Unassociated Document


    EXECUTION
COPY

    


    
 

    


    COMMERCIAL
TERM LOAN AGREEMENT

    


    BETWEEN

    


    MBRO
CAPITAL, LLC

    


    AND

    


    BONDS.COM
GROUP, INC.

    


    


    March
31, 2009

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      This
Commercial Term Loan Agreement and related Disclosure Schedule have been
included as an exhibit to this Annual Report on Form 10-K pursuant to SEC
requirements and to provide investors and security holders with information
regarding their terms. It is not intended to provide any other factual
information about the Bonds.com Group, Inc. or its subsidiaries or affiliates.
The representations, warranties, covenants and disclosures contained in the
agreement and schedules were made only for purposes of such this agreement and
as of specific dates, were solely for the benefit of the parties to this
agreement, and are subject to limitations agreed upon by the contracting
parties. The representations, warranties and disclosures may have been made for
the purposes of allocating contractual risk between the parties to the agreement
instead of establishing these matters as facts, and may be subject to standards
of materiality applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party beneficiaries under the
this agreement or the disclosures and should not rely on the representations,
warranties, covenants or disclosures as characterizations of the actual state of
facts or condition of the company, the investor or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the
agreement, which subsequent information may or may not be fully reflected in the
company’s public disclosures. Accordingly, the representations, warranties and
disclosures contained in the Commercial Term Loan Agreement and related
Disclosure Schedule should not be viewed or relied upon as statements of actual
facts or the actual state of affairs of the company or its subsidiaries or
affiliates.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Exhibits

            	 
      	 
      
	 
      	 
      	 
      
	
              Exhibit
      A

            	
              -

            	
              $1,000,000
      Commercial Term Promissory Note

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Schedules

            	 
      	 
      
	 
      	 
      	 
      
	
              Schedule
      5(e)

            	
              -

            	
              Litigation

            
	 
      	 
      	 
      
	
              Schedule
      5(v)

            	
              -

            	
              Subsidiaries
      and Affiliates

            
	 
      	 
      	 
      
	
              Schedule
      6.03(a)

            	
              -

            	
              Permitted
      Liens

            
	 
      	 
      	 
      
	
              Schedule
      6.03(c)

            	
              -

            	
              Permitted
      Debt

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    COMMERCIAL TERM LOAN
AGREEMENT

    


    AGREEMENT dated March 31,
2009, among BONDS.COM GROUP,
INC., a Delaware corporation with an office at 1515 South Federal
Highway, Suite 212, Boca Raton, Florida 33432 (the “Borrower”) and MBRO CAPITAL, LLC, a
Connecticut limited liability company with an address at 991 Ponus Ridge, New
Canaan, Connecticut 06840 (the “Lender”).

     

    Recitals

    


    A.           The
Borrower has requested that the Lender extend to the Borrower a $1,000,000 term
loan facility.

    


    B.           The
Borrower’s indebtedness under the foregoing facility will be secured inter alia by a
pledge of four million five hundred thousand (4,500,000) shares of Common Stock
of the Borrower (the “Shares”) by Siesta
Capital, LLC (the “Pledgor”) pursuant to
the Pledge Agreement (as defined herein).

    


    C.           The
Borrower and the Lender intend that the Pledgor’s pledge of the Shares set forth
above will secure repayment of the Loan and payment and performance of all
indebtedness, liabilities and obligations of the Borrower to the Lender of every
kind of description, whenever and however arising.

    


    D.           The
Borrower and the Lender agree that the representations, warranties and covenants
contained in this Agreement apply to the Loan.

    


    Agreement

    


    In
consideration of the Recitals, which are incorporated by reference, the terms
and conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Borrower and the Lender,
intending to be bound legally, agree as follows:

    


    I.           DEFINITIONS.

    


    1.01           Defined
Terms..01         Defined
Terms.  As used herein the following terms shall have the
following meanings:

    


    (a)         "Account" shall have
the meaning given to it in the Uniform Commercial Code in effect in the State of
Connecticut.

    


    (b)         "Affiliate", as
applied to any Person, means any other Person directly or indirectly through one
or more intermediaries controlling, controlled by, or under common control with,
that Person.  For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of the Person, whether through the
ownership of voting securities or by contract or otherwise.

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    (c)         "Agreement" means this
Commercial Term Loan Agreement, as the same from time to time may be amended,
supplemented or modified.

    


    (d)         “Borrower’s Counsel”
means Rele & Becker LLC.

    


    (e)         “Business Day” means a
day in which commercial banks settle payments in New Canaan,
Connecticut.

    


    (f)         "Change of Control"
means the transfer, sale, assignment, or pledge, in any manner whatsoever, which
has the effect of transferring fifty percent (50%) or more of the voting stock
of the Borrower to any Person who is not a member or stockholder (or an
Affiliate of such member or stockholder) of the Borrower as of the date of this
Agreement.

    


    (g)         “Closing Date” means
March 31, 2009.

    


    (h)         “Corporate Guarantor”
means Bonds.com Holdings, Inc.

    


    (i)         "Debt" of any Person
means at any date, without duplication:

    


    (i)           all
obligations of such Person for borrowed money;

    


    (ii)           all
obligations of such Person evidenced by bonds (other than performance bonds),
debentures, notes or other similar instruments;

    


    (iii)           all
obligations of such Person to pay the deferred purchase price of property or
services;

    


    (iv)           all
Debt of others secured by a lien on any asset of such Person whether or not such
Debt is assumed by such Person; and

    


    (vi)           all
Debt of others guarantied by such Person or entity.

    


    (j)           "Default(s)" means any
of the events specified in Section 8.01 below, whether or not any requirement
for the giving of notice, the lapse of time, or both, has been
satisfied.

    


    (k)           "Dollars" and "$" means lawful
currency of the United States of America.

    


    (l)           "Environmental Laws"
means all present and future laws, statutes, ordinances, rules, regulations,
orders, codes, licenses, permits, decrees, judgments, directives or the
equivalent of or by any Governmental Authority relating to or addressing the
protection of the environment or human health.

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    
       

      (m)           "ERISA" means the
Employee Retirement Income Security Act of 1974 and all rules and regulations
promulgated pursuant thereto, as amended from time to time.

    

    


    (n)           "Event(s) of Default"
means any of the events specified in Section 8.01 below, provided that any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

    


    (o)           “Financial Statements”
has the meaning set forth in Section 5(t).

    


    (p)           "GAAP" means generally
accepted accounting principals applied in a manner consistent with that employed
in the preparation of the financial statements described in Section 6.01
below.

    


    (q)           "Governmental
Authority" means any nation or government, any state or other political
subdivision thereof, any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled (through stock or capital
ownership or otherwise) by any of the foregoing.

    


    (r)           “Guaranty Agreements”
means (i) the Guaranty, dated as of the date hereof, issued by Bonds.com
Holdings, Inc. for the benefit of the Lender, and (ii) the Limited Guaranty,
dated as of the date hereof, issued by the Pledgor for the benefit of the
Lender.

    


    (s)           "Hazardous Materials"
means any material or substance that, whether by its nature or use, is now or
hereafter defined as hazardous waste, hazardous substance, pollutant or
contaminant under any Environmental Laws which is toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise
hazardous and which is now or hereafter regulated under any Environmental Laws,
or which is or contains petroleum, gasoline, diesel fuel or another petroleum
hydrocarbon product.

    


    (t)           "Indebtedness" means
all obligations that in accordance with GAAP should be classified as liabilities
upon the Borrower’ balance sheet or to which reference should be made by
footnotes thereto other than accounts payable arising in the ordinary course of
business.

    


    (u)           Intentionally
Omitted.

    


    (v)           “Lender’s Counsel”
means Diserio Martin O’Connor & Castiglioni LLP.

    


    (w)           "Lien" means any
mortgage, pledge, security interest, hypothecation, assignment, encumbrance, or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable law or any jurisdiction).

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    
      (x)           "Loan" means the term
loan made by the Lender to the Borrower hereunder.

      


      (y)           "Loan Document(s)"
means this Agreement, the Note, the Warrant, the Pledge Agreement and all other
documents or agreements executed in connection herewith, together with any
amendments, supplements or modifications hereto or thereto.

       

    

    (z)           “Material Adverse
Effect” means (i) a material adverse effect upon the business,
operations, property, profits or financial condition of the Borrower taken as a
whole or (ii) a material impairment of the ability of the Borrower to perform
their obligations under this Agreement or of the Lender to enforce, against the
Borrower, or collect, any of the Borrower’ Obligations.

    


    (aa)           "Maturity Date" means
March 31, 2010.

    


    (bb)           "Note" means the
Commercial Term Promissory Note of even date from the Borrower to the
Lender.

    


    (cc)           "Obligations" means
and includes all loans, advances, interest, indebtedness, liabilities,
obligations, guaranties, covenants and duties at any time owing by the Borrower
to the Lender of every kind and description, whether or not evidenced by any
note or other instrument, whether or not for the payment of money, whether
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, including but not limited to the indebtedness, liabilities
and obligations arising under this Agreement, the Note and the other Loan
Documents, and all costs, expenses, fees, charges, expenses and attorneys',
paralegals' and professionals' fees incurred in connection with any of the
foregoing, or in any way connected with, involving or related to the
preservation, enforcement, protection and defense of this Agreement, the Note,
the other Loan Documents, any related agreement, document or instrument, any
Lien in favor of the Lender, and the rights and remedies hereunder or
thereunder.

    


    (dd)           "Person" means any
individual, corporation, partnership, joint venture, trust, unincorporated
organization or any other juridical entity, or a government or state or any
agency or political subdivision thereof.

    


    (ee)           "Plan" means any plan
of a type described in Section 4021(a) of ERISA in respect of which either
Borrower is an "employer" as defined in Section 3(5) of ERISA.

    


    (ff)           “Pledge Agreement”
means the Pledge and Security Agreement of even date between Siesta Capital, LLC
and the Lender.

    


    (gg)           "Reportable Event"
means any of the events set forth in Section 4043(b) of ERISA or the regulations
thereunder.

    


    (hh)           
"Subsidiary or
Subsidiaries" of any Person means any corporation or corporations of
which the Person or one or more of its Subsidiaries, owns, directly or
indirectly, at least a majority of the securities having ordinary voting power
for the election of directors.

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    (ii)           “Warrant” means the
Warrant of even date from the Borrower to the Lender.

    


    1.02           Accounting
Terms..02  Accounting
Terms.  Except as otherwise specifically set forth in this
Agreement, each accounting term used in this Agreement shall have the meaning
given to it under GAAP.  Any dispute or disagreement between the
Borrower and the Lender relating to the determination of GAAP shall, in the
absence of manifest error, be conclusively resolved for all purposes hereof by
the written opinion with respect thereto, delivered to the Lender, of
independent Accountants selected by the Borrower and approved by the Lender for
the purposes of auditing the periodic financial statements of the
Borrower.

    


    II.           LOAN
FACILITY.

    


    


    


    2.01           Loan..02  Term
Loan.  Subject to the terms and conditions contained in this
Agreement, and relying upon the representations and warranties set forth in this
Agreement, the Lender is extending to the Borrower a $1,000,000 term loan
facility as evidenced by the Commercial Term Promissory Note of this date from
the Borrower to the Lender, a copy of which is attached hereto as Exhibit A (the "Term
Note").

    


    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    2.02           Other
Events.

    


    (a)           In
the event that, after the date hereof, any enactment of or change in applicable
law, regulation, condition, directive or interpretation thereof (including any
request, guideline or policy whether or not having the force of law and
including, without limitation, Regulation D promulgated by the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect) by any authority charged with the administration or interpretation
thereof:

    


    (i)           subjects
the Lender to a tax with respect to any Loan (other than any tax measured by or
based upon the overall net income of the Lender or any branch or office thereof,
imposed by the United States of America or by any other jurisdiction in which
the Lender is qualified to do business or any political subdivision or taxing
authority therein); or

    


    (ii)           changes
the basis of taxation or payment to the Lender of principal of or interest on
the Loan or any commitment hereunder or any other amounts payable hereunder
(other than any tax measured by or based upon the overall net income of the
Lender or any branch or office thereof, imposed by the United States of America
or by any other jurisdiction in which the Lender is qualified to do business or
any political subdivision or taxing authority therein); or

    


    (iii)           imposes,
modifies or deems applicable any reserve or deposit requirements against any
assets held by, deposits with or for the account of, or loans or commitments by,
an office of the Lender in connection with payments by the Lender hereunder;
or

     

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    
      (iv)           imposes
upon the Lender any other condition with respect to any amount paid or payable
to or by the Lender pursuant to this Agreement;

      


      and the
result of any of the foregoing is to increase the cost to the Lender of making
the payment or maintaining its commitment or to reduce the amount of the payment
receivable by the Lender hereunder or to require the Lender to make the payment
on or calculated by reference to the gross amount of the sum received by it
pursuant hereto, in each case by an amount which the Lender in its reasonable
judgment deems material, then:

      


      (A)           the
Lender shall promptly notify the Borrower in writing of the happening of such
event;

       

    

    (B)           the
Lender shall promptly deliver to the Borrower a certificate stating the change
which has occurred or the reserve requirements or other conditions which have
been imposed on the Lender or the request, direction or requirement with which
it has complied, together with the date thereof, the amount of such increased
cost, reduction or payment and the way in which such amount has been calculated;
and

    


    (C)           the
Borrower shall pay to the Lender within thirty (30) days after delivery of the
certificate referred to in clause (B) above, such an amount or amounts as will
reasonably compensate the Lender for such additional cost, reduction or
payment.

