Exhibit
4.1

    


    NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE CONVERTIBLE HAVE 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 (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

     

    
      
        	
                Principal
      Amount: Up to $_____________

              	
                Issue
      Date: March ___, 2010

              


      

    

     

    SECURED CONVERTIBLE
PROMISSORY NOTE

    


    FOR VALUE
RECEIVED, MSGI SECURITY
SOLUTIONS, INC., a Nevada corporation (hereinafter called “Borrower”), hereby promises to
pay to the order of ______________(the “Holder”), address
_____________without demand, the sum of up to  Dollars ($____________)
(“Principal Amount”),
with interest accruing thereon, on March ___, 2011 (the “Maturity Date”), if not sooner
paid or modified as permitted herein.

    


    This Note
has been entered into pursuant to the terms of a subscription agreement among
the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible
promissory notes (the “Other
Notes”), dated of even date herewith (the “Subscription Agreement”) for
up to an aggregate Principal Amount of up to __________.  Unless
otherwise separately defined herein, all capitalized terms used in this Note
shall have the same meaning as is set forth in the Subscription
Agreement.  The following terms shall apply to this Note:

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    1.1           Interest
Rate.   Cash interest payable on this Note shall compound
annually and accrue at the annual rate of ten percent (10%) from the Issue Date
through the Maturity Date.  Interest shall be payable quarterly in
arrears on the last day of each calendar quarter commencing June 30, 2010, and
on the Maturity Date, accelerated or otherwise, when the principal and remaining
accrued but unpaid interest shall be due and payable, or sooner as described
below.

    


    1.2           Maturity
Date.  The Holder shall have the right on three (3) business
days prior notice to Borrower to extend the Maturity Date one or more times
until one hundred and eighty (180) days after the Maturity Date as set forth in
the first paragraph of this Note.

    


    1.3           Payment
Grace Period.  The Borrower shall not
have any grace period to pay any monetary amounts due under this
Note.  After the Maturity Date and during the pendency of an Event of
Default, (as defined in Article IV) a default interest rate of fifteen percent
(15%) per annum shall be in effect.


    
      
         


      

      
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    1.4           Conversion
Privileges.  The Conversion Rights set forth in Article II shall
remain in full force and effect immediately from the date hereof and until the
Note is paid in full regardless of the occurrence of an Event of
Default.  This Note shall be payable in full on the Maturity Date,
unless previously converted into Common Stock in accordance with Article II
hereof.

    


    1.5           Pari
Passu.   All payments made on this Note and the Other
Notes and except as otherwise set forth herein all actions taken by the Borrower
with respect to this Note and the Other Notes, including but not limited to
optional redemption, shall be made and taken pari passu with respect to
this Note and the Other Notes.

    


    1.6           Miscellaneous.   Interest
on this Note shall be calculated on the basis of a 360-day year and the actual
number of days elapsed.  Principal and interest on this Note and other
payments in connection with this Note shall be payable at the Holder’s offices
as designated above in lawful money of the United States of America in
immediately available funds without set-off, deduction or
counterclaim.  Upon assignment of the interest of Holder in this Note,
Borrower shall instead make its payment pursuant to the assignee’s instructions
upon receipt of written notice thereof.

    


    ARTICLE
II

    


    CONVERSION
RIGHTS

    


    The
Holder shall have the right to convert the principal and any interest due under
this Note into Shares of the Borrower’s Common Stock, $0.01 par value per share
(“Common Stock”) as set
forth below.

