Exhibit 10.12 



SECURITIES PURCHASE
AGREEMENT  



THIS SECURITIES PURCHASE
AGREEMENT (this “Agreement”) is made and entered into as of the
9th day of April, 2007 (the “Effective Date”) by and between
Security With Advanced Technology, Inc., a Colorado corporation (the
“Company”), and the investors set forth on Schedule I
attached hereto (each, an “Investor” and collectively, the
“Investors”). 




RECITAL  



        WHEREAS,
the Company desires to sell to the Investors, and the Investors desire to purchase from
the Company, (i) an aggregate amount of up to $6,000,000, but no less than $4,000,000, of
Convertible Promissory Notes (the “Notes”) which are convertible into
approximately 333,333 shares of the Company’s Series A Preferred Stock, no par
value per share (the “Preferred Stock”) per $1,000,000 outstanding under
the Notes, (ii) approximately 333,333 warrants to purchase shares of the Company’s
common stock, no par value per share (the “Common Stock”) per $1,000,000
invested in the offering exercisable at $4.75 per share expiring four years from the
Closing (as defined below), provided that such warrants will not be exercisable for six
months following the Closing, and (iii) approximately 333,333 warrants to purchase shares
of Common Stock per $1,000,000 invested in the offering exercisable at $9.00 per share
whose terms will mirror exactly the Company’s publicly traded warrants (symbol:
“SWATW”), provided that the “SWATW” warrants will not be exercisable
for six months following the Closing (collectively, the “Warrants” and
together with the Notes, the “Securities”). 





AGREEMENT  



        NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows: 



    1.        AUTHORIZATION
AND SALE OF SECURITIES.  



        
          1.1  
Purchase and Sale of Securities. At the Closing, the Company shall sell
to the Investors, and the Investors shall purchase from the Company, the Securities, in
the denominations set forth on Schedule I for aggregate proceeds to the Company of
up to $6,000,000 (the “Purchase Price”), but in no event less than
$4,000,000.  




        
          1.2
Closing.   The closing of the purchase and sale of the Securities (the “Closing”)
will take place at the offices of the Company on the Effective Date, or such other time
and location determined by the Company and the Investors (the “Closing Date”).
At the Closing: (i) the Company shall issue and deliver to the Investors duly executed
Notes in the denominations set forth on Schedule I and in the form attached hereto
as Exhibit A; (ii) the Company shall issue and deliver to the Investors duly
executed Warrants in the denominations set forth on Schedule I and in the forms
attached hereto as Exhibit B; and (iii) each Investor shall pay to the Company the
applicable Purchase Price for the Securities to be purchased by such Investor in the
amounts set forth on Schedule I by wire transfer of same day funds to the Company.  












    2.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby makes the
following representations and warranties to the Investors as of the date hereof
and as of the Closing Date:  




        
          2.1
Organization and Qualification.  The Company is an entity duly incorporated,
validly existing and in good standing under the laws of the State of Colorado, with the
requisite corporate power and authority to own and use its properties and assets and to
carry on its business as currently conducted. The Company is not in violation of any of
the provisions of its Articles of Incorporation or Bylaws. The Company is duly qualified
to conduct business and is in good standing as a foreign corporation in each jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, would not have or result in (i) a material adverse effect on the
legality, validity or enforceability of this Agreement, the Notes, the Warrants or the
Registration Rights Agreement (as defined below) or the Certificate of Amendment to
Certificate of Designation (as defined below) (collectively, the “Transaction
Documents”), (ii) a material adverse effect on the business or financial
condition of the Company or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any
Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).
The Company owns 100% of the outstanding capital stock of Vizer Group, Inc., a Colorado
corporation (“Vizer”). Vizer owns 100% of the outstanding capital stock
of Avurt International, Inc. (“Avurt,” and together with Vizer, the
“Merger Subs”). Except for the Merger Subs, the Company has no direct or
indirect subsidiaries.  




