Exhibit 10.1 Lease Agreement























OFFICE LEASE










by and between




"Landlord"




Frodsham Real Estate, L.L.C.,

An Utah Limited Liability Company



















and



















"Tenant"




Fresh Medical Laboratories, Inc.







Dated




April 25, 2014










for premises known as




James Building

747 East South Temple, Suite 150

Salt Lake City, UT






1






TABLE OF CONTENTS




			
	 
	 
	Page


	1.  BASIC PROVISIONS

	 
	3


	2.  LEASED PREMISES; NO ADJUSTMENTS

	 
	4


	3.  LEASE TERM; COMMENCEMENT DATE

	 
	4


	4.  SECURITY DEPOSIT

	 
	5


	5.  RENT; RENT TAX; ADDITIONAL RENT

	 
	5


	6.  OPERATING COSTS

	 
	5


	7.  CONDITION, REPAIRS AND ALTERATIONS

	 
	7


	8.  SERVICES

	 
	8


	9.  LIABILITY AND CASUALTY INSURANCE

	 
	9


	10.  CASUALTY DAMAGE

	 
	9


	11.  WAIVER OF SUBROGATION

	 
	10


	12.  LANDLORD'S RIGHT TO PERFORM TENANT OBLIGATIONS

	 
	10


	13.  DEFAULT AND REMEDIES

	 
	10


	14.  LATE PAYMENTS

	 
	12


	15.  SURRENDER

	 
	12


	16.  INDEMNIFICATION AND EXCULPATION

	 
	12


	17.  ENTRY BY LANDLORD

	 
	13


	18.  SUBSTITUTE PREMISES

	 
	13


	19.  ASSIGNMENT AND SUBLETTING

	 
	15


	20.  USE OF LEASED PREMISES

	 
	15


	21.  SUBORDINATION AND ATTORNMENT

	 
	16


	22.  ESTOPPEL CERTIFICATE

	 
	16


	23.  SIGNS 

	 
	16


	24.  PARKING

	 
	16


	25.  LIENS

	 
	16


	26.  HOLDING OVER

	 
	17


	27.  ATTORNEYS' FEES

	 
	17


	28.  RESERVED RIGHTS OF LANDLORD

	 
	17


	29.  EMINENT DOMAIN

	 
	18


	30.  NOTICES

	 
	18


	31.  RULES AND REGULATIONS

	 
	18


	32.  ACCORD AND SATISFACTION

	 
	18


	33.  OPTION TO RENEW

	 
	18


	34.  MISCELLANEOUS

	 
	18









2






OFFICE LEASE




1.  BASIC PROVISIONS




			
	1.1

	Date

	April 25, 2014


	 
	 
	 

	1.2

	Landlord:

	Frodsham Real Estate II


	 
	 
	 

	1.3

	Landlord's Address: 

	P.O. Box 1680, American Fork, Utah 84003 Attention: John Gubler, Property Manager


	 
	 
	 

	1.4

	Tenant:

	Fresh Medical Laboratories, Inc.


	 
	 
	 

	1.5

	Tenant's Address:

	747 East South Temple #150, Salt Lake City, Utah.


	 
	 
	 

	1.6

	Property

	The parcel of real estate located in Salt Lake City, Utah described on Exhibit “A” attached hereto and incorporated herein by this reference.


	 
	 
	 

	1.7

	Building

	That certain office building located at 747 East South Temple, Suite _150_, Salt Lake City, UT and situated on the Property, and the landscaping, parking facilities, and all other improvements and appurtenances to the Property.


	 
	 
	 

	1.8

	Leased Premises:

	Approximately _4657_ rentable square feet, to include all of Areas B, D, E and F, identified on the Floor Plan attached hereto as Exhibit “B”. Rent based on 4131 RSF.


	 
	 
	 

	1.9

	Permitted Use:

	General Office 


	 
	 
	 

	1.10

	Lease Term:

	Thirty Six (36) Months.


	 
	 
	 

	1.11

	Scheduled Commencement Date:

	August, 1, 2014


	 
	 
	 

	1.12

	Annual Basic Rent

	$11.00 per rentable square foot  with Two-Percent annual increase to Annual Basic Rent




(Rent Based on 4131 RSF) 

$3,786.75 – August 1, 2014 – July 31, 2015

$3,862.48 – August 1, 2015 – July 31, 2016

$3,939.73 – August 1, 2016 – July 31, 2017


	 
	 
	 

	1.13

	Security Deposit:

	Tenant has already deposited $_1,289.17_with Landlord


	 
	 
	 

	1.14

	Base Year Costs:

	For purposes of calculations, base year shall be based on the calendar year 2014.


	 
	 
	 

	1.16

	Building Hours:

	7:00 a.m., to 6:00 p.m., Monday through Friday, and  8:00  a.m. to 12:00  p.m. on Saturday, excluding recognized federal, state or local holidays. 


	 
	 
	 

	1.17

	Parking Spaces:

	Ample – available on a first come, first serve basis in the building parking structure 


	 
	 
	 

	1.18

	Guarantors:

	N/A 


	 
	 
	 

	1.19

	Broker:

	N/A


	 
	 
	 








3









			
	1.20

	Metropolitan Area:

	Salt Lake City, Utah


	 
	 
	 

	1.21

	Late Charge Percentage:

	Ten Percent (10%)


	 
	 
	 

	1.22

	Tenant Improvements:

	Tenant agrees to take space with improvements as outlined in Exhibit G.


	 
	 
	 

	1.23

	Exhibits:

	A = Description of the Property 

B = Floor Plan 

C = Memorandum of Commencement Date 

D = Location of Parking Spaces 

E = Building Rules and Regulations 

F = Guaranty of Lease 

G = Work Letter







2.  LEASED PREMISES; NO ADJUSTMENTS




2.1

Leased Premises.  Landlord leases to Tenant, and Tenant leases and accepts from Landlord, the Leased Premises, upon the terms and conditions set forth in this Lease and any modifications, supplements or addenda to this Lease (the "Lease"), including the Basic Provisions of Article 1 which are incor­po­rated into this Lease by this reference, together with the nonexclusive right to use, in common with Landlord and others, the Building Common Areas (as defined below).  For the purposes of this Lease, the term "Building Common Areas" means common hallways, corridors, walkways and footpaths, foyers and lobbies, bathrooms and janitorial closets, electrical and telephone closets, landscaped areas, and such other areas within or adjacent to the Building which are subject to or are designed or intended solely for the common enjoyment, use and/or benefits of the tenants of the Building.




2.2

No Adjustment.  The Annual Basic Rent at the Commencement Date (as defined below) is based on the Leased Premises containing approximately the rentable square footage set forth in Article 1.8 above.   The Annual Basic Rent shall not be increased or decreased if the actual rentable square footage of the Leased Premises is more or less than the rentable square footage set forth in Article 1.8. 




