ex10_1.htm


    
      

    


    
      ***************************

       

       

    

    
      Lease


    

    
      
 

    

    
      PAPAGO
        ARROYO

      TEMPE,
        ARIZONA

    

    
      


    

    
      


    

    
      ***************************

    

    
      


    

    
       

    

    
      Between

    

    
       

    

    
      


    

    
      ORTHOLOGIC
        CORP.

    

    
      (Tenant)

    

    
      


    

    
       

    

    
      and

    

    
       

    

    
      


    

    
      PHOENIX
        INVESTORS #13, L.L.C.

      (Landlord)

    

    
      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      TABLE
        OF CONTENTS

       

    

    
      	 	 	 	
              Page

            
	
              1.

            	LEASE
              AGREEMENT	
              3

            
	 	 	 	 
	
              2.

            	RENT	
              3

            
	 	 	 	 
	 	
              A.

            	
              Types
                of Rent

            	
              3

            
	 	 	 	 
	 	
              B.

            	
              Payment
                of Operating Cost Share Rent

            	
              3

            
	 	 	 	 
	 	
              C.

            	
              Definitions

            	
              4

            
	 	 	 	 
	 	
              D.

            	
              Computation
                of Base Rent and Rent Adjustments

            	
              7

            
	 	 	 	 
	
              3.

            	PREPARATION
              AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF PREMISES	
              8

            
	 	 	 	 
	 	
              A.

            	
              Condition
                of Premises

            	
              8

            
	 	 	 	 
	 	
              B.

            	
              Tenant's
                Possession

            	
              9

            
	 	 	 	 
	 	
              C.

            	
              Maintenance

            	
              9

            
	 	 	 	 
	
              4.

            	PROJECT
              SERVICES	
              9

            
	 	 	 	 
	 	
              A.

            	
              Heating
                and Air Conditioning

            	
              9

            
	 	 	 	 
	 	
              B.

            	
              Elevators

            	
              10

            
	 	 	 	 
	 	
              C.

            	
              Electricity

            	
              10

            
	 	 	 	 
	 	
              D.

            	
              Water

            	
              11

            
	 	 	 	 
	 	
              E.

            	
              Janitorial
                Service

            	
              11

            
	 	 	 	 
	 	
              F.

            	
              Interruption
                of Services

            	
              11

            
	 	 	 	 
	 	
              G.

            	
              Public
                Utility Requirements

            	
              12

            
	 	 	 	 
	 	
              H.

            	
              Holidays

            	
              12

            
	 	 	 	 
	 	
              I.

            	
              Parking

            	
              12

            
	 	 	 	 
	
              5.

            	ALTERATIONS
              AND REPAIRS	
              14

            
	 	 	 	 
	 	
              A.

            	
              Landlord's
                Consent and Conditions

            	
              14

            
	 	 	 	 
	 	
              B.

            	
              Damage
                to Systems

            	
              15

            
	 	 	 	 
	 	
              C.

            	
              No
                Liens

            	
              15

            
	 	 	 	 
	 	
              D.

            	
              Ownership
                of Improvements

            	
              15

            
	 	 	 	 
	 	
              E.

            	
              Removal
                at Termination

            	
              15

            
	 	 	 	 
	
              6.

            	USE
              OF PREMISES	
              16

            
	 	 	 	 
	
              7.

            	GOVERNMENTAL
              REQUIREMENTS AND BUILDING RULES	
              16

            
	 	 	 	 
	
              8.

            	WAIVER
              OF CLAIMS; INDEMNIFICATION; INSURANCE	
              16

            
	 	 	 	 
	 	
              A.

            	
              Indemnity
                by Tenant

            	
              16

            


    

    
      
        
        


        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

      

    

    
      


    

    
      	 	
              B.

            	
              Indemnity
                by Landlord

            	
              17

            
	 	 	 	 
	 	
              C.

            	
              Landlord's
                Not Responsible for Acts of Others

            	
              17

            
	 	 	 	 
	 	
              D.

            	
              Tenant's
                Insurance

            	
              17

            
	 	 	 	 
	 	
              E.

            	
              Insurance
                Certificates

            	
              19

            
	 	 	 	 
	 	
              F.

            	
              Landlord's
                Insurance

            	
              19

            
	 	 	 	 
	
              9.

            	FIRE
              AND OTHER CASUALTY	
              19

            
	 	 	 	 
	 	
              A.

            	
              Termination

            	
              19

            
	 	 	 	 
	 	
              B.

            	
              Restoration

            	
              19

            
	 	 	 	 
	
              10.

            	EMINENT
              DOMAIN	
              20

            
	 	 	 	 
	
              11.

            	RIGHTS
              RESERVED TO LANDLORD	
              20

            
	 	 	 	 
	 	
              A.

            	
              Name

            	
              20

            
	 	 	 	 
	 	
              B.

            	
              Signs

            	
              20

            
	 	 	 	 
	 	
              C.

            	
              Window
                Treatments

            	
              20

            
	 	 	 	 
	 	
              D.

            	
              Keys

            	
              21

            
	 	 	 	 
	 	
              E.

            	
              Access

            	
              21

            
	 	 	 	 
	 	
              F.

            	
              Preparation
                for Reoccupancy

            	
              21

            
	 	 	 	 
	 	
              G.

            	
              Heavy
                Articles

            	
              21

            
	 	 	 	 
	 	
              H.

            	
              Show
                Premises

            	
              21

            
	 	 	 	 
	 	
              I.

            	
              Relocation
                of Tenant

            	
              21

            
	 	 	 	 
	 	
              J.

            	
              Use
                of Lockbox

            	
              21

            
	 	 	 	 
	 	
              K.

            	
              Repairs
                and Alterations

            	
              21

            
	 	 	 	 
	 	
              L.

            	
              Landlord's
                Agents

            	
              22

            
	 	 	 	 
	 	
              M.

            	
              Building
                Services

            	
              22

            
	 	 	 	 
	 	
              N.

            	
              Other
                Actions

            	
              22

            
	 	 	 	 
	
              12.

            	TENANT'S
              DEFAULT	
              22

            
	 	 	 	 
	 	
              A.

            	
              Rent
                Default

            	
              22

            
	 	 	 	 
	 	
              B.

            	
              Assignment/Sublease
                or Hazardous Substances Default

            	
              22

            
	 	 	 	 
	 	
              C.

            	
              Other
                Performance Default...

            	
              22

            
	 	 	 	 
	 	
              D.

            	
              Credit
                Default

            	
              22

            
	 	 	 	 
	 	
              E.

            	
              Vacation
                or Abandonment Default

            	
              23

            
	 	 	 	 
	
              13.

            	LANDLORD
              REMEDIES	
              23

            
	 	 	 	 
	 	
              A.

            	
              Termination
                of Lease or Possession

            	
              23

            
	 	 	 	 
	 	
              B.

            	
              Lease
                Termination Damages

            	
              23

            


    

    
      

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

      

       

    

    
      	 	
              C.

            	
              Possession
                Termination Damages

            	
              23

            
	 	 	 	 
	 	
              D.

            	
              Landlord's
                Remedies Cumulative

            	
              24

            
	 	 	 	 
	 	
              E.

            	
              WAIVER
                OF TRIAL BY JURY

            	
              24

            
	 	 	 	 
	 	
              F.

            	
              Enforcement
                Costs

            	
              24

            
	 	 	 	 
	
              14.

            	SURRENDER	
              24

            
	 	 	 	 
	
              15.

            	HOLDOVER	
              24

            
	 	 	 	 
	
              16.

            	SUBORDINATION
              TO GROUND LEASES AND MORTGAGES	
              25

            
	 	 	 	 
	 	
              A.

            	
              Subordination

            	
              25

            
	 	 	 	 
	 	
              B.

            	
              Termination
                of Ground Lease or Foreclosure of Mortgage

            	
              25

            
	 	 	 	 
	 	
              C.

            	
              Security
                Deposit

            	
              25

            
	 	 	 	 
	 	
              D.

            	
              Notice
                and Right to Cure

            	
              25

            
	 	 	 	 
	 	
              E.

            	
              Definitions

            	
              26

            
	 	 	 	 
	
              17.

            	ASSIGNMENT
              AND SUBLEASE	
              26

            
	 	 	 	 
	 	
              A.

            	
              In
                General

            	
              26

            
	 	 	 	 
	 	
              B.

            	
              Landlord's
                Consent

            	
              26

            
	 	 	 	 
	 	
              C.

            	
              Procedure

            	
              27

            
	 	 	 	 
	 	
              D.

            	
              Change
                of Ownership

            	
              27

            
	 	 	 	 
	 	
              E.

            	
              Excess
                Payments

            	
              27

            
	 	 	 	 
	 	
              F.

            	
              Recapture

            	
              27

            
	 	 	 	 
	 	
              G.

            	
              Permitted
                Transferees

            	
              27

            
	 	 	 	 
	
              18.

            	CONVEYANCE
              BY LANDLORD	
              28

            
	 	 	 	 
	
              19.

            	ESTOPPEL
              CERTIFICATE	
              28

            
	 	 	 	 
	
              20.

            	SECURITY
              DEPOSIT	
              28

            
	 	 	 	 
	
              21.

            	FORCE
              MAJEURE	
              28

            
	 	 	 	 
	
              22.

            	INTENTIONALLY
              OMITTED	
              28

            
	 	 	 	 
	
              23.

            	NOTICES	
              28

            
	 	 	 	 
	 	
              A.

            	
              Landlord

            	
              29

            
	 	 	 	 
	 	
              B.

            	
              Tenant

            	
              29

            
	 	 	 	 
	
              24.

            	QUIET
              POSSESSION	
              29

            
	 	 	 	 
	
              25.

            	REAL
              ESTATE BROKER	
              29

            
	 	 	 	 
	
              26.

            	MISCELLANEOUS	
              30

            
	 	 	 	 
	 	
              A.

            	
              Successors
                and Assigns

            	
              30

            
	 	 	 	 
	 	
              B.

            	
              Date
                Payments Are Due

            	
              30

            


    

    
      

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

      

       

    

    
      	 	C.	Meaning
              of "Landlord", "Re-Entry", "including" and "Affiliate"	 
	 	 	 	 
	 	
              D.

            	
              Time
                of the Essence

            	
              30

            
	 	 	 	 
	 	
              E.

            	
              No
                Option

            	
              30

            
	 	 	 	 
	 	
              F.

            	
              Severability

            	
              30

            
	 	 	 	 
	 	
              G.

            	
              Governing
                Law

            	
              30

            
	 	 	 	 
	 	
              H.

            	
              Lease
                Modification

            	
              30

            
	 	 	 	 
	 	
              I.

            	
              No
                Oral Modification

            	
              30

            
	 	 	 	 
	 	
              J.

            	
              Landlord's
                Right to Cure

            	
              30

            
	 	 	 	 
	 	
              K.

            	
              Captions

            	
              31

            
	 	 	 	 
	 	
              L.

            	
              Authority

            	
              31

            
	 	 	 	 
	 	
              M.

            	
              Landlord's
                Enforcement of Remedies

            	
              31

            
	 	 	 	 
	 	
              N.

            	
              Entire
                Agreement

            	
              31

            
	 	 	 	 
	 	
              O.

            	
              Landlord's
                Title

            	
              31

            
	 	 	 	 
	 	
              P.

            	
              Light
                and Air Rights

            	
              31

            
	 	 	 	 
	 	
              Q.

            	
              Singular
                and Plural No Recording by Tenant

            	
              31

            
	 	 	 	 
	 	R.	No
              Recording by Tenant	31
	 	 	 	 
	 	
              S.

            	
              Exclusivity

            	
              31

            
	 	 	 	 
	 	
              T.

            	
              No
                Construction Against Drafting Party

            	
              32

            
	 	 	 	 
	 	
              U.

            	
              Survival

            	
              32

            
	 	 	 	 
	 	
              V.

            	
              Rent
                Not Based on Income

            	
              32

            
	 	 	 	 
	 	
              W.

            	
              Building
                Manager and Service Providers

            	
              32

            
	 	 	 	 
	 	
              X.

            	
              Late
                Charge and Interest on Late Payments

            	
              32

            
	 	 	 	 
	 	
              Y.

            	
              Tenant's
                Financial Statements

            	
              32

            
	 	 	 	 
	27.	UNRELATED
              BUSINESS INCOME	
              32

            
	 	 	 	 
	28.	HAZARDOUS
              SUBSTANCES	
              32

            
	 	 	 	 
	29.	EXCULPATION	
              33

            
	 	 	 	 
	30.	RENEWAL
              OPTION	
              33

            
	 	 	 	 
	31.	TENANT'S
              TERMINATION RIGHT	
              33

            


    

    
      

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

      

       

    

    
      
        	
                APPENDIX
                  A -

              	
                PLAN
                  OF THE PREMISES

              


      

    

    
      
        	
                APPENDIX
                  B -

              	
                RULES
                  AND REGULATIONS

              


      

    

    
      
        	
                APPENDIX
                  C -

              	
                TENANT
                  IMPROVEMENT AGREEMENT

              


      

    

    
      
        	
                APPENDIX
                  D -

              	
                GROUND
                  LEASES AND MORTGAGES CURRENTLY AFFECTING THE
                  PROJECT

              


      

    

    
      
        	
                APPENDIX
                  E -

              	
                COMMENCEMENT
                  DATE CONFIRMATION

              


      

    

    
      

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

      

    

    


    
      LEASE

    

    
      


    

    
      THIS
        LEASE (the "Lease") is made as of July l9, 2007 between PHOENIX INVESTORS
        #13, L.L.C., an Arizona limited liability company (the "Landlord"), and the
        Tenant as named in the Schedule below. The term "Project" means the
        office building (the "Building") located at 1275 West Washington, Tempe,
        Arizona 85281, the adjacent driveways and parking facilities, and the Land
        ("Land") occupied by the foregoing. "Premises" means that part of the
        Project leased to Tenant described in the Schedule and outlined on Appendix
        A.
        The Project is part of the business park commonly known as Papago Park Center
        (the "Center").

    

    
      


    

    
      The
        following schedule (the "Schedule") is an integral part of this Lease.
        Terms defined in this Schedule shall have the same meaning throughout the
        Lease.

    

    
      


    

    
      SCHEDULE

    

    
      
        	
                1.

              	
                Tenant:
                  Orthologic Corp., a Delaware
                  corporation

              


      

    

    
      
        	
                2.

              	
                Premises:
                  Suites 101-A and 101-B of the Building, as more specifically
                  outlined on Appendix
                  A.

              


      

    

    
      
        	
                3.

              	
                Rentable
                  Area of the Premises: The Useable Area of the Premises is
                  approximately 14,807 square feet. With the Building's standard
                  14.7% load
                  factor for multi-tenant floors, the Rentable Area of the Premises
                  is
                  approximately 16,984 square feet and Base Rent is based thereon.
                  The
                  Building Rentable Area is 96,494 square feet resulting in the Tenant's
                  Proportionate Share shown on Section 4 of this Schedule. After the
                  final Plans (as defined in Appendix C) for the Tenant Improvements
                  have been prepared and building permits therefor have been obtained,
                  Landlord will cause Phoenix Design One to remeasure the Useable
                  Area of
                  the Premises based on such Plans and BOMA standards and the parties
                  will,
                  within ten (10) days after the figures are available, enter into
                  a letter
                  agreement prepared by Landlord and reasonably acceptable to Tenant
                  confirming the Useable and Rentable (based on the 14.7% load factor)
                  Area
                  of the Premises and any required adjustments to Base Rent and Tenant's
                  Proportionate Share for purposes of Section 4 of this Schedule
                  based thereon. After such remeasurement occurs, the Useable and
                  Rentable
                  Area of the Premises and the Tenant's Proportionate Share will
                  remain
                  fixed throughout the Term, regardless of future reconfigurations
                  or other
                  changes within the Building (excluding only addition or removal
                  of
                  Building space through damage, destruction, or
                  condemnation).

              


      

    

    
      
        	
                4.

              	
                Tenant's
                  Proportionate Share: 17.60% (based upon a total of 96,494
                  rentable square feet in the Building) expressly subject to adjustment
                  under Section 3 of this
                  Schedule.

              


      

    

    
      
        	
                5.

              	
                Security
                  Deposit: None.

              


      

    

    
      
        	
                6.

              	
                Tenant's
                  Real Estate Broker for this Lease: CB Richard Ellis/Chuck
                  Nixon.

              


      

    

    
      
        	
                7.

              	
                Landlord's
                  Real Estate Broker for this Lease:
                  None.

              


      

    

    
      
        	
                8.

              	
                Tenant
                  Improvements, if any: See the Tenant Improvement Agreement
                  attached hereto as Appendix
                  C.

              


      

    

    
      
        	
                9.

              	
                Commencement
                  Date: The later of (i) January 12, 2008, or (ii) the Completion
                  Date (as defined in Appendix C). Landlord and Tenant shall execute
                  a Commencement Date Confirmation substantially in the form of Appendix
                  E promptly following the Commencement
                  Date.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


    

    
      
        	
                10.

              	
                Termination
                  Date/Term: Five (5) years after the Commencement Date, or if the
                  Commencement Date is not the first day of a month, then five (5)
                  years
                  after the first day of the following
                  month.

              


      

    

    
      
        	
                11.

              	
                Guarantor:
                  None.

              


      

    

    
      


    

    
      
        	
                12.

              	
                Base
                  Rent:

              


      

    

    
      .

    

    
      	
              Period

            	 	
              Annual

              Base
                Rent

            	 	
              Monthly

              Base
                Rent

            
	 	 	 	 	 
	
              Original
                Lease Term

            	 	
              $263,252.00
                (based on $15.50 per square foot of Rentable Area)

            	 	
              $21,937.67

            


    

    
       

    

    
      Expressly
        subject to adjustment under Section 3 of this
        Schedule.

