Exhibit 10.8 





EMPLOYMENT AGREEMENT 



        THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 31, 2006,
by Security With Advanced Technology, Inc., a Colorado corporation (the “Employer”),
and Scott G. Sutton, an individual who is a resident of Broomfield, Colorado (the
“Executive”). 



RECITALS 



        WHEREAS,
 the Employer wishes to employ Executive upon
the terms and conditions set forth in this Agreement; and  





        WHEREAS, the
Employee wishes to be employed upon the terms and conditions set forth herein.  





AGREEMENT 



        The
parties, intending to be legally bound, agree as follows: 



1.     DEFINITIONS  



        For the
purposes of this Agreement, the following terms have the meanings specified or referred to
in this Section 1. 



        “Agreement”
means this Employment Agreement, as amended, restated or otherwise modified from time to
time. 



        “Basic
Compensation” means Salary and Benefits. 





        “Benefits” is
defined in Section 3.3.  





        “Board
of Directors” means the board of directors of the Employer. 



        “Change
in Control” means (a) the acquisition, directly or indirectly, by any person or
group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of
the beneficial ownership of more than 50% of the outstanding securities of the Employer;
(b) a merger or consolidation in which the Employer is not the surviving entity, except
for a transaction the principal purpose of which is to change the state in which the
Employer is incorporated; (c) sale, transfer or other disposition of all or substantially
all of the assets of the Employer; (d) a complete liquidation or dissolution of the
Employer; or (e) any reverse merger in which the Employer is the surviving entity but in
which securities possessing more than 50% of the total combined voting power of the
Employer’s outstanding securities are transferred to a person or persons different
from the person’s holding those securities immediately prior to such merger. 



        “Confidential
Information” means any and all: 



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        (a)       
          trade secrets concerning the business and affairs of the Employer, product
          specifications, data, know-how, formulae, compositions, processes, designs,
          sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
          current, and planned research and development, current and planned manufacturing
          or distribution methods and processes, customer lists, current and anticipated
          customer requirements, price lists, market studies, business plans, computer
          software and programs (including object code and source code), computer software
          and database technologies, systems, structures, and architectures (and related
          formulae, compositions, processes, improvements, devices, know-how, inventions,
          discoveries, concepts, ideas, designs, methods and information), and any other
          information, however documented, that is a trade secret within the meaning of
          the Colorado Uniform Trade Secrets Act, as in effect as of the date hereof and
          as amended from time to time. 



         
        (b)       
          information concerning the business and affairs of the Employer (which includes
          historical financial statements, financial projections and budgets, historical
          and projected sales, capital spending budgets and plans, the names and
          backgrounds of key personnel and personnel training and techniques and
          materials), however documented; and 



         
        (c)       
          notes, analysis, compilations, studies, summaries, and other material prepared
          by or for the Employer containing or based, in whole or in part, on any
          information included in the foregoing. 



        “disability”
is defined in Section 6.2. 



        “Effective
Date” means the date stated in the first paragraph of this Agreement. 



        “Employee
Invention” means any idea, invention, technique, modification, process, or
improvement (whether patentable or not), any industrial design (whether registrable or
not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or
programmed in a semiconductor product (whether recordable or not), and any work of
authorship (whether or not copyright protection may be obtained for it) created,
conceived, or developed by the Executive, either solely or in conjunction with others,
during the Employment Period, or a period that includes a portion of the Employment
Period, that relates in any way to, or is useful in any manner in the business then being
conducted or proposed to be conducted by the Employer, and any such item created by the
Executive, either solely or in conjunction with others, following termination of the
Executive’s employment with the Employer, that is based upon or uses Confidential
Information. 



        “Employment
Period” means the term of the Executive’s employment under this Agreement. 



        “Fiscal
Year” means the Employer’s fiscal year, as it exists on the Effective Date,
which on the Effective Date is the calendar year. 



        “for
cause” is defined in Section 6.3. 



        “for good
reason” is defined in Section 6.4. 



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        “person”
means any individual, corporation (including any non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust, association,
organization, or governmental body. 



        “Post-Employment
Period” is defined in Section 8.2. 



        “Proprietary
Items” is defined in Section 7.2(a)(iv). 



        “Salary”is
defined in Section 3.1.  





2.    EMPLOYMENT
TERMS AND DUTIES 



    
  2.1        Employment.
The Employer hereby employs the Executive, and the Executive hereby accepts employment by
the Employer, upon the terms and conditions set forth in this Agreement.  



    
  2.2        Basic
Term. Subject to the provisions of Section 6, the basic term of the
Executive’s employment under this Agreement will begin on the Effective Date and end
two years and one day from the Effective Date.  



      2.3        Duties.
The Executive will have such duties as are assigned or delegated to the Executive by the
Board of Directors, and will initially serve as President of the Employer. The Executive
will devote all of his business time, attention, skill, and energy to the business of the
Employer, will use his best efforts to promote the success of the Employer’s
business, and will cooperate fully with the Board of Directors in the advancement of the
best interests of the Employer. Nothing in this Section 2.3, however, will prevent
the Executive from engaging in additional activities in connection with personal
investments and community affairs that are not inconsistent with the Executive’s
duties under this Agreement. In addition, provided that Executive obtains the advance
written consent of the Board of Directors, Executive may serve on the board of directors
of other companies, with any current board positions of the Executive, being accepted as
of the date of this Agreement. If the Executive is elected as a director of the Employer
or as a director or officer of any of its affiliates, the Executive will fulfill his
duties as such director or officer without additional compensation.  



3.     COMPENSATION  



       3.1        Salary.
The Executive will be paid an annual salary of $140,000, subject to adjustment as
provided below (the “Salary”), which will be payable in equal periodic
installments according to the Employer’s customary payroll practices, but no less
frequently than monthly. The Salary may be reviewed by the Board of Directors, and may be
adjusted upward, but not downward in the sole discretion of the Board of Directors.  



       3.2        Bonus.
The Board of Directors will create a bonus plan for executive officers, which shall
include the Executive. The terms, objectives and amounts of the bonus plan will be
determined by the Board of Directors.  



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       3.3        Benefits.
The Executive will, during the Employment Period, be permitted to participate in such
hospitalization, major medical, and other employee benefit plans of the Employer that may
be in effect from time to time, to the extent the Executive is eligible under the terms
of those plans (collectively, the “Benefits”).  



4.     FACILITIES
AND EXPENSES.  



        The
Employer will furnish the Executive office space, equipment, supplies, and such other
facilities and personnel, as the Employer deems necessary or appropriate for the
performance of the Executive’s duties under this Agreement. The Employer will pay
the Executive’s dues in such professional societies and organizations as the Board
of Directors deems appropriate, and will pay on behalf of the Executive (or reimburse the
Executive for) reasonable expenses incurred by the Executive at the request of, or on
behalf of, the Employer in the performance of the Executive’s duties pursuant to
this Agreement, and in accordance with the Employer’s employment policies, including
reasonable expenses incurred by the Executive in attending conventions, seminars, and
other business meetings, in appropriate business entertainment activities, and for
promotional expenses. The Executive must file expense reports with respect to such
expenses in accordance with the Employer’s policies. All expenses shall be
reimbursed within 30 days of submission of appropriate expense reports.  




5.     VACATIONS
AND HOLIDAYS  



        The
Executive will be entitled to four weeks’ paid vacation each Fiscal Year in
accordance with the vacation policies of the Employer in effect for its executive officers
from time to time. Such policies may include provisions for carryover of unused vacation
as well as requirements to secure advance approval for carryover of unused vacation hours.
The Executive will also be entitled to the paid holidays set forth in the Employer’s
policies. If the Executive is unable to perform his duties for physical or mental reasons,
then Employer shall provide Executive with his Basic Compensation until Executive’s
employment is terminated due to the disability of the Executive. 



