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Exhibit 10.8    
    


 
 

WORLD-WIDE SUPPLY AGREEMENT BETWEEN
  HONEYWELL INTERNATIONAL AND
  AGREEMENT CONTROL NUMBER FPHW2084    
    


        Whereas Honeywell International, acting through and on behalf of its Home and Building Control North America Region (NAR) Automation & Control Products
(ACP) ("Buyer") and Axcess, Inc. ("Seller") are desirous of entering into a comprehensive
agreement for the purchase and sale of Radio Frequency Identification and other related technology and complementary products. 


        Whereas,
Seller has represented to Buyer that  Seller will be able to sell equipment and parts, and perform services
in accordance with this Agreement; and in consideration of the premises of the
mutual undertakings hereunder, the parties agree as follows: 


1.) TERM/TERMINATION  


A.)
Term 


        Unless
terminated earlier pursuant to paragraph 1B below, this Agreement shall be in effect for a period of 2years, commencing June 30, 2003 and ending June 30, 2005
and may be extended on a year to year basis by mutual written agreement of the parties on 60 days' prior written notice by Buyer to  Seller prior to
termination hereof via a dual signature amendment letter. 



B.)
Termination 


        The
intent of this agreement between Buyer and Seller is that it remain in effect for a
period of 2 years pursuant to paragraph 1A above; however, Buyer may terminate this Agreement at any time, with or cause, upon sixty
(60) days' prior written notice to Seller. 


2.) AGREEMENT SCOPE  



A.)
Equipment/Parts/Material/Products 


        Seller agrees to sell to Buyer and Buyer
may elect to purchase from Seller as a preferred supplier, the equipment and services as summarized in attached Schedule "A". 


        Buyer's plants or branch business units will issue purchase orders and/or releases under this supply agreement. Such purchase orders or
releases shall govern the type and quantity to be purchased. If Buyer submits such purchase orders,  Seller shall sell the products set forth pursuant to
the terms of this Agreement and the Purchase Order, subject to the provisions of Section 12
of this Agreement. 


B.) WEB PURCHASING SYSTEM 


        Seller agrees to work with Buyer's third party provider to be set up on the web purchasing
system (ACeSS). The Buyer purchasing web site will be the primary outlet for Honeywell branch level purchases, the secondary outlet is orders placed
with MasterCard. It is Seller'sresponsibility to ensure pricing on the web based purchasing system catalog is current, correct and is reflective of the
price structure established in this agreement. 



C.) COVERAGE 


        All
of Buyer's domestic and international operating departments and subsidiary company plants shall be afforded pricing structure as
defined herein. Additionally, third party contractors and design engineering firms will receive Buyer's pricing upon presentation of  Buyer's agreement
control number 


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D.) EXPECTATIONS 



	•
	Executive
management commitment



	•
	World
class quality (zero defects)



	•
	Reduced
cycle time



	•
	Reduced
cost



	•
	Technical
/ service support



	•
	Document—product
confidentiality



	•
	Mutual
development of long range plans



	•
	Continuing
involvement / assistance after installation



	•
	Commitment
to constant, measurable productivity improvement as defined in Section 7



	•
	Responsiveness
to changing conditions, problems, and requests



	•
	Joint
efforts to advance the objectives of the agreement



	•
	Cost
Reduction Strategies



	•
	Electronic
catalog and electronic catalog capabilities



	•
	On-Time
Delivery



	•
	Lead
Time Reduction to meet Benchmarks



	•
	Employee
Training Programs, e.g. Buyers, Process Improvement Skills



	•
	Participate
in Early Supplier Involvement on Buyer New Product Development Programs



	•
	Inventory
Reduction Programs



	•
	Metrics
and Targets (as defined by Commodity Team)



	•
	Early
Communication on product obsolescence 




3.) QUANTITY  


        Buyer will purchase from Seller such quantities of equipment,
parts, and services available hereunder as it elects. Any forecasts of purchases provided by Buyer to  Seller are for planning purposes only and shall not
constitute a commitment to purchase. 



4.) PRICE/PAYMENT TERMS AND SHIPMENT  



	a.
	The
purchase prices and applicable price structure of the Product during the term of this Agreement shall be as specified in Attachment A. Requests for pricing adjustments after
initial firm price period (12 months from the effective date of this agreement) must be submitted in writing at least 90 days prior to proposed price change date. Any price adjustment
must be fully documented and provide comparison to previous pricing, and is subject to Honeywell review 




        Seller is expected to be forthcoming with price decreases as market conditions change and as productivity and efficiencies reduce costs
for all and will seek to offset unavoidable price increases by driving productivity initiatives and cost reduction opportunities. If a price change is accepted,  Buyer will issue a written amendment to
this Agreement. If unacceptable, Buyer may terminate that
portion of the Agreement on which the prices are unacceptable. 


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	b.
	The
FOB point shall be Carrollton, TX. 



Freight
charges shall be paid by Buyer. 


The
parties agree to work together to determine the most effective methods of transportation. 



	c.
	Payment
terms shall be Net 60. Payment terms for international orders shall be negotiated between the Honeywell buying location and the supplier. All payments shall be made in U.S.
currency unless otherwise noted in Schedule A. Order placement and payment may also be made with Master Card if agreed to by both parties.



	d.
	Duty,
taxes, and customs clearance are normally paid by consignee. The parties agree to work together to determine the most economical means of processing orders. 




6.) REBATES  



	•
	In
addition to competitive discount pricing, Seller agrees to provide Buyer
with a mutually agreed upon Rebate Schedule (See Schedule B)



	•
	Seller will extend discounted pricing to Buyer's Subcontractors and Business
Partners (such as Business Contractor Initiative [BCI])



	•
	Seller will include specified Buyer Subcontractors' and Partners' volume when
calculating rebate



	•
	Seller will remit payment for earned rebates to Buyer quarterly as
established in Schedule D 




7.) MOST FAVORED NATIONS  


        Seller will not sell products to others at a lower price than that provided to  Buyer where
volume levels are equal to or less than Buyer volume as measured on an annualized basis
provided the terms of purchase are comparable. 


8.) PRODUCTIVITY IMPROVEMENT  


        Seller will identify and implement cost reduction opportunities, without sacrificing quality.  Seller agrees to aggressively seek out and advise Buyer of cost reduction opportunities in the areas of,
but not limited to: cycle time reduction, distribution, standardization, paperwork reduction, scrap reduction, material substitution and packaging. 


11.) DELIVERY  


        The parties hereto recognize that on-time deliveries are an important consideration to Buyer in
managing its operations. Therefore, Seller will deliver equipment/product/material no later than the delivery date specified by  Seller at the time of order
release. If Buyer does subsequently alter a Purchase Order, both parties
shall mutually agree on a new delivery date. Seller will maintain a record of its performance compared to delivery dates specified, and agrees to
aggressively pursue programs to accomplish delivery on time, all the time. 


12.) SUBCONTRACTOR PERFORMANCE  


        Subcontractor performance where permitted by Buyer (see Schedule "C" paragraph 4) shall be under the
control and responsibility of Seller and Seller shall be liable for the acts or omission of its subcontractors in failing to comply with its obligations to Buyer hereunder.  Seller recognizes its
responsibility for delivery of items supplied by third parties as well as direct deliveries by Seller.  Seller agrees to follow up as promptly as practicable on quality problems and past-due orders, and
to keep appropriate  Buyer locations advised as to the status of such on a timely basis. Seller agrees to establish 


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a
system to track and evaluate such performance of third parties, and to consider such performance in selecting third party suppliers. 


13.) QUALITY  


        A.) Seller shall maintain a quality control program with the objective to yield one hundred percent (100%)
conformance with quality requirements (i.e., zero defects). 



        B.)  Seller shall use its best efforts to maintain a system designed to minimize defective performance by  Seller's suppliers and subcontractors. 


        C.)
Seller shall actively pursue meeting Buyer's own certification requirements as may be
provided by buyer 


        D.)
Seller shall have electronic catalog and electronic supply chain capabilities. 



14.) SPECIFICATIONS  


        Seller will perform work hereunder in accordance with any specifications provided with the Purchase Order and such
other applicable standards that are incorporated into subject specifications. 


15.) PURCHASE ORDERS/F.A.R. REQUIREMENTS  


        Individual Purchase Orders may contain provisions and conditions in addition to those set forth herein, in accordance with  Buyer's
material policies. Buyer's Standard Terms and Conditions as noted in Schedule "C" constitute an
integral a part of this Agreement and, by reference, a part of each subsequent Purchase Order. In the event of a conflict between the terms and conditions on the reverse side of such Purchase Orders
and the terms and conditions of this Agreement as noted in Schedule "C", the terms and conditions of this Agreement (Schedule "C") shall prevail. 


        Individual
Purchase Orders or other release documents may be subject to Federal Acquisition Regulations. Where required, these orders may be subject to Cost Accounting Standards,
Disclosure Statements, Clean Air and Water Certificates, Certificates of Current Cost and Pricing Data and other Public Laws and Government Regulations. 



16.) INVENTORY  


        Seller will maintain inventory levels to service Buyer's
operations based on historical buying habits as stated lead times as defined in attachment A and as forecasted in discussions between designated Seller
and Buyer representatives. 


17.) RECORDS AND INSPECTION  



	(i)
	For
"list and discount" or "cost-plus" pricing agreements, Seller agrees to maintain, in accordance with
Generally Accepted Accounting Principles and Practices, suitably detailed records as may be necessary to adequately reflect the accuracy of Seller's
charges and invoices for reimbursement under this Agreement. Seller shall permit Buyer's auditors to
have access at all reasonable times to Seller's books and other records pertaining thereto and Seller shall require each of its Subcontractors to do
likewise with respect to their books and records. Seller and each Subcontractor shall also furnish such other information as may be needed by  Buyer's
representatives in auditing the aforesaid accounts. 




Buyer may perform audits at any time prior to two (2) years following completion of this Agreement. If, as a result of any such review or audit,
any invoice submitted by Seller is found to be in error, appropriate adjustment shall be made to such invoice or the next succeeding invoice following
the discovery of such error. If any invoice is found to be in error after 




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submission
of Seller's final invoice for equipment, components, or parts, such error shall be appropriately corrected and any amount due as a result
thereof shall be promptly paid by Seller or Buyer, as the case may be. 



	(ii)
	Buyer's duly authorized representatives shall have the right to visit, observe, and inspect  Seller's production and related
facilities utilized to accomplish the objectives of this Agreement at any time during  Seller's normal business hours. 




18.) METRICS  


        Seller shall monitor and report quarterly (at a minimum) and/or as directed by the Honeywell Commodity Supply
Leader, the following metrics: 


	1.
	Sales/Purchase
volume for Honeywell International, Subcontracts and Business Partners.



	2.
	Rebate
$'s earned based on sales/purchase volume. This report shall segregate and report special negotiated pricing when applicable.



	3.
	Problem
response and resolution



	4.
	Delivery
performance to order delivery schedules



	5.
	Product
quality performance 



        Other
metrics to be mutually agreed as needs change or as warranted, and will use those commercially reasonable efforts to establish targets for improvement for each parameter. 


19.) DOCUMENTS/NOTICES  



        Except as the parties may otherwise agree, all documents and notices concerning this agreement shall be forwarded as follows: 


	A.)
	To: Honeywell



1985
Douglass Drive N

Golden Valley, MN 55422 




        Invoices
and other project specific documents shall be submitted to appropriate Buyer Sites as specified by the Purchase Order or Release
Order under which equipment, components, or parts are to be delivered. 


	B.)
	To: Supplier



3208
Commander Dr.

Carrollton, TX 75006 




20.) ASSIGNMENT  


        This Agreement may not be assigned by either party without the prior written consent of the other party, which consent will not be unreasonably withheld 


21.) ENTIRETIES  


        This Agreement, along with the Schedules incorporated herein, embodies the entire agreement between the parties with respect to the subject matter hereof, and all
prior agreements concerning the same subject are superseded hereby. No modification of this Agreement shall be of any force or effect unless reduced to writing and signed by both parties. 


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        IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. 



	

Supplier	
 	

Honeywell International
	

By:	
 	

By:
	

Title:	
 	

Title: Commodity Leader
	

Date:	
 	

Date: June xx, 2003





SCHEDULE A  


LEAD TIMES:


AXCESS
PRODUCT LEAD TIMES ARE 4-6 WEEKS A.R.O. 


PRICING LEVEL:  


D2: THIS PRICING LEVEL REPRESENTS THE DEEPEST DISCOUNT DISTRIBUTOR PRICING THAT AXCESS OFFERS TO IT'S MOST FAVORED NATION RESELLERS. 



	MODEL
	 	ITEM DESCRIPTION
	 	HON Price
	 	List

	 ACTIVE TAG (AT SERIES) ACTIVATORS AND RECEIVERS
	
  AT-132-AT 000.009.011	
 	

ActiveTag Activator—Standalone tag activation transmitter (requires no ATU)	
 	
$	

 	
 	
$	

765
	
AT-132-NR-S

000.010.003	
 	

ActiveTag Network Receiver-Standard—Receiver with both Wiegand and RS-232 serial interface.	
 	
$	

 	
 	
$	

545
	
AT-132-NR-IP

000.010.004	
 	

ActiveTag Network Receiver (IP)—Receiver with both Wiegand and Ethernet TCP/IP interface.	
 	
$	

 	
 	
$	

1,425
	
ACTIVE TAG (AT SERIES) ANTENNAS
	

AT-132-A-PT

800.091.402	
 	

ActiveTag Plex Antenna-Thin—wall mount Plexiglas activation antenna, Size: 0.4 × 4.5 × 37 inches, Range: 6-8 ft with Personnel Tag.	
 	
$	

 	
 	
$	

495
	
AT-132-A-PW

800.091.400	
 	

ActiveTag Plex Antenna-Wide—post/ballard mount Plexiglas activation antenna, Size: 0:5 × 9 × 52 inches, Range: 6-8 ft with Vehicle Tag.	
 	
$	

 	
 	
$	

545
	
At-132-A-PO

800.091.401	
 	

ActiveTag Plex Antenna-Overhead—ceiling mount Plexiglas activation antenna, Size: 0.5 × 21 × 21 inches (2 inch clearance below ceiling) Range: 4 × 4 ft coverage at 9 ft height with Personnel or Asset Tag.	
 	
$	

 	
 	
$	

605
	
AT-132-A-F

800.091.002	
 	

ActiveTag Flex Antenna—thin, flexible activation antenna mounts under carpet, behind pictures, or overhead, Size: 0:2 × 10.5 × 21 inches, Range: 6-8 ft. with Personnel Tag, 4-6 ft. with Asset Tag.	
 	
$	

 	
 	
$	

655
	 	 	 	 	 	 	 	 	 



6





 

	
AT-132-A-F8

800.026.009	
 	

Picture Frame Antenna only—no antenna tuning unit Same as above but used with AT-132-AT and NR series applications	
 	
$	

 	
 	
$	

655
	
AT-132-AF10

800.026.011	
 	

Picture Frame Antenna only—no antenna tuning unit Same as above but used with AT-132-AT and NR series applications	
 	
$	

 	
 	
$	

715
	
AT-132-VL-S

000.005.038	
 	

ActiveTag Road Loop Antenna-Single Lane—in-pavement loop antenna kit for AT-132-AT Activator. Covers single lane up to 16' feet wide (4' X 16' saw cut loop). Includes TX antenna loop cable and AT-132-AW RX antenna kit with bracket, BNC
connectors and mounting hardware.	
 	
$	

 	
 	
$	

325
	
AT-132-VL-D

000.005.039	
 	

ActiveTag Road Loop Antenna-Double Lane—in-pavement loop antenna kit for AT-132-AT Activator. Covers single lane up to 36' feet wide (4' X 36' saw cut loop). Includes TX antenna loop cable and AT-132-AW RX antenna kit with bracket, BNC
connectors and mounting hardware.	
 	
$	

 	
 	
$	

385
	
AT-132-AW

000.005.050	
 	

Receive Antenna-Whip—315 MHz whip RX antenna kit. Includes antenna, bracket, coaxial cable, BNC connectors & mounting hardware.	
 	
$	

 	
 	
$	

105
	
AT-132-AW-B

800.028.002	
 	

Antenna Mounting Bracket-Whip—bracket assembly with BNC connector.	
 	
$	

 	
 	
$	

55
	
RFID TAGS

STANDARD COLOR IS BEIGE (BGE) UNLESS OTHERWISE SPECIFIED

BLACK (BLK) ONLY AVAILABLE WHERE INDICATED, SUBJECT TO AVAILABILITY
	

AT-132RF

800.115.001	
 	

Basic Ruggedized Key Fob Tag—ActiveTag for Personnel ID & Key Control. BLACK	
 	
 	

 	
 	
 	

33.00
	
AT-132PF

800.100.009	
 	

Basic Key Fob Tag—Replaceable Battery—No switch BLACK	
 	
 	

 	
 	
 	

31.00
	
AT-132P

800.100.007	
 	

Personnel Tag—ActiveTag for Personnel ID. Recessed case for PVC insert. Slotted. BLACK	
 	
 	

 	
 	
 	

28.00
	
AT-132PF-C

800.100.011	
 	

Personnel Fob Tag with Duress Button—ActiveTag for Personnel ID w/ button activated duress alarm, Replaceble Battery with Push Button. BLACK.	
 	
