HY-SECURITY GATE, INC. ("Hy-Security")

OPERATOR CODE

END USER LICENSE AGREEMENT

IMPORTANT -- PLEASE READ THIS AGREEMENT CAREFULLY. YOUR USE OF THE SOFTWARE IS CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT CONTAINS CERTAIN DISCLAIMERS, WHICH YOU SHOULD READ. If you do not agree to theSE terms AND CONDITIONS, DO NOT click on the "I ACCEPT" BUTTON AND DO NOT USE THis SOFTWARE, and THEN return this software and all accompanying documentation to hy-security within THIRTY (30) days of the Date of your receipt of the software.

This Agreement sets forth the entire agreement, and supersedes any and all prior purchase orders, acknowledgments, agreements, and oral or written communications or understandings, of the parties regarding Your use of the Software.

Section 1. Definitions

1.1 "Software" means the program(s) known as Operator Code (versions h2.xx, h3.xx, h4.xx and h5.xx) together with any embedded user documentation, related documentation, or other materials delivered by Hy-Security to You in connection with this Agreement (excluding documentation or materials delivered pursuant to a separate Equipment purchase agreement), and any future error corrections, enhancements, or new releases of the same that are acquired and installed by You.

1.2 "Term" means the period of time specified in Section 3.1 of this Agreement.

1.3 "You" or "Your" refers to the individual or entity that obtains the Software from Hy-Security.

Section 2. License

2.1 Grant of Limited License. The Software is licensed to You at no additional charge in connection with Your installation, maintenance and servicing of Hy-Security equipment (the "Equipment").  Subject to the restrictions set forth in Section 2.2 and other provisions of this Agreement, Hy-Security hereby grants to You a nonexclusive, nontransferable (except in connection with an assignment in accordance with Section 5.1 of this Agreement), royalty-free, worldwide license to install and use the Software during the Term, in object code form only, solely for Your internal business purposes. The Software may be installed and used on only one single computer at a single geographic location at any time (the "Permitted Computer"). You may make a single electronic copy of the Software solely for archival or backup purposes. You may not install or use the Software on any other computer or shared network unless You have purchased a multiple user license from Hy-Security. All copies of the Software shall contain all copyright and other proprietary notices or legends of Hy-Security or its licensor that are contained in the Software, and You may not remove any such notices. You must include all such proprietary notices on any copy of the Software that You make.

2.2 License Restrictions. All applicable rights in copyrights, trademarks, service marks and trade secrets in the Software, as well as other data or materials utilized or developed by Hy-Security in connection with the Software, including, without limitation, any modifications or enhancements thereto or thereof, are and will remain in Hy-Security. Hy-Security reserves all rights in and to the Software not expressly granted to You in this Agreement. No title to or ownership of the Software or any proprietary rights related to the Software is transferred to You under this Agreement. Without limiting the foregoing, You will (a) not use or copy the Software for any purpose or in any manner other than that expressly set forth in Section 2.1 above; (b) not distribute, lend, license, rent, grant a security interest in, or otherwise transfer any rights to the Software, in whole or in part; (c) not reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover or recreate the source code to the Software; (d) comply with all applicable laws, rules, regulations, orders, and other requirements, including, without limitation, U.S. export control laws, in Your use of the Software; (e) not make any modification, adaptation, improvement, enhancement, translation, or derivative work of or to the Software; (f) not remove, alter, or obscure any proprietary notices (including, without limitation, copyright notices) of Hy-Security or its suppliers in the Software; and (g) not use the Software for purposes for which it is not designed.

2.3 U.S. Government Rights. If acquired by an agency of the United States government, the Software is provided with Restricted Rights, and use is subject to restrictions as set forth in 48 CFR 52.227-14, DFARS 252.227-7014, and other applicable clauses. If used or acquired by the U.S. Government, the U.S. Government acknowledges that the Software constitutes "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, and that the U.S. Government's rights are limited to those specifically granted to You, the licensee, pursuant to this Agreement. The contractor/manufacturer is Hy-Security Gate, Inc., 6623 South 228^th Street, Kent, Washington 98032, USA.

