 10% per annum.

This Note is issued pursuant to, and is entitled to the benefits of the provisions of that certain Unit Purchase Agreement, dated as of December 27, 2007, (the “ Unit Purchase Agreement ”), between the Company and the Holder.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Unit Purchase Agreement.

SECTION 1
Terms

Section 1.1  Interest Rate .  The Company agrees that interest shall accrue on the outstanding principal amount of this Note from the date of this Note until the principal and interest have been converted in accordance with the provisions hereof or paid in full, with interest accruing at a fixed rate per annum equal to ten percent (10.0%).  Such interest shall be computed on the basis of actual days elapsed and a year of 360 days.

Section 1.2  Annual Interest Payment .  Subject to the earlier conversion of this Note, the interest accrued on this Note from the date of this Note through the December 27, 2008 shall be payable to the Holder in cash on December 27, 2008.  At the option of the Holder, such accrued interest, in whole or in part, may be converted into that number of fully paid and nonassessable shares of the Company’s common stock, $0.00001 par value (the “ Common Stock ”) as is obtained by dividing (A) the amount of such accrued interest by (B) the closing price of the Common Stock on December 27, 2008.

Section 1.3  Conversion Date .  On June 27, 2009 (the “ Maturity Date ”), the entire outstanding principal amount of this Note shall automatically convert into that number of fully

paid and nonassessable shares of Common Stock as is obtained by dividing (A) the entire outstanding principal amount of this Note by (B) $0.005 (the “ Conversion Price ”).  All or any portion of the accrued but unpaid interest on the Note shall, at the option of the Holder, be (i) converted into that number of fully paid and nonassessable shares of Common Stock as is obtained by dividing (A) such accrued but unpaid interest by (B) the Conversion Price or (ii) paid to the Holder in cash.

Section 1.4  Conversion Upon a Public Offering .  In the event that a Public Offering is completed before the Maturity Date, without any act by the Company or the Holder hereof, at the effective date of such Public Offering, the entire outstanding principal amount of this Note, together with all interest accrued thereon (such principal and accrued interest, the “ Outstanding Balance ”) shall be automatically converted into that number and type of equity securities issued by the Company in a Public Offering as is obtained by dividing (A) the Outstanding Balance by (B) the product of (i) the Offering Price and (ii) 0.50.  For purposes of this Note, (i) “ Public Offering ” shall mean an underwritten public offering of equity securities of the Company and (ii) “ Offering Price ” shall mean the per share or other unit price at which equity securities of the Company are offered in the Public Offering.

Section 1.5  Optional Prepayment .  Subject to the Holder’s right to have all interest accrued from the date of this Note through the December 27, 2008 converted into Common Stock in accordance with Section 1.2 hereof, beginning on December 27, 2008, the Company may, at its option, without premium or penalty, upon five (5) days prior written notice to the Holder, repay the unpaid principal amount of this Note, at any time in whole or from time to time in part, together with interest accrued thereon to the date of prepayment.  Any such prepayment shall be applied first to the payment of accrued interest and then to repayment of principal.  Upon any partial prepayment of the unpaid principal amount of this Note, the Holder shall make notation on this Note of the portion of the principal so prepaid.

Section 1.6  Subordination .  This Note shall be subordinated in all respects (including right of payment) to all other indebtedness of the Company, now existing or hereafter owing, to banks and other such financial institutions.

Section 1.6  No Fractional Shares or Scrips .  No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note.  In lieu of issuing such fractional shares, the Company shall pay all of the cash value of any fractional interest to Holder.

Section 1.7  No Impairment .  Without limiting or altering the provisions or obligations of the Company under this Note or the Unit Purchase Agreement, the Company shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it pursuant to this Note and the Unit Purchase Agreement and shall at all times in good faith assist in the observance or performance of any of the terms to be observed or performed by it pursuant to this Note and the Unit Purchase Agreement.

Section 1.8  Issuance of Shares .  Holder acknowledges that the Company currently has insufficient authorized shares of Common Stock to permit the conversion of this Note in accordance with Section 1.3 hereof.

2

Section 1.9  Release of Obligations .  Upon conversion or prepayment of this Note, the Company shall be forever released from all its obligations and liabilities under this Note.

Section 1.10  Adjustment .

(a)                                   Adjustments for Dividends and Distributions .  In the event the Company at any time or from time to time after the date hereof shall make, issue, or fix a record date for the determination of holders of capital stock entitled to receive a dividend or other distribution (including a stock split or subdivision) payable in securities of the Company, then and in such event provisions shall be made so that the Holder shall receive, upon conversion of this Note, in addition to the number of shares of Common St