Unassociated Document


    
      COMMERCIAL TERM PROMISSORY
NOTE

      


      
        	
                $1,000,000.00

              	
                March
      31, 2009

              
	 
      	
                Boca
      Raton, Florida

              


      

      


      1.           For
value received, the undersigned, BONDS.COM GROUP, INC., a
Delaware corporation with an address at 1515 South Federal Highway, Suite 212,
Boca Raton, Florida 33432 (the “Maker”), promises to
pay to MBRO CAPITAL,
LLC, a Connecticut limited liability company (the “Lender”), or order,
at its office at 991 Ponus Ridge, New Canaan, Connecticut 06840, or at such
other place as the holder hereof (including the Lender, hereinafter referred to
as the “Holder”), may
designate, the principal sum of ONE MILLION AND 00/100 DOLLARS
($1,000,000.00), in lawful money of the United States of America in
immediately available funds without counterclaim or setoff and free and clear
of, and without any deduction or withholding for, any taxes or other payments,
together with interest on the unpaid balance of this Note, beginning on the date
hereof, before maturity, default or judgment, at an annual fixed interest rate
of fifteen percent (15.0%) (the “Note Rate”) together
with all taxes levied or assessed against the Holder on this Note or the debt
evidenced hereby, and together with all costs, expenses, reasonable attorneys’
and professionals’ fees incurred in any action to collect the indebtedness of
this Note, to foreclose any security agreement securing the indebtedness of this
Note, or in protecting or sustaining the lien of any security agreement, or in
any litigation or controversy arising from or connected with this Note or any
security agreement or other agreement securing the indebtedness of this
Note.

      


      2.           All
capitalized terms used herein and not defined herein shall have the meanings
specified in the Commercial Term Loan Agreement between the Maker and the Lender
of even date herewith (the “Loan
Agreement”).

      


      3.           Interest
shall be computed daily on the basis of a 360-day year and the actual days
elapsed, together with all taxes levied or assessed against the Holder on this
Note or the debt evidenced hereby, and together with all costs, expenses,
attorneys’ and professionals’ fees incurred in any action to collect the
indebtedness of this Note, to foreclose any mortgage or security agreement
securing the indebtedness of this Note, or in protecting or sustaining the lien
of any mortgage or any security agreement, or in any litigation or controversy
arising from or connected with this Note or any mortgage, security agreement or
other agreement securing the indebtedness of this Note.

      


      4.           The
indebtedness of this Note, if not sooner paid, shall be due and payable in full
on March 31, 2010 (the “Maturity
Date”).

      


      5.           The
Maker may prepay the principal and interest due hereunder without penalty or
premium.

      


      6.           If
this Note or any payment hereunder becomes due on a day which is not a Business
Day (as defined in the Commercial Term Loan Agreement), the due date of this
Note or payment shall be extended to the next succeeding Business Day and such
extension of time shall be included in computing interest and fees in connection
with such payment.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.           The
Maker agrees that if the Maker (i) shall fail to make payments required under
this Note when due; or (ii) an Event of Default shall have occurred under the
Loan Agreement (each an “Event of Default”)
then, upon the occurrence of an Event of Default, the entire indebtedness with
accrued interest thereon due under this Note shall, at the option of the Holder,
accelerate and become immediately due and payable without notice.  The
failure of the Holder to exercise such option shall not constitute a waiver of
its right to exercise the same upon the occurrence of any subsequent Event of
Default.

      


      8.           The
Maker agrees that upon the occurrence of an Event of Default, after judgment or
on the Maturity Date, the indebtedness of this Note shall bear interest at an
annual rate of 5.0% above the Note Rate.

      


      9.           Notwithstanding
any provision of this Note, it is the understanding and agreement of the Maker
and the Holder that if, at any time, the rate of interest, together with all
amounts which constitute interest and which are reserved, charged or taken by
the Holder as compensation for fee, services or expenses incidental to the
making, negotiating or collection of the loan evidenced by this Note, shall be
deemed by any competent court of law, governmental agency or tribunal to exceed
the maximum rate of interest permitted to be charged by the Holder to the Maker
under applicable law, then, during such time as such rate of interest would be
deemed excessive, that portion of each sum paid attributable to that portion of
such interest rate that exceeds the maximum rate of interest so permitted shall
be deemed a voluntary prepayment of principal. As used herein, the term
“applicable law” shall mean the law in effect as of the date hereof; provided,
however, that in the event there is a change in the law which results in a
higher permissible rate of interest, then this Note shall be governed by such
new law as of its effective date.

      


      10.           The
failure by the Holder to insist upon the strict performance by the Maker of any
terms and provisions herein shall not be deemed to be a waiver of any terms and
provisions herein, and the Holder shall retain the right thereafter to insist
upon strict performance by the Maker of any and all terms and provisions of this
Note or any document securing the repayment of this Note.

      


      11.           The
Maker acknowledges receipt of a copy of this Note and attests that no part of
such proceeds will be used, in whole or in part, for the purpose of purchasing
or carrying any “margin stock” as such term is defined by the Board of Governors
of the Federal Reserve System.

      


      12.           This
Note and the 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 OR ANY OF THE
OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF CONNECTICUT OR
ANY FEDERAL COURT SITTING THEREIN AND CONSENT 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 COMMERCIAL TERM PROMISSORY 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.

       

      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      


      13.           This
Note is intended by the parties as the final, complete and exclusive statement
of the transactions evidenced by this Note. All prior or contemporaneous
promises, agreements and understandings, whether oral or written are deemed to
be superceded by this Note, and no other party is relying on any promise,
agreement or understanding not set forth in this Note. This Note may not be
amended or modified except by a written instrument describing such amendment or
modification executed by the Maker and the Holder.

      


      14.           Upon
receipt of an affidavit of any manager or managing member of the Holder as to
the loss, theft, destruction or mutilation of this Note or any other security
document which is not of public record, and, in the case of such loss, theft,
destruction or mutilation, upon cancellation of such Note or other security
document, the Maker will issue, in lieu thereof, a replacement note or other
security document in the same principal amount thereof and otherwise of like
tenor.

      


      15.           THE
MAKER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT,
PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS
NOTE.  THE MAKER ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY,
VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE
RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.

      


      16.           THE
MAKER ACKNOWLEDGES THAT THIS AGREEMENT AND THE UNDERLYING TRANSACTION GIVING
RISE HERETO CONSTITUTE COMMERCIAL BUSINESS TRANSACTED WITHIN THE STATE OF
CONNECTICUT.  IN THE EVENT OF ANY LEGAL ACTION BETWEEN MAKERS AND
HOLDER HEREUNDER, MAKER HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE
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 BANK MAY DESIRE TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND,
PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF ANY
RENEWALS OR EXTENSIONS.  THE MAKER ALSO WAIVES THE RIGHT TO ASSERT IN
ANY ACTION, SUIT OR PROCEEDING WITH REGARD TO THIS AGREEMENT, ANY OFFSETS OF
COUNTERCLAIMS THE MAKER MAY HAVE, EXCEPT COMPULSORY COUNTERCLAIMS. MAKER
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.

       

      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      


      18.           THE
MAKER 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
HOLDER’S RIGHTS.  THE MAKER 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]

       

      
        
           

        

        
          - 4
-

          
            

          

        

        
           

        

      

       

      [Signature
Page to $1,000,000 Commercial Term Promissory Note]

       

      
        
          	 	      
                  BONDS.COM
      GROUP, INC.

                	 
	 	
                  By:
      

                	/s/ John
      J. Barry IV	 
	 	Name:  John
      J. Barry IV	 
	 	Title:    Chief
      Executive Officer	 
	 	 	 	 


        

      

      

        
          
             


          

          
            - 5
-