Exhibit 4.1


        
        WARRANT CONVERSION AGREEMENT


        


        
             THIS WARRANT CONVERSION AGREEMENT (this
        "Agreement") is made and entered into as of the ___ day of September, 2007 (the
        "Effective Date") by and between Security With Advanced Technology, Inc., a Colorado
        corporation (the "Company"), and the warrant holders set forth on the signature page
        hereto (each, a "Warrant Holder" and collectively, the "Warrant
        Holders").


        


        
              RECITALS


        


        
             WHEREAS, the Company's Board of Directors has approved
        modifications to the terms of the outstanding “B” Warrants (the "'B'
        Warrants") issued by the Company in a private placement in October 2006
        in order to encourage the exercise of such "B" Warrants and therefore generate cash
        proceeds to the Company (the "Offering");

        

             WHEREAS, the modified terms of the "B" Warrants are
        set forth on Exhibit A attached hereto;

        

             WHEREAS, the Warrant Holders shall have a period of
        ten calendar days following the Effective Date (the "Conversion Period") to exercise
        their "B" Warrants on the terms set forth on Exhibit A and any holder of "B" Warrants who
        does not so exercise his or its "B" Warrants during the Conversion Period shall thereafter
        no longer have the right to exercise his or its "B" Warrants on the terms set forth on
        Exhibit A and the terms of such "B" Warrants existing prior to the Effective Date shall
        remain unchanged;

        

             WHEREAS, each Warrant Holder who exercises his or its
        "B" Warrants in accordance with the terms of this Agreement and Exhibit A shall receive one
        "B" Replacement Warrant (the "'B' Replacement Warrants") for each "B"
        Warrant so exercised;

        

             WHEREAS, the terms of the "B" Replacement Warrants are
        set forth on Exhibit A and a form of the "B" Replacement Warrants is attached hereto as
        Exhibit B; and

        

             WHEREAS, the Company anticipates the proceeds from
        this Offering will be used as described on Exhibit C attached hereto.


        


        
              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.     The
        Recitals set forth above are hereby incorporated by reference into this Agreement and made
        a part hereof. Further, Exhibits A, B and C are hereby incorporated by reference into this
        Agreement and made a part hereof.

        
        

        

        
        2.     At
        any time during the
        Conversion Period, each
        Warrant Holder may exercise his or its "B" Warrants in accordance with the terms set forth
        on Exhibit A by (a) delivering to the Company an executed copy of this Agreement, (b)
        delivering to the Company a duly executed copy of the Purchase Form attached to the "B"
        Warrants so exercised, (c) delivering to the Company each "B" Warrant exercised by the
        Warrant Holder as originally executed by the Company and delivered to the Warrant Holder in
        connection with the October 2006 private placement and (d) delivering to the Company the
        amount of cash required to pay the exercise price of the "B" Warrants so exercised in
        immediately available good funds as instructed by the Company. Upon such exercise of the
        "B" Warrants, the Company will deliver to each Warrant Holder a duly executed "B"
        Replacement Warrant in an amount equal to the number of "B" Warrants so
        exercised.


        


        
        3.     
        Each Warrant Holder agrees
        that to the extent it
        exercises his or its "B
        "
        Warrants
        pursuant to this Agreement,
        all future rights and claims to such
        "
        B"
        Warrant rights are null and
        void, regardless of whether the original
        "B" Warrant
        agreement issued to the
        Warrant Holder in connection with the October 2006 private placement
        is surrendered.


        


        
        5
        .     Each
        Warrant Holder acknowledges and agrees that the
        "B" Warrants, the
        "B" Replacement Warrants and
        the securities
        underlying the
        "B" Warrants and the
        "B" Replacement Warrants are
        "restricted securities" as defined in Rule 144
        of the Securities Act of
        1933, as amended (the
        "Securities
        Act").
        Accordingly, each Warrant Holder acknowledges and agrees that
        such securities cannot
        be assigned,
        sold,
        transferred
        or otherwise disposed
        of by such Warrant
        Holder (or any permitted assignee) without registration under the Securities
        Act or pursuant to an
        exemption from such registration established satisfactory to the Company and its
        counsel.


        


        
              
        6.     Each Warrant Holder acknowledges and agrees that this
        Agreement and the transactions contemplated hereby constitute a private placement of
        securities under Section 4(2) of the Securities Act and Regulation D promulgated thereunder
        and the Company is relying upon the representations and warranties provided by the Warrant
        Holders in the Securities Purchase Agreement and Subscription Agreement (as the case may
        be) executed and delivered by the Warrant Holders in connection with the October 2006
        private placement and each Warrant Holder therefore acknowledges and agrees that such
        representations and warranties are incorporated by reference herein and remade in their
        entirety in this Agreement.


        


        
                
        7.     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. 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. 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. This Agreement, together with all exhibits 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. From
        and after the date of this Agreement, upon the request of a majority of the Warrant
        Holders or the
        Company, the Company and the
        Warrant Holders
        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.
        This Agreement is the result of the joint efforts of the Company and the
        Warrant Holders, 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.


         


         


        


        


        
        [REMAINDER OF PAGE
        INTENTIONALLY LEFT BLANK]


        

        
        


        

        

        


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


        


        


        
                                                                               
        THE COMPANY:

        

         


        


        
                                                                           
        SECURITY WITH ADVANCED TECHNOLOGY, INC.


        


        


        
                                                                            
          By:     ___________________________________


        
                                                                                       
         Jeffrey G. McGonegal


        
                                       Chief
        Financial Officer

        

         

        

         

        

        WARRANT HOLDERS:


        


        
             


        


        


        	
                    
                    Name

                	
                    
                    Original
                    "
                    B
                    "
                    Warrant
                    #

                	
                    
                    #
                    of
                    "
                    B
                    "
                    Warrants
                    Being Exercised

                	
                    
                    Exercise
                    Proceeds $

                	
                    
                    Common
                    Shares or Preferred Shares
                    To Be
                    Issued

                	
                    
                    Signature

                
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                 	
                 	
                 	
                 


        

        


        


        
        Attachments:

             Exhibit
        A: Summary Term Sheet

             Exhibit B: Form of Replacement "B" Warrant

             Exhibit C: Use of Proceeds


        

        
        


        

        

        
        Exhibit A: Summary Term
        Sheet


        


        
        SUMMARY OF THE
        WARRANT CONVERSION


        


        
              This term sheet is for discussion purposes only
        and does not represent an offer or commitment to purchase on the part of the Warrant
        Holders referenced herein, or an offer or commitment to sell on the part of
        Security With Advanced Technology, Inc. (the "Company"). Any such offer or
        commitment will be evidenced only by executed and definitive agreements among the
        parties. This term sheet is qualified in its entirety by, and should be read in
        conjunction with, the Company’s filings with the Securities and Exchange Commission
        (“SEC”). Prospective investors should carefully review this
        term sheet, the Warrant Conversion Agreement, the "B"
        Replacement Warrant and the Company's Articles of Incorporation, and may also
        request additional information from the Company.


        


        


































		
	Warrants to be Converted: 
	"B" Warrants
("'B' Warrants") issued in connection with the October 2006 private
placement of Security With Advanced Technology, Inc. (the "Company"),
exercisable at $4.75 per share for an aggregate of up to 1,492,500 shares of
common stock and expiring in April 2008 (18 months from the original closing).



	 	
	Modified Terms of Conversion: 
	"B" Warrants to be
exercised in this offering (this "Offering") shall receive
shares of the Company's common stock ("Common Stock") at an exercise price of
$3.20 each; provided, however, that in the event Vision Opportunity Master Fund,
Ltd. exercises its "B" Warrants, it shall receive an equal number of shares of
the Company's Series A preferred stock ("Preferred Stock") at an exercise price
of $3.20 each. Each "B" Warrant so exercised will receive one "B" Replacement
Warrant ("'B' Replacement Warrants"). The terms of the Preferred Stock are set
forth in the Company's Articles of Incorporation.


	 	
	Minimum Conversion: 	 860,000 "B" Warrants.
	 	
	Maximum Conversion: 	1,243,000 "B" Warrants.
Any amounts  oversubscribed will be converted on a pro rata basis.
	 	
	Amount of Funding: 
	
Minimum  Offering:  $2,752,000 

Maximum Offering:  $3,977,600

	 	
	Terms of the "B" Replacement Warrants: 
	The "B" Replacement
Warrants will be exercisable into shares of Common Stock for
three years after the final closing of the Offering (the "Closing"), beginning >
six months after the Closing at an exercise price equal to $4.30 per share. The
"B" Replacement Warrants may be exercised on a cashless basis beginning one year
following the date such Warrants are initially exercisable. The "B" Replacement
Warrants will contain conventional adjustments for stock splits and similar
events as contained in the existing "B" Warrants and, except as otherwise set
forth herein, will be substantially identical to the terms of the "B" Warrants.

	 	
	Registration Rights: 
	The Company has agreed to provide piggyback registration rights to the holders

of the "B" Replacement Warrants as set forth therein.


	 	
	Common Stock Outstanding (1): 	Before Offering: 8,555,500 shares 
After Minimum Conversion: 9,415,500 shares

After Maximum Conversion: 9,798,500 shares

	 	
	Conversion Period: 
	Commencing on
September 17, 2007 and expiring ten calendar days thereafter (the
"Conversion Period"). Any "B" Warrants not so converted during the Conversion
Period shall revert to their original terms at the expiration of the Conversion
Period.

	 	
	Use of Proceeds: 
	Proceeds from the Offering will be used for offering expenses, sales and
marketing, inventory related requirements, tooling costs and working capital.
See Exhibit C attached hereto.

	 	
	Risk Factors: 
	This conversion represents a significant level of risk. Investors should
carefully review the Risk Factors set forth in the Company's Form S-3
registration statement filed with the SEC on August 27, 2007, the Company's most
recent Form 10-KSB and the Company's other recent SEC filings.

	 	
	Restrictions on Transfer: 
	The "B" Warrants, the "B" Replacement Warrants and the securities
underlying the
"B" Warrants and the "B" Replacement Warrants are "restricted securities" as
defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities
Act"). Accordingly, such securities cannot be sold or transferred by an investor
without registration under the Securities Act or pursuant to an exemption from
such registration established satisfactory to the Company and its counsel.

	 	
	Subscription Procedure: 
	To subscribe for the
Offering, warrant holders must fully and accurately
complete and sign the Warrant Conversion Agreement and the Purchase Form
attached to the "B" Warrants. Warrant holders should return the completed and
signed Warrant Conversion Agreements and Purchase Forms to the Company along
with the converted "B" Warrants. Investors should also return payment for the
conversion by wire transfer to the Company's funding account as instructed.

	 	
	Stock symbol: 	NASDAQ: SWAT
		









        


        
        (1)     The amounts
        outstanding before offering and
        after the
        conversion assume
        all Preferred Stock has been converted into Common Stock. The
        amounts do not include shares issuable upon exercise of outstanding warrants and
        options.


        

        
        


        

        

        
        Exhibit B: Form of Replacement B Warrant


        


        


        
        This Warrant and the underlying shares of
        Common Stock represented by this Certificate have not been registered under the Securities
        Act of 1933 (the "Act"), and are "restricted securities" as that term is defined in Rule
        144 under the Act. The securities may not be offered for sale, sold or otherwise
        transferred except pursuant to an effective registration statement under the Act, or
        pursuant to an exemption from registration under the Act, the availability of which is to
        be established to the
        reasonable
        satisfaction of the Company.

         


        
        Warrant No.B Replacement-2006-
        __


        


        
        WARRANT TO PURCHASE SHARES OF COMMON
        STOCK

         


        
        Warrant to Purchase
        ____________
        Shares


        
        (subject to adjustment as set forth
        herein)

         


        
        Exercise Price
        $4
        .30
        Per Share


        
        (subject to adjustment as set forth
        herein)

         


        
        VOID AFTER
        5
        :00 P.M., MOUNTAIN
        TIME, ON
        SEPTEMBER
        __,
        2010


        

        

        
                
        Section 1.       Definitions.

        

        
                The
        following terms used in this agreement shall have the following meanings (unless otherwise
        expressly provided herein):

        

        
                
        The "Act."   The Securities Act of 1933, as amended.

        

        
                
        The "Commission."   The Securities and Exchange Commission.

        

        
                
        The "Company."   Security With Advanced Technology, Inc.

        

        
                
        "Common Stock."   The Company's Common Stock.

