**AMENDED
      & RESTATED SECURITIES PURCHASE AGREEMENT**





**BY
      AND AMONG**





**4C
      CONTROLS INC.**





**AND**





**BQT
      SOLUTIONS LIMITED**


**BQT
      SATELLITES LIMITED**


**BQT
      SECURITY SYSTEMS PTY LTD**





THIS
      AMENDED & RESTATED SECURITIES PURCHASE AGREEMENT (this “ Agreement ”),
      dated
      April __, 2008, is entered into by and among 4C Controls Inc., a Nevada
      corporation having its principal offices at Rockefeller
      Center, 1230 Avenue of the Americas - 7th Floor, New York, NY 10020 (“ Amici ”),
      BQT
      Solutions Limited ACN 000 029 265 (“ BQT
      Solutions ”),
      BQT
      Satellites Limited ACN 126 450 726 (“ BQT
      Satellites ”),
      BQT
      Intelligent Security Systems Pty Ltd ACN 126 450 584 (“ BQT
      Security ”)
      and
      together with BQT Solutions and BQT Satellites, the “ BQT
      Companies ”)
      each
      of which is an Australian corporation having its principal office at Level
      4, 65
      Epping Road, North Ryde NSW 2113.





WITNESSETH
      :





WHEREAS,
      BQT Solutions agreed in principle to an Executive Investment Proposal (the
      “ Original
      Proposal ”),
      introduced by Prime Asset Finance Limited (“ PAF ”)
      regarding investment in BQT Solutions;





WHEREAS,
      BQT Solutions agreed in principle to a Revised Executive Investment Proposal
      (the “ Revised
      Proposal ”),
      dated
      January 28, 2008, regarding the acquisition of the Amici Shares and the Amici
      Options, and which replaced the Original Proposal;





WHEREAS,
      BQT Solutions agreed in principle to a Second Revised Executive Investment
      Proposal (the “ Second
      Revised Proposal ”),
      dated
      January 31, 2008, regarding the acquisition of the Amici Shares and the Amici
      Options, which replaced and restated the Revised Proposal;





WHEREAS,
      the parties previously formalized the terms and conditions set forth in the
      Second Revised Proposal in a securities purchase agreement dated March 19,
      2008
      (the “ First
      Securities Purchase Agreement ”);





WHEREAS,
      the parties wish to revise certain of the terms and conditions set forth in
      the
      First Securities Purchase Agreement to reflect more accurately and precisely
      the
      economic premises that the parties had contemplated in the Original Proposal,
      the Revised Proposal and the Second Revised Proposal and to replace the First
      Securities Purchase Agreement with this Agreement;





WHEREAS,
      BQT Solutions desires to consolidate its outstanding ordinary shares at a
      reduction ratio of seven-to-one and whereby for each fraction of a share
      resulting after the seven-for-one consolidation of shares a full new share
      shall
      be issued (the “ Consolidation ”);









WHEREAS,
      Amici desires to acquire additional ordinary shares of BQT Solutions (the
“ Amici
      Shares ”),
      and
      BQT Solutions wishes to issue the Amici Shares;





WHEREAS,
      Amici desires to acquire stock options whereby Amici would receive, subject
      to
      approval of the shareholders of BQT Solutions and after giving effect to the
      proposed seven-for-one share consolidation (as defined below), nine million
      five
      hundred thousand (9,500,000) ordinary shares of BQT Solutions and BQT Solutions
      wishes to issue to Amici said stock options at an exercise price of AUD$0.10
      per
      share (the “ Amici
      Options ”);





WHEREAS,
      Amici desires to acquire forty percent (40%) of the ordinary shares of BQT
      Satellites (the “ Satellite
      Shares ”;
      the
      Satellite Shares,  the
      Amici
      Shares and the Amici Options together hereinafter referred to as the
“ Acquired
      Securities ”);





WHEREAS,
      Amici desires to relinquish its
      rights to acquire shares of BQT Security and BQT Solutions desires to release
      Amici from any and all obligations in respect of financing arrangements thereto;
      and





WHEREAS,
      BQT Solutions has decided that it will not implement the BQT Security
      development program through a separate subsidiary, BQT Solutions having decided
      to implement said development program directly as BQT Solutions;





WHEREAS,
      the parties wish to amend and restate the terms of agreement as between the
      Company and PAF with respect to options granted pursuant to prior services
      rendered by PAF; and





WHEREAS,
      with respect to any and all stock options to be issued under this Agreement,
      all
      such stock options refer to shares that shall not be issued at the time the
      stock options are issued but only to shares that will be issued at the time
      any
      such stock options are exercised.





NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and intending to be legally bound
      hereby, the parties agree as follows:





1.  Issue
      of
      the Amici Shares.





1.1  Shares.





(a)  Purchase
      Price Per Share. Subject to the terms and conditions stated herein, BQT
      Solutions shall issue and allot to Amici, and Amici shall accept and acquire,
      the Amici Shares and any and all rights in the shares as set forth herein.
      The
      Amici Shares will be subscribed for and purchased in tranches.





(b)  First
      Tranche. The parties acknowledge and agree that the first tranche of
      AUD$1 million has been paid to BQT Solutions on March 3, 2008 in
      consideration of which five million (5,000,000) ordinary shares of BQT Solutions
      have been issued to Amici at a purchase price of AUD$0.20 per share.





(d)  Second
      Tranche. After completion of the conditions to the financing specified in
      Sections 6.1, 6.3 and 6.10 below and subject to BQT shareholder approval of
      the
      issue, Amici shall prior to the Consolidation pay to BQT Solutions an aggregate
      of AUD$680,000 in consideration of which three million four hundred thousand
      (3,400,000) pre-Consolidation ordinary shares of BQT Solutions shall be issued
      to Amici (the “Second Tranche”) at a purchase price of AUD$0.20 per share
      pre-Consolidation.









(e)  Third
      Tranche. Following the closing of the Second Tranche and after the Consolidation
      is completed and subject to BQT shareholder approval of the issue, Amici shall
      pay to BQT Solutions an aggregate of AUD$2,320,000 in consideration of which
      eleven million six hundred thousand (11,600,000) post-Consolidation ordinary
      shares of BQT Solutions shall be issued to Amici (the “Third Tranche”) at a
      purchase price of AUD$0.20 per share post-Consolidation.





(f)  Summary
      of Share Purchases. For purposes of clarity the following sets out the summary
      of the share purchases by Amici of the ordinary shares of BQT
      Solutions:





Tranche
            Shares
            Purchase
                Price
              Per
                Share
            Purchase
                PriceFirst
                Tranche
            5,000,000
            AUD$0.20
            AUD$1,000,000Second
                Tranche
            3,400,000
            AUD$0.20
            AUD$ 680,000Subtotal
            8,400,000Consolidation
                (1:7)
            1,200,000Third
                Tranche
            11,600,000
            AUD$0.20
            AUD$2,320,000Total
            12,800,000
            
            AUD$4,000,000





(g)  All
      Amici
      Shares shall be issued to Amici in uncertificated form. In the event that BQT
      Solutions fails to meet the conditions to financing set forth herein, Amici
      shall have no obligations to purchase or subscribe for shares of BQT Solutions
      hereunder.





(h)  BQT
      Solutions will comply with sections 708A(5), (6) and (7) of the Corporations
      Act
      2001 (Cth) with respect to the issue of the Second Tranche and Third Tranche
      shares.





1.2  Options.
      Subject to shareholder approval and
      following the Consolidation, BQT Solutions shall grant the Amici Options, which
      following the Consolidation shall consist of options granted to Amici for the
      issue of nine million five hundred thousand (9,500,000) shares of BQT Solutions,
      at an exercise price (following the Consolidation) of AUD$0.10 per share. 
The shares constituting the Amici Shares and underlying the Amici Options are
      referred to as the “ Financing
      Shares ”. 
      For purposes of clarity, the Amici Options will be issued after the
      Consolidation and the AUD $0.10 per share exercise price of the Amici Options
      shall not be subject to price adjustment for the Consolidation.  The Amici
      Options will be promptly issued proportionately within five business days after
      the later of the Consolidation and proportionately upon the receipt of each
      tranche of the financings by Amici of the BQT Companies as described herein.
      The
      options may be exercised by Amici at any time on or before December 31, 2013
      by
      written notice to BQT Solutions pursuant to which BQT Solutions shall issue
      the
      underlying shares thereof upon payment thereto no later than one (1) business
      day following such date of exercise. No shares shall be issued in respect of
      the
      Amici Options unless and until exercise of the Amici Options. Upon exercise
      of
      any of the Amici Options, BQT shall apply for quotation of the underlying shares
      as soon as possible and in any event within five business days after such
      exercise.





2.  Ancillary
      Transactions.









2.1  B QT
      Satellites. Subject to the terms and conditions stated herein, at the Closing
      (as defined below), Amici will subscribe for the Satellite Shares in
      consideration for the payment of AUD$14 million, in order to fund BQT Satellites
      to commence operations of the business described in the business plan prepared
      by PriceWaterhouseCoopers. The Satellite Shares acquired by Amici shall
      represent forty percent (40%) of the issued and outstanding shares of BQT
      Satellites. BQT Solutions accepts and agrees that its sixty percent (60%) equity
      stake in BQT Satellites will be reduced to twenty percent (20%). For purposes
      of
      clarity, no shareholder of BQT Satellites will be required to sell or transfer
      any shares to Amici.  BQT Solutions will after the purchase set out in this
      Section 2 vote for the election of directors of BQT Satellites as nominated
      by
      Amici and agree to the appointment of officers of BQT Satellites as appointed
      by
      the newly appointed BQT Solutions Group CEO . The parties hereto shall take
      all
      necessary actions to draft and execute any and all supplementary agreements
      necessary to implement the terms and conditions of this Section 2.





2.2  BQT
      Security. Amici hereby relinquishes any and all prior rights to acquire equity
      interests in BQT Security. BQT Solutions hereby undertakes to assign any and
      all
      rights of BQT Security to BQT Solutions and to liquidate and terminate the
      existence of BQT Security as soon as reasonably possible. Amici and BQT
      Solutions both accept and agree that BQT
      Solutions will not implement the BQT Security development program through its
      subsidiary BQT Security, with BQT Solutions having determined to implement
      the
      relevant development program directly as BQT Solutions, and as such Amici will
      not provide financing to BQT Security.





3.  Limited
      Private Placement. Before the Consolidation, BQT Solutions shall undertake
      a
      limited private placement of up to eight million four hundred thousand
      (8,400,000) newly issued ordinary shares of BQT Solutions (the “ Private
      Placement Shares ”).
      The
      Private Placement Shares shall be offered only to the 30 (thirty) largest
      shareholders of record of BQT Solutions as of the date of notice for the
      shareholder meeting called to approve the matters set forth herein, provided
      that all such shareholders fall within an exemption in section 708 of the
      Corporations Act 2001 (Cth) and all of which must qualify for participation
      in
      such private placement under applicable regulatory rules. None of Amici or
      any
      of its subsidiaries or affiliates will participate in the limited private
      placement. The Private Placement Shares shall be offered at a price of AUD$0.05
      per share. BQT Solutions will comply with sections 708A(5), (6) and (7) of
      the
      Corporations Act 2001 (Cth) with respect to the issue of the Private Placement
      Shares.





4.  Closing.
      The closing (the “ Closing ”)
      of the
      transactions contemplated under Section 2 hereof shall take place at such place
      as the parties hereto may agree, provided, however, time is of the essence
      and
      the Closing shall not be later than ten (10) business days from the date on
      which BQT Solutions receives a total of AUD$3 million pursuant to the Second
      Tranche and Third Tranche payments referred to in Section 1.1
      hereof.





5.  Representations
      and Warranties; Indemnification.





5.1  Representations
      and Warranties of Amici. As an inducement to BQT Companies to enter into this
      Agreement and to consummate the transactions contemplated herein, Amici
      represents and warrants to the BQT Companies as follows, all of which are true
      and complete as of the date of this Agreement and as of the Closing, except
      to
      the extent set forth on a disclosure schedule attached hereto referencing the
      Section and paragraph number of the provision herein corresponding to such
      exception:









(a)  Organization
      of Amici. Amici 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. Amici is duly qualified as a foreign corporation to
      do
      business and is in good standing in every jurisdiction in which the nature
      of
      the business conducted or property owned by it makes such qualification
      necessary, other than those in which the failure so to qualify would not have
      a
      material adverse effect on the business, operations, properties, prospects
      or
      condition (financial or otherwise) of Amici. Amici has, prior to the execution
      of this Agreement, delivered or made available to the BQT Companies true and
      complete copies of its (i) Certificate of Incorporation with all amendments
      thereto; and (ii) By-laws, in each case as in effect on the date of Closing.
      Amici is not in default under or in violation of any provision of its
      Certificate of Incorporation or By-laws.





(b)  Authority.
      (1) Amici has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement; (2) the execution and delivery
      of
      this Agreement by Amici 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 Amici or its Board
      of Directors or stockholders is required; and (3) this Agreement has been duly
      executed and delivered by Amici and constitutes a valid and binding obligation
      of Amici enforceable against Amici 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.





(c)  No
      Conflicts. The execution, delivery and performance of this Agreement by Amici
      and the consummation by Amici of the transactions contemplated hereby, do not
      and will not (1) result in a violation of the Certificate of Incorporation
      or
      By-Laws of Amici, or (2) 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 Amici
      is
      a party, or (3) 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 Amici or by which any property
      or
      asset of Amici 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 Amici) nor is Amici otherwise in violation of, conflict with
      or in
      default under any of the foregoing. The business of Amici is not being conducted
      in violation of any law, ordinance or regulation of any governmental entity,
      except for possible violations that either singly or in the aggregate do not
      and
      will not have a material adverse effect on the business, operations, properties,
      prospects or condition (financial or otherwise) of Amici. Amici is not required
      under 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 (other than any SEC, FINRA or state securities
      filings that may be required to be made by Amici subsequent to the Closing,
      and
      any shareholder approval required by the rules applicable to companies whose
      common stock trades on the Over The Counter Bulletin Board); provided that,
      for
      purposes of the representation made in this sentence, Amici is assuming and
      relying upon the accuracy of the relevant representations and agreements of
      the
      BQT Companies herein.









(d)  Full
      Disclosure. No representation or warranty made to the BQT Companies by Amici
      in
      this Agreement omits to state a material fact necessary to make the statements
      herein, in light of the circumstances in which they were made, not misleading.





5.2  Representations
      and Warranties regarding the BQT Companies. As
      an
      inducement to Amici to enter into this Agreement and to consummate the
      transactions contemplated herein, each of the BQT Companies represents and
      warrants to Amici as follows regarding matters pertaining to the BQT Companies,
      all of which are true and complete as of the date of this Agreement and as
      of
      the Closing, except to the extent set forth on a disclosure schedule attached
      hereto referencing the section and paragraph number of the provision herein
      corresponding to such exception:





(a)  Ownership.
      Amici will receive good and transferable title to the Acquired Securities
      pursuant to the terms of this Agreement, free and clear of all encumbrances.
      There are no stockholders' agreements, voting trust, proxies, options, warrants,
      convertible instruments, rights of first refusal or any other agreements or
      understandings with respect to the Acquired Securities. Except
      as
      contemplated by this Agreement, there are no preemptive or similar rights to
      purchase or otherwise acquire shares of the capital stock of the BQT Companies
      pursuant to any provision of law, the Certificate of Registration or
      Constitution (in each case, as amended and in effect on the date hereof), or
      any
      agreement to which any of the BQT Companies is a party.





(b)  Organization
      of the BQT Companies. Each of the BQT Companies is a corporation duly organized
      and validly existing and in good standing under the laws of the State of
      Australia in which it is incorporated, and has all requisite power and authority
      to carry on its business as now being conducted. Each of the BQT Companies
      is
      duly qualified to do business and is in good standing in every jurisdiction
      in
      which the nature of the business conducted or property owned by it makes such
      qualification necessary, other than those in which the failure so to qualify
      would not have a material adverse effect on the business, operations,
      properties, prospects or condition (financial or otherwise) of the BQT
      Companies. None of the BQT Companies is in default under or in violation of
      any
      provision of its Certificate of Registration or Constitution.





(c)  Authority.
      (1) Each of the BQT Companies has the requisite corporate power and authority
      to
      enter into and perform its obligations under this Agreement and the agreements
      contemplated hereby except shareholder approval where that is required by law
      or
      the Listing Rules of Australian Securities Exchange Ltd (“ ASX
      Listing Rules ”);
      (2)
      the execution and delivery of this Agreement by each of the BQT Companies 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 any of the BQT Companies or its Board of Directors or
      stockholders is required except shareholder approval where that is required
      by
      law or the ASX Listing Rules; and (3) this Agreement has been duly executed
      and
      delivered by each of the BQT Companies and constitutes a valid and binding
      obligation of each of the BQT Companies, enforceable against each of the BQT
      Companies 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.









(d)  Documents.
      None of the BQT Companies have provided to Amici any information that 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.





(e)  Issuances.
      When delivered as herein provided, the Amici Shares, the Satellite Shares and
      the Security Shares shall be duly authorized, validly issued, fully paid.
      Neither the issuance of the Acquired Securities pursuant to, nor any of the
      BQT
      Companies’ performance of its obligations under this Agreement shall result in
      (1) the creation or imposition of any liens, charges, claims or other
      encumbrances upon the Acquired Shares; or (2) the creation of rights of any
      person to acquire additional shares of any of the BQT Companies.





(f)  No
      Conflicts. The execution, delivery and performance of this Agreement by the
      BQT
      Companies and the consummation by the BQT Companies of the transactions
      contemplated hereby, do not and will not (1) result in a violation of the
      Certificate of Registration or Constitution of any of the BQT Companies, or
      (2)
      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
      one
      or more agreements that individually or in the aggregate are material,
      indenture, instrument or any "lock-up" or similar provision of any underwriting
      or similar agreement to which any of the BQT Companies is a party, or (3),
      so
      far as the BQT Companies are aware, 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 any of the
      BQT
      Companies or by which any property or asset of any of the BQT Companies is
      bound
      or affected (except, in the case of (2) and (3), 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 each of the BQT Companies or its ability to consummate the
      transaction contemplated hereby) nor is any of the BQT Companies otherwise
      in
      violation of, conflict with or in default under any of the foregoing of which
      it
      is aware. The business of each of the BQT Companies is not being conducted
      in
      violation of any law, ordinance or regulation of any governmental entity, except
      for possible violations that either singly or in the aggregate do not and will
      not have a material adverse effect on the business, operations, properties,
      prospects or condition (financial or otherwise) of any of the BQT Companies.





