COMMERCIAL TERM LOAN AGREEMENT

This Commercial Term Loan Agreement and related Disclosure Schedule have been included as an exhibit to this Annual Report on Form 10-K pursuant to SEC requirements and to provide investors and security holders with information regarding their terms. It is not intended to provide any other factual information about the Bonds.com Group, Inc. or its subsidiaries or affiliates. The representations, warranties, covenants and disclosures contained in the agreement and schedules were made only for purposes of such this agreement and as of specific dates, were solely for the benefit of the parties to this agreement, and are subject to limitations agreed upon by the contracting parties. The representations, warranties and disclosures may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the this agreement or the disclosures and should not rely on the representations, warranties, covenants or disclosures as characterizations of the actual state of facts or condition of the company, the investor or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the agreement, which subsequent information may or may not be fully reflected in the company’s public disclosures. Accordingly, the representations, warranties and disclosures contained in the Commercial Term Loan Agreement and related Disclosure Schedule should not be viewed or relied upon as statements of actual facts or the actual state of affairs of the company or its subsidiaries or affiliates.

AGREEMENT dated March 31, 2009, among BONDS.COM GROUP, INC., a Delaware corporation with an office at 1515 South Federal Highway, Suite 212, Boca Raton, Florida 33432 (the “ Borrower ”) and MBRO CAPITAL, LLC , a Connecticut limited liability company with an address at 991 Ponus Ridge, New Canaan, Connecticut 06840 (the “ Lender ”).

A.           The Borrower has requested that the Lender extend to the Borrower a $1,000,000 term loan facility.

B.           The Borrower’s indebtedness under the foregoing facility will be secured inter alia by a pledge of four million five hundred thousand (4,500,000) shares of Common Stock of the Borrower (the “ Shares ”) by Siesta Capital, LLC (the “ Pledgor ”) pursuant to the Pledge Agreement (as defined herein).

C.           The Borrower and the Lender intend that the Pledgor’s pledge of the Shares set forth above will secure repayment of the Loan and payment and performance of all indebtedness, liabilities and obligations of the Borrower to the Lender of every kind of description, whenever and however arising.

D.           The Borrower and the Lender agree that the representations, warranties and covenants contained in this Agreement apply to the Loan.

In consideration of the Recitals, which are incorporated by reference, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Borrower and the Lender, intending to be bound legally, agree as follows:

I.             DEFINITIONS .

1.01            Defined Terms ..01          Defined Terms .  As used herein the following terms shall have the following meanings:

(a)         " Account " shall have the meaning given to it in the Uniform Commercial Code in effect in the State of Connecticut.

(b)         " Affiliate ", as applied to any Person, means any other Person directly or indirectly through one or more intermediaries controlling, controlled by, or under common control with, that Person.  For the purposes of this definition, "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Person, whether through the ownership of voting securities or by contract or otherwise.

(c)         " Agreement " means this Commercial Term Loan Agreement, as the same from time to time may be amended, supplemented or modified.

(d)         “ Borrower’s Counsel ” means Rele & Becker LLC.

(e)         “ Business Day ” means a day in which commercial banks settle payments in New Canaan, Connecticut.

(f)         " Change of Control " means the transfer, sale, assignment, or pledge, in any manner whatsoever, which has the effect of transferring fifty percent (50%) or more of the voting stock of the Borrower to any Person who is not a member or stockholder (or an Affiliate of such member or stockholder) of the Borrower as of the date of this Agreement.

(g)         “ Closing Date ” means March 31, 2009.

(h)         “ Corporate Guarantor ” means Bonds.com Holdings, Inc.

(i)         " Debt " of any Person means at any date, without duplication:

(i)           all obligations of such Person for borrowed money;

(ii)           all obligations of such Person evidenced by bonds (other than performance bonds), debentures, notes or other similar instruments;

(iii)           all obligations of such Person to pay the deferred purchase price of property or services;

(iv)           all Debt of others secured by a lien on any asset of such Person whether or not such Debt is assumed by such Person; and

(vi)           all Debt of others guarantied by such Person or entity.

(j)           " Default(s) " means any of the events specified in Section 8.01 below, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

(k)           " Dollars " and " $ " means lawful currency of the United States of America.

(l)           " Environmental Laws " means all present and future laws, statutes, ordinances, rules, regulations, orders, codes, licenses, permits, decrees, judgments, directives or the equivalent of or by any Governmental Authority relating to or addressing the protection of the environment or human health.

(n)           " Event(s) of Default " means any of the events specified in Section 8.01 below, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

(o)           “ Financial Statements ” has the meaning set forth in Section 5(t).

(p)           " GAAP " means generally accepted accounting principals applied in a manner consistent with that employed in the preparation of the financial statements described in Section 6.01 below.

(q)           " Governmental Authority " means any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.

(r)           “ Guaranty Agreements ” means (i) the Guaranty, dated as of the date hereof, issued by Bonds.com Holdings, Inc. for the benefit of the Lender, and (ii) the Limited Guaranty, dated as of the date hereof, issued by the Pledgor for the benefit of the Lender.

(s)           " Hazardous Materials " means any material or substance that, whether by its nature or use, is now or hereafter defined as hazardous waste, hazardous substance, pollutant or contaminant under any Environmental Laws which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and which is now or hereafter regulated under any Environmental Laws, or which is or contains petroleum, gasoline, diesel fuel or another petroleum hydrocarbon product.

(t)           " Indebtedness " means all obligations that in accordance with GAAP should be classified as liabilities upon the Borrower’ balance sheet or to which reference should be made by footnotes thereto other than accounts payable arising in the ordinary course of business.

(u)            Intentionally Omitted .

(v)           “ Lender’s Counsel ” means Diserio Martin O’Connor & Castiglioni LLP.

(w)           " Lien " means any mortgage, pledge, security interest, hypothecation, assignment, encumbrance, or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law or any jurisdiction).

(z)           “ Material Adverse Effect ” means (i) a material adverse effect upon the business, operations, property, profits or financial condition of the Borrower taken as a whole or (ii) a material impairment of the ability of the Borrower to perform their obligations under this Agreement or of the Lender to enforce, against the Borrower, or collect, any of the Borrower’ Obligations.

(aa)           " Maturity Date " means March 31, 2010.

(bb)           " Note " means the Commercial Term Promissory Note of even date from the Borrower to the Lender.

(cc)           " Obligations " means and includes all loans, advances, interest, indebtedness, liabilities, obligations, guaranties, covenants and duties at any time owing by the Borrower to the Lender of every kind and description, whether or not evidenced by any note or other instrument, whether or not for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including but not limited to the indebtedness, liabilities and obligations arising under this Agreement, the Note and the other Loan Documents, and all costs, expenses, fees, charges, expenses and attorneys', paralegals' and professionals' fees incurred in connection with any of the foregoing, or in any way connected with, involving or related to the preservation, enforcement, protection and defense of this Agreement, the Note, the other Loan Documents, any related agreement, document or instrument, any Lien in favor of the Lender, and the rights and remedies hereunder or thereunder.

(dd)           " Person " means any individual, corporation, partnership, joint venture, trust, unincorporated organization or any other juridical entity, or a government or state or any agency or political subdivision thereof.

(ee)           " Plan " means any plan of a type described in Section 4021(a) of ERISA in respect of which either Borrower is an "employer" as defined in Section 3(5) of ERISA.

(ff)           “ Pledge Agreement ” means the Pledge and Security Agreement of even date between Siesta Capital, LLC and the Lender.

(gg)           " Reportable Event " means any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder.

(hh)            " Subsidiary or Subsidiaries " of any Person means any corporation or corporations of which the Person or one or more of its Subsidiaries, owns, directly or indirectly, at least a majority of the securities having ordinary voting power for the election of directors.

(ii)           “ Warrant ” means the Warrant of even date from the Borrower to the Lender.

1.02            Accounting Terms ..02  Accounting Terms .  Except as otherwise specifically set forth in this Agreement, each accounting term used in this Agreement shall have the meaning given to it under GAAP.  Any dispute or disagreement between the Borrower and the Lender relating to the determination of GAAP shall, in the absence of manifest error, be conclusively resolved for all purposes hereof by the written opinion with respect thereto, delivered to the Lender, of independent Accountants selected by the Borrower and approved by the Lender for the purposes of auditing the periodic financial statements of the Borrower.

