Exhibit 4.1 


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.


8% Promissory Note


$XX,XXX.XX


	
  

 	
  

 
	
 PP Note No. XXXX

 	
 Date:_____________

 



          FOR VALUE
RECEIVED, SecureCARE Technologies, Inc., a Nevada corporation (the “Company”)
with its principal executive office at 1617 W. 6th Street, Suite C,
Austin, Texas 78703, promises to pay to the order of XXXXXXXXX (the “Holder”
or “Payee”)
or registered assigns the principal amount of XXXXXX Dollars ($XX,XXX.XX) (the
“Principal
Amount”) on December 31, 2009 (the “Maturity Date”); The
Principal Amount and all accrued interest hereon 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 and other identical Notes in the aggregate principal amount of up to
$500,000 (a “Note” and collectively the “Notes”) is issued to
the Payee in connection with a private placement (the “Offering”), of units
(the “Units”),
each Unit consisting of a Note and shares of Common Stock, par value $.001 per
share of the Company at the rate of one share of Common Stock for each $1.00
Principal Amount of Note for a maximum of 500,000 shares (the “Common
Stock”) pursuant to a Subscription Agreement by and between the
Company and the Payee (the “Subscription Agreement”), a copy of
which Subscription Agreement is available for inspection at the Company’s
principal office. Notwithstanding any provision to the contrary contained
herein or elsewhere, this Note is subject and entitled to certain terms,
conditions, covenants and agreements contained in the Subscription Agreement.
Any transferee of this Note, by its acceptance hereof, assumes the obligations
of the Payee in the Subscription Agreement with respect to the conditions and
procedures for transfer of this Note. Reference to the Subscription Agreement
shall in no way impair the absolute and unconditional obligation of the Company
to pay both the Principal Amount and accrued interest thereon as provided
herein. 


          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.






          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 and without prior written notice to the Holder. Any
partial prepayment of this Note shall first be applied to accrued interest and
then to principal. 


	
  

 	
  

 	
  

 
	
  

 	
 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 8.0%
per annum calculated on the basis of a year of three hundred sixty (360) days.


                    (b)          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. 


                    (c)          Payment
of Interest. All accrued but unpaid interest on the Principal Amount shall
be due and payable on the Maturity Date (the “Interest Payment Date”).


 


          3.       Covenants
of
Company. 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 (the term “Company” as used in this Section 3
shall be deemed to refer to all Company Subsidiaries):


                                   (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;


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                                   (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 $100,000.


	
  

 	
  

 	
  

 
	
  

 	
 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 Covenants. The Company shall default in the due observance or
performance of any covenant set forth in Section 3, which default shall
continue uncured for ten (10) days.


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


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


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(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;


                                                   
(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.


                                   (iv)          Cross-Default.
Any indebtedness of the Company in an aggregate principal amount equal to or
exceeding $100,000 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.

 	
 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 and the Holder. If any of the Notes is modified or
amended, the same modification shall be offered to all other holders of the
Notes. 


                    (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.


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                    (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.


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 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 Texas 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 of Austin, Texas. 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.


                    (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: Neil Burley

 
	
  

 	
  

 	
 Title: Chief Financial Officer

 


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