    

    
      


    

    
      
        	
                13.

              	
                Parking
                  Spaces: Four (4) spaces per 1,000 square feet of Rentable Area
                  of
                  Premises ("Total Spaces"), on the terms and conditions more
                  specifically set forth in Section 41
                  below.

              


      

    

    
      


    

    
      [THE
        REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT
        BLANK.]


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      1.           
        LEASE AGREEMENT. On the terms stated in
        this Lease, Landlord leases the Premises to Tenant, and Tenant leases the
        Premises from Landlord, for the Term beginning on the Commencement Date and
        ending on the Termination Date unless extended or sooner terminated pursuant
        to
        this Lease.

    

    
      


    

    
      2.           
        RENT.

    

    
      


    

    
      A.          
        Types of Rent: Tenant shall pay the following Rent in the form of a check
        to Landlord at the following address:

    

    
      


    

    
      Phoenix
        Investors #13, L.L.C. 

      c/o
        Chamberlain Family Trust 

      1150
        West
        Washington, Suite 120 

      Tempe,
        Arizona 85281

    

    
      


    

    
      or
        in
        such other manner as Landlord may notify Tenant in writing:

    

    
      


    

    
      (1)          
        Base Rent in monthly installments in advance, the first monthly
        installment payable on the Commencement Date and thereafter on or before
        the
        first day of each month of the Term in the amount set forth on the
        Schedule.

    

    
      


    

    
      (2)          
        Operating Cost Share Rent in an amount equal to the Tenant's
        Proportionate Share of the Operating Costs properly allocated to the applicable
        Fiscal Year of the Lease (the "Fiscal Year Operating Costs"), paid
        monthly in advance in an estimated amount. Definitions of Operating Costs
        and
        Tenant's Proportionate Share, and the method for billing and payment of
        Operating Cost Share Rent, are set forth in Sections 2B. 2C and
        2D.

    

    
      


    

    
      (3)           Additional
        Rent in the amount of all costs, expenses, liabilities, and amounts which
        Tenant is required to pay under this Lease, excluding Base Rent and Operating
        Cost Share Rent, but including any interest for late payment of any item
        of
        Rent.

    

    
      


    

    
      (4)           Rent
        as used in this Lease means Base Rent, Operating Cost Share Rent and Additional
        Rent. Tenant's agreement to pay Rent is an independent covenant, with no
        right
        of setoff, deduction or counterclaim of any kind.

    

    
      


    

    
      B.           
        Payment of Operating Cost Share Rent.

    

    
      


    

    
      (1)    Payment
        of
        Estimated Operating Cost Share Rent. Landlord shall estimate the Fiscal Year
        Operating Costs by April 1st of each Fiscal Year, or as soon as reasonably
        possible thereafter. Landlord may reasonably revise these estimates whenever
        it
        obtains more accurate information, such as upon its receipt of the actual
        real
        estate tax assessment or tax rate for the Project (but not more than once
        per
        Fiscal Year).

    

    

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      Within
        thirty (30) days after receiving the original or revised estimate from Landlord
        of Fiscal Year Operating Costs for a particular Fiscal Year, Tenant shall
        pay
        Landlord one-twelfth (1/12th) of Tenant's Proportionate Share of the estimated
        Operating Cost Share Rent, multiplied by the number of months that have elapsed
        in the applicable Fiscal Year to the date of such payment including the current
        month, minus payments previously made by Tenant for the months elapsed. On
        the
        first day of each month thereafter, Tenant shall pay Landlord one-twelfth
        (l/12th) of Tenant's Proportionate Share of this estimate, until a new estimate
        becomes applicable.

    

    
      


    

    
      (2)    Correction
        of Operating Cost Share Rent. Landlord shall deliver to Tenant a report for
        the previous Fiscal Year (the "Operating Cost Report") by April 1st of
        each year, or as soon as reasonably possible thereafter, setting forth (a)
        the
        actual Fiscal Year Operating Costs incurred for the Fiscal Year in question,
        (b)
        the amount of Operating Cost Share Rent due from Tenant, and (c) the amount
        of
        Operating Cost Share Rent paid by Tenant. Within thirty (30) days after such
        delivery, Tenant shall pay to Landlord the amount due minus the amount paid.
        If
        the amount paid exceeds the amount due, Landlord shall apply the excess to
        Tenant's payments of Operating Cost Share Rent next coming due (or, if this
        Lease has then expired, shall refund such excess to Tenant concurrently with
        the
        delivery of such Operating Cost Report).

    

    
      


    

    
      
        	
              	
                C.

              	
                Definitions.

              


      

    

    
      


    

    
      (1)    Included
        Operating Costs. "Operating Costs" means any reasonable expenses,
        costs and disbursements of any kind (including Taxes, as hereinafter defined),
        paid or incurred by Landlord in connection with the management, maintenance,
        operation, insurance, repair and other related activities in connection with
        any
        part of the Project and of the personal property, fixtures, machinery,
        equipment, systems and apparatus used in connection therewith, including
        the
        cost of providing those services required to be furnished by Landlord under
        this
        Lease. Landlord may reasonably adjust the types, frequency and manner of
        delivery of various services during the Lease Term to reflect services being
        provided to similar class buildings in the Phoenix Metropolitan Area, and
        all
        costs therefor shall be included in Operating Costs. Operating Costs shall
        also
        include "Included Capital Items", consisting of (a) the costs of any
        capital improvements which are reasonably anticipated to reduce Operating
        Costs
        or improve safety, and those made to keep the Project in compliance with
        governmental requirements applicable to the Building which are first enacted
        or
        first become effective from and after the Commencement Date, provided that
        the
        costs of such item shall be amortized by Landlord, together with an amount
        equal
        to interest at ten percent (10%) per annum, over the estimated useful life
        of
        such item and such amortized amounts are only included in Operating Costs
        for
        that portion of the useful life of the item which falls within the Term;
        and (b)
        amortized reasonable reserves for replacements of capital items, based on
        the
        useful life of the capital replacement, or amortization of expenses incurred
        for
        such capital replacements with interest at ten percent (10%) per annum over
        the
        estimated useful life thereof, and such amortized amounts are only included
        in
        Operating Costs for that portion of the useful life of the item that falls
        within the Term, or a combination of amortized reserves and amortized expenses,
        provided both are not charged for the same time period for the same item.
        Further, if Landlord or any affiliate of Landlord is the manager of the Project,
        management fees will not exceed three percent (3%) of gross rents, including
        Base Rent or Minimum Rent and expense reimbursements, attributable to the
        Building

    

    
      

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        



    

    
      Operating
        Costs will include all payments made to the Papago Arroyo Owners Association
        or
        otherwise required under the Declaration of Reciprocal Easements and Maintenance
        Agreement (the "REA"), or under the Declaration of Covenants, Conditions
        and
        Restrictions for Papago Park Center (the "Declaration'"), to the extent
        arising in connection with the Project, or in connection with the Center
        (to the
        extent not separately allocable to another building or property located within
        the Center). Landlord shall provide Tenant with copies of the REA and the
        Declaration, together with copies of any and all amendments and modifications
        thereto (if any), promptly following the full execution and delivery of this
        Lease by each of Landlord and Tenant.

    

    
      


    

    
      If
        the
        Project is not fully occupied during any portion of any Fiscal Year, Landlord
        may adjust (an "Equitable Adjustment") Operating Costs to equal what
        would have been incurred by Landlord had the Project been fully occupied.
        This
        Equitable Adjustment shall apply only to Operating Costs which are variable
        and
        therefore increase as occupancy of the Project increases. Landlord may
        incorporate the Equitable Adjustment in its estimates of Operating Costs;
        provided in no event shall Landlord collect and retain from tenants of the
        Project more than one hundred percent (100%) of the actual Operating Costs
        attributable to the Project in any Fiscal Year.

    

    
      


    

    
      If
        Landlord does not furnish any particular service whose cost would have
        constituted an Operating Cost to a tenant other than Tenant who has undertaken
        to perform such service itself, Operating Costs shall be increased by the
        amount
        which Landlord would have incurred if it had furnished the service to such
        tenant (which increase shall be reasonable and consistently applied by
        Landlord).

    

    
      


    

    
      
        	
              	
                (2)

              	
                Excluded
                  Operating Costs. Operating Costs shall not
                  include:

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                costs
                  of alterations of tenant premises, expenses of relocating or moving
                  existing tenants of the Building, and expenses of leasing to and
                  processing new tenants, including, without limitation, lease concessions,
                  allowances, and abatements;

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                costs
                  of capital improvements other than Included Capital
                  Items;

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                interest
                  and principal payments on mortgages or any other debt costs, or
                  rental
                  payments on any ground lease of the Project, or any other costs
                  of
                  financing or refinancing the Project from time to
                  time;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                real
                  estate brokers' leasing commissions and marketing
                  expenses;

              


      

    

    
      

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        



    

    
      
        	
              	
                (e)

              	
                legal
                  fees, space planner fees and advertising expenses incurred with
                  regard to
                  leasing the Building or portions thereof, or in negotiating or
                  enforcing
                  any leases at the Building;

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                any
                  cost or expenditure for which Landlord is reimbursed, by insurance
                  proceeds or otherwise, except by Operating Cost Share
                  Rent;

              


      

    

    
      


    

    
      
        	
              	
                (g)

              	
                the
                  cost of any service furnished to any office tenant of the Project
                  which
                  Landlord does not make available to
                  Tenant;

              


      

    

    
      


    

    
      
        	
              	
                (h)

              	
                depreciation
                  (except on any Included Capital
                  Items);

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                any
                  net income, capital, stock, succession, transfer, franchise, gift,
                  estate
                  or inheritance tax;

              


      

    

    
      


    

    
      
        	
              	
                (j)

              	
                costs
                  of correcting defects in construction of the Building (as opposed
                  to the
                  cost of normal repair, maintenance and replacement expected with
                  the
                  construction materials and equipment installed in the Building
                  in light of
                  their specifications);

              


      

    

    
      


    

    
      
        	
              	
                (k)

              	
                legal
                  and auditing fees which are for the benefit of Landlord such as
                  collecting
                  delinquent rents, preparing tax returns and other financial statements
                  (except that Operating Costs may include costs incurred in connection
                  with
                  the preparation of unaudited reports required pursuant to Section
                  2B above);

              


      

    

    
      


    

    
      
        	
              	
                (1)

              	
                the
                  wages of any employee for services not related directly to the
                  management,
                  maintenance, operation and repair of the
                  Building;

              


      

    

    
      


    

    
      
        	
              	
                (m)

              	
                fines,
                  penalties and interest, including, without limitation, fees, interest
                  and
                  penalties for late payment of any item by
                  Landlord;

              


      

    

    
      


    

    
      
        	
              	
                (n)

              	
                costs
                  representing an amount paid to an affiliate of Landlord for goods
                  or
                  services which are in excess of the amount which would have been
                  paid for
                  such goods or services in the absence of such relationship, but
                  only to
                  the extent of such excess;

              


      

    

    
      


    

    
      
        	
              	
                (o)

              	
                any
                  expenses or costs associated with bringing the common areas of
                  the
                  Building into compliance with any applicable Governmental Requirements
                  which are in effect as of the Commencement
                  Date;

              


      

    

    
      


    

    
      
        	
              	
                (p)

              	
                costs
                  to investigate or clean up any Hazardous Substances (as defined
                  in Section
                  28 below) in, on or under the Project (except that nothing contained
                  herein shall be deemed to excuse Tenant for any liability for Hazardous
                  Substances introduced by, or otherwise attributable to, Tenant);
                  and

              


      

    

    
      


    

    
      
        	
              	
                (q)

              	
                costs
                  to install separate HVAC controls or electrical meters in the
                  Project.

              


      

    

    

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    
      


    

    
      (3)           Taxes.
        "Taxes" means any and all taxes, assessments and charges of any kind,
        general or special, ordinary or extraordinary, levied against the Project,
        which
        Landlord shall pay or become obligated to pay in connection with the ownership,
        leasing, renting, management, use, occupancy, control or operation of the
        Project or of the personal property, fixtures, machinery, equipment, systems
        and
        apparatus used in connection therewith. Taxes shall include real estate taxes,
        personal property taxes, sewer rents, water rents, special or general
        assessments, transit taxes, ad valorem taxes, and any tax levied on the rents
        hereunder (including but not limited to any applicable transaction privilege,
        sales or use taxes or the interest of Landlord under this Lease (the "Rent
        Tax"). Taxes shall also include all actual and reasonable fees and other
        costs and expenses paid by Landlord in reviewing any tax and in seeking a
        refund
        or reduction of any Taxes, whether or not the Landlord is ultimately
        successful

    

    
      


    

    
      For
        each
        Fiscal Year during the Term hereof, the amount to be included in Taxes (a)
        from
        taxes or assessments payable in installments, shall be the amount of the
        installments (with any interest) due and payable during such year, and (b)
        from
        all other Taxes, shall at Landlord's election (which election shall remain
        unchanged during the Term hereof) be the amount accrued, assessed, or otherwise
        imposed for such year or the amount due and payable in such year. Any refund
        or
        other adjustment to any Taxes by the taxing authority, shall be allocated
        to the
        year in which the adjustment applies. Notwithstanding anything to the contrary
        set forth herein, Rent Tax shall be paid by Tenant along with the monthly
        installments of Rent paid to Landlord.

    

    
      


    

    
      Taxes
        shall not include any net income (except Rent Tax), capital, stock, succession,
        transfer, franchise, gift, estate or inheritance tax, except to the extent
        that
        such tax shall be imposed in lieu of any portion of Taxes.

    

    
      


    

    
      (4)           Lease
        Year. "Lease Year" means each consecutive twelve-month period
        beginning with the Commencement Date, except that if the Commencement Date
        is
        not the first day of a calendar month, then the first Lease Year shall be
        the
        period from the Commencement Date through the final day of the twelve months
        after the first day of the following month, and each subsequent Lease Year
        shall
        be the twelve months following the prior Lease Year.

    

    
      


    

    
      (5)           Fiscal
        Year. "Fiscal Year" means the calendar year, except that the first
        Fiscal Year and the last Fiscal Year of the Term may be a partial calendar
        year.

    

    
      


    

    
      
        	
              	
                D.

              	
                Computation
                  of Base Rent and Rent
                  Adjustments.

              


      

    

    
      


    

    
      (1)    Prorations.
        If
        this Lease begins on a day other than the first day of a month, the Base
        Rent
        and Operating Cost Share Rent shall be prorated for such partial month based
        on
        the actual number of days in such month. If this Lease begins on a day other
        than the first day, or ends on a day other than the last day, of the Fiscal
        Year, Operating Cost Share Rent shall be prorated for the applicable Fiscal
        Year.

    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      (2)           Default
        Interest. Any sum due from Tenant to Landlord not paid when due shall bear
        interest from the date due until paid at ten percent (10%) per
        annum.

    

    
      


    

    
      (3)           Rent
        Adjustments. The square footage of the Premises and the Building computed
        pursuant to the Schedule are conclusively deemed to be the actual square
        footage
        thereof, without regard to any subsequent remeasurement of the Premises or
        the
        Building. If any Operating Cost paid in one Fiscal Year relates to more than
        one
        Fiscal Year, Landlord shall proportionately allocate such Operating Cost
        among
        the related Fiscal Years.

    

    
      


    

    
      (4)           Books
        and Records. Landlord shall maintain books and records reflecting the
        Operating Costs and Taxes in accordance with sound accounting and management
        practices consistently applied. Tenant and its certified public accountant
        shall
        have the right to inspect Landlord's records at Landlord's office upon at
        least
        seventy-two (72) hours' prior notice during normal business hours during
        the
        ninety (90) days following the respective delivery of the Operating Cost
        Report.
        The results of any such inspection shall be kept strictly confidential by
        Tenant
        and its agents, and Tenant and its agents must agree, in their contract for
        such
        services, to such confidentiality restrictions and shall specifically agree
        that
        the results shall not be made available to any other tenant of the Building.
        Unless Tenant sends to Landlord any written exception to either such report
        within said ninety (90) day period, such report shall be deemed final and
        accepted by Tenant. Tenant shall pay the amount shown on both reports in
        the
        manner prescribed in this Lease, whether or not Tenant takes any such written
        exception, without any prejudice to such exception. If Tenant makes a timely
        exception, Landlord shall cause an independent certified public accountant
        who
        does not regularly represent either Landlord or Tenant to issue a final and
        conclusive resolution of Tenant's exception. Tenant shall pay the cost of
        such
        certification unless Landlord's original determination of annual Operating
        Costs
        or Taxes overstated the amounts thereof by more than five percent (5%), in
        which
        case Landlord shall pay the cost of such certification.

    

    
      


    

    
      (5)           Miscellaneous.
        So long as Tenant is in default beyond any applicable notice and cure period
        of
        any obligation under this Lease, Tenant shall not be entitled to any refund
        of
        any amount from Landlord. If this Lease is terminated for any reason prior
        to
        the annual determination of Operating Cost Share Rent, either party shall
        pay
        the full amount due to the other within thirty (30) days after Landlord's
        notice
        to Tenant of the amount when it is determined. Landlord may commingle any
        payments made with respect to Operating Cost Share Rent, without payment
        of
        interest

    

    
      


    

    
      3.    
        PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF
        PREMISES.

    

    
      


    

    
      A.    Condition
        of Premises. Except to the extent of the Tenant Improvements item on the
        Schedule, Landlord is leasing the Premises to Tenant "as is", without any
        obligation to alter, remodel, improve, repair or decorate any part of the
        Premises. Landlord shall cause the Premises to be completed in accordance
        with
        the Tenant Improvement Agreement attached as Appendix
C.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      B,           Tenant's
        Possession. Subject to Landlord's obligations under Appendix C attached
        hereto, and subject further to latent defects in the base building systems
        or
        equipment serving the Premises, Tenant's taking possession of any portion
        of the
        Premises shall be conclusive evidence that the Premises was in good order,
        repair and condition. If Landlord authorizes Tenant to take possession of
        any
        part of the Premises prior to the Commencement Date for purposes of doing
        business, all terms of this Lease (other than the payment of Rent hereunder)
        shall apply to such pre-Term possession.

    

    
      


    

    
      C.           Maintenance.
        Throughout the Term, Tenant shall maintain the Premises in their condition
        as of
        the Completion Date, loss or damage caused by the elements, ordinary wear,
        and
        fire and other casualty or condemnation excepted, and at the termination
        of this
        Lease, or Tenant's right to possession, Tenant shall return the Premises
        to
        Landlord in broom-clean condition. To the extent Tenant fails to perform
        either
        obligation, Landlord may, but need not, restore the Premises to such condition
        and Tenant shall pay the actual and reasonable cost thereof.

    

    
      


    

    
      4.    PROJECT
        SERVICES.

    

    
      


    

    
      Landlord
        shall furnish services as follows:

    

    
      


    

    
      A.           Heating
        and Air Conditioning. During the normal business hours of 7:00 a.m. to 6:00
        p.m., Monday through Friday, and 8:00 a.m. to 12:00 Noon on Saturday, exclusive
        of Holidays (as defined in Subsection 4H. below), Landlord shall furnish
        heating and air conditioning to provide a comfortable temperature, in Landlord's
        commercially reasonable judgment, for normal business operations, except
        to the
        extent Tenant installs equipment at any time following the Commencement Date
        which materially and adversely affects the HVAC volume required for the
        temperature maintained by the air conditioning system. If Tenant installs
        such
        equipment at any time following the Commencement Date, Landlord may, upon
        reasonable prior written notice to Tenant (and Tenant's failure to cure such
        material and adverse affect within a reasonable time thereafter), install
        supplementary air conditioning units in the Premises, and Tenant shall pay
        to
        Landlord upon demand as Additional Rent the actual and reasonable cost of
        installation, operation, repair and maintenance thereof. Landlord may enlarge
        the Building's normal business hours, for this purpose, at any time in its
        commercially reasonable discretion, but will not reduce the hours below those
        set forth above. Notwithstanding anything herein to the contrary, Landlord
        shall
        continue to provide an HVAC volume and supply to that portion of the Premises
        comprising "Suite 101-A" comparable to, but in no event less than, the HVAC
        volume and supply provided to "Suite 101-A" prior to the Commencement Date
        pursuant to the existing lease agreement dated as of June 12, 1997 by and
        between Landlord and Tenant (as amended, the "Current Lease"), which
        Current Lease shall be deemed to have expired and terminated upon the
        Commencement Date hereunder.

    

    
      


    

    
      Landlord
        shall furnish heating and air conditioning outside of normal business hours
        ("After Hours HVAC"), at Tenant's sole cost and expense, provided Tenant
        gives Landlord a request for After Hours HVAC at least one (1) business day
        in
        advance. Landlord shall charge Tenant for After Hours HVAC at the "After
        Hours HVAC Rate" as reasonably established by Landlord from time to time to
        approximate the cost of providing the After Hours HVAC. Tenant acknowledges
        that
        After Hours HVAC cannot be supplied to less than one (1) full zone at a time.
        In
        the event After Hours HVAC is requested by more than one tenant of the Building
        for the same time period and the same zone, the charge for the After Hours
        HVAC
        shall be apportioned among those tenants on an equal
        basis.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      


    

    
      B.           Elevators.
        Landlord shall provide passenger elevator service during normal business
        hours
        to Tenant in common with Landlord and all other tenants. Landlord shall provide
        limited passenger service at other times, except in case of an
        emergency.

    

    
      


    

    
      C.           Electricity.
        Landlord shall provide sufficient electricity to operate normal office lighting
        and equipment, including, without limitation, the laboratory equipment currently
        located in that portion of the Premises comprising "Suite 101-A" under the
        Current Lease, or any other laboratory equipment comparable thereto
        (collectively, the "Lab Equipment"). This does not include special
        lighting in excess of building standard, or any other item of electrical
        equipment which singularly requires a voltage which exceeds other than one
        hundred twenty (120) volts (plus/minus ten percent) single phase, except
        for the
        Lab Equipment as aforesaid. Except for the Lab Equipment, Tenant shall not
        install or operate in the Premises any electrically operated equipment or
        other
        machinery, other than business machines and equipment normally employed for
        general office use which do not require high electricity consumption for
        operation, without obtaining the prior written consent of Landlord, which
        consent shall not be unreasonably withheld, conditioned, or delayed. If any
        or
        all of Tenant's equipment (other than the Lab Equipment) requires electricity
        consumption in excess of that which is necessary to operate normal office
        equipment, such consumption (including consumption for computer or telephone
        rooms and special HVAC equipment, but specifically excluding the Lab Equipment)
        shall be submetered by Landlord at Tenant's expense, and Tenant shall reimburse
        Landlord as Additional Rent for the cost of its submetered consumption based
        upon Landlord's average cost of electricity. Such Additional Rent shall be
        in
        addition to Tenant's obligations pursuant to Section 2A(2) to pay its
        Proportionate Share of Operating Costs. Except for the Lab Equipment, Tenant
        shall not, without the prior written consent of Landlord, which consent shall
        not be unreasonably withheld, conditioned, or delayed, use any apparatus
        or
        device in or about the Premises which shall cause any substantial noise or
        vibration or which will increase the amount of electricity or water, if any,
        usually furnished or supplied for use of the Premises as general office space.
        Tenant shall not connect with electric current or water pipes, except through
        existing electrical or water outlets already in the Premises, any apparatus
        or
        device for the purposes of using electric current or water.

    

    
      


    

    
      As
        used
        above, the term "sufficient electricity to operate normal office lighting
        and
        equipment (inclusive of the Lab Equipment as aforesaid)" means sufficient
        electrical capacity to operate (i) the Lab Equipment, (ii) incandescent lights,
        typewriters, calculating machines, photocopying machines and other machines
        of
        the same low voltage electrical consumption (120/208 volts), provided that
        the
        total rated electrical design load for said lighting and machines of low
        electrical voltage shall not exceed 3.0 watts per usable square foot with
        respect to that portion of the Premises comprising "Suite 101-B"; and (ii)
        lighting (277/480 volts), provided that the total rated electrical design
        load
        for said lighting shall not exceed 2.0 watts per usable square foot with
        respect
        to that portion of the Premises comprising "Suite 101-B" (each such rated
        electrical design load to be hereinafter referred to as the "Building
        Standard Rated Electrical Design Load For Suite 101-B"). Should
        Tenant's total rated electrical design load for that portion of the Premises
        comprising "Suite 101-B" (including, but not limited to, computer or telephone
        rooms, but specifically excluding that portion of the Premises comprising
        "Suite
        101-A" and the Lab Equipment located therein from time to time) exceed the
        Building Standard Rated Electrical Design Load For Suite 101-B for either
        low or
        high voltage electrical consumption, or if Tenant's electrical design requires
        low voltage or high voltage circuits in excess of Tenant's share of the building
        standard circuits, Landlord will (at Tenant's expense) install such additional
        circuits and Landlord will (at Tenant's expense) install such additional
        circuits and associated high voltage panels and/or additional low voltage
        panels
        with associated transformers (which additional circuits, panels and transformers
        shall be hereinafter referred to as the "Additional Electrical
        Equipment"). If the Additional Electrical Equipment is installed because
        Tenant's low voltage or high voltage rated electrical design load exceeds
        the
        applicable Building Standard Rated Electrical Design Load, then a meter shall
        also be added (at Tenant's expense) to measure the electricity used through
        the
        Additional Electrical Equipment The design and installation of any Additional
        Electrical Equipment (or any related meter) required by Tenant shall be subject
        to the prior approval of Landlord (which approval shall not be unreasonably
        withheld). All actual and reasonable expenses incurred by Landlord in connection
        with the review and approval of any Additional Electrical Equipment shall
        also
        be reimbursed to Landlord by Tenant. Tenant shall also pay on demand the
        actual
        metered cost of electricity consumed through the Additional Electrical Equipment
        (if applicable), plus any actual and reasonable accounting expenses incurred
        by
        Landlord in connection with the metering thereof.

    

    
      

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        



    

    
      D.           
        Water. Landlord shall furnish hot and cold tap water for drinking and
        toilet purposes, as well as hot and cold tap water for laboratory purposes
        with
        respect to that portion of the Premises comprising "Suite 101-A" (which water
        for laboratory purposes shall be furnished by Landlord in a volume and supply
        comparable to, but in no event less than, the laboratory water volume and
        supply
        provided to "Suite 101-A" prior to the Commencement Date pursuant to the
        Current
        Lease). Tenant shall pay Landlord for water furnished for any other purpose
        as
        Additional Rent at rates fixed by Landlord. Tenant shall not permit water
        to be
        wasted.

    

    
      


    

    
      E.            
        Janitorial Service. Landlord shall furnish janitorial service as
        generally provided to other tenants in the Building, except on the Holidays
        listed in Subsection 4H. below.

    

    
      


    

    
      F.           
        Interruption of Services. If any of the Building equipment or machinery
        ceases to function properly from any cause, Landlord shall use reasonable
        diligence to repair the same promptly. Landlord's inability to furnish, to
        any
        extent, the Project services set forth in this Section 4, or any
        cessation thereof resulting from any causes, including any entry for repairs
        pursuant to this Lease, and any renovation, redecoration or rehabilitation
        of
        any area of the Building shall not render Landlord liable for damages to
        either
        person or property or for interruption or loss to Tenant's business, nor
        be
        construed as an eviction of Tenant, nor work an abatement of any portion
        of
        Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof.
        However, in the event that an interruption of the Project services set forth
        in
        this Section 4 causes the Premises to be untenantable for a period of at
        least three (3) consecutive business days, Base Rent and Operating Cost Share
        Rent shall be thereafter abated proportionately until such time as such services
        are restored and the Premises is once again tenantable.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      G.           
        Public Utility Requirements. In the event any public utility supplying
        energy requires, or government law, regulation, executive or administrative
        order results in a requirement, that Landlord or Tenant must reduce, or maintain
        at a certain level, the consumption of electricity for the Premises, the
        Building or the Project, which affects the heating, air-conditioning, lighting,
        or hours of operation of the Premises, Building or Project, Landlord and
        Tenant
        shall each adhere to and abide by these laws, regulations or administrative
        orders without any reduction or abatement in Rent.

    

    
      


    

    
      H.           
        Holidays. Landlord shall not be required to furnish services on the
        following "Holidays"; New Year's Day, Memorial Day, Fourth of July, Labor
        Day, Thanksgiving Day, Christmas Day, any other national holiday promulgated
        by
        a Presidential Executive Order or Congressional Act and any other holiday
        generally recognized as such by landlords of office space in the metropolitan
        Phoenix office market, as determined by Landlord in good faith (and so long
        as
        tenants representing not less than sixty percent (60%) of the total rentable
        area of the Project also recognize such other holiday). If, in the case of
        any
        specific holiday mentioned in the preceding sentence, a different day shall
        be
        observed than the respective day mentioned, then that day which constitutes
        the
        day observed by national banks in Phoenix, Arizona on account of said holiday
        shall constitute the Holiday under this Lease.

    

    
      


    

    
      I.            
        Parking.

    

    
      


    

    
      (1)    Provided
        that
        Tenant shall not default, or be in default, beyond any applicable notice
        and
        cure period at any time under the terms and conditions of this Lease, and
        provided further that Tenant shall comply with and abide by any parking rules
        and regulations from time to time in effect, Tenant shall have a license
        to park
        up to, but not more than, a number of passenger automobiles (but not abnormally
        heavy vehicles) in parking spaces located in the parking lots provided by
        Landlord from time to time for the Project, equal to the Total Spaces set
        forth
        or calculated under Section 13 of the Schedule, of which (i) thirty (30)
        (the "Covered Spaces") shall be in reserved, covered parking areas
        provided and designated by Landlord from time to time for Tenant's exclusive
        use, and (ii) the balance (the "Uncovered, Unreserved Surface Spaces")
        shall be uncovered, unreserved spaces used in common with all other tenants,
        visitors and occupants to or in the Project.

    

    
      


    

    
      Tenant
        covenants and agrees not to park or permit to be parked by its agents, servants
        or employees more vehicles than the Total Spaces at any time at or on the
        Project or any lots provided by Landlord for the Project, and in the event
        Tenant causes or permits more vehicles than designated herein to be parked,
        the
        same shall constitute a default under this Lease. Each automobile shall,
        at
        Landlord's option to be exercised from time to time, bear a permanently affixed
        and visible identification sticker or tag to be provided from time to time
        by
        Landlord. Tenant shall not and shall not permit its employees, agents, servants,
        licensees, customers or invitees to park any vehicles in locations other
        than
        those specifically designated by Landlord as being for Tenant's use (except
        for
        visitor parking spaces and delivery parking spots when properly used). This
        license is for self-service parking only and does not include additional
        rights
        or services. Landlord shall not have any obligation to monitor or enforce
        Tenant's parking licenses or privileges. Except for the gross negligence
        or
        willful misconduct of Landlord or its operators, agents, servants, licensees
        or
        employees, neither Landlord nor its operators, agents, servants, licensees
        or
        employees shall be liable for: (i) loss or damage to any vehicle or other
        personal property parked or located upon or within such parking spaces or
        any
        parking areas whether pursuant to this license or otherwise and whether caused
        by fire, theft, explosion, strikes, riots or any other cause whatsoever;
        or (ii)
        injury to or death of any person in, about or around such parking spaces
        or any
        parking areas or any vehicles parking therein or in proximity thereto whether
        caused by fire, theft, assault, explosion, riot or any other cause whatsoever
        and Tenant hereby waives any claim for or in respect to the above. Tenant
        further agrees to indemnify, defend and hold harmless Landlord for, from
        and
        against all claims or liabilities arising out of loss or damages to property
        or
        injury to or death of persons, or both, relating to any of the foregoing
        to the
        extent arising from any act or omission of Tenant or Tenant's agents or
        employees, except to the extent caused by the gross negligence or willful
        misconduct of Landlord or its operators, agents, servants, licensees or
        employees. Except pursuant to an assignment permitted under the Lease, Tenant
        shall not assign any of its rights hereunder and in the event an attempted
        assignment is made, it shall be void.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      (2)           In
        the event any tax, surcharge, imposition or regulatory fee is at any time
        imposed by any governmental authority upon or with respect to parking, parking
        spaces, the parking rights or license granted hereby, or the vehicles parking
        in
        the parking spaces referred to herein, Tenant shall pay the same to Landlord
        as
        additional rent hereunder, payable with monthly installments of Monthly Rent
        or
        as otherwise required by Landlord.

    

    
      


    

    
      (3)           Landlord
        or its agents shall have the right (but not the obligation), from time to
        time
        as a part of Operating Costs, to monitor all parking spaces for the Project
        to
        assure that Tenant, its employees, agents and contractors are parking only
        in
        the areas designated by Landlord from time to time for Tenant's use. Landlord
        shall have the right to tow away, at the expense of the vehicle owner, any
        vehicles that do not park in spaces designated for Tenant's use or any vehicles
        of Tenant's invitees not parked in areas designated for Tenant's use or visitors
        parking. Landlord shall only invoice the Tenant and not individual employees
        for
        said parking. Landlord shall have the right to modify the overall site parking
        plan including the right to change the location of any spaces previously
        reserved for Tenant's use, whether covered or uncovered and/or whether surface
        or garage (so long as the total number of parking spaces available to Tenant
        is
        not materially or adversely affected thereby). Landlord shall also have the
        right to pursue other rights and remedies available at law or in
        equity.

    

    
      


    

    
      (4)           Landlord
        or its agents shall have the right from time to time with ten (10) days prior
        written notice to the Tenant to substitute other Covered Spaces within the
        Project for the Covered Spaces referenced hereinabove.

    

    
      


    

    
      (5)           [Intentionally
        Omitted]

    

    
      


    

    
      (6)           All
        rental or other charges set forth above shall be due and payable at the same
        times as the monthly installments of Base Rent are payable under the Lease
        and
        shall in general be subject to the terms and provisions as are applicable
        to
        rental installments under the Lease, including without limitation, payment
        of
        privilege, rental or other taxes on such rental charges.

    

    
      

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        



    

    
      5.            
        ALTERATIONS AND REPAIRS.

    

    
      


    

    
      A.           
        Landlord's Consent and Conditions.

    

    
      


    

    
      From
        and
        after the Completion Date, Tenant shall not make any improvements or alterations
        to the Premises or elsewhere (the "Work") without in each instance
        submitting plans and specifications for the Work to Landlord and obtaining
        Landlord's prior written consent, which consent shall not be unreasonably
        withheld, conditioned, or delayed. Tenant shall pay Landlord's standard
        reasonable charge for review of the plans and all other items submitted by
        Tenant. Landlord will be deemed to be acting reasonably in withholding its
        consent for any Work which (a) materially and adversely impacts the base
        structural components or systems of the Building, (b) materially and adversely
        impacts any other tenant's premises, or (c) is visible from outside the
        Premises.

    

    
      


    

    
      Tenant
        shall pay for the cost of all Work. All Work shall become the property of
        Landlord upon its installation, except for Tenant's trade fixtures and for
        items
        which Landlord requires Tenant to remove at Tenant's cost at the termination
        of
        the Lease pursuant to Section 5E.

    

    
       

    

    
      The
        following requirements shall apply to all Work:

    

    
      


    

    
      (1)           Prior
        to commencement, Tenant shall furnish to Landlord building permits and
        certificates of insurance reasonably satisfactory to
        Landlord.

    

    
      


    

    
      (2)           Tenant
        shall perform all Work so as to maintain peace and harmony among other
        contractors serving the Project and shall avoid interference with other work
        to
        be performed or services to be rendered in the Project.

    

    
      


    

    
      (3)           The
        Work shall be performed in a good and workmanlike manner, meeting the standard
        for construction and quality of materials in the Building, and shall comply
        with
        all insurance requirements and all applicable governmental laws, ordinances
        and
        regulations ("Governmental Requirements").

    

    
      


    

    
      (4)           Tenant
        shall perform all Work so as to minimize or prevent disruption to other tenants,
        and Tenant shall comply with all reasonable requests of Landlord in response
        to
        complaints from other tenants.

    

    
      


    

    
      (5)           Tenant
        shall perform all Work in compliance with Landlord's "Policies, Rules and
        Procedures for Construction Projects" in effect at the time the Work is
        performed.

    

    
      


    

    
      (6)           Tenant
        shall permit Landlord to supervise all Work. Landlord may charge a supervisory
        fee not to exceed five percent (5%) of labor, material, and all other costs
        of
        the Work, if Landlord's employees or contractors perform the
        Work.

    

    
      

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

       

    

    
      (7)           Upon
        completion, Tenant shall furnish Landlord with contractor's affidavits and
        full
        and final statutory waivers of liens, as-built plans and specifications,
        and
        receipted bills covering all labor and materials, and all other close-out
        documentation required in Landlord's "Policies, Rules and Procedures for
        Construction Projects".

    

    
      


    

    
      B.           Damage
        to Systems. If any part of the mechanical, electrical or other systems in
        the Premises shall be damaged, Tenant shall promptly notify Landlord, and
        Landlord shall repair such damage. Landlord may also at any reasonable time
        make
        any repairs or alterations which Landlord deems necessary for the safety
        or
        protection of the Project, or which Landlord is required to make by any court
        or
        pursuant to any Governmental Requirement. Tenant shall at its expense make
        all
        other repairs necessary to keep the Premises, and Tenant's fixtures and personal
        property located therein, in good order, condition and repair; to the extent
        Tenant fails to do so, Landlord may make such repairs itself. The actual
        and
        reasonable cost of any repairs made by Landlord on account of Tenant's default,
        or on account of the misuse or neglect by Tenant or its invitees, contractors
        or
        agents anywhere in the Project, shall become Additional Rent payable by Tenant
        on demand.

    

    
      


    

    
      C.           No
        Liens. Tenant has no authority to cause or permit any lien or encumbrance
        of
        any kind to affect Landlord's interest in the Project; any such lien or
        encumbrance shall attach to Tenant's interest only. If any mechanic's lien
        shall
        be filed or claim of lien made for work or materials furnished to Tenant,
        then
        Tenant shall at its expense within thirty (30) days thereafter either discharge
        or contest the lien or claim. If Tenant contests the Hen or claim, then Tenant
        shall (i) within such thirty (30) day period, provide Landlord adequate security
        for the lien or claim, (ii) contest the lien or claim in good faith by
        appropriate proceedings that operate to stay its enforcement, and (iii) pay
        promptly any final adverse judgment entered in any such proceeding. If Tenant
        does not comply with these requirements, Landlord may discharge the lien
        or
        claim, and the actual amount paid, as well as reasonable attorney's fees
        and
        other expenses incurred by Landlord, shall become Additional Rent payable
        by
        Tenant on demand.

    

    
      


    

    
      D.           Ownership
        of Improvements. All Work as defined in this Section 5, partitions,
        hardware, equipment, machinery and all other improvements and all fixtures
        except trade fixtures, constructed in the Premises by either Landlord or
        Tenant,
        (i) shall become Landlord's property upon installation without compensation
        to
        Tenant, unless Landlord consents otherwise in writing, and (ii) shall at
        Landlord's option either (a) be surrendered to Landlord with the Premises
        at the
        termination of the Lease or of Tenant's right to possession, or (b) be removed
        in accordance with Subsection 5E below (so long as Landlord, at the time
        it gives its consent to the performance of such construction, expressly requires
        in writing that such Work be removed upon termination).

    

    
      


    

    
      E.           Removal
        at Termination. Upon the termination of this Lease or Tenant's right of
        possession Tenant shall remove from the Project its trade fixtures, furniture,
        moveable equipment and other personal property, any Work which Landlord elects
        shall be removed by Tenant pursuant to Section 5D, and any Work to any
        portion of the Project other than the Premises installed by or at the direction
        of Tenant. Tenant shall repair all damage caused by the installation or removal
        of any of the foregoing items. If Tenant does not timely remove such property,
        then Tenant shall be conclusively presumed to have, at Landlord's election
        (i)
        conveyed such property to Landlord without compensation or (ii) abandoned
        such
        property, and Landlord may dispose of or store any part thereof in any manner
        at
        Tenant's sole cost, without waiving Landlord's right to claim from Tenant
        all
        expenses arising out of Tenant's failure to remove the property, and without
        liability to Tenant or any other person. Landlord shall have no duty to be
        a
        bailee of any such personal property. If Landlord elects abandonment, Tenant
        shall pay to Landlord, upon demand, any actual and reasonable expenses incurred
        for disposition.

    

    
      

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

      

       

    

    
      6.            USE
        OF PREMISES. Tenant shall use the Premises only
        for general office and "wet lab" purposes. Tenant shall not allow more than
        one
        employee or independent contractor per each one hundred fifty (150) usable
        square feet of the Premises to use or occupy the Premises. Tenant shall not
        allow any use of the Premises which will negatively affect the cost of coverage
        of Landlord's insurance on the Project. Tenant shall not allow any inflammable
        or explosive liquids or materials to be kept on the Premises (except for
        those
        items required in connection with laboratory work in the Premises; provided,
        such items shall be used and maintained in accordance with applicable
        Governmental Requirements). Tenant shall not allow any use of the Premises
        which
        would cause the value or utility of any part of the Premises to diminish
        or
        would interfere with any other Tenant or with the operation of the Project
        by
        Landlord. Tenant shall not permit any nuisance or waste upon the Premises,
        or
        allow any offensive noise or odor in or around the Premises.

    

    
      


    

    
      If
        any
        governmental authority shall deem the Premises to be a "place of public
        accommodation" under the Americans with Disabilities Act or any other comparable
        law as a result of Tenant's particular manner of use, Tenant shall either
        modify
        its use to cause such authority to rescind its designation or be responsible
        for
        any alterations, structural or otherwise, required to be made to the Building
        or
        the Premises under such laws.

    

    
      


    

    
      7.           
        GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.
Tenant shall comply with all
        Governmental Requirements applying to its
        particular manner of use of the Premises. Tenant shall also comply with all
        reasonable rules established for the Project from time to time by Landlord.
        The
        present rules and regulations are contained in Appendix B. Failure by
        another tenant to comply with the rules or failure by Landlord to enforce
        them
        shall not relieve Tenant of its obligation to comply with the rules or make
        Landlord responsible to Tenant in any way. Landlord shall use reasonable
        efforts
        to apply the rules and regulations uniformly with respect to Tenant and tenants
        in the Building under leases containing rules and regulations similar to
        this
        Lease. In the event of alterations and repairs performed by Tenant, Tenant
        shall
        comply with the provisions of Section 5 of this Lease and also Landlord's
        "Policies, Rules and Regulations for Construction Projects".

    

    
      


    

    
      8.           
        WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE

    

    
      


    

    
      A.           Indemnity
        by Tenant. To the extent not covered by Section 8B below or
        Landlord's insurance, and subject to the exclusions and limitations set forth
        in
        this Lease, Tenant shall and does hereby indemnify Landlord and Landlord's
        officers, agents, contractors, employees or invitees and agrees to save it
        harmless and, at Landlord's option, defend it for, from and against any and
        all
        claims (whether groundless or not), actions, damages, liabilities and expenses,
        including without limitation reasonable attorneys' and other professional
        fees,
        in connection with loss of life, personal injury and/or damage to property
        suffered by any person to the extent caused by Tenant, its officers, agents,
        contractors, employees, licensees and invitees, or which arises from or out
        of
        the business of Tenant, or the occupancy or use by Tenant of the Premises,
        or
        any part thereof, or of any other part of the Project, occasioned or alleged
        to
        be occasioned wholly or in part by any act or omission of Tenant, its officers,
        agents, contractors, employees, licensees or invitees, except to the extent
        that
        any of the same arises from the negligence or willful misconduct of Landlord
        or
        Landlord's officers, agents, contractors, or employees.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      B.           
        Indemnity by Landlord. To the extent not covered by Section 8A above or
        Tenant's insurance, and subject to the exclusions and limitations set forth
        in
        this Lease, including Section 8C, Landlord shall and does hereby
        indemnify Tenant and Tenant's officers, agents, contractors, and employees
        and
        agrees to save it harmless and, at Tenant's option, defend it for, from and
        against any and all claims (whether groundless or not), actions, damages,
        liabilities and expenses, including without limitation reasonable attorneys'
        and
        other professional fees, in connection with loss of life, personal injury
        and/or
        damage to property suffered by any person to the extent caused by Landlord,
        its
        officers, agents, contractors, or employees, or which arises from or out
        of the
        business of Landlord, or the occupancy or use of the common areas of the
        Project, or any part thereof, occasioned or alleged to be occasioned wholly
        or
        in part by any act or omission of Landlord, its officers, agents, contractors,
        or employees, except to the extent that any of the same arises from the
        negligence or willful misconduct of Tenant or Tenant's officers, agents,
        contractors, employees, licensees and invitees.

    

    
      


    

    
      C.         
          Landlord's Not Responsible for Acts of Others. Except to the
        extent arising from the negligence or willful misconduct of Landlord or
        Landlord's officers, agents, contractors, employees, licensees or invitees,
        Landlord shall not be responsible or liable to Tenant, or to those claiming
        by,
        through or under Tenant, for any loss or damage which may be occasioned by
        or
        through the acts or omissions of persons in, or occupying leased space in,
        the
        Project or any part of any premises adjacent to or connecting with the Project,
        including the failure of such persons to perform their lease obligations,
        or for
        any loss or damage resulting to Tenant, or those claiming by, through or
        under
        Tenant, or its or their property, from the breaking, bursting, stoppage or
        leaking of electrical, water, gas, sewer, sprinkler, steam or other cable,
        wires, pipes or other equipment. Except to the extent arising from the
        negligence or willful misconduct of Landlord or Landlord's officers, agents,
        contractors, employees, licensees and invitees, to the extent permitted by
        law,
        Tenant waives any claims it may have against Landlord or its officers,
        directors, members, managers, employees, contractors or agents for business
        interruption or damage to property sustained by Tenant as a result of any
        act or
        omission of Landlord, its officers, directors, members, managers, employees,
        contractors or agents. To the maximum extent permitted by law, Tenant agrees
        to
        use and occupy the Premises, and to use such other portions of the Project
        as
        Tenant is herein given the right to use, at Tenant's own
        risk.

    

    
      


    

    
      D.           
        Tenant's Insurance. Tenant shall maintain insurance as follows, with such
        other terms, coverages and insurers, as Landlord shall reasonably require
        from
        time to time:

    

    
      


    

    
      (1)         
          Commercial General Liability Insurance, with (a) Contractual
        Liability including the indemnification provisions contained in this Lease,
        (b)
        a severability of interest endorsement, (c) limits of not less than One Million
        Dollars ($1,000,000.00) combined single limit per occurrence and not less
        than
        Two Million Dollars ($2,000,000.00) in the aggregate for bodily injury, sickness
        or death, and property damage, and (d) umbrella coverage of not less than
        Five
        Million Dollars ($5,000,000.00).

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    
      (2)           Property
        Insurance against "All Risks" of physical loss covering the replacement cost
        of
        all Work, fixtures and personal property. Tenant waives all rights of
        subrogation, and Tenant's property insurance shall include a waiver of
        subrogation in favor of Landlord.

    

    
      


    

    
      (3)           Workers'
        compensation or similar insurance in form and amounts required by law, and
        Employer's Liability with not less than the following limits:

    

    
      

        
          	
                  Each
                    Accident

                	 	$	
                  500,000.00

                	 
	
                  Disease-Policy
                    Limit

                	 	$	
                  500,000.00

                	 
	
                  Disease-Each
                    Employee

                	 	$	
                  500,000.00

                	 


        

      

    

    
      


    

    
      (4)           Business
        interruption insurance.

    

    
      


    

    
      Such
        insurance shall contain a waiver of subrogation provision in favor of Landlord
        and its agents.

    

    
      


    

    
      Tenant's
        insurance shall be primary and not contributory to that carried by Landlord,
        its
        agents, or mortgagee. Landlord, and if any, Landlord's building manager or
        agent
        and ground lessor shall be named as additional insureds with respect to
        insurance required of the Tenant in Section 8D(T). The company or
        companies writing any insurance which Tenant is required to maintain under
        this
        Lease, as well as the form of such insurance, shall at all times be subject
        to
        Landlord's approval, and any such company shall be licensed to do business
        in
        the state in which the Building is located. Such insurance companies shall
        have
        an A.M. Best rating of A VI or better.

    

    
      


    

    
      Tenant
        shall cause any contractor of Tenant performing work on the Premises to maintain
        insurance as follows, with such other terms, coverages and insurers, as Landlord
        shall reasonably require from time to time:

    

    
      


    

    
      (1)          
        Commercial General Liability Insurance, including contractor's liability
        coverage, contractual liability coverage, completed operations coverage,
        broad
        form property damage endorsement, and contractor's protective liability
        coverage, to afford protection with limits, for each occurrence, of not less
        than One Million Dollars ($1,000,000.00) with respect to personal injury,
        death
        or property damage.

    

    
      


    

    
      (2)          
        Workers' compensation or similar insurance in form and amounts required by
        law,
        and Employer's Liability with not less than the following
        limits:

    

    
      

        
          	
                  Each
                    Accident

                	 	$	
                  500,000.00

                	 
	
                  Disease-Policy
                    Limit

                	 	$	
                  500,000.00

                	 
	
                  Disease-Each
                    Employee

                	 	$	
                  500,000.00

                	 


        

      

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      


    

    
      Such
        insurance shall contain a waiver of subrogation provision in favor of Landlord
        and its agents.

    

    
      


    

    
      Tenant's
        contractor's insurance shall be primary and not contributory to that carried
        by
        Tenant, Landlord, their agents or mortgagees. Tenant and Landlord, and if
        any,
        Landlord's building manager or agent, mortgagee or ground lessor shall be
        named
        as additional insured on Tenant's contractor's insurance
        policies.

    

    
      


    

    
      E.            
        Insurance Certificates. Tenant shall deliver to Landlord certificates
        evidencing all required insurance no later than five (5) days prior to the
        Commencement Date and each renewal date. Each certificate will provide for
        thirty (30) days prior written notice of cancellation to Landlord and
        Tenant.

    

    
      


    

    
      F.            
        Landlord's Insurance. Landlord shall maintain "All-Risk" property
        insurance at replacement cost, including loss of rents, on the Building,
        and
        Commercial General Liability insurance policies covering the common areas
        of the
        Building, each with such terms, coverages and conditions as are normally
        carried
        by reasonably prudent owners of properties similar to the Project. With respect
        to property insurance, Landlord and Tenant mutually waive all rights of
        subrogation, and the respective "All-Risk" coverage property insurance policies
        carried by Landlord and Tenant shall contain enforceable waiver of subrogation
        endorsements.

    

    
      


    

    
      9.           
         FIRE AND OTHER CASUALTY.

    

    
      


    

    
      A.           Termination.
        If a fire or other casualty causes substantial damage to the Building or
        the
        Premises, Landlord shall engage a registered architect to certify within
        one (1)
        month of the casualty to both Landlord and Tenant the estimated amount of
        time
        needed to restore the Building and the Premises to tenantability, using standard
        working methods (the "Architect's Certification"'). If the estimated time
        needed exceeds nine (9) months from the Architect's Certification, or if
        the
        restoration would begin during the last twelve (12) months of the Lease,
        then in
        the case of the Premises, either Landlord or Tenant may terminate this Lease,
        and in the case of the Building, Landlord may terminate this Lease, by notice
        to
        the other party within ten (10) days after the notifying party's receipt
        of the
        architect's certificate. The termination shall be effective thirty (30) days
        from the date of the notice and Rent shall be paid by Tenant to that date,
        with
        an abatement for any portion of the Premises which has been untenantable
        or
        inaccessible after the casualty.

    

    
      


    

    
      B.        
           Restoration. If a casualty causes damage to the
        Building or the Premises but this Lease is not terminated for any reason,
        then
        subject to the rights of any mortgagees or ground lessors, Landlord shall
        obtain
        the applicable insurance proceeds and diligently restore the Building and
        the
        Premises subject to current Governmental Requirements. Tenant shall replace
        its
        damaged improvements, personal property and fixtures. Rent shall be abated
        on a
        per diem basis during the restoration for any portion of the Premises which
        is
        untenantable, except to the extent that Tenant's negligence caused the
        casualty.   In the event that such restoration is not completed
        for any reason within twelve (12) months following the Architect's
        Certification, Tenant shall have the right to terminate this Lease upon ten
        (10)
        days' written notice to Landlord, except to the extent that such failure
        is due
        to delays attributable to the acts or omissions of Tenant.

    

    
      


      
        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

      

       

      10.           EMINENT
        DOMAIN. If a part of the Project is taken by
        eminent domain or deed in lieu thereof which is so substantial that the Premises
        cannot reasonably be used by Tenant for the operation of its business, then
        either party may terminate this Lease effective as of the date of the taking.
        If
        any substantial portion of the Project is taken without affecting the Premises,
        then Landlord may terminate this Lease as of the date of such taking. Rent
        shall
        abate from the date of the taking in proportion to any part of the Premises
        taken. The entire award for a taking of any kind shall be paid to Landlord,
        and
        Tenant shall have no right to share in the award. All obligations accrued
        to the
        date of the taking shall be performed by the party liable to perform said
        obligations, as set forth herein.

    

    
      


    

    
      11.           RIGHTS
        RESERVED TO LANDLORD.

    

    
      


    

    
      Landlord
        may, in its commercially reasonable discretion, exercise at any time any
        of the
        following rights respecting the operation of the Project without liability
        to
        the Tenant of any kind:

    

    
      


    

    
      A.           
        Name. To change the name or street address of the Building or the suite
        number(s) of the Premises; provided, in such event, Landlord shall reimburse
        Tenant for Tenant's actual and reasonable costs incurred in connection with
        replacing Tenant's existing stationery stocks to the extent reflecting the
        previous name and/or street address of the Building or the suite number(s)
        of
        the Premises, as the case may be.

    

    
      


    

    
      B.         
          Signs. To install and maintain any signs on the exterior and
        in the interior of the Building, and to approve at its sole discretion, prior
        to
        installation, any of Tenant's signs in the Premises visible from the common
        areas or the exterior of the Building. Tenant shall be entitled to install
        Building signage at its sole cost, in a manner and at a location reasonably
        approved by Landlord. Tenant shall be solely responsible to maintain such
        signage in a good and attractive condition and to remove any signage installed
        by Tenant prior to or at any time during the Term hereof upon termination
        or
        expiration of the Lease and to repair all damage resulting therefrom, at
        Tenant's sole cost. In addition to Landlord's approval of Building signage,
        Tenant agrees and acknowledges that it is solely responsible to obtain all
        required permits from the City of Tempe, and that such signage is subject
        to the
        approval of Papago Park Center in accordance with their signage requirements
        and
        to compliance with established signage guidelines for The Reserve at Papago
        Park
        Center, copies of which have been delivered to Tenant.

    

    
      


    

    
      C.        
           Window Treatments. To reasonably approve, at its
        discretion, prior to installation, any shades, blinds, ventilators or window
        treatments of any kind, as well as any lighting within the Premises that
        may be
        visible from the exterior of the Building or any interior common
        area.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      D.         
          Keys. To retain and use at any time all passkeys, access
        cards and/or entry codes to enter the Premises or any door within the Premises.
        Tenant shall not alter or add any lock or bolt.

    

    
      


    

    
      E.         
          Access. Upon reasonable prior notice, to have access to
        inspect the Premises, and to perform its obligations, or make repairs,
        alterations, additions or improvements, as permitted by this
        Lease.

    

    
      


    

    
      F     
        Preparation for Reoccupancy. To decorate, remodel, repair, alter or
        otherwise prepare the Premises for reoccupancy at any time after Tenant abandons
        the Premises, without relieving Tenant of any obligation to pay
        Rent.

    

    
      


    

    
      G.    Heavy
        Articles. To reasonably approve the weight, size, placement and time and
        manner of movement within the Building of any safe, central filing system
        or
        other heavy article of Tenant's property. Tenant shall move its property
        entirely at its own risk.

    

    
      


    

    
      H.    Show
        Premises. To show the Premises to prospective purchasers, brokers, lenders,
        investors, rating agencies or others (except prospective tenants) at any
        reasonable time, and to show the Premises to prospective tenants during the
        last
        twelve (12) months of the Term, provided in each case that Landlord gives
        prior
        notice to Tenant and does not materially interfere with Tenant's use of the
        Premises.

    

    
      


    

    
      I.     Relocation
        of Tenant. [Intentionally Omitted]

    

    
      


    

    
      J.    
Use
        of
        Lockbox. To designate a lockbox collection agent for collections of amounts
        due Landlord. In that case, the date of payment of Rent or other sums shall
        be
        the date of the agent's receipt of such payment or the date of actual collection
        if payment is made in the form of a negotiable instrument thereafter dishonored
        upon presentment. However, Landlord may reject any payment for all purposes
        as
        of the date of receipt or actual collection by mailing to Tenant within 21
        days
        after such receipt or collection a check equal to the amount sent by
        Tenant.

    

    
      


    

    
      K.    Repairs
        and Alterations. To make repairs or alterations to the Project and in doing
        so transport any required material through the Premises (provided that Landlord
        shall use commercially reasonable efforts not to interfere with Tenant's
        use of
        the Premises in connection therewith), to close entrances, doors, corridors,
        elevators and other facilities in the Project, to open any ceiling in the
        Premises, or to temporarily suspend services or use of common areas in the
        Building. Landlord may perform any such repairs or alterations during ordinary
        business hours; provided, (i) with respect to work which does not materially
        and
        adversely affect Tenant's ability to conduct its business in the Premises,
        Tenant may, except in the event of an emergency or in the event of an
        interruption in base building systems or services, nevertheless request that
        such work be done after business hours, and in such event, Tenant shall pay
        Landlord for the overtime and other expenses incurred as a result thereof,
        and
        (ii) with respect to work which does materially and adversely affect Tenant's
        ability to conduct its business in the Premises, Landlord shall, except in
        the
        event of an emergency or in the event of an interruption in base building
        systems or services, cause such work to be performed after business hours
        at
        Landlord's sole cost and expense. Landlord may do or permit any work on any
        nearby building, land, street, alley or way. Notwithstanding anything herein
        to
        the contrary, Landlord shall use commercially reasonable efforts to perform
        any
        such work hereunder in a manner so as to minimize any interference with Tenant's
        business operations in the Premises.

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      


    

    
      L.    
        Landlord's Agents. If Tenant is in default under this Lease, possession
        of Tenant's funds or negotiation of Tenant's negotiable instrument by any
        of
        Landlord's agents shall not waive any breach by Tenant or any remedies of
        Landlord under this Lease.

    

    
      


    

    
      M.   Building
        Services. To install, use and maintain through the Premises, pipes,
        conduits, wires and ducts serving the Building, provided that such installation,
        use and maintenance does not unreasonably interfere with Tenant's use of
        the
        Premises.

    

    
      


    

    
      N.    Other
        Actions. To take any other action which Landlord deems reasonable in
        connection with the operation, maintenance or preservation of the
        Building.

    

    
      


    

    
      
        	
              	
                12

              	
                TENANT'S
                  DEFAULT.

              


      

    

    
      


    

    
      Any
        of
        the following shall constitute a default by Tenant:

    

    
      


    

    
      A.           Rent
        Default. Tenant fails to pay any Rent within ten (10) days following
        Tenant's receipt of written notice thereof;

    

    
      


    

    
      B.           
        Assignment/Sublease or Hazardous Substances Default. Tenant defaults in
        its obligations under Section 17, Assignment and Sublease, or Section
        28, Hazardous Substances, and fails to cure such default within ten (10)
        days following Tenant's receipt of written notice thereof from Landlord (except
        that, if Tenant begins to cure its failure within such 10-day period but
        cannot
        reasonably complete its cure within such 10-day period, then, so long as
        Tenant
        continues to diligently attempt to cure its failure, such 10-day period shall
        be
        extended to sixty (60) days, or such lesser period as is reasonably necessary
        to
        complete the cure);

    

    
      


    

    
      C.           
        Other Performance Default. Tenant fails to perform any other obligation
        to Landlord under this Lease, and such failure continues for thirty (30)
        days
        after Tenant's receipt of written notice thereof from Landlord (except that,
        if
        Tenant begins to cure its failure within such 30-day period but cannot
        reasonably complete its cure within such 30-day period, then, so long as
        Tenant
        continues to diligently attempt to cure its failure, such 30-day period shall
        be
        extended to one hundred twenty (120) days, or such lesser period as is
        reasonably necessary to complete the cure);

    

    
      


    

    
      D.           
        Credit Default. One of the following credit defaults
        occurs:

    

    
      


    

    
      (1)           Tenant
        commences any proceeding under any law relating to bankruptcy, insolvency,
        reorganization or relief of debts, or seeks appointment of a receiver, trustee,
        custodian or other similar official for the Tenant or for any substantial
        part
        of its property, or any such proceeding is commenced against Tenant and either
        remains undismissed for period of sixty (60) days or results in the entry
        of an
        order for relief against Tenant which is not fully stayed within thirty (30)
        days after entry;

    

    
      

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

      

       

    

    
      (2)          
        Tenant becomes insolvent or bankrupt, does not generally pay its debts as
        they
        become due, or admits in writing its inability to pay its debts, or makes
        a
        general assignment for the benefit of creditors;

    

    
      


    

    
      (3)          
         Any third party obtains a levy or attachment under process of law against
        Tenant's leasehold interest.

    

    
      


    

    
      E           Vacation
        or Abandonment Default. Tenant vacates or abandons the Premises and ceases
        paying Rent therefor.

    

    
      


    

    
      
        	
              	
                13

              	
                LANDLORD
                  REMEDIES.

              


      

    

    
      


    

    
      A.           Termination
        of Lease or Possession. If Tenant defaults, and such default continues
        beyond any applicable notice and cure period hereunder, Landlord may elect
        by
        notice to Tenant either to terminate this Lease or to terminate Tenant's
        possession of the Premises without terminating this Lease. In either case,
        Tenant shall immediately vacate the Premises and deliver possession to Landlord,
        and Landlord may repossess the Premises and may, at Tenant's sole cost, remove
        any of Tenant's signs and any of its other property, without relinquishing
        its
        right to receive Rent or any other right against Tenant. Landlord shall use
        commercially reasonable efforts to mitigate its damages
        hereunder.

    

    
      


    

    
      B.          
         Lease Termination Damages. If Landlord terminates the Lease, Tenant
        shall pay to Landlord all Rent due on or before the date of termination,
        plus
        Landlord's reasonable estimate of the aggregate Rent that would have been
        payable from the date of termination through the Termination Date, reduced
        by
        the fair market rental value of the Premises calculated as of the date of
        termination for the same period, taking into account anticipated vacancy
        prior
        to reletting, reletting expenses and market concessions, both discounted
        to
        present value at the rate of five percent (5%) per annum. If Landlord shall
        relet any part of the Premises for any part of such period before such present
        value amount shall have been paid by Tenant or finally determined by a court,
        then the amount of Rent payable pursuant to such reletting (taking into account
        vacancy prior to reletting and reletting expenses or concessions) shall be
        deemed to be the reasonable rental value for that portion of the Premises
        relet
        during the period of the reletting.

    

    
      


    

    
      C.       
            Possession Termination Damages. If Landlord
        terminates Tenant's right to possession without terminating the Lease and
        Landlord takes possession of the Premises itself, Landlord may relet any
        part of
        the Premises for such Rent, for such time, and upon such terms as Landlord
        in
        its sole discretion shall determine, without any obligation to do so prior
        to
        renting other vacant areas in the Building. Any proceeds from reletting the
        Premises shall first be applied to the expenses of reletting, including
        redecoration, repair, alteration, advertising, brokerage, legal, and other
        reasonably necessary expenses. If the reletting proceeds after payment of
        expenses are insufficient to pay the full amount of Rent under this Lease,
        Tenant shall pay such deficiency to Landlord monthly upon demand as it becomes
        due.   Any excess proceeds shall be retained by Landlord (after
        first being applied to any outstanding obligations of Tenant
        hereunder).

    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    
      D.          
         Landlord's Remedies Cumulative. All of Landlord's remedies under
        this Lease shall be in addition to all other remedies Landlord may have at
        law
        or in equity. Waiver by Landlord of any breach of any obligation by Tenant
        shall
        be effective only if it is in writing, and shall not be deemed a waiver of
        any
        other breach, or any subsequent breach of the same obligation. Landlord's
        acceptance of payment by Tenant shall not constitute a waiver of any breach
        by
        Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
        termination of the Lease or of Tenant's right to possession, the acceptance
        shall not affect such notice or termination. Acceptance of payment by Landlord
        after commencement of a legal proceeding or final judgment shall not affect
        such
        proceeding or judgment. Landlord may advance such monies and take such other
        actions for Tenant's account as reasonably may be required to cure or mitigate
        any default by Tenant. Tenant shall immediately reimburse Landlord for any
        such
        advance, and such sums shall bear interest at the default interest rate until
        paid.

    

    
      


    

    
      E.          
         WAIVER OF TRIAL BY JURY. EACH PARTY WAIVES TRIAL BY JURY IN THE
        EVENT OF ANY LEGAL PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS
        LEASE. EACH PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION
        WITH
        THIS LEASE IN A FEDERAL OR STATE COURT LOCATED IN MARICOPA COUNTY, ARIZONA,
        CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE
        ANY  PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER
        VENUE OR INCONVENIENT FORUM.

    

    
      


    

    
      F.          
          Enforcement Costs. In the event of any litigation or
        proceeding commenced by either party to enforce the terms of this Lease,
        the
        non-prevailing party in any such litigation or proceeding shall pay the
        reasonable attorneys' fees and other costs of the prevailing party in such
        litigation or proceeding.

    

    
      


    

    
      14.           SURRENDER.
        Upon termination of this Lease or Tenant's right to possession,
        Tenant
        shall return the Premises to Landlord in good order and condition, ordinary
        wear
        and casualty and condemnation damage excepted. If Landlord requires Tenant
        to
        remove any Work in accordance with the terms and provisions of this Lease,
        then
        Tenant shall remove such Work in a good and workmanlike manner and restore
        the
        Premises to its condition prior to their installation, ordinary wear and
        casualty and condemnation damage excepted.

    

    
      


    

    
      15.           HOLDOVER.
        Tenant shall have no right to holdover possession of the Premises
        after
        the expiration or termination of the Lease without Landlord's prior written
        consent, which consent Landlord may withhold in its sole and absolute
        discretion. If, however, Tenant retains possession of any part of the Premises
        after the Term, Tenant shall become a tenant at sufferance for the entire
        Premises upon all of the terms of this Lease, except that Tenant shall pay
        all
        of Base Rent and Operating Cost Share Rent at 150% of the rate in effect
        immediately prior to such holdover, computed on a per diem basis for each
        full
        or partial month Tenant remains in possession. Tenant shall also pay Landlord
        all of Landlord's direct and reasonably determined consequential damages
        to the
        extent resulting from Tenant's holdover. No acceptance of Rent or other payments
        by Landlord under these holdover provisions shall operate as a waiver of
        Landlord's right to regain possession or any other of Landlord's
        remedies.

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    
      
        	
              	
                16.

              	
                SUBORDINATION
                  TO GROUND LEASES AND
                  MORTGAGES.

              


      

    

    
      


    

    
      A.           Subordination.
        This Lease shall be subordinate to any present or future ground lease or
        mortgage respecting the Project, and any amendments to such ground lease
        or
        mortgage, at the election of the ground lessor or mortgagee as the case may
        be,
        effected by notice to Tenant in the manner provided in this Lease. The
        subordination shall be effective upon such notice, but at the request of
        Landlord or ground lessor or mortgagee, Tenant shall within ten (10) business
        days of the request, execute and deliver to the requesting party any
        commercially reasonable documents provided to evidence the subordination.
        Any
        mortgagee has the right, at its option, to subordinate its mortgage to the
        terms
        of this Lease, without notice to, nor the consent of, Tenant. Notwithstanding
        anything herein to the contrary, and as a condition of the subordination
        of this
        Lease hereunder, Landlord shall obtain from any existing lender with an interest
        in the Project, and any future lender who obtains an interest in the Project
        at
        any time hereafter, a subordination, non-disturbance and attornment agreement
        ("SNDA") for the benefit of Tenant, which SNDA shall be reasonably acceptable
        to
        Tenant in form and substance.

    

    
      


    

    
      B.     
              Termination of Ground Lease or
        Foreclosure of Mortgage. If any ground lease is terminated or mortgage
        foreclosed or deed in lieu of foreclosure given and the ground lessor,
        mortgagee, or purchaser at a foreclosure sale shall thereby become the owner
        of
        the Project, upon request of such owner, Tenant shall attorn to such ground
        lessor or mortgagee or purchaser without any deduction or setoff by Tenant,
        and
        this Lease shall continue in effect as a direct lease between Tenant and
        such
        ground lessor, mortgagee or purchaser. The ground lessor or mortgagee or
        purchaser shall be liable as Landlord only during the time such ground lessor
        or
        mortgagee or purchaser is the owner of the Project. At the request of Landlord,
        ground lessor or mortgagee, Tenant shall execute and deliver within ten (10)
        business days of the request any commercially reasonable document furnished
        by
        the requesting party to evidence Tenant's agreement to
        attorn.

    

    
      


    

    
      C.       
            Security Deposit. Any ground lessor or mortgagee
        shall be responsible for the return of any security deposit by Tenant only
        to
        the extent the security deposit is received by such ground lessor or
        mortgagee.

    

    
      


    

    
      D.       
            Notice and Right to Cure. The Project is subject
        to any ground lease and mortgage identified with name and address of ground
        lessor or mortgagee in Appendix D to this Lease (as the same may be amended
        from
        time to time by written notice to Tenant). Tenant agrees to send by registered
        or certified mail to any ground lessor or mortgagee identified either in
        such
        Appendix or in any later notice from Landlord to Tenant a copy of any notice
        of
        default sent by Tenant to Landlord. If Landlord fails to cure such default
        within the required time period under this Lease, but ground lessor or mortgagee
        begins to cure within ten (10) days after such period and proceeds diligently
        to
        complete such cure, then ground lessor or mortgagee shall have such additional
        time as is necessary to complete such cure, including any time necessary
        to
        obtain possession if possession is necessary to cure, and Tenant shall not
        begin
        to enforce its remedies so long as the cure is being diligently
        pursued.

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    
      E.        
           Definitions. As used in this Section 16,
        "mortgage" shall include "deed of trust" and/or "trust deed" and "mortgagee"
        shall include "beneficiary" and/or "trustee", "mortgagee" shall include the
        mortgagee of any ground lessee, and "ground lessor", "mortgagee", and "purchaser
        at a foreclosure sale" shall include, in each case, all of its successors
        and
        assigns, however remote.

    

    
      


    

    
      17.           ASSIGNMENT
        AND SUBLEASE.

    

    
      


    

    
      A.         
          In General. Except as expressly permitted under Subsection
        17G hereof, Tenant shall not, without the prior consent of Landlord in each
        case, (i) make or allow any assignment or transfer, by operation of law or
        otherwise, of any part of Tenant's interest in this Lease, (ii) grant or
        allow
        any lien or encumbrance, by operation of law or otherwise, upon any part
        of
        Tenant's interest in this Lease, (iii) sublet any part of the Premises, or
        (iv)
        permit anyone other than Tenant and its employees to occupy any part of the
        Premises. Tenant shall remain primarily liable for all of its obligations
        under
        this Lease, notwithstanding any assignment or transfer. No consent granted
        by
        Landlord shall be deemed to be a consent to any subsequent assignment or
        transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all
        of
        Landlord's actual and reasonable attorneys' fees and other expenses incurred
        in
        connection with any consent requested by Tenant or in reviewing any proposed
        assignment or subletting. Any assignment or transfer, grant of lien or
        encumbrance, or sublease or occupancy without Landlord's prior written consent
        shall be void. If Tenant shall sublet the Premises in its entirety (other
        than a
        sublease to a Permitted Transferee), any rights of Tenant to renew this Lease,
        extend the Term or to lease additional space in the Project shall be
        extinguished thereby and will not be transferred to the assignee or subtenant,
        all such rights being personal to the Tenant named herein (provided, in no
        event
        shall any such subletting affect the termination option set forth in Section
        31
        hereof, and the same shall remain in full force and effect notwithstanding
        any
        such assignment or subletting, and in no event shall an assignment hereunder
        which is approved by Landlord extinguish or otherwise affect the rights and
        options referenced above or the termination option set forth in Section
        31 hereof).

    

    
      


    

    
      B.       
             Landlord's Consent. Landlord will not
        unreasonably withhold, condition, or delay its consent to any proposed
        assignment or subletting. It shall be reasonable for Landlord to withhold
        its
        consent to any assignment or sublease if (i) Tenant is in default beyond
        any
        applicable notice and cure period under this Lease, (ii) the proposed assignee
        or sublessee is a tenant in the Project or an affiliate of such a tenant
        or a
        party with whom Landlord has entered into bona fide lease negotiations for
        space
        in the Project at any time during the previous three (3) months, (iii) the
        nature of business of the proposed assignee or subtenant is not consistent
        with
        the uses permitted hereunder, (iv) in the reasonable judgment of Landlord
        the
        purpose for which the assignee or subtenant intends to use the Premises (or
        a
        portion thereof) is not in keeping with Landlord's standards for the Building
        or
        are in violation of the terms of this Lease or any other leases in the Project,
        (v) the proposed assignee or subtenant is a government entity, or (vi) the
        proposed assignment is for less than the entire Premises or for less than
        the
        remaining Term of the Lease. The foregoing shall not exclude any other
        reasonable basis for Landlord to withhold its consent.

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    
      C.      
             Procedure. Tenant shall notify Landlord of
        any proposed assignment or sublease at least thirty (30) days prior to its
        proposed effective date. The notice shall include the name and address of
        the
        proposed assignee or subtenant, its corporate affiliates in the case of a
        corporation and its partners in a case of a partnership, a copy of the proposed
        assignment or sublease, and information reasonably sufficient to permit Landlord
        to determine the character of the proposed assignee or subtenant. As a condition
        to any effective assignment of this Lease the assignee shall execute and
        deliver
        in form reasonable satisfactory to Landlord at least fifteen (15) days prior
        to
        the effective date of the assignment, an assumption of all of the obligations
        of
        Tenant under this Lease arising from and after the effective date of such
        assignment. As a condition to any effective sublease, subtenant shall execute
        and deliver in form reasonably satisfactory to Landlord at least fifteen
        (15)
        days prior to the effective date of the sublease, an agreement to comply
        with
        all of Tenant's obligations under this Lease arising from and after the
        effective date of such sublease, and at Landlord's option, an agreement (except
        for the economic obligations which subtenant will undertake directly to Tenant)
        to attorn to Landlord under the terms of the sublease in the event this Lease
        terminates before the sublease expires.

    

    
      


    

    
      D.          
         Change of Ownership. Except as expressly permitted under
Subsection 17G hereof, any transaction resulting in direct or indirect
        change in fifty percent (50%) or more of the ownership interest in Tenant
        shall
        constitute an assignment of this Lease.

    

    
      


    

    
      E.      
              Excess Payments. If Tenant shall
        assign this Lease or sublet any part of the Premises for consideration in
        excess
        of the pro-rata portion of Rent applicable to the space subject to the
        assignment or sublet, then Tenant shall pay to Landlord as Additional Rent
        fifty
        percent (50%) of any such excess immediately upon receipt, and after deducting
        Tenant's actual and reasonable costs of such assignment or sublease, including
        leasing commissions, allowances, and concessions and marketing
        costs.

    

    
      


    

    
      F.     
              Recapture. [Intentionally
        Omitted]

    

    
      


    

    
      G.      
             Permitted Transferees. Notwithstanding
        anything in this Section 17 to the contrary Tenant may assign this Lease
        or sublet all or any portion of the Premises without the prior written consent
        of Landlord to a Permitted Transferee (as hereinafter defined) provided that:
        (a) Tenant is not at such time, and such Permitted Transferee on the effective
        date of such assignment or sublease will not be, in default beyond any
        applicable notice and cure period hereunder; (b) such Permitted Transferee
        shall
        execute an instrument in writing assuming by assignment the terms of this
        Lease
        from and after the effective date of such assignment, or acknowledging that
        such
        sublease is subject and subordinate to all of the terms and conditions of
        this
        Lease and Tenant shall deliver the same to Landlord; and (c) all documents
        and
        information required hereunder shall be delivered by Tenant to Landlord at
        least
        ten (10) days prior to the effective date of such assignment or sublease.
        As
        used herein, a "Permitted Transferee" shall mean (i) any entity owned or
        controlled by Tenant, (ii) any entity of which Tenant is a parent or subsidiary,
        (iii) any entity which is under common ownership or control with Tenant,
        (iv)
        any entity into which Tenant is merged or consolidated or which consolidates
        into Tenant, or (v) any entity which acquires all or substantially all of
        the
        assets and liabilities of Tenant. Notwithstanding any assignment or sublease
        to
        a Permitted Transferee hereunder, Tenant shall remain primarily liable for
        all
        of its obligations under this Lease arising prior to or at any time after
        such
        assignment or subletting.

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    
      


    

    
      18.           CONVEYANCE
        BY LANDLORD. If Landlord shall at any time
        transfer its interest in the Project or this Lease, Landlord shall, so long
        as
        the transferee expressly assumes and agrees to be bound by all of Landlord's
        obligations hereunder, be released of any obligations occurring after such
        transfer, except the obligation to return to Tenant any security deposit
        not
        delivered to its transferee, and Tenant shall look solely to Landlord's
        successors for performance of such obligations. This Lease shall not be affected
        by any such transfer.

    

    
      


    

    
      19.           ESTOPPEL
        CERTIFICATE. Each party shall, within ten (10)
        business days of receiving a request from the other party, execute, acknowledge
        in recordable form, and deliver to the other party or its designee a certificate
        stating, subject to a specific statement of any applicable exceptions, that
        the
        Lease as amended to date is in full force and effect, that the Tenant is
        paying
        Rent and other charges on a current basis, and that to the best of the knowledge
        of the certifying party, the other party has committed no uncured defaults
        and
        has no offsets or claims. The certifying party may also be required to state
        the
        date of commencement of payment of Rent, the Commencement Date, the Termination
        Date, the Base Rent and the current Operating Cost Share Rent estimate, the
        status of any improvements required to be completed by Landlord, the amount
        of
        any security deposit, and such other factual matters as may be reasonably
        requested. Failure to deliver such statement within the time required shall
        be
        conclusive evidence against the non-certifying party that this Lease, with
        any
        amendments identified by the requesting party, is in full force and effect,
        that
        there are no uncured defaults by the requesting party, that not more than
        one
        month's Rent has been paid in advance, that the non-certifying party has
        not
        paid any security deposit, and that the non-certifying party has no claims
        or
        offsets against the requesting party.

    

    
      


    

    
      20.           SECURITY
        DEPOSIT. [Intentionally
        Omitted]

    

    
      


    

    
      21.           FORCE
        MAJEURE. Neither Landlord nor Tenant shall be in
        default under this Lease to the extent Landlord or Tenant, as the case may
        be,
        is unable to perform any of its obligations on account of any strike or labor
        problem, act of God, unusual inclement weather, energy reduction, shortage
        or
        blackout, governmental preemption or prescription, unusual governmental delay,
        national emergency, or any other cause of any kind beyond the reasonable
        control
        of such party ("Force Majeure").

    

    
      


    

    
      22.           INTENTIONALLY
        OMITTED

    

    
      


    

    
      23.           NOTICES.
        All notices, consents, approvals and similar communications to be
        given
        by one party to the other under this Lease, shall be given in writing, mailed
        or
        personally delivered as follows:

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    
      
        	
              	
                A.

              	
                Landlord.
                  To Landlord as follows:

              


      

    

    
      


    

    
      Phoenix
        Investors #13, L.L.C.

    

    
      c/o
        Chamberlain Family Trust

    

    
      1150
        West
        Washington, Suite 120

    

    
      Tempe,
        Arizona 85281

    

    
      


    

    
      or
        to
        such other person at such other address as Landlord may designate by written
        notice to Tenant.

    

    
      


    

    
      
        	
              	
                B.

              	
                Tenant.
                  To Tenant as follows:

              


      

    

    
      


    

    
      Orthologic
        Corp.

    

    
      1275
        W.
        Washington, Suite 101

    

    
      Tempe,
        Arizona 85281

    

    
      


    

    
      With
        a
        copy to:

    

    
      


    

    
      Quarles
        & Brady LLP

    

    
      One
        Renaissance Square

    

    
      Two
        North
        Central Avenue

    

    
      Phoenix,
        Arizona 85004

    

    
      Attn:
        Steven P. Emerick, Esq.

    

    
      


    

    
      or
        to
        such other person at such other address as Tenant may designate by written
        notice to Landlord.

    

    
      


    

    
      Mailed
        notices shall be sent by United States certified or registered mail, or by
        a
        reputable national overnight courier service, postage prepaid. Mailed notices
        shall be deemed to have been given on the earlier of actual delivery or three
        (3) business days after posting in the United States mail in the case of
        registered or certified mail, and one business day in the case of overnight
        courier.

    

    
      


    

    
      24.           QUIET
        POSSESSION. So long as Tenant is not then in
        default beyond any applicable notice and cure period hereunder, Tenant shall
        enjoy peaceful and quiet possession of the Premises against any party claiming
        through the Landlord.

    

    
      


    

    
      25.           REAL
        ESTATE BROKER. Tenant represents to Landlord that
        Tenant has not dealt with any real estate broker with respect to this Lease
        except for any broker(s) listed in the Schedule, and no other broker is in
        any
        way entitled to any broker's fee or other payment in connection with this
        Lease.
        Landlord represents to Tenant that Landlord has not dealt with any real estate
        broker with respect to this Lease except for any brokers) listed in the
        Schedule, and no other broker is in any way entitled to any broker's fee
        or
        other payment in connection with this Lease. Tenant shall indemnify and defend
        Landlord against any claims by any other broker or third party with whom
        Tenant
        has dealt for any payment of any kind in connection with this
        Lease   Landlord shall indemnify and defend Tenant against any
        claims by any other broker or third party with whom Landlord has dealt for
        any
        payment of any kind in connection with this Lease.

    

    
      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

    
       

      26.           MISCELLANEOUS.

    

    
      


    

    
      A.           
        Successors and Assigns. Subject to the limits on Tenant's assignment
        contained in Section 17, the provisions of this Lease shall be binding
        upon and inure to the benefit of all successors and assigns of Landlord and
        Tenant.

    

    
      


    

    
      B.          
         Date Payments Are Due. Except for payments to be made by Tenant
        under this Lease which are due upon demand or are due in advance (such as
        Base
        Rent, Operating Cost Share Rent and Parking Charges), Tenant shall pay to
        Landlord any amount for which Landlord renders a statement of account within
        thirty (30) days of Tenant's receipt of Landlord's statement.

    

    
      


    

    
      C.        
           Meaning of "Landlord". "Re-Entry". "including" and
        "Affiliate". The term "Landlord" means only the owner of the Project and the
        lessor's interest in this Lease from time to time. The words "re-entry" and
        "re-enter" are not restricted to their technical legal meaning. The words
        "including" and similar words shall mean "without limitation". The word
        "affiliate" shall mean a person or entity controlling, controlled by or under
        common control with the applicable entity. "Control" shall mean the power
        directly or indirectly, by contract or otherwise, to direct the management
        and
        policies of the applicable entity.

    

    
      


    

    
      D.        
           Time of the Essence. Time is of the essence of each
        provision of this Lease.

    

    
      


    

    
      E.           
         No Option. This document shall not be effective for any purpose
        until it has been executed and delivered by both parties; execution and delivery
        by one party shall not create any option or other right in the other
        party.

    

    
      


    

    
      F.         
           Severability. The unenforceability of any provision of
        this Lease shall not affect any other provision.

    

    
      


    

    
      G.       
             Governing Law. This Lease shall be governed
        in all respects by the laws of the state in which the Project is located,
        without regard to the principles of conflicts of laws.

    

    
      


    

    
      H.       
            Lease Modification. Tenant agrees to modify this
        Lease in any way reasonably requested by a mortgagee which does not cause
        increased expense to Tenant or otherwise materially or adversely affect Tenant's
        rights, interests, or obligations under this Lease or Landlord's obligations
        under this Lease.

    

    
      


    

    
      I.            
         No Oral Modification. No modification of this Lease shall be
        effective unless it is a written modification signed by both
        parties.

    

    
      


    

    
      J.          
          Landlord's Right to Cure. If Landlord breaches any of its
        obligations under this Lease, Tenant shall notify Landlord in writing and
        shall
        take no action respecting such breach so long as Landlord promptly begins
        to
        cure the breach following such notice and thereafter diligently pursues such
        cure to its completion as soon as reasonably practicable. Landlord may cure
        any
        default by Tenant which Tenant fails to cure within the applicable notice
        and
        cure periods set forth herein; any actual and reasonable expenses incurred
        shall
        become Additional Rent due from Tenant on demand by Landlord. In the event
        Landlord fails to cure or commence to cure as aforesaid, Tenant shall have
        all
        of its rights and remedies at law, in equity, and under this
        Lease.

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      K.        
           Captions. The captions used in this Lease shall have no
        effect on the construction of this Lease.

    

    
      


    

    
      L.         
          Authority. Landlord and Tenant each represents to the other
        that it has full power and authority to execute and perform this
        Lease.

    

    
      


    

    
      M.           Landlord's
        Enforcement of Remedies. Landlord may enforce any of its remedies under this
        Lease either in its own name or through an agent.

    

    
      


    

    
      N.        
           Entire Agreement. This Lease, together with all
        Appendices, constitutes the entire agreement between the parties. No
        representations or agreements of any kind have been made by either party
        which
        are not contained in this Lease.

    

    
      


    

    
      O.       
            Landlord's Title. Landlord's title shall always
        be paramount to the interest of the Tenant, and nothing in this Lease shall
        empower Tenant to do anything which might in any way impair Landlord's
        title.

    

    
      


    

    
      p.        
            Light and Air Rights. Landlord does not grant in
        this Lease any rights to light and air in connection with Project. Landlord
        reserves to itself, the Land, the Building below the improved floor of each
        floor of the Premises, the Building above the ceiling of each floor of the
        Premises, the exterior of the Premises and the areas on the same floor outside
        the Premises, along with the areas within the Premises required for the
        installation and repair of utility lines and other items required to serve
        other
        tenants of the Building (so long as no such installations or repairs within
        the
        Premises materially or adversely affect Tenant's use or occupancy thereof,
        or
        the configuration thereof).

    

    
      


    

    
      Q.        
           Singular and Plural. Wherever appropriate in this
        Lease, a singular term shall be construed to mean the plural where necessary,
        and a plural term the singular. For example, if at any time two parties shall
        constitute Landlord or Tenant, then the relevant term shall refer to both
        parties together.

    

    
      


    

    
      R.        
            No Recording by Tenant. Tenant shall not record
        in any public records any memorandum or any portion of this Lease, except
        to the
        extent otherwise required by applicable Governmental
        Requirements.

    

    
      


    

    
      S.         
           Exclusivity. Landlord does not grant to Tenant in this
        Lease any exclusive right except the right to occupy its
        Premises.

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    
      T.         
          No Construction Against Drafting Party. The rule of
        construction that ambiguities are resolved against the drafting party shall
        not
        apply to this Lease.

    

    
      


    

    
      U.          
         Survival. All obligations of Landlord and Tenant under this Lease
        shall survive the termination of this Lease.

    

    
      


    

    
      V.          
         Rent Not Based on Income. No rent or other payment in respect of
        the Premises shall be based in any way upon net income or profits from the
        Premises. Tenant may not enter into or permit any sublease or license or
        other
        agreement in connection with the Premises which provides for a rental or
        other
        payment based on net income or profit.

    

    
      


    

    
      W.           Building
        Manager and Service Providers. Landlord may perform any of its obligations
        under this Lease through its employees or third parties hired by the
        Landlord.

    

    
      


    

    
      X.       
            Late Charge and Interest on Late Payments.
        Without limiting the provisions of Section 12A, if Tenant fails to pay
        any installment of Rent or other charge to be paid by Tenant pursuant to
        this
        Lease within five (5) business days after the same becomes due and payable,
        then
        Tenant shall pay a late charge equal to the greater of five percent (5%)
        of the
        amount of such payment or $250. In addition, interest shall be paid by Tenant
        to
        Landlord on any late payments of Rent not received within five (5) business
        days
        from the due date thereof from the date due until paid at the rate provided
        in
Section 2D(2). Such late charge and interest shall constitute Additional
        Rent due and payable by Tenant to Landlord upon the date of payment of the
        delinquent payment referenced above.

    

    
      


    

    
      Y.        
           Tenant's Financial Statements. Within ten (10) days
        after Landlord's written request therefor and subsequent to the public filing
        thereof, if applicable, Tenant shall deliver to Landlord the current audited
        annual and unaudited quarterly financial statements of Tenant, and annual
        audited financial statements of the two (2) years prior to the current year's
        financial statements, each with an opinion of a certified public accountant
        and
        including a balance sheet and profit and loss statement, all prepared in
        accordance with generally accepted accounting principles consistently
        applied.

    

    
      


    

    
      27.           UNRELATED
        BUSINESS INCOME. If Landlord is advised by its
        counsel at any time that any part of the payments by Tenant to Landlord under
        this Lease may be characterized as unrelated business income under the United
        States Internal Revenue Code and its regulations, then Tenant shall enter
        into
        any amendment proposed by Landlord to avoid such income, so long as the
        amendment does not (i) require Tenant to make more payments or accept fewer
        services from Landlord than this Lease provides, (ii) materially or adversely
        affect Tenant's rights, interests, or obligations hereunder, or (iii) materially
        affect Landlord's obligations hereunder.

    

    
      


    

    
      28.           HAZARDOUS
        SUBSTANCES. Except for reasonable quantities of
        such items customarily present in general office or "wet lab" use (which
        items
        shall nevertheless be used and maintained by Tenant in accordance with
        applicable Governmental Requirements), Tenant shall not cause or permit any
        Hazardous Substances to be brought upon, produced, stored, used, discharged
        or
        disposed of in or near the Project unless Landlord has consented to such
        storage
        or use in its sole discretion. "Hazardous
        Substances" include those hazardous substances described in the
        Comprehensive Environmental Response, Compensation and Liability Act of 1980,
        as
        amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery
        Act, as amended, 42 U.S.C. Section 6901 et seq., any other applicable federal,
        state or local law, and the regulations adopted under these laws. If any
        lender
        or governmental agency shall require testing for Hazardous Substances in
        the
        Premises as a result of the acts or omissions of Tenant or Tenant's officers,
        agents, employees, or contractors, Tenant shall pay for such
        testing.

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    
      29.           EXCULPATION.
        Landlord shall have no personal liability under this Lease; its
        liability shall be limited to its interest in the Project, and the rents,
        profits, income, and proceeds thereof, and shall not extend to any other
        property or assets of the Landlord. In no event shall any officer, director,
        employee, agent, shareholder, partner, member or beneficiary of Landlord
        be
        personally liable for any of Landlord's obligations
        hereunder.

    

    
      


    

    
      30.           RENEWAL
        OPTION. Tenant shall have one (1) option to renew
        the Term of the Lease, for an additional two (2) year period (the "Extended
        Term") upon the same terms and conditions as contained in this Lease, except
        for the Base Rent which shall be $I7.05 per square foot of Rentable Area
        per
        year (with such figure determined based on the final square footage of Rentable
        Area under Section 3 of the Schedule). To exercise this option, Tenant
        must deliver written notice of the exercise to Landlord at least six (6)
        months
        prior to the original Termination Date of this Lease and Tenant must not
        be in
        default beyond any applicable notice and cure period under this Lease at
        the
        time Tenant delivers such notice. If Tenant does not timely give such notice,
        this Section 30 will be of no further force or effect and Tenant will
        have no renewal option. If Tenant timely gives notice of its exercise of
        this
        option, then the parties shall promptly execute an amendment to this Lease
        prepared by Landlord to confirm the extension of the Term to the Extended
        Term
        and the Base Rate applicable thereto, which amendment shall be reasonably
        acceptable to each of Landlord and Tenant.

    

    
      


    

    
      31.           TENANT'S
        TERMINATION RIGHT. Tenant shall have an option to
        cancel the remainder of the initial Lease Term effective as of the last day
        of
        the thirty-sixth (36th) full calendar month following the Commencement Date
        (the
        "Early Termination Date"). To exercise this option, Tenant must (a)
        deliver written notice of the exercise thereof to Landlord at least nine
        (9)
        months prior to the Early Termination Date (the "Termination Option Exercise
        Date"), and (b) concurrently with the giving of such notice, pay to Landlord
        a termination fee equal to the sum of (i) six (6) months of Base Rent
        (approximately $131,626.00), plus (ii) all unamortized leasing commissions
        paid
        to Tenant's broker in connection with this Lease (approximately $26,325.00)
        (with each such figure determined based on the final square footage of Rentable
        Area under Section 3 of the Schedule). Tenant must also not be in default
        beyond any applicable notice and cure period under this Lease at the time
        Tenant
        delivers such notice. If Tenant fails to deliver such items on or before
        the
        Termination Option Exercise Date, the option to terminate shall be deemed
        waived
        for all purposes and shall no longer be available to Tenant. Upon Tenant's
        delivery of the notice and termination fee described above, the Lease Term
        shall
        be deemed adjusted in accordance with the provisions of this Section 31.
        If Tenant timely gives notice of its exercise of this option, then the parties
        shall promptly execute an amendment to this Lease or a lease termination
        agreement prepared by Landlord to confirm the change of the Lease Term, which
        amendment or agreement shall be reasonably acceptable to each of Landlord
        and
        Tenant.

    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Lease.

    


    
      	 	
              LANDLORD:

            
	 	 
	 	
              PHOENIX
                INVESTORS #13, L.L.C. an Arizona limited liability
                company

            
	 	 	 
	 	
              By

            	
              Greenwood
                and McKenzie, a California general partnership

            
	 	
              Its

            	
              Manager

            
	 	 	 	 
	 	 	
              By

            	
              /s/
                Carl Greenwood

            
	 	 	 	
              Carl
                Greenwood

            
	 	 	
              Its

            	
              Managing
                General Partner

            
	 	 	 	 
	
               

            	
              By

            	
              Chamberlain
                Family Trust dated September 21, 1979, Restated January 9,
                2002

            
	 	
              Its

            	
              Manager

            
	 	 	 	 
	 	 	
              By

            	
              /s/
                James M. Chamberlain

            
	 	 	 	James
              M. Chamberlain
	 	 	
              Its

            	
              Trustee

            
	 	 	 	 
	 	 	
              By

            	
              /s/
                Patsy L. Chamberlain

            
	 	 	 	Patsy
              L. Chamberlain
	 	 	
              Its

            	
              Trustee

            


    

     

    
      	 	
              TENANT:

            
	 	 	 
	 	
              ORTHOLOGIC
                CORP., a Delaware corporation

            
	 	
               

            	 
	 	
              By:

            	
              /s/
                Les M. Taeger

            
	 	
              Print
                Name:

            	
              Les
                M. Taeger

            
	 	
              Print
                Title:

            	
              CFO

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      APPENDIX
        A

    

    
       

      PLAN
        OF
        THE PREMISES

    

    
      


    

    
      (attach
        floor plan depicting the Premises)


    


    
      
        
        

      

      
        1
          of
          1

        
          

        

      

      
        
        

      

    


    
      APPENDIX
        B

       

    

    
      RULES
        AND
        REGULATIONS

    

    
      


    

    
      1.           Tenant
        shall not place anything, or allow anything to be placed near the glass of
        any
        window, door, partition or wall which may, in Landlord's judgment, appear
        unsightly from outside of the Project.

    

    
      


    

    
      2.           
        The Project directory shall be available to Tenant solely to display names
        and
        their location in the Project, which display shall be as reasonably directed
        by
        Landlord.

    

    
      


    

    
      3.         
          The sidewalks, halls, passages, exits, entrances, elevators and
        stairways shall not be obstructed by Tenant or used by Tenant for any purposes
        other than for ingress to and egress from the Premises. Tenant shall reasonably
        cooperate to keep such areas free from all obstruction and in a clean and
        sightly condition and shall move all supplies, furniture and equipment as
        soon
        as received directly to the Premises and move all such items and waste being
        taken from the Premises (other than waste customarily removed by employees
        of
        the Building) directly to the shipping platform at or about the time arranged
        for removal therefrom. The halls, passages, exits, entrances, elevators,
        stairways, balconies and roof are not for the use of the general public and
        Landlord shall, in all cases, retain the right to control and prevent access
        thereto by all persons whose presence in the judgment of Landlord, reasonably
        exercised, shall be prejudicial to the safety, character, reputation and
        interests of the Project. Neither Tenant nor any employee or invitee of Tenant
        shall go upon the roof of the Project.

    

    
      


    

    
      4.     
              The toilet rooms, urinals, wash bowls and
        other apparatuses shall not be used for any purposes other than that for
        which
        they were constructed, and no foreign substance of any kind whatsoever shall
        be
        thrown therein, and to the extent caused by Tenant or its employees or invitees,
        the expense of any breakage, stoppage or damage resulting from the violation
        of
        this rule shall be borne by Tenant.

    

    
      


    

    
      5.     
              Tenant shall not cause any unnecessary
        janitorial labor or services by reason of Tenant's carelessness or indifference
        in the preservation of good order and cleanliness.

    

    
      


    

    
      6.     
              Tenant shall not install or operate any
        refrigerating, heating or air conditioning apparatus, or vending machines,
        or
        carry on any mechanical business without the prior written consent of Landlord;
        use the Premises for housing, lodging or sleeping purposes; or permit
        preparation or warming of food in the Premises (warming of coffee and individual
        meals with employees and guests excepted). Tenant shall not occupy or use
        the
        Premises or permit the Premises to be occupied or used for any purpose, act
        or
        thing which is in violation of any Governmental Requirement or which may
        be
        dangerous to persons or property.

    

    
      


    

    
      7.      
             Except as otherwise provided in the Lease, Tenant
        shall not bring upon, use or keep in the Premises or the Project any kerosene,
        gasoline or inflammable or combustible fluid or material, or any other articles
        deemed hazardous to persons or property, or use any method of heating or
        air
        conditioning other than that supplied by Landlord.

    


    
      
        
        

      

      
        1
          of 4

        
          

        

      

      
        
        

      

    


    
      8          
          Landlord shall have sole power to direct electricians as to where
        and how telephone and other wires are to be introduced. No boring or cutting
        without the consent of Landlord. The location of telephones call boxes and
        other
        office equipment affixed to the Premises shall be subject to the approval
        of
        Landlord.

    

    
      


    

    
      9       
             No additional locks shall be placed upon any
        windows or transoms in or to the Premises. Tenant shall not change existing
        locks or the mechanism thereof. Upon expiration or termination of the Lease
        Term, Tenant shall deliver to Landlord all keys, access cards and passes
        for
        offices, rooms, parking facilities and toilet rooms which shall have been
        furnished Tenant. Notwithstanding the foregoing, but subject to the applicable
        terms and provisions of the Lease, Tenant may install an access control system
        controlling access to the Premises.

    

    
      


    

    
      In
        the
        event of the loss of keys or cards so furnished, Tenant shall pay Landlord
        therefor. Tenant shall not make, or cause to be made, any such keys or cards
        and
        shall order all such keys and cards solely from Landlord and shall pay Landlord
        for any keys or cards in addition to the sets of keys and/or cards originally
        furnished by Landlord for each lock.

    

    
      


    

    
      10           Tenant
        shall not install linoleum, tile, carpet or other floor covering so that
        the
        same shall be affixed to the floor of the Premises in any manner except as
        reasonably approved by Landlord.

    

    
      


    

    
      11.           No
        furniture, packages, supplies, equipment or merchandise will be received
        in the
        Project or carried up or down in the freight elevator, except between such
        hours
        and in such freight elevator as shall be reasonably designated by Landlord.
        Tenant shall not take or permit to be taken in or out of other entrances
        of the
        Building, or take or permit on other elevators, any  item normally
        taken in or out through the trucking concourse or service doors or in or
        on
        freight elevators.

    

    
      


    

    
      12           Tenant
        shall cause all doors to the Premises to be closed and securely locked and
        shall
        turn off all utilities, lights and machines before leaving the Project at
        the
        end of the day.

    

    
      


    

    
      13           Without
        the prior written consent of Landlord, which consent shall not be unreasonably
        withheld, conditioned, or delayed, Tenant shall not use the name of the Project
        or any picture of  the Project in connection with, or in promoting or
        advertising the business of, Tenant, except Tenant may use the address of
        the
        Project as the address of its business.

    

    
       

    

    
      14           Tenant
        shall reasonably cooperate with Landlord to assure the most effective operation
        of the Premises' or the Project's heating and air conditioning and shall
        refrain
        from attempting to adjust any controls, other than room thermostats installed
        for Tenant's use Tenant shall keep corridor doors closed and window coverings
        and/or blinds in their down position.

    

    
      


    

    
      15           Tenant
        assumes full responsibility for protecting the Premises from theft, robbery
        and
        pilferage which may arise from a cause other than the negligence or willful
        misconduct of Landlord or Landlord's officers, agents, employees, or contractors
        which includes keeping doors locked and other means of entry to the Premises
        closed and secured.

    


    
      
        
        

      

      
        2
          of 4

        
          

        

      

      
        
        

      

    


    
      16.           Peddlers,
        solicitors and beggars shall be reported to the office of the Project or
        as
        Landlord otherwise requests.

    

    
      


    

    
      17.           Tenant
        shall not advertise the business, profession or activities of Tenant conducted
        in the Project in any manner which violates applicable Governmental
        Requirements.

    

    
      


    

    
      18.           No
        bicycle or other vehicle and no animals or pets shall be allowed in the
        Premises, halls, freight docks, or any other parts of the Building except
        that
        disabled persons may be accompanied by "service" dogs. Tenant shall not make
        or
        permit any noise, vibration or odor to emanate from the Premises, or do anything
        therein tending to create, or maintain, a nuisance, or do any act tending
        to
        injure the reputation of the Building.

    

    
      


    

    
      19.           Tenant
        acknowledges that Building security problems may occur which may require
        the
        employment of extreme security measures in the day-to-day operation of the
        Project.

    

    
      


    

    
      Accordingly:

    

    
      


    

    
      (a)           Landlord
        may, at any time, or from time to time, or for regularly scheduled time periods,
        as deemed advisable by Landlord and/or its agents, in their commercially
        reasonable discretion, require that persons entering or leaving the Project
        or
        the Property identify themselves to watchmen or other employees designated
        by
        Landlord, by registration, identification or otherwise.

    

    
      


    

    
      (b)           Tenant
        agrees that it and its employees will reasonably cooperate with Project
        employees in the implementation of any and all security
        procedures.

    

    
      


    

    
      (c)           Such
        security measures shall be the sole responsibility of Landlord, and Tenant
        shall
        have no liability for any action taken by Landlord in connection therewith,
        it
        being understood that Landlord is not required to provide any security
        procedures and shall have no liability for such security procedures or the
        lack
        thereof.

    

     

    
      20.           Tenant
        shall not do or permit the manufacture, sale, purchase, or use of any fermented,
        intoxicating or alcoholic beverages without obtaining written consent of
        Landlord.

    

    
      


    

    
      21.           Tenant
        shall not disturb the quiet enjoyment of any other tenant.

    

    
      


    

    
      22.           Tenant
        shall not provide any janitorial services or cleaning without Landlord's
        written
        consent and then only subject to supervision of Landlord and at Tenant's
        sole
        responsibility and by janitor or cleaning contractor or employees at all
        times
        satisfactory to Landlord.

    

    
      


    

    
      23.           Landlord
        may retain a pass key to the Premises and be allowed admittance thereto at
        all
        times to enable its representatives to examine the Premises from time to
        time
        and to exhibit the same and Landlord may place and keep on the windows and
        doors
        of the Premises at any time signs advertising the Premises for
        Rent.

    


    
      
        
        

      

      
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      24.           No
        equipment, mechanical ventilators, awnings, special shades or other forms
        of
        window covering shall be permitted either inside or outside the windows of
        the
        Premises without the prior written consent of Landlord, and then only at
        the
        expense and risk of Tenant, and they shall be of such shape, color, material,
        quality, design and make as may be approved by Landlord.

    

    
      


    

    
      25.           Tenant
        shall not during the term of this Lease canvas or solicit other tenants of
        the
        Building for any purpose.

    

    
      


    

    
      26           Tenant
        shall not install or operate any phonograph, musical or sound-producing
        instrument or device, radio receiver or transmitter, TV receiver or transmitter,
        or similar device in the Building, nor install or operate any antenna, aerial,
        wires or other equipment inside or outside the Building, nor operate any
        electrical device from which may emanate electrical waves which may interfere
        with or impair radio or television broadcasting or reception from or in the
        Building or elsewhere, without in each instance the prior written approval
        of
        Landlord. Landlord hereby agrees that Tenant may use devices in the Premises
        to
        play music or television so long as the volume of sound does not disturb
        other
        tenants in the Building.

    

    
      


    

    
      27.           Tenant
        shall promptly remove all rubbish and waste from the Premises. Tenant shall
        break large boxes down to a "flat" condition prior to placement in the
        trash.

    

    
      


    

    
      28.           Tenant
        shall not exhibit, sell or offer for sale, Rent or exchange in the Premises
        or
        at the Project any article, thing or service, except those ordinarily embraced
        within the use of the Premises specified in Section 6 of this Lease,
        without the prior written consent of Landlord.

    

    
      


    

    
      29.           [Intentionally
        Omitted]

    

    
      


    

    
      30.           Tenant
        shall not overload any floors in the Premises or any public corridors or
        elevators in the Building.

