Unassociated Document


    STRATEGIC
      ALLIANCE AGREEMENT 

    


    4C
      CONTROLS INC.

    


    SIRE
      CONTRACTING COMPANY 

    


    


    THIS
      STRATEGIC ALLIANCE AGREEMENT, made by and between 4C Controls Inc. (“4C
      Controls”) and Sire Contracting Company (“Sire”) as of this 18th
      day of
      August, 2008 (this “Agreement”).

    


    WHEREAS,
      4C Controls is a U.S. public company high technology systems integrator
      providing state-of-the-art cutting edge comprehensive security, surveillance,
      and access control solutions;

    


    WHEREAS,
      Sire has years of experience on new construction projects, major additions,
      interior renovations, and small unique projects, including office buildings,
      residential villas, industrial facilities, bridges, dams, underwater
      construction and many other projects; 

    


    WHEREAS,
      current projects of Sire include TechnoPark - Jebel Ali Free Zone, SAMA Lagoons,
      Atlantis - The Palm Jumeirah and Jumeirah Park Villas; as defined in Annex
      1
      attached to this agreement.

    


    WHEREAS,
      Cultivating long-term relationships has been the foundation of success for
      Sire,
      together with the integrity and dedication of people, their professionalism
      and
      attention to safety and quality which is a core principal of Sire Contracting
      Company; 

    


    WHEREAS,
      the vision of Sire is to emerge as a leading market player in the construction
      industry by touching new horizons of excellence and offering unique as well
      as
      cost effective solutions to customers; and

    


    WHEREAS,
      Sire desires to benefit from the expertise of 4C in exclusively providing and
      implementing high technology security and surveillance solutions for its
      projects and Sire desires to appoint 4C as its exclusive provider of security
      and surveillance work for all its current and future projects (the “Strategic
      Alliance”);

    


    NOW,
      THEREFORE, in consideration of these premises and of the mutual covenants,
      representations and warranties set forth herein, which the parties agree is
      adequate an sufficient in all respects, the parties agree as
      follows:

    


    1.    OBJECTIVES
      OF THE STRATEGIC ALLIANCE

    


    The
      objectives of the Strategic Alliance shall be to engage in the businesses set
      forth below:

    


    	(a)  	
            Sire
              hereby appoints 4C Controls as its exclusive provider of security and
              surveillance work for its current projects as defined in Annex 1 attached
              to this agreement.

          


    


    
      
         

      

      
         

        
          

        

      

      
        
          
            	
                    4C
                      Controls Inc.- Sire Contracting Company 

                  	
                    Strategic
                      Alliance Agreement

                  


          

        

      

       

    

    	(b)  	
            The
              TechnoPark and JAFZA Project plan to build labour residence facilities
              to
              accommodate 20,000 laborers. 

          


    


    	(c)  	
            Phase
              one is located at JAFZA South and Techno Park on plot no. S60701A and
              plot
              nos. TP 070108/TP070110 respectively (“Phase One”) to accommodate 6,000
              laborers (3,000 laborers at each location)


          


    


    	(d)  	
            4C
              Controls and Sire acknowledge and agree to define and enter into work
              specification documentation specifying scope the services to be rendered
              by 4C Controls and products to be delivered, including, without
              limitation, preliminary security risk assessments, responsive designs
              for
              such security risks, surveillance and access controls, project scheduling,
              insurance bonds, delivery and implementation dates, payment dates,
              operation and maintenance provisions, and terms and conditions pertaining
              to the overall Build, Operate, Transfer and Finance parameters (the
“Work
              Specification Documentation”). 

          


    


    	(e)  	
            4C
              team will start working on Phase One of the TechnoPark Project immediately
              upon mutual agreement of the parties on the Work Specification
              Documentation.

          


    


    2.    REPRESENTATIONS
      AND WARRANTIES OF SIRE

    


    Sire
      represents and warrants to 4C Controls as follows:

    


    (a)    Sire
      has
      been duly incorporated, and is a validly existing corporation under the laws
      of
      the United Arab Emirates and has full power and authority to enter into and
      perform this Agreement.

    


    (b)    This
      Agreement has been duly authorized, executed and delivered by Sire and
      constitutes a valid and binding agreement of Sire, enforceable against Sire
      in
      accordance with its terms.

    


    (c)    No
      consent, approval or authorization of or declaration or filing with any
      governmental authority or other person or entity on the part of Sire is required
      in connection with the execution or delivery of this Agreement or the
      consummation of the transactions contemplated hereby.

    


    3.    REPRESENTATIONS
      AND WARRANTIES OF 4C CONTROLS

    


    4C
      Controls represents and warrants to Sire as follows:

    


    (a)    4C
      Controls has been duly incorporated and is a validly existing corporation in
      good standing under the laws of the State of Nevada, and has full power and
      authority to enter into and perform this Agreement.

    


    
      
         

      

      
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                  4C
                    Controls Inc.- Sire Contracting Company 

                	
                  Strategic
                    Alliance Agreement

                


        

      

       

    

    (b)    This
      Agreement has been duly authorized, executed and delivered by 4C Controls and
      constitutes a valid and binding agreement of 4C Controls, enforceable against
      4C
      Controls in accordance with its terms.

    


    (c)    No
      consent, approval or authorization of or declaration or filing with any
      governmental authority or other person or entity on the part of 4C Controls
      is
      required in connection with the execution or delivery of this Agreement or
      the
      consummation of the transactions contemplated hereby.

    


    4.    CONFIDENTIALITY

    


    Each
      party shall hold and shall cause its respective representatives to hold in
      confidence all confidential information made available to it or its
      representatives by the other party, directly or through the Company, and shall
      not pass such information on, wholly or partly, to third parties without the
      written consent of the other party, unless such information (i) becomes
      generally available to the public other than as a result of a disclosure by
      such
      party or its representatives, (ii) becomes available to such party from other
      sources not known by such party to be bound by a confidentiality obligation,
      (iii) is independently acquired by such party as a result of work carried out
      by
      any employee or representative of such party to whom no disclosure of such
      information has been made; or (iv) is required by law or applicable regulation
      to be disclosed by one of the parties. Any and all intellectual property
      included in the designs, services or products in any form or media which are
      disclosed or delivered to Sire or third parties in connection with the Strategic
      Alliance shall remain the sole property of 4C Controls unless or until express
      written transfers of such intellectual property are signed and delivered by
      an
      authorized officer of 4C Controls. 

    


    5.    TERM;
      OTHER VENTURES

    


    (a)    The
      initial term of this Agreement shall be for a period commencing on the execution
      of this Agreement and continuing until the third anniversary of the date of
      this
      Agreement (the “Initial Term”) and shall thereafter automatically renew for
      additional one year renewal terms (each, a “Renewal Term” and together with the
      Initial Term, each, a “Term”) unless either party gives prior written notice of
      not less than 90 days prior to the respective expiration date of such Term.
      This
      Agreement may be terminated prior to the end of any Term by mutual written
      consent of the parties. 

    


    (b)    Other
      than the appointment by Sire of 4C Controls as the exclusive provider of
      security and surveillance solutions to for Sire, nothing herein shall obligate
      either party in respect of exclusivity or limit the extent of other business
      activities in which the parties may respectively be involved or have direct
      or
      indirect interests. 

    


    6.    DISPUTE
      RESOLUTION

    


    Any
      dispute or disagreement arising between the parties that is not settled within
      ninety (90) days (or such longer period as may be mutually agreed upon) from
      the
      date that either Party notifies the other in writing that such dispute or
      disagreement exists, shall be settled under the Rules of Arbitration of the
      International Chamber of Commerce in effect on the date that such notice is
      given, by one arbitrator appointed in accordance with such Rules. Any such
      arbitration shall take place at a location mutually agreed by the Parties
      hereto, and in the case of a failure to agree within thirty (30) days of written
      notice of a request to arbitrate by one Party to the other, then in London,
      England and shall be conducted in the English language. Any resulting arbitral
      award shall be final and binding upon the Parties and judgment may be entered
      thereon, upon the application of either Party, by any court having jurisdiction.
      Each Party shall bear its own costs in connection with the arbitration, provided
      that the fees and expenses of the arbitrator will be shared equally by the
      Parties unless the arbitral award provides otherwise.