(g)  Disclosures.
      All forms, reports and documents required to be filed with all applicable
      securities regulatory authorities (a) have been filed in a timely manner and
      complied in all material respects with the applicable requirements of all
      applicable laws and regulations and (b) did not at the time they were filed
      (or
      if amended or superseded by a filing prior to the date of this Agreement, then
      on the date of such filing) contain any untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein or necessary in
      order to make the statements therein, in the light of the circumstances under
      which they were made, not misleading.





6.  Covenants
      and Agreements of the BQT Companies. Each of the BQT Companies hereby covenants
      and agrees as follows:









6.1  Within
      five (5) business days of the date first set forth above, BQT Solutions will
      have completed all necessary steps required by the ASX Listing Rules to seek
      its
      shareholders’ approval at a general meeting.





6.2  After
      the
      Consolidation, BQT Solutions will undertake a rights issue of up to
      AUD$6,000,000 consisting of ordinary shares of BQT Solutions (the “ Rights
      Issue Shares ”).
      The
      Rights Issue Shares shall be offered only to the existing shareholders of record
      of BQT Solutions on a pro-rata basis as of the record date for the issue. To
      the
      extent that Rights Issue Shares are not taken up by any of the shareholders
      to
      whom the offer is made they shall be re-allocated for subscription to the
      subscribing shareholders of record. The Rights Issue Shares shall be offered
      at
      a price per share of AUD$0.35.





6.3  BQT
      Solutions will immediately commence all required corporate actions necessary
      to
      authorize and complete the Consolidation at a reduction ratio of 7-to-1 to
      reduce outstanding BQT Solutions ordinary shares.





6.4  BQT
      Solutions will subject to shareholder approval promptly upon recommendation
      of
      the newly appointed BQT Solutions Group CEO adopt a new corporate name which
      brands the new global BQT security surveillance systems structure and
      international business strategy.





6.5  BQT
      Solutions will promptly commence all requisite actions necessary to register
      all
      of the Financing Shares and not less than 80% of all issued and outstanding
      BQT
      shares for trading in the United States on the Nasdaq or the New York Stock
      Exchange (with such registration to be as American Depository Receipts,
“ ADRs ”)
      and
      Amici will procure that BQT Solutions has appropriate legal representation
      in
      the United States that enables BQT Solutions to comply with this Section 6.4
      and
      Section 6.6.





6.6  BQT
      Solutions will, promptly upon recommendation of the newly appointed BQT
      Solutions Group CEO, initiate the process of seeking supplemental listings
      of
      BQT Solutions shares on European stock exchanges, including Frankfurt, Milano,
      London, and Swiss exchanges.





6.7  BQT
      Solutions will register all of the Financing Shares as ADRs and will grant
      rights to Amici to convert their BQT shares to registered ADRs.





6.8  BQT
      Solutions will promptly and no later than May 31, 2008, seek any and all
      corporate and regulatory consents necessary to execute the Consolidation and
      the
      issuance of the options described above, including without limitation, approval
      of the grant of options to Amici and the Managers as specified in this Agreement
      at the exercise price of AUD $0.10 per share without adjustment in respect
      of
      the Consolidation, or take alternative actions to obtain the same economic
      result.





6.9  BQT
      Solutions will promptly adopt and implement the corporate plan to be further
      defined by the newly appointed BQT Solutions Group CEO.





6.10  The
      BQT
      Solutions Board will grant the
      newly appointed BQT Solutions Group CEO a full
      mandate over each of the BQT Companies to manage and complete the expansion
      plan
      referred to in the announcement made by BQT Solutions to the Australian
      Securities Exchange on March 3, 2008. The BQT Solutions Group CEO will be
      resident in Dubai in order to facilitate travel between Australia and Italy.
      6.11  BQT
      Solutions will use the AUD$4 million proceeds from issue of the Amici
      Shares as follows:









(a)
            AUD$1
                million for working capital.





(b)
            AUD$2.5
                million for working capital and company
                restructuring.





(c)
            AUD$500,000
                for public relations, investment relations, company promotion and
                advisory
                services.




6.12  Amici
      will make the balance of the financing payments as follows:





(a)
            AUD$680,000
                of the AUD$4 Million purchase price for the Amici Shares will be
                paid to
                BQT Solutions upon BQT Solutions receiving all corporate and regulatory
                consents necessary to execute the 7-to-1 Consolidation and the issuance
                of
                the options described above (but prior to the 7-to-1
                Consolidation).





(b)
            AUD$2,320,000
                of the AUD$4 Million purchase price for the Amici Shares will be
                paid to
                BQT Solutions upon the completion of the 7-to-1
                Consolidation.





(b)
            AUD$14
                Million will be paid in the form of an increase in share capital
                but which
                at the Closing Date will not materially dilute the percentage ownership
                of
                any other shareholder of BQT Satellites) upon fulfillment of the
                conditions in Sections 6.3 and 6.5 hereof, of which AUD $1 Million
                will be
                used by BQT Satellites in connection with technology license and
                acquisition contracts with Politechnico di
                Torino.





7.  Covenants
      and Agreements regarding Manager Fees and Options.





7.1  BQT
      Solutions and BQT Satellites agree to pay PAF and Arimathea
      Limited (“ Arimathea ”)
      in
      accordance with their respective agreements with the Company (PAF and Arimathea
      each, a “ Manager ”
and
      collectively the “ Managers ”),
      for
      their respective work in facilitating the financings described above
      (collectively, the “ Financing ”),
      a
      commission of eight per cent (8%) of the respective capital received from Amici
      and introduced by the Managers (the “ Commission ”). 
      The Commission amount shall be paid via wire transfer as directed in writing
      by
      the Managers on the first business day following receipt by BQT Solutions of
      the
      Financing proceeds and pro rata in proportion to the funds received.  For
      purposes of clarity, there shall be no duplication of Commissions due or payable
      to the Managers and the Commission is payable by the respective recipient
      companies.





7.2  In
      addition to the Commission, in further consideration for the respective work
      of
      the Managers on behalf of the BQT Companies in relation to the Financing, BQT
      Solutions shall, subject to BQT Solutions shareholder approval, grant to each
      Manager options for the issue of four million five hundred thousand (4,500,000)
      ordinary shares of BQT Solutions (post Consolidation) at an exercise price
      (post
      Consolidation) of AUD $0.10 per share (the “ Manager
      Options ”). 
      Upon exercise of any of the Manager Options, BQT shall apply for quotation
      of
      the underlying shares as soon as possible and in any event within five business
      days after such exercise.









7.3  The
      Manager Options will be issued after the BQT Solutions Consolidation and pro
      rata in proportion to the funds received.





7.4  The
      Manager Options shall be issued to the Managers at the address indicated by
      the
      respective Manager within five business days after BQT Solutions has received
      a
      total of AUD$3 million pursuant to the Second Tranche and Third Tranche payments
      referred to in Section 1.1 hereof. The Manager Options may be exercised by
      the
      Managers at any time on or before December 31, 2013 by written notice to BQT
      Solutions.





7.5  All
      54,000,000 issued and outstanding BQT Solutions options previously granted
      to
      PAF will be amended so that they expire on or before December 31, 2008. After
      the Consolidation, and subject to BQT shareholder approval, BQT Solutions shall
      issue seven million seven hundred fourteen thousand two hundred eighty six
      (7,714,286) new options that may be exercised at a purchase price of AUD$0.10
      per share at any time but no later than December 31, 2013 (“ New
      Options ”). 
      The full terms and conditions of the Manager Options and New Options shall
      be
      set forth in a supplemented written document, which shall be in form and
      substance acceptable to the Mangers and which complies with the ASX Listing
      Rules. The Managers will have the right to convert all BQT shares underlying
      the
      Manager Options and New Options (collectively, the “ Manager
      Shares ”)
      to
      ADRs. BQT will register a sufficient number of ADRs for trading on the U.S.
      Nasdaq or New York Stock Exchange to accommodate the conversion of all of the
      Manager Shares to ADRs.  Amici will procure that BQT Solutions has
      appropriate legal representation in the United States that enables BQT Solutions
      to comply with this Section 7.4. Upon exercise of any of the New Options, BQT
      shall apply for quotation of the underlying shares as soon as possible and
      in
      any event within five business days after such exercise.





7.6  All
      options held by current members of the BQT Solutions board of directors will
      be
      amended to expire on December 31, 2008 (the “ Current
      Director Options ”).
      After
      the Consolidation, subject to BQT shareholder approval, BQT Solutions shall
      issue new options in amount equal to seven times less than the prior respective
      outstanding amount of such options and which shall be exercisable until December
      31, 2013 (the “ New
      Director Options ”).
      The
      New Director Options shall be issued at an exercise price of AUD$0.10 per share,
      subject to substantially similar terms and conditions of vesting as of the
      Current Director Options but the New Director Options may not be exercised
      until
      one year after the date of issue. The full terms and conditions of the New
      Director Options shall be set forth in a supplemented written document which
      shall be in the customary written format for Directors. The New Director Options
      shall be exercised by written notice to BQT Solutions. ** Upon
      exercise of any of the New Director Options, BQT shall apply for quotation
      of
      the underlying shares as soon as possible and in any event within five business
      days after such exercise.





8.  Termination.





(a)  This
      Agreement shall terminate prior to the Closing upon the occurrence of any of
      the
      following: (i) the written agreement of the parties; (ii) the bankruptcy,
      insolvency, receivership or involuntary dissolution of any of the parties;
      (iii)
      at the election of Amici if the covenants of BQT Solutions set forth in Section
      6 of this Agreement shall not have occurred on or before June 30, 2008; (iv)
      at
      the election of Amici if the shareholders do not approve any and all of the
      resolutions necessary to give this Agreement full force and effect; and (v)
      at
      the election of Amici if any event material adverse event occurs with respect
      to
      BQT Solutions (other than through failure of Amici to comply with its
      obligations under this Agreement).









(b)  In
      the
      event of the termination of this Agreement pursuant to Section 8, this Agreement
      shall forthwith become null and void, and there shall be no further obligation
      or liability hereunder on the part of any party hereto or its officers,
      directors, or stockholders. Notwithstanding the foregoing sentence, the
      provisions of this Section 8 and the provisions of Section 9 shall remain in
      full force and effect and survive any termination of this Agreement.





9.  Miscellaneous.





(a)  Notices.
      All notices or other communications required or permitted hereunder shall be
      in
      writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly given (i) if by personal delivery, when so delivered;
      (ii)
      if mailed, three (3) business days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid and addressed to
      the
      intended recipient as set forth below; or (iii) if sent through an overnight
      delivery service in circumstances to which such service guarantees next day
      delivery, the day following being so sent to the address of the intended
      recipient as first set forth above. Any party may change the address to which
      notices and other communications hereunder are to be delivered by giving the
      other parties notice in the manner herein set forth.





Notice Address of Amici:
            4C Controls Inc.7th Floor
            Rockefeller
                Center, 1230 Avenue of Americas,
              
              New
                York, NY 10020Notice Address of BQT Companies:
            Level 4, 65 Epping RoadNorth Ryde NSW
              2113





(b)  Choice
      of
      Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of New York, without giving effect to any choice of law or conflict
      of
      law provision or rule (whether New York or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than New York.
      Any
      dispute, controversy or claim arising out of or relating to this contract,
      including the formation, interpretation, breach or termination thereof,
      including whether the claims asserted are arbitrable, shall be referred to
      and
      finally determined by arbitration administered by the American Arbitration
      Association in accordance with its International Arbitration Rules. The tribunal
      shall consist of a sole arbitrator. The place of arbitration shall be New York,
      New York. The arbitration shall be conducted in English. The sole arbitrator
      may
      grant any remedy or relief, including but not limited to specific performance.
      The prevailing party in any such arbitration shall be entitled to recover its
      share of the arbitration costs, including but not limited to its attorneys’ fees
      and any other costs incurred in its representation, in proportion to such
      party’s award. Judgment upon the award rendered by the arbitrator may be entered
      by any court having jurisdiction thereof.





(c)  Entire
      Agreement. This Agreement sets forth the entire agreement and understanding
      of
      the parties in respect of the transactions contemplated hereby and supersedes
      all prior and contemporaneous agreements, arrangements and understandings of
      the
      parties relating to the subject matter hereof including but not limited to
      the
      Original Proposal, the Revised Proposal, the Second Revised Proposal and the First
      Securities Purchase Agreement .
      This
      Agreement replaces the First
      Securities Purchase Agreement and the First Securities Purchase Agreement is
      now
      null and void. No
      representation, promise, inducement, waiver of rights, agreement or statement
      of
      intention has been made by any of the parties which is not expressly embodied
      in
      this Agreement, such other agreements, notes or instruments related to this
      transaction executed simultaneously herewith, or the written statements,
      certificates, schedules or other documents delivered pursuant to this Agreement
      or in connection with the transactions contemplated hereby.









(d)  Assignment.
      Each party's rights and obligations under this Agreement shall not be assigned
      or delegated, by operation of law or otherwise, without the other party's prior
      consent, and any such assignment or attempted assignment shall be void, of
      no
      force or effect, and shall constitute a material default by such
      party.





(e)  Amendments.
      This Agreement may be amended, modified, superseded or cancelled, and any of
      the
      terms, covenants, representations, warranties or conditions hereof may be
      waived, only by a written instrument executed by each party, in the case of
      a
      waiver, by the party waiving compliance.





(f)  Waivers.
      The failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect the right at a later time to enforce
      the same. No waiver by any party of any condition, or the breach of any term,
      covenant, representation or warranty contained in this Agreement, whether by
      conduct or otherwise, in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such condition or breach
      or a
      waiver of any other term, covenant, representation or warranty of this
      Agreement.





(g)  Further
      Assurances.  BQT Solutions shall undertake all reasonable efforts to obtain
      any and all third party approvals and consents necessary to implement this
      Agreement. The parties shall promptly undertake on the same business day of
      any
      reasonable request and perform such additional acts and execute and deliver
      such
      additional documents and instruments as may be required or reasonably requested
      by any party to establish, maintain or protect its rights and remedies or to
      effect the purposes of this Agreement. Without limiting the foregoing, each
      of
      the BQT Companies hereby authorizes and agrees that Amici may fully disclose
      the
      matters pertaining to the Revised Proposal to the extent necessary for purposes
      of Amici compliance with the laws, rules and regulations of the U.S. Securities
      and Exchange Commission (the “ SEC ”),
      and
      each of the BQT Companies shall fully cooperate and be promptly fully responsive
      in regard to any and all requests by Amici for information and deliveries of
      all
      materials, reports, audits and certifications required for SEC reporting and
      disclosures in respect of the BQT Companies which must be made by Amici in
      connection with the Revised Proposal and the transactions contemplated
      thereunder, including, without limitation, delivering audited financial
      statements in form and substance which are reasonably sufficient to permit
      Amici
      to comply with any and all of its SEC reporting obligations. Each of the BQT
      Companies furthermore agrees to provide Amici with access to any and all books
      and records of each of the BQT Companies as Amici may reasonably request and
      to
      coordinate with respect to controls and procedures as required under any and
      all
      laws, rules and SEC regulations applicable to Amici. If performance of this
      Agreement in accordance with its terms would or might cause a breach of law
      or
      regulatory requirement or a tax or other cost that any of the parties considers
      undesirable, the parties will co-operate to bring about such alternative as
      would have, as nearly as possible, the same economic consequences as were
      contemplated by the parties in this Agreement.









(h)  Counterparts;
      Interpretation.  This Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original, and all of which shall
      constitute one and the same instrument.  All references to “material” or
“materiality” herein shall refer to matters, understandings, agreements,
      actions, courses of dealing, courses of operations, or events, which
      individually or in the aggregate exceed AUD$100,000.  All references to
“knowledge” means those facts or circumstances actually known after due inquiry.
 No ambiguity in any provision hereof shall be construed against parties by
      reason of the fact it was drafted by such party or its counsel. References
      to
“including” means including without limiting the generality of any description
      preceding such term.  Nothing expressed or implied in this Agreement is
      intended, or shall be construed, to confer upon or give any person other than
      the parties any rights or remedies under or by reason of this Agreement.





(i)  Acceptance
      by Fax .
      This
      Agreement shall be accepted, effective and binding, for all purposes, when
      the
      parties shall have signed and transmitted to each other, by telecopier or
      otherwise, copies of the signature pages hereto.





(j)  Binding
      Effect; Benefits .
      This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective heirs, legal representatives, successors and permitted
      assigns. Nothing in this Agreement, express or implied, is intended to or shall
      confer upon any person other than the parties hereto, and their respective
      heirs, legal representatives, successors and permitted assigns, any rights,
      remedies, obligations or liabilities under, in connection with or by reason
      of
      this Agreement.





(k)  Reporting.
      Each of the BQT Companies acknowledges
      that Amici is a public company subject to U.S. Federal securities laws. Each
      of
      the BQT Companies acknowledges
      and agrees that it, and its subsidiaries, officers, directors, employees and
      affiliates will not engage in any trading in Amici’s securities until after
      public announcement of the acquisition in form and date to be determined by
      Amici .





(l)  Each
      of
      the parties hereto acknowledges that BQT Solutions is a public company subject
      to the ASX Listing Rules and the Corporations Act 2001 of Australia. Nothing
      in
      this Agreement is intended to contravene the ASX Listing Rules or the
      Corporations Act 2001 of Australia and to the extent there would otherwise
      be
      such contravention this Agreement shall be read and interpreted so that such
      contravention will not occur.





[Signature
      Page Follows]








IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
      date first set forth above.




**4C
              CONTROLS INC.**By:
            /s/ Gerald
              SullivanName: Gerald
              SullivanTitle:Acting
              CEO and CFO


Executed
                by**BQT
                SOLUTIONS LIMITED**acting by the following persons or, if the seal is affixed, witnessed
                by
                the following persons:/s/Allan
                Kwok
            
            /s/
                Anastasios AngeloglouSignature
                of director
            
            Signature
                of directorAllan
                Kwok
            
            Anastasios
                AngeloglouName
                of director (print)
            
            Name
                of director (print)











Executed
                by**BQT
                SATELLITES LTD**acting by the following persons or, if the seal is affixed, witnessed
                by
                the following persons:/s/
              Christopher I. Blake
            
            /s/
              Anastasios AngeloglouSignature
                of director
            
            Signature
                of directorChristopher
              I. Blake
            
            Anastasios
              AngeloglouName
                of director (print)
            
            Name
                of director (print)Executed
                by**BQT
                INTELLIGENT SECURITY SYSTEMS PTY**
              **LTD**acting by the following persons or, if the seal is affixed, witnessed
                by
                the following persons:Signature
                of director
            
            Signature
                of director/company secretaryName
                of director (print)
            
            Name
                of director/company secretary
                (print)