        

        
                
        "Current Market Price."   The Current Market Price shall be determined as
        follows:

        

        	
                	
                    
                        
                    (a)        if the security at issue is
                    listed on a national securities exchange or admitted to unlisted trading
                    privileges on such an exchange or quoted on either the Global Market, Global
                    Select Market or the Capital Market of the automated quotation service operated
                    by The Nasdaq Stock Market, Inc. (“Nasdaq”), the current value
                    shall be the last reported sale price of that security on such exchange or
                    system on the day for which the Current Market Price is to be determined or, if
                    no such sale is made on such day, the average of the highest closing bid and
                    lowest asked price for such day on such exchange or system; or

                


        

        

        	
                	
                    
                        
                    (b)        if the security at issue is not
                    so listed or quoted or admitted to unlisted trading privileges, the Current
                    Market Value shall be the average of the last reported highest bid and lowest
                    asked prices quoted on the Nasdaq Electronic Bulletin Board, or, if not so
                    quoted, then by the National Quotation Bureau, Inc. on the last business day
                    prior to the day for which the Current Market Price is to be determined;
                    or

                


        

        
        


        
        

        

        	
                	
                    
                        
                    (c)        if the security at issue is not
                    so listed or quoted or admitted to unlisted trading privileges and bid and
                    asked prices are not reported, the current market value shall be determined in
                    such reasonable manner as may be prescribed from time to time by the Board of
                    Directors of the Company, subject to the objection and arbitration procedure as
                    described in Section 7 below.

                


        

        

        
                
        “Expiration Date.” September __, 2010.

        

        
                “
        Holder ” or “Warrantholder.” The person to whom this Warrant is
        issued, and any valid transferee thereof pursuant to Section 3.1 below.

        

        
                
        "NASD." The National Association of Securities Dealers, Inc.

        

        
                
        "Nasdaq." The automated quotation system operated by the Nasdaq Stock Market,
        Inc.

        

        
                
        “Person”means any individual, sole proprietorship, partnership, joint
        venture, trust, incorporated organization, association, corporation, limited liability
        company, institution, public benefit corporation, entity or government (whether federal,
        state, county, city, municipal or otherwise, including, without limitation, any
        instrumentality, division, agency, body or department thereof).

        

        
                
        “Termination of Business.” Any sale, lease or exchange of all, or
        substantially all, of the Company’s assets or business or any dissolution,
        liquidation or winding up of the Company.

        

        
                
        “Warrants.”The warrants issued in accordance with the terms of this
        Agreement and any Warrants issued in substitution for or replacement of such warrants,
        including those evidenced by a certificate or certificates originally issued or issued upon
        division, exchange, substitution or transfer pursuant to this Agreement.

        

        
                
        “Warrant Securities(.)” The Common Stock purchasable upon exercise of a
        Warrant including the Common Stock underlying unexercised portions of a Warrant.

        

        
                
        Section 2.     Term of Warrants; Exercise of Warrant.

        

            
            2.1.        Exercise of
        Warrant. Subject to the terms of this Agreement, the Holder shall have the right, at
        any time beginning on March __, 2008 prior to 5:00 p.m., Mountain Time, on the Expiration
        Date, to purchase from the Company up to the number of fully paid and nonassessable Shares
        to which the Holder may at the time be entitled to purchase pursuant to this Agreement,
        upon surrender to the Company, at its principal office, of the Warrant to be exercised,
        together with the purchase form, attached hereto as Exhibit 1, duly filled in and signed,
        and upon payment to the Company of the Exercise Price for the number of Shares in respect
        of which such Warrants are then exercised, but in no event for less than 100 Shares (unless
        fewer than an aggregate of 100 shares are then purchasable under all outstanding Warrants
        held by a Holder). The aggregate Exercise Price for Warrant Securities being purchased
        hereunder may be paid either (i) by cash or wire transfer of immediately available funds or
        (ii) by surrender of a number of Warrant Securities which have a fair market value equal to
        the aggregate purchase price of the Warrant Securities being purchased (“Net
        Issuance”) as determined herein; provided, however, that the Net Issuance method
        shall only be available to the Holder commencing one year after the Exercise Date and prior
        to the Expiration Date. If the Holder elects the Net Issuance method of payment, the
        Company shall issue to Holder upon exercise a number of shares of Warrant Securities
        determined in accordance with the following formula:

        
        


        
        


        	
                	
                	
                
	
                X= 	
                 Y(A-B) 

                 A 	
                
	
                	
                	
                


        

        	 
                	where:
                	X = the number
                of Shares to be issued to the Holder; 


        

        

        	 
                	Y 	= the number of
                Shares with respect to which the Holder is exercising its purchase rights under
                this Warrant; 


        

        

        	 
                	A 	= the average
                of the Current Market Price of one share of Common Stock for the five trading days
                immediately preceding the Conversion Date (as defined below); and 


        

        

        	 
                	B 	= the Exercise
                Price.   


        

        

        
                The
        Cashless Exercise Right may be exercised by the Holder by the surrender of the Warrant at
        the principal office of the Company or at the office of the Company’s stock transfer
        agent, if any, together with a written statement specifying that the Holder thereby intends
        to exercise the Cashless Exercise Right and indicating the number of Shares subject to the
        Warrant which are being surrendered on the reverse side of the Warrant in exercise of the
        Cashless Exercise Right.

        

        
                2.2.       
        Exercise Price. The exercise price (“Exercise Price”) is $4.30 per Share,
        as modified in accordance with Section 4, below.

        

        
                2.3.       
        Issuance of Shares. Upon such surrender of the Warrants and payment of such Exercise
        Price as aforesaid, the Company shall issue and cause to be delivered within three business
        days to or upon the written order of the Holder and in such name or names as the Holder may
        designate, a certificate or certificates for the number of full Shares so purchased upon
        the exercise of the Warrant, together with cash, as provided in Section 13 hereof, in
        respect of any fractional Shares otherwise issuable upon such surrender. If this Warrant
        shall have been exercised in part, the Company shall, at the time of delivery of the
        certificate or certificates representing Warrant Securities, deliver to the Holder a new
        Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Securities
        called for by this Warrant, which new Warrant shall in all other respects be identical with
        this Warrant, or at the request of the Holder, appropriate notation may be made on this
        Warrant and the same returned to the Holder.

        

        
                2.4.       
        Effect of Exercise. Upon receipt of the Warrant by the company as described in Section
        2.1 above, the Holder shall be deemed to be the holder of record of the Shares issuable
        upon such exercise, notwithstanding that the transfer books of the Company may then be
        closed or that certificates representing such Shares may not have been prepared or actually
        delivered to the Holder.

        

        
                2.5       
        Restrictions on Exercise Amount.

        

        
                (a)       
        Unless a Holder delivers to the Company irrevocable written notice prior to the date of
        issuance hereof or 61 days prior to the effective date of such notice that this Section
        2.5(a) shall not apply to such Holder, the Holder may not acquire a number of shares of
        Common Stock upon exercise of this Warrant to the extent that, upon such exercise, the
        number of shares of Common Stock then beneficially owned by such holder and its affiliates
        and any other persons or entities whose beneficial ownership of Common Stock would be
        aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act
        (including shares held by any “group” of which the holder is a member, but
        excluding shares beneficially owned by virtue of the ownership of securities or rights to
        acquire securities that have limitations on the right to convert, exercise or purchase
        similar to the limitation set forth herein) exceeds (9).99% of the total number of shares
        of Common Stock of the Company then issued and outstanding. For purposes hereof,
        “group” has the meaning set forth in Section 13(d) of the Exchange Act and
        applicable regulations of the Commission, and the percentage held by the holder shall be
        determined in a manner consistent with the provisions of Section 13(d) of the Securities
        Exchange Act of 1934, as amended. Each delivery of a notice of exercise by a Holder will
        constitute a representation by such Holder that it has evaluated the limitation set forth
        in this paragraph and determined, based on the most recent public filings by the Company
        with the Commission, that the issuance of the full number of shares of Common Stock
        requested in such notice of exercise is permitted under this paragraph.

        
        


        
        

        

        
                (b)       
        In the event the Company is prohibited from issuing shares of Warrant Securities as a
        result of any restrictions or prohibitions under applicable law or the rules or regulations
        of any stock exchange, interdealer quotation system or other self-regulatory organization,
        the Company shall as soon as possible seek the approval of its stockholders and take such
        other action to authorize the issuance of the full number of shares of Common Stock
        issuable upon exercise of this Warrant.

        

            Section
        3.      Transferability and Form of Warrant

        

        
                
        3.1.       Limitation on Transfer. Any assignment
        or transfer of a Warrant shall be made by the presentation and surrender of the Warrant to
        the Company at its principal office or the office of its transfer agent, if any,
        accompanied by a duly executed Assignment Form. Upon the presentation and surrender of
        these items to the Company, the Company, at its sole expense, shall execute and deliver to
        the new Holder or Holders a new Warrant or Warrants, in the name of the new Holder or
        Holders as named in the Assignment Form, and the Warrant presented or surrendered shall at
        that time be canceled.

        

        
                3.2.       
        Exchange of Certificate. Any Warrant may be exchanged for another certificate or
        certificates entitling the Warrantholder to purchase a like aggregate number of Shares as
        the certificate or certificates surrendered then entitled such Warrantholder to purchase.
        Any Warrant holder desiring to exchange a Warrant shall make such request in writing
        delivered to the Company, and shall surrender, properly endorsed, with signatures
        guaranteed, the certificate evidencing the Warrant to be so exchanged. Thereupon, the
        Company shall execute and deliver to the person entitled thereto a new Warrant as so
        requested.

        

        
                3.3.       
        Mutilated, Lost, Stolen, or Destroyed Certificate. In case the certificate or
        certificates evidencing the Warrants shall be mutilated, lost, stolen or destroyed, the
        Company shall, at the request of the Warrantholder, issue and deliver in exchange and
        substitution for and upon cancellation of the mutilated certificate or certificates, or in
        lieu of and substitution for the certificate or certificates lost, stolen or destroyed, a
        new Warrant or certificates of like tenor and representing an equivalent right or interest,
        but only upon receipt of evidence satisfactory to the Company of such loss, theft or
        destruction of such Warrant and a bond of indemnity, if requested, also satisfactory in
        form and amount, at the applicant’s cost. Applicants for such substitute Warrant
        shall also comply with such other reasonable regulations and pay such other reasonable
        charges as the Company may prescribe.

        

            Section
        4.      Adjustment of Number of Shares.

        

        
                The
        number and kind of securities purchasable upon the exercise of the Warrants and the Warrant
        Price shall be subject to adjustment from time to time upon the happening of certain
        events, as follows:

        

        
                4.1.       
        Adjustments. The number of Shares purchasable upon the exercise of the Warrants
        shall be subject to adjustments as follows:

        

        	 
                	
                        (a)       
                In case the Company shall (i) pay a dividend in Common Stock or make a distribution
                to its stockholders in Common Stock, (ii) subdivide its outstanding Common Stock,
                (iii) combine its outstanding Common Stock into a smaller number of shares of
                Common Stock, or (iv) issue by reclassification of its Common Stock other
                securities of the Company, the number of Shares purchasable upon exercise of the
                Warrants immediately prior thereto shall be adjusted so that the Warrant holder
                shall be entitled to receive the kind and number of Shares or other securities of
                the Company which it would have owned or would have been entitled to receive
                immediately after the happening of any of the events described above, had the
                Warrants been exercised immediately prior to the happening of such event or any
                record date with respect thereto. Any adjustment made pursuant to this subsection
                4.1.(a) shall become effective immediately after the effective date of such event
                retroactive to the record date, if any, for such event. 


        

        
        


        
        

        

        	 
                	
                        (b)       
                [Omitted.] 


        

        

        	 
                	
                        (c)       
                [Omitted.] 


        

        

        	 
                	
                        (d)       
                No adjustment in the number of Shares purchasable pursuant to the Warrants shall be
                required unless such adjustment would require an increase or decrease of at least
                one percent in the number of Shares then purchasable upon the exercise of the
                Warrants or, if the Warrants are not then exercisable, the number of Shares
                purchasable upon the exercise of the Warrants on the first date thereafter that the
                Warrants become exercisable; provided, however, that any adjustments which by
                reason of this subsection (4.1(d)) are not required to be made immediately shall be
                carried forward and taken into account in any subsequent adjustment. 


        

        

        	 
                	
                        (e)       
                Whenever the number of Shares purchasable upon the exercise of the Warrant is
                adjusted, as herein provided, the Exercise Price payable upon exercise of the
                Warrant shall be adjusted by multiplying such Exercise Price immediately prior to
                such adjustment by a fraction, of which the numerator shall be the number of
                Warrant Shares purchasable upon the exercise of the Warrant immediately prior to
                such adjustment, and of which the denominator shall be the number of Warrant Shares
                so purchasable immediately thereafter. 


        

        

        	 
                	
                        (f)       
                Whenever the number of Shares purchasable upon exercise of the Warrants is adjusted
                as herein provided, the Company shall cause to be promptly mailed to the
                Warrantholder by first class mail, postage prepaid, notice of such adjustment and a
                certificate of the chief financial officer of the Company setting forth the number
                of Shares purchasable upon the exercise of the Warrants after such adjustment, a
                brief statement of the facts requiring such adjustment and the computation by which
                such adjustment was made. 


