EXHIBIT
      4.1

    


    
 

    SUB-CONTRACTING
      AGREEMENT

    


    


    BETWEEN

    


    


    Hyundai
      Syscomm Corp.

    


    AND

    


    MSGI
      Security Solutions, Inc.

    


    


    Dated
      as of: October 25, 2006

    


    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    THIS
      AGREEMENT
      is dated
      as of October 25, 2006. 

     

    Parties

     

    
      	
              (1)

            	
              Hyundai
                Syscomm Corp. a California corporation which has its headquarters
                at 228
                Hamilton Avenue, Palo Alto, CA 94301 (“Contractor”).

            


    

    


    
      	
              (2)

            	
              MSGI
                Security Solutions, Inc. a Nevada corporation which has its headquarters
                at 575 Madison Avenue, New York, NY 10022 (“MSGI”).
                

            


    

     

    Background

     

    
      	A.	
              Contractor
                and its Affiliates, amongst other things, design, manufacture, supply,
                market, sell, install and maintain wireless networks and components
                and
                security systems throughout the world (“Contractor’s
                Primary Business”).

            


    

    


    
      	B.	
              MSGI
                and its Affiliates, amongst other things, supply, market, sell, install
                and maintain wired and wireless encrypted video security and perimeter
                security systems (“MSGI’s
                Primary Business”).
                

            


    

    


    
      	
              C.

            	
              Contractor
                and its Affiliates, on the one hand, and MSGI and its Affiliates,
                on the
                other hand, believe that: 

            


    

    


    
      	 	
              (i)
                

            	
              MSGI
                and its Affiliates have the knowledge and capability to integrate
                their
                MSGI’s Primary Business with Contractor’s Primary Business by retrofitting
                wireless encrypted video security systems into established wireless
                networks and by integrating such systems into pending and future
                wireless
                infrastructure projects around the world that Contractor and its
                Affiliates procure; 

            


    

    


    
      	 	
              (ii)

            	 	
              the
                integration of MSGI’s Primary Business into Contractor’s present and
                future projects in Contractor’s Primary Business will enhance Contractor’s
                ability to maximize its profits and make its offerings to present
                and
                potential clients more attractive; and


            


    

    


    
      	
            	(iii)	
              MSGI’s
                relationship with Contractor and its Affiliates will enable MSGI
                to
                greatly expand its worldwide exposure, revenues and enterprise
                value.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              D.

            	
              Contractor
                represents that it will have the right to hire MSGI on each project
                on
                which it requests MSGI’s
                involvement.

            


    

    


    
      	
              E.

            	
              MSGI
                represents that it will have the right to work for Contractor on
                each
                project on which it agrees to participate with
                Contractor.

            


    

     

    NOW
      THEREFORE,
      in
      consideration of the promises and the mutual covenants set forth herein, the
      Parties agree as follows:

    


    1. DEFINITIONS

    


    Capitalized
      terms used in the Agreement, unless defined in the text of the Agreement, shall
      have the meanings specified in this Section 1.

     

    
      	
            	1.1.	
              Affiliate
                means any company, which is under common control with, controls,
                or is
                controlled by, either one of the Parties to the
                Agreement.

            


    

    
      	
            	1.2.	
              Agreement
                means this document, Annexes and all amendments and changes signed
                by the
                Parties.

            


    

    
      	
            	1.2.	
              Attachment means
                a document agreed between the Parties and attached to this Agreement
                forming an integral part hereto.

            


    

    
      	
            	1.4.	
              Common
                Shares means
                the Nine Hundred Thousand (900,000) shares of Common Stock issuable
                to
                Contractor pursuant to the Subscription
                Agreement.

            


    

    
      	
            	1.5.	
              Common
                Stock
                means the common stock, par value $.01 per share, of
                MSGI.

            


    

    
      	
            	1.6.	
              License
                Agreement
                means the License Agreement dated September 11, 2006 between MSGI,
                as
                licensor, and Contractor, as
                Licensee.

            


    

    
      	
            	1.7.	
              Registration
                means
                the registration under the Securities Act of 1933 of the resale of
                all
                Common Shares.

            


    

    
      	
            	1.8.	
              Registration
                Rights Agreement means
                the Registration Rights Agreement dated the date hereof between Contractor
                and MSGI.