2.4 Support. Hy-Security is not required to notify You of or provide to You any correction, modification, enhancement, new release, update, maintenance or other support of the Software except as expressly provided under a separate agreement with Hy-Security. For information on obtaining maintenance or other support services, please contact Hy-Security by e-mail at info@hysecurity.com or by phone at 1-800-321-9947. In no case will Hy-Security have any obligation to repair or replace the Software if the failure of the Software has resulted from accident, abuse, misapplication, malfunction of Your equipment, other software not licensed by Hy-Security, alteration or modification to the Software by You or an unauthorized third party, or any activity prohibited by Section 2.2.

2.5 Equipment. You are responsible for obtaining, providing and maintaining all equipment and licenses necessary to use the Software, including, without limitation, all computer hardware and software licenses for your underlying computer system. Further, you are responsible for maintaining the security of your personal information, including, without limitation, login information and passwords, if any, used in connection with your use of the Software. The parties are responsible for maintenance on the Equipment as provided under that separate written agreement.

Section 3. Term and Termination

3.1 Term. The Term of this Agreement will commence upon your acceptance of this Agreement, and will continue for as long as You use the Software, subject to any other agreement in writing you may have with Hy-Security or any earlier termination as permitted under this Agreement.

3.2 Termination.

3.2.1 You may terminate the Term at any time by ceasing Your use of the Software and removing all copies of the Software from Your computer or in your control.

3.2.2 Hy-Security may terminate the Term upon written notice to You if You breach this Agreement and fail to cure the breach within thirty (30) days after your receipt of such notice.

3.3 Survival. Upon termination of the Term, You will immediately discontinue use of the Software and destroy all originals and copies of the Software in Your possession or control. Sections 2.2, 2.3, 3.3, 4, and 5.2, 5.5, 5.6 and 5.7 will survive any termination of the Term.

Section 4. Representations and Disclaimers

4.1 Representations.

By entering into this Agreement and/or using the Software, You represent and warrant to Hy-Security that (i) You are at least eighteen (18) years old; (ii) You have the legal right and authority to enter into this Agreement for yourself or on behalf of your employer, and (iii) You will use the Software only for lawful purposes and in accordance with this Agreement.

4.2 Disclaimer of Warranties. THE SOFTWARE IS PROVIDED "AS-IS" AND "AS AVAILABLE" WITH ALL BUGS, ERRORS, DEFECTS AND DEFICIENCIES." HY-SECURITY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OR TRADE). HY-SECURITY DOES NOT WARRANT THAT ALL ERRORS OR DEFECTS WILL BE OR CAN BE CORRECTED.

4.3 No Consequential Damages. NEITHER HY-SECURITY NOR ANY OF ITS SUPPLIERS WILL HAVE, AND YOU RELEASE HY-SECURITY AND ALL OF ITS SUPPLIERS FROM, ANY LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, OR OTHERWISE) FOR ANY DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, ANY LOSS OF DATA, SAVINGS, OR PROFITS, ANY COST OF PROCURING SUBSTITUTE GOODS, OR DAMAGES FOR PERSONAL INJURY, BODILY INJURY OR PROPERTY DAMAGE), EVEN IF HY-SECURITY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

4.4 Limitation of Damages. IF A COURT OR ANY PERSON WITH AUTHORITY TO AWARD ANY RELIEF OR DAMAGES ARISING OUT OF THIS AGREEMENT STRIKES ANY PROVISION OF SECTIONS 4.2 OR 4.3 SUCH THAT YOU ARE PERMITTED TO PURSUE DAMAGES FOR ANY CLAIMS, RIGHTS, LIABILITIES, WARRANTIES AND OBLIGATIONS DISCLAIMED OR EXCLUDED IN SECTIONS 4.2 OR 4.3, THEN IN SUCH EVENT HY-SECURITY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED $100. THE LIMITATIONS SET FORTH IN THIS SECTION 4 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

4.5 Assumption of Risk. ADDITIONALLY, YOU ASSUME ALL RISK OF LOSS OR DAMAGE, AND HY-SECURITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGES OR HARMS, CAUSED TO YOUR COMPUTER HARDWARE OR SOFTWARE, EMPLOYEES, EQUIPMENT OR PREMISES DUE TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE.

Section 5. Miscellaneous

5.1 Assignment. You will not assign (whether voluntarily, involuntarily, by operation of law, or otherwise) this Agreement, the license granted under Section 2.1, or any of Your other rights under this Agreement without the prior written consent of Hy-Security, which may be withheld in its sole discretion. Hy-Security may assign this Agreement in whole or in part without Your consent. Subject to the restriction on assignments by You, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

5.2 Confidentiality. The Software is confidential and proprietary to Hy-Security. You will not publish or make any public disclosure of the Software or its related documentation without the prior written consent of Hy-Security. You agree that a breach of the confidentiality obligations by You shall cause immediate and irreparable monetary damage to Hy-Security and shall entitle Hy-Security to make application to a court of competent jurisdiction for injunctive relief in addition to all other remedies available at law.

5.3 Notice. Any notice or other communication under this Agreement given by one party to the other party will be in writing and will be deemed properly given when personally delivered, sent by fax (receipt confirmed), or sent by registered or certified mail, return receipt requested, to the other party's address. Your address is the one you provided to Hy-Security at the time You obtained a copy of the Software. Hy-Security's address is 6623 South 228^th Street, Kent, Washington 98032, USA. Either party may change its address for receipt of notices by giving notice to the other party in accordance with this Section 5.3.

5.4 Nonwaiver. Any failure by Hy-Security to insist upon or enforce strict performance by You of any of the provisions of this Agreement or to exercise any of Hy-Security's rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment to any extent of Hy-Security's right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will be and remain in full force and effect.

5.5 Applicable Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the state of Washington, without reference to its choice of law principles to the contrary, except that the 1980 UN Convention on Contracts for the International Sale of Goods or any successor thereto does not apply to this Agreement. You will not commence or prosecute any action, suit, proceeding, or claim arising under or by reason of this Agreement other than in the state or federal courts located in King County, Washington. You irrevocably consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement. It is understood and agreed by the parties that a breach of the provisions of this Agreement by the other party may cause irreparable damage for which recovery of monetary damages would be inadequate and that the non-breaching party may seek injunctive relief or other equitable relief to protect its confidential information, intellectual property rights and other rights under this Agreement, in addition to any and all remedies available at law.

5.6 Export Restrictions. You shall comply with any and all applicable export controls, trade regulations and laws (whether foreign or domestic), including, without limitation, the prohibition of exports into (or to a national or resident of) any country currently subject to a U.S. embargo or similar export restrictions (including Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria); or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or U.S. Department of Commerce's Denied Parties List or Entity List.

5.7 Miscellaneous. The headings in this Agreement are for the convenience of reference only, and shall not be used for purposes of interpreting or construing the provisions hereof. The provisions of this Agreement shall not be amended or modified except by a written instrument executed by both parties. You shall be responsible for all taxes (including, without limitation, sales, use, excise, value added and gross receipts, but excluding taxes based on Hy-Security's property or income), import duties, and fees and charges of any kind levied or imposed by any federal, provincial, state or local governmental entity for the Software. Neither party shall be liable for any costs or damages resulting from its inability to perform any of its obligations under this Agreement due to acts of God, the elements, strikes, actions or decrees of governmental bodies or any other causes beyond the reasonable control of the affected party (“Force Majeure Event”). A Force Majeure Event shall not constitute a breach of this Agreement. The party so affected shall immediately give notice to the other party of the Force Majeure Event. Upon such notice, all obligations of the affected party under this Agreement which are reasonably related to the Force Majeure Event shall be immediately suspended, and the affected party shall do everything reasonably possible to resume performance as soon as practicable. Nothing contained in this Agreement shall create a joint venture, agency, partnership, employment or any other relationship of a similar nature between the parties. Neither party shall have any power to act on behalf of or to bind the other party in any way. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby and, in such an event, such provisions shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable law.