Exhibit
      4.2  

    


    NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL,
      IN
      FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION
      IS
      NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SUCH SECURITIES CAN BE SOLD PURSUANT
      TO RULE 144 OR RULE 144A UNDER SAID ACT AS REASONABLY DETERMINED BY THE COMPANY.
      

    


    BONDS.COM
      GROUP, INC.

    


    Warrant
      To Purchase Common Stock

    


    Warrant
      No.: [NUMBER]

    Number
      of Shares of Common Stock:
      [NUMBER
      OF SHARES] 

    Date
      of Issuance:
      December 21, 2007 ("Issuance
      Date")

    


    Bonds.com
      Group, Inc., a Delaware corporation (the "Company"),
      hereby certifies that, for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, [NAME OF HOLDER], the registered
      holder hereof or its permitted assigns (the "Holder"),
      is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      the Exercise Price (as defined below) then in effect, upon surrender of this
      Warrant to Purchase Common Stock (including any and all Warrants to Purchase
      Common Stock issued pursuant to the Investment Agreement or in exchange,
      transfer or replacement thereof, collectively, the "Warrants"),
      at
      any time or times on or before 11:59 p.m., New York time, on the Expiration
      Date
      (as defined below), [NUMBER OF SHARES] fully paid nonassessable shares of Common
      Stock (as defined below) (the
      "Warrant
      Shares").
      Except as otherwise defined herein, capitalized terms in this Warrant shall
      have
      the meanings set forth in Section 12. This Warrant is being issued in exchange
      for the Warrant to purchase Common Stock issued pursuant to that certain
      Investment Agreement, dated as of October 19, 2007 (the "Subscription
      Date"),
      by
      and among the Bonds.com Holdings, Inc. and Holder (the "Investment
      Agreement").
      Capitalized terms not defined herein shall have the same meaning as defined
      in
      the Investment Agreement. 

     

    1. EXERCISE
      OF WARRANT.

     

    (a) Mechanics
      of Exercise.
      Subject
      to the terms and conditions hereof (including, without limitation, the
      limitations set forth in Section 1(f)), this Warrant may be exercised by the
      Holder on any day on or after the date hereof, in whole or in part, by
      (i) delivery of a written notice, in the form attached hereto as
Exhibit
      A
      (the
      "Exercise
      Notice"),
      of
      the Holder's election to exercise this Warrant and (ii) payment to the Company
      of an amount equal to the applicable Exercise Price multiplied by the number
      of
      Warrant Shares as to which this Warrant is being exercised (the "Aggregate
      Exercise Price")
      by
      wire transfer of immediately available funds. The Holder shall be required
      to
      deliver the original Warrant or an affidavit of loss in a form reasonable
      acceptable to the Company in order to effect an exercise hereunder. In the
      event
      of a partial exercise, the Holder shall return the original Warrant and the
      Company shall issue to the Holder a replacement Warrant on the same terms and
      conditions as this Warrant, but representing the number of Warrant Shares
      remaining after such partial exercise. On or before the third (3rd) Business
      Day
      following the date on which the Company has received each of the Exercise
      Notice, the Warrant and the Aggregate Exercise Price (the "Exercise
      Delivery Documents"),
      the
      Company shall transmit by facsimile or email an acknowledgment of confirmation
      of receipt of the Exercise Delivery Documents to the Holder and the Company's
      transfer agent (the "Transfer
      Agent"),
      if
      the Company has a Transfer Agent at such time. On or before the fifth (5th)
      Business Day following the date on which the Company has received all of the
      Exercise Delivery Documents (the "Share
      Delivery Date"),
      the
      Company shall (X) provided that the Transfer Agent is participating in The
      Depository Trust Company ("DTC")
      Fast
      Automated Securities Transfer Program, upon the request of the Holder, credit
      such aggregate number of Warrant Shares to which the Holder is entitled pursuant
      to such exercise to the Holder's or its designee's balance account with DTC
      through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer
      Agent or the Company (if the Company does not have a Transfer Agent at such
      time) is not participating in the DTC Fast Automated Securities Transfer
      Program, issue and dispatch by overnight courier to the address as specified
      in
      the Exercise Notice, a certificate, registered in the Company's share register
      in the name of the Holder or its designee, for the number of shares of Common
      Stock to which the Holder is entitled pursuant to such exercise. Upon delivery
      of the Exercise Delivery Documents, the Holder shall be deemed for all corporate
      purposes to have become the holder of record of the Warrant Shares with respect
      to which this Warrant has been exercised, irrespective of the date such Warrant
      Shares are credited to the Holder's DTC account or the date of delivery of
      the
      certificates evidencing such Warrant Shares, as the case may be. If this Warrant
      is submitted in connection with any exercise pursuant to this Section 1(a)
      and
      the number of Warrant Shares represented by this Warrant submitted for exercise
      is greater than the number of Warrant Shares being acquired upon an exercise,
      then the Company shall as soon as practicable and in no event later than five
      (5) Business Days after any exercise and at its own expense, issue a new Warrant
      (in accordance with Section 5(d)) representing the right to purchase the number
      of Warrant Shares purchasable immediately prior to such exercise under this
      Warrant, less the number of Warrant Shares with respect to which this Warrant
      is
      exercised. No fractional shares of Common Stock are to be issued upon the
      exercise of this Warrant, but rather the number of shares of Common Stock to
      be
      issued shall be rounded down to the nearest whole number. The Company shall
      pay
      any and all taxes which may be payable with respect to the issuance and delivery
      of Warrant Shares upon exercise of this Warrant. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Exercise
      Price.
      For
      purposes of this Warrant, "Exercise
      Price"
      means
      $0.66, subject to adjustment as provided herein. 