    

    
       

    

    
      31.           Except
        for minor repairs or activities to facilitate the installation or removal
        of
        artwork white boards, or similar standard office or laboratory accessories
        in
        the Premises, Tenant shall not do any painting in the Premises, or mark,
        paint,
        cut or drill into, drive nails or screws into, or in any way deface any part
        of
        the Premises or the Building, outside or inside, without the prior written
        consent of Landlord, which consent shall not be unreasonably withheld,
        conditioned, or delayed.

    

    
      


    

    
      32.           Whenever
        Landlord's consent, approval or satisfaction is required under these Rules
        then
        unless otherwise stated, any such consent, approval or satisfaction must
        be
        obtained in advance, such consent or approval shall be granted or withheld
        in
        Landlord's reasonable discretion, and Landlord's satisfaction shall be
        determined in its commercially reasonable judgment.

    

    
      


    

    
      33.           Tenant
        and its employees shall reasonably cooperate in all fire drills conducted
        by
        Landlord in the Building.

    


    
      
        
        

      

      
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      34.           Tenant
        shall direct all employees who work at the Premises to dress, act, and behave
        in
        a manner appropriate for a comparable commercial office building located
        in the
        Phoenix, Arizona marketplace, including, without limitation, not sleeping
        or
        loitering in lobbies or other common areas.

    

    
      


    

    
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      APPENDIX
        C

    

    
      


    

    
      TENANT
        IMPROVEMENT AGREEMENT

    

    
      


    

    
      1.
        TENANT
        IMPROVEMENTS. The Premises will include those items shown or described on
        the
        attached Appendix C-l ("Shell Improvements") and the other
        improvements (the "Tenant Improvements") to be completed in accordance
        with plans and specifications approved by Tenant and Landlord (the
        "Plans"), which approvals shall not be unreasonably withheld,
        conditioned, or delayed. The Shell Improvements and the Tenant Improvements
        shall be performed at the Landlord's sole cost and expense.

    

    
      


    

    
      Landlord
        shall cause the Plans to be prepared by Phoenix Design One, consistent with
        the
        space plan dated June 7, 2007 and in substantial conformity with Building
        standards from the original construction drawings for the Building as reasonably
        interpreted by Landlord, but similar in quality and appearance as currently
        constructed in Suite 102 (collectively, the "Tenant Improvement
        Requirements"). Landlord shall furnish the initial draft of the Plans to
        Tenant solely for Tenant to verify the Plans are consistent with the Tenant
        Improvement Requirements. Tenant shall, within two (2) weeks after receipt,
        either provide comments to such Plans noting the inconsistencies with the
        Tenant
        Improvement Requirements or approve the same. Tenant shall be deemed to have
        approved such Plans if it does not timely provide comments on such Plans.
        If
        Tenant provides Landlord with comments to the initial draft of the Plans
        noting
        inconsistencies from the Tenant Improvement Requirements, Landlord shall
        provide
        revised Plans to be consistent therewith within one (1) week after receipt
        of
        Tenant's comments. Tenant shall, within one (1) week after receipt, then
        either
        provide comments to such revised Plans noting the inconsistencies with the
        Tenant Improvement Requirements or approve such Plans. Tenant shall be deemed
        to
        have approved such revised Plans if Tenant does not timely provide comments
        on
        such Plans. The process described above shall be repeated, if necessary,
        until
        the Plans have been finally approved by Tenant. Tenant's approval of any
        of the
        Plans (or any modifications or changes thereto) shall not impose upon Tenant
        or
        its agents or representatives any obligation with respect to the design of
        the
        Initial Improvements or the compliance of such Initial Improvements or the
        Plans
        with applicable Governmental Requirements. Landlord shall cause the Plans
        and
        each component thereof (and any modifications thereof) to comply with all
        applicable Governmental Requirements.

    

    
      


    

    
      Sun
        State
        Builders will perform the construction of the Tenant Improvements. Landlord
        shall use commercially reasonable efforts to cause the Tenant Improvements
        to be
        substantially completed, except for minor "Punch List" items, on or before
        the
        Commencement Date specified in the Schedule to the Lease, subject to Tenant
        Delay (as defined in Section 3 hereof) and Force Majeure. Landlord will
        cause the Tenant Improvements to be constructed (i) in substantial accordance
        with the Plans and the Tenant Improvement Requirements, (ii) in a good and
        workmanlike manner, (iii) utilizing good grades of materials and finishes,
        and
        similar in quality and appearance as currently constructed in Suite 102,
        and
        (iv) in compliance with all applicable Governmental Requirements. Landlord
        shall
        warrant that all of the Tenant Improvements and the materials incorporated
        therein shall be free from defects in material and workmanship for a period
        of
        one (1) full year from the date of substantial completion, or for the duration
        of any third-party warranty period applicable to the Tenant Improvements,
        if
        longer.  Without limiting Landlord's repair obligations to the extent
        expressly set forth in the Lease, Landlord shall, at Landlord's sole cost
        and
        expense, promptly repair or replace any such defective Tenant Improvements
        evidenced by written notice to Landlord within such one (1) year period,
        or use
        commercially reasonable efforts to cause the same to be repaired within any
        third-party warranty period by the applicable third-party warrantor, as the
        case
        may be.

    

    
      

        
          
            
            

          

          
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      2.           CHANGE
        ORDERS. If, prior to the Commencement Date, Tenant shall require improvements
        or
        changes (individually or collectively, "Change Orders") to the Premises
        in addition to, revision of or substitution for the Tenant Improvements,
        Tenant
        shall deliver to Landlord for its approval, which approval shall not be
        unreasonably withheld, conditioned, or delayed, plans and specifications
        for
        such Change Orders. If Landlord does not approve of the plans for Change
        Orders,
        Landlord shall advise Tenant of the revisions required. Tenant shall revise
        and
        redeliver the plans and specifications to Landlord within five (5) business
        days
        of Landlord's advice or Tenant shall be deemed to have abandoned its request
        for
        such Change Orders. Tenant shall pay for all preparations and revisions of
        plans
        and specifications, and the construction of all Change Orders, but shall
        receive
        a credit against the cost of such Change Orders for any savings in, or reduction
        of, the Tenant Improvements occasioned thereby.

    

    
      


    

    
      3.           COMMENCEMENT
        DATE DELAY. The Commencement Date shall be delayed until the Tenant Improvements
        have been substantially completed (the "Completion Date"). except to the
        extent that the delay shall be caused by any one or more of the following
        (a
        "Tenant Delay"):

    

     

    
      (a)           Tenant's
        request for Change Orders whether or not any such Change Orders are actually
        performed; or

    

    
      


    

    
      (b)           Contractor's
        performance of any Change Orders; or

    

    
      


    

    
      (c)           Tenant's
        request for materials, finishes or installations in excess of the Tenant
        Improvement Requirements requiring unusually long lead times;
        or

    

    
      


    

    
      (d)           [Intentionally
        Omitted]

    

    
      


    

    
      (e)           Tenant's
        delay, following receipt of written request therefor, in providing information
        critical to the normal progression of the project. Tenant shall provide such
        information as soon as reasonably possible, but in no event longer than one
        (1)
        week after receipt of such written request for information from the Landlord;
        or

    

    
      


    

    
      (f)           Tenant's
        delay in making payments to Landlord for costs of Change Orders;
        or

    

    
      


    

    
      (g)           Any
        other act or omission by Tenant, its agents, contractors or persons employed
        by
        any of such persons.

    

    
      


    

    
      If
        the
        Commencement Date is delayed due to a Tenant Delay, then Landlord shall cause
        Landlord's Architect to certify the date on which the Tenant Improvements
        would
        have been completed but for such Tenant Delay, and such date shall be deemed
        to
        be the Commencement Date If the Commencement Date is delayed for any other
        reason, then Landlord shall cause Landlord's Architect to certify the date
        on
        which the Tenant Improvements were in fact completed, and such date shall
        be the
        Commencement Date.

    

    
      

        
          
            
            

          

          
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      Upon
        substantial completion of the Tenant Improvements, the parties will conduct
        a
        walkthrough inspection to identify any missing or nonconforming work, and
        prepare a "Punch List" thereof, and neither party shall unreasonably withhold
        approval concerning any such items. So long as Tenant's ability to use and
        occupy the Premises is not materially or adversely affected thereby, the
        existence of "Punch List" items to be completed or remedied by Landlord's
        contractor shall not delay or affect the Completion Date. Landlord shall
        thereafter cause its contractor to complete any such unfinished Tenant
        Improvements within forty-five (45) days thereafter, subject to Force Majeure
        and Tenant Delay. All defective work, materials, and equipment comprising
        part
        of the initial Tenant Improvements hereunder will be repaired or replaced
        by or
        at the direction of Landlord as provided in Section 1 hereof. If there is
        any dispute as to whether substantial completion of the Tenant Improvements
        has
        occurred, either Landlord or Tenant may request a good faith decision by
        an
        independent architect or contractor which shall be final and binding on the
        parties.

    

    
      


    

    
      4.          
         ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Landlord shall permit
        Tenant and its agents to enter the Premises prior to the Commencement Date
        to
        prepare the Premises for Tenant's use and occupancy (and to continue occupying
        those portions of the Premises subject to the Current Lease, as applicable).
        Any
        such permission shall constitute a license only, conditioned upon
        Tenant's:

    

    
      


    

    
      (a)           working
        in harmony with Landlord and Landlord's agents, contractors, workmen, mechanics
        and suppliers and with other tenants and occupants of the
        Building;

    

    
      


    

    
      (b)           obtaining
        in advance Landlord's approval of the contractors proposed to be used by
        Tenant
        and depositing with Landlord in advance of any work the contractor's affidavit
        for the proposed work and the waivers of lien from the contractor and all
        subcontractors and suppliers of material; and

    

    
      


    

    
      (c)           furnishing
        Landlord with such insurance as Landlord may reasonably require against
        liabilities which may arise out of such entry.

    

    
      


    

    
      In
        the
        event of any interference or disharmony attributable to Tenant, Landlord
        shall
        have the right to withdraw such license upon twenty-four (24) hours' written
        notice to Tenant (and Tenant's failure to cure such interference or disharmony
        within such 24-hour period). Landlord shall not be liable in any way for
        any
        injury, loss or damage which may occur to any of Tenant's property or
        installations in the Premises prior to the Commencement Date. Tenant shall
        protect, defend, indemnify and save harmless Landlord from all liabilities,
        costs, damages, fees and expenses arising out of the activities of Tenant
        or its
        agents, contractors, suppliers or workmen in the Premises or the Building.
        Any
        entry and occupation permitted under this Section shall be governed by
Section 5 and all other terms of the Lease.

    


    
      
        
        

      

      
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      5.            
        MISCELLANEOUS.

    

    
      


    

    
      Terms
        used in this Appendix C shall have the meanings assigned to them in the
        Lease. The terms of this Appendix C are subject to the terms of the
        Lease.

    

    
      


    

    
      


    

    
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      APPENDIX
        C-l

    

    
      


    

    
      BUILDING
        SHELL CONDITIONS

    

    
      


    

    
      All
        structural wall, floor and roof support systems to support office floor live
        loads including partitions, ceilings, etc., of one hundred (100) pounds per
        square foot.

    

    
      


    

    
      All
        exterior glass, wall finishes and weather protection systems.

    

    
      


    

    
      Common
        toilet facilities, per Code, common lobbies, foyers, stairs and
        elevators.

    

    
      


    

    
      Automobile
        parking facilities including paving, lighting and parking
        structure.

    

    
      


    

    
      Central
        plant heating and air conditioning with main supply to tenant suites, include
        heat pumps stockpiled at tenant suites at one (1) ton per 260 square
        feet.   Installation, electrical hookup and low pressure air
        handling (distribution duct work, diffusers and vents) is not
        included.

    

    
      


    

    
      Main
        electrical service to Building and distribution of electrical power from
        main
        service to main electrical room on each floor. Light fixtures, installation
        and
        connection is not included.

    

    
      


    

    
      Main
        fire
        sprinkler piping with heads established on a predetermined
        pattern.

    

    
      


    

    
      Ceiling
        tile and grid materials are provided as part of Landlord's shell work.
        Installation is not included.

    

    
      


    

    
      Window
        Covering: Building Standard architectural miniblinds on all exterior
        windows.

    

    
      


    

    
      Public
        Corridor Partitions: Building Standard, 5/8" thick, gypsum board and base
        molding attached to corridor side of 3 1/2" metal studs on 24"
        centers with acoustic insulation built from floor to deck above. Tenant side
        gypsum board, base and finish is not included. Tenant side of exterior walls
        is
        not included.

    

    
      

        
          
            
            

          

          
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      APPENDIX
        D

    

    
      GROUND
        LEASES AND MORTGAGES CURRENTLY AFFECTING THE PROJECT

    

    
      


    

    
      
        	
                1.

              	
                Papago
                  Park Center Ground Lease dated March 6, 1989 between Salt River
                  Project
                  Agricultural Improvement and Power District, as Lessor, and Papago
                  Park
                  Center, Inc., as Lessee, as amended from time to time. Salt River
                  Project's address:

              


      

    

    
      
        


      

      
        	 	
                Salt
                  River Project

              
	 	
                1521
                  North Project Drive

              
	 	
                Tempe,
                  Arizona 85281-1206

              
	 	 
	 	
                P.O.
                  Box 52025

              
	 	
                Phoenix,
                  Arizona 85072-2025

              


      

      
         

      

    

    
      
        	
                2.

              	
                Papago
                  Park Center Ground Sublease dated June 27, 1997 between Papago
                  Park
                  Center, Inc., as Landlord, and Chamberlain Development, L.L.C.,
                  as Tenant,
                  as amended and assigned from time to time. Papago Park Center,
                  Inc.'s
                  address is:

              


      

    

    
       

    

    
      
        	 	
                Jayne
                  Lewis

              
	 	
                Papago
                  Park Center - PAB

              
	 	
                1521
                  Project Drive/SRP Building (delivery)

              
	 	
                Tempe,
                  Arizona 85281-1206

              
	 	
                P.O.
                  Box 52025 (mailing)

              
	 	
                Phoenix,
                  Arizona 85072-2025

              


      

      
         

      

    

    
      
        	
                3.

              	
                Deed
                  of Trust dated June 29, 1998 between Landlord, as Trustor, and
                  General
                  American Life Insurance Company, as Beneficiary, as amended from
                  time to
                  time. The present Beneficiary's address
                  is:

              


      

    

    
       

    

    
      
        
          	 	
                  KeyBank
                    Real Estate Capital Group

                
	 	
                  P.O.
                    Box 145404

                
	 	
                  Cincinnati,
                    Ohio 45250

                
	 	
                  Loan
                    No.: 01-241-0362

                


        

        
          

            
              
                
                

              

              
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      APPENDIX
        E

    

    
      


    

    
      COMMENCEMENT
        DATE CONFIRMATION

    

    
       

    

    
      
        	
                Landlord:

              	
                PHOENIX
                  INVESTORS #13, L.L.C., an Arizona limited liability
                  company

              


      

    

    
      


    

    
      
        	
                Tenant:

              	
                ORTHOLOGIC
                  CORP., a Delaware corporation

              


      

    

    
      


    

    
      


    

    
      This
        Commencement Date Confirmation is made by Landlord and Tenant pursuant to
        that
        certain Lease dated as of July 13, 2007 (the "Lease") for certain premises
        known
        as Suites 101-A and 101-B in the building commonly known as The Reserve at
        Papago Park Center (the "Premises"). This Confirmation is made pursuant
        to Section 9 of the Schedule to the Lease.

    

    
      


    

    
      1            
         Lease Commencement Date. Termination Date. Landlord and Tenant
        hereby agree that
        the
        Commencement Date of the Lease is ______________ 200_, and the Termination
        Date of
        the
        Lease is ____________, 200_.

    

    
      


    

    
      2             
        Acceptance of Premises. Tenant has inspected the Premises and affirms
        that the Premises is acceptable in all respects in its current "as is"
        condition.

    

    
      


    

    
      3           
         Incorporation This Confirmation is incorporated into the Lease, and
        forms an integral part thereof. This Confirmation shall be construed and
        interpreted in accordance with the terms of the Lease for all
        purposes.

    

    
      


    

    
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              LANDLORD:  

            	 
	 	 	 	 	 	 
	 	 	
              PHOENIX
                INVESTORS #13, L.L.C. an Arizona limited liability company  

            	 
	 	 	 	 	 	 
	 	 	
              By

            	
              Greenwood
                and McKenzie, a California general partnership 

            	 
	 	 	
              Its

            	
              Manager 

            	 
	 	 	 	 	 	 
	 	 	 	
              By

            	  
              	 
	 	 	 	 	
              Carl
                Greenwood

            	 
	 	 	 	
              Its

            	
              Managing
                General Partner

            	 
	 	 	 	 	 	 
	 	 	
              By

            	
              Chamberlain
                Family Trust dated September 21,1979, Restated January 9, 2002 

            	 
	 	 	
              Its

            	
              Manager 

            	 
	 	 	 	 	 	 
	 	 	 	
              By

            	  
              	 
	 	 	 	 	
              James
                M. Chamberlain

            	 
	 	 	 	
              Its

            	
              Trustee

            	 
	 	 	 	 	 	 
	 	 	 	
              By

            	  
              	 
	 	 	 	 	
              Patsy
                L. Chamberlain

            	 
	 	 	 	
              Its

            	
              Trustee

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
              TENANT:  

            	 
	 	 	 	 	 	 
	 	 	
              ORTHOLOGIC
                CORP., a Delaware corporation  

            	 
	 	 	 	 	 	 
	 	 	
               

            	 	 	 
	 	 	
              By:

            	    
              	 
	 	 	
              Print
                Name:

            	   
              	 
	 	 	
              Print
                Title:

            	   
              	 


    

     

     

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