Exhibit
      10.2

    


    


    MSGI
      SECURITY SOLUTIONS, INC.

    575
      Madison Avenue

    New
      York,
      NY 10022

    


    


    January
      10, 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, Inc. (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")
      amends, restates and supersedes the Original Put Option Agreement (as defined
      in
      the SPA). 

     

    This
      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 Preferred Shares or a combination of shares of Common
      Stock and Preferred Shares) at a price equal to the Per Share Put Price (as
      defined below) per share of Common Stock or Preferred Share (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
      Preferred Shares 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 Preferred Shares at any time.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 for more
      than the number of shares of Common Stock and/or Preferred Shares being sold
      to
      the Company pursuant its exercise of the Put Option, the Company shall promptly
      deliver to the Buyer a replacement stock certificate, as applicable, for the
      difference between the number of shares of Common Stock or Preferred Shares,
      as
      applicable, represented by the stock certificate delivered to the Company and
      the number of shares of Common Stock and/or Preferred Shares being sold to
      the
      Company pursuant the Buyer's exercise of the Put Option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 conversion of the Preferred Shares
      and exercise of the Warrants to the holders on a timely basis as set forth
      in
      Section 6 of the Certificate of Designations and Section 1(a) of the Warrants,
      respectively; (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 8 of the Certificate of Designations or 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
      conversion of the Preferred Shares 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 (for
      the avoidance of doubt,
      in no
      event shall the Maximum Eligibility Number be less than the Maximum Eligibility
      Number as determined without the application of this proviso). 

     

    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 (a) if the Put
      Termination Event is from the six month anniversary of the date hereof until
      the
      one year anniversary of the date hereof, $2.00, (b) if the Put Termination
      Event
      is from the one year anniversary of the date hereof until the two year
      anniversary of the date hereof, $2.33, (c) if the Put Termination Event is
      from
      the two year anniversary of the date hereof until the three year anniversary
      of
      the date hereof, $2.68, (d) if the Put Termination Event is from the three
      year
      anniversary of the date hereof until the four year anniversary of the date
      hereof, $3.00 and (e) if the Put Termination Event is from the four year
      anniversary of the date hereof through the five year anniversary of the date
      hereof, $3.33 (with all such amounts set forth in clauses (a) through (e) above
      subject to adjustments for any stock dividend, stock split, stock combination
      or
      other similar transaction), 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 Common Shares and the shares
      of Common Stock underlying the Preferred Shares 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. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Company shall not enter into or be party to a Fundamental Transaction (as
      defined in the Warrants) unless (i)  the Successor Entity (as defined in
      the Warrants) assumes in writing all of the obligations of the Company under
      this Agreement and the other Transaction Documents pursuant to written
      agreements in form and substance satisfactory to the Required Holders (as
      defined below) and approved by the Required Holders prior to such Fundamental
      Transaction, including agreements to deliver to each holder of Put Options
      in
      exchange for such Put Options a put option agreement with the Successor Entity
      evidenced by a written instrument substantially similar in form and substance
      to
      this Agreement, including, without limitation, an adjusted per share put price
      equal to the value for the shares of Common Stock reflected by the terms of
      such
      Fundamental Transaction, and exercisable for a corresponding number of Put
      Options equivalent to the number of Put Options exercisable pursuant to this
      Agreement prior to such Fundamental Transaction, and satisfactory to the
      Required Holders and (ii) the Successor Entity (including its Parent Entity
      (as defined in the Warrants)) is a publicly traded corporation whose common
      stock is quoted on or listed for trading on an Eligible Market. Upon the
      occurrence of any Fundamental Transaction, the Successor Entity shall succeed
      to, and be substituted for (so that from and after the date of such Fundamental
      Transaction, the provisions of this Agreement referring to the "Company" shall
      refer instead to the Successor Entity), and may exercise every right and power
      of the Company and shall assume all of the obligations of the Company under
      this
      Agreement with the same effect as if such Successor Entity had been named as
      the
      Company herein. Upon consummation of the Fundamental Transaction, the Successor
      Entity shall deliver to the Buyer confirmation that there shall be issued upon
      exercise of this Put Option at
      any
      time after the consummation of the Fundamental Transaction, in lieu of the
      shares of the Common Stock (or
      other
      securities, cash, assets or other property) issuable
      upon the exercise of this Agreement prior
      to
      such Fundamental Transaction,
      such
      shares of the publicly traded Common Stock (or its equivalent) of the Successor
      Entity (including its Parent Entity) which the Holder would have been entitled
      to receive upon the happening of such Fundamental Transaction had this Agreement
      been exercised in full immediately prior to such Fundamental Transaction, as
      adjusted in accordance with the provisions of this Agreement.
      In
      addition to and not in substitution for any other rights hereunder, prior to
      the
      consummation of any Fundamental Transaction pursuant to which holders of shares
      of Common Stock are entitled to receive securities or other assets with respect
      to or in exchange for shares of Common Stock (a "Corporate
      Event"),
      the
      Company shall make appropriate provision to insure that the Buyer will
      thereafter have the right to receive upon an exercise of its Put Options
at
      any
      time after the consummation of the Fundamental Transaction but
      prior
      to the expiration of the Option Period,
      in lieu
      of the shares of the Common Shares (or
      other
      securities, cash, assets or other property) issuable
      upon the exercise of its Put Option prior to such Fundamental
      Transaction,
      such
      shares of stock, securities, cash, assets or any other property whatsoever
      (including warrants or other purchase or subscription rights) which the Buyer
      would have been entitled to receive upon the happening of such Fundamental
      Transaction had its Put Options been exercised immediately prior to such
      Fundamental Transaction. Provision
      made pursuant to the preceding sentence shall be in a form and substance
      reasonably satisfactory to the Required Holders. The provisions of this Section
      shall apply similarly and equally to successive Fundamental Transactions and
      Corporate Events and shall be applied without regard to any limitations on
      the
      exercise of this Warrant. Notwithstanding the foregoing, in the event of a
      Fundamental Transaction, at the request of the Buyer delivered before the 90th
      day after such Fundamental Transaction, the
      Company (or the Successor Entity) shall purchase such Buyer's Put Options from
      the Buyer by paying to the Buyer, within five Business Days after such request
      (or, if later, on the effective date of the Fundamental Transaction),
      cash in
      an amount equal to the Black Scholes Value (as defined in the Warrants) of
      the
      remaining unexercised portion of its Put Options on the date of such Fundamental
      Transaction. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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
      (the "Required
      Holders"),
      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.

     

     

    
      	Yours
              faithfully,	 	 	 
	MSGI
              SECURITY
              SOLUTIONS, INC.	 	 	 
	 	 	 	 
	 	 	 	 	 
	By:	/s/ Jeremy
              Barbera	 	 	 
	
              Name:

            	
              
Jeremy
              Barbera	 	 	
            
	
              Title:

            	Chairman
              and CEO	 	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	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	 	 	 


          

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

          
             

            
              
                	Acknowledged
                        and
                        agreed:	 	 	 
	 	 	 	 
	
                        
                          Enable
                            Growth Partners LP

                        

                      	 	 	 
	 	 	 	 
	 	 	 	 	 
	By:	/s/ Brendan
                        O’Neil	 	 	 
	
                        Name:

                      	
                        
Brendan
                        O’Neil	 	 	
                      
	
                        Title:

                      	President
                        and Chief Investment Officer	 	 	 


              

              
                
                   

                  
                    	 	 	 	 
	
                            
                              
                                Pierce
                                  Diversified Strategy Master Fund LLC,
                                  ena

                              

                            

                          	 	 	 
	 	 	 	 
	 	 	 	 	 
	By:	/s/ Brendan
                            O’Neil	 	 	 
	
                            Name:

                          	
                            
Brendan
                            O’Neil	 	 	
                          
	
                            Title:

                          	President
                            and Chief Investment Officer	 	 	 


                  

                   

                  
                    
                       

                    

                    
                       

                      
                        

                      

                    

                    
                       

                    

                  

                

              

            

          

        

      

    

    
       

      
        
          	Acknowledged
                  and
                  agreed:	 	 	 
	 	 	 	 
	
                  
                    
                      JGB
                        Capital L.P.

                    

                  

                	 	 	 
	 	 	 	 
	 	 	 	 	 
	By:	/s/ Brett
                  Cohen	 	 	 
	
                  Name:

                	
                  
Brett
                  Cohen	 	 	
                
	
                  Title:

                	President	 	 	 


        

        
          
             

            
              	 	 	 	 
	
                      
                        
                          
                            JGB
                              Capital Offshore
                              Ltd.

                          

                        

                      

                    	 	 	 
	 	 	 	 
	 	 	 	 	 
	By:	/s/ Brett
                      Cohen	 	 	 
	
                      Name:

                    	
                      
Brett
                      Cohen	 	 	
                    
	
                      Title:

                    	President