exv10w2









Exhibit 10.2




LEASE AGREEMENT



1011 Murray-Holladay Rd.




     THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of this 1st day of September,
2003, by and between 1011 L.L.C., a Utah Limited Liability Company (the “Landlord”), and SafeScan
Medical Systems, LLC., a Utah Limited Liability Company (the “Tenant”).



          For and in consideration of the rental to be paid by Tenant and of the covenants and
agreements herein set forth to be kept and performed by Tenant, Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord, the Leased Premises (as hereinafter defined) and certain
other areas, rights and privileges for the term, at the rental and subject to and upon all of the
terms, covenants and agreements hereinafter set forth.




          I. PREMISES




          1.1. Description of Premises. Landlord does hereby demise, lease and let unto Tenant, and
Tenant does hereby take and receive from Landlord the following:




               (a). That certain floor area containing approximately 14,100 rentable square feet (the
“Leased Premises”) comprised of the entire 

1st floor of the office building (the
“Building”) located at approximately 1011 East Murray-Holladay Rd., Salt Lake City, Utah as shown
crosshatched on Exhibit “A” attached hereto.



               (b). The non-exclusive right to use Tenant’s Proportionate Share of the Common Areas (as
defined in Section 18.1 below).



               (c). Such non-exclusive use of rights-of-way, easements and similar rights with respect to
the Building and Property as may be reasonably necessary for ingress to, and egress from, the
Leased Premises and the Common Areas.



               (d). The non-exclusive right to use those areas designated for vehicular parking, including
the non-exclusive right to the use of fifty-five (55) parking stalls on an unreserved basis.



          1.2. Changes to Building. Landlord hereby reserves the right at any time and from time to time
to make changes, alterations or additions to the Building or to the Property. Tenant shall not in
such event claim or be allowed any damages for injury or inconvenience occasioned thereby and shall
not be entitled to terminate this Lease, provided that rent payable hereunder shall abate on a
pro-rata basis if all or a portion of the leased premises described in paragraph 1.1(a) herein are
rendered unusable during said construction.




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          II. TERM




          2.1. Length of Term. The term of this Lease shall be for a period of three (3) years,
commencing on September 1st, 2003, and terminating at 11:59 P.M. on September 8, 2006. Except for
the return of any money deposited with Landlord by Tenant, Landlord shall not have any liability
to Tenant arising out of Landlords failure to deliver the Premises to Tenant on the Commencement
Date.




          III. BASIC RENTAL PAYMENT




          3.1. Basic Annual Rent. Tenant agrees to pay to Landlord as basic annual rent (the “Basic
Rent”) the amounts shown in the schedule below:




	 	 	 	 
	 	Year 1

	 	See Schedule Below
	 	 
	 	 
	 	Year 2

	 	See Schedule Below
	 	 
	 	 
	 	Year 3

	 	See Schedule Below






          3.2 Offset in Basic Rent for Landlord’s Contribution to Tenant Improvements. As outlined in
paragraph 3.3 below, Landlord shall provide a Tenant with an improvement allowance in the form of a
reduction in rents already included as stated below in the total amount of $30,000.00 (“Tenant
Improvement Allowance”) to be offset against Tenant’s monthly installment payments of Basic Rent in
the first four months of the first year of the lease terms.




          3.3 Payment of Annual Basic Rent. Annual Basic Rent shall be payable without prior demand in
monthly installments detail below in advance on the 1st day of each calendar month during the Term.




	 	 	 	 	 
	MONTHS	 	MONTHLY INSTALLMENT
	1
	 	$	12,500.00	 
	2
	 	$	0.00	 
	3
	 	$	10,000.00	 
	4
	 	$	10,000.00	 
	5
	 	$	10,000.00	 
	6-12
	 	$	17,250.00	 
	13-24
	 	$	17,767.50	 
	25-35
	 	$	18,300.53	 
	36
	 	$	1,060.90	 











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          3.4 Basic Rent includes the following services:




                Real Property Taxes.




                Sewer & Water




                Gas




                Electric




          3.5
Janitorial services for the Premises described in paragraph 1.1(a) and the first floor
bathrooms are not included in Basic Rent. Telephone, network and cable/satellite television
services are not included in Basic Rent.




          3.6. Late Fees. If any payment is not made by the tenth -(10th) day following the
due date of the payment, then there shall be added to the payment an amount equal to seven
percent (7%) of the payment as an agreed late charge on the twentieth day of each and every month
in which a payment is delinquent.




IV. ADDITIONAL RENT




          4.1 In addition to the Basic Rent, in each applicable year the Tenant shall pay the Landlord
as Additional Rent its proportional share of the building operating costs of any increases in
building operating expense over and above $5.00 per rentable square foot per 12 month period of
the lease agreement. To calculate the Tenant’s share of costs over $5.00, see Building Operating
Costs as defined below in 4.2, a, b, and c.




          4.2. Building Operating Costs are all those costs not directly paid by the Tenant and fall
in the following categories:





	 	(a)	 	All real and personal property taxes and assessments of every
kind and nature relating to the Building and its operation and actually paid by
Landlord. Such costs shall be divided by the total square footage of the
building to determine the amount per square foot.
	 
	 	(b)	 	All utilities, including, but not limited to, sewer & water,
gas and electric. These utility costs shall be divided by the occupied rentable
square footage to determine the amount per square foot. If the occupied
rentable square footage changes during the 12 month period, the costs will be
pro-rated based on the time and square footage that is occupied.
	 
	 	(c)	 	Insurance, management, and maintenance, including, but not
limited to, landscaping maintenance, asphalting, snow removal, window cleaning,




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	 	 	 	roof maintenance and all other maintenance obligations of Landlord provide
in this Lease. Such costs shall be divided by the total square footage of
the building to determine the amount per square foot.





          4.3. Additional Rent shall be computed as follows:





	 	(a)	 	Within 60 days after the end of each 12 month lease period,
Landlord will furnish Tenant an itemized statement indicating the Tenant’s
portion of the Building Operating Cost for the 12 month lease period.
	 
	 	(b)	 	If Tenant’s share of the Building Operating Costs exceeds
$5.00 per square foot, Landlord will provide Tenant with an invoice for the
amount of the Additional Rent due to Landlord for the first 12 month lease
period. Tenant shall have 60 days after the invoice date to pay the
Additional Rent due. In addition, the Tenant’s monthly rent for the next 12
month lease period shall be adjusted to reflect Landlord’s estimate of
Additional Rent for the following year. Thereafter, Landlord shall furnish
Tenant with a statement at the end of each 12-month lease period detailing the
Building Operating Cost for the previous 

12-month period. The amount of
Addition Rent shall thereafter be increased or decreased on an annual basis to
reflect any change in Operating Cost.
	 
	 	(c)	 	When Tenant’s share of the increase in actual Building
Operating Costs is less than the estimated Additional Rent paid by Tenant,
Landlord shall refund such excess in a lump sum within 120 days after the end
of the 12 month period.





          4.4. Additional Monetary Obligations. Tenant shall also pay as Additional Rent all other sums
of money as shall become due and payable by Tenant to Landlord under any other section of this
Lease in the manner described in said section. Landlord shall have the same remedies in the case of
a default in the payment of Additional Rent as are available to Landlord in the case of a default
in the payment of one or more installments of Basic Rent.




          V. SECURITY DEPOSIT




          5.1. Deposit. Prior to occupying the Premises, Tenant shall deposit with Landlord the sum of
Two thousand Five hundred and No/100 Dollars ($ 2,500.00 ) as security for performance of all
terms, covenants, and conditions required to be performed herein. Such sum shall be returned to
Tenant after the expiration of the term of this Lease and delivery of possession of the Leased
Premises to Landlord if at such time Tenant has performed all terms, covenants and conditions of
this Lease. Landlord may commingle said sum with its own funds




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and use said sum for any purposes as Landlord may determine. Tenant is not entitled to any
accrued interest on the Security Deposit.




          5.2. Default. In the event of default by Tenant in respect to any of its obligations under
this Lease, including, but not limited to, the payment of rent or additional rent, Landlord may
use, apply, or retain all or any part of the security deposit for the payment of any unpaid Basic
Rent or for any other amount which Landlord may be required to expend by reason of the default of
the Tenant, including any damages or deficiency in the reletting of the Premises, regardless of
whether or not the accrual of such damages or deficiency occurs before or after an eviction or a
portion of the security deposit is so used or applied. Tenant shall, upon thirty (30) days
written demand, deposit cash with Landlord in an amount sufficient to restore the security deposit
to its original amount.




          VI. USE




          6.1. Use of Leased Premises. The Leased Premises shall be used and occupied by Tenant for
general office purposes only and for no other purpose whatsoever without the prior written consent
of Landlord. Landlord may withhold consent for any or no reason. Any variation or deviation
from the specific use expressly set forth herein shall be deemed a default of this Lease.





	 	(a)	 	Landlord authorizes Tenant to use the Leased Premises for light manufacture, operation, storage, testing and all other aspects of
designing, manufacturing, assembling, building, packaging, shipping, and
operating medical equipment. Such authorization includes but is not limited
to the assembly and testing of electronic components, manufacture of
mechanical components including machining, fabrication, assembly, and
testing, as well as the operation of such equipment including patient
testing. Prior to installing any machinery or equipment, Tenant shall first
provide Landlord with a list of the equipment to be installed, the equipment
specifications, including noise, vibration and waste information. Landlord
may object to the installation of any item of machinery which would not be
considered “light manufacturing” due to noise, vibration, or waste
accumulation.





          6.2. Prohibition of Certain Activities or Uses. Notwithstanding the approval of Landlord of
the uses described in paragraph 6.1(a) above, the Tenant shall not do or permit anything to be done
in or about, or bring or keep anything in the Leased Premises which is prohibited by this Lease or
which will in any way:





	 	(a)	 	Adversely affect any fire, liability or other insurance policy
carried with respect to the Building, the Improvements or any of the contents
of the Building (except with Landlord’s express written permission, which will




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	 	 	 	not be unreasonably withheld, but which may be contingent upon Tenant’s
agreement to bear any additional costs, expenses or liability for risks
that may be involved).






	 	(b)	 	Obstruct or interfere with any right of any other tenant or
occupant of the Building or injure or annoy such persons.
	 
	 	(c)	 	Conflict with or violate any law, statute, ordinance, rule,
regulation or requirement of any governmental unit, agency or authority
(whether existing now or enacted in the future, known or unknown, foreseen or
unforeseen).
	 
	 	(d)	 	Overload the floors or otherwise damage the structural
soundness of the Leased Premises, or Building, or any part thereof.





          6.3. Affirmative Obligations With Respect to Use. Tenant will at its sole cost and expense
comply with all governmental laws, ordinances, regulations, and requirements, of any lawful
governmental body of authorities having jurisdiction over the Leased Premises which are now in
force or which hereafter may be in force; keep the Leased Premises in a clean, neat and orderly
condition, free of objectionable noise, odors, or nuisance; in all respects and at all times fully
comply with all health and policy regulations; and not suffer, permit, or commit any waste.




          6.4. Suitability. Tenant acknowledges that except as expressly set forth in this Lease,
neither Landlord nor any other person has made any representation or warranty with respect to the
Leased Premises or any other portion of the Building or Improvements. Specifically, but not in
limitation of the foregoing, no representation has been made or relied on with respect to the
suitability of the Leased Premises or any other portion of the Building or Improvements for the
conduct of Tenant’s business. By executing this lease the Tenant waives any claim that the Leased
Premises, Building and Improvements are in unsatisfactory condition.




          6.5. Taxes. Tenant shall pay all taxes, assessments, charges, and fees which during the term
hereof may be imposed, assessed or levied by any governmental or public authority against or upon
Tenant’s use of the Leased Premises or any personal property or fixture kept or installed therein
by Tenant.




          6.6 Hazardous Waste. Tenant agrees to seek written approval of Landlord prior to keeping or
using or permitting to be kept or used on the Leased Premises any flammable fluids, explosives or
any “hazardous substance,” “solid waste,” or “hazardous waste” as said terms are defined in 42
U.S.C. 9601(14) and 40 C.F.R. 261.1 et seq.




          6.7. Rules and Regulations. Tenant shall comply with all the rules and regulations attached to
this Lease as Exhibit “B” and any other such rules as the Landlord may implement to insure
the rights of building tenants.




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          VII. UTILITIES AND SERVICE




          7.1. Obligations of Landlord. During the term of this Lease the Landlord agrees to cause to
be furnished to the Leased Premises during customary business hours and during generally recognized
business days the following utilities and services:





	 	(a)	 	Electricity, water, gas and sewer service.
	 
	 	(b)	 	Access to demarcation point of local telephone company within the building.
Landlord shall not provide telephone lines, stations, switching equipment, networking
facilities or distribution cabling that is currently located at the facility.
	 
	 	(c)	 	Heat and air-conditioning to such extent and to such levels as, is reasonably
required for the comfortable use and occupancy of the Leased Premises subject however
to any limitations imposed by any government agency. Heat and air conditioning will be
provided Monday through Saturday from 9:00 a.m to 9:00 p.m.
	 
	 	(d)	 	Fluorescent bulbs and other lighting currently used in fixtures originally
installed in the Premises.
	 
	 	(e)	 	Security (including lighting for common halls, stairways, entries and
restrooms) to such extent as is usual and customary in similar buildings in Salt Lake
County, Utah.
	 
	 	(f)	 	Snow removal service.
	 
	 	(g)	 	Landscaping and grounds keeping service.






          7.2. Additional Limitations.





	 	(a)	 	Tenant will not, without the written consent of Landlord: (1) use any machinery
on the Leased Premises using current in excess of 110 volts which will in any way to
any extent increase the amount of electricity or water designated above; or (2) connect
with electric current or water pipes, except through those now existing in the Leased
Premises, any apparatus or device for the purpose of using electric current or water.
	 
	 	(b)	 	If Tenant shall require water, electric current or natural gas in excess of
that commonly furnished or supplied for use in similar Leased Premises, Tenant shall
first procure the consent of Landlord for the use. The Landlord may cause a




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	 	 	 	water meter, electric current meter or natural gas meter to be installed in the
Leased Premises to measure the amount of water, electric current, or natural gas
consumed for any such other use. The cost of such meters and of installation,
maintenance, and repair thereof shall be paid for by Tenant; and Tenant agrees to
pay Landlord promptly upon demand for all such water, electric current, or natural
gas consumed as shown by said meters at the rates charged for such services plus
any additional expense incurred in keeping account of the water, electricity or
natural gas so consumed.






	 	(c)	 	If heat generating machines or devises are used in the Leased Premises which
affect the temperature otherwise maintained by the air conditioning system, Landlord
reserves the right to install additional or supplementary air conditioning units for
the Leased Premises. The entire cost of installing, operating, maintaining and
repairing the same shall be paid by Tenant to Landlord promptly upon demand by
Landlord.





          7.3 Obligations of Tenant. During the term of this Lease the Tenant agrees to pay and
furnish the following:





	 	(a)	 	Assumption of ADT Security Contract;
	 
	 	(b)	 	Janitorial Service;
	 
	 	(c)	 	Telephone, network or cable service.





          7.4 Limitation of Landlord’s Liability. Landlord shall not be liable for, and Tenant shall
not be entitled to terminate this Lease or effectuate any abatement or reduction of rent by reason
of, Landlord’s failure to provide or furnish any of the foregoing utilities or services if such
failure was reasonably beyond the control of Landlord.




          VIII. MAINTENANCE AND REPAIRS; ALTERATIONS, ACCESS




          8.1 Maintenance and Repairs by Landlord. Landlord shall maintain in good order, condition and
repair the Building and Improvements including exterior landscaping except the Leased Premises and
those other portions of the Building leased, rented or otherwise occupied by persons not
affiliated with the Landlord. Landlord, at its expense, will make, or cause to be made structural
repairs to exterior walls, structural columns and structural floor which collectively enclose the
Premises (excluding, however, all doors, door frames, storefronts); provided Tenant shall give
Landlord notice of the necessity for such repairs, and shall immediately notify Landlord of any
hazardous, unsafe or dangerous conditions on or around the Leased Premises. Notwithstanding the
foregoing, if the necessity for such repairs shall have arisen from or shall have been caused by
the negligence or willful acts of Tenant, its agents,




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concessionaires, officers, employees, licensees, invitees or contractors, Landlord may make or
cause the same to be made, but shall not be obligated to do so, and Tenant agrees to pay to
Landlord promptly upon Landlord’s demand, as Additional Rental, the cost of such repairs, if made,
with interest until paid. In the event Landlord elects not to make such repairs caused by Tenant’s
negligence, Landlord may require Tenant to make such repairs at Tenant’s sole cost and expense
Landlord shall supply Building and Improvements including exterior landscaping other than the
Leased Premises and first-floor bathrooms in a clean, sanitary and orderly condition, the cost and
expense of which shall be included in Basic Rent.




          8.2 Maintenance and Repairs by Tenant. Tenant, at Tenant’s sole cost and expense and without
prior demand being made, shall maintain the Leased Premises in good order, condition and repair,
reasonable wear and tear expected. In addition, Tenant shall pay for all janitorial service for
the Leased Premises and the first-floor bathrooms of the Building.




          8.3 Alterations. Tenant shall not make or cause to be made any alterations, additions or
improvements or install or cause to be installed any fixtures, signs, floor coverings, interior or
exterior lighting, plumbing fixtures, or shades or awnings, or make any other changes to the
Leased Premises without first obtaining Landlord’s written
approval. Tenant shall present to the
Landlord plans and specifications for such work at the time approval is sought. In the event
Landlord consents to the making of any alterations, additions, or improvements to the Leased
Premises by Tenant, the same shall be made by Tenant at Tenant’s sole cost and expense. All such
work with respect to any alterations, additions, and changes shall be done in a first-class and
workmanlike manner and diligently completed so that, except as absolutely necessary during the
course of such work, the Leased Premises shall at all times be a complete operating unit. Any such
alterations, additions, or changes shall be performed and done strictly in accordance with all
laws and ordinances relating thereto. In performing the work or any such alterations, additions,
or changes, Tenant shall have the same performed in such a manner as not to obstruct access to
any portion of the Building. Any alterations, additions, or improvements to or of the Leased
Premises, including, but not limited to, wall covering, paneling, and built-in cabinet work shall
at once become a part of the realty and shall be surrendered with the Leased Premises unless
Landlord otherwise elects at the end of the term hereof.



          8.4. Landlord’s Access to Leased Premises. Landlord shall have the right to place, maintain,
and repair all utility equipment of any kind in, upon, and under the Leased Premises as may be
necessary for the servicing of the Leased Premises and other portion of the Building. Landlord
shall also have the right to enter the Leased Premises at all times to inspect it; to show it to
prospective purchasers, mortgagees, tenants, and lessees; and to make such repairs, additions,
alterations, or improvements as Landlord may deem desirable. Landlord shall be allowed to take all
material upon said Leased Premises that may be required therefor without the same constituting an
actual or constructive eviction of Tenant in whole or in part. The rents reserved herein shall in
no way abate while said work is in progress by reason of loss or interruption of Tenant’s business
or otherwise, and Tenant shall have no claim for damages.




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During the three (3) months prior to expiration of this Lease or of any renewal term, Landlord
may place upon the Leased Premises “To Let” signs which Tenant shall permit to remain thereon.




          IX. ASSIGNMENT AND SUBLETTING




          9.1. Condition for Assignment and Subletting. Tenant shall not transfer, assign, mortgage
or hypothecate this Lease, in whole or in part, or permit the use of the Leased Premises by any
person or persons other than Tenant, or sublet the Leased Premises, or any part thereof, without
the prior written consent of Landlord in each instance. Such prohibition against assigning or
subletting shall include any assignment or subletting by operation of law. Any transfer of this
Lease from the Tenant by merger, consolidation, transfer of assets, or liquidation shall constitute
an assignment for purposes of this Lease. Notwithstanding the foregoing, Landlord shall not
unreasonably withhold its approval of an assignment or sublease.




          9.2. Consent Required. Any assignment or subletting without Landlord’s consent shall be void,
and shall constitute a default hereunder which, at the option of Landlord, shall result in the
termination of this Lease or exercise of Landlord’s other remedies hereunder. Consent to any
assignment or subletting shall not operate as a waiver of the necessity for consent to any
subsequent assignment or subletting, and the terms of such consent shall be binding upon any person
holding by, under, or through Tenant.




          9.3. Landlord’s Right in Event of Assignment. If this Lease is assigned or if the Leased
Premises or any portion thereof are sublet or occupied by any person other than the Tenant,
Landlord may collect rent and other charges from such assignee or other party and apply the amount
collected to the rent and other charges reserved hereunder. However, such collection shall not
constitute consent or waiver of the necessity of consent to such assignment, subleasing, or other
transfer; and it shall not constitute the recognition of such assignee, sublessee, or other party
as the Tenant hereunder or a released of Tenant from the further performances of all the covenants
and obligations of Tenant herein contained. In the event that Landlord shall consent to a sublease
or assignment hereunder, Tenant shall pay to Landlord reasonable fees, not to exceed $300.00
incurred in connection with processing of documents necessary to the giving of such consent.



          9.4. Landlord’s Right to Assign. Landlord may assign its interest in this Lease without
condition or restriction.




          X. INDEMNITY




          10.1. Indemnification By Tenant. Tenant shall indemnify Landlord and save it harmless from and
against any and all suits, actions, damages, claims, liability and expense in connection with loss
of life, bodily or personal injury, or property damage arising from or out of any





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occurrence in, upon, at or from the Leased Premises, or the occupancy or use by Tenant of Leased
Premises or any part thereof or occasioned wholly or in part by any act or omission of Tenant, its
agents, contractors, employees, servants, invitees, licensees, or concessionaires.




          10.2. Release of Landlord. Except for Landlord’s negligence, Landlord shall not be responsible
or liable at any time for any loss or damage to Tenant’s personal property or to Tenant’s business. Tenant shall store its property in and shall use and enjoy the Leased Premises and all other
portions of the Building and Improvements at its own risk, and hereby releases Landlord, to the
full extent permitted by law, from all claims of every kind resulting in loss of life, personal or
bodily injury, property damage or loss of business income.




          10.3. Litigation. In case either party, without fault on its part, shall be made a party to
any litigation commenced by or against the other, then – the litigant shall protect and hold harmless the other party and shall pay all of the other party’s costs, expenses, and reasonable
attorney’s fees.




          XI. INSURANCE




          11.1 Tenant will maintain insurance as follows:





	 	a)	 	Liability insurance naming Landlord as co-insured with limits
of not less than $1 million per person or accident.
	 
	 	b)	 	Insurance protecting it from interruption from business by
reason of casualty, fire, legal, sprinkler damage, or interruption of
business.
	 
	 	c)	 	Property and casualty insurance sufficient to cover Tenant’s
contents, furnishings, and equipment and damage to Leased Premise.





          All items required to be covered by Tenant’s insurance shall relieve Landlord of all responsibility for the items so covered, the release of liability being one of the conditions of this Lease.



          XII. DESTRUCTION OR CONDEMNATION




          12.1 Landlord’s Obligation to Repair and Reconstruct.





	 	(a)	 	If the Premises shall be damaged by fire, the elements,
accident or other casualty (any of such causes being referred to herein as a
“Casualty”), but the Premises shall not be thereby rendered wholly or
partially





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	 	 	 	untenantable, Landlord shall promptly cause such damage to be repaired and
there shall be no abatement of Rental.
	 
	 	(b)	 	If, as the result of Casualty, the Premises shall be rendered
wholly or partially untenantable, then, subject to the provisions of Paragraph
7.2, Landlord shall cause such damage to be repaired and, provided such damage
is not caused by the negligence of Tenant, its agents, concessionaires,
officers, employees, contractors, licensees or invitees, all Basic Rent shall
be abated proportionately as to the portion of the Premises rendered
untenantable during the period of such untenantability. All such repairs shall
be made at the expense of Landlord, subject to Tenant’s responsibilities set
forth herein. Landlord shall not be liable fo interruption to Tenant’s
business or for damage to or replacement or repair of Tenant’s personal
property (including, without limitation, inventory, trade fixtures, floor
coverings, furniture and other property removable by Tenant under the
provisions of this Lease) or to any leasehold improvements installed in the
Premises, all of which damage, replacement or repair shall be undertaken and
completed by Tenant promptly.





          12.2 Joint Option to Terminate Lease. If the Premises are (a) rendered wholly untenantable, or
(b) damaged as a result of any cause which is not covered by Landlord’s insurance, or if (c) the
Building is damaged to the extent of fifty percent (50%) or more, then, in any of such events, either party may elect to terminate this Lease by giving to notice of such election within sixty
(60) days after the occurrence of such event. If such notice is given, the rights and obligations of
the parties shall cease as of the date of such notice, and Basic Rent shall be adjusted as of the
date of termination.



          12.3 Demolition of Landlord’s Building. If Landlord’s Building shall be so substantially
damaged that it is reasonably necessary, in Landlord’s judgment, to demolish such Building for the
purpose of reconstruction, Landlord may demolish the same, in which event the Lease shall terminate
and the Landlord shall return to the Tenant all rents and/or security deposits, and/or other monies
paid but unused for any part of the unused term.




          12.4 Insurance Proceeds. If neither party elects to terminate this Lease pursuant to Paragraph
7.2, Landlord shall, subject to the prior rights of any Mortgagee, disburse and apply any insurance
proceeds received by Landlord to the restoration and rebuilding of Landlord’s Building in
accordance with Paragraph 7.1 hereof. All insurance proceeds payable with respect to the Premises
(excluding proceeds payable to Tenant pursuant to Section 11) shall belong to and shall be payable
to Landlord.




          12.5
Effect of Taking. If the whole or any part of the Premises described
in paragraph 1.1(a)
shall be taken under the power of eminent domain, this Lease shall terminate as to the




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part so taken on the date Tenant is required to yield possession thereof to the condemning
authority. Landlord shall make such repairs and alterations as may be necessary in order to
restore the part not taken to useful condition and all Basic Rent shall be reduced in proportion
to the floor area of the Premises so taken. If the aforementioned taking renders the remainder of
the Premises unsuitable for the permitted use, either party may terminate this Lease as of the
date when Tenant is required to yield possession by giving notice to that effect within thirty
(30) days after such date. If any notice of termination is given pursuant to this Section, this
Lease and the rights and obligations of the parties hereunder shall cease as of the date of such
notice and Basic Rent shall be adjusted as of the date of such termination.




          12.6 Condemnation Award. All compensation awarded for any taking of the Premises shall belong
to and be the property of Landlord, Tenant hereby assigning to Landlord all rights with respect
thereto; provided, however, nothing contained herein shall prevent Tenant from applying for
reimbursement from the condemning authority (if permitted by law) for moving expenses, or the
expense of removal of Tenant’s trade fixtures, or loss of Tenant’s business good will, but if and
only if such action shall not reduce the amount of the award or other compensation otherwise
recoverable from the condemning authority by Landlord or the owners in fee simple of the Building.



          XIII. LANDLORD’S RIGHTS TO CURE




          13.1 General Right. In the event of breach, default, or noncompliance hereunder by Landlord,
Tenant shall, before exercising any right or remedy available to it, give Landlord written notice
of the claimed breach, default, or noncompliance. For the thirty (30) days following the giving of
the notice required by the foregoing portion of this Section (or such longer period of time as may
be reasonably required to cure a matter which, due to its nature, cannot reasonably be rectified
within thirty (30) days), Landlord shall have the right to cure the breach, default, or
noncompliance involved.




          XIV. DEFAULT BY TENANT




          14.1. “Event of Default” Defined. Any one or more of the following events shall
constitute an “Event of Default:”





	 	(a)	 	The sale of Tenant’s interest in the Premises under attachment, execution or
similar legal process; or if Tenant is adjudicated as bankrupt or insolvent under any
state bankruptcy or insolvency law or an order for relief is entered against Tenant
under the federal Bankruptcy Code and such adjudication or order is not vacated within
thirty (30) days.
	 
	 	(b)	 	The commencement of a case under any chapter of the federal Bankruptcy Code
by or against Tenant or any guarantor of Tenant’s obligations hereunder, or the filing
of a voluntary or involuntary petition proposing the adjudication of Tenant




13









 






	 	 	 	or any guarantor as bankrupt or insolvent, or the reorganization of Tenant or any
guarantor with its creditors, unless the petition is filed or case commenced by a
party other than Tenant or any such guarantor and is withdrawn or dismissed
within sixty (60) days after the date of its filing.






	 	(c)	 	The admission in writing by Tenant or any guarantor of Tenant’s obligations
hereunder of its inability to pay its debts when due;
	 
	 	(d)	 	The appointment of a receiver or trustee for the business or property of
Tenant or any guarantor of Tenant’s obligations hereunder, unless such appointment
shall be vacated within thirty (30) days of its entry.
	 
	 	(e)	 	The making by Tenant or any guarantor of Tenant’s obligations hereunder of an
assignment for the benefit of its creditors, or if in any other manner Tenant’s
interest in this Lease shall pass to another by operation of law.
	 
	 	(f)	 	The failure of Tenant to pay any Rent or other sum of money within thirty
(30) days after the same is due hereunder.
	 
	 	(g)	 	Default by Tenant in the performance or observance of any covenant or
agreement of this Lease (other than a default involving the payment of money), which
default has not occurred within thirty (30) days after the giving of notice thereof by
Landlord, unless such default is of such nature that it cannot be cured within such
Thirty (30) day period, in which case no Event of Default shall occur so long as
Tenant shall commence the curing of the default within such thirty (30) day period and
shall thereafter diligently prosecute the curing of same; provided, however, if Tenant
shall default in the performance of any such covenant or agreement of this Lease two
(2) or more times in any twelve (12) month period, that notwithstanding such defaults
have each been cured by Tenant, any further similar default shall be deemed an Event
of Default without the ability for cure.
	 
	 	(h)	 	The vacating or abandonment of the Premises by Tenant at any time during
the Term of this Lease.
	 
	 	(i)	 	The occurrence of any other event described as constituting an “Event
of Default” elsewhere in this Lease.





          14.2. Remedies. Upon the occurrence and continuance of an Event of Default, Landlord, without
notice to Tenant in any instance (except where expressly provided for below) may do any one or
more of the following:




14









 







	 	(a)	 	With or without judicial process and sufficient notice, enter the Premises and
take possession of any and all goods, inventory, equipment, fixtures and all other
personal property of Tenant situated in the Premises without liability for trespass
or conversion, and may sell thirty (30) days’ prior notice of any public or private
sale shall constitute reasonable notice. The proceeds of any such sale shall be
applied, first, to the payment of all costs and expenses of conducting the sale or
caring for or storing said property, including all attorneys’ fees; second, toward
the payment of any indebtedness, including (without limitation) indebtedness for
Rental, which may be or may become due from Tenant to Landlord; and third, to pay
the Tenant, on demand in writing, any surplus remaining after all indebtedness of
Tenant to Landlord has been fully paid.
	 
	 	(b)	 	Perform, on behalf and at the expense of Tenant, any obligation of Tenant
under this Lease which Tenant has failed to perform and of which Landlord shall have
given Tenant notice, the cost of which performance by Landlord, together with interest
thereon from the date of such expenditure, shall be deemed Additional Rental and shall
be payable by Tenant to Landlord upon demand.
	 
	 	(c)	 	Elect to terminate this Lease and the tenancy created hereby by giving notice
of such election to Tenant, and may reenter the Premises, without the necessity of
legal proceedings, and may remove Tenant and all other persons (if Tenant is still in
possession) and property from the Premises, and may store such property in a public
warehouse or elsewhere at the cost of and for the account of Tenant without resort to
legal process and without Landlord being deemed guilty of trespass or becoming liable
for any loss or damage occasioned thereby.
	 
	 	(d)	 	Exercise any other legal or equitable right or remedy which it may have.





          Notwithstanding the provisions of clause (b) above and regardless of whether an Event of
Default shall have occurred, Landlord may exercise the remedy described in clause (b) without any
notice to Tenant if Landlord, in its good faith judgment, believes it would be injured by failure
to take rapid action or if the unperformed obligation of Tenant constitutes an emergency. Any
costs and expenses incurred by Landlord (including, without limitation, attorneys’ fees) in
enforcing any of its rights or remedies under this Lease shall be deemed to be Additional Rental
and shall be repaid to Landlord by Tenant upon demand.




          14.3. Damages. If this Lease is terminated by Landlord pursuant to
Section 149. 14.2., Tenant nevertheless shall remain liable for any Rent and damages
which may be due or sustained by Landlord and all reasonable costs, fees and expenses including,
but not limited to, attorney’s fees, costs and expenses incurred by Landlord in pursuit of its
remedies hereunder, or in renting the Premises to others from time to time.




          If this Lease is terminated pursuant to Section 14.2, Landlord may relet the Premises or any
part thereof, alone or together with other premises, for such term or terms (which may be




15









 




greater or less than the period which otherwise would have constituted the balance of the Term)
and on such terms and conditions (which may include concessions or free rent and alterations of
the Premises) as Landlord, in its absolute discretion, may determine, but Landlord shall not be
liable for, nor shall Tenant’s obligations hereunder be diminished by reason of, any failure by
Landlord to relet the Premises or any failure by Landlord to collect any rent upon such
reletting.




          14.4. Assignment in Bankruptcy. In the event of an assignment by operation of law under the
federal Bankruptcy Code, or any state bankruptcy or insolvency law and Landlord elects not to
terminate this lease under Section 14.2., the assignee shall provide Landlord with adequate
assurance of future performance of all of the terms, conditions and covenants of the Lease, which
shall include, but which shall not be limited to, assumption of all the terms, covenants and
conditions of the Lease by the assignee and the making by the assignee of the following express
covenants to Landlord:





	 	(i)	 	That assignee has sufficient capital to pay the Rent and other charges due under the Lease for the remaining Term; and
	 
	 	(ii)	 	That assumption of the Lease by the assignee will not cause Landlord to be in
violation or breach of any provision in any other lease, financing agreement or
operating agreement relating to the Building.





          XV. PROVISIONS APPLICABLE AT TERMINATION OF LEASE




          15.1. Surrender of Premises. At the expiration of this Lease, Tenant shall surrender the
Leased Premises in the same condition as they were in upon delivery of possession thereto under
this Lease, normal wear and tear excepted, and shall deliver all keys to Landlord. Before
surrendering the Leased Premises, Tenant shall remove all of its personal property and trade
fixtures and such property or the removal thereof shall in no way damage the Leased Premises, and
Tenant shall be responsible for all costs, expenses and damages incurred in the removal thereof.




          If Tenant fails to remove its personal property and fixtures upon the expiration of this
Lease, the same shall be deemed abandoned and shall become the property of Landlord.




          15.2. Holding Over. Any holding over after the expiration of the term hereof or of any renewal
term shall be construed to be a tenancy from month to month at 120% of the rent herein specified
(pro rated on a monthly basis) and shall otherwise be governed by the terms, conditions and
covenants of this Lease.




          XVI. ATTORNEYS’ FEES




          If either the Landlord or the Tenant institutes any action against the other relating to this
Lease, the unsuccessful party in such action agrees to reimburse the successful party for the





16









 







reasonable expenses of such action, including reasonably attorney’s fees, incurred therein by the
successful party.




          XVII. ESTOPPEL CERTIFICATE




          17.1 Landlord’s Right to Estoppel Certificate. Tenant shall, within fifteen (15) days after
Landlord’s request, execute and deliver to Landlord a written declaration in recordable form
ratifying this Lease and certifying: (1) the Commencement Date and term hereof; (2) that this Lease
is in full force and effect and has not been assigned, modified, supplemented or amended (except by
such writing as shall be stated); (3) that all conditions under this Lease to be performed by
Landlord have been satisfied; (4) that there are no defenses or offsets against the enforcement of
this Lease by the Landlord, or stating those claimed by Tenant; (5) the amount of advance rent, if
any, (or none if such is the case) paid by Tenant; (6) the date to which rent has been paid; (7)
the amount of security deposited with Landlord; and (8) such other information as Landlord may
reasonably request. Landlord’s mortgage lenders and/or purchasers shall be entitled to rely upon
such declaration.




          17.2. Effect of Failure to Provide Estoppel Certificate. If Tenant fails to furnish any
Estoppel Certificate within fifteen (15) days after request therefor, it shall be
conclusively presumed that:





	 	(a)	 	this Lease is in full force and effect without modification
in accordance with the terms set forth in the request;
	 
	 	(b)	 	there are no unusual breaches or defaults on the part of the
Landlord; and (c) no more than one (1) month’s rent has been paid in advance.





          XVIII. COMMON AREAS




          18.1. Definition of Common Areas. “Common Areas” means all area, spaces, equipment and
special services provided for the joint or common use and benefit of the tenants or occupants of
the Building and Property or portions thereof, and their employees, agents, servants, patients,
customers and other invitees (collectively referred to herein as “Occupants”) including without
limitation, parking areas, access roads, driveways, retaining walls, landscaped area, service ways,
loading docks, pedestrian walks, courts, stairs, ramps, and sidewalks, common corridors, rooms and
restrooms, air-conditioning, fan, janitorial, electrical and telephone rooms or closets, and all
other areas within the Building which are not specified for exclusive use or occupancy by Landlord
or any Tenant (whether or not they are leased or occupied).




          18.2. License to Use Common Areas. The Common Areas shall be available for the common use of
all Occupants. All common areas shall be subject to the exclusive control and management of
Landlord. Landlord shall have the right to construct, maintain, and operate





17









 







lighting and other facilities on all improvements; to police the same; to change the area, level,
location, and arrangement of parking areas and other facilities; to restrict parking by tenants,
their officers, agents, and employees; to close all or any portion of said areas or facilities to
such extent as may be legally sufficient to prevent a dedication thereof or the accrual of any
right to any person or the public therein; and to close temporarily all or any portion of the
parking areas or facilities to discourage non-occupant parking. Landlord shall operate and maintain
the Common Areas in such manner as Landlord in its discretion shall determine, shall have full
right and authority to employ and discharge all personnel with respect thereto, and shall have the
right, through reasonable rules, regulations, and/or restrictive covenants promulgated by it from
time to time, to control use and operation of the Common Areas in order that the same may occur in
a proper and orderly fashion.




          18.3. Parking. Automobiles of Tenant and all Occupants (as defined above) associated with
Tenant shall be parked only within parking areas not otherwise reserved by Landlord and
specifically designated for use by any other tenant and/or the Occupants associated with said other
tenant or tenants. Landlord or its agents shall, without any liability to Tenant or its Occupants,
have the right to cause to be removed any automobile that may be wrongfully parked in a prohibited
or reserved parking area, and Tenant agrees to indemnify, defend and hold Landlord harmless from
and against any and all claims, losses, demands, damages and liabilities asserted or arising with
respect to or in connection with any such removal of an automobile. Tenant shall from time to time,
upon request of Landlord, supply Landlord with a list of license plate numbers of all automobiles
owned by Tenant or its day-to-day Occupants.




          XIX. SIGNS, AWNINGS, AND CANOPIES




          19.1 Upon Landlord’s approval of signage design and specifications, Landlord specifically authorizes Tenant to install signage fixtures to the building exterior, interior and the property
gate. Such signage will be produced in a workmanlike and professional manner and shall be installed
and maintained in accordance with local building regulations. Tenant shall not place or suffer to
be placed or maintained on any exterior door, wall, or window of the Leased Premises, or elsewhere
in the Building, any excess or additional sign, awning, marquee, decoration, lettering, attachment,
or canopy, or advertising matter or other thing of any kind, and will not place or maintain any
additional decoration, lettering, or advertising matter on the glass or any window or door of the
Leased Premises without first obtaining Landlord’s written approval.




          19.2 Tenant further agrees to maintain such sign, awning, canopy, decoration, lettering,
advertising matter, or other things as may be approved in good condition and repair at all times.
Landlord may at Tenant’s cost, and without liability to Tenant, enter the Leased Premises and
remove any item erected in violation of this Section. Landlord may establish rules and regulations
governing the size, type, and design of all signs, decorations, etc., and Tenant agrees to abide
thereby.





18











 






     19.3 Upon termination of this Lease, Tenant shall pay and be responsible for removal of the
sign and repair of any damage to the Premises.



     XX. MISCELLANEOUS PROVISIONS



     20.1. No Partnership. Landlord does not by this Lease, in any way or for any purpose, become a
partner or joint venturer of Tenant in the conduct of its business or otherwise.



     20.2. Force Majeure. Either party shall be excused for the period of any delay in the
performance of any obligations hereunder when prevented from so doing by cause or causes beyond
-their control, including labor disputes, civil commotion, war, governmental regulations or
controls, fire or other casualty, inability to obtain any material or service, or acts of God.



     20.3. No Waiver. Failure of either party to insist upon the strict performance of any
provision or to exercise any option hereunder shall not be deemed a waiver of such breach. No
provision of this Lease shall be deemed to have been waived unless such waiver be in writing signed
by both parties.



     20.4. Notices. Any notice, demand, request, or other instrument which may be or is required to
be given under this Lease shall be delivered in person or sent by United States certified or
registered mail, postage prepaid and shall be addressed (a) if to Landlord, at the place
specified for payment of rent, and (b) if to Tenant, either at the Demised premises or at any other
current address for Tenant which is known to Landlord. Either party may designate such other
address as shall be given by written notice.



	 	 	 
	LANDLORD

	 	 
	 
	 	 
		 	 






With a copy to:





19









 








Gerald Snow, Esquire 
Ray,
Quinney & Nebeker




Salt Lake City, UT




     20.5 Captions, Attachments, Defined Terms. The captions to the sections of this Lease are for
convenience of reference only and shall not be deemed relevant in resolving questions of
construction or interpretation under this Lease.



     20.6 Recording. Tenant shall not record this Lease or a memorandum thereof without the written
consent of Landlord.



     20.7 Partial Invalidity. If any provision of this Lease or the application thereof to any
person or circumstance shall to any extent be invalid, the remainder of this Lease or the
application of such provision shall not be affected thereby and each provision of this Lease shall
be valid and enforced to the fullest extent permitted by law.



     20.8 Subordination: Landlord shall have the right to subordinate this Lease to any ground
lease, deed of trust or mortgage encumbering the Property, any advances made on the security
thereof and any renewals, modifications, consolidations, replacements or extensions thereof,
whenever made or recorded. However, Tenant’s right to quiet possession of the Property during the
Lease Term shall not be disturbed so long as Tenant pays the rent and performs all of Tenant’s
obligations under this Lease and is not otherwise in default. If any ground Landlord, beneficiary
or mortgagee elects to have this Lease prior to the lien of its ground lease, deed of trust or
mortgage and gives written notice thereof to Tenant, this Lease shall be deemed prior to such
ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date
of said ground lease, deed of trust or mortgage or the date of recording thereof.



     20.9 Attornment: If Landlord’s interest in the Property is transferred, Tenant shall not attorn
to the transferee of or successor to Landlord’s interest in the Property and recognize such
transferee or successor as Landlord under this Lease. Tenant waives the protection of any statute
or rule of law which gives or purports to give Tenant any right to terminate this Lease or
surrender possession of the Property upon the transfer of Landlord’s interest.



     20.10 Signing of Documents: Tenant shall sign and deliver any instrument or documents
necessary or appropriate to evidence any such attornment or subordination or agreement to do so.
Such subordination and attornment documents may contain such provisions as are customarily required
by any ground Landlord, beneficiary under a deed of trust or mortgagee. If Tenant fails to do so
within ten (10) days after written request, Tenant hereby makes, constitutes and irrevocably
appoints Landlord, or any transferee or successor of Landlord, the attorney-in-fact of Tenant to
execute and deliver any such instrument or document.



20









 





     20.11 Tenant’s Financial Condition: Within thirty (30) days after written request from
Landlord, Tenant shall deliver to Landlord such financial statements as are reasonably required by
Landlord to verify the net worth of Tenant, or any assignee, subtenant, or guarantor of Tenant.
Tenant represents and warrants to Landlord that each such financial statement is a true and
accurate statement as of the date of such statement. All financial statements shall be confidential
and shall be used only for the purposes set forth herein.



     20.12 Quiet Enjoyment. Tenant, upon payment of the rent and the performance of the terms of
this Lease, shall, at all times during the lease term and during any extension thereof, peacefully
and quietly enjoy the leased property without any disturbance from the Landlord or from any person
claiming by, through or under the Landlord, except as otherwise herein provided.



     20.13 Mechanic’s Lien. Should any mechanic’s or other lien be filed against the Leased Premises
or any part thereof by reason of Tenant’s acts or omissions or because of a claim against Tenant,
Tenant shall cause the same to be canceled and discharged of record by bond or otherwise within ten
(10) days after notice by Landlord. If Tenant does not so comply with this provision, the Landlord
may cause the lien to be removed and apply the cost thereof and any expenses associated with the
removal, including reasonable attorney’s fees, to be added as additional rent under this Lease.



     20.14 Attachments: The following, by reference hereto, are a part of this Lease:



Exhibit “A” — Floor Plan

Exhibit “B” — Rules and Regulations Tenant Improvements

Exhibit “C” — Corporate Resolution or Proof of Officer’s Authority to Execute Lease




     20.15 Entire Agreement: This Lease Agreement constitutes the entire agreement and
understanding between the parties hereto and supersedes all prior discussions, understandings and
agreements. Except as otherwise provided herein, this Lease may not be altered or amended except
by subsequent written agreement executed by all of the parties hereto.



     20.16 Choice of Law and Venue. It is agreed that this agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Utah. Any action to enforce
this Lease shall be filed in a court of competent jurisdiction within the boundaries of Salt Lake
County, Utah.



     20.17 Counterparts. This Agreement may be executed in one or more counterparts which
together shall constitute the agreement.



     20.18 Interest. Where this Lease provides for interest on any outstanding liability, that
interest shall be in the amount of eighteen percent (18%) per annum.



21









 





     20.19 Execution of Certificate of Corporate Resolution or Other Proof of Officer’s Authority to
Execute Lease. Within thirty (30) days of initial occupancy, Tenant shall provide a duly executed
Certificate of Corporate Resolution or other proof of Officer’s authority to execute lease, in the
form attached hereto as Exhibit “C” as a condition to occupying the premises.



     XXI. EARLY TERMINATION OF LEASE



     21.1 After the first year of the lease term, Landlord may terminate this Lease upon ninety
(90) days written notice to Tenant. If Landlord terminates the Lease pursuant to this paragraph,
Landlord shall reimburse Tenant for the first Twenty-Five Thousand Dollars ($25,000) of reasonable
moving expenses incurred by Tenant in the course of vacating the Premises and shall return to the
Tenant any paid but unused portion of all rents due, deposits and/or other monies held in escrow by
the Landlord.



     XXII. RIGHT OF FIRST REFUSAL



     22.1 During the term of the Lease, Tenant shall have the right of first opportunity to lease
the uppermost floor of the Building. Upon either request from the Tenant or upon receipt from a
third party of an offer to lease the uppermost floor or any portion thereof, Landlord shall present
said offer to Tenant. Tenant shall then have five(5) business days in which to enter into a Lease
with Landlord upon terms Agreeable to both parties. Upon the expiration of five (5) business days
time, if Tenant has not entered into a Lease with Landlord, Landlord may lease the uppermost floor
or portion thereof



	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:	 	 
		 	 	 		 	 






22









 






Addendum to Lease Agreement for 1011 Murray-Holladay Road



WHEREAS,
1011 LLC (the “Landlord”) and SafeScan Medical Systems, LLC (the “Tenant”) have entered
into a lease agreement for the first floor of the building located at 1011 East Murray-Holladay
Road, Salt Lake City, Utah, and



WHEREAS, the lease agreement specifies that certain activities, building modifications,
installation and use of equipment or signage by Tenant requires the approval of the Landlord, and



WHEREAS, Landlord and Tenant agree that any approvals given for these certain activities, building
modifications, installation and use of equipment or signage shall be valid only for the Tenant and
shall not be valid for any sub-lessee,



THEREFORE, Tenant submits the following items for approval and Landlord gives approval.



Section 6.1 Use of Leased Premises:





Tenant is authorized to perform assembly, operation, storage, testing and all other aspects
of designing, building, packaging, shipping, and operating medical equipment. Such
authorization includes but is not limited to the assembly and testing of electronic
components, manufacture of mechanical components as well as the operation of such equipment
including patient testing.



Section 7.2 (a) Additional Limitations — Power





Tenant is authorized to utilize 220 volt single phase power for the testing, operation
and demonstration of medical equipment.



Section 8.3 Alterations





Tenant is authorized to modify the area defined as “Employee Meeting Room” on the floor
layout to add a room of the approximate size of 12 feet by 18 feet, including the addition
of a water supply, two doors and 220 volt single phase power.



Section 19.1 Signs





Tenant is authorized to mount a Company Logo sign no bigger than 36" high and 72" wide on
the upper exterior of the building. Tenant is also authorized to place a sign at the
driveway entrance no bigger than 30" high by 60" wide and a total height from the ground not
to exceed 72".


TENANT USE
OF SMALLER STORAGE  BUILDING SHALL BE AT NO CHARGE FOR ONE YEAR.



Approvals:




	 	 	 	 	 	 	 	 	 
		 	 	 	






 









 






Second Addendum to Lease Agreement for 1011 Murray-Holladay Road



WHEREAS,
1011 LLC (the “Landlord”) and SafeScan Medical Systems, LLC (the “Tenant”) have entered
into a lease agreement dated September 1, 2003 for the first floor of the building located at 1011
East Murray-Holladay Road, Salt Lake City, Utah, and



WHEREAS, SafeScan Medical Systems, LLC has been merged into TechniScan, Inc., and SafeScan Medical
Systems, LLC has been dissolved, and



WHEREAS, Landlord and Tenant wish to extend the term of the lease and make modifications
to certain terms of the lease,



THEREFORE, Landlord and Tenant agree to the following modifications to the lease.



Replace the first paragraph of the lease with the following:





THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of this 1st day
of September, 2003, by and between 1011 L.L.C., a Utah Limited Liability Company (the
“Landlord”), and TechniScan, Inc., a Utah corporation (the “Tenant”).


Add sub-paragraph (e) to Section 1.1 Description of Premises.




     (e) The exclusive right to use the northern storage building for storage of materials,
documents and equipment provided that it not used for any manufacturing, engineering or
administrative activities.