            


    

    
      	
            	1.9.	
              Section
                2.2 Update means
                a quarterly update provided by Contractor pursuant to Section
                2.2.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	1.10.	
              Subscription
                Agreement means
                the Subscription Agreement dated the date hereof between MSGI and
                Contractor. 

            


    

    
      	
            	1.11.	
              Term
                means the term of this Agreement as determined pursuant to Section
                4.

            


    

    


    2. RESPONSIBILITIES
      OF CONTRACTOR

    


    Contractor’s
      responsibilities during the Term shall include the following:

     

    
      	
            	2.1.	
              Contractor
                will provide MSGI with sub-contract payments during the Term against
                deliverables to be mutually agreed between the Parties as quickly
                as
                possible after the execution and delivery of this Agreement. All
                sub-contract payments to MSGI by Contractor shall be subject to
                Contractor’s prior receipt of contract revenues from the contract
                counterparty with respect to the work performed or products supplied
                by
                MSGI. MSGI acknowledges that contract payments to Contractor with
                respect
                to work required to have been performed or products required to have
                been
                supplied by MSGI (“MSGI
                Deliverables”)
                may be reduced or delayed by a Contractor counterparty due to the
                quality
                or timeliness of the MSGI Deliverables. MSGI agrees to take all
                commercially reasonable actions to correct the reason for such reduction
                or delay, and Contractor agrees to take all commercially reasonable
                actions to encourage Contractor counterparties to accept and pay
                for all
                corrected MSGI Deliverables. 

            


    

     

    
      	
            	2.2	
              On
                or prior to the last day of each calendar quarter during the Term,
                Contractor shall deliver to MSGI a Section 2.2 Update that sets forth
                a
                minimum in contract revenues based on US GAAP during the subsequent
                12-month period. By way of illustration of the foregoing, on or prior
                to
                December 31, 2006, Contractor shall provide MSGI with a Section 2.2
                Update
                that sets forth the minimum Dollar amount of sub-contract US GAAP
                revenues
                to be provided to MSGI during the 12-month period ending December
                31,
                2007, and on or prior to March 31, 2007, Contractor shall deliver
                to MSGI
                a Section 2.2 Update that sets forth the minimum Dollar of sub-contract
                US
                GAAP revenues to be provided to MSGI during the 12-month period ending
                March 31, 2008. 

            


    

     

    
      	
            	2.3.	
              Contractor
                will provide MSGI with the opportunity to participate with Contractor
                in
                contracts Contractor and its Affiliates now have or hereafter seek
                to
                obtain during the Term (“Contracts”),
                where MSGI’s participation would enhance the value of the Contract to
                Contractor by adding a wired and wireless encrypted video security
                component, and perimeter security to the scope of work of such Contract.
                

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. RESPONSIBILITIES
      OF MSGI

    


    MSGI’s
      responsibilities during the Term shall include the following:

     

    
      	
            	3.1.	
              MSGI
                shall continue sub-contracting work for Contractor as long as Contractor
                procures the approvals deemed necessary by Contractor for MSGI’s
                participation under all relevant contracts.


            


    

     

    
      	
            	3.2.	
              MSGI
                shall provide Contractor and its Affiliates on a timely basis with
                all
                assistance needed to integrate MSGI’s wired and wireless encrypted video
                security components and perimeter security into Contractor’s plan of work
                for each contract under which MSGI is a sub-contractor.
                

            


    

     

    
      	
            	3.3.	
              MSGI
                will design a technical solution to address the video surveillance
                and
                perimeter security needs of Contractor and its Affiliates. The Parties
                will mutually agree in advance upon the acceptance criteria for the
                solution. Upon acceptance, MSGI will proceed with the implementation
                of
                the solution. This will include the assembly of the necessary hardware
                and
                software components and features, the delivery of same to Contractor
                for
                deployment at the site of Contractor’s projects, and appropriate
                guarantees of performance by MSGI to assure Contractor that MSGI
                will
                perform its responsibilities according to contract specifications
                and on a
                timely basis. 

            


    

     

    
      	
            	3.4	
              MSGI
                shall maintain the confidentiality of the counterparty to each Contract
                but may make known that Contractor is the counterparty to this Agreement.
                