6.     TERMINATION  



    
    6.1        Events
of Termination. The Employment Period, the Executive’s Basic Compensation, and
any and all other rights of the Executive under this Agreement or otherwise as an
employee of the Employer will terminate (except as otherwise provided in this Section 6):  



    
            (a)                 upon
the death of the Executive;  



         
            (b)       
          upon the disability of the Executive (as defined in Section 6.2)
          immediately upon notice from either party to the other; 



         
            (c)        
          for cause (as defined in Section 6.3), as determined by the Board of
          Directors immediately upon notice from the Employer to the Executive, or at such
          later time as such notice may specify; 



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            (d)       
          for good reason (as defined in Section 6.4) upon not less than 30
          days’ prior notice from the Executive to the Employer, which notice
          specifies the Executive’s intent to terminate this Agreement and the
          factual basis for such termination, it being understood that if the Employer can
          cure the problem giving rise to such termination within such 30-day period, the
          termination will not occur; or 



         
            (e)       
          upon notice by the Board of Directors. 



    6.2        Definition
of “Disability.” For purposes of Section 6, the Executive will
be deemed to have a “disability” if, for physical or mental reasons, the
Executive is unable to perform the Executive’s duties under this Agreement for 90
consecutive days, or 120 days during any 12-month period, as determined in accordance
with this Section 6.2. The disability of the Executive will be determined by a
medical doctor selected by written agreement of the Employer and the Executive upon the
request of either party by notice to the other. If the Employer and the Executive cannot
agree on the selection of a medical doctor, each of them will select a medical doctor and
the two medical doctors will select a third medical doctor who will determine whether the
Executive has a disability. The determination of the medical doctor selected under this
Section 6.2 will be binding on both parties. The Executive must submit to a
reasonable number of examinations by the medical doctor making the determination of
disability under this Section 6.2, and the Executive hereby authorizes the
disclosure and release to the Employer of such determination and all supporting medical
records. If the Executive is not legally competent, the Executive’s legal guardian
or duly authorized attorney-in-fact will act in the Executive’s stead, under this Section
6.2, for the purposes of submitting the Executive to the examinations, and providing
the authorization of disclosure, required under this Section 6.2.  



    6.3        Definition
of “For Cause.” For purposes of Section 6, the phrase “for
cause” means: (a) the Executive’s material breach of this Agreement; (b) the
Executive’s willful failure to adhere to any written Employer policy if the
Executive has been given a reasonable opportunity to comply with such policy or cure his
failure to comply (which reasonable opportunity must be granted during the 10-day period
preceding termination of this Agreement); (c) the appropriation (or attempted
appropriation) of a material business opportunity of the Employer, including attempting
to secure or securing any personal profit in connection with any transaction entered into
on behalf of the Employer; (d) the misappropriation (or attempted misappropriation) of
any of the Employer’s funds or property; or (e) the conviction of, the indictment
for (or its procedural equivalent), or the entering of a guilty plea or plea of no
contest with respect to, a felony.  



    6.4        Definition
of “For Good Reason.” For purposes of Section 6, the phrase
“for good reason” means: (a) the Employer’s material breach of this
Agreement; or (b) a material reduction in Executive’s position, duties and
responsibilities from those described in Section 2.3 of this Agreement.  