    


    (b)           No
failure on the part of the Lender to demand compensation under subsection (a)
above on any one occasion shall constitute a waiver of its right to demand such
compensation on any other occasion and no failure on the part of the Lender to
deliver any certificate in a timely manner shall in any way reduce any
obligations of the Borrower to the Lender under this Section 2.02.

    


    III.           INTEREST, TERMS AND
FEES.

    


    3.01           Interest
Rate..01  Interest
Rate.

    


    (a)           Note
Rate.  The Note shall bear, and the Borrower promises to pay,
interest on the indebtedness on the terms and conditions set forth in the
Note.

    


    (b)           Lawful
Interest.  It is the intent of the parties that the rate of
interest and all other charges to the Borrower be lawful.  If for any
reason the payment of a portion of interest, fees or charges as required by this
Agreement would exceed the limit established by applicable law which a
commercial lender such as the Lender may charge to a commercial borrower such as
the Borrower, then the obligation to pay interest or charges shall automatically
be reduced to such limit and, if any amounts in excess of such limits shall be
paid, then such amounts shall be applied to the unpaid principal amount of the
Obligations of the Borrower to the Lender or refunded so that under no
circumstances shall the interest or charges required hereunder exceed the
maximum rate allowed by law.

    


    3.02         Term and Termination.
Unless payment is accelerated as a result of the occurrence of an Event of
Default, the Loan shall be repaid as set forth in the Note and shall be due and
payable in full on the Maturity Date.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    .02           Term and
Termination.

    


    3.03           Repayments..03 
Repayments.  Any
payments made by the Borrower to the Lender shall be credited first to late
charges, costs and expenses, then to accrued and unpaid interest and then to the
outstanding principal balance due in the inverse order of maturity.

    


    3.04           Prepayments..04 
Prepayments.  The
Borrower may prepay any Loan, in whole or in part, subject to the terms and
conditions set forth in the Note.

    


    3.05           Intentionally
Omitted.

    


    3.06           Default Interest
Rate.  Following an Event of Default, and until paid in full,
outstanding principal will bear interest at a rate of five percent (5.0%) above
the Note Rate as defined in the Note or the maximum allowed by law.

    


    3.07           Manner of
Payment.  Each payment and prepayment of principal and interest
shall be made in U.S. Dollars, or in other immediately available
funds.

    


    IV.           CONDITIONS
PRECEDENT.

    


    The
obligation of the Lender to enter into the Loan is subject to the following
conditions precedent:

    


    4.01           Loan
Documents.  The Lender will have received on or before the
Closing Date executed originals of the following documents, each dated as of the
Closing Date, in form and substance satisfactory to the Lender:

    


    (a)           This
Agreement;

    


    (b)           Commercial
Term Promissory Note;

    


    (c)           Guaranty
Agreements;

    


    (d)           Pledge
and Security Agreement;

    


    (e)           Warrant;
and

    


    (f)           Such
other documents as the Lender or Lender’s Counsel require.

    


    4.02           Supporting
Documents.  The Lender will have received on or before the
Closing Date the following supporting documents all in form and substance
satisfactory to the Lender and the Lender’s Counsel in their sole discretion,
reasonably exercised:

    


    (a)           Certified
copy of all corporate action taken by the Borrower and the Corporate Guarantor
to authorize the execution, delivery and performance of this Agreement, the
Note, the other Loan Documents, and the borrowings to be made hereunder,
together with copies of each of the Borrower’s and Corporate Guarantor’s
Certificate of Incorporation and By-laws, all amendments thereto, and such other
papers and documents as the Lender or the Lender’s Counsel may
require;

     

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    (b)           Certificate
of Good Standing for the Borrower and the Corporate Guarantor, issued by the
Secretary of State of the state in which each was incorporated or organized and
of any state in which each Borrower is qualified to do business;
and

    


    (c)           Such
other documents and information as may reasonably be required by the Lender and
the Lender’s Counsel to carry out the transactions contemplated by the
Loan.

    


    V.           REPRESENTATIONS
AND WARRANTIES.

    


    The
Borrower represents and warrants to the Lender that:

    


    (a)           Good Standing and
Qualification.  The Borrower is a
corporation, duly incorporated, validly existing and in good standing under the
laws of its state of incorporation. The Borrower has all
requisite company power and authority to own and operate its properties and to
carry on each of its business as presently conducted and is qualified to do
business as a foreign corporation in each jurisdiction wherein the character of
the properties owned or leased by each of it therein or in which the transaction
of its business therein makes such qualification necessary.

    


    (b)           Corporate
Authority.  The Borrower has full company power and authority to
enter into and perform the obligations under this Agreement, to make the
borrowings contemplated herein, to execute and deliver the Note and the other
Loan Documents and to incur the obligations provided for herein and therein, all
of which have been duly authorized by all necessary and proper corporate
action.  No other consent or approval or the taking of any other
action in respect of members or of any public authority is required as a
condition to the validity or enforceability of this Agreement, the Notes or any
of the other Loan Documents.  The execution and delivery of this
Agreement is for valid corporate purposes and will not violate the Borrower’s
Certificate of Incorporation or By-Laws.

    


    (c)           Stock.  The
Borrower’s issued and outstanding shares of capital stock are duly authorized,
validly issued, fully paid and non-assessable.

    


    (d)           Binding Agreements.
This Agreement constitutes, and the Note and the other Loan Documents delivered
in connection herewith shall constitute, valid and legally binding obligations
of the Borrower, enforceable in accordance with their respective terms, except
as enforcement may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally.

    


    (e)           Litigation.  Except
as set forth on Schedule 5(e), there
are no actions, suits, proceedings or investigations pending or, to the
knowledge of the officers of the Borrower, threatened against the Borrower
before any court or administrative agency, which either in any case or in the
aggregate, if adversely determined, would have a Material Adverse Effect, or
which question the validity of this Agreement, the Note, or any of the other
Loan Document, or any action to be taken in connection with the transaction
contemplated hereby.

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    (f)           No Conflicting Law or
Agreements. The execution, delivery and performance by the Borrower of
this Agreement, the Note and the other Loan Documents (i) does not violate any
provision of the Certificate of Incorporation or By-laws of the Borrower, (ii)
does not violate any order, decree or judgment, or any provision of any statute,
rule or regulation applicable to the Borrower, (iii) does not violate or
conflict with, result in a breach of or constitute (with notice or lapse of
time, or both) a default under any shareholder agreement, stock preference
agreement, mortgage, indenture or contract to which the Borrower is a party, or
by which any of its properties are bound, and (iv) does not result in the
creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any property or assets of the Borrower except as contemplated
herein.

    


    (g)           Taxes.                      
With respect to all taxable periods of the Borrower, the Borrower has filed all
tax returns required to be filed by it and has paid all federal, state,
municipal, franchise and other taxes shown on such filed returns has reserved
against the same, as required by GAAP, and neither Borrower knows of any unpaid
assessments against it.

    


    (h)           Existence of Assets and
Title Thereto.  The Borrower has good and marketable title to
its properties and assets, including the properties and assets reflected in the
financial statements referred to above.  These properties and assets
are not subject to any mortgage, pledge, lien, lease, security interest,
encumbrance, restriction or charge except those permitted under the terms of
this Agreement (including but not limited to Section 6.03(a) hereof) and none of
the foregoing prohibit or interfere with ownership of either Borrower’s assets
or the operation of its business presently conducted thereon.

     

    (i)           Regulations G, T, U and
X.  The proceeds of the borrowings hereunder will not be used,
directly or indirectly, for the purposes of purchasing or carrying any margin
stock in contravention of Regulations G, T, U or X promulgated by the Board of
Governors of the Federal Reserve System.

    


    (j)           Compliance.  the
Borrower is not in default with respect to or in violation of any order, writ,
injunction or decree of any court or of any federal, state, municipal or other
governmental department, commission, board, bureau, agency, authority or
official, or in violation of any law, statute, rule or regulation to which it or
its properties is or are subject, where such default or violation would have a
Material Adverse Effect.  The Borrower represents that it has not
received notice of any such default from any party.  The Borrower is
not in material default in the payment or performance of any of its obligations
to any third parties or in the performance of any mortgage, indenture, lease,
contract or other agreement to which it is a party or by which any of its assets
or properties are bound.

    


    (k)           Leases.  The
Borrower enjoys quiet and undisturbed possession under all leases under which it
is operating, and all such leases are valid and subsisting and neither Borrower
is in default under any of its leases.

    


    (l)           Pension
Plans.  To the best of the Borrower’s knowledge, no fact,
including but not limited to any "Reportable Event", as
that term is defined in Section 4043 of ERISA, as the same may be amended from
time to time exists in connection with any Plan of the Borrower which might
constitute grounds for termination of any such Plan by the Pension Benefit
Guaranty Corporation or for the appointment by the appropriate United States
District Court of a Trustee to administer any such Plan.  No "Prohibited
Transaction" as defined by ERISA exists or will exist upon the execution
and delivery of this Agreement or the performance by the parties hereto of their
respective duties and obligations hereunder.  The Borrower agrees to
do all acts including, but not limited to, making all contributions necessary to
maintain compliance with ERISA and agrees not to terminate any such Plan in a
manner or do or fail to do any act which could result in the imposition of a
lien on any property of the Borrower pursuant to Section 4068 of
ERISA.  The Borrower has not incurred any withdrawal liability under
the Multi employer Pension Plan Amendment Act of 1980.  The Borrower
does not have any unfunded liability in contravention of ERISA.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (m)           Office.  The
chief executive office and principal place of business of the Borrower are as
set forth in the first paragraph of this Agreement.

    


    (n)           Intentionally
Omitted.

     

    (o)           Contingent
Liabilities.  The Borrower is not a party to any suretyship,
guaranty ship, or other similar type agreement, and it has not offered its
endorsement (excluding endorsements of checks in the ordinary course of
business) to any individual, concern, corporation or other entity or acted or
failed to act in any manner which would in any way create a contingent liability
that does not appear in the financial statements referred to above.

    


    (p)           Information.  All
information, financial or otherwise, provided by the Borrower to the Lender or
the Lender’s agents or attorneys is materially true and accurate as of the date
hereof.

    


    (q)           Union Contracts and Pension
Plans.  The Borrower is not a party to any collective
bargaining, union or pension plan agreement.

    


    (r)           Licenses.  The
Borrower has all licenses, permits, approvals and other authorizations required
by any government, agency or subdivision thereof, or from any licensing entity
necessary for the conduct of its business, all of which the Borrower represents
to be current, valid and in full force and effect, except where the failure to
have such licenses, permits, approvals and authorizations would not have a
Material Adverse Effect.

    


    (s)           Intentionally
Omitted.

    


    (t)           Financial
Statements.  The Borrower has delivered draft internally
prepared financial statements for the period ending December 31, 2008 (the
“Financial
Statements”) to the Lender and such financial statements are true,
complete and correct in all material respects and fairly present the financial
condition of the Borrower as of the date of such statements and the results of
its operations for the period then ended.  There has been no material
adverse change to the Borrower’ financial condition since the date of such
financial statements.

     

    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (u)           Environmental Health and
Safety Laws.  The Borrower has not received any notice, order,
petition, or similar document in connection with nor arising out of any
violation or possible violation of any environmental health or safety law,
regulation or order, and the Borrower does not know of any basis for any such
violation or threat thereof for which it may become liable.

     

    (v)           Parent, Affiliate or
Subsidiary Corporations.  Except as set forth on the attached
Schedule 5(v),
the Borrower has no parent company/corporation and no domestic or foreign
Affiliate or Subsidiary companies/corporations.

    


    VI.           COVENANTS.

    


    6.01           Financial
Reporting..01  Financial
Reporting.  The Borrower covenants and agrees that from the
date hereof until payment in full of all Obligations and the termination of this
Agreement, the Borrower shall furnish to the Lender the following, in conformity
with GAAP.  Any material, non-public information provided hereunder is
subject to the terms of a confidentiality agreement to be entered into between
the Lender and the Borrower (the “Confidentiality
Agreement”).

    


    (a)           financial
statements requested from time to time by the Lender, including audited annual
financials if requested by the Lender;

    


    (b)           within
fifteen (15) days of filing, the federal tax returns and schedules of the
Borrower and any guarantor if requested by the Lender; and

    


    (c)           promptly
upon the Lender's written request from time to time, such other material
information about the financial condition and operations of the Borrower as the
Lender may reasonably request.

    


    6.02           Affirmative
Covenants..02  Affirmative
Covenants.  Subject to the terms of the Confidentiality
Agreement, the Borrower covenants and agrees from the date hereof until payment
in full of all Obligations and termination of this Agreement, the Borrower
shall:

    


    (a)              Promptly
advise the Lender of the commencement of litigation or a receipt of a threat of
litigation, including arbitration proceedings and any proceedings before any
governmental agency, which might have an adverse effect upon the condition,
financial, operating or otherwise, of the Borrower, or where the amount involved
is $25,000 or more;

    


    (b)              Continue
to conduct its business as presently conducted;

    


    (c)              Maintain
its legal existence and pay all taxes before the same become
delinquent;

    


    (d)              Notify
the Lender of any event causing material loss or unusual depreciation in any
material asset and the amount of same;

    


    (e)              Comply
with all valid and applicable statutes, rules and regulations including, without
limitation, ERISA, OSHA and all laws relating to the environment;

     

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    (f)              Give
prompt written notice to Lender (but in any event within fifteen (15) days)
of:

    


    (i)              any
material dispute that may arise between the Borrower and any governmental
regulatory body or law enforcement;

     

    (ii)              any
labor controversy resulting or likely to result in a strike or work stoppage
against the Borrower;

    


    (iii)              any
proposal by any public authority to acquire any asset or all or any portion of
the business of the Borrower;

    


    (iv)              any
proposed or actual change of the Borrower's name, trade names, identities or
corporate structure;

    


    (v)              any
change in its place of business or the location of assets from its present place
of business and/or locations; and

    


    (vi)              any
other matter which has resulted or is reasonably expected to result in a
material adverse change in the Borrower's financial condition or
operations;

    


    (g)              Intentionally
Omitted;

    


    (h)              Maintain
public liability coverage against claims for personal injuries, death or
property damage in an amount deemed reasonable by the Lender;

    


    (i)              Maintain
all worker's compensation, employment or similar insurance as may be required by
applicable law;

    


    (j)              Permit
the Lender to enter the Borrower's premises to inspect its books and records
upon reasonable notice during normal business hours;

    


    (k)              Except
for future indebtedness that matures after the Maturity Date, fully subordinate
to the Loan all future indebtedness owed to (i) any guarantor, (ii) any
affiliated entity of the Borrower or any guarantor, and (iii) any indebtedness
arising in connection with acquisition financing, including seller notes and
earn out provisions.  The Borrower shall cause all such persons to
execute a subordination agreement or similar document reasonably acceptable to
the Lender.  All terms and conditions relating to any future
indebtedness of the Borrower must be approved in advance by the Lender, such
approval not to be unreasonably withheld; and

    


    (l)              Intentionally
Omitted.

    


    (m)            The
Borrower and/or its Subsidiaries shall at all times maintain bank and/or
brokerage accounts, which in the aggregate have cash and securities worth no
less than $950,000.

     

    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    6.03           Negative
Covenants.  The Borrower covenants and agrees that, until
payment is made in full of the Loan and the Note and the performance of all of
their other obligations hereunder, the Borrower will not:

    


    (a)              Liens.  Incur
or permit to exist any liens or other encumbrances on any of its assets except
(i) the liens set forth in Schedule 6.03(a),
(ii) in favor of Lender, (iii) purchase money security interests or purchase
money leases on specific items of machinery or equipment which lien or lease
covers only the specific item purchased or leased and is not in excess of the
purchase price or lease price thereof, as applicable, (iv) pledges or deposits
in connection with or to secure worker's compensation, unemployment insurance,
pensions, or other employee benefits; and in its sole discretion, (v) tax liens
which are being contested in good faith and against which the Borrower has
maintained reserves (bond, cash, book or otherwise) satisfactory to the Lender,
nor shall the Borrower make or enter into any contract or agreement with any
other lender, entity or third party the effect of which is to restrict the
Borrower from granting a security interest to the Lender or otherwise creating a
lien or encumbrance on any of its assets in favor of the Lender, and (vi)
secured loans to the Company that mature after the Maturity Date..

    


    (b)              Mergers; Sales of
Assets.  Merge, consolidate or dispose of any material asset
(whether now owned of hereafter acquired) except inventory in the ordinary
course of its business as presently conducted.

    


    (c)              Limitation on
Debt.  Suffer to exist any Debt or obligation for borrowed
money except for (i) the Loan, (ii) obligations permitted under Section 6.03(a)
above, (iii) trade payables incurred in the ordinary course of Borrower's
business, (iv) loans to Affiliates not to exceed $5,000 at any one time, (v)
loans that mature after the Maturity Date, and (vi) the Debt set forth on Schedule
6.03(c).

    


    (d)              Loans.  Except
for draws or advances made to salespersons in the ordinary course of business
and loans to the Corporate Guarantor, make any loans or advances to any members,
stockholders, managers, Subsidiaries, directors, employees, affiliated or
unaffiliated companies owned by the principals of the Borrower, or any third
party without the Lender’s prior written consent.

    


    (e)              Affiliates and
Subsidiaries.  Form or dispose of any Subsidiary or Affiliate,
or be a party to any transaction with any Subsidiary or Affiliate (including,
without limitation, transactions involving the purchase, sale or exchange of
property, the rendering of services or the sale of stock) except in the ordinary
course of business and upon fair and reasonable terms no less favorable to the
Borrower than Borrower would obtain in a comparable arm's-length transaction
with a person other than a Subsidiary or an Affiliate.

    


    (f)              Acquisitions.  Acquire
the assets or stock of any other Person without the Lender’s prior written
consent.

    


    (g)              ERISA.  With
respect to ERISA, engage in any "prohibited transaction", incur any "accumulated
funding deficiency", terminate any pension plan so as to create any lien on any
asset of Borrower, or otherwise not be in full compliance.

     

    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    (h)              Redemption.  Issue,
sell, redeem or repurchase any stock or membership interest, as the case may be,
prior to full repayment of the debt owed to the Lender without the prior written
consent of the Lender.

    


     

    (i)              Change Name or
Location.  Change its name or its principal place of business
from that set forth above or change the nature of its business from that
conducted on the date hereof.

    


    (j)              Change of
Control.  Suffer a Change of Control.

    


    (k)              Material
Change.  Make or consent to a material change in its ownership
or in its method of accounting (including, without limitation, the basis of
application of generally accepted accounting principles) or in its tax elections
under the Internal Revenue Code, as applicable.

    


    VII.                      INTENTIONALLY
OMITTED

     

    VIII.                      DEFAULT.

    


    8.01           Events of
Default.  The Obligations shall, at the option of the Lender,
become immediately due and payable without notice or demand unless otherwise
provided herein upon the occurrence of any of the following events
(collectively, "Events
of Default" and individually, an "Event of
Default"):

    


    (a)           failure
of the Borrower to make timely payment of any installment of principal or
interest or any other Obligation arising under this Agreement, the Note or the
other Loan Documents;

    


    (b)           breach
of any covenant, representation or warranty contained herein, or the Borrower’s
or any guarantor’s failure to perform any act, duty or obligation as required by
this Agreement or any of the other Loan Documents after ten (10) days written
notice from the Lender;

    


    (c)           the
making by the Borrower of any material misrepresentation of a material fact to
the Lender;

     

    (d)           insolvency
(failure of the Borrower or Corporate Guarantor to pay its debts as they mature)
of the Borrower or Corporate Guarantor, or business failure, appointment of a
receiver or custodian, or assignment for the benefit of creditors or the
commencement of any proceedings under any bankruptcy or insolvency law by or
against the Borrower or Corporate Guarantor for the Obligations; appointment of
a committee of creditors or liquidating banks, or offering of a composition or
extension to creditors by, for the Borrower or Corporate Guarantor; however, if
an involuntary bankruptcy petition is filed, an Event of Default shall occur if
the petition is not dismissed within sixty (60) days of filing;

    


    (e)           the
loss, renovation or failure to renew any license and/or permit now held or
hereafter acquired by the Borrower which has a Material Adverse Effect which has
not been cured within thirty (30) days of such loss, renovation or failure to
renew;


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (f)           a
default, after any applicable notice and cure period, in any other Loan Document
or other agreements between the Lender and the Borrower;

    


    (g)           dissolution
of the Borrower or Corporate Guarantor;

    


    (h)           failure
by Borrower to pay or perform any other Indebtedness in excess of $25,000 when
due, or if any such other Indebtedness shall be accelerated, or if there shall
exist any default (after giving effect to any applicable notice and cure
periods) under any instrument, document or agreement governing, evidencing or
securing such other Indebtedness in excess of $25,000; or

    


    (i)           a
material adverse change in the condition, financial or otherwise, of the
Borrower as determined by the Lender in its reasonable discretion.

