Exhibit
4.11



WARRANT AGREEMENT 



This Warrant Agreement (the
“Agreement”), made and entered into as of April 12, 2007, by and between
SECURITY WITH ADVANCED TECHNOLOGY, INC. (f/k/a A4S Security, Inc.), a Colorado corporation
(the “Company”), and CORPORATE STOCK TRANSFER, INC., a Colorado corporation, as
Warrant Agent (the “Warrant Agent”). 



WITNESSETH THAT: 



WHEREAS, pursuant to a private
placement of its securities, the Company will offer up to $6.0 million in securities
consisting of (i) three warrants to purchase shares of Common Stock, no par value, of
the Company (“Common Stock”) and (ii) up to $6.0 million of Convertible
Promissory Notes (“Notes”). Included in the three warrants being issued
is one warrant to purchase one share of Common Stock at $9.00 per share (referred to
herein as the “Warrant”). 



WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act,
in connection with the issuance, registration, transfer, exchange and redemption of the
Warrants, the issuance of Warrant Certificates, the exercise of the Warrants, and the
rights of the holders thereof. 



NOW THEREFORE, in consideration of
the premises and the mutual agreements hereinafter set forth and for the purposes of
defining the terms and provisions of the Warrants and the certificates representing the
Warrants (the “Warrant Certificates”) and the respective rights and obligations
thereunder of the Company, the Registered Holders and the Warrant Agent, the parties
hereto agree as follows: 



SECTION 1. DEFINITIONS. 



As used herein, the following terms
shall have the following meanings, unless the context shall otherwise require: 



     1.1.    
          “Corporate Office” shall mean the office of the Warrant Agent (or its
          successor) at which at any particular time its principal business shall be
          administered, which office is located at the date hereof at 3200 Cherry Creek
          Drive, Suite 430, Denver, Colorado 80209. 



     1.2.    
          “Exercise Date” shall mean the date on which the Warrant Agent shall
          have received both (a) the Warrant Certificate representing a Warrant, with the
          exercise form thereon duly executed by the Registered Holder thereof or its
          attorney duly authorized in writing, and (b) payment in case, or by official
          bank or certified check made payable to the Company, of an amount in lawful
          money of the United States of America equal to the applicable Purchase Price. 



     1.3.    
          “Initial Warrant Exercise Date” shall mean the date of issuance. 



     1.4.    
          “Purchase Price” shall mean the purchase price to be paid upon
          exercise of each Warrant in accordance with the terms hereof, which price shall
          be equal to $9.00 per common share subject to adjustment from time to time
          pursuant to the provisions of Section 8 hereof. 



     1.5.    
          “Registered Holder” shall mean the person in whose name any
          certificate representing Warrants shall be registered on the books maintained by
          the Warrant Agent pursuant to Section 6. 



     1.6.    
          “Transfer Agent” shall mean Corporate Stock Transfer, Inc., as the
          Company’s transfer agent, or its authorized successor, as such. 



     1.7.    
          “Warrant Expiration Date” shall mean 5:00 p.m., Denver, Colorado time,
          on July 18, 2010; provided that if such date shall in the State of Colorado be a
          holiday or a day on which banks are authorized to close, then 5:00 p.m., Denver,
          Colorado time, on the next following day which in the State of Colorado is not a
          holiday or a day on which banks are authorized to close. Upon notice to the
          Registered Holders, the Company shall have the right to extend the warrant
          expiration date of the Warrants. 











SECTION 2. WARRANTS AND ISSUANCE OF
WARRANT CERTIFICATES. 



     2.1.    
          A Warrant shall initially entitle the Registered Holder of the Warrant
          Certificate representing such Warrant to purchase one share of Common Stock upon
          the exercise thereof, in accordance with the terms hereof; subject to
          modification and adjustment as provided in Section 8. 



     2.2.    
          Upon execution of this Agreement, the Company shall furnish the Warrant Agent
          with a sufficient quantity of blank Warrant Certificates and from time to time
          will renew such supply upon the reasonable request of the Warrant Agent. Such
          blank Warrant Certificates shall be properly signed by the Company authorized by
          law and in accordance with the Company’s by-laws to sign such Warrant
          Certificates. Upon written order of the Company signed by its President and by
          another duly authorized officer, the Warrant Certificates shall be manually
          countersigned by the Warrant Agent and shall not be valid for any purpose unless
          so countersigned, issued and delivered by the Warrant Agent pursuant to this
          Agreement. 



     2.3.    
          From time to time, up to the Warrant Expiration Date, the Transfer Agent shall
          countersign and deliver stock certificates in required whole number
          denominations representing an aggregate of 1,666,666 shares of Common Stock,
          subject to adjustment as described herein, upon the exercise of the Warrants in
          accordance with this Agreement. 