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    6.5        Termination
Pay. Effective upon the termination of this Agreement during the term specified in
Section 2.2, the Employer will be obligated to pay the Executive (or, in the event of his
death, his designated beneficiary as defined below) only such compensation as is provided
in this Section 6.5, and in lieu of all other amounts and in settlement and
complete release of all claims the Executive may have against the Employer (as set forth
in a valid release of the Employer and its agents and affiliates signed by the
Executive). For purposes of this Section 6.5, the Executive’s designated
beneficiary will be such individual beneficiary or trust, located at such address, as the
Executive may designate by notice to the Employer from time to time or, if the Executive
fails to give notice to the Employer of such a beneficiary, the Executive’s estate.
Notwithstanding the preceding sentence, the Employer will have no duty, in any
circumstances, to attempt to open an estate on behalf of the Executive, to determine
whether any beneficiary designated by the Executive is alive or to ascertain the address
of any such beneficiary, to determine the existence of any trust, to determine whether
any person or entity purporting to act as the Executive’s personal representative
(or the trustee of a trust established by the Executive) is duly authorized to act in
that capacity, or to locate or attempt to locate any beneficiary, personal
representative, or trustee.  



         
        (a)       
Termination by the Executive for Good Reason.
If the Executive terminates this Agreement for good reason, the Employer will pay the Executive the
Executive’s Salary in periodic installments according to the Employer’s customary payroll practices until six
months after the date such termination is effective. In addition, if the Executive terminates this Agreement for
good reason, an amount equal to 66.67% of the Executive's pro rata portion
(which portion shall include, for purposes of this Agreement, Sandy Sutton's pro rata portion) of the unearned Earn-Out (as defined
in the Plan of Merger dated as of September 3, 2006, by and among the Employer, Vizer Merger Sub, Inc., Vizer
Group, Inc., Avurt International, Inc., the Executive, Sandy Sutton and Michael Cox (the "Plan of Merger"))
shall be deemed earned in full and be payable in equal monthly installments over the number of full months
remaining in the Earn-Out Period (as defined in the Plan of Merger). The unearned portion of the Earn-Out shall
be determined by the following formula: (i) $2,000,000; less (ii) all amounts previously earned (whether paid or
payable) under the Earn-Out. Except as specifically set forth in this Section 6.5(a), the amount payable under
this Section 6.5(a) shall be paid in accordance with the terms of the Plan of Merger. 







         
        (b)       
          Termination by the Employer for Cause. If the Employer terminates this
          Agreement for cause, the Executive will be entitled to receive his Salary only
          through the date such termination is effective. 



         
        (c)       
          Termination upon Disability. If this Agreement is terminated by either
          party as a result of the Executive’s disability, as determined under
          Section 6.2, the Employer will pay the Executive the Executive’s
          Salary in periodic installments according to the Employer’s customary
          payroll practices until six months after the date such termination is effective. 



         
        (d)       
          Termination upon Death. If this Agreement is terminated because of the
          Executive’s death, the Executive will be entitled to receive the
          Executive’s Salary in periodic installments according to the
          Employer’s customary payroll practices until six months after the date such
          termination is effective. 



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        (e)       
          Termination Upon Notice by the Board of Directors. If the Board of
          Directors provides notice of termination of this Agreement which is not for
          cause, then the Employer will pay the Executive the Executive’s Salary in
          periodic installments according to the Employer’s customary payroll
          practices until six months after the date such termination is effective. In
          addition, if the Board of Directors provides notice of termination of this
          Agreement which is not for cause, an amount equal to 66.67% of the
          Executive’s pro rata portion (which portion shall include, for purposes of this Agreement, Sandy Sutton's pro rata portion)
  of the unearned Earn-Out
          (as defined in the Plan of Merger) shall be deemed earned in full and be payable
          in equal monthly installments over the number of full months remaining in the
          Earn-Out Period (as defined in the Plan of Merger).  The unearned portion
          of the Earn-Out shall be determined by the following formula: (i) $2,000,000;
          less (ii) all amounts previously earned (whether paid or payable) under the
          Earn-Out.  Except as specifically set forth in this Section
          6.5(e), the amount payable under this Section 6.5(e) shall be paid in
          accordance with the terms of the Plan of Merger. 



         
        (f)       
          Benefits. The Executive’s accrual of, or participation in plans
          providing for, the Benefits will cease at the effective date of the termination
          of this Agreement, and the Executive will be entitled to accrued Benefits
          pursuant to such plans only as provided in such plans; provided, that, if this
          Agreement is terminated pursuant to Sections 6.1 (a), (c) or
          (e), then the Executive will be entitled to continue to receive his
          Benefits until six months after the date such termination is effective. The
          Executive will receive, as part of his termination pay pursuant to this
          Section 6, compensation for any accrued but unused vacation pay on the date
          the notice of termination is given under this Agreement. 



    
        (g)           Termination
After Change in Control. Notwithstanding the foregoing, if           the Executive’s
employment is terminated pursuant to Section 6.1(d) or           6.1(e) at any time
within 90 days following a Change in Control, then the           Employer will pay the
Executive his salary in periodic installments according to           the Employer’s
customary payroll practices until 12 months after the date           such termination is
effective and Executive shall be entitled to receive           Benefits during the same
twelve month period.  



7.     NON-DISCLOSURE
COVENANT; EMPLOYEE INVENTIONS  



    7.1        Acknowledgments
by the Executive. The Executive acknowledges that (a) during the Employment Period
and as a part of his employment, the Executive will be afforded access to Confidential
Information; (b) public disclosure of such Confidential Information could have an adverse
effect on the Employer and its business; (c) because the Executive possesses substantial
technical expertise and skill with respect to the Employer’s business, the Employer
desires to obtain exclusive ownership of each Employee Invention, and the Employer will
be at a substantial competitive disadvantage if it fails to acquire exclusive ownership
of each Employee Invention; and (d) the provisions of this Section 7 are
reasonable and necessary to prevent the improper use or disclosure of Confidential
Information and to provide the Employer with exclusive ownership of all Employee
Inventions.  



    7.2        Agreements
of the Executive. In consideration of the compensation and benefits to be paid or
provided to the Executive by the Employer under this Agreement, the Executive covenants
as follows:  



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        (a)        Confidentiality.
 



          		    
        (i)       
               During and following the Employment Period, the Executive will hold in
               confidence the Confidential Information and will not disclose it to any person
               except with the specific prior written consent of the Employer or except as
               otherwise expressly permitted by the terms of this Agreement. 



               



          		
            (ii)       
               Any trade secrets of the Employer will be entitled to all of the protections and
               benefits under the Colorado Uniform Trade Secrets Act, as in effect on the date
               hereof, and as amended from time to time, and any other applicable law. If any
               information that the Employer deems to be a trade secret is found by a court of
               competent jurisdiction not to be a trade secret for purposes of this Agreement,
               such information will, nevertheless, be considered Confidential Information for
               purposes of this Agreement. The Executive hereby waives any requirement that the
               Employer submit proof of the economic value of any trade secret or post a bond
               or other security. 



               



          		
            (iii)       
               None of the foregoing obligations and restrictions applies to any part of the
               Confidential Information that the Executive demonstrates was or became generally
               available to the public other than as a result of a disclosure by the Executive. 



               



          		
            (iv)       
               The Executive will not remove from the Employer’s premises (except to the
               extent such removal is for purposes of the performance of the Executive’s
               duties at home or while traveling, or except as otherwise specifically
               authorized by the Employer) any document, record, notebook, plan, model,
               component, device, or computer software or code, whether embodied in a disk or
               in any other form (collectively, the “Proprietary Items”). The
               Executive recognizes that, as between the Employer and the Executive, all of the
               Proprietary Items, whether or not developed by the Executive, are the exclusive
               property of the Employer. Upon termination of this Agreement by either party, or
               upon the request of the Employer during the Employment Period, the Executive
               will return to the Employer all of the Proprietary Items in the Executive’s
               possession or subject to the Executive’s control, and the Executive shall
               not retain any copies, abstracts, sketches, or other physical embodiment of any
               of the Proprietary Items. 



