Software License Agreement

Honeywell International Inc.

165 Eileen Way, Syosset, NY 11791

You should carefully read the following terms and conditions. If you do not consent to be bound by this License Agreement, you must promptly return the unopened package to the person from whom you purchased it within fifteen (15) days from date of purchase and your money will be refunded to you by that person. If the person from whom you purchased this Software fails to refund your money, contact HONEYWELL immediately at the address shown above.

Important: This Software is security related. Access should be limited to authorized individuals.

1.GRANT OF LICENSE. Subject to all terms and conditions hereof of Honeywell International Inc. acting through its Security group ("HONEYWELL") does hereby grant to the purchaser (the "Licensee") upon payment in full of the published license fee, or other license fee agreed to in writing (the "License Fee") a nontransferable, non exclusive license to use the enclosed software ("Licensed Programs") provided herewith in Licensee's own business on a single computer for a term commencing on the date of payment in full of the License Fee and continuing in perpetuity unless terminated in accordance with the terms hereof.

2.PROPRIETARY RIGHTS. License hereby acknowledges that the Licensed Programs including the algorithms contained therein are proprietary to HONEYWELL. Licensee shall not sell, transfer, disclose, display or otherwise make available any Licensed Programs or copies or portions thereof to any other entity. Licensee agrees to secure and protect the Licensed Programs so as to maintain the proprietary rights of HONEYWELL therein, including appropriate instructions to and agreements with its employees.

3.DOCUMENTATION. The documentation supplied with the Licensed Programs is the copyright property of HONEYWELL. Licensee shall not under any circumstances divulge or permit to be divulged such documentation to any other entity.

4.COPIES. Licensee shall not copy in whole or in part the Licensed Programs or documentation provided however that Licensee shall be permitted to make one (1) copy of the Licensed Programs solely for backup purposes provided that all proprietary notices are reproduced thereon. Any such copy shall remain part of the Licensed Programs and shall be subject to this agreement.

5.OBJECT CODE. Licensee understands and acknowledges that the Licensed Programs consist of object code only and that HONEYWELL shall not supply source code versions of the Licensed Programs. Licensee shall not create or attempt to create by de-compilation or otherwise, the source code for the Licensed Programs, or any part thereof.

6.SECURITY. Licensee acknowledges that the Licensed Programs are security related and access to the Licensed Software should be limited to authorized individuals. Licensee assumes full responsibility for use of the Licensed Programs whether by authorized or unauthorized individuals. Licensee agrees that the License Fee has been set in reliance upon the limitation on liability contained herein and that such provisions are fair and not unconscionable.

HONEYWELL does not represent that the Licensed Programs may not be compromised or circumvented, that the Licensed Programs will prevent any personal injury or property loss by burglary, robbery, fire or otherwise, or that the Licensed Programs will in all cases provide adequate warning or protection. Licensee understands that a properly installed and maintained alarm may only reduce the risk of burglary, robbery or fire without warning, but is not insurance or a guarantee that such will not occur or that there will be no personal injury or property loss as a result.

7.DISCLAIMER OF WARRANTIES. HONEYWELL does not warrant that the Licensed Programs will meet your requirements, that operation of the Licensed Programs will be uninterrupted or error-free, or that all Licensed Programs’ errors will be corrected. The entire risk as to the quality and performance of the Licensed Programs is with you. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT ARE DISCLAIMED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HONEYWELL, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE LICENSED PROGRAMS. This warranty gives you specific legal rights. You may have other rights, which vary from state to state.

8.LIMITATION OF REMEDIES. Licensee's exclusive remedy shall be either the replacement of any diskette or other media not meeting the limited warranty set forth above and which is returned to HONEYWELL with a copy of Licensee's paid invoice or, if HONEYWELL is unable to deliver a replacement that is free of defects, Licensee may terminate this Agreement by returning the Licensed Programs and thereupon the License Fee shall be refunded. HONEYWELL shall have no obligation under this Agreement if the Licensed Programs are altered or improperly repaired or serviced by anyone other than HONEYWELL factory service. For warranty service, return Licensed Programs transportation prepaid, to HONEYWELL Factory Service, 165 Eileen Way, Syosset, New York 11791.

9.LIMITATION OF LIABILITY. REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL HONEYWELL OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED PROGRAMS OR ANY DATA SUPPLIED THEREWITH EVEN IF HONEYWELL OR ANYONE ELSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS PROVISION IS INCLUDED FOR THE BENEFIT OF HONEYWELL AND ITS LOCAL REPRESENTATIVES, AND IS ENFORCEABLE BY EACH OF THEM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO CASE SHALL THE LIABILITY OF THE LICENSED PROGRAMS’ PROVIDERS OR OF HONEYWELL EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT.

10.REGISTRATION. In order to qualify to receive notification of HONEYWELL updates to the Licensed Programs, Licensee must complete and return a Registration Form to HONEYWELL within twenty (20) days from date of purchase. Notwithstanding, HONEYWELL is under no obligation to release updates to the Licensed Programs.

11.TERMINATION. Upon the breach or non-compliance with any term or provision of this agreement, HONEYWELL shall have the right to terminate the license granted hereby by written notice to Licensee. Upon such termination Licensee shall immediately turn over to HONEYWELL all copies of the Licensed Programs and any documentation supplied in connection therewith. Such remedy shall be in addition to and cumulative to any other remedies HONEYWELL may have at law or in equity with respect to such breach or non- compliance.

12.GENERAL. This agreement is the complete and exclusive statement of the understanding of the parties hereto with respect to the transaction contemplated hereby and supersedes any and all prior proposals, understandings and agreements. This Agreement may not be modified or altered except by a written instrument signed by Licensee and an authorized representative of HONEYWELL, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. If any provision of this Agreement is invalid under any applicable stature or rule of law it is to that shall be governed by the laws of the State of New York and the sole venue for suit shall be in an appropriate state or federal court located in the State and City of New York. The failure of HONEYWELL to exercise in any respect any rights provided for herein shall not be deemed a waiver of such right or any further Agreement may be brought more than two (2) years after the date such cause of action shall have arisen. HONEYWELL shall have the right to collect from Licensee any expensed incurred including attorneys' fees in enforcing its right under this agreement.

Rev. A	iii	HMXMU001056
		03/16/05