**4C
        CONTROLS INC.**
  **CODE
        OF ETHICS**
  **Adopted
        as of March 27, 2008**
  
 TOPICS
   1.
              Statement
                  of Policy
  2.
              Implementation
                  and Enforcement
  3.
              Relations
                  with Competitors and Other Third
                  Parties
  4.
              Insider
                  Trading, Securities Compliance and Public
                  Statements
  5.
              Financial
                  Reporting
  6.
              Human
                  Resources
  7.
              Environmental,
                  Health and Safety
  8.
              Conflicts
                  of Interest
  9.
              International
                  Trade
  10.
              Government
                  Relations
  11.
              Contractors,
                  Consultants, and Temporary Workers
  12.
              Conclusion
  13.
              Acknowledgement
                  And Agreement
  14.
              Annex:
                  List of Examples of Reportable
                  Violations
  -2-
  **1.**
              **STATEMENT
                  OF POLICY**
  The
        Company has adopted eight Corporate Values: Focus, Respect, Excellence,
        Accountability, Teamwork, Integrity, Very Open Communications and Enjoying
        Our
        Work. These Values provide a framework for all employees in conducting ourselves
        in our jobs. These policies are not intended to substitute for those Values,
        but
        will serve as guidelines in helping you to conduct the Company’s business in
        accordance with our Values. Compliance requires meeting the spirit, as well
        as
        the literal meaning, of the law, the policies and the Values. It is expected
        that you will use common sense, good judgment, high ethical standards and
        integrity in all your business dealings.
  If
        you
        encounter a situation you are not able to resolve by reference to these
        policies, ask for help. Contact the Chief Financial Officer, who has been
        identified as responsible for overseeing compliance with these
        policies.
  Violations
        of the law or the Company’s policies will subject employees to disciplinary
        action, up to and including termination of employment. In addition, individuals
        involved may subject themselves and the Company to severe penalties including
        fines and possible imprisonment. Compliance with the law and high ethical
        standards in the conduct of Company business should be a top priority for
        each
        employee, officer and director.
  **2.**
              **IMPLEMENTATION
                  AND ENFORCEMENT.**
  The
        Chief
        Financial Officer, has been appointed as Compliance Officer of the Company,
        responsible for overseeing compliance with, and enforcement of, all Company
        policies.
  Employees
        are expected to be familiar with these policies as they apply to their duties.
        They should consult with their managers if they need assistance in understanding
        or interpreting these policies. Each employee is required to follow these
        policies and to comply with their terms. A refusal by any employee to agree
        to
        be bound by these policies shall be grounds for discipline up to and including
        dismissal.
  Any
        employee who, in good faith, has reason to believe a Company operation or
        activity is in violation of the law or of these policies must call the matter
        to
        the attention of the Chief Financial Officer. If you have reason to believe
        that
        it would be inappropriate to report the operation or activity to the Chief
        Financial Officer, you should report it to the Board of Directors. All reports
        will be reviewed and investigated and as necessary under the circumstances,
        and
        the reporting employee should provide sufficient information to enable a
        complete investigation to be undertaken.
  Any
        employee who makes an allegation in good faith reasonably believing that
        a
        person has violated these policies or the law, will be protected against
        retaliation.
 -3-
  **3.**
              **RELATIONS
                  WITH COMPETITORS AND OTHER THIRD PARTIES.**
  The
        Company’s policy is to comply fully with competition and antitrust laws
        throughout the world. These laws generally prohibit companies from using
        illegal
        means to maintain, obtain or attempt to obtain a monopoly in a market. They
        also
        prohibit companies from engaging in unfair trade practices. *“Unfair
        trade practices”* include
        fixing prices, dividing markets, agreeing with competitors not to compete,
        or
        agreeing to boycott certain customers. It is advised that you consult with
        the
        Chief Financial Officer before attending a meeting with a party who may be
        viewed as a competitor.
  **4.**
              **INSIDER
                  TRADING, SECURITIES COMPLIANCE AND PUBLIC STATEMENTS.**
  Securities
        laws prohibit anyone who is in possession of material, non-public information
        (“Insider Information”) about a company from purchasing or selling stock of that
        company, or communicating the information to others. Information is considered
        “material” if a reasonable investor would consider it to be important in making
        a decision to buy or sell that stock. Some examples include financial results
        and projections, new products, acquisitions, major new contracts or alliances
        prior to the time that they are publicly announced. Employees who become
        aware
        of such Inside Information about the Company must refrain from trading in
        the
        shares of the Company until the Inside Information is publicly
        announced.
  Employees
        must also refrain from disclosing that information to persons who do not
        have a
        Company need to know, whether they are inside the Company or outside, such
        as
        spouses, relatives or friends.
  The
        Company makes regular formal disclosures of its financial performance and
        results of operations to the investment community. We also regularly issue
        press
        releases. Other than those public statements, which go through official Company
        channels, employees are prohibited from communicating outside the Company
        about
        the Company’s business, financial performance or future prospects. Such
        communications include questions from securities analysts, reporters or other
        news media, but also include seemingly innocent discussions with family,
        friends, neighbors or acquaintances.
  **5.**
              **FINANCIAL
                  REPORTING.**
  The
        Company is required to maintain a variety of records for purposes of reporting
        to the government. The Company requires all employees to maintain full
        compliance with applicable laws and regulations requiring that its books
        of account
        and records be accurately maintained. Specifics of these requirements are
        available from the Chief Financial Officer.
 -4-
  **6.**
              **HUMAN
                  RESOURCES.**
  The
        Company has a strict policy of maintaining a work environment that is free
        from
        unlawful harassment and discrimination, and respects the dignity of its
        employees. Each employee is expected to abide by this policy.
  **7.**
              **ENVIRONMENTAL,
                  HEALTH AND SAFETY.**
  The
        Company is committed to protecting the health and safety of our employees,
        as
        well as the environment in general. The Company expects employees to obey
        all
        laws and regulations designed to protect the environment, and the health
        and
        safety of our employees, and to obtain and fully observe all permits necessary
        to do business.
  At
        the
        very least, all employees should be familiar with and comply with safety
        regulations applicable to their work areas. The Company will make, to the
        extent
        possible, reasonable accommodations for the known physical or mental limitations
        of our employees. Employees who require an accommodation should contact the
        Chief Financial Officer. The Company will then engage in an interactive process
        to determine the extent of reasonable accommodations which can be
        provided.
  **8.**
              **CONFLICTS
                  OF INTEREST.**
  Each
        employee is expected to avoid any activity, investment or association that
        interferes with the independent exercise of his or her judgment in the Company’s
        best interests (“Conflicts of Interest”). Conflicts of Interest can arise in
        many situations. They occur most often in cases where the employee or the
        employee’s family obtains some personal benefit at the expense of the Company’s
        best interests.
  No
        employee, or any member of employee’s immediate family, shall accept money,
        gifts of other than nominal value, unusual entertainment, loans, or any other
        preferential treatment from any customer or supplier of the Company where
        any
        obligation may be incurred or implied on the giver or the receiver or where
        the
        intent is to prejudice the recipient in favor of the provider. Likewise,
        no
        employee shall give money, gifts of other than nominal value, unusual
        entertainment or preferential treatment to any customer or supplier of the
        Company, or any employee or family members thereof, where any obligation
        might
        be incurred or implied, or where the intent is to prejudice the recipient
        in
        favor of the Company. No such persons shall solicit or accept kickbacks,
        whether
        in the form of money, goods, services or otherwise, as a means of influencing
        or
        rewarding any decision or action taken by a foreign or domestic vendor,
        customer, business
        partner, government employee or other person whose position may affect the
        Company’s business. All employees must abide by the laws, rules and regulations
        pertaining to the Foreign Corrupt Practices Act in respect of gifts and payments
        to any and all persons.
 -5-
  No
        employee shall use Company property, services, equipment or business for
        personal gain or benefit.
  Employees
        may not: (1) act on behalf of, or own a substantial interest in, any company
        or
        firm that does business, or competes, with the Company; (2) conduct business
        on
        behalf of the Company with any company or firm in which the employee or a
        family
        member has a substantial interest or affiliation. Exceptions require advance
        written approval from the Chief Financial Officer or the Board of
        Directors.
  Employees
        should not create the appearance that they are personally benefitting in
        any
        outside endeavor as a result of their employment by the Company, or that
        the
        Company is benefitting by reason of their outside interests. Any employee
        who is
        not sure whether a proposed action would present a conflict of interest or
        appear unethical should consult with the Chief Financial Officer.
  **9.**
              **INTERNATIONAL
                  TRADE.**
  The
        Company must comply with a variety of laws around the world regarding its
        activities. In some cases, the law prohibits the disclosure of information,
        whether the disclosure occurs within the U.S. or elsewhere, and whether or
        not
        the disclosure is in writing.
  Payments
        or gifts to non-U.S. government officials are prohibited by law and by Company
        policy. The Foreign Corrupt Practices Act precludes payments to non-U.S.
        government officials for the purpose of obtaining or retaining business,
        even if
        the payment is customary in that country. This law applies anywhere in the
        world
        to U.S. citizens, nationals, residents, businesses or employees of U.S.
        businesses. Because 4C Controls Inc. is a U.S. company, this law applies
        to the
        Company and all of its subsidiaries. Any questions on this policy should
        be
        directed to the Chief Financial Officer.
  **10.**
              **GOVERNMENT
                  RELATIONS.**
  The
        Company is prohibited by law from making any contributions or expenditures
        in
        connection with any U.S. national election. This includes virtually any activity
        that furnishes something of value to an election campaign for a federal office.
        Use of the Company’s name in supporting any political position or ballot
        measure, or in seeking the assistance of any elected representative, requires
        the specific approval of the Chairman and Chief Executive Officer of the
        Company. Political contributions or expenditures are not to be made out of Company
        funds in any foreign country, even if permitted by local law, without the
        consent of the Company’s Chairman and Chief Executive Officer.
 -6-
 U.S.
        law
        also prohibits giving, offering, or promising anything of value to any public
        official in the U.S. or any foreign country to influence any official act,
        or to
        cause an official to commit or omit any act in violation of his or her lawful
        duty. Company employees are expected to comply with these laws.
  **11.**
              **VENDORS,
                  CONTRACTORS, CONSULTANTS AND TEMPORARY WORKERS.**
  Vendors,
        contractors, consultants or temporary workers who are acting on the Company’s
        behalf, or on Company property, are expected to follow the law, Company policies
        and honor Company Values. Violations will subject the person or firm to
        sanctions up to and including loss of the contract, contracting or consulting
        agreement, or discharge from temporary assignment.
  **12.**
              **CONCLUSION.**
  This
        Code
        of Ethics is not intended to cover every possible situation in which you
        may
        find yourself. It is meant to give you the boundaries within which the Company
        expects you to conduct yourself while representing 4C Controls Inc. You may
        find
        yourself in a situation where there is no clear guidance given by this Code
        of
        Ethics. If that occurs, return to the foundations stated earlier: common
        sense,
        good judgment, high ethical standards and integrity, and refer to the Company’s
        Values. Together we can continue to make 4C Controls Inc. a company that
        sets a
        standard for managing high-tech companies.
  **13.**
              **ACKNOWLEDGEMENT
                  AND AGREEMENT.**
  I
        have
        read and agree to adhere to the 4C Controls Inc. Code of Ethics:
  (Signature:)Print
                Name:Date:
 
  -7-
 **Annex:
        Examples of Reportable Violations**
  Accounting
                  ErrorAccounting
                  OmissionsAccounting
                  MisrepresentationsAuditing
                  MattersCompliance
                  ViolationsCorporate
                  ScandalDomestic
                  ViolenceDiscriminationEmbezzlementEnvironmental
                  DamageEthics
                  ViolationFraudHarassmentIndustrial
                  AccidentsLaws,
                  Rules or Regulation ViolationsMisconductMistreatmentPoor
                  Customer ServicePoor
                  HousekeepingSabotageSecurities
                  ViolationSexual
                  HarassmentSubstance
                  AbuseTheftThreat
                  of ViolenceUnfair
                  Labor PracticeUnsafe
                  Working ConditionsVandalismWasteWaste
                  of Time and ResourcesWorkplace
                  Violence
  
 -8-