Exhibit 4.1
12% CONVERTIBLE BRIDGE NOTE
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$XX,XXX October X, 2005
Austin, Texas
FOR VALUE RECEIVED, SecureCARE Technologies, Inc., a Nevada corporation,
whose address is ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (herein after
the "Maker" or the "Company") promises to pay to the order of XXXXXX in lawful
money of the United States of America, the principal amount of XXXXX ($XX,XXX)
together with interest at the rate of twelve percent (12%) per year thirteen
months from the date of this note or on occurrence of the Company's or its
successors next financing, whichever is earlier. This note includes a renewal
option for another two months at the option of the note holder.
The Company shall use the proceeds of this note for working capital and
general corporate purposes.
In addition, the Company will issue X,XXX warrants, of three year life, to
the note holder, to purchase shares of the Company's common stock with an
exercise price of the lesser of 75% of the per share purchase price on the date
of this note or 75% of $1.00 per share.
This Convertible Note will be convertible into the common stock of the
Company at the option of the holder. The number of shares of common stock issued
on conversion shall equal the amount of the Convertible Debenture converted
divided by the Conversion Price then in effect. The "Conversion Price" for the
Convertible Debenture shall be the lesser of (a) 120% of the lowest closing bid
price of the Company's common stock during a pricing period consisting of the
ten (10) trading days preceding the date of this note (the "Fixed Conversion
Price") or (b) eighty percent (80%) of the lowest closing bid price for the
common stock in the five (5) trading days immediately preceding the date of
conversion (the "Future Conversion Price"). For purposes of determining the
closing bid price on any day, reference shall be to the closing bid price for a
share of common stock on such date on the NASD OTC Bulletin Board, as reported
on Bloomberg, L.P. (or similar organization or agency succeeding to its
functions of reporting prices).
In the event of default in any payment due under this convertible
promissory note, which remains unpaid for a period of ten days or more, the
principal and accrued interest amount shall immediately become due and payable
without any further demand or request.
If any payment of principal or interest on this Note becomes due and
payable on a Saturday, Sunday or public holiday under the laws of the State of
Texas, the due date hereof shall be extended to the next succeeding full
business day. All payments received by the holder shall be applied first to the
payment of accrued interest and then to principal.
This Note together with the interest thereon may be prepaid in whole or in
part at any time, but each prepayment shall be in whole number multiples of
$1,000 or such lesser amount as may then remain outstanding on this Note. All
prepayments shall be applied to first to accrued interest and thereafter to
principal.
In the event that this Note shall be placed in the hands of an attorney for
collection by reason of any default hereunder, the undersigned agrees to pay
reasonable attorney's fees and disbursements and other reasonable expenses
incurred by the payee in connection with the collection of this Note.
The rights, powers and remedies given to the payee under this Note shall be
in addition to all rights, powers and remedies given to it by virtue of any
statute or rule of law.
Any forbearance, failure or delay by the payee in exercising any right,
power or remedy under this Note or otherwise available to the payee shall not be
deemed to be a waiver of such right, power or remedy, nor shall any single or
partial exercise of any right, power or remedy preclude the further exercise
thereof.
No modification or waiver of any provision of this Note shall be effective
unless it shall be in writing and signed by the payee, and any such modification
or waiver shall apply only in the specific instance for which given.
This Note and the rights and obligations of the parties hereto, shall be
governed, construed and interpreted according to the laws of the State of Texas
wherein it was negotiated and executed, and the undersigned consents and agrees
that the State and Federal Courts which sit in the State of Texas and the County
of ▇▇▇▇▇▇ shall have exclusive jurisdiction of all controversies and disputes
arising hereunder.
The undersigned waives the right in any litigation with the payee to trial
by jury.
The term "payee" as used herein shall be deemed to include the payee and
its successors, endorsees and assigns.
The undersigned hereby jointly and severally waive presentment, demand for
payment, protest, notice or protest and notice of non-payment hereof.
SecureCARE Technologies, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, CFO