     

    (c) Company's
      Failure to Timely Deliver Securities.
      If the
      Company shall fail for any reason or for no reason to issue to the Holder within
      five (5) Business Days of receipt of the Exercise Delivery Documents, a
      certificate for the number of shares of Common Stock to which the Holder is
      entitled and register such shares of Common Stock on the Company's share
      register or to credit the Holder's balance account with DTC for such number
      of
      shares of Common Stock to which the Holder is entitled upon the Holder's
      exercise of this Warrant, then, in addition to all other remedies available
      to
      the Holder, the Company shall pay in cash to the Holder on each day after such
      fifth Business
      Day that the issuance of such shares of Common Stock is not timely effected
      an
      amount (the “Penalty
      Payment”)
      equal
      to 2.0% of the product of (A) the sum of the number of shares of Common Stock
      not issued to the Holder on a timely basis and to which the Holder is entitled
      and (B) the Closing Sale Price of the shares of Common Stock on the Trading
      Day
      immediately preceding the last possible date which the Company could have issued
      such shares of Common Stock to the Holder without violating Section 1(a). In
      the
      event that the Company’s common stock is publicly traded at the time of such
      exercise of the Warrant Share and if within five (5) Trading Days after the
      Company's receipt of the facsimile copy of a Exercise Notice the Company shall
      fail to issue and deliver a certificate to the Holder and register such shares
      of Common Stock on the Company's share register or credit the Holder's balance
      account with DTC for the number of shares of Common Stock to which the Holder
      is
      entitled upon the Holder's exercise hereunder, and if on or after such Trading
      Day the Holder purchases (in an open market transaction) shares of Common Stock
      to deliver in satisfaction of a sale by the Holder of shares of Common Stock
      issuable upon such exercise that the Holder was entitled to receive from the
      Company (a "Buy-In"),
      then
      the Company shall, within five (5) Business Days after the Holder's request
      and
      in the Company's discretion, either (i) pay cash to the Holder in an amount
      equal to the Holder's total purchase price (including brokerage commissions,
      if
      any) for the shares of Common Stock so purchased (the "Buy-In
      Price"),
      at
      which point the Company's obligation to deliver such certificate (and to issue
      such Warrant Shares) and pay any Penalty Payment shall terminate, or (ii)
      promptly honor its obligation to deliver to the Holder a certificate or
      certificates representing such Warrant Shares and pay cash to the Holder in
      an
      amount equal to the excess (if any) of the Buy-In Price over the product of
      (A)
      such number of shares of Common Stock, times (B) the Closing Bid Price on the
      date of exercise. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (d) Cashless
      Exercise.
       The
      Warrants are not subject to cashless exercise.  