               



         
        (b)       
          Employee Inventions. Until this Agreement is terminated, each Employee
          Invention will belong exclusively to the Employer. The Executive acknowledges
          that the Executive’s writing, works of authorship, and other Employee
          Inventions are works made for hire and the property of the Employer, including
          any copyrights, patents, or other intellectual property rights pertaining
          thereto. The Executive covenants that he will promptly: 



          		
            (i)       
               disclose to the Employer in writing any Employee Invention; 



               



          		
            (ii)       
               assign to the Employer or to a party designated by the Employer, at the
               Employer’s request and without additional compensation, all of the
               Executive’s right to the Employee Invention for the United States and all
               foreign jurisdictions; 



               



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        (iii)       
               execute and deliver to the Employer such applications, assignments, and other
               documents as the Employer may request in order to apply for and obtain patents
               or other registrations with respect to any Employee Invention in the United
               States and any foreign jurisdictions; 



               



          		    
        (iv)       
               sign all other papers necessary to carry out the above obligations; and 



               



          		    
        (v)       
               give testimony and render any other assistance, without expense to the
               Executive, in support of the Employer’s rights to any Employee Invention. 



               



    7.3        Disputes
or Controversies. The Executive recognizes that should a dispute or controversy
arising from or relating to this Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the secrecy of Confidential
Information may be jeopardized. All pleadings, documents, testimony, and records relating
to any such adjudication will be maintained in secrecy and will be available for
inspection by the Employer, the Executive, and their respective attorneys and experts,
who will agree, in advance and in writing, to receive and maintain all such information
in secrecy, except as may be limited by them in writing.  



8.     NON-COMPETITION
AND NON-INTERFERENCE  



    8.1        Acknowledgments
by the Executive. The Executive acknowledges that: (a) the services to be performed
by him under this Agreement are of a special, unique, unusual, extraordinary, and
intellectual character; (b) the Employer’s business is expected to be international
in scope and its products are expected to be marketed throughout the world; (c) the
Employer competes with other businesses that are or could be located in any part of the
world; and (d) the provisions of this Section 8 are reasonable and necessary
to protect the Employer’s business.  



    8.2        Covenants
of the Executive. In consideration of the acknowledgments by the Executive, and in
consideration of the compensation and benefits to be paid or provided to the Executive by
the Employer, the Executive covenants that he will not, directly or indirectly:  



         
        (a)       
          during the Employment Period, except in the course of his employment hereunder,
          and during the Post-Employment Period, engage or invest in, own, manage,
          operate, finance, control, or participate in the ownership, management,
          operation, financing, or control of, be employed by, associated with, or in any
          manner connected with, lend the Executive’s name or any similar name to,
          lend Executive’s credit to or render services or advice to, any business
          whose products or activities involve the use of mobile digital video;
          provided, however, that the Executive may purchase or otherwise acquire
          up to (but not more than) one percent of any class of securities of any
          enterprise (but without otherwise participating in the activities of such
          enterprise) if such securities are listed on any national or regional securities
          exchange or have been registered under Section 12(g) of the Securities Exchange
          Act of 1934; 



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        (b)       
          whether for the Executive’s own account or for the account of any other
          person, at any time during the Employment Period and the Post-Employment Period,
          solicit business of the same or similar type being carried on by the Employer,
          from any person known by the Executive to be a customer of the Employer, whether
          or not the Executive had personal contact with such person during and by reason
          of the Executive’s employment with the Employer; 



         
        (c)       
          whether for the Executive’s own account or the account of any other person
          (i) at any time during the Employment Period and the Post-Employment Period,
          solicit, employ, or otherwise engage as an employee, independent contractor, or
          otherwise, any person who is or was an employee of the Employer at any time
          during the Employment Period or in any manner induce or attempt to induce any
          employee of the Employer to terminate his employment with the Employer; or
          (ii) at any time during the Employment Period and for two years thereafter,
          interfere with the Employer’s relationship with any person, including any
          person who at any time during the Employment Period was an employee, contractor,
          supplier, or customer of the Employer; or 



         
        (d)       
          at any time during or after the Employment Period, publicly disparage the
          Employer or any of its shareholders, directors, officers, employees, or agents. 



