DEBT EXCHANGE/SUBSCRIPTION AGREEMENT

         DEBT EXCHANGE/SUBSCRIPTION AGREEMENT (this "Agreement") made as of the
date on the signature page hereof between MSGI Security Solutions, Inc., a
corporation organized under the laws of the State of Nevada (the "Company"), and
the natural person or entity whose signature is at the end of this Agreement
("Subscriber").

         WHEREAS, the Company is indebted to the Subscriber for goods and/or
services delivered and/or performed prior to the date hereof in an aggregate
amount set forth on the signature page hereof (the "Indebtedness");

         WHEREAS, the Subscriber understands that the Company has limited cash
resources with which to repay the Indebtedness;

         WHEREAS, the Subscriber has agreed to accept in satisfaction of the
Indebtedness shares of the Company's Series G Convertible Preferred Stock (the
"Preferred Stock"), which stock will automatically convert into common stock of
the Company par value $0.01 per share ("Common Stock") at a price per share
equal to the greater of $1.00 and the market price as of the date the
Stockholders of the Company approve an increase in the Company's authorized
shares of Common Stock and the conversion of the Preferred Stock;

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

         I. SUBSCRIPTION FOR SERIES G CONVERTIBLE PREFERRED STOCK AND
            REPRESENTATIONS BY AND COVENANTS OF PURCHASER

         1.1. SUBSCRIPTION FOR CONVERTIBLE PREFERRED. Subject to the terms and
conditions hereinafter set forth, Subscriber hereby subscribes for and agrees to
purchase from the Company and the Company agrees to sell to the Subscriber such
number of shares of the Preferred Stock as set forth on the signature page
hereof in exchange for cancellation of the Indebtedness. A copy of the
Certificate of Designations, Preferences, and Rights of the Preferred Stock is
attached hereto as Exhibit A. The Subscriber acknowledges that it has read it
carefully.

         1.2. SUBJECT TO STOCKHOLDER APPROVAL. Subscriber hereby agrees that the
Company shall not be required to issue, or reserve for issuance at any time
until the Stockholders of the Company have approved an amendment to its Articles
of Incorporation increasing its authorized shares of Common Stock and the
conversion of the Preferred Stock (the "MSGI Stockholder Approval"). The Company
agrees to solicit MSGI Stockholder Approval as soon as practicable and in no
event later than March 31, 2007.

         1.3. RELIANCE ON EXEMPTIONS. Subscriber acknowledges that the issuance
of the Preferred Stock has not been reviewed by the United States Securities and
Exchange Commission (the "SEC") or any state agency because of the Company's
representations that this is intended to be a nonpublic offering exempt from the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act") and state securities laws. Subscriber understands that the Company is
relying in part upon the truth and accuracy of, and Subscriber's compliance
with, the representations, warranties, agreements, acknowledgments and
understandings of Subscriber



<PAGE>

set forth herein in order to determine the availability of such
exemptions and the eligibility of Subscriber to acquire the Preferred Stock.

         1.4. INVESTMENT PURPOSE. Subscriber represents that the Preferred Stock
is being purchased for its own account, for investment purposes only and not for
distribution or resale to others in contravention of the registration
requirements of the 1933 Act. Subscriber agrees that it will not sell or
otherwise transfer the Preferred Stock or the Common Stock into which it may
convert (except to an affiliate which agrees to comply with all provisions of
this Agreement), unless they are registered under the 1933 Act or unless an
exemption from such registration is available.

         1.5. ACCREDITED INVESTOR. Subscriber represents and warrants that it is
an "accredited investor" as such term is defined in Rule 501 of Regulation D
promulgated under the 1933 Act and that it is able to bear the economic risk of
an investment in the Common Stock and the Warrant. A copy of which is attached
hereto as Exhibit B.

         1.6. RISK OF INVESTMENT. Subscriber recognizes that the purchase of the
Preferred Stock involves a high degree of risk in that: (i) an investment in the
Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the
Preferred Stock; (ii) transferability of the Preferred Stock and the Common
Stock into which it may convert are limited; and (iii) the Company may require
substantial additional funds to operate its business and there can be no
assurance that adequate funds will be available to the Company, in addition to
all of the other risks set forth in the SEC Documents (as defined in Section 1.7
hereof). Subscriber acknowledges the disclosure relating to the risks affecting
the Company set forth in this Agreement and the SEC Documents.

         1.7. INFORMATION. Subscriber acknowledges that the Company has made
available for its review: (a) the Company's Annual Report on Form 10-K for the
year ended June 30, 2006 (which Report was deficient in that it fails to contain
an opinion from the Company's independent public accounting firm), (b) the
Company's Quarterly Reports, on Form 10-Q for the fiscal quarters ended
September 30, 2005, December 31, 2005 and March 31, 2006 (c) the Company's Proxy
Statements, Definitive Information Statements, and Current Reports on Form 8-k,
as filed with the SEC between December 31, 2005 and the date of this
Subscription Agreement (collectively the "SEC Documents") all of which are
available on the SEC's website www.SEC.gov and hereby represents that: (i)
Subscriber has been furnished by the Company during the course of this
transaction with all information regarding the Company which it has requested;
and (ii) that Subscriber has been afforded the opportunity to ask questions of
and receive answers from duly authorized officers of the Company concerning the
Company and the terms and conditions of this Agreement, and any additional
information which it has requested, if any.

         1.8. NO REPRESENTATIONS. Subscriber hereby represents that, except as
expressly set forth in this Agreement, no representations or warranties have
been made to Subscriber by the Company or any agent, employee or affiliate of
the Company, and in entering into this transaction Subscriber is not relying on
any information other than that contained or referenced herein and the results
of independent investigation by Subscriber.


                                       2

<PAGE>

         1.9. TAX CONSEQUENCES. Subscriber acknowledges that the issuance may
involve tax consequences and that the contents of this Agreement do not contain
tax advice or information. Subscriber acknowledges that it must retain its own
professional advisors to evaluate the tax and other consequences of an
investment in the Preferred Stock and the Common Stock into which it may
convert.

         1.10. TRANSFER OR RESALE. Subscriber understands that Rule 144 (the
"Rule") promulgated under the 1933 Act requires, among other conditions, a
one-year holding period prior to the resale (in limited amounts) of securities
acquired in a non-public offering without having to satisfy the registration
requirements under the 1933 Act. Subscriber understands and hereby acknowledges
that the Company is under no obligation to register the securities comprising
the Preferred Stock or the Common Stock into which it may convert under the 1933
Act. Rule 144 also requires that the Company be current in its 1934 Act reports.
See the Disclosure Schedule attached hereto.

         1.11. LEGENDS. Subscriber understands that the certificates or other
instrument representing the Preferred Stock and the Common Stock issuable upon
conversion of the Preferred Stock (when, and if issued) until such time as they
have been registered under the 1933 Act or, if earlier, until paragraph (k) of
the Rule shall become applicable, shall bear a restrictive legend in
substantially the following form (and a stop-transfer order may be placed
against transfer of such certificates or other instruments):


               THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
               APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
               OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
               ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
               SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
               APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF
               COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS
               NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
               LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

         1.12. NO GENERAL SOLICITATION. Subscriber represents that Subscriber
was not induced to invest by any of the following: (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar media or broadcast over the news or radio; and (ii) any seminar or
meeting whose attendees were invited by any general solicitation or advertising.

         1.13. VALIDITY; ENFORCEMENT. If Subscriber is a corporation,
partnership, trust or other entity, Subscriber represents and warrants that: (a)
it is authorized and otherwise duly qualified to purchase and hold the Preferred
Stock and the Common Stock into which it may convert; and (b) that this
Subscription Agreement has been duly and validly authorized, executed and
delivered and constitutes the legal, binding and enforceable obligation of
Subscriber.

         1.14. ADDRESS. Subscriber hereby represents that the address furnished
by Subscriber at the end of this Subscription Agreement is Subscriber's
principal home or business address.


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<PAGE>

         1.15. NASD MEMBER. Subscriber acknowledges that if it not a Registered
Representative of a NASD member firm.

         1.16 REINCORPORATION IN DELAWARE. The Company shall have the right,
without any additional consent from the Subscriber, or its assignee, to take all
necessary actions to reincorporate the Company in the State of Delaware,
provided that none of such actions abrogates or diminishes any preference or
right of the Subscriber.

         II. REPRESENTATIONS BY THE COMPANY

         The Company represents and warrants to Subscriber, except as set forth
in the SEC Documents or the disclosure schedules, if any, attached hereto:

         2.1. SECURITIES LAW COMPLIANCE. The offer, offer for sale, and sale of
the Preferred Stock has not been registered under the 1933 Act. The Preferred
Stock are to be offered, offered for sale and sold in reliance upon the
exemptions from the registration requirements of Section 4 of the 1933 Act. The
Company will use its commercially reasonable efforts to conduct the issuance in
compliance with the requirements of Regulation D of the General Rules and
Regulations under the 1933 Act and applicable state "blue sky" laws, and the
Company will file all appropriate notices of offering with the SEC.

         2.2. ORGANIZATION AND QUALIFICATION. The Company is duly organized and
validly existing in good standing under the laws of the State of Nevada, and has
the requisite power and authorization to own its properties and to carry on its
business as now being conducted. The Company is duly qualified as a foreign
corporation to do business and is in good standing in the State of New York and
in every other jurisdiction in which its ownership of property or the nature of
the business conducted by it makes such qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect. As used in this Subscription Agreement, "Material
Adverse Effect" means any material adverse effect on the business, properties,
assets, operations, results of operations, financial condition or prospects of
the Company, or on the transactions contemplated hereby, or the agreements and
instruments to be entered into in connection herewith, or on the authority or
ability of the Company to perform its obligations under this Agreement.

         2.3. SEC DOCUMENTS; FINANCIAL STATEMENTS. The SEC Documents represent
all reports, schedules, forms, statements and other documents required to be
filed by it since December 31, 2005 with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange Act"). The
Company has made available to Subscriber or its representatives copies of the
SEC Documents, which are also available on the SEC's website www.SEC.gov. Except
as noted on the Disclosure Schedule as of their respective dates, the SEC
Documents complied in all material respects with the requirements of the
Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. As of their respective dates, the financial
statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with


                                       4

<PAGE>

respect thereto. Such financial statements have been prepared in
accordance with generally accepted accounting principles, consistently applied,
during the periods involved (except (a) as may be otherwise indicated in such
financial statements or the notes thereto, or (b) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments that would not be
material).

         2.4. ABSENCE OF CHANGES. Since June 30, 2006, other than as set forth
in the SEC Documents and the Disclosure Schedule to this Subscription Agreement,
the Company has not (i) incurred any debts, obligations or liabilities,
absolute, accrued, contingent or otherwise, whether due or to become due, except
current liabilities incurred in the usual and ordinary course of business and
consistent with past practices, having individually or in the aggregate a
Material Adverse Effect, (ii) made or suffered any changes in its contingent
obligations by way of guaranty, endorsement (other than the endorsement of
checks for deposit in the usual and ordinary course of business), indemnity,
warranty or otherwise, (iii) discharged or satisfied any liens or paid any
obligation or liability other than current liabilities shown on the balance
sheet dated as of June 30, 2006, and current liabilities incurred since the date
of the balance sheet dated as of June 30, 2006, in each case in the usual and
ordinary course of business and consistent with past practices, (iv) mortgaged,
pledged or subjected to lien any of its assets, tangible or intangible, (v)
sold, transferred or leased any of its assets except in the usual and ordinary
course of business and consistent with past practices, (vi) cancelled or
compromised any debt or claim, or waived or released any right, of material
value, (vii) suffered any physical damage, destruction or loss (whether or not
covered by insurance) adversely affecting the properties, business or prospects
of the Company, (viii) entered into any transaction other than in the usual and
ordinary course of business except for this Subscription Agreement and the other
Offering Documents and the related agreements referred to herein and therein,
(ix) declared or paid any dividends on or made any other distributions with
respect to, or purchased or redeemed, any of its outstanding equity securities,
(x) suffered or experienced any change in, or condition affecting, its condition
(financial or otherwise), properties, assets, liabilities, business operations,
results of operations or prospects other than changes, events or conditions in
the usual and ordinary course of its business and consistent with past
practices, having (either by itself or in conjunction with all such other
changes, events and conditions) a Material Adverse Effect or (xi) made any
change in the accounting principles, methods or practices followed by it or
depreciation or amortization policies or rates theretofore adopted.

         2.5. TITLE. The Company has good and marketable title to all properties
and assets owned by it, free and clear of all liens, charges, encumbrances or
restrictions, except such as are not significant or important in relation to the
Company's business; all of the material leases and subleases under which the
Company is the lessor or sublessor of properties or assets or under which the
Company holds properties or assets as lessee or sublessee are in full force and
effect, and the Company is not in default in any material respect with respect
to any of the terms or provisions of any of such leases or subleases, and no
material claim has been asserted by anyone adverse to rights of the Company as
lessor, sublessor, lessee or sublessee under any of the leases or subleases
mentioned above, or affecting or questioning the right of the Company to
continued possession of the leased or subleased premises or assets under any
such lease or sublease. The



                                       5

<PAGE>

Company owns or leases all such properties as are necessary to its
operations as described in the Offering Documents.

         2.6. PROPRIETARY RIGHTS. The Company owns, or is duly licensed to use
or possess, or possesses exclusive and enforceable rights to use all patents,
patent applications, trademarks, service marks, copyrights, trade secrets,
processes, formulations, technology or know-how used in the conduct of its
business (the "Proprietary Rights"). The Company has not received any notice of
any claims, nor does it have any knowledge of any threatened claims, and knows
of no facts which would form the basis of any claim, asserted by any person to
the effect that the sale or use of any product or process now used or offered by
the Company or proposed to be used or offered by the Company infringes on any
patents or infringes upon the use of any such Proprietary Rights of another
person and, to the best of the Company's knowledge, no others have infringed the
Company's Proprietary Rights.

         2.7. LITIGATION. Except as noted on the Disclosure Schedule there is no
material action, suit, investigation, customer complaint, claim or proceeding at
law or in equity by or before any arbitrator, court, governmental
instrumentality or agency, self-regulatory organization or body or public board
now pending or, to the knowledge of the Company, threatened against the Company
of any of the Company's officers or directors in their capacities as such (or
basis therefore known to the Company), the adverse outcome of which would have a
Material Adverse Effect. The Company is not subject to any judgment, order,
writ, injunction or decree of any Federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign that has a Material Adverse Effect.

         2.8. COMPLIANCE WITH LAWS; LICENSES, ETC. The Company has not received
notice of any violation of or noncompliance with any laws, ordinances,
regulations and orders applicable to its business that would have a Material
Adverse Effect and that has not been cured. The Company has all material
licenses and permits and other governmental certificates, authorizations and
permits and approvals (collectively, "Licenses") required by every government or
regulatory body for the operation of its business as currently conducted and the
use of its properties. The Licenses are in full force and effect and to the
Company's knowledge no violations currently exist in respect of any License and
no proceeding is pending or threatened to revoke or limit any thereof.

         2.9. AUTHORIZATION; ENFORCEMENT; VALIDITY. Subject to MSGI Stockholder
Approval the Company has the requisite corporate power and authority to enter
into and perform its obligations under this Agreement, to file and perform its
obligations under this Agreement, and to issue the Preferred Stock in accordance
with the terms this Agreement. The execution and delivery of this Agreement by
the Company and the consummation by the Company of the transactions contemplated
by this Agreement, including without limitation the issuance of the Preferred
Stock, have been duly authorized by the Company's board of directors. This
Subscription Agreement constitutes the legal, binding and enforceable obligation
of the Company.

         2.10. AUTHORIZATION OF SECURITIES. Subject to MSGI Stockholder
Approval, the issuance, sale and delivery of the Preferred Stock have been duly
authorized by all requisite corporate action of the Company. When so issued,
sold and delivered in accordance with this Agreement for the consideration set
forth therein, the Preferred Stock will be duly executed,



                                       6

<PAGE>

issued and delivered and will constitute valid and legal obligations of
the Company enforceable in accordance with their respective terms and, in each
case, will not be subject to preemptive or any other similar rights of the
stockholders of the Company or others which rights shall not have been waived
prior to the Closing.

         2.11. EXEMPTION FROM REGISTRATION. Assuming the accuracy of the
information provided by Subscriber in this Subscription Agreement, the offer and
sale of the Preferred Stock pursuant to the terms of this Subscription Agreement
are exempt from the registration requirements of the 1933 Act and the rules and
regulations promulgated thereunder.

         2.12. BROKERS. Neither the Company nor any of its officers, directors,
employees or stockholders has employed any broker or finder in connection with
the transactions contemplated by this Agreement.

         2.13. TITLE TO SECURITIES. When the Preferred Stock has been duly
delivered to Subscriber upon cancellation of the Indebtedness pursuant to the
terms of this Agreement, Subscriber shall receive from the Company good and
marketable title to such Preferred Stock free and clear of all liens,
encumbrances and claims whatsoever (with the exception of claims arising through
the acts or omissions of Subscriber and except as arising from applicable
federal and state securities laws), and the Company shall have paid all taxes,
if any, in respect of the original issuance thereof.

