X0202 4 2008-01-16 0 0001216199 Security With Advanced Technology, Inc. SWAT 0001008071 PUSEY GREGORY 106 S. UNIVERSITY BOULEVARD #14 DENVER CO 80209 1 1 0 0 Secretary Common Stock 11007 I By Cambridge Holdings Ltd Common Stock 134448 I By spouse Common Stock 476314 D Option (Right to Buy) 4.93 2007-05-05 2016-05-04 Common Stock 20000 20000 D Option (Right to Buy) 3.50 2005-10-29 2014-10-28 Common Stock 54348 54348 D Option (Right to Buy) 3.50 2005-03-02 2015-03-01 Common Stock 21739 21739 D Warrant (Right to Buy) 5.15 2005-08-25 2007-06-23 Common Stock 2431 2431 D Warrant (Right to Buy) 9.00 2005-08-25 2010-07-18 Common Stock 1000 1000 D Warrant (Right to Buy) 9.0 2005-08-25 2010-07-18 Common Stock 5000 5000 I By Cambridge Holdings Ltd Warrant (Right to Buy) 4.75 2007-04-01 2010-10-01 Common Stock 12000 12000 D Series B Convertible Preferred Stock 0 2008-07-01 Common Stock 30000 3000 D Warrant (Right to Buy) 9.00 2007-04-01 2010-07-18 Common Stock 7000 7000 I By spouse Warrant (Right to Buy) 4.75 2007-04-01 2010-10-01 Common Stock 14000 14000 I By spouse Series B Convertible Preferred Stock 0 2008-07-01 Common Stock 10500 1050 I By spouse Option (Right to Buy) 1.21 2008-01-16 4 A 0 50000 0 A 2009-01-16 2018-01-15 Common Stock 50000 50000 D The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Includes 5,000 shares of Common Stock issuable upon exercise of warrants, whether or not presently exercisable. Reporting Person is President, director and principal shareholder of Cambridge Holdings Ltd. Includes (a) 12,575 shares of Common Stock held by Gregory Pusey IRA, (b) 1,000 shares of Common Stock issuable upon exercise of warrants, whether or not presently exercisable, held by Gregory Pusey IRA, (c) 146,087 shares of Common Stock underlying options to purchase Common Stock, whether or not presently exercisable, (d) 14,431 shares of Common Stock issuable upon exercise of warrants, whether or not presently exercisable, and (e) 30,000 shares of Common Stock issuable upon conversion of shares of Series B Convertible Preferred Stock, whether or not presently convertible. Includes (a) 29,260 shares of Common Stock held by Reporting Person's spouse as custodian for child, (b) 8,760 shares of Common Stock held by Jill Pusey, IRA, the investment retirement account of the Reporting Person's spouse, (c) 21,000 shares of Common Stock issuable upon exercise of warrants, whether or not presently exercisable, and (d) 10,500 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock, whether or not presently convertible, held by Reporting Person's spouse as custodian for child. Option vests annually in three equal annual installments, beginning on this date. Option held by Gregory Pusey IRA. Held by the Reporting Person's spouse as custodian for the Reporting Person's child. No expiration date. Each share of the Series B Convertible Preferred Stock is for no further consideration, convertible into 10 shares of the issuer's Common Stock upon the later of (i) July 1, 2008 or (ii) the date upon which the issuer's shareholders approve the conversion of the Series B Convertible Preferred Stock. Option was granted for no consideration. /s/ Jill Pusey as attorney-in-fact 2008-01-29