vsrs1aleaseagmt.htm


    
      

      

    

    
      LEASE
AGREEMENT

      


      THIS LEASE (the “Lease”) is made and
entered into this 1st day of
August 2005, by and between RJF COMPANY, LTD., a Utah limited partnership (the
“Landlord’) and Volu-Sol Reagents, Inc., 5095 West 2100 South, West Valley City,
Utah 84120 (the “Tenant”).

      


      For good and valuable consideration,
receipt and sufficiency of which hereby acknowledged, Landlord and Tenant agree
as follows:

      


      
        	
                 
      

              	
                1.

              	
                Leased
      Premises.  Landlord does hereby demise and lease to
      Tenant, and Tenant does hereby lease from Landlord, on and subject to the
      terms, provisions, covenants, conditions and limitations set forth in this
      Lease, approximately 11,500 square feet of space (the “Leased Premises”)
      in a building (the “Building”) at approximately 5095 West 2100 South, West
      Valley City, Utah.  A site plan (the “Site Plan”) showing the
      Building and the development (the “Development”) of Landlord of which the
      Building is a part is set forth on Exhibit A which
      is attached hereto.  A floor plan showing the location of the
      Leased Premises within the Building is set forth on Exhibit B which
      is attached hereto.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Common Areas;
      Parking

              


      

      


      
        	
                 
      

              	
                a.

              	
                Tenant
      and its employees and invitees shall also be entitled during the Lease
      Term to non-exclusive use of the common areas (the “Common Areas”) of the
      Development.  The term “Common Areas” means those portions of
      the Development which are designated by Landlord of the general
      non-exclusive use of Landlord, Tenant, and other tenants in the
      Development, and their respective employees and invitees, including,
      without limitation, parking areas, roadways, sidewalks, driveways, and
      landscaped areas.  The Common Areas presently planned for the
      Development are identified on the Site Plan.  Common Areas
      identified on the Site Plan will be constructed in phases to correspond to
      the construction of buildings in the Development.  Landlord may
      from time to time change the size, location, nature and sure of any of the
      Common Areas as long as such changes do not materially and adversely
      affect Tenant’s use of the leased
Premises.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Notwithstanding
      anything herein to the contrary, Tenant’s use of the parking areas which
      are part of the Common Areas shall be limited to eleven (11) standard size
      automobiles or pickup utility vehicles.  Tenant shall not cause
      large trucks or other large vehicles to be parked in the parking areas of
      the Development or on adjacent public streets, except to the extent
      temporary parking of large delivery vehicles is permitted by the rules and
      regulations established by
Landlord.

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                3.

              	
                Term.  The
      term of the Lease shall commence on December 1, 2005, (hereinafter called
      the “Commencement Date”).  The term of this Lease (hereinafter
      called the “Lease Term”) shall continue for a period of 60 months until
      November 30, 2010, (the “Termination Date”), unless otherwise extended in
      accordance with the terms and conditions hereof.  “Lease Year”
      shall mean the period of one year from the Commencement Date until the
      anniversary of the Commencement Date,
etc.

              


      

      


      
        	
                 
      

              	
                4.

              	
                Use.  The
      office space portion of the Leased Premises shall be used and occupied
      only for general office purposes.  The warehouse portion of the
      Leased Premises shall be used only for warehouse
  purposes.

              


      

      


      
        	
                 
      

              	
                5.

              	
                Rental;
      Payment.

              


      

      


      
        	
                 
      

              	
                a.

              	
                Tenant
      agrees to pay the Landlord, without deduction or set-off of any kind, and
      without notice or demand, base rental for each month during the Lease Term
      in the following amounts:

              


      

      


      
        	
                Month During the Lease
      Term

              	
                Base Rental Per
      Month

              
	 
      	 
      
	
                December
      1, 2005 – November 30, 2006

              	
                $4,903.00

              
	
                December
      1, 2006 – November 30, 2007

              	
                $5,050.00

              
	
                December
      1, 2007 – November 30, 2008

              	
                $5,202.00

              
	
                December
      1, 2008 – November 30, 2009

              	
                $5,358.00

              
	
                December
      1, 2009 – November 20, 2010

              	
                $5,518.00

              


      

      


      The base
rental for the first month (Month 1) of the Lease Term shall be due and payable
at the time of execution of this Lease.  The base rental for each
subsequent month (Month 2, etc.) of the Lease Term shall be due and payable, in
advance, on or before the first day of such month.

      


      
        	
                 
      

              	
                b.

              	
                Tenant
      shall pay to Landlord as additional rental its prorate share, as defined
      in other sections of this Lease, of certain insurance premiums (Section
      11), expenses and costs of operation and maintaining the Common Area
      (Section 19), certain utilities (Section 20), taxes (Section 21), and
      other items.

              


      

      


      
        	
                 
      

              	
                c.

              	
                All
      past due base rentals, additional rentals and/or other sums due to
      Landlord under the terms of this Lease shall bear interest at the rate of
      eighteen percent (18%) per annum or the maximum rate of interest which is
      allowed by the law in the State of Utah, whichever is lesser, from the due
      date until paid by Tenant, provided, however, that the foregoing shall not
      give Tenant the right to pay any sums due hereunder on other than the
      dates herein specified for the payment of same.  In addition,
      Tenant acknowledges that the late payment of any amount owed will cause
      Landlord to lose the use of that money and to incur costs and expenses not
      contemplated under this Lease, including, without limitation,
      administrative and collections costs and processing and accounting
      expenses, the exact amount of which is extremely difficult to
      ascertain.  Therefore, in addition to interest, if any payment
      is not made by tenant within five (5) business days from the date it is
      due, Tenant shall pay Landlord, to partially reimburse Landlord of the
      additional cost of handling such payment, a late charge equal to five
      percent (5%) of such amount.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                d.

              	
                All
      rentals and other amounts provided to be paid by Tenant to Landlord under
      this Lease shall be paid or mailed
to:

              


      

      


      RJF
Company, Ltd.

      Attn:
Robert A. Furstenau

      5125 West
2100 South

      West
Valley, Utah 84120

      


      
        	
                 
      

              	
                or
      to such other payee or address as Landlord may designate in writing to
      Tenant.  For all purposes hereof, rentals and other amounts
      shall be deemed to be paid when received by Landlord at the above address
      or such other address as Landlord may designate in writing to
      Tenant.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Security Deposit;
      Increases

              


      

      


      
        	
                 
      

              	
                a.

              	
                Upon
      the execution of this Lease, no additional Security Deposit will be
      required.  Landlord may apply all or part of the Security
      Deposit to any unpaid rent or other charges due from Tenant or to cure any
      other defaults of Tenant.  If Landlord uses any part of the
      Security Deposit, Tenant shall restore the Security Deposit to its full
      amount within ten (10) days after Landlord’s written
      request.  Tenant’s failure to do so shall be a material default
      under this Lease.  No interest shall be paid on the Security
      Deposit.  Landlord shall not be required to keep the Security
      Deposit separate from its other accounts and no trust relationship is
      created with respect to the Security
Deposit.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Each
      time the base rent is increased, Tenant shall deposit additional funds
      with Landlord sufficient to increase the Security Deposit to an amount
      which bears the same relationship to the adjusted base rent as the initial
      Security Deposit bore to the initial base
rent.

              


      

      


      
        	
                 
      

              	
                7.

              	
                Construction.  Landlord
      shall, at its expense, construct the Building, including the Leased
      Premises, and shall construct the Common Areas shown on this Site Plan,
      substantially in accordance with the specifications entitled “Landlord’s
      Work.”  All work on the Leased Premises other than Landlord’s
      Work is to be performed by Tenant, at Tenant’s
  expense.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Condition of
      Premises.  Tenant’s taking possession of the Leased
      Premises shall be conclusive evidence of Tenant’s acceptance thereof in
      good order and satisfactory condition.  Tenant agrees that no
      representations respecting the condition of the Leased Premises and no
      promises to decorate, alter, repair or improve the Leased Premises, either
      before or after the execution hereof, have been made by Landlord or its
      agents to Tenant unless the same are expressly contained herein or made a
      part hereof.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                9.

              	
                Alterations.  Tenant
      shall not make any structural or mechanical alterations in any portion of
      the Leased Premises, nor any alterations to the exterior of the Leased
      Premises, nor any interior alterations without, in each instance, first
      obtaining the written consent of Landlord.  Consent will not be
      unreasonably withheld or delayed for interior alterations.  If
      Landlord shall so consent, Tenant agrees, at Tenant’s expense, to obtain
      and maintain public liability insurance and Workmen’s Compensation
      insurance adequate to fully protect Landlord as well as tenant from and
      against any and all liability for death of or injury to persons or damage
      to property caused in or about, or by reason of, the construction of the
      alterations by Tenant, and Tenant shall also confirm to, and comply with,
      all federal, state, county and local laws, ordinances, permits, rules and
      regulations applicable to such construction. All alterations, including
      additions, improvements, and other work, shall become, upon completion,
      the property of Landlord, subject to the terms of this
      Lease.  The quality of all alterations shall be in conformity
      with the quality of Landlord’s Work applicable to the initial construction
      of the Leased Premises.

              


      

      


      
        	
              	
                10.

              	
                Repairs and
      Maintenance.

              


      

      


      
        	
                 
      

              	
                a.

              	
                Landlord
      agrees, at its expense, to keep the following portions of the Building in
      good condition and repair: the foundations, the structural portion of the
      exterior walls, the roof, and the electrical, water, sewer, and gas lines
      located in the Building, but outside of the Leased Premises, and used in
      common with other tenants.  Landlord shall not be obligated to
      make any repairs until it has had reasonable opportunity to have same
      repaired after being notified in writing of the need of same by
      Tenant.  In no way shall Landlord be required to make any
      repairs and maintenance where such repairs and maintenance are occasioned
      by Tenant’s negligence.  Landlord shall not be liable to Tenant
      for any damage to merchandise, trade fixtures, inventory, work in process
      or personal property of Tenant in the Leased Premises caused by water
      leakage from roof, water lines, sprinkler or hearting and air conditioning
      equipment.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Subject
      to the obligation of Landlord set forth in Section 9(a), Tenant agrees, at
      Tenant’s expense, to keep the Leased Premises in good condition and
      repair, clean, sanitary and safe, including, without limitation: the HVAC,
      plumbing, and electrical systems and facilities (including, without
      limitation, any such systems or facilities which are outside of the Leased
      Premises (such as on the roof of the building) but service only the Leased
      Premises, other building equipment, fixtures, any property of Landlord
      that may be classified as personal property, and doors and windows
      (including all plate glass).  Tenant agrees to paint the
      interior of the Leased Premises when, in Tenant’s reasonable discretion,
      such painting shall be necessary, in order to maintain at all times a
      clean and sightly appearance.  If Tenant refuses or neglects to
      make repairs and/or maintain the Leased Premises or any part thereof, in a
      manner reasonably satisfactory to Landlord, Landlord shall have the right,
      upon giving Tenant reasonable written notice of its election to do so, to
      make such repairs or perform such maintenance on behalf of and for the
      account of Tenant.  In such event, such work shall be paid for
      by Tenant as additional rental promptly upon receipt of a bill
      therefore.

              


      

      


      
        	
                 
      

              	
                c.

              	
                Upon
      execution of this lease agreement, the Landlord and the Tenant shall
      coordinate a mutually acceptable schedule to have the paint the office
      area of the leased space, at the Landlord’s
  expense.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                11.

              	
                Liens.  Tenant
      agrees to pay promptly for any work done by or for the account of Tenant
      (or material furnished therefore) in or about the Leased Premises, and
      Tenant shall not permit or suffer any lien to attach to the Leased
      Premises and shall, within ten (10) days, cause any such lien or any claim
      therefore to be released; provided, however, that in the event Tenant
      contests any such claim, Tenant agrees to indemnify Landlord and, if
      requested, to deposit with Landlord cash or surety bond in form and with a
      company satisfactory to Landlord in an amount equal to such contested
      claim.  Tenant agrees to indemnify Landlord for, and hold
      Landlord harmless from and against, any and all loss, costs, damage,
      liability or expense (including attorney’s fees) arising out of or in
      connection with any work done by or for the account of
    Tenant.

              


      

      


      
        	
              	
                12.

              	
                Insurance.

              


      

      


      
        	
                 
      

              	
                a.

              	
                Landlord
      agrees to carry during the Lease Term insurance covering the Building (but
      excluding Tenant’s trade fixtures and personal property) for the full
      replacement value thereof (exclusive of the cost of excavations,
      foundations and footing) providing protection against any period generally
      included in the classification of “all risk,” including fire, earthquake,
      and extended coverage, vandalism and malicious mischief, sprinkler
      leakage, and such other perils as Landlord, in its discretion, may
      reasonably elect to cover. Tenant, at its request, may carry any portion
      of this coverage.  Any coverage not carried by Tenant will be
      covered by Landlord, and billed accordingly to tenant.  Tenant
      will be required to provide proof of coverage to
      Landlord.  Tenant agrees to pay its Building Prorata Share, as
      defined in section 20(b), for the insurance to be carried by Landlord
      pursuant to this part (a).  Tenant shall make payment within
      twenty (20) days after receipt of an invoice therefore from
      Landlord.

              


      

      
        	
                 
      

              	
                b.

              	
                Landlord
      agrees to carry during the Lease Term commercial general liability
      insurance insuring Landlord against liability for personal injury and
      property damage arising out of the operation, use or occupancy of the
      Development, with limits of not less than $1,000,000 per occurrence and in
      the aggregate.  The premium for this insurance shall be deemed
      part of the expenses of maintaining the Common Areas.  Tenant
      shall pay its Common Area Prorata Share, as defined in Section 19 herein,
      for the insurance to be carried by Landlord pursuant to this
      part(b).

              


      

      


      
        	
                 
      

              	
                c.

              	
                Tenant
      agrees to carry during the Lease Term commercial general liability
      insurance for personal injury and property damage arising out of Tenant’s
      operation, use, or occupancy of the Leased Premises and the Common Areas,
      covering both Tenant and landlord as insureds and, in the event that part
      or all of the Leased Premises shall be subleased, covering such sublessee
      or subtenant as insureds, with terms and in companies satisfactory to
      Landlord, with limits of not less than $2,000,000 per occurrence and in
      the aggregate, with such increases in such amount as Landlord’s
      professional insurance advisers may reasonably recommend from time to time
      based upon inflation, increased liability awards, and other relevant
      factors.  Each insurance policy shall provide that Landlord and
      Tenant shall be given a minimum of (30) days written notice by the
      insurance company prior to cancellation, termination or change of such
      insurance required hereby,  Tenant shall provide Landlord with
      copies of the policies or certificates evidencing that such insurance is
      in full force and effect and stating the terms
  thereof.

              


      

      


      
        	
                 
      

              	
                d.

              	
                Tenant
      further agrees to carry insurance against fire and such other risks as are
      from time to time included in standard extended coverage insurance, for
      the full insurable value, covering all of Tenant’s trade fixtures and
      personal property located on or within the Leased Premises, and Tenant
      shall provide Landlord with evidence of such coverage from time to
      time.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                13.

              	
                Indemnification

              


      

      


      
        	
                 
      

              	
                a.

              	
                Excluding
      negligence or willful misconduct on the part of Landlord, tenant shall
      indemnify and hold harmless Landlord, its partners, employees, and agents,
      from and against any and all liability, claims, demands, expenses, fees,
      fines, penalties, suits, proceedings, actions, and causes of action for
      personal injury or property damage arising or growing out of or in any way
      connected with: (i) the use, occupancy, management or control of the
      Leased Premises or the Common Areas by Tenant, its employees, agents, and
      invitees, (ii) any breach or default in the performance by Tenant of its
      obligations under this Lease, and (iii) any negligently or willfully
      tortuous act by Tenant, its employees, and agents on or about the Leased
      Premises and Common Areas.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Excluding
      negligence or willfull misconduct on the part of the Tenant, Landlord
      shall indemnify and hold harmless Tenant, its officers, directors,
      employees, and agents, from and against any and all liability, claims,
      demands, expenses, fees, fines, penalties, suits, proceedings, actions,
      and causes of action for personal injury or property damage arising or
      growing out of or in any way connected with: (i) the use, occupancy,
      management or control of the Building or the Common Areas by Landlord, its
      employees, agents, and invitees, (ii) any breach or default in the
      performance by Landlord of its obligations under this lease, and (iii) any
      negligently or willfully tortuous act by Landlord, its employees, and
      agents on or about the Leased Premises and Common
  Areas.

              


      

      


      
        	
              	
                14.

              	
                Access to
      Premises.  Tenant agrees that Landlord, its employees and
      agents, or any person authorized by Landlord, may enter the Leased
      Premises for the purpose of: (a) inspecting the condition of the same; (b)
      making such repairs, additions or improvements thereto, or to the building
      of which they are a part, as Landlord may elect or by required to make;
      (c) exhibiting the same to prospective purchasers or prospective lenders;
      and (d) placing notices advertising the Leased Premises for sale within
      120 days of the Termination Date, at such places as may be determined by
      Landlord. Tenant agrees that neither Tenant nor any person within Tenant’s
      control will interfere with such notices.  Landlord shall not
      disturb Tenant’s conduct of business, except in cases of
      emergency.  Landlord shall not be liable to Tenant for any
      damage caused by any such entry, except where such damage is caused by
      Landlord’s gross negligence or willful
  misconduct.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                15.

              	
                Surrender of
      Premises.  Tenant shall, upon expiration of the Lease
      term or any earlier termination of this Lease for any
    cause:

              


      

      


      
        	
                 
      

              	
                a.

              	
                Surrender
      to Landlord the Leased Premises, including, without limitation, all
      alterations, improvements and other additions thereto that any have been
      made or installed by either party to, in, upon or about the Leased
      Premises and all items of Landlord’s property on the Leased Premises at
      the Commencement of the Lease Term.  The Leased Premises and all
      said property shall be surrendered to Landlord by Tenant without any
      damage, injury, or disturbance thereto, or payment
      therefore.  Tenant at its expense shall immediately repair any
      damage to the Leased Premises caused by its vacating the same or by
      Tenant’s removal of such trade fixtures, signs and personal property, and
      shall leave the Leased Premises in a neat and clean condition, free of
      debris and in substantially the same condition as existed prior to
      Tenant’s occupancy, ordinary wear and tear
  expected.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Tenant
      may remove its trade fixtures, signs and personal property.  The
      removal by Tenant of all such trade fixtures and personal property shall
      be done under Landlord’s supervision and any damage occasioned by such
      removal shall be promptly repaired by Tenant at Tenant’s expense and to
      Landlord’s specifications.  However, if Tenant shall be then in
      default, Tenant shall not have the right to remove any of said trade
      fixtures, signs and personal property and Landlord shall have a lien
      thereon to secure the performance by Tenant of its obligations under this
      Lease.

              


      

      


      
        	
                 
      

              	
                c.

              	
                If
      Tenant fails to remove said trade fixtures, signs and personal property
      which Tenant has a right to remove pursuant hereto, at or prior to the
      termination of the Lease Term or earlier termination of this Lease,
      Landlord may, at its election, remove and store the same for the account
      of Tenant and at Tenant’s cost and expense for thirty (30) day period and
      thereafter consider the same abandoned and sell the same as Landlord’s
      property in accordance with applicable
law.

              


      

      


      
        	
              	
                16.

              	
                Tenant’s Conduct of
      Business.  Tenant agrees to conduct its business at all
      times in a first-class manner consistent with reputable business standards
      and practices and that it will keep the Leased Premises in a neat, clean
      and orderly condition.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                17.

              	
                Rules and
      Regulations.  Tenant covenants and agrees that Tenant
      will comply with the following rules and regulations set by Landlord for
      the operation of the Leased
Premises:

              


      

      


      
        	
                 
      

              	
                a.

              	
                Tenant
      shall not affix or maintain upon the exterior windows, doors and exterior
      walls of the Leased Premises, any signs, advertising placards, names,
      insignia, trademarks, descriptive material or any other such like item or
      items, and Landlord shall have the right, without giving prior notice to
      Tenant and without any liability for damage to the Leased Premises
      reasonably caused thereby, to remove any of the same from the Leased
      Premises, except such as shall have first received written approval of
      Landlord as to size, type, color, locations, copy, nature and display
      qualities.

              


      

      


      
        	
                 
      

              	
                b.

              	
                No
      awning or other projections shall be attached to the outside walls of the
      Leased Premises or the Building without, in each instance, the prior
      written consent of Landlord.

              


      

      


      
        	
                 
      

              	
                c.

              	
                All
      unloading and loading of goods shall be done only in the areas and through
      the entrances designated for such purpose by
  Landlord.

              


      

      


      
        	
                 
      

              	
                d.

              	
                No
      radio or television aerial shall be erected on the roof or exterior walls
      of the Leased Premises or the Building without the prior written consent
      of Landlord. Any aerial so installed shall be subject to removal without
      notice at any time, and any damage to the walls or roof caused by such
      removal shall be the responsibility of
Tenant.

              


      

      


      
        	
                 
      

              	
                e.

              	
                No
      loudspeakers, televisions, phonographs, radios, flashing lights or other
      devices shall be used in a manner so as to be heard or seen outside of the
      Leased Premises without the prior written consent of
    Landlord.

              


      

      


      
        	
                 
      

              	
                f.

              	
                No
      auction, fire, bankruptcy or selling-out sales, except those which are
      lawful and bona fide, shall be conducted on or about the Leased Premises
      without the prior written consent of
Landlord.

              


      

      


      
        	
                 
      

              	
                g.

              	
                Nothing
      is to be attached or placed on the exterior walls of the Leased
      Premises.

              


      

      


      In
addition to the foregoing rules and regulations relating to the Leased Premises,
Landlord shall have the right from time to time to adopt and modify reasonable
rules and regulations relating to the Common Areas, and Tenant agrees to comply
with such rules and regulations as they may be adopted and modified. Landlord
shall, for the enforcement of the rules and regulations (the “Rules and
Regulations”) referred to in this section have all remedies in this Lease
provided for breach of the provisions hereof.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                18.

              	
                Tenant’s
      Property.  Landlord, its employees or agents, shall not
      be liable and Tenant waives all claims for any damage to persons or
      property sustained by Tenant or any person claiming through Tenant and
      shall not be liable for the loss of or damage to any property of Tenant or
      of other by theft or otherwise, whether caused by other tenants or persons
      or in the Building or others.  All property of Tenant kept or
      stored on the Leased Premises shall be so kept or stored at the risk of
      Tenant only, and Tenant agrees to indemnify and hold Landlord harmless for
      any claims arising out of damage to the same or damage to Tenant’s
      business, including subrogation claims by Tenant’s insurance
      carrier.

              


      

      


      
        	
              	
                19.

              	
                Holding over.
      If Tenant remains in possession of the Leased Premises after the
      expiration of this Lease without a new lease reduced to writing and duly
      executed, even if Tenant shall have paid, and Landlord shall have
      accepted, rent in respect to such holding over, Tenant shall be deemed to
      be occupying the Leased Premises only as a tenant from month to month
      subject to all covenants, conditions and agreements of this Lease at a
      rate equal to one hundred fifty percent (150%) of the rate in effect
      immediately prior to the expiration of this Lease.  Nothing
      contained in this section shall relieve Tenant of liability for damages
      suffered by landlord on account of Tenant’s holding over the Leased
      Premises.

              


      

      


      
        	
              	
                20.

              	
                Common Area
      maintenance; Payment by
Tenant.

              


      

      


      
        	
                 
      

              	
                a.

              	
                Landlord
      shall maintain the Common Areas during the Lease Term.  Tenant
      agrees to pay $825.00 per month for all expenses and costs incurred by
      Landlord in the operation and maintenance of the Common Areas during the
      Lease Term excluding property taxes or any repairs to the building caused
      by your employees.  This amount is valid through November 20,
      2010, at which time, the monthly amount may be adjusted for the remaining
      lease agreement.  The expenses and costs incurred by Landlord in
      the maintenance of the Common Areas shall include, without limitation,
      costs and expenses incurred for the following: snow removal; gardening and
      landscaping; utilities, water, and sewer charges; maintenance of signs
      (other than tenant signs); premiums for liability, property damage, fire,
      earthquake and other types of casualty insurance on the Common Areas
      (including the premiums for the commercial general liability insurance to
      be maintained by Landlord pursuant to Section 11(b) herein); all personal
      property taxes levied on or attributable to personal property used in
      connection with the Common Areas; rental or lease payments paid by
      Landlord for rented or leased personal property used in the operation or
      maintenance of the Common Areas; repairing, resurfacing, repaving,
      maintaining, painting, lighting, and cleaning; refuse removal; security
      and similar items; and a reasonable allowance to Landlord for Landlord’s
      supervision of the Common Areas (not to exceed five percent (5%) of the
      gross rents of the Development for any calendar year).  Landlord
      may cause any or all of such services to be provided by third parties and
      the cost of such services shall be included in the expenses and costs
      incurred by Landlord in operating and maintaining the Common
      Areas.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                b.

              	
                Landlord
      shall have the right to estimate for any calendar year amount of Tenant’s
      Common Area Prorata Share of the expenses and costs to be incurred by
      Landlord in the operation and maintenance of the Common Areas and to
      require the payment of one-twelfth of such estimate at the time of payment
      of each monthly payment of base rental.  If actual expenses and
      costs exceed the estimate, Tenant shall pay its Common Area Prorata Share
      of the balance within twenty (20) days after receipt from Landlord of a
      notice thereof.  If actual expenses and costs are less than the
      estimate, Tenant’s Common Area Prorata Share shall be applied toward the
      next base rental payments becoming due under this Lease, or, at the
      election of Tenant, refunded to Tenant.  Landlord shall provide
      Tenant with reasonable documentation supporting its determination of
      expenses and costs incurred by landlord in the operation and maintenance
      of the Common Areas.

              


      

      


      
        	
              	
                21.

              	
                Services and
      Utilities

              


      

      


      
        	
                 
      

              	
                a.

              	
                Tenant
      shall arrange for electricity, gas, telephone, other utility services, and
      water and sewer, to the Leased Premises, as Tenant may require, directly
      with the utility providing such services.  Tenant shall pay all
      costs of installation and deposits required in connection with such
      services and costs of the services
provided.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Landlord
      shall not be liable to Tenant for damages or otherwise if any utility
      services are interrupted or terminated because of necessary repairs,
      installations or improvements, or any cause beyond Landlord’s reasonable
      control, nor shall any such interruption or termination relieve Tenant of
      the performance of any of its obligations under this
  Lease.

              


      

      


      
        	
              	
                22.

              	
                Real Property
      Taxes.

              


      

      


      
        	
                 
      

              	
                a.

              	
                Tenant
      agrees to pay its prorata share of all real property taxes which are
      levied or assessed against the Building and the land (the “Land”) on which
      the Development is located during the Lease Term.  Tenant’s
      prorate share of real property taxes allocated to the Building will be
      Tenant’s Building Prorata Share, as defined in Section 20
      herein.  Tenant’s prorata share with respect to real property
      taxes on the Land will be Tenant’s Common Area Share, as defined in
      Section 19 herein.  Tenant shall pay such shares of real
      property taxes within twenty (20) days after receipt by Tenant from
      Landlord of the tax notice and Landlord’s calculation of Tenant’s Building
      Prorata Share of the taxes allocated to the Building and Tenant’s Common
      Areas Share of the real property taxes allocated to the
      Land.  The term “real property taxes” means: (i) any fee, tax,
      levy, charge or assessment imposed by any taxing authority, against the
      Building or the Land, (ii) any tax or charge for fire protection, streets,
      sidewalks, road maintenance, refuse or other services provided to the
      Building or the Development by any governmental or quasi-governmental
      agency, and (iii) any charge or fee replacing any tax previously included
      within the definition of real property tax.  Real property taxes
      do not, however, include Landlord’s federal or state income, franchise,
      inheritance or estate taxes.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Tenant
      shall also pay on or before the due date thereof all property taxes and
      assessments levied or assessed against Tenant’s fixtures and personal
      property located at the Leased Premises.  In the event any of
      such taxes or assessments shall be included in the real property taxes for
      the Building or the Land, Tenant shall pay the amount thereof at the same
      time as, and in addition to, its required payments pursuant to part (a)
      above.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                23.

              	
                Defaults by
      Tenant.

              


      

      


      
        	
                 
      

              	
                a.

              	
                The
      occurrence of any of the following shall constitute a default and breach
      of this Lease by Tenant:

              


      

      


      
        	
                 
      

              	
                i.

              	
                Landlord
      Shall not have received any payment of rental or any other payment
      required herein within ten (10) days of the due date thereof; landlord
      shall have no obligation whatsoever to notify Tenant of any such monetary
      default; or

              


      

      


      
        	
                 
      

              	
                ii.

              	
                The
      abandonment or vacation of the Leased Premises by Tenant;
    or

              


      

      


      
        	
                 
      

              	
                iii.

              	
                A
      failure by Tenant to observe and perform any other provision of this Lease
      to be observed or performed by Tenant, where such failure continues for
      ten (10) days after written notice thereof by Landlord to Tenant;
      provided, however, that if the nature of such default is such that the
      same cannot reasonably be cured within such ten (10) day period, Tenant
      shall not be deemed to be in default if Tenant shall within such period
      commence such cure and thereafter diligently prosecute the same to
      completion; or

              


      

      


      
        	
                 
      

              	
                iv.

              	
                The
      making by Tenant of any general assignment for the benefit of creditors;
      the filing by or against Tenant of a petition to have Tenant adjudged a
      bankrupt or of a petition for reorganization or arrangement under any law
      relating to bankruptcy (unless, in the case of a petition filed against
      Tenant, the same is dismissed within sixty (60) days) the appointment of a
      trustee or receiver to take possession of substantially all of Tenant’s
      assets located at the Leased Premises or of Tenant’s interest in this
      Lease, where possession is not restored to Tenant within thirty (30) days,
      or the attachment, execution or other judicial seizure of substantially
      all of Tenant’s assets located at the Leased Premises or of Tenant’s
      interest in this Lease, where such seizure is not discharged within thirty
      (30) days.

