Exhibit 10.17

REGISTRATION RIGHTS AGREEMENT

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

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

        The Company and the Investors hereby agree as follows:

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

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

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

“COMMISSION” means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    2.        Registration .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    (i)        Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registrat