     2.4.    
          From time to time, up to the applicable Warrant Expiration Date, the Warrant
          Agent shall countersign and deliver Warrant Certificates in required whole
          number denominations to the persons entitled thereto in connection with any
          transfer or exchange permitted under this Agreement; provided that no Warrant
          Certificates shall be issued except 



     (a)    
          those initially issued hereunder; 



     (b)    
          those issued on or after the Initial Warrant Exercise Date, upon the exercise of
          fewer than all Warrants represented by the respective Warrant Certificate, to
          evidence any unexercised Warrants held by the exercising Registered Holder; 



     (c)    
          those issued upon any transfer or exchange pursuant to Section 6; 



     (d)    
          those issued in replacement of lost, stolen, destroyed or mutilated Warrant
          Certificates pursuant to Section 7; and 



     (e)    
          at the option of the Company, in such form as may be approved by its Board of
          Directors, to reflect any adjustment or change in the Purchase Price, or the
          number of shares of Common Stock purchasable upon exercise of the Warrants. 



SECTION 3. FORM AND EXECUTION OF
WARRANT CERTIFICATES. 



     3.1.    
          The Warrant Certificates shall be substantially in the form annexed hereto as
          Exhibit A (the provisions of which are hereby incorporated herein) and may have
          such letters, numbers or other marks of identification or designation and such
          legends, summaries or endorsements printed, lithographed or engraved thereon as
          the Company may deem appropriate and as are not inconsistent with the provisions
          of this Agreement, or as may be required to comply with any law or with any rule
          or regulation made pursuant thereto or with any rule or regulation of any stock
          exchange on which the Warrants may be listed, or to conform to usage. The
          Warrant Certificates shall be dated the date of issuance thereof (whether upon
          initial issuance, transfer, exchange or in lieu of mutilated, lost, stolen or
          destroyed Warrant Certificates) and issued in registered form. Warrants shall be
          numbered serially with the letter W. 



     3.2.    
          Warrant Certificates shall be properly signed on behalf of the Company by
          officers of the Company authorized by law and in accordance with the
          Company’s by-laws to sign such Warrant Certificates. Warrant Certificates
          shall be manually countersigned by the Warrant Agent and shall not be valid for
          any purpose unless so countersigned. In case any officer of the Company who
          shall have signed any of the Warrant Certificates shall cease to be such officer
          of the Company before the date of issuance of the Warrant Certificates or before
          countersignature by the Warrant Agent, such Warrant Certificate may be issued
          and delivered with the same force and effect as though the person who signed
          such Warrant Certificates had not ceased to be such officer of the Company.
          After countersignature by the Warrant Agent, Warrant Certificates shall be
          delivered by the Warrant Agent to the Registered Holder without further action
          by the Company, except as otherwise provided by Section 4 hereof. 











SECTION 4. EXERCISE AND REDEMPTION 



     4.1.    
          Each Warrant may be exercised by the Registered Holder thereof at any time on or
          after the Initial Exercise Date, but not after the Warrant Expiration Date, upon
          the terms and subject to the conditions set forth herein and in the Warrant
          Certificate. A Warrant shall be deemed to have been exercised immediately prior
          to the close of business on the Exercise Date and the person entitled to receive
          the Common Stock deliverable upon such exercise shall be treated for all
          purposes as the holder upon exercise thereof as of the close of business on the
          Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant
          Agent shall deposit the proceeds received from the exercise of a Warrant and
          shall notify the Company in writing, by mail or by telecopy of the exercise of
          the Warrants. Promptly following, and in any event within three (3) days after
          the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of
          the Company, shall cause to be issued and delivered by the Transfer Agent, to
          the person or persons entitled to receive the same, a certificate or
          certificates for the securities deliverable upon such exercise, (plus a Warrant
          Certificate for any remaining unexercised Warrants of the Registered Holder)
          unless within 24 hours of the receipt of the notice, the Company shall instruct
          the Warrant Agent by telecopy to refrain from causing such issuance of Warrant
          Certificates pending clearance of checks received in payment of the Purchase
          Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance
          of the funds received, the Warrant Agent shall promptly remit the payment
          received for the Warrant to the Company or as the Company may direct in writing. 



     4.2.    
          The Company reserves the right to call the Warrants, at any time after July 18,
          2008 and prior to their exercise, with a notice of call in writing to the
          Registered Holders, giving 30 days’ notice of such call at any time after
          the Warrant becomes exercisable if the last sale price of the Common Stock has
          been at least $13.50 per share on each of 30 consecutive trading days prior to
          the date on which notice of such call is given. The call price of the Warrants
          is to be $.10 per Warrant. Any Warrant either not exercised, or tendered back to
          the Company by the end of the date specified in the notice of call, shall be
          canceled on the books of the Company and have no further value except for the
          $.10 call price. 



