Exhibit
      10.2

    


    

    


    PLACEMENT
      AGENT AGREEMENT

    


    October
      5, 2007

    


    Keating
      Securities, LLC

    5251
      DTC
      Parkway, Suite 1090

    Greenwood
      Village, CO 80111

    


    Bonds.com
      Holdings, Inc.

    1515
      South Federal Highway

    Suite
      212
      A

    Boca
      Raton, FL 33432

     

    Re: Offering
      of Common Stock in the Aggregate Principal Amount of $4,000,000
      (Maximum) with Attached Warrants


    


    Dear
      Sirs:

    


    Keating
      Securities, LLC, a Delaware limited liability company (the “Placement
      Agent”),
      proposes to act on a best efforts basis as the exclusive placement agent for
      Bonds.com Holdings, Inc., a Delaware corporation (“Bonds.com”),
      in a
      private placement offering (the “Offering”)
      of
      common stock (the “Common
      Stock”),
      of
      Bonds.com (the “Common
      Stock”)
      with
      attached warrants (“Warrants”,
      together with the Common Stock, the “Units”),
      at a
      price of $50,000 per Unit, in a maximum principal amount of $4,000,000 (the
      “Maximum
      Amount”),
      to be
      issued by Bonds.com, upon the acceptance of the investments. The offering period
      shall extend for 45 days from the date hereof, unless extended with the mutual
      agreement of the Placement Agent and Bonds.com (as and if so extended, the
      “Offering
      Period”).
      The
      offering may consist of more than one closing at the discretion of the Placement
      Agent and Bonds.com.

     

    Following
      the Closings (as defined below), the Company agrees to file, on the terms set
      forth in the Registration Rights Agreement between the Company and the investors
      purchasing the Units (the “Investors”),
      a
      Registration Statement under the Securities Act of 1933, as amended
      (“Securities
      Act”)
      to
      register the shares of Common Stock included in each Unit and the shares of
      Common Stock underlying the Warrants included in each Unit. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company desires to employ Keating Securities, LLC (the "Placement
      Agent")
      as its
      exclusive placement agent to offer, offer for sale and sell the Units subject
      to
      all of the terms and conditions of this Agreement.

     

    1. Description
      of Offering and Appointment of Agent. 

    


    (a) Appointment.
      On
      the
      basis of the representations, warranties and covenants herein contained, but
      subject to the terms and conditions herein set forth, the Placement Agent is
      hereby appointed the exclusive agent of the Company during the Offering Period
      (as defined herein) for the purpose of finding subscribers for sale of up to
      $4,000,000 of Units on a “best efforts” basis.
      The
      Placement Agent may, in its sole discretion, appoint participating agents
      (including foreign banks, dealers and institutions) to offer and sell the Units
      as sub-agents of the Placement Agent (the "Participating
      Agents")
      pursuant to a dealer agreement between the Placement Agent and each
      Participating Agent (“Dealer
      Agreement”).
      A
      minimum purchase of $50,000 per investor is required. No fractional Units will
      be sold in the Offering. The Placement Agent acknowledges that the Company
      may
      limit its acceptance of subscriptions in any manner it deems prudent in order
      to
      provide for the timely use of subscriber funds and may reject any subscription
      for any reason, and the Placement Agent agrees that any such rejection of a
      subscription obtained by the Placement Agent or by the Participating Agents
      shall be deemed not to be a sale made by the Placement Agent or by the
      Participating Agents. The Placement Agent further acknowledges that (i) all
      wire
      transfers of subscription funds will be sent to the Company’s designated bank
      account (“Bank
      Account”),
      and
      (ii) all executed subscription documents shall be promptly sent to the Placement
      Agent.

    


    (b) Offering
      Period. The
      "Offering
      Period"
      shall
      mean that period during which the Units are offered for sale, commencing on
      the
      date of this Agreement and continuing until the earlier of (i) the Maximum
      Amount is accepted by the Company or (ii) October 31, 2007, or such later date
      mutually agreed to by the Company and Placement Agent but not later than
      November 15, 2007 (the "Termination
      Date").

    


    (c) Acceptance.
      The
      Placement Agent hereby accepts such agency and agrees on the terms and
      conditions herein set forth to use the Placement Agent's best efforts during
      the
      Offering Period to find subscribers for the Units.

    


    (d) Private
      Placement Offering. The
      Offering will not be registered under federal securities laws or the securities
      laws of any state. The Offering will be a
      private
      offering to "accredited investors" (as such term is defined in Rule 501 of
      Regulation D) ("Accredited Investors") pursuant to and in accordance with
exemptions
      from registration under federal securities laws and state securities acts (the
      "State
      Acts").
      With
      respect to federal securities laws, the Company will rely on one or more
      exemptions from registration for sales to Accredited Investors, including,
      without limitation, exemptions from registration provided by Sections 3(b),
      4(2)
      and/or 4(6) of the Securities Act, Regulation S, and Rule 506 of Regulation
      D,
      promulgated as part of the rules and regulations under the Securities Act (the
      "Rules
      and Regulations").
      With
      respect to the State Acts, the Company will not be subject to them pursuant
      to
      preemption based on Section 18 of the Securities Act or will rely upon limited
      offering exemptions of certain states approved by the Company. The Company
      shall
      use its best efforts to qualify or register the Units for sale, or exempt the
      Units from qualification or registration, under the State Acts as requested
      by
      the Placement Agent, and the Company shall continue such qualifications in
      effect for so long as may be necessary to complete the Offering. The Company
      or
      its counsel shall provide Placement Agent with all applications, forms and
      documents filed in each jurisdiction where the Units are to be qualified or
      registered or qualified or offered in an exempt transaction under the State
      Acts. The Offering of the Units shall be at the offering price and upon the
      terms and conditions set forth in the Securities Purchase Agreement and on
      the
      basis of the representations and warranties therein contained, and subject
      to
      the terms and conditions herein set forth. 

     

    
      
        
        

      

      
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    (e) Closing(s).
      All
      cash
      proceeds from the subscriptions (the "Funds")
      will
      be deposited into the Bank Account. After the Company's acceptance of
      subscriptions in such amount as mutually determined by the Company and the
      Placement Agent, and subject to the Placement Agent’s approval of such
      subscriptions, on a date(s) to be determined by the Company and Placement Agent,
      a closing(s) will take place at the offices of the Company's legal counsel
      or
      another location as determined by the Company, and the shares of Common Stock
      and Warrants included in the Units evidencing the subscriptions will be duly
      executed and issued by the Company and promptly delivered to the Investors
      (the
      "Closing(s)"),
      and
      the shares of Common Stock when issued shall be fully paid and non-assessable.
      

    


    (f) Other
      Covenants.
      In
      connection with the Offering, the Company and Placement Agent each agree as
      follows: (i) the Units will be offered and sold only to Accredited Investors
      pursuant to the registration exemption provided by Sections 3(b), 4(2) and/or
      4(6) of the Securities Act, Regulation S and Rule 506 of Regulation D, as and
      to
      the extent applicable to the Offering, and
      will
      otherwise comply with the applicable laws and regulations of any jurisdictions
      in which the Units are offered or sold, (ii) neither the offer, sale nor
      delivery of the Units in conformity with the terms hereof will violate
      Section 5 of the Securities Act, as currently in effect, and (iii) neither
      the Company nor Placement Agent has taken, nor will either party take any action
      which conflicts with the conditions and requirements of, or which would make
      unavailable with respect to the sale of the Units, the exemptions from
      registration available pursuant to Regulation S, Rule 506 of Regulation D
      or Sections 3(b), 4(2) and/or 4(6) of the Securities Act and neither the
      Company nor Placement Agent knows of any reason why any such exemption would
      be
      otherwise unavailable to it.

    


    (g) Information
      to be Supplied.
      It is
      understood that the Company may make available to Placement Agent and the
      offerees of the Units additional material, data or other information relating
      to
      the Company to the extent such information can be obtained without unreasonable
      effort or expense and is not otherwise confidential or a trade secret of the
      Company (collectively, as limited the “Company
      Data”).
      The
      Company recognizes and confirms that (a) in performing the services
      contemplated by this Agreement, Placement Agent will use and rely primarily
      on
      the Company Data made available to Placement Agent and on other information
      available from generally recognized public sources without having independently
      verified the same; (b) the contents of the Company Data are the sole
      responsibility of the Company, and Placement Agent does not assume any
      responsibility for the accuracy or completeness of the Company Data, and will
      not undertake to verify independently any of their accuracy or completeness;
      and
      (c) Placement Agent will not employ any written material other than the
      Company Data. 

     

    
      
        
        

      

      
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    2. Representations
      and Warranties of the Company. The
      Company represents and warrants to, and agrees with, the Placement Agent and
      the
      Participating Agents (if any) as follows:

    


    (a) The
      Company has been duly incorporated, and validly exists as a corporation in
      good
      standing under the laws of the State of Delaware.
      The
      Company has the requisite power and authority to own, lease and operate its
      assets and properties and to carry on its business as it is now being or
      currently planned by the Company to be conducted. The Company is duly qualified
      or licensed to do business as a foreign company and is in good standing in
      each
      jurisdiction where the character of the properties owned, leased or operated
      by
      it or the nature of its activities makes such qualification or licensing
      necessary, except for such failures to be so duly qualified or licensed and
      in
      good standing that could not, individually or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect on the Company. The minute books
      or
      the equivalent of the Company to the extent of their existence contain true
      and
      accurate records of meetings and true, complete and accurate records of consents
      in lieu of meetings of its directors (and any committees thereof), similar
      governing bodies, and stockholders ("Corporate Records"), since the time of
      the
      Company's organization. For purposes of this Agreement, the term "Material
      Adverse Effect" when used in connection with an entity means any change, event,
      violation, inaccuracy, circumstance or effect, individually or when aggregated
      with other changes, events, violations, inaccuracies, circumstances or effects,
      that is materially adverse to the business, assets (including intangible
      assets), revenues, financial condition or results of operations of such entity
      or its subsidiaries, if any, taken as a whole (it being understood that neither
      of the following alone or in combination shall be deemed, in and of itself,
      to
      constitute a Material Adverse Effect: (a) changes attributable to the public
      announcement or pendency of the Offering, (b) changes in general national or
      regional economic conditions, or (c) changes affecting the industry generally
      in
      which the Company operates). 

    


    (b) The
      Company has complied and will comply with Sections 3(b), 4(2) and/or 4(6) of
      the
      Securities Act, with all of the provisions of the Rules and Regulations
      promulgated under the Securities Act, specifically including the provisions
      of
      Regulation D and Rule 506 thereunder, applicable to them in connection with
      the
      offering and sale of the Units, and with all States Acts and regulations
      applicable to them in connection with the offering and the sale of the
      Units.

    


    (c) The
      execution and performance of this Agreement, and the consummation of the
      transactions contemplated hereby, have been duly authorized by the Company
      and,
      at the time of its execution and performance, shall not constitute or result
      in
      any breach or violation (other than any breach or violation which shall have
      been waived or consented to in writing) of any of the terms, provisions or
      conditions of, or constitute a default under, any indenture, mortgage, deed
      of
      trust, note, contract, commitment, instrument or document to which it or any
      of
      its properties is subject, the Charter Documents or corresponding documents
      of
      the Company, or any order, arbitration award, or judgment, of any court of
      governmental agency or body having jurisdiction over the Company or any of
      its
      activities or properties; and no consent, approval, authorization or order
      of
      any court or governmental agency or body is required for the consummation of
      the
      transactions contemplated hereby.

     

    
      
        
        

      

      
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    (d) The
      Units, the shares of Common Stock, the Warrants and the Agent Warrants shall
      be
      duly authorized and shall be validly issued and binding obligations of the
      Company. The shares of Common Stock included in the Units, and the shares of
      Common Stock underlying the Warrants and the Agent Warrants, when issued, shall
      be fully paid and non-assessable.

    


    (e) Neither
      the Company nor, to the Company’s knowledge, any of the Company’s affiliates
      have been subject to any order, judgment or decree of any court of competent
      jurisdiction temporarily, preliminary or permanently enjoining such person
      for
      failing to comply with Rule
      503
      under Regulation D. During the past five year period, to the Company’s
      knowledge, no current or former director, executive officer or 10% or more
      stockholder of the Company has been the subject of: (i)
      a
      petition under the Federal bankruptcy laws or any other insolvency or moratorium
      law or has a receiver, fiscal agent or similar officer been appointed by a
      court
      for such person, or any partnership in which such person was a general partner
      at or within two years before the time of such filing, or any corporation or
      business association of which such person was an executive officer at or within
      two years before the time of such filing;
      (ii) a
      conviction in a criminal proceeding or a named subject of a pending criminal
      proceeding (excluding traffic violations that do not relate to driving while
      intoxicated or driving under the influence); (iii)
      any
      order, judgment or decree, not subsequently reversed, suspended or vacated,
      of
      any court of competent jurisdiction, permanently or temporarily enjoining any
      such person from, or otherwise limiting, the following activities: (1)
      acting as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction merchant,
      any other person regulated by the United States Commodity Futures Trading
      Commission or an associated person of any of the foregoing, or as an investment
      adviser, underwriter, broker or dealer in securities, or as an affiliated
      person, director or employee of any investment company, bank, savings and loan
      association or insurance company, or engaging in or continuing any conduct
      or
      practice in connection with such activity;
      (2)
      engaging in any type of business practice; or (3)
      engaging in any activity in connection with the purchase or sale of any security
      or commodity or in connection with any violation of Federal, state or other
      securities laws or commodities laws; (iv)
      any
      order, judgment or decree, not subsequently reversed, suspended or vacated,
      of
      any Federal, state or local authority barring, suspending or otherwise limiting
      for more than 60 days the right of any such person to engage in any activity
      described in the preceding sub-paragraph, or to be associated with persons
      engaged in any such activity; (v)
      a
      finding by a court of competent jurisdiction in a civil action or by the U.S.
      Securities and Exchange Commission (the "SEC") to have violated any securities
      law, regulation or decree and the judgment in such civil action or finding
      by
      the SEC has not been subsequently reversed, suspended or vacated; or
      (vi) a
      finding by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal commodities
      law, and the judgment in such civil action or finding has not been subsequently
      reversed, suspended or vacated.