            


    

    


    

      4. TERM
        OF AGREEMENT

       

    

    This
      Agreement shall be valid for a period of three (3) years from its date (the
      “Period”).
      The
      Period shall be renewed for additional one-year periods unless the Agreement
      is
      terminated by either Party pursuant to Section 25. Even if the Period isn’t
      renewed, the responsibilities of the Parties, which started during the Period
      and which stays to a duration after the end of the Period, shall continue in
      accordance with the Agreement. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5. CONSULTATION

    


    
      	
            	3.12.	
              The
                Parties shall have periodic review meetings, where their authorized
                representatives shall consult with each other with respect to existing
                and
                prospective projects on which MSGI is sub-contracting or may be expected
                to sub-contract to Contractor. 

            


    

    


    
      	
            	3.12.	
              The
                Parties shall exchange information on design changes or improvements
                to
                their respective products and services, new products, market, demographic
                and similar matters as mutually
                agreed.

            


    

    


    6.
      THE
      COMMON SHARES

     

    
      
        
          	
                	6.1.	
                  MSGI
                    represents and warrants that its Board of Directors has ratified
                    the
                    execution and delivery of this Agreement, the License Agreement,
                    the
                    Subscription Agreement, the Registration Rights Agreement, the
                    Common
                    Shares, and the transactions contemplated hereby and
                    thereby.

                


        

      

    

     

    
      
        
          	
                	6.2.	
                  Pursuant
                    to the Subscription Agreement, MSGI has caused its transfer agent
                    to issue
                    and deliver a stock certificate evidencing Eight Hundred Sixty
                    Five
                    Thousand (865,000) shares of Common Stock registered in the name
                    of
                    Contractor’s nominee, Anyuser,
                    Inc.

                


        

      

    

    


    
      
        
          	
                	6.3.	
                  MSGI
                    will cause its transfer agent to deliver a stock certificate
                    evidencing
                    Thirty Five Thousand (35,000) shares of Common Stock registered
                    in the
                    name of Contractor’s nominee, Anyuser, Inc., as soon as permitted by
                    Nasdaq Rule 4350(i). 

                


        

      

    

     

    7. REGISTRATION

    


    The
      Registration Rights Agreement provides Contractor with certain contractual
      rights with respect to Registration of the resale by Contractor of the Common
      Shares. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8. CONFIDENTIAL
      INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

    


    MSGI
      agrees to execute and deliver to Contractor a Confidential Information and
      Invention Assignment Agreement in the form of Annex
      A
      attached
      hereto.

    


    9. PRODUCT
      WARRANTY

     

    
      	
            	9.1.	
              MSGI
                warrants to Contractor that, as of the date title to products supplied
                by
                MSGI passes to Contractor or the contract counterparty, MSGI will
                have the
                right to sell, transfer, and assign such products and the title conveyed
                by MSGI shall be good.

            


    

     

    
      	
            	9.2.	
              MSGI
                guarantees to Contractor that the MSGI products and product components
                supplies to Contractor for each project on which MSGI sub-contracts
                shall
                be provided without any material and craftsmanship defects and that
                the
                products or product components shall be in compliance with all MSGI
                Technical Specifications. In case a defect or lack of conformity
                is
                detected during the guarantee period in a product or product component
                supplied by MSGI during the normal and correct usage, Contractor
                shall
                inform MSGI about the incident promptly and shall follow the instructions
                of MSGI concerning the return of the defective of non-conforming
                product
                or product component. MSGI shall decide to repair or change the product
                or
                product component returned to MSGI, without requesting any material
                or
                craftsmanship expenses. In case technical operational defects due
                to
                manufacturing defects are detected, the changed product or product
                components shall be changed by MSGI with new products or product
                components. The guarantee periods for the products and product components
                provided by MSGI shall be the twelve (12) months following the assembly
                of
                the products and product components by Contractor. Expenses caused
                by the
                defects of the products shall be met by MSGI.  

