Code of Conduct

ProUroCare Medical, Inc. and its subsidiaries (collectively, the “Company”) has a policy of requiring adherence to the highest ethical standards in all its dealings with customers, vendors, employees and stockholders. Ethical behavior contemplates the principals of morality, fairness and respect.

Coverage In addition to strict adherence to the Ethics Policy and all other applicable policies, this Code of Conduct (this “Code”) applies to all employees, officers and directors of the Company; provided that, Article III below applies solely to financial management of the Company as identified therein.

This Code is intended to comply with all applicable rules and regulations, including without limitation Nasdaq’s “code of conduct” provisions and those promulgated by the Securities and Exchange Commission under Section 406 of the Sarbanes-Oxley Act of 2002.

Conflicts of Interest The Company expects everyone to avoid conducting personal or private business that conflicts with, or gives the appearance of conflicting with, the interests of the Company. You are also required to notify the Company in the event you encounter actual or potential conflicts in the future.

Fair Dealing We do not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor to deal fairly with the Company’s service providers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

Compliance with the Law You are required to obey all governmental laws, rules and regulations applicable to your conduct of the Company’s business. In this regard, it is your responsibility to become familiar with the rules, regulations and laws that may apply to your business dealings. Merely complying with the law, however, should not comprise the limits of your ethical behavior. Rather, this requirement is the minimum, essential part of your ethical responsibility.

Ethical Obligations Regarding SEC Reports and Other Public Communications As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission and other public communications be accurate and timely. Depending upon your position with the Company, you may be called upon to provide information to assure that the Company’s public reports are accurate, complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate information related to the Company’s public disclosure requirements.

All of our employees and directors must strive to adhere to these principles and to cultivate a culture throughout the Company that promotes the fair and timely reporting of the financial results and condition of the Company.