     

    
      
        
        

      

      
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    (f) At
      all
      times from their respective dates the Company Data, if any, are furnished or
      made available by the Company to Placement Agent or, either directly or through
      Placement Agent, to offerees or any of their representatives, such Company
      Data
      as provided to Placement Agent or any offeree or its representatives, will
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements therein, in light of the circumstances
      under which they were made, not misleading.

    


    (g) The
      Company is not in default in the performance or observance of any material
      obligation (A) under its articles of incorporation or bylaws as currently
      in effect (its “Charter Documents”), or any indenture, mortgage, contract,
      purchase order or other agreement or instrument to which the Company is a party
      or by which it or any of its property is bound or affected; or (B) with
      respect to any order, writ injunction or decree of any court of any Federal,
      state, municipal or other governmental department, commission, board, bureau,
      agency or instrumentality, domestic or foreign, and there exists no condition,
      event or act which constitutes, nor which after notice, the lapse of time or
      both, could constitute a default under any of the foregoing, which in either
      case would have a material adverse effect on the current business of the
      Company.

    


    (h) The
      Company has full right, power and authority to execute and deliver this
      Agreement, and the documents, certificates or instruments required hereunder
      to
      be executed or delivered at any Closing in connection with the Offering
      (collectively, the “Documents”),
      and
      to perform all of its obligations hereunder and thereunder or contemplated
      hereby or thereby. The Documents have been, or will be, duly executed and
      delivered by the Company and the execution and delivery by the Company of the
      Documents and the performance of all of its obligations have been duly
      authorized by all requisite corporate action by the Company, and each Document
      (assuming the due authorization and execution of the other parties thereto)
      executed and delivered and obligation performed constitutes, or will constitute,
      the legal, valid and binding obligation of the Company enforceable in accordance
      with its respective terms,
      subject
      to applicable bankruptcy, insolvency and other laws affecting the enforceability
      of creditors' rights generally.

    


    (i) The
      (i) authorization, execution, delivery and performance of the Documents;
      and (ii) authorization, issuance, sale and delivery of the Units, the
      shares of Common Stock, the Warrants and the Agent Warrants will not
      (A) violate any provision of law or statute or any order of any court or
      other governmental agency applicable to the Company; or (B) conflict with
      or result in any breach of any of the terms, conditions or provisions of, or
      constitute (with due notice or lapse of time or both) a default under, or result
      in the creation of any material lien, security interest, charge or encumbrance
      upon any of the properties or assets of the Company under its charter or
      by-laws, or any indenture, mortgage, lease agreement or other material agreement
      or instrument to which the Company is a party or by which it or any of its
      property is bound or affected except for violations, conflicts breaches and
      defaults that would not, individually or in the aggregate materially and
      adversely affect the Company.

     

    
      
        
        

      

      
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    (j) The
      Company has all requisite corporate power and authority to issue, sell and
      deliver the Units, the shares of Common Stock, the Warrants and the Agent
      Warrants and such issuances, sales and deliveries have been duly authorized
      by
      all requisite corporate action of the Company and when so issued, sold and
      delivered  the Units, the shares of Common Stock, the Warrants and the
      Agent Warrants will be duly and validly issued and outstanding, valid and
      binding obligations of the Company, and the shares of Common Stock included
      in
      the Units and the shares of Common Stock underlying the Warrants and the Agent
      Warrants, when issued, shall be fully paid and non-assessable, with no personal
      liability attaching to the ownership thereof and will be free and clear of
      all
      liens, charges, claims, encumbrances, restrictions or preemptive or any other
      similar rights imposed by or through the Company, except as waived
      prior
      to the
      Closing or as disclosed herein and the Company shall have paid all taxes, if
      any, in respect of the issuance thereof. Assuming that the investors met such
      suitability standards as are specified by the Company and the representations
      and warranties of Placement Agent herein are accurate as to the method of
      offering, the offer and sale of the Units, the shares of Common Stock, the
      Warrants and the Agent Warrants (collectively, the “Securities”)
      are
      exempt from the registration requirements of the Securities Act and the Rules
      and Regulations and the State Acts, and the Securities will be issued in
      compliance with all applicable Federal and state securities
      laws.

    


    (k) No
      permit, consent, approval, authorization, order of, or filing with, any court
      or
      governmental authority is required in connection with the execution and delivery
      by the Company of this Agreement or to consummate the Offering, except that
      the
      offer and sale of the Units in certain jurisdictions may be subject to the
      provisions of the securities or “blue sky” laws of such jurisdictions and the
      federal securities laws.

    


    (l) Other
      than as previously disclosed to the Placement Agent, there is no action, suit
      or
      proceeding before or by any United States court or governmental agency or body,
      now pending or threatened, against or affecting the Company, or any of its
      properties, which would reasonably be anticipated to result in any Material
      Adverse Effect.

    


    (m) The
      Company has (i) duly and timely filed all tax returns required to be filed
      by the Company under applicable law that include or relate to the Company,
      its
      income, assets, payroll, operations or business, which tax returns are true,
      correct and complete in all material respects; (ii) duly and timely paid,
      in full, all taxes which are currently due and payable and for which the Company
      is liable; or (iii) adequately reserved for taxes that have not been paid or
      are
      in dispute.

    


    (n) The
      Company is not in default under any material agreement, lease, license contract
      or commitment, whether oral or written including, without limitation, agreements
      with employees and consultants (“Company
      Agreements”)
      to
      which the Company is a party or by which any of its assets are bound, and there
      is no event known to the Company that, with notice, or lapse of time, or both,
      would constitute a default by any party to any Company Agreement or give any
      party the right to terminate or modify any of the same and the Company has
      not
      received notice that any party to any Company Agreement intends to cancel or
      terminate any Company Agreement or to exercise or not to exercise any renewal
      or
      extension options under any Company Agreement, except as to any events described
      in this subparagraph that would not have a Material Adverse Effect.

     

    
      
        
        

      

      
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    (o) The
      Company holds, and is in compliance with, all permits, licenses, registrations
      and authorizations required by it in connection with the conduct of the business
      of the Company as currently conducted under all Federal, state and local laws,
      rules and regulations (the “Permits”),
      except where the failure to be in compliance has not had, and is not reasonably
      expected to have, a Material Adverse Effect.

    


    (p) The
      Company’s financial statements provided to the Placement Agent by the Company
      are true and correct and fairly present, in accordance with U.S. generally
      accepted accounting principles (“U.S.
      GAAP”),
      consistently applied, the financial condition of the Company as of the dates
      specified (“Financial
      Statements”).
      The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      generally accepted accounting principles and to maintain asset accountability,
      (iii) access to assets is permitted only in accordance with management’s general
      or specific authorization, and (iv) the recorded accountability for assets
      is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences. Except
      as
      will be set forth in the Documents, the Company has no liabilities individually
      in excess of $25,000 and in the aggregate in excess of $50,000 (absolute,
      accrued, contingent or otherwise) of a nature required to be disclosed on a
      balance sheet or in the related notes to the financial statements prepared
      in
      accordance with U.S. GAAP which are, individually or in the aggregate, material
      to the business, results of operations or financial condition of the Company,
      except: (A) liabilities provided for in or otherwise disclosed in the balance
      sheets of the Company as of September 30, 2007 prepared in accordance with
      U.S.
      GAAP, and (B) such liabilities arising in the ordinary course of the Company’s
      business since September 30, 2007.

    


    (q) Since
      September 30, 2007, the Company has conducted its business in the ordinary
      course and has not suffered any Material Adverse Effect..

    


    (r) The
      capitalization of the Company has been correctly and completely described in
      the
      capitalization tables provided to the Placement Agent, as of the date thereof,
      and, except as shall be disclosed therein or in the Company’s Stockholder’s
      Agreement, no person has any right of first refusal, pre-emptive right, right
      of
      participation, or any similar right to participate in the transactions
      contemplated by the Documents. There are no outstanding options, warrants,
      rights to subscribe to, calls or commitments of any character whatsoever
      relating to, or securities, rights or obligations convertible into or
      exchangeable for, or giving any person any right to subscribe for or acquire,
      any shares of capital stock of the Company, or contracts, commitments,
      understandings or arrangements by which the Company is or may become bound
      to
      issue shares of capital stock, except as shall be reflected in the reports
      provided to the Placement Agent by the Company. All of the outstanding shares
      of
      capital stock of the Company are validly issued, fully paid and non-assessable,
      have been issued in compliance with all federal and state securities laws,
      and
      none of such outstanding shares of capital stock was issued in violation of
      any
      pre-emptive rights or similar rights to subscribe for or purchase
      securities.

     

    
      
        
        

      

      
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    (s) The
      Company has rights to use, all patents, patent applications, trademarks,
      trademark applications, service marks, trade names, copyrights, licenses and
      other similar rights that are necessary or material for use in connection with
      its business (collectively, the “Intellectual
      Property Rights”),
      except to the extent that the failure to have such Intellectual Property Rights,
      individually or in the aggregate, would not have or reasonably be expected
      to
      result in a Material Adverse Effect. No claims have been made or threatened
      by
      any third party to the effect that Intellectual Property Rights used by the
      Company violate or infringe upon the rights of such claimant. To the actual
      knowledge of the Company, all of the Intellectual Property Rights are
      enforceable and there is no existing infringement by another person of any
      of
      the Intellectual Property Rights.

    


    (t) Except
      as
      set forth in this Agreement, neither the Company nor, to the Company’s
      knowledge, any of its officers, directors or stockholders has incurred, nor
      will
      they incur, directly or indirectly, any liability for brokerage, finders' fees,
      agent’s commissions or any similar charges in connection with this Agreement or
      the Transactions. Except as set forth in this Agreement or the Transactions,
      no
      membership interests, ownership interests, equity securities, convertible
      securities, warrants, options, or other derivative securities of the Company
      will be payable to any third party by the Company or any of its officers,
      directors or stockholders as a result of the Transactions.

    


    3. Representations
      and Warranties of the Placement Agent.
      The
      Placement Agent represents and warrants to, and agrees with, the Company as
      follows:

    


    (a) The
      Placement Agent is a limited liability company duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction in which it was formed, with all requisite power and authority
      to
      enter into this Agreement and to carry out your obligations hereunder. This
      Agreement (i) has been duly authorized, executed and delivered by the Placement
      Agent, (ii) constitutes a legal, valid and binding obligation of the Placement
      Agent, and (iii) subject to applicable bankruptcy, insolvency and other laws
      affecting the enforceability of creditors' rights generally, is enforceable
      as
      to the Placement Agent in accordance with its terms. 

    


    (b) The
      execution, delivery and performance of this Agreement by the Placement Agent
      and
      the consummation by the Placement Agent of the transactions contemplated hereby
      will not conflict with or result in the Placement Agent’s breach or violation of
      any of the terms or provisions of, or constitute a default in any material
      respect under, (i) any indenture, mortgage, deed of trust, loan agreement,
      lease
      or other agreement or instrument to which the Placement Agent is a party or
      to
      which the Placement Agent or its property is subject, (ii) the Placement Agent’s
      charter or its operating agreement or (iii) any statute, judgment, decree,
      order, rule or regulation applicable to the Placement Agent of any court or
      governmental agency or body having jurisdiction over the Placement Agent.


    


    (c) The
      Placement Agent is, and at all times through the date of the final sale of
      a
      Unit shall remain, duly registered pursuant to the provisions of the Securities
      Exchange Act of 1934, as amended (“Exchange
      Act”)
      as a
      broker-dealer and duly registered as a broker-dealer in those states in which
      the Placement Agent is required to be so registered in order to carry out the
      Offering the Placement Agent is, and at all times through the date of the final
      sale of a Unit shall remain, a member in good standing of the Financial Industry
      Regulatory Authority (“FINRA”);
      the
      Placement Agent will not reallow discounts or pay commissions or other
      compensation for participation in the distribution of the Offering in the United
      States to any broker-dealer or person which is not a member of the FINRA; the
      Placement Agent shall act as an independent contractor, and nothing herein
      shall
      constitute the Placement Agent an employee of the Company; the Placement Agent
      shall not make sales of Units to discretionary accounts.
      All
      Participating Agents shall be duly
      registered as a broker-dealers in good standing with FINRA and qualified in
      those states in which the such Participating Agents are required to be so
      registered in order to carry out the Offering.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (d) In
      connection with the offer, offer for sale and sale of the Units, the Placement
      Agent (and its representatives and agents) shall conform to and comply with
      (i)
      the provisions of the Rules of Fair Practice of the FINRA, (ii) applicable
      provisions of federal law, including without limitation the Securities Act,
      the
      Exchange Act and the Rules and Regulations, and (iii) the State Acts and the
      rules and regulations thereunder, including without limitation those referred
      to
      in such letters regarding state securities and “blue sky” matters (“Blue Sky
      Letters”) as are prepared by counsel for the Company and sent to the Placement
      Agent from time to time, with regard to, among other things, the period during
      which and conditions under which the Units may be offered, offered for sale
      and
      sold in various states; the Placement Agent shall not commence the Offering
      in
      any jurisdiction without prior confirmation from the Company or its counsel
      that
      the Offering may be commenced under applicable securities laws, rules and
      regulations.

