zynex8kex101_11122009.htm


     

     

    Exhibit 10.1

    
 

    


    


    PREMISES
LEASE

    PARK
MEADOW CORPORATE CENTER IV

    9990
PARK MEADOWS DRIVE

    LONE
TREE, CO 80124

    


    SPIRAL
LONE TREE, LLC

    a
Colorado limited liability company

     

    (as
Landlord)

     

    and

     

    ZYNEX
MEDICAL, INC.,

    a
Colorado corporation

     

    (as
Tenant)

    


    


    


    


    


    


    Commencement
Date:  November 12, 2009

    


    Rent
Commencement Date:  January 1, 2010

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              TABLE
      OF CONTENTS

            


    

     

    


     

    
      	
              1.

            	
              DEFINITIONS

            	
              1

            
	
              2.

            	
              PREMISES

            	
              2

            
	
              3.

            	
              RENT

            	
              3

            
	
              4.

            	
              COMPLETION
      OR REMODELING OF THE PREMISES

            	
              3

            
	
              5.

            	
              OPERATING
      EXPENSES

            	
              3

            
	
              6.

            	
              SERVICES

            	
              7

            
	
              7.

            	
              QUIET
      ENJOYMENT

            	
              8

            
	
              8.

            	
              DEPOSIT

            	
              8

            
	
              9.

            	
              USE

            	
              8

            
	
              10.

            	
              ALTERATIONS
      AND REENTRY BY LANDLORD

            	
              9

            
	
              11.

            	
              ALTERATIONS
      AND REPAIRS BY TENANT

            	
              9

            
	
              12.

            	
              MECHANICS’
      LIENS

            	
              10

            
	
              13.

            	
              SUBLETTING
      AND ASSIGNMENT

            	
              11

            
	
              14.

            	
              DAMAGE
      TO PROPERTY AND INDEMNITY BY TENANT

            	
              12

            
	
              15.

            	
              INSURANCE
      AND WAIVER OF SUBROGATION

            	
              13

            
	
              16.

            	
              SURRENDER
      AND NOTICE

            	
              14

            
	
              17.

            	
              ACCEPTANCE
      OF PREMISES BY TENANT

            	
              14

            
	
              18.

            	
              CASUALTY
      AND RESTORATION OF PREMISES

            	
              14

            
	
              19.

            	
              CONDEMNATION

            	
              15

            
	
              20.

            	
              DEFAULT
      BY TENANT

            	
              15

            
	
              21.

            	
              SUBORDINATION
      AND ATTORNMENT

            	
              19

            
	
              22.

            	
              HOLDING
      OVER: TENANCY MONTH-TO-MONTH

            	
              20

            
	
              23.

            	
              PAYMENTS
      AFTER TERMINATION

            	
              20

            
	
              24.

            	
              STATEMENT
      OF PERFORMANCE

            	
              20

            
	
              25.

            	
              MISCELLANEOUS

            	
              20

            
	
              26.

            	
              AUTHORITIES
      FOR ACTION AND NOTICE

            	
              24

            
	
              27.

            	
              BROKERAGE

            	
              24

            
	
              28.

            	
              TENANT’S
      EARLY TERMINATION OPTION

            	
              25

            
	
              29.

            	
              RENEWAL
      OPTION

            	
              25

            
	
              30.

            	
              TIME
      OF ESSENCE

            	
              26

            
	
              31.

            	
              EXHIBITS

            	
              26

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

     

    
      	
              EXHIBIT
      A        DEPICTION OF
      PREMISES

            	
              A-1

            
	
              EXHIBIT
      B        LEGAL
    DESCRIPTION

            	
              B-1

            
	
              EXHIBIT
      C        WORK LETTER

            	
              C-1

            
	
              EXHIBIT
      D        RULES AND
      REGULATIONS

            	
              D-1

            
	
              EXHIBIT
      E         PARKING

            	
              E-1

            
	
              EXHIBIT
      F         SIGNAGE
      EXHIBIT

            	
              F-1

            
	
              EXHIBIT
      G        EARLY TERMINATION FEE
      

            	G-1
	EXHIBIT
      H        ZYNEX, INC.
      LEASE GUARANTY	H-1


    

     

    
 

    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    SUMMARY
OF BASIC LEASE PROVISIONS

    


    The following summarizes the basic
terms of this Lease.  If this summary conflicts with the provisions of
the Lease, the provisions of the Lease shall control.

    


     

    
      	
              1.

            	
              Effective
      Date:

            	 
      	
              November
      12, 2009

               

            
	
              2.

            	
              Tenant:

            	 
      	
              ZYNEX
      MEDICAL, INC., a Colorado corporation

               

            
	
              3.

            	
              Landlord:

            	 
      	
              SPIRAL
      LONE TREE, LLC, a Colorado limited liability company

               

            
	
              4.

            	
              Premises:

            	 
      	
              Park
      Meadow Corporate Center IV, 9990 Park Meadows Drive, Lone Tree,
      Colorado  80124

               

            
	
              5.

            	
              Building
      Size:

            	 
      	
              75,000
      Rentable Square Feet, subject to verification and adjustment prior to
      Commencement Date by 1996 BOMA Standard Measurement (no rental adjustment
      for measurement)

               

            
	
              6.

            	
              Tenant’s
      Pro-Rata Share:

            	 
      	
              100%

               

            
	
              7.

            	
              Primary
      Lease Term:

            	 
      	
              Sixty-Nine
      Months

               

            
	
              8.

            	
              Commencement
      Date:

            	 
      	
              January
      1, 2010 or earlier

               

            
	
              9.

            	
              Rent
      Commencement Date:

            	 
      	
              January
      1, 2010

               

            
	
              10.

            	
              Estimated
      Expiration Date:

            	 
      	
              September
      30, 2015

               

            
	
              11.

            	
              Renewal
      Option:

            	 
      	
              One
      5-year option; Market Rent

               

            
	
              12.

            	
              Early
      Termination Option:

            	 
      	
              Months
      43 – 68, with scheduled Early Termination Fee, See Exhibit G

               

            
	
              13.

            	
              Base
      Rent from Rent Commencement Date:

               

            	 
      	 
      


    

    
      	
              
                Months

              

               

            	
              Annual
      Rate per Rentable Sq. Foot

            	
               

              Monthly
      Rate        

            	 
	
              01
      through 12, inclusive

            	
              $4.00*

            	
                 $25,000.00**

            	 
	
              13
      through 24, inclusive

            	
              $22.00

            	
               $137,500.00

            	 
	
              25
      through 36, inclusive

            	
              $23.00

            	
               $143,750.00

            	 
	
              37
      through 48, inclusive

            	
              $24.00

            	
              $150,000.00

            	 
	
              49
      through 69, inclusive

            	
              $25.00

            	
              $156,250.00

            	 


    

    


     

    
              
* See
Lease Section 1B

    

     

    
              
**
Calculated  Based on 75,000 Rentable Square Feet

    

    


     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              14.

            	
              Security
      Deposit:

            	 
      	
              $156,250.00,
      See Section 8

               

            
	
              15.

            	
              Installment
      Payable upon Execution:

            	 
      	
              First
      Month’s Rent, $25,000

               

            
	
              16.

            	
              Liability
      Insurance Minimum:

            	 
      	
              $2,000,000

               

            
	
              17.

            	
              Rent
      Payment and Landlord’s Address:

            	 
      	
              Spiral
      Lone Tree, LLC

              6909
      West Ray Road, Suite 9

              Chandler,
      AZ  85663

            
	 
      	 
      	 
      	 
      
	
              18.

            	
              Tenant
      Improvements:

            	 
      	
              SEE
      EXHIBIT C

               

            
	
              19.

            	
              Permitted
      Use of the Premises:

            	 
      	
              Executive
      and general offices, storage and light assembly

               

            
	
              20.

            	
              Guarantor:

            	 
      	
              Zynex,
      Inc., See Exhibit H

            


    

     

     

     

     

    


    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    PREMISES
LEASE

     

    THIS
LEASE is made as of November 12, 2009, by and between SPIRAL LONE TREE, LLC, a
Colorado limited liability company (“Landlord”), and ZYNEX MEDICAL,
INC., a Colorado corporation (“Tenant”).

     

    
      	
              1.

            	
              DEFINITIONS.

            


    

     

    In
addition to other terms which are defined elsewhere in this Lease, the terms
defined in the following subparagraphs of this Paragraph 1 shall have the
meanings set forth in such subparagraph whenever used in this Lease with the
first letter of each word capitalized.

     

    A.      “Base Operating Expenses” shall
mean an amount equal to the actual Operating Expenses, as described in Paragraph
5 below, for the Building for the calendar year 2010.

     

    B.      “Base Rent” shall mean annual
rental for the Primary Lease Term, commencing on the Rent Commencement Date,
payable pursuant to Paragraph 3, which will be in an amount per month
applicable during each Lease Year as follows:

    
      	
               

              Lease 

              Months

            	
               

              Per Square

              Foot Rate

            	
              Amount
      of Base Rent 

              Payable per Month

            
	
              01-
      12

            	
              $4.00*

            	
              $25,000.00**

            
	
              13-
      24

            	
              $22.00

            	
              $137,500.00

            
	
              25-36

            	
              $23.00

            	
              $143,750.00

            
	
              37-48

            	
              $24.00

            	
              $150,000.00

            
	
              49-69

            	
              $25.00

            	
              $156,250.00

            


    

     

    
      	
               
      

            	
              *

            	
              Landlord
      has agreed to provide Tenant a Base Rent rate concession of $18.00 per
      rentable square foot for Lease Months 1 through 12 to help Tenant defray
      the costs of Tenant Improvements pursuant to the Work Letter attached as
      Exhibit
      C.  In the event Tenant defaults on its obligations under
      this Lease, it shall be obligated to pay Landlord the balance of the Base
      Rent at the rate of $22.00 per square foot after credit for the reduced
      Base Rent actually paid.

            


    

     

    
      	
               
      

            	
              **

            	
              Based
      on 75,000 rentable square feet.

            


    

     

    C.      “Building” shall mean that
certain building and other improvements located at 9990 Park Meadows Drive, Loan
Tree, Colorado 80124 and the real property upon which such building and
improvements are located.

     

    D.      “Commencement Date” shall mean
January 1, 2010 or earlier by mutual agreement.

     

    E.      “Common Areas” shall mean those
portions of the Building, which are made available on a non-exclusive basis for
general use in common of tenants, their employees, agents and
invitees.  Landlord shall have the right from time to time to change
the location or character of and to make alterations of or additions to the
Common Areas, and to repair and reconstruct the Common Areas.

     

    F.      “Landlord’s Notice Address”
shall mean Spiral Lone Tree, LLC, Attention:  George Unruh, 6909 West
Ray Road, Suite 9, Chandler, AZ 85663, Email:  gunruh@spiral-inc.com,
Fax:  (480) 893-5601, or such other address as Landlord may from time
to time designate.

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    G.      “Lease Year” shall mean each
successive period of twelve (12) calendar months during the Primary Lease Term,
ending on the same day and month (but not year, except in the case of the last
Lease Year) as the day and month on which the Expiration Date will
occur.  If the Commencement Date is not the first day of a month, the
first Lease Year will be greater than 12 months by the number of days from the
Commencement Date to the last day of the month in which the Commencement Date
occurs.

     

    H.      “Permitted Use” shall mean
executive and general offices, storage and light assembly.

     

    I.      “Premises” shall mean the
Building as depicted on Exhibit A
attached hereto.

     

    J.      “Primary Lease Term” shall mean
the initial term of this Lease, which will be approximately sixty-nine months,
beginning on the Rent Commencement Date and ending on the “Expiration Date” (as
defined below), unless terminated earlier or extended further as provided in
this Lease.  The “Expiration Date” means
(i) if the Commencement Date is the first day of a month, the 69th month
anniversary of the day immediately preceding the Rent Commencement Date; or
(ii) if the Commencement Date is not the first day of a month, the 69th
month anniversary of the last day of the month in which the Rent Commencement
Date occurs.

     

    K.      “Property” shall mean that
certain real property on which the Building is situated, located in Centennial,
Colorado and more particularly described on Exhibit B
attached hereto.

     

    L.      “Rentable Area” shall mean the
entire Building comprising approximately seventy-five thousand (75,000)
square feet which is all rentable space available for lease in the Building,
subject to verification and adjustment prior to Commencement Date by 1996 BOMA
Standard Measurement, provided that the Base Rent shall not be adjusted based on
such measurement.

     

    M.      
“Security Deposit” shall
mean the sum of One Hundred Fifty-Six Thousand Two Hundred Fifty
Dollars ($156,250.00), subject to adjustment if the Premises are larger
than 75,000 rentable square feet.

     

    N.      “Tenant’s Notice Address” shall
mean shall mean Zynex Medical, Inc., Attention:  Mr. Thomas Sandgaard,
8022 Southpark Circle, Littleton, CO 80127, Email:  tsandgaard@zynexmed.com,  Fax:  (800)
495-6695, prior to the date on which Tenant takes occupancy of any portion of
the Premises, and, on and after the date on which Tenant takes occupancy of any
portion of the Premises, shall mean Tenant’s address at the Premises, Email:
tsandgaard@zynexmed.com,  Fax:  (800)
495-6695.

     

    O.      “Tenant’s Pro Rata Share” shall
mean one hundred percent (100%).

     

    P.      “Term” shall mean the Primary
Lease Term, as it may be extended by one or both of the Renewal Terms and/or any
other extension thereof.

     

    
      	
              2.

            	
              PREMISES

            


    

     

    In
consideration of the payment of rent and the keeping and performance of the
covenants and agreements by Tenant, as hereinafter set forth, Landlord hereby
leases to Tenant the Premises, together with a non-exclusive right, subject to
the provisions hereof, to use all appurtenances thereto, including, but not
limited to, any plazas, Common Areas, or other areas on the Property designated
by Landlord for the exclusive or non-exclusive use of the tenants of the
Building.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    3.           RENT

     

    Tenant
shall begin to pay the Base Rent on the date the Primary Lease Term commences
and shall continue to pay on the first day of each month thereafter during the
Term.  All rents shall be paid in advance, without notice, set off,
abatement, counterclaim, deduction or diminution, at Landlord’s Notice Address,
or at such place as Landlord from time to time designates in
writing.  In addition, Tenant shall pay to Landlord Tenant’s Pro Rata
Share of increases in Base Operating Expenses as provided herein and such other
charges as are required by the terms of this Lease to be paid by Tenant (“Additional
Rent”).  Landlord shall have the same rights to payment of the
Additional Rent as it has in the payment of Base Rent.

     

    
      	
              4.

            	
              COMPLETION OR
      REMODELING OF THE PREMISES

            


    

     

    A.      Leasehold
Improvements.  Landlord will permit Tenant, at Tenant’s sole
expense to design, construct and install in the Premises certain leasehold
improvements for Tenant in accordance with the terms and provisions of the Work
Letter attached hereto as Exhibit C (the
“Work
Letter”).

     

    B.      Early
Occupancy.  Tenant will have the right to enter the Premises
immediately upon mutual execution of this Lease and Landlord’s receipt of the
Security Deposit and prior to Tenant’s occupancy thereof for the conduct of its
business, for the purposes, installing furniture, fixtures, equipment and
leasehold improvements pursuant to the Work Letter.  At all times that
Tenant is in possession of any portion of the Premises prior to the Commencement
Date, all of the covenants and conditions of the Lease will bind both parties
with respect to such portion of the Premises, except that no Base Rent or Base
Operating Expenses will be payable for any such occupancy prior to the
Commencement Date.

     

    C.      Confirming
Addendum.  As soon as the Primary Lease Term commences,
Landlord and Tenant shall execute an addendum to this Lease, if requested by
either party, setting forth the exact Commencement Date and the Expiration
Date.

     

    
      	
              5.

            	
              OPERATING
      EXPENSES

            


    

     

    A.      Definition of Operating
Expenses.

     

    (1)      “Operating Expenses” shall mean
all operating expenses of any kind or nature which are necessary, ordinary, or
customarily incurred in connection with the operation and maintenance of the
Building as determined by Landlord on an accrual basis.  Operating
Expenses shall include, but not be limited to the following items to the extent
not paid directly by Tenant:

     

    (a)           All
real property taxes and assessments levied against the Building by any
governmental or quasi-governmental authority.  The foregoing shall
include any taxes, assessments, surcharges, or service or other fees of a nature
not presently in effect which shall hereafter be levied on the Building as a
result of the use, ownership or operation of the Building or for any other
reason, whether in lieu of or in addition to, any current real estate taxes and
assessments; provided, however, any taxes which shall be levied on the rentals
of the Building shall be determined as if the Building were Landlord’s only
property and, provided further, that in no event shall the term “taxes or
assessments,” as used herein, include any net federal or state income taxes
levied or assessed on Landlord, unless such taxes are a specific substitute for
real property taxes.  Landlord shall have the right in its sole
discretion to contest the amount or validity of any such taxes or assessments to
the extent permitted by applicable law and regulations, and expenses incurred by
Landlord for tax consultants and in such contest shall be included
in

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    such
computations (all of the foregoing collectively referred to herein as the “Taxes”).  “Assessment” shall include
so-called special assessments, license tax, business license fee, business
license tax, commercial rental tax, levy, charge, penalty or tax, imposed by any
authority having the direct power to tax, including any city, county, state or
federal government, or any school, agricultural, lighting, water, drainage or
other improvement or special district thereof, against the Premises, the
Building, or any legal or equitable interest of Landlord therein; for the
purposes of this Lease, any special assessments shall be deemed payable in such
number of installments as is permitted by law, whether or not actually so
paid.  If Landlord does not elect to contest the amount or validity of
any Taxes or Assessments, Tenant shall be permitted to do so at its sole
expense.

     

    Notwithstanding the foregoing, Tenant
shall pay before delinquency any and all taxes, assessments, license taxes and
other charges levied, assessed or imposed and which become payable upon Tenant’s
operations at, occupancy of, or conduct of business at the Premises or upon
equipment, furniture, appliances, trade fixtures and other personal property of
any kind installed or located at the Premises.  If Tenant shall
install or cause Landlord to install special tenant improvements such as, but
not limited to, private elevators, escalators, interior staircases or other
fixtures and fittings which caused an increase in the assessed value of the
Building, then Tenant shall also pay as Additional Rent all of the taxes
reasonably allocable to such extraordinary improvements.  If the
taxing authorities fail to render a separate tax bill with respect to such
improvements, Landlord shall allocate a reasonable portion of such taxes on the
Building to such improvements.

     

    (b)           Costs
of supplies, including, but not limited to, the cost of relamping all Building
Standard tenant lighting as the same may be required from time to
time;

     

    (c)      Costs
incurred in connection with obtaining and providing energy for the Building,
including, but not limited to, costs of natural gas, electricity, and fuel oils
or any other energy sources;

     

    (d)      Costs
of water and sanitary and storm drainage services;

     

    (e)      Costs
of janitorial and security services;

     

    (f)      Costs
of general maintenance and repairs and necessary replacements, including but not
limited to costs under HVAC and other mechanical maintenance contracts; and
repairs of equipment used in connection with such maintenance and repair
work;

     

    (g)      Costs
of landscape maintenance, parking lot maintenance and paving;

     

    (h)      Insurance
premiums, including fire and all-risk coverage, together with loss of rent
endorsement; the part of any claim required to be paid under the deductible
portion of any insurance policy carried by Landlord in connection with the
Building (where Landlord is unable to obtain insurance without such deductible
from a major insurance carrier at reasonable rates), public liability insurance;
and any other insurance carried by Landlord on the Building or any component
parts thereof (all such insurance shall be in such amounts as may be required by
any Mortgagee [as defined in subparagraph 25.I hereof] or as Landlord may
reasonably determine);

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    (i)      Labor
costs, including wages and other payments, costs to Landlord of workmen’s
compensation and disability insurance, payroll taxes, welfare, fringe benefits,
and all legal fees and other costs or expenses incurred in resolving any labor
dispute;

     

    (j)      Professional
building management fees;

     

    (k)      Legal,
inspection, and other consultation fees (including fees charged by consultants
retained by Landlord for services that are designed to produce a reduction in
Operating Expenses or to reasonably improve the operation, maintenance or state
of repair of the Building) incurred in the ordinary course of operating the
Building; and costs incurred by Landlord in engaging experts or other
consultants to assist in making the computations required
hereunder;

     

    (l)      The
costs of capital improvements and structural repairs and replacements made in or
to the Building in order to conform to changes subsequent to the Commencement
Date in any applicable laws, ordinances, rules, regulations, or orders of any
governmental or quasi-governmental authority having jurisdiction over the
Building  (“Required
Capital Improvements”); the costs of any capital improvements and
structural repairs and replacements designed primarily to reduce Operating
Expenses (“Cost Savings
Improvements”).  The expenditures for Required Capital
Improvements and Cost Savings Improvements shall be amortized at a market rate
of return over the useful life of such capital improvement or structural repair
or replacement (as determined by Landlord) provided that the amortized amount of
any Cost Savings Improvement shall be limited in any year to the reduction in
Operating Expenses as a result thereof.

     

    (2)      “Operating
Expenses” shall not include: (i)  costs of repairs or other work occasioned
by fire, windstorm or other insured casualty to the extent of insurance proceeds
received; (ii) leasing commissions, advertising expenses, and other costs
incurred in leasing space in the Building; (iii) costs of repairs or
rebuilding necessitated by condemnation; (iv) any interest on borrowed
money or debt amortization, except as specifically set forth above; or
(v) depreciation on the Building.

     

    (3)      Tenant
understands and acknowledges that Landlord has not made any representation or
given Tenant any assurances that the Base Operating Expenses will equal or
approximate the actual Operating Expenses for any calendar year during the
Primary Lease Term, or any extension thereof, including the first calendar
year.

     

    B.      If
any increase occurs in Operating Expenses during any calendar year during the
Primary Lease Term, or any extension thereof, including the first calendar year,
in excess of the Base Operating Expenses, Tenant shall pay to Landlord Tenant’s
Pro Rata Share of the amount of such increase.  All amounts required
to be paid by Tenant as a result of any such increase shall be paid within
thirty (30) days following billing therefor by Landlord.  In addition
to the foregoing, it is agreed that, during each calendar year beginning with
the first month of the second calendar year and continuing each month thereafter
during the Primary Lease Term, or any extension thereof, Tenant shall pay to
Landlord, at the same time as the Base Rent is paid, an amount equal to
one-twelfth (1/12) of Landlord’s estimate (as determined by Landlord) of
Tenant’s Pro Rata Share of any projected increases in the Operating Expenses for
the particular calendar year in excess of the Base Operating Expenses, with a
final adjustment to be made between the parties at a later date for said
calendar year in accordance with the procedures set forth herein.  If
any decrease occurs in Operating Expenses during any calendar year during the
Primary Lease Term or any extension thereof, including the first calendar year,
Landlord promptly shall refund or credit

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    to Tenant
Tenant’s Pro Rata Share of the amount of such decrease, and Tenant’s monthly
payment of its Pro Rata Share of Operating Expenses shall be reduced
accordingly.

     

    (1)      As
soon as practicable following the end of each calendar year during the Primary
Lease Term, or any extension thereof, including the first calendar year,
Landlord shall submit to Tenant a statement prepared by a representative of
Landlord setting forth the exact amount of Tenant’s Pro Rata Share of the
increase or decrease, if any, of the Operating Expenses for the calendar year
just completed over the Base Operating Expenses.  Beginning with said
statement for the second calendar year, it shall also set forth the difference,
if any, between Tenant’s actual Pro Rata share of such increase or decrease and
the estimated payments made by Tenant for the projected increase or decrease for
such just completed calendar year.  Each such statement shall also set
forth the projected increase or decrease, if any, in Operating Expenses for the
new calendar year over the Base Operating Expenses and the corresponding
increase or decrease in Tenant’s monthly rent for such new calendar year above
or below the rental paid by Tenant for the immediately preceding calendar year
computed in accordance with the foregoing provisions; provided, however, in no
event will the rental to be paid by Tenant hereunder ever be less than the Base
Rent as it is to be adjusted for such calendar year.

     

    (2)      To
the extent that Tenant’s Pro Rata Share of the increase or decrease in Operating
Expenses for the period covered by such statement is different from the
estimated amount upon which Tenant paid rent during the calendar year just
completed (or for the first calendar year reflects an increase over or decrease
from the Base Operating Expenses), Tenant shall pay to Landlord the positive
difference within thirty (30) days following receipt by Tenant of such statement
from Landlord or, if there is no positive difference, Landlord shall afford
Tenant  a credit on the next months’ rental owing hereunder, as the
case may be.  Until Tenant receives such statement, Tenant’s monthly
rent for the new calendar year shall continue to be paid at the rate paid for
the particular calendar year just completed, but Tenant shall commence payment
to Landlord of the monthly installments of rent on the basis of said statement
beginning on the first day of the month following the month in which Tenant
receives such statement.  Moreover, Tenant shall pay to Landlord or
deduct from the rent, as the case may be, on the date required for the first
payment of rent, as adjusted, the difference, if any, between the monthly
installments of rent so adjusted for the new calendar year and the monthly
installments of rent actually paid during the new calendar year.

     

    (3)      If,
during any particular calendar year, there is a change in the information on
which Landlord based the estimate upon which Tenant is then making its estimated
rental payments so that such estimate furnished to Tenant is no longer accurate,
Landlord shall be permitted to revise such estimate by notifying Tenant and
there shall be such adjustments made in the monthly rental on the first day of
the month following the serving of such statement on Tenant as shall be
necessary by either increasing or decreasing, as the case may be, the amount of
monthly rent then being paid by Tenant for the balance of the calendar year (but
in no event shall any such decrease result in a reduction of the rent below the
Base Rent and all amounts of Additional Rent, as adjusted for such calendar
year), as well as an appropriate adjustment in cash based upon the amount
theretofore paid by Tenant during such particular calendar year pursuant to the
prior estimate.

     

    C.      Landlord’s
and Tenant’s responsibilities with respect to the Operating Expense adjustment
described herein shall survive the expiration or early termination of this
Lease, and Landlord shall have the right to retain the security deposit, or so
much thereof as it deems necessary, to secure such payment attributable to the
year in which this Lease terminates.  If the Lease is in effect for
less than a full calendar year during the first or last calendar year of the
Term, Tenant’s Pro Rata Share for such partial year shall

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    be
calculated by proportionately reducing the Base Operating Expenses to reflect
the number of months in such year during which the Lease was in effect (the
“Adjusted Base Operating
Expenses”).  The Adjusted Base Operating Expenses shall then be
compared with the actual Operating Expenses for the said partial year to
determine the amount, if any, of any increase in the actual Operating Expenses
for such partial year over the Adjusted Base Operating Expenses.

     

    D.      If
Tenant shall dispute the amount of an adjustment submitted by Landlord or the
proposed estimated increase or decrease on the basis of which Tenant’s rent is
to be adjusted as provided in subparagraph (3) above, Tenant shall give
landlord written notice of such dispute within thirty (30) days after Landlord
advises Tenant of such adjustment or proposed increase or
decrease.  If Tenant does not give Landlord such notice within such
time, Tenant shall have waived its right to dispute the amounts so
determined.  If Tenant timely objects, Tenant shall have the right to
engage its own certified public accountants (“Tenant’s Accountants”) for the
purpose of verifying the accuracy of the statement complained of or the
reasonableness of the estimated increase or decrease.  If Tenant’s
Accountants determine that an error has been made, Landlord and Tenant’s
Accountants shall endeavor to agree upon the matter, failing which the parties
shall settle the dispute by judicial action or in such other manner as they
agree.  All costs incurred by Tenant in obtaining its own accountants
shall be paid for by Tenant unless Tenant’s Accountants disclose an error,
acknowledged by Landlord (or found to have occurred in a judicial action), of
more than five percent (5%) in the computation of the total amount of Operating
Expenses as set forth in the statement submitted by Landlord which is
challenged, in which event Landlord shall pay the reasonable costs incurred by
Tenant in obtaining such audit (excluding any charges billed on a contingency
fee basis).  Notwithstanding the pendency of any dispute over any
particular statement, Tenant shall continue to pay Landlord the amount of the
adjusted monthly installments of rent determined by Landlord until the
adjustment has been determined to be incorrect as aforesaid.  A delay
by Landlord in submitting any statement contemplated herein for any calendar
year shall not affect the provisions of this Paragraph 5 or constitute a
waiver of Landlord’s rights as set forth herein for said calendar year or any
subsequent calendar years during the Primary Lease Term and any extensions
thereof.

     

    
      	
              6.

            	
              SERVICES

            


    

     

    A.      Tenant
shall be responsible, at its sole cost and expense, to provide to and for the
Premises all utility and other support services including, but not limited to
water, sewer, heat, telephone and other telecommunications, janitorial and
security services to the extent not provided by Landlord generally for all
tenants in the Building.

     

    B.      Tenant
agrees that Landlord shall not be liable for unavailability of, interruption of
or interference with utilities and services for the Premises unless caused by
Landlord’s gross negligence or willful misconduct.

     

    C.      
Tenant agrees to notify promptly the Landlord or its representative of any
accidents or defects in the Building of which Tenant becomes aware, including
defects in pipes, electric wiring, and HVAC equipment.  In addition,
Tenant shall provide Landlord with prompt notification of any matter or
condition which may cause injury or damage to the Building or any person or
property therein.

     

    D.      Tenant
shall have access to the Premises and the “Parking Spaces” (as defined in Exhibit E)
twenty-four (24) hours per day, seven (7) days per week, excluding
closures due to casualty or other emergency.

     

    E.      Landlord
will operate the Building in compliance with applicable laws and regulations,
and provide all of the services included in Operating Expenses in a commercially
reasonable manner.

     

    


    
      
        
           


        

        
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    F.      Landlord
shall permit Tenant 24-hour access to the Premises absent limitations caused by
casualty, emergency or other circumstances outside Landlord’s reasonable
control.

     

    
      	
              7.

            	
              QUIET
      ENJOYMENT

            


    

     

    On the
condition that no Event of Default has occurred or is occurring, Landlord agrees
to warrant and defend Tenant in the quiet enjoyment and possession of the
Premises during the Term of this Lease.

     

    
      	
              8.

            	
              DEPOSIT

            


    

     

    Tenant
shall deposited with Landlord and will keep on deposit at all times during the
Term of this Lease, the Security Deposit as a reduction from the Tenant
Improvements Allowance provided for in Exhibit C, as
security for the payment by Tenant of all rent and other amounts herein agreed
to be paid and for the faithful performance of all the terms, conditions, and
covenants of this Lease.  If, at any time during the Term of this
Lease, Tenant shall be in default in the performance of any provision of this
Lease, Landlord shall have the right, but shall not be required to use said
deposit, or so much thereof as necessary, in payment of any rent or other amount
in default, in reimbursement of any expense incurred by Landlord, and in payment
of any damages incurred by Landlord by reason of Tenant’s default.  In
such event, Tenant shall, on written demand of Landlord, forthwith remit to
Landlord a sufficient amount to restore said deposit to an amount equal to the
final month’s Base Rent for the Term plus the monthly amount of Tenant’s Pro
Rata Share of increases in Operating Expenses then payable by Tenant pursuant to
subparagraph 5.A(3).  In the event Landlord has not used the
remaining balance of the Security Deposit, or has used only a portion of the
deposit as of the Expiration Date, Landlord shall return to Tenant or Tenant’s
successor in interest the deposit, the deposit or so much of the deposit that
remains, without interest, within sixty (60) days after the termination of the
Lease or surrender and Landlord’s acceptance of the Premises, whichever occurs
last.  Landlord shall have the right to commingle the deposit with
other funds of Landlord.  Landlord may deliver the deposit to the
purchaser of Landlord’s interest in the Premises in the event such interest is
sold and, thereupon, Landlord shall be discharged from further liability with
respect to such deposit.  Tenant agrees that if a Mortgagee (as
defined herein) succeeds to Landlord’s interest in the Premises by reason of
foreclosure or deed in lieu of foreclosure, Tenant shall have no claim against
said Mortgagee for the Security Deposit, or any portion thereof, unless such
Mortgagee has actually received the same from Landlord.  If the
Landlord’s claims against Tenant exceed the amount of the deposit, Tenant shall
remain liable for the balance of such claims.  Tenant shall not assign
or encumber or attempt to assign or encumber the Security Deposit, except that
Tenant may assign such deposit in the event of a permitted assignment of
Tenant’s entire interest in this Lease.

     

    
      	
              9.

