Exhibit 10.2 


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 – SALE OF COMMON STOCK


	
 

	
 


	
February 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 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