3.  LEASE TERM; COMMENCEMENT DATE




3.1

Lease Term.  The Lease Term shall begin on the Com­mencement Date and shall be for the period set forth in Article 1.10 above, plus any period of less than one (1) month between the Commencement Date and the first day of the next succeeding cal­endar month, unless sooner terminated in accordance with the further provisions of this Lease.




3.2

Commencement Date.  _August 1, 2014_, in accordance with Section 1.1.




3.3

Memorandum of Commencement Date.  Landlord and Tenant shall, within ten (10) days after the Commencement Date, execute a declaration in the form of Exhibit "C" attached hereto speci­fy­ing the Commencement Date should the Commencement Date be a date other than the Scheduled Commencement Date.




3.4

Delay in Commencement Date.  In the event Landlord shall be unable, for any reason, to deliver possession of the Leased Premises to Tenant on the Scheduled Com­mence­ment Date, Landlord shall not be liable for any loss or damage occasioned due to such failure, nor shall such inabil­ity affect the validity of this Lease or the obligations of Tenant.  In such event, Tenant shall not be obligated to pay Annual Basic Rent or Addi­tional Rent until the Commencement Date.  In the event Landlord shall not have delivered possession of the Leased Premises to Tenant within thirty (30) days after the Scheduled Commencement Date, and if such failure to deliver possession was (a) caused solely by the fault or neglect of Landlord, and (b) not caused by any fault or neglect of Tenant or due to additional time required to plan for and install other work for Tenant beyond the amount of time which would have been required if only building standard improvements had been installed, then, as its sole and exclusive remedy for Land­lord's failure to deliver possession of the Leased Premises in a timely manner, Tenant shall have the right to terminate this Lease by delivering written notice of termination to Landlord at any time within thirty (30) days after the expiration of such thirty (30) day period.  Such termination shall be effective thirty (30) days after receipt by Landlord of Tenant's notice of termination unless Landlord shall, prior to the expiration of such thirty (30) day period, deliver possession of the Leased Premises to Tenant.  Upon a termination of this Lease pursuant to the provisions of this Article 3.4, the parties shall have no further obligations or liabili­ties to the other and Landlord shall promptly return any monies previously deposited or paid by Tenant.






4









3.5

Lease Year.  Each "Lease Year" shall be a period of twelve (12) consecu­tive calendar months, the first Lease Year beginning on the Commencement Date or on the first day of the calendar month next succeeding the Commencement Date if the Commencement Date is not on the first day of a calendar month.




4.

SECURITY DEPOSIT




Tenant shall pay to Landlord, upon the execution of this Lease, the Security Deposit set forth in Article 1.13 above as security for the per­form­ance by Tenant of its obli­ga­tions under this Lease, which amount shall be returned to Tenant after the expiration or earlier termination of this Lease, provided that Tenant shall have fully performed all of its obligations contained in this Lease.  The Security Deposit, at the election of Landlord, may be retained by Landlord as and for its full damages or may be applied in reduction of any loss and/or damage sus­tained by Landlord by reason of the occur­rence of any breach, nonper­formance or default by Tenant under this Lease without the waiver of any other right or remedy available to Landlord at law, in equity or under the terms of this Lease.  If any portion of the Security Deposit is so used or applied, Tenant shall, within five (5) days after written notice from Landlord, deposit with Landlord immediately available funds in an amount sufficient to restore the Security Deposit to its original amount, and Tenant's failure to do so shall be a breach of this Lease.  Tenant acknowledges and agrees that in the event Tenant shall file a voluntary petition pursuant to the Bankruptcy Code, or if an involuntary petition is filed against Tenant pursuant to the Bankruptcy Code, then Landlord may apply the Security Deposit towards those obligations of Tenant to Landlord which accrued prior to the filing of such petition.  Tenant acknowledges further that the Security Deposit may be commingled with Landlord's other funds and that Landlord shall be entitled to retain any inter­est earnings on the Security Deposit.  In the event of termination of Landlord's interest in this Lease, Landlord shall transfer the Security Deposit to Landlord's successor in interest, and Landlord shall be released from liability by Tenant for the return of such deposit or for an accounting of the Security Deposit. 




5.  RENT; RENT TAX; ADDITIONAL RENT




5.1

Payment of Rent.  Tenant shall pay to Landlord the Annual Basic Rent set forth in Article 1.12 above, subject to adjust­ment as provided for in Article 1.12.  The Annual Basic Rent shall be paid in equal monthly installments, on or before the first day of each and every calendar month during the Lease Term, in advance, without notice or demand and without abatement, deduc­tion or set-off, except for the first month’s rent which is due and payable on execution, and pro-rata, in advance for any partial month.  The Annual Basic Rent for the first full month of the Lease Term shall be paid upon the execution of this Lease.  All payments requiring proration shall be prorated on the basis of a thirty (30) day month.  In addition, all pay­ments to be made under this Lease shall be paid in lawful money of the United States of America to Land­lord or its agent at the address set forth in Article 1.3 above, or to such other person or at such other place as Landlord may from time to time designate in writing.




5.2

Additional Rent.  In addition to Annual Basic Rent, all other amounts to be paid by Tenant to Landlord pursuant to this Lease (including amounts to be paid by Tenant pursuant to Article 6 below), if any, shall be deemed to be Additional Rent, irrespective of whether designated as such, and shall be due and payable within thirty (30) days after receipt by Tenant of Landlord's statement or together with the next succeeding installment of Annual Basic Rent, whichever shall first occur.  Landlord shall have the same remedies for the failure to pay Additional Rent as for the nonpayment of Annual Basic Rent.




6.  OPERATING COSTS




6.1

Tenant's Obligation.  The Annual Basic Rent does not include amounts attributable to any increase in the amount of Taxes (as hereinafter defined) or amounts attri­butable to any increase in the cost of the use, management, repair, service, insur­ance, condition, operation and maintenance of the Building above the Base Year Costs.  Therefore, in order that the Annual Basic Rent payable throughout the Lease Term shall reflect any such increases, Tenant shall pay to Landlord, in accordance with the further provisions of this Article 6, an amount per rentable square foot of the Leased Premises equal to the difference between the Operating Costs (as hereinafter defined) per rentable square foot and the Base Year Costs.  Tenant acknowledges that the Base Year Costs does not constitute a representation by Landlord as to the Operating Costs per rentable square foot that may be incurred during any calendar year.