II.             LOAN FACILITY .

2.01            Loan ..02  Term Loan .  Subject to the terms and conditions contained in this Agreement, and relying upon the representations and warranties set forth in this Agreement, the Lender is extending to the Borrower a $1,000,000 term loan facility as evidenced by the Commercial Term Promissory Note of this date from the Borrower to the Lender, a copy of which is attached hereto as Exhibit A (the " Term Note ").

2.02            Other Events .

(a)           In the event that, after the date hereof, any enactment of or change in applicable law, regulation, condition, directive or interpretation thereof (including any request, guideline or policy whether or not having the force of law and including, without limitation, Regulation D promulgated by the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect) by any authority charged with the administration or interpretation thereof:

(i)           subjects the Lender to a tax with respect to any Loan (other than any tax measured by or based upon the overall net income of the Lender or any branch or office thereof, imposed by the United States of America or by any other jurisdiction in which the Lender is qualified to do business or any political subdivision or taxing authority therein); or

(ii)           changes the basis of taxation or payment to the Lender of principal of or interest on the Loan or any commitment hereunder or any other amounts payable hereunder (other than any tax measured by or based upon the overall net income of the Lender or any branch or office thereof, imposed by the United States of America or by any other jurisdiction in which the Lender is qualified to do business or any political subdivision or taxing authority therein); or

(iii)           imposes, modifies or deems applicable any reserve or deposit requirements against any assets held by, deposits with or for the account of, or loans or commitments by, an office of the Lender in connection with payments by the Lender hereunder; or

(B)           the Lender shall promptly deliver to the Borrower a certificate stating the change which has occurred or the reserve requirements or other conditions which have been imposed on the Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such increased cost, reduction or payment and the way in which such amount has been calculated; and

(C)           the Borrower shall pay to the Lender within thirty (30) days after delivery of the certificate referred to in clause (B) above, such an amount or amounts as will reasonably compensate the Lender for such additional cost, reduction or payment.

(b)           No failure on the part of the Lender to demand compensation under subsection (a) above on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Lender to deliver any certificate in a timely manner shall in any way reduce any obligations of the Borrower to the Lender under this Section 2.02.

III.            INTEREST, TERMS AND FEES .

3.01            Interest Rate ..01  Interest Rate .

(a)            Note Rate .  The Note shall bear, and the Borrower promises to pay, interest on the indebtedness on the terms and conditions set forth in the Note.

(b)            Lawful Interest .  It is the intent of the parties that the rate of interest and all other charges to the Borrower be lawful.  If for any reason the payment of a portion of interest, fees or charges as required by this Agreement would exceed the limit established by applicable law which a commercial lender such as the Lender may charge to a commercial borrower such as the Borrower, then the obligation to pay interest or charges shall automatically be reduced to such limit and, if any amounts in excess of such limits shall be paid, then such amounts shall be applied to the unpaid principal amount of the Obligations of the Borrower to the Lender or refunded so that under no circumstances shall the interest or charges required hereunder exceed the maximum rate allowed by law.

3.02          Term and Termination . Unless payment is accelerated as a result of the occurrence of an Event of Default, the Loan shall be repaid as set forth in the Note and shall be due and payable in full on the Maturity Date.

3.03            Repayments ..03  Repayments .  Any payments made by the Borrower to the Lender shall be credited first to late charges, costs and expenses, then to accrued and unpaid interest and then to the outstanding principal balance due in the inverse order of maturity.

3.04            Prepayments ..04  Prepayments .  The Borrower may prepay any Loan, in whole or in part, subject to the terms and conditions set forth in the Note.

3.05            Intentionally Omitted .

3.06            Default Interest Rate .  Following an Event of Default, and until paid in full, outstanding principal will bear interest at a rate of five percent (5.0%) above the Note Rate as defined in the Note or the maximum allowed by law.

3.07            Manner of Payment .  Each payment and prepayment of principal and interest shall be made in U.S. Dollars, or in other immediately available funds.