 	

 	
 	
 	

49.00
	
AT-132PB

800.097.013	
 	

Personnel Beacon Tag. ActiveTag with beacon signal.	
 	
 	

 	
 	
 	

42.00
	
AT-132V

800.097.008	
 	

Basic Vehicle Tag—ActiveTag for Vehicle ID. BEIGE ONLY.	
 	
 	

 	
 	
 	

28.00
	
AT-132W

800.112.001	
 	

Personnel Wrist Band Tag with Tamper Detect and Beacon	
 	
 	

 	
 	
 	

35.00
	
AT-132V-D	
 	

Vehicle Tag w/ Tamper Alarm & Disable upon removal.	
 	
 	

 	
 	
 	

35.00
	 	 	 	 	 	 	 	 	 






7





 

	
AT-132V-M

800.097.011	
 	

Metal Mount Equipment Tag—ActiveTag for equipment or vehicle ID. Mounts directly to exterior metal surfaces. Operates at extreme temperatures (-40 to +185 F). BLACK ONLY.	
 	
 	

 	
 	
 	

47.00
	

 	
 	

 	
 	
 	

 	
 	
 	

 
	
AT-132A

800.100.004	
 	

Basic Asset Tag—ActiveTag for Asset ID. BEIGE OR BLACK	
 	
 	

 	
 	
 	

33.00
	
AT-132A-T

800.097.003	
 	

Asset Tag with Tamper Detect—ActiveTag for Asset ID. Tamper alarm upon removal. BEIGE OR BLACK.	
 	
 	

 	
 	
 	

39.00
	
AT-132AB

800.100.003	
 	

Asset Beacon Tag—ActiveTag with beacon signal for Asset ID. BLACK ONLY.	
 	
 	

 	
 	
 	

47.00
	
AT-132AB-T

800.097.003	
 	

Asset Beacon Tag w/ Tamper Detect—Active Tag w/ beacon signal for Asset ID. Tamper alarm upon removal. BLACK ONLY.	
 	
 	

 	
 	
 	

50.00
	
AT-132AM

800.097.001	
 	

Asset Tag—ActiveTag for Asset ID. Mounts directly to metal surfaces.	
 	
 	

 	
 	
 	

47.00
	
AT-132AM-T

800.097.001	
 	

Asset Tag with Tamper Detect—ActiveTag for Asset ID. Tamper alarm upon removal. Mounts directly to metal surfaces.	
 	
 	

 	
 	
 	

53.00
	
AT-132AMB

800.097.001	
 	

Asset Beacon Tag—ActiveTag with beacon signal for Asset ID. Mounts directly to metal surfaces. BLACK ONLY.	
 	
 	

 	
 	
 	

61.00
	
AT-132AMB-TA

800.097.001	
 	

Asset Beacon Tag w/ Tamper Detect—Active Tag w/ beacon signal for Asset ID. Tamper alarm upon removal. Mounts directly to metal surfaces. BLACK ONLY.	
 	
 	

 	
 	
 	

66.00
	
AT-132AMBA

800.097.001	
 	

Asset Beacon Tag w/ Temperature Monitoring—ActiveTag w/ temperature monitoring for Asset ID. Mounts directly to metal surfaces.	
 	
 	

 	
 	
 	

70.00
	
AT-132AMB-TA

800.097.001	
 	

Asset Beacon Tag w/ Tamper Detect and Temperature Monitoring—ActiveTag w/ tamper alarm upon removal and temperature monitoring for Asset ID. Mounts directly to metal surfaces.	
 	
 	

 	
 	
 	

74.00
	
AT-132-L

800.097.002	
 	

Cargo Tag. Loop Mounted with Tamper detect. Black	
 	
 	

 	
 	
 	

26.00
	
AT-132-V-V

304.003.022	
 	

Hook and Loop Tape for tag mounting RFID Software and Accessories	
 	
 	

 	
 	
 	

2.00
	
RFID SOFTWARE AND ACCESSORIES
	
e/OLS

for EBI 400.020.001	
 	

e/OLS for EBI Axcess Asset Locator point server software (ordered through EBI Specifier)	
 	
 	

 	
 	
 	

4,047.00
	
AT-132-LED

800.061.001	
 	

LED Tag—Installation and diagnostic tool.	
 	
 	

 	
 	
 	

53.00
	 	 	 	 	 	 	 	 	 



8





 

	
AT-132-APS

800.054.001	
 	

Proximity Antenna	
 	
 	

 	
 	
 	

112.00
	
AT-DCR-1

133.001.001	
 	

Dry Contact Relay-Single- dry contact TTL relay for use with AT receivers 12-24VDC, 2 amp.	
 	
 	

 	
 	
 	

48.00
	
AT-132-AT-PS

141.002.006	
 	

Power supply for AT-132-AT (sold as replacement)	
 	
 	

 	
 	
 	

48.00
	
AT-132-NR-S-PS

141.002.007	
 	

Power supply for AT-132-NR-S (sold as replacement)	
 	
 	

 	
 	
 	

27.00
	
AT-132-NR-IP-PS	
 	

Power supply for AT-132-NR-IP (sold as replacement)	
 	
 	

 	
 	
 	

45.00
	
LCR55	
 	

LCR Inductance Meter	
 	
 	

 	
 	
 	

656.00





SCHEDULE B  


        Rebate Process 


SCHEDULE C  


        See Schedule C of this agreement 


9





 
 
 

SCHEDULE C
  PURCHASE ORDER TERMS AND CONDITIONS
  BETWEEN HONEYWELL AND SUPPLIER    
    


1.) ACCEPTANCE AND TERMS AND CONDITIONS:  


        A.) Seller shall accept this Strategic Agreement and any subsequent purchase orders and any amendments thereto by signing the Acceptance Copy and returning it to
the Buyer promptly. 