    


    The
Borrower expressly waives any presentment, demand, protest, notice of protest or
other notice of any kind.  The Lender may proceed to enforce the
rights of the Lender whether by suit in equity or by action at law, whether for
specific performance of any covenant or agreement contained in this Agreement,
the Note or any other Loan Documents, or in aid of the exercise of any power
granted in either this Agreement, the Note or the other Loan Documents, or it
may proceed to obtain judgment or any other relief whatsoever appropriate to the
enforcement of such rights, or proceed to enforce any legal or equitable right
which the Lender may have by reason of the occurrence of any Event of Default
hereunder.

     

    8.02           Intentionally
Omitted.

    


    8.03           Rights and Remedies.
(a) Upon the occurrence and during the continuance of an Event of Default, the
Lender has all rights and remedies under law and at
equity.  Notwithstanding the foregoing, upon the occurrence of an
Event of Default under Section 8.01(i) above, the Borrower will have thirty (30)
days to pay the Loan in full together with all accrued but unpaid interest and
all reasonable costs and expenses of collection prior to the Lender’s exercise
of its rights under Section ___ of the Warrant.

    


    (b)           The
Lender and any person acting as its attorney hereunder shall not be liable for
any acts or omissions or for any error of judgment or mistake of fact or law,
except for bad faith and willful misconduct.  The Borrower agrees that
the powers granted under this Section 8.03, being coupled with an interest,
shall be irrevocable so long as any Obligation remains
unsatisfied.  Notwithstanding the foregoing, it is understood that the
Lender is under no duty to take any of the foregoing actions and that after
having made demand upon the Account debtors of the Borrower for payment, the
Lender shall have no further duty as to the collection or protection of Accounts
or any income therefrom and no further duty to preserve any rights pertaining
thereto, other than the safe custody thereof.

     

    8.04           Intentionally
Omitted.

    


    8.05           Intentionally
Omitted.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    


    8.06           Cumulative
Remedies. The enumeration of the Lender's rights and remedies set
forth in this Article is not intended to be exhaustive and the exercise by the
Lender of any right or remedy shall not preclude the exercise of any other
rights or remedies, all of which shall be cumulative and shall be in addition to
any other right or remedy given hereunder or under any other agreement between
the parties or which may now or hereafter exist in law or at equity or by suit
or otherwise.  No delay or failure to take action on the part of
Lender in exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude other or further exercise thereof or the exercise of any
other right, power or privilege or shall be construed to be a waiver of any
event of default.  No course of dealing between the Borrower and the
Lender or their employees shall be effective to change, modify or discharge any
provision of this Agreement or to constitute a waiver of any
default.

    


    IX.           MISCELLANEOUS.

     

    9.01           Expenses.  Whether
or not the transaction herein contemplated shall be consummated, the Borrower
agrees to pay all out-of-pocket expenses (including reasonable fees and expenses
of the Lender's counsel) of the Lender incurred in connection with the
preparation of this Agreement, the Note, the other Loan Documents and any
amendments or supplements hereto and thereto, incidental to the collection of
monies due hereunder or under the Note or the other Loan Documents and/or the
enforcement of the rights (including the protection thereof) of the Lender under
any provisions of this Agreement, and the Note and the other Loan
Documents.

    


    9.02           Set-off. Upon
the occurrence of any Event of Default and while such Event of Default is
continuing, the Borrower gives the Lender a lien and right of setoff for all the
Obligations upon and against all its deposits, credits, collateral and property
now or hereafter in the possession or control of the Lender or in transit to
it.  The Lender may, upon demand or the occurrence of any Event of
Default and while such Event of Default is continuing, apply or set off the
same, or any part thereof, to any Obligations of the Borrower to the
Lender.

    


    9.03           Covenants to Survive,
Binding Agreement. All covenants, agreements, warranties and
representations made herein, in the Note, in the other Loan Documents, and in
all certificates or other documents of the Borrower shall survive the advances
of money made by the Lender to the Borrower hereunder and the delivery of the
Note, and the other Loan Documents.  All such covenants, agreements,
warranties and representations shall be binding upon and inure to the benefit of
the Lender and its successors and assigns, whether or not so
expressed.

    


    9.04           Cross-Collateralization.  All
collateral which the Lender may at any time acquire from the Borrower or from
any other source in connection with Obligations arising under this Agreement and
the other Loan Documents shall constitute collateral for each and every
Obligation, without apportionment or designation as to particular
Obligations.  All Obligations, however and whenever incurred, shall be
secured by all collateral however and wherever acquired.  The Lender
shall have the right, in its sole discretion, to determine the order in which
the Lender's rights in or remedies against any collateral are to be exercised
and which type of collateral or which portions of collateral are to be proceeded
against and the order of application of proceeds of collateral as against
particular Obligations.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    9.05           Cross-Default. The
Loan shall be cross-defaulted with all future financing accommodations extended
or to be extended by the Lender to the Borrower so that a default under any Loan
to the Borrower shall be an Event of Default hereunder and under all of the
other loans extended by the Lender.

    


    9.06           Amendments and
Waivers.  This Agreement, the Note, the other Loan Documents,
and any term, covenant or condition hereof or thereof may not be changed,
waived, discharged, modified or terminated except by a writing executed by the
parties hereto or thereto.  The failure on the part of the Lender to
exercise, or the Lender's delay in exercising, any right, remedy or power
hereunder or under the Note or the other Loan Documents shall not preclude any
other or future exercise thereof, or the exercise of any other right, remedy or
power.

    


    9.07           Notices. All notices,
requests, consents, demands and other communications hereunder shall be in
writing and shall be mailed by registered or certified first class mail or
delivered by an overnight courier to the respective parties to this Agreement as
follows:

     

    
      
        	
                If
      to the Borrower:

              	
                Bonds.com
      Group, Inc.

              
	 
      	
                1515
      South Federal Highway

              
	 
      	
                Suite
      12

              
	 
      	
                Boca
      Raton, Florida 33432

              
	 
      	
                Attention:  Chief
      Executive Officer

              
	 
      	 
      
	
                With
      a copy to:

              	
                Rele
      & Becker LLC

              
	 
      	
                555
      Eighth Avenue

              
	 
      	
                Suite
      1703

              
	 
      	
                New
      York, New York 10018

              
	 
      	
                Attention:  David
      Becker, Esq.