        
          2.2
Authorization; Enforceability.   The execution, delivery and performance by the
Company of the Transaction Documents, and the consummation of the transactions
contemplated thereby (including, but not limited to, the sale and delivery of the Notes
and Warrants, and the subsequent issuance of the Preferred Stock upon conversion of the
Notes, the Common Stock upon conversion of the Preferred Stock and the Common Stock upon
exercise of the Warrants) have been duly authorized, and no additional corporate or
stockholder action is required for the approval thereof (other than the approval of the
Company’s stockholders pursuant to The NASDAQ Stock Market Rule 4350(i) with respect
to the conversion of the Notes into Preferred Stock and the issuance of the Common Stock
into which the Preferred Stock is convertible). The Preferred Stock underlying the
Preferred Stock Notes, the Common Stock underlying the Preferred Stock and the Common
Stock underlying the Warrants (collectively, the “Conversion Shares”)
have been duly reserved for issuance by the Company. This Agreement and the other
Transaction Documents have been or, to the extent contemplated hereby or by the
Transaction Documents, will be duly executed and delivered and constitute, or will
constitute (as applicable), the legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with their terms, except as may be limited
by bankruptcy, reorganization, insolvency, moratorium and similar laws of general
application relating to or affecting the enforcement of rights of creditors, and except
as enforceability of its obligations hereunder are subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law). The Company has the requisite corporate power and authority to enter into and
to consummate the transactions contemplated by each of the Transaction Documents and
otherwise to carry out its obligations thereunder.  












        
          2.3
No Conflicts.   The execution, delivery and performance of the Transaction Documents
by the Company and the consummation by the Company of the transactions contemplated
thereby do not and will not (i) conflict with or violate any provision of the Company’s
Articles of Incorporation or Bylaws, or (ii) conflict with, or constitute a default (or
an event that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company debt or otherwise) or other understanding to which the
Company is a party or by which any property or asset of the Company is bound or affected,
or (iii) subject to the Company’s obligation to obtain the approval of the Company’s
stockholders pursuant to The NASDAQ Stock Market Rule 4350(i), result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company is subject (including federal
and state securities laws and regulations), or by which any property or asset of the
Company is bound or affected, except, in the cases of clauses (ii) and (iii), where such
conflict, default or violation would not have or result in a Material Adverse Effect.  




        
          2.4
Filings, Consents and Approvals.   The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by
the Company of the Transaction Documents, other than (i) a Form D and applicable state
“Blue Sky” filings, (ii) such as have already been obtained or such exemptive
filings as are required to be made under applicable securities laws and (iii) filing of
an additional listing application with the Nasdaq Stock Market (which will be made prior
to the Closing Date).  




        
          2.5
Issuance of the Securities.   The Securities and the Conversion Shares are duly
authorized and, when issued and paid for in accordance with the Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of all
Liens, other than any Liens created by or imposed on the holders thereof through no
action of the Company. The Company has reserved from its duly authorized capital stock
the maximum number of shares of Common Stock issuable pursuant to the Securities and the
Conversion Shares.  




        
          2.6
 Capitalization.  




        
                    (a)              The
authorized and outstanding capitalization of the Company is as described on Schedule II attached
hereto. The Company has not issued any capital           stock since such filing. All
shares of the Company’s issued and outstanding           capital stock have been
duly authorized, are validly issued and outstanding, and           are fully paid and
nonassessable. No securities issued by the Company from the           date of its
incorporation to the date hereof were issued in violation of any           statutory or
common law preemptive rights. There are no dividends which have           accrued or been
declared but are unpaid on the capital stock of the Company. All           taxes required
to be paid by the Company in connection with the issuance and any           transfers of
the Company’s capital stock have been paid. All securities of           the Company
have been issued in all material respects in accordance with the           provisions of
all applicable securities and other laws.  












        
          
          (b)              No
Person has any right of first refusal, preemptive right, right of
          participation, or any similar right to participate in the transactions
          contemplated by the Transaction Documents. Except as a result of the purchase
          and sale of the Securities and except for employee and director stock options
          under the Company’s equity compensation plans of approximately (i)
          1,674,000 outstanding warrants to purchase approximately 6,878,000 shares of
          Common Stock, and (ii) 709,000 shares of Preferred Stock, convertible into
          709,000 shares of Common Stock, there are no outstanding options, warrants,
          rights to subscribe to, calls or commitments of any character whatsoever
          relating to, or securities, rights or obligations convertible into or
          exchangeable for, or giving any Person any right to subscribe for or acquire,
          any shares of Common Stock, or contracts, commitments, understandings or
          arrangements by which the Company is or may become bound to issue additional
          shares of Common Stock, or securities or rights convertible or exchangeable
into           shares of Common Stock (“Common Stock Equivalents”). The
issue           and sale of the Securities will not obligate the Company to issue shares
of           Common Stock or other securities to any Person (other than the Investors)
and           will not result in a right of any holder of Company securities to adjust
the           exercise, conversion, exchange or reset price under such securities.  




        2.7  
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the Knowledge of the Company, threatened against the Company
or any of its properties before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the
Securities or (ii) could, if there were an unfavorable decision, have or result in a
Material Adverse Effect. Neither the Company nor to the Knowledge of the Company, any
director or officer thereof, is or has been the subject of any Action involving a claim
of violation of or liability under federal or state securities laws or a claim of breach
of fiduciary duty. To the Knowledge of the Company, there has not been and there is not
pending or contemplated, any investigation by the Securities and Exchange Commission
involving the Company or any current or former director or officer of the Company.  




        2.8  
Labor Relations. No material labor dispute exists or, to the Knowledge of the
Company, is imminent with respect to any of the employees of the Company which could have
or result in a Material Adverse Effect.  




        2.9  
Compliance. The Company (i) is not in default under or in violation of (and no
event has occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company), nor has the Company received notice of a claim
that it is in default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by which it or
any of its properties is bound (whether or not such default or violation has been
waived), (ii) is not in violation of any order of any court, arbitrator or governmental
body, or (iii) is not or has not been in violation of any statute, rule or regulation of
any governmental authority, including without limitation all foreign, federal, state and
local laws applicable to its business, except in the case of clauses (i) and (iii) as
would not have or reasonably be expected to result in a Material Adverse Effect.  












        2.10  
Intellectual Property.  




        
          
          (a)              The
Company has the right to use or is the sole and exclusive owner of all           right,
title and interest in and to all foreign and domestic patents, patent           rights,
trademarks, service marks, trade names, brands and copyrights (whether           or not
registered and, if applicable, including pending applications for           registration)
owned, used or controlled by the Company (collectively, the           “Rights”)
and in and to each material invention, software,           trade secret, technology,
product, composition, formula and method of process           used by the Company (the
Rights and such other items, the “Intellectual           Property”),
and, to the Knowledge of the Company, has the right to use           the same, free and
clear of any claim or conflict with the rights of others.  




        
          
          (b)              No
royalties or fees (license or otherwise) are payable by the Company to any
          Person by reason of the ownership or use of any of the Intellectual Property.  




        
          
          (c)              There
have been no claims made against the Company asserting the invalidity,           abuse,
misuse, or unenforceability of any of the Intellectual Property, and, to           the
best of the Knowledge of the Company, there are no reasonable grounds for           any
such claims.  




        
          
          (d)              The
Company has made not any claim of any violation or infringement by others of
          its rights in the Intellectual Property, and to the best of the Knowledge of
the           Company, no reasonable grounds for such claims exist.  




        
          
          (e)              The
Company has not received notice that it is in conflict with or infringing           upon
the asserted rights of others in connection with the Intellectual Property.  




    3.           REPRESENTATIONS
AND WARRANTIES OF THE INVESTORS.   Each           Investor, severally
and not jointly, hereby represents and warrants to the           Company that:  



        
          3.1  
Authorization. The Investor is duly authorized to execute the Transaction
Documents including this Agreement and when executed and delivered by the Investor, the
Transaction Documents will constitute legal, valid, and binding obligations enforceable
against the Investor in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization or others laws of general application relating to
or affecting the enforcement of creditors’ rights generally. The execution,
delivery, and performance of the Transaction Documents and the consummation of the
transactions contemplated hereby have been duly authorized by all requisite corporate or
other necessary action on the part of the Investor.  




        
          3.2  
Investor Suitability.  




        
          
          (a)              The
Securities subscribed for hereby are being acquired by the Investor for his,
          her or its own account and for investment purposes only and not with a view to
          any resale or distribution thereof, in whole or in part, to others, and the
          Investor is not participating, directly or indirectly, in a distribution of
such           Securities and will not take, or cause to be taken, any action that would
cause           the Investor to be deemed an “underwriter” of such Securities
as           defined in Section 2(11) of the Securities Act of 1933, as amended (the
          “Act”).  












        
          
          (b)              The
Investor acknowledges that he, she or it has had the opportunity to seek
          business, financial, and legal advice as the Investor deems necessary in order
          to evaluate the merits and risks of purchasing the Securities.  




