EXHIBIT 10.6

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


                                                         MM/DD/2006

SecureCARE Technologies, Inc.
3755 Capitol of Texas Highway - Suite 160E
Austin, TX  78704

Attention:  Neil Burley, Interim CEO
            ------------------------

                  Re:      Purchase of Common Stock
                           ------------------------

Gentlemen:

         SecureCARE Technologies, Inc., a Nevada corporation (hereinafter
referred to as "SCUI" or the "Company") is offering to a limited number of
investors ("Investors"), who are accredited investors, as hereinafter defined,
an aggregate of up to Five Hundred Seventy Six Thousand Five Hundred Seventeen
Dollars and Fifty Cents ($576,517.50) for common share equivalents expressed as
an aggregate of approximately 253,733 shares of a newly designated Series C
Mandatory Converting Preferred Stock ("Series C Stock" or the "Shares") which in
the aggregate will represent 50,746,653 common share equivalents, or
approximately 19% of the fully diluted shares of the Company outstanding. The
Company will engage in a further round of financing, which, if affected, will
reduce the Investor's percentage ownership interest.

         The Company intends to offer the Shares of Series C Stock (the "Share
Offering") from time to time through October 31, 2006 with no minimum sales
required, and may determine to withdraw, limit or extend the offering at any
time. SCUI has furnished the undersigned with the information set forth in this
Subscription Agreement and in Section 2(a) below.

         1.       Subscription. Subject to the terms and conditions of this
Subscription Agreement, the undersigned hereby tenders this subscription and
check in the amount set forth at the foot of this agreement to acquire the

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number of Shares of Series C Stock set forth at the foot of this agreement for
the price set forth thereon. Upon the acceptance and payment of the purchase
price, certificates shall be issued to the undersigned representing the Shares
of Series C Stock subscribed for herein. Acceptance shall take place within
twenty (20) 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 minimal amount of proceeds.

         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, 2005, the Company's history of
                  bankruptcy and that an investment in the Company is an
                  extremely high risk investment.

         3.       Investment Representations.

                  (a)      Investment Intent. The undersigned represents that
the undersigned is acquiring the Shares to be purchased hereby 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. There is no trading market for the Shares and none
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.

                  (c)      Experience. The undersigned represents and warrants
that the undersigned has such knowledge and experience in financial and business
matters that the Purchaser is and will be capable of evaluating the risks and
merits of an investment in the Shares to be purchased 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.

<PAGE>

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


Name of Purchaser:                     (1) _____________________________________
                                              (Print Name)

                                       (2) _____________________________________
                                              (Print Name)

Mailing Address:                           _____________________________________
                                              (Name of Addressee)

                                           _____________________________________
                                              (Number and Street)

                                     _____________    _________     ____________
                                        City           State         Zip Code


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):

<PAGE>

___      (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 2004 and 2005 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 2006 (for purposes hereof, individual
         income being defined as adjusted gross income, without taking into
         account: (a) any deductions for long-term capital gains under ss. 1202
         of the Internal Revenue Code of 1986, as presently amended (the
         "Code"); (b) any depletion deductions under Code ss. 611 et seq.; (c)
         any exclusion for interest under Code ss. 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);

___      (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 Shares. I have been advised to seek my own independent advice
as to the tax consequences of an investment in the Shares.

         8.       Survival and Indemnification. The undersigned agree(s) that
the representations contained herein shall survive the purchase of the 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

<PAGE>

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 SCUI.

         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.

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

         (1)  _____________________________


         (2)  _____________________________


Amount Subscribed for:

$XX,XXX
-------------

Shares of Series C Stock XX,XXX (Number of shares equal amount subscribed for
divided by $2.27214, each representing 200 common share equivalents at $.0113607
per share equivalent)

         The foregoing subscription is hereby accepted by SecureCARE
Technologies, Inc., as of the day of           , 2006.


                                       SecureCARE Technologies, Inc.
                                       (a Nevada Corporation)


                                       By: _____________________________________
                                           Neil Burley, CFO