5









6.2

Landlord's Estimate.  Landlord shall furnish Tenant an estimate of the Operating Costs per rentable square foot for each Fiscal Year (as hereinafter defined) commencing with the Fiscal Year in which the Commencement Date occurs.  In addition, Landlord may, from time to time, furnish Tenant a revised estimate of Operating Costs should Landlord anticipate any increase in Operating Costs from that set forth in a prior estimate.  Commencing with the first month to which an estimate applies, Tenant shall pay, in addition to the monthly installments of Annual Basic Rent, an amount equal to one-twelfth (1/12th) of the product of the rentable square footage of the Leased Premises multi­plied by the difference (but not less than zero (0)), if any, between such estimate and the Base Year Costs; provided, however, if less than ninety-five percent (95%) of the rentable area of the Building shall be occupied by tenants during the period covered by such estimate, the estimated Operating Costs for such period shall be, for the purposes of this Article 6, increased to an amount reasonably determined by Landlord to be equivalent to the Operat­ing Costs that would be incurred if occupancy would be at least ninety-five percent (95%) during the entire period.  Within one hundred twenty (120) days after the expiration of each Fiscal Year or such longer period of time as may be necessary to compile such statement, Landlord shall deliver to Tenant a statement of the actual Operating Costs for such Fiscal Year.  If the actual Operating Costs for such Fiscal Year are more or less than the estimated Operating Costs, a proper adjustment shall be made; provided, however, if less than ninety-five percent (95%) of the rentable area of the Building shall have been occupied by tenants at any time during such period, the actual Operating Costs for such period shall be, for the purposes of this Article 6, increased to an amount reasonably determined by Landlord to be equivalent to the Operating Costs that would have been incurred had such occupancy been at least ninety-five (95%) during the entire period.  Any excess amounts paid by Tenant shall be, at Landlord's option, applied to any amounts then payable by Tenant to Landlord or to the next maturing monthly install­ments of Annual Basic Rent or Additional Rent.  Any deficiency between the estimated and actual Operating Costs shall be paid by Tenant to Landlord con­currently with the monthly installment of Annual Basic Rent next due.  Any amount owing for a frac­tional Fiscal Year in the first or final Lease Years of the Lease Term shall be prorated.  For the purposes of this Lease, the term "Fiscal Year" means the fiscal year (or portion of the fiscal year) of Landlord.  The Fiscal Year currently commences on January 1 and ends on December 31; provided, however, Land­lord reserves the right to change the Fiscal Year at any time or times, but no such change shall result in an increase in the amounts otherwise payable by Tenant pursuant to the provisions of this Article 6.




6.3

Operating Costs - Defined.  For the purposes of this Lease, "Operating Costs" shall mean all costs and expenses accrued, paid or incurred by Landlord, or on Landlord's behalf, in respect of the use, management, repair, service, insurance, condition, operation and maintenance of the Building including, but not limited to the following:  (a) salaries, wages and benefits of all persons who perform duties in connection with landscaping, parking, janitorial and general cleaning services, security services and any and all other employees engaged by or on behalf of Landlord; (b) payroll taxes, workmen's compensation, uniforms and related expenses for such employees; (c) the cost of all charges for oil, gas, steam, electricity, any alternate source of energy, heat, ventilation, air-conditioning, refrigeration, water, sewer service, trash collection, pest control and all other utilities, together with any taxes on such utilities; (d) the cost of painting non-tenant space; (e) the cost of all charges for rent, casualty, liability, fidelity and other insurance maintained by Landlord, including any deductible amounts  incurred with respect to an insured loss; (f) the cost of all supplies (including cleaning supplies), tools, materials, equipment and personal property, the rental of the personal property and sales, transaction privilege, excise and other taxes on the personal property; (g) depreciation of hand tools and other moveable equipment; (h) the cost of all charges for window and other cleaning, janitorial, and security services; (i) the cost of charges for independent contractors; (j) the cost of repairs and replacements made by Landlord at its expense and the fees and other charges for maintenance and service agreements; (k) the cost of exterior and interior landscaping; (l) costs relating to the operation and maintenance of all real property and improvements appurtenant to the Building including, without limitation, all parking areas, service areas, walkways and landscaping including snow removal services; (m) the cost of alterations and improvements made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (n) all reasonable management fees and other charges for management services and overhead costs, whether provided by an inde­pendent management company, Landlord or an affiliate of Landlord, not to exceed, how­ever, the then prevailing range of rates charged in comparable office buildings in the metropolitan area set forth in Article 1.20; (o) the cost of any capital improvements or additions which improve the comfort or amenities available to tenants of the Building, provided, however, that any such costs shall be amortized with interest over the use­ful life of the improve­ment or addition; (p) the cost of any capital improvements or additions which are intended to enhance the safety of the Building or reduce (or avoid increases in) Operating Costs, pro­vided, however, that any such costs shall be amortized with interest over the useful life of the improvement or addition; (q) the cost of licenses and permits, inspection fees and reasonable legal, accounting and other professional fees and expenses; (r) taxes (as defined below); and (s) all other charges properly allocable to the use, management, repair, service, insurance, condition, operation and maintenance of the Building in accordance with generally accepted accounting principles.






6









6.4

Operating Costs - Exclusions.  Excluded from Operating Costs shall be the fol­lowing:  (a) depreciation, except to the extent expressly included pursuant to Article 6.3 above; (b) interest on and amortization of debts, except to the extent expressly included pursuant to Article 6.3 above; (c) leasehold improvements, including redecorating made for tenants of the Building; (d) brokerage commissions and advertising expenses for pro­cur­ing tenants for the Building or the Property; (e) refinancing costs; (f) the cost of any repair, replacement or addition which would be required to be capitalized under general accepted accounting principles, except to the extent expressly included pursuant to Article 6.3 above; and (g) the cost of any item included in Operating Costs under Article 6.3 above to the extent that such cost is reimbursed or paid directly by an insurance company, condemnor, a tenant of the Building or any other party.




6.5

Taxes - Defined.  For the purposes of this Lease, "Taxes" shall mean and include all real property taxes and personal property taxes, general and special assess­ments, foreseen as well as unforeseen, which are levied or assessed upon or with respect to the Property any improve­ments, fixtures, equipment and other prop­erty of Land­lord, real or personal, located on the Property and used in connection with the operation of all or any por­tion of the Property, as well as any tax, surcharge or assessment which shall be levied or assessed in addition to or in lieu of such real or personal property taxes and assess­ments.  Taxes shall also include any expenses incurred by Landlord in contest­ing the amount or validity of any real or personal property taxes and assessments.  Taxes shall not, however, include any fran­chise, gift, estate, inheritance, conveyance, transfer or income tax assessed against Land­lord.




No Waiver.  The failure by Landlord to furnish Tenant with a statement of Operating Costs shall not constitute a waiver by Landlord of its right to require Tenant to pay excess Operating Costs per rentable square foot.




7.  CONDITION, REPAIRS AND ALTERATIONS




7.1

As-Is Condition.  Landlord shall provide the Leased Premises to Tenant, and Tenant accepts the Leased Premises in an "AS-IS" condition, and Landlord makes no representations or warranties concerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorate or paint the Leased Premises or any improvement on or part of the Leased Premises, except as set forth in Articles 1.22, 7.4, 10.  Tenant represents and warrants that it has inspected the Leased Premises prior to execution of this Lease, and that it is relying on its own inspection in executing this Lease and not on any statement, representation or warranty of Landlord, its agents or employees.  




7.2

Alterations and Improvements.  Tenant shall not make any improvements or other alterations to the interior or exterior of the Leased Premises (the "Tenant Improvements") without first obtaining the written con­sent of Landlord to the proposed work, including the plans, specifications and the proposed architect and/or contractor(s) for such alterations and/or improve­ments.  Any required consent shall not be unreasonably withheld.  All such Tenant Improvements shall be at the sole cost and expense of Tenant.  Tenant acknowledges and agrees that any review by Land­lord of Tenant's plans and specifications and/or right of approval exercised by Land­lord with respect to any Tenant Improvements is for Landlord's benefit only and Landlord shall not, by virtue of such review or right of approval, be deemed to make any representation, warranty or acknowledgment to Tenant or to any other person or entity as to the adequacy of Tenant's plans and specifications or any Tenant Improvements.




7.3

Tenant's Obligations.  Tenant shall, at Tenant's sole cost and expense, maintain the Leased Premises in a clean, neat and sanitary condition and shall keep the Leased Premises and every part of the Leased Premises in good condition and repair except where the same is re­quired to be done by Land­lord.  Ten­ant waives all rights to make repairs at the expense of Land­lord as provided by any law, statute or ordinance now or subsequently in effect.  All of Tenant's Improvements are the property of the Landlord, and Tenant shall, upon the expiration or earlier termination of the Lease Term, surrender the Leased Premises, including Tenant's Improvements, to Landlord, broom clean and in the same condition as when received, ordinary wear and tear excepted.  Except as set forth in Articles 1.22 and 10, Landlord has no obliga­tion to construct, remodel, improve, repair, decorate or paint the Leased Premises or any improvement on or part of the Leased Premises.  Tenant shall pay for  the cost of all repairs to the Leased Premises not re­quired to be made by Land­lord and shall be responsible for any redecorating, remodeling, alteration, painting and carpet cleaning other than routine vacuuming during the Lease Term.  Tenant shall pay for any repairs to the Leased Premises and/or the Build­ing made necessary by any negligence or careless­ness of Tenant, its employees or invitees.




7.4

Landlord's Obligations.  Landlord shall (a) make all necessary repairs to the exterior walls, exterior doors, windows and corridors of the Building, (b) keep the Building and the Building Common Areas in good condition, and (c) keep the Building equip­ment such as elevators, plumbing, heating, air condi­tioning and similar Building equipment in good repair, but Landlord shall not be liable or responsible for breakdowns or interruptions in service when commercially reasonable efforts are made to restore such service.






7









7.5

Removal of Alterations.  Upon the expiration or earlier ter­mination of this Lease, Tenant shall remove from the Leased Premises all movable trade fix­tures and other movable personal property, and shall promptly repair any damage to the Leased Premises and/or the Building caused by such removal. All such removal and repair shall be entirely at Tenant's sole cost and expense.  At any time within fifteen (15) days prior to the scheduled expiration of the Lease Term or immediately upon any ter­mination of this Lease, Landlord may require that Tenant remove from the Leased Prem­ises any altera­tions, additions, improvements, trade fix­tures, equipment, shelving, cabinet units or movable furniture (and other personal property) designated by Landlord to be removed.  In such event, Tenant shall, in accordance with the provisions of Article 7.2 above and Article 10 below, complete such removal (including the repair of any damage caused thereby) entirely at its own expense and within fifteen (15) days after notice from Landlord.  All repairs required of tenant pursuant to the provisions of this Article 7.5 and Article 10 below shall be performed in a manner satisfactory to Landlord, and shall include, but not be limited to, repairing plumbing, electrical wiring and holes in walls, restoring damaged floor and/or ceiling tiles, repairing any other cosmetic damage, and cleaning the Leased Premises.




7.6

No Abatement.  Except as provided herein, Landlord shall have no liability to Tenant, nor shall Tenant's covenants and obligations under this Lease, including without limitation, Tenant's obligation to pay Annual Basic Rent and Additional Rent, be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord's making any repairs or changes which Landlord is required or permitted to make pursuant to the terms of this Lease or by any other tenant's lease or are required by law to be made in and to any portion of the Leased Premises or the Building.  Landlord shall, nevertheless, use reasonable efforts to minimize any interference with Tenant's business in the Leased Premises.




8.  SERVICES




8.1

Climate Control.  Landlord shall provide reasonable climate control to the Leased Premises during the Building Hours as is suitable, in Landlord's judgment, for the com­fortable use and occupation of the Leased Premises, to include a separate zone and 24/7 cooling for the server/computer room, as identified by Tenant.




8.2

Janitorial Services.  Tenant shall provide its own janitorial services.




8.3

Electricity.  Landlord shall, during Building Hours, furnish reasonable amounts of electric current as required for normal and usual lighting purposes and for office machines and equipment such as personal computers, telecopy or facsimile machines, typewriters, adding machines, copying machines, calculators and similar machines and equipment normally utilized in general office use.  Tenant's use of electric energy in the Leased Premises shall not at any time exceed the capacity of any of the risers, piping, electrical conductors and other equipment in or serving the Leased Premises.




8.4

Water.  Landlord shall furnish cold and heated water for drinking and lavatory purposes to the Building Common Areas.




8.5

Light Bulbs.  Landlord shall perform such replace­ment of lamps, fluorescent tubes and lamp ballasts in the Leased Premises and in the Building as may be required from time to time.  If the lighting fixtures in the Leased Premises are other than those furnished at the beginning of the Lease Term, Tenant shall pay Landlord's charge for replacing the lamps, lamp ballasts and fluorescent tubes in such lighting fixtures so installed by Tenant within ten (10) days after receipt of Landlord's bill.  




8.6

Additional Services.  Tenant shall pay to Landlord, monthly as billed, as Additional Rent, Landlord's charge for services furnished by Landlord to Tenant in excess of that agreed to be furnished by Landlord pursuant to this Article 8, including, but not limited to (a) any utility services utilized by Tenant during other than Building Hours, and (b) climate control in excess of that agreed to be furnished by Landlord pursuant to Article 8.1 above or provided at times other than Building Hours.




