Exhibit 10.1


    
      

    

    EXHIBIT
      10.1

    


     

    


    AGREEMENT
      FOR PURCHASE AND SALE OF REAL PROPERTY

    


    THIS
      AGREEMENT, dated as of March 6, 2007, by and between Presson Advisory, LLC,
      an
      Arizona limited liability company (hereinafter “Seller”) and OrthoLogic Corp.,
      an Arizona corporation (hereinafter “Buyer”).

    


    WHEREAS,
      Seller is the owner of certain real property, commonly known as 4832 East
      McDowell Road, Phoenix, Arizona (the “Real Property”) more particularly
      described on Exhibit “A” attached hereto and made a part hereof;
      and

    


    WHEREAS,
      Seller is desirous of selling, and Buyer is desirous of purchasing the Real
      Property together with all improvements thereon and all rights, privileges,
      and
      appurtenances associated therewith and all personal property and rights under
      Service Contracts (defined below) that are transferred to Buyer in the manner
      described herein (hereinafter, collectively, the “Property”);

    


    NOW,
      THEREFORE, for and in consideration of the mutual covenants herein contained,
      it
      is agreed as follows:

    


    
      	
              1)

            	
              AGREEMENT

            


    

    


    Subject
      to Buyer’s approval of the Property as described in the section of this
      Agreement entitled “Contingency Period,” Buyer hereby agrees to purchase the
      Property and Seller hereby agrees to sell the Property to Buyer upon the terms
      and conditions set forth in this Agreement and any addenda attached
      hereto.

    


    Effective
      as of the date of Closing, Seller agrees to transfer and assign to Buyer
all
      warranties and guarantees relating to the Property, all tangible fixtures and
      personal property at the Property, water rights, if any, al l service and other
      contracts affecting the operation or maintenance of the Property, except any
      property management contract (collectively, the "Service Contracts"), all
      licenses and governmental approvals and permits of any nature relating to the
      Property, all Property Documents (as that term is defined in Paragraph
      7).
      Notwithstanding anything contained in this Agreement to the contrary, Buyer
      shall not be obligated to accept assignment of or assume any Service Contract
      that is not terminable, with or without cause, and without liability to Buyer,
      upon thirty (30) days or less notice
      so that
      Buyer may, in its own name and/or in the name of Seller, enforce such agreement
      and warranties and collect any liquidated or other damages payable pursuant
      thereto. Such Assignment shall be pursuant to a
      duly
      executed Assignment and Assumption of Contracts in the form attached hereto
      as
      Exhibit "C" (the "Assignment and Assumption of Contracts"). Copies
      of
      all written warranties, guarantees, contracts and agreements shall be delivered
      to Escrow Agent on or before Closing, and delivered to Buyer at
      Closing.
      Seller
      agrees that buyer shall also be provided access and use of the top plank of
      the
      monument sign located on McDowell, or such other monument signage as may be
      constructed on the Project, for no additional consideration.


    
      
        
        

      

      
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              2)

            	
              PURCHASE
                PRICE

            


    

    


    (A)   In
      General.
      The
      Purchase Price for the Property shall be Three Million Six Hundred Fifteen
      Thousand Dollars ($3,615,000), payable by Buyer to Seller as
      follows:

     

    
      
        	
                By
                  an Initial Earnest Money check to be delivered to Escrow Agent
                  upon the
                  deposit of this Agreement with the Escrow Agent

              	 	
                $

              	
                50,000

              	 
	 	 	 	 	 
	
                By
                  an Additional Earnest Money check to be delivered to Escrow Agent
                  upon the
                  expiration of the Contingency
                  Period

              	 	
                $

              	
                100,000

              	 
	 	 	 	 	 
	
                By
                  cash or wire at Closing (as defined below) (the “Closing
                  Payment”)

              	 	
                $

              	
                3,465,000

              	 
	 	 	 	 	 
	
                PURCHASE
                  PRICE

              	 	
                $

              	
                3,615,000

              	 


      

    

    


    (B)   Independent
      Contract Consideration.
      Buyer
      has, concurrently with its execution of this Agreement, delivered to Seller
      Buyer’s check in the amount of Fifty Dollars ($50.00), which amount Seller and
      Buyer agree has been bargained for as consideration for Seller’s execution and
      delivery of this Agreement. Such consideration is in addition to and independent
      of any other consideration or payment provided for in this Agreement and is
      non-refundable in all events.

    


    
      	
              3)

            	
              EARNEST
                MONEY

            


    

    


    Upon
      the
deposit
      of this Agreement with the Escrow Agent,
      Buyer
      shall deposit with Escrow Agent an initial earnest money deposit in the amount
      of $50,000.00 (the "Initial Earnest Money"), which shall be in cash or check
      payable to Escrow Agent. Upon the expiration of the Contingency Period, Buyer
      shall deposit with Escrow Agent an additional earnest money deposit in the
      amount of $100,000.00 (the "Additional Earnest Money"). The Initial Earnest
      Money and the Additional Earnest Money are collectively referred to herein
      as
      the “Earnest Money,” and the Earnest Money shall be non-refundable
      to Buyer upon the
      expiration of the Contingency Period (provided that Buyer shall not have
      terminated this Agreement prior to the expiration of the Contingency Period);
      provided, however, that even after the expiration of the Contingency Period,
      Buyer shall be entitled to a refund of the Earnest Money (in addition to any
      other rights granted to Buyer expressly herein) in the event of a Seller
      default that continues unremedied beyond any applicable notice and cure or
      grace
      period or the failure of any condition precedent to closing expressly set forth
      herein that by its terms provides Buyer with the right to a return of the
      Earnest Money and/or a right to terminate this Agreement. Escrow
      Agent is instructed to place the Earnest
      Money
      in a
      federally insured money market or similar account subject to immediate
      withdrawal at a local bank or savings and loan institution. The Earnest
      Money
      shall be
      deemed to include all interest earned thereon.
      The
      Earnest Money
      shall be
      credited in favor of Buyer towards the Purchase
      Price upon the Closing. If
      the
Earnest
      Money
      is
      forfeited to Seller as provided by this Agreement, Seller shall retain such
      funds, regardless of whether Buyer closes this escrow, as consideration for,
      among other things, taking the Property off the market while the Property is
      under contract. After the
      expiration of the Contingency Period (provided that Buyer shall not have
      terminated this Agreement prior to the expiration of the Contingency Period),
      Buyer
      shall be entitled to the return of the Deposit if and only if Seller fails
      to
      timely cure a default under this Agreement or
      there
      is a failure of any condition precedent to closing expressly set forth herein
      that by its terms provides Buyer with the right to a return of the Earnest
      Money
      and/or a right to terminate this Agreement, and further provided in any such
      event that Buyer
      elects to cancel this Agreement. 


    
      
        
        

      

      
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              4)

            	
              ESCROW

            


    

    


    This
      transaction shall be placed for Closing and Escrow with Land America Lawyers
      Title, 2425 E. Camelback Road, Suite 700, Phoenix, Arizona 85016; Attention
      Ms.
      Judy Sorensen; telephone (602) 954-6774; fax (602) 954-7006; email
      jsorensen@landam.com (hereinafter “Escrow Agent”). Closing, Escrow and recording
      fees shall be paid by Seller. The "Opening Date" shall be the date on which
      a
      fully executed copy or counterpart copies hereof (including the acceptance
      by
      Broker), is delivered to and accepted by Escrow Agent, which shall be no later
      than two (2) business days after the date of this Agreement. Escrow Agent is
      hereby instructed to notify Buyer and Seller in writing of the Opening Date
      as
      soon as practicable. Each
      party shall cooperate with the Escrow Agent in executing and delivering such
      instruments and documents to the other or to any other entity that may be
      reasonably necessary to consummate this transaction. Possession of the Property
      shall be surrendered to Buyer on the date of Closing.

    


    
      	
              5.

            	
              PRORATION

            


    

    


    The
      following adjustments to the Purchase Price paid hereunder shall be made between
      Seller and Buyer and shall be prorated (as applicable) on a per diem basis
      up to
      and including the Closing Date:

    


    
      	 	
              (A)

            	
              All
                expenses of the Property shall be prorated and apportioned as of
                12:01
                a.m. on the Closing Date, so that Seller shall bear all expenses
                with
                respect to the Property for the period preceding the Closing Date.
                Any
                expense amount which cannot be ascertained with certainty as of the
                Closing Date shall be prorated on the basis of the parties' reasonable
                estimates of such amount and shall be the subject of a final proration
                outside of escrow sixty (60) days after the Closing Date or as soon
                thereafter as the precise amounts can be
                ascertained.

            


    


    
      
        
        

      

      
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    Items
      to
      be prorated shall include, without limitation, real estate taxes and personal
      property taxes with respect to the Property; expenses under all Service
      Contracts that are assumed by Buyer; and utility charges payable by the owner
      of
      the Property.

    


    
      	 	
              (B)

            	
              Real
                property taxes, personal property taxes, special assessment districts,
                improvement district assessments, association dues and fees, and
                public
                improvement bonds applicable to the Property (collectively referred
                to as
                “Periodic Taxes and Assessments”) will be prorated between Seller and
                Buyer as of the Closing Date, based upon the actual amount of taxes
                (excluding interest and penalties) that are due and payable on the
                Property for the year in which the closing occurs or, if this amount
                is
                not available, an estimate of the taxes based upon the best available
                information to Escrow Agent. In addition to Seller being responsible
                to
                fully pay and release any Seller liens, Seller will be responsible
                for the
                payment of: (i) all Periodic Taxes and Assessments that are attributable
                to the period of time prior to the Closing Date; and (ii) all penalties,
                late fees, and the like attributable to any Periodic Taxes and Assessments
                that were not paid when due. Buyer will be responsible for the payment
                of
                all Periodic Taxes and Assessments that are attributable to the period
                of
                time on and after the Closing Date.


            


    

    


    
      	 	
              (C)

            	
              If
                possible, in lieu of prorating utility charges, utility readings
                will be
                taken on the day prior to the Closing Date. Seller shall pay the
                charges
                for utility services based on such reading, and Buyer shall contract
                for
                such utilities and pay all utility expenses incurred after the Closing
                Date.

            


    

    


    
      	 	
              (D)

            	
              At
                the Closing, the net adjustment by reason of the closing costs incurred
                by
                the parties and by the foregoing prorations and apportionments, if
                in
                favor of Seller, shall be paid in immediately available funds to
                Escrow
                Agent, or, if in favor of Buyer, shall be paid by set off against
                the cash
                portion of the Purchase Price due at
                Closing.

            


    

    


    
      	
              6.

            	
              CONTINGENCY
                PERIOD AND CLOSING DATE

            


    

    


    
      	 	
              (A)

            	
              The
                “Contingency Period” for the purposes of this Agreement will expire at
                5:00 p.m. (Arizona time) forty five (45) days after the Opening Date.
                In
                the event Buyer determines for any reason whatsoever that the Property
                or
                its condition is unsatisfactory or deficient in any respect, Buyer
                may
                elect to terminate this Agreement by delivering written notice thereof
                to
                Seller prior to the expiration of the Contingency Period. Buyer's
                failure
                to timely give such notice of termination shall be deemed Buyer’s approval
                of the Property and waiver of this Section 6. If Buyer elects to
                terminate
                this Agreement pursuant to this paragraph, the Escrow Agent shall
                immediately refund the Earnest Money to Buyer and, except as may
                otherwise
                be expressly provided in this Agreement, the parties shall thenceforth
                have no further rights or obligations under this
                Agreement.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	 	
              (B)
                

            	
              The
                completion of the purchase and sale transaction described in this
                Agreement (“Close of Escrow”) will occur on a date selected by the Buyer
                that is reasonably acceptable to Seller (“Closing Date”), which date shall
                be no later than thirty (30) days after the expiration of the Contingency
                Period.

            


    

    


    
      	
              7)

            	
              DUE
                DILIGENCE

            


    

    


    This
      Agreement and any liability on behalf of the Buyer in connection therewith,
      is
      contingent upon Buyer receiving the following items and being satisfied, or
      waiving satisfaction, in its sole discretion, with the condition of the
      Property, before the expiration of the Contingency Period:

     

    
      	 	
              (A)

            	
              Within
                five (5) calendar days after the Opening Date, Seller shall deliver
                to Buyer true and complete copies (including all modifications and
                correspondence) of the following documents to the extent possessed
                by
                Seller (the “Property Documents”):

            


    

    


    (i) Copies
      of
      all Service Contracts, licenses and permits affecting the ownership, use,
      operation, maintenance, repair and development of the Property;

    


    (ii) Copies
      of
      all insurance policies now in effect with respect to the Property, copies of
      any
      claims with respect to such policies;

    


    (iii) All
      required governmental approvals and permits obtained to date and all notices
      and
      correspondence to and from any governmental agencies or the insurers of the
      Property relating to the use of the Property;


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (iv) Copies
      of
      all documents relating to zoning of the Property, including any special use,
      nonconforming use or zoning variance granted with respect to the
      Property;

    


    (v) Any
      currently existing plans and specifications for the improvements, any
      engineering reports, any mechanical reports (including HVAC), roof reports,
      seismographic reports, ADA compliance reports, and any architects’
certifications, certifying the square footage of the improvements;

    


    (vi) All
      studies and reports relating to (a) hazardous or toxic materials or otherwise,
      including all Phase I and Phase II environmental reports, (b) water, sewage
      and
      drainage, or (c) which may in any way affect the Buyer’s use of the
      Property;

    


    (vii) Copies
      of
      real estate tax bills (including special assessments) for the prior
      year;

    


    (viii) Any
      construction warranties, including roof, building systems and
      landscaping;

    


    (ix) An
      estimate of the future allocation of common area expenses, which may be more
      thoroughly set forth in the CC&Rs (defined below); and


    
      
        
        

      

      
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    (x) Copies
      of
      all building plans, diagrams and drawings, including mechanical, electrical,
      HVAC and communications systems.

    


    Seller's
      obligation to provide Buyer with the Property Documents only extends to such
      documents that are in Seller’s possession. Seller’s inability to deliver or
      cause to be delivered any documents described in this Section 7 because it
      does
      not possess such documents shall not (a) extend the Contingency Period, or
      (b)
      constitute a default by Seller hereunder, and in the event of such failure,
      Buyer’s sole remedy shall be to terminate this Agreement prior to the end of the
      Contingency Period and have the Earnest Money refunded to Buyer.

    


    
      	 	
              (B)

            	
              During
                the Contingency Period Buyer shall have the right to physically inspect,
                and to cause one or more engineers or other representatives of Buyer
                to
                physically inspect, the Property without interfering with Seller's
                operation of the Property and to make such other review of information
                concerning the Property provided by the Seller and related information
                as
                Buyer deems necessary. All inspection fees, appraisal fees, engineering
                fees and other expenses of any kind incurred by Buyer relating to
                the
                inspection of the Property will be solely Buyer's expense. Seller
                shall
                cooperate with Buyer in all reasonable respects in making such
                inspections; however, Seller shall not be obligated to expend funds
                or
                other costs in connection with such cooperation. Seller hereby reserves
                the right to have a representative present at the time Buyer conducts
                any
                inspection of the Property. Buyer shall notify Seller not less than
                one
                (1) business day in advance of making any such inspection. Buyer
                agrees to
                indemnify and hold Seller, its tenants, contractors and employees,
                harmless from any and all injuries, losses, liens, claims, judgments,
                liabilities, costs, expenses or damages (including reasonable attorneys'
                fees and court costs) sustained by or threatened against Seller to
                the
                extent such result from or arise out of any inspections by Buyer
                or its
                authorized representatives pursuant to this paragraph b); provided
                that
                Buyer’s liability hereunder shall not extend to any injuries, losses,
                liens, claims, judgments, liabilities, costs, expenses or damages
                that
                arise as a result of the presence of hazardous materials on the Property
                that are uncovered as part of Buyer’s inspection.
                

            


    

    


    
      	 	
              (C)

            	
              All
                information disclosed by Seller to Buyer pursuant to paragraphs (A)
                and
                (B) above shall be treated by Buyer as confidential and secret and
                shall
                not be revealed or disclosed by Buyer to any third party whatsoever,
                provided, however, that such information may be disclosed to prospective
                lenders, investors, legal counsel, consultants or assignees of Buyer
                provided such third parties agree to maintain the confidentiality
                of such
                information. The aforesaid obligation of confidentiality shall not
                apply
                to any part of the information provided to Buyer that Buyer can prove
                by
                clear and convincing evidence was or has become publicly available
                through
                no fault of Buyer.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	 	
              (D)

            	
              Within
                five (5) days from the Opening Date, Escrow Agent shall deliver to
                Buyer
                and Seller a current Commitment for Title Insurance or a Preliminary
                Title
                Report, together with legible copies of all documents referred to
                therein
                (collectively, the "Title Report") from the Title Insurer. The Title
                Report shall show the status of title to the Property as of the date
                of
                the Title Report and shall list Buyer as the proposed
                insured.

            


    

    


    
      	 	
              (E)

            	
              Within
                thirty (30) days from the Opening Date, Seller, at Seller’s sole cost and
                expense, shall deliver to Escrow Agent and Buyer a current ALTA survey
                of
                the Property (the "Survey"). In addition, as a condition to Closing,
                Seller, at Seller’s sole cost and expense, shall cause the real property
                of which the Property is a part to be legally subdivided (the “Lot
                Split”), and shall cause the revised legal descriptions for the Property
                after the Lot Split and the location of the Lot Split to be shown
                on the
                Survey. Seller reserves the right to record such customary covenants,
                conditions, easements and restrictions (“CC&Rs”) as Seller deems
                reasonably necessary relating to the Lot Split, each of which shall
                be
                subject to the prior approval of Buyer. Seller shall use diligent
                and
                commercially reasonable good faith efforts to complete the Lot Split
                as
                promptly as possible after the Opening Date. If, notwithstanding
                such
                efforts, Seller is unable to complete the Lot Split by the Closing
                Date,
                then Buyer shall have the right to either grant an extension of the
                Closing Date or cancel this Agreement and receive the return of its
                Earnest Money.

            


    

    


    
      	 	
              (F)

            	
              Buyer
                shall have a period of time beginning upon its receipt of the Title
                Report
                and legible copies of all documents referred to therein, and ending
                at the
                later of (i) ten (10) business days following Buyer's receipt of
                both the
                Title Report and the Survey, or (ii) 5:00 p.m., Mountain Standard
                Time,
                five (5) days prior to the date the Contingency Period expires (the
                "Title
                Review Period"), to review the Title Report and to give Seller and
                Escrow
                Agent notice of any title exception which is unacceptable to Buyer.
                Buyer
                shall have an additional five (5) business days after each receipt
                of any
                amended Title Report and any underlying documents relating to such
                amendment and/or any amended Survey to give Seller and Escrow Agent
                notice
                of any title exception not previously listed that is unacceptable
                to Buyer
                (including, without limitation, any exception discovered by Title
                Insurer’s physical inspection of the Property or any so-called “survey
                exception” added to the Title Report or any amended Title Report). If
                Buyer gives notice of dissatisfaction as to any exception to title
                as
                shown in the Title Report or any amended Title Report or amended
                Survey,
                Seller shall notify Buyer in writing prior to the end of the Contingency
                Period (or within three (3) business days of Seller's receipt of
                any
                objection given by Buyer after the end of the Contingency Period,
                but in a
                timely manner as provided herein) that (i)
                it will eliminate such objections by the
                Closing Date or (ii) it is unwilling or unable to eliminate such
                objections. Buyer's failure to timely approve or disapprove any exception
                shall be deemed Buyer’s approval thereof. Upon any cancellation in
                accordance with this Section, Escrow Agent shall, without further
                instruction from either party, return the Earnest Money (or so much
                thereof as has been deposited into escrow) and all interest earned
                thereon
                together with all documents deposited in escrow by Buyer to Buyer,
                return
                all documents deposited in escrow by Seller to Seller, and this Agreement
                and the escrow shall terminate.

            


    


    
      
        
        

      

      
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              8)

            	
              TITLE

            


    

    


    Conveyance
      of the Property shall be by Special Warranty Deed in the form of Exhibit "B"
      attached hereto (the “Deed”). Seller
      shall cause Escrow Agent to provide Buyer with an ALTA extended coverage owner's
      policy of title insurance (the "Owner's Title Policy") at the Closing or as
      soon
      thereafter as is reasonably possible. The Owner's Title Policy shall be issued
      by the Title Insurer in the full amount of the Purchase Price, be effective
      as
      of the Closing Date, and shall insure Buyer that fee simple title to the
      Property is vested in Buyer, subject only to: (i) the usual printed exceptions
      and exclusions contained in such title insurance policies; (ii) the exceptions
      to title approved by Buyer as provided for in paragraph 7 (f) above; and (iii)
      any other matter approved in writing by Buyer or resulting from the acts of
      Buyer or Buyer's agents. Seller
      shall pay for the
      cost
      of the Owner's Title Policy.

    


    
      	
              9)

            	
              DEFAULTS

            


    

    


    In
      the
      event of a default in performance by Seller, Buyer’s sole remedy shall be either
      (i) cancellation of this Agreement with the return of Buyer’s Earnest Money,
      plus reimbursement of up to $25,000 for out-of-pocket costs of Buyer incurred
      in
      connection with the transaction contemplated by this Agreement, including
      Buyer's attorneys' fees and costs, or (ii) file suit for specific performance
      of
      this Agreement, plus reimbursement of up to $25,000 for additional costs
      incurred by Buyer as a result of Seller's defaults under this Agreement, plus
      Buyer's attorneys' fees and costs directly related to the suit for specific
      performance. In the event of a default in performance by Buyer, Seller’s sole
      recourse and remedy shall be cancellation of this Agreement and forfeiture
      of
      Buyer’s Earnest Money.

    


    
      	
              10)

            	
              ENFORCEMENT

            


    

    


    If
      either
      party finds it necessary to have legal counsel engage in enforcing or if any
      action is brought to enforce this Agreement or any provision thereof to rescind
      the same, to collect damages for an alleged breach thereof or for a declaratory
      judgment thereunder, the prevailing party in such action shall be entitled
      to
      reasonable legal fees in addition to costs and expenses of enforcement and/or
      suit. This Agreement shall be governed by the laws of the State of Arizona.
      The
      parties agree that the exclusive venue for any disputes that may arise in
      connection with this Agreement shall be the state and federal courts located
      in
      Maricopa County, Arizona.


    
      
        
        

      

      
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              11)

            	
              OTHER
                AGREEMENTS

            


    

    


    Seller
      shall not enter into any contracts, leases, agreements or amendments to existing
      agreements or encumbrances affecting the Property while this Agreement remains
      in force prior to the Closing of this transaction without promptly informing
      Buyer in writing of all such actions. Except as provided in paragraph 18, Buyer
      shall have no right to approve of such transactions. Buyer shall not enter
      into
      any agreements that would threaten the security of (or decrease in any way)
      Seller’s right, title and interest in and to the Property prior to payment of
      the full Purchase Price therefor.

    


    
      	
              12)

            	
              NOTICES

            


    

    


    All
      notices, elections, demands or other statements this Agreement requires or
      permits either party to give to the other shall be in writing and shall be
      personally delivered, deposited in a regularly maintained receptacle of the
      United States Mail in a sealed wrapper with first class and certified or
      registered postage applied, prepaid, return receipt requested, or be transmitted
      by telegram, an express courier carrier, or facsimile, which shall provide
      a
      receipt for delivery. Any person entitled to notice hereunder may from time
      to
      time designate to the others, in writing given in accordance with this
      paragraph, a different address for service of notice. All notices, elections,
      demands or other writings shall be deemed served upon receipt at the address
      designated herein as subsequently designated in accordance herewith. Notices
      are
      to be addressed to the respective parties as follows:

     

    
      	
            	Seller:	
              Presson
                Advisory, LLC

            


    

    c/o
      Presson Corporation

    Attn:
      Daryl R. Burton

    2122
      E.
      Highland, Suite 400

    Phoenix,
      Arizona 85016

    Telephone:
      (602) 263-6000

    Fax:
      (602) 265-6001 

    


    with
      a
      copy to:

    


    James
      M.
      Barrons

    Mariscal
      Weeks McIntyre & Friedlander PA

    2901
      N.
      Central Ave., Suite 200

    Phoenix,
      Arizona 85012-2705

    Telephone:
      (602) 889-5342

    Fax:
      (602) 285-5100


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Buyer:

            	
              OrthoLogic
                Corp.

            


    

    Attn:
      Les
      M. Taeger

    1275
      West
      Washington Street

    Tempe,
      Arizona 85281

    Telephone:
      (602) 286-5414

    Fax:
      (602) 926-2641

    


    with
      a
      copy to:

    


    Robert
      S.
      Bornhoft

    Quarles
      & Brady LLP

    Two
      North
      Central Ave.

    Phoenix,
      Arizona 85004-2391

    Telephone:
      (602) 230-5576

    Fax:
      (602) 420-5172

    


    


    
      	
              13)

            	
              INTEGRATION

            


    

    


    All
      inducements, covenants, promises and warranties have been reduced to writing
      herein. This Agreement constitutes the entire Agreement between the parties.
      Further, neither Buyer nor Seller is acting on any legal, economic, financial,
      value or tax advice from the Broker(s). All parties hereto acknowledge receiving
      a copy of this Agreement with all signatures thereon and initials
      affixed.

    


    
      	
              14)

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

    


    Seller
      represents and warrants as of the date of this Agreement and as of the Closing
      Date:

    


    
      	 	
              (A)

            	
              Seller
                has not received notice from any governmental agency or official,
                whether
                federal, state or local, nor does the Seller have actual knowledge,
                that
                the Property or any operations conducted thereon, whether currently
                or in
                the past, are or were in violation of any law, rule, ordinance or
                regulation, including, without limitation, building
                codes.

            


    

    


    
      	 	
              (B)

            	
              Except
                as reflected in the Title Report, Seller has not entered into any
                unrecorded contracts, options, rights of first refusal, leases, easements,
                conveyances or other agreements affecting the use, title, occupancy
                or
                development of and rights appurtenant to the
                Property.

            


    

    


    
      	 	
              (C)

            	
              Seller
                has no Knowledge (defined below) of any defective condition, structural
                or
                otherwise, with respect to the
                Property

            


    

    


    
      	 	
              (D)

            	
              There
                is no action, suit or proceeding pending or, to the Knowledge of
                Seller,
                threatened against or affecting Seller or the Property or any of
                the
                Service Contracts, or relating to or arising out of the ownership,
                management or operation of the Property, in any court or before or
                by any
                federal, state, county or municipal department, commission, board,
                bureau
                or agency or other governmental
                instrumentality.

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (E)

            	
              Seller
                has not received any written notice of any condemnation proceeding
                or
                other proceedings in the nature of eminent domain (“Taking”) in connection
                with the Property, and to Seller’s Knowledge no Taking has been
                threatened.

            


    

    


    
      	 	
              (F)

            	
              To
                Seller’s Knowledge, except as set forth in any environmental reports
                actually delivered to Buyer as part of the Property Documents, the
                Property and all activities and conditions at the Property are in
                compliance with the Comprehensive Environmental Response, Compensation
                and
                Liability Act, 42 U.S.C. §§9601 et seq.,
                as amended from time to time (“CERCLA”), the Resource Conservation and
                Recovery Act, 42 U.S.C. §§6901 et seq.,
                as amended from time to time (“RCRA”), the Clean Water Act, 33 U.S.C.
                §§1251 et seq.,
                as amended from time to time, the Clean Air Act, 42 U.S.C. §§7401 et seq.,
                as amended from time to time, the Toxic Substances Control Act, 15
                U.S.C.
                §§2601 et seq., as amended from time to time, and with all other federal,
                state and local environmental statutes, ordinances, regulations,
                orders
                and requirements of common law, including without limitation: (A)
                those
                relating to the construction, operation, maintenance or repair of
                any
                improvements or equipment or other personal property, (B) the discharge,
                emission or release of any contaminant to the air, soil, surface
                water or
                ground water; the discharge of any dredge or fill material to a wetland
                or
                other water of the United States, (C) the storage, treatment, disposal
                or
                handling of any contaminant, or (D) the construction, operation,
                maintenance or repair of aboveground or underground storage
                tanks

            


    

    


    
      	 	
              (G)

            	
              The
                execution and delivery of this Agreement and the performance by Seller
                of
                its obligations under it have been duly authorized by all requisite
                limited liability company action, and will not conflict with or result
                in
                a breach of any of the terms, conditions or provisions of the Articles
                of
                Organization or Operating Agreement of Seller, and will not conflict
                with
                or result in a breach of any law, regulation or order, or any agreement
                or
                instrument to which Seller is a party or by which Seller is bound
                or the
                Property is subject; and this Agreement and the documents to be delivered
                by Seller pursuant to this Agreement, will each constitute the legal,
                valid, and binding obligations of Seller, enforceable in accordance
                with
                their respective terms, covenants, and
                conditions.

            


    

    


    For
      purposes of this Agreement, “Knowledge” means the
      current actual knowledge of Daryl R. Burton, who, directly or indirectly, owns
      the controlling interest in Seller (the "Seller's
      Representative")
      and
      shall not be construed, by imputation or otherwise, to refer to the knowledge
      of
      Seller or of any other officer, agent, representative, employee or advisor
      of
      Seller, or of any attorney or advisor to Seller, or impose upon the Seller's
      Representative any duty to inquire into or investigate the matter to which
      such
      actual knowledge, or absence thereof, pertains, and Seller's Representative
      shall have no liability with respect to statements, representations and
      warranties made herein. Buyer
      by
      execution of this Agreement acknowledges that it has the right to inspect the
      Property has provided herein. Except as otherwise expressly provided herein,
      Seller hereby specifically disclaims any warranty, guaranty representation,
      oral
      or written, past, present or future, of, to or concerning the nature and
      condition of the Property, including, without limitation, the water, soil and
      geology, and the existence of any environmental hazards or conditions thereon
      (including the presence of asbestos) or compliance with all applicable Laws.
      Buyer acknowledges that it is relying solely on its own inspections of the
      Property if any, and on any environmental reports it procures in determining
      the
      condition of the Property, it being expressly agreed and understood that Seller
      shall not be liable and hereby disclaims any liability for the completeness,
      accuracy, or inaccuracy of the information set forth in such reports.
All
      warranties and representations, including those enumerated above, shall survive
      Closing.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	
              15)

            	
              INSURANCE

            


    

    


    Seller
      shall assign all existing casualty insurance on the Property to Buyer at
      Closing, if Buyer so desires and to the extent assignable.

     

    
      	
              16)

            	
              CASUALTY

            


    

    


    In
      the
      event of damage to or destruction of all or any portion of the Property by
      fire
      or other casualty, Seller will promptly notify Buyer of the nature and extent
      of
      such damage or destruction, the amount estimated to be expended to repair or
      restore the damaged or destroyed Property or portion thereof, the amount, if
      any, of insurance proceeds that are available to make such repairs or
      restoration and the estimated period of time it would take to make such repairs
      and restoration. If the damage by fire or other casualty to the Property has
      not
      been repaired to the satisfaction of Buyer prior to the Closing hereunder,
      Buyer, in its sole discretion, may elect either to terminate this Agreement
      and
      receive a full refund of the Earnest Money or to proceed with Closing. If Buyer
      elects to proceed with Closing, this Agreement shall remain in full force and
      effect and Seller shall assign to Buyer any and all receipts of and claims
      for
      the insurance proceeds of such damage to or destruction of the Property, and
      Buyer shall take title to the Property with the assignment of such proceeds
      and
      subject to such damage to or destruction of the Property without reduction
      of
      the Purchase Price.

    


    
      	
              17)

            	
              CLOSING
                DOCUMENTS AND ITEMS

            


    

    


    
      	 	
              (A)

            	
              Seller’s
                Closing Documents and Items. By
                no later than the Closing Date, Seller will deliver physical possession
                of
                the Property to Buyer and also will execute, acknowledge (where
                applicable), and deliver to Escrow Agent the following documents
                and
                items:

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    1)   The
      Deed;

    


    2)   The
      Assignment and Assumption of Contracts (and Seller shall also deliver to Buyer
      at Closing evidence of Seller’s termination of those Service Contracts not
      assumed by Buyer and payment of all sums owing to the parties to such Service
      Contracts);

    


    3)   Limited
      liability company authorizations and corporate resolutions from Seller
      authorizing the consummation of this sale;

    


    4)   An
      Affidavit of Property Value;

    


    5)   A
      Non-Foreign Affidavit stating, under the penalty of perjury, that Seller is
      not
      a “foreign person” as defined in Section 7701 and Section 1445 of the Internal
      Revenue Code of 1986 (as may be amended from time to time) (“Code”) or any other
      evidence that Buyer is not required to withhold taxes from the purchase price
      under the Code;

    


    6)   An
      approved closing settlement statement; 

    


    7)   Payment
      to Escrow Agent of all escrow fees and all recording costs for the transaction
      (all such items to be paid by Seller notwithstanding any contrary custom for
      the
      payment of any such amounts); 

    


    8)   A
      mutual
      cross easement agreement in a form mutually agreed to by the parties during
      the
Contingency
      Period
      (the
      "MCEA"); and

    


    9)   Any
      other
      documents that may be reasonably necessary or appropriate to perform and satisfy
      the obligations of Seller under this Contract.