SECTION 5. RESERVATION OF SHARES;
LISTING; PAYMENT OF TAXES; ETC. 



     5.1.    
          The Company’s Articles of Incorporation authorize the issuance of
          30,000,000 shares of Common Stock. The Company covenants that it will at all
          times reserve and keep available out of its authorized Common Stock, solely for
          the purpose of issue upon exercise of Warrants, such number of shares of Common
          Stock as shall be issuable upon the exercise of all outstanding Warrants. The
          Company covenants that all shares of Common Stock which shall be issuable upon
          exercise of the Warrants shall, at the time of delivery, be duly and validly
          issued, fully paid, nonassessable and free from all taxes, liens and charges
          with respect to the issue thereof (other than those which the Company shall
          promptly pay or discharge). 



     5.2.    
          Warrants may not be exercised by, or shares of Common Stock issued to, any
          Registered Holder in any state in which such exercise would be unlawful. The
          Warrant Agent will not have any duty or responsibility for determining if the
          registration would be unlawful. 



     5.3.    
          The Company shall pay all documentary, stamp or similar taxes and other
          governmental charges that may be imposed with respect to the issuance of
          Warrants, or the issuance, or delivery of any shares upon exercise of the
          Warrants; provided, however, that if the shares of Common Stock are to be
          delivered in a name other than the name of the Registered Holder of the Warrant
          Certificate representing any Warrant being exercised, then no such delivery
          shall be made unless the person requesting the same has paid to the Warrant
          Agent the amount of transfer taxes or charges incident thereto, if any. 











     5.4.    
          The Warrant Agent is hereby irrevocably authorized to requisition the
          Company’s Transfer Agent from time to time for certificates representing
          shares of Common Stock required upon exercise of the Warrants, and the Company
          will authorize the Transfer Agent to comply with all such proper requisitions.
          The Company will file with the Warrant Agent a statement setting forth the name
          and address of the Transfer Agent of the Company for shares of Common Stock
          issuable upon exercise of the Warrants. 



SECTION 6. EXCHANGE AND REGISTRATION
OF TRANSFER. 



     6.1.    
          Warrant Certificates may be exchanged for other Warrant Certificates
          representing an equal aggregate number of Warrants of the same class or may be
          transferred in whole or in part. Warrant Certificates to be exchanged shall be
          surrendered to the Warrant Agent at the Corporate Office, and upon satisfaction
          of the terms and provisions hereof, the Company shall execute and the Warrant
          Agent shall countersign, issue and deliver in exchange therefore the Warrant
          Certificate or Certificates which the Registered Holder making the exchange
          shall be entitled to receive. 



     6.2.    
          The Warrant Agent shall keep at the Corporate Office books in which, subject to
          such reasonable regulations as it may prescribe, it shall register Warrant
          Certificates and the transfer thereof in accordance with its regular practice.
          Upon due presentment for registration or transfer of any Warrant Certificate at
          such office, the Company shall execute and the Warrant Agent shall issue and
          deliver to the transferee or transferees a new Warrant Certificate or
          Certificates representing an equal aggregate number of Warrants of the same
          class. 



     6.3.    
          With respect to all Warrant Certificates presented for registration or transfer,
          or for exchange or exercise, the Warrant Agent shall from time to time register
          the transfer, exchange or exercise of any outstanding Warrant Certificate upon
          records maintained by the Warrant Agent for such purpose upon surrender of such
          Warrant Certificate to the Warrant Agent, accompanied by appropriate instruments
          of transfer in form satisfactory to the Company and the Warrant Agent and duly
          executed by the Registered Holder or a duly authorized attorney. 



     6.4.    
          A service charge may be imposed by the Warrant Agent for registration or
          transfer or for exchange of Warrant Certificates. In addition, the Company may
          require payment by such holder of a sum sufficient to cover any tax or other
          governmental charge that may be imposed in connection therewith. 



     6.5.    
          All Warrant Certificates surrendered for exercise or for exchange in case of
          mutilated Warrant Certificates shall be promptly canceled by the Warrant Agent
          and thereafter retained by the Warrant Agent until termination of this Agreement
          or resignation as Warrant Agent, or, disposed of or destroyed, at the direction
          of the Company, within the retention guidelines prescribed by any Federal, State
          or banking regulatory authority. 



     6.6.    
          Prior to due presentment for registration or transfer thereof, the Company and
          the Warrant Agent may deem and treat the Registered Holder of any Warrant
          Certificate as the absolute owner thereof and of each Warrant represented
          thereby (notwithstanding any notations of ownership or writing thereon made by
          anyone other than a duly authorized officer of the Company or the Warrant Agent)
          for all purposes and shall not be affected by any notice to the contrary. 



SECTION 7. LOSS OR MUTILATION. 



     7.1.    
          Upon receipt by the Company and the Warrant Agent of evidence satisfactory to
          them of the ownership of and loss, theft, destruction or mutilation of any
          Warrant Certificate and (in case of loss, theft or destruction) of indemnity
          satisfactory to them, and (in the case of mutilation) upon surrender and
          cancellation thereof the Company shall execute and the Warrant Agent shall (in
          the absence of notice to the Company and/or Warrant Agent that the Warrant
          Certificate has been acquired by a bona fide purchaser) countersign and deliver
          to the Registered Holder in lieu thereof a new Warrant Certificate of like tenor
          representing an equal aggregate number of Warrants of that same class.
          Applicants for a substitute Warrant Certificate shall comply with such other
          reasonable regulations and pay such other reasonable charges as the Warrant
          Agent may prescribe. 



SECTION 8. ADJUSTMENT OF EXERCISE
PRICE AND NUMBER OF SHARES OF COMMON STOCK OR WARRANTS. 











     8.1.    
          The Company may elect, upon any adjustment of the Purchase Price hereunder, to
          adjust the number of Warrants of each or any class outstanding, in lieu of the
          adjustment in the number of shares of Common Stock purchasable upon the exercise
          of each Warrant as hereinabove provided, so that each Warrant outstanding after
          such adjustment shall represent the right to purchase one share of Common Stock.
          Each Warrant held of record prior to such adjustment of the number of Warrants
          of each or any class shall become that number of Warrants (calculated to the
          nearest tenth) determined by multiplying the number one by a fraction, the
          numerator of which shall be the Purchase Price in effect immediately prior to
          stock adjustment and the denominator of which shall be the Purchase Price in
          effect immediately after such adjustment. Upon each adjustment of the number of
          Warrants pursuant to this Section 8.1, the Company shall, as promptly as
          practicable, cause to be distributed to each Registered Holder of Warrant
          Certificates on the date of such adjustment Warrant Certificates evidencing,
          subject to Section 9 hereof, the number of additional Warrants of each class to
          which such Registered Holder shall be entitled as a result of such adjustment
          or, at the option of the Company, cause to be distributed to such Registered
          Holder in substitution and replacement for the Warrant Certificates held by it
          prior to the date of adjustment (and upon surrender thereof, if required by the
          Company) new Warrant Certificates evidencing the number of Warrants of each
          class to which such Registered Holder shall be entitled after such adjustment. 



     8.2.    
          In case of any reclassification, capital reorganization or other change of
          outstanding shares of Common Stock, or in case of any consolidation or merger of
          the Company with or into another corporation (other than a consolidation or
          merger in which the Company is the continuing corporation and which does not
          result in any reclassification, capital reorganization or other change of
          outstanding shares of Common Stock), or in case of any sale or conveyance to
          another corporation of the property of the Company as, or substantially as, an
          entirety (other than a sale/leaseback, mortgage or other financing transaction),
          the Company shall cause effective provision to be made so that each holder of a
          Warrant then outstanding shall have the right thereafter, by exercising such
          Warrant, to purchase the kind and number of shares of stock or other securities
          or property (including cash) receivable upon such reclassification, capital
          reorganization or other change, consolidation, merger, sale or conveyance by a
          holder of the number of shares of Common Stock that might have been purchased
          upon exercise of such Warrant immediately prior to such reclassification,
          capital reorganization or other change, consolidation, merger, sale or
          conveyance. Any such provision shall include provision for adjustments that
          shall be as nearly equivalent as may be practicable to the adjustments provided
          for in this Section 8.2. The foregoing provisions shall similarly apply to
          successive reclassifications, capital reorganizations and other changes of
          outstanding shares of Common Stock and to successive consolidations, mergers,
          sales or conveyances. 



     8.3.    
          After each adjustment of the Purchase Price pursuant to this Section 8, the
          Company will promptly prepare a certificate signed by the President and by the
          Secretary or an Assistant Secretary, of the Company setting forth: 



     (a)    
          the Purchase price as so adjusted, 



     (b)    
          the number of shares of Common Stock purchasable upon exercise of each Warrant
          after such adjustment, and, if the Company shall have elected to adjust the
          number of Warrants, the number of Warrants to which the Registered Holder of
          each Warrant shall then be entitled, and 



     (c)    
          a brief statement of facts accounting for such adjustment. The Company will
          promptly file such certificate with the Warrant Agent and cause a brief summary
          thereof to be sent by ordinary first class mail to each registered holder of
          Warrants at its last address as it shall appear on the registry books of the
          Warrant Agent. No failure to mail such notice nor any defect therein or in the
          mailing thereof shall affect the validity thereof except as to the Registered
          Holder to whom the Company failed to mail such notice, or except as to the
          Registered Holder whose notice was defective. The affidavit of an officer of the
          Warrant Agent or the Secretary or an Assistant Secretary of the Company that
          such notice has been mailed shall, in the absence of fraud, be prima facie
          evidence of the facts stated therein. 



     8.4.    
          As used in this Section 8, the term “Common Stock” shall mean and
          include the Company’s Common Stock authorized on the date of the original
          issue of the Warrants and shall also include any capital stock of any class of
          the Company thereafter authorized which shall not be limited to a fixed sum or
          percentage in respect of the rights of the holders thereof to participate in
          dividends and in the distribution of assets upon the voluntary liquidation,
          dissolution or winding up of the Company; provided, however, that the shares
          issuable upon exercise of the Warrants shall include only shares of such class
          designated in the Company’s Articles of Incorporation as Common Stock on
          the date of the original issue of the Warrants or (i), in the case of any
          reclassification, change, consolidation, merger, sale or conveyance of the
          character referred to in Section 8.2, hereof, the stock, securities or property
          provided for in such section or (ii), in the case of any reclassification or
          change in the outstanding shares of Common Stock issuable upon exercise of the
          Warrants as a result of a subdivision or combination or consisting of a change
          in par value, or from par value to no par value, or from no par value to par
          value, such shares of Common Stock as so reclassified or changed. 











     8.5.    
          Any determination as to whether an adjustment in the Purchase Price in effect
          hereunder is required pursuant to Section 8, or as to the amount of any such
          adjustment, if required, shall be binding upon the holders of the Warrants and
          the Company if made in good faith by the Board of Directors of the Company. 



     8.6.    
          The Warrant Agent assumes no responsibility for any determination under this
          Section and will act only in accordance with the written directions of the
          Company and its counsel. 



SECTION 9. FRACTIONAL WARRANTS AND
FRACTIONAL SHARES. 



     9.1.    
          If the number of shares of Common Stock purchasable upon the exercise of each
          Warrant is adjusted pursuant to Section 8 hereof, the Company shall nevertheless
          not be required to issue fractions of shares, upon exercise of the Warrants or
          otherwise, or to distribute certificates that evidence fractional shares. With
          respect to any fraction of a share called for upon any exercise hereof, the
          Company shall pay to the Holder an amount in cash equal to such fraction
          multiplied by the current market value of such fractional shares, determined as
          follows: 



     (a)    
          If the Common Stock is listed on a national securities exchange or admitted to
          unlisted trading privileges on such exchange or listed for trading on the Nasdaq
          Stock Market, the current value shall be the last reported sale price of the
          Common Stock on such exchange on the last business day prior to the date of
          exercise of this Warrant or if no such sale is made on such day, the average
          closing bid and asked prices for such day on such exchange; or 



     (b)    
          If the Common Stock is not listed or admitted to unlisted trading privileges,
          the current value shall be the mean of the last reported bid and asked prices
          reported by the National Quotation Bureau, Inc. on the last business day prior
          to the date of the exercise of this Warrant; or 



     (c)    
          If the Common Stock is not so listed or admitted to unlisted trading privileges
          and bid and asked prices are not so reported, the current value shall be an
          amount determined in such reasonable manner as may be prescribed by the Board of
          Directors of the Company. 



SECTION 10. WARRANT HOLDERS NOT
DEEMED STOCKHOLDERS. 



     10.1.    
          No Registered Holder shall, as such, be entitled to vote or to receive dividends
          or be deemed the holder of Common Stock that may at any time be issuable upon
          exercise of such Warrants for any purpose whatsoever, nor shall anything
          contained herein be construed to confer upon the Registered Holder, as such, any
          of the rights of a stockholder of the Company or any right to vote for the
          election of directors or upon any matter submitted to stockholders at any
          meeting thereof or to give or withhold consent to any corporate action (whether
          upon any recapitalization, issue or reclassification of stock, change of par
          value or change of stock to no par value, consolidation, merger or conveyance or
          otherwise), or to receive notice of meetings, or to receive dividends or
          subscription rights, until such Registered Holder shall have exercised such
          Warrants and been issued shares of Common Stock in accordance with the
          provisions hereof. 



SECTION 11. RIGHTS OF ACTION. 



     11.1.    
          All rights of action with respect to this Agreement are vested in the respective
          Registered Holders, and any Registered Holder, without consent of the Warrant
          Agent or of the holder of any other Warrant, may, in its own behalf and for its
          own benefit, enforce against the Company its right to exercise its Warrants for
          the purchase of shares of Common Stock in the manner provided in the Warrant
          Certificate and this Agreement. 



SECTION 12. AGREEMENT OF WARRANT
HOLDERS. 



     12.1.    
          Every Registered Holder, by its acceptance thereof, consents and agrees with the
          Company, the Warrant Agent and every other holder of a Warrant that: 











     (a)    
          The Warrants are transferable only on the registry books of the Warrant Agent by
          the Registered Holder thereof in person or by its attorney duly authorized in
          writing and only if the Warrant Certificates representing such Warrants are
          surrendered at the office of the Warrant Agent, duly endorsed or accompanied by
          a proper instrument of transfer satisfactory to the Warrant Agent and the
          Company in their sole discretion, together with payment of any applicable
          transfer taxes; and 



     (b)    
          The Company and the Warrant Agent may deem and treat the person in whose name
          the Warrant Certificate is registered as the holder and as the absolute, true
          and lawful owner of the Warrants represented thereby for all purposes, and
          neither the Company nor the Warrant Agent shall be affected by an notice of
          knowledge to the contrary, except as otherwise expressly provided in Section 6
          hereof. 



SECTION 13. CANCELLATION OF WARRANT
CERTIFICATES. 



     13.1.    
          If the Company shall purchase or acquire any Warrant or Warrants, the Warrant
          Certificate or Warrant Certificates evidencing the same shall thereupon be
          delivered to the Warrant Agent and canceled by it and retired. 



SECTION 14. CONCERNING THE WARRANT
AGENT. 



     14.1.    
          The Warrant Agent shall act hereunder as agent and in a ministerial capacity for
          the Company, and its duties shall be determined solely by the provisions hereof.
          The Warrant Agent shall not, by issuing and delivering Warrant Certificates or
          by any other act hereunder be deemed to make any representations as to the
          validity, value or authorization of the Warrant Certificates or the Warrants
          represented thereby or of any securities or other property delivered upon
          exercise of any Warrant or whether any stock issued upon exercise of any Warrant
          is fully paid and nonassessable. 



     14.2.    
          The Warrant Agent shall not at any time be under any duty or responsibility to
          any holder of Warrant Certificates to make or cause to be made any adjustment of
          the Purchase Price provided in this Agreement, or to determine whether any fact
          exists which may require any such adjustments, or with respect to the nature or
          extent of any such adjustment, when made, or with respect to the method employed
          in making the same. It shall not (i) be liable for any recital or statement of
          facts contained herein or for any action taken, suffered or omitted by it in
          reliance on any Warrant Certificate or other document or instrument believed by
          it in good faith to be genuine and to have been signed or presented by the
          proper party or parties, (ii) be responsible for any failure on the part of the
          Company to comply with any of its covenants and obligations contained in this
          Agreement or in any Warrant Certificate, or (iii) be liable for any act or
          omission in connection with this Agreement except for its own negligence or
          willful misconduct. 



     14.3.    
          The Warrant Agent may at any time consult with counsel satisfactory to it (who
          may be counsel for the Company) and shall incur no liability or responsibility
          for any action taken, suffered or omitted by it in good faith in accordance with
          the opinion or advice of such counsel. Any notice, statement, instruction,
          request, direction, order or demand of the Company shall be sufficiently
          evidenced by an instrument signed by the President, its Secretary, or Assistant
          Secretary (unless other evidence in respect thereof is herein specifically
          prescribed). The Warrant Agent shall not be liable for any action taken,
          suffered or omitted by it in accordance with such notice, statement,
          instruction, request, direction, order or demand believed by it to be genuine. 



     14.4.    
          The Company agrees to pay the Warrant Agent compensation for its services
          hereunder and to reimburse it for its expenses hereunder in accordance with the
          fees listed on Schedule I attached hereto; it further agrees to indemnify the
          Warrant Agent and save it harmless against any and all losses, expenses and
          liabilities, including judgments, costs and counsel fees, for anything done or
          omitted by the Warrant Agent in the execution of its duties and powers hereunder
          except losses, expenses and liabilities arising as a result of the Warrant
          Agent’s negligence or willful misconduct. 











     14.5.    
          The Warrant Agent may resign its duties and be discharged from all further
          duties and liabilities hereunder (except liabilities arising as a result of the
          Warrant Agent’s own negligence or willful misconduct), after giving 60
          days’ prior written notice to the Company. At least 30 days prior to the
          date such resignation is to become effective, the Warrant Agent shall cause a
          copy of such notice of resignation to be mailed to the Registered Holder of each
          Warrant Certificate at the Company’s expense. Upon such resignation, or any
          inability of the Warrant Agent to act as such hereunder, the Company shall
          appoint a new warrant agent in writing. If the Company shall fail to make such
          appointment within a period of 30 days after it has been notified in writing of
          such resignation by the resigning Warrant Agent, then the Registered Holder of
          any Warrant Certificate may apply to any court of competent jurisdiction for the
          appointment of a new warrant agent. Any new Warrant Agent, whether appointed by
          the Company or by such a court, shall be a bank or trust company having a
          capital and surplus, as shown by its last published report to its stockholders,
          of not less than $10,000,000 or a stock transfer company. After acceptance in
          writing of such appointment by the new warrant agent is received by the Company,
          such new warrant agent shall be vested with the same powers, rights, duties and
          responsibilities as if it had been originally named herein as the Warrant Agent,
          without any further assurance, conveyance, act or deed; but, if for any reason
          it shall be necessary or expedient to execute and deliver any further assurance,
          conveyance, act or deed, the same shall be done at the expense of the Company
          and shall be legally and validly executed and delivered by the resigning Warrant
          Agent. Not later than the effective date of any such appointment, the Company
          shall file notice thereof with the resigning Warrant Agent and shall forthwith
          cause a copy of such notice to be mailed to the Registered Holder of each
          Warrant Certificate. 



     14.6.    
          Any corporation into which the Warrant Agent or any new warrant agent may be
          converted or merged or any corporation resulting from any consolidation to which
          the Warrant Agent or any new warrant agent shall be a party or any corporation
          succeeding to the trust business of the Warrant Agent shall be a successor
          warrant agent under this Agreement without any further act, provided that such
          corporation is eligible for appointment as successor to the Warrant Agent under
          the provisions of the preceding paragraph. Any such successor warrant agent
          shall promptly cause notice of its succession as warrant agent to be mailed to
          the Company and to the Registered Holder of each Warrant Certificate. 



     14.7.    
          The Warrant Agent, its subsidiaries and affiliates, and any of its or their
          officers or directors, may buy and hold or sell Warrants or other securities of
          the Company and otherwise deal with the Company in the same manner and to the
          same extent and with like effects as though it were not Warrant Agent. Nothing
          herein shall preclude the Warrant Agent from acting in any other capacity for
          the Company or for any other legal entity. 



SECTION 15. MODIFICATION OF
AGREEMENT. 



     15.1.    
          The Warrant Agent and the Company may by supplemental agreement make any changes
          or corrections in this Agreement (i) that they shall deem it appropriate to cure
          any ambiguity or to correct any defective or inconsistent provision or manifest
          mistake or error herein contained; or (ii) that they may deem necessary or
          desirable and which shall not adversely affect the interests of the Registered
          Holders; provided, however, that this Agreement shall not otherwise be modified,
          supplemented or altered in any respect except with the consent in writing of the
          Registered Holders representing not less than two-thirds of the Warrants, other
          than such changes as are specifically prescribed by this Agreement as originally
          executed. 



SECTION 16. NOTICES. 



     16.1.    
          All notices, requests, consents and other communications hereunder shall be in
          writing and shall be deemed to have been made when delivered or mailed first
          class registered or certified mail, postage prepaid as follows: if to the
          Registered Holder of a Warrant Certificate, at the address of such holder as
          shown on the registry books maintained by the Warrant Agent; if to the Company,
          at 10855 Dover Street, Suite 1100, Westminster, CO 80021, Attention: President,
          or at such other address as may have been furnished to the Warrant Agent in
          writing by the Company; if to the Warrant Agent, at the Corporate Office. 



SECTION 17. GOVERNING LAW. 



     17.1.    
          This Agreement shall be governed by and construed in accordance with the laws of
          the State of Colorado, without reference to principles of conflicts of law. 



SECTION 18. BINDING EFFECT. 



     18.1.    
          This Agreement shall be binding upon and inure to the benefit of the Company
          and, the Warrant Agent and their respective successors and assigns, and the
          Registered Holders of the Warrant Certificates. Nothing in this Agreement is
          intended or shall be construed to confer upon any other person any right, remedy
          or claim, in equity or at law, or to impose upon any other person any duty,
          liability or obligation. 











SECTION 19. TERMINATION. 



     19.1.    
          This Agreement shall terminate at the close of business on the Warrant
          Expiration Date or such earlier date upon which all Warrants have been
          exercised, except that the obligation of the Warrant Agent to account to the
          Company for cash held by it and the provisions of Section 13 hereof shall
          survive such termination. 



SECTION 20. COUNTERPARTS. 



     20.1.    
          This Agreement may be executed in several counterparts, which taken together
          shall constitute a single document. 





[Remainder of page
intentionally left blank.]  

























        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 


























		
	SECURITY WITH ADVANCED TECHNOLOGY, INC.







By: /s/ Gregory Pusey

         Gregory Pusey

         Chairman of the Board







CORPORATE STOCK TRANSFER, INC.







By: 

         Name: 

         Title: 
	


























(SEE REVERSE LEGEND) 



(THIS WARRANT WILL BE
VOID IF NOT EXERCISED PRIOR      
                                TO 5:00 P.M. DENVER
TIME, JULY 18, 2010) 










			
	Number
	SECURITY WITH ADVANCED TECHNOLOGY, INC.   

(F/K/A A4S SECURITY, INC.)
	Warrants _________








WARRANT 



CUSIP 001069111 



        THIS
CERTIFIES THAT, for value received, ________________________ is the registered holder of a
Warrant or Warrants expiring July 18, 2010 (the “Warrant”) to purchase one fully
paid and non-assessable share of Common Stock, no par value per share
(“Shares”), of Security With Advanced Technology, Inc., a Colorado corporation
(F/K/A A4S Security, Inc.) (the “Company”), for each one Warrant evidenced by
this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the
Company, commencing on the date the Warrant is separated from the Unit of which it is a
part, such number of Shares of the Company at the price of $9.00 per share, upon surrender
of this Warrant Certificate and payment of the Warrant Price at the office or agency of
the Warrant Agent, Corporate Stock Transfer, Inc. (such payment to be made by check made
payable to the Warrant Agent), but only subject to the conditions set forth herein and in
the Warrant Agreement between the Company and Corporate Stock Transfer, Inc. The Warrant
Agreement provides that upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject
to certain conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at the time the
Warrant is exercised. 



        No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a
Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant,
the Company shall, upon such exercise, round up to the nearest whole number the number of
Shares to be issued to such holder. 



        Upon
any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or his assignee a new
Warrant Certificate covering the number of Shares for which the Warrant has not been
exercised. 



        Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be
exchanged in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants. 



        Upon
due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the
transferee in exchange for this Warrant Certificate, subject to the limitations provided
in the Warrant Agreement, without charge except for any applicable tax or other
governmental charge. 



        The
Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any
distribution to the registered holder, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. 



        This
Warrant does not entitle the registered holder to any of the rights of a Stockholder of
the Company until exercised. 



        The
Company reserves the right to call the Warrant, at any time after July 18, 2008 and prior
to its exercise, with a notice of call in writing to the Warrantholders of Record, giving
30 days’ notice of such call at any time after the Warrant becomes exercisable if the
last sale price of the Shares has been at least $13.50 per share on each of 30 consecutive
trading days prior to the date on which notice of such call is given. The call price of
the Warrants is to be $.10 per Warrant. Any Warrant either not exercised, or tendered back
to the Company by the end of the date specified in the notice of call, shall be canceled
on the books of the Company and have no further value except for the $.10 call price. 




Countersigned: 







			
	CORPORATE STOCK TRANSFER, INC.

          (Denver, Colorado)

                     as Warrant Agent, 

                                       

                                       

                                       

                                       



By:

                                       

                                       

                                       

                                       

                    Authorized Officer
	



 SECURITY WITH   

    ADVANCED

  TECHNOLOGY,

 INC. CORPORATE

      SEAL





                 

                 

    COLORADO

       X

                 
	



By:













______________________       ____________________   

SIGNATURE TO COME        
       SIGNATURE TO COME





             Secretary
                         
                        President
















SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants





The undersigned Registered Holder
irrevocably elects to exercise Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants, and
requests that Certificates for such shares shall be issued in the name of 






(PLEASE TYPE OR PRINT
NAME AND ADDRESS) 

















(SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER) 



and be delivered to 







(PLEASE PRINT OR TYPE
NAME AND ADDRESS) 






and, if such number of Warrants shall
not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant
Certificate for the balance of such Warrants be registered in the name of, and delivered
to, the Registered Holder at the address stated below: 














		
	Dated:  ________________
	___________________________________  

(SIGNATURE)



___________________________________  

(ADDRESS)



___________________________________  

(TAX IDENTIFICATION NUMBER)









ASSIGNMENT 
To Be Executed by the Registered Holder in Order to Assign Warrants





For Value Received,
_____________________________________ hereby sell, assign, and transfer unto 








(PLEASE TYPE OR PRINT
NAME AND ADDRESS) 






















(SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER) 



and be delivered to 








(PLEASE PRINT OR TYPE
NAME AND ADDRESS) 






____________________________________of
the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute
and appoint ____________________________________ Attorney to
transfer this Warrant Certificate on the books of the Company, with full power of
substitution in the premises. 











		
	Dated:  ________________
	_________________________

(SIGNATURE)








THE SIGNATURE TO THE ASSIGNMENT OF
THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM
OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE/ARCAEX OR
CHICAGO STOCK EXCHANGE.