        B.)
By acceptance of this Strategic Agreement and the subsequent purchase orders, Seller agrees to be bound by, and to comply with all the Terms and Conditions, including any amendments
thereto, and all specifications and other documents referred to in the purchase orders. However, performance of the work called for in the purchase orders, in the absence of the Seller's written
acknowledgment thereto shall be deemed acceptance of the purchase orders. 


        C.)
This Strategic Agreement, and any subsequent purchase order, does not constitute an acceptance by Buyer of any offer to sell, any quotation, or any proposal. Reference in this
Strategic Agreement, or any subsequent purchase order, to any such offer to sell, quotation, or proposal shall in no way constitute a modification of any of the Terms and Conditions in this Strategic
Agreement. 


        ANY ACKNOWLEDGMENT OF THIS STRATEGIC AGREEMENT CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS OF THIS STRATEGIC
ALLIANCE IS NOT BINDING UPON BUYER AND, UNLESS SPECIFICALLY ACCEPTED BY BUYER IN WRITING, BUYER HEREBY OBJECTS THERETO.


2.) PRICE AND TAXES:  


        Firm prices specified herein which are accepted by Seller shall not be subject to change without the written approval of Buyer. Buyer generally purchases such
products, goods or equipment referenced herein for resale; thus, in certain circumstances, no taxes should be imposed on the transactions undertaken pursuant to this agreement. Except where otherwise
indicated by Buyer in a Purchase Order or release submitted to Seller, the total price shall not include any federal, state and local sales, use, excise, privilege, payroll, occupational or other
taxes applicable to the goods furnished to Buyer hereunder. 


3.) DELIVERY AND DELAYS:  


        Seller shall deliver the equipment, materials or work ordered by Buyer (herein "goods"), in accordance with the delivery schedule and destination stated in the
purchase orders. Delay beyond the required schedule shall be excused by Buyer in writing (i) if due to an unforeseeable labor dispute or other force majeure cause beyond Seller's control and
without the fault or negligence of Seller and (ii) provided Seller notifies Buyer promptly of the cause of such delay and the date when performance will be resumed by Seller, and Buyer approves
in writing an extension of the time to perform. 


        Seller
shall furnish and maintain ample and competent labor, supervisors, management and engineers of all classes, as well as ample resources and facilitates both in its shops and at the
job-site to meet the schedule specified in the purchase orders. Seller shall begin the work at such time as will ensure its progress and completion as established pursuant to the purchase
orders and shall complete same, free of all liens and charges, at the time specified for completion. 


        If,
in the opinion of the Buyer, Seller fails to prosecute the work with all necessary means and diligence to ensure its completion within the time specified, Buyer may give Seller
written notice to that effect and order Seller at Seller's expense to employ more personnel, have personnel work overtime, extra shifts, Saturdays, Sundays or holidays, and use more machinery,
equipment, tools, and 


10





 



other
resources upon the work. Seller shall specify to Buyer the additional resources to be employed by Seller and Buyer shall decide whether or not such additional resources will be sufficient in the
Buyer's judgment, for the successful prosecution of the work. Should Seller fail to comply with such written demand within ten (10) working days from the date thereof, or within such other time
as Buyer may in writing prescribe, Buyer may without prejudice to any other remedy it may have, employ any necessary means to complete the work within the time specified, including, at Buyer's option,
declaring Seller to be in default and take action as provided for herein or at law or in equity. 


4.) SUB-ORDERS:  


        Buyer has the right to approve or reject any of Seller's sub-suppliers. Seller must submit for Buyer's prior approval, the names of all major
sub-suppliers prior to placing the sub-orders. A sub-supplier shall be considered "major" if the work supplied constitutes more than 10% of the value of the
purchase order. Seller shall incorporate all pertinent Terms and Conditions of this purchase order with Seller's sub-suppliers. Seller shall furnish Buyer one (1) copy of all
sub-orders (unpriced) showing required shipping date, shipping point and the mode of transport. Seller shall advise Buyer in writing of any delivery date not being met by
sub-suppliers as soon as Seller becomes aware of any potential or actual slippage in delivery. 


5.) PACKING AND SHIPPING:  


        The price shall include all charges for packing, freight and transportation to the FOB Point, unless otherwise specified in the purchase orders. All goods shall
be properly marked for identification with Buyer's purchase order and identification numbers. Packaging shall be in accordance with good commercial practices. All packages shall contain a packing
slip, a copy of which shall be mailed directly to the Buyer. Seller shall not make partial shipments, nor deviate from Buyer's shipping instructions, without Buyer's prior written consent. Buyer may
return to Seller or store at Seller's expense any goods delivered in advance of delivery dates shown in the purchase orders. 