8.7

Interruptions in Service.  Landlord does not warrant that any of the foregoing services or any other services which Landlord may supply will be free from interruption.  Tenant acknowledges that any one or more of such services may be suspended by reason of accident, repairs, inspections, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or by causes beyond the reasonable control of Landlord.  Landlord shall not be liable for and Tenant shall not be entitled to any abatement or reduction of Annual Basic Rent or Additional Rent by reason of any disruption of the services to be provided by Landlord pursuant to this Lease.  






8









9.  LIABILITY AND CASUALTY INSURANCE




9.1

Liability Insurance.  Tenant shall, during the Lease Term, keep in full force and effect, a policy or policies of commercial gen­eral liability insurance for bodily injury, personal injury (including wrong­ful death) and damage to property resulting from (i) any occurrence in the Leased Premises, (ii) any act or omission by Tenant, by any subtenant of Tenant, or by any of their respective invitees, agents, servants, contractors or employees anywhere in the Leased Premises or the Building, (iii) the business operated by Tenant or by any subtenant of Tenant in the Leased Premises, and (iv) the contractual liability of Tenant to Landlord pursuant to the indemnification provisions of Article 16.1 below, which coverage shall not be less than One Million and No/100 Dollars ($1,000,000.00), com­bined single limit, per occurrence.  The liability policy or policies shall contain an endorsement naming Landlord as an addi­tional insured.

 

9.2

Casualty Insurance.  Tenant shall, during the Lease Term, keep in full force and effect, a policy or policies of so called "All Risk" or "All Peril" insurance, including coverage for vandalism or malicious mischief, insuring the Tenant Improvements and Tenant's stock in trade, furniture, per­sonal property, fixtures, equip­ment and other items in the Leased Premises, with coverage in an amount equal to the replacement cost.




9.3

Worker's Compensation Insurance.  Tenant shall, during the Lease Term, keep in full force and effect, a policy or policies of worker's compen­sation insurance in accordance with requirements of the State of Utah.




9.4

Insurance Requirements.  Each insurance policy and certificate of such insurance policy obtained by Tenant pursuant to this Lease shall contain a clause that the insurer will provide Land­lord with at least thirty (30) days prior written notice of any material change, non-renewal or cancellation of the policy.  Each such insurance policy shall be with an insurance company authorized to do busi­ness in the State of Utah and reasonably accept­able to Landlord.  A cer­tifi­cate (e.g. Accord Form 27) evidencing the coverage under each such policy, as well as a certified copy of the required additional insured endorse­ment(s) shall be delivered to Landlord prior to commencement of the Lease Term.  All insurance policies required pursuant to this Article 9 shall be written as pri­mary policies, not contributing with or in excess of any coverage which Landlord may carry.  Tenant shall procure and maintain all policies entirely at its own expense and shall, at least twenty (20) days prior to the expi­ra­tion of such policies, furnish Landlord with re­newal certificates of such policies.  Tenant shall not do or permit to be done anything which shall invalidate the insurance policies maintained by Landlord or the insurance policies required pursuant to this Article 9 or the coverage under such policies.




9.6

Co-Insurance.  If on account of the failure of Tenant to comply with the pro­visions of this Article 9, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason of such failure shall be borne by Tenant, and shall be paid by Tenant within ten (10) days after receipt of a bill for such loss or damage.




9.7

Adequacy of Insurance.  Landlord makes no repre­senta­tion or warranty to Tenant that the amount of insurance to be carried by Tenant under the terms of this Lease is adequate to fully protect Tenant's interests.  If Tenant believes that the amount of any such insurance is in­suffi­cient, Tenant is encouraged to obtain, at its sole cost and expense, such additional insurance as Tenant may deem desirable or adequate.  Tenant acknowledges that Landlord shall not, by the fact of approving, disapproving, waiving, accepting, or obtaining any insurance, incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of such insurance, the solvency of any insurance companies or the payment or defense of any lawsuit in connection with such insurance coverage, and Tenant hereby expressly assumes full responsibility for and all liability, if any, with respect to, Tenant's insurance coverage.




10.  CASUALTY DAMAGE




10.1

Obligation to Repair.  In the event of any damage to the Leased Premises, Tenant shall promptly notify Landlord in writing.  If the Leased Premises or any part of the Building are damaged by fire or other casualty not due to the fault or negligence of Tenant, its employees, invitees, agents, contractors or servants, the damage to the Building and/or the Leased Premises shall be repaired by and at the expense of Landlord, excluding any alterations or improvements made by Tenant, unless this Lease is terminated in accordance with the provisions of Article 10.2 below.  Until such repairs by Landlord are completed, Annual Basic Rent and Additional Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Tenant in the conduct of its business.  If, however, such damage is due in whole or in part to the fault or neglect of Tenant or any subtenant of Tenant, or any of their respective agents, employees, servants, contractors or invitees, there shall be no abatement of Annual Basic Rent or Additional Rent and Tenant shall be required to repair all such damage at its sole cost and expense.  There shall be no abatement of Annual Basic Rent or Additional Rent on account of damage to the Building or the Property unless there is also damage to the Leased Premises.  Tenant hereby waives any statute now or subsequently in effect which grants to Tenant the right to terminate this Lease or which provides for an abatement of rent on account of damage or destruction.






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10.2

Landlord's Option.  If the damage is not fully covered by Landlord's insurance, or if Landlord determines in good faith that the cost of repairing the damage is more than one-third of the then replace­ment cost of the Building, or if Landlord has determined in good faith that the required repairs to the Building cannot be made within a sixty (60) day period with­out the payment of overtime or other premi­ums, or in the event a holder of a mortgage or a deed of trust against the Building or the Property requires that all or any portion of the insurance proceeds be applied in reduction of the mortgage debt, or if such damage occurs during the final year of the Lease Term, then Landlord may, by written notice to Tenant within sixty (60) days after the occurrence of such damage, terminate this Lease as of the date set forth in Landlord's notice to Tenant.  If Landlord does not elect to termi­nate this Lease, Landlord shall, at its sole cost and expense, repair the Building and the Leased Premises, excluding any alterations or improvements made by Tenant, and while such repair work is being performed, the Annual Basic Rent and Additional Rent shall be abated as provided above.  Nothing in this Article 10 shall be con­strued as a limitation of Tenant's lia­bility for any such damage, should such liability otherwise exist.




11.  WAIVER OF SUBROGATION




Landlord and Tenant each hereby waives its rights and the subrogation rights of its insurer against the other party and any other tenants of space in the Building or the Property as well as their respective offi­cers, employees, agents, authorized representatives and invitees, with respect to any claims including, but not limited to, claims for injury to any persons, and/or damage to the Property, the Building or the Leased Premises and/or any fixtures, equip­ment, personal property, furniture, improvements and/or altera­tions in or to the Leased Premises, which are caused by or result from (a) risks or damages required to be insured against under this Lease, or (b) risks and damages which are insured against by insurance policies maintained by Landlord and Tenant from time to time.  Landlord and Tenant shall obtain for the other party from its insurers under each policy required by this Lease or otherwise maintained a waiver of all rights of subrogation which such insurers of Landlord or Tenant might otherwise have against the other party.




12.  LANDLORD'S RIGHT TO PERFORM TENANT OBLIGATIONS




All covenants and agree­ments to be performed by Ten­ant under any of the terms of this Lease shall be per­formed by Tenant at Tenant's sole cost and expense and without any abate­ment of Annual Basic Rent or Additional Rent.  If Tenant shall fail to pay any sum of money, other than Annual Basic Rent, required to be paid by it under this Lease, or shall fail to perform any other act on its part to be performed under this Lease, and such failure shall continue for ten (10) days after notice of such failure by Landlord (or such shorter period of time as may be reasonable in the event of an emergency), Landlord may (but shall not be obligated to do so)  without waiving or releasing Tenant from any of Tenant's obligations, make any such payment or perform any such other act on behalf of Tenant.  All sums so paid by Landlord and all necessary inci­dental costs, together with interest at the greater of (a) eighteen percent (18%) per annum or (b) the rate of interest per annum publicly announced, quoted or published, from time to time, by Bank of America, at its Phoenix, Arizona office as its "reference rate" plus four (4) percentage points, from the date of such payment by Landlord until reimbursement in full by Tenant (the "Default Rate"), shall be pay­able to Landlord as Additional Rent with the next monthly installment of Annual Basic Rent; provided, however, in no event shall the Default Rate exceed the maximum rate (if any) permitted by applicable law.




13.  DEFAULT AND REMEDIES




13.1

Event of Default.  If Tenant shall fail to pay any install­ment of Annual Basic Rent, any Additional Rent or any other sum required to be paid by Tenant under this Lease, and such failure shall con­tinue for ten (10) days, or if Tenant shall fail to perform any of the other cove­nants or con­di­tions which Tenant is required to observe and perform and such failure shall continue for fifteen (15) days (or such shorter period of time as may be specified by Landlord in the event of an emergency) after written notice of such failure by Landlord to Tenant, or if Tenant makes or has made any warranty, representation or statement to Land­lord in connection with this Lease which is or was materially false or misleading when made or fur­nished, or if Tenant shall commit an Event of Default under any other agreement between Landlord and Tenant, or if the interest of Tenant in this Lease or any of Tenant's equipment, fixtures, or personal property located on the Leased Premises shall be levied upon under execution or other legal process, or if any petition shall be filed by or against Tenant or any Guarantor to declare Tenant or any Guarantor a bankrupt or to delay, reduce or modify Tenant's or any Guarantor's debts or obligations, or if any petition shall be filed or other action taken to reorganize or modify Tenant's or any Guarantor's capital structure, or if Tenant or any Guarantor shall be declared insolvent according to law, or if any assign­ment of Tenant's or any Guarantor's property shall be made for the benefit of creditors, or if a receiver or trustee is appointed for Tenant or any Guarantor or all or any of their respective property, or if Tenant or any Guarantor shall file a voluntary petition pursuant to the Bankruptcy Code or any successor the Bankruptcy Code or if an involuntary petition be filed against Tenant or any Guarantor pursuant to the Bankruptcy Code or any successor the Bankruptcy Code, then Tenant shall have committed a material breach and default under this Lease (an "Event of Default").  






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13.2

Remedies.  Upon the occurrence of an Event of Default under this Lease by Tenant, Landlord may, without prejudice to any other rights and remedies available to a landlord at law, in equity or by statute, Landlord may exercise one or more of the following remedies, all of which shall be construed and held to be cumulative and non-exclusive:  (a) Terminate this Lease and re-enter and take possession of the Leased Premises, in which event, Landlord is authorized to make such repairs, redecorating, refurbishments or improvements to the Leased Premises as may be necessary in the reasonable opinion of Landlord acting in good faith for the purposes of reletting the Leased Premises and the costs and expenses incurred in respect of such repairs, redecorating and refurbishments and the expenses of such reletting (including brokerage commissions) shall be paid by Tenant to Landlord within ten (10) days after receipt of Landlord's statement; or (b) Without terminating this Lease, re-enter and take possession of the Leased Premises; or (c) Without such re-entry, recover possession of the Leased Premises in the manner prescribed by any statute relating to summary process, and any demand for Annual Basic Rent, re-entry  for condition broken, and any and all notices to quit, or other formalities of any nature to which Tenant may be entitled, are hereby specifically waived to the extent permitted by law; or (d) Without terminating this Lease, Landlord may relet the Leased Premises as Landlord may see fit without thereby avoiding or terminating this Lease, and for the purposes of such reletting, Landlord is authorized to make such repairs, redecorating, refurbishments or improvements to the Leased Premises as may be necessary in the reasonable opinion of Landlord acting in good faith for the purpose of such reletting, and if a sufficient sum is not realized from such reletting (after payment of all costs and expenses of such repairs, redecorating and refurbishments and expenses of such reletting (including brokerage commissions) and the collection of rent accruing therefrom) each month to equal the Annual Basic Rent and Additional Rent payable under this Lease, then Tenant shall pay such deficiency each month within ten (10) days after receipt of Landlord's statement; or (e) Landlord may declare immediately due and payable all the remaining installments of Annual Basic Rent and Additional Rent, and such amount, less the fair rental value of the Leased Premises for the remainder of the Lease Term shall be paid by Tenant within ten (10) days after receipt of Landlord's statement.  Landlord shall not by re-entry or any other act, be deemed to have terminated this Lease, or the liability of Tenant for the total Annual Basic Rent and Additional Rent reserved under this Lease or for any installment of Annual Basic Rent and Additional Rent then due or subsequently accruing, or for damages, unless Landlord notifies Tenant in writing that Landlord has so elected to terminate this Lease.  After the occurrence of an Event of Default, the acceptance of Annual Basic Rent or Additional Rent, or the failure to re-enter by Landlord shall not be deemed to be a waiver of Landlord's right to subsequently terminate this Lease and exercise any other rights and remedies available to it, and Landlord may re-enter and take possession of the Leased Premises as if no Annual Basic Rent or Additional Rent had been accepted after the occurrence of an Event of Default.  Upon an Event of Default, Tenant shall also pay to Landlord all costs and expenses incurred by Landlord, including court costs and attorneys' fees, in retaking or otherwise obtaining possession of the Leased Premises, removing and storing all equipment, fixtures and personal property on the Leased Premises and otherwise enforcing any of Landlord's rights, remedies or recourses arising as a result of an Event of Default




13.3

Interest on Past Due Amounts.  In addition to the late charge described in Article 14 below, if any installment of Annual Basic Rent or Additional Rent is not paid promptly when due, it shall bear interest at the Default Rate; provided, however, this pro­vision shall not relieve Tenant from any default in the making of any payment at the time and in the manner required by this Lease; and provided, further, in no event shall the Default Rate exceed the maximum rate (if any) permitted by applicable law.




