CHIEF
      TECHNOLOGY OFFICER SERVICE S
      AGREEMENT





CHIEF
      TECHNOLOGY OFFICER SERVICES AGREEMENT, dated this 10th day of July, 2008 (this
      “ Agreement ”),
      by
      and between 4C
      Controls Inc. ,
      (the
“Company”), and Riccardo Maggiora (the “Executive”).





WHEREAS,
      the Company desires to engage the Executive to serve the Company as the Chief
      Technology Officer and the Executive desires to serve as the Chief Technology
      Officer of the Company;





NOW
      THEREFORE, in consideration of the premises and the mutual agreements made
      herein, the Company and the Executive agree as follows:





1.  Services;
      Duties .
      The
      Company hereby engages the Executive to serve as Chief Technology Officer of
      the
      Company. The Executive shall serve the Company in such capacity for the
“ Services
      Period ”
as
      defined in Section 2. The Executive agrees that during the term of his services
      hereunder, he shall give his best effort, skill and abilities to promote the
      business and interests of the Company and its subsidiaries and affiliates as
      requested by the Board of Directors of the Company or a committee of the Board
      of Directors to which the Board of Directors has duly delegated authority
      thereof (the “ Board ”).
      The
      Executive shall devote such time to the services in the capacity of Chief
      Technology Officer as the Executive shall deem reasonably necessary. The Company
      acknowledges that Executive serves as an Assistant Professor at Politechnico
      di
      Torino and shall continue such service, therefore the Company agrees that the
      services of Executive shall be rendered on a part-time basis.





2.  Services
      Period .
      This
      Agreement shall have an initial term of three (3) years to be effective
      commencing as of the date hereof and ending on the third anniversary of thereof
      (the “ Services
      Period ”).
      The
      Company or the Executive may terminate this Agreement, with or without cause,
      upon ten (10) days notice to the other party.





3.  Compensation .





(a)  Shares .
      In
      consideration for services rendered to the Company, the Executive shall be
      paid
      a one time grant of one million shares of Company common stock par value
      $0.00001 per share  (the
      “Shares”). The officers of the Company shall order delivery of the Shares from
      the Company’s transfer agent as of the date of execution hereof and all such
      shares as and when issued shall be duly authorized, validly issued,
      non-assessable and unrestricted except to the extent provided herein and subject
      to any and all applicable laws, rules and regulations pertaining to the transfer
      of such Shares. All such Shares shall be deemed to be fully paid as of the
      date
      of issuance notwithstanding the Term of this Agreement. The Shares shall be
      delivered to Executive within ten (10) days of the date of execution of this
      Agreement. The Executive may sell or transfer the Shares at any time after
      an
      initial one-year holding period so long as (1) any such sale is made pursuant
      to
      an applicable exemption from registration under the U.S. Securities Act of
      1933,
      as amended (the “Securities Act”), such as Rule 144 if available, or pursuant to
      a registration statement which has been declared effective by the U. S.
      Securities & Exchange Commission and (2) such sale is made in accordance
      with the Company’s Policy Against Insider Trading.





Services
      Agreement





(b)  Expense
      Reimbursement .
      The
      Executive shall be entitled to reimbursement of reasonable pre-approved
      out-of-pocket expenses incurred in connection with travel and matters related
      to
      the Company's business and affairs if requests thereto are made and written
      approval is granted by the Chief Financial Officer of the Company in advance
      of
      incurring such expenses, in each case as further in accordance with Company
      policy as in effect from time to time.





(c)  Place
      of Services .
      The
      parties agree that the principal place of services to be rendered to the Company
      by Executive shall be in Italy and all compensation shall be paid to Executive
      in such jurisdiction.





4.  Trade
      Secrets .
      The
      Executive agrees that it is in the Company's legitimate business interest to
      restrict Executive’s disclosure or use of Trade Secrets and Confidential
      Information relating to the Company or its affiliates as provided herein, and
      Executive agrees not to disclose or use the Trade Secrets and/or Confidential
      Information relating to the Company or its affiliates for any purpose other
      than
      in connection with Executive’s performance of his duties to the Company or its
      affiliates. For purposes of this Agreement, “ Trade
      Secrets ”
shall
      mean all confidential and proprietary information belonging to, or licensed
      for
      use by, the Company (including prospective client lists, ideas, formulas,
      compositions, inventions (whether patentable or unpatentable and whether or
      not
      reduced to practice), know-how, manufacturing and production processes and
      techniques, research and development information, drawings, specifications,
      designs, plans, proposals, technical data, copyrightable works, financial and
      marketing plans and customer and supplier lists and information). **** For
      purposes of this Agreement, “ Confidential
      Information ”
shall
      mean all information belonging to, used by, or which is in the possession of
      the
      Company and relating to the Company’s business or assets specifically including,
      but not limited to, information relating to the Company’s products, services,
      strategies, pricing, customers, representatives, suppliers, distributors,
      technology, finances, employee compensation, computer software and hardware,
      inventions, algorithms, developments, in each case to the extent that such
      information is not required to be disclosed by applicable law or compelled
      to be
      disclosed by any governmental authority. Notwithstanding the foregoing, the
      terms “ Trade
      Secrets ”
and
      “ Confidential
      Information ”
do
      not
      include information that (i) is or becomes generally available to or known
      by
      the public (other than as a result of a disclosure by the Executive), provided , that the
      source of such information is not known by the Executive to be bound by a
      confidentiality agreement with the Company; or (ii) is independently developed
      by the Executive without violating this Agreement.




5.  Return
      of Documents and Property .
      Upon
      the expiration or termination of the Executive's services to the Company, or
      at
      any time upon the request of the Company, the Executive (or his heirs or
      personal representatives) shall deliver to the Company (a) all documents and
      materials (including, without limitation, computer files) containing Trade
      Secrets and Confidential Information relating to the business and affairs of
      the
      Company or its affiliates, and (b) all documents, materials, equipment and
      other
      property (including, without limitation, computer files, computer programs,
      computer operating systems, computers, printers, scanners, pagers, telephones,
      credit cards and ID cards) belonging to the Company or its affiliates, which
      in
      either case are in the possession or under the control of the Executive (or
      his
      heirs or personal representatives).


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        Agreement


6.  Discoveries
      and Works .
      All
      Discoveries and Works made or conceived by the Executive while working on
      Company matters which are not subject to intellectual property interests of
      any
      third parties, that relate to the Company's present or anticipated activities,
      or are used or useable by the Company, shall be governed by that certain License
      Agreement between the Company and Executive entered into as of even date
      herewith. For the purposes of this Section 6, (including the definition of
      “ Discoveries
      and Works ”)
      the
      term “ Company ”
shall
      include the Company and its affiliates. The term “ Discoveries
      and Works ”
      includes, by way of example but without limitation, Trade Secrets and other
      Confidential Information, patents and patent applications, service marks, and
      service mark registrations and applications, trade names, copyrights and
      copyright registrations and applications.





7.  No
      Conflicts .
      The
      Executive has represented and hereby represents to the Company and its
      affiliates that the execution, delivery and performance by the Executive of
      this
      Agreement do not conflict with or result in a violation or breach of, or
      constitute (with or without notice or lapse of time or both) a default under
      any
      contract, agreement or understanding, whether oral or written, to which the
      Executive is a party or of which the Executive is or should be aware and that
      there are no restrictions, covenants, agreements or limitations on his right
      or
      ability to enter into and perform the terms of this Agreement, and agrees to
      indemnify and save the Company and its affiliates harmless from any liability,
      cost or expense, including attorney’s fees, based upon or arising out of any
      such restrictions, covenants, agreements, or limitations that may be found
      to
      exist. For purposes of this Agreement, “ affiliate ”
shall
      include any subsidiary or strategic alliance partner in the case of the Company,
      and any person or entity directly or indirectly controlled by or controlling
      the
      Company.





8.  Non-competition .
      Except
      as authorized by the Board of Directors, during the Executive’s services to the
      Company, Executive will not (except as an officer, director, stockholder,
      employee, agent or consultant of the Company or any subsidiary or affiliate
      thereof) either directly or indirectly, whether or not for consideration, (i)
      in
      any way, directly or indirectly, solicit, divert, or take away the business
      of
      any person who is or was a customer of the Company, or in any manner influence
      such person to cease doing business in part or in whole with Company; (ii)
      engage in a Competing Business; (iii) except for investments or ownership
      in public entities, mutual funds and similar investments, none of which
      constitute more than 5% of the ownership or control of such entities, own,
      operate, control, finance, manage, advise, be employed by or engaged by, perform
      any services for, invest or otherwise become associated in any capacity with
      any
      person engaged in a Competing Business in the United States; or (iv) engage
      in
      any practice the purpose or effect of which is to intentionally evade the
      provisions of this covenant. For purposes of this section, “ Competing
      Business ”
means
      any company or business which is engaged directly or indirectly in any business
      carried on or planned to be carried on by the Company or any of its subsidiaries
      or affiliates.


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      Agreement




9.  Non-Solicitation .
      During
      the period of Executive’s services to the Company (the “ Restricted
      Period ”),
      the
      Executive, directly or indirectly, whether for his account or for the account
      of
      any other individual or entity, shall not solicit or canvas the trade, business
      or patronage of, or sell to, any individuals or entities that were either
      customers of the Company during the time the Executive provided services to
      the
      Company, or prospective customers with respect to whom a sales effort,
      presentation or proposal was made by the Company or its affiliates, during
      the
      one year period prior to the termination of the Executive’s services. The
      Executive further agrees that during the Restricted Period, he shall not,
      directly or indirectly, (i) solicit, induce, enter into any agreement with,
      or
      attempt to influence any individual who was an employee or consultant of the
      Company at any time during the time the Executive provided services to the
      Company, to terminate his or her services to the Company or to become employed
      by the Executive or any individual or entity by which the Executive is employed
      or (ii) interfere in any other way with the employment, or other relationship,
      of any employee or consultant of the Company or its affiliates.





10.  Enforcement .
      The
      Executive agrees that any breach of the provisions of this Agreement would
      cause
      substantial and irreparable harm, not readily ascertainable or compensable
      in
      terms of money, to the Company for which remedies at law would be inadequate
      and
      that, in addition to any other remedy to which the Company may be entitled
      at
      law or in equity, the Company shall be entitled to temporary, preliminary and
      other injunctive relief in the event the Executive violates or threatens to
      violate the provisions of this Agreement, as well as damages, including, without
      limitation consequential damages, and an equitable accounting of all earnings,
      profits and benefits arising from such violation, in each case without the
      need
      to post any security or bond. Nothing herein contained shall be construed as
      prohibiting the Company from pursuing, in addition, any other remedies available
      to the Company for such breach or threatened breach. A waiver by the Company
      of
      any breach of any provision hereof shall not operate or be construed as a waiver
      of a breach of any other provision of this Agreement or of any subsequent breach
      by the Executive.





11.  Determinations
      by the Company .
      All
      determinations and calculations with respect to this Agreement shall be made
      by
      the Board or any committee thereof to which the Board has delegated such
      authority, in good faith in accordance with applicable law, the certificate
      of
      incorporation and by-laws of the Company, in its sole discretion, and shall
      be
      final, conclusive and binding on all persons, including the Executive and the
      personal representative of his estate.





12.  Successors
      and Assigns .
      This
      Agreement shall inure to the benefit of and shall be binding upon (i) the
      Company, its successors and assigns, and any company with which the Company
      may
      merge or consolidate or to which the Company may sell substantially all of
      its
      assets, and (ii) Executive and his executors, administrators, heirs and legal
      representatives. Since the Executive’s services are personal and unique in
      nature, the Executive may not transfer, sell or otherwise assign his rights,
      obligations or benefits under this Agreement.





13.  Notices .
      Any
      notice required or permitted under this Agreement shall be deemed to have been
      effectively made or given if in writing and personally delivered, or sent
      properly addressed in a sealed envelope postage prepaid by certified or
      registered mail, or delivered by a reputable overnight delivery service. Unless
      otherwise changed by notice, notice shall be properly addressed to the Executive
      if addressed to the address of record then on file with the Company; and if
      to
      the Company as properly addressed to the Company’s corporate registered office.


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      Agreement




14.  Severability .
      It is
      expressly understood and agreed that although the Company and the Executive
      consider the restrictions contained in this Agreement to be reasonable and
      necessary for the purpose of preserving the goodwill, proprietary rights and
      going concern value of the Company, if a final determination is made by
      arbitration or any court having jurisdiction that any provision contained in
      this Agreement is invalid, the provisions of this Agreement shall not be
      rendered void but shall be deemed amended to apply as to such maximum time
      and
      territory and to such other extent as such arbitral body or court may determine
      or indicate to be reasonable. Alternatively, if the arbitrable body or court
      finds that any provision or restriction contained in this Agreement or any
      remedy provided herein is unenforceable, and such restriction or remedy cannot
      be amended so as to make it enforceable, such finding shall not affect the
      enforceability of any of the other restrictions contained therein or the
      availability of any other remedy. The provisions of this Agreement shall in
      no
      respect limit or otherwise affect the Executive's obligations under any other
      agreements with the Company.





15.  Counterparts .
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original but all of which together will constitute one and the same
      instrument.





16.  Effects
      of Termination .
      Notwithstanding anything to the contrary contained herein, if this Agreement
      is
      terminated or expires by its terms, the provisions of Sections 4-6 and 9-19
      of
      this Agreement shall survive and continue in full force and effect.
      Notwithstanding termination of this Agreement, the parties shall retain any
      and
      all rights and remedies of recourse for any breach of this Agreement which
      occurred during the Term of this Agreement, including any breach of Section
      8.





17.  Arbitration .
      All
      disputes and controversies arising out of or relating to this Agreement shall
      be
      finally settled and binding under the Rules of International Commercial Dispute
      Resolution of the American Arbitration Association (“ICDR”). The place of
      arbitration shall be New York. The Arbitration shall be conducted in English
      by
      three (3) arbitrators appointed in accordance with the ICDR rules. Any award,
      verdict or settlement issued under such arbitration may be entered by any party
      for order of enforcement by any court of competent jurisdiction. The arbitrator
      shall have no power to take interim measures he or she deems necessary,
      including injunctive relief and measures for the protection or conservation
      of
      property.





18.
            U.S.
                Securities Laws Compliance - Regulation S Representations.





(a)  The
      Executive understands and acknowledges that the Shares have not been registered
      under the Securities Act and are being offered in reliance upon the exemptions
      provided in Regulation S of the Securities Act and the Rules and Regulations
      promulgated thereunder. Accordingly, the Shares may not be offered or sold
      in
      the U.S. or to U.S. persons (as such term is used in Regulation S) unless the
      securities are registered under the Securities Act, or an exemption for the
      regulation requirements is available. Furthermore, hedging transactions
      involving the Shares may not be conducted unless in compliance with the
      Securities Act.


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      Agreement




(b)  The
      Executive acknowledges and agrees that the Company shall, and shall instruct
      its
      transfer agent to, refuse to register any transfer of the Common Stock issued
      hereunder, which are not made in accordance with the provisions of Regulation
      S,
      pursuant to registration under the Securities Act or pursuant to an available
      exemption from registration.





(c)  "Restricted
      Shares" means (a) the Shares and (b) any other shares of capital stock of the
      Company issued in respect of such shares (as a result of stock splits, stock
      dividends, reclassifications, recapitalizations or similar events); provided,
      however, that shares of Common Stock which are Restricted Shares shall cease
      to
      be Restricted Shares (x) upon any sale pursuant to a registration statement
      under the Securities Act, Section 4(1) of the Securities Act or Rule 144 under
      the Securities Act or (y) at such time as they become eligible for sale under
      Rule 144(k) under the Securities Act.





(d)  Restricted
      Shares shall not be sold or transferred unless either (i) they first shall
      have
      been registered under the Securities Act, or (ii) such sale or transfer is
      exempt from the registration requirements of the Securities Act.





(e)  Each
      certificate representing the Shares upon issuance to the Executive shall bear
      a
      legend substantially in the following form:





THE
      SECURITY OR SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
      ANY
      STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD TO ANY PERSON EXCEPT
      AS
      SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT: (1) IT
      WILL
      NOT RESELL OR OTHERWISE TRANSFER THE SHARES EVIDENCED HEREBY EXCEPT (A) IN
      AN
      OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S OR
      (B)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR ANOTHER THEN AVAILABLE EXEMPTION UNDER THE
      SECURITIES ACT AND STATE SECURITIES LAWS OR, (C) IN A TRANSACTION THAT DOES
      NOT
      REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS,
      OR
      (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
      UNDER
      THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH
      TRANSFER); (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO THE TRANSFER
      AGENT
      FOR THE COMMON STOCK SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION
      AS TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING
      MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR STATE SECURITIES LAWS; AND
      (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY
      IS
      TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. FURTHERMORE,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED HEREBY MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.


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The
      foregoing legend shall be removed from the certificates representing any
      Restricted Shares, at the request of the holder thereof, at such time as they
      become eligible for resale under Regulation S or pursuant to Rule 144 under
      the
      Securities Act.





(f)  The
      Executive makes the following special representations and warranties to the
      Company contained herein with the express intent that the same may be relied
      upon by the Company for purposes of determining the compliance with Regulation
      S
      promulgated under the Securities Act:





First,
            The
                Executive did not receive the offer for the Shares (the “Offer”), nor was
                he, she or it solicited to purchase the Shares, in the United States;
                that
                this Agreement has not been executed or delivered by the Executive
                in the
                United States, and neither the Executive nor any person acting on
                behalf
                of the Executive has engaged, directly or indirectly, in any negotiations
                with respect to the Offer or this Agreement in the United
                States;





Second,
            The
                Executive is not a U.S. person (i.e., (i) not an individual resident
                in
                the U.S.; (ii) a partnership or corporation organized or incorporated
                in
                the United States; (iii) an estate of which any executor or administrator
                is a U.S. person; (iv) a trust of which any trustee is a U.S. person;
                (v)
                a dealer holding an account for a customer; (vi) an agency or branch
                of a
                foreign entity located in the U.S.; or (vii) a partnership or corporation
                (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 and is not
                acquiring
                the Shares for the account or benefit of a U.S.
                person;





Third,
            The
                Executive is not purchasing the Shares as a result of or subsequent
                to (i)
                any advertisement, article, notice or other communication published
                in any
                newspaper, magazine or other publication or broadcast over television
                or
                radio in the U.S.; (ii) any promotional seminar or meeting in the
                U.S., or
                (iii) any solicitation by a person not previously known to him or
                it in
                connection with investments in securities generally;
                and





Fourth,
            The
                Executive expressly acknowledges that the Shares have not been registered
                under the Securities Act or under any U.S. state securities’ laws and that
                the Executive expressly agrees to transfer his, her or its Shares
                in the
                U.S. or to, or for the account or benefit of, U.S. persons only if
                (i) the
                Shares are duly registered under the Securities Act and all applicable
                state securities Laws; or (ii) there is an exemption from registration
                under the Securities Act, including any exemption from the registration
                requirements of the Securities Act which may be available pursuant
                to Rule
                903 or Rule 904 under Regulation S promulgated under the Securities
                Act,
                and all applicable state securities Laws; that prior to any such
                transfer
                the Company may require, as a condition affecting a transfer of the
                Shares, an opinion of counsel in form and substance satisfactory
                to the
                Company as to the registration or exemption therefrom under the Securities
                Act and applicable state securities Laws; that the Company is under
                no
                obligation to register the Shares under the Securities Act or any
                applicable state securities Laws on its or his or her behalf or to
                assist
                it or him or her in complying with any exemption from such
                registration;


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Fifth,
            Except
                as distributed by Executive in accordance with the requirements and
                provisions of Rule 903 of Regulation S (e.g., the Shares may be allocated
                and distributed to Executive’s managed accounts so long as such
                distribution is made by Executive in the manner specified by Rule
                903),
                the Shares will be acquired solely for the account of the Executive,
                for
                investment purposes only, and not with a view to, or for sale in
                connection with, any distribution thereof and with no present intention
                of
                distributing or reselling any part of the
                Shares.





Sixth,
            The
                Executive agrees not to sell, pledge, transfer, dispose of, or otherwise
                deal with or engage in hedging transactions involving, his or her
                Shares
                or any portion thereof except as otherwise permitted herein, unless
                and
                until counsel for the Company shall have determined that the intended
                disposition or action is permissible and does not violate the Securities
                Act or any applicable state securities Laws, or the rules and regulations
                thereunder.





Seventh,
            The
                Executive jurisdiction of principal place of business and corporate
                domicile, as set forth on the signature page hereto with respect
                to
                notices under this Agreement, is true and
                correct.





Eighth,
            The
                Executive hereby states that he/she is acquainted with the requirements
                of
                Section 13(d) of the Exchange Act and the rules and regulations issued
                thereunder. The Executive understands that, as a result of its acquisition
                of Shares, and in order to comply with Section 13(d) and the rules
                and
                regulations issued thereunder, Executive may be required to file
                a
                Schedule 13D and hereby agrees to make such filing if so
                required.


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19.  Miscellaneous .
      This
      Agreement constitutes the entire agreement, and supersedes all prior agreements,
      of the parties hereto relating to the subject matter hereof, and there are
      no
      written or oral terms or representations made by either party other than those
      contained herein. Any and all taxes applicable to the compensation granted
      to
      the Executive hereunder shall be at the sole cost and charge of the Executive
      and the Executive shall indemnify and hold harmless the Company with respect
      to
      any and all taxes due and payable by Executive in such regard. This Agreement
      cannot be modified, altered or amended except by a writing signed by both
      parties. No waiver by either party of any provision or condition of this
      Agreement at any time shall be deemed a waiver of such provision or condition
      at
      any prior or subsequent time or of any other provision or condition at the
      same
      or any prior or subsequent time.








**[Signature
      Page Follows]**


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      Agreement


IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.





**EXECUTIVE**/s/
                Riccardo MaggioraName:Riccardo
                Maggiora**THE
                COMPANY: 4C CONTROLS INC.**By:Name:
                Barbara S. SalzTitle:
                Corporate Secretary





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