Unassociated Document


    AMENDMENT
      NO. 2 TO

    4C
      CONTROLS INC.

    COMMON
      STOCK PURCHASE WARRANT “A-1”

    


    THIS
      AMENDMENT NO. 2 TO THE COMMON STOCK PURCHASE WARRANT “A-1” (this “Amendment”) is
      made as of August ____, 2008, by and between 4C
      CONTROLS INC. (the
      “Company”)
      and
ARIMATHEA
      LIMITED,
      or its
      registered assigns (the “Warrant
      Holder”).
      The
      parties hereto herby agree to amend that certain Common Stock Purchase Warrant
      “A-1,” issued as of March 25, 2008, as amended as of May 29, 2008 (the
“Warrant”),
      as
      set forth below. Capitalized terms not expressly defined herein shall have
      the
      meanings ascribed to them in the Warrant. 

    


    WHEREAS,
      the Company’s Board of Directors and the Warrant Holder have determined that it
      is in the best interests of the Company and its shareholders to amend the
      original warrant number A-1 granted to the Warrant Holder;

    


    WHEREAS,
      The Company and the Warrant Holder have agreed that the number of shares
      issuable upon exercise of the Warrant shall be revised to equal to five percent
      (5%) of the equity capital raised by the Company attributable to introductions
      made by Arimathea (“Arimathea Source Capital”) divided by the original exercise
      price of $3.45 per share the (“Warrant Shares”); 

    


    WHEREAS,
      the original exercise price of $3.45 shall remain effective with respect to
      exercise of the amended Warrant for the purchase of the Warrant Shares.


    


    WHEREAS,
      the
      Warrant shall vest and become exercisable, in whole or in incremental parts,
      as
      and when the Arimathea Source Capital is received by the Company;

    


    WHEREAS,
      the Company and the Warrant Holder have agreed that the maximum aggregate of
      Arimathea Source Capital with respect to which the Warrant may be exercised
      is
      seventy million U.S. Dollars which if the full amount of such Arimathea Source
      Capital is received by the Company then in accordance with the foregoing formula
      the Warrant would vest and become exercisable for a maximum of 1,014,493 shares
      of Company Common Stock. 

    


    WHEREAS,
      the Company and the Warrant Holder desire to amend the term of the Warrant
      to
      three (3) years from the date of issuance of the Warrant. 

    


    (Continued
      on Following Page)



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    NOW,
      THEREFORE, the Warrant be, and hereby is, amended as follows:

    


    1. The
      Expiration Date of the Warrant is amended to mean March 25, 2011, and all
      references to the term “Expiration Date” in the Warrant shall mean March 25,
      2011. 

    


    2.
       Exhibit
      A
      to the Warrant is deleted in its entirety and replaced with the
      following:

    


    EXHIBIT
      A

    


    This
      Warrant shall vest and become exercisable in such number of shares of Company
      Common Stock as shall be equal to the quotient of (i) 5% of Arimathea Source
      Capital received by Company from sources introduced to the Company by the
      Warrant Holder, divided by (ii) the exercise price of $3.45. The maximum
      aggregate of Arimathea Source Capital with respect to which the Warrant may
      vest
      and become exercisable is seventy million U.S. Dollars. The Warrant shall vest
      and become exercisable, in whole or in incremental parts, as and when the
      Arimathea Source Capital is received by the Company. For example, if the full
      amount of seventy million U.S. Dollars Arimathea Source Capital is received
      by
      the Company, the Warrant shall vest and become exercisable in the maximum amount
      of 1,014,493 shares of Company Common Stock reflecting the foregoing formula
      determination for issuance of such shares of Common Stock. 

    


    3. All
      other
      terms and conditions of the Warrant shall be and remain in full force and effect
      as therein written, except as expressly waived or modified by this
      Amendment.

    


    4. This
      Amendment may be executed in multiple counterparts, each of which shall
      constitute an original, but all of which together shall constitute but one
      instrument.

    


    5. In
      the
      event of any conflict or inconsistency between the provisions of this Amendment
      and the provisions of the Warrant, the provisions of this Amendment shall govern
      and control to the extent of such conflict or inconsistency.

    


    IN
      WITNESS WHEREOF, the Company has caused this Amendment to be duly executed
      by
      the authorized officer as of the date first above stated and agreed by the
      Warrant Holder.

    


    4C
      CONTROLS INC., a Nevada corporation

    


    


    By:
      _________________________

    Name:

    Title:

    


    WARRANT
      HOLDER: ARIMATHEA
      LIMITED

    


    By:
      _________________________

    Name:

    Title:

     

    
      
         

      

      
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