AGREEMENT
FOR SERVICE

      

      
        


      

      
        THIS
AGREEMENT FOR SERVICE (this "Agreement") dated this _20th___ of
_October________, 2010

      

      
        
 

      

      
        BETWEEN

      

      
        


      

      
        __David
Ly____________, for the benefit of Iveda Solutions, Inc.

      

      
        (OTC:IVDA)

      

      
        


      

      
        (the
"Customer")

      

      
        OF
THE FIRST PART

      

      
        


      

      
        -
AND -

      

      
        


      

      
        RKH
Capital Group (RKH CAPITAL) of 3411 Preston Road, #C13-226 Frisco, TX
75034

      

      
        (the
"Service Provider")

      

      
        OF
THE SECOND PART

      

      
        


      

      
        BACKGROUND:

      

      
        
          	
                	
                  A.

                	
                  The
      Customer is of the opinion that the Service Provider has the necessary
      qualifications, experience and abilities to provide services to the
      Customer.

                


        

         

      

      
        
          	
                	
                  B.

                	
                  The
      Service Provider is agreeable to providing such services to the Customer
      on the terms and conditions set out in this
  Agreement.

                


        

         

      

      
        IN CONSIDERATION OF the
matters described above and of the mutual benefits and obligations set forth in
this Agreement, the receipt and sufficiency of which consideration is hereby
acknowledged, the parties to this Agreement agree as follows:

        
 

      

      
        Services
Provided

      

      
        
          	
                	
                  1.

                	
                  The
      Customer hereby agrees to engage the Service Provider to provide the
      Customer with services (the "Services") consisting of the following
      activities:

                


        

         

      

      
        
          	
                	
                  a.

                	
                  Writing
      a one-time company Advertisement (“the AD”) to be hosted online as a
      landing page, describing the Customer’s business as its
      self-defined.

                


        

         

      

      
        
          	
                	
                  b.

                	
                  Creating
      a email (“the Email”) to create awareness and understanding
      of  the Customer’s business.  The Email will direct
      interested readers to the Service Provider’s and/or Company's web site,
      where a copy of the AD can be viewed or
  downloaded

                


        

         

      

      
        
          	
                	
                  c.

                	
                  Once
      the Customer has approved both the content of the AD and the Email, the
      Service Provider will make the AD available on its website and will embark
      on an email campaign, sending the Email to its opt in email
      list.  The email campaign shall be conducted for a period of 6
      months and will be targeted to addresses within the United States of
      America. Service Provider also agrees to drive traffic to the Company's
      web site through the use of Banner Advertising and Pay Per Click (PPC)
      advertising.

                


        

        The
Service Provider hereby agrees to provide such Services to the
Customer.

         

      

      
        
          
            
              	
                       

                    


            

            Initials:
_________

          

           


        

        
          
          

          
            

          

        

        
           


        

      
 

      
        
          	
                	
                  d.

                	
                  Assisting
      on the creating or updating of Customer's Web Page to include a landing
      section for interested readers.

                


        

         

      

      
        
          	
                	
                  e.

                	
                  Social
      Awareness Campaign using popular social networking sites including
      Facebook, MySpace, Twitter, etc.

                


        

         

      

      
        
          	
                	
                  f.

                	
                  Monitor
      internet blogs and forums to help eradicate negative comments and
      misinformation about Customer

                


        

         

      

      
        Term of
Agreement

      

      
        
          	
                	
                  2.

                	
                  The
      term of this Agreement will begin on the date of this Agreement (or on an
      otherwise mutually-agreed commencement date) and will remain in full force
      and effect for ONE month from that date, or at the completion of the
      maximum number of mailings as stipulated in this agreement, whichever is
      the sooner.

                


        

         

      

      
        
          Agreement
Date:    ___October 20,
2010___________

        

      

      
        
          Requested
Commencement Date:  ____October 20, 2010_________

           

        

      

      
        
          Performance

           

        

      

      
        
          	
                	
                  3.

                	
                  The
      parties agree to do everything necessary to ensure that the terms of this
      Agreement take effect.  This will include any actions required
      as a pre-requisite by the Customer.  (For example, possible
      changes required in the Customer’s processes, procedures, web site, etc.,
      to re-direct investor communications to the Service Provider; spending
      time with the Service Provider to provide information needed to produce
      the initial “Customer AD”; and the
like.)

                


        

         

        Compensation

      

      
        
          	
                	
                  4.

                	
                  For
      the services rendered by the Service Provider as required by this
      Agreement, the Customer will pay to the Service Provider compensation as
      follows:

                


        

         

      

      
        
          A total
payment of US$36,358 (Thirty-six Thousand Three Hundred Fifty Eight US dollars)
in cash and 318,750 shares of restricted stock.

        

        


      

      
        
          	
                	
                  5.

                	
                  This
      compensation will be payable at the commencement of the agreement per the
      following Schedule of Payment. Payment may be by wire transfer
      (preferred), credit card, cashier's check or company check. No services
      will be provided until the payment amount has been fully realized and/or
      the check has cleared. In an effort to expedite the process Stock Transfer
      should be made by way of Deposit/Withdrawal at Custodian
      (DWAC)

                


        

         

      

      
        
          	
                	
                  6.

                	
                  Schedule
      of Payment

                


        

         

      

      Month 1

      $10,157
Cash, 68,750 shares of Restricted Stock

      Month 2

      $8,657
Cash, 50,000 shares of Restricted Stock

       

      
        
          
            
              	
                       

                    


            

            Initials:
_________

          

           


        

        
          2

          
            

          

        

        
           


        

      


      Month 3

      $8,657
Cash, 50,000 shares of Restricted Stock

      Month 4

      $4,067
Cash, 50,000 shares of Restricted Stock

      Month 5

      $2,410
Cash, 50,000 shares of Restricted Stock

      Month 6

      $2,410
Cash, 50,000 shares of Restricted Stock

       

      
        $10,157
in Cash (first payment) due at the signing of this agreement. The remaining
payments will be due on the 15th of each following month until completion. Sixty
Eight Thousand Seven Hundred Fifty Shares (68,750) in Restricted stock to be
paid upon commencement of this agreement the remaining stock certificates should
be issued on the 15th of each following month. Should the cumulative value of
the shares paid in Stock have a value less than $50,000, the Customer agrees to
pay additional restricted shares to remedy the shortfall.

         

      

      
        Additional
Compensation

      

      
        
          	
                	
                  7.

                	
                  The
      Service Provider understands that the Service Provider's compensation as
      provided in this Agreement will constitute the full and exclusive monetary
      consideration and compensation for all services performed by the Service
      Provider and for the performance of all the Service Provider's promises
      and obligations under this
Agreement.

                


        

         

      

      
        Provision of
Extras

      

      
        
          	
                	
                  8.

                	
                  The
      Customer agrees to provide, for the use of the Service Provider in
      providing the Services, the following extras: Appropriate allotment of
      time, and any and all accurate and timely information that will be
      necessary for Service Provider to carry out its obligations under the
      terms of this agreement.

                


        

         

      

      
        Reimbursement of
Expenses

      

      
        
          	
                	
                  9.

                	
                  The
      Service Provider’s expenses for providing the services described in this
      agreement are included in the compensation amount.  Any services
      to be provided by the Service Provider to the Customer that are outside of
      the scope of this agreement will be subject to a separate
      agreement.

                


        

         

        Performance
Penalties

      

      
        
          	
                	
                  10.

                	
                  No
      performance penalties are associated with this agreement.  It is
      agreed and understood by both parties that, whilst the objective of the
      Customer may be to generate awareness and understanding of its company,
      the Service Provider makes no guarantees of generating such awareness and
      shall be held completely free from any liability in this
      regard.

                


        

         

      

      
        
          	
                	
                  11.

                	
                  It
      is agreed and understood that the Service Provider makes no
      representations on behalf of the Customer.  The content, claims
      and liabilities connected with the AD and the Email are the sole
      responsibility of the Customer.

                


        

        

          
            
              
                
                  	
                           

                        


                

                Initials:
_________

              

               


            

            
              3

              
                

              

            

            
               


            

          

        

         

      

      
        Confidentiality

      

      
        
          	
                	
                  12.

                	
                  The
      Service Provider agrees that they will not disclose, divulge, reveal,
      report or use, for any purpose, any confidential information with respect
      to the business of the Customer, which the Service Provider has obtained,
      except as may be necessary or desirable to further the business interests
      of the Customer. The Customer agrees that they will not disclose, divulge,
      reveal, report or use, for any purpose, any confidential information with
      respect to the business of the Service Provider including this service
      agreement, which the Customer has obtained, except as may be necessary or
      desirable to further the business interests of the Service Provider or as
      may be necessary in
      order for Customer to comply with applicable securities
      laws.  This obligation will survive 1 year upon termination of
      this Agreement.

                


        

         

      

      
        
          	
                	
                  13.

                	
                  Ownership
      of Materials

                


        

         

      

      
        
          	
                	
                  14.

                	
                  All
      materials developed, produced (or in the process of being so) by the
      Service Provider under this Agreement, will be the property of the
      Customer. The use of the mentioned materials by the Customer will not be
      restricted in any manner.

                


        

         

      

      
        
          	
                	
                  15.

                	
                  The
      Service Provider may retain use of the said materials and will not be
      responsible for damages resulting from their use for work other than
      services contracted for in this
Agreement.

                


        

         

      

      
        Return of
Property

      

      
        
          	
                	
                  16.

                	
                  Upon
      the expiry or termination of this Agreement, at the request of the
      Customer, the Service Provider will return to the Customer any property,
      documentation, records, or confidential information which is the property
      of the Customer.  Otherwise, after one month from the
      termination of this agreement, said property, documentation, records, or
      confidential information will be disposed of by the Service Provider in a
      manner deemed appropriate by the Service
  Provider.

                


        

         

      

      
        Assignment

      

      
        
          	
                	
                  17.

                	
                  The
      Service Provider will not voluntarily or by operation of law assign or
      otherwise transfer its obligations under this Agreement without the prior
      written consent of the Customer.

                


        

         

      

      
        Capacity / Independent
Contractor

      

      
        
          	
                	
                  18.

                	
                  It
      is expressly agreed that the Service Provider is acting as an independent
      contractor and not as an employee in providing the Services under this
      Agreement. The Service Provider and the Customer acknowledge that this
      Agreement does not create a partnership or joint venture between them, and
      is exclusively a contract for
service.

                


        

         

      

      
        Modification of
Agreement

      

      
        
          	
                	
                  19.

                	
                  Any
      amendment or modification of this Agreement or additional obligation
      assumed by either party in connection with this Agreement will only be
      binding if evidenced in writing signed by each party or an authorized
      representative of each party.

                


        

         

      

      
        Notice

      

      
        
          	
                	
                  20.

                	
                  All
      notices, requests, demands or other communications required or permitted
      by the terms of this Agreement will be given in writing and delivered to
      the parties of this Agreement as
follows:

                


        

         

          
            
              
                
                  	
                           

                        


                

                Initials:
_________

              

               


            

            
              4

              
                

              

            

            
               


            

          
 

      

      
        
          	
                	
                  a.

                	
                  __David
      Ly________, FBO, Iveda Solutions,
  Inc.  (IVDA)

                


        

        __________________________________

      

      
        Attn:
___Steve Wollach______________

      

      
        
          Phone:
___480 307-8700_____________

        

        
 

      

      
        
          	
                	
                  b.

                	
                  RKH
      Capital Group (RKH CAPITAL)

                


        

        3411
Preston Rd #C13-226.  Frisco, TX 75034

      

      
        
          Fax
Number: 214 755 4207

        

      

      
        
          Email:
cjensen@rkhcapital.com

           

        

      

      
        or to
such other address as to which any Party may from time to time notify the other
in writing.

         

      

      
        Costs and Legal
Expenses

      

      
        
          	
                	
                  21.

                	
                  In
      the event that legal action is brought to enforce or interpret any term of
      this Agreement, the prevailing party will be entitled to recover, in
      addition to any other damages or award, all reasonable legal costs and
      fees associated with the action, subject to negotiations via the 3rd
      party arbitration process.

                


        

         

      

      
        Time of the
Essence

      

      
        
          	
                	
                  22.

                	
                  Time
      is of the essence in this Agreement. No extension or variation of this
      Agreement will operate as a waiver of this
  provision.

                


        

         

      

      
        Entire
Agreement

      

      
        
          	
                	
                  23.

                	
                  It
      is agreed that there is no representation, warranty, collateral agreement
      or condition affecting this Agreement except as expressly provided in this
      Agreement.

                


        

         

      

      
        Limitation of
Liability

      

      
        
          	
                	
                  24.

                	
                  It
      is understood and agreed that the Service Provider will have no liability
      to the Customer or any other party for any loss or damage (whether direct,
      indirect, or consequential) which may arise from the provision of the
      Services.

                


        

         

      

      
        Indemnification

      

      
        
          	
                	
                  25.

                	
                  The
      Service Provider will indemnify and hold the Customer harmless from any
      claims against the Customer by any other party, arising directly or
      indirectly out of the provision of the Services by the Service
      Provider.

                


        

         

      

      
        Inurnment

      

      
        
          	
                	
                  26.

                	
                  This
      Agreement will inure to the benefit of and be binding on the parties and
      their respective heirs, executors, administrators, successors and
      permitted assigns.

                


        

         

      

      
        Currency

      

      
        
          	
                	
                  27.

                	
                  Except
      as otherwise provided in this Agreement, all monetary amounts referred to
      in this Agreement are in United States
dollars.

                


        

         

      

      
        Titles/Headings

      

      
        
          	
                	
                  28.

                	
                  Headings
      are inserted for the convenience of the parties only and are not to be
      considered when interpreting this
Agreement.

                


        

        

          
            
              
                
                  	
                           

                        


                

                Initials:
_________

              

               


            

            
              5

              
                

              

            

            
               


            

          

        

         

      

      
        Gender

      

      
        
          	
                	
                  29.

                	
                  Words
      in the singular mean and include the plural and vice versa. Words in the
      masculine mean and include the feminine and vice
  versa.

                


        

         

      

      
        Governing
Law

      

      
        
          	
                	
                  30.

                	
                  It
      is the intention of the parties to this Agreement that this Agreement and
      the performance under this Agreement, and all suits and special
      proceedings under this Agreement, be construed in accordance with and
      governed, to the exclusion of the law of any other forum, by the laws of
      the State of Texas, without regard to the jurisdiction in which any action
      or special proceeding may be
instituted.

                


        

         

        Dispute
Resolution

      

      
        
          	
                	
                  31.

                	
                  In
      the event a dispute arises out of or in connection with this Agreement the
      parties will attempt to resolve the dispute through friendly
      consultation.

                


        

         

      

      
        
          	
                	
                  32.

                	
                  If
      the dispute is not resolved within a reasonable period then any or all
      outstanding issues may be submitted to mediation in accordance with any
      statutory rules of mediation. If mediation is not successful in resolving
      the entire dispute or is unavailable, any outstanding issues will be
      submitted to final and binding arbitration in accordance with the laws of
      the State of Texas. The arbitrator's award will be final, and judgment may
      be entered upon it by any court having jurisdiction within the State of
      Texas.

                


        

         

      

      
        Severability

      

      
        
          	
                	
                  33.

                	
                  In
      the event that any of the provisions of this Agreement are held to be
      invalid or unenforceable in whole or in part, all other provisions will
      nevertheless continue to be valid and enforceable with the invalid or
      unenforceable parts severed from the remainder of this
      Agreement.

                


        

         

      

      
        Waiver

      

      
        
          	
                	
                  34.

                	
                  The
      waiver by either party of a breach, default, delay or omission of any of
      the provisions of this Agreement by the other party will not be construed
      as a waiver of any subsequent breach of the same or other
      provisions.

                


        

         

      

      
        IN WITNESS WHEREOF the parties
have duly executed this Service Agreement this

         

      

      
        
          	 
      	
                  RKH
      Capital Group (RKH CAPITAL)

                
	 
      	 
      	 
      
	 
      	
                  Name:

                	
                  /s/ CASEY JENSEN

                
	 
      	
                  (Signed
      / Corp seal)

                
	 
      	 
      
	 
      	
                  Customer:
      IVEDA SOLUTIONS

                
	 
      	 
      
	 
      	
                  Title:   President
      & CEO

                
	 
      	 
      	 
      
	 
      	
                  Name:

                	
                  /s/DAVID LY

                
	 
      	
                  (Signed
      / Corp seal)

                
	 
      	
                  Date:   October
      20, 2010

                


        

         

        
          
            ©2010 RKH
Capital Group


          
 

          
            
              
                
                  	
                           

                        


                

                Initials:
_________

              

               


            

            
              6