Exhibit
      4.1


    MSGI
      SECURITY SOLUTIONS, INC.

    575
      Madison Avenue

    New
      York,
      NY 10022

    


    
 

    January
      4, 2008

    
 

    To
      the
      buyers (the "Buyers") listed on 

    the
      Signature Pages to the SPA (as defined below)

     

     

    Dear
      Sirs:

     

    Reference
      is made to that certain Securities Purchase Agreement (the "SPA")
      dated
      as of the date hereof by and among each of the Buyers and MSGI Security
      Solutions (the "Company").
      Capitalized terms used herein but not otherwise defined herein shall have the
      respective meanings set forth in the SPA. 

     

    This
      letter agreement (the "Agreement")
      grants
      to each of the Buyers an irrevocable option (the "Put
      Option")
      to
      sell up to the number of shares of Common Stock of the Company set forth
      opposite such Buyer's name on column (5) to the Schedule of Buyers to the SPA
      (or the same number of Series A Warrants or a combination of shares of Common
      Stock and Series A Warrants) at a price equal to the Per Share Put Price (as
      defined below) per share of Common Stock or Series A Warrant (the aggregate
      price due to a Buyer on the exercise of the Put Option, the "Put
      Price").
      The
      Put Option will be valid from the six month anniversary of the date hereof
      until
      the earlier of (i) the five year anniversary of the Closing Date and (ii) the
      satisfaction of the Put Termination Event (as defined below) (the "Option
      Period").
      Each
      Buyer may exercise the Put Option, at any time or from time to time from and
      during the Option Period, by delivering to the Company written notice of
      exercise, which notice shall specify the number of shares of Common Stock and/or
      Series A Warrants to be purchased by the Company (the "Purchased
      Securities").
      The
      closing of the sale and purchase of the Purchased Securities pursuant to an
      exercise of the Put Option (the "Put
      Closing"
      and the
      date of a Put Closing, the "Put
      Closing Date")
      will
      occur no later than five (5) days following the delivery of such notice of
      exercise unless mutually agreed otherwise by such exercising Buyer or its
      assigns and the Company. Notwithstanding the foregoing, no Buyer may exercise
      this Put Option to sell more than the Maximum Eligibility Number of shares
      of
      Common Stock and/or Series A Warrants at any time.

     

    
      
         

      

      
         

        
          

        

      

      
        
          Exhibit
            4.1

        

      

       

       

    

    The
      Put
      Price shall be payable on the Put Closing Date, in shares of Common Stock (the
      "Common
      Shares")
      so
      long as there has been no Equity Conditions Failure; provided however that
      the
      Company may at its option following notice to the Buyer, either (i) pay the
      Put
      Price on such Put Closing Date in cash ("Cash
      Payment")
      or
      (ii) a combination of Cash Payment and Common Shares; provided,
      however,
      that
      the number of Common Shares to be paid by the Company may not exceed 100% of
      the
      average daily trading volume of the Common Stock for the ten (10) consecutive
      trading days immediately prior to the Payment Election Date. The Company shall
      deliver a written notice (each, a "Payment
      Election Notice"
      and the
      date of such delivery the "Payment
      Election Date")
      to the
      Buyer on or prior to the second (2nd) Business Days after the date of delivery
      of a notice of exercise by a Buyer (the "Payment
      Notice Due Date")
      which
      notice (1) either (A) confirms that the Put Price to be paid on such Put Closing
      Date shall be paid entirely in Common Shares or (B) elects to pay the Put Price
      as Cash Payment or a combination of Cash Payment and Common Shares and specifies
      the amount of the Put Price that shall be paid as Cash Payment, and/or the
      amount of the Put Price that shall be paid in Common Shares and (2) certifies
      that there has been no Equity Conditions Failure. If any portion of the Put
      Price for a particular Put Closing shall be paid in Common Shares, then the
      Company shall pay to the Buyer a number of shares of Common Stock equal to
      (x)
      the amount of the Put Price payable on the applicable Put Closing Date in Common
      Shares divided by (y) 75% of the Market Price. The Put Price to be paid on
      a Put
      Closing Date in Common Shares shall be paid in a number of fully paid and
      nonassessable shares of Common Stock (rounded to the nearest whole share).
      If
      the Equity Conditions were satisfied as of the Put Notice Date but the Equity
      Conditions are no longer satisfied at any time prior to the Put Closing Date,
      the Company shall provide the Buyer a subsequent notice to that effect
      indicating that unless the Buyer waives the Equity Conditions, the Put Price
      shall be paid in cash. 

