Exhibit 10.4

                               MULTI-TENANT LEASE

     This lease is made as of the 28th day of January 2004, by and between First
Industrial, L.P., a Delaware limited partnership ("Landlord) and Zynex Medical,
Inc., a Colorado corporation, ("Tenant").

1.   Basic Provisions: In addition to other terms which are defined elsewhere in
     this Lease or any Exhibits, the terms defined in the following subsections
     of this Section 1 shall have the meaning set forth in such subsection
     whenever used in this Lease.

     1.1  Building: 52,581 square foot multi-tenant building part of the
          Building Complex commonly known as Southwest Business Center.

     1.2  Premises: Approximately 9,857 square feet of space located in the
          Building, including all improvements therein or to be provided by
          Landlord under the terms of this Lease, commonly known by the street
          address of 8100 Southpark Way, Unit A-9, Littleton, Colorado 80120, as
          outlined on Exhibit A attached hereto. In addition to Tenant's rights
          to use and occupy the Premises as hereinafter specified, Tenant shall
          have non-exclusive rights to the Common Areas (as defined in Section
          2.4 below) as hereinafter specified, but shall not have any rights to
          the roof, exterior walls or utility raceways of the Building or to any
          other buildings in the Building Complex.

     1.3  Building Complex: The Premises and the Building, the Common Areas (as
          defined below), the land upon which they are located, along with all
          other buildings and improvements thereon depicted on Exhibit B
          attached hereto and made a part hereof.

     1.4 Parking: Tenant's pro-rata share of unreserved vehicle parking spaces.

     1.5  Term: Five (5) years ("Primary Lease Term") commencing March 1, 2004
          ("Commencement Date") and ending February 28, 2009 ("Expiration
          Date").

     1.6  Estimated Delivery Date: March 1, 2004. [This is a nonbinding estimate
          of the date on which Landlord currently estimates it will be able to
          deliver the Premises to Tenant for the purposes of Tenant commencing
          its tenant finish work.]

     1.7  Base Rent:

             Lease Year            Rate/SF NNN        Monthly Rent
          ---------------          -----------        ------------

          3/1/04 -2/28/05            $4.50            $3,696.38
          3/1/05 -2/28/06            $9.25            $7,598.10
          3/1/06 -2/28/07            $9.50            $7,803.46
          3/1/07 -2/29/08            $9.75            $8,008.81
          3/1/08 -2/28/09            $10.00           $8,214.17

     Upon execution Tenant shall pay $6,423.48 as Base Rent and estimated Common
     Area Maintenance expenses for the period of March 1-31, 2004. For the
     Primary Lease Term Base Rent shall be payable on the first day of each
     month.

     1.8  Rentable Area: Approximately 52,581 square feet which is all rentable
          space available for lease in the Building Complex. Unless otherwise
          provided herein, any square footage set forth in this Lease or that
          may have been used in calculating this Rent and/or Common Area
          Operating Expenses is an approximation which Landlord and Tenant agree
          is reasonable and the Base Rent and Tenant's Share based thereon are
          not subject to revision whether or not the actual square footage is
          more or less. Notwithstanding the foregoing, if there is: (i)
          alteration to the Premises or the Building or Building Complex after
          the Commencement Date; or (ii) any change in the designated Rentable
          Area of the Building Complex, then Landlord shall have the exclusive
          discretion to recalculate Tenant's Share by substituting the revised
          approximate Rentable Area of the Premises and/or the Building Complex
          in the calculation described above. Any change in the approximate
          Rentable Area of the Premises or recalculated by Landlord shall be
          effective, for purposes of calculating Tenant's Share as of the first
          day of the next calendar month after such change.

     1.9  Tenant's Share of Common Area Operating Expenses: 18.75% (calculated
          by dividing 9.857 by 52.581).

     1.10 Security Deposit: $10,940.00.

     1.11 Permitted Use: General office for sales of stroke recovery systems.

     1.12 Guarantor. The obligations of the Tenant under this Lease are to be
          guaranteed by Thomas Sandgaard.


2.   Premises, Parking and Common Areas.

     2.1  Grant. Landlord hereby leases to Tenant, and Tenant hereby leases from
          Landlord, the Premises for the term, at the rent and upon all of the
          terms, covenants and conditions set forth in this Lease.

     2.2  Landlord Delivery. Landlord shall deliver the Premises to Tenant clean
          and free of debris on the Commencement Date and warrants to Tenant
          that the existing plumbing, electrical systems, fire sprinkler system,
          lighting, air conditioning and heating systems and loading doors, if
          any, in the Premises, other than those constructed by Tenant, shall be
          in good operating condition on the Commencement Date. If Tenant does
          not give Landlord written notice of a non-compliance with this
          warranty within thirty (30) days after the Commencement Date,
          correction of that non-compliance shall be the obligation of Tenant at
          Tenant's sole cost and expense.

     2.3  Acceptance of Premises. Tenant hereby acknowledges: (a) that it has
          been advised to satisfy itself with respect to the condition of the
          Premises including, but not limited to, the electrical and fire
          sprinkler systems, security, environmental aspects, and compliance
          with the Americans with Disabilities Act and applicable zoning,
          municipal, county, state and federal laws, ordinances and regulations
          and any covenants or restrictions of record (collectively, "Applicable
          Laws") and the present and future suitability of the Premises for
          Tenant's intended use; (b) that Tenant has made such investigation as
          it deems necessary with reference to such matters, is satisfied with
          reference thereto, and assumes all responsibility therefore as the
          same relate to Tenant's occupancy of the Premises and/or the terms of
          this Lease; and (c) that neither Landlord, nor any of Landlord's
          agents, has made any oral or written representations or warranties
          with respect to said matters other than as set forth in this Lease. If
          Landlord has agreed to complete finish work in the Premises, such work
          shall be completed in accordance with Exhibit C attached hereto and
          made a part hereof (the "Work Agreement"), and such work may be
          referred to herein as "Landlord's Work. Except as set forth expressly
          in the Work Agreement, Landlord shall have no obligation for
          completion of remodeling of the Premises and Tenant shall accept the
          Premises in its "AS IS" condition.

                                                                            COPY
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     2.4  Common Areas. The term "Common Areas" is defined as all areas and
          facilities outside the Premises and within the exterior boundary line
          of the Building Complex and interior utility raceways within the
          Premises that are provided and designated by the Landlord from time to
          time for the general non-exclusive use of Landlord, Tenant and other
          tenants of the Building Complex and their respective employees,
          suppliers, shippers, customers, contractors and invitees, including
          parking areas, utility rooms, loading and unloading areas, trash
          areas, roadways, sidewalks, walkways, parkways, driveways and
          landscaped areas. Landlord hereby grants to Tenant, for the benefit of
          Tenant and its employees, suppliers, shippers, contractors, customers
          and invitees, during the Term of this Lease the non-exclusive right to
          use, in common with others entitled to such use, the Common Areas as
          they exist from time to time, subject to any rights, powers, and
          privileges reserved by Landlord under the terms hereof or under the
          terms of any rules and regulations or restrictions governing the use
          of the Building Complex. Under no circumstances shall the right
          therein granted to use the Common Areas be deemed to include the right
          to store any property, temporarily or permanently, in the Common
          Areas. Any such storage shall be permitted only by the prior written
          consent of Landlord or Landlord's designated agent, which consent may
          be revoked at any time. In the event that any unauthorized storage
          shall occur, then Landlord shall have the right, without notice, in
          addition to such other rights and remedies that it may have, to remove
          the property and charge the cost to Tenant, which cost shall be
          immediately payable upon demand by Landlord. Landlord or such other
          person(s) as Landlord may appoint shall have the exclusive control and
          management of the Common Areas and shall have the right, from time to
          time, to establish, modify, amend and enforce reasonable rules and
          regulations with respect thereto. Landlord shall have the right, in
          Landlord's sole discretion, from time to time: (i) to make changes to
          the Common Areas, including, without limitation, changes in the
          location, size, shape and number of driveways, entrances, parking
          spaces, parking areas, loading and unloading areas, ingress, egress,
          direction of traffic, landscaped areas, walkways and utility raceways;
          (ii) to close temporarily any of the Common Areas for maintenance
          purposes so long as reasonable access to the Premises remains
          available; (iii) to designate other land outside the boundaries of the
          Building Complex to be a part of the Common Areas; (iv) to add
          additional building and improvements to the Common Areas; (v) to use
          the Common Areas while engaged in making additional improvements,
          repairs or alterations to the Building Complex, or any portion
          thereof; and (vi) to do and perform such other acts and make such
          other changes in, to or with respect to the Common Areas and Building
          Complex as Landlord may, in the exercise of sound business judgment
          deem to be appropriate.


     2.5  Parking. Tenant shall be entitled to use the number of unreserved
          parking spaces specified in Section 1.4 on those portions of the
          Common Areas designated from time to time by Landlord for parking.
          Tenant shall not use more parking spaces than said number. Said
          parking spaces shall be used for parking by vehicles no larger than
          full-size passenger automobiles or pick-up trucks, herein called
          "Permitted Size Vehicles." Vehicles other than Permitted Size Vehicles
          shall be parked and loaded or unloaded as directed by Landlord in the
          Rules and Regulations issued by Landlord. Tenant shall not permit or
          allow any vehicles that belong to or are controlled by Tenant or
          Tenant's employees, suppliers, shippers, customers, contractors or
          invitees to be loaded, unloaded, or parked in areas other than those
          designated by Landlord for such activities. If Tenant permits or
          allows use of the prohibited areas, then Landlord shall have the
          right, without notice, in addition to such other rights and remedies
          that it may have, to remove or tow away the vehicle involved and
          charge the cost to Tenant, which cost shall be immediately payable
          upon demand by Landlord.


3.   Term.

     3.1  Term. The Commencement Date, Expiration Date and Primary Lease Term of
          this Lease are as specified in Section l.5.

     3.2  Delivery Date. If a Delivery Date is specified in Section 1.6 and if
          Tenant totally or partially occupies the Premises after the Delivery
          Date but prior to the Commencement Date, the obligation to pay Base
          Rent shall be abated for the period of such early occupancy. All other
          terms of this Lease, however (including but not limited to the
          obligations to pay Tenant's Share of Common Area Operating Expenses
          and to carry the insurance required in the Lease) shall be in effect
          during such period.

     3.3  Delay In Possession. If for any reason Landlord cannot deliver
          possession of the Premises to Tenant by the Estimated Delivery Date,
          if one is specified in Section 1.6, or if no Delivery Date is
          specified, by the Commencement Date, Landlord shall not be subject to
          any liability therefor, nor shall such failure affect the validity of
          this Lease, or the obligations of Tenant hereunder, or extend the term
          hereof; but in such case, Tenant shall not, except as otherwise
          provided herein, be obligated to pay Base Rent or perform any other
          obligation of Tenant under the terms of this Lease until Landlord
          delivers possession of the Premises to Tenant. The delay of said date
          shall be in full satisfaction of any claims Tenant might otherwise
          have as a result of such delay. If in accordance with the foregoing
          provision, the Commencement Date would occur on other than the first
          day of a calendar month, the Commencement Date shall be delayed until
          the first day of the next calendar month and the Primary Lease Term
          shall be measured from such date; provided, however, during any period
          of delayed commencement, all terms and provisions set forth in this
          Lease including, but not limited to Tenant's obligation to pay Base
          Rent and all other charges under the Lease shall commence at such
          earlier date. In order to place in writing the exact Commencement Date
          and Expiration Date of the Lease, the parties agree to execute a
          supplemental agreement to become a part hereof setting forth such
          dates as determined under the provisions of this Section 3.3.

     3.4  Lease Year. "Lease Year" as used in this Lease shall be defined as
          each twelve month period beginning with the Commencement Date or any
          anniversary thereof and ending on the immediately preceding day one
          year later.


4.   Rent.

     4.1  Base Rent. Tenant shall pay Base Rent and other rent or charges, as
          the same may be adjusted from time to time, to Landlord in lawful
          money of the United States, without offset or deduction on or before
          the day on which it is due under the terms of this Lease. Base Rent
          and all other rent and charges for the period during the term hereof
          which is for less than one full month shall be prorated based upon the
          actual number of days of the month involved. Payment of Base Rent and
          other charges shall be made to Landlord at its address stated herein
          or to such other persons or at such other addresses as Landlord may
          from time to time designate in writing to Tenant.

     4.2  Common Area Operating Expenses. Tenant shall pay to Landlord during
          the term hereof, in addition to the Base Rent, Tenant's Share (as
          specified in Section 1.9) of all Common Area Operating Expenses, as
          hereinafter defined, during each calendar year of the term of this
          Lease, in accordance with the following provisions:

          (a)  "Common Area Operating Expenses" are defined, for purposes of
               this Lease, as all costs incurred by Landlord relating to the
               ownership and operation of the Building Complex including, but
               not limited to, the following:

               (i)  The operation, repair and maintenance, in neat, clean, good
                    order and condition of the Common Areas, including parking
                    areas, utility rooms, loading and unloading areas, trash
                    areas, roadways, sidewalks, walkways, parkways, driveways,
                    landscaped areas, striping, bumpers, irrigation systems,
                    Common Area lighting facilities, fences and gates,
                    elevators, roofs, and exterior walls, including paint;
                    exterior signs, awnings, any tenant directories, and fire
                    detection, sprinkler systems, and all professional fees
                    incurred in connection with the operation, management and
                    maintenance of the Building Complex.

               (ii) The cost of water, gas, electricity and telephone to service
                    either the Building Complex and/or the Premises, to the
                    extent not separately metered.

               (iii) Snow, ice and debris removal service, and security services
                    and the costs of any environmental inspections.

               (iv) Cost of capital improvements, structural repairs and
                    replacements in or to the Building Complex, which shall be
                    amortized at a market rate of return over the useful life of
                    such item as determined by Landlord's accountants.

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               (v)   Real Property Taxes to be paid by Landlord for the Building
                     and the Common Areas under Section 11 hereof.

               (vi)  The cost of the premiums for the insurance policies
                     maintained by Landlord under Section 9 hereof.

               (vii) Any deductible portion of an insured loss concerning the
                     Building or the Common Areas.

               (viii) Any other services to be provided by Landlord that are
                     stated elsewhere in this Lease to be a Common Area
                     Operating Expense.

     (b)  Any Common Area Operating Expenses and Real Property Taxes that are
          specifically attributable to the Building or to such other building in
          the Building Complex or to the operation, repair and maintenance
          thereof shall be allocated entirely to the Building or such other
          building. However, any Common Area Operating Expenses and Real
          Property Taxes that are not specifically attributable to the Building
          or to any other building or to the operation, repair and maintenance
          thereof, shall be equitably allocated by Landlord to all buildings in
          the Building Complex.

     (c)  The inclusion of the improvements, facilities and services set forth
          in Section 4.2(a) shall not be deemed to impose an obligation upon
          Landlord to either have said improvements or facilities or to provide
          those services unless Landlord has agreed elsewhere in this Lease to
          provide the same or some of them.

     (d)  Tenant's Share of Common Area Operating Expenses shall be payable by
          Tenant within ten (10) days after a reasonably detailed statement of
          actual expenses is presented to Tenant by Landlord. At Landlord's
          option, however, an amount may be estimated by Landlord from time to
          time of Tenant's Share of annual Common Area Operating Expenses and
          the same shall be payable monthly, as Landlord shall designate, during
          each calendar year on the same day as the Base Rent is due hereunder.
          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 Operating Expense payments so that such
          estimate furnished to Tenant is no longer accurate, Landlord shall be
          permitted to revise such estimate from time to time by notifying
          Tenant and there shall be such adjustments made in the monthly amount
          of Tenant's Share on the first day of the month following the serving
          of such statement to Tenant. Landlord shall deliver to Tenant after
          the expiration of each calendar year a reasonably detailed statement
          showing Tenant's Share of the actual Common Area Operating Expenses
          incurred during the preceding year. If Tenant's payments under this
          Section 4.2(d) during said preceding calendar year exceed Tenant's
          Share as indicated on said statement, Tenant shall be credited the
          amount of such overpayment against Tenant's Share of Common Area
          Operating Expenses next becoming due. If Tenant's payments under this
          Section 4.2(d) during said preceding year were less than Tenant's
          Share as indicated on said statement, Tenant shall pay to Landlord the
          amount of the deficiency within ten (10) days after delivery by
          Landlord to Tenant of said statement. Landlord's failure to deliver
          statement of Tenant's share within one hundred and twenty (120) days
          shall not relieve Tenant of the obligation to pay sums otherwise due.
          Tenant's obligation to pay Tenant's Share of Common Area Operating
          Expenses shall survive the expiration or termination of the Lease.


