Exhibit 10.17 



REGISTRATION RIGHTS
AGREEMENT 



        This
Registration Rights Agreement (this “AGREEMENT”) is made and entered into as of
April 9, 2007, by and among Security With Advanced Technology, Inc., a Colorado
corporation (the “COMPANY”), and the investors signatory hereto (each a
“INVESTOR” and collectively, the “INVESTORS”). 



        This
Agreement is made pursuant to the Securities Purchase Agreement between the Company and
each Investor of even date herewith (the “PURCHASE AGREEMENT”). 



        The
Company and the Investors hereby agree as follows: 



         1.       
          Definitions. Capitalized terms used and not otherwise defined herein that
          are defined in the Purchase Agreement will have the meanings given such terms in
          the Purchase Agreement. As used in this Agreement, the following terms have the
          respective meanings set forth in this Section 1: 



“ADVICE” has the meaning
set forth in Section 6(d). 



“CLOSING DATE” means the date
of the closing date of the Purchase Agreement. 



“COMMISSION” means the
Securities and Exchange Commission. 



“EFFECTIVE DATE” means the
date that the Registration Statement filed pursuant to Section 2(a) or 2(b) is first
declared effective by the Commission. 



“EFFECTIVENESS PERIOD” has
the meaning set forth in Section 2(a). 



“EXCHANGE ACT” means the
Securities Exchange Act of 1934, as amended. 



“FILING DATE” means (a)
with respect to the SWATW Warrants, as soon as practicable following the Closing Date;
provided, however, that such Registration Statement will include the SWATW Warrants issued
to certain of the Investors, among others, in the Company’s September 2006 private
placement, (b) with respect to the additional Registration Statement required to be filed
under Section 2(a) (except the Registration Statement required for the SWATW Warrants),
the 90th day following the Shareholder Approval Date, and (c) with respect to any
additional Registration Statements that may be required pursuant to Section 2(b), the 45th
day following (x) if such Registration Statement is required because the Commission shall
have notified the Company in writing that certain Registrable Securities were not eligible
for inclusion on a previously filed Registration Statement, the date or time on which the
Commission shall indicate as being the first date or time that such Registrable Securities
may then be included in a Registration Statement, or (y) if such Registration Statement is
required for a reason other than as described in (x) above, the date on which the Company
first knows, or reasonably should have known, that such additional Registration
Statement(s) is required. 



“HOLDER” or
“HOLDERS” means the holder or holders, as the case may be, from time to time of
Registrable Securities. 



“INDEMNIFIED PARTY” has the
meaning set forth in Section 5(c). 



“INDEMNIFYING PARTY” has
the meaning set forth in Section 5(c). 












“LOSSES” has the meaning set
forth in Section 5(a). 



“NOTES” means the
Convertible Promissory Notes of even date herewith issued to the Investors pursuant to the
Purchase Agreement. 



“PREFERRED STOCK” means the
Series A Convertible Preferred Stock of the Company into which the Notes are convertible
pursuant to the terms of the Purchase Agreement and the Notes. 



“PROCEEDING” means an
action, claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened. “PROSPECTUS” means the prospectus included in a Registration
Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement
in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all
other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in
such Prospectus. 



“REGISTRABLE SECURITIES”
means (without regard to any limitations on beneficial ownership contained in the Warrants
or in the Preferred Stock into which the Notes are convertible): (i) the Warrant Shares,
(ii) the Underlying Shares, (iii) the SWATW Warrants (unless such Warrants are replaced
pursuant to the terms of the Side Agreement between the Company and the Investors of even
date herewith, in which case such replacement warrants shall not constitute Registrable
Securities) and (iv) any securities issued or issuable upon any stock split, dividend or
other distribution, recapitalization or similar event, or any conversion price adjustment
with respect to any of the securities referenced in (i), (ii) or (iii) above or other
securities issued or issuable to each Holder or its transferee or designee (x) upon
exercise of the Warrants, or (y) upon any distribution with respect to, any exchange for
or any replacement of such Warrants, Warrant Shares or Underlying Shares or (z) upon any
conversion, exercise or exchange of any securities issued in connection with any such
distribution, exchange or replacement; 



“REGISTRATION STATEMENT”
means the registration statements required to be filed in accordance with Section 2(a) and
any additional registration statement(s) required to be filed under Section 2(b),
including (in each case) the Prospectus, amendments and supplements to such registration
statements or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference or deemed to be incorporated by
reference therein. 



“RULE 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule. 



“RULE 415” means Rule 415
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule. 



“RULE 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule. 



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“SECURITIES ACT” means the
Securities Act of 1933, as amended. 



“SHAREHOLDER APPROVAL DATE”
means the date on which the Company’s stockholders approve the conversion of the
Notes to Preferred Stock pursuant to Section 8.1 of the Notes. 



“SWATW WARRANTS” means the
SWATW Warrants issued to the Investors on the date hereof pursuant to the Purchase
Agreement. 



“UNDERLYING SHARES” means
the shares of Common Stock into which the Preferred Stock is convertible. 