        For
purposes of Section 8.2(a), (b) and (c), the term “Post-Employment
Period” commences on the date of termination of the Executive’s employment with
the Employer and continues for the six month period thereafter. Provided, that, at the
election of the Employer, such period may be extended for up to 12 additional months by
notice from the Employer to the Executive within 30 days of termination of the
Executive’s employment with the Employer. If Employer exercises this right by
providing timely notice to Executive of Employer’s exercise of this right and the
number of months (not to exceed 12) that Employer has elected to extend the
Post-Employment Period, the Employer shall during each month so extended pay Executive at
a rate equal to the greater of: (i) 66.7% of the Executive’s monthly Salary at
termination; or (ii) the amount payable under Section 6.5 (g), and shall continue for such
period any Benefits the Executive was receiving at termination. Provided further, that in
the event of termination after a Change in Control as provided in Section 6.5(g), the term
“Post-Employment Period” in this Section 8.2 shall mean the 12-month period
beginning on the date of termination of the Executive’s employment with the Employer
and the Employer shall have no right to further extend the period pursuant to this Section
8.2. 



        If
any covenant in this Section 8.2 is held to be unreasonable, arbitrary, or against
public policy, such covenant will be considered to be divisible with respect to scope,
time, and geographic area, and such lesser scope, time, or geographic area, or all of
them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary,
and not against public policy, will be effective, binding, and enforceable against the
Executive. 



        The
period of time applicable to any covenant in this Section 8.2 will be extended by
the duration of any violation by the Executive of such covenant. 



        The
Executive will, while the covenant under this Section 8.2 is in effect, give notice
to the Employer, within 10 days after accepting any other employment, of the identity of
the Executive’s employer. The Employer may notify such employer that the Executive is
bound by this Agreement and, at the Employer’s election, furnish such employer with a
copy of this Agreement or relevant portions thereof. 



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9.     GENERAL
PROVISIONS  



    9.1        Injunctive
Relief and Additional Remedy. The Executive acknowledges that the injury that would
be suffered by the Employer as a result of a breach of the provisions of this Agreement
(including any provision of Sections 7 and 8) would be irreparable and
that an award of monetary damages to the Employer for such a breach would be an
inadequate remedy. Consequently, the Employer will have the right, in addition to any
other rights it may have, to obtain injunctive relief to restrain any breach or
threatened breach or otherwise to specifically enforce any provision of this Agreement,
and the Employer will not be obligated to post bond or other security in seeking such
relief. Without limiting the Employer’s rights under this Section 9 or
any other remedies of the Employer, if the Executive breaches any of the provisions of Section 7 or
8, the Employer will have the right to cease making any payments otherwise due to
the Executive under this Agreement.  



    9.2        Covenants
of Sections 7 and 8 Are Essential and Independent Covenants. The covenants by
the Executive in Sections 7 and 8 are essential elements of this
Agreement, and without the Executive’s agreement to comply with such covenants, the
Employer would not have entered into this Agreement or employed or continued the
employment of the Executive. The Employer and the Executive have independently consulted
their respective counsel and have been advised in all respects concerning the
reasonableness and propriety of such covenants, with specific regard to the nature of the
business conducted by the Employer.  



        The
Executive’s covenants in Sections 7 and 8 are independent
covenants and the existence of any claim by the Executive against the Employer under this
Agreement or otherwise, will not excuse the Executive’s breach of any covenant in Section 7 or
8.  




        If
the Executive’s employment hereunder expires or is terminated, this Agreement will
continue in full force and effect as is necessary or appropriate to enforce the covenants
and agreements of the Executive in Sections 7 and 8. 



