**WARRANT
      CLARIFICATION AGREEMENT**







This
      Warrant Clarification Agreement (this “Agreement”), dated August 11, 2006, is to
      the Warrant Agreement, dated as of January 24, 2006 (the “Warrant Agreement”),
      by and between Argyle Security Acquisition Corporation, a Delaware corporation,
      with offices at 200 Concord Plaza, Suite 700, San Antonio, Texas 78216
      (“Company”), and American Stock Transfer & Trust Company, a New York
      corporation, with offices at 6201 15 th Avenue,
      Brooklyn, New York 11219 (“Warrant Agent”).




**WHEREAS** ,
      Section
      9.8 of the Warrant Agreement provides that the parties to the Warrant Agreement
      may amend the Warrant Agreement without the consent of any registered holder
      for
      the purpose of curing any ambiguity, or of curing, correcting or supplementing
      any defective provision contained therein or adding or changing any other
      provisions with respect to matters or questions arising under the Warrant
      Agreement as the parties may deem necessary or desirable and that the parties
      deem shall not adversely affect the interest of the registered
      holders;




**WHEREAS,** as
      a
      result of certain questions that have arisen regarding the accounting treatment
      applicable to the Warrants, the parties hereto deem it necessary and desirable
      to amend the Warrant Agreement to clarify that the registered holders do not
      have the right to receive a net cash settlement in the event the Company does
      not maintain a current prospectus relating to the common stock issuable upon
      exercise of the warrants at the time such warrants are exercisable.




**NOW,
      THEREFORE** ,
      in
      consideration of the mutual agreements contained herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      to amend the Warrant Agreement as set forth herein.




1.  Warrant
      Agreements .
      The
      undersigned hereby agree that the Warrant Agreement is hereby amended by adding
      the following last sentence to Section 3.3.2:




“In
      no
      event will the registered holder of a Warrant be entitled to receive a net-cash
      settlement or other consideration in lieu of physical settlement in shares
      of
      Common Stock if the Common Stock underlying the Warrants is not covered by
      an
      effective registration statement.”




2.  Miscellaneous .




a.  Governing
      Law; Jurisdiction .
      The
      validity, interpretation, and performance of this Agreement shall be governed
      in
      all respects by the laws of the State of New York, without giving effect to
      conflict of laws. The Company hereby agrees that any action, proceeding or
      claim
      against it arising out of or relating in any way to this Agreement shall be
      brought and enforced in the courts of the State of New York or the United States
      District Court for the Southern District of New York, and irrevocably submits
      to
      such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenience forum. Any such process or summons to be served
      upon
      the Company may be served by transmitting a copy thereof by registered or
      certified mail, return receipt requested, postage prepaid, addressed to it
      in
      care of the address set forth above or such other address as the undersigned
      shall furnish in writing to the other. Such mailing shall be deemed personal
      service and shall be legal and binding upon the Company in any action,
      proceeding or claim.







b.  Responsibility
      of the Warrant Agent .
      The
      Warrant Agent has no responsibility for the correctness of the recitals above
      which shall be taken as statements of the Company, and makes no representations
      as to the validity, sufficiency or enforceability of this
      Agreement.




c.  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and assigns.




d.  Entire
      Agreement .
      This
      Agreement sets forth the entire agreement and understanding between the parties
      as to the subject matter thereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among them.
      Except as set forth in this Agreement, provisions of the original Warrant
      Agreement which are not inconsistent with this Agreement shall remain in full
      force and effect. This Agreement may be executed in counterparts.




e.  Severability .
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable


NY504891.2
 207873-10002







IN
      WITNESS WHEREOF, the parties hereto have executed this Warrant Clarification
      Agreement as of the date first written above.




ARGYLE
                SECURITY ACQUISTION CORPORATIONBy:
            /s/ Ron
              ChaimovakiName:
            Ron
              ChaimovskiTitle:
            Co-CEO
              and Vice
              Chairman




AMERICAN
                STOCK TRANSFER & TRUST COMPANYBy:
            /s/ Herb
              LemmerName:
            Herb
              LemmerTitle:
            Vice
              President