    


    
      
         

      

      
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                  4C
                    Controls Inc.- Sire Contracting Company 

                	
                  Strategic
                    Alliance Agreement

                


        

      

       

    

    7.    MISCELLANEOUS

    


    (a)    This
      Agreement may be amended only by a written instrument signed by both
      parties.

    


    (b)    This
      Agreement may not be assigned by either party hereto except with the written
      consent of the other party; provided, however, that this Agreement may be
      assigned to a corporation which shall succeed to the business of a party by
      merger, consolidation, or the transfer of all or substantially all of the assets
      of such party and which shall expressly assume the obligations of such party
      hereunder.

    


    (c)    Any
      and
      all notices, requests, demands and other communications required or otherwise
      contemplated to be made under this Agreement shall be in writing and in English
      and shall be deemed to have been duly given (a) if delivered personally, when
      received, (b) if transmitted by facsimile, upon receipt of a transmittal
      confirmation, (c) if by international courier service, on the second business
      day following the date of deposit with such courier service, or such earlier
      delivery date as may be confirmed to the sender by such courier service. All
      such notices, requests, demands and other communications shall be addressed
      as
      set forth on Annex A attached hereto, or in each case to such other address
      or
      facsimile number as the party may have furnished to the other party in
      writing.

    


    (d)    In
      the
      event of the invalidity of any part or provision of this Agreement, such
      invalidity shall not affect the enforceability of any other part or provision
      of
      this Agreement.

    


    (e)    No
      waiver
      by any party of any default in the performance of or compliance with any
      provision herein shall be deemed to be a waiver of the performance and
      compliance as to any other provision, or as to such provision in the future;
      nor
      shall any delay or omission of any party to exercise any right hereunder in
      any
      manner impair the exercise of any such right accruing to it thereafter. No
      remedy expressly granted herein to any party shall be deemed to exclude any
      other remedy which would otherwise be available.

    


    (f)    The
      parties shall conduct the Strategic Alliance as independent contractors and
      not
      as employees or partners. It is expressly understood and agreed to by the
      parties hereto that the Strategic Alliance shall not constitute authority to
      act
      for, represent or bind one party by the other party or any affiliate thereof
      in
      any manner.

    


    
      
         

      

      
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                  4C
                    Controls Inc.- Sire Contracting Company 

                	
                  Strategic
                    Alliance Agreement

                


        

      

       

    

    (g)    Nothing
      herein express or implied, is intended to or shall be construed to confer upon
      or give to any person, firm, corporation or legal entity, other than the parties
      hereto and their affiliates, any interests, rights, remedies or other benefits
      with respect to or in connection with any agreement or provision contained
      herein or contemplated hereby.

    


    (h)    This
      Agreement constitutes the entire agreement among the parties with respect to
      the
      subject matter hereof and shall supersede all prior understandings and
      agreements between the parties with respect to such subject matter. This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


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

    


    


    4C
      CONTROLS INC.

    


    


    
      	
            	By:	
              /s/
                Olivier de Vergnies 

            


    

    Name:
       Olivier
      de Vergnies

    Title: Chief
      Executive Officer

    


    


    SIRE
      CONTRACTING COMPANY 

    


    


    
      	
            	By:	
              /s/
                David Dubois  

            


    

    Name:
       David
      Dubois  

    Title: Chief
      Operating Officer

    


    
      
         

      

      
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                  4C
                    Controls Inc.- Sire Contracting Company 

                	
                  Strategic
                    Alliance
                    Agreement

                


        

      

    


    Annex
      A

    


    Addresses
      for Notices

    


    4C
      Controls Inc.

    Rockefeller
      Center

    1230
      Avenue of Americas, 7th Floor

    New
      York,
      NY 10020

    Attention:
      Olivier de Vergnies, CEO

    


    With
      Copies to:

    


    Wuersch
      & Gering LLP

    100
      Wall
      Street, 21st
      Floor

    New
      York,
      NY 10005

    Attention:
      Travis L. Gering

    


    


    Sire
      Contracting Company

    P.O.Box
      77635 

    Saif
      1
      Building 

    Office
      204/205

    Barsha,
      Dubai

    


    
      
         

      

      
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