This License Agreement (herein "License Agreement") made and entered into as of the day of 19 , by and between Honeywell Inc., a Delaware corporation, acting through its Honeywell Technology Center, having its principal offices in Minneapolis, Minnesota (hereinafter called "Honeywell"), and evaluators of MetaH (hereinafter called "Licensee").

1. Product Description(s):

"Software" means the MetaH software in object code format and related software documentation identified below:

2. License Grant:

Honeywell grants to Licensee a non-exclusive, non-transferable license to:

a) Use the Software, or copy the Software for use on a single computer solely for evaluation purposes; provided that the Software may not be networked or otherwise used on more than one computer or computer terminal at the same time without the prior written consent of Honeywell for the duration of the license term;

b) Use the Software, or copy the Software for use, on a temporary basis on backup computer if the computer on which it was first installed is inoperative; and

c) Make one copy of the Software for safekeeping (archives) or backup purposes or to copy the Software to a single hard disk for use under this License Agreement if the original copy is kept solely for backup or archival purposes; provided that any and all Honeywell copyright and proprietary notices are reproduced and included on such copies.

3. Proprietary Rights:

The Software and related documentation and all copies thereof remain the property of Honeywell and title thereto remains in Honeywell. All applicable rights in patents, copyrights, trademarks and trade secrets in the Software and related documentation remain in Honeywell.

Licensee agrees to (i) keep the contents of the Software and related documentation confidential, (ii) take all appropriate steps to prevent its unauthorized use or disclosure, and (iii) notify Honeywell promptly of any unauthorized reproduction, disclosure, distribution, or use of same.

Licensee may not sell, distribute, transfer, sublicense, assign, publish, disclose, display or otherwise make available the Software and related documentation or copies thereof to others except as permitted by this License Agreement. Licensee may not copy, modify, adapt, or translate the Software and related documentation except as permitted by this License Agreement without the prior written consent of Honeywell. Reverse assembly, reverse compilation, or any other reverse engineering of the Software, in whole or in part, by Licensee itself or with or through any third party, is expressly prohibited. Licensee agrees the Software will not be re-written in another computer language without the further written consent of Honeywell.

4. U.S. Government Restricted Rights:

The Software licensed hereunder includes computer software developed at private expense. Use, duplication, or disclosure thereof by U.S. Government is subject to restrictions set forth in FAR 52.227-19(c)(2) when applicable, or DFARS 252.227-7013(c)(1)(ii) when applicable, or NASA FAR Supplement 18-52.227-86(d) when applicable.

5. Term:

The term of this License Agreement shall be for a period of six (6) months commencing as of the date hereof. Notwithstanding, if Licensee fails to comply with any of its obligations hereunder or becomes the subject of any bankruptcy, insolvency, dissolution, or receivership proceeding, Honeywell will have the right to terminate this License Agreement and take immediate possession of the Software and related documentation and all copies wherever located, without demand or notice. Licensee may also terminate this License Agreement by written notice to Honeywell. Upon the expiration or termination of this License Agreement, Licensee agrees to return all copies of the Software and related documentation obtained or made by or through Licensee to Honeywell or destroy same and provide Honeywell with a certification that such copies have been destroyed.

6. Export Restrictions:

These commodities, technology, or software were exported from the United States in accordance with the International Traffic in Arms Regulations; CFR 125.4(13) is applicable. Diversion contrary to U.S. law prohibited. It may not be used in activities involving the development, production, use or stockpiling of chemical, biological, or nuclear weapons or missiles.

7. Warranty:

THE SOFTWARE AND ANY RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT MAINTENANCE, DEBUGGING, SUPPORT, IMPROVEMENTS, OR WARRANTY OF ANY KIND. FURTHER, HONEYWELL DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE CUSTOMER. IF THE SOFTWARE IS DEFECTIVE, LICENSEE AND NOT HONEYWELL ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. HONEYWELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY PROPERTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, OR SERVICES PROVIDED PURSUANT TO THIS LICENSE AGREEMENT.

8. Limitation of Liability:

IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY LOSS, DAMAGE, OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND arising out of the use or inability to use the Software, even if Honeywell has been advised of the possibility of such damages.

9. Assignment:

Licensee shall not assign or otherwise transfer any rights or obligations under this License Agreement without the express written consent of Honeywell. Any attempt to assign or transfer this License Agreement, or any rights or obligations hereunder, without express written consent is null and void.

10. Evaluation Feedback:

Licensee acknowledges that the Software is a research tool still in the development stage and that this License Agreement is entered into to encourage scientific collaboration aimed at further development and application of the Software. Licensee agrees to inform Honeywell regarding the successful or unsuccessful use of the Software, including but not limited to any errors or bugs it finds in the Software, so that Honeywell may improve the Software. Without limitation, Honeywell will have no obligation to resolve any problems, to correct any bugs, to establish compatibility with any other software, hardware, or prior or future versions of the Software, or to release the Software as a product.

11. No Other Rights:

No other rights are granted except as expressly provided in this License Agreement.

12. Governing Laws:

The laws of the State of Minnesota and the United States shall solely govern this License Agreement and all related disputes, without regard to any conflicts of law provision.

13.Waiver:

No express waiver or failure to enforce any provision of this License Agreement shall be deemed or constitute a permanent waiver of such provision or a waiver of any other provision unless otherwise expressly stated in writing.

14. Severability:

Every right or remedy herein conferred upon or reserved to either party is not exclusive but accumulative of any other right or remedy herein or provided or permitted by law or equity. In the event any provision of this License Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining portions shall not be affected thereby, and the parties agree to negotiate in good faith a valid and enforceable replacement provision reformulating the intent of the parties.

15. Survival of Obligations:

Sections 7 and 8 shall survive the expiration or termination of this License Agreement.

16. Entire Agreement:

This License Agreement sets forth the entire agreement and understanding between the parties as to the subject matter of this License Agreement and supersedes, cancels, and merges all agreements, negotiations, commitments, writings, and discussions between them as to the subject matter as of the effective date of this License Agreement. This License Agreement may be amended only by an instrument in writing executed by Licensee and Honeywell.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Honeywell Technology Center
By:

Name: Wayne Prochniak
Title: Legal Counsel/Mgr. Of Contract Mgmt.
Date: