Exhibit 10.1


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


	
  

 	
  

 
	
  

 	
 November 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:


          In
its efforts to raise $250,000 in funds for its planned working capital
requirements, effective November 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 Thee Million One
Hundred Twenty Five Thousand (3,125,000) shares of its Common Stock for sale on
a best effort basis at a price of $0.08 per share from November 1, 2009 through
March 31, 2010.


          The
Company intends to offer the sale of its Common Stock (the “Offering”) from
time to time through March 31, 2010 with no minimum sales required, and may
determine to withdraw, limit or extend the offering at any time. The Company
retains the right, at its sole discretion, and without notice to the prior
investors in the Offering, to increase the funds it is raising in the Offering
to $300,000, for which a total of 3,750,000 shares will be issued.






          Effective
November 1, 2009 and upon commencement of the Offering, a total of Two Hundred
Thousand ($200,000) in funds from the Offering have been guaranteed on a
stand-by basis by certain of the participating investors. The Company has
agreed to compensate the participating stand-by investors an amount equal to
ten percent (10%), or Twenty Thousand Dollars ($20,000) of the guaranteed
funds, in the form of shares of Common Stock of the Company (the
“Compensation”), with one share being issued for each $.08 of the Compensation
, for a total of Two Hundred Fifty Thousand (250,000) shares to be issued (the
“Compensation Shares”). The Company retains the right, at its sole discretion,
and without notice to the prior investors in the Offering, to increase the
total amount of funds guaranteed on a stand-by basis to Two Hundred Fifty
Thousand ($250,000), for which the ten percent (10%) Compensation would
increase to Twenty Five Thousand Dollars ($25,000) in the form of shares of
Common Stock of the Company, with one share being issued for each $.08 of the
Compensation, for a total of Three Hundred Twelve Thousand Five Hundred
(312,500) Compensation Shares to be issued. The Compensation Shares will be
issued after the Offering has been completed. The Company anticipates it will
issue the Compensation Shares on April 1, 2010.


          SCUC
has furnished the undersigned with the information set forth in the
Subscription Agreement and in Section 2(a) below.


          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.

 



          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: 

 	
 /s/ Neil Burley

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Neil Burley, Chief Financial Officer