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A CONTRACT OF EMPLOYMENT MADE THIS ~ DAY OF DCiIY2>tSr 2008

BETWEEN

Claudio Grech, holder of passport no. 845921 (Maltese) who is appearing hereon in the name and on behalf of SMARTCITY (MALTA) LIMITED, a company incorporated under the laws of Malta under company registration Number C 41194 with its offices situated at SmartCity (Malta) Limited, SCM 1001, Ricasoli, Malta, (hereinafter referred to as "the Company") of the one part;

AND

MR. JOSEPH DANASTAS, male, holder of Identity Card no. 407972 (M), residing at 11, 'Elysium', Triq IL-Fewdu, Zabbar, Malta, ZBR 4311 (hereinafter referred to as "the Employee") of the other part.

WHEREAS

1. The Company is in the business of providing communication-related services including the design, development and implementation of information and communication technology and media clusters and related and ancillary services.

2. The Employee has the experience to carry out the functions of I nfrastructure Manager.

NOW, THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. DURATION & PLACE OF WORK

1.1 The Company is hereby employing the Employee who accepts as an I nfrastructure Manager, subject to the terms and conditions set out hereunder.

1.2.1 ntract shall be of a definite period of three years commencing on - '-j----'----,f-- 2008.

1.2.2 This Contract is renewable for any further period or periods, subject to the mutual agreement of both parties.

1.3 The first six months of this Contract shall be on a probationary basis.

1.4 The Employee is employed on full-time basis'flJ-

1.5 The Employee undertakes to carry out his services in Malta at SmartCity, Ricasoli . In the event that the Employee is required to travel overseas on official business, all travelling and accommodation expenses thereby incurred shall be reimbursed by the Company upon production of the relative receipts.

2. SCOPE OF WORK

2.1 The Employee shall perform such duties normally attached to the position of Infrastructure Manager, including the duties laid down in the Role Profile attached to this contract. The duties as set out in the Role Profile may change from time to time as the Company deems appropriate as long as any changes shall be compatible with the position of the Employee under this Contract.

2.2 The Employee shall also perform such other duties, compatible with his position, as the Company may assign to him from time to time.

2.3 In the execution of his duties, the Employee shall report to the Senior Project Manager or to such other person or persons designated by the Company from time to time.

2.4 The Company may issue such directives as it may consider appropriate to the Employee for the proper performance of the Employee's duties.

3. REMUNERATION

3.1 The Employee's gross monthly remuneration shall be of three thousand seven hundred and fifty Euros (€3,750) inclusive of any cost of living increases, statutory bonuses and income supplements.

3.2 Such remuneration shall be payable monthly in arrears by means of a direct transfer, to be effected by the Employer at the end of each calendar month.

3.3 The Company shall deduct from the said wages any Income Tax and Social Security Contributions to which the Employee may be liable.

3.4 The Company shall reimburse the Employee all reasonable out of pocket expenses including travelling, hotel and other expenses properly incurred by him in or about the performance of his duties under this Contract in accordance with any rules, regulations, policies and procedures established from time to time by

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3.5 The Employee shall be entitled to the reimbursement of business related telephone calls (both fixed line and mobile) on a monthly basis upon submission of original invoices.

3.6 The Employee shall moreover be entitled to a bonus plan, details of which shall be provided by the Company during the Employee's first year of employment.

4. WORKING HOURS

4.1 The Employee shall be required to dedicate to his position such number of hours and days as may be necessary for him to properly fulfil the duties attached to his position and as directed by the Company from time to time. Without prejudice to the foregoing, the Employee's normal working hours shall be forty hours of work spread over five days a week, from 0900 to 1800.

4.2 The Employee shall not be entitled to any additional remuneration or benefit in respect of hours which he may be required to work beyond those referred to in Article 4.1 in view of the fact that such additional remuneration has been taken into account in computing the Employee's salary package.

4.3 The Employee undertakes to work overtime when circumstances so warrant and when he is requested by the Company to do so.

4.4 The parties hereby agree that, in terms of Regulation 20 of the Organisation of Working Time Regulations (LN 247 of 2003), the provisions of Regulation 7 thereof will not apply in respect of the Employee's employment and that the Employee therefore agrees to perform work over and above the average working time referred to therein.

It is hereby further agreed that the Employee's consent referred to in this Article 4.4 shall be terminable by the Employee by giving no less than three months' written notice to the Employer.

5. VACATION LEAVE, SICK LEAVE AND OTHER ENTITLEMENTS

5.1 The Employee shall be entitled, in every calendar year, to four working weeks and four working days annual leave, provided that if the Employee is in employment for less than twelve months during any calendar year, he shall be entitled to such part of the said annual leave as is in proportion to the number of months in employment.

5.2 The leave entitlement specified in Article 5.1 shall be availed of according to the exigencies of the Company. ' /-~

5.3 Accumulation of vacation leave from year to year shall not be allowed except with the written consent of the Company and to the extent allowed by law.

5.4 The Employee shall be entitled to the daily rest, rest breaks and weekly rest period in terms of the Organisation of Working Time Regulations (Legal Notice 247 of 2003) or any subsequent law amending or replacing such Regulations.

5.5 The Employee shall be entitled to the national holidays and to all public holidays with full pay in terms of the National Holidays and Other Public Holidays Act (Cap. 252) or any subsequent law amending or replacing such Act.

5.6 The Employee shall be entitled to injury leave in accordance with the Employment and Industrial Relations Act (Cap. 452 of the laws of Malta) or any subsequent law replacing or amending such law.

5.7 The Employee shall further be entitled to the minimum special leave in accordance with the Minimum Special Leave Entitlement Regulations (Legal Notice 432 of 2007) or any subsequent law replacing or amending such Regulations.

5.8 The Company shall provide the Employee with a health insurance policy for himself, his spouse and dependant children as per the Company's scheme.

6. TRANSPORT

The Employee has to provide his own transport, to and from the Company premises, at his own expense.

7. NON-INFRINGEMENT OF LAWS

The Employee warrants that while performing the services required by this Contract , he shall not infringe upon nor violate any of the laws of Malta related to the performance of such services.

8. CONFIDENTIAL INFORMATION

8.1 Company Information - The Employee agrees at all times during his employment with the Company and thereafter, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Company, any Company Confidential Information. The Employee agrees that his unauthorized use or disclosure of Company Confidential Information during

his employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. The Employee further agrees that "Company Confidential Information" means any non-public information that relates to the actual or anticipated business, research or development of the Company, or to the Company's technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding the Company's products or services and markets therefore, customer lists and customers (including, but not limited to, customers of the Company on which the Employee called or with which the Employee may become acquainted during the term of his employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances and other business information; provided, however Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act of the Employee or of others.

8.2 Former Employer Information - The Employee agrees that during his employment with the Company, he will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer or other person or entity. The Employee further agrees that he will not bring onto the premises of the Company or transfer onto the Company's technology systems any unpublished document, proprietary information or trade secrets belonging to any such employer, person or entity unless consented to in writing by both Company and such employer, person or entity.

8.3 Third Party Information - The Employee recognizes that the Company may have received and in the future may receive from third parties associated with the Company, e.g ., the Company's customers, suppliers, licensors, licensees, partners, or collaborators ("ASSOCiated Third Parties") their confidential or proprietary information ("ASSOCiated Third Party Confidential Information"). By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. The Employee agrees at all times during his employment with the Company and thereafter, to hold in the strictest confidence, and not to use or to disclose to any person, firm or corporation any Associated Third Party Confidential Information, except as necessary in carrying out his work for the Company consistent with the Company's agreement with such Associated Third Parties. The Employee agrees that his unauthorized use or disclosure of Associated Third Party confidentia~

Information during his employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company.

9. INVENTIONS

9.1 Inventions Retained and Licensed - The parties hereto agree that the attached list marked as Annex "8" describes all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets, that were conceived in whole or in part by the Employee prior to his employment with the Company to which he has any right, title or interest, which relate to the Company's proposed business, products, or research and development ("Prior Inventions"); or, if no such list is attached, the Employee represents and warrants that there are no such Prior Inventions. Furthermore, the Employee represents and warrants that the inclusion of any Prior Inventions from Annex "8" of this Contract will not materially affect his ability to perform all obligations under this Contract. If, in the course of his employment with the Company, the Employee incorporates into or uses in connection with any product, process, service, technology or other work by or on behalf of Company any Prior Invention, the Employee hereby grants to the Company a nonexclusive, royalty­free, fully paid-up, irrevocable, perpetual, world-wide license, with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, and sell such Prior Invention as part of or in connection with such product, process, service, technology or other work and to practice any method related thereto.

9.2 Assignment of Inventions - The Employee agrees that he will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all his right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, which he may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time he is in the employ of the Company (including during his off-duty hours), or with the use of Company's equipment, supplies, facilities, or Company Confidential Information, except as provided in Article 9.5 below (collectively referred to as "Inventions"). The Employee understands and agrees that the decision whether or not to commercialize or market any Inventions is within the Company's sole discretion and for the Company's sole benefit and that no royalty or other consideration will be due to him as a result of the Company's efforts to commercialize or market any such Inventions#-

9.3 Maintenance of Records - The Employee agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by him (solely or jOintly with others) during the term of his employment with the Company. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by the Company. The records are and will be available to and remain the sole property of the Company at all times.

9.4 Patent and Copyright Registrations - The Employee agrees to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions and any rights relating thereto, and testifying in a suit or other proceeding relating to such Inventions and any rights relating thereto. The Employee further agrees that his obligation to execute or cause to be executed, when it is in his power to do so, any such instrument or papers shall continue after the termination of this Contract. If the Company is unable because of the Employee's mental or physical incapacity or for any other reason to secure his signature with respect to any Inventions including, without limitation, to apply for or to pursue any application for any patents or copyright registrations covering such Inventions, then the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any papers, oaths and to do all other lawfully permitted acts with respect to such Inventions with the same legal force and effect as if executed by him.

9.5 Exception to ASSignments - The parties hereto agree that the provisions of this Contract requiring assignment of Inventions to the Company are applicable to the extent allowed by law.

10. CONFLICTING EMPLOYMENT

10.1 Current Obligations - The Employee agrees that during the term of his employment with the Company, he will not engage in or undertake any other employment, occupation, consulting relationship or commitment whether such employment, occupation, consulting relationship or commitment is related to the business in which the Company is now involved or becomes involved or has

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plans to become involved or not, nor will he engage in any other activities whatsoever whether or not they conflict with his obligations to the Company.

10.2 Prior Relationships - Without prejudice to the provisions of Article 10.1, the Employee represents that he has no other agreements, relationships or commitments to any other person or entity that conflict with his obligations to the Company under this Contract or his ability to become employed and perform the services for which he is being employed by the Company. The Employee further agrees that if he has signed a confidentiality agreement or similar type of agreement with any former employer or other entity, he will comply with the terms of any such agreement to the extent that its terms are lawful under applicable law. The Employee represents and warrants that after undertaking a careful search (including searches of his computers, cell phones, electronic devices and documents), he has returned all property and confidential information belonging to all prior employers. Moreover, in the event that the Company or any of its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor or successor corporations, or assigns is sued based on any obligation or agreement to which the Employee is a party or is bound, he agrees to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgements, settlements, and other losses incurred by the Company (the indemnity) in the event that it is the subject of any legal action resulting from any breach of his obligations under this Contract, as well as any reasonable attorneys' fees and costs if the plaintiff is the prevailing party in such an action.

Without prejudice to the foregoing, the Employee further agrees that if he has any interest in any business Whatsoever, whether such business is in conflict with the business of the Company or not, he shall declare such interest to the Company prior to the commencement of this Contract.

11. RETURNING COMPANY DOCUMENTS

Upon separation from employment with the Company or on demand by the Company during his employment, the Employee shall immediately deliver to the Company, and will not keep in his possession, recreate or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings blueprints, sketches, I materials, photographs, charts, all documents and property, ~Pr.Oductionr ¢

of any of the aforementioned items that were developed by the Employee pursuant to his employment with the Company, obtained by him in connection with his employment with the Company, or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to Article 9.3. The Employee consents to an exit interview to confirm his compliance with this Article 11 .

12. TERMINATION AND TERMINATION CERTIFICATION

12.1 This Contract is a contract of service for a definite period and consequently shall be governed by the legal provisions applicable to the termination of such contracts.

12.2 Without prejudice to the generality of Article 12.2, it is understood and agreed that the Company may terminate the employment of the Employee in accordance with the disciplinary rules and procedures immediately by written notice if the Employee:

12.2.1 has not performed his duties under this Contract to the standard reasonably required by the Company; or

12.2.2 commits any serious or persistent breach of his obligations under this Contract; or

12.2.3 does not discharge his duties efficiently and diligently; or

12.2.4 does not comply with any term of this Contract; or

12.2.5 does not comply with any lawful order or direction given to him by the Company; or

12.2.6 is guilty of any gross misconduct or conduct (whether in connection with his employment or not) in a way which is unacceptable or harmful to the Company; or

12.2.7 is guilty of dishonesty or is convicted of an offence (other than a motoring offence which does not result in imprisonment) whether in connection with his employment or not; or

12.2.8 commits (or is reasonably believed by the Company to have committed) a breach of any legislation in force which may affect or relate to the business of the Company; or

12.2.9 becomes of unsound mind, is declared or adjudicated bankrupt or has a receiving order made against him or make any general composition with his creditors or takes advantage of any statute affording relief for insolvent debtors.

12.3 It is clearly understood and agreed that the disciplinary action and the causes of dismissal contemplated in this Contract, including Article 12.2 shal

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not be construed as limiting any other disciplinary action or causes of dismissal in terms of law and regulations in force from time to time.

12.4 Upon separation from employment with the Company, the Employee agrees to immediately sign and deliver to the Company the "Termination Certification" attached hereto as Annex "C". The Employee also agrees to keep the Company advised of his home and business address for a period of three (3) years after termination of his employment with the Company, so that the Company can contact him regarding his continuing obligations provided by this Contract.

13. NOTIFICATION OF NEW EMPLOYER

In the event that the Employee leaves the employ of the Company, the Employee hereby grants his consent to notification by the Company to his new employer about his obligations under this Contract.

14. NON-SOLICITATION AND NON-COMPETITION

14.1 The Employee agrees that for a period of five (5) years immediately following the termination of his employment with the Company for any reason, whether voluntary or involuntary, with or without cause, he shall not either directly or indirectly solicit any employee of the Company or of a group company to leave his employment, or attempt to solicit employees of the Company, either for himself or for any other person or entity.

14.2 The Employee agrees that for a period of five (5) years immediately following the termination of his employment with the Company, for any reason, whether voluntary or involuntary, with or without cause, he shall not seek to solicit any client of the Company or of any group company in competition with the Company or any group company (as the case may be) unless the client was not a client of the Company or the group while the Employee was employed with the Company.

14.3 The Employee shall not directly or indirectly:

14.3.1 for a period of two (2) years after the termination of his employment for any reason whatsoever, hold any interest in any business or commercial activity which is or shall be wholly or partly in competit ion with the Company or with any group company;

14.3.2 for a period of two (2) years after the termination of his employment for any reason Whatsoever, hold any interest in any person , firm or company which requires or might reasonably be thought by the Company to require him to disclose or make use of any Company Confidential Inform~in o~der properl~

to discharge his duties to or to further his interest in such person, firm or company.

14.4 In guarantee of the undertakings herein adopted the Employee accepts to pay the Company the sum of twenty-five thousand Euros (€2S,OOO) per individual breach of the undertakings herein adopted by way of pre-liquidated damages.

15. CONFLICT OF INTEREST GUIDELINES

The Employee agrees to diligently adhere to all policies of the Company including the Company's insider's trading policies and the Conflict of Interest Guidelines attached as Annex "D" hereto, which may be revised from time to time during his employment.

16. REPRESENTATIONS

The Employee agrees to execute any proper oath or verify any proper document required to carry out the terms of this Contract. The Employee represents that his performance of all the terms of this Contract will not breach any agreement to keep in confidence proprietary information acquired by him in confidence or in trust prior to his employment by the Company. The Employee hereby represents and warrants that he has not entered into, and he will not enter into, any oral or written agreement in conflict herewith.

17. AUDIT

The Employee acknowledges that he has no reasonable expectation of privacy in any computer, technology system, email , handheld device, telephone, or documents that are used to conduct the business of the Company to the extent allowed by law. As such, the Company has the right to audit and search all such items and systems, without further notice to the Employee, to ensure that the Company is licensed to use the software on the Company's devices in compliance with the Company's software licensing policies, to ensure compliance with the Company's policies, and for any other business-related purposes in the Company's sole discretion. The Employee understands that he is not permitted to add any unlicensed, unauthorized or non-compliant applications to the Company's technology systems and that he shall refrain from copying unlicensed software onto the Company's technology systems or using non-licensed software or web sites. The Employee further understands that it is his responsibility to comply with the Company's policies governing use of the Company's documents and the internet, email, telephone and technology systems to which he will have access in connection with his employment. Without prejudice to the foregoing, the Employee further unde~ds anr;:;

accepts that the Company shall have the right to monitor email and internet traffic of the Employee.

18. DATA PROTECTION

The parties agree to abide by the terms and conditions of the Data Protection Act (Cap. 440 of the laws of Malta) or any subsequent law amending or replacing such law.

19. NOTICE PERIODS

Any notice periods to be observed by the Company and the Employee in connection with the Employee's employment with the Company shall be those prescribed by Section 36 of the Employment and Industrial Relations Act (Cap. 452 of the laws of Malta) or any subsequent law amending or replacing such law.

20. OTHER APPLICABLE CONDITIONS

This Contract is regulated by all other applicable conditions contained in the Employment and Industrial Relations Act (Cap. 452), the relevant National Standard Orders and in Legal Notices 428 of 2002 - Collective Redundancies (Protection of Employment) Regulations, 429 of 2002 - Contracts of Service for a Fixed Term Regulations, 431 of 2002 - Information to Employees Regulations, 432 of 2002 - Guarantee Fund Regulations, 225 of 2003 - Parental Leave Entitlement Regulations, 433 of 2002 - Transfer of Business (Protection of Employment) Regulations, 247 of 2003 - Organisation of Working Time Regulations, 296 of 2003 - Urgent Family Leave Regulations, 461 of 2004 -Equal Treatment in Employment Regulations, 10 of 2006 - Employee (Information and Consultation) Regulations and 432 of 2007 - Minimum Special Leave Entitlement Regulations, as may be amended from time to time or such other regulations as are or may become applicable from time to time.

21. GENERAL PROVISIONS

21.1 Governing Law - This Contract shall be construed, interpreted and applied in accordance with the laws of Malta. The Maltese Courts or other competent adjudicating body shall have exclusive jurisdiction to hear and determine all disputes arising out of this Contract and the parties hereby submit to the jurisdiction of the Maltese Courts or other competent adjudicating body for the hearing and determination of such disputes.

21 .2 Entire Contract - This Contract, together with the attachments hereto, sets forth the entire agreement and understanding between the Company and

the Employee relating to the subject matter herein and supersedes all prior discussions or representations between the parties including, but not limited to, any representations made during any interview(s) or relocation negotiations, whether written or oral. No modification of or amendment to this Contract, nor any waiver of any rights under this Contract, will be effective unless in writing signed by the Company and the Employee. Any subsequent change or changes in the Employee's duties, salary or compensation will not affect the validity or scope of this Contract.

21.3 Severability - If one or more of the provIsions in this Contract are deemed void by law, then the remaining provisions will continue in full force and effect.

21.4 Waiver - Waiver by the Company of a breach of any provision of this Contract will not operate as a waiver of any other or subsequent breach.

21 .5 Survivorship - The rights and obligations of the parties to this Contract will survive termination of the Employee's employment with the Company.

21.6 Signatures - This Contract may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document.

obo ("the Company")

r Joseph Danastas ("the Employee")