Exhibit 10.2 










VOTING AGREEMENT 



BY AND AMONG 



SECURITY WITH ADVANCED
TECHNOLOGY, INC., 



PEPPERBALL
TECHNOLOGIES, INC. 



AND 



CERTAIN STOCKHOLDERS OF 



SECURITY WITH ADVANCED
TECHNOLOGY, INC. 



Dated as of May 27,
2008 



















VOTING AGREEMENT 



        VOTING
AGREEMENT (the “Agreement”), dated as of May 27, 2008, by and among
PepperBall Technologies, Inc., a Delaware corporation (“PepperBall”),
Security With Advanced Technology, Inc., a Colorado corporation (“SWAT”),
and the individuals listed on Schedule A attached hereto (each a
“Stockholder” and collectively, the “Stockholders”). 



RECITALS 



        WHEREAS,
SWAT and PepperBall have negotiated a term sheet which describes the terms upon which PTI
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SWAT, will
merge with and into PepperBall with PepperBall surviving as the continuing entity (the
“Merger Transaction”). 



        WHEREAS,
as an inducement to PepperBall to consummate the Merger Transaction pursuant to an
agreement and plan of merger and reorganization (the “Merger Agreement”),
SWAT and the Stockholders have agreed to enter into this Agreement. 



        WHEREAS,
as of the date hereof, each Stockholder is the registered owner of, or has the power to
vote, the number of shares of common stock of SWAT (“SWAT Common Stock”)
and/or the number of shares of preferred stock of SWAT (“SWAT Preferred
Stock” and, together with the SWAT Common Stock, the “SWAT
Stock”) as indicated on Schedule A. 



        NOW,
THEREFORE for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 



AGREEMENT 



	1.	Voting
of Shares.  







        
        (a)    Voting
of Shares and Proxy. During the Term (as defined below) of this           Agreement,
at every meeting of the stockholders of SWAT called, and at every           adjournment
hereof, and on every action or approval by written consent of the           stockholders
of SWAT, each Stockholder shall vote (or cause to be voted) the           Shares (as
defined in Section 1(b) below) owned by such Stockholder           to be
voted: (i) in favor of the adoption of the Merger Agreement and the           other
transactions contemplated by the Merger Agreement; (ii) against any
          proposal for any merger, consolidation, sale of assets, recapitalization or
          other business combination involving SWAT (other than the Merger Transaction)
or           any other action or agreement that would result in a breach of any covenant,
          representation or warranty or any other obligation or agreement of SWAT under
          the Merger Agreement or which would result in any of the conditions to
          SWAT’s obligations under the Merger Agreement not being fulfilled; and
          (iii) in favor of any other matter required under the Merger Agreement to
          close the Merger Transaction.  




        
        (b)              “Shares” shall
mean: (i) all securities of SWAT (including           all shares of SWAT Stock and
all options, warrants and other rights to acquire           SWAT Stock) owned by each
Stockholder as of the date of this Agreement; and           (ii) all additional
securities of SWAT (including all shares of SWAT Stock           and all additional
options, warrants and other rights to acquire SWAT Stock) of           which each
Stockholder acquires ownership during the Term of this Agreement. In           the event
of a stock dividend or distribution, or any change in SWAT Stock by           reason of
any stock dividend or distribution, or any change in SWAT Stock by           reason of
any stock dividend, split-up, recapitalization, combination, exchange           of shares
or the like, the term “Shares” shall be deemed to           refer to and
include the Shares as well as all such stock dividends and           distributions and
any securities into which or for which any or all of the           Shares may be changed
or exchanged or which are received in such transaction.  




1 











        
        (c)              Concurrently
with the execution of this Agreement, each Stockholder agrees to           deliver to
PepperBall a proxy in the form attached hereto as Exhibit A (the “Proxy”),
which shall be irrevocable           to the fullest extent permissible by law during the
Term of this Agreement, with           respect to the Shares owned by each Stockholder.  




	2.	Restrictions
on Transfer of Shares.  






        
        (a)    Restrictions
on Transfer of Shares Prior to the Consummation of the Merger           Transaction.
During the Term of this Agreement,, each Stockholder hereby           agrees not to take
any of the following actions, except in accordance with           subsection (b) of
this Section 2: (i) tender any of the           Stockholder’s
Shares; (ii) sell, transfer, distribute, pledge,           encumber, assign or
otherwise dispose of (or enter into any transaction or           device that is designed
to, or could reasonably be expected to, result in the           disposition by any person
at any time in the future of) any of the           Stockholder’s Shares; (iii) enter
into any swap or other derivatives           transaction that transfers to another, in
whole or in part, any of the economic           benefits or risks of ownership of any of
the Stockholder’s Shares;           (iv) enforce or permit the execution of the
provisions of any redemption,           share purchase or sale, recapitalization or other
agreement with SWAT (except           with respect to the approval of the Merger
Agreement); (v) deposit any of           the Stockholder’s Shares into a voting
trust or depositary facility or,           except as contemplated hereby, enter into a
voting agreement or arrangement with           respect to any Shares or grant any proxy
with respect thereto; or           (vi) enter into any contract, option or other
arrangement or understanding           with respect to or consent to the offer for sale,
sale, transfer, pledge,           encumbrance, assignment or other disposition of, any of
its Shares (any           transaction referred to in clause (i), (ii), (iii), (iv), (v)
or (vi) is           hereinafter referred to as a “Transfer”).  




        
        (b)              Notwithstanding
subsection (a) above, each Stockholder may take an action           described in
subsection (a) of this Section 2 if           (i) PepperBall gives
its prior written consent to such action or           (ii) the proposed transferee
shall have executed a counterpart of this           Agreement and the Proxy and shall
have agreed to hold such Shares or interest in           such Shares subject to all of
the terms and provisions of this Agreement.  




        
        (c)              Except
as permitted by Section 2(b), during the Term of this Agreement, no           Stockholder
shall request that SWAT or its transfer agent register the Transfer           (book-entry
or otherwise) of any certificate or uncertificated interest           representing any of
such Stockholder’s Shares, and each Stockholder hereby           consents to the
entry of stop transfer instructions by SWAT of any Transfer of           such Stockholder’s
Shares, unless such Transfer is made in compliance with           this Agreement.  




2 











        
        (d)              Except
as permitted by Section 2(b), during the Term of this Agreement, SWAT           will not
register the Transfer (book-entry or otherwise) of any certificate or
          uncertified interest representing any of the Stockholder’s Shares and will
          enter a stop transfer instruction on any Transfer attempted in violation of
this           Agreement.  




	3.	Representations
and Warranties; Additional Covenants of the Stockholders.  






        
        Each
Stockholder hereby represents and warrants and covenants to PepperBall as follows: 



        
        (a)    Authorization.
Each Stockholder has the power, corporate or otherwise,           and authority to enter
into this Agreement and to carry out its obligations           hereunder. The execution
and delivery of this Agreement and the consummation of           the transactions
contemplated hereby by each Stockholder have been duly and           validly authorized
by such Stockholder and no other proceedings, corporate or           otherwise, on the
part of the Stockholder is necessary to authorize the           execution and delivery of
this Agreement or the performance by the Stockholder           of its obligations
hereunder. The Agreement has been duly and validly executed           and delivered by
the Stockholder and constitutes the legal, valid and binding           obligation of such
Stockholder, enforceable against such Stockholder in           accordance with its terms.  




        
        (b)    No
Conflict. The execution, delivery and performance of this Agreement           and the
consummation of the transactions contemplated hereby will not           (i) conflict
with or result in any breach of any provision of the           certificate of
incorporation, bylaws or similar organizational documents, if           any, of
Stockholder, or (ii) result in a violation or breach of, or           constitute
(with or without due notice or lapse of time or both) a default (or           give rise
to any right of termination, amendment, cancellation or acceleration)           under,
any of the terms, conditions or provisions of any note, bond, mortgage,
          indenture, lease, license, contract, agreement or other instrument or
obligation           to which Stockholder is a party or by which any of its properties or
assets           including the Shares may be bound, or (iii) violate any order,
writ,           injunction, decree, judgment, permit, license, ordinance, law, statute,
rule or           regulation applicable to Stockholder or any of its properties or assets
          including the Shares.  




        
        (c)    Title
to Shares. Stockholder is the registered or beneficial owner of its           Shares
free and clear of any lien or encumbrance, proxy or voting restriction           other
than pursuant to this Agreement. Such Shares are all the securities of           SWAT
owned of record or beneficially by Stockholder on the date of this           Agreement.  




        
        (d)    Accredited
Investor. Stockholder is an “accredited investor”          within the
meaning of the United States Securities and Exchange Commission           (“SEC”)
Rule 501 of Regulation D, as presently in effect.  




        
        (e)    Reliance
by PepperBall. Each Stockholder acknowledges that the execution           and
delivery of this Agreement is a material and substantial inducement for
          PepperBall to execute and deliver the Merger Agreement.  




        
        (f)    Certain
Actions. During the Term of this Agreement, each Stockholder           agrees not to,
directly or indirectly, take any other action that would make any
          representation or warranty of Stockholder contained herein untrue or incorrect.  




3 











        
        (g)    No
Solicitation. During the Term of this Agreement, except as permitted           by
Section of 5.5(b) of the Merger Agreement and solely to the extent of and in
          the Stockholder’s capacity as an officer or director of SWAT, the
          Stockholder will not, directly or indirectly, and will instruct the
          Stockholder’s agents, representatives, affiliates, employees, officers and
          directors not to, directly or indirectly, solicit, initiate or knowingly
          encourage (including by way of furnishing nonpublic information), or take any
          other action knowingly to facilitate, any inquires or the making of any
proposal           or offer (including, without limitation, any proposal or offer to the
          Stockholders of SWAT) that constitutes, or may reasonably be expected to lead
          to, any acquisition of SWAT (an “Acquisition”), or enter into
          or maintain or continue discussion or negotiate with any person or entity in
          furtherance of such inquires to obtain an Acquisition, or agree to or endorse
an           Acquisition, or authorize or permit any of the agents, representatives,
          affiliates (other than in the case of a limited partnership, the limited
          partners hereof), employees, officers and directors, to take any such action,
          for each Stockholder who is also an officer or director of SWAT. Stockholder
          shall notify PepperBall immediately after receipt by Stockholder or any of
          Stockholder’s agents, representatives, affiliates, employees, officers and
          directors, of any proposal for, or inquiry respecting, an Acquisition or any
          request for nonpublic information in connection with such a proposal or
inquiry,           or for access to the properties, books or records of SWAT by any
person or           entity that informs or has informed SWAT or Stockholder that it is
considering           making or has made such a proposal or inquiry. Such notice to
PepperBall shall           indicate in reasonable detail the identity of the person
making the proposal or           inquiry and the terms and conditions of such proposal or
inquiry. Stockholder           immediately shall cease and cause to be terminated all
existing discussions or           negotiations with any parties conducted heretofore with
respect to an           Acquisition, except in respect of the transactions contemplated
by this           Agreement, to the extent that such Stockholder is also an officer or
director of           SWAT. Nothing contained in this Section 3(g) shall restrict, limit
or prohibit           the officers, directors, employees and principal stockholders of
SWAT from           complying with their fiduciary duties to the stockholders of SWAT
including,           without limitation, the provisions of Section 5.5(b) of the Merger
Agreement.  




        
        (h)    Acknowledgment
and Approval of the Merger Agreement. The Stockholder           hereby acknowledges
and agrees that the Stockholder has received a copy of the           Merger Agreement and
that the Stockholder has reviewed and understands the terms           hereof.  




        
        (i)    Ownership.
Nothing contained in this Agreement shall be deemed to vest in           PepperBall any
direct or indirect ownership or incidence of ownership of or with           respect to
any of the Stockholder’s Shares. Except as otherwise provided           herein, all
rights, ownership and economic benefits of and relating to the           Stockholder’s
Shares shall remain and belong to the Stockholder, and           PepperBall shall not
have any authority to manage, direct, superintend,           restrict, regulate, govern,
or administer any of the policies or operations of           SWAT or exercise any power
or authority to direct Stockholder in the voting of           any of Stockholder’s
Shares, except as otherwise provided herein, or the           performance of Stockholder’s
duties or responsibilities as a Stockholder of           SWAT.  




	4.	General
Provisions.  






4 











        
        (a)    Notices.
All notices and other communications given or made pursuant to           this Agreement
shall be in writing and shall be deemed given, (i) five           business days
following sending by registered or certified mail, postage           prepaid, (ii) when
sent if sent by facsimile; provided, however, that the           facsimile is promptly
confirmed by telephone confirmation thereof,           (iii) when delivered, if
delivered personally to the intended recipient,           and (iv) one business day
following sending by overnight delivery via a           national courier service, and in
each case, addressed to a party at the           following address for such party (or at
such other addresses as shall be           specified by notice given in accordance with
this Section 4):  





	 	
if
to SWAT: 






	 	
Security
With Advanced Technology, Inc.                   
1722 Boxelder St., Suite 101
                 
 Louisville, CO  80027                   
Attention: Jeffrey McGonegal,
CEO
                   Facsimile No.: (303) 439-0414 






	 	
with
a copy to: 






	 	
Brownstein
Hyatt Farber Schreck, LLP                   
410 17th Street, 22nd Floor

                  Denver, CO  80202                   
Attention: Adam J. Agron, Esq.

                  Facsimile No.: (303) 223-1111 






	 	
if
to a Stockholder: 






	 	
then
to the address listed opposite such Stockholder's name on Schedule A attached hereto.  






	 	
if
to PepperBall: 






	 	
PepperBall
Technologies, Inc.                   
6142 Nancy Ridge Drive, Suite 101

                  San Diego, CA  92121                   
Attention: Eric P. Wenaas, CEO

                  Facsimile No.: (858) 202-0078 






	 	
with
a copy to: 






	 	
Morrison
& Foerster LLP                   
12531 High Bluff Drive                   
San Diego, CA
92130                   
Attention: Scott M. Stanton, Esq.                  
 Facsimile
No.: (858) 720-5125 









        
        (b)    Descriptive
Headings. The descriptive headings herein are inserted for           convenience of
reference only and are not intended to be part of or to affect           the meaning or
interpretation of this Agreement.  




5 











        
        (c)    Severability.
The provisions of this Agreement shall be deemed severable           and the invalidity
or unenforceability of any provision shall not affect the           validity or
enforceability of the other provisions hereof. If any provision of           this
Agreement, or the application hereof to any person or any circumstance, is
          invalid or unenforceable, (i) a suitable and equitable provision shall be
          substituted therefor in order to carry out, so far as may be valid and
          enforceable, the intent and purpose of such invalid or unenforceable provision
          and (ii) the remainder of this Agreement and the application of such
          provision to other persons or circumstances shall not be affected by such
          invalidity or unenforceability, nor shall such invalidity or unenforceability
          affect the validity or enforceability of such provision, or the application
          hereof, in any other jurisdiction.  




        
        (d)    Entire
Agreement; Amendment; Waiver. This Agreement, the Proxy, and the           Merger
Agreement constitute the entire agreement of the parties and supersede           all
prior agreements and undertakings, both written and oral, between the           parties,
or any of them, with respect to the subject matter hereof and hereof.           This
Agreement may not be amended or modified except in an instrument in writing
          signed by, or on behalf of, the parties hereto. No failure or delay by any
party           in exercising any right, power or privilege hereunder shall operate as a
waiver           hereof, nor shall any single or partial exercise hereof preclude any
other or           further exercise hereof or the exercise of any other right, power or
privilege.  




        
        (e)    Assignment.
This Agreement and all of the provisions hereof shall be           binding upon and inure
to the benefit of the parties hereto and their respective           successors and
permitted assigns; provided, however, that neither this Agreement           nor any of
the rights, interests or obligations of the parties hereto may be           assigned by
PepperBall, on the one hand, or any Stockholder, on the other hand,           by
operation of law or otherwise without the prior written consent of the other
          party.  




        
        (f)    Specific
Performance. The parties agree that irreparable damage would           occur in the
event that any of the provisions of this Agreement were not           performed in
accordance with their specific terms or were otherwise breached. It           is
accordingly agreed that the parties shall be entitled to an injunction or
          injunctions to prevent breaches of this Agreement and to enforce specifically
          the terms and provisions of this Agreement, this being in addition to any other
          remedy to which they are entitled at law or in equity.  




        
        (g)    Governing
Law. This Agreement shall be governed by and construed in           accordance with
the laws of the State of California, without giving effect to           the choice of law
principles hereof.  




        
        (h)    Parties
in Interest. This Agreement shall be binding upon and inure           solely to the
benefit of each party hereto and its successors and permitted           assigns, and
nothing in this Agreement, express or implied, is intended to or           shall confer
upon any other person any rights, benefits or remedies of any           nature whatsoever
under or by reason of this Agreement.  




        
        (i)    Counterparts.
This Agreement may be executed in two or more counterparts,           all of which shall
be considered one and the same agreement and shall become           effective when one or
more counterparts have been signed by each of the parties           and delivered to the
other parties.  




6 











        
        (j)    Termination.
This Agreement and the Proxy, and all obligations of the           parties hereunder and
thereunder, shall be effective as of the date first set           forth above and
terminate immediately, without any further action being           required, upon the
earlier of (i) any termination of the Merger Agreement           and (ii) the
consummation of the Merger Transaction (the           “Term”).  




        
        (k)    Further
Assurance. Each party to this Agreement agrees (i) to           furnish upon
request to the other party such further information, (ii) to           execute and
deliver to the other party such other documents and (iii) to do           such other
acts and things as the other party reasonably requests for the           purpose of
carrying out the intent of this Agreement and the documents and           instruments
referred to herein.  




        
        (l)    Interpretation.
The words “hereof,” “herein,”          “herewith” and words
of similar import shall, unless otherwise stated,           be construed to refer to this
Agreement as a whole and not to any particular           provision of this Agreement,
section and exhibit references are to the sections           and exhibits of this
Agreement unless otherwise specified. Whenever the words           “include,” “includes,” or
“including” are used in           this Agreement, they shall be deemed to be
followed by the words “without           limitation.” All terms defined in this
Agreement shall have the defined           meanings contained herein when used in any
certificate or other document made or           delivered pursuant hereto unless
otherwise defined therein. The definitions           contained in this Agreement are
applicable to the singular as well as the plural           forms of such terms and to the
masculine as well as to the feminine and neuter           genders of such terms. Any
agreement, instrument, or statute defined or referred           to herein or in any
agreement or instrument that is referred to herein means           such agreement,
instrument, or statute as from time to time, amended, qualified           or
supplemented, including (in the case of agreements and instruments) by waiver
          or consent and (in the case of statutes) by succession of comparable successor
          statutes and all attachments thereto and instruments incorporated therein.
          References to a person are also to its permitted successors and assigns. The
          parties have participated jointly in the negotiation and drafting of this
          Agreement. In the event an ambiguity or question of intent or interpretation
          arises, this Agreement shall be construed as if drafted jointly by the parties
          and no presumption or burden of proof shall arise favoring or disfavoring any
          party by virtue of the authorship of any provisions of this Agreement.  



[Remainder of Page
Intentionally Left Blank] 



7 













        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 















		
	"PepperBall" 



PepperBall Technologies, Inc. 

By: /s/ Eric P. Wenaas 

Name: Eric P. Wenaas 

Title: Chief Executive Officer 
	"SWAT"



Security With Advanced Technology, Inc.

By: /s/ Jeffrey McGonegal_

Name: Jeffrey McGonegal

Title: Chief Executive Officer 










“STOCKHOLDERS” 




 /s/ Gregory Pusey
Gregory Pusey IRA  



Cambridge Holdings, Ltd. 



By:  /s/ Gregory Pusey
Gregory Pusey 
President 




 /s/ Gregory Pusey
Gregory Pusey 




 /s/ Thomas Marinelli 
Thomas Marinelli  




 /s/ Jeffrey McGonegal
Jeffrey McGonegal  



McGonegal Family Partnership 



By: /s/ Jeffrey McGonegal
Jeffrey McGonegal 
General Partner 
















[Signature Page to SWAT
Stockholders Voting Agreement] 



8 











A-1 



EXHIBIT A 



STOCKHOLDERS 





        	
                    
                    Name

                	
                    
                    Address

                	
                    
                    Number and Type of Shares

                
	
                    
                    Gregory Pusey IRA

                	
                    
                    c/o Security With Advanced Technology, Inc.


                    
                    1722 Boxelder St., Suite 101

                    Louisville, Colorado 80227

                	
                    
                    12,575 shares of Common Stock

                
	
                    
                    Cambridge Holdings, Ltd.

                	
                    
                    c/o Security With Advanced Technology, Inc.


                    
                    1722 Boxelder St., Suite 101

                    Louisville, Colorado 80227

                	
                    
                    6,007 shares of Common Stock

                
	
                    
                    Gregory Pusey

                	
                    
                    c/o Security With Advanced Technology, Inc.


                    
                    1722 Boxelder St., Suite 101

                    Louisville, Colorado 80227

                	
                    
                    272,221 shares of Common
                    Stock  


                    
                    174 shares of Series A Preferred Stock

                     

                    3,000 Shares of Series B Preferred
                    Stock          

                
	
                    
                    Thomas Marinelli

                	
                    
                    c/o Security With Advanced Technology, Inc.


                    
                    1722 Boxelder St., Suite 101

                    Louisville, Colorado 80227

                	
                    
                    34,101 shares of Common Stock

                
	
                    
                    Jeffrey McGonegal

                	
                    
                    c/o Security With Advanced Technology, Inc.


                    
                    1722 Boxelder St., Suite 101

                    Louisville, Colorado 80227

                	
                    
                    56,307 shares of Common Stock

                
	
                    
                    McGonegal Family Partnership

                	
                    
                    c/o Security With Advanced Technology, Inc.


                    
                    1722 Boxelder St., Suite 101

                    Louisville, Colorado 80227

                	
                    
                    1,087 shares of Common Stock

                


        

        






A-1











EXHIBIT B 



IRREVOCABLE PROXY 



        The
undersigned Stockholder of Security With Advanced Technology, Inc., a Colorado corporation
(“SWAT”), hereby irrevocably (to the fullest extent permitted by law),
but subject to the termination provisions hereof, appoints PepperBall Technologies, Inc.,
a Delaware corporation (“PepperBall”), as the sole and exclusive attorney
and proxy of the undersigned, with full power of substitution and resubstitution, to vote
and exercise all voting and related rights (to the full extent that the undersigned is
entitled to do so) with respect to all of the shares of SWAT that now are or hereafter may
be beneficially owned by the undersigned, and any and all other shares or securities of
SWAT issued or issuable in respect hereof on or after the date hereof (collectively, the
“Shares”) in accordance with the terms of this Proxy. The Shares
beneficially owned by the undersigned Stockholder of SWAT as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned’s execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any Shares are
hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect
to the Shares and the matters set forth in the third paragraph hereof. 



        This
Proxy is irrevocable (to the fullest extent permitted by law), subject to the termination
provisions hereof, is coupled with an interest and is granted pursuant to that certain
Voting Agreement of even date herewith by and among PepperBall, SWAT and the undersigned
Stockholder (the “Voting Agreement”). 



        PepperBall
is hereby authorized and empowered by the undersigned to act as the undersigned’s
attorney and proxy to vote the Shares, and to exercise all voting, consent and similar
rights of the undersigned with respect to the Shares (including, without limitation, the
power to execute and deliver written consents) at every annual, special or adjourned
meeting of stockholders of SWAT and in every written consent in lieu of such meeting:
(i) in favor of the adoption of the Merger Agreement and the other transactions
contemplated by the Merger Agreement; (ii) against any proposal for any merger,
consolidation, sale of assets, recapitalization or other business combination involving
SWAT (other than the Merger Transaction) or any other action or agreement that would
result in a breach of any covenant, representation or warranty or any other obligation or
agreement of SWAT under the Merger Agreement or which would result in any of the
conditions to SWAT’s obligations under the Merger Agreement not being fulfilled; and
(iii) in favor of any other matter required under the Merger Agreement to close the
Merger Transaction. 



        PepperBall
may not exercise this Proxy on any other matter except as provided above. The undersigned
Stockholder may vote the Shares on all other matters. 



        Any
obligation of the undersigned hereunder shall be binding upon the successors and permitted
assigns of the undersigned. 



        This
Proxy is irrevocable (to the fullest extent permitted by law), subject to the termination
provisions hereof. 



B-1 











        This
Proxy, and all obligations of the undersigned hereunder, shall terminate immediately,
without any further action being required, upon the earlier of (i) any termination of
the Merger Agreement and (ii) the consummation of the Merger Transaction. 




        Dated: May 27, 2008 








	"STOCKHOLDERS"
		Shares of

Common Stock
		Shares of

Preferred Stock
	
	/s/ Gregory Pusey 	 	 	 	12,575	 	 	0	 
	Gregory Pusey IRA	 	 
	Cambridge Holdings, Ltd.	 	 	 	6,007	 	 	0	 
	 		
	/s/ Gregory Pusey 	 	 
	Gregory Pusey	 	 
	President	 	 
	 		
	/s/ Gregory Pusey 	 	 	 	272,221	 	 	3,174	 
	Gregory Pusey	 	 
	 		
	/s/ Thomas Marinelli 	 	 	 	34,101	 	 	0	 
	Thomas Marinelli	 	 
	 		
	/s/ Jeffrey McGonegal 	 	 	 	56,307	 	 	0	 
	Jeffrey McGonegal	 	 
	McGonegal Family Partnership	 	 
	 		
	By: /s/ Jeffrey McGonegal 	 	 	 	1,087	 	 	0	 
	Jeffrey McGonegal	 	 
	General Partner	 	 
			







[Signature Page to
Irrevocable Proxy] 












B-2