        
          
          (c)              The
Investor has had an opportunity to ask questions of, and receive           satisfactory
answers from, representatives of the Company concerning the terms           and
conditions pursuant to which the offering of the Securities is being made           and
all material aspects of the Company and its proposed business, and any           request
for such information has been fully complied with to the extent the           Company
possesses such information or can acquire it without unreasonable effort           or
expense.  




        
          
          (d)              The
Investor is an “accredited investor” within the meaning of Rule           501
of the Act.  




        
          
          (e)              The
Investor is an investor who has such knowledge and experience in financial           and
business matters as to be capable of evaluating the merits and risks of an
          investment in the Company based upon (i) the information furnished to him, her
          or it by the Company; (ii) his, her or its personal knowledge of the business
          and affairs of the Company; (iii) such additional information as he, she or it
          may have requested and has received from the Company; and (iv) the independent
          inquiries and investigations undertaken by him, her or it.  




        
          
          (f)              No
person has given any information or made any representation not contained in
          any disclosure documents referred to above or otherwise provided to the
Investor           in writing by a person employed or authorized in writing by the
Company. The           Investor understands and agrees that any information or
representation not           contained therein must not, and will not, be relied upon and
that nothing           contained therein should be construed as legal or tax advice to
the Investor.  




        
          
          (g)              No
person has made any direct or indirect representation or warranty of any kind
          to the Investor with respect to the economic return which may accrue to the
          Investor. The Investor has consulted with his, her or its own advisors with
          respect to an investment in the Company.  




       
          
          (h)              All
information, representations and warranties contained herein or otherwise           given
or made to the Company by the Investor in any other written statement or
          document delivered in connection with the transactions contemplated hereby are
          correct and complete as of the date of this Agreement and may be relied upon by
          the Company, and, if there should be any material change in such information
          prior to the Closing Date, the Investor will immediately furnish such revised
or           corrected information to the Company.  




    4.           CONDITIONS TO CLOSING.  



        
          4.1  
Payment of Purchase Price. On the Closing Date, the Investors shall
deliver to the Company the Purchase Price in accordance with the provisions of Section 1
against delivery by the Company of the Securities.  












        
          4.2  
Issuance and Delivery of the Notes and the Warrants. On the Closing Date, the
Company shall issue and deliver to the Investors duly executed Notes and Warrants in the
denominations set forth on Schedule I.  




        
          4.3  
Registration Right Agreement. On the Closing Date, the Company and the Investors
shall execute and deliver the Registration Rights Agreement in the form attached hereto
as Exhibit C(the “Registration Rights Agreement”).  




        
          4.4  
Amended Certificate of Designation. On or prior to the Closing Date, the Company
shall have filed with the Colorado Secretary of State a Certificate of Amendment to its
Certificate of Designation in the form attached hereto as Exhibit D (the
“Certificate of Amendment to Certificate of Designation”).  




        
          4.5  
Proceedings and Documents. All actions and other proceedings in
connection with the transactions contemplated at the Closing and all documents and
instruments incident thereto shall be reasonably satisfactory in form and substance to
the Company, the Investors and their respective legal counsel, and the Company and the
Investors shall have received all such counterpart originals and certified or other
copies of such documents as they may reasonably request.  




        
          4.6  
Nasdaq Additional Listing Application Approval. On or prior to the Closing Date,
the Company shall have provided to the Investors evidence of the filing by the Company
with The Nasdaq Stock Market of an Additional Listing Application with respect to the
Conversion Shares.  




    5.           ADDITIONAL
AGREEMENTS OF THE PARTIES.  



        
          5.1  
No Material Non-Public Information. Neither the Company nor any other Person
acting on its behalf has provided the Investor or its agents or counsel with any
information that will constitute material non-public information following the public
announcement of this Closing and the related Common Stock and Warrant financing. The
Company understands and confirms that each Investor shall be relying on the foregoing
representation in effecting transactions in securities of the Company in accordance with
applicable law following the public announcement of this Closing and the related Common
Stock and Warrant financing.  




        
          5.2
Indemnification.  




        
          
          (a)       Company
Indemnification. The Company agrees to indemnify and hold           harmless the
Investors, their affiliates, each of their officers, directors,           partners,
employees and agents and their respective successors and assigns, from           and
against any losses, damages, or expenses which are caused by or arise out of
          (i) any breach or default in the performance by the Company of any covenant or
          agreement made by the Company in this Agreement or in any of the Transaction
          Documents; (ii) any breach of warranty or representation made by the Company in
          this Agreement or in any of the Transaction Documents (iii) any and all third
          party actions, suits, proceedings, claims, demands, judgments, costs and
          expenses (including reasonable legal fees and expenses) incident to any of the
          foregoing.  












