PLEDGE AGREEMENT

This PLEDGE AGREEMENT dated as of October 3, 2008 (the “ Pledge Agreement ”) is executed by ISI SECURITY GROUP, INC. , a Delaware corporation, DETENTION CONTRACTING GROUP, LTD., a Texas limited partnership, ISI DETENTION CONTRACTING GROUP, INC. , a Texas corporation, ISI DETENTION CONTRACTING GROUP, INC. , a California corporation, ISI DETENTION CONTRACTING GROUP, INC. , a New Mexico corporation, ISI DETENTION SYSTEMS, INC. , a Texas corporation, ISI SYSTEMS, LTD. , a Texas limited partnership, METROPLEX CONTROL SYSTEMS, INC. , a Texas corporation, ISI CONTROLS, LTD. , a Texas limited partnership, METROPLEX COMMERCIAL FIRE AND SECURITY ALARMS, INC. , a Texas corporation and MCFSA, LTD. , a Texas limited partnership COM-TEC SECURITY, LLC , a Wisconsin limited liability company, and COM-TEC CALIFORNIA LIMITED PARTNERSHIP , a Wisconsin limited partnership (collectively, the “ Pledgor ”), which have their chief executive located at 12903 Delivery Drive, San Antonio, Texas 78247, and THE PRIVATEBANK AND TRUST COMPANY , an Illinois banking corporation (the “ Bank ”), whose address is 70 W. Madison, 2 ^nd  Floor, Chicago, Illinois 60602 (the Borrower and the Guarantors are collectively referred to herein as the “ Debtor ”).

A.   ISI Security Group, Inc., a Delaware corporation (“ Borrower ”) and Bank have entered into that certain Loan and Security Agreement of even date herewith (as amended, supplemented or modified from time to time, the “ Loan Agreement ”), and of even date herewith, that certain (i) Facility Loan A Note in the principal amount of ten million dollars ($10,000,000.00), (ii) Facility B Note in the principal amount of five million dollars ($5,000,000.00) and (iii) Facility C Note in the principal amount of ten million dollars ($10,000,000.00) (together with any and all notes issued in extension, renewal or modification thereof or substitution or replacement therefor, collectively the “ Notes ”).

B.   As a condition to the Bank’s entering into the Loan Agreement and acceptance of the Notes and making the Loans evidenced by the Notes, the Bank requires that the Pledgor enter into this Pledge Agreement for the benefit of the Bank and the affiliates of the Bank (collectively, the “ Affiliates ”) in order to secure the obligations and performance of the Pledgor hereunder and of the Borrower under the Loan Agreement and the   Notes.

NOW THEREFORE, for and in consideration of the foregoing premises, which are hereby incorporated herein as true, and the mutual promises and agreements contained herein, the Pledgor and the Bank hereby agree as follows:

Section 1.   DEFINITIONS .

Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement. The term “ UCC ” means the Uniform Commercial Code as in effect in the State of Illinois. The terms “ Adverse Claim ,” “ Control ,” “ Entitlement Order ,” “ Financial Asset ,” “ Securities Account ,” “ Securities Entitlement ,” “ Securities Intermediary ” and “ Security ” have the meanings given them in Article 8 of the UCC.

Section 2.   PLEDGE AND GRANT OF SECURITY INTEREST .

To secure the prompt payment and performance in full when due of the Secured Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns and grants to the Bank, a continuing security interest in any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “ Pledged Collateral ”):

(a)   Pledged Collateral . 100% (or, if less than 100% is owned by such Pledgor, the full amount owned by such Pledgor) of the issued and outstanding shares, partnership interests, membership interests, securities, and all other equity interests of each Subsidiary of each Pledgor, including, without limitation, those set forth on Exhibit A attached hereto;

(b)   Additional Interests . 100% (or, if less than 100% is owned by such Pledgor, the full amount owned by such Pledgor) of each class of the issued and outstanding shares, partnership interests, membership interests, securities and other equity interests of any other Person which hereafter becomes a Subsidiary of any Pledgor;

(c)   Distributions . All shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Collateral, or representing a distribution or return of capital upon or in respect of the Pledged Collateral, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Collateral; and in the event of any consolidation or merger involving the issuer of any Pledged Collateral and in which such issuer is not the surviving entity, all shares of each class of the capital stock of the successor entity formed by or resulting from such consolidation or merger; and

(d)   Proceeds . All Proceeds and Products of the foregoing, however and whenever acquired and in whatever form.

Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of stock or other interests to the Bank as collateral security for the Secured Obligations. Upon such pledge and delivery to the Bank, such additional shares of stock or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Exhibit A is amended to refer to such additional shares.

Section 3.   SECURITY FOR SECURED OBLIGATIONS .

The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the following, whether now existing or hereafter incurred (the “ Secured Obligation ”): (a) all of the Obligations, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several; (b) the obligations of the Pledgor contained in this Pledge Agreement; and (c) all expenses and charges, legal and otherwise, reasonably incurred by the Bank in collecting or enforcing any Obligations or Secured Obligations or in realizing on or protecting any security therefor, including without limitation the security granted hereunder.

Section 4.   DELIVERY OF THE PLEDGED COLLATERAL; PERFECTION OF SECURITY INTEREST .

Each Pledgor hereby agrees that:

(a)   Delivery of Certificates . Each Pledgor shall deliver to the Bank (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement, all certificates representing the Pledged Collateral of such Pledgor and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Bank, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Bank pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit B attached hereto.

(b)   Additional Securities . If such Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or equity interests, stock splits, spin-off or split-off, promissory notes or other instrument; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Bank, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Bank in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit B , to be held by the Bank as Pledged Collateral and as further collateral security for the Secured Obligations.

(c)   Financing Statements . Each Pledgor authorizes the Bank to prepare and file such UCC or other applicable financing statements as may be reasonably deemed necessary or desirable by the Bank in order to perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor.

(d)   Provisions Relating to Securities Entitlements and Securities Accounts . With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, (a) the applicable Pledgor and the applicable Securities Intermediary shall enter into an agreement with the Bank granting Control to the Bank over such Pledged Collateral, such agreement to be in form and substance reasonably satisfactory to the Bank and (b) the Bank shall be entitled, upon the occurrence and during the continuance of a Default or an Event of Default, to notify the applicable Securities Intermediary that it should follow the Entitlement Orders of the Bank and no longer follow the Entitlement Orders of the applicable Pledgor. Upon receipt by a Pledgor of notice from a Securities Intermediary of its intent to terminate the Securities Account of such Pledgor held by such Securities Intermediary, prior to the termination of such Securities Account the Pledged Collateral in such Securities Account shall be (i) transferred to a new Securities Account which is subject to a control agreement as provided above or (ii) transferred to an account held by the Bank (in which it will be held until a new Securities Account is established).

Section 5.   REPRESENTATIONS AND WARRANTIES .

Each Pledgor hereby represents and warrants to the Bank, for the benefit of the Bank, that until all of the Secured Obligations have been satisfied in full:

(a)   Authorization of Pledged Collateral . The Pledged Collateral is duly authorized and validly issued, is fully paid and nonassessable and is not subject to the preemptive rights of any Person. All other shares of capital stock constituting Pledged Collateral will be duly authorized and validly issued, fully paid and nonassessable and not subject to the preemptive rights of any Person.

(b)   Title . Each Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and will at all times be the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no Adverse Claim with respect to the Pledged Collateral of such Pledgor.

(c)   Exercising of Rights . The exercise by the Bank of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property, provided that the Bank obtains all necessary Governmental Approvals pursuant to Section 10(e) hereof.

(d)   Pledgor’s Authority . No authorization, approval or action by, and no notice or filing with any Governmental Authority, the issuer of any Pledged Collateral or third party is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement or (ii) for the exercise by the Bank of its rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities).

(e)   Security Interest/Priority . This Pledge Agreement creates a valid security interest in favor of the Bank for the benefit of the Bank in the Pledged Collateral. The taking possession by the Bank of the certificates (if any) representing the Pledged Collateral and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Bank’s security interest in all certificated Pledged Collateral and such certificates and instruments. Each Pledgor is a “ registered organization ,” as that term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s State of organization, the Bank shall have a perfected first priority (subject to Permitted Liens) security interest in all uncertificated Pledged Collateral consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Bank of an agreement granting Control to the Bank over such Pledged Collateral, the Bank shall have a perfected first priority (subject to Permitted Liens) security interest in such Pledged Collateral. Except as set forth in this Section, no action is necessary to perfect or otherwise protect such security interest.

(f)   No Other Capital Securities . Except as set forth on Exhibit A attached hereto, as revised or updated from time to time after the date hereof by the Pledgor, no Pledgor owns any Capital Securities of any Person. Exhibit A , hereto, as revised or updated from time to time after the date hereof by the Pledgor, as it pertains to each Pledgor, includes all Foreign Subsidiaries directly owned by such Pledgor, and does not include any Person not directly owned by such Pledgor. The Pledgor shall send to the Bank such revised or updated Exhibit A ’s from time to time as is necessary to reflect the current ownership of the Capital Securities of the Pledgor in Subsidiaries..

(g)   Partnership and Limited Liability Company Interests . Except as previously disclosed in writing to the Bank, none of the Pledged Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

Section 6.   COVENANTS .

Each Pledgor hereby covenants that until all of the Credit and Collateral Termination Events have occurred, such Pledgor shall:

(a)   Defense of Title . Use commercially reasonable efforts to warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Loan Agreement and the other Loan Documents.

(b)   Further Assurances . Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be necessary or reasonably desirable or that the Bank may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including, without limitation, the authentication and filing of UCC financing statements and any and all action reasonably necessary to satisfy the Bank that the Bank has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Bank to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Bank, delivering to the Bank irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

(c)   Amendments . Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Loan Agreement.

(d)   Compliance with Securities Laws . File all reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor.

(e)   Issuance or Acquisition of Capital Securities . Not without executing and delivering, or causing to be executed and delivered, to the Bank such agreements, documents and instruments as the Bank may reasonably require, issue or acquire any capital stock consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

Section 7.   PERFORMANCE OF OBLIGATIONS; ADVANCES BY BANK .

Upon the occurrence and during the continuance of an Event of Default, on failure of any Pledgor to perform any of the covenants and agreements contained herein, the Bank may, at its sole option and in its reasonable discretion, perform or cause to be performed the same and in so doing may expend such sums as the Bank may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Bank may make for the protection of the security hereof or which may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgor on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Bank on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgor of any default under the terms of this Pledge Agreement, the other Loan Documents or any Hedging Agreement between any Obligor and the Bank or affiliate of the Bank. The Bank may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or in