LICENSE AGREEMENT

Copyright (C) 2002-2008 by Philex Enterprises Inc. All Rights Reserved.
Visec is a registered trademark of Philex Enterprises, Inc.

All trademark rights reserved internationally including Madrid System for the International Registration of Marks

LICENSE

THE VISEC PROGRAM, HEREIN CALLED THE "SOFTWARE", IS OWNED BY PHILEX ENTERPRISES INC., AND IS PROTECTED BY UNITED STATES AND INTERNATIONAL COPYRIGHT LAWS. (AND INTERNATIONAL TREATIES). UPON YOUR AGREEMENT TO AND COMPLIANCE WITH THE TERMS OF THIS LICENSE AGREEMENT, PHILEX ENTERPRISES, INC. GRANTS YOU, HEREIN CALLED THE "LICENSEE", THE FOLLOWING NON-TRANSFERABLE, NON-EXCLUSIVE RIGHTS OF USE. PHILEX ENTERPRISES INC.. HAS THE RIGHT TO TERMINATE THIS AGREEMENT IF THE "LICENSEE" FAILS TO COMPLY WITH ANY TERM OR CONDITION OF THIS AGREEMENT. NO TITLE TO THE INTELLECTUAL PROPERTY IN THE "SOFTWARE" IS TRANSFERRED TO YOU. THE "LICENSEE" DOES NOT ACQUIRE ANY RIGHTS TO THE "SOFTWARE" EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE.

GRANT OF LICENSE REGARDING THE PROGRAM

PHILEX ENTERPRISES INC. GRANTS THE "LICENSEE" THE FOLLOWING RIGHTS REGARDING THE USE OF THE "SOFTWARE": 1) USE OF THE "SOFTWARE" FOR THE "LICENSEE'S" PERSONAL OR BUSINESS PURPOSES. 2) COPYING THE "SOFTWARE" i) THE "LICENSEE" MAY NOT MAKE COPIES OF THE "SOFTWARE" OTHER THAN THOSE GRANTED BY LAW FOR ARCHIVAL OR BACKUP PURPOSES. ii) THE "SOFTWARE" MAY BE TRANSFERRED TO THE HARD DISK OF ANY COMPUTER, OR NETWORK OF COMPUTERS, BELONGING TO THE "LICENSEE".

RESTRICTIONS REGARDING THE PROGRAM

THE "LICENSEE" MAY NOT DISTRIBUTE, SUBLICENSE, LEASE, SELL, RENT OR OTHERWISE TRANSFER THE "SOFTWARE", OR ANY MODIFICATION OR DERIVATIVE THEREOF, TO ANY OTHER INDIVIDUAL OR GROUP FOR ANY REASON.

LIMITATIONS OF LIABILITY AND DISCLAIMER OF WARRANTY

THERE ARE NO WARRANTY RIGHTS GRANTED TO YOU, THE "LICENSEE", REGARDING THE "SOFTWARE". THE "SOFTWARE" AND ACCOMPANYING WRITTEN MATERIALS ARE SUPPLIED TO THE "LICENSEE" "AS IS" WITHOUT WARRANTY OF ANY KIND. PHILEX ENTERPRISES INC. DOES NOT GUARANTEE, WARRANT, OR MAKE ANY REPRESENTATIONS, EITHER EXPRESSED OR IMPLIED, REGARDING THE USE, OR THE RESULTS OF THE USE OF THE "SOFTWARE" OR THE GENERIC WRITTEN MATERIALS WITH REGARDS TO RELIABILITY, ACCURACY, CORRECTNESS, OR OTHERWISE. THE "LICENSEE" ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE "SOFTWARE".

PHILEX ENTERPRISES INC. SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES, FOR ANY DAMAGES WHATSOEVER, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE "SOFTWARE", EVEN IF PHILEX ENTERPRISES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR PHILEX ENTERPRISES INC. IS AT FAULT OR ERROR FOR THE DAMAGES.

BY USING "SOFTWARE," LICENSEE AGREES TO ALL TERMS AND CONDITIONS AND AGREES TO HOLD PHILEX ENTERPRISES INC HARMLESS, ITS EMPLOYEES AND ANY TIER ASSOCIATED WITH DEVELOPMENT OF "SOFTWARE" HARMLESS OF ANY PROBLEMS, ERRORS, LEGAL FEES, COURT FEES AND ANY EXPENSES ASSOCIATED WITH PROBLEMS DIRECTLY OR INDIRECTLY RELATING TO "SOFTWARE."

LICENSEE herby agrees that a single valid purchase shall grant licensee a single valid activation number (also may be referred to as: key code, serial number, install, install code, license) limited to installing the Visec Software on one computer per license. One computer is defined as one unique combination of Operating System(OS), Processor(CPU) and Hard Drive(HD). Attempting to use a single license of the Visec Software to install the Visec Software on multiple computers is strictly prohibited and will be punished to the maximum possible extent under the law.

LICENSEES that need to reinstall the Visec Software on a new or existing machine will need to provide the Visec Corporate Offices or authorized dealers a valid proof of purchase and original activation number. LICENSEES are not entitled to complimentary updates of the Visec Software. LICENSEES agrees that tech support will be provided for 120 days free of charge from the date of purchased (excluding router/network configurations). After this period,

LICENSEES will be charged an agreed upon, hourly technical support fee. Philex Enterprises, Inc, Visec, its affiliates and authorized dealers offer licensees an easier way to utilize the remote access feature via a website with a secure login.

LICENSEES agree that no guarantee is granted that such service will be free and in the future, such services may be subjected to fees PROPRIETARY RIGHTS Licensee shall acquire no rights in the VISEC Software as set forth herein. Title and ownership of all proprietary rights in the VISEC Software, including any copyright, patent, trade secret, trademark or other intellectual property rights, will at all times remain the property of Philex Enterprises, Inc. Licensee agrees not to remove or obliterate any copyright, trademark or proprietary rights notices of Philex Enterprises, Inc and Visec from the Software and/or Product.