A P P E N D I X S

Software License Agreement

By using this software, you accept the terms and conditions of this license agreement. Read this license agreement carefully.

1.General. Software is being licensed to the Customer pursuant to the following terms and conditions, which supplement any

purchase or lease agreement (the "Equipment Agreement") between Customer and Sensormatic Electronics Corporation ("SEC"). By accepting receipt of, or by using, such Software, the Customer agrees to be bound by the terms of this Software License Agreement (the "License Agreement"). The term “Software” means all computer programs, instructions, data and databases, in any form or on any media, supplied by SEC (or its suppliers) to Customer and all current and future versions, revisions, updates, upgrades and new releases thereof. Except as otherwise provided in this License Agreement, the terms and conditions of the Equipment Agreement apply to the Software, the related technical and user manuals ("Documentation") and the license provided herein.

2.License. SEC licenses the Software and the Documentation to Customer, for the license fee(s) set forth (or included in the product prices set forth) in the Equipment Agreement and subject to the terms and conditions of this License Agreement. The license is non-exclusive and is limited by the terms of this License Agreement. Customer may not transfer the license except to a party to whom the equipment is transferred and then only with the written consent of SEC. The Software and Documentation are being licensed and not sold or leased to Customer. SEC or its suppliers who have authorized SEC to sublicense certain of the Software and Documentation retain ownership of the Software and Documentation. The Software is being licensed for use only on (i) a single computer (A) owned or leased by Customer and identified in the Equipment Agreement or (B) otherwise identified in the Documentation as compatible with the Software, or (ii) a back-up machine if and so long as such computer becomes temporarily inoperable.

3.Term. The term of the license is perpetual, except that it will terminate automatically if Customer sells or otherwise disposes of the Software or its related equipment or Customer breaches any provision of this License Agreement or the Equipment Agreement. If the license terminates, SEC will have the right to take possession of all copies of the Software and Documentation in the possession of Customer or to require Customer to destroy all such copies and certify such destruction in writing to SEC.

4.Ownership. Customer agrees and acknowledges that (i) SEC (or its suppliers) is the sole owner of the Software and Documentation (including all copies thereof, in whatever form or media, delivered to or made by Customer) and all patent, copyright and other intellectual property rights with respect thereto and (ii) the Software and Documentation constitute valuable trade secrets, confidential information and proprietary properties of SEC and its suppliers. Accordingly, Customer agrees that it will have no rights in the Software or Documentation other than those granted under this License Agreement and agrees to abide by the restrictions on its use of the Software and Documentation set forth in Section 5 of this License Agreement.

5.Use and Copies. Customer may use the Software and Documentation only in conjunction with the other equipment identified in the Equipment Agreement, as part of the access control, closed circuit television or other security system being acquired from SEC and for Customer's internal business purposes. SEC will furnish the Software to Customer solely in object code form.