Exhibit 10.4  


THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS
PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER
REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 


SUBSCRIPTION AGREEMENT – SALE OF
COMMON STOCK



	
  

 	
  

 
	
  

 	
 October 9, 2009

 



SecureCare Technologies, Inc.

1617 W. 6th Street

Suite C

Austin, Texas 78703


Attention: Neil Burley, Chief Financial Officer


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Sale of Common Stock 

 



Gentlemen:


          Effective
September 1, 2009, SecureCARE Technologies, Inc., a Nevada corporation
(hereinafter referred to as “SCUC” or the “Company”) is offering to a limited
number of investors (“Investors”), who are accredited investors, as hereinafter
defined, an aggregate of up to One Million Two Hundred and Fifty Thousand
(1,250,000) shares of its Common Stock for sale on a best effort basis at a
price of $0.08 per share from September 1, 2009 through September 21, 2009;
thereafter, the price of the shares will be $0.10 per share, par value $.001
per share (the “Common Stock” or “shares”). The Board of Directors of the
Company, effective, October 9, 2009, has extended the price of $0.08 per share
to close of business on October 31, 2009; thereafter, the price of the shares
will be $0.10 per share, par value $.001 per share.


          The
Company intends to offer the sale of its Common Stock (the “Offering”) from
time to time through October 31, 2009 with no minimum sales required, and may
determine to withdraw, limit or extend the offering at any time. SCUC has
furnished the undersigned with the information set forth in the Subscription
Agreement and in Section 2(a) below.






          The
Company will concurrently offer an aggregate of up to Three Hundred Twelve
Thousand Five Hundred (312,500) shares in an offer to a related-party note
holder (the “Holder”), to convert $25,000 in principal amount outstanding of a
$75,000, 6% unsecured promissory note, issued in June 2008, for the Company’s
Common Stock at a rate of one share of Common Stock for each $0.08 of Note
surrendered by the Holder (the “Exchange Offer”). The Exchange Offer will
expire on September 21, 2009.


          1.        Subscription.
Subject to the terms and conditions of this Subscription Agreement - Sale of
Common Stock, the undersigned hereby tenders this subscription and check, or
other appropriate form of payment, set forth at the foot of this agreement to
acquire the shares of Common Stock set forth at the foot of this agreement.
Upon the acceptance and payment of the purchase price, certificates for Common
Stock shares shall be issued to the Investors. Acceptance shall take place
within thirty (30) business days after receipt of the signed Subscription
Agreement and receipt of a check or other cleared funds for the purchase price.
The sale hereby is not conditioned upon receipt of a minimum amount of
proceeds. Acceptance and payment of the purchase price is deemed to be
completed upon receipt of this subscription and check, or other appropriate
form of payment, by any member of the Board of Directors of the Company.


                     (a)       Wiring
of funds to the Company for the subscribed purchase price. When the investor
desires to wire purchase funds directly to the Company, the following bank
wiring information is to be used:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Comerica Bank, Tarrytown Office

 
	
  

 	
  

 	
 2414 Exposition Boulevard

 
	
  

 	
  

 	
 Suite D110

 
	
  

 	
  

 	
 Austin, Texas 78703

 
	
  

 	
  

 	
 Contact: Mark Ruether (512)472-8216

 
	
  

 	
  

 	
 Account Name: SecureCare Technologies, Inc.

 
	
  

 	
  

 	
 Routing Number: 111000753

 
	
  

 	
  

 	
 Account Number: 1880981111

 
	
  

 	
  

 	
 SWIFT Code: MNBDUS33

 



          2.       Acknowledgments.
The undersigned acknowledges that the undersigned has had the opportunity to
review the following documents and has made such review as the undersigned has
deemed appropriate:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           All
 documents filed by the Company with the Securities and Exchange Commission of
 the United States of America and is particularly aware of the Company’s
 current cash needs, the risk factors set forth in its Form 10-KSB for the
 year ended December 31, 2008, the Company’s history of bankruptcy and that an
 investment in the Company is an extremely high risk investment. The
 undersigned further acknowledges that unless the Company sells a majority of
 the Common Stock, its chances for success will be further reduced to a
 significant extent. The undersigned is aware that the Company has previously
 raised funds from investors believing that it would not require further
 private investment to become a viable operating company and has been mistaken
 in this belief.

 


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          3.        Investment
Representations.


                     (a)       Investment
Intent. The undersigned represents that the undersigned is acquiring the
Shares pursuant to the Offer for investment only and not with a view to, or for
sale in connection with, any distribution thereof nor with any present
intention to sell such Shares, except in compliance with the Act. The Company
has no obligation to register the Shares under the Act and does not intend to
do so. For several years there has been an extremely limited trading market for
the Shares and no active market may ever develop. The certificates for the
Shares will bear the following legend or a legend similar thereto:


The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not be sold,
transferred, pledged, hypothecated, or otherwise disposed of in the absence of
(i) an effective registration statement for such securities under such act or
(ii) an opinion of company counsel that such registration is not required.


                      (b)       Transfer
Limited. The undersigned further acknowledges that the Shares to be
purchased hereby will have been issued pursuant to an exemption from
registration under the Act and the rules and regulations promulgated thereunder
and agrees not to sell or otherwise transfer or dispose of the Shares in any
transaction which, in the reasonable opinion of the Company’s counsel, would be
in violation of the Act. For the purpose of determining the Holder’s holding
period for the shares, the date of this agreement shall be deemed the date the
Holder acquired the Shares and such shares will not be salable for at least six
months thereafter absent a registration under the Act.