        

        

        	 
                	
                        (g)       
                For the purpose of this Section 4.1, the term “Common Stock” shall mean
                (i) the class of stock designated as the Common Stock of the Company at the date of
                this Agreement, or (ii) any other class of stock resulting from successive changes
                or reclassifications of such Common Stock consisting solely of changes in par
                value, or from par value to no par value, or from no par value to par value. In the
                event that at any time, as a result of an adjustment made pursuant to this Section
                4, the Warrantholder shall become entitled to purchase any securities of the
                Company other than Common Stock, (y) if the Warrantholder’s right to purchase
                is on any other basis than that available to all holders of the Company’s
                Common Stock, the Company shall obtain an opinion of an independent investment
                banking firm valuing such other securities and (z) thereafter the number of such
                other securities so purchasable upon exercise of the Warrants shall be subject to
                adjustment from time to time in a manner and on terms as nearly equivalent as
                practicable to the provisions with respect to the Shares contained in this Section
                (4.) 


        

        

        	 
                	
                        (h)       
                [Omitted.] 


        

        

            
            4.2.        No Adjustment for
        Dividends. Except as provided in Section 4.1, no adjustment in respect of any dividends
        or distributions out of earnings shall be made during the term of the Warrants or upon the
        exercise of the Warrants.

        

            
            4.3.
               [Omitted.]

        
        


        
        

        

            
            4.4.              
        Preservation of Purchase Rights upon Reclassification, Consolidation, etc. In case the
        Company after the original issue date of this Warrant shall do any of the following (each,
        a “Triggering Event”): (a) consolidate or merge with or into any other Person
        and the Company shall not be the continuing or surviving legal entity as a result of such
        consolidation or merger, or (b) permit any other Person to consolidate with or merge into
        the Company and the Company shall be the continuing or surviving Person but, in connection
        with such consolidation or merger, any Common Stock of the Company shall be changed into or
        exchanged for securities of any other Person or cash or any other property, or (c) transfer
        all or substantially all of its properties or assets to any other Person, or (d) effect a
        capital reorganization or reclassification of its Common Stock(,) then, and in the case of
        each such Triggering Event, proper provision shall be made so that, upon the basis and the
        terms and in the manner provided in this Warrant, the Holder of this Warrant shall be
        entitled upon the exercise hereof at any time after the consummation of such Triggering
        Event, to the extent this Warrant is not exercised prior to such Triggering Event, to
        receive at the Exercise Price in effect at the time immediately prior to the consummation
        of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this
        Warrant prior to such Triggering Event, the securities, cash and property to which such
        Holder would have been entitled upon the consummation of such Triggering Event if such
        Holder had exercised the rights represented by this Warrant immediately prior thereto
        (including the right of a shareholder to elect the type of consideration it will receive
        upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as
        nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4;
        provided, however, (A) (1) upon the consummation of a Triggering Event described in clauses
        (a), (b) or (c) of the definition thereof (but not clause (d) of such definition) in which
        the consideration payable consists of cash or (2) upon the consummation of a Triggering
        Event described in clauses (a), (b) or (c) of the definition thereof (but not clause (d) of
        such definition) in which the consideration payable consists of securities of a surviving
        entity that is not a public company with such securities registered pursuant to the
        Securities Exchange Act of 1934, as amended, or such securities are not listed or quoted on
        a national securities exchange, national automated quotation system or the OTC Bulletin
        Board, then in either case the Holder at its option may(,) instead of receiving such
        consideration to which such Holder would have been entitled upon exercise of this Warrant,
        elect to receive an amount in cash upon consummation of such Triggering Event equal to the
        value of this Warrant immediately prior to the consummation of such Triggering Event
        calculated in accordance with the Black-Scholes formula or (B) upon the consummation of a
        Triggering Event described in clauses (a), (b) or (c) of the definition thereof (but not
        clause (d) of such definition) in which the consideration payable does not trigger clause
        (A) of this sentence, the Holder at its option may(,) instead of receiving the
        consideration to which such Holder would have been entitled upon exercise of this Warrant,
        elect to receive an amount of such consideration with a value upon consummation of such
        Triggering Event equal to the value of this Warrant immediately prior to the consummation
        of such Triggering Event calculated in accordance with the Black-Scholes formula. The
        provisions of this Section 4.4 shall similarly apply to successive Triggering Events, but
        the payment of any Black-Scholes amount pursuant to the foregoing sentence shall result in
        the termination of this Warrant.

        

            
            4.5.        Par Value of
        Shares of Common Stock. Before taking any action which would cause an adjustment
        effectively reducing the portion of the Exercise Price allocable to each Share below the
        par value per share of the Common Stock issuable upon exercise of the Warrants, the Company
        will take any corporate action which may, in the opinion of its counsel, be necessary in
        order that the Company may validly and legally issue fully paid and nonassessable Common
        Stock upon exercise of the Warrants.

        

            
            4.6.        Independent
        Public Accountants. The Company may retain a firm of independent public accountants of
        recognized national standing (which may be any such firm regularly employed by the Company)
        to make any computation required under this Section 4, and a certificate signed by such
        firm shall be conclusive evidence of the correctness of any computation made under this
        Section 4.

        

            
            4.7.       
        [Omitted.]

        

            
            4.8.        Treasury
        Stock. For purposes of this Section 4, shares of Common Stock owned or held at any
        relevant time by, or for the account of, the Company, in its treasury or otherwise, shall
        not be deemed to be outstanding for purposes of the calculations and adjustments
        described.

        

            Section
        5.     Payment of Exercise Price

        

        
                The
        payment of the Exercise Price shall be made in cash or by check or any combination
        thereof.

        

            Section
        6.      Notice to Holders. 

        

        
                If,
        prior to the expiration of this Warrant either by its terms or by its exercise in full, any
        of the following shall occur:

        

        
                (a)
           the Company shall declare a dividend or authorize any other distribution on
        its Common Stock; or

        
        


        
        

        

        
                (b)
           the Company shall authorize the granting to the shareholders of its Common
        Stock of rights to subscribe for or purchase any securities or any other similar rights;
        or

        

        
                (c)
           any reclassification, reorganization or similar change of the Common Stock, or
        any consolidation or merger to which the Company is a party, or the sale, lease, or
        exchange of any significant portion of the assets of the Company; or

        

        
                (d)
           the voluntary or involuntary dissolution, liquidation or winding up of the
        Company; or

        

        
                (e)
           any purchase, retirement or redemption by the Company of its Common
        Stock;

        

        then, and in any such case, the
        Company shall deliver to the Holder or Holders written notice thereof at least 30 days
        prior to the earliest applicable date specified below with respect to which notice is to be
        given, which notice shall state the following:

        

        
                (x)
           the date on which a record is to be taken for the purpose of such dividend,
        distribution or rights, or, if a record is not to be taken, the date as of which the
        shareholders of Common Stock of record to be entitled to such dividend, distribution or
        rights are to be determined;

        

        
                (y)
           the date on which such reclassification, reorganization, consolidation,
        merger, sale, transfer, dissolution, liquidation, winding up or purchase, retirement or
        redemption is expected to become effective, and the date, if any, as of which the
        Company’s shareholders of Common Stock of record shall be entitled to exchange their
        Common Stock for securities or other property deliverable upon such reclassification,
        reorganization, consolidation, merger, sale, transfer, dissolution, liquidation, winding
        up, purchase, retirement or redemption; and

        

        
                (z)
          if any matters referred to in the foregoing clauses (x) and (y) are to be voted
        upon by shareholders of Common Stock, the date as of which those shareholders to be
        entitled to vote are to be determined.