    


    2.1.           Conversion into the
Borrower’s Common Stock.

    


     
(a)           The Holder
shall have the right from and after the date of the issuance of this Note and
then at any time until this Note is fully paid, to convert any outstanding and
unpaid principal portion of this Note, and accrued interest, at the election of
the Holder (the date of giving of such notice of conversion being a “Conversion Date”) into fully
paid and non-assessable shares of Common Stock as such stock exists on the date
of issuance of this Note, or any shares of capital stock of Borrower into which
such Common Stock shall hereafter be changed or reclassified, at the conversion
price as defined in Section 2.1(b)
hereof, determined as provided herein.  Upon delivery to the Borrower
of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit B, Borrower shall
issue and deliver to the Holder within five (5) business days after the
Conversion Date (such fifth day being the “Delivery Date”) that number of
shares of Common Stock for the portion of the Note converted in accordance with
the foregoing.  The Holder will not be required to surrender the Note
to the Borrower until the Note has been fully converted or
satisfied.  The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
principal of the Note and interest, if any, to be converted, by the Conversion
Price.

    


     
(b)           Subject to
adjustment as provided in Section 2.1(c)
hereof, the conversion price (“Conversion Price”) per share
shall be $0.10.

    


     
(c)           The Conversion
Price and number and kind of shares or other securities to be issued upon
conversion determined pursuant to Section 2.1(a), shall
be subject to adjustment from time to time upon the happening of certain events
while this conversion right remains outstanding, as follows:

    



    
      
         


      

      
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    A.          Merger, Sale of Assets,
etc.  If (A) the Borrower effects any merger
or  consolidation of the Borrower with or into another entity, (B) the
Borrower effects any sale of all or substantially all of its assets in one or a
series of related transactions,  (C) any tender offer or exchange
offer (whether by the Borrower or another entity) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, (D) the Borrower consummates a stock
purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one
or more persons or entities whereby such other persons or entities acquire more
than the 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by such other persons or entities making or party to, or
associated or affiliated with the other persons or entities making or party to,
such stock purchase agreement or other business combination), (E) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of
the 1934 Act) is or shall become the “beneficial owner” (as defined in Rule
13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate
Common Stock of the Borrower), or (F) the Borrower effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the
Common Stock is effectively converted into or exchanged for other securities,
cash or property (other than a reverse merger)  (in any such case, a
“Fundamental  Transaction”), this
Note, as to the unpaid principal portion thereof and accrued interest thereon,
if any, shall thereafter be deemed to evidence the right to convert into such
number and kind of shares or other securities and property as would have been
issuable or distributable on account of such Fundamental Transaction, upon or
with respect to the securities subject to the conversion right immediately prior
to such Fundamental Transaction.  The foregoing provision shall
similarly apply to successive Fundamental Transactions of a similar nature by
any such successor or purchaser.  Without limiting the generality of
the foregoing, the anti-dilution provisions of this Section shall apply to such
securities of such successor or purchaser after any such Fundamental
Transaction.

    


    B.           Reclassification,
etc.  If the Borrower at any time shall, by reclassification or
otherwise, change the Common Stock into the same or a different number of
securities of any class or classes that may be issued or outstanding, this Note,
as to the unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock immediately prior to such
reclassification or other change.

    


    C.           Stock Splits, Combinations
and Dividends.  If the shares of Common Stock are subdivided or
combined into a greater or smaller number of shares of Common Stock, or if a
dividend is paid on the Common Stock in shares of Common Stock, the Conversion
Price shall be proportionately reduced in case of subdivision of shares or stock
dividend or proportionately increased in the case of combination of shares, in
each such case by the ratio which the total number of shares of Common Stock
outstanding immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.

    


    D.           Share
Issuance.   So long as this Note is outstanding, if the
Borrower shall issue any Common Stock except for the Excepted Issuances (as
defined in Section 12(a) of the Subscription Agreement), prior to the complete
conversion or payment of this Note, for a consideration per share that is less
than the Conversion Price that would be in effect at the time of such issue,
then, and thereafter successively upon each such issuance, the Conversion Price
shall be reduced to such other lower issue price.  For purposes of
this adjustment, the issuance of any security or debt instrument of the Borrower
carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an
adjustment to the Conversion Price upon the issuance of the above-described
security, debt instrument, warrant, right, or option and again upon the issuance
of shares of Common Stock upon exercise of such conversion or purchase rights if
such issuance is at a price lower than the then applicable Conversion Price.
Common Stock issued or issuable by the Borrower for no consideration will be
deemed issuable or to have been issued for $0.001 per share of Common
Stock.  The reduction of the Conversion Price described in this
paragraph is in addition to the other rights of the Holder described in the
Subscription Agreement.


    
      
         


      

      
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     (d)           When
ever the Conversion Price is adjusted pursuant to Section 2.1(c) above,
the Borrower shall promptly but not later than the fifth (5th)
business day after the effectiveness of the adjustment, provide notice to the
Holder setting forth the Conversion Price after such adjustment and setting
forth a statement of the facts requiring such adjustment.  Failure to
provide the foregoing notice is an Event of Default under this
Note.

    


     (e)           During
the period the conversion right exists, Borrower will reserve from its
authorized and unissued Common Stock not less than an amount of Common Stock
equal to 150% of the amount of shares of Common Stock issuable upon the full
conversion of this Note.  Borrower represents that upon issuance, such
shares will be duly and validly issued, fully paid and
non-assessable.  Borrower agrees that its issuance of this Note shall
constitute full authority to its officers, agents, and transfer agents who are
charged with the duty of executing and issuing stock certificates to execute and
issue the necessary certificates for shares of Common Stock upon the conversion
of this Note.

    


    2.2           Method of
Conversion.  This Note may be converted by the Holder in whole
or in part as described in Section 2.1(a) hereof
and the Subscription Agreement.  Upon partial conversion of this Note,
a new Note containing the same date and provisions of this Note shall, at the
request of the Holder, be issued by the Borrower to the Holder for the principal
balance of this Note and interest which shall not have been converted or
paid.

    


    2.3.           Maximum
Conversion.  The Holder shall not be entitled to convert on a
Conversion Date that amount of the Note in connection with that number of shares
of Common Stock which would be in excess of the sum of (i) the number of shares
of Common Stock beneficially owned by the Holder and its affiliates on a
Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Borrower on such Conversion
Date.  For the purposes of the provision to the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder.  Subject to the foregoing, the Holder shall not be limited
to aggregate conversions of 4.99%.  The Holder shall have the
authority to determine whether the restriction contained in this Section 2.3 will
limit any conversion hereunder and the extent such limitation applies and to
which convertible or exercisable instrument or part thereof such limitation
applies.  The Holder may waive the conversion limitation described in
this Section
2.3, in whole or in part, upon and effective after 61 days prior written
notice to the Borrower to increase such percentage to up to 9.99%.

    


    ARTICLE
III

    


    ACCELERATION
AND REDEMPTION

    


    3.1.           Fundamental
Transaction.  Upon the occurrence of a Fundamental Transaction,
then in addition to the Holder’s rights described in Section 2.1(c)(A), until
twenty (20) business days after the Borrower notifies the Holder of the
occurrence of the Fundamental Transaction, the Holder may elect to accelerate
the Maturity Date as of the date of the Fundamental Transaction and receive
payment for the then outstanding Principal Amount, and any other amount owed to
the Holder pursuant to the Transaction Documents.


    
      
         


      

      
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    3.2.          Redemption.  This
Note may not be prepaid, converted, redeemed or called by the Borrower without
the consent of the Holder except as described in this Note.

    


    3.3           Required
Prepayment.  Within two business days after the occurrence of a
Financing Transaction, Borrower shall immediately tender to the Holder at
Holder’s written request, all sums of principal, interest, and other amounts
then remaining unpaid hereunder. For purposes herein, a “Financing Transaction” shall
be deemed to have occurred, except in connection with an Excepted Issuance, upon
the Maker receiving in cash, in one or a series of debt or equity transactions,
an amount of funds not less than $3,000,000 in gross proceeds.  The
Principal Amount payable in connection with a Financing Transaction shall be
increased by fifteen percent (15%).