     

    (e) Insufficient
      Authorized Shares.
      If at
      any time while any of the Warrants remain outstanding the Company does not
      have
      a sufficient number of authorized and unreserved shares of Common Stock to
      satisfy its obligation to reserve for issuance upon exercise of the Warrants
      at
      least a number of shares of Common Stock equal to (the "Required
      Reserve Amount")
      the
      number of shares of Common Stock as shall from time to time be necessary to
      effect the exercise of all of the Warrants then outstanding (an "Authorized
      Share Failure"),
      then
      the Company shall immediately take all action necessary to increase the
      Company's authorized shares of Common Stock to an amount sufficient to allow
      the
      Company to reserve the Required Reserve Amount for the Warrants then
      outstanding. Without limiting the generality of the foregoing sentence, as
      soon
      as practicable after the date of the occurrence of an Authorized Share Failure,
      but in no event later than sixty (60) days after the occurrence of such
      Authorized Share Failure, the Company shall hold a meeting of its stockholders
      for the approval of an increase in the number of authorized shares of Common
      Stock. In connection with such meeting, the Company shall use its best efforts
      to solicit its stockholders' approval of such increase in authorized shares
      of
      Common Stock and to cause its board of directors to recommend to the
      stockholders that they approve such proposal.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    2. 
      ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.
      The
      Exercise Price and the number of Warrant Shares shall be adjusted from time
      to
      time as follows: 

     

    (a) Reorganization,
      Reclassification, Merger, Consolidation or Disposition of Assets.
      In case
      the Company shall reorganize its capital, reclassify its capital stock,
      consolidate or merge with or into another corporation or other entity (where
      the
      Company is not the surviving corporation or where there is a change in or
      distribution with respect to any class of common stock of the Company), or
      sell,
      transfer or otherwise dispose of all or substantially all its property, assets
      or business to another corporation or other entity and, pursuant to the terms
      of
      such reorganization, reclassification, merger, consolidation or disposition
      of
      assets, shares of common stock of the successor or acquiring corporation or
      other entity, or any cash, shares of stock or other securities or property
      of
      any nature whatsoever (including warrants or other subscription or purchase
      rights) in addition to or in lieu of common stock of the successor or acquiring
      corporation or other entity (“Other
      Property”),
      are
      to be received by or distributed to the holders of Common Stock of the Company,
      then the Holder shall have the right thereafter to receive, upon exercise of
      this Warrant, the number of shares of common stock of the successor or acquiring
      corporation or other entity or of the Company, if it is the surviving
      corporation, and Other Property receivable upon or as a result of such
      reorganization, reclassification, merger, consolidation or disposition of assets
      by a Holder of the number of shares of Common Stock for which this Warrant
      is
      exercisable immediately prior to such event. In case of any such reorganization,
      reclassification, merger, consolidation or disposition of assets, the successor
      or acquiring corporation (if other than the Company) and, if an entity different
      from the successor or acquiring corporation, the entity whose common stock
      or
      Other Property the holders of Common Stock are entitled to receive as a result
      of such transaction, shall expressly assume the due and punctual observance
      and
      performance of each and every covenant and condition of this Warrant to be
      performed and observed by the Company and all the obligations and liabilities
      hereunder, subject to such modifications as may be deemed appropriate (as
      determined in good faith by resolution of the Board of Directors of the Company)
      in order to provide for adjustments of Warrant Shares for which this Warrant
      is
      exercisable which shall be as nearly equivalent as practicable to the
      adjustments provided for in this Section 2. For purposes of this Section 2,
      “common
      stock of the successor or acquiring corporation”
shall
      include stock of such corporation of any class which is not preferred as to
      dividends or assets over any other class of stock of such corporation and which
      is not subject to redemption and shall also include any evidences of
      indebtedness, shares of stock or other securities which are convertible into
      or
      exchangeable for any such stock, either immediately or upon the arrival of
      a
      specified date or the happening of a specified event and any warrants or other
      rights to subscribe for or purchase any such stock. The foregoing provisions
      of
      this Section 2 shall similarly apply to successive reorganizations,
      reclassifications, mergers, consolidations or disposition of
      assets.

     

    (b) Stock
      Splits and Dividends.
      If
      outstanding shares of the Company’s Common Stock shall be subdivided into a
      greater number of shares or an in kind dividend in Common Stock shall be paid
      in
      respect of Common Stock, the Exercise Price in effect immediately prior to
      such
      subdivision or at the record date of such dividend shall simultaneously with
      the
      effectiveness of such subdivision or immediately after the record date of such
      dividend be proportionately reduced, as equitably determined in good faith
      by
      the Board of the Company. If outstanding shares of Common Stock shall be
      combined into a smaller number of shares, the Exercise Price in effect
      immediately prior to such combination shall, simultaneously with the
      effectiveness of such combination, be proportionately increased, as equitably
      determined in good faith by the Board of the Company. When any adjustment is
      required to be made in the Exercise Price, the number of shares of Warrant
      Stock
      purchasable upon the exercise of this Warrant shall be changed to the number
      determined by dividing (i) an amount equal to the number of shares issuable
      upon the exercise of this Warrant immediately prior to such adjustment,
      multiplied by the Exercise Price in effect immediately prior to such adjustment,
      by (ii) the Exercise Price in effect immediately after such
      adjustment.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (c) Notice
      of Adjustment.
      Whenever the number of Warrant Shares or number or kind of securities or other
      property purchasable upon the exercise of this Warrant or the Exercise Price
      is
      adjusted, as herein provided, the Company shall give notice thereof to the
      Holder, which notice shall state the number of Warrant Shares (and other
      securities or property) purchasable upon the exercise of this Warrant and the
      Exercise Price of such Warrant Shares (and other securities or property) after
      such adjustment, setting forth a brief statement of the facts requiring such
      adjustment and setting forth the computation by which such adjustment was
      made.

     

    3. NON
      CIRCUMVENTION.
      The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its Certificate of Incorporation, Bylaws or through any reorganization, transfer
      of assets, consolidation, merger, scheme of arrangement, dissolution, issue
      or
      sale of securities, or any other voluntary action, intentionally avoid or seek
      to avoid the observance or performance of any of the terms of this Warrant,
      and
      will at all times in good faith carry out all the provisions of this Warrant
      and
      take all action as may be required to protect the rights of the Holder. Without
      limiting the generality of the foregoing, the Company (i) shall not
      increase the par value of any shares of Common Stock receivable upon the
      exercise of this Warrant above the Exercise Price then in effect,
      (ii) shall take all such actions as may be necessary or appropriate in
      order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this Warrant, and
      (iii) shall, so long as any of the Warrants are outstanding, take all action
      necessary to reserve and keep available out of its authorized and unissued
      shares of Common Stock, solely for the purpose of effecting the exercise of
      the
      Warrants, the number of shares of Common Stock as shall from time to time be
      necessary to effect the exercise of such Warrants then outstanding.

     

    4. WARRANT
      HOLDER NOT DEEMED A STOCKHOLDER.
      Except
      as otherwise specifically provided herein, the Holder, solely in such Person's
      capacity as a holder of this Warrant, shall not be entitled to vote or receive
      dividends or be deemed the holder of share capital of the Company for any
      purpose, nor shall anything contained in this Warrant be construed to confer
      upon the Holder, solely in such Person's capacity as the Holder of this Warrant,
      any of the rights of a shareholder of the Company or any right to vote, give
      or
      withhold consent to any corporate action (whether any reorganization, issue
      of
      stock, reclassification of stock, consolidation, merger, conveyance or
      otherwise), receive notice of meetings, receive dividends or subscription
      rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
      which such Person is then entitled to receive upon the due exercise of this
      Warrant. In addition, nothing contained in this Warrant shall be construed
      as
      imposing any liabilities on the Holder to purchase any securities (upon exercise
      of this Warrant or otherwise) or as a shareholder of the Company, whether such
      liabilities are asserted by the Company or by creditors of the Company.
      Notwithstanding this Section 4, the Company shall provide the Holder with copies
      of the same notices and other information given to the shareholders of the
      Company generally, contemporaneously with the giving thereof to the
      shareholders.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    5. REISSUANCE
      OF WARRANT.

     

    (a) Transfer
      of Warrant.
      If this
      Warrant is to be transferred, the Holder shall surrender this Warrant to the
      Company, whereupon the Company will forthwith issue and deliver upon the order
      of the Holder a new Warrant (in accordance with Section 5(d)), registered as
      the
      Holder may request, representing the right to purchase the number of Warrant
      Shares being transferred by the Holder and, if less then the total number of
      Warrant Shares then underlying this Warrant is being transferred, a new Warrant
      (in accordance with Section 5(d)) to the Holder representing the right to
      purchase the number of Warrant Shares not being transferred.

     

    (b) Lost,
      Stolen or Mutilated Warrant.
      Upon
      receipt by the Company of evidence reasonably satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of this Warrant, and, in the case of
      loss, theft or destruction, of any indemnification undertaking by the Holder
      to
      the Company in customary form and, in the case of mutilation, upon surrender
      and
      cancellation of this Warrant, the Company shall execute and deliver to the
      Holder a new Warrant (in accordance with Section 5(d)) representing the right
      to
      purchase the Warrant Shares then underlying this Warrant.

     

    (c) Exchangeable
      for Multiple Warrants.
      This
      Warrant is exchangeable, upon the surrender hereof by the Holder at the
      principal office of the Company, for a new Warrant or Warrants (in accordance
      with Section 6(d)) representing in the aggregate the right to purchase the
      number of Warrant Shares then underlying this Warrant, and each such new Warrant
      will represent the right to purchase such portion of such Warrant Shares as
      is
      designated by the Holder at the time of such surrender; provided, however,
      that
      no Warrants for fractional shares of Common Stock shall be given.

     

    (d) Issuance
      of New Warrants.
      Whenever the Company is required to issue a new Warrant pursuant to the terms
      of
      this Warrant, such new Warrant (i) shall be of like tenor with this Warrant,
      (ii) shall represent, as indicated on the face of such new Warrant, the right
      to
      purchase the Warrant Shares then underlying this Warrant (or in the case of
      a
      new Warrant being issued pursuant to Section 5(a) or Section 5(c), the Warrant
      Shares designated by the Holder which, when added to the number of shares of
      Common Stock underlying the other new Warrants issued in connection with such
      issuance, does not exceed the number of Warrant Shares then underlying this
      Warrant), (iii) shall have an issuance date, as indicated on the face of such
      new Warrant which is the same as the Issuance Date, and (iv) shall have the
      same
      rights and conditions as this Warrant.

     

    6. NOTICES.
      Whenever notice is required to be given under this Warrant, unless otherwise
      provided herein, such notice shall be given in accordance with the Schedule
      to
      the Investment Agreement. The Company shall provide the Holder with prompt
      written notice of all actions taken pursuant to this Warrant, including in
      reasonable detail a description of such action and the reason therefore. Without
      limiting the generality of the foregoing, the Company will give written notice
      to the Holder (i) immediately upon any adjustment of the Exercise Price, setting
      forth in reasonable detail, and certifying, the calculation of such adjustment
      and (ii) at least fifteen days prior to the date on which the Company closes
      its
      books or takes a record with respect to any dividend or distribution upon the
      shares of Common Stock, , provided in each case that such information shall
      be
      made known to the public prior to or in conjunction with such notice being
      provided to the Holder.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    7. AMENDMENT
      AND WAIVER.
      Except
      as otherwise provided herein, the provisions of this Warrant may be amended
      and
      the Company may take any action herein prohibited, or omit to perform any act
      herein required to be performed by it, only if the Company has obtained the
      written consent of the Required Holders; provided that no such action may
      increase the exercise price of the Warrant or decrease the number of shares
      or
      class of stock obtainable upon exercise of this Warrant without the written
      consent of the Holder.

     

    8. GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed and enforced in accordance with,
      and
      all questions concerning the construction, validity, interpretation and
      performance of this Warrant shall be governed by, the internal laws of the
      State
      of New York, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of New York or any other jurisdictions)
      that would cause the application of the laws of any jurisdictions other than
      the
      State of New York.

     

    9. CONSTRUCTION;
      HEADINGS.
      This
      Warrant shall be deemed to be jointly drafted by the Company and Holder and
      shall not be construed against any person as the drafter hereof. The headings
      of
      this Warrant are for convenience of reference and shall not form part of, or
      affect the interpretation of, this Warrant.

     

    10. REMEDIES,
      OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
      The
      remedies provided in this Warrant shall be cumulative and in addition to all
      other remedies available under this Warrant and the other Transaction Documents,
      at law or in equity (including a decree of specific performance and/or other
      injunctive relief), and nothing herein shall limit the right of the Holder
      right
      to pursue actual damages for any failure by the Company to comply with the
      terms
      of this Warrant. The Company acknowledges that a breach by it of its obligations
      hereunder will cause irreparable harm to the Holder and that the remedy at
      law
      for any such breach may be inadequate. The Company therefore agrees that, in
      the
      event of any such breach or threatened breach, the holder of this Warrant shall
      be entitled, in addition to all other available remedies, to an injunction
      restraining any breach, without the necessity of showing economic loss and
      without any bond or other security being required.

     

    11. TRANSFER.
      This
      Warrant may be offered for sale, sold, transferred or assigned without the
      consent of the Company, except as may otherwise be required by Section 2(f)
      of
      the Investment Agreement, by delivering a written notice, in the form attached
      hereto as Exhibit
      B
      (the
      "Assignment
      Notice")
      of the
      Holder's election to assign this Warrant.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    12. CERTAIN
      DEFINITIONS.
      For
      purposes of this Warrant, the following terms shall have the following
      meanings:

     

    (a) "Bloomberg"
      means
      Bloomberg Financial Markets.

     

    (b) "Business
      Day"
      means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      The City of New York are authorized or required by law to remain
      closed.

     

    (c) "Closing
      Bid Price"
      and
      "Closing
      Sale Price"
      means,
      for any security as of any date, the last closing bid price and last closing
      trade price, respectively, for such security on the Principal Market, as
      reported by Bloomberg, or, if the Principal Market begins to operate on an
      extended hours basis and does not designate the closing bid price or the closing
      trade price, as the case may be, then the last bid price or last trade price,
      respectively, of such security prior to 4:00 p.m., New York time, as reported
      by
      Bloomberg, or, if the Principal Market is not the principal securities exchange
      or trading market for such security, the last closing bid price or last trade
      price, respectively, of such security on the principal securities exchange
      or
      trading market where such security is listed or traded as reported by Bloomberg,
      or if the foregoing do not apply, the last closing bid price or last trade
      price, respectively, of such security in the over-the-counter market on the
      electronic bulletin board for such security as reported by Bloomberg, or, if
      no
      closing bid price or last trade price, respectively, is reported for such
      security by Bloomberg, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the "pink
      sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).
      If
      the Closing Bid Price or the Closing Sale Price cannot be calculated for a
      security on a particular date on any of the foregoing bases, the Closing Bid
      Price or the Closing Sale Price, as the case may be, of such security on such
      date shall be the fair market value as mutually determined by the Company and
      the Holder. If the Company and the Holder are unable to agree upon the fair
      market value of such security, then such dispute shall be resolved pursuant
      to
      Section 12. All such determinations to be appropriately adjusted for any stock
      dividend, stock split, stock combination or other similar transaction during
      the
      applicable calculation period.

     

    (d) "Common
      Stock"
      means
      (i) the Company's shares of Common Stock, par value $0.0001 per share, and
      (ii) any share capital into which such Common Stock shall have been changed
      or any share capital resulting from a reclassification of such Common
      Stock.

     

    (e) "Dollar",
      "US
      Dollar"
      and
      "$"
      each
      mean the lawful money of the United States.

     

    (f) "Eligible
      Market"
      means
      the Principal Market, The New York Stock Exchange, Inc., the American Stock
      Exchange, The NASDAQ Global Market, The NASDAQ Capital Market or The NASDAQ
      Global Select Market.