              


      

      


      
        	
                 
      

              	
                b.

              	
                In
      the event of any default under this Lease as hereinabove set forth or
      otherwise, Landlord may at any time hereafter, with or without notice or
      demand, and without limiting Landlord in the exercise of any other legal
      remedy under the law or in equity or otherwise which Landlord may have by
      reason of the default, do one or more of the
  following:

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                i.

              	
                Landlord
      shall have the option to terminate this Lease and all rights of Tenant
      hereunder by giving written notice of such intention to
      terminate.  In such event Landlord may recover from
      Tenant:

              


      

      


      
        	
                 
      

              	
                1.

              	
                The
      worth at the time of award of any unpaid rental which had been earned at
      the time of such termination; plus

              


      

      


      
        	
                 
      

              	
                2.

              	
                The
      worth at the time of award of the amount by which the unpaid rental which
      would have been earned after termination until the time of ward exceeds
      the amount of such rental loss Tenant proves could have been reasonably
      avoided; plus

              


      

      


      
        	
                 
      

              	
                3.

              	
                The
      amount by which the unpaid rental for the balance of the term exceeds the
      amount which Landlord is able to obtain by renting the Leased Premises;
      plus

              


      

      


      
        	
                 
      

              	
                4.

              	
                Any
      other amount necessary to compensate Landlord for all the detriment
      proximately caused by Tenant’s failure to perform its obligations under
      this Lease or which in the ordinary course of things would be likely to
      result therefrom; and

              


      

      


      
        	
                 
      

              	
                5.

              	
                At
      Landlord’s election, such other amounts in addition to or in lieu of the
      foregoing as may be permitted from time to time by applicable
      law.

              


      

      


      The term
“rental” as used herein shall be deemed to be and to mean the base rental and
all other amounts required to be paid by Tenant, pursuant to the terms of this
Lease.  All such sums, other than the base rental, shall be computed
on the basis of the average monthly amount thereof accruing during the
immediately preceding twenty-four (24) month period prior to default, except
that if it becomes necessary to compute such amounts before such twenty-four
(24) month period has occurred, then such amounts shall be computed on the basis
of the average monthly amount accruing during such shorter period. As used in
Sections (1) and (2) above, the “worth at time of award” is computed by allowing
interest at the rate charged by the Federal Reserve Bank of San Francisco to
member banks at the time of award plus one percent (1%).

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                ii.

              	
                Landlord
      can continue this Lease in full force and effect, regardless of whether or
      not Tenant has abandoned the Leased Premises, and the Lease will continue
      in effect as long as Landlord does not terminate Tenant’s right to
      possession, and Landlord shall have the right to collect rent when
      due.  In addition:

              


      

      


      
        	
                 
      

              	
                1.

              	
                During
      the period Tenant is in default, Landlord, at its election, may enter the
      Leased Premises and relet them or any part of them upon such terms as
      Landlord, in its sole discretion shall deem appropriate.  Any
      rentals received by Landlord from such reletting shall be applied; first,
      to the payment of any indebtedness other than rent due hereunder from
      Tenant to Landlord; Second, to the payment of any cost of such reletting,
      including, but not limited to, leasing commissions and reasonable
      attorney’s fees; third, to the payment of the cost of any necessary
      alterations to the Leased Premises, and repairs to the Leased Premises;
      and fourth, to the payment of rentals and other amounts due and unpaid
      hereunder.  Should that portion of such rentals received from
      such reletting during any month which is applied to the payment of rent
      hereunder, be less than the rent payable during that month by Tenant
      hereunder, then Tenant shall pay such deficiency to
      Landlord.  Such deficiency shall be calculated and paid
      monthly.  Tenant shall also pay to Landlord, as soon as
      ascertained, any cost and expense incurred by Landlord in such reletting
      or in making such alterations and repairs not covered by the rentals
      received from such reletting of the Leased
  Premises.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Neither
      Landlord’s (a) acts of maintenance or preservation or efforts to relet the
      Leased Premises, nor (b) the appointment of a receiver upon the initiative
      of the Landlord to protect Landlord’s interest under the Lease, shall
      constitute a termination of Tenant’s rights to possession unless Landlord
      notifies Tenant that landlord elects to terminate this
    Lease.

              


      

      


      
        	
                 
      

              	
                iii.

              	
                In
      the event of any such default by Tenant, Landlord shall also have the
      right to reenter the Leased Premises and remove all persons and property
      from the Leased Premises; such property may be removed and stored in a
      public warehouse or elsewhere at the cost of and for the account of
      Tenant.

              


      

      


      
        	
                 
      

              	
                iv.

              	
                No
      re-entry or taking possession of the Leased Premises by Landlord pursuant
      to this section shall be construed as an election to terminate this Lease
      nor shall it cause a forfeiture of rentals or other amounts remaining to
      be paid during the balance of the Lease Term, unless a written notice of
      such intention be given to Tenant or unless the termination thereof be
      decreed by a court of competent jurisdiction.  Notwithstanding
      any reletting, without termination by Landlord because of any default by
      Tenant, Landlord may at any time after such reletting elect to terminate
      this Lease for any such default.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                24.

              	
                Damage to
      Premises.  In the event the Leased Premises are hereafter
      damaged or destroyed or rendered partially untenantable for their
      accustomed uses by fire or other casualty insured under the coverage which
      landlord is obligated to carry pursuant to Section 11 herein, then upon
      receipt of the proceeds of such insurance, Landlord shall promptly repair
      the Leased Premises and the Building and restore the same to substantially
      the condition in which they were immediately prior to the happening of
      such casualty, and from the date of such casualty until the Leased
      Premises are so repaired and restored, rental payments and all other
      charges and items of additional rent payable hereunder, shall abate in
      such proportion as the part of the Leased Premises thus destroyed or
      rendered untenantable bears to the total Leased Premises, provided,
      however, that in the event thirty percent (30%) or more of the Leased
      Premises or the Building be hereafter destroyed or rendered untenantable
      by fire or other casualty during the last twelve (12) months of the term
      of this Lease (based upon the cost to repair the Leased Premises or the
      Building damaged or destroyed as compared with the market value of the
      Leased Premises or the Building immediately prior to such fire or other
      casualty as shown by certificate of Landlord’s architect), then either
      party hereto shall have the right to terminate this Lease effective as of
      the date of such casualty, by giving to the other party hereto within
      thirty (30) days after the happening or such casualty, written notice of
      such termination.  If said notice be given within said thirty
      (30) day period this Lease shall terminate and base rental and all other
      charges and items of additional rent shall abate as aforesaid from the
      happening of such casualty, and Landlord shall promptly repay to Tenant
      any rental theretofore paid in advance which has not been earned at the
      date of such casualty.  If said notice be not given and Landlord
      is required or elects to repair or rebuild the Leased Premises as herein
      provided, then Tenant shall repair and replace its trade fixtures and
      personal property in a manner and to at least a condition equal to that
      prior to its damage or destruction.  Except as herein expressly
      provided to the contrary, this Lease shall not terminate nor shall there
      be any abatement of rent or other charges or items of additional rent as
      the result of a fire or other casualty including causes due to negligence
      or willful misconduct of Tenant, its employees and/or
      invitees.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                25.

              	
                Eminent
      Domain.

              


      

      


      
        	
                 
      

              	
                a.

              	
                In
      the event the entire Leased Premises shall be appropriated or taken under
      the power of eminent domain by any public or quasi-public authority, this
      Lease shall terminate and expire as of the date of such and both Landlord
      and Tenant shall thereupon be released from any liability thereafter
      accruing hereunder.  In the even more than twenty percent (20%)
      of the square footage of floor area of the Leased Premises is taken under
      the power of eminent domain by any public or quasi-public authority, or if
      by reason of any appropriation or taking, regardless of the amount so
      taken, the remainder of the Leased Premises is not usable for the purposes
      for which the Leased Premises were leased, then either Landlord or Tenant
      shall have the right to terminate this Lease as of the date Tenant is
      required to vacate a portion of the Leased Premises so taken upon giving
      notice to the other in writing of such election within thirty (30) days
      prior to date of such taking. In the even of such termination, both
      Landlord and Tenant shall thereupon be released from any liability
      thereafter accruing hereunder.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Whether
      or not this Lease is terminated, Landlord shall be entitled to the entire
      award or compensation in such proceedings, but nothing herein shall be
      deemed to affect Tenant’s right to bring a separate action to recover
      damages for the loss of its fixtures and personal property.  If
      this Lease is terminated as hereinabove provided, and provided that Tenant
      is not in default of any of the covenants, conditions or provisions of
      this Lease, all items of base rent, additional rent and other charges for
      the last month of Tenant’s occupancy shall be prorated, and Landlord
      agrees to refund to Tenant any base rental, additional rental, or other
      charges paid in advance.

              


      

      


      
        	
                 
      

              	
                c.

              	
                If
      both Landlord and Tenant elect not to so terminate this Lease, Tenant
      shall remain in that portion of the Leased Premises which shall not have
      been appropriated  or taken as herein provided, and Landlord
      agrees, at Landlord’s cost and expense, to, as soon as reasonably
      possible, restore the remaining portion of the Leased Premises to a
      complete unit of like quality and character as existed prior to such
      appropriation or taking; and thereafter the rental provided for in this
      Lease shall be adjusted on an equitable basis, taking into account the
      relative value of the portion taken as compared to the portion remaining.
      For the purpose of this section, a voluntary sale or conveyance in lieu of
      condemnation, but under threat of condemnation, shall be deemed an
      appropriation or taking under the power of eminent
  domain.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                26.

              	
                Subordination and
      Attornment.  This Lease is subject to all ground or
      underlying leases, mortgages and deeds of trust which now affect the
      Leased Premises or any part of the Leased Premises and to all renewals,
      modifications, consolidations, replacements and extensions
      thereof.  This Lease may, at the option of Landlord, be
      subordinated to any ground  or underlying leases, mortgages,
      deed of trust or other lien which maybe hereafter affect the Building or
      any part thereof and Tenant will execute and deliver upon the demand of
      Landlord from time to time any and all instruments desired by Landlord,
      subordinating, in the manner requested by Landlord, this Lease to such
      lease, mortgage, deed of trust or other lien provides that in the event of
      the termination of such lease or foreclosure of such mortgage, deed of
      trust or lien, any successor to any interest of Landlord in the Building
      or Common Areas will not disturb Tenant’s possession of the Leased
      Premises or Common Areas if Tenant attorns to such successor as Landlord
      and otherwise performs its obligations under this Lease.  Tenant
      agrees that Tenant shall attorn to any purchaser upon foreclosure or sale
      pursuant to any lien.  Landlord may from time to time grant or
      declare such restrictions or covenants as may be reasonably required by
      Landlord or adopt and record such parcel maps, subdivision maps or
      condominium plans as may be reasonably required by Landlord relating to
      all or any portion of the Land or the Building and the provisions of all
      such documents shall be senior to this Lease and Tenant shall sign any of
      such documents upon receipt of Landlord provided such documents do not
      unreasonably interfere with the use of the Leased Premises or Common Areas
      by Tenant as permitted by this
Lease.

              


      

      


      
        	
              	
                27.

              	
                Assignment, Subletting
      and Ownership.

              


      

      


      
        	
                 
      

              	
                a.

              	
                Tenant
      shall not transfer, assign, sublet, enter into license or concession
      agreements, change ownership or hypothecate, by operation of law or
      otherwise, this Lease or the Tenant’s interest in and to the Leased
      Premises.  Any attempt at transfer, assignment, subletting,
      license or concession agreement, change of ownership or hypothecation
      without the Landlord’s written consent shall be void and confer no rights
      upon any third person.  Notwithstanding the foregoing, Tenant
      may assign or sublet this Lease upon first procuring the written consent
      of Landlord, which consent shall not be unreasonably withheld by
      Landlord.  Without limiting the generality of the foregoing,
      Landlord’s refusal to give consent to an assignment or sublease shall not
      be deemed unreasonably withheld if:

              


      

      


      
        	
                 
      

              	
                i.

              	
                the
      proposed use of the Leased Premises shall be different from that permitted
      under this Lease; and

              


      

      


      
        	
                 
      

              	
                ii.

              	
                the
      character, reputation or financial responsibility of the proposed assignee
      are not reasonably satisfactory in Landlord’s judgment; or, in any event,
      not at least equal to those possessed by Tenant (or represented to be
      possessed by Tenant) as of the date of execution of this Lease;
      or

              


      

      


      
        	
                 
      

              	
                iii.

              	
                the
      proposed assignee fails to agree in writing to assume and be bound by all
      of the obligations of Tenant under the Lease, as provided
      below.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      No
consent to assignment given by Landlord pursuant to the foregoing shall be
deemed to release Tenant from any liability under this Lease, nor, after any
consent to assignment, shall Landlord’s failure to give Tenant notice of default
under any of the terms or conditions of this Lease release Tenant from any
liability hereunder.  Without limiting any of the Landlord’s rights
hereunder, Landlord shall have the right, in the even of a purported assignment
of this Lease by the Tenant, without Landlord’s consent, to declare this Lease
null and void and of no further force and effect, there by permitting Landlord
to negotiate with the prospective assignee for a lease on terms and conditions
acceptable to Landlord.

      


      
        	
                 
      

              	
                b.

              	
                Tenant
      agrees to reimburse Landlord for Landlord’s attorney’s fees in an amount
      not less than $400.00 incurred in conjunction with the processing and
      documentation of any such requested transfer, assignment, subletting,
      licensing or concession agreement, change of ownership or hypothecation of
      this Lease or Tenant’s interest in and to the Leased Premises. The consent
      by Landlord to any transfer, assignment, subletting, license or concession
      agreement, subletting, license or concession agreement, change of
      ownership or hypothecation shall not constitute a waiver of the necessity
      for such consent to any subsequent attempted transfer, assignment,
      subletting, license or concession agreement, change of ownership or
      hypothecation.  Tenant shall further pay any and all costs
      incurred with respect to such assignment or subletting, including, without
      limitation, the costs of any additional alterations or modifications to
      the Leased Premises.

              


      

      


      
        	
                 
      

              	
                c.

              	
                Each
      transfer, assignment, subletting, license or concession agreement and
      hypothecation to which there has been consent shall be by instrument in
      writing, in form satisfactory to Landlord, and shall be executed by the
      transferor, assignor, sublessor, concessionaire, hypothecator or mortgagor
      and the transferee, assignee, sublessee, licensee, concessionaire, or
      mortgagee shall agree in writing for the benefit of the Landlord to assume
      and to be bound by, and to perform the terms, covenants and conditions of
      this Lease to be done, kept and performed by Tenant.  Two
      executed copies of such written instruments shall be delivered to
      Landlord.  Failure to first obtain in writing Landlord’s consent
      or failure to comply with the provisions of this section shall operate to
      prevent any such transfer, assignment, subletting, license, concession
      agreement or hypothecation from becoming
  effective.