            


    

     

    
      	
            	9.3.	
              Warranty
                replacement product components are warranted to be in good working
                order
                for the unexpired warranty period. The costs of transportation, risk
                of
                loss and customs duties related to the shipment of product and/or
                product
                components for repair or replacement from Contractor to MSGI shall
                be for
                the account of Contractor. The costs of transportation, risk of loss
                and
                customs duties related to the shipment of repaired or replacement
                products
                and/or product parts from MSGI to Contractor are for the account
                of
                MSGI

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	9.4.	
              The
                foregoing warranty does not extend to products or product components
                that
                have (a) been subjected to misuse, neglect, power failures or surges,
                lightning, fire, flood, pest damage or accident, (b) been repaired
                or
                altered contrary to MSGI’s instructions, (c) been improperly handled,
                installed, stored, or maintained, (d) been used contrary to MSGI
                instructions.

            


    

    


    10. SOFTWARE
      WARRANTY

     

    
      	
            	10.1.	
              MSGI
                guarantees Contractor that, all software supplied by MSGI to Contractor
                is
                debugged from errors which may affect the performance of the software
                set
                in accordance with its technical specifications. During the guarantee
                period, in case an error, which may affect the performance, defined
                in the
                technical specifications, is detected in the software mentioned in
                Section
                10.1, after the instructions of MSGI are followed and the defected
                software is returned to MSGI, MSGI shall fix or change the aforementioned
                software without any charges. MSGI shall do its best to fix or change
                the
                software. 

            


    

     

    
      	
            	10.2.	
              The
                warranty period for software provided by MSGI will be 12 months from
                the
                date of installation of the software by
                Contractor.

            


    

     

    
      	
            	10.3.	
              When
                it discovers a defect subject to this warranty, Contractor shall
                contact
                MSGI and based on the nature of the request, Contractor will be advised
                as
                to the estimated time for trouble clearance or provided with the
                information requested. MSGI will be responsible for resolution of
                all
                troubles reported.

            


    

     

    MSGI
      makes no warranty as to the following: defects other than those which result
      in
      performance not in conformance with MSGI’s specifications and which have a
      significant impact on the user of a product; defects related to Contractor’s or
      its End Users’ misuse, neglect, accident or abuse; defects related to
      Contractor’s or its End Users’ alteration of software.  

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11. WARRANTY
      DISCLAIMER

    


    THE
      WARRANTIES FOR PRODUCTS AND SOFTWARE SET FORTH IN SECTIONS 9 AND 10 ARE
      EXCLUSIVE AND ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING
      BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE. CONTRACTOR’S SOLE AND EXCLUSIVE REMEDY SHALL BE MSGI’S OBLIGATION TO
      CORRECT OR REPLACE, AS SET FORTH IN SECTIONS 9 AND 10.

    


    12. REPAIRS
      NOT COVERED UNDER WARRANTY

    


    
      	
            	12.1.	
              In
                addition to repairs provided for in the warranty sections, MSGI will,
                during the Term and for a period of 5 years thereafter, provide repair
                services for such reasonable charges as may from time to time be
                specified
                by MSGI. Products to be repaired under this Section must be returned
                by
                Contractor to a location designated by MSGI. The repaired product
                or
                product component will be shipped to Contractor.
                

            


    

     

    
      	
            	12.2.	
              It
                is understood that, to facilitate the process of product or product
                components returned to MSGI for non-warranty repair, new factory
                reconditioned, refurbished, remanufactured, or functionally equivalent
                replacement product component may be shipped. Replacement and repaired
                product or product components shall be warranted for a period of
                three (3)
                months from the date of
                installation.

            


    

     

    
      	
            	12.3.	
              All
                transportation costs, custom duties, risk of loss and damage to product
                or
                product components returned for repair under this section will be
                borne by
                Contractor, and all transportation costs, custom duties, and in-transit
                risk of loss and damage to such repaired or replacement product or
                product
                components returned to Contractor will be borne by
                MSGI.

            


    

    


    13. TRAINING

    


    MSGI
      shall provide training for the assembly, maintenance and usage of the test
      equipment, and shall charge its most favored prices to Contractor, in case
      another agreement concerning the topic isn’t agreed upon by the Parties. The
      Parties shall jointly decide on the location of these aforementioned trainings.
      In case another agreement isn’t agreed upon by the Parties, the provided
      trainings and all the printed literature shall be English. The initial product
      trainings shall be provided by MSGI as part of the initial system offering.
      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14. PRICES

     

    MSGI
      shall provide such bid information as Contractor reasonably requires in order
      for Contractor to bid on contracts in which MSGI acts as a sub-contractor.
      

    


    15.
      INVOICING AND PAYMENTS

    


    
      	
            	15.1.	
              Unless
                otherwise agreed, the provisions in this Section shall apply to invoicing
                and payments.

            


    

     

    
      	
            	15.2.	
              Contractor
                shall effect all payments due to MSGI net in US Dollars (USD) to
                the MSGI
                bank account indicated in the applicable invoice. All price information
                on
                invoices and related documents shall be in US Dollars.
                

            


    

     

    
      	
            	15.3.	
              The
                whole of the order price (100%) shall be paid by Contractor, without
                any
                interest, within ten (10) days of Contractor’s receipt of contract
                payments which include items supplied by
                MSGI.

            


    

     

    
      	
            	15.4.	
              Letter
                of Credit - To be determined and mutually
                agreed.

            


    

    


    16. DELIVERY
      AND TITLE

     

    
      	
            	16.1.	
              All
                deliveries by MSGI to Contractor shall be made to Contractor FOB
                New York
                in accordance with the Incoterms
                2000.

            


    

     

    
      	
            	16.2.	
              Title
                and risk of loss to the products (except as provided in Section 19
                with
                regard to Firmware) shall pass to Contractor on delivery, without
                thereby
                in any way waiving MSGI’s right to any payment not yet received at that
                time. 

            


    

    


    17. IMPORTATION
      EXPENSES AND TAXES

    


    Contractor
      shall be responsible for payment for all taxes, customs duties and other
      governmental charges, however designated, associated with importation of the
      products into the country where the contract is to be performed. Contractor
      shall reimburse MSGI for any such taxes, duties and charges that MSGI advances
      or pays.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    18. NOTICES

    


    All
      notices, which shall or should be made in compliance with this hereby Agreement,
      shall be made in written form and to the addresses set forth herein, or to
      the
      addresses notified to the other Party in written form afterwards; and when
      these
      notices are received then they shall be accepted as made. Notices made with
      faxes or e-mails shall only be accepted, in case the sending may be proved:
      

    


    19. FIRMWARE

     

    No
      title
      or other ownership rights in Firmware or any copy thereof shall pass to
      Contractor under this Agreement. Contractor agrees that it shall not alter
      any
      notices on, prepare derivative works based on, or reproduce, disassemble or
      decompile any Software embodied in Firmware recorded in the
      products.

    


    20. USE
      OF INFORMATION

     

    
      	
            	20.1.	
              All
                information, which is marked with a restrictive notice or otherwise
                tangibly designated as proprietary, or in the case of oral information,
                is
                disclosed on a confidential basis, and which is furnished by one
                Party to
                the other Party (“Information”),
                shall remain the property of the disclosing Party and shall be returned
                to
                the disclosing Party upon request. 

            


    

     

    
      	
            	20.2.	
              Unless
                the disclosing Party agrees otherwise in writing, such Information:
                (i)
                shall be treated in confidence by the receiving Party and used only
                for
                purposes of its performance under this Agreement; (ii) shall not
                be
                reproduced or copied in whole or in part, except as necessary for
                use as
                authorized in this Agreement; and (iii) shall, together with any
                copies
                thereof, be returned or destroyed or may, if in the form of software
                or
                firmware recorded on an erasable storage medium, be erased when no
                longer
                needed or when this Agreement terminates, whichever occurs
                first.

            


    

     

    
      	
            	20.3.	
              The
                above conditions in Section 20.2 do not apply to any part of the
                Information which: (i) is known to receiving Party free of any obligation
                to keep it in confidence; (ii) is contained in a document generally
                available to the public through acts not attributable to the receiving
                Party; (iii) is generally known in the industry, other than as a
                result of
                improper action by the receiving Party; (iv) is wholly and independently
                developed by the receiving Party as evidenced by contemporaneous
                documentation; or (v) is proprietary to the disclosing Party but
                not
                confidential; (vi) must be disclosed pursuant to the Securities Exchange
                Act of 1934; or (vii) must be disclosed on a “need to know” to directors,
                officers, employees or agents to permit a Party to discharge its
                duties
                under this Agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    21. INTENTIONALLY
      OMITTED

    


    22. TRADEMARKS
      AND MARKINGS

    


    MSGI
      hereby consents and grants Contractor permission to utilize certain MSGI
      designated trademarks, insignia and symbols (“Marks”)
      in
      Contractor’S advertising and promotion of the contracts on which MSGI is a
      sub-contractor.

