Exhibit 4.5

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii)
RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN
CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE
STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN
EXCHANGE FOR THIS NOTE.

                          SECURECARE TECHNOLOGIES, INC.

                    7.5% Senior Subordinated Promissory Note

PP Note No. __A__                                           ____________, 2004

         FOR VALUE RECEIVED, SecureCare Technologies, Inc., a Nevada corporation
(the "Company") with its principal executive office at 3001 Bee Caves Road,
Suite 250, Austin, Texas 78746, promises to pay to the order of Phoebe Inc. 400
N Flagler, suite 1103, West Palm Beach, Florida 33401 (the "Holder" or "Payee")
or registered assigns the principal amount of One Hundred Thousand Dollars
($100,000) (the "Principal Amount") on the earlier to occur of (i) six (6)
months from the date of this Note (the "6-Month Event Date"); (ii) a merger or
combination of the Company in which the shareholders of the Company prior to the
transaction own less than a majority of the outstanding shares of the of the
surviving or combined entity after such transaction, or the sale of all or
substantially all of the assets of the Company to one or more third parties or
the purchase by a single entity or person or group of affiliated entities or
persons of more than fifty (50%) percent of the issued and outstanding voting
shares of the Company and; (iii) any subsequent offering in which the Company
receives minimum gross proceeds of $750,000. The Principal Amount is payable in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts.

         This Note (the "Note") is issued to the Payee directly by the Company
and shall include as an equity inducement to the Payee of 50,000 shares of the
Company's common stock par value $.001 per share of the Company (the "Common
Stock").

         Interest on this Note shall accrue on the Principal Amount outstanding
from time to time at a rate per annum computed in accordance with Section 2
hereof and shall be payable in accordance with Section 2 hereof. All payments by
the Company hereunder shall be applied first to pay any interest which is due,
but unpaid, then to reduce the Principal Amount.
<PAGE>

         The Company (i) waives presentment, demand, protest or notice of any
kind in connection with this Note and (ii) agrees, in the event of an Event of
Default (as defined below), to pay to the Payee, on demand, all costs and
expenses (including reasonable legal fees) incurred in connection with the
enforcement and collection of this Note.

         1.       Prepayment. The Principal Amount of this Note may be prepaid
         in part and/or in full, together with all accrued but unpaid interest
         due thereon through the date of prepayment, without penalty upon ten
         (10) days' prior written notice to the Holder.

         2.       Computation of Interest.

                  (a)      Base Interest Rate. Subject to Section 2(b) and
Section 2(c) below, the outstanding Principal Amount shall bear interest at the
rate of 7.5% per annum calculated on the basis of a year of three hundred sixty
(360) days.

                  (b)      Increasing Interest Rate. In the event the Note is
not paid or converted on the Maturity Date the rate of interest applicable to
the unpaid Principal Amount automatically shall increase to 9.5% per annum
commencing on the day immediately following the 6-Month Event Date..

                  (c)      Maximum Rate. In the event that it is determined
that, under the applicable laws relating to usury applicable to the Company or
the indebtedness evidenced by this Note ("Applicable Usury Laws"), the interest
charges and fees payable by the Company in connection herewith or in connection
with any other document or instrument executed and delivered in connection
herewith (collectively, the "Effective Interest Rate") cause the Effective
Interest Rate applicable to the indebtedness evidenced by this Note to exceed
the maximum rate allowed by law (the "Maximum Rate"), then such interest shall
be recalculated for the period in question and any excess over the Maximum Rate
paid with respect to such period shall be credited, without further agreement or
notice, to the Principal Amount outstanding hereunder to reduce said balance by
such amount with the same force and effect as though the Company had
specifically designated such extra sums to be so applied to principal and the
Payee had agreed to accept such extra payment(s) as a premium-free prepayment.
All such deemed prepayments shall be applied to the principal balance payable at
maturity.

                  (d)      Payment of Interest. All accrued but unpaid interest
on the Principal Amount shall be payable in the form set forth in this Section
2(d) upon the earlier to occur of (i) the Maturity Date; and (ii) the date of
any prepayment pursuant to Section 1 of this Note (the "Interest Payment Date").
All interest payments shall be paid in cash.

