Exhibit 4.6


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


	
   

  	
   

  
	
   

  	
  July 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:


          Effective
February 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 Four Million (4,000,000) shares of its Common
Stock for sale on a best effort basis at a price of $0.10 per share , par value
$.001 per share (the “Common Stock” or “shares”). 


The Company
intends to offer the sale of its Common Stock (the “Offering”) from time to
time through April 30, 2009 (and as re-extended by the Company’s Board of
Directors, through July 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 the Subscription Agreement
and in Section 2(a) below.


The Company
will concurrently offer an aggregate of up to Three Million (3,000,000) shares
in an offer to the holders of an aggregate of $300,000 in principal amount
outstanding of 8% unsecured promissory notes issued between October 1, 2008 and
January 31, 2009 to exchange the notes for the Company’s Common Stock at a rate
of one share of Common Stock for each $0.10 of Note surrendered by the Holder (the
“Exchange Offer”). The Exchange Offer will expire on February 23, 2009. There
is no minimum number of Notes that must be exchanged. 






          The
Board of Directors has indicated that upon completion of the Offering of its
Common Stock, it will adjust (the “Adjustment”) the Management, Employee and
Board of Director Stock Options that have been granted by granting additional
options so that the outstanding options represent the right to purchase an
aggregate of 28% of the issued and outstanding shares of the Company on a fully
diluted basis. As of February 1, 2009, Management, Employee and Board of
Director Stock Options outstanding represent the right to purchase an aggregate
of 28% of the issued and outstanding shares of the Company on a fully diluted
basis. Accordingly, the Adjustment will result in a dilution of up to 28% of
the shares outstanding upon completion of the Offering .


          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.


          (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, 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 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:

  	
   

  
	
   

  	
   

  	 


  
	
   

  	
   

  	
  Neil Burley,
  Chief Financial Officer