        
          
          (b)       Investor
Indemnification. Each Investor, severally and not jointly, agree           to
indemnify and hold harmless the Company, its affiliates, each of their
          officers, directors, employees and agents and their respective successors and
          assigns, from and against any losses, damages, or expenses which are caused by
          or arise out of (i) any breach or default in the performance by the Investor of
          any covenant or agreement made by the Investor in this Agreement or in any of
          the Transaction Documents; (ii) any breach of warranty or representation made
by           the Investor in this Agreement or in any of the Transaction Documents; and
(iii)           any and all third party actions, suits, proceedings, claims, demands,
judgments,           costs and expenses (including reasonable legal fees and expenses)
incident to           any of the foregoing.  




    6.        MISCELLANEOUS.  



        
          6.1  
Survival of Representations and Warranties. The representations, warranties of the
Company and the Investors contained in or made pursuant to this Agreement shall survive
the Closing Date for a period of one year.  




        
          6.2  
Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns. The Company may not
assign this Agreement or any rights or obligations hereunder without the prior written
consent of each Investor. Any Investor may assign any or all of its rights under this
Agreement to any Person to whom such Investor assigns or transfers any Securities or
Conversion Shares, provided that such transferee agrees in writing to be bound, with
respect to the transferred Securities or Conversion Shares, by the provisions hereof that
apply to the “Investors.” 




        
          6.3  
Governing Law. This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Colorado without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Colorado or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of Colorado.  




        
          6.4  
Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same instrument. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the party executing (or on
whose behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.  




        
          6.5  
Headings. The headings and captions used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement. All references in this Agreement to sections, paragraphs, exhibits and
schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and
exhibits and schedules attached hereto, all of which exhibits and schedules are
incorporated herein by this reference.  




        
          6.6  
Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon personal
delivery to the party to be notified or upon deposit with the United States Post Office,
by registered or certified mail, postage prepaid and addressed as follows:  





























		
	If to the Investors, at: 



If to the Company, at:   

                         

                         

                         



                         



                         

                         

                         

                         
	The addresses set forth on Schedule I.



Security With Advanced Technology, Inc.

10855 Dover Street, Suite 1100

Westminster, CO 80021

Attn: Gregory Pusey, Chairman



with a copy to:



Brownstein Hyatt Farber Schreck, P.C.

410 Seventeenth Street, Suite 2200

Denver, CO 80202

Attn: Adam J. Agron 










or at such other address as any
Investor or the Company may designate by giving 10 days advance written notice to all
other parties. 



        
          6.7  
No Finder’s Fees. Except for a consulting fees payable by the Company to Roger
May and Robert Taggart, each party represents that it neither is nor will be obligated for any finder’s
or broker’s fee or commission in connection with this transaction. The Investors
agree to indemnify and to hold harmless the Company from any liability for any commission
or compensation in the nature of a finders’ or broker’s fee (and any asserted
liability) for which the Investors or any of their officers, partners, employees, or
representatives is responsible. The Company agrees to indemnify and hold harmless the
Investors from any liability for any commission or compensation in the nature of a finders’ or
broker’s fee (and any asserted liability) for which the Company or any of its
officers, employees or representatives is responsible.  




        
          6.8  
Attorneys’ Fees. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys’ fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.  




        
          6.9  
Costs and Expenses. Each party to this Agreement shall be responsible for its own
fees and expenses in connection with this transaction.  




        
          6.10  
Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written
consent of (i) the Company and (ii) Investors holding a majority of the principal amount
of all outstanding Notes.  




        
          6.11  
Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision(s) shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such provision(s)
were so excluded and shall be enforceable in accordance with its terms.  












        
          6.12  
Entire Agreement. This Agreement, together with all exhibits and schedules hereto,
constitutes the entire agreement and understanding of the parties with respect to the
subject matter hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the parties with respect to the
subject matter hereof.  