        

        
                
        Section 7.     Officers’ Certificate. 

        

        
                Whenever
        the Exercise Price or the aggregate number of Warrant Securities purchasable pursuant to
        this Warrant shall be adjusted as required by the provisions of Section 4 above, the
        Company shall promptly file with its Secretary or an Assistant Secretary at its principal
        office, and with its transfer agent, if any, an officers’ certificate executed by the
        Company’s President and Secretary or Assistant Secretary, describing the adjustment
        and setting forth, in reasonable detail, the facts requiring such adjustment and the basis
        for and calculation of such adjustment in accordance with the provisions of this
        Warrant.  Each such officers’ certificate shall be made available to the Holder
        or Holders of this Warrant for inspection at all reasonable times, and the Company, after
        each such adjustment, shall promptly deliver a copy of the officers’ certificate
        relating to that adjustment to the Holder or Holders of this Warrant.  Failure to
        prepare or provide the officers’ certificate shall not modify the
        parties’rights hereunder.

        

        
                
        Section 8.     Reservation of Warrant Securities. 

        

        
                There
        has been reserved, and the Company shall at all times keep reserved so long as the Warrants
        remain outstanding, out of its authorized and unissued Common Stock, such number of shares
        of Common Stock as shall be subject to purchase under the Warrants. Every transfer agent
        for the Common Stock and other securities of the Company issuable upon the exercise of the
        Warrants will be irrevocably authorized and directed at all times to reserve such number of
        authorized shares and other securities as shall be requisite for such purpose. The Company
        will keep a copy of this Agreement on file with every transfer agent for the Common Stock
        and other securities of the Company issuable upon the exercise of the Warrants. The Company
        will supply every such transfer agent with duly executed stock and other certificates, as
        appropriate, for such purpose and will provide or otherwise make available any cash which
        may be payable as provided in Section 14 hereof.

        
        


        
        

        

        
                
        Section 9.      Restrictions on Transfer; Registration
        Rights.

        

            
            9.1.        Restrictions on
        Transfer. The Warrantholder agrees that prior to making any disposition of the
        Warrants, the Warrantholder shall give written notice to the Company describing briefly the
        manner in which any such proposed disposition is to be made; and no such disposition shall
        be made if the Company has notified the Warrantholder that in the opinion of counsel
        reasonably satisfactory to the Warrantholder, there is no applicable exemption from the
        registration requirements under the Act available for the disposition, and a registration
        statement or other notification or post-effective amendment thereto (hereinafter
        collectively a “Registration Statement”) under the Act is required with respect
        to such disposition and no such Registration Statement has been filed by the Company with,
        and declared effective, if necessary, by, the Commission.

        

            
            9.2.        Registration
        Rights. In the event the Company proposes to register any of its securities under the
        Securities Act of 1933, as amended, at any time when the Warrantholder holds this Warrant
        (but prior to the Expiration Date) or any Warrant Securities, by filing any form of
        registration statement (other than Form S-4 or Form S-8 or the successor form of either of
        them that would legally permit the inclusion of the Warrant Securities, the Company shall
        give the Warrantholder written notice thereof as soon as practicable but in no event less
        than 30 days prior to the filing of such registration statement, and shall provide the
        Warrantholder an opportunity to include in such registration all Warrant Securities
        requested by the Warrantholder in writing to be included therein. If the Warrantholder
        chooses to include in any such registration statement all or any part of the Warrant
        Securities it holds or has the right to purchase upon exercise of this Warrant, the
        Warrantholder shall, within 10 days after the above-described notice from the Company, so
        notify the Company in writing. Such notice shall state the intended method of disposition
        of the Warrant Securities by the Warrantholder. If the Warrantholder decides not to include
        all of the Warrant Securities in any registration statement thereafter filed by the
        Company, the Warrantholder shall nevertheless continue to have the right to include any
        Warrant Securities in any subsequent registration statement or registration statements as
        may be filed by the Company, all upon the terms and conditions set forth herein. If the
        registration statement for which the Warrantholder has registration rights under this
        Warrant is for an underwritten offering, the Company shall so advise the Holder. The right
        of the Warrantholder to be included in a registration pursuant to this Warrant shall be
        conditioned upon the Warrantholder’s participation in such underwriting and the
        inclusion of the Warrant Securities in the underwriting to the extent provided herein. If
        the Warrantholder elects to participate in such offering, the Warrantholder shall enter
        into an underwriting agreement in customary form with the underwriter or underwriters
        selected for such underwriting by the Company. Notwithstanding any other provision of this
        Warrant, the Company, upon advice from its underwriters, reserves the right to reduce (on a
        pro rata basis) or eliminate the number of shares that may be included in the underwriting
        based upon a good faith determination that marketing factors require a limitation or
        elimination of the number of shares to be underwritten. If the Warrantholder disapproves of
        the terms of any such underwriting, the Warrantholder may elect to withdraw therefrom by
        written notice to the Company and the underwriter, delivered at least 10 business days
        prior to the effective date of the registration statement. The Company shall bear the costs
        of each registration in which the Warrantholder participates pursuant to this Section 9.2,
        but excluding any underwriting discounts or commissions on the sale of Warrant
        Securities.

        

            
            Section 10.     Payment of
        Taxes.

        

        
                The
        Company will pay all documentary stamp taxes, if any, attributable to the initial issuance
        of the Warrants or the securities comprising the Shares; provided, however, the Company
        shall not be required to pay any tax which may be payable in respect of any transfer of the
        Warrants or the securities comprising the Shares.

