Unassociated Document


     

    Amendment,
dated March 26, 2009 (the “Amendment”) to the
Promissory Note (the “Note”), dated January
29, 2008, of Bonds.com Group, Inc., (the “Borrower”) issued to
John Barry III (“Lender” and together
with the Borrower, the “Parties”).  Any
capitalized term used but not defined in this Amendment shall have the meaning
given to such term in the Note.

     

    WHEREAS, the Borrower and the Lender
would like to amend the Note as provided herein.

    


    NOW,
THEREFORE, pursuant to Section 5(e) of the Note, in consideration for the mutual
promises contained herein and for other good and valuable consideration the
sufficiency of which is hereby acknowledged, the parties agree as
follows:

    


    1.           Amendment to the definition
of “Maturity Date”.  The definition of “Maturity Date” as set
forth in the Note shall be amended and restated to mean April 15,
2010.

     

    2.           Amendment to Interest
Rate.  Effective as of the December 31, 2008 (the original
maturity date under the Note), the interest rate on the Note shall be increased
to fifteen percent (15%) per annum from the existing rate of ten percent (10%)
per annum.

    


    3.           Waiver of Any Accrued
Penalties.  To the extent that the Lender may be entitled to
any additional interest or other amounts under the Note for any reason occurring
prior to the date hereof, the Lender hereby  irrevocably and
unconditionally waives any right Lender may have to receive or collect any
additional interest or other amounts under the Note.

    


    4.           No Other
Amendments.  Except as expressly amended, modified and
supplemented hereby, the provisions of the Note, as amended, are and will remain
in full force and effect and, except as expressly provided herein, nothing in
this Amendment will be construed as a waiver of any of the rights or obligations
of the parties under the Note.

    


    5.        
Conflicts in
Terms. In the event of any conflict in terms between this Amendment and
the Note, the terms and conditions of this Amendment shall prevail.

    


    6.        Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Florida (without giving effect to any
conflicts of laws principles there under).

    


    6.        Descriptive
Headings.  Descriptive headings are for convenience only and
will not control or affect the meaning or construction of any provisions of this
Amendment.

    


    7.        Counterparts.  This
Amendment may be executed in any number of identical counterparts, each of which
will constitute an original but all of which when taken together will constitute
but one instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.        Severability.  In
the event one or more of the provisions of this Amendment should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other
provisions of this Amendment, and this Amendment shall be construed as if such
invalid, illegal or unenforceable provision had never been contained
herein.

    


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    IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date set
forth above.

    


    BORROWER:

    


    Bonds.com
Group, Inc.

    


    
      
        
          	
                  By:

                	/s/
      John J. Barry IV
	 
      	
                  Name:
      John J. Barry IV

                
	 
      	
                  Title:
      Chief Executive Officer

                


        

      

    

    


    LENDER:

    


    John J.
Barry III

    


    
      
        
          
            	John J. Barry IV


          

        

      

    

     

    
      
        
        

      

      
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