    


    (e) The
      Placement Agent will use its best efforts to procure subscribers for the Units
      and will conduct the Offering in compliance with the requirements of
Sections
      3(b), 4(2) and/or 4(6) of the Securities Act, Regulation S and Rule 506 of
      Regulation D, as and to the extent applicable to the Offering;
      accordingly, at all times through the date of the final sale of a Unit, the
      Placement Agent will have:

    


    (i) not
      made
      any untrue statement of a material fact and not omitted to state a material
      fact
      required to be stated or necessary to make any statement made not misleading,
      to
      the extent any representations are made by the Placement Agent concerning the
      Offering or matters set forth in the Company Data other than those set forth
      in
      the Company Data;

    


    (ii) not
      offered, offered for sale, or sold the Units by means of: (A) any advertisement,
      article, notice, or other communication mentioning the Units published in any
      newspaper, magazine or similar medium or broadcast over television or radio;
      (B)
      any seminar or meeting, the attendees of which have been invited by any general
      solicitation or general advertising; or (C) any letter, circular, notice, or
      other written communication;

    


    (iii) prior
      to
      the sale of any of the Units, reasonably believed that each subscriber and
      his
      or her purchaser representative, if any, met the suitability and other investor
      standards set forth above and the Blue Sky Letters, and the Placement Agent
      will
      have prepared and maintained, for your benefit and the benefit of the Company,
      file memoranda and other appropriate records substantiating the
      foregoing;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    (iv) only
      used
      sales materials other than the Company Data which have been approved for use
      in
      the Offering by the Company; and

    


    (v) not
      made
      any representations or covenants on behalf of the Company other than those
      contained in the Company Data, nor shall the Placement Agent have acted as
      an
      agent of the Company or for the Company in any other capacity, except as
      expressly set forth herein. 

    (f) The
      Placement Agent shall ensure that each Participating Agent complies with each
      of
      the representations, warranties and covenants contained in this Section 3 and
      in
      Section 6 hereof, as if such Participating Agent was making such
      representations, warranties and covenants as the Placement Agent there under.
      The Placement Agent shall be fully responsible hereunder for any breach of
      such
      representations, warranties and/or covenants by a Participating
      Agent.

    


    4. Compensation
      and Expenses.

     

    (a) The
      Company agrees to pay to the Placement Agent a placement fee of eight percent
      of
      the aggregate gross offering proceeds of all of the Units sold. The Placement
      Agent may instruct the Company to pay a portion of any placement fee due
      directly to Participating Agents. Such placement fee shall be due and payable
      at
      the Closing. 

     

    (b) In
      addition, the Company shall issue and sell, at the Closing, to the Placement
      Agent or its designees 1 warrant (covering one share of Common Stock) for every
      10 shares of Common Stock sold in the Offering at a price of $0.01 per warrant
      (“Agent Warrants”). Each Agent Warrant shall entitle the holder thereof to
      purchase one share of Common Stock. The Agent Warrants shall be non-redeemable
      and shall be exercisable at any time after the Closing at a price equal to
      125%
      of the offering price of the Units (determined by taking the price per Unit
      and
      dividing such price by the number of shares of Common Stock in a Unit), on
      a
      net-issuance or cashless basis. The Company hereby grants the same registration
      rights to the Placement Agent with respect to the shares of common stock
      underlying the Agent Warrants as are granted to investors with respect to the
      shares of Common Stock and the Warrants as set forth in this Agreement. The
      Agent Warrants will expire five years from the date of issuance. 

     

    (c) The
      Company will pay all costs and expenses related to the Offering and/or the
      performance of the Company's obligations under this Agreement, including
      preparation of the Memorandum, preparation of related documentation, accounting
      fees, legal fees, experts fees, consultants' fees, escrow fees, filing fees
      with
      the SEC and applicable states, any costs and expenses to qualify the Units
      for
      sale in any state, and any all costs and expenses for investor or road show
      presentations. Notwithstanding the foregoing, the Company shall not be
      responsible for any expenses of the Placement Agent or Participating Agents
      incurred in connection with the Offering, including, but without limitation,
      attorneys' fee, operating expenses, travel expenses and other incidental
      expenses incurred by the Placement Agent or the Participating Agents; except
      that the Company shall pay the Placement Agent a non-accountable expense
      allowance equal to two percent of the aggregate gross offering proceeds of
      all
      of the Units sold (“Allowance”). 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    5. Covenants
      of the Company. The
      Company covenants and agrees that it will:

    


    (a) Comply
      with all requirements imposed upon it by the Securities Act, as now and
      hereafter amended, by the Rules and Regulations from time to time in force,
      and
      by all State Acts, to permit the continuance of offers and sales of the Units
      in
      accordance with the provisions of Sections 3(b), 4(2) and/or 4(6) of the
      Securities Act, Regulation S and Rule 506 of Regulation D, as and to the extent
      applicable during the Offering Period.

    


    (b) The
      Company will advise Placement Agent promptly of (i) the receipt by the Company
      of any communication, stop order or any order from the SEC, any state securities
      commissioner or any other domestic or foreign securities or financial regulatory
      authority or self-regulatory organization concerning the offering of the Units;
      and (ii) the commencement of any lawsuit or proceeding to which the Company
      is a
      party relating to the Units or the Offering. The Company shall make every
      reasonable effort to prevent the issuance of any stop order and, if any stop
      order is issued, to obtain the lifting thereof as promptly as
      possible.

    


    (c) During
      the Offering Period the Company will provide each offeree the opportunity to
      ask
      questions of, and receive answers from, the officers and employees of the
      Company concerning the terms and conditions of the Offering and to obtain any
      other additional information about the Company and the Units to the extent
      the
      officers and employees of the Company possess the same or can acquire it without
      unreasonable effort or expense and it is not otherwise confidential or trade
      secret information. The Company may require appropriate confidentiality and
      non-disclosure agreements as it is advised by counsel prior to the disclosure
      of
      any information.

    


    (d) The
      Company will be responsible for and comply with all applicable notification
      and
      fee requirements to qualify the offering and sale under the state securities
      or
“blue sky” laws of such jurisdiction in which any sales pursuant to the offering
      may be transacted and as may otherwise be required or as requested by Placement
      Agent provided that, in connection therewith, the Company shall not be required
      to qualify as a foreign corporation.

    


    (e) Not
      offer, offer to sell, offer for sale or sell any of the Units of the Company
      or
      other securities, except and to the extent any such offer, offer to sell, offer
      for sale or sale shall not render unavailable the exemptions from registration
      and qualification requirements of the Securities Act and the State Acts relied
      upon the respect to the offering and sale of the Units contemplated by this
      Agreement. 

    


    (f) Provided
      their subscriptions are accepted by the Company and approved by the Placement
      Agent, issue the shares of Common Stock and Warrants with respect to the Units
      to the holders in accordance with the description of the procedures as set
      forth
      in the subscription documents.

    


    (g) Prepare,
      execute and file a Form D (and any and all amendments or supplements thereto)
      with the SEC in timely manner and deliver copies thereof to the Placement Agent,
      together with copies of all forms (including without limitation, Form Ds) and
      other documents and/or materials filed either before or after the Closing,
      and
      comply with Regulation D and the State Acts and make any fillings required
      by
      the SEC and state securities authorities in a timely manner.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (h) During
      the Offering Period the Company
      will make available for inspection by the Placement Agent or its authorized
      representatives, at the Company’s principal office during normal business hours,
      any information and documents relating to the business and operations of the
      Company as the Placement Agent may reasonably request and as are available
      to
      the Company or obtainable by it without unreasonable effort or expense.


    


    (i) The
      Company shall at all times reserve and keep available such number of authorized
      shares of its common stock as are sufficient to permit the exercise of the
      Warrants and Agent Warrants; all shares of common stock issued upon the exercise
      of Warrants and Agent Warrants, upon receipt of full payment therefore, will
      be
      duly authorized, validly and legally issued, fully paid and non-assessable,
      and
      such common stock will not have been issued in violation of or subject to any
      preemptive rights provided for by law or by the Company's Charter Documents
      or
      be subject to any lien, claim, encumbrance, security interest, preemptive rights
      or any other claim of any third party, except as may be incurred by the loans
      of
      such common stock.

    


    6. Covenants
      of Placement Agent.
      The
      Placement Agent covenants and agrees that it will:

    


    (a) Comply
      with all requirements imposed upon it by the Securities Act, as now and
      hereafter amended, by the Rules and Regulations from time to time in force,
      and
      by all State Acts, to permit the continuance of offers and sales of the Units
      in
      accordance with Sections 3(b), 4(2) and/or 4(6) of the Securities Act,
      Regulation S and Rule 506 of Regulation D, as and to the extent applicable
      to
      the Offering, and the Memorandum.

    


    (b) Comply
      with all applicable rules of the FINRA and any other laws, rules and regulations
      applicable to broker-dealers.

    


    (c) Not
      offer, offer to sell, offer for sale or sell any of the Units of the Company
      or
      other securities, except and to the extent any such offer, offer to sell, offer
      for sale or sale shall nor render unavailable the exemptions from registration
      and qualification requirements of the Securities Act and the State Acts relied
      upon with respect to the offering and sale of the Units contemplated by this
      Agreement.

    


    7. Conditions
      of Closing. The
      purchase of, and payment for, the Units on the Closing shall be subject to
      the
      continuing accuracy of the representations and warranties of the Company and
      the
      Placement Agent as of the date hereof and as of the Closing, to the performance
      by the Company and Placement Agent of their respective obligations hereunder,
      and to the following conditions:

    


    (a) Each
      party’s obligations as provided herein shall be subject to the accuracy of the
      representations, warranties and covenants of the other party herein contained
      as
      of the date hereof and as of the Closing, and to the performance by the other
      party of its obligations hereunder to be performed.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (b) The
      Closing shall be subject to the Company's acceptance of subscriptions in such
      amount as mutually determined by the Company and the Placement Agent, and
      subject to the Placement Agent’s and the Company’s approval of such
      subscriptions.

    


    (c) The
      Closing shall be subject to the satisfaction of the conditions set forth in
      the
      Securities Purchase Agreement to be entered into between the Company and each
      purchaser of Units (the “Securities
      Purchase Agreement”).

    


    (d) At
      the
      Closing, the Company shall:

    


    (i) deliver,
      or cause to be delivered, to Placement Agent, in each case in form and substance
      satisfactory to Placement Agent  a certificate of the Company signed by the
      Chief Executive Officer and the Chief Financial Officer thereof certifying
      (1) that the representations and warranties of the Company contained in
      this Agreement are true and accurate in all material respects as of the Closing,
      except to the extent of any representations and warranties were made expressly
      as of any other date, in which case such representations and warranties were
      true and correct in all material respect as of such other date; and (2) 
that the representations and warranties of the Company contained in the
      Securities Purchase Agreement entered into with a prospective purchaser of
      the
      Units are true and correct in all material respects as of the date of such
      certificate, except to the extent any such representation or warranty was
      expressly made as of any other date, in which case such representation and
      warranty was true and correct in all material respects as of such other date;
      and at the Closing.

    


    (ii) Accept
      subscriptions of qualifying potential purchasers that the Company reasonably
      believes to be accredited investors under Regulation D and the State Acts,
      in
      accordance with the Memorandum.

     

    (iii) Issue
      and
      deliver the shares of Common Stock and the Warrants with respect to the Units
      to
      subscribers as described in the Memorandum.

    


    (iv) Issue
      and
      deliver the Agent Warrants to the Placement Agent as provided
      hereunder.

     

    (e) At
      the
      Closing, if any, the Placement Agent shall:

     

    (i) Deliver
      to the Company all subscription documents that the Company agrees are
      acceptable.

    


    (ii) Receive
      from the Company or give assignment instructions for all

    compensation,
      including Agent Warrants, payable to the Placement Agent.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    8. Indemnification.
      

     

    (a) The
      Placement Agent and each of the Participating Agents, severally and jointly,
      agree to indemnify and hold the Company and the directors, officers, employees,
      agents, attorneys, shareholders and control persons (as defined under federal
      and state securities laws) of the Company, and the respective heirs, personal
      representatives and assigns of each of the foregoing (collectively, the "Company
      Indemnified Persons") harmless from and against any loss, liability, claim,
      damage and expense (including, but not limited to, expenses reasonably incurred
      in investigating, preparing or defending against any litigation, commenced
      or
      threatened, or any claim whatsoever based upon) to which the Company Indemnified
      Persons may become subject, under the Securities Act or otherwise, insofar
      as
      such losses, claims, damages, liabilities, costs and expenses (including
      reasonable attorneys' and experts' fees) arise solely out of: (i) any breach
      of
      any representation, warranty, agreement or covenant under this Agreement by
      Placement Agent or under the Dealer Agreement by Participating Agents, (ii)
      any
      statement made, either orally or in a writing other than the Company Data,
      by
      the Placement Agent or the Participating Agents containing an untrue statement
      or alleged untrue statement of any material fact or the omission or alleged
      omission to state a material fact required to be stated or necessary to make
      the
      statements not misleading, unless such statements or omissions are made in
      reliance upon or in conformity with statements made or information provided
      by
      the Company and/or the actions of the Company, (iii) the gross negligence or
      willful misconduct of the Placement Agent, the Participating Agent(s) or any
      agent theref and/or (iv) any amount paid in settlement of any litigation,
      commenced or threatened, or of any claim based upon any of the matters under
      (i)
      through (iii) (including, but not limited to, expenses reasonably incurred
      in
      investigating, preparing or defending against any such litigation or claim)
      if
      such settlement is affected with the written consent of the Placement Agent
      and/or the effected Participating Agents. 

     

    If
      for
      any reason, the foregoing indemnification is unavailable to any Company
      Indemnified Persons, then the Placement Agent or Participating Agents shall
      contribute to the amount paid or payable by any such Company Indemnified Person
      as a result of such loss, claim, damage or liability in such proportion as
      is
      appropriate to reflect the relative fault of the Placement Agent or
      Participating Agents and any Company Indemnified Person. 

     

    Promptly
      after a Company Indemnified Person receives notice of the commencement of any
      action, claim, proceeding or investigation (“Action”), such Company Indemnified
      Person, if a claim in respect thereof is to be made against the Placement Agent
      or Participating Agents under this Section 8(a), will notify the Placement
      Agent
      or Participating Agents of the commencement thereof. The omission to so notify
      the Placement Agent or Participating Agents will relieve the Placement Agent
      and
      Participating Agents from any liability which they may have to any Company
      Indemnified Person under this Section 8(a) if the Placement Agent or
      Participating Agents have been materially prejudiced in asserting, or shall
      have
      lost the right to assert, a material legal defense by reason of such omission.
      The Placement Agent or Participating Agents will be entitled to participate
      in,
      and, to the extent that they may wish, to assume the defense thereof subject
      to
      the provisions herein stated, with counsel reasonably satisfactory to such
      Company Indemnified Person. The Company Indemnified Person will have the right
      to employ separate counsel in any such Action and to participate in the defense
      thereof but the fees and expenses of such counsel will be at the expense of
      the
      Company if the Company has assumed the defense of the Action with counsel
      reasonably satisfactory to the Agent Indemnified Person unless the defendants
      in
      any such action shall include both an indemnifying party and any Company
      Indemnified Person and such Company Indemnified Party shall have reasonably
      concluded that counsel selected by the indemnifying party has a conflict of
      interest because of the availability of different or additional defenses to
      such
      Company Indemnified Person in which case such separate counsel will be paid
      for
      by the indemnifying party. No settlement of any Action against a Company
      Indemnified Person for which indemnification from the Placement Agent or
      Participating Agents is sought will be made without the consent of the Placement
      Agent or Participating Agents.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b) The
      Company agrees to indemnify and hold the Placement Agent and Participating
      Agents, and the directors, officers, employees, agents, attorneys, shareholders
      and control persons (as defined under federal and state securities laws) of
      the
      Placement Agent and Participating Agents, and the respective heirs, personal
      representatives and assigns of each of the foregoing (collectively, the "Agent
      Indemnified Persons") harmless from and against any loss, liability, claim,
      damage and expense (including, but not limited to, expenses reasonably incurred
      in investigating, preparing or defending against any litigation, commenced
      or
      threatened, or any claim whatsoever based upon) to which the Agent Indemnified
      Persons may become subject, under the Securities Act or otherwise, insofar
      as
      such losses, claims, damages, liabilities, costs and expenses (including
      reasonable attorneys' and experts' fees) arise out of or relate to: (i) any
      breach of any representation, warranty, agreement or covenant under this
      Agreement by the Company, (ii) any untrue statement or alleged untrue statement
      of any material fact contained in the Company Data, or arise out of or are
      based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      (iii) any statement made, either orally (provided that such oral communication
      was intended for use in connection with the Offering) or in a writing other
      than
      the Company Data, by the Company containing an untrue statement or alleged
      untrue statement of any material fact or the omission or alleged omission to
      state a material fact required to be stated or necessary to make the statements
      not misleading, and/or (iv) any amount paid in settlement of any litigation,
      commenced or threatened, or of any claim based upon any of the matters under
      (i)
      through (iii) (including, but not limited to, expenses reasonably incurred
      in
      investigating, preparing or defending against any such litigation or claim)
      if
      such settlement is affected with the written consent of the
      Company.

     

    If
      for
      any reason, the foregoing indemnification is unavailable to any Agent
      Indemnified Persons, then the Company shall contribute to the amount paid or
      payable by any such Agent Indemnified Persons as a result of such loss, claim,
      damage or liability in such proportion as is appropriate to reflect the relative
      fault of the Company and any Agent Indemnified Person.

    


    Promptly
      after an Agent Indemnified Person receives notice of the commencement of any
      Action, such Agent Indemnified Person, if a claim in respect thereof is to
      be
      made against the Company under this Section 8(b), will notify the Company of
      the
      commencement thereof. The omission to so notify the Company will relieve the
      Company from any liability which it may have to any Agent Indemnified Person
      under this Section 8(b) if the Company has been materially prejudiced in
      asserting, or shall have lost the right to assert, a material legal defense
      by
      reason of such omission. The Company will be entitled to participate in, and,
      to
      the extent that they may wish, to assume the defense thereof subject to the
      provisions herein stated, with counsel reasonably satisfactory to such Agent
      Indemnified Person. The Agent Indemnified Person will have the right to employ
      separate counsel in any such Action and to participate in the defense thereof
      but the fees and expenses of such counsel will be at the expense of the Agent
      Indemnified Person if the Company has assumed the defense of the Action with
      counsel reasonably satisfactory to the Agent Indemnified Person unless the
      defendants in any such action shall include both the Company and any Agent
      Indemnified Person and such Agent Indemnified Party shall have reasonably
      concluded that counsel selected by the indemnifying party has a conflict of
      interest because of the availability of different or additional defenses to
      such
      Agent Indemnified Person in which case such separate counsel will be paid for
      by
      the Company. No settlement of any Action against an Agent Indemnified Person
      for
      which indemnification from the Company is sought will be made without the
      consent of the Company.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    9. Representations,
      Indemnities and Agreements to Survive Sale and Payment.
      The
      respective representations, indemnities, warranties, covenants and other
      agreements of the Company and the Placement Agent set forth in or made pursuant
      to this Agreement, shall remain in full force and effect, regardless of any
      investigation made by or on behalf of the Placement Agent, the Company, or
      any
      Agent Indemnified Person or Company Indemnified Person, and shall survive
      delivery of, and payment for, the Units. 

    


    10. Termination
      of Agreement.
      Notwithstanding any of the terms and provisions thereof, this Agreement may
      be
      terminated by either party based on a material breach of this Agreement by
      the
      other party. Such non breaching party shall give written notice to the breaching
      party of such material breach, and the breaching party shall have thirty days
      to
      cure such material breach before the non breaching party may terminate the
      Agreement. In the event the Placement Agent reasonably determines that the
      Units
      are not marketable, notwithstanding its best efforts to sell the Units, the
      Placement Agent may terminate this Agreement with five days' prior written
      notice to the Company. 

    


    In
      the
      event of any termination of this Agreement or the expiration of the Offering
      Period, the Placement Agent shall be entitled to; (i) any fees and compensation
      to which it was entitled as of the date of termination or expiration, and (ii)
      the fees and compensation as set forth in Section 4 for any securities sold
      by
      Company during the six month period following such expiration or termination
      to
      any investor introduced by Placement Agent and/or any Participating Agent (the
      “Tail”).
      Notwithstanding the foregoing, in the event that the Offering does take place,
      the Tail shall not be applicable to any subsequent offerings made by the Company
      that may include any such introduced investor who participates in such Offering.
      

    


    Additionally,
      Sections 4, 8, 9, 10, 11, 12 and 13 shall survive any termination or survive
      closing, delivery of, and payment for the Units. In addition, Sections 2, 3,
      5
      and 6 shall survive to the extent that any claim for indemnification is made
      pursuant to Section 8 hereof with respect to an actual or alleged breach of
      such
      sections by a party occurring prior to the date of such
      termination.

    


    11. Notices.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with an overnight courier service,
      in
      each case properly addressed to the party to receive the same. The addresses
      and
      facsimile numbers for such communications shall be:

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    
      
        	
              	If
                to the Company:	1515 S. Federal Highway



      

      Suite
        212
        A

    

    Boca
      Raton, FL 33432

    Attn:
      John J. Barry IV, President and CEO

    (561)
      953-3630

    (561)
      395-3212 telecopy

    


    With
      a
      copy to:

    


    David
      M.
      Becker

    Rele
      & Becker

    1375
      Broadway, Suite 1400

    New
      York,
      NY 10018

    (212)
      889-2021

    (646)
      390-8000

     

    
      	
            	If
              to the Placement 	Agent Keating
              Securities, LLC


    

    5251
      DTC
      Parkway, Suite 1090

    Greenwood
      Village, CO 80111

    Attn:
      Timothy J. Keating, President

    (720)
      889-0131 - telephone

    (303)
      728-3531 - facsimile 

    


    or
      to
      such other address and/or facsimile number and/or to the attention of such
      other
      person as the recipient party has specified by written notice given to each
      other party five days prior to the effectiveness of such change. Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by
      the sender's facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission, or (C) provided
      by
      an overnight courier service shall be rebuttable evidence of personal service,
      receipt by facsimile or receipt from an overnight courier service in accordance
      with clause (i), (ii) or (iii) above, respectively

    


    12. Successors.
      This
      Agreement shall be binding upon and inure solely to the benefit of the Placement
      Agent and the Company and, to the extent provided in Section 8, an Agent
      Indemnified Person or Company Indemnified Person, and no other person shall
      acquire or have any right under or by virtue of this Agreement. No purchaser
      of
      any of the Units shall be construed a successor, representative or assignee
      by
      reason of such purchase.

     

    
      
        
        

      

      
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    13. Miscellaneous
      Provisions.

    


    (a) Governing
      Law; Jurisdiction; Jury Trial. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Colorado as such laws are applied to contracts made and to be fully
      performed entirely within that state between residents of that state.


    


    (b) Severability.
      If any
      portion of this Agreement shall be held invalid or inoperative, then, so far
      as
      is reasonable and possible (i) the remainder of this Agreement shall be
      considered valid and operative, and (ii) effect shall be given to the intent
      manifested by the portion held invalid or inoperative.

    


    (c) Modification
      or Amendment.
      This
      Agreement may not be modified or amended except by written agreement executed
      by
      the parties hereto.

    


    (d) Number
      and Gender of Words. Whenever
      the contest so requires, the masculine shall include the feminine and neuter,
      and the singular shall include the plural, and conversely.

    


    (e) Other
      Instruments; Counterparts.
      The
      parties hereto covenant and agree that they will execute such other and further
      instruments and documents that are or may become necessary or convenient to
      effect and carry out the terms of this Agreement. This Agreement may be executed
      by facsimile signatures and in multiple counterparts, each of which shall be
      deemed an original. It shall not be necessary that each party executes each
      counterpart, or that any one counterpart be executed by more than one party
      so
      long as each party executes at least one counterpart.

    


    (f) No
      Partnership.
      The
      Placement Agent is not a principal of or a partner with, or does not control
      in
      any way, the Company or its employees or agents.

     

    (g) Announcements.
      Before
      the Company releases any information referring to the Placement Agent’s role
      under this Offering or uses Placement Agent’s name in a manner which may result
      in public dissemination thereof, the Company shall furnish drafts of all
      documents or prepared oral statements to Placement Agent for comments, and
      shall
      not release any information relating thereto without the prior written consent
      of the Placement Agent, which approval shall not be unreasonably withheld.
      Nothing herein shall prevent the Company from releasing any information to
      the
      extent that such release is required by law, rule or regulation. The Company
      agrees that, following the completion of the Offering, the Placement Agent
      shall
      have the right to place “tomb stone” advertisements in financial and other
      newspapers and journals, at the Placement Agent’s cost, describing its services
      to the Company hereunder, provided that Placement Agent will submit a copy
      of
      any such advertisements to the Company for its prior approval, which approval
      shall not be unreasonably withheld.

     

    (h) Assignment.
      The
      Placement Agent may assign this Agreement to another company or firm under
      its
      common control. Otherwise, this Agreement shall not be assignable by any party
      to this Agreement without the express prior written consent of the other party
      to the Agreement, and in the event of an attempted assignment by one party
      to
      this Agreement without such consent, such attempted assignment shall be void
      and
      without effect.

    
       

      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    (i) Parties.
      This
      Agreement shall be binding upon and inure solely to the benefit of the parties
      hereto and any permitted assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Agreement or any provision herein contained, except that
      the
      Participating Dealers shall be a third party beneficiary of the provisions
      of
      Section 8(b) hereof.

    


    (j) Entire
      Agreement.
      This
      Agreement contains the entire understanding between the parties and supersedes
      any prior understandings or written or oral agreements between them respecting
      the subject matter hereof.

    


    (k) Attorneys’
      Fees.
      In the
      event any party hereto shall commence legal proceedings against the other to
      enforce the terms hereof, or to declare rights hereunder, as the result of
      a
      breach of any covenant or condition of this Agreement, the prevailing party
      in
      any such proceeding shall be entitled to recover from the losing party its
      costs
      of suit, including reasonable attorneys’ fees, as may be fixed by the
      court.

     

    [Remainder
      of this page intentionally left blank.]

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    If
      the
      foregoing is in accordance with your understanding, please sign and return
      to us
      a counterpart hereof, whereupon this Agreement and the Placement Agent's
      acceptance hereof shall constitute a binding agreement between you, as the
      Placement Agent, and the Company.

    


    
      	 	 	 
	 	Bonds.com
              Holdings, Inc.
	 
 	 
 	 
 
	
            	By:  	/s/
              John
              J. Barry IV
	 	
              
John
              J. Barry IV, President &
CEO


    

    
       

      ACCEPTED
        AND AGREED TO:

    

    


    Keating
      Securities, LLC

     

    By:
      /s/
      Kyle
      L. Rogers       

    
      

    

    Kyle
      L.
      Rogers, Partner      

     

    Date:
      October 8, 2007

     

    
      
        
        

      

      
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