            	
              USE

            


    

     

    Tenant
covenants and agrees to occupy and use the Premises for the Permitted Use and
for no other purpose, and to use them in a careful, safe, and proper manner; to
pay on demand for any damage to the Premises caused by misuse or abuse thereof
by Tenant, Tenant’s agents or employees, or of any other person entering upon
the Premises under express or implied invitation of Tenant; not to use or permit
the Premises to be used for any purposes prohibited by the laws, codes, rules,
and regulations of the United States, the State of Colorado, or of any
applicable municipality or quasi-governmental entity.  Tenant shall
not commit waste or suffer or permit waste to be committed or permit any
nuisance on or in the Premises.  In the event that any officials shall
hereafter at anytime contend or declare by notice, violation, order or in any
other manner whatsoever that the Premises are used for a purpose which is a
violation of any permit, certificate of occupancy, statute, ordinance or other
requirement of law applicable to the Building or the Premises, Tenant shall,
upon five (5) days’ written notice from Landlord, immediately discontinue such
use of the Premises.  Tenant at its sole expense shall comply with all
laws, orders and

     

    


    
      
        
           


        

        
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    regulations
of federal, state, county and municipal authorities and with any direction of
any public office or officers, pursuant to law which shall impose any violation
or duty upon Landlord or Tenant with respect to the Premises, or the use or
occupation thereof.

     

    Tenant
shall not use or suffer or permit any other firm or person to use the Premises
for any hazardous purpose or in any manner that will violate, suspend, void,
make inoperative or increase the rate of any policies of insurance of any kind
at any time carried by Landlord upon the Premises or the Building or the
fixtures and property therein.  Any increase in the cost of any
insurance carried by Landlord attributable to Tenant’s activities on the
Premises or Tenant’s failure to perform and observe Tenant’s obligations and
covenants hereunder shall be borne by Tenant and payable to Landlord from time
to time on demand.

     

    
      	
              10.

            	
              ALTERATIONS AND
      REENTRY BY LANDLORD

            


    

     

    A.      Unless
otherwise expressly provided herein, Landlord shall not be required to make any
improvements or repairs of any kind or character to the Premises during the
Term, except: (i) such repairs to all HVAC, mechanical, electrical,
plumbing and security systems (collectively “Building Systems”) as are
reasonably necessary for normal operations of the Building systems; and
(ii) upkeep, maintenance, and repairs to all Common Areas in the Building
so long as the need for any such repair is not the result of Tenant’s negligence
or willful conduct.

     

    B.      Tenant
covenants and agrees to permit Landlord at any reasonable time to enter the
Premises to examine and inspect the same, to show the Premises to prospective
purchasers, mortgagees or tenants, or, if Landlord so elects, to perform any
obligations of Tenant hereunder which Tenant shall fail to perform or to perform
such as cleaning, maintenance, janitorial services, repairs, additions, or
alterations as Landlord may deem necessary or proper for the safety,
improvement, or preservation of the Premises or of other portions of the
Building or as may be required by governmental authorities through any code,
rule, regulation, ordinance, and/or law.  However, Landlord shall not
show the Premises without first providing reasonable advance notice to Tenant
and permitting a Tenant representative to be present at such
showing.  Any such reentry shall not constitute an eviction or entitle
Tenant to abatement of rent.  Furthermore, Landlord shall at all times
have the right at Landlord’s election to make such alterations or changes in
other portions of the Building as Landlord may from time to time deem necessary
and desirable as long as such alterations and changes do not unreasonably
interfere with Tenant’s use and occupancy of the Premises.  Landlord
may use one or more of the street entrances to the Building and such public
areas thereof as may be necessary, in Landlord’s determination to complete such
alterations or changes.  Landlord shall comply with Tenant’s security
rules and regulations whenever it enters the Premises.

     

    
      	
              11.

            	
              ALTERATIONS AND
      REPAIRS BY TENANT

            


    

     

    A.      Except
as provided for in Exhibit C, Tenant
covenants and agrees not to make any alterations in or additions to the
Premises, including installation of any equipment or machinery that requires
modification of or additions to any existing electrical outlet or which would
increase Tenant’s usage of electricity beyond standard electrical usage, ie at
or below 7 watts per rentable square foot of the Premises, (all such alterations
collectively “Alterations”) without in each
such instance first obtaining the written consent of
Landlord.  Tenant, at its expense, shall pay all engineering and
design costs incurred by Landlord attributable to the Alterations and obtain all
necessary governmental permits and certificates required for any Alterations to
which Landlord has consented, and shall cause such Alterations to be completed
in compliance therewith and with all applicable laws and requirements of public
authorities and all applicable requirements of Landlord’s insurance
carriers.  All Alterations which Tenant is permitted to make shall be
performed in a good and workmanlike manner, using new materials and

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    



    equipment
at least equal in quality to the original installations in the
Premises.  All repair and maintenance work required to be performed by
Tenant pursuant to the provisions of Paragraph 11.B. below and any
Alterations permitted by Landlord pursuant to the provisions of this Paragraph
11.A, including, but not limited to, any installations desired by Tenant for
Tenant’s telecommunications or electrical connections, shall be done at Tenant’s
expense by Landlord’s employees or, with Landlord’s consent, by persons
requested by Tenant and authorized in writing by Landlord; provided, however, if
such work is performed by persons who are not employees of Landlord, Tenant
shall pay to Landlord, upon receipt of billing therefor, the greater of 5% of
any project cost or Landlord’s actual costs for supervision and control of such
persons as Landlord may determine to be necessary.  If Landlord
authorizes persons requested by Tenant to perform such work, prior to the
commencement of any such work, on request, Tenant shall deliver to Landlord
certificates issued by insurance companies qualified to do business in the State
of Colorado, evidencing that workmen’s compensation, public liability insurance,
and property damage insurance, all in the amounts, with companies and on forms
satisfactory to Landlord, are in force and effect and maintained by all
contractors and subcontractors engaged by Tenant to perform such
work.  All such policies shall name Landlord and any Mortgagee, (as
defined herein) as additional insureds.  Each such certificate shall
provide that the same may not be cancelled or modified without thirty (30) days’
prior written notice to Landlord and such Mortgagee.  Further,
Landlord and such Mortgagee shall have the right to post notices in the Premises
in locations which will be visible by parties performing any work on the
Premises stating that Landlord is not responsible for the payment for such work
and setting forth such other information as Landlord may deem
necessary.  Alterations, repair, and maintenance work shall be
performed in a manner which will not unreasonably interfere with, delay, or
impose any additional expense upon Landlord in the maintenance or operation of
the Building or upon other tenants’ use of their premises.

     

    B.      Tenant
shall keep the Premises in as good order, condition, and repair and in an
orderly state, as when they were entered upon, loss by fire or other casualty or
ordinary wear excepted.  Subject to Landlord’s obligation to make
repairs in the event of certain casualties, as set forth in Paragraph 18
below, Landlord shall have no obligation for the repair or replacement of any
portion of the interior of the Premises which is damaged or wears out during the
Term regardless of the cause therefore unless such damage is caused solely by
the gross negligence or willful misconduct of the Landlord or its agents,
including but not limited to, Building Systems, carpeting, draperies, window
coverings, wall coverings, painting or any of Tenant’s property or improvements
in the Premises.

     

    C.      All
Alterations and permanent fixtures installed in the Premises, including, by way
of illustration and not by limitation, all partitions, paneling, carpeting,
drapes or other window coverings, and light fixtures (but not including movable
office furniture not attached to the Building), shall be deemed a part of the
real estate and the property of Landlord and shall remain upon and be
surrendered with the Premises without molestation, disturbance, or injury at the
end of the Primary Lease Term, or any extension thereof.

     

    
      	
              12.

            	
              MECHANICS’
      LIENS

            


    

     

    Tenant
shall pay or cause to be paid all costs for work done by Tenant or caused to be
done by Tenant on the Premises of a character which will or may result in liens
on Landlord’s interest therein, and Tenant will keep the Premises free and clear
of all mechanics’ liens and other liens on account of work done for Tenant or
persons claiming under it.  Tenant shall indemnify, defend, and save
Landlord harmless of and from all liability, loss, damage, costs, or expenses,
including attorneys’ fees, on account of any claims of any nature whatsoever
including claims or liens of laborers or materialmen or others for work
performed for or materials or supplies furnished to Tenant or persons claiming
under Tenant.  Should Tenant receive any notice of intent to file a
lien, Tenant shall deliver a copy of such notice to Landlord and shall promptly
resolve the claim.  Should any liens be filed or recorded against the
Premises

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    or any
action affecting the title thereto be commenced as a result of such work or
supply of materials, Tenant shall cause such liens to be removed of record
within five (5) days after the filing or recording of such liens.  If
Tenant desires to contest any claim of lien, Tenant shall furnish to Landlord
adequate security of at least one hundred fifty percent (150%) of the amount of
the claim, plus estimated costs and interest, or, at Tenant’s option, file a
bond with the appropriate court and obtain a release of the lien pursuant to
Section 38-22-131, C.R.S.  If a final judgment establishing the
validity or existence of any lien for any amount is entered, Tenant shall pay
and satisfy the same at once.  If Tenant shall be in default in paying
any charge for which a mechanic’s lien or suit to foreclose the lien has been
recorded or filed and shall not have given Landlord security as aforesaid,
Landlord may (but without being required to do so) pay such lien or claim and
any costs, and the amount so paid, together with reasonable attorneys’ fees
incurred in connection therewith, shall be immediately due from Tenant to
Landlord.

     

    
      	
              13.

            	
              SUBLETTING AND
      ASSIGNMENT

            


    

     

    A.      Tenant
shall not assign this Lease or any interest therein, or sublet all or any part
of the Premises, or suffer or permit the Premises or any part thereof to be
occupied by others, by operation of law or otherwise, without the prior written
consent of Landlord in each instance, which consent, as to any subletting of
less than twenty-five percent (25%) of the Premises, will not be unreasonably
withheld provided that: (i) Tenant has complied with the provision of
subparagraph D below; (ii) the proposed subtenant or assignee is
engaged in a business and the Premises will be used in a manner which is in
keeping with the Landlord’s standards of the Building; (iii) the proposed
subtenant or assignee is a reputable party of reasonable financial worth in
light of the responsibilities involved and Tenant shall have provided Landlord
with reasonable proof thereof; and, (iv) Tenant is not in default of its
obligations under this Lease at the time it makes its request for such
consent.

     

    B.      If
this Lease or any interest herein is assigned, or if the Premises or any part
thereof be sublet or occupied by anybody other than Tenant, with or without the
consent of Landlord having first been obtained, Landlord may, after default by
Tenant, collect rent from the assignee, subtenant or occupant, and apply the net
amount collected to the Base Rent and other sums due hereunder, but no
collection shall be deemed a waiver of the provisions of this paragraph, or the
acceptance of the assignee, subtenant or occupants as the tenant hereof, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant contained in this Lease.  The consent by Landlord to an
assignment, subletting or occupancy arrangement shall not relieve Tenant from
primary liability hereunder or from the obligation to obtain the express consent
in writing of Landlord to any further assignment, subletting or occupancy
arrangement.  Landlord’s consent to any requested sublease or
assignment shall not waive Landlord’s right to refuse to consent to any other
such request.  If Tenant collects any rental or other amounts from a
subtenant or assignee in excess of the Base Rent and Tenant’s Pro Rata Share of
increases in Operating Expenses, Tenant shall pay the Landlord 50% of all such
excess amounts as and when received by Tenant.

     

    C.      Notwithstanding
anything contained hereinabove in this Paragraph 13 to the contrary, in the
event Tenant requests Landlord’s consent to sublet twenty-five percent (25%) or
more of the Premises or to assign twenty-five percent (25%) or more of its
interest in this Lease, Landlord shall have the right to: consent or refuse to
consent to such sublease or Assignment in its sole discretion.

     

    D.      Tenant
hereby agrees that in the event it desires to sublease all or any portion of the
Premises or assign this Lease to any party in whole or in part, (herein “Assignment”), Tenant shall
notify Landlord not less than ninety (90) days prior to the date Tenant desires
to sublease such portion of the Premises or assign this Lease (“Tenant’s
Notice”).  Tenant’s Notice shall set forth the description of
the portion of the Premises to be so sublet or assigned and the terms and
conditions on which Tenant desires to sublet the Premises or assign this
Lease.  Landlord shall have sixty (60) days following receipt of
Tenant’s

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    Notice
within which to exercise Landlord’s rights pursuant to subparagraph C above
and to notify Tenant of its election (“Landlord’s
Notice”).  If Landlord consents to the proposed subletting or
assignment, Tenant shall be free to sublet the portion of the Premises in
question or assign the applicable portion of its interest in this Lease to the
party identified in and on terms substantially identical to those described in
Tenant’s Notice, subject to Landlord’s consent as set forth in
subparagraph A above.  If Tenant is unable to sublet said portion
of the Premises or assign the applicable portion of its interest in this Lease
on such terms and conditions within one hundred twenty (120) days following its
Tenant’s Notice to Landlord, Tenant right to proceed with subletting or
assignment of the affected portion of the Premises shall terminate.

     

    E.      Tenant
covenants and agrees that Tenant shall not, and shall not allow any subtenant of
Tenant to, enter into any sublease; license, concession or other agreement of
use, occupancy or utilization of space in the Premises, which provides for a
rental or other payment for such use, occupancy or utilization based in whole or
in part on the income (other than gross income or gross receipts to be
determined in a manner satisfactory to counsel for Landlord) or profits of any
sublessee, licensee, concessionaire or other user or occupant, and further
agrees that a breach of this covenant and agreement shall be a material breach
of this Lease.  The provisions for any such rental in violation of
this paragraph shall be void at its inception and Tenant agrees that rent under
the offending lease, sublease, license, concession or agreement shall be
calculated at an amount equal to the fair rental value thereof.

     

    F.      A
sale by Tenant of all or substantially all of its assets or all or substantially
all of its stock if Tenant is a publicly traded corporation, a merger of Tenant
with another corporation, the transfer of fifty-one percent (51%) or more of the
stock in a corporate tenant whose stock is not publicly traded, or transfer of
twenty-five percent (25%) or more of the beneficial ownership interests in a
tenant which is a partnership shall constitute an assignment under this Lease
subject to Landlord’s consent.  Landlord shall not unreasonably
withhold its consent to any such transaction provided that the resulting Tenant
has financial capacity substantially equivalent to Tenant’s financial capacity
at such time.

     

    G.      All
documents utilized by Tenant to evidence any subletting or assignment to which
Landlord has consented shall be subject to prior approval by Landlord or its
counsel.  Tenant shall pay on demand the $1,000.00 toward Landlord’s
costs and expenses, including reasonable attorneys’ fees in determining whether
or not to consent to any requested sublease or Assignment and in reviewing and
approving such documentation.

     

    H.      Regardless
of any Landlord consent, except as expressly agreed in writing by the Landlord,
no subletting or assignment shall release Tenant of Tenant’s obligations to pay
Base Rent, Additional Rent or perform any of Tenant’s obligations under this
Lease.  Landlord’s acceptance of rent payments from any person or
entity other than Tenant shall not be deemed a waiver by Landlord of any of its
rights under this Lease.

     

    
      	
              14.

            	
              DAMAGE TO PROPERTY AND
      INDEMNITY BY TENANT

            


    

     

    A.      Except
for injury or damage caused by the gross negligence or willful misconduct of
Landlord, its employees, agents or contractors, Tenant shall neither hold nor
attempt to hold Landlord liable for any injury or damage, either proximate or
remote, occurring through or caused by fire, water, steam, or any repairs,
alterations,  injury, accident, or any other cause to the Premises, to
any furniture, fixtures, Tenant improvements, or other personal property of
Tenant kept or stored in the Premises, or in other parts of the Building not
herein demised, whether by reason of the negligence or default of the owners or
occupants thereof or any other person or otherwise.  Except as
specifically stated above, the keeping or storing of all property of Tenant in
the Building and/or Premises shall be at the sole risk of Tenant.

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    B.      Except
for injury or damage caused in whole or in part by the gross negligence or
willful conduct of the Landlord, its employees, agents or contractors, and
subject to Paragraph 15.E below, Tenant shall indemnify, defend, and save
Landlord harmless of and from all liability, loss, damages, costs, or expenses,
including attorneys’ fees, on account of injuries to the person or property of
Landlord or of any other tenant in the Building or to any other person present
in the Building for any purpose whatsoever, where the injuries are caused by the
negligence or misconduct of the Tenant, Tenant’s agents, servants, or employees
or of any other person entering upon the Premises under express or implied
invitation of Tenant or where such injuries are the result of the violation of
the provisions of this Lease by any of such persons.

     

    
      	
              15.

            	
              INSURANCE AND WAIVER
      OF SUBROGATION

            


    

     

    A.      Landlord
shall maintain “all risk” or “multi-peril” casualty insurance on the shell and
core of the Building and the Premises (including non-moveable Tenant
Improvements completed pursuant to Exhibit C), in such
amounts, from such companies, and on such terms and conditions, including loss
of rental insurance for a period of twelve (12) months, as Landlord deems
appropriate, from time to time.  Tenant understands that Landlord will
not carry insurance of any kind on Tenant’s furniture and furnishings or on any
fixture or equipment removable by Tenant under the provisions of this Lease or
any other improvements installed in the Premises by or for Tenant other than
Building Standard and non-moveable Tenant Improvements completed pursuant to
Exhibit C, and
that Landlord shall not be obligated to repair any damage thereto or replace the
same.

     

    B.      Tenant
shall obtain and maintain throughout the Term of this Lease “all risk” or
“multi-peril” form insurance on and for the full cost of replacement of all of
Tenant’s property and betterments in the Premises, including, without
limitation, all furniture, fixtures, personal property and all non-moveable
Tenant Improvements.

     

    C.      In
addition to the above, Tenant shall obtain and maintain throughout the Term of
this Lease a commercial general liability policy, including protection against
death, personal injury and property damage, issued by an insurance company
qualified to do business in the State of Colorado, with a single limit of not
less than Two Million Dollars ($2,000,000.00).

     

    D.      All
policies of insurance required to be carried by Tenant hereunder shall name
Landlord and the Mortgagee as an additional insureds.  Each such
policy shall provide that the same may not be cancelled or modified without at
least thirty (30) days prior written notice to Landlord and any
Mortgagee.  Landlord and Tenant shall deliver to each other from time
to time certificates evidencing that the insurance required by this Article 15
is in force and effect.  Except as provided in Paragraph 15.E, the
limits of said insurance shall not, under any circumstances, limit the liability
of Landlord or Tenant hereunder.

     

    E.      Notwithstanding
anything to the contrary contained herein Landlord and Tenant hereby mutually
waive and release their respective rights of recovery against each other their
officers, directors, agents and employees (but not against other third parties)
for (i) any loss on its property actually insured under the policies
required by this Lease to be carried; and (ii) all loss, cost, damage or
expense arising out of or due to any interruption of business (regardless of the
cause therefor), increased or additional costs of operation of business or other
costs or expenses whether similar or dissimilar which are capable of being
insured against under business interruption insurance whether or not
carried.  Each party shall apply to their insurers to obtain said
waivers and obtain any special endorsements, if required by their insurer to
evidence compliance with the aforementioned waiver, and shall bear the cost
therefor.

     

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    16.      SURRENDER AND
NOTICE

     

    Upon the
expiration or other termination of the Term of this Lease, Tenant shall promptly
quit and surrender to Landlord the Premises broom clean, in good order and
condition, ordinary wear and tear and loss by fire or other casualty excepted
unless due to the negligence of Tenant, and Tenant shall remove all of its
movable furniture and other effects.  In the event Tenant fails to
vacate the Premises on a timely basis as required, Tenant shall be responsible
to Landlord for all costs incurred by Landlord as a result of such failure,
including, but not limited to, any amounts required to be paid to third parties
who were to have occupied the Premises.  All movable furniture, other
effects and Alterations, not so removed shall conclusively be deemed to have
been abandoned and may be appropriated, sold, stored, destroyed or otherwise
disposed of by Landlord without notice to Tenant or any other person and without
obligation to account therefor; and Tenant shall pay Landlord all expenses
incurred in connection with such property, including, but not limited to, the
cost of repairing any damage to the Building, or Premises caused by removal of
such property.  Tenant’s obligation hereunder shall survive the
expiration or other termination of this Lease.

     

    
      	
              17.

            	
              ACCEPTANCE OF PREMISES
      BY TENANT

            


    

     

    Tenant’s taking possession of the
Premises shall be conclusive evidence as against Tenant that Tenant has fully
inspected the Premises, that they are in the condition agreed upon between
Landlord and Tenant, and Tenant’s acknowledgement of satisfactory completion of
any fix-up or remodeling, as the case may be, which Landlord has agreed in
writing to perform including
reversing the rotation of the return air fans, and installing VFDs on the return
motors and supply fans as necessary to balance air supply and
return.  By taking occupancy of the Premises, Tenant agrees to
accept the Premises in their condition at the time of such occupancy “as is,”
“where is” and “with all faults.”

     

    
      	
              18.

            	
              CASUALTY AND
      RESTORATION OF PREMISES

            


    

     

    A.      If
the Premises or the Building shall be so damaged by fire or other casualty as to
render the Premises wholly untenantable and if such damage shall be so great
that an architect, in good standing, selected by Landlord shall certify in
writing to Landlord and Tenant within sixty (60) days of said casualty that the
Premises, with the exercise of reasonable diligence, cannot be made fit for
occupancy within two hundred seventy (270) working days from the happening
thereof, then this Lease shall  terminate from the date of the
occurrence of such damage.  Tenant shall thereupon surrender to
Landlord the Premises and all interest it has under this Lease and Landlord may
re-enter and take possession of the Premises and, if necessary, remove the
Tenant from the Premises.  Tenant shall pay Base Rent and Additional
Rent, duly apportioned, up to the time of such Lease termination.  If,
however, the damage shall be such that the architect shall certify within said
sixty (60) day period that the Premises can be made tenantable within two
hundred seventy (270) day period, then, except as hereinafter
provided.  Landlord shall repair the damage so done with all
reasonable speed.

     

    B.      If
the Premises shall be slightly damaged by fire or other casualty, but not so as
to render the same wholly untenantable or to require a repair period in excess
of two hundred seventy (270) days, then Landlord, after receiving notice in
writing of the occurrence of the casualty, shall, except as hereafter provided,
cause the same to be repaired with reasonable promptness.  If the
estimated repair period as established in accordance with the provisions of
subparagraph A above exceeds two hundred seventy (270) days, then the
provisions of subparagraph A shall control notwithstanding the fact that
the Premises are not wholly untenantable.

     

    C.      In
case the Building shall be so damaged, whether by fire or otherwise (though the
Premises may not be affected, or if affected, can be repaired within said two
hundred seventy (270) days), that,

     

    


    
      
        
           


        

        
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    within
sixty (60) days after the happening of such damage, Landlord shall decide not to
reconstruct or rebuild the Building, then, notwithstanding anything contained
herein to the contrary, upon notice in writing to that effect given by Landlord
to Tenant within said sixty (60) days, Tenant shall pay the Base Rent and
Additional Rent, properly apportioned up to the date of the damage, this Lease
shall terminate from the date of delivery of said written notice, and both
parties hereto shall be freed and discharged of all further obligations
hereunder.

     

    D.      Provided
that the casualty is not the fault of Tenant, Tenant’s agents, servants, or
employees, Tenant’s rent shall abate during any such period of repair and
restoration, in the same proportion that the part of the Premises rendered
untenantable bears to the whole.

     

    
      	
              19.

            	
              CONDEMNATION

            


    

     

    If the
entire Premises or substantially all of the Premises or any portion of the
Building which shall render the Premises untenantable shall be taken by right of
eminent domain or by condemnation or shall be conveyed in lieu of any such
taking, then this Lease, at the option of either Landlord or Tenant exercised by
either party giving notice to the other of such termination within thirty (30)
days after such taking or conveyance, shall forthwith cease and terminate and
the rent shall be duly apportioned as of the date of such taking or
conveyance.  Tenant thereupon shall surrender the Premises and all
interest therein under this Lease to Landlord and Landlord may reenter and take
possession of the Premises or remove Tenant therefrom.  In the event
less than all of the Premises shall be taken by such proceeding, Landlord shall
promptly repair the Premises as nearly as possible to its condition immediately
prior to the taking, unless Landlord elects not to reconstruct or rebuild as
described in subparagraph C of Paragraph 18 above.  In the
event of any such taking or conveyance, Landlord shall receive the entire award
or consideration for the portion of the Building so taken.  Tenant
also shall have the right to file a petition in the proceeding for its own
award, which petition shall not duplicate or diminish Landlord’s
claims.

     

    
      	
              20.

            	
              DEFAULT BY
      TENANT

            


    

     

    A.      Events of
Default.  Each one of the following events is herein referred
to as an “Event of
Default”:

     

    (1)           Any
failure by Tenant to pay when due the rent or any other monetary sums required
to be paid hereunder within seven (7) calendar days after Landlord provides
written notice to Tenant of non-payment, provided however that Landlord shall
not be required to provide more than one such notice in any Lease
Year.  After Landlord has provided one such notice in any Lease
Year,  Tenant shall be in default if it does not pay the rent or any
other monetary sums required to be paid hereunder within seven (7) calendar days
after date such sums are due for the balance of such Lease Year.

     

    (2)           Tenant
shall abandon the Premises.  Tenant shall be deemed to have vacated
the Premises if Tenant has not used the Premises for the Permitted Use under
this Lease for a period of ten (10) consecutive business days.

     

    (3)           This
Lease or the estate of Tenant hereunder shall be transferred to or shall pass to
or devolve upon any other person or party except in the manner set forth in
Paragraph 13.

     

    (4)           This
Lease or the Premises or any part thereof shall be taken upon execution or by
other process of law directed against Tenant or shall be taken upon or subject
to any attachment at the instance of any creditor of or claimant against Tenant
and said attachment shall not be discharged or disposed of within fifteen (15)
days after the levy thereof.

     

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    (5)           The
filing of any petition or the commencement of any case or proceeding by the
Tenant under any provision or chapter of the Federal Bankruptcy Act, the Federal
Bankruptcy Code, or any other federal or state law relating to insolvency,
bankruptcy, or reorganization or the adjudication that the Tenant is insolvent
or bankrupt or the entry of an order for relief under the Federal Bankruptcy
Code with respect to Tenant.

     

    (6)           The
filing of any petition or the commencement of any case or proceeding described
in subparagraph (5) above against the Tenant, unless such petition and all
proceedings initiated thereby are dismissed within sixty (60) days from the date
of such filing; the filing of an answer by Tenant admitting the allegations of
any such petition; the appointment of or taking possession by a custodian,
trustee or receiver for all or any assets of the Tenant, unless such appointment
is vacated or dismissed within sixty (60) days from the date of such
appointment.

     

    (7)           The
insolvency of the Tenant or the execution by the Tenant of an assignment for the
benefit of creditors; the convening by Tenant of a meeting of its creditors, or
any class thereof, for purposes of effecting a moratorium upon or extension or
composition of its debts; or the failure of the Tenant generally to pay its
debts as they mature.

     

    (8)           The
admission in writing by Tenant or any partner of Tenant if Tenant is a
partnership that he is unable to pay his debts as they mature or he is generally
not paying his debts as they mature.

     

    (9)           Tenant
shall fail to accept possession of the Premises or Landlord receives notice or
has knowledge that Tenant does not intend to take possession of the Premises on
or before the Rent Commencement Date.

     

    (10)           Tenant
shall fail to perform any of the other agreements, terms, covenants, or
conditions hereof on Tenant’s part to be performed and such non-performance
shall continue for a period of ten (10) days after written notice thereof by
Landlord to Tenant or, if such performance cannot be reasonably had within such
ten (10) day period, Tenant shall not in good faith have commenced such
performance within such ten (10) day period and shall not diligently proceed
therewith to completion no later than sixty (60) days from the above-written
notice.

     

    (11)           Tenant,
if a corporation or partnership, shall dissolve, liquidate or cease to
exist.

     

    B.      Remedies of
Landlord.  If any one or more Event of Default shall happen,
then Landlord shall have the right at Landlord’s election, then or at any time
thereafter, either:

     

    (1)           (1)           Without
demand or notice, to reenter and take possession of the Premises or any part
thereof and repossess the same as of Landlord’s former estate and expel Tenant
and those claiming through or under Tenant and remove the effects of both or
either, without being deemed guilty of any manner of trespass and without
prejudice to any remedies for arrears of rent or preceding breach of covenants
or conditions.  Should Landlord elect to reenter, as provided in this
subparagraph (1), or should Landlord take possession pursuant to legal
proceedings or pursuant to any notice provided for by law, Landlord may, from
time to time, without terminating this Lease, relet the Premises or any part
thereof, either alone or in conjunction with other portions of the Building of
which the Premises are a part, in Landlord’s or Tenant’s name but for the
account of Tenant, for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the Term of this
Lease) and on such conditions and upon such other terms (which may include
concessions of free rent and alteration and repair of the Premises) as Landlord,
in its absolute discretion, may determine and Landlord may collect

     

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    



    and
receive the rents therefor.  Landlord shall in no way be responsible
or liable for any failure to relet the Premises, or any part thereof, or for any
failure to collect any rent due upon such reletting.  No such reentry
or taking possession of the Premises by Landlord shall be construed as an
election on Landlord’s part to terminate this Lease unless a written notice of
such intention is given to Tenant.  No notice from Landlord hereunder
or under a forcible entry and detainer statute or similar law shall constitute
an election by Landlord to terminate this Lease unless such notice specifically
so states.  Landlord reserves the right following any such reentry
and/or reletting to exercise its right to terminate this Lease by giving Tenant
such written notice, in which event the Lease will terminate as specified in
said notice.

     

    (b)           If
Landlord elects to take possession of the Premises as provided in this
subparagraph (1) without terminating the Lease, Tenant shall pay to
Landlord (i) the rent and other sums as herein provided, which would be
payable hereunder if such repossession had not occurred, less (ii) the net
proceeds, if any, of any reletting of the Premises after deducting all of
Landlord’s expenses incurred in connection with such reletting, including, but
without limitation, all repossession costs, brokerage commissions, legal
expenses, attorneys’ fees, expenses of employees, alteration, remodeling, and
repair costs and expenses of preparation for such reletting.  If, in
connection with any reletting, the new lease term extends beyond the existing
Term or the premises covered thereby include other premises not part of the
Premises, a fair apportionment of the rent received from such reletting and the
expenses incurred in connection therewith, as provided aforesaid, will be made
in determining the net proceeds received from such reletting.  In
addition, in determining the net proceeds from such reletting, any rent
concessions will be apportioned over the term of the new
lease.  Tenant shall pay such amounts to Landlord monthly on the days
on which the rent and all other amounts owing hereunder would have been payable
if possession had not been retaken and Landlord shall be entitled to receive the
same from Tenant on each such day; or

     

    (2)           To
give Tenant written notice of intention to terminate this Lease on the date of
such given notice or on any later date specified therein and, on the date
specified in such notice, Tenant’s right to possession of the Premises shall
cease and the Lease shall thereupon be terminated, except as to Tenant’s
liability hereunder as hereinafter provided, as if the expiration of the term
fixed in such notice were the end of the Term herein originally
demised.  In the event this Lease is terminated pursuant to the
provisions of this subparagraph (2), Tenant shall remain liable to Landlord
for damages in an amount equal to the rent and other sums which would have been
owing by Tenant hereunder for the balance of the Term had this Lease not been
terminated less the net proceeds, if any, of any reletting of the Premises by
Landlord subsequent to such termination, after deducting all Landlord’s expenses
in connection with such reletting, including, but without limitation, the
expenses enumerated above.  In such event, Landlord shall use
commercially reasonable efforts to re-let the Premises as required by
law.  Landlord shall be entitled to collect such damages from Tenant
monthly on the days on which the rent and other amounts would have been payable
hereunder if this Lease had not been terminated and Landlord shall be entitled
to receive the same from Tenant on each such day.  Alternatively, at
the option of Landlord, in the event this Lease is terminated, Landlord shall be
entitled to recover forthwith against Tenant as damages for loss of the bargain
and not as a penalty an amount equal to the worth at the time of termination of
the excess, if any, of the amount of rent reserved in this Lease for the balance
of the Term hereof over the then Reasonable Rental Value of the Premises for the
same period plus all amounts incurred by Landlord in order to obtain possession
of the Premises and relet the same, including attorneys’ fees, reletting
expenses, alterations and repair costs, brokerage commissions and all other like
amounts.  It is agreed that the “Reasonable Rental Value” shall
be the amount of rental which Landlord can obtain as rent for the remaining
balance of the Term.

     

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    C.           Cumulative
Remedies.  Suit or suits for the recovery of the rents and
other amounts and damages set forth hereinabove may be brought by Landlord, from
time to time, at Landlord’s election, and nothing herein shall be deemed to
require Landlord to await the date whereon this Lease or the Term hereof would
have expired had there been no such default by Tenant or no such termination, as
the case may be.  Each right and remedy provided for in this Lease
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease or now or hereafter existing at law or in equity or
by statute or otherwise, including, but not limited to, suits for injunctive
relief and specific performance.  The exercise or beginning of the
exercise by Landlord of any one or more of the rights or remedies provided for
in this Lease or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by Landlord of
any or all other rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or
otherwise.  All such rights and remedies shall be considered
cumulative and non-exclusive.  All costs incurred by Landlord in
connection with collecting any rent or other amounts and damages owing by Tenant
pursuant to the provisions of this Lease, or to enforce any provision of this
Lease, shall also be recoverable by Landlord from Tenant.  Further, if
an action is brought pursuant to the terms and provisions of the Lease, the
prevailing party in such action shall be entitled to recover from the other
party any and all reasonable attorneys’ fees incurred by such prevailing party
in connection with such action.

     

    D.      No Waiver.  No
failure by Landlord to insist upon the strict performance of any agreement,
term, covenant or condition hereof or to exercise any right or remedy consequent
upon a breach thereof and no acceptance of full or partial rent during the
continuance of any such breach shall constitute a waiver of any such breach or
of such agreement, term, covenant, or condition.  No agreement, term,
covenant, or condition hereof to be performed or complied with by Tenant and no
breach thereof shall be waived, altered, or modified, except by written
instrument executed by Landlord.  No waiver of any breach shall affect
or alter this Lease but each and every agreement, term, covenant, and condition
hereof shall continue in full force and effect with respect to any other then
existing or subsequent breach thereof.  Notwithstanding any
termination of this Lease, the same shall continue in force and effect as to any
provisions which require observance or performance by Landlord or Tenant
subsequent to such termination.

     

    E.      Bankruptcy.  Nothing
contained in this Paragraph 20 shall limit or prejudice the right of
Landlord to prove and obtain as liquidated damages in any bankruptcy,
insolvency, receivership, reorganization, or dissolution proceeding an amount
equal to the maximum allowed by any statute or rule of law governing such a
proceeding and in effect at the time when such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amounts recoverable,
either as damages or rent, referred to in any of the preceding provisions of
this paragraph.  Notwithstanding anything contained in this paragraph
to the contrary, any such proceeding or action involving bankruptcy, insolvency,
reorganization, arrangement, assignment for the benefit of creditors, or
appointment of a receiver or trustee, as set forth above, shall be considered to
be an Event of Default only when such proceeding, action, or remedy shall be
taken or brought by or against the then holder of the leasehold estate under
this Lease.  Landlord and Tenant understand that notwithstanding
certain provisions to the contrary contained herein, a trustee or debtor in
possession under the Bankruptcy Code of the United States may have certain
rights to assume or assign this Lease.  Landlord and Tenant further
understand that in any event Landlord is entitled under the Bankruptcy Code to
Adequate Assurance of future performance of the terms and provisions of this
Lease.  For purposes of any such assumption or assignment, the parties
hereto agree that the term “Adequate Assurance” shall
include at least the following:

     

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    (1)      In
order to assure Landlord that the proposed assignee will have the resources with
which to pay the rent called for herein, any proposed assignee must have a net
worth (as defined in accordance with generally accepted accounting principles
consistently applied) at least as great as the net worth of Tenant on the date
this Lease became effective.  The financial condition and resources of
Tenant were a material inducement to Landlord in entering into this
Lease.

     

    (2)      Any
proposed assignee of this Lease must assume and agree to be personally bound by
the terms, provisions, and covenants of this Lease.

     

    F.      Late Payment
Charge.  Any rents or other amounts owing hereunder which are
not paid within three (3) days after the date they are due shall thereafter bear
interest at the rate of eighteen percent (18%) per annum until
paid.  Further, in the event any rents or other amounts owing
hereunder are not paid within said five (5) days after the date they are due,
Landlord and Tenant agree that Landlord will incur additional administrative
expenses, the amount of which will be difficult if not impossible to
determine.  Accordingly, Tenant shall pay to Landlord an additional,
one-time late charge for each such late payment in the amount of ten percent
(10%) of such payment.  Any amounts paid by Landlord to cure any
defaults of Tenant hereunder, which Landlord shall have the right but not the
obligation to do, shall, if not repaid by Tenant within five (5) days of demand
by Landlord, thereafter bear interest at the rate of eighteen percent (18%) per
annum until paid.

     

    G.      Inducement
Recapture.  Landlord provides Base Rent concessions (“Inducements”) on the express
condition that Tenant shall perform all of its obligations under this
Lease.  Upon the occurrence of any Event of Default by Tenant under
this Lease, all Inducements shall be deemed revoked, and Tenant shall be
responsible to pay the full amount of such Inducements to Landlord in addition
to any and all other amounts Tenant owes under this Lease.

     

    H.      Waiver of Jury
Trial.  Tenant hereby waives (to the extent allowed by Law) any
and all rights to a trial by jury in suit or suits brought to enforce any
provisions of this Lease or arising out of or concerning the provisions of this
Lease.

     

    
      	
              21.

            	
              SUBORDINATION AND
      ATTORNMENT

            


    

     

    A.      On
the conditions that (i) no Event of Default exists, or with the passage of time
would exist, at the time a mortgage of deed of trust exists encumbering the
Building or any part thereof, and (ii) Tenant’s rights to occupy the Premises
under this Lease are not disturbed, this Lease, at Landlord’s option, shall be
subordinate to any mortgage or deed of trust (now or hereafter placed upon the
Building, or any portion thereof), including any amendment, modification, or
restatement of any of such documents, and to any and all advances made under any
mortgage or deed of trust and to all renewals, modifications, consolidations,
replacements, and extensions thereof.  Tenant agrees that with respect
to any of the foregoing documents, no documentation, other than this Lease,
shall be required to evidence such subordination.

     

    B.      If
any holder of a mortgage or deed of trust shall elect to have this Lease
superior to the lien of the holder’s mortgage or deed of trust and shall give
written notice thereof to Tenant, this Lease shall be deemed prior to such
mortgage or deed of trust, whether this Lease is dated prior or subsequent to
the date of said mortgage or deed of trust or the date of recording
thereof.

     

    C.      In
confirmation of such subordination or superior position, as the case may be,
Tenant agrees to execute such documents as may be required by Landlord or its
Mortgagee to evidence the subordination of its interest herein to any of the
documents described above, or to evidence that this Lease is prior to the lien
of any mortgage or deed of trust, as the case may be, and failing to do so
within ten

     

    


    
      
        
           


        

        
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    (10) days
after written demand, Tenant does hereby make, constitute, and irrevocably
appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place, and
stead, to do so.

     

    D.      Tenant
hereby agrees to attorn to all successor owners of the Building, whether or not
such ownership is acquired as a result of a sale, through foreclosure of a deed
of trust or mortgage, or otherwise and agrees to confirm such attornment in
writing.

     

    
      	
              22.

            	
              HOLDING OVER: TENANCY
      MONTH-TO-MONTH

            


    

     

    If, after
the expiration of this Lease, Tenant shall remain in possession of the Premises
and continue to pay rent, and Landlord shall accept such rent, without any
express written agreement as to such holding over, then such holding over shall
be deemed and taken to be a holding upon a tenancy from month-to-month, subject
to all the ms and conditions hereof on the part of Tenant to be observed and
performed and at a monthly rent equivalent one hundred twenty-five percent
(125%) of the monthly installments paid by Tenant immediately prior to such
expiration or the Current Market Rental Rate, as defined below, for the
Premises, whichever is greater.  All such rent shall be payable in
advance the same day of each calendar month.  Such month-to-month
tenancy may be terminated by either party upon ten (10) days’ notice prior to
the end of any such monthly period.  Nothing contained herein shall be
construed as obligating Landlord to accept any rental tendered by Tenant after
the expiration of the Term hereof or as relieving Tenant of its liability
pursuant to Paragraph 16.

     

    
      	
              23.

            	
              PAYMENTS AFTER
      TERMINATION

            


    

     

    No
payments of money by Tenant to Landlord after the termination of this Lease, in
any manner, or after giving of any notice (other than a demand for payment of
money) by Landlord to Tenant shall reinstate, continue, or extend the Term of
this Lease or affect any notice given to Tenant prior to the payment of such
money, it being agreed that after the service of notice or the commencement of a
suit or other final judgment granting Landlord possession of the Premises,
Landlord may receive and collect any sums of rent due or any other sums of money
due under the terms of this Lease or otherwise exercise Landlord’s rights and
remedies hereunder and the payment of such sums of money, whether as rent or
otherwise, shall not waive said notice or in any manner affect any pending suit
or judgment theretofore obtained.

     

    
      	
              24.

            	
              STATEMENT OF
      PERFORMANCE

            


    

     

    Tenant
agrees at any time and from time to time, upon not less than ten (10) days’
prior written request by Landlord, to execute, acknowledge, and deliver to
Landlord a statement in writing certifying that this Lease is unmodified and in
full force and effect (or, if there have been modifications, that the same is in
full force and effect as modified and stating the modifications), that there
have been no defaults thereunder by Landlord or Tenant (or, if there have been
defaults, setting forth the nature thereof), the date to which the rent and
other charges have been paid in advance, if any, and such other information as
Landlord may request.  It is intended that any such statement
delivered pursuant to this paragraph may be relied upon by any prospective
purchaser of all or any portion of Landlord’s interest herein or a holder of any
mortgage or deed of trust encumbering the Building.  Tenant’s failure
to deliver such statement within such time shall be conclusive upon Tenant that:
(i) this Lease is in full force and effect, without modification except as
may be represented by Landlord; (ii) there are no uncured defaults in
Landlord’s performance; and (iii) not more that one (1) month’s rent has
been paid in advance.  Further, upon request, Tenant will supply to
Landlord a corporate or partnership resolution, as the case may be, certifying
that the party signing said statement of Tenant is properly authorized to do
so.

     

    


    
      
        
           


        

        
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    25.           MISCELLANEOUS

     

    A.      Definition of
Landlord.  The term “Landlord” as used in this Lease, so far as
covenants or obligations on the part of Landlord are concerned, shall be limited
to mean and include only the owner or owners of the Building at the time in
question and, in the event of any transfer or transfers of the title thereto,
Landlord herein named (and in the case of any subsequent transfers or
conveyances, the then grantor) shall be automatically released, from and after
the date of such transfer or conveyance, of all liability as respects the
performance of any covenants or obligations on the part of Landlord contained in
this Lease thereafter to be performed, provided that any funds in the hands of
Landlord or the then grantor at the time of such transfer in which Tenant has an
interest shall be turned over to the grantee and any amount then due and payable
to Tenant by Landlord or the then grantor under any provisions of this Lease
shall be paid to Tenant.

     

    B.      Merger.  The
termination or mutual cancellation of this Lease shall not work a merger, and
such termination or mutual cancellation shall, at the option of Landlord, either
terminate all subleases and subtenancies or operate as an assignment to Landlord
of any or all such subleases or subtenancies.

     

    C.      Entrances.  The
Tenant agrees that, for the purposes of completing or making repairs or
alterations in any portion of the Building, Landlord may use one or more of the
street entrances, the halls, passageways, and elevators of the
Building.

     

    D.      Independent
Covenants.  This Lease shall be construed as though the
covenants herein between Landlord and Tenant are independent and not dependent
and Tenant shall not be entitled to any setoff of the rent or other amounts
owing hereunder against Landlord if Landlord fails to perform its obligations
set forth herein; provided, however, the foregoing shall in no way impair the
right of Tenant to commence a separate action against Landlord for any violation
by Landlord of the provisions hereof so long as notice is first given to
Landlord and any holder of a mortgage or deed of trust covering the Building or
any portion thereof and an opportunity granted to Landlord and such holder to
correct such violation as provided in subparagraph I of this
Paragraph 25.

     

    E.      Severability.  If
any clause or provision of this Lease is illegal, invalid, or unenforceable
under present or future laws effective during the Term of this Lease, then and
in that event it is the intention of the parties hereto that the remainder of
this Lease shall not be affected thereby and it is also the intention of the
parties to this Lease and in lieu of each clause or provision of this Lease that
is illegal, invalid, or unenforceable there be added as a part of this Lease a
clause or provision as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid, and
enforceable.

     

    F.      Captions.  The
caption of each paragraph is added as a matter of convenience only and shall be
considered of no effect in the construction of any provision or provisions of
this Lease.

     

    G.      Force Majeur. Neither party
shall be liable for any breach of its obligations under this Lease, and all
applicable time periods and deadlines shall be extended accordingly, to the
extent such breach is caused by, strikes, lockouts, war, acts of terrorism,
riots, insurrection, civil commotion, fire, flood, storm, accident, or any act
of God.  But, in any case, the party claiming the benefit of this
provision shall use due diligence to remove any such causes and to resume
performance under this Lease as soon as is feasible.

     

    H.      Successors and
Assigns.  Except as herein specifically set forth, all terms,
conditions, and covenants to be observed and performed by the parties hereto
shall be applicable to and binding upon their respective heirs, administrators,
executors, and assigns.  The terms, conditions, and covenants hereof
shall also be considered to be covenants running with the land to the fullest
extent permitted by law.

     

    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    I.      Entire
Agreement.  This Lease constitutes the entire agreement between
the parties, and supersedes and replaces any and all prior and contemporaneous
communications, representations, agreements and undertakings of the
parties.  No modification of this Lease, including modifications
alleged to be based on the parties’ course of conduct, shall be binding unless
reduced to one or more written agreements executed by both the Landlord and the
Tenant.

     

    J.      Landlord
Default.  In the event of any alleged default on the part of
Landlord hereunder, Tenant shall give written notice to Landlord in the manner
herein set forth and shall afford Landlord a reasonable opportunity to cure any
such default.  Notice to Landlord of any such alleged default shall be
ineffective unless notice is simultaneously delivered to any holder of a
Mortgage and/or Trust Deed affecting all or any portion of the Building (“Mortgagees”), as hereafter
provided.  Tenant agrees to give all Mortgagees, by certified mail,
return receipt requested, a copy of any notice of default served upon Landlord,
provided that prior to such notice Tenant has been notified, in writing (by way
of notice of Assignment of Rents and Leases, or otherwise), of the address of
such Mortgagees.  Tenant further agrees that if Landlord shall have
failed to cure such default within the time provided for in this Lease, then the
Mortgagees shall have an additional thirty (30) days within which to cure such
default or, if such default cannot be cured within that time, then such
additional time as may be necessary, if, within such thirty (30) days, any
Mortgagee has commenced and is diligently pursuing the remedies necessary to
cure such default (including, but not limited to, commencement of foreclosure
proceedings, if necessary to effect such cure), in which event this Lease shall
not be terminated while such remedies are being so diligently
pursued.  In no event will Landlord or any Mortgagee be responsible
for any consequential damages incurred by Tenant as a result of any default,
including, but not limited to, lost profits or interruption of business as a
result of any alleged default by Landlord hereunder.  Furthermore,
Tenant’s remedy for a Landlord default, if any, shall be limited to Landlord’s
unencumbered equity in the Building, and a Landlord, its members, managers,
employees, agents and servants shall have no liability in excess of such
equity.

     

    K.      Tenant
Authorization.  Tenant and the party executing this Lease on
behalf of Tenant represent and warrant to Landlord that such party is authorized
to do so by requisite action of the board of directors or partners, as the case
may be, and agree, upon request, to deliver to Landlord a resolution or similar
document or opinion of counsel to that effect.

     

    L.      Landlord Authorization.  Landlord represents and
warrants Tenant that the party executing this Lease on behalf of Landlord is
authorized to do so.

     

    M.      Joint and Several
Liability.  If there are more than one entity or person which
or who are the Tenant under this Lease, the obligations imposed upon Tenant
under this Lease shall be joint and several.

     

    N.      Amendment or
Modification.  No act or thing done by Landlord or Landlord’s
agents during the Term hereof, including, but not limited to, any agreement to
accept surrender of the Premises or to amend or modify this Lease, shall be
deemed to be binding on Landlord, unless such act or thing shall be by a partner
or officer of Landlord, as the case may be, or a party designated in writing by
Landlord as so authorized to act.  The delivery of keys to Landlord,
or Landlord’s agents, employees, or officers shall not operate as a termination
of this Lease or a surrender of the Premises.  No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly rent and all other
amounts owing, as herein stipulated, shall be deemed to be other than on account
of the earliest stipulated rent or other amounts nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction and Landlord may accept such check or
payment without prejudice to Landlord’s right to recover the balance of such
rent or pursue any other remedy available to Landlord.

     

    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    O.      Building
Security.  Landlord may elect to provide a concierge or
security guard for more efficient operation of the Building, and the cost
therefor shall be included as an Operating Expense.  Landlord is not
obligated to provide such services at any time or for any length of
time.  Tenant expressly acknowledges that Landlord has not represented
to Tenant that the Building is a secure building or area and Landlord assumes no
duty to Tenant, its agents, employees, invitees or others because Landlord
provides such service.

     

    P.      Hazardous
Materials.  Except for hazardous materials customarily used for
normal office purposes, Tenant shall be prohibited from storing, handling,
and/or disposing of hazardous substances or environmental pollutants as those
terms are defined under federal, state, or local environmental statutes,
ordinances, of regulations in or about the Premises and Building In the event
Tenant violates this provision, Tenant shall indemnify and hold Landlord, its
officers, directors, agents or employees harmless from any and all claims,
liabilities, judgments, loss, cost, or damage including clean-up costs, fines,
penalties, and attorneys’ fees arising from the use, storage and/or disposal of
hazardous substances environmental pollutants in or about the Premises and/ or
Building.  Tenant’s liability for all loss, cost, or damage arising
from such use, storage, and/or disposal shall survive the expiration or early
termination of this Lease.  Landlord has no knowledge of, and will
indemnify and hold Tenant harmless from any and all claims, liabilities,
judgments, loss, cost, or damage including clean-up costs, fines, penalties, and
attorneys’ fees arising from the use, storage and/or disposal of hazardous
substances environmental pollutants in or about the Premises and/ or Building
prior to the Commencement Date.

     

    Q.      Air, Light or
View.  Tenant covenants and agrees that no diminution of light,
air, or view by any structure that may hereafter be erected (whether or not by
Landlord) shall entitle Tenant to any reduction of rent or other charges under
this Lease, result in any liability of Landlord to Tenant, or in any way affect
this Lease or Tenant’s obligations hereunder.

     

    R.      Limitation of
Liability.  Notwithstanding anything to the contrary contained
herein, Landlord’s liability under this Lease shall be limited to Landlord’s
interest in the Building.

     

    S.      No Representations by
Landlord.  Tenant acknowledges and agrees that it has not
relied upon any statements, representations, agreements, or warranties by
Landlord, its agents or` employees, except such as are expressed herein and that
no amendment or modification of this Lease shall be valid or binding unless
expressed in writing and executed by the parties hereto in the same manner as
the execution of this Lease.

     

    T.      Effectiveness.  Submission
of this instrument for examination or signature by Tenant does not constitute a
reservation of or an option for lease, and it is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant.

     

    U.      Governing Law.  This
Lease shall be governed by and interpreted in accordance with the laws of the
State of Colorado.  Venue for any proceeding to enforce or interpret
this Lease shall be proper in the courts located in Arapahoe County,
Colorado.

     

    V.      Signage.  Tenant
shall be entitled to place signage on the exterior of the Building and in the
elevator lobbies of the Building provided that (i) Tenant pays all costs of
the signage, (ii) the Landlord approves the nature, location, size and
configuration of the signage, and (iii) the signage complies with any and
all applicable laws, codes, ordinances, rules and
regulations.  Landlord has removed the exterior Building signage
previously used for “Lennar” and has approved the nature, location, size and
configuration of Tenant’s proposed signage, as depicted on Exhibit F, subject to
its meeting the requirements of Section 25(V)(iii).

     

    


    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    26.      AUTHORITIES FOR ACTION AND
NOTICE

     

    A.      Except
as herein otherwise provided, Landlord may act in any manner provided for herein
by and through Landlord’s Building Manager or any other person who shall from
time to time be designated in writing.

     

    B.      All
notices, demands, statements or communications required or permitted to be given
to under this Lease must be in writing addressed to the parties at their
addresses set forth in Sections 1(F) and 1(N) respectively. Either party may
change its address by giving written notice to the other in compliance with this
section.  Notices and other communications will be considered as
having been given as follows:

     

    (1)      Upon
delivery, if delivered by personal delivery.

     

    (2)      On
the same day sent, if faxed or emailed before 5:00 p.m. local time of the
recipient on a business day.

     

    (3)      On
the next business day, if faxed or emailed after 5:00 p.m. local time of the
recipient on a business day or on a non-business day.

     

    (4)      One
business day after being deposited with a courtier, if sent by a nationally
recognized overnight courier.

     

    (5)      Five
days after being mailed, if sent by registered or certified mail, with a copy by
first class mail, postage prepaid.

     

    The
foregoing shall in no event prohibit notice from being given as provided in
Rule 4 of Colorado Rules of Civil Procedure as they may be amended from
time to time.

     

    
      	
              27.

            	
              BROKERAGE

            


    

     

    Tenant
hereby represents and warrants that Tenant has no knowledge of any broker being
instrumental in bringing about this Lease transaction except Landlord’s listing
broker, William R. McKinney (“McKinney”) and Tenant’s brokers, Bruce Johnson and
Brendan Fisher of CresaPartners (“Cresa”).  Tenant shall indemnify
Landlord by Landlord as a result of any claim for brokerage or other commissions
made by any other broker, finder, or agent, whether or not meritorious, employed
by Tenant or claiming by, through, or under Tenant.  Tenant
acknowledges that Landlord shall not be liable for any representations by such
brokers regarding the Premises, the Building or this lease
transaction.  In the event that Landlord fails to pay brokerage fees
due to Cresa within thirty (30) days after they are due, Tenant will pay such
fees out of its own funds,  and Tenant  will set off such
amount or amounts against its obligations for Base Rent under this Lease
provided however in such event Tenant shall only be obligated to pay the
applicable fee in installments equal to the amount of the Base Rent which is set
off.  The parties acknowledge and approve the following commission
sharing arrangement between McKinney and Cresa:  seven percent (7%)
commission for the first sixty (60) months of the Primary Lease Term and 3.5%
commission thereafter, each divided equally between McKinney and
Cresa.  Landlord shall pay the allocable commissions directly to
McKinney and Cresa as the case may be, 50% payable upon mutual execution of the
Lease and 50% payable upon the Rent Commencement Date.

     

    By the
signatures below the Landlord and Broker agree to the provisions of Section 27
and the Section is enforceable by Broker

     

    


    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

    


    


     

    Agreed
and Accepted, this 12th Day of
November, 2009:

     

    
      	
              TENANT’S
      BROKER:

            	
              LANDLORD:

            
	
              CRESA
      Partners – Denver, Inc. a Colorado corporation

               

              By:     /s/ Thomas
      Sandgaard

               

              Title:   President                                                             

            	
              Spiral
      Lone Tree, LLC, a Colorado limited liability company

               

              By:  Spiral
      Colorado, LLC

              Its:  Manager

               

              By:  Spiral
      Colorado, Inc.

              Its:  Manager

               

               

              By:                                                                    

              Reginald
      D. Fowler, President

            


    

    


     

    
      	
              28.

            	
              TENANT’S EARLY
      TERMINATION OPTION

            


    

     

    Tenant
shall have the option to terminate this Lease and vacate the Premises at any
time during and after month 42 of the Lease Term.  To exercise this
early termination option, Tenant shall provide written notice to Landlord of its
intention to terminate this Lease no later than six (6) months prior to the date
on which it wishes to terminate the Lease (the “Early Termination Notice”), and,
simultaneously with the Early Termination Notice, Tenant shall pay to the
Landlord the Early Termination Fee specified on Exhibit G. Tenant’s
exercise of its early termination option and its payment of the Early
Termination Fee shall not excuse Tenant from compliance with all other terms and
conditions of this Lease from and after the date of the Early Termination
Notice.

     

    
      	
              29.

            	
              RENEWAL
      OPTION

            


    

     

    A.      Renewal
Option.  Subject to the terms and provisions of this Paragraph
29, and on the condition that Tenant has not exercised its early termination
option described in Paragraph 28, Tenant, at
its option, may extend the Term of this Lease for one (1) five (5)
year period at the end of the Primary Lease Term (the “Renewal Term”).  To
exercise each such option, Tenant must deliver written notice of the exercise
thereof (a “Renewal
Notice”) to Landlord no later than one hundred fifty (150)
days  prior to the expiration of  the Primary Lease
Term.  The date on which Tenant delivers its Renewal Notice for the
Renewal Term shall be referred to hereinafter as a “Renewal Notice
Date.”  During the Renewal Term, all of the terms and
provisions of this Lease shall apply, except that (a) after the Renewal
Term there shall be no further right of renewal; (b) the Base Rent payable
during each month of each Renewal Term shall be one-twelfth of the amount
obtained by multiplying the number of square feet of rentable area of the
Premises by the “Market Rental Rate” (as defined in Paragraph 28.B below) as of the
applicable Renewal Notice Date; and (c) the Base Operating Expenses
applicable during each Renewal Term shall be equal to the actual Operating
Expenses for the Building for the calendar year in which such Renewal Term
commences.

     

    


    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

    


    B.      Market Rental
Rate.  As used herein, “Market Rental Rate” shall mean a rental
rate per square foot of rentable area per year equal to the prevailing rental
rate then being obtained (or that could then be obtained) by Landlord and by
other landlords of buildings comparable to the Building in the Centennial,
Colorado area under leases of comparable space within the Building or such
comparable buildings or, if there are no comparable buildings, in comparable
space in other facilities, for terms comparable to the Renewal
Term.  Landlord and Tenant shall, for a period of thirty (30)
days from and after the Renewal Notice Date, meet with each other and negotiate
in good faith to agree upon the then-current Market Rental Rate (using the
criteria set forth above) acceptable to both parties.  If the parties
are unable to agree upon the Market Rental Rate during such thirty (30) day
period, then the Tenant shall be deemed to rescind its Renewal Notice as of
thirty (40) days after the Renewal Notice Date, this Lease shall terminate on
its Expiration Date and Tenant shall have no further rights to
renew.

     

    C.      Limitations on Tenant’s
Rights.  Tenant shall have no right to extend the Term and a
Renewal Notice shall be ineffective if an Event of Default exists at the time a
Renewal Notice is given or at the commencement of the applicable Renewal
Term.  Any termination of this Lease terminates all rights under this
Paragraph 29.  Any assignment of this Lease or subletting by
Tenant of the Premises terminates the option to extend the Term set forth in
this Paragraph 29 unless Landlord consents to the contrary in writing at
the time of such subletting or assignment.

     

    
      	
              30.

            	
              TIME OF
      ESSENCE

            


    

     

    Time is
of the essence herein and, unless waived by Landlord (which it shall have the
right, but not the obligation, to so do), this Lease is contingent upon
execution and delivery by Tenant to Landlord no later than 5:00 p.m. (Denver
time) November 12, 2009.

     

    
      	
              31.

            	
              EXHIBITS

            


    

     

    All
exhibits attached hereto are made a part hereof and incorporated herein by
reference.

     

    


     

    [THE
REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

     

    [SIGNATURE
PAGE FOLLOWS]

     

    


    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

    


    [Signature
Page for Premises Lease Re: 9990 Park Meadows Drive, Lone Tree, Colorado
80124]

     

    


     

    IN WITNESS WHEREOF, the
parties hereto have executed this Lease the day and year first above
written.

     

     

    
      	
              TENANT:

            	
              LANDLORD:

            
	
              Zynex
      Medical, Inc, a Colorado corporation

               

              By:     /s/ Thomas
      Sandgaard

               

              Title:  President

            	
              Spiral
      Lone Tree, LLC, a Colorado limited liability company

               

              By:  Spiral
      Colorado, LLC

              Its:  Manager

               

              By:  Spiral
      Colorado, Inc.

              Its:  Manager

               

               

              By:                                                                    

              Reginald D. Fowler,
      President

            


    

    


    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    EXHIBIT A

     

    


     

    DEPICTION
OF PREMISES

     

    [TO
BE ATTACHED]

     

     

     

     

     

    


    
      
        
          
            A-1

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT B

     

    


     

    LEGAL
DESCRIPTION

     

     

     

     

    


    
      
        
          
            B-1

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT C

     

    


     

    WORK
LETTER

     

    THIS WORK
LETTER AGREEMENT (this "Agreement") is made
and entered into as of November 12, 2009, between Landlord and
Tenant.  In the event of any inconsistencies between this Agreement
and the Lease dated concurrently herewith to which this Agreement is attached as
Exhibit "C",
this Agreement shall control.  Capitalized terms used in this
Agreement shall, unless otherwise specifically set forth herein, have the same
meanings as in the Lease.

     

    1.           TENANT”S
WORK.  Tenant, at its sole cost and expense, shall perform, or
cause to be performed, the work (the "Tenant Improvements") in the Premises
provided for in the Approved Plans (as defined in Paragraph 2
below).  Subject to Tenant’s satisfaction of the conditions specified
in this Agreement, Tenant shall be entitled to Landlord’s Contribution as
defined in Paragraph 5 below.

     

    2.           CONSTRUCTION OF TENANT
IMPROVEMENTS.  Construction of Tenant's Improvements shall be
subject to the following:

     

    a.           Tenant
will submit its complete space plan and pricing notes for review by Landlord
within 45 days after the date of this Work Letter.  Landlord shall
provide its approval or comments on the space plan and pricing notes within 60
days after receipt.

     

    b.           Tenant
shall enter into a contract with CresaPartners as Tenant’s Construction
Coordinator to oversee and manage the design, supervision, and construction of
all Tenant Improvements.  Tenant’s architect, Acquilano Leslie shall
prepare all space planning, design drawings plans and specifications for the
Tenant Improvements, including but not limited to all electrical, plumbing and
mechanical drawings for permitting.  Tenant’s engineer shall prepare
complementary engineering drawings.  Landlord will provide to Tenant
the existing Building plans including infrastructure, mechanical, electrical,
plumbing and related plans to assist Tenant in its design
activities.  Tenant shall submit to the Landlord for approval prior to
commencing work its final Tenant Improvements design, drawings, plans and
specifications (collectively “Plans”).  Landlord shall review, comment
on and/or approve the Plans within a reasonable time after Tenant’s
submission.  If Landlord provided comments, the parties shall confer
to revise the Plans to Landlord’s reasonable satisfaction.  Upon
Landlord’s approval of the Plans (the “Approved Plans”), Tenant shall be
entitled to commence work.  All work on the Tenant Improvements shall
be performed in strict accordance with the Approved Plans.  Tenant
shall not deviate from the Approved Plans without first having obtained
Landlord’s written consent to any such deviation.

     

    c.           Tenant's
shall submit its proposed construction schedule to Landlord prior to performance
of any Tenant Improvements work and is subject to Landlord's reasonable
approval, to be provided within 5 days after receipt of Tenant’s proposed
schedule.

     

    d.           Tenant,
its architect, engineer and CresaPartners will work closely with Landlord and
Landlord's architect to expedite completion of Tenant drawings.

     

    
      
        
        

      

      
        C -
1

        
          

        

      

      
        
        

      

    

     

     

    e.           Tenant
agrees to use Landlord's contractors for any alterations, additions and
revisions to Building shell electrical, mechanical and plumbing systems so that
all existing warranties and guarantees are maintained, if required by
Landlord.  Wherever Tenant uses or is required to use a contractor
approved or designated by Landlord, or uses a contractor from a
Landlord-supplied list (if applicable), Tenant hereby expressly acknowledges and
agrees that such use or requirement is not intended and shall not be deemed or
construed in any way to (a) relieve Tenant or such contractor from any liability
to Landlord, or anyone, for the work performed pursuant to such requirement or
(b) impose upon Landlord any liability for such work or for its completeness,
design sufficiency, safety or compliance with any or all environmental, remedial
and other laws, ordinances, rules, directions, guidelines and orders of
governmental and public bodies and agencies now or hereafter in effect from time
to time.  Any list of contractors supplied to Tenant by Landlord is
provided only as a convenience to Tenant and signifies only that such contractor
has performed construction work for Landlord in the past.  Tenant
shall remain fully liable for the selection of its contractors whether or not
the same are included on any Landlord-supplied list.  The term
“contractors” as used in this Agreement also includes subcontractors. Landlord
shall provide Tenant with a list of approved contractors within 10 days after
mutual execution of this Work Letter.  Tenant has proposed to use
Provident Construction and/or Ponderosa Construction to perform the work under
this Work Letter.  Landlord is not familiar with such
contractors.  Landlord hereby approves them for Tenant’s use but
reserves the right to revoke this approval if the contractors do not proceed in
a good and workmanlike manner.

     

    f.           If
any Tenant Improvements require modifications or changes to any structural
members, Tenant is required to submit architectural drawings to be reviewed and
detailed by Landlord's structural engineer for the Building, so that the
structure may be modified accordingly.  All structural modifications
required shall be performed by Tenant’s licensed contractors approved by
Landlord in writing.  Tenant shall be responsible for all fees, costs,
and permits required and necessary to complete said modifications.

     

    g.           If
any Tenant Improvements require roof penetrations, Tenant must submit plans for
same for written approval to Landlord's roofing contractor prior to commencing
any work.  Any required roof penetrations approved by Landlord’s
roofing contractor and resealing of such roof penetrations will be by Landlord's
roofing contractor, at Tenant’s cost.

     

    h.           During
construction of Tenant’s Improvements, all trash must be cleaned up daily and
either removed from the Building site or put in a construction dumpster provided
by Tenant in a location approved by Landlord.  All construction
dumpsters shall be maintained at all times on 2” x 6” wood blocks in order to
avoid any damage to the pavement of the Building.  Tenant shall be
responsible for all damage to the pavement of the Building by virtue of the
maintenance of construction dumpsters thereon.  Landlord's retail
waste containers or construction dumpsters shall not be used by Tenant or its
contractor(s) or subcontractor(s).  If Tenant fails to keep areas
clean Landlord, at its option, may perform the necessary work at Tenant's
expense.

     

    i.           If
a fire sprinkler system is present and utilized in the Building, then the fire
sprinkler system has been installed as per shell standard plans.  Any
alterations or completion of the system, including drops, adjustment of heads,
additions of heads, or revision of drop or head locations and numbers are the
cost and design responsibility of the Tenant.  Tenant must use
Landlord’s System Engineer and Architect for the modifications to the existing
system.  Tenant is cautioned to inspect plans for and system supplied
to the structure.  Tenant shall submit four (4) sets sprinkler
drawings and four (4) sets of as-built sprinkler drawings and calculations to
Landlord’s Architect for record purposes.  Reissuance of permits
required due to Tenant additions or alterations must be carried out by
Landlord's fire sprinkler contractor at Tenant's cost.

     

    j.           Tenant
and CresaPartners shall furnish Landlord with copies of all liens and lien
waivers (whether partial or otherwise) affecting the Premises as a result or
arising out of Tenant’s Improvements or materials furnished therefore, forthwith
(not to exceed 5 days) following the filing thereof or Tenant’s or Tenant’s
contractor(s) receipt thereof, as applicable.

     

    
      
        
        

      

      
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    3.           TENANT’S
OBLIGATIONS.  At the time Tenant enters the Premises to perform
Tenant’s Improvements:

     

    a.           All
of Tenant's obligations under the Lease, except the obligation to pay Base Rent
and Additional Rent shall be in full force and effect.

     

    b.           The
Premises shall be deemed to be in good and satisfactory condition.

     

    c.           Tenant
shall deliver all fully executed construction contracts, change orders and other
documentation relating to the construction of Tenant Improvements or any portion
thereof, between or among Tenant and/or one or more other contractors acceptable
to Landlord.

     

    d.           Tenant
shall delivery to Landlord copies of all necessary licenses (including sales tax
licenses of Tenant's contractors), permits and certificates of insurance meeting
the requirements set forth above.

     

    e.           Tenant
shall cause construction equipment and materials to be kept within the Premises
and shall cause delivery and loading of equipment and materials to be done at
such locations and at such time as Landlord shall direct so as not to burden or
interfere with the operation of the Building.  If and as required by
Landlord, the Premises shall be sealed off from the adjoining premises so as to
minimize the disbursement of the dirt, debris and noise.

     

    4.           INSURANCE AND
INDEMNIFICATION.

     

    a.           Tenant
(including also anyone holding under Tenant and any and all subtenants and other
occupants of the Premises)  hereby releases Landlord from any and all
liability for any and all bodily and personal injury to Tenant and its
contractor(s) (including also all subcontractor(s)) and their respective
employees (whether direct or indirect employees) and for any and all loss of or
damage to Tenant’s property and that of any and all contractors and
subcontractors (including also any and all loss of use resulting therefrom) and,
on behalf of its insurers, hereby waives any and all rights of subrogation
therefore, even though such injury, loss or damage may have resulted in whole or
in part from the act or neglect of Landlord.  Tenant shall cause
CresaPartners and all subcontractor(s) to provide identical waivers of liability
and subrogation in favor of Landlord.

     

    b.           All
insurance to be provided by Tenant, CresaPartners and all subcontractor(s)
hereunder shall be issued by such insurance companies as Landlord shall
approve.  As often as any such policy shall expire or otherwise
terminate, renewal or additional policies shall be procured and maintained by
Tenant and Tenant's contractor(s) and subcontractor(s) to provide uninterrupted
coverage.  Tenant agrees and shall cause its contractor(s) and
subcontractor(s) to agree to provide Landlord, upon Landlord's request from time
to time, with certified copies of all policies of insurance providing coverage
in this Agreement.

     

    c.           Tenant
shall indemnify, defend and hold Landlord harmless against any loss, liability,
injury or damage to persons or property resulting from Tenant’s Improvements
including the activities of Tenant's contractor(s) and
subcontractor(s).

     

    
      
        
        

      

      
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    d.           All
policies (except the worker's compensation policy) shall be endorsed to include
as additional insured parties the parties listed on, or required by, the Lease,
Landlord's contractors, Landlord's architects, and their respective
beneficiaries, partners, directors, officers, members, employees and agents, and
such additional persons as Landlord may designate. The waiver of subrogation
provisions contained in the Lease shall apply to all insurance policies (except
the workmen's compensation policy) to be obtained by Tenant pursuant to this
paragraph. The insurance policy endorsements shall also provide that all
additional insured parties shall be given thirty (30) days' prior written notice
of any reduction, cancellation or non-renewal of coverage (except that ten (10)
days' notice shall be sufficient in the case of cancellation for non-payment of
premium) and shall provide that the insurance coverage afforded to the
additional insured parties thereunder shall be primary to any insurance carried
independently by said additional insured parties. Additionally, where
applicable, each policy shall contain a cross-liability and severability of
interest clause.

     

    e.           Without
limitation of the indemnification provisions contained in the Lease, to the
fullest extent permitted by law Tenant agrees to indemnify, protect, defend and
hold harmless Landlord, the parties listed, or required by, the Lease to be
named as additional insureds, Landlord’s contractors, Landlord's architects, and
their respective beneficiaries, partners, directors, officers, members,
managers, employees and agents, from and against all claims, liabilities,
losses, damages and expenses of whatever nature arising out of or in connection
with Tenant’s Improvements or the entry of Tenant or Tenant's Contractors into
the Building and the Premises, including, without limitation, mechanic's liens,
the cost of any repairs to the Premises or Building necessitated by activities
of Tenant or Tenant’s Contractors, bodily injury to persons or damage to the
property of Tenant, its employees, agents, invitees, licensees or
others.  It is understood and agreed that the foregoing indemnity
shall be in addition to the insurance requirements set forth above and shall not
be in discharge of or in substitution for same or any other indemnity or
insurance provision of the Lease.

     

    
      	
               
      

            	
              5.

            	
              LANDLORD’S
      CONTRIBUTION.

            


    

     

    a.           Landlord
shall provide to Tenant a Tenant Improvements allowance of $500,000 (the “Tenant
Improvements Allowance”) as provided in this Paragraph 5 of which (i) $156,250
shall be used to fund Tenant’s obligation to provide the Security Deposit as
provided for in Section 8 of the Lease, (ii) and the $343,750 balance of which
shall be used by Tenant to pay for Tenant Improvements.  If Landlord
fails to provide all or any part of the Tenant Improvements Allowance, and as a
result Tenant pays for Tenant Improvements from its own funds, Tenant shall have
the right to set off such amount or amounts from its obligations for Base Rent
under the Lease.

     

    b.           Tenant
shall enter into all contracts for the construction of the Tenant Improvements
in its own name.

     

    c.           Tenant
shall deliver to Landlord upon receipt all invoices for payment to its
contractors for Tenant Improvements along with a certificate, in form and
substance satisfactory to Landlord (the “Tenant Certificate”), that the work
performed and/or materials supplied that are covered by each such invoice have
been performed and/or delivered, are in accordance with the Approved Plans, are
acceptable to Tenant and are approved by Tenant for payment.  Upon
Landlord’s request, Tenant also shall deliver partial lien waivers from all
contractors whose invoices it submits covering all work performed and materials
supplied through the date of each paid invoice.  As soon as
practicable after receipt of a Tenant Certificate and the partial lien waivers,
if requested, Landlord shall pay the applicable invoice(s) out of the Tenant
Improvements Allowance, but in no event will Landlord pay or be requested to pay
any amount in excess of the Tenant Improvements Allowance.  Tenant
will pay timely all costs associated with the Tenant Improvements Allowance in
excess of the Tenant Improvements Allowance.

     

    
      
        
        

      

      
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    d.           Upon
completion of the Tenant Improvements, Tenant shall deliver to
Landlord  full and final waivers of liens and contractors' affidavits
and statements, in such form as may be required by Landlord, Landlord's title
insurance company and Landlord’s construction or permanent lender, if any, from
all parties performing labor or supplying materials or services in connection
with Tenant Improvements showing that all such parties have been compensated in
full and waiving all liens in connection with the Premises and Building. Tenant
shall submit to Landlord a detailed breakdown of Tenant's total construction
costs, together with such evidence of payment as is reasonably satisfactory to
Landlord.

     

    e.           Upon
completion of the Tenant Improvements and Tenant’s satisfaction of all
requirements set forth in this Agreement, Landlord will apply the balance, if
any, remaining of the $343,750 component of the Tenant Improvements Allowance to
Tenant’s Base Rent.

     

    
      	
               
      

            	
              6.

            	
              MISCELLANEOUS.

            


    

     

    
      	
               
      

            	
              a.

            	
              Time
      is of the essence of this Work
Agreement.

            


    

     

    b.           Each
person signing this Agreement on behalf of Landlord and Tenant warrants and
represents he has authority to sign and deliver this Agreement and bind the
party on behalf of which he has signed.

     

    c.           If
Tenant fails to make any payment relating to Tenant Improvements as required
hereunder, Landlord, at its option, may complete the Tenant Improvements
pursuant to the Approved Plans and continue to hold Tenant liable for the costs
thereof and all other costs due to Landlord. Tenant's failure to pay any amounts
owed by Tenant hereunder when due or Tenant's failure to perform its obligations
hereunder shall also constitute a default under the Lease and Landlord shall
have all the rights and remedies granted to Landlord under the Lease for
non-payment of amounts owed or failure by Tenant to perform its obligations
under the Lease.

     

    d.           Notices
under this Agreement shall be given in the same manner as under the
Lease.

     

    e.           The
headings set forth herein are for convenience only.

     

    f.           This
Agreement sets forth the entire agreement of Tenant and Landlord regarding
Tenant Improvements. This Agreement may only be amended in a writing, duly
executed by both Landlord and Tenant.

     

    g.           All
amounts due from Tenant hereunder shall be deemed to be Rent due under the
Lease.

     

    h.           Landlord
hereby approves Tenant’s plan to install a first floor loading dock with a
dock-high loading door, as part of the Tenant Improvements, based on Tenant’s
specifications not yet created, which shall comply with all applicable building
codes and regulations and shall be subject to Landlord’s reasonable approval as
set forth above when created.  Tenant plans to locate the loading dock
at the south side or southwest corner of the Building.  Unless
Landlord provides different instructions, Tenant agrees to remove the loading
dock and restore the Building to its original condition upon termination or
expiration of the Lease.

     

    i.           Landlord
hereby approves Tenant’s proposed signage for the Building as depicted on Exhibit C-1 attached
hereto, on the condition that such signage complies with Tenant’s obligations
under Section 25(W)(iii) of the Lease.

     

    
      
        
        

      

      
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    7.           EXCULPATION OF
LANDLORD.  Notwithstanding anything to the contrary contained
in this Agreement or the Lease, the parties agree expressly that Tenant’s
recourse against Landlord with respect to the alleged Landlord breach by any
covenant, undertaking or agreement contained in this Agreement shall be limited
to and governed by the all terms and provisions of the Lease.

     

    


    IN
WITNESS WHEREOF, this Work Agreement is executed as of the 12th day of
November, 2009.

    


    
      	
              Witness:

               

               

              /s/
      Fritz
      G. Allison 

                 

              

              Print
      Name: Fritz
      G. Allison 

                 

              

               

              /s/
      Jeannie
      Mulhall

               

              Print
      Name: Jeannie
      Mulhall 

                 

              

              (As
      to Tenant)

            	 
      	
              TENANT:

               

              ZYNEX
      MEDICAL, INC.,

              a
      Colorado corporation

               

               

              By
      /s/ Thomas
      Sandgaard

              Name:
      Thomas
      Sandgaard

              Its:   President

            
	
              Witness:

               

               

               

              ______________________________________

              Print
      Name: ____________________________

               

              ______________________________________

              Print
      Name: ____________________________

              (As
      to Landlord)

            	 
      	
              LANDLORD:

               

              SPIRAL
      LONE TREE, LLC, a Colorado limited liability company

               

              By:  Spiral
      Colorado, LLC

              Its:  Manager

               

              By:  Spiral
      Colorado, Inc.

              Its:  Manager

               

               

              By:___________________________________

              Reginald
      D. Fowler, President

            


    

    


    
      
        
          
          

           


        

        
          C -
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    EXHIBIT D

    


     

    RULES
AND REGULATIONS

     

    PURPOSE:

     

    The
purpose of these Rules and Regulations is to provide each business within the
Building with a quality of environment and visual appeal consistent with the
high standards of a first class commercial building.

     

    
      	
               
      

            	
              A.

            	
              PARKING:

            


    

     

    Parking
of automotive trucks and other vehicles shall be restricted to areas designated
for such purpose by Landlord.

     

    Landlord
reserves the right to remove by towing any vehicle that may be obstructing any
door or driveway, is improperly parked, obstructing other parked vehicles or is
parked in a restricted area.  All towing expenses shall be paid by the
vehicle owner.

     

    Each
vehicle owner shall be responsible for any damage caused by the operation or
parking of such vehicle which causes damages to Landlord's
property.

     

    Parking
after normal business hours shall conform and comply with all laws, ordinances
and regulations of any agency or any regulatory authority.

     

    
      	
               
      

            	
              B.

            	
              OUTDOOR
      STORAGE:

            


    

     

    Tenant
shall not store any materials, supplies, equipment, etc., outside the Premises
except as necessary during construction of the Tenant Improvements.

     

    Storage
in trailers, whether attached to or detached from a driving unit is prohibited
(except as is usual and customary for loading and unloading such
trailers).  Parking of any vehicle within the Building for more than
five continuous days is prohibited.

     

    
      	
               
      

            	
              C.

            	
              WASTE
      REMOVAL:

            


    

     

    With
respect to waste other than customary office waste generated by Tenant, Tenant
shall furnish its own sealable waste and refuse containers which must be located
at all times within the area designated by Landlord.  No other
containers are permitted on site.  Enclosures provided by Landlord and
container lids shall remain closed at all times when not actively in
use.  Tenant is responsible for maintaining the assigned waste and
refuse areas free and clean of all litter, obnoxious odors, insects, rodents,
etc.  Any medical waste produced by Tenant or its employees,
licensees, invitees, etc. shall be disposed of in accordance with all applicable
guidelines.  Any activity or expense incurred by Landlord in cleaning,
maintaining, or otherwise preserving the concept of a clean environment shall be
reimbursed to Landlord by Tenant plus fifteen (15%) percent for Landlord's
overhead and expenses.  Failure by Tenant to timely reimburse Landlord
therefore shall be deemed a default of and cause for cancellation of the
Lease.

     

    
      
        
        

      

      
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    Tenant
shall comply with Landlord's recycling program for the Building, or in the
absence thereof, Tenant shall institute and maintain a recycling program for its
waste in compliance with all applicable laws and requirements of any
governmental agency or department having jurisdiction over the
Premises.

     

    
      	
               
      

            	
              D.

            	
              SIGN
      CONTROLS:

            


    

     

    Except as
otherwise provided in the Lease, Tenant may not paint or affix signs on any part
of the outside of the Premises, the Building, windows or doors.  Free
standing signs are not permitted outside of the Premises.  No sign,
advertisement, notice or other lettering shall be exhibited, inscribed, painted
or affixed by Tenant on the inside of the Premises if the same can be seen from
outside of the Premises without the prior written consent of Landlord (which
consent may be withheld by Landlord in its sole discretion), and then only of
such color, size, character, style and material and in such places as shall be
approved and designated by Landlord.  In the event of a violation of
the foregoing by Tenant, Landlord may remove same without any liability and may
charge the expense incurred by such removal to Tenant.  Signs at
entrances to the Premises shall be placed thereon by a contractor approved by
Landlord and shall be paid for by Tenant.

     

    
      	
               
      

            	
              E.

            	
              TRADE FIXTURES AND
      SECURITY SYSTEMS:

            


    

     

    The
installation of any trade fixtures or security systems shall be subject to the
prior written approval of Landlord.  Tenant shall remain liable for
the cost of removing all such fixtures and systems upon the expiration or
earlier termination of the Lease, as well as the cost of curing any and all
damages to the Premises caused by the installation of such fixtures and
systems.

     

    
      	
               
      

            	
              F.

            	
              ON-SITE
      IMPROVEMENTS:

            


    

     

    Tenant
shall not be permitted to alter, move, maintain or disturb any part of the
landscaping or other improvements located on or adjacent to the Premises or the
common areas or the Building.

     

    
      	
               
      

            	
              G.

            	
              MISCELLANEOUS:

            


    

     

    In
addition to the Rules and Regulations above, Tenant shall comply with the
following:

     

    1.           Tenant,
its officers, agents, servants and employees shall not block or obstruct any of
the entries, passages, doors, hallways or stairways of the Building or the
parking facilities, or place, empty or throw any rubbish, litter, trash or
material of any nature into such areas, or permit such areas to be used at any
time except for the ingress or egress of Tenant, its officers, agents, servants,
employees, patrons, licensees, customers, visitors or invitees.

     

    2.           The
movement of furniture, equipment, machines, merchandise or materials within,
into or out of the Premises, the Building or the parking facilities shall be
restricted to time, method and routing of movement as determined by Landlord
upon request from Tenant and Tenant shall assume all liability and risk to
property, the Premises and the Building in such movement.  Tenant
shall not move furniture, machines, equipment, merchandise or materials within,
into or out of the Building, the Premises or the parking facilities without
having first obtained a written permit from Landlord at least twenty-four (24)
hours in advance.  Safes, large files, electronic data processing
equipment and other heavy equipment or machines shall be moved into the
Premises, the Building, or the parking facilities only with Landlord's prior
written consent and shall be placed where directed by Landlord.

     

    
      
        
        

      

      
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    3.           Landlord
will not be responsible for lost or stolen personal property, equipment, money
or any article taken from the Premises, the Building or the parking facilities
regardless of how or when such loss occurs.

     

    4.           Tenant,
its officers, agents, servants and employees shall not install or operate any
refrigerating, heating or air conditioning apparatus, or carry on any mechanical
operation, or bring into the Premises, the Building or the parking facilities
any inflammable fluids or explosives without written permission of
Landlord.

     

    5.           Tenant,
its officers, agents, servants or employees shall not use the Premises, the
Building or the parking facilities for housing, lodging or sleeping purposes or
for the cooking or preparation of food without the prior written consent of
Landlord.

     

    6.           Tenant,
its officers, agents, servants, employees, patrons, licensees, customers,
visitors or invitees shall not bring into the parking facilities, the Building
or the Premises, or keep on the Premises any fish, fowl, reptile, insect or
animal, or any bicycle or other vehicle without the prior written consent of
Landlord, wheelchairs and baby carriages excepted.

     

    7.           No
additional locks shall be placed on any door in the Building without the prior
written consent of Landlord. Tenant will furnish two (2) keys to each lock on
doors in the Premises.  Landlord may at all times keep a pass key to
the Premises.  All keys shall be returned to Landlord promptly upon
the expiration or earlier termination of the Lease.

     

    8.           Tenant,
its officers, agents, servants, employees, patrons, licensees, customers,
visitors or invitees shall do no painting or decorating in the Premises, or
mark, paint or cut into, drive nails or screw into, nor in any way deface any
part of the Premises or the Building without the prior written consent of
Landlord.  If Tenant desires signal, communication, alarm or other
utility or service connections installed or changed, such work shall be done at
the expense of Tenant, with the prior written approval and under the direction
of Landlord.

     

    9.           Tenant,
its officers, agents, servants, employees, patrons, licensees, customers,
visitors or invitees shall not permit the operation of any musical or
sound-producing instruments or device which may be heard outside the Premises,
the Building or the parking facilities, or which emanate electrical waves which
will impair radio or television broadcasting, or reception from or in the
Building.

     

    10.           Tenant,
its officers, agents, servants, employees, patrons, licensees, customers,
visitors or invitees shall, before leaving the Premises unattended, close and
lock all doors and shut off all utilities; damage resulting from failure to do
so shall be paid for by Tenant. Tenant, before the closing of the day and
leaving the Premises, shall see that all blinds and/or draperies are pulled and
drawn, and shall see that all doors are locked.

     

    11.           All
plate and other glass now in the Premises which is broken shall be replaced by
Landlord at the expense of Tenant.

     

    12.           Tenant
shall give Landlord prompt notice of all accidents to, or defects in air
conditioning equipment, plumbing, electric facilities, or any part or
appurtenance of the Premises or the Building.

     

    13.           The
plumbing facilities shall not be used for any purpose other than that for which
they are constructed, and no foreign substance of any kind shall be thrown
therein, and the expense of any breakage, stoppage or damage resulting from a
violation of this provision shall be borne by Tenant.

     

    
      
        
        

      

      
        D -
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    14.           All
contractors and/or technicians performing work for Tenant within the Premises,
the Building or parking facilities shall be referred to Landlord for approval
before performing such work.  This shall apply to all work including,
without limitation, installation of telephones, telegraph equipment, electrical
devices and attachments, and all installations affecting floors, walls, windows,
doors, ceilings, equipment, or any other physical feature of the Building, the
Premises or parking facilities.  None of this work shall be done or
caused to be done by Tenant without Landlord's prior written
approval.

     

    15.           No
showcases or other articles shall be put in front of or affixed to any part of
the exterior of the Building, nor placed in the halls, corridors or vestibules
without the prior written consent of Landlord.

     

    16.           Glass
panel doors that reflect or admit light into the passageways or into any place
in the Building shall not be covered or obstructed by Tenant, and Tenant shall
not permit, erect and/or place drapes, furniture, fixtures, shelving, display
cases or tables, lights or signs and advertising devices in front of or in
proximity of interior and exterior windows, glass panels or glass doors
providing a view into the interior of the Premises, unless same shall have first
been approved in writing by Landlord.

     

    17.           Canvassing,
soliciting and peddling in the Building or the parking facilities are prohibited
and Tenant shall cooperate to prevent the same.  In this respect,
Tenant shall promptly report any such activities to Landlord's property
management office.

     

    18.           There
shall not be used in any space, or in the public halls of the Building, either
by Tenant or by jobbers or others, in the delivery or the receipt of
merchandise, any hand trucks except for those which are equipped with rubber
tires and side guards.

     

    19.           Tenant
and any officer, agent, employee, servant, patron, customer, visitor, licensee
or invitee of Tenant shall not go upon the roof of the Building without the
prior written consent of Landlord or Landlord's designated
representative.

     

    20.           In
the event Tenant must dispose of crates, boxes, etc., which will not fit into
office wastepaper baskets, it will be the responsibility of Tenant to dispose of
same in a manner consistent with the Lease and these Rules and
Regulations.  In no event shall Tenant set such items in the public
hallways or other areas of the Building, parking facilities or the Project,
excepting Tenant's own Premises for disposal.

     

    21.           Tenant
is cautioned in purchasing furniture and equipment in that the size of same
should be limited to such as will pass through the doors of the
Premises.  Large pieces should be made in parts and set up in the
Premises.  Landlord reserves the right to refuse to allow any
furniture or equipment of any description not complying with the above
conditions to be placed in the Building.

     

    22.           Tenant
will be responsible for any damage to the Premises, including, without
limitation, carpeting and flooring, as a result of rust or corrosion of file
cabinets, roller chairs, metal objects, or spills of any type of
liquid.

     

    
      
        
        

      

      
        D -
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    23.           Tenants
employing laborers or others outside of the Building shall not have their
employees paid in the Building or in the Project, but shall arrange to pay their
payrolls elsewhere.

     

    24.           If
the Premises should become infested with vermin, Landlord, at Tenant's sole cost
and expense, shall cause the Premises to be exterminated at such time and from
time to time, to the satisfaction of Landlord.

     

    25.           Tenant
shall not install any antenna, aerial wires, satellite dishes, radio or
television equipment, inside or outside of the Building without Landlord's prior
written approval and upon such terms and conditions as may be specified by
Landlord in each and every instance, provided that Tenant shall be entitled to
install television monitors and related equipment for training use without
further Landlord approval.

     

    26.           Tenant
shall not make or permit any use of the Premises, the Building or the parking
facility which, directly or indirectly, is forbidden by law, ordinance or
governmental or municipal regulation, code or order, or which may be
disreputable or dangerous to life, limb or property.

     

    27.           Tenant
shall not advertise the business, profession or activities of Tenant in any
manner which violates the letter or spirit of any code of ethics adopted by any
recognized association or organization pertaining thereto, nor shall Tenant use
the name of the Building or the Project for any purpose other than that of the
business address of Tenant, or use any picture or likeness of the Building or
the Project, or the name of the Building or the Project on any letterhead,
envelope, circular, notice, advertisement, container or wrapping material,
without Landlord's prior written consent thereto.

     

    28.           Tenant,
its officers, agents, employees, servants, patrons, customers, licensees,
invitees and visitors shall not solicit business in the Building, the parking
facilities, or the Project, nor shall Tenant distribute any handbills or other
advertising matter in automobiles parked in the parking facilities.

     

    29.           Tenant
shall not conduct its business and/or control its officers, agents, employees,
servants, patrons, customers, licensees and visitors in such a manner as to
create any nuisance, or interfere with, annoy or disturb any other tenant or
Landlord in its operation of the Building, or commit waste, or suffer or permit
waste to be committed in the Premises, the Building, or the
Project.

     

    30.           Tenant
shall permit Landlord or its agent to enter upon the Premises during normal
office hours to make inspections, repairs, alterations or additions in or to the
Premises or the Building, and at any time in the event of an emergency, and
shall permit Landlord to perform any acts related to the safety, protection,
preservation, reletting or improvement of the Premises or the
Building.  In every instance, except when emergency conditions do not
permit, Landlord shall provide reasonable advance notice before entering the
Premises, and shall permit a Tenant employee to be present for such
entry.

     

    31.           Tenant,
without the prior written consent of Landlord, shall not install any linoleum or
similar floor covering.

     

    32.           Tenant
acknowledges that Landlord has designated the Building as a "non-smoking"
Building, and Tenant, its officers, agents, employees, servants, patrons,
customers, licensees and visitors shall at all times refrain from smoking in the
Building except for those areas of the Building, if any, specifically designated
by Landlord as "smoking" areas.

     

    33.           Tenant
shall comply with all indoor air quality standards and requirements pertaining
to the Building and the Premises, including those regulations promulgated by
OSHA, as same may be amended from time to time.

     

    


     

    


    
      
        
          
          

           


        

        
          D -
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    EXHIBIT E

     

    


     

    PARKING

     

    A.           Tenant
shall have the right to use five (5) unassigned parking spaces per 1,000
rentable square feet of the Premises on the terms and conditions contained in
this Exhibit E.  The rights of Tenant to the unassigned spaces (the
“Parking Spaces”) as
granted by Landlord are referred to as the “Parking
Privileges.”

     

    B.           Tenant’s
right to the Parking Privileges shall commence at the Commencement Date and
shall continue for the Term of the Lease unless sooner terminated or
extended.  The Parking Privileges shall automatically terminate upon
the expiration or earlier termination of the Primary Lease Term or any
extensions thereof.

     

    C.           Tenant’s
rights to use the Parking Spaces will be at no charge during the Primary Lease
Term and the Renewal Term.

     

    D.           Landlord
shall have the right at any time to change the arrangement or location or to
regulate the use of the Parking Spaces without incurring any liability to
Tenant.  Among other things, Landlord shall be entitled to assign
designated areas of the surface lot for use by particular persons or groups of
persons, and Tenant shall refrain from parking in such spaces.  Tenant
acknowledges that the Parking Spaces will not be individually designated or
reserved for use by Tenant and that Tenant will use the Parking Spaces in common
with all persons to whom or which Landlord grants the right to use the parking
structure and surface lot.  Landlord will not provide parking
privileges to other tenants of the Building that are superior to those provided
to Tenant.

     

    E.           In
addition to the Rules and Regulations set forth in Exhibit D to the
Lease, Tenant’s use of the Parking Spaces is subject to the following
rules:

     

    1.           Tenant
shall designate use of the Parking Spaces to specific individuals employed by
Tenant (“Designated
Users”), but Tenant shall remain responsible for all other obligations
hereunder.  Within five (5) business days after Landlord’s
request, Tenant agrees to provide Landlord with a listing of all vehicles of
Designated Users, including names of vehicle owners, vehicle models, colors, and
license plate numbers, and Tenant shall provide Landlord with revised listing
promptly after any change to the listing.  Tenant shall deliver to
Tenant’s Designated Users parking decals provided by Landlord which decals shall
at all times be displayed prominently on the vehicles of Designated
Users.  Landlord shall have the right to directly ban any Designated
User from further use of any of the parking spaces for violation of the rules
for the use of the Parking Spaces.

     

    2.           Tenant
and Designated Users shall park only in parking spaces and not on ramps,
corridors, approaches, or other areas designated as “no parking”
areas.

     

    3.           Tenant
and Designated Users shall observe the special hours of opening, closing, and
nonuse of the parking structure and the surface lot when closings are
necessitated for repairs, cleaning, and rehabilitations.  Should any
repair or rehabilitation result in Tenant not being provided the Parking Spaces
in the parking structure, surface lot, or designated alternate parking facility,
the abatement of Tenant’s obligation to pay any fee that may be due during the
period the same are unavailable shall constitute Tenant’s sole remedy in the
event of such unavailability.  Landlord will use commercially
reasonable efforts to coordinate repairs, cleaning and rehabilitations so as not
to deprive Tenant of more than 10% of its parking spaces at one time, and to
limit the loss of parking space use to 30 days.

     

    
      
        
          E-1

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    4.           Tenant
and Designated Users shall use the Parking Spaces only for automobile
parking.

     

    5.           Tenant
and Designated Users shall observe all posted vehicle height
limitations.

     

    6.           Tenant
and Designated Users shall not allow unauthorized vehicles to use the Parking
Spaces and, except for emergencies, shall not repair nor authorize service to
vehicles parked in the parking structure or in the surface parking
area.

     

    F.           If
any portion of the surface lot shall be damaged by fire or other casualty or
shall be taken by right of eminent domain or by condemnation or shall be
conveyed in lieu of any such taking, then the Parking Privileges shall
automatically cease and terminate.  Tenant thereupon shall surrender
to Landlord the Parking Spaces and all interest therein, and Landlord may
re-enter and take possession of the Parking Spaces.  If this should
occur, Landlord will use commercially reasonable efforts to provide substitute
Parking Places to Tenant.

     

    G.           Tenant
shall not be permitted to assign the Parking Spaces or any interest herein or
permit the Parking Spaces or any part thereof to be used by others without the
prior written consent of Landlord, which consent may be granted or withheld in
Landlord’s sole discretion.  Notwithstanding the foregoing, if a
proposed assignee or user is a permitted assignee or sublessee under the terms
of this Lease, Landlord’s consent to such assignment or sublease shall be deemed
consent to the assignment or sublease of the Parking Spaces.  Tenant
shall remain primarily liable for the performance of the obligations of the
Tenant hereunder notwithstanding any assignment or occupancy or use arrangement
permitted or consented to by Landlord.

     

    H.           Neither
Landlord nor its agents or employees shall be liable for any damage, fire, theft
or loss to vehicles or other properties or injuries to persons occurring in the
parking structure or service parking area or arising out of the use of the
Parking Spaces whether caused by theft, collision, moving vehicle, explosion or
any other activity of occurrence in such parking areas.  Tenant and/or
its Designated Users of the Parking Spaces assume the risk of such loss or
damage and shall indemnify, defend and hold Landlord, its agents and employees
harmless from and against any and all claims and damages incurred by Landlord,
its agents and employees arising from Tenant’s or its Designated Users’ use of
the parking areas or the Unassigned Spaces, including all costs, attorneys’
fees, expenses and liability arising out of any such claim or
action.  Tenant, at Landlord’s request, shall obtain a written
agreement from each Designated User agreeing to the terms of this Exhibit E and
Landlord’s rules for operation of the parking areas.  If Tenant shall
fail to obtain such agreement and deliver it to Landlord, Tenant shall assume
all obligations set forth in this Exhibit E or
Landlord’s rules for such Designated User.

     

    


    
      
        
          
            E-2

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT F

     

    


     

    SIGNAGE

     

    (See
attached photo)

     

    


    
      
        
          
            F-1

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

     

    EARLY
TERMINATION FEE

     

    (See
attached schedule)

    


    

    


     

    


     

    
      
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        EXHIBIT H

        
 

        
           

          ZYNEX,
INC. LEASE GUARANTY

           

          (See Attached Exhibit)

           

           

           

          
            
              H-1