Exhibit 4.2 


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


	
  

 	
  

 
	
  

 	
 October 1, 2008

 
	
  

 	
  

 
	
 SecureCare
 Technologies, Inc.

 	
  

 
	
 1617 W. 6th Street

 	
  

 
	
 Suite C

 	
  

 
	
 Austin, Texas 78703

 	
  

 



Attention: Neil Burley, Chief Financial Officer


                       Re:     Purchase
of Notes and Common Stock 


Gentlemen:


          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 Five
Hundred Thousand ($500,000) Dollars Principal Amount of 8% Unsecured Notes due
December 31, 2009 (the “Notes”) and up to Five Hundred Thousand (500,000)
shares (the “Shares”) of its Common Stock, par value $.001 per share (the
“Common Stock” or “Shares”). The Notes will be offered at their face value and
for each $1.00 principal amount of Note purchased, the Investor will receive
one share of Common Stock. 


          The
Company intends to offer the Notes and Common Stock (the “Offering”) from time
to time through January 31, 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 this Subscription
Agreement and in Section 2(a) below.






          1.
Subscription. Subject to the terms and conditions of this
Subscription Agreement, the undersigned hereby tenders this subscription and
check in the amount set forth at the foot of this agreement to acquire the
principal amount of Notes set forth at the foot of this agreement. The Investor
shall, upon purchase of his Note, also receive one share of Common Stock for
each $1.00 of principal amount of Note purchased. Upon the acceptance and
payment of the purchase price, Notes and 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 minimal amount of proceeds.


          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 Notes, its chances for success will be further reduced to a significant
 extent. 

 






	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Investment
 Representations.

 



                    (a)          Investment
Intent. The undersigned represents that the undersigned is acquiring the
Note and Shares to be purchased hereby 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 Note or 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. Since the Reverse Stock Split there has been an extremely
limited trading market for the Shares and no active market may ever develop.
The Notes and 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 Notes and 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 Note or the
Shares in any transaction which, in the reasonable opinion of the Company’s
counsel, would be in violation of the Act.


                    (c)          Experience.
The undersigned represents and warrants that the undersigned has such knowledge
and experience in financial and business matters that the Purchaser is and will
be capable of evaluating the risks and merits of an investment in the Notes and
Shares to be purchased hereby and that the Purchaser is able to bear the
economic risks, including total loss, of investing in the Notes and Shares.






                    (d)          No
Filing. The undersigned understands that no federal or state agency has
passed upon the Notes and 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 Purchaser:

 	
 (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 SCUC. 


          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 as of the day and year first above written.


          (1)
_____________________________


          (2)
_____________________________


Amount Subscribed for:


$XX,XXX.XX_________________________ Principal amount
of Notes


          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