EXHIBIT 4.2
 [LOGO OMITTED]
    Argilus
Investment Banking

Kenneth K. Conte
Managing Partner
(585) 248-3760

James M. Croop
Special Advisor
(585) 233-3073

John P. Scanlon
Sr. Vice President
(585) 248-3760

John D. Harbaugh
Sr. Vice President
(585) 248-3760

John S. Blanchard
Vice President
(585) 248-3760

Argilus, LLC
3 South Main Street
Pittsford, NY 14534
p (585) 248-3760
f (585) 248-3827
www.argilus.com

September 23, 2005

Robert J. Woodrow
President & CEO
SecureCARE Technologies, Inc.
3001 Bee Caves Road
Austin, TX 78746

PERSONAL & CONFIDENTIAL

Dear Bob:

     We are pleased to set forth the terms of the  engagement  of  Argilus,  LLC
("Argilus")  by  SecureCARE  Technologies,   Inc.  and  any  of  its  affiliates
(collectively,   the  "Company"  or   "SecureCARE")   in  connection   with  the
recapitalization, sale or merger (collectively, a "Transaction") of the Company.
This Engagement Letter (the "Agreement") will confirm Argilus' engagement by the
Company on the following terms and conditions:

1    Services To Be Provided. Argilus is engaged by the Company as its exclusive
     financial  advisor and agent in connection with the financial  transactions
     described below for 150 days from the date the letter is signed  (renewable
     by the Company).  In connection  with Argilus'  activities on the Company's
     behalf,   Argilus  will  familiarize   itself,  to  the  extent  reasonably
     necessary, with the business, operations,  properties,  financial condition
     and  prospects  of the  Company,  and as  soon as  reasonably  practicable,
     complete  an  initial  analysis  of the  Company's  operational  viability.
     Assuming viability,  in connection with our role as your financial advisor,
     we would  expect our  services  to include  the  following,  (as  described
     below):

     a.  Financial  Advisory  Services.  Argilus  will assist the Company in (i)
         developing a plan to  restructure  the Company's  financial  structure;
         (ii) implementing any such restructuring  plan through  discussions and
         negotiations with creditors, and parties in interest and with potential
         parties  to any  transaction;  (iii)  structuring  and  raising  equity
         securities  issued by the Company;  (iv) evaluating any securities that
         might be issued in  connection  with any  restructuring  plan;  and (v)
         assisting,   implementing   or   facilitating   the   sale  of  all  or
         substantially all of the Company's assets or equity through a merger or
         other business arrangement.

     b.  Argilus  will  assist  the  Company in such  other  financial  advisory
         services  as may be  mutually  agreed  upon by Argilus  and the Company
         including but not limited to assisting the Company in the raising of up
         to $10 (ten) million in equity securities.
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9/28/05
Page 2

     c.  evaluate  potential  third party investors which Navistar may desire to
         engage in any Capital Raise,  whether identified by Navistar or Argilus
         ("Investors");

2    Fees. In consideration for our services pursuant to this Agreement, Argilus
     shall be  entitled to receive,  and the Company  shall pay to Argilus  only
     upon  the  consummation  of  a  Transaction,   the  sum  of  the  following
     compensation,  which  greater  amount  will be defined as the  "Transaction
     Fee":

     a.  Engagement  Fees. Upon execution of this  Agreement,  the Company shall
         pay to Argilus an Engagement Fee of $25,000. The Engagement Fee will be
         paid upon the signing of this  agreement.  The Initial  Engagement  Fee
         shall be earned when due hereunder and shall be non-refundable.

     b.  Capital  Raising  Fee.  Upon  the  closing  of any  capital  raised  or
         refinanced  for the Company or sale of Company's  assets or equity (the
         "Financing"),  the  Company  shall  pay to  Argilus  a cash  fee on the
         closing (the  "Capital  Raising Fee") equal to, in the  aggregate,  the
         following:

         i.   1.0 % of the gross amount of all senior debt raised or refinanced;
              plus

         ii.  7.0% of all subordinated debt raised or refinanced; plus

         iii. 8.0% of all equity financing raised; plus

         iv.  Warrants.  The Company  shall,  upon  completion of the Financing,
              grant  Argilus,  or  its  designees,   a  stock  purchase  warrant
              ("Warrant")  exercisable  to purchase such number of shares of the
              common stock or other  securities of Company  ("Shares")  equal to
              ten percent (10%) of the Shares issued or issuable upon conversion
              by the Investors. The Warrant shall be exercisable for a period of
              five years from the date of issuance,  and shall enable the holder
              to purchase  securities  which are identical in all other respects
              (terms and  conditions) to the  securities  purchased by Financing
              Sources,  including  effective  price per share.  The terms of the
              Financing  Warrants  shall  be  set  forth  in an  agreement  (the
              "Financing  Warrant   Agreement")  which  shall  be  in  the  form
              acceptable  to  Argilus  and  shall  contain  customary  terms for
              agreements of this type.

         v.   It is  anticipated  that new capital  raised will be invested in a
              "staged" or "laddered" manner. In the event that the investment is
              staged  or  laddered,  the  Capital  Raising  Fee shall be paid to
              Argilus, according to the schedule in Appendix B.
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9/28/05
Page 3

     c.  Expenses.  In addition to the fees described  above, the Company agrees
         to promptly  reimburse  Argilus,  upon request  from time to time,  for
         out-of-pocket  expenses incurred by Argilus up to any aggregate maximum
         of $7,500,  which shall be  itemized,  unless the Company has agreed in
         writing to a greater  amount  during the term of this  engagement.  All
         other   fees  and   expenses,   direct  or   indirect,   are  the  sole
         responsibility of Argilus, LLC.

     d.  For purposes of this Agreement,  the term "Transaction Value" means (i)
         the total amount of cash paid, directly or indirectly,  for the assets,
         business or equity of the  Company;  (ii) the fair market  value of any
         assets, securities or other property or rights transferred, directly or
         indirectly,  in  payment  for the  assets,  business  or  equity of the
         Company  (including,  without  limitation,  payments  to be made  under
         non-competition,  goodwill purchase  agreement or similar  arrangements
         and any deferred or contingent payments),  except that debt instruments
         will be valued at the face amount thereof;  (iii) the principal  amount
         of any indebtedness  assumed by a buyer for borrowed money appearing on
         the most recent balance sheet of the Company prior to the  consummation
         of the transaction;  and (iv) the aggregate amount of any distributions
         declared by the Company with respect to its  membership  after the date
         hereof,  other than normal recurring cash  distributions in amounts not
         materially greater than currently paid.

         For purposes of calculating the Transaction Value,  securities shall be
         valued at the greater of the purchase  price received by the Company or
         its partners or the fair market value of securities  for which there is
         an  established  trading  market will be the closing  sale price of the
         securities  on the trading day preceding the date of the closing of the
         transaction. The fair market value of any assets, securities,  property
         or rights  (other  than as provided  above) will be mutually  agreed by
         Argilus  and the  Company.  If the parties  cannot  agree upon the fair
         market value of such assets, securities,  property or rights, they will
         choose a  qualified  appraiser  of national  standing  to  conclusively
         determine,  at the  Company's  expense,  such fair market  value.  Upon
         request,  the Company will make  available  to Argilus any  information
         available to it for purposes of calculating the amount of any component
         of the Transaction Value.

         The  Transaction Fee will become payable at closing by the Company upon
         consummation   of  (a)  any  merger,   consolidation,   reorganization,
         recapitalization or other transaction or series of related transactions
         pursuant to which the Company is acquired by or combined  with  another
         person or entity or (b) the  acquisition,  directly or  indirectly,  by
         another person or entity, in a single  transaction or series of related
         transactions,  of (i) all or a  substantial  portion  of the  assets or
         business of the Company or (ii) securities  representing  the equity of
         the Company.

3    Cooperation.  In  connection  with  Argilus'  activities  on the  Company's
     behalf,  the Company will cooperate with and will furnish  Argilus with all
     information  and data  concerning  the  Company  and any  Transaction  (the
     "Information") which Argilus deems appropriate and will provide Argilus
<PAGE>

9/28/05
Page 4

     with access to the Company's officers,  directors,  independent accountants
     and legal counsel.  The Company  represents  that all  Information (a) made
     available  to Argilus by the Company or (b)  contained in any filing by the
     Company with any court or any governmental or regulatory agency, commission
     or instrumentality  each (an "Agency") will, at all times during the period
     of the  engagement  of Argilus  hereunder,  be to the best of the Company's
     knowledge  complete  and  correct  in all  material  respects  and will not
     contain any untrue  statement of material  fact or omit to state a material
     fact  necessary in order to make the  statements  therein not misleading in
     the light of the  circumstances  under which such  statements are made. The
     Company further represents and warrants that any projections will have been
     prepared in good faith and will be based upon assumptions,  which, in light
     of the circumstances under which they are made, are reasonable. The Company
     acknowledges and agrees that, in rendering its services hereunder,  Argilus
     will be using and relying on the  Information  (and  information  available
     from public sources and other sources deemed  reliable by Argilus)  without
     independent  verification  thereof or  independent  appraisal of any of the
     Company's assets.  Argilus does not assume  responsibility for the accuracy
     or completeness of the Information or any other  information  regarding the
     Company or any Transaction. Any advice rendered by Argilus pursuant to this
     Agreement  may not be disclosed  publicly  without  Argilus'  prior written
     consent.

4    Indemnification. The Company agrees to indemnify Argilus in accordance with
     the  indemnification  provisions  attached to this Agreement as Appendix A,
     which are incorporated herein and made a part hereof.

5    Other Matters.
     -------------

     a.  The Company hereby  acknowledges  that it is a  sophisticated  business
         enterprise that has retained Argilus for the limited purposes set forth
         in this  Agreement  and the  parties  acknowledge  and agree that their
         respective rights and obligations are contractual in nature. Each party
         disclaims an intention to impose fiduciary  obligations on the other by
         virtue of the engagement contemplated by this Agreement.

     b.  This  Agreement may be  terminated  with or without cause by Argilus or
         the  Company at any time upon  receipt  of written  notice by the other
         party to that effect. Upon termination of the Agreement,  neither party
         will have any liability or continuing  obligation to the other,  except
         that: (i) the remaining balance of the Engagement Fee (if any) shall be
         paid  in  full  to  Argilus  by the  Company  upon  termination  of the
         Agreement;  (ii) the  indemnification  provisions  of Exhibit A to this
         Agreement will survive any such termination and if a Transaction is (1)
         consummated from the date of such  termination  through the twelve (12)
         month  anniversary of this letter or (2) consummated  with a Designated
         Party from the date of such  termination  through the twenty-four  (24)
         month  anniversary  of this letter (or if a definitive  agreement  with
         respect to such a  Transaction  which is  subsequently  consummated  is
         entered into during such periods and closed anytime thereafter), the
<PAGE>

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         Company will remain  obligated to pay Argilus the  Transaction  Fee and
         any other fees earned in accordance  with the terms of this  Agreement;
         provided,  however,  that  if (a)  Argilus  terminates  this  Agreement
         without  Argilus  Cause  (as  hereafter  defined),  Argilus  shall  not
         thereafter be entitled to such  Transaction  Fee except for the Initial
         Engagement Fee or (b) the Company terminates this Agreement for Company
         Cause (as such term is hereafter defined), Argilus shall not thereafter
         be entitled to such  Transaction Fee except for the Initial  Engagement
         Fee. For purposes of this Agreement  only,  "Argilus  Cause" shall mean
         and  include  (i) the  Company's  breach of any term of this  Agreement
         (including,  without  limitation,  assisting  Argilus  in  its  efforts
         hereunder) or (ii) the Company's  failure to pursue a Transaction or to
         assist Argilus in the  consummation  of a Transaction.  For purposes of
         this  Agreement,  "Company  Cause" shall mean and include only Argilus'
         gross negligence,  willful misconduct, or substantial nonperformance of
         the  services  contemplated  by this  Agreement.  For  purposes of this
         Agreement,  "Designated  Party"  shall mean and  include (i) any entity
         that Argilus  designates to the Company in writing,  from time to time,
         as having been  contacted by Argilus in  connection  with its Financial
         Advisory Services (as described above) and (ii) any affiliate, insider,
         or  person   controlled   by  or  under  the  control  of  any  of  the
         aforementioned foregoing.

     c.  Without prior written  consent of the Company,  Argilus  (including its
         officers, directors,  employees and representatives) shall not disclose
         any Confidential  Information concerning the Company to any prospective
         provider  of  capital  or any  other  person  who has not  executed  an
         agreement  to keep such  information  confidential;  provided,  however
         Company  shall  not  reasonably  withhold  its  consent.   Confidential
         Information shall include all information furnished to Argilus by or on
         behalf of the Company or to which Argilus has access,  whether in oral,
         written  or  graphic  form.  Without  prior  written  consent  from the
         Company,  Argilus  (including  its officers,  directors,  employees and
         representatives)  will not disclose to any person  either the fact that
         discussions  or  negotiations  are  taking  place  or the  terms of the
         possible transaction.

     d.  The validity and interpretation and enforcement of this Agreement shall
         be governed by the law of the State of New York  without  reference  to
         conflict of law principles.  The Company hereby irrevocably  submits to
         the  jurisdiction of any court located in Monroe County in the State of
         New  York for the  purpose  of any  suit,  action  or other  proceeding
         arising out of this Agreement, or any of the agreements or transactions
         contemplated  hereby,  which is brought by or against the Company,  and
         (i) hereby  irrevocably  agrees  that all claims in respect of any such
         suit,  action or  proceeding  may be heard and  determined  in any such
         court  and  (ii) to the  extent  that  the  Company  has  acquired,  or
         hereafter may acquire, any immunity from jurisdiction of any such court
         or from any legal process  therein,  the Company hereby waives,  to the
         fullest extent permitted by law, such immunity.
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     e.  The benefits of this Agreement shall inure to the respective successors
         and  assigns  of the  parties  hereto  and of the  indemnified  parties
         hereunder and their successors and assigns and representatives, and the
         obligations  and  liabilities  assumed in this Agreement by the parties
         hereto shall be binding upon their  respective  successors and assigns.
         Argilus may not assign its obligations hereunder. No fee payable to any
         other  financial  advisor  by the  Company  or  any  other  company  in
         connection with the subject matter of this  engagement  shall reduce or
         otherwise affect any fee payable hereunder to Argilus.

     f.  Argilus  and the  Company,  acting  through  senior  management,  shall
         cooperate fully in the engagement contemplated by this Agreement.

     If the foregoing  correctly sets forth our  understanding,  please sign the
     enclosed copy of this  Agreement in the space  provided and returning it to
     us along  with a check  made in the  amount  of  $25,000  made  payable  to
     Argilus, LLC.

Very truly yours,

Argilus, LLC

By:    /s/ KENNETH K. CONTE
       ---------------------------
       Kenneth K. Conte

Title: Managing Partner
       ---------------------------

Confirmed and Agreed to this
____ day of September, 2005.


SecureCARE Technologies, Inc. By:

By:    /s/ ROBERT J. WOODROW
       ---------------------------
       Robert J. Woodrow

