SECURITY AGREEMENT

                                                                    Exhibit 10.3

                               SECURITY AGREEMENT


         SECURITY AGREEMENT (this "Agreement"), dated as of December 13, 2006,
by and among MSGI Security Solutions, Inc., a Nevada corporation ("Company"),
the subsidiaries of the Company listed on the signature pages hereto, and the
secured parties signatory hereto and their respective endorsees, transferees and
assigns (collectively, the "Secured Party").

                               W I T N E S S E T H:

         WHEREAS, pursuant to a Securities Purchase Agreement, dated the date
hereof, between Company and the Secured Party (the "Purchase Agreement"),
Company has agreed to issue to the Secured Party and the Secured Party has
agreed to purchase from Company certain of Company's 6% Callable Secured
Convertible Notes, due three years from the date of issue (the "Notes"), which
are convertible into shares of Company's Common Stock, par value $.01 per share
(the "Common Stock"). In connection therewith, Company shall issue the Secured
Party certain Common Stock purchase warrants (the "Warrants"); and

         WHEREAS, in order to induce the Secured Party to purchase the Notes,
Company has agreed to execute and deliver to the Secured Party this Agreement
for the benefit of the Secured Party and to grant to it a first priority
security interest in certain property of Company to secure the prompt payment,
performance and discharge in full of all of Company's obligations under the
Notes and exercise and discharge in full of Company's obligations under the
Warrants.

         NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

         1. Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth in this Section 1. Terms used but not
otherwise defined in this Agreement that are defined in Article 9 of the UCC
(such as "general intangibles" and "proceeds") shall have the respective
meanings given such terms in Article 9 of the UCC.

            (a)   "Collateral" means the collateral in which the Secured Party is
granted a security interest by this Agreement and which shall include the
following, whether presently owned or existing or hereafter acquired or coming
into existence, and all additions and accessions thereto and all substitutions
and replacements thereof, and all proceeds, products and accounts thereof,
including, without limitation, all proceeds from the sale or transfer of the
Collateral and of insurance covering the same in connection therewith:

                   (i)    All Goods of the Company, including, without
            limitations, all machinery, equipment, computers, motor
            vehicles, trucks, tanks, boats, ships, appliances, furniture,
            special and general tools, fixtures, test and quality control
            devices and other equipment of every kind and nature and
            wherever situated, together with all documents of title and
            documents representing the same, all additions and accessions
            thereto, replacements therefor, all parts therefor, and all
             substitutes for any of the foregoing and all other items used
            and useful in



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            connection with the Company's businesses and all improvements
            thereto (collectively, the "Equipment"); and

                   (ii)   All Inventory of the Company; and

                   (iii) All of the Company's contract rights and
            general intangibles, including, without limitation, all
            partnership interests, stock or other securities, licenses,
            distribution and other agreements, computer software
            development rights, leases, franchises, customer lists,
            quality control procedures, grants and rights, goodwill,
            trademarks, service marks, trade styles, trade names, patents,
            patent applications, copyrights, deposit accounts, and income
            tax refunds (collectively, the "General Intangibles"); and

                   (iv) All Receivables of the Company including all
            insurance proceeds, and rights to refunds or indemnification
            whatsoever owing, together with all instruments, all documents
            of title representing any of the foregoing, all rights in any
            merchandising, goods, equipment, motor vehicles and trucks
            which any of the same may represent, and all right, title,
            security and guaranties with respect to each Receivable,
            including any right of stoppage in transit; and

                    (v) All of the Company's documents, instruments and
            chattel paper, files, records, books of account, business
            papers, computer programs and the products and proceeds of all
            of the foregoing Collateral set forth in clauses (i)-(iv)
            above.

           (b) "Company" shall mean, collectively, Company and all of the
subsidiaries of Company, a list of which is contained in Schedule A, attached
hereto.

           (c) "Obligations" means all of the Company's obligations under this
Agreement, the Notes and the Warrants, in each case, whether now or hereafter
existing, voluntary or involuntary, direct or indirect, absolute or contingent,
liquidated or unliquidated, whether or not jointly owed with others, and whether
or not from time to time decreased or extinguished and later decreased, created
or incurred, and all or any portion of such obligations or liabilities that are
paid, to the extent all or any part of such payment is avoided or recovered
directly or indirectly from the Secured Party as a preference, fraudulent
transfer or otherwise as such obligations may be amended, supplemented,
converted, extended or modified from time to time.

           (d) "UCC" means the Uniform Commercial Code, as currently in effect
in the State of New York.

    2. Grant of Security Interest. As an inducement for the Secured Party
to purchase the Notes and to secure the complete and timely payment, performance
and discharge in full, as the case may be, of all of the Obligations, the
Company hereby, unconditionally and irrevocably, pledges, grants and
hypothecates to the Secured Party, a continuing security interest in, a
continuing first lien upon, and a right of set-off against, in each case to the
fullest extent permitted by law, all of the Company's right, title and interest
of whatsoever kind and nature in and to the Collateral (the "Security
Interest").



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    3.    Representations, Warranties, Covenants and Agreements of the
Company. Except as otherwise disclosed in the Company's filings with the
Securities and Exchange Commission, the Company represents and warrants to, and
covenants and agrees with, the Secured Party as follows:

         (a) Each of the Company and the Company's subsidiaries has the
requisite corporate power and authority to enter into this Agreement and
otherwise to carry out its obligations thereunder. The execution, delivery and
performance by the Company of this Agreement and the filings contemplated
therein have been duly authorized by all necessary action on the part of the
Company and no further action is required by the Company. This Agreement
constitutes a legal, valid and binding obligation of the Company enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditor's rights generally.

         (b) The Company is the sole owner of the Collateral (except for
non-exclusive licenses granted by the Company in the ordinary course of
business), free and clear of any liens, security interests, encumbrances, rights
or claims, and is fully authorized to grant the Security Interest in and to
pledge the Collateral. There is not on file in any governmental or regulatory
authority, agency or recording office an effective financing statement, security
agreement, license or transfer or any notice of any of the foregoing (other than
those that have been filed in favor of the Secured Party pursuant to this
Agreement) covering or affecting any of the Collateral.

         (c) No part of the Collateral has been judged invalid or unenforceable.
No written claim has been received that any Collateral or the Company's use of
any Collateral violates the rights of any third party. There has been no adverse
decision to the Company's claim of ownership rights in or exclusive rights to
use the Collateral in any jurisdiction or to the Company's right to keep and
maintain such Collateral in full force and effect, and there is no proceeding
involving said rights pending or, to the best knowledge of the Company,
threatened before any court, judicial body, administrative or regulatory agency,
arbitrator or other governmental authority.

         (d) The execution, delivery and performance of this Agreement does not
conflict with or cause a breach or default, or an event that with or without the
passage of time or notice, shall constitute a breach or default, under any
agreement to which the Company is a party or by which the Company is bound. No
consent (including, without limitation, from stock holders or creditors of the
Company) is required for the Company to enter into and perform its obligations
hereunder.

         (e) The Company shall at all times maintain the liens and Security
Interest provided for hereunder as valid and perfected first priority liens and
security interests in the Collateral in favor of the Secured Party until this
Agreement and the Security Interest hereunder shall terminate pursuant to
Section 11. The Company hereby agrees to defend the same against any and all
persons. The Company shall safeguard and protect all Collateral for the account
of the Secured Party. Without limiting the generality of the foregoing, the
Company shall pay all fees, taxes and other amounts necessary to maintain the
Collateral and the Security Interest



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hereunder, and the Company shall obtain and furnish to the Secured
Party from time to time, upon demand, such releases and/or subordinations of
claims and liens which may be required to maintain the priority of the Security
Interest hereunder.

         (f) The Company will not transfer, pledge, hypothecate, encumber,
license (except for in the ordinary course of business and in connection with
any receivables financing the Company may obtain), sell or otherwise dispose of
any of the Collateral without the prior written consent of the Secured Party.

         (g) The Company shall keep and preserve its Equipment, Inventory and
other tangible Collateral in good condition, repair and order and shall not
operate or locate any such Collateral (or cause to be operated or located) in
any area excluded from insurance coverage.

         (h) The Company shall, within ten (10) days of obtaining knowledge
thereof, advise the Secured Party promptly, in sufficient detail, of any
substantial change in the Collateral, and of the occurrence of any event which
would have a material adverse effect on the value of the Collateral or on the
Secured Party's security interest therein.

         (i) The Company shall promptly execute and deliver to the Secured Party
such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take
such further action as the Secured Party may from time to time request and may
in its sole discretion deem necessary to perfect, protect or enforce its
security interest in the Collateral including, without limitation, the execution
and delivery of a separate security agreement with respect to the Company's
intellectual property ("Intellectual Property Security Agreement") in which the
Secured Party has been granted a security interest hereunder, substantially in a
form acceptable to the Secured Party, which Intellectual Property Security
Agreement, other than as stated therein, shall be subject to all of the terms
and conditions hereof.

         (j) The Company shall permit the Secured Party and its representatives
and agents to inspect the Collateral at any time, and to make copies of records
pertaining to the Collateral as may be requested by the Secured Party from time
to time.

         (k) The Company will take all steps reasonably necessary to diligently
pursue and seek to preserve, enforce and collect any rights, claims, causes of
action and accounts receivable in respect of the Collateral.

         (l) The Company shall promptly notify the Secured Party in sufficient
detail upon becoming aware of any attachment, garnishment, execution or other
legal process levied against any Collateral and of any other information
received by the Company that may materially affect the value of the Collateral,
the Security Interest or the rights and remedies of the Secured Party hereunder.

         (m) All information heretofore, herein or hereafter supplied to the
Secured Party by or on behalf of the Company with respect to the Collateral is
accurate and complete in all material respects as of the date furnished.



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         (n) Schedule A attached hereto contains a list of all of the
subsidiaries of Company.

    4.    Defaults. The following events shall be "Events of Default":

         (a) The occurrence of an Event of Default (as defined in the Notes)
under the Notes;

         (b) Any representation or warranty of the Company in this Agreement or
in the Intellectual Property Security Agreement shall prove to have been
incorrect in any material respect when made;

         (c) The failure by the Company to observe or perform any of its
obligations hereunder or in the Intellectual Property Security Agreement for ten
(10) days after receipt by the Company of notice of such failure from the
Secured Party; and

         (d) Any breach of, or default under, the Warrants.

    5.    Duty To Hold In Trust. Upon the occurrence of any Event of Default
and at any time thereafter, the Company shall, upon receipt by it of any
revenue, income or other sums subject to the Security Interest, whether payable
pursuant to the Notes or otherwise, or of any check, draft, note, trade
acceptance or other instrument evidencing an obligation to pay any such sum,
hold the same in trust for the Secured Party and shall forthwith endorse and
transfer any such sums or instruments, or both, to the Secured Party for
application to