5.   Security Deposit. Tenant shall deposit with Landlord upon Tenant's
     execution hereof the Security Deposit set forth in Section 1.10 as security
     for Tenant's faithful performance of Tenant's obligations under this Lease.
     If Tenant fails to pay Base Rent or other rent or charges due hereunder, or
     otherwise is in default under this Lease, Landlord may use, apply or retain
     all or any portion of said Security Deposit for the payment of any amount
     due Landlord or to reimburse or compensate Landlord for any liability,
     cost, expense, loss or damage (including attorneys' fees) which Landlord
     may suffer or incur by reason thereof. If Landlord uses or applies all or
     any portion of said Security Deposit, Tenant shall within ten (10) days
     after written request therefore deposit monies with Landlord sufficient to
     restore said Security Deposit to the full amount required by this Lease.
     Any time the Base Rent increases during the term of this Lease, Tenant
     shall, upon written request from Landlord, deposit additional monies with
     Landlord as an addition to the Security Deposit so that the total amount of
     the Security Deposit shall at all times bear the same proportion to the
     then current Base Rent as the initial Security Deposit bears to the initial
     Base Rent set forth in Section 1.7. Landlord shall not be required to keep
     all or any part of the Security Deposit separate from its general accounts.
     Landlord shall, within sixty (60) days after the expiration of the term
     hereof and after Tenant has vacated the Premises, return to Tenant (or, at
     Landlord's option, to the last assignee, if any, of Tenant's interest
     herein), that portion of the Security Deposit, or applied by Landlord. No
     part of the Security Deposit shall be considered to be held in trust, to
     bear interest or other increment for its use, or to be prepayment for any
     monies to be paid by Tenant under this Lease. At Landlord's election,
     Landlord may elect to have the Security Deposit held by Landlord's manager
     in a separate security deposit, trust, trustee or escrow account
     established and maintained by such manager with respect to certain security
     deposits of tenants within the Building Complex. Unless Tenant is so
     notified, (i) Landlord will hold the Security Deposit and be responsible
     for its return; and (ii) Tenant may request return of the Security Deposit
     by giving Landlord written notice in accordance with the provisions of the
     Lease, and Landlord's manager, if any, agrees that in the event of a
     dispute over the ownership of the Security Deposit, the manager will not
     wrongfully withhold Landlord's true name and current mailing address from
     Tenant. Landlord may deliver the funds deposited herein by Tenant to the
     purchaser of Landlord's interest in the Premises in the event such interest
     be sold, and thereupon, Landlord shall be discharged from further liability
     with respect to such deposit. If the claims of Landlord exceed said
     deposit, Tenant shall remain liable for the balance of such claims.

6.   Use.

     6.1  Permitted Use.

          (a)  Tenant shall use and occupy the Premises only for the Permitted
               Use set forth in Section 1.11 and for no other purpose. Tenant
               shall not use or permit the use of the Premises in a manner that
               is unlawful, creates waste or a nuisance, or that disturbs owners
               and/or occupants of, or causes damage to the Premises or
               neighboring premises or properties.

          (b)  Landlord hereby agrees to not unreasonably withhold or delay its
               consent to any written request by Tenant, Tenant's assignees or
               subtenants, and by prospective assignees and subtenants of
               Tenant, its assignees and subtenants, for a modification of said
               Permitted Use so long as the same will not impair the structural
               integrity of the improvements on the Premises or in the Building
               or the mechanical or electrical systems therein does not conflict
               with uses by other Tenants, is not significantly more burdensome
               to the Premises or the Building and the improvements thereon, and
               is otherwise permissible pursuant to this Section 6. If Landlord
               elects to withhold such consent, Landlord shall within five (5)
               business days after such request give a written notification of
               same, which notice shall include an explanation of Landlord's
               reasonable objections to the change in use.


7.   Hazardous Substances.

     7.1  Consent. The term "Hazardous Substance" as used in this Lease shall
          mean any product, substance, chemical, material or waste whose
          presence, nature, quantity and/or intensity of existence, use,
          manufacture, disposal, transportation, spill, release or effect,
          either by itself or in combination with other materials expected to be
          on the Premises, is either: (i) potentially injurious to the public
          health, safety or welfare, the environment, or the Premises; (ii)
          regulated or monitored by any governmental authority; or (iii) a basis
          for potential liability of Landlord to any governmental agency or
          third party under any applicable statute or common law theory.
          Hazardous Substance shall include, but not be limited to hydrocarbons,
          petroleum gasoline, crude oil or any products or by-products thereof.
          Tenant shall not engage in any activity in or about the Premises which
          constitutes a Reportable Use (as hereinafter defined) of Hazardous
          Substances without the express prior written consent of Landlord and
          compliance in a timely manner (at Tenant's sole cost and expense) with
          all Applicable Requirements (as defined in Section 7.4). "Reportable
          Use" shall mean (i) the installation or use of any above or below
          ground storage tank; (ii) the generation, possession, storage, use,
          transportation, or disposal of a Hazardous Substance that requires a
          permit from, or with respect to which a report, notice, registration
          or business plan is required to be filed with, any governmental
          authority; and (iii) the presence in, on or about the Premises of a
          Hazardous Substance with respect to which any Applicable Laws require
          that a notice be given to persons entering or occupying the Premises
          or neighboring properties. Notwithstanding the foregoing. Tenant may,
          without Landlord's prior consent but upon notice to Landlord and in

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          compliance with all Applicable Requirements, use any ordinary and
          customary materials reasonably required to be used by Tenant in the
          normal course of the Permitted Use, so long as such use is not a
          Reportable Use and does not expose the Premises or neighboring
          properties to any meaningful risk of contamination or damage or expose
          Landlord to any liability therefor. In addition, landlord may (but
          without any obligation to do so) condition its consent to any
          Reportable Use of any Hazardous Substance by Tenant upon Tenant's
          giving Landlord such additional assurances as Landlord, in its
          reasonable discretion, deems necessary to protect itself, the public,
          the Premises and the environment against damage, contamination or
          injury and/or liability therefor including but not limited to the
          installation (and, at Landlord's option, removal on or before Lease
          expiration or earlier termination) of reasonably necessary protective
          modifications to the Premises (such as concrete encasements) and/or
          the deposit of an additional Security Deposit under Section 5.


     7.2  Duty to Inform Landlord. If Tenant knows, or has reasonable cause to
          believe, that a Hazardous Substance has come to be located in, on,
          under or about the Premises or the Building, other than as previously
          consented to by Landlord, Tenant shall immediately give Landlord
          written notice thereof, together with a copy of any statement, report,
          notice, registration, application, permit, business plan, license,
          claim, action, or proceeding given to, or received from, any
          governmental authority or private party concerning the presence,
          spill, release, discharge of, or exposure to, such Hazardous Substance
          including but not limited to all such documents as may be involved in
          any Reportable Use involving the Premises. Tenant shall not cause or
          permit any Hazardous Substance to be spilled or released in, on, under
          or about the Premises (including, without limitation, through the
          plumbing or sanitary sewer system).

     7.3  Indemnification. Tenant shall indemnify, protect, defend and hold
          Landlord, its managers, members, officers, directors, agents,
          employees, lenders and ground Landlord, if any, and the Premises,
          harmless from and against any and all damages, liabilities, judgments,
          costs, claims, liens, expenses, penalties, loss of permits and
          attorneys' and consultants' fees arising out of or involving any
          Hazardous Substance brought onto the Premises by or for Tenant or by
          anyone under Tenant's control. Tenant's obligations under this Section
          7.3 shall include, but not be limited to, the effects of any
          contamination or injury to any person, property or the environment
          created or suffered by Tenant, and the cost of investigation
          (including consultants' and attorneys' fees and testing), removal,
          remediation, restoration and/or abatement thereof, or of any
          contamination therein involved, and shall survive the expiration or
          earlier termination of this Lease. No termination, cancellation or
          release agreement entered into by Landlord and Tenant shall release
          Tenant from its obligations under this Lease with respect to Hazardous
          Substances, unless specifically so agreed by Landlord in writing at
          the time of such agreement. The indemnification set forth above shall
          survive the expiration or termination of this Lease.

     7.4  Tenant's Compliance with Requirements. Tenant shall at Tenant's sole
          cost and expense, fully, diligently and in a timely manner, comply
          with all "Applicable Requirements," which term is used in this Lease
          to mean all laws, rules, regulations, ordinances, directives,
          covenants, easements and restrictions of record, permits, the
          requirements of any applicable fire insurance underwriter or rating
          bureau, and the recommendations of Landlord's engineers and/or
          consultants, relating in any manner to the Premises (including but not
          limited to matters pertaining to (i) industrial hygiene, (ii)
          environmental conditions on, in, under or about the Premises,
          including soil and groundwater conditions; and (iii) the use,
          generation, manufacture, production, installation, maintenance,
          removal, transportation, storage, spill, or release of any Hazardous
          Substance), now in effect or which may hereafter come into effect.
          Tenant shall, within five (5) days after receipt of Landlord's written
          request, provide Landlord with copies of all documents and
          information, including but not limited to permits, registrations,
          manifests, applications, reports and certificates, evidencing Tenant's
          compliance with any Applicable Requirements specified by Landlord, and
          shall immediately upon receipt, notify Landlord in writing (with
          copies of any documents involved) of any threatened or actual claim,
          notice, citation, warning, complaint or report pertaining to or
          involving failure by Tenant or the Premises to comply with any
          Applicable Requirements.

     7.5  Inspection. Landlord, Landlord's agents, employees, contractors and
          designated representatives, and the holders of any mortgages, deeds of
          trust or ground leases on the Premises ("Lenders") shall have the
          right to enter the Premises at any time in the case of an emergency,
          and otherwise at reasonable times, for the purpose of inspecting the
          condition of the Premises and for verifying compliance by Tenant with
          this Lease and all Applicable Requirements, and Landlord shall be
          entitled to employ experts and/or consultants in connection therewith
          to advise Landlord with respect to Tenant's activities, including but
          not limited to Tenant's installation, operation, use, monitoring,
          maintenance, or removal of any Hazardous Substance on or from the
          Premises. The costs and expenses of any such inspections shall be paid
          by the party requesting same, unless a Default of this Lease by Tenant
          or a violation of Applicable Requirements or a contamination, caused
          or materially contributed to by Tenant, is found to exist or to be
          imminent, or unless the inspection is requested or ordered by a
          governmental authority as the result of any such existing or imminent
          violation or contamination. In such case, Tenant shall upon request
          reimburse Landlord or Landlord's Lender, as the case may be, for the
          costs and expenses of such inspections.


8.   Maintenance, Repairs, Utility Installations, Trade Fixtures and
     Alterations.

     8.1  By Tenant.

          (a)  Subject to the provisions of Sections 8.2, 10, and 15, Tenant
               shall, at Tenant's sole cost and expense and at all times, keep
               the Premises and every part thereof in good order, condition and
               repair (whether or not such portion of the Premises requiring
               repair, or the means of repairing the same, are reasonably or
               readily accessible to Tenant, and whether or not the need for
               such repairs occurs as a result of Tenant's use, any prior use,
               the elements or the age of such portion of the Premises),
               including, without limiting the generality of the foregoing, all
               equipment or facilities specifically serving the Premises;
               whether or not the equipment or facilities are located within the
               Premises, such as plumbing, heating, air conditioning and
               ventilating system, electrical lighting facilities, boilers,
               fired or unfired pressure vessels, fire hose connections if
               within the Premises, fixtures, interior walls, interior surfaces
               of exterior walls, ceilings, floors, windows, doors serving the
               Premises, including overhead doors, dock bumpers, dock pads, dock
               levelers, etc., plate glass, and skylights, but excluding any
               items which are the responsibility of Landlord pursuant to
               Section 8.2 below. Tenant, in keeping the Premises in good order,
               condition and repair, shall exercise and perform good maintenance
               practices. Tenant's obligations shall include restorations,
               replacements or renewals when necessary to keep the Premises and
               all improvements thereon or a part thereof in good order,
               condition and state of repair. Tenant shall be responsible for
               trash removal.

          (b)  Tenant shall, at Tenant's sole cost and expense, procure and
               maintain a contract, with copies to Landlord, customary form and
               substance for and with a contractor specializing and experienced
               in the inspection, maintenance and service of the heating, air
               conditioning and ventilation system for the Premises. However,
               Landlord reserves the right, upon notice to Tenant, to procure
               and maintain the preventative maintenance contract for the
               heating, air conditioning and ventilating systems, and if
               Landlord so elects, Tenant shall reimburse Landlord, upon demand,
               for the cost thereof.

          (c)  If Tenant fails to perform Tenant's obligations under this
               Section 8.1, Landlord may enter upon the Premises after ten (10)
               days' prior written notice to Tenant (except in the case of an
               emergency, in which case no notice shall be required), perform
               such obligations on Tenant's behalf, and put the Premises in good
               order, condition and repair.

     8.2  By Landlord. Subject to the provisions of Sections 2.2, 4.2, 6, 8.1,
          10 and 15, and except for damage caused by any negligent or
          intentional act or omission of Tenant, its agents, employees,
          suppliers or invitees, in which event Tenant shall repair the damage,
          Landlord, subject to reimbursement pursuant to Section 4.2, shall keep
          in good order, condition and repair the foundations, exterior walls,
          structural condition of interior bearing walls, exterior roof, fire
          sprinkler and/or standpipe and hose (if located in the Common Areas)
          or other automatic fire extinguishing systems including fire alarm
          and/or smoke detention systems and equipment, fire hydrants, parking
          lots, walkways, parkways, driveways, landscaping, fences, signs, main
          sanitary sewer lines and utility systems serving the Common Areas and
          all parts thereof as well as providing the services for which there is
          a Common Area Operating Expense pursuant to Section 4.2. Landlord
          shall not be obligated to paint the exterior or interior surfaces of
          exterior walls nor shall Landlord be obligated to maintain, repair or
          replace windows, doors or plate glass of the Premises. Tenant shall
          have no right to make repairs to the Building or Building Complex at
          Landlord's expense.

                                        4
<PAGE>

     8.3  Utility Installations, Trade Fixtures, Alterations.

     (a)  Definitions, Consent Required. The term "Utility Installations" is
          used in this Lease to refer to all air lines, power panels, electrical
          distribution, security, fire protection systems, communications
          systems, lighting fixtures, heating, ventilating and air conditioning
          equipment, plumbing, and fencing in, on, or about the Premises. The
          term "Trade Fixtures" shall mean Tenant's machinery and equipment
          which can be removed without doing material damage to the Premises.
          The term "Alterations" shall mean any modification of the improvements
          on the Premises after the Delivery Date, other than Utility
          Installations or Trade Fixtures. "Tenant-Owned Alterations and/or
          Utility Installations" are defined as Alterations and/or Utility
          Installations made by Tenant that are not yet owned by Landlord
          pursuant to Section 8.4(a). Tenant shall not make nor cause to be made
          any Alterations or Utility Installations in, on, under or about the
          Premises without Landlord's prior written consent. Tenant may,
          however, make non-structural Utility Installations to the interior of
          the Premises (excluding the roof) without Landlord's consent but upon
          notice to Landlord, so long as they are not visible from the outside
          of the Premises, do not involve puncturing, relocating or removing the
          roof or any existing walls or changing or interfering with the fire
          sprinkler or fire detection systems and the cumulative cost thereof
          during the term of this Lease as extended does not exceed two thousand
          five hundred dollars ($2,500.00.)

     (b)  Consent, Any Alterations or Utility Installations that Tenant shall
          desire to make and which require the consent of the Landlord shall be
          presented to Landlord in written form with detailed plans. All
          consents given by Landlord, whether by virtue of Section 8.3(a) or by
          subsequent specific consent, shall be deemed conditioned upon: (i)
          Tenant acquiring all applicable permits required by governmental
          authorities; (ii) the furnishing of copies of such permits together
          with a copy of the plans and specifications for the Alteration or
          Utility Installation to Landlord prior to commencement of the work
          thereon; and (iii) the compliance by Tenant with all conditions of
          said permits in a prompt and expeditious manner. Any Alterations or
          Utility Installations by Tenant during the term of this Lease shall be
          done in a good and workmanlike manner, with good and sufficient
          materials, and be in compliance with all Applicable Requirements.
          Tenant shall promptly upon completion thereof furnish Landlord with
          as-built plans and specifications therefor. Landlord may, (but without
          obligation to do so) condition its consent to any requested Alteration
          or Utility Installation that costs two thousand five hundred dollars
          ($2,500.00) or more upon Tenant providing Landlord with a lien and
          completion bond in an amount equal to one and one-half times the
          estimated cost of such Alteration or Utility Installation.

     (c)  Lien Protection. Tenant shall pay when due all claims for labor or
          materials furnished or alleged to have been furnished to or for Tenant
          at or for use on the Premises, which claims are or may be secured by
          any mechanic's or materialmen's lien against the Premises or any
          interest therein. Tenant shall give Landlord not less than ten (10)
          days' notice prior to the commencement of any work in, on, or about
          the Premises, and Landlord shall have the right to post notices of
          non-responsibility in or on the Premises as provided by law. If Tenant
          shall, in good faith, contest the validity of any such lien, claim or
          demand, then Tenant shall, at its sole expense, defend and protect
          itself, Landlord and the Premises against the same and shall pay and
          satisfy any such adverse judgment that may be rendered thereon before
          the enforcement thereof against the Landlord or the Premises. If
          Landlord shall require, Tenant shall furnish to Landlord a surety bond
          satisfactory to Landlord in an amount equal to one and one-half times
          the amount of such contested lien, claim or demand, indemnifying
          Landlord against liability for the same, as required by law for the
          holding of the Premises free from the effect of such lien or claim. In
          addition, Landlord may require Tenant to pay Landlord's attorneys'
          fees and costs in participating in such action if Landlord shall
          decide it is to its best interest to do so.

8.4  Ownership, Removal, Surrender, and Restoration.

     (a)  Ownership. Subject to Landlord's right to require their removal and to
          cause Tenant to become the owner thereof as hereinafter provided in
          this Section 8.4, all Alterations and Utility Installations made to
          the Premises by Tenant shall be the property of and owned by Tenant,
          but considered a part of the Premises. Landlord may, at any time and
          at its option, elect in writing to Tenant to be the owner of all or
          any specified part of the Tenant-Owned Alterations and Utility
          Installations. Unless otherwise instructed per Section 8.4(b) hereof,
          a11 Tenant-Owned Alterations and Utility Installations shall, at the
          expiration or earlier termination of this Lease, become the property
          of Landlord and remain upon the Premises and be surrendered with the
          Premises by Tenant.

     (b)  Removal. Unless otherwise agreed in writing, Landlord may require that
          any or all Tenant-Owned Alterations or Utility Installations be
          removed by the expiration or earlier termination of this Lease,
          notwithstanding that their installation may have been consented to by
          Landlord. Landlord may require the removal at any time of all or any
          part of any Alterations or Utility Installations made without the
          required consent of Landlord.

     (c)  Surrender/Restoration. Tenant shall surrender the Premises by the end
          of the last day of the Lease term or any earlier termination date,
          clean and free of debris and in good operating order, condition and
          state of repair, ordinary wear and tear excepted. Ordinary wear and
          tear shall not include any damage or deterioration that would have
          been prevented by good maintenance practice or by Tenant performing
          all of its obligations under this Lease. Except as otherwise agreed or
          specified herein, the Premises, as surrendered, shall include the
          Alterations and Utility Installations. The obligation of Tenant shall
          include the repair of any damage occasioned by the installation,
          maintenance or removal of Tenant's Trade Fixtures, furnishings,
          equipment, and Tenant-Owned Alterations and Utility Installations, as
          well as the removal of any storage tank installed by or for Tenant,
          and the removal, replacement, or remediation of any soil, material or
          ground water contaminated by Tenant, all as may then be required by
          Applicable Requirements and/or good practice. Tenant's Trade Fixtures
          shall remain the property of Tenant and shall be removed by Tenant
          subject to its obligation to repair and restore the Premises per this
          Lease. Any Trade Fixtures, Alterations and/or Utility Installations
          not removed upon the expiration of this Lease shall be deemed
          abandoned and may be disposed of by Landlord, as Landlord may
          determine appropriate, without further notice to Tenant. Tenant shall
          pay Landlord all expenses incurred in connection with such items
          including, but not limited to, the costs of repairing any damage to
          the Premises caused by removal of such items. Tenant's obligation
          hereunder shall survive the expiration or other termination of the
          Lease.


9.   Insurance; Indemnity

     9.1  Payment of Premiums. The cost of the premiums for the insurance
          policies maintained by Landlord under this Section 9 shall be a Common
          Area Operating Expense pursuant to Section 4.2 hereof. Premiums for
          policy periods commencing prior to, or extending beyond, the term of
          this Lease shall be prorated to coincide with the corresponding
          Commencement Date or Expiration Date.

     9.2  Liability Insurance.

          (a)  Carried by Tenant. Tenant shall obtain and keep in force during
               the term of this Lease a commercial general liability policy of
               insurance protecting Tenant, Landlord and any Lender(s) whose
               names have been provided to Tenant in writing (as additional
               insured) against claims for bodily injury, personal injury and
               property damage based upon, involving or arising out of the
               ownership, use, occupancy or maintenance of the Premises and all
               areas appurtenant thereto. Such insurance shall be on an
               occurrence basis providing single limit coverage in an amount not
               less than two million dollars ($2,000,000) per occurrence with an
               "Additional Insured-Managers or Landlords of Premises"
               endorsement and contain the "Amendment at the Pollution
               Exclusion" endorsement for damage caused by heat, smoke or fumes
               from a hostile fire. The policy shall not contain any
               intra-insured exclusions as between insured persons or
               organizations, but shall include coverage for liability assumed
               under this Lease as an "insured contract" for the performance of
               Tenant's indemnity obligations under this Lease. The limits of
               said insurance required by this Lease or as carried by Tenant
               shall not, however, limit the liability of Tenant nor relieve
               Tenant of any obligation hereunder. All insurance to be carried
               by Tenant shall be primary to and not contributory with any
               similar insurance carried by Landlord, whose insurance shall be
               considered excess insurance only. In addition, Tenant shall
               maintain workers' compensation insurance as is required by state
               law.

          (b)  Carried By Landlord. Subject to reimbursement of premiums as
               described in Section 9.1, Landlord shall also maintain liability
               insurance described in Section 9.2(a) above, in addition to and
               not in lieu of, the insurance required to be maintained by
               Tenant. Tenant shall not be named as an additional insured
               therein.

                                        5
<PAGE>


     9.3  Property Insurance. Subject to reimbursement of premiums as described
          in Section 9.1, Landlord shall maintain property damage insurance on
          such portions of the Building Complex from time to time which Landlord
          has the obligation to maintain and repair under this Lease, above
          foundation walls, insuring against loss or damage by fire or other
          casualty covered by a so-called "special form" policy, in such
          amounts, and from companies and on such terms and conditions as
          Landlord deems appropriate from time to time. Tenant-Owned Alterations
          and Utility Installations, Trade Fixtures and Tenant's' personal
          property shall be insured by Tenant pursuant to Section 9.4. Landlord
          may also obtain and keep in force during the term of this Lease a
          policy or policies in the name of Landlord, with loss payable to
          Landlord and any Lender(s), insuring the loss of the full rental and
          other charges payable by all Tenants of the Building to Landlord for
          one year (including all Real Property Taxes, insurance costs, all
          Common Area Operating Expenses and any scheduled rental increases).
          Tenant shall pay for any increase in the premiums for the property
          insurance of the Building and for the Common Areas or other buildings
          in the Building Complex if said increase is caused by Tenant's acts,
          omissions, use or occupancy of the Premises.

     9.4  Tenant's Property Insurance. Subject to the requirements of Section
          9.5, Tenant at its cost shall either by separate policy or, at
          Landlord's option, by endorsement to a policy already carried,
          maintain insurance coverage on all of Tenant's personal property,
          Trade Fixtures and Tenant-Owned Alterations and Utility Installations
          in, on, or about the Premises similar in coverage to that carried by
          Landlord as the Insuring Party under Section 9.3. Such insurance shall
          be full replacement cost coverage with a deductible not to exceed
          $1,000 per occurrence. The proceeds from any such insurance shall be
          used by Tenant for the replacement of personal property and the
          restoration of Trade Fixtures and Tenant-Owned Alterations and Utility
          Installations. Upon request from Landlord, Tenant shall provide
          Landlord with written evidence that such insurance is in force.
          Insurance required of Tenant hereunder shall be in companies duly
          licensed to transact business in the state where the Premises are
          located, and maintaining during the policy term a "General
          Policyholders Rating" of at least B+, V, or such other rating as may
          be required by a Lender, as set forth in the most current issue of
          "Best's Insurance Guide." Tenant shall not do or permit to be done
          anything which shall invalidate the insurance policies referred to in
          this Section 9. Tenant shall cause to be delivered to Landlord, within
          seven (7) days after the earlier of the Delivery Date or the
          Commencement Date evidence of the existence and amounts of, the
          insurance required under Section 9.2(a) and 9.4. No such policy shall
          be cancelable or subject to modification except after thirty (30)
          days' prior written notice to Landlord. Tenant shall at least thirty
          (30) days prior to the expiration of such policies, furnish Landlord
          with evidence of renewals or "insurance binders" evidencing renewal
          thereof, or Landlord may order such insurance and charge the cost
          thereof to Tenant, which amount shall be payable by Tenant to Landlord
          upon demand.

     9.5  Waiver. Tenant and Landlord each hereby release and relieve the other,
          and waive their entire right to recover damages (whether in contract
          or in tort) against the other, for loss or damage to their property or
          for any business interruption arising out of or incident to the perils
          to the extent such loss or damage or business interruption is
          coverable by a standard or special form policy regardless of whether
          such insurance is carried or not, or if so carried, payable to or
          protects Landlord or Tenant or both. The effect of such releases and
          waivers of the right to recover damages shall not be limited by the
          amount of insurance carried or required, or by any deductibles
          applicable thereto. Landlord and Tenant agree to have their respective
          insurance companies issuing property damage insurance waive any right
          to subrogation that such companies may have against Landlord or
          Tenant, as the case may be, so long as the insurance is not
          invalidated thereby.

     9.6  Indemnity. Except for Landlord's willful misconduct, Tenant shall
          indemnify, protect, defend and hold harmless the Premises, Landlord
          and its agents, employees, Landlord's master or ground Landlord,
          members, partners and Lenders, from and against any and all claims,
          loss of rents and/or damages, costs, liens, judgments, penalties, loss
          of permits, attorneys' and consultants' fees, expenses and/or
          liabilities arising out of, involving, or in connection with, the
          occupancy of the Premises by Tenant, the conduct of Tenant's business,
          any act, omission or neglect of Tenant, its agents, contractors,
          employees or invitees, and out of any Default or Breach by Tenant in
          the performance in a timely manner of any obligation on Tenant's part
          to be performed under this Lease. The foregoing shall include, but not
          be limited to, the defense or pursuit of any claim or any action or
          proceeding involved therein, and whether or not (in the case of claims
          made against Landlord) litigated and/or reduced to judgment. In case
          any action or proceeding be brought against Landlord by reason of any
          of the foregoing matters, Tenant upon notice from Landlord shall
          defend the same at Tenant's expense by counsel reasonably satisfactory
          to Landlord and Landlord shall cooperate with Tenant in such defense.
          Landlord need not have first paid any such claim in order to be so
          indemnified. The provisions of this Section shall survive the
          expiration or termination of this Lease.

     9.7  Exemption of Landlord from Liability. Landlord shall not be liable for
          injury or damage to the person or goods, wares, merchandise or other
          property of Tenant, Tenant's employees, contractors, invitees,
          customers, or any other person in or about the Premises, whether such
          damage or injury is caused by or results from fire, steam,
          electricity, gas, water or rain or from the breakage, leakage,
          obstruction or other defects of pipes, fire sprinklers, wires,
          appliances, plumbing, air conditioning or lighting fixtures, or from
          any other cause, whether said injury or damage results from conditions
          arising upon the Premises or upon other portions of the Building of
          which the Premises are a part, from other sources or places, and
          regardless of whether the cause of such damage or injury or the means
          of repairing the same is accessible or not. Landlord shall not be
          liable for any damages arising from any act or neglect of any other
          Tenant of Landlord nor from the failure by Landlord to enforce the
          provisions of any other lease in the Building Complex. Notwithstanding
          Landlord's negligence or breach of this Lease, Landlord shall under no
          circumstances be liable for injury to Tenant's business or for any
          loss of income or profit therefrom, or for any consequential damages
          of Tenant. Notwithstanding anything to the contrary contained herein,
          Landlord's liability under this Lease shall be limited to its interest
          in the Building Complex.


10.  Damage or Destruction.

     10.1 Total Damage. 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 a competent architect, in
          good standing, selected by Landlord shall certify in writing to
          Landlord and Tenant within ninety (90) days of said casualty that the
          Premises, with the exercise of reasonable diligence, cannot be made
          fit for occupancy within one hundred eighty (180) working days from
          the happening thereof, then this Lease shall cease and terminate from
          the date of the occurrence of such damage and Tenant shall thereupon
          surrender to Landlord the Premises and all interest therein hereunder
          and Landlord may reenter and take possession of the Premises and
          remove Tenant therefrom. Tenant shall pay rent, duly apportioned, up
          to the time of such termination of this Lease. If, however, the damage
          shall be such that said architect shall certify within said ninety
          (90) day period that the Premises can be made tenantable within said
          one hundred eighty (180) day period, then, except as hereinafter
          provided, Landlord shall repair the damage so done (to the extent of
          the Building Standard tenant finish allowance then provided by
          Landlord to tenants in the Building) with all reasonable speed.

     10.2 Partial Damage. 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 one hundred eighty (180)
          days, then, Landlord, after receiving notice in writing of the
          occurrence of the casualty, except as hereafter provided, shall cause
          the same to be repaired to the extent of the base tenant finish per
          the then-current standard allowance provided by Landlord to tenants in
          the Building with reasonable promptness. If the estimated repair
          period as established in accordance with the provisions of
          subparagraph 10.1 above exceeds one hundred eighty (180) days, then
          the provisions of subparagraph 10.1 shall control notwithstanding the
          fact that the Premises are not wholly untenantable.

     10.3 Building Damage. In case the Building throughout shall be so injured
          or damaged, whether by fire or otherwise (though said Premises may not
          be affected, or if affected, can be repaired within said one hundred
          eighty (180) days), that, within ninety (90) days after the happening
          of such injury, Landlord shall decide not to reconstruct or rebuild
          said Building, then, notwithstanding anything contained herein to the
          contrary, upon notice in writing to that effect given by Landlord to
          Tenant within said ninety (90) days, Tenant shall pay the rent,
          properly apportioned up to such date, 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.

     10.4 Rent Abatement. Provided that the casualty is not the fault of Tenant,
          Tenant's agents, servants, or employees. Tenant's

                                        6
<PAGE>


          rent shall abate during any such period of Landlord's repair and
          restoration, but only to the extent of any recovery by Landlord under
          its rental insurance related to the Premises in the same proportion
          that the part of the Premises rendered untenantable bears to the
          whole.

     10.5 Tenant's Obligation. In the event the Lease is not terminated, Tenant
          shall, at its expense, replace or fully repair Tenant's personal
          property and Alterations and/or Utility Installations installed by
          Tenant in the Premises existing on the date of the occurrence of the
          casualty and Tenant shall fully cooperate with Landlord in removing
          Tenant's personal property and any debris from the Premises to
          facilitate making of repairs.


11.  Real Property Taxes.

     11.1 Payment of Taxes. Landlord shall pay the Real Property Taxes, as
          defined in Section 11.2, applicable to the Building Complex, and
          except as otherwise provided in Section 11.3, any such amounts shall
          be included in the calculation of Common Area Operating Expenses in
          accordance with the provisions of Section 4.2.

     11.2 Real Property Tax Definition. As used herein, the term "Real Property
          Taxes" shall include any form of real estate tax or assessment,
          general, special, ordinary or extraordinary, and any license fee,
          commercial rental tax, improvement bond or bonds, levy or tax (other
          than inheritance, personal income or estate taxes) imposed upon the
          Building Complex by any authority having the direct or indirect power
          to tax, including any city, state or federal government, or any
          school, agricultural, sanitary, fire, street, drainage, or other
          improvement district thereof, levied against any legal or equitable
          interest of Landlord in the Building Complex or any portion thereof,
          Landlord's right to rent or other income therefrom, and/or Landlord's
          business of leasing the Premises. The term "Real Property Taxes" shall
          also include any tax, fee, levy, assessment or charge, or any increase
          therein, imposed by reason of events occurring, or changes in
          Applicable Law taking effect, during the term of this Lease, including
          but not limited to a change in the ownership of the Building Complex
          or in the improvements thereon, the execution of this Lease, or any
          modification, amendment or transfer thereof, and whether or not
          contemplated by the Parties, and any reasonable expenses incurred by
          Landlord in contesting such taxes or assessment of the Building
          Complex. In calculating Real Property Taxes for any calendar year, the
          Real Property Taxes for any real estate tax year shall be included in
          the calculation of Real Property Taxes for such calendar year based
          upon the number of days which such calendar year and tax year have in
          common.

     11.3 Additional Improvements. Common Area Operating Expenses shall not
          include Real Property Taxes specified in the tax assessor's records
          and work sheets as being caused by additional improvements placed upon
          the Building Complex by other tenants or by Landlord for the exclusive
          enjoyment of such other tenants. Notwithstanding Section 11.1 hereof,
          Tenant shall, however, pay to Landlord at the time Common Area
          Operating Expenses are payable under Section 4.2, the entirety of any
          increase in Real Property Taxes if assessed solely by reason of
          Alterations, Trade Fixtures or Utility Installations placed upon the
          Premises by Tenant or at Tenant's request.

     11.4 Joint Assessment. If the Building is not separately assessed, Real
          Property Taxes allocated to the Building shall be an equitable
          proportion of the Real Property Taxes for all of the land and
          improvements included within the tax parcel assessed, such proportion
          to be determined by Landlord from the respective valuations assigned
          in the assessor's work sheets or such other information as may be
          reasonably available. Landlord's reasonable determination thereof, in
          good faith, shall be conclusive.

     11.5 Tenant's Taxes. Tenant shall pay prior to delinquency all taxes
          assessed against and levied upon Tenant-Owned Alterations and Utility
          Installations, Trade Fixtures, furnishings, equipment and all personal
          property of Tenant contained in the Premises or stored within the
          Building Complex. When possible, Tenant shall cause its Tenant-Owned
          Alterations and Utility Installations, Trade Fixtures, furnishings,
          equipment and all other personal property to be assessed and billed
          separately from the real property of Landlord. If any of Tenant's said
          property shall be assessed with Landlord's real property, Tenant shall
          pay Landlord the taxes attributable to Tenant's property within ten
          (10) days after receipt of a written statement setting forth the taxes
          applicable to Tenant's property. In addition, Tenant shall pay all
          taxes, including, without limitation, workers' compensation, general
          license or franchise taxes and rent taxes, if any, which may be
          required for the conduct of Tenant's business.

12.  Utilities. Tenant shall pay directly for all utilities and services
     supplied to the Premises, including but not limited to electricity,
     telephone, security, gas and cleaning of the Premises, together with any
     taxes thereon. If any such utilities or services are not separately metered
     to the Premises or separately billed to the Premises, Tenant shall pay to
     Landlord a reasonable proportion to be determined by Landlord of all such
     charges jointly metered or billed with other premises in the Building, in
     the manner and within the time periods set forth in Section 4.2(d). In
     addition, Tenant shall reimburse Landlord for the reasonable costs incurred
     by Landlord in providing services which are shared by more than one tenant
     after ordinary business hours, including, without limitation, the costs for
     materials, additional wear and tear on equipment, utility charges and labor
     (including fringe benefits and overhead costs). Computation for Landlord's
     costs for providing such services will be made by Landlord's engineer,
     based on such engineer's survey of Tenant's excess usage.


13.  Assignment and Subletting.

     13.1 Landlord's Consent Required.

          (a)  Tenant shall not voluntarily or by operation of law assign,
               transfer, mortgage or otherwise transfer or encumber
               (collectively, "assign") or sublet a11 or any part of Tenant's
               interest in this Lease or in the Premises without Landlord's
               prior written consent, which consent will not unreasonably be
               withheld provided that (i) Tenant has complied with the
               provisions of this subparagraph and Landlord has declined to
               exercise its rights thereunder; (ii) the proposed subtenant or
               assignee is engaged in a business in the Premises which will be
               used in a manner which is in keeping with the then standards of
               the Building Complex and does not conflict with any exclusive use
               rights granted to any other tenant; (iii) the proposed subtenant
               or assignee has reasonable financial worth in light of the
               responsibilities involved and Tenant shall have provided Landlord
               with reasonable evidence thereof; (iv) Tenant is not in default
               hereunder at the time it makes its request for such consent; (v)
               the proposed subtenant or assignee is not a governmental or
               quasi-governmental agency; (vi) the proposed subtenant or
               assignee is not a tenant under or is not currently negotiating a
               lease with Landlord in any building owned by Landlord in the
               Denver metropolitan area (including in the Building Complex); or
               (vii) the rent under such sublease or assignment is not less than
               the rent to be paid by Tenant for such space under the Lease and
               is not less than eighty-five percent (85%) of the rental rate
               then being offered by Landlord for similar space in the Building
               Complex. Notwithstanding anything contained in Section 13 to the
               contrary, in the event Tenant requests Landlord's consent to
               sublet all or a portion of the Premises or to assign its interest
               in this Lease, Landlord shall have the right to (x) consent to
               such sublease or assignment in its reasonable discretion as
               described in the preceding sentences; (y) refuse to grant such
               consent in Landlord's reasonable discretion based upon the
               criteria described above; or (z) refuse to grant such consent and
               terminate this Lease as to the portion of the Premises with
               respect to which such consent was requested; provided, however,
               if Landlord refuses to grant such consent and elects to terminate
               the Lease as to such portion of the Premises, Tenant shall have
               the right within fifteen (15) days after Landlord's exercise of
               its right to terminate to withdraw Tenant's request for such
               consent and remain in possession of the Premises under the terms
               and conditions hereof. In the event the Lease is terminated as
               set forth herein, such termination shall be effective as of the
               date set forth in a written notice from Landlord to Tenant, which
               date shall in no event be more than thirty (30) days following
               such notice. 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, Tenant shall notify Landlord
               not less than sixty (60) 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 a
               description 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 forty-five
               (45) days following receipt of Tenant's Notice to exercise
               Landlord's rights pursuant to (x), (y) and (z) above. If Landlord
               consents to such sublease or assignment, and if for any reason
               Tenant is unable to sublet said portion of the Premises or assign
               the applicable portion of its interest in this Lease on the terms
               and conditions contained in Tenant's Notice within one hundred
               and twenty (120) days following its original notice to Landlord,
               Tenant agrees to re-offer the Premises to Landlord in accordance
               with the provisions hereof prior to subleasing or assigning the
               same to any third party.

          (b)  A change in the control of Tenant shall constitute an assignment
               requiring Landlord's consent. The transfer, on a cumulative
               basis, of twenty-five percent (25%) or more of the voting control
               of Tenant, shall constitute a change in control for this purpose.

                                        7
<PAGE>

          (c)  The involvement of Tenant or its assets in any transaction or
               series of transactions (by way of merger, sale, acquisition,
               financing, refinancing, transfer, leveraged buy-out or
               otherwise), whether or not a formal assignment or hypothecation
               of this Lease or Tenant's assets occurs, which results or will
               result in a reduction of the Net Worth of Tenant, as hereinafter
               defined, by an amount equal to or greater than twenty-five
               percent (25%) of such Net Worth of Tenant as it was represented
               to Landlord at the time of full execution and delivery of this
               Lease, or at the time of the most recent assignment to which
               Landlord has consented, or as it exists immediately prior to said
               transaction or transactions constituting such reduction, at
               whichever time said Net Worth of Tenant was or is greater, shall
               be considered an assignment of this Lease by Tenant to which
               Landlord may reasonably withhold its consent. "Net Worth of
               Tenant" for purposes of this Lease shall be the net worth of
               Tenant (excluding any Guarantors) established under generally
               accepted accounting principles consistently applied.

          (d)  An assignment or subletting of Tenant's interest in this Lease
               without Landlord's specific prior written consent shall, at
               Landlord's option, be a Default curable after notice per Section
               13.1, or a non-curable Default without the necessity of any
               notice and grace period. If Landlord elects to treat such
               unconsented assignment or subletting as a non-curable Default,
               Landlord shall have the right to either: (i)terminate this Lease,
               or (ii) upon thirty (30) days written notice ("Landlord's
               Notice"), increase the monthly Base Rent for the Premises to the
               greater of the then fair market rental value of the Premises, as
               reasonably determined by Landlord, or one hundred ten percent
               (110%) of the Base Rent then in effect. Pending determination of
               the new fair market rental value, if disputed by Tenant, Tenant
               shall pay the amount set forth in Landlord's Notice, with any
               overpayment credited against the next installment(s) of Base Rent
               coming due, and any underpayment for the period retroactively to
               the effective date of the adjustment being due and payable
               immediately upon the determination thereof. Further, in the event
               of such Default and rental adjustment, (i) the purchase price of
               any option to purchase the Premises held by Tenant shall be
               subject to similar adjustment to the then fair market value as
               reasonably determined by Landlord (without the Lease being
               considered an encumbrance or any deduction for depreciation or
               obsolescence, and considering the Premises at its highest and
               best use and in good condition) or one hundred ten percent (110%)
               of the price previously in effect; (ii) any index-oriented rental
               or price adjustment formulas contained in this Lease shall be
               adjusted to require that the base index be determined with
               reference to the index applicable to the time of such adjustment;
               and (iii) any fixed rental adjustments scheduled during the
               remainder of the Lease term shall be increased in the same ratio
               as the new rental bears to the Base Rent in effect immediately
               prior to the adjustment specified in Landlord's Notice.

          (e)  Tenant's remedy for any breach of this Section 13.1 by Landlord
               shall be limited to compensatory damages and/or injunctive
               relief.

     13.2 Terms and Conditions Applicable to Assignment and Subletting.

          (a)  Regardless of Landlord's consent any assignment or subletting
               shall not (i) be effective without the express written assumption
               by such assignee or subtenant of the obligations of Tenant under
               this Lease; (ii) release Tenant of any obligations hereunder; nor
               (iii) alter the primary liability of Tenant for the payment of
               Base Rent and other sums due Landlord hereunder or for the
               performance of any other obligations to be performed by Tenant
               under this Lease.

          (b)  Landlord may accept any rent or performance of Tenant's
               obligations from any person other than Tenant pending approval or
               disapproval of an assignment. Neither a delay in the approval or
               disapproval of such assignment nor the acceptance of any rent for
               performance shall constitute a waiver or estoppel of Landlord's
               right to exercise its remedies for the Default or breach by
               Tenant of any of the terms, covenants or conditions of this
               Lease.

          (c)  The consent of Landlord to any assignment or subletting shall not
               constitute a consent to any subsequent assignment or subletting
               by Tenant or to any subsequent or successive assignment or
               subletting by the assignee or subtenant. However Landlord may
               consent to subsequent sublettings and assignments of the sublease
               or any amendments or modifications thereto without notifying
               Tenant or anyone else liable under this Lease or the sublease and
               without obtaining their consent, and such action shall not
               relieve such persons from liability under this Lease or the
               sublease.

          (d)  In the event of any Default of Tenant's obligations under this
               Lease, Landlord may proceed directly against Tenant, any
               Guarantors or anyone else responsible for the performance of the
               Tenant's obligations under this Lease, including any subtenant,
               without first exhausting Landlord's remedies against any other
               person or entity responsible therefor to Landlord, or any
               security held by Landlord.

          (e)  Each request for consent to an assignment or subletting shall be
               in writing, accompanied by information relevant to Landlord's
               determination as to the financial and operational responsibility
               and appropriateness of the proposed assignee or subtenant,
               including but not limited to the intended use and/or required
               modification of the Premises, if any, together with a
               non-refundable deposit of one thousand dollars ($1,000.00) or ten
               percent (10%) of the monthly Base Rent applicable to the portion
               of the Premises which is the subject of the proposed assignment
               or sublease, whichever is greater, as reasonable consideration
               for Landlord's considering and processing the request for
               consent. Tenant agrees to provide Landlord with such other or
               additional information and/or documentation as may be reasonably
               requested by Landlord.

          (f)  Any assignee of, or subtenant under this Lease shall, by reason
               of accepting such assignment or entering into such sublease, be
               deemed for the benefit of Landlord, to have assumed and agreed to
               conform and comply with each and every term, covenant, condition
               and obligation herein to be observed or performed by Tenant
               during the term of said assignment or sublease, other than such
               obligations as are contrary to or inconsistent with provisions of
               an assignment or sublease to which Landlord has specifically
               consented in writing.

          (g)  The occurrence of a transaction described in Section 13.2(c)
               shall give Landlord the right (but not the obligation) to require
               that the Security Deposit be increased by an amount equal to six
               (6) times the then monthly Base Rent, and Landlord may make the
               actual receipt by Landlord of the Security Deposit increase a
               condition to Landlord's consent to such transaction.

          (h)  Landlord, as a condition to giving its consent to any assignment
               or subletting, may require that the amount and adjustment
               schedule of the rent payable under this Lease be adjusted to what
               is then the market value and/or adjustment schedule for property
               similar to the Premises as then constituted, as determined by
               Landlord.

          (i)  If Tenant collects any rental or other amounts from a subtenant
               or assignee in excess of the Base Rent and Tenant's Share of
               Common Area Operating Expenses, Tenant shall pay the Landlord, as
               and when Tenant receives the same, all such excess amounts
               received by Tenant less any improvements, brokers' fees,
               advertising expenses or other concessions to the extent all of
               the above are actually paid for by Tenant in the procurement of a
               subtenant or assignee.

     13.3 Additional Terms and Conditions Applicable to Subletting. The
          following terms and conditions shall apply to any subletting by Tenant
          of all or any part of the Premises and shall be deemed included in all
          subleases under this Lease whether or not expressly incorporated
          therein:

          (a)  Tenant hereby assigns and transfers to Landlord all of Tenant's
               interest in all rentals and income arising from any sublease of
               all or a portion of the Premises heretofore or hereafter made by
               Tenant, and Landlord may collect such rent and income and apply
               same toward Tenant's obligations under the Lease; provided,
               however, that until a Default (as defined in Section 14.1) shall
               occur in the performance of Tenant's obligations under this
               Lease, Tenant may, except as otherwise may be provided in this
               Lease, receive, collect and enjoy the rents accruing under such
               sublease. Landlord shall not, by reason of the foregoing
               provision except as otherwise provided in this Lease,

                                        8
<PAGE>

               receive, collect and enjoy the rents accruing under such
               sublease. Landlord shall not, by reason of the foregoing
               provision or any other assignment of such sublease to Landlord,
               nor by reason of the collection of the rents from a subtenant, be
               deemed liable to the subtenant for any failure of Tenant to
               perform and comply with any of Tenant's obligations to such
               sublease under such Sublease. Tenant hereby irrevocably
               authorizes and directs any such sublease, upon receipt of a
               written notice from Landlord stating that a Default exists in the
               performance of Tenant's obligations under this Lease to pay to
               Landlord the rents and other charges due and to become due under
               the sublease. Subtenant shall rely upon any such statement and
               request from Landlord and shall pay such rents and other charges
               to Landlord without any obligation or right to inquire as to
               whether such Default exists and notwithstanding any notice from
               or claim from Tenant to the contrary, Tenant shall have no right
               or claim against such subtenant, or, until the Default has been
               cured, against Landlord, for any such rents and other charges so
               paid by said subtenant to Landlord.

          (b)  In the event of a Default by Tenant in the performances of its
               obligations under this Lease, Landlord, at its option and without
               any obligation to do so, may require any subtenant to attorn to
               Landlord, in which event Landlord shall undertake the obligations
               of the sublandlord under such sublease from the time of the
               exercise of said option to the expiration of such subleases;
               provided, however, Landlord shall not be liable for any prepaid
               rents or security deposit paid by such subtenant to such
               sublandlord or for any other prior defaults or breaches of such
               sublandlord under such sublease.

          (c)  Any matter or thing requiring the consent of the sublandlord
               under a sublease shall also require the consent of Landlord
               herein.

          (d)  No subtenant under a sublease approved by Landlord shall further
               assign or sublet all or any part of the Premises without
               Landlord's prior written consent, which may be granted or denied
               in Landlord's sole discretion.


14. Default; Remedies.

     14.1 Default. A "Default" or "Event of Default" by Tenant is defined as a
          failure by Tenant to observe, comply with or perform any of the terms,
          covenants, conditions or rules applicable to Tenant under this Lease.
          Each one of the following shall be an event of default:

          (a)  The vacating of the Premises without the intention to reoccupy
               same, or the abandonment of the Premises.

          (b)  Except as expressly otherwise provided in this Lease, the failure
               by Tenant to make any payment of Base Rent, Tenant's Share of
               Common Area Operating Expenses, or any other monetary payment
               required to be made by Tenant hereunder as and when due, the
               failure by Tenant to provide Landlord with reasonable evidence of
               insurance or surety bond required under this Lease, or the
               failure of Tenant to fulfill any obligation under this Lease
               which endangers or threatens life or property, where such failure
               continues for a period of three (3)days following written notice
               thereof by or on behalf of Landlord to Tenant.

          (c)  Except as expressly otherwise provided in this Lease, the failure
               by Tenant to provide Landlord with reasonable written evidence
               (in duly executed original form, if applicable) of (i) compliance
               with Applicable Requirements per Section 7.4; (ii) the
               inspection, maintenance and service contracts required by Section
               8.l(b); (iii) the rescission of an unauthorized assignment or
               subletting per Section 13; (v) a Tenancy Statement per Sections
               17 or 37; (vi) the subordination or non-subordination of this
               Lease per Section 31; (vi) the guaranty of the performance of
               Tenant's obligations under this Lease if required under Sections
               1.12 and 37; (vii) the execution of any document requested under
               Section 41 (easements); or (viii) any other documentation or
               information which Landlord may reasonably require of Tenant under
               the terms of this Lease, where any such failure continues for a
               period of ten (10) days following written notice by or on behalf
               of Landlord to Tenant.

          (d)  A Default by Tenant as to the terms, covenants, conditions or
               provisions of this Lease, or of the rules adopted under Section
               39 hereof that are to be observed, complied with or performed by
               Tenant, other than those described in Subparagraphs 14.l(a), (b)
               or (c) above, where such Default continues for a period of thirty
               (30) days after written notice thereof by or on behalf of
               Landlord to Tenant; provided, however, that if the nature of
               Tenant's Default is such that more than thirty (30) days are
               reasonably required for its cure, then it shall not be deemed to
               be a Breach of this Lease by Tenant if Tenant commences such cure
               within said thirty (30) day period and thereafter diligently
               prosecutes such cure to completion.

          (e)  The occurrence of any of the following events: (i) the making by
               Tenant of any general arrangement or assignment for the benefit
               of creditors; (ii) Tenant's becoming a "debtor" as defined in 11
               U.S. Code Section 101 or any successor statute thereto (unless,
               in the case of a petition filed against Tenant, the same is
               dismissed within sixty (60) days); (iii) the appointment of a
               trustee or receiver to take possession of substantially all of
               Tenant's assets located at the Premises or of Tenant's interest
               in this Lease, where possession is not restored to Tenant within
               thirty (30) days; or (iv) the attachment, execution or other
               judicial seizure of substantially all of Tenant's assets located
               at the Premises or of Tenant's interest in this Lease, where such
               seizure is not discharged within thirty (30) days; provided,
               however, in the event that any provision of this subparagraph
               14.1(e) is contrary to any applicable law, such provision shall
               be of no force or effect, and shall not affect the validity of
               the remaining provisions.

          (f)  The discovery by Landlord that any financial statement of Tenant
               or of any Guarantor, given to Landlord by Tenant or any
               Guarantor, was materially false.

          (g)  If the performance of Tenant's obligations under this Lease is
               guaranteed: (i) the death of a Guarantor; (ii) the termination of
               a Guarantor's liability with respect to the Lease other than in
               accordance with the terms of such guaranty; (iii) a Guarantor's
               becoming insolvent or the subject of a bankruptcy filing; (iv) a
               Guarantor's refusal to honor the guaranty; or (v) a Guarantor's
               breach of its guaranty obligation on an anticipatory breach
               basis, and Tenant's failure within sixty (60) days following
               written notice by or on behalf of Landlord to Tenant of any such
               event, to provide Landlord with written alternative assurances of
               security, which, when coupled with the then existing resources of
               Tenant, equals or exceeds the combined financial resources of
               Tenant and the Guarantors that existed at the time of execution
               of this Lease.

     14.2 Remedies

          (a)  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:

               (l)(a) 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 possession 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 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;
                    provided, however, Landlord shall use reasonable efforts to
                    relet the Premises. 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 be given to Tenant. No notice from
                    Landlord hereunder or under a forcible entry and detainer
                    statute or similar

                                        9
<PAGE>



                    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.

               (1)(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)(a) 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), Lessee 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. 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.

          (b)  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 amount
               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.

          (c)  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 Default thereof and no
               acceptance of full or partial rent during the continuance of any
               such Default shall constitute a waiver of any such Default 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 Default thereof shall be waived, altered, or
               modified, except by written instrument executed by Landlord. No
               waiver of any Default 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 Default 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.

          (d)  Nothing contained in this Section 14 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 Section. Notwithstanding anything
               contained in this Section 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."

          (e)  Pursue any other remedy now or hereafter available to Landlord
               under the laws or judicial decisions of the state wherein the
               Premises are located.

          (f)  The expiration or termination of this Lease and/or the
               termination of Tenant's right to possession shall not relieve
               Tenant from liability under any indemnity provisions of this
               Lease as to matters occurring or accruing during the term hereof
               or by reason of Tenant's occupancy of the Premises.

     14.3 Inducement Recapture in Event of Default. Any agreement by Landlord
          for free or abated rent or other charges applicable to the Premises,
          or for the giving or paying by Landlord to or for Tenant of any cash
          or other bonus, inducement or consideration for Tenant's entering into
          this Lease, all of which concessions are hereinafter referred to as
          "Inducement Provisions" shall be deemed conditioned upon Tenant's full
          and faithful performance of all of the terms, covenants and conditions
          of this Lease to be performed or observed by Tenant during the term
          hereof as the same may be extended upon the occurrence of a Default
          (as defined in Section 14.1) of this Lease by Tenant, any such
          Inducement Provision shall automatically be deemed deleted from this
          Lease and of no further force or effect, and any rent, other charge,
          bonus, inducement or consideration theretofore abated, given or paid
          by Landlord under such an Inducement Provision shall be immediately
          due and payable by Tenant to Landlord, and recoverable by Landlord, as
          additional rent due under this Lease, notwithstanding any subsequent
          cure of said Default by Tenant. The acceptance by Landlord of rent or
          the cure of the Default which initiated the operation of this Section
          14.3 shall not be deemed a waiver by Landlord of the provisions of
          this Section 14.3 unless specifically so stated in writing by Landlord
          at the time of such acceptance.

     14.4 Late Charges. Tenant hereby acknowledges that late payment by Tenant
          to Landlord of rent and other sums due hereunder will cause Landlord
          to incur costs not contemplated by this Lease, the exact amount of
          which will be extremely difficult to ascertain. Such costs include,
          but are not limited to, processing and accounting charges, and late
          charges which may be imposed upon Landlord by the terms of any ground
          lease, mortgage or deed of trust covering the Premises. Accordingly,
          if any installment of rent or other sum due from Tenant

                                       10
<PAGE>


          shall not be received by Landlord or Landlord's designee within five
          (5) days after such amount shall be due, then, without any requirement
          for notice to Tenant. Tenant shall pay to Landlord a late charge equal
          to five percent (5%) of such overdue amount. The parties hereby agree
          that such late charge represents a fair and reasonable estimate of the
          costs Landlord will incur by reason of late payment by Tenant.
          Acceptance of such late charge by Landlord shall in no event
          constitute a waiver of Tenant's Default with respect to such overdue
          amount, nor prevent Landlord from exercising any of the other rights
          and remedies granted hereunder. In the event that a late charge is
          payable hereunder, whether or not collected for three (3) consecutive
          installments of Base Rent, then notwithstanding Section 4.1 or any
          other provision of this Lease to the contrary, Base Rent shall, at
          Landlord's option, become due and payable quarterly in advance.

     14.5 Default by Landlord. Landlord shall not be deemed in default of this
          Lease unless Landlord fails within a reasonable time to perform an
          obligation required to be performed by Landlord. For purposes of this
          Section 14.5, a reasonable time shall in no event be less than thirty
          (30) days after receipt by Landlord, and by any Lender(s) whose name
          and address shall have been furnished to Tenant in writing for such
          purpose, of written notice specifying wherein such obligation of
          Landlord has not been performed: provided, however, that if the nature
          of Landlord's obligation is such that more than thirty (30) days after
          such notice are reasonably required for its performance, then Landlord
          shall not be in breach of this Lease if performance is commenced
          within such thirty (30)day period and thereafter diligently pursued to
          completion.


15.  Condemnation. If the Premises or any portion thereof are taken under the
     power of eminent domain or sold under the threat of the exercise of said
     power (all of which are herein called "condemnation"), this Lease shall
     terminate as to the part so taken as of the date the condemning authority
     takes title or possession whichever first occurs. If more than ten percent
     (10%) of the floor area of the Premises or more than twenty-five percent
     (25%) of the portion of the Common Areas designated for Tenant's parking is
     taken by condemnation, Tenant may, at Tenant's option, to be exercised in
     writing within ten (10) days after Landlord shall have given Tenant written
     notice of such taking (or in the absence of such notice, within ten (10)
     days after the condemning authority shall have taken possession) terminate
     this Lease as of the date the condemning authority takes such possession.
     If Tenant does not terminate this Lease in accordance with the foregoing,
     this Lease shall remain in full force and effect as to the portion of the
     Premises remaining, except that the Base Rent shall be reduced in the same
     proportion as the rentable floor area of the Premises taken bears to the
     total rentable floor area of the Premises. No reduction of Base Rent shall
     occur if the condemnation does not apply to any portion of the Premises.
     Any award for the taking of all or any part of the Premises under the power
     of eminent domain or any payment made under threat of the exercise of such
     power shall be the property of Landlord, whether such award shall be made
     as compensation for diminution of value of the leasehold or for the taking
     of the fee, or as severance damages; provided, however, that Tenant shall
     be entitled to any compensation, separately awarded to Tenant for Tenant's
     relocation expenses and/or loss of Tenant's Trade Fixtures.


16.  Brokers. Tenant and Landlord each represent and warrant to the other that
     (i) it has had no dealings with any person, firm, broker or finder other
     than David Fried of First Industrial Realty, Inc. (First Industrial) who
     acted as Landlord's agent in connection with the negotiation of this Lease
     and/or the consummation of the transaction contemplated hereby; and (ii) no
     broker or other person, firm or entity other than said named Broker(s) is
     entitled to any commission or finder's fee in connection with said
     transaction. Tenant and Landlord do each hereby agree to indemnify,
     protect, defend and hold the other harmless from and against liability for
     compensation or charges which may be claimed by any such unnamed broker,
     finder or other similar party by reason of any dealings or actions of the
     indemnifying Party, including any costs, expenses, and/or attorneys' fees
     reasonably incurred with respect thereto.


17.  Statements.

     17.1 Estoppel. Each party shall within ten (10) days after written notice
          from the other party execute, acknowledge, and deliver to the
          requesting party 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 the requesting party may request. It is intended that
          any such statement delivered pursuant to this Section may be relied
          upon by any prospective purchaser of all or any portion of Landlord's
          interest herein or any holder of any mortgage or deed of trust
          encumbering the Building Complex. Tenant's failure to deliver such
          statement within such time shall be conclusive upon Tenant that:
          (i)the Lease is in full force and effect, without modification except
          as may be represented by Landlord; (ii) there are no uncured defaults
          in Landlords performance and (iii) not more than one month's rent has
          been paid in advance. Further, upon request, Tenant will supply
          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.

     17.2 Financial Statement. If Landlord desires to finance, refinance, or
          sell the Premises or the Building, or any part thereof, Tenant and all
          Guarantors shall deliver to any potential lender or purchaser
          designated by Landlord such financial statements of Tenant and such
          Guarantors as may be reasonably required by such lender or purchaser,
          including but not limited to Tenant's financial statements for the
          past three (3) years. All such financial statements shall be received
          by Landlord and such lender or purchaser in confidence and shall be
          used only for the purposes herein set forth.


18.  Landlord's Liability. The term "Landlord" as used herein shall mean the
     owner or owners at the time in question of the fee title to the Premises.
     In the event of a transfer of Landlord's title or interest in the Premises
     or in this Lease, Landlord shall deliver to the transferee or assignee (in
     cash or by credit) any unused Security Deposit held by Landlord at the time
     of such transfer or assignment. Upon such transfer or assignment and
     delivery of the Security Deposit, as aforesaid, the prior Landlord shall be
     relieved of all liability with respect to the obligations and/or covenants
     under this Lease thereafter to be performed by the Landlord. Subject to the
     foregoing, the obligations and/or covenants in this Lease to be performed
     by the Landlord shall be binding only upon the Landlord as hereinabove
     defined.


19.  Severability. The invalidity of any provision of this Lease, as determined
     by a court of competent jurisdiction, shall in no way affect the validity
     of any other provision hereof.


20.  Interest on Past Due Obligations. Any monetary payment due Landlord
     hereunder, other than late charges, not received by Landlord within ten
     (10) days following the date on which it was due, shall bear interest from
     the date due at the prime rate charged by the largest state chartered bank
     in the state in which the Premises are located plus four percent(4%) per
     annum, but not exceeding the maximum rate allowed by law, in addition to
     the potential late charge provided for in Section 14.4.


21.  Time of Essence. Time is of the essence with respect to the performance of
     all obligations to be performed or observed by the Parties under this
     Lease.


22.  Rent. All monetary obligations of Tenant to Landlord under the terms of
     this Lease are deemed to be rent.


23.  No Prior or other Agreements. This Lease contains all agreements between
     the Parties with respect to any maker mentioned herein, and no other prior
     or contemporaneous agreement or understanding shall be effective.


24.  Notices.

     24.1 Notice Requirements. All notices required or permitted by this Lease
          shall be in writing and may be delivered in person (by hand or by
          messenger or courier service) or may be sent by certified or
          registered mail or U.S. Postal Service Express Mail, with postage
          prepaid, or by facsimile transmission during normal business hours,
          and shall be deemed sufficiently given if served in a manner specified
          in this Section 24. The addresses noted below shall be that Party's
          address for delivery or mailing of notice purposes. Either Party may
          by written notice to the other specify a different address for notice
          purposes, except that upon Tenant's taking possession of the Premises,
          the Premises shall constitute Tenant's address for the purpose of
          mailing or delivering notices to Tenant. A copy of all notices
          required or permitted to be given to Landlord hereunder shall be
          concurrently transmitted to such party or parties at such addresses as
          Landlord may from time to time hereafter designate by written notice
          to Tenant.


                                       11
<PAGE>


          If to Local Landlord:         First Industrial Realty. Inc.
                                        5350 South Roslyn Street, Suite 240
                                        Greenwood Village, Colorado 80111
                                        Attn: Jane Montgomery

          If to Landlord:               First Industrial. L.P.
                                        311 South Wacker Drive. Suite 4000
                                        Chicago, Illinois 60606
                                        Attn: Chief Operating Officer

          with a copy to:               Barack Ferrazzano Kirschbaum
                                        Perlman & Nagelberg
                                        333 West Wacker Drive, Suite 2700
                                        Chicago. Illinois 60606
                                        Attn: Howard Nagelberg and
                                           Suzanne Besette-Smith

          If to Tenant:                 Zynex Medical, Inc.
                                        8100 Southpark Way
                                        Unit A-9
                                        Littleton, CO 80120
                                        Attn: Thomas Sandgaard

     24.2 Date of Notice. Any notice sent by registered or certified mail,
          return receipt requested, shall be deemed given forty-eight (48) hours
          after the same is addressed as required herein and mailed with postage
          prepaid. Notices delivered by United States Express Mail or overnight
          courier that guarantees next day delivery shall be deemed given
          twenty-four (24) hours after delivery of the same to the United States
          Postal Service or courier. If any notice is transmitted by facsimile
          transmission or similar means, the same shall be deemed served or
          delivered upon telephone or facsimile confirmation of receipt of the
          transmission thereof, provided a copy is also delivered via delivery
          of mail. If notice is received on a Saturday or a Sunday or a legal
          holiday, it shall be deemed received on the next business day.


25.  Waivers. No waiver by Landlord of the Default of any term, covenant or
     condition hereof by Tenant shall be deemed a waiver of any other form
     covenant or condition hereof or of any subsequent Default by Tenant of the
     same of any other term, covenant or condition hereof. Landlord's consent to
     or approval of any such act shall not be deemed to render unnecessary the
     obtaining of Landlord's consent to or approval or any subsequent or similar
     act by Tenant or be construed as the basis of an estoppel to enforce the
     provision or provisions of this Lease requiring such consent. Regardless of
     Landlord's knowledge of a Default at the time of accepting rent, the
     acceptance of rent by Landlord shall not be a waiver of any Default by
     Landlord of any provision hereof. Any payment given Landlord by Tenant may
     be accepted by Landlord on account of moneys or damages due Landlord,
     notwithstanding any qualifying statements or conditions made by Tenant in
     connection therewith, which such statements and/or conditions shall be of
     no force or effect whatsoever unless specifically agreed to in writing by
     Landlord at or before the time of deposit of such payment.


26.  Recording. Tenant shall not record this Lease or a memorandum hereof. In
     the event that Tenant violates this provision, this Lease shall be null,
     void and of no further force and effect, at Landlord's option, except that
     Tenant shall be liable to Landlord as liquidated damages, in the amount of
     the remaining Rent to be paid hereunder.