     

    (g) "Expiration
      Date"
      means
      the date November 1, 2012, or if such day is other than a Business Day or a
      day
      on which trading does not take place on the Principal Market (a "Holiday"),
      the
      next date that is not a Holiday.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (h) “Investment
      Agreement”
means
      that certain investment agreement dated October 19, 2007 among the Company
      and
      Buyers set forth therein.

     

    (i) "Parent
      Entity"
      of a
      Person means an entity that, directly or indirectly, controls the applicable
      Person and whose common stock or equivalent equity security is quoted or listed
      on an Eligible Market, or, if there is more than one such Person or Parent
      Entity, the Person or Parent Entity with the largest public market
      capitalization as of such date.

     

    (j) "Person"
      means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization, any other entity and
      a
      government or any department or agency thereof.

     

    (k) "Required
      Holders"
      means
      the holders of those Warrants representing at least a majority of shares of
      Common Stock underlying all of the Warrants then outstanding.

     

    (l) "Successor
      Entity"
      means
      the Person (or, if so elected by the Required Holders, the Parent Entity) formed
      by, resulting from or surviving any merger, reorganization or similar
      transaction or the Person (or, if so elected by the Required Holders, the Parent
      Entity) with which such transaction shall have been entered into.

     

    (m) "Trading
      Day"
      means
      any day on which the Common Stock are traded on the Principal Market, or, if
      the
      Principal Market is not the principal trading market for the Common Stock,
      then
      on the principal securities exchange or securities market on which the Common
      Stock are then traded; provided that "Trading Day" shall not include any day
      on
      which the Common Stock are scheduled to trade on such exchange or market for
      less than 4.5 hours or any day that the Common Stock are suspended from trading
      during the final hour of trading on such exchange or market (or if such exchange
      or market does not designate in advance the closing time of trading on such
      exchange or market, then during the hour ending at 4:00:00 p.m., New York
      time).

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to Purchase Common Stock to be duly executed
      as
      of the Issuance Date set out above.

     

    
      	 	 	 
	 	
              BONDS.COM
                GROUP,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              John
              Barry IV 
	 	
              
Name:
              John Barry IV  
	 	Title:
              Chief Executive Officer 


    

    


    Registered
      Holder Name:
      «First_Name»
      [NAME]

    Warrant
      No.: [NUMBER]

    Number
      of Shares of Common Stock:
      [NUMBER] 

    Date
      of Issuance:
      [December 21, 2007]

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    EXERCISE
      NOTICE

    TO
      BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT
      TO PURCHASE COMMON STOCK

    


    BONDS.COM
      GROUP, INC.

    The
      undersigned holder hereby exercises the right to purchase _________________
      of
      the shares of Common Stock ("Warrant
      Shares")
      of
      Bonds.com Group, Inc., a Delaware corporation (the "Company"),
      evidenced by the attached Warrant to Purchase Common Stock (the "Warrant").
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Warrant.

    


    1.
      Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price
      in
      the sum of $___________________ to the Company in accordance with the terms
      of
      the Warrant.

    


    2.
      Delivery of Warrant Shares. The Company shall deliver to the holder __________
      Warrant Shares in accordance with the terms of the Warrant.

    


    Date:
      _______________ __, ______

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    ASSIGNMENT
      NOTICE

    TO
      BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER OR ASSIGN
      THIS

    WARRANT
      TO PURCHASE COMMON STOCK

    


    Form
      of Assignment


    


    For
      value
      received, the undersigned hereby sells, assigns and transfers unto ____________
      the right represented by the Warrant to purchase _______ shares of Common Stock
      of Bonds.com Group, Inc., to which the Warrant relates, and appoints ___________
      to transfer such right on the books of Bonds.com Group, Inc., with full power
      of
      substitution in the premises. 

    


    Dated:_____________

     

    ____________________________

    (Signature)

    


    Signed
      in
      the presence of: 

    


    ______________________________
      

    Name
      of
      Registered Holder

     

    By:
      
      
        

      
 
Name:

    Title: