EXHIBIT 4.2

FORM OF WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.  THEY 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 PROUROCARE MEDICAL INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE
COMMON STOCK
OF
PROUROCARE MEDICAL INC.

VOID AFTER DECEMBER 31, 2012

This Warrant is issued to [                ] , or its registered assigns (“ Holder ”) by ProUroCare Medical Inc. , a Nevada corporation (the “ Company ”), on [Insert date], 2008(1)  (the “ Warrant Issue Date ”) for a purchase price of $[      ] (the “ Warrant Purchase Price ”).  This Warrant is issued pursuant to the terms of that certain Unit Purchase Agreement dated as of                                   , 2008 (the “ Purchase Agreement ”) in connection with the Company’s issuance to the Holder of a Convertible Promissory Note dated as of the date hereof (the “ Note ”), in the original principal amount of $                    .  This Warrant is intended to be an investment warrant and is not issued in consideration of any services.

1.     Purchase of Shares.  Subject to the terms and conditions hereinafter set forth and set forth in the Purchase Agreement, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to [                  ] fully paid and nonassessable shares of Common Stock of the Company, as constituted on the Warrant Issue Date (the “ Common Stock ”).  The number of shares of Common Stock issuable pursuant to this Section 1 (the “ Shares ”) shall be subject to adjustment pursuant to Section 8 hereof.

2.     Exercise Price .   The purchase price for the Shares shall be (a) equal to 50% of the per share or other unit price at which equity securities are sold in the Company’s Public Offering (as defined below) or, (b) in the event that the Company fails to close the Public Offering prior to [the eighteen-month anniversary of the date of the Purchase Agreement] (the “ Conversion Date ”) , the per share purchase price for the Shares shall be equal to 50% of the closing price of the Common Stock on [the eighteen-month anniversary of the date of the Purchase Agreement] .  Such price is herein referred to as the “ Exercise Price ”.  For purposes of this Warrant, “ Public Offering ” shall mean an underwritten public offering of equity securities of the Company.

1 The date of the Purchase Agreement.

3.     Exercise Period.  This Warrant shall become exercisable, in whole or in part, commencing upon the earlier of (i) the closing of the Public Offering or (ii)  the Conversion Date, and it shall remain so exercisable until 5:00 p.m., Minneapolis time, on December 31, 2012.

4.     Method of Exercise.  While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby.  Such exercise shall be effected by:

(a)   the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise attached hereto, to the Secretary of the Company at its principal offices;

(b)   the payment to the Company of a cash amount equal to the aggregate Exercise Price for the number of Shares being purchased; and

(c)   the delivery of a subscription agreement, an investment letter or similar document acceptable to the Company demonstrating that the sale of Shares to be purchased is exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), and any applicable state securities laws (unless a registration statement covering the Shares being purchased shall have been declared effective by the Securities and Exchange Commission).

5.     Certificates for Common Stock.  Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, bearing the restrictive legend set forth in Section 12 of this Warrant, and in any event within 30 days of the delivery of the subscription notice.

6.     Intentionally Omitted.

7.     Issuance of Shares .  The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof.

8.     Adjustment of Exercise Price and Number of Shares.  The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a)   Subdivisions, Combinations and Other Issuances .  If the Company shall at any time prior to the expiration of this Warrant 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 issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.  Any adjustment under this Section 8(a) 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.

2

(b)   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 8(a) 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 Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, 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 purchasable by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger or sale.  In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

(c)   Minimum Adjustment .  Notwithstanding anything herein to the contrary, no adjustment under this Section 8 need be made to the Exercise Price unless such adjustment would require an i