27.  Holdover. Tenant has no right to retain possession of the Premises or any
     part thereof beyond the expiration or earlier termination, of this Lease.
     In the event that Tenant holds over in violation of this Section 27 with
     the consent of Landlord, then the Base Rent payable from and after the time
     of the expiration or earlier termination of this Lease shall be increased
     to two hundred percent (200%) of the Base Rent applicable during the month
     immediately preceding such expiration or earlier termination. Nothing
     contained herein shall be construed as a consent by Landlord to any holding
     over by Tenant.


28.  Cumulative Remedies. No remedy or election hereunder shall be deemed
     exclusive but shall, wherever possible, be cumulative with all other
     remedies at law or in equity.


29.  Covenants and Conditions. All provisions of this Lease to be observed or
     performed by Tenant are both covenants and conditions.


30.  Binding Effect: Choice of Law. This Lease shall be binding upon the
     Parties, their personal representatives, successors and assigns and be
     governed by the laws of the State of Colorado. Any litigation between the
     Parties hereto concerning this Lease shall be initiated in the county in
     which the Premises are located.


31.  Subordination; Attornment; Non-Disturbance

     31.1 Subordination. This Lease and any other Option granted hereby shall be
          subject and subordinate to any ground lease, mortgage, deed of trust,
          or other hypothecation or security device (collectively, "Security
          Device") now or hereafter placed by Landlord upon the real property of
          which the Premises are a part, to any and all advances made on the
          security thereof, and to all renewals, modifications, consolidations,
          replacements and extensions thereof. Tenant agrees that the Lender's
          holding any such Security Device shall have no duty, liability or
          obligation to perform any of the obligations of Landlord under this,
          Lease, but that in the event of Landlord's default with respect to any
          such obligation. Tenant will give any Lender whose name and address
          have been furnished Tenant in writing for such purpose notice of
          Landlord's default pursuant to Section 14.5. If any Lender shall elect
          to have this Lease and/or any Option granted hereby superior to the
          lien of its Security Device and shall give written notice thereof to
          Tenant, this Lease and such Options shall be deemed prior to such
          Security Device, notwithstanding the relative dales of the
          documentation or recordation thereof.

     31.2 Attornment. Subject to the non-disturbance provisions of Section 3
          1.3, Tenant agrees to attorn to a Lender or any other party who
          acquires ownership of the Premises by reason of a foreclosure of a
          Security Device, and that in the event of such foreclosure, such new
          owner shall not (i) be liable for any act or omission of any prior
          Landlord or with respect to events occurring prior to acquisition of
          ownership; (ii) be subject to any offsets or defenses which Tenant
          might have against any prior Landlord; or (iii) be bound by prepayment
          of more than one month's rent.

     31.3 Non-Disturbance. With respect to Security Devices entered into by
          Landlord after the execution of this Lease, Tenant's subordination of
          this Lease shall be subject to receiving assurance ("non-disturbance
          agreement") from the Lender that Tenant's possession and this Lease,
          including any options to extend the term hereof, will not be disturbed
          so long as Tenant is not in Default hereof and attorns to the record
          owner of the Premises.

     31.4 Self-Executing. The agreements contained in this Section 31 shall be
          effective without the execution of any further documents: provided,
          however, that upon written request from Landlord or a Lender in
          connection with a sale, financing or refinancing of the Premises,
          Tenant and Landlord shall execute such further writings as may be
          reasonably required to separately document any such subordination or
          non-subordination, attornment and/or non-disturbance agreement as is
          provided for herein.

                                       12
<PAGE>


32   Attorneys' Fees. If any Party brings an action or proceeding to enforce the
     terms hereof or declare rights hereunder, the Prevailing Party (as
     hereafter defined) in any such proceeding, action, or appear thereon. shall
     be entitled to reasonable attorneys' fees. Such fees may be awarded in the
     same suit or recovered in a separate suit, whether or not such action or
     proceeding is pursued or decision or judgment. The term "Prevailing Party"
     shall include, without limitation, a Party who substantially obtains or
     defeats the relief sought, as the case may be, whether by compromise,
     settlement, judgment or the abandonment by the other Party of its claim or
     defense. The attorneys' fee award shall not be computed in accordance with
     any court fee schedule, but shall be such as to fully reimburse all
     attorneys' fees reasonably incurred. Landlord shall be entitled to
     attorneys' fees, costs and expenses incurred in preparation and service of
     notices of Default and consultations in connection therewith, whether or
     not a legal action is subsequently commenced in connection with such
     Default.


33.  Right of Entry. Landlord and Landlord's agents shall have the right to
     enter the Premises at any time, in the case of an emergency, and otherwise
     at reasonable times for the purpose of showing the same to prospective
     purchasers, lenders, or tenants, and making such alterations, repairs,
     improvements or additions to the Premises or to the Building. as Landlord
     may reasonably deem necessary. Landlord may at any time place on or about
     the Premises or Building any ordinary "For Sale" signs and Landlord may at
     any time during the last one hundred eighty (180) days of the term hereof
     place on or about the Premises any ordinary "For Lease" signs. All such
     activities of Landlord shall be without abatement of rent or liability to
     Tenant.


34.  Auctions. Tenant shall not conduct, nor permit to be conducted, either
     voluntarily or involuntarily, any auction upon the Premises without first
     having obtained Landlord's prior written consent. Notwithstanding anything
     to the contrary in this Lease. Landlord shall not be obligated to exercise
     any standard of reasonableness in determining whether to grant such
     consent.


35.  Signage. Tenant shall not place any sign upon the exterior of the Premises
     or the Building, except that Tenant may, with Landlord's prior written
     consent, install (but not on the roof) such signs as are reasonably
     required to advertise Tenant's own business so long as such signs are in a
     location designated by Landlord and comply with Applicable Requirements and
     the signage criteria established for the Building Complex by Landlord. The
     installation of any sign on the Premises by or for Tenant shall be subject
     to the provisions of Section R (Maintenance, Repairs, Utility
     Installations, Trade Fixtures and Alterations). Unless otherwise expressly
     agreed herein, Landlord reserves all rights to the use of the roof of the
     Building, and the right to install advertising signs on the Building,
     including the roof, which do not unreasonably interfere with the conduct of
     Tenant's business; Landlord shall be entitled to all revenues from such
     advertising signs. Landlord's sign criteria is attached hereto as part of
     Exhibit D.


36.  Termination; Merger. Unless specifically stated otherwise in writing by
     Landlord, the voluntary or other surrender of this Lease by Tenant, the
     mutual termination or cancellation hereof, or a termination hereof by
     Landlord for Default by Tenant, shall automatically terminate any sublease
     or lesser estate in the Premises: provided, however, Landlord shall, in the
     event of any such surrender, termination or cancellation, have the option
     to continue any one or all of any existing subtenancies. Landlord's failure
     within ten (10) days following any such event to make a written election to
     the contrary by written notice to the holder of any such lesser interest,
     shall constitute Landlord's election to have such event constitute the
     termination of such interest.


37.  Guarantor.

     37.1 Form of Guaranty. If there are to be any Guarantors of the Lease per
          Section 1.12, the form of the guaranty to be executed by each such
          Guarantor shall be in the form provided by Landlord attached hereto as
          Exhibit E and each such Guarantor shall have the same obligations as
          Tenant under this Lease, including, but not limited to, the obligation
          to provide the Tenancy Statement and information required in Section
          17.

     37.2 Additional Obligations of Guarantor. It shall constitute a Default of
          the Tenant under this Lease if any such Guarantor fails or refuses,
          upon reasonable request by Landlord to give: (a) evidence of the due
          execution of the guaranty called for by this Lease, including the
          authority of the Guarantor (and of the party signing on Guarantor's
          behalf) to obligate such Guarantor on said guaranty, and resolution of
          its board of directors authorizing the making of such guaranty,
          together with a certificate of incumbency showing the signatures of
          the persons authorized to sign on its behalf; (b) current financial
          statements of Guarantor as may from time to time be requested by
          Landlord; (c) a Tenancy Statement; or (d) written confirmation that
          the guaranty is still in effect.


38.  Quiet Possession. Upon payment by Tenant of the rent for the Premises and
     the performance of all of the covenants, conditions and provisions on
     Tenant's part to he observed and performed under this Lease and subject to
     the provisions of this Lease, Tenant shall not be disturbed in its
     possession of the Premises for the entire term hereof by Landlord or any
     other person lawfully claiming through or under Landlord.


39.  Rules and Regulations. Tenant agrees that it will abide by, and keep and
     observe all reasonable rules and regulations ("Rules and Regulations) which
     Landlord may make from time to time for the management, safety, care, and
     cleanliness of the grounds, the parking and unloading of vehicles and the
     preservation of good order, as well as for the convenience of other
     occupants or tenants of the Building and the Building Complex and their
     invitees.


40.  Security. Tenant hereby acknowledges that the rent payable to Landlord
     hereunder does not include the cost of guard service or other security
     measures, and that Landlord shall have no obligation whatsoever to provide
     same. Tenant assumes all responsibility for the protection of the Premises,
     Tenant, its agents and invitees and their property from the acts of third
     parties. Notwithstanding the foregoing, Landlord may elect to provide a
     concierge or security guard for more efficient operation of the Building
     Complex, and the cost thereof shall be included as a Common Area 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 Complex is secure and Landlord
     shall not be responsible for the quality of any services which may be
     provided hereunder or for damage or injury to Tenant, its agents,
     employees, invitees or others or its betterments contained in the Building
     Complex or the Premises due to the failure, action or inaction of such
     persons.


41.  Reservations. Landlord reserves the right, from time to time, to grant,
     without the consent or joinder of Tenant, such easements, rights of way,
     utility raceways, and dedications that Landlord deems necessary, and to
     cause the recordation of parcel maps and restrictions, so long as such
     easements, rights of way, utility raceways, dedications, maps and
     restrictions do not unreasonably interfere with the use of the Premises by
     Tenant. Tenant agrees to sign any documents reasonably requested by
     Landlord to effectuate any such easement rights, dedication, map or
     restrictions.


42.  Authority. If either Party hereto is a corporation, trust, or general or
     limited partnership, each individual executing this Lease on behalf of such
     entity represents and warrants that he or she is duly authorized to execute
     and deliver this Lease on its behalf. If Tenant is a corporation, trust or
     partnership. Tenant shall within thirty (30) days after request by
     Landlord. deliver to Landlord evidence satisfactory to Landlord of such
     authority.


43.  Conflict. Any conflict between the printed provisions of this Lease and the
     typewritten or handwritten provisions shall be controlled by the
     typewritten or handwritten provisions.


44.  Offer. Preparation of this Lease by either Landlord or Tenant or Landlord's
     agent or Tenant's agent and submission of same to

                                       13
<PAGE>

     hereto.

45.  Amendments. This Lease may be modified only in writing, signed by the
     parties in interest at the time of the modification. The Parties shall
     amend this Lease from time to time to reflect any adjustments that are made
     to the Base Rent or other rent payable under this Lease. As long as they do
     not materially change Tenant's obligations hereunder, Tenant agrees to make
     such reasonable non-monetary modifications to this Lease as may be
     reasonably required by an institutional insurance company or pension plan
     lender in connection with the obtaining of normal financing or refinancing
     of the property of which the Premises are a part.


46.  Multiple Parties. Except as otherwise expressly provided herein, if more
     than one person or entity is named herein as either Landlord or Tenant, the
     obligations of such multiple parties shall be the joint and several
     responsibility of all persons or entities named herein as such Landlord or
     Tenant.


47.  Relocation of Premises. Landlord shall have the right, at its sole option,
     to relocate Tenant and substitute for the Premises other space with the
     Building Complex. Landlord shall notify Tenant with sixty (60) days prior
     written notice of the date Tenant will need to be relocate into the new
     Premises. Substitute space shall contain at least as much square footage as
     the Tenant's original Premises, which space thereafter shall be governed by
     the terms and conditions of the Lease Agreement. Such substitute Premises
     shall have similar building features and shall be improved with decorations
     and improvements at least equal in quantity and quality with Tenant
     original Premises. Said costs for decoration and improvements shall be at
     the sole expense of the Landlord. Decorations and improvement in such
     substitution Premises shall include, but not be limited to, moving
     expenses, sign relocation, door lettering and telephone relocation
     expenses. Tenant, at Tenant's option, may terminate this Lease within
     fifteen (15) days of receipt of notice to relocate from Landlord. Lease
     termination shall be effective on the date Tenant would have been relocated
     to the new Premises.


48.  Temperature. Tenant shall maintain the air temperature in its leased space
     warm enough to prevent the freezing of plumbing and sprinkler systems, if
     any.


49.  Confidentiality. All information contained in this Lease Agreement is
     hereby deemed confidential and shall not be divulged to anyone without the
     express written consent of Landlord except as otherwise specified in
     Section 17, and Section 26 of this Lease Agreement or as otherwise required
     by law.

The parties hereto have executed this Lease to be effective on the date and year
first above written.



LANDLORD:                                   TENANT:

First Industrial. L.P., a Delaware          Zynex Medical, Inc.
limited partnership by First Industrial     a Colorado corporation
Realty Trust, a Maryland corporation its
General partner


By: /s/ Graham Riley                        By:  /s/ Thomas Sandgaard
    ------------------------------------        --------------------------------
    Graham Riley                                Thomas Sandgaard

Its:       Regional Director                Its:      President

Address:   5350 South Roslyn Street         Address:  8100 Southpark Way,
           Suite 240                                  Unit A-9
           Greenwood Village, Colorado                Littleton, Colorado 80120
           80111


Phone:     303.220-5565                               Phone:   800-845-1771
Fax:       307.220-5585                               Fax:     800-495-6695


                                    EXHIBITS

                        Exhibit A - Depiction of Premises

                        Exhibit B - The Building Complex

                           Exhibit C - Work Agreement

                            Exhibit D - Sign Criteria

                              Exhibit E - Guaranty

                          Exhibit F - Option to Extend


                                       14
<PAGE>


                                    EXHIBIT A

                              DEPICTION OF PREMISIS
                              ---------------------

                  [Detailed architect drawing of office space]

                          8100 Southpark Way, Suite A9

                                       15
<PAGE>

                                    EXHIBIT B

                              THE BUILDING COMPLEX
                              --------------------

                            Southwest Business Center

                                [Map of Location]


                                       16
<PAGE>


                                    EXHIBIT C

                                 WORK AGREEMENT

                             (Landlord's Work Form)
                             ----------------------

a. To that certain lease made as of the 28th day of January, 2004, between First
Industrial, L.P., a Delaware limited partnership as Landlord, and Zynex Medical,
Inc., a Colorado corporation as Tenant, covering approximately 9,857 square feet
of space located at 8100 Southpark Way, Unit A-9, Littleton, Colorado 80120.

Concurrently herewith, you as Tenant, and the undersigned, as Landlord, have
executed a Lease covering the above captioned Premises (the provisions of said
Lease are herein incorporated by reference as if fully set forth herein). In
consideration of the execution of said Lease. Tenant and Landlord mutually agree
as follows:


1. Tenant Improvement Allowance. Landlord agrees to provide Tenant with an
allowance of $O.5O/SF ($4,928.50) towards any work Tenant does within the
Premises. Tenant shall provide Landlord with paid receipts and lien waivers for
all leasehold improvements made to the Premises. Tenant shall use a licensed
general contractor who shall be required to pull a building permit for any
leasehold improvements that are not cosmetic in nature (i.e. carpet/paint).
Landlord will, within thirty (30) days from the receipt of the above
documentation. reimburse Tenant for the total of the paid receipts or $4,928.50,
whichever is less. Tenant shall use the allowance within three (3) months of
lease commencement or Tenant shall forfeit said allowance.

Except as listed above. Tenant shall take delivery of the Demised Premises in
substantially "as is" condition. Any other costs necessary for Tenant to open
for business shall be the sole responsibility of Tenant.