    9.3               Representations
and Warranties by the Executive. The Executive represents and warrants to the
Employer that the execution and delivery by the Executive of this Agreement do not, and
the performance by the Executive of the Executive’s obligations hereunder will not,
with or without the giving of notice or the passage of time, or both: (a) violate any
judgment, writ, injunction, or order of any court, arbitrator, or governmental agency
applicable to the Executive; or (b) conflict with, result in the breach of any provisions
of or the termination of, or constitute a default under, any agreement to which the
Executive is a party or by which the Executive is or may be bound.  




    9.4        Waiver.
The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by either party in exercising any right,
power, or privilege under this Agreement will operate as a waiver of such right, power,
or privilege, and no single or partial exercise of any such right, power, or privilege
will preclude any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right arising out of this Agreement can be discharged by
one party, in whole or in part, by a waiver or renunciation of the claim or right unless
in writing signed by the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (c) no notice to or
demand on one party will be deemed to be a waiver of any obligation of such party or of
the right of the party giving such notice or demand to take further action without notice
or demand as provided in this Agreement.  



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    9.5        Binding
Effect; Delegation of Duties Prohibited. This Agreement shall inure to the benefit
of, and shall be binding upon, the parties hereto and their respective successors,
assigns, heirs, and legal representatives, including any entity with which the Employer
may merge or consolidate or to which all or substantially all of its assets may be
transferred. The duties and covenants of the Executive under this Agreement, being
personal, may not be delegated.  



    9.6        Notices.
All notices, consents, waivers, and other communications under this Agreement must be in
writing and will be deemed to have been duly given when (a) delivered by hand (with
written confirmation of receipt), (b) sent by facsimile (with written confirmation of
receipt), provided that a copy is mailed by registered mail, return receipt requested, or
(c) when received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a party may
designate by notice to the other parties):  
















			
		If to Employer:     

                    

                    

                    



If to the Executive:

                    

                    
	Security With Advanced Technology, Inc.

489 Denver Avenue

Loveland, CO  80537

Fax: (970) 461-0717



Scott G. Sutton

1300 Laurel Street

Broomfiled, CO  80020











    9.7        Entire
Agreement; Amendments. This Agreement, Exhibit A attached hereto and the Plan
of Merger contain the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral or written,
between the parties hereto with respect to the subject matter hereof. In addition,
simultaneously upon the execution hereof, the Employer and the Executive shall enter into
the Registration Rights Agreement in the form attached hereto as Exhibit A. This
Agreement may not be amended orally, but only by an agreement in writing signed by the
parties hereto.  



    9.8
        
Governing
Law. This Agreement will be governed by the laws of the State of Colorado without
regard to conflicts of laws principles.  



    9.9
       Jurisdiction.
Any action or proceeding seeking to enforce any provision of, or based on any right
arising out of, this Agreement may be brought against either of the parties in the courts
of the State of Colorado, County of Larimer or, if it has or can acquire jurisdiction, in
the United States District Court located in Denver, Colorado, and each of the parties
consents to the jurisdiction of such courts (and of the appropriate appellate courts) in
any such action or proceeding and waives any objection to venue laid therein. Process in
any action or proceeding referred to in the preceding sentence may be served on either
party anywhere in the world.  



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    9.10        Section
Headings, Construction. The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All references
to “Section” or “Sections” refer to the corresponding Section or
Sections of this Agreement unless otherwise specified. All words used in this Agreement
will be construed to be of such gender or number, as the circumstances require. Unless
otherwise expressly provided, the word “including” does not limit the preceding
words or terms.  



    9.11        Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in full force
and effect. Any provision of this Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or
unenforceable.  



    9.12        Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed
to be an original copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement.  



    9.13        
Waiver
of Jury Trial. THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH
RESPECT TO THIS AGREEMENT.  



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
























		
		EMPLOYER:



Security With Advanced Technology, Inc.





By: /s/ Gregory Pusey

Name: Gregory Pusey 

Title: Chairman 





EXECUTIVE:






/s/ Scott G. Sutton

Scott G. Sutton 












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