EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this " Agreement ") effective as of July 7, 2009 (the “ Effective Date ”), by and between Bonds.com Group, Inc. , a Delaware corporation (“ Bonds ” or the “ Employer ”) having an office at 1515 South Federal Highway, Suite 212, Boca Raton FL, 3432, and Christopher Loughlin , an individual residing at __________ (the " Executive ").

WHEREAS, the Employer is engaged in the business of providing a platform for trading in securities, primarily consisting of debt securities issued by various corporations, municipalities and/or other entities; and

WHEREAS, the Executive possesses the experience necessary in management and operations of the Employer’s business in order to fulfill the responsibilities as a senior executive officer of the Employer; and

WHEREAS, the Employer desires to employ the Executive, the Executive desires to be employed by the Employer, and the Executive has specifically provided to the Employer all assurances that there is no prohibition or restraint legally or otherwise in the Employer obtaining the services of the Executive, all in accordance with the terms and provisions of this Agreement; and

NOW, THEREFORE, in consideration of the covenants and promises hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Employer and the Executive represent, covenant and agree as follows:

1.           Employment .  The Employer hereby employs the Executive as Chief Operating Officer of Bonds in accordance with the terms and provisions of this Agreement, and the Executive hereby accepts such employment with the Employer.

2.           Term .  The term of the Executive's employment hereunder shall begin on the Effective Date and end on December 31, 2012 (the “ Initial Term ”).  This Agreement shall automatically renew for an additional twelve (12) month period (the “ Renewal Term ”) if, ninety (90) days prior to the end of the Initial Term, neither party has given notice of termination or an intent not to renew, or the parties have not mutually agreed upon the terms of a successor employment agreement.  The Initial Term and the Renewal Term, if any, shall be collectively referred to herein as the “Term.”

3.           Compensation . As compensation for all services rendered by the Executive to the Employer pursuant to this Agreement, Executive shall receive the following amounts during the Term:

(a)              Base Salary.   Executive shall receive an annual base salary as set forth in the table below (the “ Base Salary ”).  The Base Salary shall be payable in accordance with Employer's standard payroll practices.  Amounts payable to the Executive shall be reduced by required withholdings and other customary and/or authorized deductions.  During the Renewal

(b)              Stock Award . In connection with the commencement of Executive’s employment, subject to approval by the Board of Directors of Bonds (the “Board”), the Employer will grant Executive an option (the “ Option ”) to purchase 3,750,000 shares of common stock, $0.0001 par value per share (the "Common Stock") of Bonds.  The Common Stock will have an exercise price equal to the fair market value (as determined by the Board) on the date of the grant.  The vesting schedule will be as follows: (i) 25% of shares of Common Stock, or 937,500 shares of Common Stock, will be fully vested as of the Effective Date; and (ii) 234,375 shares of Common Stock shall vest every three months thereafter.

(c)              Performance-Based Bonus Payments .  During the Term Executive shall receive a performance-based quarterly bonus payment linked to the achievement of gross revenues (as such term is generally understood in the bond trading industry), as set forth on Schedule I hereto.

(d)              Discretionary Bonus .  At the Board of Directors’ sole discretion, the Executive may also be entitled to receive a yearly bonus, in an amount and form (either cash, equity or otherwise) as determined by the Board.

4.        Vacation and Executive Benefits .  During the Term:

(a)              Vacation and Sick Time .  The Executive shall be entitled to twenty-five (25) accruable paid vacation and/or sick days per calendar year, in accordance with the Employer's vacation/sick day policy as applicable to employees generally.  Vacation shall be taken upon reasonable advance notice to the Employer, and at such times, so as not to interfere with the proper operation of the Employer's business.  The Executive shall be entitled to accrue days not taken during his employment and will be paid out following his resignation or termination.

(b)              Executive Insurance Benefits.   The Executive shall be entitled to participate in the health, dental, and 401(k) plans, if any, maintained by Employer, as well as any other benefit plans made available to employees of Employer generally.  The Employer will cover 100% of the monthly premiums for health, dental and vision (the “ Health and Welfare Benefit Plans ”).  The terms of the Executive’s participation in such Health and Welfare Benefit

(c)              Business Expenses .  Upon submission of itemized expense statements and proper written receipts, the Employer shall reimburse the Executive for all necessary and reasonable business travel, entertainment and other business expenses incurred by the Executive according to the policies defined by the Employer for fulfillment of his employment duties.

(d)              Other Allowances .  During the Term, the Executive shall also receive the following monthly payments: Auto Allowance: $1,300 per month.

5.           Description of Duties .  During the Term, the Executive shall act as Chief Executive Officer of the Employer and shall:

(a)             Devote on a full time basis all necessary time, best efforts, professional skills, attention and energies to perform his duties hereunder to Employer;

(b)             Act in accordance herewith, and in all accounts be responsible and responsive to, the Employer;

(c)             Perform such services as may be expected by the Board of Directors and the Chief Operating Officer, including, without limitation, the following duties:

(a)            Observe the Employer’s policies and standards of conduct, as well as customary standards of business conduct, including any standards prescribed by law or regulation and generally adhere to the Employer’s employee handbook;

(b)            Perform the Executive’s duties hereunder in a manner that preserves and protects the Employer’s business reputation; and

(c)            Do all things and render such services as may be necessary or beneficial in carrying out any of the foregoing.

7.           Confidential Information and Assignment of Inventions Agreement .  The Executive hereby acknowledges that the Executive has executed Bonds’ form of Confidential Information and Invention Assignment Agreement (the “Confidentiality and Assignment Agreement”).  The Executive and the Employer hereby acknowledge that such Confidentiality and Assignment Agreement is an integral part of this Agreement and is thus incorporated herein its entirety by reference.

8.           Intentionally Omitted .

9.           Covenant Not to Compete . (a) The Executive agrees that while employed by the Employer and for a continuous period of six (6) months following the date of the termination, expiration or cessation of the Executive’s employment with the Employer for any reason whatsoever (the “Restricted Period”), the Executive shall not (without the express prior written consent of the Board), directly or indirectly engage in, own, manage, operate, join, control, or perform services for a Restricted Enterprise (as defined herein) or associate with any entity, incorporated or otherwise, which engages in a Restricted Enterprise in the United States whether as a director, officer, employee, agent, shareholder, partner, owner, independent contractor or otherwise.  As used herein, a “Restricted Enterprise” shall be any activity involving the business of providing an electronic or online platform for trading in securities, primarily consisting of debt securities issued by various corporations, municipalities and/or other entities in the United States of America.  For purposes of this Section 9, the term “Employer” shall mean the Employer and any of their subsidiaries.

(b)           During the Term, the Executive shall devote his full business time and attention to the business of the Employer and the Executive will not engage in or devote time to any personal business activities or business ventures that may interfere (as determined in good faith by the Board of Directors) with his duties hereunder without the express prior written consent of the Board.  Executive further agrees to diligently adhere to the Conflict of Interest Guidelines attached as Exhibit A hereto.  The Executive warrants and represents that he has the full right and authority to enter into this Agreement and to render services as required under this Agreement and that by signing this Agreement and rendering such services, he is not breaching any contract or legal obligation he owes to any third party.

10.            Non-Solicitation .

(a)            The Executive shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by or affiliated with the Executive to solicit, any employee of the Employer to leave the employ of the Employer, and (ii) for a period of two (2) years after the termination, expiration or cessation of the Executive’s employment with the Company for any reason, solicit for employment, hire, or engage as an independent contractor, or permit any organization directly or indirectly controlled by or affiliated with the Executive to solicit for employment, hire, or engage as an independent contractor, any person who is or was either employed or engaged as an independent contractor by the Employer.

(b)            Without limiting his obligations under section (a) above, for a period of two (2) years after the termination, expiration or cessation of the Executive’s employment with the Employer for any reason, Executive shall not (1) engage or participate in any effort or act to solicit the Employer’s customers, suppliers, associates, employees or consultants to cease, reduce or diminish doing business, or their association or employment with the Employer; or (2) interfere in any manner in the contractual or employment relationship between the Employer and any such customer, supplier, associate, employee or consultant of the Employer. For purposes of this Section 10, the term “Employer” shall mean the Employer and any of its subsidiaries.  Notwithstanding the foregoing, the restrictions set forth in Section 10(b) above shall not prohibit Executive from engaging in a general solicitation that is not specifically targeted or directed at the Employer’s customers, suppliers, employees, contractors or clients.

11.           Termination; Payments Upon Termination .

(a)              Termination by the Company .  The Employer may terminate the Executive’s employment hereunder at any time, with or without Cause (as defined below).  In case Employer terminates Executive without Cause, Employer shall give Executive thirty (30) days’ notice by delivering a Notice of Termination (as defined below).  The Employer may, in lieu of the notice period, pay the Exe