LANDLORD:                                   TENANT:

First Industrial. L.P., a Delaware          Zynex Medical, Inc.
limited partnership by First Industrial     a Colorado corporation
Realty Trust, a Maryland corporation its
General partner


By: /s/ Graham Riley                        By:  /s/ Thomas Sandgaard
    ------------------------------------        --------------------------------
    Graham Riley                                Thomas Sandgaard

Its:       Regional Director                Its:      President

Address:   5350 South Roslyn Street         Address:  8100 Southpark Way,
           Suite 240                                  Unit A-9
           Greenwood Village, Colorado                Littleton, Colorado 80120
           80111


Phone:     303.220-5565                               Phone:   800-845-1771
Fax:       307.220-5585                               Fax:     800-495-6695

                                       17
<PAGE>

                          SCHEDULE 1 TO WORK AGREEMENT

                     PROCEDURE AND SCHEDULES FOR COMPLETION
                     --------------------------------------
                            OF TENANT WORK BY TENANT
                            ------------------------


Tenant and Tenant's Contractor and the contracts between Tenant and Tenant's
Contractors, to be entered into in connection with the performance of Tenant's
Work, shall conform to the following rules, regulations, and requirements, which
shall be incorporated into such contracts. Tenant shall ensure that all of
Tenant's Contractors act in conformity with the provisions set forth herein. In
the event of any conflict between any other terms or provisions of Tenant's
contracts and the terms and provisions set forth below, the terms and provisions
set forth below shall control.

     A. Tenant shall start construction of Tenant's Work in the Premises not
later than ten (10) days from issuance of a building permit, and shall carry
such construction to completion with all due diligence.

     B. Tenant shall submit to Landlord, in writing, at least ten (10) days
prior to the commencement of construction, the following information:

          1. The names and addresses of the general, mechanical and electrical
     contractors, if any, Tenant intends to engage in the construction of
     Tenant's Work and copies of proposed contracts executed by Tenant. (The
     term "Contractor" as used hereinafter shall mean Tenant's general
     Contractor or, if Tenant does not use a general Contractor, then all
     Contractors with whom Tenant contracts directly for Tenant's Work. The term
     "Subcontractors" shall mean and refer to all entities contracting with the
     Contractor to complete Tenant's Work.)

          2. A proposed schedule setting forth the commencement date of
     construction of Tenant's Work and the date of completion of construction of
     Tenant's Work, fixturing work, dates for proposed interruption of services
     (if any required) and the date of projected opening.

          3. Copies of performance and/or labor and material bonds, as required
     by Landlord, from the Contractor and Subcontractors.

          4. Final itemized statement of estimated construction costs, including
     architectural, engineering and contracting fees.

          5. Evidence of insurance as called for herein. Tenant shall secure,
     pay for and maintain, or cause its Contractor(s) to secure, pay for and
     maintain, during the continuance of and for one (1) year after completion
     of construction and fixturing work within Tenant's Premises, all of the
     insurance policies required and in the amounts as set forth herein. Tenant
     shall not permit, and Tenant's contract shall prohibit its Contractor to
     commence any work until all required insurance has been obtained and
     certified copies of policies have been delivered to Landlord.

     C. Insurance: The following insurance requirements shall be complied with:

          1. Minimum Coverage -Prior to any Tenant's Work being commenced by
     Tenant's Contractor or Subcontractors, Tenant or Tenant's Contractor (as
     set forth below), shall obtain and maintain insurance with minimum coverage
     and limits to protect Landlord and Landlord's managing agent from the
     claims hereinafter set forth which may arise or result from performance of
     any Tenant's Work. whether such work be done by Tenant's Contractor or by
     any of Subcontractors or by anyone directly or indirectly employed by
     Tenant's Contractor or Subcontractors or by anyone for whose acts Tenant's
     Contractor or Subcontractors may be liable as set forth as follows (such
     limits may be provided by an appropriate "umbrella" policy):

          a. Workmen's Compensation insurance at the statutory limits provided
     for by the State of Colorado:

          b. Employer's liability insurance at a limit of not less than $100,000
     for all damages arising from each accident;

          c. Comprehensive general liability insurance covering: (i) Operations
     Premises liability; (ii) Owner's and Contractor's protective liability;
     (iii) Completed operations: (iv) Product liability; (v) Contractual
     liability; (vi) Broad form property damage endorsement and property damage
     caused by cogitations otherwise subject to exclusion for explosion,
     collapse or underground damage; (vii) Fire legal liability, with the
     following insurance limits: Bodily Injury: $1,000,000 each occurrence;
     $1,000,000 aggregate completed operations products; Property Damage
     $500,000 each occurrence; $500.000 aggregate operations; $500,000 aggregate
     protective; $500,000 aggregate completed operations/products;

          d. Comprehensive automobile liability insurance covering all owned,
     hired or non-owned vehicles including the loading and unloading thereof
     with limits of no less than: Automobile Bodily Injury: $500,000 each
     person; $1,000,000 each occurrence: Automobile Property Damage: $500,000
     each person;

          e. Physical damage insurance covering the completed value of the
     Tenant's Work which shall afford coverage against "all risks" for physical
     loss or damage.


          2. Cancellation - All such insurance shall be carried with a company
     or companies reasonably satisfactory to Landlord and Landlord's managing
     agent and the insurance described in (3). (4) and (5) above, and shall name
     Landlord and Landlord's managing agent and their employees and agents as
     additional insured parties. In addition, each policy shall provide that it
     will not be canceled or altered except after ten (10) days advance written
     notice to Landlord, and the certificate of insurance shall so state.


          3. Policy Termination -Tenant's Contractor and Subcontractors shall
     maintain all insurance required hereunder during the completion of Tenant's
     Work and for a period ending one (1) year after the date of completion of
     all Tenant's Work.


          4. Either Tenant or Tenant's Contractor may provide the insurance
     required hereunder except that Tenant's Contractor shall at a minimum
     provide the insurance described in (1), (2) and (3) of subparagraph 3(a)
     above. Prior to commencement of work by Tenant's Contractor. ~t shall
     deliver two (2) copies of the aforementioned policies or certificates
     evidencing such insurance to Landlord. All policies shall be deemed primary
     over any other valid or collectible insurance carried by Landlord or
     Landlord's managing agent. Such policies must be approved by Landlord prior
     to commencement of said work. Without the express written consent of the
     Landlord, Tenant agrees that it shell not allow any Contractor. or
     subcontractor to commence work within the Shopping Center until such entity
     has obtained the Insurance required above.


          5. Waiver of Subrogation - Tenant and Tenant's Contractor and
     Subcontractors shall waive all rights against each other and the
     subcontractors, sub-subcontractors, agents and employees, each of the other
     for damages caused by fire or other perils available under the normal "All
     Risk" I.S.0, insurance policy on the work itself and the Building.

                                       18
<PAGE>


     D. As provided above, Tenant shall notify Landlord of the names of the
proposed Tenant's Work general, mechanical and electrical contractors. All
Contractors and Subcontractors engaged by Tenant shall be bondable, licensed
contractors, capable of performing quality workmanship and working in harmony
with Landlord's general contractor and other contractors on the job. All work
shall be coordinated with the general project work. Landlord shall have the
right to require Tenant's Contractors and Subcontractors to provide payment and
performance bonds for any or all Tenant's Work. such bonds to be paid for out of
Tenant's Work Allowance if such funds are available. Any bond shall be requested
and provided prior to the commencement of Tenant's Work.

     E. Tenant's Contractor and construction shall comply in all respects with
applicable federal, state, county and/or local statutes, ordinances,
regulations, laws and codes. All required building and other permits in
connection with the construction and completion of Tenant's Work shall be
obtained and paid for by Tenant out of Tenant's Work Allowance if such funds are
available. If either party observes that any Tenant's Work is at variance in any
respect with any applicable codes, ordinances, laws, rules and regulations, it
shall promptly notify the. other party and Landlord in writing, and any
necessary changes shall be made by Tenant. If Tenant's Contractor performs any
Tenant's Work that it knows is contrary to such codes, laws, ordinances, rules
and regulations, and fails to deliver such notice to the Tenant and Landlord,
Tenant's Contractor shall assume full responsibility therefore and shall bear
all costs attributable to repair, replacement or correction. Tenant and Tenant's
Contractor and its subcontractors shall comply with Federal, State and local tax
laws, social security acts. unemployment compensation acts and such other acts
and laws as are applicable to the performance of Tenant's Work.

     F. All contracts shall be in writing, and no work shall be done except
pursuant to such contracts. Tenant's contract with Tenant's Contractor shall be
subject to Landlord prior written consent, which consent shall not be
unreasonably withheld or delayed. Any approved contracts shall not be amended or
modified without approval by Landlord, which consents shall not be unreasonably
withheld or delayed. The Tenant's contract shall conform with the provisions of
the Lease, including all provisions herein, and shall obligate the Tenant's
Contractor to complete Landlord's Tenant's Work in accordance with the schedule
referred to in Paragraph 2(b) above.

     G. Work which Landlord shall have the right to have performed on behalf of
and for the benefit of Tenant shall be limited to work which Landlord deems
necessary to be done on an emergency basis and which pertains to structural
components, the general utility systems for the project, and the erection of
temporary barricades and temporary signs, per standard project details and
criteria, during construction or Tenant's Work which in Landlord's reasonable
opinion is not being performed in compliance with this Schedule 1.

     H. Tenant's Work shall be subject to the inspection and reasonable approval
of Landlord. Landlord's architect and general Contractor. Such inspection shall
be for Landlord's sole benefit and shall in no event be construed as any benefit
to, nor may Tenant rely thereon. All of Tenant's Work shall be first quality.

     I. Tenant shall apply and pay for all utility meters except where metered
service is provided by Landlord or public service agency.

     J. The Tenant's contract shall include a statement requiring the Contractor
and all Subcontractors, laborers. and material men to execute a lien waiver for
any interim and final payments. A copy of the executed waiver or notice of
refusal is to be immediately forwarded to the Landlord.

     K. Tenant and Tenant's Contractor shall indemnify and hold harmless
Landlord and representatives, agents and employees from and against all claims,
damages, losses, and expenses, including, but not limited to, reasonable
attorney's fees arising out of or resulting from the performance of Tenant's
Work or Tenant's Contractor's performance of the Tenant's contract which are:
(a) caused in whole or in part by any negligence or omission of Tenant's
Contractor, any subcontractor or anyone directly or indirectly employed by any
of them or anyone for whose acts any of them may be liable; and (b) attributable
to bodily injury, sickness, disease or death, or the destruction of tangible
personal property, including loss of use resulting from any of the foregoing
acts and all Tenant's Work contracts shall reflect this indemnity. In any and
all claims against the Landlord or its representatives or any of their agents or
employees or by an employee of Tenant's Contractor, any subcontractor, anyone
directly or indirectly employed by any of them. or anyone for whose acts any of
them may be liable. The indemnification obligation under the Paragraph 14 shall
not be limited in any way by any limitation on the amount or type of damages.
compensation or benefits payable by or for the Tenant's Contractor or any
Subcontractor under the Workers Compensation Act, disability benefit acts, or
other employee benefit acts.

     L. In the event a Subcontractor or materialman files a mechanics' lien as a
result of performing work pursuant to Tenant's contract then Tenant's Contractor
shall indemnify the Tenant and Landlord from said lien and shall, when requested
by the Tenant and/or Landlord, pay the amount requested to release the lien or
furnish Tenant and Landlord (as Landlord or Tenant may specify) either a bond
sufficient to discharge the lien or deposit in an escrow approved by Landlord
and Tenant a sum equal to 150% of the amount of such lien. Subject to any
restrictions thereon posed by any mortgagee' of Landlord. Tenant's Contractor
shall have the right and opportunity, in cooperation with Landlord and Tenant,
to contest the validity of any such mechanics' lien by such legal means as are
available, including the right to prosecute any appeals which may be permitted
by law so long as during the pendency of any contest or appeal, the Tenant's
Contractor shall effectively stay or prevent any official or judicial sale of
any of the real property or improvements comprising the building, upon execution
or otherwise, and so long as the Tenant's Contractor pays any final judgment
entered with respect to any such mechanics' lien and thereafter procures and
records, within a reasonable time, record satisfaction thereof. In the event the
Tenant and Landlord shall be a party to any such coiltest or appeal, or any
other action resulting from or arising out of the performance of the work by
Tenant's Contractor (or any of its subcontractors, agents, or employees),
Tenant's Contractor shall be responsible for all legal fees and other costs and
expenses incurred by Landlord and Tenant in any such action. Landlord and Tenant
shall have the right to obtain separate counsel of their choice at Tenant's
Contractor's expense. In the event that Tenant's Contractor fails to pay the
lien or provide a bond or cash escrow, or otherwise fails to fully satisfy and
obtain the release of any lien or claim in accordance with the provisions
hereof. Tenant's Contractor shall be obligated to pay to Tenant or Landlord, as
the case may be, all monies that the latter may pay in discharging any such lien
including all costs and reasonable attorneys' fees incurred by Landlord or
Tenant in settling, defending against, appealing or in any other manner dealing
with any such lien.

     M. All risk of loss to all property of the Tenant and Tenant's Contractor
and its subcontractors. Including, but not limited to, tools and materials
located on the Premises. shall be the sole and exclusive responsibility of the
Tenant and Tenant's Contractor and its subcontractors, and the Landlord shall
have no responsibility therefore.

     N. If Tenant or Tenant's Contractor is adjudicated a bankrupt, or if Tenant
or Tenant's Contractor makes a general assignment for the benefit of its
creditors, or if a receiver is appointed on account of Tenant's Contractor's
insolvency, or if Tenant's Contractor persistently or repeatedly refuses or
falls, except in cases where delay is justified, to supply enough properly
skilled workmen or proper materials or if Tenant's Contractor persistently
disregards laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction, or otherwise is guilty of a substantial violation
of a provision of Tenant's contact, then the Tenant (or Landlord in the event of
Tenant's bankruptcy. default. or assignment to creditors) may, without prejudice
to any right or remedy and after giving the Tenant's Contractor and its surety,
if any, seven (7) business days' written notice, terminate Tenant's contract
with the Contractor and in the event of Contractor's default take possession of
all materials, equipment, tools, construction equipment and machinery thereon
owned by Tenant's Contractor and shall thereafter finish all Tenant's Work being
constructed and previously contracted for by Tenant's Contractor by whatever
method it may deem expedient. In such case. Tenant's Contractor shall not be
entitled to receive any further payments from Tenant until completion of all
Tenant's Work; provided, however, that the Tenant's actions shall not release
Tenant's Contactor from any obligations to Tenant arising from its performance
or nonperformance under any contracts prior to the date of such termination.
Following the completion of such uncompleted Tenant's Work, Tenant shall pay the
Tenant's Contractor an amount equal to the aggregate of the amounts actually due
under Tenant's contract at the time of the termination of the contract. less the
cost to Tenant of completing all the Tenant's Work. Upon termination of Tenant's
contract, Tenant's Contractor shall execute and deliver all documents and take
all steps, including the legal assignment of Tenant's Contractor contractual
rights as the Tenant may require for the purpose of fully vesting in Tenant the
rights and benefits of the Tenant's Contractor under Tenant's contract, and
arising out of it. Tenant shall also pay to the Tenant's Contractor fair rental
for any equipment retained.

                                       19
<PAGE>


     0. Tenant's Contractor shall warrant and agree, at its expense, and at no
expense whatsoever to Landlord or Tenant to correct or cause to be corrected any
defects in the Tenant's Work (including, but not limited to, latent defects or
defects due to defective workmanship or materials whether supplied, installed or
performed by Tenant's Contractor or any Subcontractor or supplier) which occur
within one (1) year after Tenant's Contractor has substantially completed the
Tenant's Work, including completion of all punchlist items, (as evidenced by the
Tenant's acceptance of such Work) or for such longer period as may be set forth
in the Tenant's contract. Tenant's Contractor shall require a similar warranty
in all Subcontracts, and shall deliver to Landlord and Tenant, together with
appropriate assignments, if required, all warranties of subcontractors and
suppliers of materials, components and equipment furnished and installed in
connection with such Tenant's Work. Tenant's Contractor further agrees that all
guaranties and warranties relating to any Tenant's Work or any materials
incorporated into the Tenant's Work shall be extended to and given to both the
Landlord and the Tenant, as their respective interests in such Tenant's Work
exist, as more particularly set forth in the Lease between the Landlord and
Tenant.

     P. Landlord shall have no obligation with respect to Tenant's Contractor
except for the provision to Tenant's Contractor of those services which Landlord
provides to other tenant finish contractors in the Building Complex without
preference or privileges.

     Q. Landlord and Landlord's contractor shall have the right, from time to
time as may be required, to inspect or perform work within the Premises. Such
inspections or work shall not conflict with Tenant's Contractor's work in the
Premises unless it is necessary in an emergency situation Further, Landlord
shall have the right to suspend Tenant's Contractor's work in the Premises if
such work, in the reasonable opinion of Landlord or of Landlord's contractor, is
presenting or may present a danger to life, safety, or property, or in an
emergency situation.

     R. Tenant shall give Landlord reasonable prior notice to all inspections,
punchouts and other reviews during the course of construction so that Landlord
may observe such events. Further. Landlord shall be likewise informed of all
building Department inspections and requirements for issuance of the Certificate
of Occupancy for the Premises. Landlord's observation of any such events shall,
in no event be construed or interpreted as a review or approval by Landlord of
any such work nor shall it prevent Landlord, if it thereafter discovers any
deficiency in such Work, from requiring correction thereof as otherwise provided
herein. Tenant's Contractor shall be solely responsible for obtaining such
Certificate of Occupancy and shall submit to Landlord the original thereof prior
to Tenant's occupancy of the Premises for the purpose of conducting business.

     S. Provided the same is performed in a reasonable manner. Landlord's
engineer or other agent shall have the option of reviewing all equipment and
materials to be used in the construction of the Tenant's Work and all such work
prior to Tenant move-in. Such review shall in no event constitute approval by
Landlord.

     T. Tenant's Contractor will not store materials or supplies in, about, or
outside the Building Complex (other than within the Premises) without the prior
approval of the Landlord and Landlord's contractor.

     U. Tenant's Contractor will provide, at all times, direct supervision of
any and all work being performed for the Tenant including the delivery and
hoisting of materials, if necessary.

     V. Tenant's Contractor will cooperate with Landlord to dispose of refuse
resulting from Tenant's Work. This may include the use of Landlord's dumpster
and a proration of charges associated with such use or at Landlord's option and
Tenant's sole cost and expense the placement of Tenant Contractor's dumpster at
a location specified by Landlord.

     W. If my legal action or arbitration proceeding is commenced in order to
enforce the provisions of Tenant's contract or to recover damages as a result of
the alleged breach of the provisions thereof, the prevailing party in any such
action or proceeding shall be entitled to recover all reasonable costs incurred
in connection therewith, including reasonable attorneys' fees.

                                       20
<PAGE>


                                    EXHIBIT D

                                  SIGN CRITERIA


     These criteria have been established for the purpose of assuring a quality
business park and for the mutual benefit of all Tenants. Conformance will be
strictly enforced, and any installed nonconforming or unapproved signs must be
brought in conformance at the expense of the Tenant. ANY SIGN THAT DOES NOT
CONFORM TO THESE REGULATIONS WILL BE REMOVED AND REPLACED WITH A CONFORMING SIGN
AT TENANTS EXPENSE.

     It will be the sole responsibility of the Tenant to conform to the terms of
this Sign Criteria as follows:

     A. General Requirements:

          1. Within thirty (30) days after execution of this Lease. Tenant will
     provide, at its sole cost and expense, the Tenant's portion of the sign in
     conformance with the criteria below.

          2. The sign base complete with the unit number has been provided on
     the building. The sign base is the property of the Landlord.

          3. Tenant identification shall be restricted to the Tenant portion of
     the sign except for item "A" below.

          4. The lettering/logo and installation of the Tenant portion of the
     sign on the sign base shall be paid for by Tenant and remain the property
     of Landlord. All letters and other scripting shall be consistent in color
     and style with the lettering on the base and in good taste, in the opinion
     of Landlord.

          5. Tenant shall submit to Landlord for its approval all copy and/or
     logo prior to installation of the Tenant portion of the sign.

          6. Upon Lease termination, Tenant shall remove its sign and return the
     premises to their original condition.

          7. No electrical or audible signs will be allowed.

          8. Except as provided herein, no banners, pennants, placards,
     freestanding signs, or signs affixed to automobiles or trailers are allowed
     on the building. in the landscaped areas, or on streets or, parking area.
     The restriction pertaining to automobiles or trailers does not apply to
     magnetic or painted identification signs placed on company or private
     vehicles for use in the normal course of business.

          9. All signs will be reviewed for conformance with this criteria and
     overall aesthetics and design quality Approval or disapproval of sign
     submittals based on aesthetics shall remain the sole right of the Landlord.

          10. Each Tenant shall submit or cause to be submitted to Landlord for
     approval before fabrication at least four (4) copies of detailed drawings
     indicating location, size, layout, design and color of the proposed signs,
     including all lettering and/or graphics.

          11. All permits for signs and their installation shall be obtained by
     the Tenant or their representative at Tenant's cost and expense and will
     comply with all appropriate government requirements. Nothing in this
     criteria shall imply a waiver of requirements by the local authorities.

          12. Tenant shall be responsible for the fulfillment of all
     requirements and specifications.

          13. All signs shall be constructed and installed at Tenant's expense


     B. Specific Requirements:

     1. None

     2.

     3.

     4.





LANDLORD:                                   TENANT:

First Industrial. L.P., a Delaware          Zynex Medical, Inc.
limited partnership by First Industrial     a Colorado corporation
Realty Trust, a Maryland corporation its
General partner


By: /s/ Graham Riley                        By:  /s/ Thomas Sandgaard
    ------------------------------------        --------------------------------
    Graham Riley                                Thomas Sandgaard

Its:       Regional Director                Its:      President

Address:   5350 South Roslyn Street         Address:  8100 Southpark Way,
           Suite 240                                  Unit A-9
           Greenwood Village, Colorado                Littleton, Colorado 80120
           80111


Phone:     303.220-5565                               Phone:   800-845-1771
Fax:       307.220-5585                               Fax:     800-495-6695

                                       21
<PAGE>

                                    EXHIBIT E

                                    GUARANTY

     THIS GUARANTY is given as of this 28th day of January, 2004, by Thomas
Sandgaard (hereinafter referred to as "Guarantor"), whose home address is 10506
S. Kalahari Ct., Littleton, Colorado 80124.


                              W I T N E S S E T H:

     WHEREAS, First Industrial, L.P., a Delaware limited partnership
("Landlord") is willing to execute that certain Lease Agreement (the "Lease")
dated the __ day of _________,2004, between Landlord and Zynex Medical, Inc., a
Colorado corporation ("Tenant") pertaining to approximately 9,857 square feet of
space in the Building located at 8100 Southpark Way, in the City of Littleton,
State of Colorado, known as Suite A-9 (the "Premises") on condition of receiving
the Guaranty from the Guarantor as herein contained;

     NOW, THEREFORE, for and in consideration of leasing the Premises by the
Landlord to Tenant in accordance with the terms and provisions of the Lease,
which Lease is executed concurrently herewith, to induce Landlord to execute and
deliver the Lease and for other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged by the Guarantor, Guarantor
hereby agrees as follows.

     1. Guarantor hereby represents and warrants to Landlord that:

          a. Guarantor acknowledges that Guarantor is financially interested in
     Tenant.

          b. Guarantor further warrants and represents that the financial
     information provided to Landlord by Tenant and Guarantor, upon which
     Landlord may have relied in entering into the Lease, is currently accurate.

          c. This Guaranty has been duly executed and delivered by the
     authorized of guarantor and constitutes lawful, binding and legally
     enforceable obligations.

     2. Guarantor hereby, jointly and severally, unconditionally and irrevocably
guarantees the prompt and faithful performance of all of the terms and
provisions of the Lease by Tenant and any assignee of Tenant, including, but not
limited to, the payment of all installments of rent and other sums due to
Landlord thereunder. Guarantor does hereby waive each and every notice to which
Guarantor may be entitled under said Lease, or otherwise. and expressly consents
to any extension of time, leniency, modification, waiver, forbearance, or any
change which may be made in any term and condition of the Lease, and no such
change, modification, extension, waiver, or forbearance shall release Guarantor
from any liability or obligation hereby incurred or assumed. Guarantor further
expressly waives any notice of default in or under any of the terms of the
Lease, notice of acceptance of this Guaranty, and all setoffs and counterclaims;
provided, however, Guarantor shall be given the same right to cure Tenant's
default as that afforded Tenant under the Lease.

     3. It is specifically understood and agreed that, in the event of a default
by Tenant of the terms and provisions of the Lease and after the expiration of
any applicable grace period, Landlord shall be entitled to commence any action
or proceeding against the Guarantor or otherwise exercise any available remedy
at law or in equity to enforce the provisions of this Guaranty without first
commencing any action or otherwise proceeding against Tenant or otherwise
exhausting any or all of its available remedies against Tenant, it being
expressly agreed by the undersigned that its liability under this Guaranty shall
be primary. Landlord may maintain successive actions for other defaults. Its
rights hereunder shall not be exhausted by its exercise of any of its rights or
remedies or by any such action or by any number of successive actions, until and
unless all obligations hereby guaranteed have been paid and fully performed.

     4. In the event that any action be commenced by Landlord to enforce the
provisions of this Guaranty, Landlord shall be entitled, if it shall prevail in
any such action or proceeding, to recover from Guarantor all reasonable costs
incurred in connection therewith, including reasonable attorneys' fees.

     5. No payment by Guarantor shall entitle Guarantor under any obligations
owed by Tenant to Guarantor, by subrogation or otherwise. to any payment by
Tenant under or out of the property of the Tenant, including specifically, but
not limited to, the revenues derived from the Premises

     6. This Guaranty shall inure to the benefit of Landlord, its heirs,
personal representatives, successors, and assigns and shall be binding upon the
heirs, personal representatives, successors, and assigns of the Guarantor.

     7. The liability of the Guarantor hereunder shall in no way be affected by,
and Guarantor expressly waives any defenses that may arise by reason of, (a) the
release or discharge of the Tenant in any creditors', receivership, bankruptcy
or other proceedings; (b) the impairment, limitation or modification of the
liability of the Tenant or the estate of the Tenant in bankruptcy, or of any
remedy for the enforcement of the Tenant's said liability under the Lease,
resulting from the operation of any present or future provision of the National
Bankruptcy Act or other statute or from the decision In any court; (c) the
rejection or disaffirmance of the Lease in any such proceedings; (d) the
modification, assignment or transfer of the Lease by the Tenant; (e) any
disability or other defense of the Tenant; or (f) the cessation from any cause
whatsoever of the liability of the Tenant.

     8. Guarantor agrees that in the event Tenant shall become insolvent or
shall he adjudicated a bankrupt, or shall file a petition for reorganization,
arrangement or similar relief under any present or future provisions of the
Federal Bankruptcy Code, or any similar law or statute of the United States or
any State thereof, or if such a petition filed by creditors of Tenant shall be
approved by a Court, or if Tenant shall seek a judicial readjustment of the
rights of its creditors under any present or future Federal or State law or if a
receiver of all or part of its property and assets is appointed by any State or
Federal court:

          a. If the Lease shall be terminated or rejected, or the obligations of
     Tenant thereunder shall be modified. Landlord shall have the option either
     (i) to require the undersigned, and the undersigned, hereby so agree, to
     execute and deliver to Landlord a new lease as tenant for the balance of
     the term then remaining as provided in the Lease and upon the same terms
     and conditions as set forth therein, or (ii) to recover from the
     undersigned that which Landlord would be entitled to recover from Tenant
     under the Lease in the event of a termination of the License by Landlord
     because of a default by Tenant, and such shall be recoverable from the
     undersigned without regard to whether Landlord is entitled to recover the
     same from Tenant in any such proceeding.

          b. If any obligation under the Lease is performed by Tenant and all or
     any part of such performance is avoided or recovered from Landlord as a
     preference, fraudulent transfer or otherwise, in any bankruptcy,
     insolvency, liquidation, reorganization or other proceeding involving
     Tenant, the liability of Guarantor under this Guaranty shall remain in full
     force and effect.

                                       22
<PAGE>


          c. As further security for the payment of amounts under this Guaranty.
     Guarantor will file all claims against Tenant upon any indebtedness of
     Tenant to the undersigned in any bankruptcy or other proceeding in which
     the filing of claims is required by law and will assign to Landlord all
     rights of the undersigned thereunder, to the extent of Guarantor's
     obligations under this Guaranty. If Guarantor does not file any such claim,
     Landlord, as attorney-in-fact for Guarantor is hereby authorized to do so
     in the name of Guarantor or, in Landlord's discretion, to assign the claim
     and to cause proof of claim to be filed in the name of Landlord's nominee.
     In all such cases, whether in administration, bankruptcy or otherwise, the
     person or persons authorized to pay such claim shall pay to Landlord the
     full amount thereof, and, to the full extent necessary for that purpose,
     Guarantor hereby assigns to Landlord all of Guarantor's rights to any such
     payments or distributions to which Guarantor would otherwise be entitled.

          This Guaranty shall be enforced with the laws of the State of Colorado
     and shall be deemed executed in the County of Arapahoe, State of Colorado.
     Guarantor hereby consents to and submits to the jurisdiction of the federal
     and state courts located in the State of Colorado and any action or suit
     under this Guaranty by Guarantor shall only be brought in the federal or
     state court with appropriate under the Guaranty, and hereby waives any
     defenses based on the venue, inconvenience of the forum, lack of personal
     jurisdiction, the sufficiency of service and processor the like in ay such
     action or suit brought in the State of Colorado.


/s/ Thomas Sandgaard
-----------------------------------------------
Thomas Sandgaard

Social Security Number: XXX-XX-XXXX
                        -----------

or (Tax ID Number):


STATE OF   Colorado
           ------------------------------------

COUNTY OF  Arapahoe
          -------------------------------------


     The foregoing instrument was acknowledged before me this 28th day of
January, 2004 by Thomas Sandgaard .



     Witness my hand and official seal.

     My commission expires: 10-24-2005           )       Rhonda S. Tuley
                            ----------           ) ss    Notary Public
                                                 )       State of Colorado
                                                         /s/ Rhonda S. Tuley
                                                         -------------------
                                                         Notary Public

                                       23
<PAGE>

                                    EXHIBIT E

                                OPTION TO EXTEND


                                    (Market)


     As additional consideration for the covenants of Tenant hereunder, Landlord
hereby grants unto Tenant an option (the "Option") to extend the term of this
Lease for one (1) additional term of five (5) years (the "Option Term"). The
Option shall apply to all space then under the Lease at the time the Option Term
would commence and shall be on the following terms and conditions:

          A. Written notice of Tenant's interest in exercising the Option shall
     be given to Landlord not earlier than twelve (12) months and not later than
     six (6)months prior to the expiration of the Primary Lease Term ("Tenant's
     Notice"). Not later than thirty (30) days after receiving Tenant's Notice,
     Landlord shall give to Tenant notice of the terms, conditions and rental
     rate applicable during the Option Term, in accordance with subparagraph E
     below ("Landlord's Notice")

          B. Tenant shall have ten (10) days following Tenant's receipt of
     Landlord's Notice within which to exercise the Option by delivering written
     notice of such exercise to Landlord under the terms, conditions and rental
     rate set forth in Landlord's Notice. If Tenant gives such Notice and
     provided the other conditions to the extension have been satisfied, the
     term of the Lease shall be automatically extended for the Option Term
     without requiring further action by the parties; provided, however, the
     parties shall execute an amendment to the Lease to confirm the terms of the
     extension.

          C. Unless Landlord is timely notified by Tenant in accordance with
     subparagraphs A and B above, the Option shall terminate and the Lease shall
     expire in accordance with its terms, at the end of the Primary Lease Term.

          D. Tenant's Option to extend shall continue only if as of the date of
     Tenant's Notice or as of the date of commencement of the Option Term.
     Tenant (i) shall not be in default under the Lease at the time of exercise
     of the option or at the time of the commencement of the Option Terms; (ii)
     Tenant shall not have sublet more than twenty-five percent (25%) of the
     Premises nor assigned its interest in the Lease nor vacated the Premises;
     or (iii) Tenant shall not have been sent more than two (2) letters
     notifying Tenant of noncompliance with the terms and conditions of the
     Lease during Tenant's tenancy.

          E. The Option granted hereunder shall be upon the same terms and
     conditions of this Lease, except for the rental to be paid by Tenant, and
     except there shall be no further option to extend the Lease. The Base Rent
     applicable during each Option Term shall be comparable to that for
     comparable space in a comparable building complex as of the date of
     Landlord's Notice but in no event shall the rate be less than the Base Rent
     which Tenant is paying immediately prior to commencement of the Option
     Term.

          F. After exercise of the Option to extend for one terms above
     described, there shall be no further rights on the part of Tenant to extend
     the term of the Lease.







LANDLORD:                                   TENANT:

First Industrial. L.P., a Delaware          Zynex Medical, Inc.
limited partnership by First Industrial     a Colorado corporation
Realty Trust, a Maryland corporation its
General partner


By: /s/ Graham Riley                        By:  /s/ Thomas Sandgaard
    ------------------------------------        --------------------------------
    Graham Riley                                Thomas Sandgaard

Its:       Regional Director                Its:      President

Address:   5350 South Roslyn Street         Address:  8100 Southpark Way,
           Suite 240                                  Unit A-9
           Greenwood Village, Colorado                Littleton, Colorado 80120
           80111


Phone:     303.220-5565                               Phone:   800-845-1771
Fax:       307.220-5585                               Fax:     800-495-6695

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