    


    ARTICLE
IV

    


    EVENT
OF DEFAULT

    


    The
occurrence of any of the following events of default (“Event of Default”) shall, at
the option of the Holder hereof, make all sums of principal and interest then
remaining unpaid hereon and all other amounts payable hereunder immediately due
and payable, upon demand, without presentment or grace period, all of which
hereby are expressly waived, except as set forth below:

    


    4.1           Failure to Pay Principal or
Interest.  The Borrower fails to pay any installment of
principal, interest or other sum due under this Note when due.

    


    4.2           Breach of
Covenant.  The Borrower or any Subsidiary breaches any material
covenant or other term or condition of the Subscription Agreement, Transaction
Documents or this Note in any material respect and such breach, if subject to
cure, continues for a period of ten (10) business days after written notice to
the Borrower from the Holder.

    


    4.3           Breach of Representations
and Warranties.  Any material representation or warranty of the
Borrower made herein, in the Subscription Agreement, Transaction Documents, or
in any agreement, statement or certificate given in writing pursuant hereto or
in connection therewith shall be false or misleading in any material respect as
of the date made and the Closing Date.

    


    4.4           Liquidation.   Any
dissolution, liquidation or winding up of Borrower or a Subsidiary substantial
portion of their business.

     

    4.5           Cessation of
Operations.   Any cessation of operations by Borrower or a
Subsidiary.

     

    4.6           Maintenance of
Assets.   The failure by Borrower or any Subsidiary to
maintain any material intellectual property rights, personal, real property,
equipment, leases or other assets which are necessary to conduct its business
(whether now or in the future) and such breach is not cured with ten (10) days
after written notice to the Borrower from the Holder.

    


    4.7           Receiver or
Trustee.  The Borrower or any Subsidiary shall make an
assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for it or for a substantial part of its
property or business; or such a receiver or trustee shall otherwise be
appointed.

    


    4.8           Judgments.  Any
money judgment, writ or similar final process shall be entered or made in a
non-appealable adjudication against Borrower or any Subsidiary or any of its
property or other assets for more than $100,000, unless stayed vacated or
satisfied within ten days.


    
      
         


      

      
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    4.9           Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Borrower or any Subsidiary.

    


    4.10           Delisting.   A
delisting of the Common Stock from any Principal Market; failure to comply with
the requirements for continued listing on a Principal Market for a period of
fifteen (15) consecutive trading days; or notification from a Principal Market
that the Borrower is not in compliance with the conditions for such continued
listing on such Principal Market.

    


    4.11           Non-Payment.   A
default by the Borrower or any Subsidiary under any one or more obligations in
an aggregate monetary amount in excess of $100,000 for more than twenty (20)
days after the due date, unless the Borrower or such Subsidiary is contesting
the validity of such obligation in good faith and has segregated cash funds
equal to not less than one-half of the contested amount.

    


    4.12           Stop
Trade.  An SEC or judicial stop trade order or Principal Market
trading suspension that lasts for ten (10) or more consecutive trading
days.

    


    4.13           Failure to Deliver Common
Stock or Replacement Note.  Borrower’s failures to timely
deliver Common Stock to the Holder pursuant to and in the form required by this
Note, Sections 7 and 11 of the Subscription Agreement, and the Warrant or, if
required, a replacement Note following a partial conversion.

    


    4.14           Reservation
Default.   Failure by the Borrower to have reserved for
issuance upon conversion of the Note or upon exercise of the Warrants issued in
connection with the Subscription Agreement, the number of shares of Common Stock
as required in the Subscription Agreement, this Note and the
Warrants.

    


    4.15           Financial Statement
Restatement.  The restatement after the date hereof of any
financial statements filed by the Borrower with the Securities and Exchange
Commission for any date or period from two years prior to the Issue Date of this
Note and until this Note is no longer outstanding, if the result of such
restatement would, by comparison to the unrestated financial statements, have
constituted a Material Adverse Effect.