IV.             CONDITIONS PRECEDENT .

The obligation of the Lender to enter into the Loan is subject to the following conditions precedent:

4.01            Loan Documents .  The Lender will have received on or before the Closing Date executed originals of the following documents, each dated as of the Closing Date, in form and substance satisfactory to the Lender:

(a)           This Agreement;

(b)           Commercial Term Promissory Note;

(c)           Guaranty Agreements;

(d)           Pledge and Security Agreement;

(e)           Warrant; and

(f)           Such other documents as the Lender or Lender’s Counsel require.

4.02            Supporting Documents .  The Lender will have received on or before the Closing Date the following supporting documents all in form and substance satisfactory to the Lender and the Lender’s Counsel in their sole discretion, reasonably exercised:

(a)           Certified copy of all corporate action taken by the Borrower and the Corporate Guarantor to authorize the execution, delivery and performance of this Agreement, the Note, the other Loan Documents, and the borrowings to be made hereunder, together with copies of each of the Borrower’s and Corporate Guarantor’s Certificate of Incorporation and By-laws, all amendments thereto, and such other papers and documents as the Lender or the Lender’s Counsel may require;

(b)           Certificate of Good Standing for the Borrower and the Corporate Guarantor, issued by the Secretary of State of the state in which each was incorporated or organized and of any state in which each Borrower is qualified to do business; and

(c)           Such other documents and information as may reasonably be required by the Lender and the Lender’s Counsel to carry out the transactions contemplated by the Loan.

V.             REPRESENTATIONS AND WARRANTIES .

The Borrower represents and warrants to the Lender that:

(a)            Good Standing and Qualification .   The Borrower is a corporation, duly incorporated, validly existing and in good standing under the laws of its state of incorporation.   The Borrower has all requisite company power and authority to own and operate its properties and to carry on each of its business as presently conducted and is qualified to do business as a foreign corporation in each jurisdiction wherein the character of the properties owned or leased by each of it therein or in which the transaction of its business therein makes such qualification necessary.

(b)            Corporate Authority .  The Borrower has full company power and authority to enter into and perform the obligations under this Agreement, to make the borrowings contemplated herein, to execute and deliver the Note and the other Loan Documents and to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper corporate action.  No other consent or approval or the taking of any other action in respect of members or of any public authority is required as a condition to the validity or enforceability of this Agreement, the Notes or any of the other Loan Documents.  The execution and delivery of this Agreement is for valid corporate purposes and will not violate the Borrower’s Certificate of Incorporation or By-Laws.

(c)            Stock .  The Borrower’s issued and outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable.

(d)            Binding Agreements . This Agreement constitutes, and the Note and the other Loan Documents delivered in connection herewith shall constitute, valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

(e)            Litigation .  Except as set forth on Schedule 5(e) , there are no actions, suits, proceedings or investigations pending or, to the knowledge of the officers of the Borrower, threatened against the Borrower before any court or administrative agency, which either in any case or in the aggregate, if adversely determined, would have a Material Adverse Effect, or which question the validity of this Agreement, the Note, or any of the other Loan Document, or any action to be taken in connection with the transaction contemplated hereby.

(f)            No Conflicting Law or Agreements . The execution, delivery and performance by the Borrower of this Agreement, the Note and the other Loan Documents (i) does not violate any provision of the Certificate of Incorporation or By-laws of the Borrower, (ii) does not violate any order, decree or judgment, or any provision of any statute, rule or regulation applicable to the Borrower, (iii) does not violate or conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a default under any shareholder agreement, stock preference agreement, mortgage, indenture or contract to which the Borrower is a party, or by which any of its properties are bound, and (iv) does not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or assets of the Borrower except as contemplated herein.

(g)            Taxes .                       With respect to all taxable periods of the Borrower, the Borrower has filed all tax returns required to be filed by it and has paid all federal, state, municipal, franchise and other taxes shown on such filed returns has reserved against the same, as required by GAAP, and neither Borrower knows of any unpaid assessments against it.

(h)            Existence of Assets and Title Thereto .  The Borrower has good and marketable title to its properties and assets, including the properties and assets reflected in the financial statements referred to above.  These properties and assets are not subject to any mortgage, pledge, lien, lease, security interest, encumbrance, restriction or charge except those permitted under the terms of this Agreement (including but not