6.) INSPECTION AND RECEIPT OF GOODS:  


        All goods covered by the purchase orders are subject to inspection, testing and final acceptance or rejection by Buyer at destination, unless otherwise specified
therein. The goods are also subject to inspection by Buyer at Seller's plant, or Seller's sub-supplier's plant. If after delivery Buyer finds the goods to be defective in workmanship,
material or design or otherwise not in conformity herewith or with the drawings and/or specifications pertaining hereto, Buyer will notify Seller of the defect or non-conformity and
request that the defect or nonconformity be corrected by Seller in an expeditious manner. If, in the opinion of Buyer, Seller has not taken steps to correct the breach within a reasonable time, then
Buyer may, at its discretion, by written notice to Seller (i) rescind the purchase order and, if applicable, return the defective goods to Seller freight collect, (ii) accept the
defective goods at an equitable reduction in price, or (iii) reject and hold the defective goods at Seller's expense subject to their disposal, and require the delivery of replacement goods, or
payment to Buyer of the replacement cost of the goods. If Seller fails to deliver such required replacements promptly, Buyer may (i) replace such goods and charge Seller with the cost incurred
thereby or (ii) terminate the purchase order for default as provided in Clause 16. No inspection, test, or acceptance of goods by Buyer shall relieve Seller of its warranty obligations
or other obligations to meet the requirements hereof. Rights granted to Buyer are in addition to any other remedies provided at law or in equity. If Buyer is to witness inspection as specified in the
purchase orders, the goods shall not be shipped without written release by Buyer's inspectors or a written waiver of inspection. Seller shall notify Buyer's Purchasing Department in writing at least
ten (10) days prior to Seller's scheduled final or, if applicable, preliminary or intermediate inspection dates. 


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7.) RISK OF LOSS / PASSAGE OF TITLE:  


        Seller shall bear all risk of loss or damage to goods covered by the purchase orders until acceptance of delivery by Buyer at the FOB Point. This does not relieve
Seller of risk of loss responsibility for hidden damages discovered after acceptance of delivery. Title to goods shall pass to Buyer at the FOB Point, or sooner if so provided in the purchase order. 



8.) PAYMENT AND INVOICING:  


        Terms of payment, unless otherwise specified in the purchase order, are Net 60 days, less any applicable retention, after receipt of invoice or delivery of
goods at destination, whichever is later. If the purchase order provides for any progress (or advance) payments based on specific milestones or activities, Seller's invoice shall certify to the
accomplishment or performance by Seller of said milestone or activity, and that Buyer has obtained a security interest in such goods to the extent of any payment so made. Final payment for the
purchase orders shall be made by Buyer after Seller has satisfied all contractual requirements, including the submittal requirements as specified in the purchase order. After
each shipment, Seller shall send a separate invoice for each such shipment, stating the purchase order and item numbers, in triplicate, with original Bill of Lading or express shipping receipt.
Payment of invoices made as specified herein, shall not constitute acceptance of goods ordered, and shall be subject to appropriate adjustment for failure of Seller to meet the requirements hereof.
Any applicable cash discount period shall commence on receipt of invoice or delivery of acceptable goods at destination, whichever is later. 


9.) DRAWINGS:  


        Seller shall not fabricate, ship or invoice goods that require Buyer's drawing review without first obtaining such review. Seller shall reimburse Buyer for any
excess expense incurred by Buyer caused by Seller's failure to comply herewith. 


10.) GENERAL WARRANTY:  


        In addition to any other express or implied warranties, Seller warrants to Buyer and each of its Customers that the goods furnished pursuant to the purchase
orders shall be: 



	A)
	Free
of any claim of any nature by any third person and that Seller will convey clear title thereto to Buyer as provided hereunder:



	B)
	Of
merchantable quality, free from all defects in design, workmanship and materials, and will be fit for the particular purposes for which they are purchased and that the goods are
provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specification) approved and adopted by Buyer:



	C)
	In
addition to any other remedies Buyer may have, if goods delivered pursuant to the purchase orders and accepted by Buyer are found within twelve (12) months from the date of
initial installation or eighteen (18) months from shipment whichever is greater, not to be as warranted, Buyer may, upon oral or written notification to Seller and at Seller's expense, require
Seller to take all necessary action to correct the breach in the most expeditious manner as dictated by existing circumstances by repair or replacement of such goods at the job-site.
Seller shall further compensate Buyer for additional direct costs, without respect to margin or feee consideration, it reasonably incurs and documents as a result of the failure clearly demonstarted
to be the fault of Seller, not to exceed $2,000 per failure. If the Seller does not expeditiously take steps to correct the breach, Buyer may do so. However, such action on Buyer's part will not
relieve Seller of its responsibility. 



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Any
goods corrected or furnished in replacement shall also be subject to all the provisions of this clause to the same extent as items initially furnished and a like warranty period commencing with
acceptance of the completed correction or replacement. For any repairs to replacements, Seller will perform all normal tests necessary to verify conformance to the purchase order. Costs for tests
shall be borne by Seller. 



	D)
	Buyer
shall give Seller prompt notice of any breach of the foregoing warranty. The performance of Seller's corrective work shall be scheduled by Buyer and Seller, so as to conform to
the operational requirement of the plant.



	E)
	Any
attempt by Seller to limit, disclaim, or restrict any such warranties or remedies of Buyer, by acknowledgment or otherwise, in accepting or performing under the purchase orders,
shall be null, void, and ineffective without Buyer's written consent. 




11.) SET-OFF:  


        Buyer shall be entitled at all times to set off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable at
any time by Buyer in connection with the purchase orders. 


12.) CONFIDENTIALITY AND REPRODUCTION RIGHTS:  


        All designs, drawings or other written information obtained by Seller from Buyer in connection with the purchase orders are received in confidence and shall
remain the property of the Buyer. Seller shall not use or disclose any details to any third party and/or any employees other than to the extent necessary for the performance of the purchase orders,
without obtaining the prior written consent of Buyer. Buyer does not grant or convey to Seller by virtue of the purchase orders any reproduction rights to the goods hereunder. Any knowledge or
information which the Seller shall have disclosed or may hereafter disclose to Buyer and which in any way relates to the goods or services covered by the purchase orders shall not, unless otherwise
specifically agreed to in writing by Buyer, be deemed to be confidential or proprietary information, and shall be acquired by Buyer, free from any restrictions (other than a claim for patent
infringement), as part of the consideration of the purchase orders. Furthermore the Seller agrees not to disclose the existence and details of established price, discounts and or rebates negotiated in
this agreement. 


13.) PATENTS:  


        Seller shall defend any allegation, suit or proceeding brought against Buyer or its Customers that is based on a claim that any article or apparatus, or any part
thereof constituting goods furnished under these purchase orders, as well as any device or process necessarily resulting from the use thereof, constitutes an infringement of any patent, if notified
promptly in writing and given authority, information, and assistance (at Seller's expense) for the defense of same, and Seller shall pay all damages and costs awarded therein. In case use of said
article or apparatus, part or device is enjoined, Seller shall, at its own expense (a) procure for Buyer the right to continue using said article or apparatus, part or device or
(b) replace same with a non-infringing equivalent and pay for any installation costs thereof and any other damages incurred by Buyer due to the infringement. 


14.) INDEMNITY AND INSURANCE:  


        Seller shall indemnify and hold harmless Buyer against loss and liability for all personal injury, including death, and property damage caused by equipment,
goods, parts or services provided by Seller or work performed by Seller hereunder, and wherever located, whether performed by its employees or subcontractors. Seller shall defend or settle any suit or
proceeding and pay any judgment and expenses brought against Buyer arising from its purchase and/or use of the goods and services covered by the 


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purchase
orders. Seller shall also hold Buyer free and harmless from all liability and litigation expenses arising out of claims of title to any goods furnished hereunder, claims of trademark or
copyright infringement, or claims or failure to comply with safety and health inspection and labeling statutes. Seller shall maintain insurance coverage satisfactory to Buyer to cover the above and,
upon Buyer's request, shall furnish to Buyer appropriate evidence of such insurance. 



15.) CHANGES:  


        The Buyer may at any time, in writing, make changes within the general scope of the purchase orders, in any one or more of the following: (i) drawings,
designs, or specifications where the goods to be furnished are to be specially manufactured for the Buyer in accordance therewith, (ii) the method of shipment or packing, (iii) the place
of delivery, or (iv) the amount of furnished goods. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any work under the purchase
order, an equitable adjustment shall be made in the contract price or delivery schedule, or both, and the purchase order shall be modified in writing accordingly. Any claim by the Seller for
adjustment under this claim must be asserted within ten (10) days from the date of receipt by the Seller of the notification of change; provided, however, that the Buyer, if it so chooses, may
receive and act upon any such claim asserted at any time prior to the final payment under the purchase order. Any change in the purchase order shall be authorized only by a duly executed Purchase
Order Amendment. 


16.) TERMINATION FOR DEFAULT:  


        Time is of the essence for the purchase order. If (i) Seller fails to make any delivery, perform any services in accordance with the specified delivery
dates, ceases to conduct its operations in the normal course of business, including the inability to meet its obligations as they mature, or otherwise fails to comply with the purchase order or
(ii) Seller fails to make progress to such an extent that performance of the work is endangered, or (iii) any proceeding is filed by or against Seller in bankruptcy or insolvency, or for
appointment for the benefit of creditors, and Seller does not remedy such failure within five (5) days after written notice by Buyer, Buyer may (in addition to any other remedy provided by law)
terminate all or any part of the purchase order by written notice to Seller without any liability, except for deliveries made and/or for goods then completed and subsequently delivered in accordance
with the terms of the purchase order. Buyer may purchase substitute goods elsewhere and Seller shall be liable to and reimburse Buyer for any excess cost occasioned thereby. Upon such termination
herein or under Clause 17, Seller shall stop work, notify subcontractors to stop work and protect any of Buyer's property in its or in its subcontractor's possession until transfer of such
property by Buyer. 


17.) TERMINATION FOR CONVENIENCE:  


        Buyer may at any time by written notice to Seller cancel the purchase order or any part thereof at its convenience for reasons other than default as provided in
Clause 16 hereof, in which event Buyer shall pay Seller's actual costs incurred in the execution of Seller's work hereunder to date of cancellation. If any goods covered hereby are standard
stock merchandise, Buyer may return such goods to Seller for credit less 15% restocking fee. Products will be returned complete in as shipped condition, or if not the restocking fee shall be 25%.
Buyer shall have no liability for any anticipated profit and/or overhead. 


18.) RIGHT TO ASSURANCES:  


        Whenever Buyer in good faith has reason to question Seller's intent to perform, he may demand in writing that Seller give a written unqualified assurance of his
intent to perform. In the event that no assurance is given within five (5) days of such demand, Buyer may treat Seller's failure to provide such assurance as an anticipated repudiation of the
purchase order. 


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19.) EXTRA CHARGES:  


        No extra charge of any kind will be allowed unless specifically agreed to in writing by Buyer's authorized representative. 


20.) NON-ASSIGNMENT AND SUBCONTRACTS:  


        Seller shall not assign the purchase order or any rights hereunder or subcontract all (or substantially all) of the work called for hereunder without the prior
written consent of Buyer, and any attempted assignment without Buyer's written approval shall be voidable at the option of Buyer. 


21.) BUYER'S PROPERTY:  


        Unless otherwise agreed in writing, all tools, equipment, or material of every description furnished to Seller by Buyer or specially paid for by Buyer, and any
replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Buyer. Such property, and whenever practical each individual item thereof, shall be
plainly marked or otherwise adequately identified by Seller as "Property of Honeywell" and shall be safely stored separate and apart from Seller's property. Seller shall not substitute any other
property for Buyer's property and shall not use such property except in filling Buyer's purchase orders. Such property of Buyer, while in Seller's custody or control, shall be held at Seller's risk,
shall be kept insured by Seller at Seller's expense in any amount equal to the replacement costs with loss payable to Buyer and shall be subject to removal at Buyer's written request, in which event
Seller shall prepare such property for shipment and shall redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller's expense. 


