Amendment
dated as of February 3, 2009 (the “Amendment”) to: (i)
the Security Agreement (as defined below), and (ii) the Purchase Agreement (as
defined below) by and among Bonds.com Group, Inc., Bonds.com Holdings, Inc.,
Bonds.com, Inc. and Insight Capital Management, LLC, and the holders (the “Requisite Holders”)
of at least a majority of the principal amount of the Notes (as defined
below).  Any capitalized term used but not defined in this Amendment
shall have the meaning given to such term in the Security
Agreement.

     

    WHEREAS, Bonds.com Group, Inc.,
Bonds.com Holdings, Inc., Bonds.com, Inc. and Insight Capital Management, LLC
(collectively, the “Debtor”) and the
parties (each a “Secured Party,” and
collectively, the “Secured Parties”)
listed on Exhibit A to the Secured Convertible Note and Warrant Purchase
Agreement, are parties to a Secured Convertible Note and Warrant Purchase
Agreement dated September 24, 2008 (the “Purchase Agreement”)
pursuant to which the Secured Parties purchased the Notes (as defined in the
Purchase Agreement) from the Debtor.

    


    WHEREAS, the Debtor and the Secured
Parties entered into a Security Agreement, dated September 24, 2008, pursuant to
which the Debtor’s obligations to repay the Notes were secured by all of the
assets of the Debtor (the “Security
Agreement”).

    


    WHEREAS, Bonds.com Group, Inc.,
Bonds.com Holdings, Inc., Bonds.com, Inc., Insight Capital Management, LLC, and
the Requisite Holders never intended to secure the notes with the assets of
Bonds.com, Inc. nor have Bonds.com, Inc guarantee the indebtedness under the
Notes.

    


    WHEREAS, Bonds.com Group, Inc.,
Bonds.com Holdings, Inc., Bonds.com, Inc., Insight Capital Management, LLC, and
the Requisite Holders would like to amend the Security Agreement in order to
remove Bonds.com, Inc. as: (i) a “Debtor” under the Security Agreement and (ii)
a “Subsidiary” under the Purchase Agreement.

    


    NOW,
THEREFORE, in exchange for good and valid consideration the sufficiency of which
is hereby agreed and acknowledged, pursuant to Section 12(a) of the Security
Agreement and Section 7(g) of the Purchase Agreement, the undersigned,
representing the Debtor and the holders of a majority of the outstanding
principal amount of the Notes, agree as follows:

    


    1.          Amendment by the Parties to
the Security Agreement.  Bonds.com, Inc. shall no longer be a
party to the Security Agreement and the term “Debtor” as used in the Security
Agreement shall be revised to collectively mean and include the following
entities: Bonds.com Group, Inc., Bonds.com Holdings, Inc. and Insight Capital
Management, LLC.

    


    2.          Amendment by the Parties to
the Purchase Agreement.  Bonds.com, Inc. shall not longer be a
party to the Purchase Agreement and the term “Subsidiary” as used in the
Purchase Agreement shall be revised to collectively mean include the following
entities: Bonds.com Holdings, Inc. and Insight Capital Management,
LLC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.          Acknowledgment.  The
Requisite Holders hereby acknowledge and agree on behalf of the holders of the
Notes that as a result of this Amendment that Bonds.com, Inc. has not: (i)
granted any Security Interest (as defined in the Security Agreement) to the
Secured Parties in or to any of Bonds.com, Inc.’s personal property or assets
(both tangible and intangible), and Debtor’s obligations to repay the Notes are
solely secured by all of the assets of Bonds.com Group, Inc., Bonds.com
Holdings, Inc. and Insight Capital Management, LLC, as set forth in the Security
Agreement or (ii) guaranteed any of the indebtedness due under the
Notes.

    


    3.          No Other
Amendments.  Except as expressly amended, modified and
supplemented hereby, the provisions of the Security Agreement and Purchase
Agreement are and will remain in full force and effect.

    


    4.          Conflicts in
Terms.  In the event of any conflict in terms between this
Amendment and the Security Agreement or the Purchase Agreement, the terms and
conditions of this Amendment shall prevail.

    


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

    


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

    


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

    


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

    


    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    The
Debtor, Bonds.com, Inc. and the Secured Parties representing the Requisite
Holders have caused this Amendment to be duly executed and delivered as of the
date first above written.

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  BONDS.COM
      GROUP, INC.

                                                
	 
      	 
      
	
                                                  By:

                                                	 
      
	 
      	 
      
	
                                                  Name:

                                                	 
      
	 
      	 
      
	
                                                  Title:

                                                	 
      
	 
      	 
      
	
                                                  Address:

                                                	 
      
	 
      	 
      
	 	 
	
                                                  BONDS.COM
      HOLDINGS, INC.

                                                
	 
      	 
      
	
                                                  By:

                                                	 
      
	 
      	 
      
	
                                                  Name:

                                                	 
      
	 
      	 
      
	
                                                  Title:

                                                	 
      
	 
      	 
      
	
                                                  Address:

                                                	 
      
	 
      	 
      
	 	 
	
                                                  BONDS.COM,
      INC.

                                                
	 
      	 
      
	
                                                  By:

                                                	 
      
	 
      	 
      
	
                                                  Name:

                                                	 
      
	 
      	 
      
	
                                                  Title:

                                                	 
      
	 
      	 
      
	
                                                  Address:

                                                	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Signature
Page to Amendment to Security Agreement and Purchase Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            INSIGHT
      CAPITAL MANAGEMENT, LLC

                          
	 
      	 
      
	
                            By:

                          	 
      
	 
      	 
      
	
                            Name:

                          	 
      
	 
      	 
      
	
                            Title:

                          	 
      
	 
      	 
      
	
                            Address:

                          	 
      


                  

                

              

            

          

        

      

    

    


    Signature
Page to Amendment to Security Agreement and Purchase Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    REQUISITE
      HOLDERS:

                                                  
	 
	 
	 
      	 
      
	 	 
	
                                                    By:

                                                  	 
      
	 
      	 
      
	
                                                    Name:

                                                  	 
      
	 
      	 
      
	
                                                    Title:

                                                  	 
      
	 
      	 
      
	
                                                    Address:

                                                  	 
      


                                          

                                        

                                      

                                    

                                  

                                  
                                    
                                      
                                        
                                          
                                            	
                                                     

                                                  	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  	 	 
	
                          Facsimile Number:

                        	 
      


                

              

            

          

        

      



    Signature
Page to Amendment No. 1 to Security Agreement