    


    4.16           Reverse
Splits.   The Borrower effectuates a reverse split of its
Common Stock without twenty (20) days prior written notice to the
Holder.

    


    4.17           Event Described in
Subscription Agreement.  The occurrence of an Event of Default
as described in the Subscription Agreement or any other Transaction Document
that, if susceptible to cure, is not cured during any designated cure period or
longer period described in this Article IV.

    


    4.18           Executive Officers Breach of
Duties.  Any of Borrower’s named executive officers or
directors is convicted of a violation of securities laws, or a settlement in
excess of $250,000 is reached by any such officer or director relating to a
violation of securities laws, breach of fiduciary duties or
self-dealing.

    


    4.19           Notification
Failure.   A failure by Borrower to notify Holder of any
material event of which Borrower is obligated to notify Holder pursuant to the
terms of this Note or any other Transaction Document.

    


    4.20           Cross
Default.  A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of an event of default under any such
other agreement to which Borrower and Holder are parties which is not cured
after any required notice and/or cure period.


    
      
         


      

      
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    4.21       Other Note
Default.   The occurrence of an Event of Default under any
Other Note.

    


    ARTICLE
V

    


    SECURITY
INTEREST

    


    5.           Security Interest/Waiver of
Automatic Stay.   This Note is secured by a security
interest granted to the Holder pursuant to a Security Agreement, as delivered by
Borrower to Holder.  The Borrower acknowledges and agrees that should
a proceeding under any bankruptcy or insolvency law be commenced by or against
the Borrower, or if any of the Collateral (as defined in the Security Agreement)
should become the subject of any bankruptcy or insolvency proceeding, then the
Holder should be entitled to, among other relief to which the Holder may be
entitled under the Transaction Documents and any other agreement to which the
Borrower and Holder are parties (collectively, “Loan Documents”) and/or
applicable law, an order from the court granting immediate relief from the
automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to
exercise all of its rights and remedies pursuant to the Loan Documents and/or
applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY
IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE BORROWER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION
OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION,
11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN
ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  The Borrower hereby
consents to any motion for relief from stay that may be filed by the Holder in
any bankruptcy or insolvency proceeding initiated by or against the Borrower
and, further, agrees not to file any opposition to any motion for relief from
stay filed by the Holder.  The Borrower represents, acknowledges and
agrees that this provision is a specific and material aspect of the Loan
Documents, and that the Holder would not agree to the terms of the Loan
Documents if this waiver were not a part of this Note. The Borrower further
represents, acknowledges and agrees that this waiver is knowingly, intelligently
and voluntarily made, that neither the Holder nor any person acting on behalf of
the Holder has made any representations to induce this waiver, that the Borrower
has been represented (or has had the opportunity to he represented) in the
signing of this Note and the Loan Documents and in the making of this waiver by
independent legal counsel selected by the Borrower and that the Borrower has
discussed this waiver with counsel.

    


    ARTICLE
VI

    


    MISCELLANEOUS

    


    6.1           Failure or Indulgence Not
Waiver.  No failure or delay on the part of the Holder hereof
in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.  All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.


    
      
         


      

      
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    6.2           Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the first business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be: (i) if to the Borrower to: MSGI
Security Solutions, Inc., 575 Madison Avenue, 10th Floor,
New York, NY 10022, Attn: Jeremy Barbera, Chairman & CEO, facsimile: (212)
605-0222 with a copy by fax to: Joshua M. Gold, Esq., (401) 633-6660, and (ii)
if to the Holder, to the name, address and facsimile number set forth on the
front page of this Note, with a copy by fax only to Grushko & Mittman, P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176, facsimile: (212)
697-3575.

     

    6.3           Amendment
Provision.  The term “Note” and all reference thereto, as used
throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or
supplemented.

     

    6.4           Assignability.  This
Note shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and
assigns.  The Borrower may not assign its obligations under this
Note.

     

    6.5           Cost of
Collection.  If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys’ fees.

     

    6.6           Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction.  Any action brought by either party against the
other concerning the transactions contemplated by this Agreement must be brought
only in the civil or state courts of New York or in the federal courts located
in the State and county of New York.  Both parties and the individual
signing this Agreement on behalf of the Borrower agree to submit to the
jurisdiction of such courts.  The prevailing party shall be entitled
to recover from the other party its reasonable attorney’s fees and
costs.  In the event that any provision of this Note is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or unenforceability of any other provision of this Note.
Nothing contained herein shall be deemed or operate to preclude the Holder from
bringing suit or taking other legal action against the Borrower in any other
jurisdiction to collect on the Borrower’s obligations to Holder, to realize on
any collateral or any other security for such obligations, or to enforce a
judgment or other decision in favor of the Holder.  This Note shall be deemed an
unconditional obligation of Borrower for the payment of money and, without
limitation to any other remedies of Holder, may be enforced against Borrower by
summary proceeding pursuant to New York Civil Procedure Law and Rules Section
3213 or any similar rule or statute in the jurisdiction where enforcement is
sought.  For purposes of such rule or statute, any other document or
agreement to which Holder and Borrower are parties or which Borrower delivered
to Holder, which may be convenient or necessary to determine Holder’s rights
hereunder or Borrower’s obligations to Holder are deemed a part of this Note,
whether or not such other document or agreement was delivered together herewith
or was executed apart from this Note.

     

    6.7           Maximum
Payments.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum rate permitted by applicable law.  In the event
that the rate of interest required to be paid or other charges hereunder exceed
the maximum rate permitted by applicable law, any payments in excess of such
maximum rate shall be credited against amounts owed by the Borrower to the
Holder and thus refunded to the Borrower.


    
      
         


      

      
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    6.8           Non-Business
Days.   Whenever any payment or any action to be made
shall be due on a Saturday, Sunday or a public holiday under the laws of the
State of New York, such payment may be due or action shall be required on the
next succeeding business day and, for such payment, such next succeeding day
shall be included in the calculation of the amount of accrued interest payable
on such date.

     

    6.9           Shareholder
Status.  The Holder shall not have rights as a shareholder of
the Borrower with respect to unconverted portions of this
Note.  However, the Holder will have the rights of a shareholder of
the Borrower with respect to the Shares of Common Stock to be received after
delivery by the Holder of a Conversion Notice to the Borrower.

    


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REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
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    IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by an authorized officer as of the
____ day of March, 2010.

    


    
      
        	
                MSGI
      SECURITY SOLUTIONS, INC.

              
	 
      
	
                By: 

              	
                  

              
	 
      	
                Name:
      Jeremy Barbera

              
	 
      	
                Title:
      Chairman & CEO

              


      

    

    


    WITNESS:

      

    ______________________________________


    
      
         


      

      
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    EXHIBIT A - NOTICE OF
CONVERSION

    


    (To be
executed by the Registered Holder in order to convert the Note)

    


    The
undersigned hereby elects to convert $_________ of the principal and $_________
of the interest due on the Note issued by MSGI SECURITY SOLUTIONS, INC. on March
___, 2010 into Shares of Common Stock of MSGI SECURITY SOLUTIONS, INC. (the
“Borrower”) according to the conditions set forth in such Note, as of the date
written below.

    


    
      	
              Date
      of Conversion:

            	
                

            


    

    


    
      	
              Conversion
      Price:

            	
                

            


    

    


    Number of Shares of Common Stock Beneficially Owned on
the Conversion Date: Less than 5% of the outstanding Common Stock of MSGI
SECURITY SOLUTIONS, INC.

    


    
      	
              Shares
      To Be Delivered:

            	
                

            


    

    


    
      	
              Signature:

            	
                

            


    

    


    
      	
              Print
      Name:

            	
                

            


    

    


    
      	
              Address:

            	
                

            
	 
      	 
      
	 
      	
                

            


    


    
      
         


      

      
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