22.) COMPLIANCE WITH LAWS:  


        Seller agrees to comply with all applicable provisions of any federal, state, or local law or ordinance and all lawful orders, rules and regulations issued
thereunder; and any provisions, representations or agreements, or contractual clauses required thereby to be included or incorporated by reference or operation of law in the contract resulting from
acceptance of the order and dealing with: 



	

Equal Opportunity	
 	

(Executive Order 11246 as amended by Executive Orders 11375 and 12086)
	

Employment of Veterans	
 	

(Executive Order 11701)
	

Employment of Handicapped	
 	

(Executive Order 11758 as amended by Executive Order 11867)
	

Employment Discrimination Because of Age	
 	

(Executive Order 11141)
	

Utilization of Disadvantaged Business Enterprises	
 	

(Executive Order 11625 & Public Law 95507)





        Seller
certifies that with respect to purchase orders which exceed $10,000, Seller is in compliance with the requirements for non-segregated facilities set for in 41C60 1.8. 


        Seller
warrants that each chemical substance constituting or contained in goods sold or otherwise transferred to Buyer hereunder is on the list of chemical substances compiled and
published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (P.L. 94. 469), as amended. 


15





 



        Seller
certifies and guarantees that the goods supplied hereunder are in compliance with applicable sections of the Federal Consumer Product Safety Act (P.L. 92. 573), as amended, and
lawful standards and regulations thereunder. Further, in accepting the purchase order, Seller represents that the goods to be furnished hereunder were or will be produced in compliance with the
requirements of the Fair Labor Standards Act of 1938, as amended, including Section 12(a) and Seller shall insert a certificate to that effect on all invoices submitted in connection with the
purchase order. 


        Seller
agrees to comply with all requirements of 29CFR Part 1910.1200, Hazard Communication, of the Occupational Safety and Health Act and PA Worker and Community Right to Know
Act 1984-159, including the submittal by the Seller of all applicable Material Safety Data Sheets prior to shipment of ordered goods to the Buyer. 


23.) WAIVER:  


        The waiver by Buyer of any nonperformance or breach by Seller of any provisions of the purchase order must be in writing and shall not be construed as waiving any
such provision in the future. 



24.) ENTIRE AGREEMENT AND ORDER OF PRECEDENCE:  


        The purchase order with such documents as are expressly incorporated herein by reference, is intended by the parties as a final expression of their agreement with
respect to such terms as are included herein, and is intended also as a complete and exclusive statement of the terms of their agreement. No course or prior dealings between the parties and no usage
of the trade shall be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. 


        In
case of any conflict between these Terms and Conditions and the other more specific provisions of the purchase order, such other more specific provisions shall control. The Terms and
Conditions of this agreement shall govern unless specific provisions have been called out in the body of the Purchase Order. 


25.) WAIVER OF LIENS:  


        Before the Seller shall be entitled to final payment, Seller shall satisfy Buyer that all bills for labor, material, services, licenses, and other expenses for
which Buyer might be sued or for which a lien might be filed, have been fully satisfied. The Seller shall execute and file with Buyer a release, whereby the Seller shall release any and all claims,
actions, and liens against Buyer on account of the purchase
order and shall agree to save harmless the Seller from future claims, actions, and liens. Application for final payment shall be accompanied by Waivers and Releases of Liens for all subcontractors and
material men, if required, by Buyer. 


26.) FOREIGN PURCHASES:  


        A.) If the front side indicates Purchaser is Importer of Record, the following applies to all transactions involving imported goods; Paragraph B does not
apply. 


        ANTI-DUMPING:
Seller warrants that all sales made hereunder are or will be made at not less than fair value under the United States Anti-dumping Law
(19 U.S.C. Sec. 160 et seq), and Seller will indemnify, defend and hold Purchaser harmless from and against any costs or expenses (including but not limited to any anti-dumping
duties which may be imposed) arising out of or in connection with any breach of this warranty. 


16





 



        B.)
If front side indicates Seller is Importer of Record, the following applies to all transactions involving imported goods; Paragraph A does not apply: 



        IMPORTER
OF RECORD: Seller agrees that Purchaser will not be a party to the importation of the goods, that the transaction(s) represented by this order will be consummated subsequent to
importation, and that Seller will neither cause nor permit Purchaser's name to be shown as "Importer of Record" on any customs declaration. 


        DRAWBACK:
Upon request and where applicable, Seller will provide Purchaser Customs Form 7543 entitled "Certificate of Delivery" properly executed. 



SCHEDULE E  


        This schedule shall document: 



	•
	Axcess's
Product fulfillment support organization and process



	•
	AXCESS Inc.
Product Fulfillment Support Organization and Process: 




        Purchase
Order Contacts: 



V.P.
Business Development


Production Mgr.


Channel Sales Support Mgr. 




Process: 


	1.
	P.O.s
are received and quality assessed for correctness by one of the above contacts



	2.
	Production
processes P.O. and assigns ship dates.



	3.
	Production
sends PO to accounting for order entry and assignment of Sales Order number.



	4
	When
order is ready to ship production generates picking sheet and packing list



	5
	Accounting
generates an Invoice and mails it to the customer



	6
	Product
is assigned to a shipper for delivery. 





SCHEDULE—F  


Axcess'
Product Sales and Technical support organization and process 


Technical
Support Contacts: 



Technical
Service Hotline: 


Contact: 



Customer
Support Mgr. 




        For
technical support or Return Authorization information contact Tom Beadle. 


        No
product will be accepted at our shipping dock without a valid RMA # written on the outside of the package. 


17











QuickLinks



Exhibit 10.8


WORLD-WIDE SUPPLY AGREEMENT BETWEEN HONEYWELL INTERNATIONAL AND AGREEMENT CONTROL NUMBER FPHW2084

SCHEDULE C PURCHASE ORDER TERMS AND CONDITIONS BETWEEN HONEYWELL AND SUPPLIER