Title: President & CEO
       ---------------------------
<PAGE>

                                   APPENDIX A
                                   ----------

This  Appendix A is  incorporated  in and made a material  part of that  certain
Letter Agreement dated September 28, 2005 between  Argilus,  LLC ("Argilus") and
SecureCARE Technologies, Inc. and its affiliates,  (collectively,  the "Company"
or  "SecureCARE").  In the event that Argilus becomes  involved in any capacity,
other than as a plaintiff, in any action, proceeding or investigation brought by
or against any person, including general partners of the Company, or any related
entity in connection with any matter related to the assignment described in this
letter, the Company  periodically will reimburse Argilus for its legal and other
expenses  (including the cost of any investigation  and preparation)  reasonably
incurred in connection therewith;  provided, however, that if it is found in any
such  action,  proceeding  or  investigation,  that any loss,  claim,  damage or
liability  of Argilus has  resulted  from the gross  negligence  or bad faith of
Argilus in performing the services which are the subject of this letter, Argilus
shall repay such  portion of the  reimbursed  amounts  that is  attributable  to
expenses  incurred in  relation  to the act or omission of Argilus  which is the
subject of such  finding.  The  Company  also will  indemnify  and hold  Argilus
harmless against any losses,  claims,  damages or liabilities to any such person
in  connection  with any matter  related  to the  assignment  described  in this
letter,  except to the extent  that any such  loss,  claim  damage or  liability
results  from the gross  negligence  or bad faith of Argilus in  performing  the
services  that are the subject of this letter.  The Company  shall be liable for
any  settlement  of any claim against  Argilus made with the  Company's  written
Consent, which consent shall not unreasonably be withheld, and the Company shall
not,  without the prior  written  consent of Argilus,  which  consent  shall not
unreasonably be withheld,  settle or compromise any claim or permit a default or
consent to the entry of any judgment in respect hereof,  unless such settlement,
compromise or consent includes,  as an unconditional term thereof, the giving by
the claimant to Argilus of an  unconditional  release from any and all liability
in respect of such claim.  Argilus shall have the right to retain counsel of its
own  choice  to  represent  it in  connection  with any  matter  as to which the
indemnity,   expense  reimbursement  and  contribution   provisions  apply.  The
reimbursement,  indemnity and contribution obligations of the Company under this
paragraph  shall be in  addition  to any  liability  in which  the  Company  may
otherwise have, shall extend upon the same terms and conditions to any affiliate
of Argilus and the  directors,  agents,  employees and  controlling  persons (if
any),  as the case may be,  of  Argilus  and any such  affiliate,  and  shall be
binding  upon and inure to the  benefit of any  successors,  assigns,  heirs and
personal  representatives  of the Company,  Argilus,  any such affiliate and any
such  person.  The  Company  also agrees  that  neither  Argilus nor any of such
affiliates,  directors,  agents, employees or controlling persons shall have any
liability to the Company and its general  partners for or in connection with any
matter referred to in this letter except to the extent that any losses,  claims,
damages  liabilities  or expenses  incurred by the Company result from the gross
negligence  or bad faith of  Argilus in  performing  the  services  that are the
subject of this letter.  The  provisions  of this  Appendix A shall  survive any
termination  or completion of the engagement  provided by this Letter  Agreement
and the Letter  Agreement  shall be governed by and construed in accordance with
the laws of the State of New York without  regard to  principles  of conflict of
laws.
<PAGE>

                                   APPENDIX B
                                   ----------

This  Appendix B is  incorporated  in and made a material  part of that  certain
Letter Agreement dated September 29, 2005 between  Argilus,  LLC ("Argilus") and
SecureCARE Technologies, Inc. and its affiliates,  (collectively,  the "Company"
or "SecureCARE").  In the event that the investment into SecureCARE is staged or
laddered Argilus' fee shall be paid according to the following schedule. All fee
payments  are due on the  date of  receipt  by the  Company  of  each  round  of
financing.


                              # of Stages
      ---------------------------------------------------------
          1           2           3            4          5
      ---------   ---------   ---------   ---------   ---------
            100%         60%         50%         40%         30%
                         40%         30%         30%         30%
                                     20%         20%         20%
                                                 10%         10%
                                                             10%
      =========================================================
            100%        100%        100%        100%        100%


As an example if the  investment  is expected in 3 (three)  stages then  Argilus
will  receive 50 (fifty)  percent of the Total  Capital  Raising  Fee (the total
combined  fee of all  rounds) in the first  round,  30  (thirty)  percent in the
second round and 20 (twenty) percent in the third and final round.

In the event that a committed stage is not funded and the reason for non-funding
is not based on the Company's actions and Argilus has been paid for a portion of
the  non-occurring  stage,  Argilus will  reimburse the Company for that portion
within 90 (ninety) days.