OPTION AGREEMENT

 

                                  EXHIBIT 10.4

                                OPTION AGREEMENT

         AGREEMENT, dated as of October 1, 1995, between All-Comm Media
Corporation, a Nevada corporation, having an address at 400 Corporate Pointe,
Suite 780, Culver City, California 90230 ("All-Comm"); Joseph LaRocca, an
individual ("JL"); Augustus LaRocca, an individual ("AL"); Gerald Yellin, an
individual having an address at c/o Bear, Stearns & Co., Inc., 245 Park Avenue,
New York, New York 10167 (individually, and as Agent (the "Agent") for JL arid
AL, collectively (the "Optionees").

                              W I T N E S S E T H

         WHEREAS, All-Comm is the owner of a certain parcel of land (the
"Land") in Laughlin, Nevada, as more particularly described on Exhibit A hereto
and wishes to grant the Optionees an option to acquire the Land, and the
Optionees wish to acquire such option, upon the terms and conditions described
herein;

         WHEREAS, the Optionees have agreed to have Agent act as their agent
with respect to this Agreement.

         IT IS AGREED:

         1.  All-Comm represents and warrants to the Optionees that it is the
sole record and beneficial owner of the Land, free and clear of any mortgage,
lien, security interest, encumbrance, restriction, violation, assessment or
adverse claim of any nature whatsoever (collectively "Liens") other' than (i)
easements, permits, liens, and other restrictions or limitations on the use of
property or irregularities in title thereto, in each case which do not,
individually or in the aggregate, materially detract from the value of such
property or impair the use of such property by All-Comm in the operation of its
business and (ii) for current taxes and other assessments or governmental
charges or levies on property not yet due and delinquent (collectively
"Permitted Liens"); that it has the full right and power to sell the Land to
the Optionee; and that the execution, delivery and performance of this
Agreement by All-Comm does not and will not conflict with, violate or result in
a breach of any terms or conditions of, or constitute a default under, any
contract, agreement, or other instrument or obligation or any law, regulation,
ordinance, or decree to which All-Comm is a party or by which All-Comm may be
bound or affected.

         2.  Upon the terms and subject to the conditions set forth in this
Agreement, Seller hereby grants the Optionees an option (the "Option"),
exercisable from the date hereof through April 8, 1996 (the "Exercise Period"),
to acquire the Land at an exercise price of $2,000,000 (the "Exercise Price")
and the Optionees hereby accept the Option from All-Comm.

         In consideration for the granting of the Option, the Optionees have
paid All-Comm $150,000 by check, receipt of which is hereby acknowledged.  If
the Option is not exercised, or terminated as provided in this Agreement, prior
to the end of the Exercise Period, the Option shall be null and void and of no
force or effect.  In consideration for the acceptance of the Option, All-Comm
will issue the Optionees a warrant (the "Warrant") to acquire 30,000 shares of
common stock, par value $0.01 per share, of All-Comm ("Common Stock"), at an
exercise price of $2.50 per share, which warrant shall be exercisable for a
period of four years from the date hereof.

         3.  During the term of the Option All-Comm shall hold the Land free
and clear of any and all Liens other than Permitted Liens and upon the exercise
of the Option and payment of the Exercise Price All-Comm shall deliver title to
the Land to the Optionees free and clear of any and all Liens other than
Permitted Liens.

         4.  The Optionees represent and warrant to All-Comm that the
execution, delivery and performance of this Agreement by the Optionees do not
and will not conflict with, violate or result in a

breach of any terms or conditions of, or constitute a default under, any
contract, agreement or other instrument or obligation or any law, regulation,
ordinance or decree to which any of the Optionees is a party or by which any of
the Optionees may be bound or affected.  The Optionees each agree that the
Agent is authorized to act on behalf of each of them and that All-Comm may rely
upon the instructions of the Agent without independent investigation.

         5.  If AlI-Comm desires, during the Exercise Period, to have the
right, in its sole discretion, to cancel the Option (the "Call") by paying the
Optionees $150,000 (the "Call Price"), All-Comm shall pay the Optionees the sum
of $15,000 (the "Call Fee").  Once the Call Fee has been paid, All-Comm may
exercise the Call by delivering a notice to the Agent indicating its election
to terminate the Option and shall tender payment of the Call Price to the
Optionees. Upon such payment, the Option shall he null and void and of no force
or effect and the Optionees shall execute an acknowledgment to such effect.

         6.  If All-Comm does not exercise the Call, the Optionee may, during
the last 10 days of the Exercise Period, in their sole discretion, require that
All-Comm buy back the Option (the "Put") by paying the Optionee $165,000 (the
"Put Price").  In such case the Agent shall deliver a notice (the "Put Notice")
to All-Comm indicating the election of the Optionees to sell the Option back to
All-Comm.  Within twenty (20) days of the receipt of the Put Notice All-Comm
shall tender payment of the Put Price to the Optionees.  Upon such exercise the
Option shall be null and void and of no force or effect and the Optionees shall
be entitled to receive solely the buy back price described in this Section 6.

         7.  In the case of me Call or the Put, the Agent shall direct All-Comm
as to the distribution of any cash or shares of Common Stock to the Optionees.

         8.  As security for the payment of the Put Price, All-Comm shall grant
the Optionees a security interest in he Land in the form of the delivery of a
mortgage in favor of the Agent (the "Mortgage") in the amount of $150,000 in
recordable form which shall be delivered by All-Comm to the Optionees within
twenty (20) days of the date hereof.  The Agent shall only record the Mortgage
in the event All-Comm shall fail to pay the Put Price within twenty-five (25)
days of the receipt of the Put Notice.  Upon payment of the required
termination payment described in Section 5 or payment of the Put Price, the
Mortgage shall be returned to All-Comm.

         9.  The Optionees represent and warrant that they are familiar with
the business, financial condition and future prospects of All-Comm and have
been granted the opportunity to ask questions of the officers and directors of
All-Comm concerning All-Comm and the terms and conditions of this Agreement and
to obtain any additional information which All-Comm deemed necessary to
determine the merits, risks and consequences of purchasing the Option and
acquiring shares of Common Stock.  All-Comm has not and shall under no
circumstances be deemed to have made any representation or warranty to or for
the benefit of the Optionees as to the value of the Land, the value of the
shares of Common Stock, or All-Comm's business prospects.  The Optionees
understand that except as provided in Section 11, any shares of Common Stock
issued to the Optionees shall be restricted securities within the means of the
Security Exchange Act of 1934, as amended.

         10.  This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof, supersedes all existing agreements
between the parties concerning such subject matter, and may he modified only by
a written instrument duly executed by each party.

         11.  On or before December 1, 1995, All-Comm shall file with the
Securities and Exchange Commission a shelf registration statement promulgated
under Rule 415 of the Securities Act of 1933, as amended (the "Act"), to permit
the resale of all of We Registrable Securities (as defined below) by the
holders thereof on the Nasdaq Stock Market or in privately negotiated
transactions (the `Registration Statement"). The Company will use its beat
efforts to have the Registration Statement declared effective under the Act as
soon as possible after the filing thereof and to keep the Shelf Registration
Statement continuously effective through December 31, 1996, The Company will
pay all of the expenses relating to the Shelf Registration Statement, other
than brokerage discounts, commissions, fees or disbursements in respect of the
transfer of any of the Registrable Securities by a holder thereof.  The

Registrable Securities shall mean the shares of Common Stock issued to the
Optionees upon exercise of the Warrant (together with any and all shares of
Common Stock issued with respect to such shares by way of a stock divided or
stock split or any capital stock issued with respect to such shares in
connection with a combination of shares, recapitalization, merger,
consolidation or reorganization).

         12.  Any waiver, by either Party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement.  This Agreement shall be binding upon and inure to the benefit of
the Optionees and their heirs and personal representatives, and shall be
binding upon and inure to the benefit of All-Comm and its successors and
permitted assigns.

         13.  Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or delivered against receipt to the party to whom it
is to be given at the address of such party set forth at the beginning of this
Agreement (or to such other address as the party shall have furnished in
writing or in accordance with the provisions of this Section 13).  In the case
of a notice to All-Comm, a copy of such notice (which copy shall not constitute
notice) shall be delivered to Camhy Karlinsky & Stein LLP, 1740 Broadway, New
York, New York 10019-4315, Attn. Alan I. Annex, Esq.  Notice to the estate of
any of the Optionees shall be sufficient if addressed to such Optionees as
provided in this Section 13.  Any notice or other communication given by
certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party's address which shall be deemed given at
the time of receipt thereof.

         14.  Any dispute, controversy or claim arising out of or relating to
this Agreement, or the breach, termination or invalidity thereof, shall be
settled by arbitration in accordance with the rules of the American Arbitration
Association as then in effect.  The arbitration shall take place in New York,
New York, under the rules of The American Arbitration Association then in
effect.  Judgment upon the reward rendered by the arbitrators may be entered in
any court having jurisdiction thereof.  Expenses of the arbitration shall be
shared equally by the parties.

         15.  This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.  It shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to
conflict of laws.

         IN WITNESS WHEREOF, All-Comm and the Optionees have executed this
Agreement as of the day first written above.

                                       ALL-COMM MEDIA CORPORATION

                                       By: /s/ Barry Peters      
                                           _____________________________
                                           Name:  Barry Peters
                                           Title:  Chairman and CEO
                                           
                                       /s/ Gerald Yellin
                                       _________________________________
                                       Gerald Yellin

                                       _________________________, individually 
                                       and as agent for Joseph LaRocca   
                                       and Augustus LaRocca     

                                       /s/ Gerald Yellin
                                       ________________________________

                                       /s/ Joseph LaRocca
                                       ________________________________

                                       /s/ Augustus LaRocca
                                       ________________________________

 

Basic Info X:

Name: OPTION AGREEMENT
Type: Option Agreement
Date: Oct. 13, 1995
Company: MSGI SECURITY SOLUTIONS, INC
State: Nevada

Other info:

Date:

  • October 1 , 1995
  • April 8 , 1996
  • December 1 , 1995
  • December 31 , 1996

Organization:

  • All-Comm Media Corporation
  • Stearns & Co. , Inc.
  • Exercise Price All-Comm
  • Securities and Exchange Commission
  • Nasdaq Stock Market
  • Shelf Registration Statement
  • Camhy Karlinsky & Stein LLP
  • The American Arbitration Association

Location:

  • Culver City
  • California
  • Park Avenue
  • Laughlin
  • Nevada
  • Attn
  • Esq
  • New York

Money:

  • $ 2,000,000
  • $ 0.01
  • $ 2.50
  • $ 15,000
  • $ 165,000
  • $ 150,000

Person:

  • Alan I. Annex
  • Barry Peters
  • Gerald Yellin
  • Joseph LaRocca
  • Augustus LaRocca