              


      

      


      
        	
                 
      

              	
                d.

              	
                If
      Tenant is a corporation and if the control thereof changes at any time
      during the term hereof, then Landlord at its option may declare such a
      change a breach of this Lease, subject to the remedies provided for breach
      in Section 22 herein.  For purposes hereof the term “Control”
      shall be defined to mean fifty percent (50%) or more of the voting
      interest in said Corporation.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                e.

              	
                No
      interest of Tenant in this Lease shall be assignable by operation of law,
      legal process, receivership, bankruptcy or otherwise (“involuntary
      assignment”).  An involuntary assignment shall include but not
      be limited to the following:

              


      

      


      
        	
                 
      

              	
                i.

              	
                If
      Tenant is or becomes bankrupt or insolvent, makes an assignment for the
      benefit of creditors, or institutes a proceeding under the Bankruptcy Act
      in which Tenant is the bankrupt; or, if Tenant is a partnership or
      consists of more than one person or entity, if any partner or the
      partnership or other person or entity is or becomes bankrupt or insolvent,
      or makes an assignment for the benefit of creditors;
  or

              


      

      


      
        	
                 
      

              	
                ii.

              	
                If
      a writ of attachment or execution is levied on this Lease;
    or

              


      

      


      
        	
                 
      

              	
                iii.

              	
                If,
      in any proceeding or action to which Tenant is a party, a receiver is
      appointed with authority to take possession of the Leased
      Premises.

              


      

      


      An
involuntary assignment shall constitute a default by tenant, and Landlord shall
have the right to elect to terminate this Lease, in which case this Lease shall
not be treated as an asset of Tenant.  If a writ of attachment or
execution is levied on this Lease or a receiver is appointed, Tenant shall have
thirty (30) days in which to cause the attachment or execution or receiver to be
removed.  If any involuntary proceeding in bankruptcy is brought
against Tenant, Tenant shall have sixty (60) days in which to have the
involuntary proceedings dismissed.

      


      
        	
              	
                28.

              	
                Laws and
      Ordinances.

              


      

      


      
        	
                 
      

              	
                a.

              	
                Tenant
      agrees to comply with all laws, ordinances, orders and regulations
      affecting the use and occupancy of the Leased Premises and the
      cleanliness, safety, or operation thereof.  Tenant agrees to
      comply with the regulations and requirements of any insurance underwriter,
      inspection bureau or similar agency with respect to the Leased
      Premises.  Tenant agrees not to: (i) permit any illegal practice
      to be carried on or permitted on the Leased Premises; (ii) make sure of or
      allow the Leased Premises to be used for any purposes other than that
      permitted under this Lease; (iii) keep or use or permit to be kept or used
      on the Leased Premises any inflammable fluids, explosives, or toxic
      substances or wastes (as defined in any federal, state or local law or
      regulation), without the prior written permission of Landlord; (iv) use
      the Leased Premises for any purpose whatsoever which might create a
      nuisance or injure the reputation of the Leased Premises or of the
      Building; (v) deface or injure the Building or the Leased Premises; (iv)
      overload the floors;(vii) commit or suffer any waste; or (viii) install
      any electrical equipment that overloads
lines.

              


      

      


      
        	
                 
      

              	
                b.

              	
                In
      connection with the installation of any electrical equipment, Tenant
      shall, at Tenant’s own expense, make from time to time whatever changes
      are necessary to comply with the requirements of the insurance inspectors,
      underwriters and governmental
authorities.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                29.

              	
                Waiver of Subrogation.
      Landlord and Tenant hereby waive all causes of action and rights of
      recovery against each other, against all subtenants or assignees of
      Tenant, against all other tenants of the Building and their assignees and
      sublessees and against any other person, or entity holding an interest in
      the Leased Premises (together, the “Affected Parties”), and against the
      agents, officers and employees of the Affected Parties, for any loss
      occurring to the property of the Affected Parties resulting from any of
      the perils insured against under any and all casualty insurance policies
      in effect at the time of any such loss regardless of cause or origin of
      such loss, including the negligence of the Affected Parties or the agents,
      officers or employees of the Affected Parties, to the extent of any
      recovery on such policies of
insurance.

              


      

      


      
        	
              	
                30.

              	
                Attorney’s
      Fees.  In the even that at any time during the term of
      this Lease or thereafter, either Landlord or Tenant shall institute any
      action or proceeding against the other relating to the provisions of this
      Lease, on any default hereunder, then, and in that event, the unsuccessful
      party in such action or proceeding agrees to reimburse the successful
      party for the reasonable expense of attorney’s fees and disbursements
      incurred therein by the successful party.  This section shall
      survive the expiration or termination of this
  Lease.

              


      

      


      
        	
              	
                31.

              	
                Sale of Premises by
      Landlord.  In the even of any sale or exchange of the
      Leased Premises by Landlord and assignment by Landlord of this Lease,
      Landlord shall be and is hereby entirely freed and relieved of all
      liability under any and all of its covenants and obligations contained in
      or derived from this Lease arising out of any act, occurrence or omission
      relating to the Leased Premises or this Lease occurring after the
      consummation of such sale or exchange and
  assignment.

              


      

      


      
        	
              	
                32.

              	
                Notices.  Notices
      and demands required or permitted to be given hereunder shall be given by
      personal delivery by certified mail return receipt request or by overnight
      courier and shall be effective upon receipt.  Such notices shall
      be addressed, if to Landlord, at:

              


      

      


      RFJ
Company, Ltd.

      c/o
Robert A. Furstenau

      5125 West
2100 South

      West
Valley City, Utah 84120

      


      With
duplicate copy to

      


      Kirton
& McConkie

      60 East
South Temple, Suite 1800

      Salt Lake
City, Utah 84111-1004

      Attn: Bob
Edwards

      


      if to Tenant, at:

      


      Volu-Sol Reagents Inc

      150 West Civic Center Drive
#400

      Sandy, Utah 84070

      Attn: Chad Olsen

      


      or to
such other address as Landlord shall notify Tenant of in writing.  If
Tenant, any such notice shall be addressed to Tenant at the Leased Premises, or
such address as Tenant shall notify Landlord of in writing.  All
notices from Tenant to Landlord hereunder shall also require Tenant to send a
copy of such notice to Landlord’s Mortgagees(s), if any.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                33.

              	
                Remedies.  All
      rights and remedies of Landlord herein created or otherwise extending at
      law are cumulative, and the exercise of one or more rights or remedies
      shall not be taken to exclude or waive the right to the exercise of any
      other.  All such rights and remedies may be exercised and
      enforced concurrently and whenever and as often as deemed
      desirable.

              


      

      


      
        	
              	
                34.

              	
                Successors and
      Assigns.  All covenants, promises, conditions,
      representations and agreements herein contained shall be binding upon,
      apply and inure to the parties hereto and their respective heirs,
      executors, administrators, successors and assigns; it being understood and
      agreed, however, that the provisions of Section 26 herein, are in nowise
      impaired by this section.

              


      

      


      
        	
              	
                35.

              	
                Representations.  It
      is understood and agreed by Tenant that Landlord and Landlord’s agents
      have made no representations or promises with respect to the Leased
      Premises, the Building, or the Development, or the making or entry into
      this Lease, except as in this Lease expressly set forth, and that no claim
      or liability, or cause for termination, shall be asserted by Tenant
      against Landlord for, and Landlord shall not be liable by reason of, the
      breach of any representations or promises not expressly stated in this
      Lease.

              


      

      


      
        	
              	
                36.

