Exhibit 4.2  




REGISTRATION RIGHTS
AGREEMENT 



        This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December
____, 2007 (the “Effective Date”), by and between Security With Advanced
Technology, Inc., a Colorado corporation (the “Company”), and the
investors identified on the signature pages hereto (each, a “Stockholder”
and collectively, the “Stockholders”). The Company and the Stockholders
are sometimes referred to herein individually as a “Party” and
collectively as the “Parties.” 



      The
Parties agree as follows:



     1.    
          Definitions. For purposes of this Agreement, the following terms have the
          indicated meanings: 



    1.1        
"Common
Stock" means the Company's Common Stock, no par value per share.  



    
1.2        "Demand
Registration" has the meaning set forth in Section 2.1 hereof.  



    
1.3       “Register,”“Registered,” and
“Registration” refer to a registration effected by preparing and filing
a registration statement or similar document in compliance with the Securities Act of
1933, as amended, or successor statute (the “Securities Act”), and the
declaration or ordering of effectiveness of such registration statement or document.  



    1.4        “Registrable
Securities” means (i) the shares of Common Stock of the Company underlying the
shares of Series B Preferred Stock issued to the Stockholders pursuant to the Warrant
Conversion Agreement of even date herewith (the “Warrant Conversion Agreement”),
and (ii) any Common Stock issued or issuable to the Stockholders with respect to the
Common Stock referred to in clause (i) by way of a dividend, split, or in connection with
a combination of securities, recapitalization, merger, consolidation or other
reorganization; provided however, that with respect to any Registrable Securities, such
securities shall cease to be Registrable Securities when (x) they have been sold
pursuant to an effective registration statement registering such securities under the
Securities Act, (y) they have been sold in compliance with paragraph (d) of Rule
145 or (z) they are eligible to be sold without volume limitations pursuant to Rule
144 promulgated under the Securities Act (“SEC Rule 144”). 











2. Registration Rights.  



    2.1        Demand
Registration. At any time following the six month anniversary of the closing of the
Warrant Conversion Agreement, the holders of a majority of the Registrable Securities may
request registration (a “Demand Registration”) under the Securities Act
of the Registrable Securities. Upon the Company’s receipt of a Demand Registration,
the Company shall give all other Stockholders written notice thereof as soon as
practicable but in no event less than 10 days prior to the filing of such registration statement,
and shall provide such Stockholders an opportunity to include in such registration all
Registrable Securities requested by the Stockholders in writing to be included therein,
subject to the limitations set forth in this Section 2.1. The Company shall file a
registration statement covering the Registrable Securities requested to be registered
pursuant to this Section 2.1 for an offering to be made on a continuous basis pursuant to
Rule 415 promulgated under the Securities Act on Form S-3 (or on such other form
appropriate for such purpose) within 30 days of the Company’s receipt of a Demand
Registration. The Company shall use its best efforts to cause such registration statement
to be declared effective by the SEC within 120 days following the Company’s receipt
of the Demand Registration, subject to any limitations imposed upon such registration by
Rule 415 and the SEC’s guidelines and limitations promulgated thereunder.
Notwithstanding the foregoing, the Company may postpone for up to six months the filing
or the effectiveness (which may include the withdrawal of an effective registration
statement) of a registration statement pursuant to this Section 2.1 if the Company’s
board of directors reasonably determines in its good faith judgment that, because of the
existence of any proposal or plan by the Company or any of its subsidiaries to engage in
any acquisition or financing activity (other than in the ordinary course of business) or
the unavailability for reasons beyond the Company’s control of any required
financial statements, or any other event or condition of similar significance to the
Company, it would be materially disadvantageous to the Company and its stockholders
 for such a registration statement to be maintained effective, or to be filed and
become effective. The Company may include in a Demand Registration any securities that
are not Registrable Securities. Only one registration may be demanded pursuant to
this section. A registration will not count as a Demand Registration until it has
become effective and includes at least 75% of the Registrable Securities requested by the
Stockholders to be included in the registration statement. 