    


    
      	 	
              (B)

            	
              Buyer’s
                Closing Documents and Items.
                By no later than the Closing Date, Buyer will deliver to Escrow Agent
                the
                following documents and items:

            


    

    


    (1)   The
      Closing Payment;

    


    (2)   The
      fully
      executed Assignment and Assumption of Contracts;

    


    (3)   An
      Affidavit of Property Value;

    


    (4)   Appropriate
      evidence of due authorization and proper formation of Buyer;

    


    (5)   An
      approved closing settlement statement;


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (6)   The
      MCEA;
      and

    


    (7)   Any
      other
      documents that may be reasonably necessary or appropriate to perform and satisfy
      the obligations of Buyer under this Contract.

    


    
      	 	
              (C)
                

            	
              Title
                Policy.
                Concurrent with the Close of Escrow, Escrow Agent will irrevocably
                commit
                to issue to Buyer an extended coverage owner’s policy of title insurance
                in the amount of the Total Purchase Price insuring that Buyer is
                the owner
                of fee simple title to the Property, subject only to Escrow Agent’s
                standard exceptions and exclusions and those matters approved or
                deemed
                approved by Buyer and all endorsements required by Buyer (referred
                to as
                the “Title Policy”). The cost of the Title Policy will be paid by Seller.
                The obligation to provide the Title Policy will be satisfied if,
                at the
                Close of Escrow, Escrow Agent gives a binding commitment to issue
                the
                Title Policy in the form required under the Contract. Escrow Agent
                agrees,
                within a reasonable time following the Close of Escrow, to deliver
                the
                Title Policy to Buyer and, as applicable,
                Lender.

            


    

    


    
      	 	
              (D)

            	
              Closing.
                When Escrow Agent holds each of the closing documents listed under
                paragraphs (A) and (B) and is committed to issue the title policy
                described in (C) above, Escrow Agent is authorized to complete the
                Close
                of Escrow by:

            


    

    


    (1)   Recording
      and delivering to Buyer the special warranty deed for the Property and the
      Affidavit of Property Value;

    


    (2)   Recording
      and documents related to the assumption of the Existing Loan;

    


    (3)   Issuing
      or irrevocably committing to issue the title policy described in paragraph
      18(C)
      to Buyer;

    


    (4)   Delivering
      to Buyer and Seller a final closing settlement statement in a form and content
      approved by Buyer and Seller;

    


    (5)   Delivering
      to Seller, in immediately available funds, the Total Purchase Price, less only
      the amounts necessary to pay off any Seller liens, those delinquent taxes and
      assessments (if any) that Seller is required to pay and Seller’s closing costs
      and expenses (as allocated and prorated in this Agreement; and

    


    (6)   Delivering
      to Seller and Buyer fully executed (where applicable) copies of the closing
      documents.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	
              18)

            	
              OPERATIONS
                PENDING CLOSING

            


    

    


    
      	 	
              (A)

            	
              Pending
                Closing, Seller agrees that it will (i) carry on the business of
                Seller
                with respect to the Property in substantially the same manner as
                Seller
                has heretofore conducted such business and will not introduce any
                new
                method of management, operation, or accounting with respect to the
                Property; (ii) at its sole cost, maintain the Property in its present
                condition, normal wear and tear and casualty damage and condemnation
                excepted; (iii) maintain all insurance now in force with respect
                to the
                Property, and (iv) in a timely manner, comply with the terms of all
                Service Contracts and perform all of its contractual obligations
                with
                respect to the Property.

            


    

    


    
      	 	
              (B)

            	
              From
                and after the Opening of Escrow until Closing, Seller shall not enter
                into
                any new contracts relating to the Property or any new leases for
                any
                portion of the Property without prior written approval of
                Buyer.

            


    

    


    
      	
              19)

            	
              INTENTIONALLY
                DELETED

            


    

    


    
      	
              20)

            	
              CONDEMNATION

            


    

    


    As
      of the
      date of Acceptance, Seller has no knowledge of any pending condemnation
      proceeding respecting any portion of the Property nor any contemplated to be
      initiated between the date of Acceptance and the date of Closing. If, prior
      to
      Closing, any condemning authority shall serve notice with respect to, or shall
      take all or any portion of the Property, Buyer may, at Buyer’s sole option,
      elect to cancel this Agreement by written notice to Seller and/or Escrow Agent
      prior to Closing, in which event all proceeds of such taking shall be paid
      over
      to Seller. In the event Buyer does not so cancel, said proceeds shall be paid
      to
      Buyer.

    


    
      	
              21)

            	
              FOREIGN
                INVESTMENT

            


    

    


    Seller
      warrants that it is not a foreign person within the meaning of a Foreign
      Investment in Real Property Act (FIRPTA) and Internal Revenue Code Section
      1445.

     

    
      	
              22)

            	
              TIME

            


    

    


    Time
      is
      of the essence with regard to the performance by the parties of their respective
      obligations under this Agreement.

     

    
      	
              23)

            	
              AUTHORITY
                TO SIGN AND METHOD OF EXECUTION

            


    

    


    The
      persons executing this Agreement represent and warrant that each has full power
      and authority to execute and deliver this Agreement and all documents
      contemplated hereby and to take all other actions necessary or desirable to
      complete this transaction on behalf of Buyer or Seller, as applicable, all
      of
      which shall be valid and binding on Buyer or Seller, as applicable, without
      the
      approval of any person or entity, including any bankruptcy or probate court,
      or
      the taking of any other action, except as otherwise expressly set forth
      herein.
      The
      parties agree that this Agreement may be executed in counterparts and it shall
      be effective upon exchange of facsimile signatures of the parties between the
      respective Brokers identified below. The parties also agree to mail a copy
      of
      this Agreement with an original signature to each other but failure to do this
      act shall not affect the validity of the Agreement. 


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	
              24)

            	
              BINDING
                EFFECT

            


    

    


    This
      Agreement is binding upon the parties hereto, their heirs, successors, personal
      representatives and assigns.

    


    
      	
              25)

            	
              COMMISSIONS

            


    

    


    Each
      of
      the parties hereto warrants that they have not dealt with any real estate broker
      in reference to this transaction except Grubb & Ellis/BRE Commercial, LLC
      (Steve Mardian and Jeff Wentworth) and Commercial Properties, Inc. (Leroy
      Brienholt) (the “Brokers”). On Closing and not before, Seller agrees to pay the
      commission due to Brokers of: Grubb & Ellis/BRE Commercial, LLC $85,000.00;
      and Commercial Properties, Inc. $85,000.00. If
      any
      person other than the Brokers shall assert a claim to a finder's fee, brokerage
      commission, or any other compensation on account of alleged employment as a
      finder or broker or performance of services as a finder or broker in connection
      with this transaction, the party under whom the finder or broker is claiming
      shall indemnify and hold the other party harmless from and against any such
      claim and all costs, expenses and liabilities incurred in connection with such
      claim or any action or proceeding brought on such claim, including, but not
      limited to, counsel and witness fees and court costs in defending against such
      claim. This indemnity shall survive the Closing or cancellation and termination
      of this Agreement and the escrow. By
      execution hereof, Brokers agree to the terms hereof and to keep this Agreement
      confidential and not disclose the terms hereof to any third party.

    


    
      	
              26)

            	
              ASSIGNMENT

            


    

    


    Buyer
      may not
      assign its rights under this Agreement prior to Closing without the prior
      written consent of Seller, which consent may be granted or withheld in the
      Seller’s sole discretion. Notwithstanding the foregoing to the contrary, Buyer
      shall have the right, without Seller's consent, to assign its rights under
      this
      Agreement prior to Closing to any entity in which it has an ownership interest
      and over which it exerts management control. No assignment of Buyer’s rights
      hereunder shall be effective unless and until: (i) Buyer’s assignee assumes, in
      writing, all of the obligations of Buyer under this Agreement; and (ii) there
      is
      delivered to Seller an original executed counterpart of the instrument whereby
      Buyer assigns its rights hereunder and whereby Buyer's assignee assumes the
      obligations of Buyer hereunder. Any purported assignment made by Buyer in
      violation of the provisions of this Paragraph 26 shall be void and shall vest
      no
      rights whatsoever in the purported assignee.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    27) Entire
      Agreement; Governing Law.
      This
      Agreement contains the entire understanding of the parties with respect to
      the
      subject matter hereof, supersedes all prior or other negotiations,
      representations, understandings and agreements of, by or among the parties,
      express or implied, oral or written, which are fully merged herein.

    


    28) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original as against any party whose signature appears thereon,
      and all of which shall together constitute one and the same
      instrument.

    


    29) Exhibits.
      All
      exhibits attached to this Agreement are incorporated by reference into and
      made
      a part of this Agreement.

    


    31) No
      Waiver.
      Neither
      the failure nor any delay on the part of either party to this Agreement to
      exercise any right, remedy, power or privilege under this Agreement shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      right, remedy, power or privilege preclude any other or further exercise of
      the
      same or of any other right, remedy, power or privilege, nor shall any waiver
      of
      any right, remedy, power or privilege with respect to any occurrence be
      construed as a waiver of any such right, remedy, power or privilege with respect
      to any other occurrence. No waiver shall be effective unless it is in writing
      and is signed by the party asserted to have granted such waiver.

    


    
      	
              32)

            	
              TAX
                DEFERRED EXCHANGE

            


    

    


    If
      either
      or both Seller or Buyer so requests, the other party shall cooperate with the
      requesting party to the extent reasonably necessary for the requesting party
      to
      qualify all or a portion of the sale or purchase of the Property as a tax
      deferred exchange within the meaning of Internal Revenue Code Section 1031;
      provided, however, that the non-requesting party shall not be obligated to
      take
      title to a property other than the Property, incur
      any
      additional expense (including attorneys' fees) or liability on account of its
      accommodation of the requesting party nor shall such tax deferred exchange
      delay
      the Closing Date.

     

    (signature
      page follows)


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement, the day and year
      above written.

     

    SELLER:

    


    PRESSON
      ADVISORY, LLC

    
      	
              By:

            	
              Presson
                Corporation 

            	 
	 	
              its
                Manager

            	 


    

    


    


    
      	 	
              By:

            	
              /s/
                Daryl R. Burton

            	 
	 	 	
              Daryl
                R. Burton, President

            	 


    

    


    BUYER:

    


    ORTHOLOGIC
      CORP. 

    
 

    
      	
              By:

            	
              /s/
                Les M. Taeger

            	 
	
              Print
                Name:

            	
              Les
                M. Taeger

            	 
	
              Title:

            	
              SVP
                and CFO

            	 


    

    


    


    APPROVED
      and ACCEPTED this 6th
      day
      of

    March,
      2007 by:

    


    Land
      America Lawyers Title

    


    


    
      	
              By:

            	
              /s/
                Patti Casillas

            	 
	 	
              Escrow
                Agent

            	 


    

    

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

     

    ACCEPTANCE
      BY BROKER

    


    The
      provisions of this Agreement relating to the payment of brokerage commissions,
      including without limitation Paragraph 25 hereinabove, and confidentiality
      are
      hereby agreed to by the undersigned. The undersigned further agrees that it
      shall have no claim for a commission or other sum in connection with this
      transaction except as expressly set forth in Paragraph 25 of this Agreement
      and
      any separate written agreement with Seller. The undersigned waives, discharges
      and releases Seller and Buyer from any and all obligations whatsoever regarding
      the payment to the undersigned of any real estate brokerage commission in
      connection with the transaction except as expressly set forth in this Agreement.
      Furthermore, the signature of the undersigned shall not be required with respect
      to any termination, modification or amendment of this Agreement.

    


    


    
      	
              Grubb
                & Ellis/BRE Commercial, LLC 

            	 	
              Commercial
                Properties, Inc.

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	
              /s/
                Steve Mardian

            	 	
              By:

            	
              /s/
                Leroy Breinholt

            	 
	
              Name:

            	 	 	
              Name:

            	 	 
	
              Title:

            	 	 	
              Title:

            	 	 


    

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      "A"

    


    [Legal
      Description of Property to be attached

    by
      Escrow Agent after the completion of the Lot Split]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      "B"

    When
      recorded, return to:

    
      	 
	 
	 


    

    


    


    SPECIAL
      WARRANTY DEED

    


    For
      the
      consideration of the sum of Ten Dollars ($10.00) and other valuable
      consideration, Presson Advisory, LLC, an Arizona limited liability company
      ("Grantor"), does hereby grant, sell and convey unto OrthoLogic Corp., the
      following described real property located in Maricopa County,
      Arizona:

    


    See
      Exhibit
      "A"
      attached
      hereto and by this reference made a part hereof (the "Property")

    


    together
      with all rights, easements and privileges appurtenant thereto.

    


    SUBJECT
      TO: current taxes and other current assessments; patent reservations; all
      covenants, conditions, restrictions, reservations, easements and declarations,
      encumbrances, liens, obligations, liabilities or other matters of record or
      to
      which refer-ence is made in the public record (specifically excluding, however,
      all mortgages and deeds of trust executed by Grantor); any and all conditions,
      easements, encroachments, rights-of-way; and the applicable zoning and use
      regulations of any municipality, county, state, or the United States affecting
      the Property; and

     

    Grantor
      warrants the title to the Property against all acts of Grantor and none other
      subject only to the matters above set forth. 

    


    IN
      WITNESS WHEREOF, the Grantor has caused these presents to be executed this
      ___
      day of ______________, 2007.

    


    


    
      	 	
              PRESSON
                ADVISORY, LLC

            
	 	 	 	 
	 	
              By:

            	
              Presson
                Corporation 

            
	 	 	
              its
                Manager

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Daryl
                R. Burton, President

            


    

    

      
        
          
             

          

          
          

        

        
          C-1

          
            

          

        

        
          
          

          
          

        

      

    

     

    
      
        	 	
                STATE
                  of ARIZONA

              	
                )

              


      

      
        	 	
                )
                  ss.

              


      

      
        	
                County
                  of MARICOPA

              	
                )

              


      

       

    

    The
      foregoing instrument was acknowledged before me this ____ day of
      ______________________, 2007, by _______________________________, the President
      of Presson Corporation, Inc., an Arizona corporation, as Manager, on behalf
      of
      Presson Advisory, LLC, an Arizona limited liability company.

     

    
      	 	 	 
	 	 	
              Notary
                Public

            
	 	 	 
	 	 	 
	
              My
                Commission Expires:

            	 	 
	 	 	 
	 	 	 


    

    

      
        
          
             

          

          
          

        

        
          C-2

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      "A" TO SPECIAL WARRANTY DEED

    


    [Attach
      Legal Description of Property]

    

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      "C"

    


    ASSIGNMENT
      AND ASSUMPTION

    OF
      CONTRACTS

    


    


    THIS
      ASSIGNMENT AND ASSUMPTION OF CONTRACTS (the "Assignment") is made to be
      effective as of _____________________ , 2007 (the "Effective Date"), between
      Presson Advisory, LLC, an Arizona limited liability company ("Assignor"), and
      OrthoLogic Corp., an Arizona corporation ("Assignee").

    


    RECITALS:

    


    A.   Assignor
      is also assigning to Assignee and Assignee is assuming all of Assignor's
      interest and obligations in, to and under the “Contracts,” which are all more
      fully described on Exhibit
      "A"
      attached
      hereto and incorporated herein by this reference and which pertain to or arise
      out of the ownership, operation or maintenance of the real property legally
      described on Exhibit
      "B"
      attached
      hereto and incorporated herein by this reference (the "Property").

    


    AGREEMENTS:

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, Assignor and Assignee agree as set forth
      below.

    


    1.   Assignment
      of Contracts, Trademarks, Property Documents and Proceeds.
      Assignor assigns, conveys and transfers to Assignee, all of Assignor's right,
      title and interest in, to and under the Contracts, Trademarks, Property
      Documents and Proceeds.

    


    2.   Assumption
      of Contracts.
      Assignee assumes and agrees to pay all sums, and perform, fulfill and comply
      with all covenants and obligations to be performed and complied with by the
      holder of the interest of the person to whom service is due under the Contracts
      arising on or after the Effective Date.

    


    3.   Assignee's
      Indemnification of Assignor Under The Contracts.
      Assignee shall and does indemnify Assignor against, and agrees to hold Assignor
      harmless from, liabilities and losses incurred by Assignor as a result of claims
      brought against Assignor relating to causes of action under the Contracts that
      accrue from and after the Effective Date.


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    4.   Assignor's
      Indemnification of Assignee Under The Contracts.
      Assignor shall and does indemnify Assignee against, and agrees to hold Assignee
      harmless from, all liabilities and any losses incurred by Assignee as a result
      of claims brought against Assignee, as Assignor's successor in interest under
      the Contracts, relating to causes of action under the Contracts that accrued
      before the Effective Date.

    


    5.   Cooperation.
      Assignor covenants and agrees to reasonably cooperate with Assignee, upon
      Assignee's request, in making any claim or bringing any action under or on
      account of the Leases, Contracts, Tradenames or Proceeds or any of them;
      provided, however, it will be at no cost to Assignor.

    


    6.   Binding
      Effect.
      This
      Assignment shall inure to the benefit of and shall be binding upon the parties
      and their respective successors and assigns.

    


    7.   Counterparts.
      This
      Assignment may be executed in counterparts, each of which shall be deemed an
      original, but all of which shall constitute one and the same
      instrument.

    


    8.   Governing
      Law.
      This
      Assignment shall be governed by and construed in accordance with the laws of
      the
      State of Arizona.

    


    9.   Recitals.
      The
      Recitals set forth above are incorporated herein by this reference and are
      acknowledged by the parties to be true and correct.

    


    IN
      WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of
      the
      Effective Date.

    


    ASSIGNOR:

    


    
      	 	
              PRESSON
                ADVISORY, LLC

            	 
	 	 	 	 	 
	 	
              By:

            	
              Presson
                Corporation 

            	 
	 	 	
              its
                Manager

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	 	 
	 	 	 	
              Daryl
                R. Burton, President

            	 
	 	 	 	 	 
	 	 	
              Date:

            	 	 


    

    

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

    

     

    ASSIGNEE:

    


    
      	 	
              ORTHOLOGIC
                CORP. 

            	 
	 	 	 	 
	 	
               

            	 	 
	 	
              By:

            	 	 
	 	
              Print
                Name:

            	 	 
	 	
              Title:

            	 	 


    

    

      
        
          
             

          

          
          

        

        
          D-3

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      "A" TO ASSIGNMENT

    


    


    The
      "Contracts" include:

    


    (a)   All
      warranties and guaranties (the "Warranties and Guaranties") relating to those
      certain buildings and all other improvements now located on the Property
      (collectively, the "Buildings");

    


    (b)   The
      operations, supply, employment, maintenance, repair, service or other contracts
      and personal property leases relating to the Property and the Buildings and
      the
      ownership, operation and maintenance thereof listed on Schedule "A" attached
      to
      this Assignment (collectively, the "Service Contracts");

    


    (c)   All
      licenses and governmental approvals and permits of any nature relating to the
      Property or the Buildings (collectively, the "Permits");

    


    (d)   All
      contracts pertaining to the construction of the Buildings, together with all
      plans, specifications, drawings and architectural and engineering studies
      (collectively, the "Construction Documents").

    


    
      
        

      

    

     

    The
      term
      "Trademarks" shall include all tradenames or trademarks or servicemarks used
      in
      connection with the Property and the Buildings, to the fullest extent the same
      are assignable under applicable law.

    


    The
      term
      "Property Documents" shall have the same meaning as set forth in Paragraph
      7 of
      the
      Agreement.

    


    The
      term
      "Proceeds" includes all additions to, substitutions for and replacements of
      the
      items described above in this Exhibit
      "B,"
      including all proceeds of the Warranties and Guaranties. The term "Proceeds"
      also includes whatever is received or receivable if any of the foregoing is
      sold, transferred, exchanged or otherwise disposed of, whether such disposition
      is voluntary or involuntary.

    

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      "B" TO ASSIGNMENT

    


    [LEGAL
      DESCRIPTION OF PROPERTY]

    

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    SCHEDULE
      "A" TO ASSIGNMENT

     

    [ATTACH
      LIST OF SERVICE CONTRACTS TO BE ASSUMED BY ASSIGNEE PURSUANT TO THE
      AGREEMENT]