“WARRANTS” means the Common
Stock purchase warrants issued or issuable to the Investors pursuant to the Purchase
Agreement. 



“WARRANT SHARES” means the
shares of Common Stock issued or issuable upon exercise of the Warrants. 



         2.       
          Registration. 



         (a)       
          On or prior to each Filing Date, the Company shall prepare and file with the
          Commission a Registration Statement covering the resale of the Registrable
          Securities required to be included therein and not already covered by an
          existing and effective Registration Statement, for an offering to be made on a
          continuous basis pursuant to Rule 415, on Form S-3 (or on such other form
          appropriate for such purpose). Such Registration Statement shall contain (except
          if otherwise required pursuant to written comments received from the Commission
          upon a review of such Registration Statement) the “Plan of
          Distribution” attached hereto as Annex A. The Company shall cause
          such Registration Statement to be declared effective under the Securities Act as
          soon as possible (including filing with the Commission a request for
          acceleration of effectiveness in accordance with Rule 461 promulgated under the
          Securities Act within five (5) Business Days of the date that the Company is
          notified (orally or in writing, whichever is earlier) by the Commission that a
          Registration Statement will not be “reviewed,” or not be subject to
          further review) but, in any event, no later than its Effectiveness Date, and
          shall use its reasonable best efforts to keep the Registration Statement
          continuously effective under the Securities Act until the date which is the
          earlier of (i) eight years after its Effective Date, (ii) such time as all of
          the Registrable Securities covered by such Registration Statement have been
          publicly sold by the Holders, or (iii) such time as all of the Registrable
          Securities covered by such Registration Statement may be sold by the Holders
          pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to
          a written opinion letter to such effect, addressed and acceptable to the
          Company’s transfer agent and the affected Holders (the "EFFECTIVENESS PERIOD").





         (b)       
          If for any reason the Commission does not permit all of the Registrable
          Securities to be included in the Registration Statement filed pursuant to
          Section 2(a), or for any other reason any outstanding Registrable Securities are
          not then covered by an effective Registration Statement, then the Company shall
          prepare and file by the Filing Date for such Registration Statement, an
          additional Registration Statement covering the resale of all Registrable
          Securities not already covered by an existing and effective Registration
          Statement for an offering to be made on a continuous basis pursuant to Rule 415,
          on Form S-3 (or on such other form appropriate for such purpose). Each such
          Registration Statement shall contain (except if otherwise required pursuant to
          written comments received from the Commission upon a review of such Registration
          Statement) the “Plan of Distribution” attached hereto as Annex
          A. The Company shall cause each such Registration Statement to be declared
          effective under the Securities Act as soon as possible (including filing with
          the Commission a request for acceleration of effectiveness in accordance with
          Rule 461 promulgated under the Securities Act within five (5) Business Days of
          the date that the Company is notified (orally or in writing, whichever is
          earlier) by the Commission that a Registration Statement will not be
          “reviewed,” or not be subject to further review) but, in any event, by
          its Effectiveness Date, and shall use its reasonable best efforts to keep such
          Registration Statement continuously effective under the Securities Act during
          the entire Effectiveness Period. 



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         (c)       
          If (i) a Registration Statement is not filed on or prior to its Filing Date or
          (ii) with respect to a Registration Statement required to be filed pursuant to
          Sections 2(a) or 2(b), the Effective Date of the Registration Statement is later
          than 180 days after the Shareholder Approval Date (such failure or breach being
          referred to as an “EVENT” and the date on which such Event occurs,
          being referred to as the “EVENT DATE”), then in addition to any other
          rights the Holders may have hereunder or under applicable law, the Company shall
          pay to the Holders, as liquidated damages and not as a penalty, a fee (payable
          in cash) equal to the product of (w) 2%, multiplied by (x) the number of months,
          or portion thereof that the Filing Date or the Effective Date is delayed (but
          not to exceed five months), multiplied by (y) the number of Warrant Shares or
          Underlying Shares subject to such Registration Statement, and multiplied by (z)
          $3.00; provided, however, that notwithstanding anything to the contrary
          contained in this Section 2(c), liquidated damages shall not be
          payable by the Company in the event the SEC does not declare the applicable
          Registration Statement effective within 180 days after
          the Shareholder Approval Date and the basis for the SEC’s refusal to
          declare such Registration Statement effective is limitations imposed by Rule
          415, in which event the Company shall use its reasonable best efforts to
          register as many shares of such Registrable Securities as is practicable in as
          short a period of time as is practicable; and, provided further, that the
          Investors acknowledge and agree that the Company may be required by the SEC
          under Rule 415 to file multiple Registration Statements over an extended period
          of time in order to register the resale of all Registrable Securities and
          may in fact never be able to fully register such securities for re-sale. In no
          event will the aggregate fee payable by the Company under this Section 2(c)
          exceed 10% of the principal amount of the Notes held by the Holders. 



         (e)       
          Each Holder agrees to furnish to the Company a completed Questionnaire in the
          form attached to this Agreement as Annex B (a “SELLING HOLDER
          QUESTIONNAIRE”). The Company shall not be required to include the
          Registrable Securities of a Holder in a Registration Statement and shall not be
          required to pay any damages under Section 2(c) to any Holder who fails to
          furnish to the Company a fully completed Selling Holder Questionnaire at least
          two Trading days prior to the Filing Date (subject to the requirements set forth
          in Section 3(a)). 



         (f)       
          For purposes of the obligations of the Company under this Agreement, no
          Registration Statement shall be considered “effective” with respect to
          any Registrable Securities unless such Registration Statement lists the Holders
          of such Registrable Securities as “Selling Stockholders” and includes
          such other information as is required to be disclosed with respect to such
          Holders to permit them to sell their Registrable Securities pursuant to such
          Registration Statement. Such Registration Statement also shall cover, to the
          extent allowable under the Securities Act and the Rules promulgated thereunder
          (including Securities Act Rule 416), such indeterminate number of additional
          shares of Common Stock resulting from stock splits, stock dividends or similar
          transactions with respect to the Registrable Securities. 



         3.       
          Registration Procedures. In connection with the Company’s
          registration obligations hereunder, the Company shall: 



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         (a)       
          Not less than four Trading days prior to the filing of the Registration
          Statement or any related Prospectus or any amendment or supplement thereto, the
          Company shall furnish to each Holder copies of the “Selling
          Stockholders” section of such document, the “Plan of
          Distribution” and any risk factor contained in such document that addresses
          specifically this transaction or the Selling Stockholders, as proposed to be
          filed which documents will be subject to the review of such Holder. The Company
          shall not file a Registration Statement, any Prospectus or any amendments or
          supplements thereto in which the “Selling Stockholder” section thereof
          differs from the disclosure received from a Holder in its Selling Holder
          Questionnaire (as amended or supplemented). 



         (b)       
          Prepare and file with the Commission such amendments, including post-effective
          amendments, to each Registration Statement and the Prospectus used in connection
          therewith as may be necessary to keep such Registration Statement continuously
          effective as to the applicable Registrable Securities for its Effectiveness
          Period and prepare and file with the Commission such additional Registration
          Statements in order to register for resale under the Securities Act all of the
          Registrable Securities; (ii) cause the related Prospectus to be amended or
          supplemented by any required Prospectus supplement, and as so supplemented or
          amended to be filed pursuant to Rule 424; (iii) respond as promptly as
          reasonably possible to any comments received from the Commission with respect to
          each Registration Statement or any amendment thereto and, as promptly as
          reasonably possible provide the Holders true and complete copies of all
          correspondence from and to the Commission relating to such Registration
          Statement that would not result in the disclosure to the Holders of material and
          non-public information concerning the Company; and (iv) comply in all material
          respects with the provisions of the Securities Act and the Exchange Act with
          respect to the Registration Statements and the disposition of all Registrable
          Securities covered by each Registration Statement. 



         (c)       
          Notify the Holders as promptly as reasonably possible (and, in the case of
          (i)(A) below, not less than three Trading days prior to such filing) and (if
          requested by any such Person) confirm such notice in writing no later than one
          Trading day following the day (i)(A) when a Prospectus or any Prospectus
          supplement or post-effective amendment to a Registration Statement is proposed
          to be filed; (B) when the Commission notifies the Company whether there will be
          a “review” of such Registration Statement and whenever the Commission
          comments in writing on such Registration Statement (the Company shall provide
          true and complete copies thereof and all written responses thereto to each of
          the Holders that pertain to the Holders as a Selling Stockholder or to the Plan
          of Distribution, but not information which the Company believes would constitute
          material and non-public information); and (C) with respect to each Registration
          Statement or any post-effective amendment, when the same has become effective;
          (ii) of any request by the Commission or any other federal or state governmental
          authority for amendments or supplements to a Registration Statement or
          Prospectus or for additional information; (iii) of the issuance by the
          Commission of any stop order suspending the effectiveness of a Registration
          Statement covering any or all of the Registrable Securities or the initiation of
          any Proceedings for that purpose; (iv) of the receipt by the Company of any
          notification with respect to the suspension of the qualification or exemption
          from qualification of any of the Registrable Securities for sale in any
          jurisdiction, or the initiation or threatening of any Proceeding for such
          purpose; and (v) of the occurrence of any event or passage of time that makes
          the financial statements included in a Registration Statement ineligible for
          inclusion therein or any statement made in such Registration Statement or
          Prospectus or any document incorporated or deemed to be incorporated therein by
          reference untrue in any material respect or that requires any revisions to such
          Registration Statement, Prospectus or other documents so that, in the case of
          such Registration Statement or the Prospectus, as the case may be, it will not
          contain any untrue statement of a material fact or omit to state any material
          fact required to be stated therein or necessary to make the statements therein,
          in light of the circumstances under which they were made, not misleading. 



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         (d)       
          Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain
          the withdrawal of (i) any order suspending the effectiveness of a Registration
          Statement, or (ii) any suspension of the qualification (or exemption from
          qualification) of any of the Registrable Securities for sale in any
          jurisdiction, at the earliest practicable moment. 



         (e)       
          Furnish to each Holder, without charge, at least one conformed copy of each
          Registration Statement and each amendment thereto and all exhibits to the extent
          requested by such Person (including those previously furnished) promptly after
          the filing of such documents with the Commission. 



         (f)       
          Promptly deliver to each Holder, without charge, as many copies of each
          Prospectus or Prospectuses (including each form of prospectus) and each
          amendment or supplement thereto as such Persons may reasonably request. The
          Company hereby consents to the use of such Prospectus and each amendment or
          supplement thereto by each of the selling Holders in connection with the
          offering and sale of the Registrable Securities covered by such Prospectus and
          any amendment or supplement thereto. 



         (g)       
          Prior to any public offering of Registrable Securities, to register or qualify
          or cooperate with the selling Holders in connection with the registration or
          qualification (or exemption from such registration or qualification) of such
          Registrable Securities for offer and sale under the securities or Blue Sky laws
          of all jurisdictions within the United States, to keep each such registration or
          qualification (or exemption therefrom) effective during the Effectiveness Period
          and to do any and all other acts or things necessary or advisable to enable the
          disposition in such jurisdictions of the Registrable Securities covered by the
          Registration Statements. 



         (h)       
          Cooperate with the Holders to facilitate the timely preparation and delivery of
          certificates representing Registrable Securities to be delivered to a transferee
          pursuant to the Registration Statements, which certificates shall be free, to
          the extent permitted by the Subscription Agreement, of all restrictive legends,
          and to enable such Registrable Securities to be in such denominations and
          registered in such names as any such Holders may request. 



         (i)       
          Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as
          reasonably possible, prepare a supplement or amendment, including a
          post-effective amendment, to the affected Registration Statements or a
          supplement to the related Prospectus or any document incorporated or deemed to
          be incorporated therein by reference, and file any other required document so
          that, as thereafter delivered, no Registration Statement nor any Prospectus will
          contain an untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements therein, in
          light of the circumstances under which they were made, not misleading. 



         (j)       
          If requested by any Holder of Registrable Securities, (i) promptly incorporate
          in a Prospectus supplement or post-effective amendment to the Registration
          Statement such information as the Company reasonably agrees should be included
          therein and (ii) make all required filings of such Prospectus supplement or such
          post-effective amendment as soon as practicable after the Company has received
          notification of the matters to be incorporated in such Prospectus supplement or
          post-effective amendment. 



         (k)       
          Cause all Registrable Securities relating to such Registration Statement to be
          listed on the Nasdaq Stock Market and any other United States securities
          exchange, quotation system, market or over-the-counter bulletin board, if any,
          on which similar securities issued by the Company are then listed. 



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         4.       
          Registration Expenses. All fees and expenses incident to the performance
          of or compliance with this Agreement by the Company shall be borne by the
          Company whether or not any Registrable Securities are sold pursuant to a
          Registration Statement. The fees and expenses referred to in the foregoing
          sentence shall include, without limitation, (i) all registration and filing fees
          (including, without limitation, fees and expenses (A) with respect to filings
          required to be made with any Trading Market on which the Common Stock is then
          listed for trading, and (B) in compliance with applicable state securities or
          Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
          of printing certificates for Registrable Securities and of printing prospectuses
          if the printing of prospectuses is reasonably requested by the holders of a
          majority of the Registrable Securities included in the Registration Statement),
          (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
          counsel for the Company, (v) Securities Act liability insurance, if the Company
          so desires such insurance, and (vi) fees and expenses of all other Persons
          retained by the Company in connection with the consummation of the transactions
          contemplated by this Agreement. In addition, the Company shall be responsible
          for all of its internal expenses incurred in connection with the consummation of
          the transactions contemplated by this Agreement (including, without limitation,
          all salaries and expenses of its officers and employees performing legal or
          accounting duties), the expense of any annual audit and the fees and expenses
          incurred in connection with the listing of the Registrable Securities on any
          securities exchange as required hereunder. The Company shall not be required to
          pay any out-of-pocket expenses incurred by the Holders of Registrable
          Securities. 



         5.       
          Indemnification. 



         (a)       
          Indemnification by the Company. The Company shall, notwithstanding any
          termination of this Agreement, indemnify and hold harmless each Holder, the
          officers, directors, agents, investment advisors, partners, members and
          employees of each of them, each Person who controls any such Holder (within the
          meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
          and the officers, directors, agents and employees of each such controlling
          Person, to the fullest extent permitted by applicable law, from and against any
          and all losses, claims, damages, liabilities, costs (including, without
          limitation, reasonable costs of preparation and reasonable attorneys’ fees)
          and expenses (collectively, “LOSSES”), as incurred, arising out of or
          relating to any untrue or alleged untrue statement of a material fact contained
          or incorporated by reference in any Registration Statement, any Prospectus or
          any form of prospectus or in any amendment or supplement thereto or in any
          preliminary prospectus, or arising out of or relating to any omission or alleged
          omission of a material fact required to be stated therein or necessary to make
          the statements therein (in the case of any Prospectus or form of prospectus or
          supplement thereto, in light of the circumstances under which they were made)
          not misleading, except to the extent, but only to the extent, that (1) such
          untrue statements or omissions are based solely upon information regarding such
          Holder furnished in writing to the Company by such Holder expressly for use
          therein, or to the extent that such information relates to such Holder or such
          Holder’s proposed method of distribution of Registrable Securities and was
          reviewed and expressly approved in writing by such Holder expressly for use in
          the Registration Statement, such Prospectus or such form of Prospectus or in any
          amendment or supplement thereto (it being understood that the Holder has
          approved Annex A hereto for this purpose) or (2) in the case of an
          occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by
          such Holder of an outdated or defective Prospectus after the Company has
          notified such Holder in writing that the Prospectus is outdated or defective and
          prior to the receipt by such Holder of an Advice or an amended or supplemented
          Prospectus, but only if and to the extent that following the receipt of the
          Advice or the amended or supplemented Prospectus the misstatement or omission
          giving rise to such Loss would have been corrected. The Company shall notify the
          Holders promptly of the institution, threat or assertion of any Proceeding of
          which the Company is aware in connection with the transactions contemplated by
          this Agreement. Such indemnity shall remain in full force and effect regardless
          of any investigation made by or on behalf of an Indemnified Party (as defined in
          Section 5(c) to this Agreement) and shall survive the transfer of the
          Registrable Securities by the Holders. 



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         (b)       
          Indemnification by Holders. Each Holder shall, severally and not jointly,
          indemnify and hold harmless the Company, its directors, officers, agents and
          employees, each Person who controls the Company (within the meaning of Section
          15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
          officers, agents or employees of such controlling Persons, to the fullest extent
          permitted by applicable law, from and against all Losses, as incurred, arising
          solely out of or based solely upon: (x) such Holder’s failure to comply
          with the prospectus delivery requirements of the Securities Act or (y) any
          untrue statement of a material fact contained in any Registration Statement, any
          Prospectus, or any form of prospectus, or in any amendment or supplement
          thereto, or arising solely out of or based solely upon any omission of a
          material fact required to be stated therein or necessary to make the statements
          therein not misleading to the extent, but only to the extent that, (1) such
          untrue statements or omissions are based solely upon information regarding such
          Holder furnished in writing to the Company by such Holder expressly for use
          therein, or to the extent that such information relates to such Holder or such
          Holder’s proposed method of distribution of Registrable Securities and was
          reviewed and expressly approved in writing by such Holder expressly for use in
          the Registration Statement (it being understood that the Holder has approved
          Annex A hereto for this purpose), such Prospectus or such form of
          Prospectus or in any amendment or supplement thereto or (2) in the case of an
          occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by
          such Holder of an outdated or defective Prospectus after the Company has
          notified such Holder in writing that the Prospectus is outdated or defective and
          prior to the receipt by such Holder of an Advice or an amended or supplemented
          Prospectus, but only if and to the extent that following the receipt of the
          Advice or the amended or supplemented Prospectus the misstatement or omission
          giving rise to such Loss would have been corrected. In no event shall the
          liability of any selling Holder hereunder be greater in amount than the dollar
          amount of the net proceeds received by such Holder upon the sale of the
          Registrable Securities giving rise to such indemnification obligation. 



         (c)       
          Conduct of Indemnification Proceedings. If any Proceeding shall be
          brought or asserted against any Person entitled to indemnity hereunder (an
          “INDEMNIFIED PARTY”), such Indemnified Party shall promptly notify the
          Person from whom indemnity is sought (the “INDEMNIFYING PARTY”) in
          writing, and the Indemnifying Party shall assume the defense thereof, including
          the employment of counsel reasonably satisfactory to the Indemnified Party and
          the payment of all fees and expenses incurred in connection with defense
          thereof; provided, that the failure of any Indemnified Party to give such notice
          shall not relieve the Indemnifying Party of its obligations or liabilities
          pursuant to this Agreement, except (and only) to the extent that it shall be
          finally determined by a court of competent jurisdiction (which determination is
          not subject to appeal or further review) that such failure shall have
          proximately and materially adversely prejudiced the Indemnifying Party. 



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        An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to
any such Proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel
that a conflict of interest is likely to exist if the same counsel were to represent such
Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to
assume the defense thereof and such counsel shall be at the expense of the Indemnifying
Party). The Indemnifying Party shall not be liable for any settlement of any such
Proceeding effected without its written consent, which consent shall not be unreasonably
withheld. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party (which consent shall not be unreasonably withheld), effect any
settlement of any pending Proceeding in respect of which any Indemnified Party is a party,
unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding and does not impose
any monetary or other obligation or restriction on the Indemnified Party. 



        All
fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in
a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten Trading days of written notice thereof to the Indemnifying Party
(regardless of whether it is ultimately determined that an Indemnified Party is not
entitled to indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to the extent
it is finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder). 



         (d)       
          Contribution. If a claim for indemnification under Section 5(a) or 5(b)
          is unavailable to an Indemnified Party (by reason of public policy or
          otherwise), then each Indemnifying Party, in lieu of indemnifying such
          Indemnified Party, shall contribute to the amount paid or payable by such
          Indemnified Party as a result of such Losses, in such proportion as is
          appropriate to reflect the relative fault of the Indemnifying Party and
          Indemnified Party in connection with the actions, statements or omissions that
          resulted in such Losses as well as any other relevant equitable considerations.
          The relative fault of such Indemnifying Party and Indemnified Party shall be
          determined by reference to, among other things, whether any action in question,
          including any untrue or alleged untrue statement of a material fact or omission
          or alleged omission of a material fact, has been taken or made by, or relates to
          information supplied by, such Indemnifying Party or Indemnified Party, and the
          parties’ relative intent, knowledge, access to information and opportunity
          to correct or prevent such action, statement or omission. The amount paid or
          payable by a party as a result of any Losses shall be deemed to include, subject
          to the limitations set forth in Section 5(c), any reasonable attorneys’ or
          other reasonable fees or expenses incurred by such party in connection with any
          Proceeding to the extent such party would have been indemnified for such fees or
          expenses if the indemnification provided for in this Section was available to
          such party in accordance with its terms. 



        The
parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess of the
amount by which the proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any damages that
such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 



-9- 











        The
indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties. 



         6.       
          Miscellaneous. 



         (a)       
          Remedies. In the event of a breach by the Company or by a Holder, of any
          of their obligations under this Agreement, each Holder or the Company, as the
          case may be, in addition to being entitled to exercise all rights granted by law
          and under this Agreement, including recovery of damages, will be entitled to
          specific performance of its rights under this Agreement. The Company and each
          Holder agree that monetary damages would not provide adequate compensation for
          any losses incurred by reason of a breach by it of any of the provisions of this
          Agreement and hereby further agrees that, in the event of any action for
          specific performance in respect of such breach, it shall waive the defense that
          a remedy at law would be adequate. 



         (b)       
          No Piggyback on Registrations. Neither the Company nor any of its
          security holders (other than the Holders in such capacity pursuant hereto) may
          include securities of the Company in a Registration Statement other than the
          Registrable Securities. 



         (c)       
          Compliance. Each Holder covenants and agrees that it will comply with the
          prospectus delivery requirements of the Securities Act as applicable to it in
          connection with sales of Registrable Securities pursuant to the Registration
          Statement. 



         (d)       
          Discontinued Disposition. Each Holder agrees by its acquisition of such
          Registrable Securities that, upon receipt of a notice from the Company of the
          occurrence of any event of the kind described in Section 3(c), such Holder will
          forthwith discontinue disposition of such Registrable Securities under the
          Registration Statement until such Holder’s receipt of the copies of the
          supplemented Prospectus and/or amended Registration Statement or until it is
          advised in writing (the “ADVICE”) by the Company that the use of the
          applicable Prospectus may be resumed, and, in either case, has received copies
          of any additional or supplemental filings that are incorporated or deemed to be
          incorporated by reference in such Prospectus or Registration Statement. The
          Company may provide appropriate stop orders to enforce the provisions of this
          paragraph. 



         (e)       
          Piggy-Back Registrations. If at any time during the Effectiveness Period
          there is not an effective Registration Statement covering all of the Registrable
          Securities and the Company shall determine to prepare and file with the
          Commission a registration statement relating to an offering for its own account
          or the account of others under the Securities Act of any of its equity
          securities, other than on Form S-4 or Form S-8 (each as promulgated under the
          Securities Act) or their then equivalents relating to equity securities to be
          issued solely in connection with any acquisition of any entity or business or
          equity securities issuable in connection with stock option or other employee
          benefit plans, then the Company shall send to each Holder written notice of such
          determination and, if within fifteen days after receipt of such notice, any such
          Holder shall so request in writing, the Company shall include in such
          registration statement all or any part of such Registrable Securities such
          holder requests to be registered, subject to customary underwriter cutbacks
          applicable to all holders of registration rights. 



         (f)       
          Amendments and Waivers. The provisions of this Agreement, including the
          provisions of this Section 6(f), may not be amended, modified or supplemented,
          and waivers or consents to departures from the provisions hereof may not be
          given, unless the same shall be in writing and signed by the Company and the
          Holders of no less than a majority in interest of the then outstanding
          Registrable Securities. Notwithstanding the foregoing, a waiver or consent to
          depart from the provisions hereof with respect to a matter that relates
          exclusively to the rights of certain Holders and that does not directly or
          indirectly affect the rights of other Holders may be given by Holders of at
          least a majority of the Registrable Securities to which such waiver or consent
          relates. 



-10- 











         (g)       
          Notices. Any and all notices or other communications or deliveries
          required or permitted to be provided hereunder shall be in writing and shall be
          deemed given and effective on the earliest of (a) the date of transmission, if
          such notice or communication is delivered via facsimile (provided the sender
          receives a machine-generated confirmation of successful transmission) at the
          facsimile number specified in this Section prior to 6:30 p.m. (New York City
          time) on a Trading day, (b) the next Trading day after the date of transmission,
          if such notice or communication is delivered via facsimile at the facsimile
          number specified in this Section on a day that is not a Trading day or later
          than 6:30 p.m. (New York City time) on any Trading day, (c) the Trading day
          following the date of mailing, if sent by U.S. nationally recognized overnight
          courier service, or (d) upon actual receipt by the party to whom such notice is
          required to be given. The address for such notices and communications shall be
          as follows: 





















		
		If to the Company:

Security With Advanced Technology, Inc.

10855 Dover Street, Suite 100

Westminster, CO 80021

Attention: Chief Financial Officer

Facsimile No.: (303) 722-4011



If to an Investor:

To the address set forth under such Investor's name on the

signature pages hereto.










        If
to any other Person who is then the registered Holder: 



        To
the address of such Holder as it appears in the stock transfer books of the Company or
such other address as may be designated in writing hereafter, in the same manner, by such
Person.  





         (h)       
          Successors and Assigns. This Agreement shall inure to the benefit of and
          be binding upon the successors and permitted assigns of each of the parties and
          shall inure to the benefit of each Holder and its successors and valid assigns.
          The Company may not assign its rights or obligations hereunder without the prior
          written consent of each Holder. 



         (i)       
          Execution and Counterparts. This Agreement may be executed in any number
          of counterparts, each of which when so executed shall be deemed to be an
          original and, all of which taken together shall constitute one and the same
          Agreement. In the event that any signature is delivered by facsimile
          transmission, such signature shall create a valid binding obligation of the
          party executing (or on whose behalf such signature is executed) the same with
          the same force and effect as if such facsimile signature were the original
          thereof. 



-11- 











         (j)       
          Governing Law. All questions concerning the construction, validity,
          enforcement and interpretation of this Agreement shall be governed by and
          construed and enforced in accordance with the internal laws of the State of
          Colorado, without regard to the principles of conflicts of law thereof. Each
          party agrees that all Proceedings concerning the interpretations, enforcement
          and defense of the transactions contemplated by this Agreement (whether brought
          against a party hereto or its respective Affiliates, employees or agents) will
          be commenced in the district court for Denver County, Colorado. Each party
          hereto hereby irrevocably submits to the exclusive jurisdiction of the Colorado
          courts for the adjudication of any dispute hereunder or in connection herewith
          or with any transaction contemplated hereby or discussed herein, and hereby
          irrevocably waives, and agrees not to assert in any Proceeding, any claim that
          it is not personally subject to the jurisdiction of any Colorado court, or that
          such Proceeding has been commenced in an improper or inconvenient forum. Each
          party hereto hereby irrevocably waives personal service of process and consents
          to process being served in any such Proceeding by mailing a copy thereof via
          registered or certified mail or overnight delivery (with evidence of delivery)
          to such party at the address in effect for notices to it under this Agreement
          and agrees that such service shall constitute good and sufficient service of
          process and notice thereof. Nothing contained herein shall be deemed to limit in
          any way any right to serve process in any manner permitted by law. Each party
          hereto hereby irrevocably waives, to the fullest extent permitted by applicable
          law, any and all right to trial by jury in any Proceeding arising out of or
          relating to this Agreement or the transactions contemplated hereby. If either
          party shall commence a Proceeding to enforce any provisions of this Agreement,
          then the prevailing party in such Proceeding shall be reimbursed by the other
          party for its attorney’s fees and other costs and expenses incurred with
          the investigation, preparation and prosecution of such Proceeding. 



         (k)       
          Cumulative Remedies. The remedies provided herein are cumulative and not
          exclusive of any remedies provided by law. 



         (l)       
          Severability. If any term, provision, covenant or restriction of this
          Agreement is held by a court of competent jurisdiction to be invalid, illegal,
          void or unenforceable, the remainder of the terms, provisions, covenants and
          restrictions set forth herein shall remain in full force and effect and shall in
          no way be affected, impaired or invalidated, and the parties hereto shall use
          their reasonable efforts to find and employ an alternative means to achieve the
          same or substantially the same result as that contemplated by such term,
          provision, covenant or restriction. It is hereby stipulated and declared to be
          the intention of the parties that they would have executed the remaining terms,
          provisions, covenants and restrictions without including any of such that may be
          hereafter declared invalid, illegal, void or unenforceable. 



         (m)       
          Headings. The headings in this Agreement are for convenience of reference
          only and shall not limit or otherwise affect the meaning hereof. 



         (n)       
          Independent Nature of Investors’ Obligations and Rights. The
          obligations of each Investor under this Agreement are several and not joint with
          the obligations of each other Investor, and no Investor shall be responsible in
          any way for the performance of the obligations of any other Investor under this
          Agreement. Nothing contained herein or in any Transaction Document, and no
          action taken by any Investor pursuant thereto, shall be deemed to constitute the
          Investors as a partnership, an association, a joint venture or any other kind of
          entity, or create a presumption that the Investors are in any way acting in
          concert or as a group with respect to such obligations or the transactions
          contemplated by this Agreement or any other Transaction Document. Each Investor
          acknowledges that no other Investor will be acting as agent of such Investor in
          enforcing its rights under this Agreement. Each Investor shall be entitled to
          independently protect and enforce its rights, including without limitation the
          rights arising out of this Agreement, and it shall not be necessary for any
          other Investor to be joined as an additional party in any Proceeding for such
          purpose. The Company acknowledges that each of the Investors has been provided
          with the same Registration Rights Agreement for the purpose of closing a
          transaction with multiple Investors and not because it was required or requested
          to do so by any Investor. 



-12- 











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













		
		SECURITY WITH ADVANCED TECHNOLOGY, INC.



By:                                     

Name:  Jeffrey G. McGonegal

Title:   Chief Financial Officer










[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK
SIGNATURE PAGES OF INVESTORS TO FOLLOW] 















-13- 











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



Name:  



__________________________________________

                                                 (Print name) 



By: __________________________________________

                                                                 (Signature) 



Title: __________________________________________ 



ADDRESS FOR NOTICE 
c/o:  
















-14- 











Name: 




__________________________________________

                                                 (Print name) 



By: __________________________________________

                                                                 (Signature) 



Title: __________________________________________ 



ADDRESS FOR NOTICE 
c/o: 


















-15- 











Name: 




__________________________________________

                                                 (Print name) 



By: __________________________________________

                                                                 (Signature) 



Title: __________________________________________ 



ADDRESS FOR NOTICE 
c/o:  
















-16- 













Annex A 



Plan of Distribution 



The Selling Stockholders and any of
their pledgees, donees, transferees, assignees and successors-in-interest may, from time
to time, sell any or all of their shares of Common Stock on any stock exchange, market or
trading facility on which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of
the following methods when selling shares: 



	 	•  	ordinary
brokerage transactions and transactions in which the broker-dealer solicits Investors; 






	 	•  	block
trades in which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the transaction;  






	 	•  	purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; 






	 	•  	an
exchange distribution in accordance with the rules of the applicable exchange; 






	 	•  	privately
negotiated transactions; 






	 	•  	to
cover short sales made after the date that this Registration Statement is declared
effective by the          Commission; 






	 	•  	broker-dealers
may agree with the Selling Stockholders to sell a specified number of such shares at a
         stipulated price per share; 






	 	•  	a
combination of any such methods of sale; and 






	 	•  	any
other method permitted pursuant to applicable law. 






The Selling Stockholders may also
sell shares under Rule 144 under the Securities Act, if available, rather than under this
prospectus. 



Broker-dealers engaged by the Selling
Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers
may receive commissions or discounts from the Selling Stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to
be negotiated. The Selling Stockholders do not expect these commissions and discounts to
exceed what is customary in the types of transactions involved. 



The Selling Stockholders may from
time to time pledge or grant a security interest in some or all of the shares owned by
them and, if they default in the performance of their secured obligations, the pledgees or
secured parties may offer and sell shares of Common Stock from time to time under this
prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus. upon the Company being notified in writing by a
Selling Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of Common Stock through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under
the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at
which such the shares of Common Stock were sold, (iv)the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus, and (vi) other facts material to the
transaction. In addition, upon the Company being notified in writing by a Selling
Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock,
a supplement to this prospectus will be filed if then required in accordance with
applicable securities law. 



-17- 












The Selling Stockholders also may
transfer the shares of Common Stock in other circumstances, in which case the transferees,
pledgees or other successors in interest will be the selling beneficial owners for
purposes of this prospectus. 



The Selling Stockholders and any
broker-dealers or agents that are involved in selling the shares may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, that can be attributed to the sale of Securities will be
paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has
represented and warranted to the Company that it acquired the securities subject to this
registration statement in the ordinary course of such Selling Stockholder’s business
and, at the time of its purchase of such securities such Selling Stockholder had no
agreements or understandings, directly or indirectly, with any person to distribute any
such securities. 



The Company has advised each Selling
Stockholder that it may not use shares registered on this Registration Statement to cover
short sales of Common Stock made prior to the date on which this Registration Statement
shall have been declared effective by the Commission. If a Selling Stockholder uses this
prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery
requirements of the Securities Act. The Selling Stockholders will be responsible to comply
with the applicable provisions of the Securities Act and Exchange Act, and the rules and
regulations thereunder promulgated, including, without limitation, Regulation M, as
applicable to such Selling Stockholders in connection with resales of their respective
shares under this Registration Statement. 



The Company is required to pay all
fees and expenses incident to the Company’s registration of the shares, but the
Company will not receive any proceeds from the sale of the Common Stock. The Company has
agreed to indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act. 











-18- 











Annex B 



Shareholder
Questionnaire 



(See attached) 

























-19-