**4C
      CONTROLS INC.**





**REGULATION
      S SUBSCRIPTION AGREEMENT**





**SECTION
      1**





1.1  Subscription.





(a)  The
      undersigned subscriber (the “ Subscriber ”),
      intending to be legally bound, hereby irrevocably subscribes for and agrees
      to
      purchase such number of Units (hereafter defined) as set forth on the signature
      page hereof, to be issued by 4C Controls Inc., a Nevada corporation (the
“ Company ”)
      in an
      offshore transaction negotiated outside the United States and to be consummated
      and closed outside the United States pursuant to the terms and conditions of
      this Agreement (this “Agreement”). A Unit shall consist of the
      following:





(i)
            One
                share of Common Stock each, a “Purchased
                Share”
                and collectively, the “Purchased
                Shares”);
                and


(ii)
            One
                warrant, as further described in the Class A Warrant Agreement attached
                hereto as Exhibit A, entitling the undersigned to purchase one (1)
                share
                of Common Stock for every four (4) Purchased Shares purchased hereunder
                by
                the Subscriber, with each such Warrant exercisable for the purchase
                of one
                share of Common Stock at a purchase price of US$0.25 per share, which
                Warrant shall be exercisable after the first anniversary of the date
                of
                this Agreement and shall expire on the tenth anniversary of the date
                of
                this Agreement (each, a “Warrant”
                and collectively, the “Warrants”).





(b)  For
      purposes of this Subscription Agreement:





(i)
            “Common
                Stock”
                means the common stock of the Company, par value $0.00001 per
                share.


(ii)
            “Securities”
                means the Purchased Shares, the Warrants and the Warrant
                Shares.


(iii)
            “Warrant
                Shares”
                means the shares of Common Stock issuable upon due exercise of the
                Warrants.





1.2  Purchase
      of Units.





The
      undersigned understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Units shall be the purchase price per Unit
      set forth on the Signature Page hereto. Simultaneous with the execution and
      delivery of this Agreement, including the Investor Questionnaire annexed hereto,
      the undersigned shall deliver to or on behalf of the Company the aforementioned
      purchase price by wire transfer of immediately available funds.





1.3  Acceptance
      or Rejection.





(a)  The
      undersigned understands and agrees that the Company reserves the right to reject
      this subscription for the Units if, in its reasonable judgment, it deems such
      action in the best interest of the Company, at any time prior to the Closing,
      notwithstanding prior receipt by the undersigned of notice of acceptance of
      the
      undersigned's subscription.





(b)  The
      undersigned understands and agrees that its subscription for the Units is
      irrevocable.





(c)  In
      the
      event the sale of the Units subscribed for by the undersigned is not consummated
      by the Company for any reason (in which event this Subscription Agreement shall
      be deemed to be rejected), this Subscription Agreement and any other agreement
      entered into between the undersigned and the Company relating to this
      subscription shall thereafter have no force or effect and the Company shall
      promptly return or cause to be returned to the undersigned the purchase price
      remitted to the Company by the undersigned, without interest thereon or
      deduction therefrom, in exchange for the Units.








**REGULATION
        S SUBSCRIPTION AGREEMENT**


**SECTION
      2**





2.1  Closing.





The
      closing (the “ Closing ”)
      of the
      purchase and sale of the Units, shall occur simultaneously with the acceptance
      by the Company of the undersigned's subscription, as evidenced by the Company's
      execution of this Subscription Agreement.





**SECTION
      3**





3.1  Subscriber
      Representations and Warranties.





The
      undersigned hereby acknowledges, represents and warrants to, and agrees with,
      the Company and its affiliates as follows:





(a)  The
      undersigned is acquiring the Securities for his own account as principal, not
      as
      a nominee or agent, for investment purposes only, and not with a view to, or
      for, resale, distribution or fractionalization thereof in whole or in part
      and
      no other person has a direct or indirect beneficial interest in such Securities
      or any portion thereof. Further, the undersigned does not have any contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      grant
      participations to such person or to any third person, with respect to the
      Securities for which the undersigned is subscribing or any part of the
      Securities.