    


    23. MUTUAL
      LIMITATION OF LIABILITY

     

    
      	
            	23.1.	
              No
                action or proceeding against a Party or its Affiliates under this
                Agreement may be commenced more than twelve (12) months after the
                cause of
                action accrues.

            


    

     

    
      	
            	23.2.	
              This
                Article shall apply and remain operative notwithstanding the failure
                of an
                exclusive remedy.

            


    

    


    24. INDEMNITY

     

    
      	
            	24.1.	
              General
                Litigation:
                -
                Either Party (for the purpose of this paragraph, an “Indemnifying
                Party”)
                will defend and indemnify the other Party (an “Indemnified
                Party”)
                for any settlement or final judgment that arises out of a claim or
                suit by
                third parties to the extent that such claim or suit is based on an
                action
                for negligent acts or omissions of the Indemnifying Party. An Indemnifying
                Party’s obligation to indemnify will be reduced to the extent that the
                settlement or judgment is attributable to the actions of the Indemnified
                Party. The Indemnified Party will give the Indemnifying Party prompt
                notification of any claim or suit and will co-operate in the defence
                or
                settlement thereof. The Indemnifying Party will be responsible for
                all
                attorney’s fees and costs incurred in defending or settling any claim or
                suit. In no event will the liability of an Indemnifying Party under
                this
                Article exceed $250,000 (U.S.) (inclusive of legal
                fees).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	24.2.	
              Patent,
                Trademark and Copyright Litigation:
                -
                MSGI shall, subject to the conditions and exceptions stated in this
                paragraph, defend or settle all suits against Contractor or any of
                Contractor’s contractual counter parties alleging that any product or
                product component including Firmware provided by MSGI (for the purpose
                of
                this paragraph the term “Product”
                shall be read to mean product and product component, including Firmware)
                furnished hereunder infringes any U.S. patent, U.S. trademark or
                U.S.
                copyright, by reason of its use, in accordance with MSGI’s specifications,
                and shall pay all damages and costs which by final judgement of a
                court of
                competent jurisdiction may be assessed against or on account of such
                infringement; provided that MSGI (i) shall have had prompt written
                notice
                from Contractor of the claim of such infringement and full opportunity
                and
                authority to assume the sole defence of and to settle such claims
                or
                suits, and (ii) shall have been furnished, upon MSGI’s request, by
                Contractor with all information and assistance available to Contractor
                for
                such defence or settlement. If the use of the product shall be or
                is
                likely to be enjoined, MSGI at its sole discretion will either (a)
                procure
                for Contractor a license or other right to continue use and sale
                of the
                product; or (b) replace the enjoined product with a suitable substitute
                free of any infringement; or (c) modify them so they become
                non-infringing. Contractor agrees to indemnify and save harmless
                MSGI and
                its suppliers and Affiliates from all costs, expenses, liabilities
                and
                claims for (a) infringement of any intellectual property rights arising
                from adherence to instructions, specifications or drawings which
                MSGI is
                directed by Contractor to follow; or (b) infringement of any intellectual
                property rights related to Contractor’s use of the product in combination
                with any item or items not furnished by
                MSGI.

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    25. TERMINATION
      AGREEMENT

     

    This
      Agreement may be terminated by either Party, in its sole discretion, upon sixty
      (60) days’ prior written notice if the other Party has materially breached this
      Agreement and such breach (provided it is capable of remedy) remains uncured
      for
      a period of thirty (30) days following receipt of notice of such failure,
      default or breach; or if any material written representation made by the other
      Party shall not be true and correct as of the relevant publication date.


    


    26. FORCE
      MAJEURE

     

    Neither
      Party shall be held responsible for any delay or failure in performance of
      any
      part of the Agreement to the extent such delay or failure is caused by: fire;
      flood; explosion; war or the engagement of hostilities; strike; embargo; labor
      dispute; government requirement; acts or failure to act of civil or military
      authority; acts of God or the public enemy; inability to secure materials or
      transportation facilities; acts or omissions of carriers or suppliers; or any
      other causes beyond its control, whether or not similar to the foregoing
      (hereafter, a “Force
      Majeure Condition”).

    


    27. CHOICE
      OF LAW AND SETTLEMENT OF DISPUTES

     

    
      
        
          	
                	27.1.	
                  This
                    Agreement shall be administered and interpreted in accordance
                    with the
                    Swiss Federal Laws. 

                


        

      

    

     

    
      
        
          	
                	27.2.	
                  All
                    conflicts arising about or in connection with this hereby Agreement
                    shall
                    be settled by 3 arbiters in accordance with the rules and regulations
                    of
                    the International Chamber of Commerce. The arbitration shall
                    be conducted
                    at Geneva and the arbitration language shall be English.
                    

                


        

      

    

    


    28. ASSIGNMENT

    


    This
      Agreement shall not be assigned by either Party in whole or in part, without
      the
      prior written consent of the other Party, (such consent not to be unreasonably
      withheld). Any such “assignment” shall include, without limitation, a merger,
      sale, or transfer of control, by operation of law or otherwise.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      
        29.
          SUBCONTRACTING


      

    

    Each
      Party may subcontract any or all of the work to be performed by them under
      the
      terms and conditions of the Agreement, but MSGI and Contractor shall retain
      the
      responsibility for the work subcontracted. 

    


    30. EXPORT
      CONTROL REGULATIONS

     

    
      	
            	30.1.	
              MSGI
                and its Affiliates shall: (i) procure the necessary exportation licenses
                from the United States Chamber of Commerce or from the country of
                origin;
                and (ii) shall export the products and product components. MSGI and
                its
                Affiliates are responsible for providing the European Compliance
                Certificates (CE) due to the European Exportation rules.
                

            


    

     

    
      	
            	30.2.	
              Contractor
                shall be responsible for importing the products and product components
                into each country where a contract is to be performed and where MSGI
                is a
                sub-contractor. 

            


    

     

    
      	
            	30.3.	
              Contractor
                agrees to provide to MSGI, upon its request, all necessary assistance
                to
                facilitate the procurement of such required export licenses.
                

            


    

     

    
      	
            	30.4.	
              In
                case Contractor has signed an agreement with its customer, and has
                placed
                an order to MSGI, then MSGI is responsible for providing the mentioned
                products on time, and in case a delay occurs or MSGI isn’t able to obtain
                the necessary exportation licenses, then MSGI shall be held responsible
                and Contractor shall have the right to demand a
                compensation.

            


    

     

    
      	
            	30.5.	
              Contractor
                acknowledges that the commodities transmitted or sold under the Agreement
                may in fact be subject to export and re-export restrictions under
                the
                United States Department of Commerce Export Control Regulations (the
                “Regulations”)
                and may require the specific written permission of the United States
                Department of Commerce to export or re-export the commodities outside
                the
                country of destination of such commodities listed in MSGI’s bill of lading
                (the “Destination
                Country”).
                Contractor further acknowledges that any product manufactured by
                Contractor or its agents incorporating any item(s) furnished hereunder
                may
                also require the specific written permission of the United States
                Department of Commerce for export for the Destination Country, as
                described in Part 776.12 of the
                Regulations.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	30.6.	
              Contractor
                hereby assures MSGI that it does not intend to and will not knowingly,
                without the prior written consent, if required, of the Office of
                Export
                Administration of the United States Department of Commerce, Washington,
                D.C. 20230, transmit directly or indirectly, sell, transfer, or,
                convey
                (i) any of the technical information (including technology and information
                included in the product components) or software furnished by MSGI;
                or (ii)
                any immediate product (including materials, processed and services)
                produced directly by the use of any such technical information to
                (1)
                Afghanistan, the People’s Republic of China, Iraq or any Group Q, S, W, Y
                or Z country as specified in Supplement No. 1 to Part 770 of the
                Regulations; or (2) any citizen or resident of the aforementioned
                countries; or (3) any individual, person or entity appearing on the
                Table
                of Denial orders as published in Supplements Nos. 1 and 2 to Part
                788 of
                the Regulations. Current copies of such lists and tables will be
                provided
                by MSGI to Contractor upon request.

            


    

     

    
      	
            	30.7.	
              Contractor
                agrees to inform MSGI promptly in writing of any such written consent
                issued by the United States Office of Export
                Administration.

            


    

     

    
      	
            	30.8.	
              Contractor
                agrees that it will not, without the prior written consent of MSGI
                and the
                prior written authorization of the United States Department of Commerce,
                export directly or indirectly, any information or product components
                including any associated Firmware covered by the Agreement to any
                country
                outside of the country in which the contract on which MSGI supplied
                such
                information or product components is to be
                performed.

            


    

     

    
      	
            	30.9.	
              Contractor
                acknowledges that its obligations under this Article shall survive
                the
                termination of the Agreement.

            


    

    


    31. U.S.
      FOREIGN CORRUPT PRACTICES ACT

    


    Contractor
      acknowledges that it is familiar with and fully understands the provisions
      of
      the U.S. Foreign Corrupt Practices Act of 1977 and its subsequent amendment
      of
      1988 (“the
      Act”),
      and
      that with respect to the Act neither Contractor nor any officer, director,
      employee or agent of Contractor shall do or be instructed to do any of the
      following: (a) pay or give anything of value, either directly or indirectly,
      to
      an official of any government or any political party for the purpose of
      influencing an act or decision in his official capacity, or inducing him to
      use
      his influence with the government in order to assist Contractor in obtaining
      or
      retaining business for or with, or directing business to, any person, or for
      any
      other purpose whatsoever; or (b) take any act or use any compensation received
      for any purpose which would constitute a violation of any law of the U.S. or
      any
      political subdivision within the Territory, including the Act.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    32. WAIVER

     

    No
      failure to exercise and no delay or partial exercise of a right or power
      conferred upon a Party under the terms of the Agreement shall operate as a
      waiver of such right or power.

    


    33. SURVIVAL
      OF OBLIGATIONS

    


    The
      liabilities of the Parties concerning this Agreement shall continue even after
      the termination of the contract due to their commercial nature. As an example
      refer to Paragraph 5.

    


    34. SEVERABILITY

     

    If
      any
      section, paragraph or Article in the Agreement shall be held to be invalid
      or
      unenforceable, then the meaning of such section, paragraph or Article (the
      “Element”)
      shall
      be construed so as to render it enforceable, to the extent feasible; and if
      no
      feasible interpretation would save such section, paragraph or Article, it shall
      be severed from the Agreement and the remainder of the Agreement shall remain
      in
      full force and effect. However, in the event any Element is considered an
      essential commercial or legal element of the Agreement by either MSGI or
      Contractor, the Parties shall promptly negotiate and implement a replacement
      therefor.

    


    35. GOVERNING
      LANGUAGE

     

    This
      Agreement has been made and executed in the English language. In case of
      conflict between the Agreement and any translation thereof from English, this
      English counterpart of this Agreement shall control.

    


    36. ENTIRE
      AGREEMENT

     

    The
      terms
      and conditions contained in the Agreement supersede all prior oral or written
      understandings between the Parties with respect to the subject matter hereof,
      shall constitute the entire agreement between them concerning the subject matter
      of the Agreement and shall not be contradicted, explained or supplemented by
      any
      course of dealing or course of performance between MSGI or any of its Affiliates
      and Contractor. There are no understandings or representations, expressed or
      implied, not expressly set forth in this Agreement. This Agreement shall not
      be
      modified or amended except by a written document signed by the Parties hereto;
      provided,
      however, that
      Contractor shall be able to unilaterally supplement Section 2.1 by the delivery
      of Section 2.1 Updates pursuant to Section 2.2.

    


    


    
      
         

      

      
         

        
          

        

      

      
         



    

    


    IN
      WITNESS WHEREOF the
      Parties have caused the Agreement to be signed by their duly authorized
      representatives effective as of the date written above.

    


    
      	 	 	 
	 	HYUNDAI
              SYSCOMM CORP
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Benjamin Byun
	 	Title:
              Chairman of the Board




    


    
      	 	 	 
	 	MSGI
              SECURITY SOLUTIONS, INC
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Jeremy Barbera
	 	
              Title:
                Chairman of the Board