         3.       Covenants of Company.

                  (a)      Affirmative Covenants. The Company covenants and
agrees that, so long as this Note shall be outstanding, it will perform and each
of its Subsidiaries (as defined in the Subscription Agreement) perform the
obligations set forth in this Section 3(a) (the term "Company" as used in this
Section 3 shall be deemed to refer to all Company Subsidiaries):

                                      -2-
<PAGE>

                           (i)      Taxes and Levies. The Company will promptly
pay and discharge all material taxes, assessments, and governmental charges or
levies imposed upon the Company or upon its income and profits, or upon any of
its property, before the same shall become delinquent, as well as all claims for
labor, materials and supplies which, if unpaid, might become a lien or charge
upon such properties or any part thereof; provided, however, that the Company
shall not be required to pay and discharge any such tax, assessment, charge,
levy or claim so long as the validity thereof shall be contested in good faith
by appropriate proceedings and the Company shall set aside on its books adequate
reserves in accordance with generally accepted accounting principles ("GAAP")
with respect to any such tax, assessment, charge, levy or claim so contested;

                           (ii)     Maintenance of Existence. The Company will
do or cause to be done all things reasonably necessary to preserve and keep in
full force and effect its corporate existence, rights and franchises and comply
with all laws applicable to the Company, except where the failure to comply
would not have a material adverse effect on the Company;

                           (iii)    Maintenance of Property. The Company will at
all times maintain, preserve, protect and keep its property used or useful in
the conduct of its business in good repair, working order and condition, and
from time to time make all needful and proper repairs, renewals, replacements
and improvements thereto as shall be reasonably required in the conduct of its
business;

                           (iv)     Books and Records. The Company will at all
times keep true and correct books, records and accounts reflecting all of its
business affairs and transactions in accordance with GAAP. Such books and
records shall be open at reasonable times and upon reasonable notice to the
inspection of the Payee or its agents;

                           (v)      Notice of Certain Events. The Company will
give prompt written notice (with a description in reasonable detail) to the
Payee of:

                                    (A)      the occurrence of any Event of
                           Default or any event which, with the giving of notice
                           or the lapse of time, would constitute an Event of
                           Default; and

                                    (B)      the delivery of any notice to the
                           Company effecting the acceleration of any
                           indebtedness of the Company in excess of $50,000; and

                  (b)      Negative Covenants. The Company covenants and agrees
that, so long as any Principal Amount and/or interest this Note shall be
outstanding, it will perform the obligations set forth in this Section 3(b):

                           (i)      Liquidation, Dissolution. Without the
express written consent of the Placement Agent, the Company will not liquidate
or dissolve, consolidate with, or merge into or with, any corporation or entity,
except that any wholly-owned subsidiary may merge with another wholly-owned
subsidiary or with the Company (so long as the Company is the surviving
corporation and no Event of Default shall occur as a result thereof);

                                      -3-
<PAGE>

                           (ii)     Sales of Assets. Without the express written
consent of the Placement Agent, the Company will not sell, transfer, lease or
otherwise dispose of, or grant options, warrants or other rights with respect
to, all or a substantial part (i.e. representing twenty (20%) percent or more of
the Company's total assets or revenues) of its properties or assets to any
person or entity; provided that this clause (ii) shall not restrict any
disposition made in the ordinary course of business and consisting of

                                    (A)      capital goods which are obsolete or
                           have no remaining useful life; or finished goods
                           inventories;

                           (iii)    Redemptions. Other than as provided in the
Offering Documents (as defined in the Subscription Agreement), the Company shall
not purchase or redeem any capital stock of the Company or any indebtedness of
the Company or any Subsidiary convertible into or exchangeable for its capital
stock or any option, warrant or right to purchase any such capital stock or
convertible;

                           (iv)     Indebtedness. Without the express written
consent of the Placement Agent, the Company will hereafter not create, incur,
assume or suffer to exist, contingently or otherwise, any indebtedness for
borrowed money which is not expressly subordinated in right of payment to this
Note other than indebtedness allowed pursuant to the Confirmation Order (as such
term is defined in the Subscription Agreement);

                           (v)      Negative Pledge. Without the express written
consent of the Holder, the Company will not hereafter create, incur, assume or
suffer to exist any mortgage, pledge, hypothecation, assignment, security
interest, encumbrance, lien (statutory or other), preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any
financing lease) (each, a "Lien") upon any of its property, revenues or assets,
whether now owned or hereafter acquired, except:

