CONSULTING AGREEMENT

This Agreement made by and between ProUroCare Medical Inc., with a place of business at 6440 Flying Cloud Drive, Suite 101, Eden Prairie, Minnesota 55344 (“PUC”), and Stan Myrum d/b/a LHG Consulting, Inc., with an address at 7348 Xene Lane North, Maple Grove, Minnesota 55311 (“Consultant”), this 8th day of May, 2013, with terms effective as of April 23, 2013;

WHEREAS, PUC wishes to avail itself, under the terms of this Agreement, of the services of Consultant;

WHEREAS, Consultant is agreeable, under the terms of this Agreement, to provide services to PUC;

NOW, THEREFORE, the parties agree as follows:

In consideration for Consultant agreeing to perform the duties as CEO of PUC, PUC agrees to secure and maintain D&O insurance of a type and in an amount typically obtained by companies similarly situated to PUC to protect Consultant from liability incurred as a result of Consultant’s performance of his duties as CEO of PUC. Additionally, PUC agrees to indemnify and hold harmless Consultant from and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorney’s fees which Consultant may suffer as a result of or relating to Consultant’s activities as CEO of PUC, unless Consultant’s actions constitute fraud, gross negligence, willful misconduct or malfeasance.

Consultant acknowledges that in the performance of Consultant’s work hereunder Consultant may obtain access to Confidential Information (as defined below) of PUC. Consultant agrees, during and for five (5) years from the date of expiration or termination of this Agreement, to (a) retain in confidence and not disclose to any third party and (b) use only for the purpose of carrying out Consultant’s work and services hereunder, any such Confidential Information. As used herein Confidential Information means any technical or non-technical information or data in written, oral or tangible form (including samples, models and prototypes) relating to PUC’s business or potential business operations or with respect to PUC’s research and development activities (including but not limited to new products or accessories, not generally available to or known to the public) that is disclosed to Consultant by or on behalf of PUC, or learned by Consultant pursuant to Consultant’s work hereunder. Furthermore, any technical or non-technical information or data developed or generated in whole or in part by Consultant pursuant to Consultant work hereunder (including without limitation any reports prepared by Consultant) shall be deemed Confidential Information. Upon completion of Consultant’s work hereunder or other termination of this Agreement, Consultant will return to PUC, as and if requested by PUC, all documents (including all copies thereof) and all tapes or other embodiments of information or data in each case containing or constituting Confidential Information disclosed to or generated by Consultant in connection with this Agreement as well as samples, models or prototypes supplied by PUC.

Copyrightable materials that Consultant develops under this Agreement shall be the property of PUC. Consultant agrees to assign such copyrightable materials to PUC and to sign any documents required by applicable copyright statutes in this or any other country. These copyrightable materials shall be deemed as “works made for hire” unless applicable law requires otherwise.

During the period of this Agreement, Consultant will not serve as a Consultant or provide services or perform duties for any third party within the Field of Prostate Cancer Diagnostic Products and Services or enter into any other agreement inconsistent with any term of this Agreement unless specifically agreed to in writing by the Board of Directors of PUC. Consultant shall, however, be permitted to act as a consultant and/or provide services to third parties on terms not inconsistent with any term of this Agreement.

Any dispute related to this Agreement between the Consultant and PUC, including its formation, performance, or termination, which cannot be resolved within a reasonable time, may be referred by any of the parties to binding arbitration in accordance with the Rules for Non-Administered Arbitration of Business Disputes of the Center for Public Resources, Inc., in effect as of the date of this Agreement. Such arbitration, which the parties intend to substitute for litigation, shall occur in Minneapolis, Minnesota, and the arbitration results may be entered as a final judgment in a court with jurisdiction. Such arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. Section 1-16 et seq.). All parties shall be responsible for their own costs and fees (including attorney’s fees), and shall divide common costs and fees equally. Any contrary provisions of the United States Arbitration Act notwithstanding, the parties expressly stipulate and agree that the arbitrator is not empowered to award damages in excess of actual damages; punitive, exemplary or treble damages are expressly agreed to be beyond the powers conferred upon the arbitrator. The parties further agree that the award rendered by the arbitrator shall not constitute a basis for collateral estoppel as to any issue.

Consultant consents to the use of the Consultant’s name, without prior written approval, in appropriate PUC materials such as, but not limited to, PUC publications, press releases, SEC filings, and offering memoranda.

For Purposes of this Agreement, a “Change in Control” is defined as follows: