Exhibit 4.1 



            
            REGISTRATION RIGHTS AGREEMENT


            
             


            
            This REGISTRATION RIGHTS AGREEMENT (this
            “Agreement”) is made as
            of July 10, 2007 (the “Effective
            Date”), by and between Security With Advanced
            Technology, Inc., a Colorado corporation (the
            “Company”), and Gary E.
            Gibson, Roy Urban, Ron Urban and Thomas G. Kotsiopoulos (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

                        	
                            
                            “Piggyback
                            Registration” has the meaning set forth
                            in Section 2.2 hereof.

                        


            


            
            1.4         
            “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.


            
            1.5         
            “Registrable
            Securities” means (i) the shares of Common Stock of the
            Company issued to the Stockholders pursuant to the Asset Purchase Agreement dated as of
            July 10, 2007 between the Company, Perfect Circle Projectiles, LLC, PCP Acquisition,
            Inc. and Gary E. Gibson, 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 pursuant
            to Rule 144(k).


            
                	
                            
                            2.

                        	
                            
                            Registration
                            Rights.

                        


            


            
            2.1          
            Demand Registration. At any time after six
            months following the date hereof the Stockholders holding a majority of the Registrable
            Securities may request registration under the Securities Act of all or a part of their
            Registrable Securities. Only one registration may be demanded pursuant to this section
            (a “Demand
            Registration”). 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 Stockholder to be included in the registration
            statement. Subject to Section 2.3, the Company may include in any registration
            statement filed pursuant to this Section 2.1 any securities that are not Registrable
            Securities. Within 14 days after receipt of any request pursuant to this Section 2.1,
            the Company will give written notice of such request to all other


             

            

        

        
        

        
            


            
            holders of Registrable Securities and, subject to the terms hereof and
            applicable law, will use its best efforts to effect such registration and will include
            in such registration all Registrable Securities with respect to which the Company has
            received written requests for inclusion therein within 14 days after the
            Company’s notice has been given. Stockholders initiating the Demand Registration
            may elect the manner of the offering of the Registrable Securities pursuant to the
            Demand Registration. In the event of a Demand Registration, the Stockholders initiating
            the Demand Registration may select the underwriter (if any), subject to the approval of
            the Company, which won’t be unreasonably withheld.


            
            2.2          
            Piggyback Registration. In the event the
            Company proposes to register any of its securities under the Securities Act 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 (a “Piggyback
            Registration”), such Stockholder shall, within 15 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 any
            Registrable Securities in a 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, all upon the terms and conditions set forth
            herein. Each Stockholder shall have one Piggyback Registration right pursuant to this
            Section 2.2 and a registration will not count as a Piggyback Registration until it has
            become effective and includes at least 75% of the Registrable Securities requested by
            such Stockholder to be included in the registration statement. Subject to Section 2.3,
            the Company may include in any registration statement filed pursuant to this Section
            2.2 any securities that are not Registrable Securities, provided that in the event that
            an underwriter determines in accordance with Section 2.3 to limit the number of shares
            in the offering to which the registration statement relates, the Registrable Securities
            shall not be reduced prior to such other securities.


            
            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. 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’s underwriter in a secondary offering raising gross
            proceeds to the Company of at least $6 million may 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, provided that the Registrable Securities shall
            not be reduced prior to any other securities to be sold in the offering by selling
            stockholders. In addition, the Company may postpone the filing or the effectiveness
            (which may include the withdrawal of an effective registration statement) of a
            registration statement based upon advice from its underwriters. If


             


            
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            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. The Company or its underwriters may 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; provided, however, that such lock-up period shall not
            exceed 180 days without the consent of the Stockholders holding a majority of the
            Registrable Securities.


            
            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; provided, however, that the Stockholders
            may assign or transfer (by will, the laws of intestate succession or otherwise) their
            rights hereunder to any immediate family member of such Stockholder or to a trust for
            the benefit of any immediate family member of such Stockholder.


            
            2.6          
            Reports under Securities Exchange Act of
            1934. With a view to making available to the Stockholders the
            benefits of Rule 144 promulgated under the Securities Act 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


             


            
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            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.


            
                	
                            
                            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 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
            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 to the
            extent not in the public domain. The Company shall promptly furnish to each seller of
            such Registrable Shares and the underwriters of the securities being registered such
            number of copies of such registration statement, each amendment and supplement thereto,
            the prospectus included in such registration statement (including each preliminary
            prospectus) and such other documents as such seller or underwriters may reasonably
            request in order to facilitate the disposition of the Registrable Securities owned by
            such seller or the sale of such securities by such underwriters.


            
            3.3          
            The Company shall use best 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


             


            
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            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.


            
            3.4          
            The Company shall enter into customary agreements (including
            underwriting agreements, if necessary) and perform its obligations under such
            agreements, in usual and customary form in order to expedite or facilitate the
            disposition of such Registrable Securities in accordance with the Stockholders’
            intended method of distribution, 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 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 use best efforts to obtain the withdrawal of such order and
            to immediately 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 and provide
            input to (although the Company shall not be required to accept any such input unless it
            relates specifically to the information contained in, or omitted from, the registration
            statement and all amendments and supplements thereto solely with respect to the
            Stockholders or their Registrable Securities) 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.


             


            
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            3.9          
            In the event Registrable Securities are being sold through underwriters,
            the Company shall use its best efforts to furnish, on the dates provided in the
            underwriting agreement, (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 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.


            
            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.


             


            
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            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, the Registrable Securities held by him and the intended method of disposition
            of the Registrable Securities held by him 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.


            
            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.


             


            
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            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.


            
                	
                            
                            5.

                        	
                            
                            Indemnification.

                        


            


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


            
            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,


             


            
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            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).


            
            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.


            
            5.6          
            If the indemnification provided for in Section 5.1 or 5.2 from the
            indemnifying Party is unavailable to an indemnified Party in respect of any losses,
            claims, damages, liabilities or expenses referred to therein, then each indemnifying
            Party, in lieu of indemnifying the indemnified Party, shall contribute to the amount
            paid or payable by each indemnified Party as a result of such losses, claims, damages,
            liabilities or expenses in such proportion as is appropriate to reflect the relative
            fault of such indemnifying Party on the one hand and of the indemnified Party or
            Parties on the other in connection with the statements or omissions that resulted in
            such losses, claims, damages, liabilities or expenses as well as any other relevant
            equitable considerations. The relative fault of the indemnifying Party and of the
            indemnified Party shall be determined by reference to, among other things, whether the
            untrue or alleged untrue statement of a material fact or the omission or alleged
            omission to state a material fact relates to information supplied by the indemnifying
            Party or by the indemnified Party and the Parties’ relative intent, knowledge,
            access to information, and opportunity to correct or prevent such statement or
            omission.


             


            
            5.7          
            The Parties agree that it would not be just and equitable if
            contribution pursuant to this Section 5 were determined by pro rata allocation or by
            any other method of allocation that


             


            
            9


             

            

        

        
        

        
            


            
            does not take account of the equitable considerations referred to in the
            immediately preceding paragraph. No person liable for fraudulent misrepresentation
            (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
            contribution from any person who was not liable for such fraudulent
            misrepresentation.


            
                	
                            
                            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 Delaware, 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.


            
            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:


             


            
            10


             

            

        

        
        

        
            
                
                    

                


                
                


                
                    	
                                
                                 

                            	
                                
                                If to the
                                Stockholders:

                            


                


                
                Perfect Circle Projectiles, LLC


                
                28101 Ballard Drive, Unit C


                
                Lake Forest, Illinois 60045


                
                    	
                                
                                 

                            	
                                
                                Fax No.:

                            	
                                
                                (847) 367-8980

                            


                


                
                    	
                                
                                 

                            	
                                
                                Attention:

                            	
                                
                                Gary E. Gibson

                            


                


                
                with a copy to:


                
                Shadle & Associates, Ltd.


                
                1019 W. Wise Road, Suite 200


                
                Schaumburg, Illinois 60193


                
                    	
                                
                                 

                            	
                                
                                Fax No:

                            	
                                
                                (847) 891-3038

                            


                


                
                    	
                                
                                 

                            	
                                
                                Attention:

                            	
                                
                                Ronald E. Shadle

                            


                


                
                 


                
                If to the Company:


                
                Security With Advanced Technology, Inc.


                
                10855 Dover Street, Suite 1100


                
                Westminster, Colorado 80021


                
                    	
                                
                                 

                            	
                                
                                Attention:

                            	
                                
                                Scott Sutton

                            


                


                
                    	
                                
                                 

                            	
                                
                                Facsimile:

                            	
                                
                                (303) 722-4011

                            


                


                
                 


                
                with a copy to:


                
                Brownstein Hyatt Farber Schreck, P.C.


                
                410 Seventeenth Street, 22nd Floor


                
                Denver, Colorado 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.


                
                 


                
                11


                
                 


                
                    

                

            

        

        
        

        
            


            
            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 Financial Officer


             


            BY
            EXECUTING THIS AGREEMENT, EACH STOCKHOLDER ACKNOWLEDGES FOR HIMSELF AND HIS 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:


             


            
/s/ Gary E. Gibson 


            
            Gary E. Gibson


            
             


            
/s/ Roy Urban 


            
            Roy Urban


            
             


            
/s/ Ron Urban 


            
            Ron Urban


            
             


            
/s/ Thomas G. Kotsiopoulos 


            
            Thomas G. Kotsiopoulos