MMB SERIAL PROTOCOL DOCUMENTATION LICENSE AGREEMENT

This MMB Serial Protocol Documentation License Agreement ("Agreement") is a legally binding agreement between you (either an individual or entity, as applicable) ("You" or "Your") and MMB Research Inc. ("MMB") and is entered into for good and valuable consideration. Please read the following terms and conditions carefully before downloading, reading or using the MMB Serial Protocol Documentation ("Documentation"). They define Your rights and obligations with respect to the Documentation. If You do not agree with any of the provisions of this Agreement, do not download, read or use the Documentation.

THIS DOCUMENTATION IS PROVIDED SOLELY TO ASSIST YOU IN YOUR INTERNAL DEVELOPMENT AND ENHANCEMENT OF HOME AREA NETWORK DEVICES AND SIMILAR DEVICES AUTHORIZED BY MMB ("DEVICES") SO THAT THEY CAN COMMUNICATE WITH MMB'S "RAPIDHA" SOFTWARE ("RAPIDHA") USING THE PROPRIETARY MMB SERIAL PROTOCOL ("MMB PROTOCOL"). DOWNLOADING THE DOCUMENTATION INDICATES YOUR AGREEMENT WITH AND ACCEPTANCE OF ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. AN INDIVIDUAL WHO DOES NOT HAVE AUTHORITY TO BIND THE ENTITY DOWNLOADING THE DOCUMENTATION SHOULD NOT USE THE DOCUMENTATION WITHOUT OBTAINING APPROVAL OF THIS AGREEMENT FROM A PERSON HAVING SUCH AUTHORITY. MMB MAY AT ANY TIME AND AT ITS SOLE ELECTION REPLACE, MODIFY, ALTER, IMPROVE, ENHANCE, OR CHANGE THE DOCUMENTATION OR THE MMB PROTOCOL.

1.                    Limited License. Subject to the terms and conditions of this Agreement, and in consideration for the payment of the applicable license fees to MMB, MMB hereby grants You, during the term of this Agreement, a limited, non-exclusive, nonsublicenseable, and non-transferable license solely to internally use the Documentation to assist in Your development and enhancement of Your Devices so that they can communicate with RapidHA using the MMB Protocol. You may only keep one (1) electronic copy of the Documentation on one designated computer and may only print one (1) copy of the Documentation for the foregoing licensed uses.

2.                    Restrictions on Use. You shall: (a) hold the Documentation in confidence; (b) not provide, permit access to, or make available the Documentation to any person except to Your employees on a "need to know" basis; (c) not reproduce or copy the Documentation in whole or in part except as expressly authorized under this Agreement or to make one (1) copy for archival or backup purposes; (d) not use the Documentation or MMB Protocol to design or develop, or have designed or developed for You or on Your behalf, any software and/or hardware device that competes with the RapidHA or related line of products; and (e) not sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Documentation.

3.                    Intellectual Property Rights. The Documentation and MMB Protocol are owned by MMB and is protected by Canadian and international copyright laws and treaty provisions. The Documentation and MMB Protocol are provided to You subject to license and this is not a sale and does not transfer to You any title or ownership interest in or to the Documentation or MMB Protocol or any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related to the Documentation or MMB Protocol. All right, title and interest, including without limitation, all worldwide patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights, in and to the Documentation, the MMB Protocol, and all derivatives of the foregoing, remains and shall remain with MMB. You shall not remove, alter, or obscure any proprietary notices contained on or within the Documentation, and any storage media containing the Documentation, and shall reproduce such notices on any permitted copy of the Documentation.

4.                    Confidential Information. You agree not to use (except as expressly permitted under the license granted in Section 1), or disclose to any third party, the Documentation, the MMB Protocol, or any information regarding the design, function, or test results of the Documentation or the MMB Protocol, or any other know-how, technical data or other information, which relates to the Documentation or MMB Protocol (collectively, "Confidential Information"). Any suggestions, comments or other feedback provided with respect to the Documentation or MMB Protocol by You is and shall be given entirely voluntarily and shall not create any confidentiality obligation for MMB who shall be free to use such feedback without restriction. The parties understand, however, that, except for the MMB Protocol, Confidential Information shall not include any information that You can show (i) is already public knowledge without breach of any confidentiality obligation, (ii) was known to You as shown by Your files and records prior to the time of disclosure by MMB, or (iii) is hereafter rightfully furnished to You by a third party without restrictions on disclosure and without breach of any confidentiality obligation. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information, which measures shall include the highest degree of care that You utilize to protect Your own Confidential Information of a similar nature. You agree to notify MMB in writing of any misuse or misappropriation of Confidential Information which may come to Your attention.

5.                    DISCLAIMER. THE DOCUMENTATION AND MMB PROTOCOL ARE LICENSED ON AN "AS IS" BASIS. MMB MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THIS AGREEMENT AND EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.                    Termination. MMB may terminate this Agreement and the license granted hereunder at any time, upon written notice, if You fail to comply with any of the terms and conditions of this Agreement. Within five (5) days of the date of a request from MMB, You shall return or destroy and provide written officer certification in relation thereto, at MMB's discretion, all copies of the Documentation and any related materials, or MMB may in its discretion attend at Your site to effect compliance with the foregoing. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, and 9 shall survive termination of this Agreement.

7.                    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW, IN NO EVENT WILL MMB BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA OR USE OR PROFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE USE OF THE DOCUMENTATION, HOWEVER CAUSED AND WHETHER BASED IN BREACH OF WARRANTY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF MMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MMB'S MAXIMUM AND AGGREGATE LIABILTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE LICENSE FEES PAID BY YOU FOR THE DOCUMENTATION TO MMB. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MMB'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8.                    Remedies. You agree that Your obligations provided under this Agreement are necessary and reasonable in order to protect MMB and its business, and You expressly agree that monetary damages would be inadequate to compensate MMB for any breach by You under Sections 1, 2 or 4. Accordingly, You agree and acknowledge that any such violation or threatened violation would cause irreparable injury to MMB and that, in addition to any other remedies that may be available, in law, in equity or otherwise, MMB shall be entitled to obtain injunctive relief against such threatened breach or the continuation of any such breach by You, without the necessity of proving actual damages and without posting security.

9.                    Miscellaneous. This Agreement is the entire agreement between the parties relating to the subject matter hereof and may only be modified in writing signed by both parties. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein without reference to conflicts of law principles. In any dispute arising out of this Agreement, MMB and You each consent to the jurisdiction of the provincial and federal courts in the City of Toronto, Province of Ontario, and agree to bring any actions arising out of this Agreement in such courts. If any provision of this Agreement is held unenforceable, the remainder of this Agreement will continue in full force and effect. No waiver of this Agreement shall be binding unless executed in writing by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. This Agreement may be delivered by facsimile or similar transmission, and a facsimile or similar transmission evidencing execution shall be effective as a valid and binding agreement between the parties for all purposes.

Acceptance of this license agreement is a requirement of using this kit and receiving support from MMB Research. You acknowledge that you have read this Agreement, that you understand it, and that you agree to be bound by all its terms and conditions by utilizing the materials and/or products in this kit, installing the RapidHA Desktop software, and/or registering your software and/or kit with MMB Research.