Exhibit
      10.7

     

    CONTRIBUTION
      AGREEMENT

     

    KNOW
      ALL
      MEN BY THESE PRESENTS: That, for value received as indicated herein, JOHN J.
      BARRY III and JOHN J. BARRY IV ("Transferors"), have granted, conveyed,
      assigned, transferred, and set over to BONDS.COM HOLDINGS, INC., a Delaware
      Coporation ("Transferee"), all of their right, title, and interest in that
      asset
      of Transferors (the "Transferred Asset") more particularly described as the
      domain name “BONDS.COM” and all associated trademark rights, which they
      currently hold as tenants in common, as to an undivided one-half interest each.
      

    


    The
      parties hereto hereby agree that the Trademark and Domain License Agreement
      dated May 5, 2006 (the “License Agreement”) between Yonders Wall Investment
      Company LLC, a Florida Limited Liability Company, and Transferee is hereby
      terminated and of no further force or effect and each party hereby acknowledges
      and agrees that neither party has any continuing obligations or liabilities
      there under. For the avoidance of doubt, Yonders Wall Investment Company, LLC
      hereby releases and discharges any further payment obligations of the Transferee
      with respect to license payments due under the License Agreement prior to the
      termination thereof hereunder.

    


    From
      and
      after the date hereof, Transferor shall duly and promptly perform such further
      acts and duly execute, acknowledge, and deliver all such further deeds,
      assignments, transfers on the domain name registry, conveyances, powers of
      attorney, and assurances as may be reasonably required to convey to and vest
      in
      Transferees and protect Transferees’ right, title, and interest in and the
      enjoyment of the Transferred Asset intended to be assigned, transferred, and
      conveyed pursuant to this Contribution Agreement and as may be appropriate
      otherwise to carry out the transactions contemplated by this Contribution
      Agreement, including without limitation changing the name of the official
      registrant of the Domain Name with the Internet Corporation for Assigned Names
      and Numbers (ICANN). 

    


    The
      Transferor represents and warrants that the properties, rights, and assets
      of
      Transferors transferred, sold, assigned, and conveyed to Transferee hereby
      are:
      (i) free and clear of all mortgages, liens, claims, conditional sales
      agreements, charges, encumbrances, and restrictions of every kind and nature
      and
      (ii) the Transferors hold all right, title and interest to the Transferred
      Asset.

    


    In
      exchange for the contribution of the Transferred Asset, the Transferee is
      issuing and delivering to the Transferors 6,710,130 shares of Common Stock,
      which the parties hereby acknowledge and agree has an aggregate fair market
      value of $4,000,000 ($3.31 per share). The parties also acknowledge and agree
      that this Contribution of Assets is being made pursuant to an election by the
      Transferee pursuant to Section 8 of the License Agreement to purchase the
      Transferred Assets.

    


    Each
      Party hereto represents and warrants to the other parties, that: (i) such party
      has the authority to enter into this agreement and consummate the transactions
      contemplated herein, (ii) the transactions contemplated herein do not conflict
      with any agreement, commitment or obligation of such party.

    


    Transferors
      will warrant and defend the sale of the Transferred Assets against all and
      every
      person or persons whomsoever claiming or to claim against any or all of the
      same.

    


    Transferee
      acknowledges that it has had an opportunity to review and examine the
      Transferred Asset and accepts the Transferred Asset as is, without any
      representations or warranties regarding condition or quality or fitness for
      a
      particular purpose or use.

    


    This
      instrument and the covenants and agreements herein set forth shall inure to
      the
      benefit of Transferee and its successors and assigns and shall be binding upon
      Transferors and their successors and assigns. 

    


    Transferors
      and Transferee agree and intend that the contribution of the Transferred Asset
      is to be a nontaxable transfer of assets, solely in exchange for stock of the
      Transferee, and Transferors hereby warrant and represent that they currently
      hold, and will continue to hold, over 80% of the outstanding shares and over
      80%
      of the voting power of the Transferee (constituting control for purposes of
      section 351 of the Internal Revenue Code of 1986, as amended) after the
      contribution of the Transferred Asset, that Transferors do not intend to sell
      the stock received in exchange for the Transferred Asset, and that to the best
      of their knowledge, the contribution of the Transferred Asset will qualify
      for
      nonrecognition treatment under such section 351. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, Transferors have executed this Contribution Agreement and
      delivered same to Transferee, effective as of the 6th
      day of
      September, 2007.

     

    
      	 	 	Transferors
	 	
            
	 	 	 
	
            	
            	/s/
              John
              J. Barry III
	 	
              
JOHN
              J. BARRY III, individually
	 	
            
	 	
              /s/
                John J. Barry IV

              
                

              

              JOHN
                J. BARRY IV, individually 

            



      
        	 	 	Transferee
	 	
              	
                 

                BONDS.COM HOLDINGS, INC.

                 

                 

              
	 	By:  	
                /s/
                  John J. Barry IV  

                  

                

                John
                  J. Barry IV, CEO and President 

              
	 	 	
                Print
                  Name and Officer Position 

              


      

       

    

    With
      regard only to the Second Paragraph of the above, acknowledged and agreed by:
       

    


    YONDERS
      WALL INVESTMENT COMPANY, LLC

    


    


    By:
      /s/ John
      J. Barry III 

    
      

    

    John
      J.
      Barry III, as President and as Member

    


    


    By:
      /s/ John
      J. Barry IV 

    
      

    

    John
      J.
      Barry IV, as Member