**4C
      CONTROLS INC.**





**DIRECTOR
      AGREEMENT**


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DIRECTOR
      AGREEMENT (this “Agreement”), dated as of the date set forth on the signature
      page hereto, by and between 4C Controls Inc. (the “Company”), and the signatory
      hereto (“Director”).





WITNESSETH:





WHEREAS,
      Company believes that it is in its own best interests and in the best interests
      of its stockholders that the directors of the Company performing services on
      the
      Company’s board of directors (the “Board”) serve upon the terms and conditions
      of service memorialized in written agreement; and





WHEREAS,
      Company desires to retain the services of Director in the capacity of director
      and Director desires to provide such services in such capacity, upon the terms
      and subject to the conditions hereinafter set forth; and





WHEREAS,
      the Board has approved the terms and conditions of this Agreement.





NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants and
      obligations hereinafter set forth, the parties hereto, intending to be legally
      bound, hereby agree as follows:





1.  Election
      as Director; Appointment. Company agrees to appoint Director as a member of
      the
      Board and agrees to use its best efforts and powers to sustain and continue
      Director’s election as a member of the Board for successive one year terms at
      each annual meeting of stockholders of Company and each special meeting of
      stockholders of Company convened for such purpose, until the subsequent annual
      stockholders meeting, unless this Agreement is terminated sooner pursuant to
      Section 4 hereof (the “Term”).





2.  Duties
      and Extent of Services.





(a)  During
      the Term, Director shall serve as director and, in such capacity, shall provide
      those services required of a director under Company’s articles of incorporation
      and bylaws, as both may be amended from time to time, and under the corporate
      law of the jurisdiction of incorporation of the Company, the federal securities
      laws and other state and federal laws and regulations, as applicable, and shall
      render such services as are customarily associated with and are incident to
      the
      position of director and such other services as Company may, from time to time,
      reasonably require of [his/her] consistent with such position, including, but
      not limited to, serving on the Board of Directors [or as an officer of any
      of
      the Company’s direct or indirect subsidiaries (the “Company’s Subsidiaries”), as
      and when requested by the Company or the Company’s Subsidiaries].





(b)  Director
      shall faithfully, competently and diligently perform to the best of [his/her]
      ability all of the duties required of [his/her] as director. Without limiting
      the preceding sentence, Company acknowledges that Director has other business
      commitments, including commitments to serve on the board of directors of other
      companies. Director agrees that during the term of [his/her] appointment, [s/he]
      shall exclusively devote approximately [___]% of [his/her] professional working
      time, attention, knowledge and experience to promote the business and interests
      of the Company.





4C
                Controls Inc.
            Director
                Agreement


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3.  Compensation.





(a)  Initial
      Compensation. As compensation for Director's entering into this Agreement and
      performing [his/her] services hereunder, Company shall pay a director’s fee as
      set forth on Annex A hereto so long as Director is a member of the
      Board.





(b)
      Other
      Benefits. During the Term Director shall be entitled to any benefits made
      available to non-executive members of the Board generally.





(c)  Expenses.
      Company agrees to reimburse Director for all reasonable and necessary travel,
      business entertainment, and other out-of-pocket business expenses incurred
      or
      expended by [his/her] in connection with the performance of [his/her] duties
      hereunder upon presentation of proper expense statements or vouchers or such
      other supporting information as Company may reasonably require of Director.





4.  Termination.
      The Company shall have the right to remove Director from, or not reelect
      Director to, the Board. Director shall have the right, exercisable at any time
      during the Term, upon thirty (30) days written notice to Company, to resign
      as a
      member of the Board. In the event that, during the term hereof, Director is
      removed as a director without cause [s/he] shall be entitled to two (2)
      additional months director fees, even though [s/he] is no longer a member of
      the
      Board.





5.  Confidentiality.
      The parties acknowledge that in conjunction with the execution of this
      Agreement, they are entering into an Agreement to Protect Confidential
      Information.





6.  Independent
      Contractor. Director is an independent contractor and will not be deemed an
      employee of Company for purposes of employee benefits, income tax withholding,
      FICA taxes, unemployment benefits or otherwise.





7.  Entire
      Agreement. This Agreement is intended by the parties as a final expression
      of
      their agreement with respect to the subject matter hereof and is intended as
      a
      complete and exclusive statement of the terms and conditions thereof and
      supersedes and replaces all prior negotiations and agreements between the
      parties hereto, whether written or oral, with respect to the subject matter
      hereof, provided, however, for purposes of clarity, nothing herein shall
      preclude any other written agreement supplementing the terms and conditions
      hereof entered into and executed after the date hereof.





8.  Governing
      Law.





(a)  This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York, applicable to contracts to be wholly performed in such State, without
      regard to the conflict of laws principles thereof.





(b)  Any
      action to enforce any of the provisions of this Agreement shall be brought
      in a
      court of the State of New York located in the Borough of Manhattan of the City
      of New York or in a Federal court located within the Southern District of New
      York. The parties consent to the jurisdiction of such courts and to the service
      of process in any manner provided by New York law. Each party irrevocably waives
      trial by jury. Each party irrevocably waives any objection which it may now
      or
      hereafter have to the laying of the venue of any such suit, action or proceeding
      brought in such court and any claim that such suit, action or proceeding brought
      in such court has been brought in an inconvenient forum and agrees that service
      of process in accordance with the foregoing sentences shall be deemed in every
      respect effective and valid personal service of process upon such party.