(b)  The
      undersigned has full power and authority to enter into this Agreement, the
      execution and delivery of this Agreement has been duly authorized, if
      applicable, and this Agreement constitutes a valid and legally binding
      obligation of the undersigned.





(c)  The
      undersigned is not subscribing for the Securities as a result of or subsequent
      to any advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting, or any solicitation of a subscription
      by
      person previously not known to the undersigned in connection with investment
      securities generally.





(d)  The
      undersigned understands that the Company is under no obligation to register
      the
      Securities under the Securities Act of 1933, as amended (the “ Securities
      Act ”),
      or to
      assist the undersigned in complying with the Securities Act or the securities
      laws of any state of the United States or of any foreign
      jurisdiction.





(e)  The
      undersigned is (i) experienced in making investments of the kind described
      in
      this Agreement and the related documents, (ii) able, by reason of the business
      and financial experience of its officers (if an entity) and professional
      advisors (who are not affiliated with or compensated in any way by the Company
      or any of its affiliates or selling agents), to protect its own interests in
      connection with the transactions described in this Agreement, and the related
      documents, and (iii) able to afford the entire loss of its investment in the
      Securities. The undersigned further understands that the Company currently
      has
      no business or operations and although it is contemplating entering the field
      of
      clean energy technologies, the Company currently has no agreements or
      arrangements with any persons in connection therewith.





(f)  The
      undersigned acknowledges his understanding that the offering and sale of the
      Purchased Shares, Warrants and the issuance of the Warrant Shares upon due
      exercise of the Warrants is intended to be exempt from registration under the
      Securities Act. In furtherance thereof, in addition to the other representations
      and warranties of the undersigned made herein, the undersigned further
      represents and warrants to and agrees with the Company and its affiliates as
      follows:




2


**REGULATION
        S SUBSCRIPTION AGREEMENT**


(i)
            The
                undersigned realizes that the basis for the exemption may not be
                present
                if, notwithstanding such representations, the undersigned has in
                mind
                merely acquiring the Securities for a fixed or determinable period
                in the
                future, or for a market rise, or for sale if the market does not
                rise. The
                undersigned does not have any such
                intention;


(ii)
            The
                undersigned has the financial ability to bear the economic risk of
                his
                investment, has adequate means for providing for his current needs
                and
                personal contingencies and has no need for liquidity with respect
                to his
                investment in the Company;


(iii)
            The
                undersigned has such knowledge and experience in financial and business
                matters as to be capable of evaluating the merits and risks of the
                prospective investment in the Securities. The undersigned also represents
                it has not been organized for the purpose of acquiring the
                Securities;


(iv)
            The
                undersigned has been provided an opportunity for a reasonable period
                of
                time prior to the date hereof to obtain additional information concerning
                the offering of the Securities, the Company and all other information
                to
                the extent the Company possesses such information or can acquire
                it
                without unreasonable effort or expense;
                and


(v)
            The
                undersigned has carefully reviewed all of the Company’s filings under the
                Securities Exchange Act of 1934, as amended (the “Exchange
                Act”).





(g)  The
      undersigned is not relying on the Company, or its affiliates or agents with
      respect to economic considerations involved in this investment. The undersigned
      has relied solely on its own advisors.





(h)  No
      representations or warranties have been made to the undersigned by the Company,
      or any officer, employee, agent, affiliate or subsidiary of the Company, other
      than the representations of the Company contained herein, and in subscribing
      for
      Units the undersigned is not relying upon any representations other than those
      contained herein.





(i)  Any
      resale of the Securities during the distribution compliance period as defined
      in
      Rule 902(f) to Regulation S shall only be made in compliance with exemptions
      from registration afforded by Regulation S. Further, any such sale of the
      Securities in any jurisdiction outside of the United States will be made in
      compliance with the securities laws of such jurisdiction. The Subscriber will
      not offer to sell or sell the Securities in any jurisdiction unless the
      Subscriber obtains all required consents, if any.





(j)  The
      undersigned understands that the Securities are being offered and sold in
      reliance on an exemption from the registration requirements of United States
      federal and state securities laws under Regulation S promulgated under the
      Securities Act and that the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Subscriber set forth herein in order to determine the applicability
      of
      such exemptions and the suitability of the Subscriber to acquire the Securities.
      In this regard, the undersigned represents, warrants and agrees
      that:




(i)
            The
                undersigned is not a U.S. Person (as defined below) and is not an
                affiliate (as defined in Rule 501(b) under the Securities Act) of
                the
                Company and is not acquiring the Securities for the account or benefit
                of
                a U.S. Person. A U.S. Person means any one of the following: (1)
                any
                natural person resident in the United States of America; (2) any
                partnership or corporation organized or incorporated under the laws
                of the
                United States of America; (3) any estate of which any executor or
                administrator is a U.S. person; (4) any trust of which any trustee
                is a
                U.S. person; (5) any agency or branch of a foreign entity located
                in the
                United States of America; (6) any non-discretionary account or similar
                account (other than an estate or trust) held by a dealer or other
                fiduciary for the benefit or account of a U.S. person; (7) any
                discretionary account or similar account (other than an estate or
                trust)
                held by a dealer or other fiduciary organized, incorporated or (if
                an
                individual) resident in the United States of America; and (8) any
                partnership or corporation if: (A) organized or incorporated under
                the
                laws of any foreign jurisdiction; and (B) formed by a U.S. person
                principally for the purpose of investing in securities not registered
                under the Securities Act, unless it is organized or incorporated,
                and
                owned, by accredited investors (as defined in Rule 501(a) under the
                Securities Act) who are not natural persons, estates or
                trusts.




3


**REGULATION
        S SUBSCRIPTION AGREEMENT**


(ii)
            At
                the time of the origination of contact concerning this Agreement
                and the
                date of the execution and delivery of this Agreement, the undersigned
                was
                outside of the United States.


(iii)
            The
                undersigned will not, during the period commencing on the date of
                issuance
                of the Purchased Shares or Warrants and ending on the first anniversary
                of
                such date, or such shorter period as may be permitted by Regulation
                S or
                other applicable securities law (the “Restricted
                Period”),
                offer, sell, pledge or otherwise transfer the Purchased Shares or
                the
                Warrants in the United States, or to a U.S. Person for the account
                or for
                the benefit of a U.S. Person, or otherwise in a manner that is not
                in
                compliance with Regulation S.


(iv)
            The
                undersigned will, after expiration of the Restricted Period, offer,
                sell,
                pledge or otherwise transfer the Purchased Shares or Warrants only
                pursuant to registration under the Securities Act or an available
                exemption therefrom and, in accordance with all applicable state
                and
                foreign securities laws.


(v)
            The
                undersigned was not in the United States, engaged in, and prior to
                the
                expiration of the Restricted Period will not engage in, any short
                selling
                of or any hedging transaction with respect to the Securities, including
                without limitation, any put, call or other option transaction, option
                writing or equity swap.


(vi)
            Neither
                the undersigned nor or any person acting on his behalf has engaged,
                nor
                will engage, in any directed selling efforts to a U.S. Person with
                respect
                to the Securities and the Subscriber and any person acting on his
                behalf
                have complied and will comply with the offering restrictions requirements
                of Regulation S under the Securities
                Act.


(vii)
            The
                transactions contemplated by this Agreement have not been pre-arranged
                with a buyer located in the United States or with a U.S. Person,
                and are
                not part of a plan or scheme to evade the registration requirements
                of the
                Securities Act.


(viii)
            Neither
                the undersigned nor any person acting on his behalf has undertaken
                or
                carried out any activity for the purpose of, or that could reasonably
                be
                expected to have the effect of, conditioning the market in the United
                States, its territories or possessions, for any of the Securities.
                The
                undersigned agrees not to cause any advertisement of the Securities
                to be
                published in any newspaper or periodical or posted in any public
                place and
                not to issue any circular relating to the Securities, except such
                advertisements that include the statements required by Regulation
                S under
                the Securities Act, and only offshore and not in the U.S. or its
                territories, and only in compliance with any local applicable securities
                laws.


(ix)
            Each
                certificate representing the Securities shall be endorsed with the
                following legends, in addition to any other legend required to be
                placed
                thereon by applicable federal or state securities
                laws:





(A)
      THE
      SECURITIES ARE BEING OFFERED TO SUBSCRIBERS WHO ARE NOT U.S. PERSONS (AS DEFINED
      IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
      ACT)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
      UNDER THE SECURITIES ACT. (B) TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT
      IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION
      UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.
      HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
      SECURITIES ACT.





(x)
            The
                undersigned consents to the Company making a notation on its records
                or
                giving instructions to any transfer agent of the Company in order
                to
                implement the restrictions on transfer of the Securities set forth
                in this
                Section 2.




4


**REGULATION
        S SUBSCRIPTION AGREEMENT**


(k)  The
      undersigned is an accredited investor as that term is defined in Rule 501 of
      the
      General Rules and Regulations under the Securities Act by reason of Rule
      501(a)(3).





(l)  The
      undersigned understands that an investment in the Securities is a speculative
      investment which involves a high degree of risk and the potential loss of his
      entire investment.





(m)  The
      undersigned's overall commitment to investments which are not readily marketable
      is not disproportionate to the undersigned's net worth, and an investment in
      the
      Securities will not cause such overall commitment to become
      excessive.





(n)  The
      undersigned has received all documents, records, books and other information
      pertaining to the undersigned’s investment in the Company that has been
      requested by the undersigned. The undersigned has reviewed all reports and
      other
      documents filed by the Company with the Securities and Exchange Commission
      (the
“ SEC
      Documents ”).





(o)  The
      undersigned represents and warrants to the Company that all information that
      the
      undersigned has provided to the Company, including, without limitation, the
      information in the Investor Questionnaire attached hereto or previously provided
      to the Company (the Investor Questionnaire), is correct and complete as of
      the
      date hereof.





(p)  Other
      than as set forth herein, the undersigned is not relying upon any other
      information, representation or warranty by the Company or any officer, director,
      stockholder, agent or representative of the Company in determining to invest
      in
      the Securities. The undersigned has consulted, to the extent deemed appropriate
      by the undersigned, with the undersigned’s own advisers as to the financial,
      tax, legal and related matters concerning an investment in the Securities and
      on
      that basis believes that his or its investment in the Securities is suitable
      and
      appropriate for the undersigned.





(q)  The
      undersigned is aware that no federal or state agency has (i) made any finding
      or
      determination as to the fairness of this investment, (ii) made any
      recommendation or endorsement of the Securities or the Company, or (iii)
      guaranteed or insured any investment in the Securities or any investment made
      by
      the Company.





(r)  The
      undersigned understands that the price of the Securities offered hereby bear
      no
      relation to the assets, book value or net worth of the Company and were
      determined arbitrarily by the Company. The undersigned further understands
      that
      there is a substantial risk of further dilution on his or its investment in
      the
      Company.





**SECTION
      4**





The
      Company represents and warrants to the undersigned as follows:





4.1  Organization
      of the Company. The Company is a corporation duly organized and validly existing
      and in good standing under the laws of the State of Nevada, and has all
      requisite power and authority to own, lease and operate its properties and
      to
      carry on its business as now being conducted.





4.2  Authority.
      (a) The Company has the requisite corporate power and authority to enter into
      and perform its obligations under this Agreement and to issue the Securities;
      (b) the execution and delivery of this Agreement by the Company and the
      consummation by it of the transactions contemplated hereby and thereby have
      been
      duly authorized by all necessary corporate action and no further consent or
      authorization of the Company or its Board of Directors is required; and (c)
      this
      Agreement has been duly executed and delivered by the Company and constitutes
      a
      valid and binding obligation of the Company enforceable against the Company
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, or similar laws relating to, or affecting
      generally the enforcement of, creditors' rights and remedies or by other
      equitable principles of general application.




5




**REGULATION
      S SUBSCRIPTION AGREEMENT**





4.3  Capitalization.
      As of the date hereof, the authorized capital stock of the Company consists
      of
      100,000,000 shares of Common Stock, of which 42,053,550 are issued and
      outstanding. All the outstanding shares are validly issued and are fully paid
      and nonassessable.





4.4  SEC
      Documents. To the best of Company's knowledge, the Company has not provided
      to
      the undersigned any information that, according to applicable law, rule or
      regulation, should have been disclosed publicly prior to the date hereof by
      the
      Company, but which has not been so disclosed. As of their respective dates,
      the
      SEC Documents complied in all material respects with the requirements of the
      Securities Act or the Exchange Act, as the case may be, and other federal,
      state
      and local laws, rules and regulations applicable to such SEC Documents, and
      none
      of the SEC Documents contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading. The financial statements of the Company included
      in the SEC Documents comply as to form and substance in all material respects
      with applicable accounting requirements and the published rules and regulations
      of the Securities and Exchange Commission (the “ SEC ”)
      or
      other applicable rules and regulations with respect thereto. Such financial
      statements have been prepared in accordance with generally accepted accounting
      principles applied on a consistent basis during the periods involved (except
      (a)
      as may be otherwise indicated in such financial statements or the notes thereto
      or (b) in the case of unaudited interim statements, to the extent they may
      not
      include footnotes or may be condensed or summary statements) and fairly present
      in all material respects the financial position of the Company as of the dates
      thereof and the results of operations and cash flows for the periods then ended
      (subject, in the case of unaudited statements, to normal year-end audit
      adjustments).





4.5  Exemption
      from Registration; Valid Issuances. The sale and issuance of the Securities,
      in
      accordance with the terms and on the bases of the representations and warranties
      of the undersigned set forth herein, may and shall be properly issued by the
      Company to the undersigned pursuant to Section 4(2), Regulation S and/or any
      applicable U.S state law. When issued and paid for as herein provided, the
      Securities shall be duly and validly issued, fully paid, and nonassessable.
      Neither the sales of the Securities pursuant to, nor the Company's performance
      of its obligations under, this Agreement shall (a) result in the creation or
      imposition of any liens, charges, claims or other encumbrances upon the
      Securities or any of the assets of the Company, or (b) entitle the other holders
      of the Common Stock of the Company to preemptive or other rights to subscribe
      to
      or acquire the Common Stock or other securities of the Company. The Securities
      shall not subject the undersigned to personal liability by reason of the
      ownership thereof.





4.6  No
      General Solicitation or Advertising in Regard to this Transaction. Neither
      the
      Company nor any of its affiliates nor any person acting on its or their behalf
      (a) has conducted or will conduct any general solicitation (as that term is
      used
      in Rule 502(c) of Regulation D) or general advertising with respect to any
      of
      the Securities, or (b) made any offers or sales of any security or solicited
      any
      offers to buy any security under any circumstances that would require
      registration of the Common Stock under the Securities Act.





4.7  No
      Conflicts. The execution, delivery and performance of this Agreement by the
      Company and the consummation by the Company of the transactions contemplated
      hereby, including without limitation the issuance of the Securities, do not
      and
      will not (a) result in a violation of the Certificate or By-Laws of the Company
      or (b) conflict with, or constitute a material default (or an event that with
      notice or lapse of time or both would become a material default) under, or
      give
      to others any rights of termination, amendment, acceleration or cancellation
      of,
      any material agreement, indenture, instrument or any "lock-up" or similar
      provision of any underwriting or similar agreement to which the Company is
      a
      party, or (c) result in a violation of any federal, state, local or foreign
      law,
      rule, regulation, order, judgment or decree (including federal and state
      securities laws and regulations)applicable to the Company or by which any
      property or asset of the Company is bound or affected (except for such
      conflicts, defaults, terminations, amendments, accelerations, cancellations
      and
      violations as would not, individually or in the aggregate, have a material
      adverse effect on the business, operations, properties, prospects or condition
      (financial or otherwise) of the Company) nor is the Company otherwise in
      violation of, conflict with or in default under any of the foregoing. The
      Company is not required under U.S. federal, state or local law, rule or
      regulation to obtain any consent, authorization or order of, or make any filing
      or registration with, any court or governmental agency in order for it to
      execute, deliver or perform any of its obligations under this Agreement or
      issue
      and sell the Common Stock in accordance with the terms hereof (other than any
      SEC, NASD or state securities filings that may be required to be made by the
      Company subsequent to the Closing); provided that, for purposes of the
      representation made in this sentence, the Company is assuming and relying upon
      the accuracy of the relevant representations and agreements of the undersigned
      herein.




6




**REGULATION
      S SUBSCRIPTION AGREEMENT**







4.8  No
      Undisclosed Liabilities. The Company has no liabilities or obligations that
      are
      material, individually or in the aggregate, and that are not disclosed in the
      SEC Documents or otherwise publicly announced, other than those incurred in
      the
      ordinary course of the Company's businesses and which, individually or in the
      aggregate, do not or would not have a material adverse effect on the Company.





4.9  No
      Undisclosed Events or Circumstances. No event or circumstance has occurred
      or
      exists with respect to the Company or its businesses, properties, prospects,
      operations or financial condition, that, under applicable law, rule or
      regulation, requires public disclosure or announcement prior to the date hereof
      by the Company but which has not been so publicly announced or disclosed in
      the
      SEC Documents.





4.10  No
      Integrated Offering. Neither the Company, nor any of its affiliates, nor any
      person acting on its or their behalf has, directly or indirectly, made any
      offers or sales of any security or solicited any offers to buy any security,
      other than pursuant to this Agreement.





**SECTION
      5**





5.1  Registration
      of Securities. The Company shall use its commercially reasonable efforts to
      cause both the Purchased Shares and the Warrant Shares to become eligible for
      trading as follows: (i) be registered under Sections 12(b) or 12(g) of the
      Exchange Act through the filing of a registration statement with the U.S.
      Securities and Exchange Commission and to be eligible for trading on either
      (x)
      a “ National
      Securities Exchange ”
as
      defined in Section 6 of the Exchange Act or (y) the Over the Counter Bulletin
      Board; or (ii) be listed for trading on a “ Designated
      Offshore Securities Market ”
as
      such
      term is defined in Rule 902(b) under Regulation S promulgated under the
      Securities Act; to be determined by the Company’s Board of Directors at its sole
      discretion, within six (6) months of the date of sale. The Subscriber
      acknowledges that facilitation of trading of the Purchased Shares and Warrant
      Shares is dependent on third party regulatory authorities and therefore there
      can be no assurance that the Company will be able to register or facilitate
      the
      trading of the Purchased Shares and the Warrant Shares on any market at any
      time.





**SECTION
      6**





6.1  Indemnity.
      The undersigned agrees to indemnify and hold harmless the Company, its officers
      and directors, employees and its affiliates and their respective successors
      and
      assigns and each other person, if any, who controls any thereof, against any
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation commenced or
      threatened or any claim whatsoever) arising out of or based upon any false
      representation or warranty or breach or failure by the undersigned to comply
      with any covenant or agreement made by the undersigned herein or in any other
      document furnished by the undersigned to any of the foregoing in connection
      with
      this transaction.





6.2  Modification.
      Neither this Agreement nor any provisions hereof shall be modified, discharged
      or terminated except by an instrument in writing signed by the party against
      whom any waiver, change, discharge or termination is sought.




7




**REGULATION
      S SUBSCRIPTION AGREEMENT**







6.3  Notices.
      Any notice, demand or other communication which any party hereto may be
      required, or may elect, to give to anyone interested hereunder shall be
      sufficiently given if (a) deposited, postage prepaid, in a United States mail
      letter box, registered or certified mail, return receipt requested, addressed
      to
      such address as may be given herein, or (b) delivered personally at such
      address.





6.4  Counterparts.
      This Agreement may be executed through the use of separate signature pages
      or in
      any number of counterparts and by facsimile, and each of such counterparts
      shall, for all purposes, constitute one agreement binding on all parties,
      notwithstanding that all parties are not signatories to the same counterpart.
      Signatures may be facsimiles.





6.5  Binding
      Effect. Except as otherwise provided herein, this Agreement shall be binding
      upon and inure to the benefit of the parties and their heirs, executors,
      administrators, successors, legal representatives and assigns. If the
      undersigned is more than one person, the obligation of the undersigned shall
      be
      joint and several and the agreements, representations, warranties and
      acknowledgments herein contained shall be deemed to be made by and be binding
      upon each such person and his heirs, executors, administrators and
      successors.





6.6  Entire
      Agreement. This Agreement and the documents referenced herein contain the entire
      agreement of the parties and there are no representations, covenants or other
      agreements except as stated or referred to herein and therein.





6.7  Assignability.
      This Agreement is not transferable or assignable by the
      undersigned.





6.8  Applicable
      Law. This Agreement shall be governed by and construed in accordance with the
      laws of the State of New York, without giving effect to conflicts of law
      principles.





6.9  Pronouns.
      The use herein of the masculine pronouns "him" or "his" or similar terms shall
      be deemed to include the feminine and neuter genders as well and the use herein
      of the singular pronoun shall be deemed to include the plural as well.





[Signature
      Page Follows]




8


**REGULATION
        S SUBSCRIPTION AGREEMENT**





IN
      WITNESS WHEREOF, the undersigned has executed this Agreement dated as of the
      close of business on the third day of March, 2008.





**Purchase
      of Units consisting of the following:**





**Purchase
      Price Per Unit: USD$2.00 (Two Dollars and 00/100 Cents)** **.**





**Aggregate
      Amount of Investment: U.S. $940,900 (Nine Hundred Forty Thousand Nine Hundred
      U.S. Dollars) (One Million Australian Dollars)**





**Shares** **:
      470,450 (Four Hundred Seventy Thousand Four Hundred Fifty) Shares**





**Warrants** **:
      Warrant exercisable for the purchase of 117,613 (One Hundred Seventeen Thousand
      Six Hundred Thirteen) Shares, exercisable at $.25 per share.**








PARTNERSHIP,
      CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER SUBSCRIBER








**Rudana
      Investment Group AG**


(Print
      Name of Entity)


Address:





By:/s/
      Christian Daeniker


Name:
      Christian Daeniker


Title:
      Director








By:/s/ Thomas Schoni


Name:
      Thomas Schoni


Title:
      Director








**The
      Company hereby accepts the above application for subscription for Units on
      behalf of the Company.**





**4C
      CONTROLS INC.**








By:/s/ Gerald P. Sullivan


Name:
      Gerald P. Sullivan


Title:
      Chief Financial Officer


Date:




9




**REGULATION
        S SUBSCRIPTION AGREEMENT**





**Appendix
      A**





**Wiring
      Instructions**





**For
      Payment of Purchase Price**





The
      following are the wire instructions for the account into which the payment
      of
      the purchase price for the Units subscribed for should be wired.





**[
      Direct Wire to BQT Solutions Limited by Rudana Investment Group AG as a payment
      on behalf of 4C Controls Inc. ]**





In
      case
      the entity on behalf of which the transfer is taking place is different from
      the
      transferor, please make sure that the wire includes in the comments the name
      of
      the entity.








10





**REGULATION
      S SUBSCRIPTION AGREEMENT**





**INVESTOR
      QUESTIONNAIRE**





**A.**
            **General
                Information**1.
            Print
                Full Name of Investor:
            Individual:____________________________________First,
                Middle, LastPartnership,
                Corporation, Trust, Custodial Account, Other:____________________________________Name
                of Entity2.
            Address
                for Notices:
            ____________________________________________________________________________________________________________3.
            Name
                of Primary Contact Person and Title:
            ____________________________________
              ____________________________________4.
            Telephone
                Number:
            ____________________________________5.
            E-Mail
                Address:
            ____________________________________6.
            Facsimile
                Number:
            ____________________________________7.
            Permanent
                Address: (if different from Address for Notices above)
            ____________________________________





8.
            Authorized
                Signatory and Title:
            ____________________________________
                ____________________________________Telephone
                Number:
            ____________________________________Facsimile
                Number:
            ____________________________________




11