    2.2        Piggyback
Registration. In the event the Company proposes to register any of its securities
under the Securities Act following the six month anniversary of the closing of the
Warrant Conversion Agreement by filing any form of registration statement (other
than Form S-4 or Form S-8 or the successor form of either of them) that would
legally permit the inclusion of Registrable Securities, the Company shall give the
Stockholders written notice thereof as soon as practicable but in no event less than 30
days prior to the filing of such registration statement, and shall provide the
Stockholders an opportunity to include in such registration all Registrable Securities
requested by the Stockholders in writing to be included therein, subject to the
limitations set forth in this Section 2.2. If any Stockholder chooses to include in any
such registration statement all or any part of the Registrable Securities it holds, such
Stockholder shall, within 10 days after the above-described notice from the Company, so
notify the Company in writing. Such notice shall state the intended method of disposition
of the Registrable Securities by the Stockholder. If any Stockholder decides not to
include all of its Registrable Securities in any registration statement thereafter filed
by the Company, such Stockholder shall nevertheless continue to have the right to include
any Registrable Securities in any subsequent registration statement or registration
statements as may be filed by the Company with respect to its securities, all upon the
terms and conditions set forth herein.  



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    2.3
       Underwriting.
If the registration statement for which the Stockholders have registration rights under
this Agreement is for an underwritten offering, the Company shall so advise the
Stockholders. The right of the Stockholders to be included in a registration pursuant to
this Agreement shall be conditioned upon the Stockholders’ participation in such
underwriting and the inclusion of the Registrable Securities in the underwriting to the
extent provided herein. If the Stockholders elect to participate in such offering, the
Stockholders shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Company.
Notwithstanding any other provision of this Agreement, the Company, upon advice from its
underwriters, reserves the right to reduce (on a pro rata basis) or eliminate the number
of shares that may be included in the underwriting based upon a good faith determination
that marketing factors require a limitation or elimination of the number of shares to be
underwritten. The Company or its underwriters may also condition the participation of the
Stockholders in such underwriting upon the Stockholders entering into a lock-up agreement
with the Company or its underwriters for such period of time deemed appropriate by the
underwriters. If any Stockholder disapproves of the terms of any such underwriting, such
Stockholder may elect to withdraw therefrom by written notice to the Company and the
underwriter, delivered at least 10 business days prior to the effective date of the
registration statement. If, by the withdrawal of any Registrable Securities by a
Stockholder, a greater number of securities held by other holders may be included in such
registration statement (up to the limit imposed by the underwriters), the Company shall
offer to all Stockholders who have not withdrawn from the registration statement the
right to include their pro rata share of such additional securities to be registered. Any
Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn
from such registration.  



    2.4        Costs
of Registration. The Company shall bear the costs of each registration in which the
Stockholders participate pursuant to Sections 2.1 and 2.2, but excluding any underwriting
discounts or commissions on the sale of Registrable Securities.  



    2.5        Transferability
of Registration Rights. The rights to cause the Company to register Registrable
Securities pursuant to this Section 2 may not be transferred by the Stockholders.  



    2.6        Reports
under Securities Exchange Act of 1934. With a view to making available to the
Stockholders the benefits of SEC Rule 144 and any other rule or regulation of the SEC
that may at any time permit the Stockholders to sell securities of the Company to the
public pursuant to a registration on Form S-3 or without registration, the Company agrees
to:  



    
        (a)                     make
and keep public information available, as those terms are understood and
          defined in SEC Rule 144, at all times after the effective date of the first
          registration statement filed by the Company for the offering of its securities
          to the general public so long as the Company remains subject to the periodic
          reporting requirements under Sections 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, or any successor statute (the           “Exchange Act”);  



    
        (b)                     file
with the SEC in a timely manner all reports and other documents required of           the
Company under the Securities Act and the Exchange Act; and  



    
        (c)                     furnish
to the Stockholders, so long as accurate and so long as the Stockholders           own
any Registrable Securities, forthwith upon request (i) a written statement           by
the Company that it has complied with the reporting requirements of SEC Rule
          144, the Securities Act and the Exchange Act, or that it qualifies as a
          registrant whose securities may be resold pursuant to Form S-3 (or any
successor           form that provides for short-form registration) (at any time after it
so           qualifies), and such other information as may be reasonably requested in
          availing the Stockholders of any rule or regulation of the SEC that permits the
          selling of any such securities without registration or pursuant to such form.  



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     3.    
          Obligations of the Company. 



        In
connection with the registration of the Registrable Securities, the Company shall have the
following obligations: 



    
3.1        The
Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a registration statement and the prospectus used in
connection with the registration statement as may be necessary to keep the registration
statement effective at all times required for such registration statement under this
Agreement, and, during such period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company covered by the
registration statement until the termination of said period.  



    3.2        The
Company shall furnish to the Stockholders and their one legal counsel selected by the
Stockholders, if any (i) promptly after the same is prepared and publicly distributed,
filed with the SEC, or received by the Company, one copy of the registration statement
and any amendment thereto, each prospectus, including any preliminary prospectus, and
each amendment or supplement thereto, and, in the case of a registration statement
referred to in Section 2.1 or 2.2, each letter written by or on behalf of the Company to
the SEC or the staff of the SEC, and each item of correspondence from the SEC or the
staff of the SEC, in each case relating to such registration statement (other than any
portion, if any, thereof which contains information for which the Company has sought
confidential treatment), and (ii) such number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such other
documents as the Stockholders may reasonably request in order to facilitate the
disposition of the Registrable Securities covered by the registration statement that are
owned (or to be owned) by the Stockholders. All correspondence to or from the SEC or its
staff shall, subject to applicable law and legal process, be kept confidential by the
Stockholders.  



    3.3        The
Company shall use reasonable efforts to (a) register and qualify the Registrable
Securities covered by the registration statement under securities laws of such
jurisdictions in the United States as the Stockholders reasonably request, (b) prepare
and file in those jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to maintain the
effectiveness thereof for a period of three months following the effective date of the
registration statement or such longer period of time deemed reasonable by the Company’s
board of directors (the “Registration Period”), (c) take such other
actions as may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, (d) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (i) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3.3, (ii)
subject itself to general taxation in any such jurisdiction, (iii) file a general consent
to service of process in any such jurisdiction, (iv) provide any undertakings that cause
the Company material expense or burden, or (v) make any change in its charter or by-laws,
which in each case the board of directors of the Company determines to be contrary to the
best interests of the Company and its stockholders, and (e) cause all Registrable
Securities covered by such registration statement to be listed on each securities
exchange on which similar securities issued by the Company are then listed or traded.  



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    3.4        In
the event of any underwritten public offering, the Company shall enter into and perform
its obligations under an underwriting agreement, in usual and customary form, including,
without limitation, customary indemnification and contribution obligations, with the
underwriters of such offering.  



    3.5        As
soon as practicable after becoming aware of such event, the Company shall notify the
Stockholders of the happening of any event, of which the Company has knowledge, as a
result of which the prospectus included in the registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading,
and use its best efforts as soon as practicable to prepare a supplement or amendment to
(and, in the event of an amendment, obtain the effectiveness thereof) the registration
statement to correct such untrue statement or omission, and deliver such number of copies
of such supplement or amendment to the Stockholders as the Stockholders may reasonably
request.  



    3.6        The
Company shall use its best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of a registration statement and, if such an order is issued,
to obtain the withdrawal of such order at the earliest practicable time and to notify the
Stockholders (and, in the event of an underwritten offering, the managing underwriters)
of the issuance of such order and the resolution thereof.  



    3.7        The
Company shall permit a single firm of counsel designated by the Stockholders holding a
majority of the Registrable Securities to review the registration statement and all
amendments and supplements thereto a reasonable period of time prior to their filing with
the SEC.  



    3.8        The
Company shall make generally available to its security holders as soon as practical an
earnings statement (in form complying with the provisions of Rule 158 under the
Securities Act) covering a 12-month period beginning not later than the first day of the
Company’s fiscal quarter next following the effective date (as defined in said Rule
158) of the registration statement.  



    3.9        In
the event Registrable Securities are being sold through underwriters, the Company shall
use its best efforts to furnish, on the date that such Registrable Securities are sold,
(a) an opinion, dated as of such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters, and (b) a
letter dated as of such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering addressed to the
underwriters.  



    3.10        In
the event Registrable Securities are being sold through underwriters, the Company shall
make available for inspection by (a) any underwriter participating in any disposition
pursuant to the registration statement, and (b) one firm of attorneys retained by all
such underwriters all pertinent financial and other records, and pertinent corporate
documents and properties of the Company, as shall be reasonably requested by any of the
foregoing and cause the Company’s officers, directors and employees to supply all
information which any Inspector may reasonably request.  



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    3.11        The
Company shall hold in confidence and not make any disclosure of information concerning
the Stockholders provided to the Company unless (a) disclosure of such information is
necessary to comply with federal or state securities laws, (b) the disclosure of such
information is necessary to avoid or correct a material misstatement or omission in any
registration statement, (c) the release of such information is ordered pursuant to a
subpoena or other order from a court or governmental body of competent jurisdiction or is
otherwise required by applicable law or legal process, (d) such information has been made
generally available to the public other than by disclosure in violation of this or any
other agreement (to the knowledge of the Company), or (e) the Stockholders consent to the
form and content of any such disclosure. The Company agrees that it shall, upon learning
that disclosure of such information concerning the Stockholders is sought in or by a
court or governmental body of competent jurisdiction or through other means, give prompt
notice to the Stockholders prior to making such disclosure, and allow the Stockholders,
at their expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.  



    3.12        The
Company shall cooperate with the Stockholders and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legends) representing Registrable Securities to be offered
pursuant to the registration statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the managing underwriter or
underwriters, if any, or the Stockholders may reasonably request and registered in such
names as the managing underwriter or underwriters, if any, or the Stockholders may
request.  



    3.13        At
the request of the Stockholders, the Company shall promptly prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to a registration
statement and the prospectus used in connection with the registration statement as may be
necessary in order to change the description of the plan of distribution set forth in
such registration statement.  



    3.14        The
Company shall comply with all applicable laws related to the applicable registration
statement and offering and sale of securities and all applicable rules and regulations of
governmental authorities in connection therewith (including, without limitation, the
Securities Act and the Exchange Act, and the rules and regulations promulgated by the
SEC).  



     4.    
          Obligations of the Stockholders. 



        In
connection with the registration of the Registrable Securities, the Stockholders shall
have the following obligations: 



    
4.1        Each
Stockholder shall furnish to the Company such information regarding himself or
itself, the Registrable Securities held by him or it and the intended method of
disposition of the Registrable Securities held by him or it as shall be reasonably
required to effect the registration of such Registrable Securities and shall execute such
documents in connection with such registration as the Company may reasonably request. At
least 10 business days prior to the first anticipated filing date of the registration
statement, the Company shall notify the Stockholders of the information the Company
requires from the Stockholders.  



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    4.2        The
Stockholders, by acceptance of the Registrable Securities, agree to cooperate with the
Company as reasonably requested by the Company in connection with the preparation and
filing of the registration statements hereunder, unless the Stockholders have notified
the Company in writing of their election to exclude all of their Registrable Securities
from the applicable registration statement.  



    4.3        In
the event the Registrable Securities are included in a registration statement, the
Stockholders understand that the Securities Act may require delivery of a prospectus
relating thereto in connection with any sale thereof pursuant to such registration
statement, and each Stockholder shall comply with the applicable prospectus delivery
requirements of the Securities Act in connection with any such sale.  



    4.4        The
Stockholders agree to notify the Company promptly, but in any event within five business
days after the date on which all Registrable Securities covered by a registration
statement that are owned by the Stockholders have been sold by the Stockholders, if such
date is prior to the expiration of the Registration Period, so that the Company may
comply with its obligation to terminate such registration statement in accordance with
Item 512(a)(3) of Regulation S-K.  



    4.5        The
Stockholders agree that, upon receipt of written notice from the Company of the happening
of any event of the kind described in Section 3.5, the Stockholders will immediately
discontinue disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until the Stockholders’ receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3.5 and, if so directed
by the Company, the Stockholders shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction) all copies
in the Stockholders’ possession (other than a limited number of permanent file
copies), of the prospectus covering such Registrable Securities current at the time of
receipt of such notice.  



    4.6        The
Stockholders may not participate in any underwritten distribution pursuant to a
registration statement under Sections 2.1 or 2.2 unless the Stockholders (a) agree to
sell their Registrable Securities on the basis provided in any underwriting arrangements
in usual and customary form entered into by the Company, (b) complete and execute all
questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements, and (c)
agree to pay its pro rata share of all underwriting discounts and commissions and any
expenses in excess of those payable by the Company pursuant to Section 2.4.  



5.     Indemnification.  



        In
the event any Registrable Securities are included in a registration statement under this
Agreement: 



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    5.1        The
Company shall defend,
indemnify, and hold harmless, to the fullest extent permitted by
law, the Stockholders against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or a fact necessary to make the statements therein not misleading, except
insofar as the same are caused by and contained in any information furnished in writing
to the Company by the Stockholders expressly for use therein. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this Section
5.1, as it pertains to any preliminary or final prospectus, shall not inure to the
benefit of any indemnified Party if the untrue statement or omission of material fact
contained in the preliminary or final prospectus was corrected on a timely basis in the
prospectus, as then amended or supplemented, if such corrected prospectus was timely made
available by the Company pursuant to Section 3.3 hereof, and the indemnified Party was
promptly advised in writing not to use the incorrect prospectus prior to the use giving
rise to a violation and such indemnified Party, notwithstanding such advice, used such
incorrect prospectus.  



    5.2        In
connection with any registration statement in which the Stockholders are participating,
the Stockholders will furnish to the Company in writing information regarding such
Stockholder’s ownership of Registrable Securities and its intended method of
distribution thereof and each Stockholder shall defend, indemnify, and hold harmless,
to the extent permitted by law, the Company, its directors, officers, employees and
agents and each Party who controls (within the meaning of the Securities Act) the Company
or such other indemnified Party against any losses, claims, damages, liabilities and
expenses (including with respect to any claim for indemnification hereunder asserted by
any other indemnified Party) resulting from any untrue or alleged untrue statement of
material fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or
omission is caused by and contained in such information so furnished in writing by such
Stockholder. The indemnification provided under this Section 5.2 shall be several and not
joint.  



    5.3        Any
Party entitled to indemnification hereunder shall give prompt written notice to the
indemnifying Party of any claim with respect to which its seeks indemnification;
provided, however, the failure to give such notice shall not release the indemnifying
Party from its obligation under this Section 5, except to the extent that the
indemnifying Party has been materially prejudiced by such failure to provide such notice.  



    5.4        In
any case in which any such action is brought against any indemnified Party, and it
notifies an indemnifying Party of the commencement thereof, the indemnifying Party will
be entitled to participate therein, and, to the extent that it may wish, jointly with any
other indemnifying Party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified Party, and after notice from the indemnifying
Party to such indemnified Party of its election so to assume the defense thereof, the
indemnifying Party will not (so long as it shall continue to have the right to defend,
contest, litigate and settle the matter in question in accordance with this paragraph) be
liable to such indemnified Party hereunder for any legal or other expense subsequently
incurred by such indemnified Party in connection with the defense thereof other than
reasonable costs of investigation, supervision and monitoring (unless such indemnified
Party reasonably objects to such assumption on the grounds that there may be defenses
available to it which are different from or in addition to the defenses available to such
indemnifying Party, in which event the indemnified Party shall be reimbursed by the
indemnifying Party for the expenses incurred in connection with retaining separate legal
counsel). An indemnifying Party shall not be liable for any settlement of an action or
claim effected without its consent. The indemnifying Party shall lose its right to
defend, contest, litigate and settle a matter if it shall fail to diligently contest such
matter (except to the extent settled in accordance with the next following sentence). No
matter shall be settled by an indemnifying Party without the consent of the indemnified
Party (which consent shall not be unreasonably withheld).  



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    5.5        The
indemnification provided for under this Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified Party and will
survive the transfer of the Registrable Securities.  



     6.    
          Miscellaneous. 



    6.1        Enforceability/Severability. If
any provision of this Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other provision or any other jurisdiction, but
this Agreement shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.  



    6.2        Remedies. The
Parties shall be entitled to enforce their rights under this Agreement specifically or to
recover damages by reason of any breach of any provision of this Agreement and to
exercise all other rights existing in their favor. The Parties agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that the Company or the Stockholders may in its sole discretion apply to
any court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting a bond or other security) in order to enforce or
prevent any violation of the provisions of this Agreement.  



    6.3        Entire
Agreement; Successors and Assigns. Except as otherwise expressly set forth herein,
this document embodies the complete agreement and understanding among the Parties with
respect to the subject matter hereof and supersedes and preempts any prior
understandings, agreements or representations by or among the Parties, written or oral,
which may have related to the subject matter hereof in any way. Subject to the exceptions
specifically set forth in this Agreement, the terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective executors,
administrators, heirs, successors and assigns of the Parties. This Agreement may not be
assigned by any Stockholder.  



    6.4        Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Colorado, without giving effect to conflicts of laws principles.  



    6.5        Counterparts.
This Agreement may be executed in counterparts, each of which shall be an original, and
all of which taken together constitute one and the same instrument.  



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6.6        Headings.
The section headings of this Agreement are inserted for convenience only and
do not constitute a part of this Agreement.  



    6.7        Notices.
Any notice, request or other communication required or permitted hereunder shall be in
writing and shall be delivered personally or by facsimile (receipt confirmed
electronically) or shall be sent by a reputable express delivery service or by certified
mail, postage prepaid with return receipt requested, addressed as follows:  






	 	
If
to the Stockholders:  






	 	
To
the address set forth in the Company’s books and records. 






	 	
If
to the Company:  






	 	
Security
With Advanced Technology, Inc.   
                10855 Dover St., Suite 1000

                  Westminster, CO 80021  
                 Attention:        Jeffrey G.
McGonegal                  
 Facsimile:        (303) 722-4011 






	 	
with
a copy to: 

 Brownstein Hyatt Farber Schreck, P.C. 
 410
Seventeenth Street, 22nd Floor 
Denver, CO 80202

 Attention: Adam J. Agron 
 Facsimile:
(303) 223-1111  













Either Party hereto may change the
above specified recipient or mailing address by notice to the other Party given in the
manner herein prescribed. All notices shall be deemed given on the day when actually
delivered as provided above (if delivered personally or by facsimile, provided that any
such facsimile is received during regular business hours at the recipient’s location)
or on the day shown on the return receipt (if delivered by mail or delivery service). 



    6.8        Amendment
and Waiver. Except as otherwise provided herein, no amendment or waiver of any
provision of this Agreement shall be effective against the Company or the Stockholders
unless such amendment or waiver is approved in writing by the Company and the
Stockholders holder a majority of the Registrable Securities. The failure of any Party to
enforce any provision of this Agreement shall not be construed as a waiver of such
provision and shall not affect the right of such Party thereafter to enforce each
provision of this Agreement in accordance with its terms.  



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



	 	
COMPANY:







	 	
SECURITY
WITH ADVANCED TECHNOLOGY, INC. 







	 	
By:
/s/ Jeffrey G. McGonegal

Jeffrey G. McGonegal

 Chief Executive Officer 













BY EXECUTING THIS AGREEMENT, THE
STOCKHOLDER ACKNOWLEDGES FOR ITSELF AND ITS ASSIGNS, THAT, DESPITE ENTERING INTO THIS
AGREEMENT, THE COMPANY MAKES NO REPRESENTATION, GUARANTY OR WARRANTY WHATSOEVER OF ITS
ABILITY TO SUCCESSFULLY EFFECT WITH THE APPLICABLE REGULATORY AUTHORITIES A REGISTRATION
OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT. 




	 	
STOCKHOLDERS:







	 	
_________________________


                                                              _________________________

                                                              _________________________












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