Exhibit 10.1 


	
 


	
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 – EXCHANGE
 OFFER AGREEMENT


	
 

	
 


	
 

	
February 1, 2009


	
 

	
 


	
SecureCare
 Technologies, Inc.

	
 


	
1617 W. 6th Street

	
 


	
Suite C

	
 


	
Austin, Texas 78703

	
 


	
 

	
 


	
Attention:  Neil Burley, Chief Financial Officer


	
 


	
                       Re:     Exchange
 of Notes for Common Stock





Gentlemen:


          Effective
February 1, 2009, SecureCARE Technologies, Inc., a Nevada corporation
(hereinafter referred to as “SCUC” or the “Company”) is offering (the
“Offering”) to the holders (“Offerees” or “Investors”) of an aggregate of
$300,000 principal amount of 8% unsecured promissory notes issued between
October 1, 2008 and January 31, 2009 and due December 31, 2009 (the “Notes”)
the opportunity, expiring at 5:00 PM on February 27, 2009, Austin Texas time
(the “Expiration Date”) to exchange their notes for the Company’s Common Stock,
par value $0.001 per share (“Common Stock”), at a rate of one share of Common
Stock for each $0.10 of Note surrendered by the Holder to the Company with all
accrued interest on any exchanged Note to be waived (the “Offer”). The Company
will issue 3,000,000 shares of its Common Stock to affect the Offer upon
consent of the Offerees representing the entire $300,000 in principal amount
outstanding as of February 1, 2009. However, there is no minimum amount of
Holders who must accept the Offer. The Company will concurrently offer an
aggregate of up to 4,000,000 shares of its Common Stock to investors on a best
effort basis at a price of $0.10 per share (the “Shares”). The Company will
honor all exchange requests received by it at its offices as set forth above
prior to the Expiration Date. All offers of exchange, made by executing and
returning this agreement to the Company together with your Note are irrevocable
once accepted by the Company. There is no minimum number of Notes that must be
exchanged. 






          The
Board of Directors has indicated that upon completion of the Offer and the
offering of 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 Offer.


          1.
Exchange. Subject to the terms and conditions of this
Subscription Agreement-Exchange Offer Agreement, the undersigned hereby tenders
this subscription and exchange and a Note in the principal amount set forth at
the foot of this agreement to shares of Common Stock at $0.10 per share. Upon
the acceptance of this agreement by the Company, the Note shall be of no
further force and effect and the Holder shall only be entitled to receive the
shares of Common Stock. Acceptance shall take place within thirty (30) business
days after receipt of the signed Subscription Agreement and Note. The sale
hereby is not conditioned upon receipt of a minimal amount of Notes being
exchanged prior to the Expiration Date.


          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. 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 – Exchange Agreement as of the day and year first above
written.


	
 

	
 

	
 

	
 


	
 

	
(1)

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
 

	
(2)

	
 

	
 


	
 

	
 

	 

	
 












Principal Amount of Note Surrendered for Exchange:


$__________________________ Principal amount of Note


          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