Exhibit 10.2 


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



	
 

	
 


	
 

	
May 1, 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
February 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 Four Million (4,000,000) shares of its Common
Stock for sale on a best effort basis at a price of $0.10 per share, par value
$.001 per share (the “Common Stock” or “shares”). 


The Company
intends to offer the sale of its Common Stock (the “Offering”) from time to time
through April 30, 2009 (and as extended by the Company’s Board of Directors,
through June 30, 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 Million (3,000,000) shares
in an offer to the holders of an aggregate of $300,000 in principal amount
outstanding of 8% unsecured promissory notes issued between October 1, 2008 and
January 31, 2009 to exchange the notes for the Company’s Common Stock at a rate
of one share of Common Stock for each $0.10 of Note surrendered by the Holder
(the “Exchange Offer”). The Exchange Offer will expire on February 23, 2009.
There is no minimum number of Notes that must be exchanged. 






          The
Board of Directors has indicated that upon completion of the Offering of its
Common Stock, it will adjust (the “Adjustment”) the Management, Employee and
Board of Director Stock Options that have been granted by granting additional
options so that the outstanding options represent the right to purchase an
aggregate of 28% of the issued and outstanding shares of the Company on a fully
diluted basis. As of February 1, 2009, Management, Employee and Board of
Director Stock Options outstanding represent the right to purchase an aggregate
of 28% of the issued and outstanding shares of the Company on a fully diluted
basis. Accordingly, the Adjustment will result in a dilution of up to 28% of
the shares outstanding upon completion of the Offering.


          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.


          (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, 2007, 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.










	
 

	
 


	
 

	
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





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);


	
 

	
 


	
____

	
(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.


          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