13.4

Landlord Default.  In the event Landlord should neglect or fail to perform or observe any of the covenants, provisions or conditions contained in this Lease on its part to be performed or observed, and such failure continues for thirty (30) days after written notice of default (or if more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to commence the curing of such default within such thirty (30) day period and proceed diligently to completion), then Landlord shall be responsible to Tenant for any actual damages sustained by Tenant as a result of Landlord's breach, but not special or consequential damages.  Notwithstanding any other provisions in this Lease, any claim which Tenant may have against Landlord for failure to perform or observe any of the covenants, provisions or conditions contained in this Lease shall be deemed waived unless such claim is asserted by written notice of such claim to Landlord within ten (10) days of commencement of the alleged default or of occurrence of the cause of action and unless suit be brought upon such claim within six (6) months subsequent to the occurrence of such cause of action.  Tenant shall have no right to terminate this Lease, except as expressly provided elsewhere in this Lease.






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14.  LATE PAYMENTS




Tenant hereby acknowledges that the late payment by Tenant to Land­lord of any monthly installment of Annual Basic Rent, any Additional Rent or any other sums due under this Lease will cause Landlord to incur costs not contem­plated by this Lease, the exact amount of which will be extre­mely difficult and impracticable to ascertain.  Such costs include but are not limited to processing, administrative and accounting costs.  Accordingly, if any monthly installment of Annual Basic Rent, any Additional Rent or any other sum due from Tenant shall not be received by Landlord within five (5) days after the date when due, Tenant shall pay to Landlord a late charge equal to the greater of the Late Charge Percentage set forth in Article 1.21 multiplied by such overdue amount or One Hundred and No/100 Dollars ($100.00).  Tenant acknowledges that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payments by Tenant.  Nothing contained in this Article 14 shall be deemed to condone, author­ize, sanction or grant to Tenant an option for the late payment of Annual Basic Rent, Additional Rent or any other sum due under this Lease.  If any check of Tenant is returned for insufficient funds, Tenant shall pay to Landlord a Fifty and No/100 Dollars ($50.00) processing charge, in addition to payment of the amount due plus applicable interest and late charges.




15.  SURRENDER




Tenant shall, upon the expiration or earlier termination of this Lease, peaceably surrender the Leased Premises, including any Tenant Improvements, in a broom clean condition and otherwise in as good condition as when Tenant took posses­sion, except for (i) reasonable wear and tear subsequent to the last repair, replacement, restora­tion, alteration or renewal; (ii) loss by fire or other casualty, and (iii) loss by con­dem­nation.  If Tenant shall abandon, vacate or surrender the Leased Premises, or be dis­possessed by process of law or otherwise, any personal property and fixtures belonging to Tenant and left in the Leased Premises shall be deemed abandoned and, at Landlord's option, title shall pass to Landlord under this Lease as by a bill of sale.  Landlord may, however, if it so elects, remove all or any part of such personal property from the Leased Premises and the costs incurred by Landlord in connection with such removal, including storage costs and the cost of repairing any damage to the Leased Premises and/or the Building caused by such removal shall be paid by Tenant within ten (10) days after receipt of Landlord's statement.  Upon the expiration or earlier termination of this Lease, Tenant shall surrender to Landlord all keys to the Leased Premises and shall inform Landlord of the combination of any vaults, locks and safes left on the Leased Premises.  The obligations of Tenant under this Article 15 shall survive the expiration or earlier termination of this Lease.  Tenant shall indemnify Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding Tenant founded on such delay.  Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Leased Premises for the express purpose of arranging a meeting with Landlord for a joint inspection of the Leased Premises.  In the event of Tenant's failure to give such notice or to participate in such joint inspection, Landlord's inspection at or after Tenant's vacation of the Leased Premises shall be conclusively deemed correct for purposes of determining Tenant's liability for repairs and restoration under this Lease. 




16.  INDEMNIFICATION AND EXCULPATION




16.1

Indemnification.  Tenant shall indemnify, protect, defend and hold Landlord harmless for, from and against all claims, damages, losses, costs, liens, encumbrances, liabilities and expenses, including rea­sonable attor­neys', accountants' and investigators' fees and court costs (col­lectively, the "Claims"), however caused, arising in whole or in part from Tenant's use of all or any part of the Leased Premises and/or the Building or the conduct of Tenant's busi­ness or from any activity, work or thing done, permitted or suffered by Tenant or by any invitee, servant, agent, contractor, employee or subtenant of Tenant in the Leased Prem­ises and/or the Building, and shall further indemnify, protect, defend and hold Landlord harmless for, from and against all Claims arising in whole or in part from any breach or default in the performance of any obligation on Tenant's part to be per­formed under the terms of this Lease or arising in whole or in part from any act, neglect, fault or omission by Tenant or by any invitee, servant, agent, employee or subtenant of Tenant any­where in the Leased Premises and/or the Building.  In case any action or proceeding is brought against Landlord to which this indemnification shall be appli­cable, Tenant shall pay all Claims resulting therefrom and shall defend such action or proceeding, if Landlord shall so request, at Tenant's sole cost and expense, by counsel reason­ably satisfactory to Landlord.  The obligations of Tenant under this Article 16.1 shall sur­vive the expiration or earlier termination of this Lease. 






