Form of Proxy

AUTONOMOUS GUARD LTD

BD Client Code:

Client Name:

Number of Shares Held in a BD Nominee Company:

No.	Proposition		For	Against	Abstain
1	AMEND ARTICLES RE: BOARD OF DIRECTORS
2	ELECT SAAR BRACHA AS DIRECTOR
3	ISSUE INDEMNIFICATION AGREEMENT TO SAAR BRACHA, DIRECTOR
4	ISSUE EXEMPTION AGREEMENT TO SAAR BRACHA, DIRECTOR
5	APPROVE EMPLOYMENT TERMS OF BARUCH DILION, CEO