                                    (A)      Liens granted to secure
                           indebtedness incurred to finance the acquisition
                           (whether by purchase or capitalized lease) of
                           tangible assets, but only on the assets acquired with
                           the proceeds of such indebtedness;

                                    (B)      Liens for taxes, assessments or
                           other governmental charges or levies not at the time
                           delinquent or thereafter payable without penalty or
                           being contested in good faith by appropriate
                           proceedings and for which adequate reserves in
                           accordance with GAAP shall have been set aside on its
                           books;

                                    (C)      Liens of carriers, warehousemen,
                           mechanics, materialmen and landlords incurred in the
                           ordinary course of business for sums not overdue or
                           being contested in good faith by appropriate
                           proceedings and for which adequate reserves in
                           accordance with GAAP shall have been set aside on its
                           books;

                                    (D)      Liens (other than Liens arising
                           under the Employee Retirement Income Security Act of
                           1974, as amended, or Section 412(n) of the Internal
                           Revenue Code of 1986, as amended) incurred in the

                                      -4-
<PAGE>

                           ordinary course of business in connection with
                           workers' compensation, unemployment insurance or
                           other forms of governmental insurance or benefits, or
                           to secure performance of tenders, statutory
                           obligations, leases and contracts (other than for
                           borrowed money) entered into in the ordinary course
                           of business or to secure obligations on surety or
                           appeal bonds; and

                                    (E)      judgment Liens in existence less
                           than 60 days after the entry thereof or with respect
                           to which execution has been stayed;

                           (vi)     Investments. Without the express written
consent of the Placement Agent, the Company will not purchase, own, invest in or
otherwise acquire, directly or indirectly, any stock or other securities or make
or permit to exist any investment or capital contribution or acquire any
interest whatsoever in any other person or entity or permit to exist any loans
or advances for such purposes except for investments in direct obligations of
the United States of America or any agency thereof, obligations guaranteed by
the United States of America and certificates of deposit or other obligations of
any bank or trust company organized under the laws of the United States or any
state thereof and having capital and surplus of at least $500,000,000 (except
for its current banks).

                           (vii)    Dividends. The Company will not declare or
pay any cash dividends or distributions on its outstanding capital.

         4.       Events of Default.

                  (a)      The term "Event of Default" shall mean any of the
events set forth in this Section 4(a):

                           (i)      Non-Payment of Obligations. The Company
shall default in the payment of the Principal Amount or accrued interest on this
Note as and when the same shall become due and payable, whether by acceleration
or otherwise.

                           (ii)     Non-Performance of Affirmative Covenants.
The Company shall default in the due observance or performance of any covenant
set forth in Section 3(a), which default shall continue uncured for five (5)
days.

                           (iii)    Non-Performance of Negative Covenants. The
Company shall default in the due observance or performance of any covenant set
forth in Section 3(b).

                           (iv)     Bankruptcy, Insolvency, etc. The Company
shall:

                                    (A)      admit in writing its inability to
                           pay its debts as they become due;

                                    (B)      apply for, consent to, or acquiesce
                           in, the appointment of a trustee, receiver,
                           sequestrator or other custodian for the Company or
                           any of its property, or make a general assignment for
                           the benefit of creditors;

                                      -5-
<PAGE>

                                    (C)      in the absence of such application,
                           consent or acquiesce in, permit or suffer to exist
                           the appointment of a trustee, receiver, sequestrator
                           or other custodian for the Company or for any part of
                           its property;

                                    (D)      permit or suffer to exist the
                           commencement of any bankruptcy, reorganization, debt
                           arrangement or other case or proceeding under any
                           bankruptcy or insolvency law, or any dissolution,
                           winding up or liquidation proceeding, in respect of
                           the Company, and, if such case or proceeding is not
                           commenced by the Company or converted to a voluntary
                           case, such case or proceeding shall be consented to
                           or acquiesced in by the Company or shall result in
                           the entry of an order for relief; or

                                    (E)      take any corporate or other action
                           authorizing, or in furtherance of, any of the
                           foregoing.

                           (v)      Cross-Default. Any indebtedness of the
Company in an aggregate principal amount equal to or exceeding $50,000 shall be
duly declared to be or shall become due and payable prior to the stated maturity
thereof.

                  (b)      Action if Bankruptcy. If any Event of Default
described in clauses (iv)(a) through (d) of Section 4(a) shall occur, the
outstanding Principal Amount, all accrued but unpaid interest and all other
obligations under this Note shall automatically be and become immediately due
and payable, without notice or demand.

                  (c)      Action if Other Event of Default. If any Event of
Default (other than any Event of Default described in clauses (iv)(a) through
(d) of Section 4(a)) shall occur for any reason, whether voluntary or
involuntary, and be continuing, the Payee may, upon notice to the Company,
declare all or any portion of the outstanding Principal Amount, together with
interest accrued on this Note, to be due and payable and any or all other
obligations hereunder to be due and payable, whereupon the full unpaid Principal
Amount hereof, such accrued interest and any and all other such obligations
which shall be so declared due and payable shall be and become immediately due
and payable, without further notice, demand, or presentment.

         5.       Conversion of Shares.

         The Payee shall have the right to convert into the common stock of the
Company, any outstanding and unpaid portion of the Note at a price per share
equal to $1 per share at the option of the Payee (the "Conversion"). Any
conversion in whole or in part must be made in writing to the Company with seven
(7) days notice.

         6.       Amendments and Waivers.

                  (a)      The provisions of this Note may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to in writing by the Company, Placement Agent and holders
owning no less than 50.1% of the then outstanding Principal Amount; provided,
however, that no such amendment, modification or waiver which would (i) modify
this Section 6, (ii) reduce the interest rate or any increasing interest rate on
this Note, (iii) extend the Maturity Date, or (iv) reduce the Principal Amount

                                      -6-
<PAGE>

payable hereunder, shall be made without the written consent of the holder of
each Note so affected.

                  (b)      No failure or delay on the part of the Payee in
exercising any power or right under this Note shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on the Company in any case shall entitle it to any notice
or demand in similar or other circumstances. No waiver or approval by the Payee
shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

                  (c)      To the extent that the Company makes a payment or
payments to the Payee, and such payment or payments or any part thereof are
subsequently for any reason invalidated, set aside and/or required to be repaid
to a trustee, receiver or any other party under any bankruptcy law, state or
federal law, common law or equitable cause, then to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied, and all
rights and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.

                  (d)      After any waiver, amendment or supplement under this
Section 9 becomes effective, the Company shall mail to the Holders a copy
thereof.

         7.       Miscellaneous.

                  (a)      Parties in Interest. All covenants, agreements and
undertakings in this Note binding upon the Company or the Payee shall bind and
inure to the benefit of the successors and permitted assigns of the Company and
the Payee, respectively, whether so expressed or not.

                  (b)      Governing Law, Etc. This Note shall be governed by
and construed solely in accordance with the internal laws of the State of New
York with respect to contracts made and to be fully performed therein, without
regard to the conflicts of laws principles thereof. The parties hereto hereby
expressly and irrevocably agree that any suit or proceeding arising under this
Agreement or the consummation of the transactions contemplated hereby, shall be
brought solely in a federal or state court located in the City, County and State
of New York. By its execution hereof, Company hereby expressly and irrevocably
submits to the in personam jurisdiction of the federal and state courts located
in the City, County and State of New York and agrees that any process in any
such action may be served upon it personally, or by certified mail or registered
mail upon Company or such agent, return receipt requested, with the same full
force and effect as if personally served upon Company in New York City. The
parties hereto expressly and irrevocably each waive any claim that any such
jurisdiction is not a convenient forum for any such suit or proceeding and any
defense or lack of in personam jurisdiction with respect thereto. In the event
of any such action or proceeding, the party prevailing therein shall be entitled
to payment from the other party hereto of its reasonable counsel fees and
disbursements.

                                      -7-
<PAGE>

                  (c)      Waiver of Jury Trial. THE PAYEE AND THE COMPANY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT
EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE PAYEE OR
THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING
THIS NOTE.


         IN WITNESS WHEREOF, this Note has been executed and delivered on the
date specified above by the duly authorized representative of the Company.

                                       SECURECARE TECHNOLOGIES, INC.


                                       By:______________________________________
                                          Name:
                                          Title:

                                      -8-