                      (c)       Experience.
The undersigned represents and warrants that the undersigned has such knowledge
and experience in financial and business matters that the Holder is and will be
capable of evaluating the risks and merits of an investment in the Shares to be
acquired hereby and that the Purchaser is able to bear the economic risks,
including total loss, of investing in the Shares.


                      (d)       No
Filing. The undersigned understands that no federal or state agency has
passed upon the Shares or made any findings or determination as to the fairness
of this investment.


          4.        Information
with Respect to the Undersigned. The undersigned represents
the following information is true and correct:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Holder:

 	
 (1)

 	
 ______________________________

 	
  

 	
  

 
	
  

 	
  

 	
           (Print
 Name)

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 ______________________________

 	
  

 	
  

 
	
  

 	
  

 	
           (Print
 Name)

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mailing Address:

 	
  

 	
 ______________________________

 	
  

 	
  

 
	
  

 	
  

 	
           (Name
 of Addressee)

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ______________________________

 	
  

 	
  

 
	
  

 	
  

 	
           (Number
 and Street)

 	
  

 	
  

 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 _____________

 	
 ____________

 	
 ____________

 	
  

 
	
  

 	
  

 	
 City

 	
 State

 	
 Zip Code

 	
  

 


3









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Facsimile No (Optional): ____________________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Social Security and/or

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 taxpayer identification

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 number(s):

 	
  

 	
 (1)

 	
 ____________________

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 ____________________

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ownership Form (check one):

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 __

 	
 Individual

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 __

 	
 Joint Tenancy

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 __

 	
 Community property

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 __

 	
 Tenancy-in-common

 	
  

 



          5.        Copies
of Notices. Copies of all notices or other communications to
be given or made hereunder will be transmitted to purchaser at its above
mailing address. 


          6.        Accredited
Investor. The undersigned represent(s) and warrant(s) that I
am (we are) “accredited investor(s)” as that term is defined in Rule 501 of
Regulation D promulgated by the Securities and Exchange Commission pursuant to
the Act as set forth below. (Initial the appropriate category of accredited
investor that each person satisfies and, in the case of joint or partnership
ownership, indicate which person the initialed category is applicable to):


	
  

 	
  

 
	
 ____

 	
 (1)        Such
 investor is a natural person who had individual income (excluding income of
 such investor’s spouse) in excess of $200,000 in each of 2007 and 2008 or
 joint income with such investor’s spouse in excess of $300,000 in each of
 those years and reasonably expects to reach the same income level in 2009
 (for purposes hereof, individual income being defined as adjusted gross
 income, without taking into account: (a) any deductions for long-term capital
 gains under § 1202 of the Internal Revenue Code of 1986, as presently amended
 (the “Code”); (b) any depletion deductions under Code § 611 et seq.; (c) any
 exclusion for interest under Code § 103; or (d) any partnership losses
 allocated to such Investor as reported on Schedule E of his Form 1040 or any
 successor form);

 
	
  

 	
  

 
	
 ____

 	
 (2)        Such
 investor is a natural person whose net worth at the time of purchase, either
 individually or jointly with such Investor’s spouse, exceeds $1,000,000
 (including such investor’s home, home furnishings and automobiles);

 


4









	
  

 	
  

 
	
 ____

 	
 (3)        Such
 investor is a trust, not formed for the specific purpose of acquiring the
 securities offered, with total assets in excess of $5,000,000 whose purchase
 is directed by a sophisticated person as described in Rule 506(b)(2)(ii)
 under the Act;

 
	
  

 	
  

 
	
 ____

 	
 (4)        Such
 investor is a corporation, partnership, trust or other entity in which all of
 the equity owners are Accredited Investors; or

 
	
  

 	
  

 
	
 ____

 	
 (5)        Other
 (details below):

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	 

 



          7.        Tax
Consequences. No effort has been made to provide any advice as to
the federal, state or local income tax consequences of my investment in the
Notes and Shares. I have been advised to seek my own independent advice as to
the tax consequences of an investment in the Notes and Shares.


          8.        Survival
and Indemnification. The undersigned agree(s) that the
representations contained herein shall survive the purchase of the Notes and
Shares and that he (they) will indemnify and hold harmless SCUI from and
against loss, damage or liability arising from a claim of or action instituted
by a third party including any governmental or regulatory body investigation,
or proceeding arising from a breach of any representation or material
misrepresentation of the undersigned contained herein. The indemnities provided
herein shall not be deemed exclusive remedies but are in addition to all other
rights and remedies available to either or both of the parties pursuant to this
Agreement. 


          9.        Miscellaneous.



          In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby,
it being intended that all of the rights and privileges shall be enforceable to
the fullest extent permitted by law. 


          This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter. This Agreement may only be modified in writing
signed by the undersigned and the Company. 


          This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of Texas applicable to
agreements made and to be performed entirely within such State.


5






          IN WITNESS
WHEREOF, the undersigned have executed this Subscription Agreement –
Sale of Common Stock as of the day and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
 (1) _____________________________

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 (2) _____________________________

 	
  

 



Amount Subscribed for:


$__________________________ , totaling _____________
shares of Common Stock (Par Value $0.001)


          The
foregoing subscription is hereby accepted by SecureCare Technologies, Inc., as
of the ___ day of ___________ , 2009.


	
  

 	
  

 	
  

 
	
  

 	
 SecureCare
 Technologies, Inc.

 
	
  

 	
 (a Nevada Corporation)

 
	
  

 	
  

 
	
  

 	
 By:

 	 

 
	
  

 	
  

 	
 Neil Burley, Chief Financial Officer

 


6