         2.14. NO GENERAL SOLICITATION. None of the Company, any of its
affiliates, and, to the Company's knowledge, any person acting on its behalf,
has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D under the 1933 Act) in connection with the offer or
sale of the Preferred Stock.

         III. TERMS OF PURCHASE

         3.1. CLOSING DATE. Provided that all conditions to closing have been
satisfied or waived, the closing (the "Closing") shall take place at the offices
of the Company, 575 Madison Avenue, New York, New York 10022, or such other
location as mutually agreed to by the Company and Subscriber.

         3.2. CERTIFICATES. Subscriber hereby authorizes and directs the Company
to deliver the Preferred Stock to be issued to Subscriber at the address
indicated in this Subscription Agreement.

         IV. MISCELLANEOUS

         4.1. NOTICE. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (a) upon receipt, when
delivered personally, (b) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party), or (c) one (1) business day after deposit
with an overnight courier service, in each case properly addressed to the party
to receive the same with respect to the Company. With respect to the Subscriber
the address and facsimile number, for such communication appears on the
signature page hereof. The addresses and facsimile numbers for such
communications shall be:


                                       7

<PAGE>

                           If to the Company:

                           MSGI Security Solutions, Inc.
                           575 Madison Avenue
                           New York, New York 10022
                           Telephone: (917) 339-7150
                           Facsimile: (917) 339-7166
                           Attention: Jeremy Barbera

                           With a copy to:

                           Greenberg Traurig, LLP
                           MetLife Building
                           200 Park Avenue
                           New York, New York  10166
                           Telephone:  (212) 801-9323
                           Facsimile:  (212) 801-6400
                           Attention:  Alan I. Annex, Esq.

         4.2. ENTIRE AGREEMENT; AMENDMENT. This Agreement supersedes all other
prior oral or written agreements between Subscriber, the Company, their
affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Subscription Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the
matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor Subscriber makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Subscription Agreement may be amended or waived other than by an instrument
in writing signed by the Company and Subscriber.

         4.3. SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Subscription
Agreement in that jurisdiction or the validity or enforceability of any
provision of this Subscription Agreement in any other jurisdiction.

         4.4. GOVERNING LAW; JURISDICTION; JURY TRIAL. All questions concerning
the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of Nevada, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Nevada or any other jurisdictions) that would cause the application of
the laws of any jurisdictions other than the State of Nevada. Each party hereby
irrevocably submits to the exclusive jurisdiction of the federal courts sitting
in the State of Nevada, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
sending a copy thereof to such party by overnight courier service at the address
for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein


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<PAGE>

shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Each party hereby irrevocably waives any right it may
have, and agrees not to request, a jury trial for the adjudication of any
dispute hereunder or in connection with or arising out of this Subscription
Agreement or any transaction contemplated hereby.

         4.5. HEADINGS. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

         4.6. SUCCESSORS AND ASSIGNS. 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 Common Stock. The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the holders of at least a majority the Securities then outstanding,
except by merger or consolidation. Subscriber may assign some or all of its
rights hereunder without the consent of the Company, provided, however, that any
such assignment shall not release Subscriber from its obligations hereunder
unless such obligations are assumed by such assignee and the Company has
consented to such assignment and assumption, which consent shall not be
unreasonably withheld.

         4.7. SURVIVAL. The representations and warranties of the Company and
Subscriber contained in Articles I and II shall survive the Closing for a period
of one year.

         4.8. FURTHER ASSURANCES. Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Subscription Agreement and the consummation of
the transactions contemplated hereby.

         4.9. NO STRICT CONSTRUCTION. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party,
notwithstanding anything herein to the contrary.

         4.10. CONFIDENTIALITY. Each party agrees that it shall keep
confidential and not divulge, furnish or make accessible to anyone, the
confidential information concerning or relating to the business or financial
affairs of the other party, if any, contained in the Offering Documents to which
it becomes privy until such information has been publicly disclosed by such
other party, until such information is no longer confidential, or unless it is
required to be disclosed under applicable law or regulation.

         4.11. COUNTERPARTS. 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.



                                       9


<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written below.


SUBSCRIBER:


By:
    -------------------------
    Name:
    Title:



------------------------------
Taxpayer Identification Number of Purchaser
Or Social Security Number
Address:



Amount of Indebtedness:                          Subscription Accepted by MSGI
                                                 Security Solutions, Inc.:

Number of Shares of Preferred                    By:
Stock subscribed for: _________________             ---------------------------
                                                    Name:
                                                    Title:

Dated:



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