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4C
                Controls Inc.
            Director
                Agreement


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9.  Amendment.
      This Agreement may be amended, modified or superseded, and any of the terms
      hereof may be waived, only by a written instrument executed by the parties
      hereto.





10.  Assignability.
      The obligations of Director may not be delegated and Director may not, without
      Company’s written consent thereto, assign, transfer, convoy, pledge, encumber,
      hypothecate or otherwise dispose of this Agreement or any interest herein.
      Any
      such attempted delegation or disposition shall be null and void and without
      effect. Company and Director agree that this Agreement and all of Company’s
      rights and obligations hereunder may be assigned or transferred by Company
      to
      and shall be assumed by and be binding upon any successor to Company. The term
      “successor” means, with respect to Company or any of its subsidiaries, any
      corporation or other business entity which, by merger, consolidation, purchase
      of the assets or otherwise acquires all or a material part of the assets of
      Company.





11.  Severability.
      If any provision of this Agreement or any part thereof is held to be invalid
      or
      unenforceable, the same shall in no way affect any other provision of this
      Agreement or remaining part thereof; which shall be given full effect without
      regard to the invalid or unenforceable part thereof.





12.  Notices.
      All notices, requests, demands and other communications required or permitted
      to
      be given or made under this Agreement, shall be given or made in writing by
      registered or certified mail, return receipt requested, or by overnight carrier
      service or by facsimile transmission and will be deemed to have been given
      or
      made on the date following receipt or attempted delivery, in the case of the
      Director, at the address of record on file with the Company on the date hereof,
      and in the case of the Company, to its registered office in the state of its
      incorporation. Either party may change the address to which notices shall be
      sent by sending written notice of such change of address to the other party.
      Any
      such notice shall be deemed given, if delivered personally, upon receipt; if
      telecopied, when telecopied; if sent by courier service providing for next-day
      delivery, the next business day following deposit with such courier service;
      and
      if sent by certified or registered mail, three days after deposit (postage
      prepaid) with the U.S. mail service.





13.  Representations
      and Warranties; Indemnification.





(a)  The
      Director hereby represents and warrants to Company that [his/her] execution,
      delivery and performance of this Agreement and any other agreement to be
      delivered pursuant to this Agreement will not violate, conflict with or result
      in the breach of any of the terms of, or constitute (or with notice or lapse
      of
      time or both, constitute) a default under, any agreement, arrangement or
      understanding with respect to Director’s employment or providing services to
      which Director is a party or by which Director is bound or subject.





(b)  Company
      hereby represents and warrants to Director that (i) it is a corporation duly
      organized, validly existing, and in good standing under the laws of the
      jurisdiction of incorporation, and has all requisite corporate power and
      authority to execute, deliver and perform this Agreement in accordance with
      the
      terms hereof, (ii) all necessary actions to authorize the Company’s execution,
      delivery and performance of this Agreement have been taken, (iii) this Agreement
      has been duly executed and delivered by the Company and constitutes its legal,
      valid, and binding obligation enforceable against it in accordance with the
      terms hereof, and (iv) its execution, delivery and performance of this Agreement
      and any other agreement to be delivered pursuant to this Agreement will not
      violate, conflict with or result in the breach of any of the terms of, or
      constitute (or with notice or lapse of time or both, constitute) a default
      under, any agreement, arrangement or understanding with respect to Director’s
      employment or which otherwise related to Director’s relationship with the
      Company.





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4C
                Controls Inc.
            Director
                Agreement


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(c)  Company
      hereby agrees to indemnify and hold harmless Director, [his/her] affiliates
      (and
      such affiliates’ directors, officers, employees, agents and representatives) and
      permitted assigns, to the fullest extent permitted under New York law, from
      and
      against any and all losses, damages, liabilities, obligations, costs or expenses
      which are caused by or arise out of (i) any breach or default in the performance
      by the Company of any covenant or agreement of the Company contained in this
      Agreement, and (ii) any breach of warranty or inaccurate or erroneous
      representation made by the Company herein, and (iii) any and all actions, suits,
      proceedings, claims, demands, judgments, costs and expenses (including
      reasonable legal fees) incident to any of the foregoing. The Company shall
      advance any expenses reasonably incurred by Director in defending an
      indemnifiable action hereunder, with such expenses to be reimbursed by Director
      only in the event that a court of competent jurisdiction enters a binding
      judgment, order or decree that Director acted in bad faith or in a manner [s/he]
      reasonably believed not to be in the best interests of the Company.





14. 
      Paragraph Headings. The paragraph headings contained in this Agreement are
      for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.





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





[Signature
      Page Follows]


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4C
                Controls Inc.
            Director
                Agreement


****


IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of this [__]
      day of [_____ , 200__].





4C
                CONTROLS INC.By:Name:
                Barbara SalzTitle:
                Corporate SecretaryDIRECTOR(Signature:)Print
                Name: [___________________]


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4C
                Controls Inc.
            Director
                Agreement


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**Annex
      A**





Appointment
      of [___________]


to
      the
      Board of Directors of 4C Controls Inc.








1.0  Annual
      Compensation





[_____________________]





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