     

    On
      or
      prior to the date five (5) Trading Days after the applicable Put Closing Date,
      each Buyer and its assigns exercising its Put Option hereunder will deliver
      to
      the Company the Purchased Securities and will take such action as may be
      reasonably necessary in order to transfer to the Company good and marketable
      title to such Purchased Securities, free and clear of all claims, liens and
      encumbrances of any nature; provided,
      that,
      if the
      Company has elected to pay the applicable Put Price in Common Shares and the
      Buyer has exercised its Put Option with respect to shares of Common Stock,
      then
      the Buyer shall have no obligation to deliver such shares of Common Stock to
      the
      Company and the Company shall be obligated only to deliver to the Buyer the
      difference between the number of Common Shares being paid by the Company and
      the
      number of shares of Common Stock being sold by the Buyer at such Put Closing.
      If
      the Buyer is required to deliver to the Company a stock certificate or Series
      A
      Warrant for more than the number of shares of Common Stock and/or Series A
      Warrants being sold to the Company pursuant its exercise of the Put Option,
      the
      Company shall promptly deliver to the Buyer a replacement stock certificate
      and/or Series A Warrant, as applicable, for the difference between the number
      of
      shares of Common Stock represented by the stock certificate or Series A Warrants
      delivered to the Company and the number of shares of Common Stock and/or Series
      A Warrants being sold to the Company pursuant the Buyer's exercise of the Put
      Option.

     

    
      
         

      

      
        2

        
          

        

      

      
        
          Exhibit
            4.1

        

      

       

       

    

    The
      Company's obligations under this Agreement are secured by the Letters of Credit
      (as defined in the SPA). Upon a Buyer exercising its Put Option, such Buyer
      may
      draw under its Letter of Credit, such portion of the Letter of Credit not to
      exceed the Cash Payment amount of the Put Price due to the Buyer from the
      Company on such Put Closing Date. In addition to the terms set forth in the
      SPA,
      a Buyer may draw under its Letter of Credit in the event of the bankruptcy
      or
      liquidation of the Company.

     

    As
      used
      herein, "Equity
      Conditions"
      means
that
      each of
      the following conditions is satisfied: (i) on each day during the period
      beginning six (6) month prior to the applicable date of determination and ending
      on and including the applicable date of determination (the "Equity
      Conditions Measuring Period"),
      either
      (x) a registration
      statement filed by the Company under the 1933 Act
      (the
      "Registration
      Statement")
      shall
      be effective and available for the resale of all of the Listed Securities (as
      defined in the Securities Purchase Agreement) and there shall not have been
      any
      suspensions of the effectiveness of such registration statement or
      (y)
      all
      of the Listed Securities shall be eligible for sale without restriction and
      without the need for registration under any applicable federal or state
      securities laws;
      (ii) on
      each day during the Equity Conditions Measuring Period, the Common
      Stock
      is
      designated for quotation on the Principal Market (as defined in the Securities
      Purchase Agreement) or any other Eligible Market (as defined in the Warrants)
      and shall not have been suspended from trading on such exchange or market (other
      than suspensions of not more than two (2) days and occurring prior to the
      applicable date of determination due to business announcements by the Company)
      nor shall delisting or suspension by such exchange or market been threatened
      or
      pending either (A) in writing by such exchange or market or (B) by falling
      below
      the then effective minimum listing maintenance requirements of such exchange
      or
      market; (iii) during the one (1) year period ending on and including the date
      immediately preceding the applicable date of determination, the Company shall
      have delivered shares of Common Stock upon exercise of the Warrants to the
      holders on a timely basis as set forth in Section 1(a) of the Warrants; (iv)
      any
      applicable shares of Common
      Stock to
      be
      issued in connection with the event requiring determination may be issued in
      full without violating Section 1(f)(i) of the Warrants or the rules or
      regulations of the Principal Market or any applicable Eligible Market; (v)
      during the Equity Conditions Measuring Period, the Company shall not have failed
      to timely make any payments within five (5) Business Days of when such payment
      is due pursuant to any Transaction Document (as defined in the Securities
      Purchase Agreement); (vi) during the Equity Conditions Measuring Period, there
      shall not have occurred the public announcement of a pending, proposed or
      intended Fundamental Transaction (as defined in the Warrants) which has not
      been
      abandoned, terminated or consummated; (vii)
      the
      Company shall have no knowledge of any fact that would cause (x) the
      Registration Statement not to be effective and available for the resale of
      all
      remaining Listed Securities or (y) any shares of Common Stock issuable upon
      exercise of the Warrants not to be eligible for sale without restriction
      pursuant to Rule 144 (and
      not
      subject to the public information requirements of Rule 144(c)(1)) and
      any
      applicable state securities laws; and (ix) the
      Company otherwise shall have been in compliance with and shall not have breached
      any provision, covenant, representation or warranty of any Transaction
      Document.

     

    
      
         

      

      
        3

        
          

        

      

      
        
          Exhibit
            4.1

        

      

    

     

     

    As
      used
      herein, "Equity
      Conditions Failure"
      means
      that on any day during the period commencing ten (10) Trading Days prior to
      the
      date the applicable Payment Notice is delivered to the Buyer through the
      applicable Put Closing Date, the Equity Conditions have not been satisfied
      (or
      waived in writing by the Buyer).

     

    As
      used
      herein, "Market
      Price"
      means,
      the arithmetic average of the Weighted Average Price (as defined in the
      Warrants) of the Common Stock for the five (5) consecutive Trading Days (as
      defined in the Warrants) prior to the applicable Put Closing Date.

     

    As
      used
      herein, "Maximum
      Eligibility Number"
      means
      initially one-sixth (1/6) of the number shares of Common Stock of the Company
      set forth opposite such Buyer's name on column (5) to the Schedule of Buyers
      to
      the SPA (subject to adjustments for any stock dividend, stock split, stock
      combination or other similar transaction) and shall be increased successively
      on
      each monthly anniversary of the commencement of the Option Period (each
      successive month a "Monthly
      Period")
      by
      one-sixth (1/6) of the number shares of Common Stock of the Company set forth
      opposite such Buyer's name on column (5) to the Schedule of Buyers to the SPA
      (subject to adjustments for any stock dividend, stock split, stock combination
      or other similar transaction); provided,
      that,
      if the
      Maximum Eligibility Number in any Monthly Period is less than 35% of the average
      monthly trading volume of the Common Stock in such Monthly Period, as reported
      by Bloomberg, and the Company has elected to pay any portion of a Put Price
      in
      such Monthly Period in Common Shares, then the Maximum Eligibility Number shall
      equal 35% of the average monthly trading volume of the Common Stock for such
      Monthly Period, as reported by Bloomberg.

     

    As
      used
      herein, "Per
      Share Put Price"
      means,
      (i) from the six month anniversary of the date hereof until the one year
      anniversary of the date hereof, $1.20, (ii) from the one year anniversary of
      the
      date hereof until the two year anniversary of the date hereof, $1.40, (iii)
      from
      the two year anniversary of the date hereof until the three year anniversary
      of
      the date hereof, $1.60, (iv) from the three year anniversary of the date hereof
      until the four year anniversary of the date hereof, $1.80 and (v) from the
      four
      year anniversary of the date hereof through the five year anniversary of the
      date hereof, $2.00 (with all such amounts set forth in this definition subject
      to adjustments for any stock dividend, stock split, stock combination or other
      similar transaction). 

     

    As
      used
      herein, "Put
      Termination Event"
      shall
      mean ten (10) trading days after the Company gives notice (the "Put
      Termination Notice")
      to
      each Buyer that the following conditions have been satisfied: (i) the Weighted
      Average Price of the Company's Common Stock is at or above 166 2/3% of the
      then
      existing Per Share Put Price for twenty (20) consecutive trading days (the
      "Put
      Termination Measuring Period"),
      (ii)
      the dollar trading volume of the Common Stock during the Put Termination
      Measuring Period is at or above $100,000, (iii) the shares of Common Stock
      subject to the Put Option and the shares of Common Stock underlying the Series
      A
      Warrants are registered or freely tradeable without restriction or limitation
      pursuant to Rule 144 and not subject to the public information requirements
      of
      Rule 144(c)(1) during the Put Termination Measuring Period. The Company may
      not
      give notice of the Put Termination Event later than ten (10) Trading Days after
      the conditions to the Put Termination Event have been satisfied and the Company
      may not deliver a Put Termination Notice prior to the six month anniversary
      of
      date hereof. Notwithstanding the foregoing, nothing shall prohibit the Buyers
      from exercising their Put Options from the date the Company gives notice of
      satisfaction of the conditions of the Put Termination Event until the end of
      the
      tenth (10th) Trading Day thereafter. 

     

    
      
         

      

      
        4

        
          

        

      

      
        
          Exhibit
            4.1

        

      

    

     

     

    The
      Company and each Buyer will each be deemed to represent to the other party
      as of
      the date of this Agreement the following: (i) it has full power, authority
      and
      capacity to execute and deliver this Agreement, (ii) this Agreement is a valid
      and binding obligation upon it and is fully enforceable according to the terms
      contained herein except as such enforceability may be limited by general
      principles of equity or to applicable bankruptcy, insolvency, reorganization,
      moratorium, liquidation and other similar laws relating to, or affecting
      generally, the enforcement of applicable creditors' rights and remedies, and
      (iii) the execution, delivery and performance by it of this Agreement and the
      consummation by it of the transactions contemplated hereby will not result
      in a
      violation of the organizational documents of it, conflict with, or constitute
      a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, indenture or instrument to
      which
      it is a party or result in a violation of any law, rule, regulation, order,
      judgment or decree (including federal and state securities laws) applicable
      to
      it.

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns, including any purchasers of the Put
      Options. The Company shall not assign this Agreement or any rights or
      obligations hereunder without the prior written consent of the holders of Put
      Options representing at least a majority of the Put Options then outstanding,
      including by merger or consolidation. A Buyer may assign some or all of its
      rights hereunder without the consent of the Company, in which event such
      assignee shall be deemed to be a Buyer hereunder with respect to such assigned
      rights.

     

    The
      terms
      and conditions of this Agreement shall be binding and inure to the benefit
      of
      the parties and their respective
      successors and permitted assign. This Agreement shall be construed in accordance
      with the laws of the State of New York.

     

    This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party;
      provided that a facsimile signature shall be considered due execution and shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

     

    Please
      sign and return to us the enclosed copy of this letter to signify your agreement
      with and acceptance of its terms.

     

    


    
      
         

      

      
        5

        
          

        

      

      
        
          Exhibit
            4.1

        

      

    

     

     

    Yours
      faithfully,

    MSGI
      SECURITY SOLUTIONS, INC.

    


    
      	 
	 
	
              By:
                /s/
                Jeremy
                Barbera                                               
                

            
	
              Name:
                Jeremy Barbera

            
	
              Title:
                CEO

            


    

    


    


    
 

    
      
         

      

      
        6

        
          

        

      

      
        
          Exhibit
            4.1

        

      

    

     

     

    Acknowledged
      and agreed:

    


    
      	
              Hudson
                Bay Fund, LP

            
	 
	 
	
              By:
                /s/
                Yoav
                Roth                                                
                

            
	
              Name:
                Yoav Roth

            
	
              Title:
                Principal and Portfolio Manager

            


    

    


    


    
      	
              Hudson
                Bay Overseas Fund, Ltd.

            
	 
	 
	
              By:
                /s/
                Yoav
                Roth                                                 
                

            
	
              Name:
                Yoav Roth

            
	
              Title:
                Principal and Portfolio Manager

            


    

    
 

     

    
      
         

      

      
        7