Replace Section 2.1 with the following:





2.1. Length of Term. The term of this Lease shall be for a period of four (4) years,
commencing on September 1st, 2003 and terminating at 11:59 P.M. on September 8, 2007. Except for the return of money deposited with Landlord by Tenant, Landlord shall not
have any liability to Tenant arising our of Landlord’s failure to deliver the Premises to
Tenant on the Commencement Date.



Replace Section 3.1 with the following:




     3.1. Basic Annual Rent. Tenant agrees to pay to Landlord as basic annual rent (the “Basic
Rent”) the amounts shown in the schedule below:


Year 1      See Schedule Below

Year 2      See Schedule Below

Year 3      See Schedule Below

Year 4      See Schedule Below




 









 








Replace Section 3.3 with the following:





3.3 Payment of Annual Basic Rent. Annual Basic Rent shall be payable
without prior demand in monthly installments detail below in advance on the
1st day of each calendar month during the term.



	 	 	 	 	 
	MONTHS	 	MONTHLY INSTALLMENT
	 
	1

	 	$	12,500.00	 
	2

	 	$	0.00	 
	3

	 	$	10,000.00	 
	4

	 	$	10,000.00	 
	5

	 	$	10,000.00	 
	6-12

	 	$	17,250.00	 
	13-24

	 	$	17,867.50	 
	25-36

	 	$	18,400.53	 
	37-47

	 	$	18,949.54	 
	48

	 	$	1,060.90	 





Delete Section 7.3 (a) Assumption of ADT Security Contract




Delete
XXI. EARLY TERMINATION OF LEASE and Section 21.1




Approvals:




	 	 	 
		 	






 









 










Bill of Sale



For and in
consideration of the sum of one dollar ($1.00) 1011 LLC does hereby sell and
transfer ownership to SafeScan Medical Systems, LLC the following items that are located in the
building at 1011 East Murray-Holladay Road, Salt Lake City, Utah.




List of items:





	 	1.	 	Axxess Telephone System, including switching system, handsets, operating system
software, voice mail software, manuals and any other peripheral items.
	 
	 	2.	 	All Partitions and Modular Furniture within the building.
	 
	 	3.	 	All office desks, chairs, bookcases and tables located within the building excluding
any articles of home furniture and any items located in eastern half of 2nd floor.
	 
	 	4.	 	All office supplies, floor mats, trays, etc. located within the building.





Agreed:




	 	 	 	 	 	 	 	 	 
	SafeScan Medical Systems, LLC	 	 	 	1011 LLC
	 
		 	 	 	






 









 







LEASE EXTENSION



THIS LEASE EXTENSION AGREEMENT (hereinafter referred to as the “Lease Extension”) is
made and entered into this 18 day of July, 2007, by
and between 1011 LLC (hereinafter referred to as “Landlord”) and TechniScan Medical Systems Inc.
(hereinafter referred to as Tenant,” whether one or more, and each agreeing to be bound by and
held Jointly and severally liable under the terms and conditions of this Lease Extension).



In consideration of the covenants and obligations contained herein and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:



1.
PRIOR LEASE: The parties executed a Lease Agreement dated September 5, 2003 (hereinafter “Lease
Agreement”) and amended December 15, 2004, with a term of lease commencing on the 1st day of
September, 2003, and which expires on the 8th day of September, 2007. All terms, conditions, and
provisions of said Lease Agreement are hereby incorporated by
reference or by attachment.



2.
EXTENSION OF PRIOR LEASE TERM: The parties hereby agree to extend and continue the
aforementioned Lease Agreement for an additional term, commencing on the 9th day of September,
2007, and expiring on the 8th day of April, 2008.



3. REVISED RENT PAYMENTS: The revised rent payments shall commence beginning on the
1st day of September, 2007 and be payable per the payment schedule detailed in Section 3.3 of the
amended and attached Payment of Annual Basic Rent schedule.



4.
Month to Month Extension: At the end of the lease extension, April 8th, 2008, the
Tenant and Landlord agree to a month to month extension of the lease at the rate of $10,000 a
month. Both parties agree to provide each other 45 days notice to terminate the month to month
agreement.



5. SPACE ALLOCATION: When this lease extension is in place, and in consideration for the reduced
rent payments, the Tenant with 45 days notice, will vacate all or any part of the northern portion
of the building. This area is identified as the Break Room, Lab Space (2 1/2 squares
unmarked), Loading Dock, Employee Meeting Room and the Front Conference Room.



6. SUBLEASE: The Tenant may sublease portions of the building labeled administration to Subleassees
providing they adhere to the conditions of the Lease Agreement.




	 	 	 	 	 	 	 
		 	 
		 	 







 









 











LEASE EXTENSION



THIS LEASE EXTENSION AGREEMENT (hereinafter referred to as the “Lease Extension”) is
made and entered into this 18 day of July, 2007, by
and between 1011 L.L.C (hereinafter referred to as “Landlord”) and TechniScan Medical Systems Inc.
(hereinafter referred to as “Tenant,” whether one or more, and each agreeing to be bound by and
held jointly and severally liable under the terms and conditions of this Lease Extension).



In consideration of the covenants and obligations contained herein and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:



1.
PRIOR LEASE: The parties executed a Lease Agreement dated
September 5, 2003 (hereinafter “Lease
Agreement”) and amended December 15, 2004, with a term of lease commencing on the 1st day of
September, 2003, and which expires on the 8th day of September, 2007. All terms, conditions, and
provisions of said Lease Agreement are hereby incorporated by
reference or by attachment.



2.
EXTENSION OF PRIOR LEASE TERM: The parties hereby agree to extend and continue the
aforementioned Lease Agreement for an additional term, commencing on the 9th day of September,
2007, and expiring on the 8th day of April, 2008.



3.
REVISED RENT PAYMENTS: The revised rent payments shall commence
beginning on the 1st
day of September, 2007 and be payable per the payment schedule detailed in Section 3.3 of the
amended and attached Payment of Annual Basic Rent schedule.



4.
Month to Month Extension: At the end of the lease extension, April 8th, 2008, the
Tenant and Landlord agree to a month to month extension of the lease at the rate of $10,000 a
month. Both parties agree to provide each other 45 days notice to terminate the month to month
agreement.



5.
SPACE ALLOCATION: When this lease extension is in place, and in consideration for the reduced
rent payments, the Tenant with 45 days notice, will vacate all or any part of the northern portion
of the building. This area is identified as the Break Room, Lab Space
(2 1/2 squares
unmarked), Loading Dock, Employee Meeting Room and the Front Conference Room.



6.
SUBLEASE: The Tenant may sublease portions of the building labeled administration to Subleassees
providing they adhere to the conditions of the Lease Agreement.




	 	 	 	 	 	 	 
		 	 	 		 	 






 









 










Replace Section 3.3 with the following:





3.3 Payment of Annual Basic Rent. Annual Basic Rent shall be payable without prior
demand in monthly installments detail below in advance on the 1st day of
each calendar month during the term.



	 	 	 	 	 
	MONTHS	 	MONTHLY INSTALLMENT
	 
	1

	 	$	12,500.00	 
	2

	 	$	0.00	 
	3

	 	$	10,000.00	 
	4

	 	$	10,000.00	 
	5

	 	$	10,000.00	 
	6-12

	 	$	17,250.00	 
	13-24

	 	$	17,867.50	 
	25-36

	 	$	18,400.53	 
	37-47

	 	$	18,949.54	 
	48-55

	 	$	10,000.00	 






APPROVALS: