FACILITY
      B LOAN NOTE

    


    
      	
               

            	
              No.
                _____________

            
	
              $5,000,000.00

            	
              Date:
                as of October 3, 2008

            
	
              Chicago,
                Illinois

            	
              Due
                Date: October 3, 2011

            


    

    


    FOR
      VALUE
      RECEIVED, ISI
      SECURITY GROUP, INC.,
      a
      Delaware corporation, (f/k/a ISI DETENTION CONTRACTING GROUP, INC.)   (the
“Borrower”),
      whose
      address is 12903 Delivery Drive, San Antonio, Texas 78247, promises to pay
      to the order of THE
      PRIVATEBANK AND TRUST COMPANY,
      an
      Illinois banking corporation (hereinafter, together with any holder hereof,
      the
“Bank”),
      whose
      address is 70 W. Madison, 2nd floor,
      Chicago, Illinois 60602, on or before October 3, 2011 (the “Facility B
      Loan Scheduled Maturity Date”),
      the
      lesser of (i) five million and 00/100 dollars ($5,000,000.00), or
      (ii) the aggregate principal amount of the Facility B
      Loan
      outstanding under and pursuant to that certain Loan and Security Agreement
      dated
      as of the date hereof, executed by and between the Borrower and the Bank, as
      amended from time to time (as amended, supplemented or modified from time to
      time, the “Loan
      Agreement”),
      and
      made available by the Bank to the Borrower at the maturity or maturities and
      in
      the amount or amounts stated on the records of the Bank, together with interest
      (computed on the actual number of days elapsed on the basis of a 360 day year)
      on the aggregate principal amount of the Facility B
      Loan
      outstanding from time to time as provided in the Loan Agreement. Capitalized
      words and phrases not otherwise defined herein shall have the meanings assigned
      thereto in the Loan Agreement.

    


    This
      Facility B Loan Note evidences the Facility B
      Loan,
      Letters
      of Credit and other indebtedness incurred by the Borrower under and pursuant
      to
      the Loan Agreement, to which reference is hereby made for a statement of the
      terms and conditions under which the Facility B Loan Scheduled Maturity
      Date or any payment hereon may be accelerated. The holder of this
      Facility B Loan Note is entitled to all of the benefits and security
      provided for in the Loan Agreement. The Facility B
      Loan
      shall be
      repaid by the Borrower on the Facility B Loan Scheduled Maturity Date,
      unless payable sooner pursuant to the provisions of the Loan
      Agreement.

    


    Principal
      and interest shall be paid to the Bank at its address set forth above, or at
      such other place as the holder of this Facility B Loan Note shall designate
      in writing to the Borrower. The Facility B
      Loan
      made,
      and all
      Letters of Credit issued by the Bank, and all payments on account of the
      principal and interest thereof shall be recorded on the books and records of
      the
      Bank and the principal balance as shown on such books and records, or any copy
      thereof certified by an officer of the Bank, shall be rebuttably presumptive
      evidence of the principal amount owing hereunder.

    


    Except
      for such notices as may be required under the terms of the Loan Agreement,
      the
      Borrower waives presentment, demand, notice, protest, and all other demands,
      or
      notices, in connection with the delivery, acceptance, performance, default,
      or
      enforcement of this Facility B Loan Note, and assents to any extension or
      postponement of the time of payment or any other indulgence.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      Facility B
      Loan
      and the
      Letters of Credit evidenced hereby have been made and/or issued and this
      Facility B Loan Note has been delivered at the Bank’s main office set forth
      above. This Facility B Loan Note shall be governed and construed in
      accordance with the laws of the State of Illinois, in which state it shall
      be
      performed, and shall be binding upon the Borrower, and its legal
      representatives, successors, and assigns. Wherever possible, each provision
      of
      the Loan Agreement and this Facility B Loan Note shall be interpreted in
      such manner as to be effective and valid under applicable law, but if any
      provision of the Loan Agreement or this Facility B Loan Note shall be
      prohibited by or be invalid under such law, such provision shall be severable,
      and be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remaining provisions of the Loan Agreement or this
      Facility B Loan Note. The term “Borrower” as used herein shall mean all
      parties signing this Facility B Loan Note, and each one of them, and all
      such parties, their respective successors and assigns, shall be jointly and
      severally obligated hereunder.

     

    [Signature
      page follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Borrower has executed this Facility B Loan Note as of
      the date set forth above.

     

    ISI
      SECURITY GROUP, INC., 

    a
      Delaware Corporation

    


    
      	 	 	 
	
              By:

            	      	
              /s/
                Sam Youngblood

            
	
              Name:

            	     	
              Sam
                Youngblood

            
	
              Title:

            	     	
              President

            


    

    


    
      
        
        

      

      
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