              	
                Waiver.  The
      failure of Landlord to insist upon strict performances by Tenant or any of
      the covenants, conditions, and agreements of this Lease shall not be
      deemed a waiver of any of Landlord’s rights or remedies and shall not be
      deemed a waiver of any subsequent breach or default by Tenant in any of
      the covenants, conditions and agreements of this Lease.  No
      surrender of the Leased Premises shall be effected by Landlord as
      acceptance of rental or by any other means whatsoever unless the same be
      evidenced by Landlord’s written acceptance of such as a
      surrender.

              


      

      


      
        	
              	
                37.

              	
                Interpretation.  The
      parties hereto agree that it is their intention hereby to create only the
      relationship of Landlord and Tenant, and no provision hereof, or act of
      either party hereunder, shall ever be construed as creating the
      relationship of principal and agent, or a partnership, or a joint venture
      or enterprise between the parties
hereto.

              


      

      


      
        	
              	
                38.

              	
                Covenant of
      Title. Landlord covenants that is has full right, power and
      authority to make this Lease, and that tenant or any permitted assignee or
      sublessee of Tenant, upon payment of the rentals and performance of the
      covenants upon Tenant’s part to be performed hereunder, shall and may
      peaceably and quietly have, hold and enjoy the Leased Premises and
      improvements thereon during the term or any renewal or extension
      hereof.  The above referenced covenants shall apply only to the
      Tenant hereunder and shall not be assignable to any assignee or subtenant
      under this Lease, should Landlord permit such an
  event.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                39.

              	
                Agents, Brokers,
      etc.  Not
applicable.

              


      

      


      
        	
              	
                40.

              	
                Lease
      Status.  Within five (5) days after a request of
      Landlord, Tenant will execute, acknowledge and deliver to Landlord an
      instrument prepared by Landlord, stating, if the same by true, that this
      Lease is a true and exact copy of the lease between the parties hereto,
      that there are no amendments hereof (or stating what amendments there may
      be), that the same is then in full force and effect and that, to the best
      of Tenant’s knowledge, there are then no offsets, defenses or
      counterclaims with respect to the payment of rent reserved hereunder or in
      the performance of the other terms, covenants and conditions hereof on the
      part of Tenant to be performed, and that as of such date no default has
      been declared hereunder by either party hereto and that Tenant at the time
      has no knowledge of any facts or circumstances which it might reasonably
      believe would give rise to a default by either party.  Tenant’s
      failure to execute such statement within the time period set forth herein
      shall be deemed that the Lease is in full force and effect and that there
      are no offsets, defenses or counter claims with respect to
      Landlord.  Tenant hereby acknowledges that said certificate may
      be relied upon by any existing or prospective lender or
      purchaser.

              


      

      


      
        	
              	
                41.

              	
                Recording.  Tenant
      shall not record this Lease without the written consent of Landlord,
      however, upon the request of either party hereto, the other party shall
      join in the execution of a memorandum or so-called short form of this
      Lease for the purpose of recordation.  Said memorandum or short
      form of this Lease shall describe the parties, the Leased Premises and the
      term of this Lease and shall incorporate this Lease by
      reference.  Upon such a request by Tenant, Tenant shall execute
      a quit claim deed in favor of Landlord or such other instrument as
      Landlord may designate upon the expiration or sooner termination of this
      Lease.

              


      

      


      
        	
              	
                42.

              	
                Force
      Majeure.  In the event that either party hereto shall be
      delayed or hindered in or prevented from the performance of any act
      required hereunder (other than the performance of monetary obligations) by
      reason of strikes, lockouts, labor troubles, inability to procure
      materials, failure of power, restrictive governmental laws or regulations,
      riots, insurrections, war or other reason of a like nature not the fault
      of the party delayed in performing work or doing acts required under the
      terms of this Lease, then performance of such act shall be excused for the
      period of delay and the period for the performance of any such excuse
      Tenant from the prompt payment of rent, additional rent or any other
      payments required by the terms of this
Lease.

              


      

      


      
        	
              	
                43.

              	
                Mortgagee Protection
      Clause.  Tenant agrees to give any mortgagees and/or
      trust deed holders, by registered mail, a copy of any notice of default
      served upon Landlord provided that prior to such notice Tenant has been
      notified, in writing (by way of notice of assignment of rents and leases
      or otherwise) of the address of such mortgagees and/or trust deed
      holders.  Tenant further agrees that if Landlord shall have
      failed to cure such default within the time provided for in this Lease,
      then the mortgagees and/or trust deed holder shall have an additional 30
      days within which to cure such default or if such default cannot be cured
      within that time, then such additional time as may be necessary, if within
      such 30 days, any mortgages and/or trust deed holder has commenced and is
      diligently pursuing the remedies necessary to cure such default
      (including, but not limited to commencement of foreclosure proceedings, if
      necessary to effect such cute) this Lease shall not be terminated while
      such remedies are being so diligently
pursued.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                44.

              	
                Captions.  Captions
      throughout this instrument are for convenience of reference only and the
      words contained therein shall in no way be held to explain, modify,
      amplify or aid in the interpretation, construction or meaning of the
      provisions of this Lease.

              


      

      


      
        	
              	
                45.

              	
                Partial
      Invalidity.  If any term or provision of this Lease or
      application thereof shall in any extent be invalid or unenforceable, the
      remainder of this Lease or the application of such term or provision to
      the persons or circumstances other than those as to which it is held
      invalid or unenforceable shall not be affected thereby, and each term and
      provision of this Lease shall be valid and enforced to the fullest extent
      permitted by law.

              


      

      


      
        	
              	
                46.

              	
                Governing
      Law.  This Lease shall be governed by the laws of the
      State of Utah.

              


      

      


      
        	
              	
                47.

              	
                Entire
      Agreement.  This Lease contains all of the agreements of
      the parties hereto with respect to any matter covered or mentioned in this
      Lease, and no prior agreements or understanding pertaining to any such
      matters shall be effective for any purpose.  No provision of
      this Lease may be amended or added to except by an agreement in writing
      signed by the parties hereto or their respective successors in
      interest.  This Lease shall not be effective or binding on any
      party until fully executed by both parties
  hereto.

              


      

      


      
        	
              	
                48.

              	
                Option.  Tenant
      shall have one (1) option to extend the term for an additional period of
      five (5) years with a base rent as
follows:

              


      

      


      
        	
                December
      1, 2010 – November 30, 2011

              	
                $5,684

              
	
                December
      1, 2011 – November 30, 2012

              	
                $5,854

              
	
                December
      1, 2012 – November 30, 2013

              	
                $6.030

              
	
                December
      1, 2013 – November 30, 2014

              	
                $6,210

              
	
                December
      1, 2014 – November 30, 2015

              	
                $6,397

              


      

      


      IN
WITNESS WHEREOF the parties hereto have executed this Lease agreement on the day
and year first above mentioned, the corporate party or parties by its or their
property officers duly authorized hereunto.

       

       

      
        	TENANT:	LANDLORD:
	 	 
	
                VOLU-SOL
      REAGENTS INC.

              	
                RJF
      COMPANY, LTD.,

              
	 
      	
                A
      Utah limited partnership

              
	 
      	 
      
	
                By:   /s/
      Michael G. Acton    

              	
                By:______________________

              
	
                Its:           CFO­­­­­­­­­­­­­­­______ ___

              	
                Its:
      ­­­­­­­­­­­­­­______________________

              
	 
      	 
      
	
                ATTEST:

              	 
      
	 
      	 
      
	
                By:­­­­­­­­­­­­­­­­­___________________

              	 
      
	
                Its:­­­­­­­­­­­­­­___________________