              
	 
      	 
      
	
                If
      to the Lender:

              	
                MBRO
      Capital, LLC

              
	 
      	
                991
      Ponus Ridge

              
	 
      	
                New
      Canaan, Connecticut  06840

              
	 
      	
                Attention:  William
      P. Mahoney

              
	 
      	 
      
	
                With
      a copy to:

              	
                Diserio
      Martin O'Connor & Castiglioni LLP

              
	 
      	
                One
      Atlantic Street

              
	 
      	
                Stamford,
      Connecticut  06901

              
	 
      	
                Attention:  Kevin
      T. Katske, Esq.

              


      

       

    

    9.08           Transfer of
Interest. The Borrower agrees that the Lender, in its sole
discretion and upon prior written notice to the Borrower, may freely sell,
assign or otherwise transfer participations, portions, co-lender interests or
other interests in all or any portion of the indebtedness, liabilities or
obligations arising in connection with or in any way related to the financing
transactions of which this Agreement is a part.  In the event of any
such transfer, the transferee may, in the Lender's sole discretion, have and
enforce all the rights, remedies and privileges of the
Lender.  Subject to the terms of the Confidentiality Agreement, the
Borrower consents to the release by the Lender to any potential transferee of
any and all information including, without limitation, financial information
pertaining to the Borrower as the Lender, in its sole discretion, may deem
appropriate.  If such transferee so participates with the Lender in
making loans or advances hereunder or under any other agreement between the
Lender and the Borrower, the Borrower grants to such transferee and such
transferee shall have and is hereby given a continuing lien and security
interest in any money, securities or other property of the Borrower in the
custody or possession of such transferee, including the right of set off, to the
extent of such transferee's participation in the Obligations, in each case
subject to the terms and provisions of this Agreement as if such transferee were
the Lender.

     

    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    9.09           Section Headings,
Severability, Entire Agreement.  Section and subsection
headings have been inserted herein for convenience of the Lender only and shall
not be construed as part of this Agreement.  Every provision of this
Agreement, the Notes and the other Loan Documents is intended to be severable;
if any term or provision of this Agreement, the Notes, the other Loan Documents,
or any other document delivered in connection herewith shall be invalid, illegal
or unenforceable for any reason whatsoever, the validity, legality and
enforceability of the remaining provisions hereof or thereof shall not in any
way be affected or impaired thereby.  All Exhibits and Schedules to
this Agreement shall be deemed to be part of this Agreement.  This
Agreement, the other Loan Documents, and the Exhibits and Schedules attached
hereto and thereto embody the entire agreement and understanding between the
Borrower and the Lender and supersede all prior agreements and understandings
relating to the subject matter hereof unless otherwise specifically reaffirmed
or restated herein.

    


    9.10           Counterparts.  This
Agreement may be executed in any number of counterparts and by facsimile, each
of which, when so executed and delivered shall be an original, and it shall not
be necessary when making proof of this Agreement to produce or account for more
than one counterpart.

    


    9.11           Governing Law; Consent to
Jurisdiction.  This Agreement, the Note and the other Loan
Documents and all rights and obligations of the parties hereunder shall be
construed and interpreted in accordance with the laws of the State of
Connecticut (excluding the laws applicable to conflicts or choice of
law).  THE MAKER AGREES THAT ANY SUCH SUIT FOR THE ENFORCEMENT OF THIS
NOTE, THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN
THE COURTS OF CONNECTICUT OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO
THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON THE MAKER BY MAIL AT THE ADDRESS SET FORTH IN THIS NOTE.
THE MAKER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT FORUM.  If the Holder brings an action in New York all
instruments will be considered “instruments for the payment of money only”
pursuant to CPLR 3213.

    


    9.12           Uniform Commercial
Code.The Lender shall have all the applicable rights and remedies of a
secured party under the Uniform Commercial Code, as enacted in Connecticut, as
amended.

     

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    9.13           Further
Assurances.  At the request of the Lender, the Borrower agrees
that at its expense, it shall promptly execute and deliver all further
instruments and documents, and take all further action, that may be reasonably
necessary or desirable, or that the Lender may request, to enable the Lender to
exercise and enforce its rights and remedies hereunder.

     

    9.14           Prejudgment Remedy Waiver;
Waivers.  THE BORROWER ACKNOWLEDGES THAT THE LOAN EVIDENCED
HEREBY IS A COMMERCIAL TRANSACTION AND WAIVES THEIR RIGHT TO NOTICE AND HEARING
UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE ALLOWED
BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE
LENDER MAY DESIRE TO USE, AND FURTHER WAIVE DILIGENCE, DEMAND, PRESENTMENT FOR
PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF ANY RENEWALS OR
EXTENSIONS.  THE BORROWER ALSO WAIVES THE RIGHT UNDER CHAPTER 903a OF
THE GENERAL STATUTES TO REQUEST THAT THE LENDER POST A BOND.  THE
BORROWER ALSO WAIVES IN ANY ACTION, SUIT OR PROCEEDING BROUGHT BY THE LENDER THE
RIGHT TO ASSERT WITH REGARD TO THIS AGREEMENT, ANY OFFSETS OR COUNTERCLAIMS,
EXCEPT COMPULSORY COUNTERCLAIMS, IT MIGHT HAVE.  THE BORROWER
ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND
WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF
THIS WAIVER WITH ITS ATTORNEYS.

    


    9.15           Jury Trial
Waiver.  THE BORROWER WAIVES TRIAL BY JURY IN ANY COURT IN ANY
SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY
WAY RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART OR
THE ENFORCEMENT OF ANY OF THE LENDER'S RIGHTS.  THE BORROWER
ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND
WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF
THIS WAIVER WITH ITS ATTORNEYS.

    


    


    


    [Signature
Page Follows]

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, the parties have
executed this Commercial Term Loan Agreement as of the date first written
above.

    


    Signed in
the presence of:

    


    


    
      	
               
      

            	 
      	
              BONDS.COM
      GROUP, INC.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
               
      

            	 
      	
              By:

            	
              /S/  John J. Barry
    IV

            	 
      
	 
      	 
      	
              Name:  John
      J. Barry IV

            
	 
      	 
      	
              Title:    Chief
      Executive Officer

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                
      

            	 
      	
              MBRO
      CAPITAL, LLC

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                 
      

            	 
      	
              By:

            	
              /S/   William P.
      Mahoney

            	 
      
	 
      	 
      	
              Name:  William
      P. Mahoney

            
	 
      	 
      	
              Title:    Managing
      Member

            


    

     

    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    


    $1,000,000
COMMERCIAL TERM PROMISSORY NOTE


    


    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    DISCLOSURE
SCHEDULE TO THE COMMERCIAL TERM LOAN AGREEMENT DATED AS OF MARCH 31, 2009 AMONG
BONDS.COM GROUP, INC. AND MBRO CAPITAL LLC.

    


    


    The
inclusion of any information on Schedules contained herein (the “Schedules”) to the
Loan Agreement (the “Agreement”) shall not
be deemed to be an admission or acknowledgment by Bonds.com Group, Inc. or its
subsidiaries (collectively, the “Company”) that such
information is material to, or outside the ordinary course of business of, the
Company.  Nothing herein constitutes an admission of liability or
obligation of the Company or an admission against the Company’s
interest.  All capitalized terms used and not otherwise defined herein
shall have the meanings ascribed thereto in the Loan Agreement.

     

    
      This
Commercial Term Loan Agreement and related Disclosure Schedule have been
included as an exhibit to this Annual Report on Form 10-K pursuant to SEC
requirements and to provide investors and security holders with information
regarding their terms. It is not intended to provide any other factual
information about the Bonds.com Group, Inc. or its subsidiaries or affiliates.
The representations, warranties, covenants and disclosures contained in the
agreement and schedules were made only for purposes of such this agreement and
as of specific dates, were solely for the benefit of the parties to this
agreement, and are subject to limitations agreed upon by the contracting
parties. The representations, warranties and disclosures may have been made for
the purposes of allocating contractual risk between the parties to the agreement
instead of establishing these matters as facts, and may be subject to standards
of materiality applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party beneficiaries under the
this agreement or the disclosures and should not rely on the representations,
warranties, covenants or disclosures as characterizations of the actual state of
facts or condition of the company, the investor or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the
agreement, which subsequent information may or may not be fully reflected in the
company’s public disclosures. Accordingly, the representations, warranties and
disclosures contained in the Commercial Term Loan Agreement and related
Disclosure Schedule should not be viewed or relied upon as statements of actual
facts or the actual state of affairs of the company or its subsidiaries or
affiliates.

    

    


    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

    


    Schedule
5(e)

    


    LITIGATION

    


    On
February 21, 2008, a complaint was filed against the Company in the Superior
Court of New Jersey by Z6 Solutions, Inc. (“Z6”) under an alleged breach of
contract, asserting a claim for a sum of approximately $50,000 for damages plus
interest and all costs including attorney’s fees. The Company believes the claim
is without merit and plans to defend the case accordingly.

    


    On
September 2, 2008, a complaint was filed against the Company and certain of its
subsidiaries in the Circuit Court of the 15th Circuit
in and for Palm Beach County, Florida by William Bass, under an alleged breach
of contract arising from the Company’s termination of Mr. Bass’ Employment
Agreement with the Company.  In connection with such claim, Mr. Bass has
also threatened to file a complaint with the Equal Employment  Opportunity
Commission and the Florida Department of Labor.  The Company believes
the claim is without merit and plans to defend the claim
accordingly.

    


    On
October 20, 2008, the Corporation learned that Mr. Bass filed a complaint
against the Corporation with the  the Broward County Florida Office of
Equal Opportunity Civil Rights Division alleging discrimination as a result of
mental disability.  This complaint was transferred to the United States
Equal Employment Opportunity Commission.  The complaint filed alleges
discrimination under the American with Disabilities Act of 1990 and the Florida
Civil Rights Act. The Corporation believes that such complaint is without
merit.   On January 30, 2009, the EEOC dismissed and issued a Notice
of Right to Sue concerning this complaint.

    


    On
January 12, 2009, the Corporation learned that Duncan-Williams, Inc. filed a
complaint against the Company and its subsidiaries in the United States District
Court for the Western District of Tennessee, Western Division, under an alleged
breach of contract arising from the Company’s previous relationship with
Duncan-Williams, Inc. 
It is the Company’s position that such relationship was in fact
terminated by the Company on account of Duncan-William’s breach and bad faith
and thus the Company believes the claim is without merit and plans to defend the
claim accordingly. On February 20, 2009, the Corporation filed a motion to
dismiss the complaint.

     

    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

    


    Schedule
5(v)

    


    SUBSIDIARIES
AND AFFILIATES

    


    


    Bonds.com
Holdings, Inc. (wholly-owned)

    Bonds.com.,
Inc. (wholly-owned)

    Insight
Capital Management, LLC. (wholly-owned)

    


    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

    


    Schedule
6.03(a)

    


    PERMITTED
LIENS

    


    


    
      	
              Holder

            	
              Principal

            	
              Issuance
      Date

            	
              Interest
      Rate

            	
              Maturity

            	
              Other
      Relevant Provisions

            	
              Security

            
	
              Valhalla
      Investments

            	
              $400,000

            	
              April
      24, 2008

            	
              9%

            	
              April
      30, 2009

            	 
      	
              Secured
      against domain name bonds.com

            
	
              September
      Private Placement

            	
              $2,440,636

            	
              September
      24, 2008 through January 30, 2009

            	
              10%

            	
              September
      24, 2010

            	
              Convertible
      into common stock anytime prior to maturity at a price of $0.375/share.
      The Company expects that these notes will eventually be converted. One
      large investor has already discussed the possibility of doing so prior to
      maturity

            	
              Secured
      against all assets of Company and subsidiaries (other then Bonds.com,
      Inc.)

            


    

     

    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    Schedule
6.03(c)

    


    PERMITTED
DEBT

    


    


    
      	
              Holder

            	
              Principal

            	
              Issuance
      Date

            	
              Interest
      Rate

            	
              Maturity

            	
              Other
      Relevant Provisions

            	
              Security

            
	
              Keating
      Investments, LLC

            	
              $250,000

            	
              December
      12, 2007

            	
              10%

            	
              December
      31, 2009. However, monthly payments of $7,500 beginning at end of April
      and full acceleration if we having a financing of more then
      $5,000,000

            	 
      	
              unsecured

            
	
              John
      Barry III

            	
              $250,000

            	
              January
      29, 2008

            	
              10%
      through 12/31/09

              15%
      there after

            	
              December
      31, 2008. Extended to April 15, 2010

            	
              Note
      was amended on or about March 24, 2009 

            	
              unsecured

            
	
              Valhalla
      Investments

            	
              $400,000

            	
              April
      24, 2008

            	
              9%

            	
              April
      30, 2009

            	 
      	
              Secured
      against domain name bonds.com

            
	
              September
      Private Placement

            	
              $2,440,636

            	
              September
      24, 2008 through January 30, 2009

            	
              10%

            	
              September
      24, 2010

            	
              Convertible
      into common stock anytime prior to maturity at a price of $0.375/share.
      The Company expects that these notes will eventually be converted. One
      large investor has already discussed the possibility of doing so prior to
      maturity

            	
              Secured
      against all assets of Company and subsidiaries (other then Bonds.com,
      Inc.)

            


    

     

    
      
        
           


        

        
          28