EXHIBIT 4.2

                                 PROMISSORY NOTE
                                 ---------------

$50,000                                                            July 27, 2005
                                                                   Austin, Texas

         FOR VALUE RECEIVED, SecureCARE Technologies, Inc., a Nevada
corporation, whose address is 3001 Bee Caves Road, Suite 150, Austin, Texas
78746 (hereinafter the "Maker" or the "Company") promises to pay to the order of
XXXXX in lawful money of the United States of America, the principal amount of
Fifty Thousand ($50,000.00) Dollars together with interest at the rate of Ten
(10%) per cent in the amount of Five Thousand ($5,000) dollars sixty days from
the date hereof.

         In the event the principal and interest hereunder shall remain unpaid
for a period of ten (10) days or more, a late charge equivalent to five (5%)
percent of such payment shall be charged. Payments of installments of interest
made in common stock shall be deemed timely made if the Company shall have
instructed its transfer agent to issue the common stock to the Holder prior to
the due date of the installment and the Company proceeds in good faith to effect
such issuance. In the event of default in any payment due under this convertible
promissory note, which remains unpaid for a period of ten days or more, the
principal and accrued interest amount shall immediately become due and payable
without any further demand or request.

         If any payment of principal or interest on this Note becomes due and
payable on a Saturday, Sunday or public holiday under the laws of the State of
Texas, the due date hereof shall be extended to the next succeeding full
business day. All payments received by the holder shall be applied first to the
payment of accrued interest and then to principal.

         This Note together with the interest thereon may be prepaid in whole or
in part at any time, but each prepayment shall be in whole number multiples of
$1,000 or such lesser amount as may then remain outstanding on this Note. All
prepayments shall be applied to first to accrued interest and thereafter to
principal.

         In the event that this Note shall be placed in the hands of an attorney
for collection by reason of any default hereunder, the undersigned agrees to pay
reasonable attorney's fees and disbursements and other reasonable expenses
incurred by the payee in connection with the collection of this Note.

         The rights, powers and remedies given to the payee under this Note
shall be in addition to all rights, powers and remedies given to it by virtue of
any statute or rule of law.

         Any forbearance, failure or delay by the payee in exercising any right,
power or remedy under this Note or otherwise available to the payee shall not be
deemed to be a waiver of such right, power or remedy, nor shall any single or
partial exercise of any right, power or remedy preclude the further exercise
thereof.

         No modification or waiver of any provision of this Note shall be
effective unless it shall be in writing and signed by the payee, and any such
modification or waiver shall apply only in the specific instance for which
given.
<PAGE>

         This Note and the rights and obligations of the parties hereto, shall
be governed, construed and interpreted according to the laws of the State of
Texas wherein it was negotiated and executed, and the undersigned consents and
agrees that the State and Federal Courts which sit in the State of Texas and the
County of Travis shall have exclusive jurisdiction of all controversies and
disputes arising hereunder.

         The undersigned waives the right in any litigation with the payee to
trial by jury.

         The term "payee" as used herein shall be deemed to include the payee
and its successors, endorsees and assigns.

         The undersigned hereby jointly and severally waive presentment, demand
for payment, protest, notice or protest and notice of non-payment hereof.


                                       SecureCARE Technologies, Inc.


                                       By: /s/ NEIL BURLEY
                                           -------------------------------------
                                           Neil Burley, CFO