        
          6.13  
Further Assurances. From and after the date of this Agreement, upon the request of
a majority of the Investors or the Company, the Company and the Investors shall execute
and deliver such instruments, documents or other writings as may be reasonably necessary
or desirable to confirm and carry out and to effectuate fully the intent and purposes of
this Agreement.  




        
          6.14  
Defined Terms. The following terms shall have the following assigned meanings:  




        
          
          (a)              “Knowledge”,
with respect to the Company, means the actual           knowledge of any director or
executive officer of the Company without the           requirement for inquiry or
investigation.  




        
          
          (b)              “Lien” means
a lien, charge, security interest, encumbrance,           right of first refusal or other
restriction, except for a lien for current taxes           not yet due and payable and a
minor imperfection of title, if any, not material           in nature or amount and not
materially detracting from the value or impairing           the use of the property
subject thereto or impairing the operations or proposed           operations of the
Company.  




        
          
          (c)              “Person” means
an individual or corporation, partnership,           trust, incorporated or
unincorporated association, joint venture, limited           liability company, joint
stock company, government (or an agency or subdivision           thereof) or other entity
of any kind.  




        
          6.15  
Mutual Drafting. This Agreement is the result of the joint efforts of the Company
and the Investors, and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of the parties and there shall be no construction against any
party based on any presumption of that party’s involvement in the drafting thereof.  








[signature page follows] 



















        IN
WITNESS WHEREOF, the parties hereto have executed this Securities Purchase Agreement as of
the Effective Date. 












		
		THE COMPANY:



SECURITY WITH ADVANCED TECHNOLOGY, INC.





By:      ___________________________________

         Jeffrey G. McGonegal

         Chief Financial Officer







INVESTORS:





Name:





By:_________________________________________

Name:

Title:





Name:



By:_________________________________________

Name:

Title:





Name:



By:_________________________________________

Name:

Title:





Name:



By:_________________________________________

Name:

Title:

























Schedule I  



Investor names,
addresses and Securities purchased 



	Investor Names
	
	Principal

Amount of

Promissory

Notes
	
	$4.75

Warrants
	
	SWATW

Warrants
	

	 	 	 	 	  	 	 	 	 	 	 	 
	

	Totals	 	 	$	   xxx,xxx	 	 	xxx   	 	 	xxx   	 
	






































Schedule II 



Capitalization 







	Security With Advanced Technology, Inc.



Summary Cap Table
 		Shares
		Options &			
	December 31, 2006
		Authorized
		Outstanding
		Warrants
		Exercise Price

	Preferred Stock, no par value	 	 	 	 	 	 	5,000,000	 	 	 	 	 	 	 	 	 	 
	            2006 Private Offering	 	 	 	1	 	 	 	 	 	709,189	 	 	2,101,500	 	 	 $4.75 - $9.00	 
	 	 	 
	Common Stock, no par value	 	 	 	 	 	 	30,000,000	 	 	4,024,211	 	 	 	 	 	 	 
	            Vizer\Avurt Closing shares	 	 	 	2	 	 	 	 	 	754,380	 	 	 	 	 	 	 
	            2006 Private Offering	 	 	 	1	 	 		 	 	792,000	 	 	2,376,000	 	 	$4.75 - $9.00	 
				
		
	                      Total Common Shares	 	 	 	 	 	 	 	 	 	5,570,591	 	 	 	 	 	 	 
				
		
	 	 	 
	Options and warrants:	 	 
	        Incentive Stock Option Plan	 	 	 	 	 	 	1,500,000	 	 	 	 	 	1,674,000	 	 	   Avg @ $4.51	 
	        Private Offering & P.A.  Warrants	 	 	 	 	 	 	 	 	 	 	 	 	1,020,907	 	 	    Avg @ $6.42	 
	        2005 Public Warrants	 	 	 	 	 	 	 	 	 	 	 	 	1,380,000	 	 	    $9.00	 
				
		
	
	            Total instruments	 	 	 	 	 	 	 	 	 	6,279,780	 	 	8,552,407	 	 	 	 
				
		
	






Notes: 
 1.    Reflects the
Shareholders approval of the conversion of Notes Payable into Preferred
Shares 
 2.    Additional 533,333 SWAT shares are issuable upon earn-out achievement.  





















Exhibit A  



Promissory Note 





























Exhibit B  



Common Stock Purchase
Warrants 




























Exhibit C  



Registration Rights
Agreement 


































Exhibit D  



Certificate of
Amendment to Certificate of Designation