        

            
            Section 11.     Transfer to Comply With the
        Securities Act of 1933

        

        
                This
        Warrant, the Warrant Securities, and all other securities issued or issuable upon exercise
        of this Warrant, may not be offered, sold or transferred, in whole or in part, except in
        compliance with the Act, and except in compliance with all applicable state securities
        laws. The Company may cause substantially the following legends, or their equivalents, to
        be set forth on each certificate representing the Warrant Securities, or any other security
        issued or issuable upon exercise of this Warrant, not theretofore distributed to the public
        or sold to underwriters, as defined by the Act, for distribution to the public pursuant to
        Section 8 above:

        

            
            (a)        “THE SHARES
        REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT UNDER SAID ACT UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
        COMPANY, SUCH REGISTRATION IS NOT REQUIRED.”

        
        


        
        

        

            
            (b)              
        Any legend required by applicable state securities laws.

        

        
                Any
        certificate issued at any time in exchange or substitution for any certificate bearing such
        legends (except a new certificate issued upon completion of a public distribution pursuant
        to a registration statement under the Securities Act of 1933, as amended (the
        “Act”), or the securities represented thereby) shall also bear the above
        legends unless, in the opinion of the Company’s counsel, the securities represented
        thereby need no longer be subject to such restrictions.

        

            
            Section 12.    Fractional Shares

        

        
                
        No fractional shares or scrip representing fractional shares shall be issued upon the
        exercise of all or any part of this Warrant.  With respect to any fraction of a share
        of any security called for upon any exercise of this Warrant, the Company shall pay to the
        Holder an amount in money equal to that fraction multiplied by the Current Market Price of
        that share. 

        

            
            Section 13.     No Rights as Stockholder;
        Notices to Warrantholder. 

        

        
                
        This Warrant does not entitle the Holder to any voting or other rights as a stockholder of
        the Company prior to exercise and payment for the Exercise Price in accordance with the
        terms hereof. The Company covenants, however, that for so long as this Warrant is at least
        partially unexercised, it will furnish any Holder of this Warrant with copies of all
        reports and communications furnished to the shareholders of the Company. In addition, if at
        any time prior to the expiration of the Warrants and prior to their exercise, any one or
        more of the following events shall occur:

        

        	
                	
                    
                        (a)              
                    any action which would require an adjustment pursuant to Section 4.1 or 4.4;
                    or

                


        

        

        	
                	
                    
                        (b)              
                    a dissolution, liquidation, or winding up of the Company (other than in
                    connection with a consolidation, merger, or sale of its property, assets, and
                    business as an entirety or substantially as an entirety) shall be
                    proposed:

                


        

        

        then the Company shall give notice
        in writing of such event to the Warrantholder, as provided in Section 16 hereof, at least
        20 days prior to the date fixed as a record date or the date of closing the transfer books
        for the determination of the stockholders entitled to any relevant dividend, distribution,
        subscription rights or other rights or for the determination of stockholders entitled to
        vote on such proposed dissolution, liquidation, or winding up. Such notice shall specify
        such record date or the date of closing the transfer books, as the case may be. Failure to
        mail or receive notice or any defect therein shall not affect the validity of any action
        taken with respect thereto.

        

            
            Section 14.     Charges Due Upon
        Exercise. 

        

        
                The
        Company shall pay any and all issue or transfer taxes, including, but not limited to, all
        federal or state taxes, that may be payable with respect to the transfer of this Warrant or
        the issue or delivery of Warrant Securities upon the exercise of this Warrant.

        

            
            Section 15.     Warrant Securities to be
        Fully Paid 

        

        
                The
        Company covenants that all Warrant Securities that may be issued and delivered to a Holder
        of this Warrant upon the exercise of this Warrant and payment of the Exercise Price will
        be, upon such delivery, validly and duly issued, fully paid and nonassessable.

        
        


        
        

        

            
            Section 16.     Notices 

        

        
                
        Any notice pursuant to this Agreement by the Company or by a Warrantholder or a holder of
        Shares shall be in writing and shall be deemed to have been effectively upon personal
        delivery to the party to be notified upon deposit with the United States Post Office, by
        registered or certified mail, postage prepaid and addressed:

        

            
            (a)        If to a Warrantholder
        or a holder of Shares, addressed to the address set forth above.

        

            
            (b)        If to the Company
        addressed to it at 10855 Dover St., Suite 1000, Westminster, CO 80021-3936, Attention:
        Secretary.

        

        
                Each
        party may from time to time change the address to which notices to it are to be delivered
        or mailed hereunder by notice in accordance herewith to the other party.

        

            
            Section 17.     Merger or Consolidation of
        the Company.

        

        
                The
        Company will not merge or consolidate with or into any other corporation or sell all or
        substantially all of its property to another corporation, unless the provisions of Section
        4.4 are complied with.

        

            
            Section 18.     Applicable
        Law

        

        
                
        This Warrant shall be governed by and construed in accordance with the laws of the State of
        Colorado, and courts located in Larimer County, Colorado, shall have exclusive jurisdiction
        over all disputes arising hereunder.

        

            
            Section 19.    
        Arbitration. 

        

        
                The
        Company and the Holder, and by receipt of this Warrant or any Warrant Securities, all
        subsequent Holders or holders of Warrant Securities, agree to submit all controversies,
        claims, disputes and matters of difference with respect to this Warrant, including, without
        limitation, the application of this Section 19 to arbitration in Denver, Colorado,
        according to the rules and practices of the American Arbitration Association from time to
        time in force; provided, however, that if such rules and practices conflict with the
        applicable procedures of Colorado courts of general jurisdiction or any other provisions of
        Colorado law then in force, those Colorado rules and provisions shall govern.  This
        agreement to arbitrate shall be specifically enforceable.  Arbitration may proceed in
        the absence of any party if notice of the proceeding has been given to that party. 
        The parties agree to abide by all awards rendered in any such proceeding(.)  These
        awards shall be final and binding on all parties to the extent and in the manner provided
        by the rules of civil procedure enacted in Colorado(.)  All awards may be filed, as a
        basis of judgment and of the issuance of execution for its collection, with the clerk of
        one or more courts, state or federal, having jurisdiction over either the party against
        whom that award is rendered or its property.  No party shall be considered in default
        hereunder during the pendency of arbitration proceedings relating to that
        default.

        

            
            Section 20.     Acceptance of Terms;
        Successors.

        

        
                By
        its acceptance of this Warrant Certificate, the Holder accepts and agrees to comply with
        all of the terms and provisions hereof. All the covenants and provisions of this Warrant
        Certificate by or for the benefit of the Company or the Holder shall bind and inure to the
        benefit of their respective successors and assigns hereunder.

        

            
            Section 21.     Miscellaneous
        Provisions

        

            
            (a)        Subject to the terms
        and conditions contained herein, this Warrant shall be binding on the Company and its
        successors and shall inure to the benefit of the original Holder, its successors and
        assigns and all holders of Warrant Securities and the exercise of this Warrant in full
        shall not terminate the provisions of this Warrant as it relates to holders of Warrant
        Securities.

        

            
            (b)        If the Company fails
        to perform any of its obligations hereunder, it shall be liable to the Holder for all
        damages, costs and expenses resulting from the failure, including, but not limited to, all
        reasonable attorney’s fees and disbursements.

        
        


        
        

        

            
            (c)              
        This Warrant cannot be changed or terminated or any performance or condition waived in
        whole or in part except by an agreement in writing signed by the party against whom
        enforcement of the change, termination or waiver is sought; provided, however, that any
        provisions hereof may be amended, waived, discharged or terminated upon the written consent
        of the Company and the Holder(.)

        

            
            (d)        If any provision of
        this Warrant shall be held to be invalid, illegal or unenforceable, such provision shall be
        severed, enforced to the extent possible, or modified in such a way as to make it
        enforceable, and the invalidity, illegality or unenforceability shall not affect the
        remainder of this Warrant.

        

            
            (e)        The Company agrees to
        execute such further agreements, conveyances, certificates and other documents as may be
        reasonably requested by the Holder to effectuate the intent and provisions of this
        Warrant.

        

            
            (f)        Paragraph headings
        used in this Warrant are for convenience only and shall not be taken or construed to define
        or limit any of the terms or provisions of this Warrant.  Unless otherwise provided,
        or unless the context shall otherwise require, the use of the singular shall include the
        plural and the use of any gender shall include all genders.

        

        Dated: September --,
        (2007)


        	
                	
                
	
                	
                
	
                	SECURITY WITH ADVANCED
                TECHNOLOGY, INC.

                

                

                

                By:_______________________________

                

                      Scott G. Sutton

                      President and CEO 


        
        


        
        


        

        

        
        EXHIBIT 1

         


        
        PURCHASE FORM


        
        Dated
                  
        ,

         


        
             The undersigned
        hereby irrevocably elects to exercise the Warrant represented by this Warrant Certificate
        to the extent of purchasing
             
        Shares of
        Security With Advanced Technology,
        Inc., and hereby tenders payment of the
        exercise price thereof.


        


        
        INSTRUCTIONS FOR REGISTRATION OF STOCK

         


        
             Name          
                                      
                       


        
        (please type or print in block
        letters)


        


        
             Address     
                                           
                  

         


        
        ........................................................................................................................................


        


        
        ASSIGNMENT FORM

         


        
             FOR VALUE
        RECEIVED,
                            
        , hereby sells, assigns and transfers
        unto


        


        
             Name          
                                      
                       


        
        (Please type or print in block
        letters)


        


        
             Address     
                                           
                  

         


        
        the right to purchase Shares of
        Security With Advanced Technology, Inc
        represented by this Warrant Certificate to the extent of
             


        Shares as to which such right is exercisable
        and does hereby irrevocably constitute and appoint


        
                       
        attorney, to transfer the same on the books of
        the Company with full power of substitution in the premises.


        


        
             Signature     
                            
             
        Dated     
                  


         


        
        Notice: the signature on this assignment
        must correspond with the name as it appears upon the face of this Warrant Certificate in
        every particular, without alteration or enlargement or any change whatever.


        
        ...........................................................................................................................................


        

        
        


        

        

        
        Exhibit C: Use of
        Proceeds


        


        
        The net proceeds from this
        Offering,
         after deduction of commissions and
        estimated expenses (totaling an
        estimated $135,000 for the minimum and $185,000 for the maximum), will be
        approximately $2,617,000
        if only the
        
        minimum of
        860,000
        
        “B” Warrants are exercised
        (“Minimum
        Offering”)
        , and approximately $3,792,600
        if the
        total outstanding maximum 1,243,000 
        “B” Warrants are exercised
        (“
        Maximum Offering”)
        .
        This assumes a net cash exercise price of
        $3.20 per “B” Warrant. We
        intend to use these net proceeds as follows:


        


        


        	
                 	
                    
                    Minimum

                	
                    
                    Maximum

                
	
                    
                    Sales, Marketing and
                    Promotion

                	
                    
                    $ 600,000

                	
                    
                    $ 900,000

                
	
                    
                    Inventory and Minimum Order
                    Items

                	
                    
                    1,200,000

                	
                    
                    2,000,000

                
	
                    
                    Tooling

                	
                    
                    100,000

                	
                    
                    200,000

                
	
                    
                    Working Capital

                	
                    
                    717,000

                	
                    
                    692,600

                
	
                 	
                 	
                 
	
                    
                         Total

                	
                    
                    $2,617,000

                	
                    
                    $3,792,600

                


        

        


        


        
        Working capital includes normal operating
        expenses.


        


        
        If the Maximum Offering is
        funded
        , the net proceeds, current cash position and
        expected revenue generation are
        expected to meet our capital and operating requirements for a period of
        approximately nine to twelve
        months. If only the Minimum Offering
        is funded
        , the net proceeds, current cash position and
        expected revenue generation are
        expected to satisfy our capital and operating requirements for
        five to
        six months. We will retain broad discretion
        in the allocation and use of the net proceeds designated as working capital.


        


        
        The Company is negotiating with a financial consultant for
        the payment of a financial consulting fee for services in connection with this transaction.
        Depending upon the level of the warrant conversion, we may agree to pay a consultant a fee
        of up to 8% of the total proceeds generated, of which no more than one-half would be
        payable in cash and the balance settled by selling the
        consultant, for nominal consideration,
        "B" Replacement Warrants
        to purchase shares of
        Common Stock equal to 49,700 B Replacement Warrants if the maximum 1,243,000 "B" Warrant
        conversion occurs, or a pro rata lesser amount if less are converted.


        


        
        The foregoing table represents our best
        estimate of the allocation of the net proceeds of this
        Offering
        based on the current status of our
        business and our planned future growth
        and operations. This estimate is based on multiple assumptions, some of which are quite
        speculative. If one of more of these
        assumptions proves
        materially incorrect, we may find it
        necessary to reallocate a portion of
        the net proceeds within the above categories or even use substantial proceeds for other
        purposes, including repayment of additional debt. Our estimates may prove to be inaccurate,
        we may undertake activities that will
        require material additional expenditures,
        or unforeseen material expenses may
        occur.


        


        
        Pending the application of these net proceeds, we intend to invest them in short-term
        interest-bearing securities which possess investment-grade status.


        


        
               While we intend to apply the proceeds as indicated,
        the Company’s board of directors may vary the use of proceeds as good business
        judgment dictates.