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16.2

Exculpation.  Tenant, as a material part of the con­sidera­tion to Landlord, hereby assumes all risk of damage to property, injury and death to persons and all claims of any other nature result­ing from Tenant's use of all or any part of the Leased Premises and/or the Building, and Tenant hereby waives all claims against Landlord arising out of Tenant's use of all or any part of the Leased Premises and/or the Building.  Neither Landlord nor its agents or employees shall be liable for any damaged property of Tenant entrusted to any employee or agent of Landlord or for loss of or damage to any property of Tenant by theft or otherwise.  Landlord shall not be liable for any injury or damage to persons or property result­ing from any cause, including, but not limited to, fire, explosion, falling plaster, steam, gas, electricity, sewage, odor, noise, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works in the Building, or from the roof of any structure on the Property, or from any streets or subsurface on or adjacent to the Building or the Property, or from any other place or resulting from dampness or any other causes whatsoever, unless caused solely by the gross negligence or willful misconduct of Landlord.  Neither Landlord nor its employees or agents shall be liable for any defects in the Leased Premises and/or the Building, nor shall Landlord be liable for the negligence or misconduct, including, but not limited to, criminal acts, by maintenance or other personnel or con­tractors serving the Leased Premises and/or the Building, other tenants or third parties, unless Landlord is grossly negligent or guilty of willful mis­conduct.  All property of Tenant kept or stored on the Property shall be so kept or stored at the risk of Tenant only, and Tenant shall indemnify, defend and hold Land­lord harmless for, from and against any Claims arising out of damage to the same, including subrogation claims by Ten­ant's insur­ance carriers, unless such damage shall be caused by the willful act or gross neglect of Landlord and through no fault of Tenant. None of the events or con­ditions set forth in this Article 16 shall be deemed a constructive or actual eviction or result in a termination of this Lease, nor shall Tenant be entitled to any abate­ment or reduction of Annual Basic Rent or Additional Rent by reason of such events or condition.  Tenant shall give prompt notice to Land­lord with respect to any defects, fires or accidents which Tenant observes in the Leased Premises and/or the Building.




17.  ENTRY BY LANDLORD




Landlord reserves and shall at any and all times have, upon twenty four (24) hours prior written notice (except in the event of an emergency), the right to enter the Leased Premises, to inspect the same, to submit the Leased Premises to prospective purchasers or tenants, to post notices of non-res­pon­sibility, and to alter, improve or repair the Leased Prem­ises and any portion of the Building of which the Leased Premises are a part, without abatement of Annual Basic Rent or Additional Rent, and may for that pur­pose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, always providing that access into the Leased Prem­ises shall not be blocked thereby, and further providing that the business of Tenant shall not be interfered with unreason­ably.  Tenant hereby waives any claim for damages for any injury or incon­venience to or interference with Tenant's busi­ness, any loss of occupancy or quiet enjoyment of the Leased Premises or any loss occa­sioned thereby.  For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all the doors in, upon or about the Leased Premises, excluding Tenant's vaults and safes, and Land­lord shall have the right to use any and all means which Land­lord may deem proper to open such doors in an emer­gency in order to obtain entry to the Leased Premises, and any entry to the Leased Premises obtained by Landlord by any such means or otherwise shall not under any cir­cumstances be con­strued or deemed to be a forcible or unlawful entry into, or a detainer of, the Leased Premises or an eviction of Tenant from all or any portion of the Leased Premises.  Nothing in this Article 17 shall be construed as obligating Landlord to perform any repairs, alterations or maintenance except as otherwise expressly required elsewhere in this Lease.




18.  ASSIGNMENT AND SUBLETTING




18.1

Assignment and Subletting Prohibited.  Tenant shall not transfer or assign this Lease or any right or in­terest under this Lease, or sublet the Leased Prem­ises or any part of the Leased Premises, without first ob­taining Land­lord's prior written consent, which consent Landlord shall not unreasonably withhold.  No transfer or assignment (whether volun­tary or involuntary, by operation of law or otherwise) or subletting shall be valid or effec­tive without such prior writ­ten consent. Should Tenant attempt to make or allow to be made any such transfer, assignment or subletting, except as stated above, or should any of Tenant's rights under this Lease be sold or otherwise transferred by or under court order or legal process or otherwise, then, and in any of the foregoing events Land­lord may, at its option, treat such act as an Event of Default by Tenant.  Should Landlord consent to a transfer, assignment or subletting, such consent shall not constitute a waiver of any of the restrict­ions or prohibitions of this Article 19, and such restrictions or prohibitions shall apply to each succes­sive transfer, assignment or subletting under this Article 19, if any.  




18.2

Deemed Transfers.  If Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of twenty-five percent (25%) or more of any stock or interest in such corporation, association, limited liability company or partnership shall be deemed a transfer within the meaning of and subject to the provisions of this Article 19.






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18.3

Landlord's Consent Required.  If Tenant desires at any time to assign this Lease or sublet the Leased Premises or any portion ­of the Leased Premises, it shall first notify Landlord of its desire to do so and shall sub­mit in writing to Landlord:  (a) the name, address, telephone number and social security number or taxpayer identification number, if applicable, of the pro­posed sub­tenant or assignee; (b) the nature of the proposed sub­ten­ant's or assignee's business to be carried on in the Leased Premises; (c) the terms and the provisions of the proposed sub­lease or assignment; and (d) such financial informa­tion as Landlord may reasonably request concerning the proposed sub­tenant or assignee.  Tenant's failure to comply with the provi­sions of this Article 19.3 shall entitle Landlord to withhold its consent to the proposed assignment or subletting.




18.4

Recapture.  If Tenant proposes to assign its interest in this Lease or sublet all or any part of the Leased Premises, Landlord may, at its option, upon written notice to Tenant within thirty (30) days after Landlord's receipt of the information specified in Article 19.3 above, elect to recapture all or any portion of the Leased Premises, and within sixty (60) days after notice of such election has been given to Tenant, this Lease shall terminate as to the portion of the Leased Premises recaptured.  If all or a portion of the Leased Premises is recaptured by Landlord pursuant to this Article 19.4, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the termination date with respect to the Leased Premises or the recaptured portion of the Leased Premises, and prorating the Annual Basic Rent, Additional Rent and other charges payable under this Lease to such date.  If Landlord doe not elect to recapture as set forth above, Tenant may then after enter into a valid assignment or sublease with respect to the Leased Premises, provided that Landlord consents to such assignment or sublease pursuant to this Article 19, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of Default as of the effective date of the assignment or sublease, (d) there have been no material changes with respect to the financial condition of the proposed subtenant or assignee or the business such party intends to conduct in the Leased Premises, and (e) a fully executed original of such assignment or sublease providing for an express assumption by the assignee or subtenant of all of the terms, covenants and conditions of this Lease is promptly delivered to Landlord.




18.5

Adjustment to Rental.  In the event Tenant assigns its interest in this Lease or sublets the Leased Premises, the Annual Basic Rent set forth in Article 1.12 above, as adjusted, shall be increased effective as of the date of such assignment or subletting to the rent and other consideration payable by any such assignee or sublessee pursuant to such assignment or sublease.  Notwithstanding the foregoing, in no event shall the Annual Basic Rent after any such assignment or subletting be less than the Annual Basic Rent specified in Article 1.12 above, as adjusted.




18.6

No Release from Liability.  Landlord may collect Annual Basic Rent and Additional Rent from the assignee, subtenant, occu­pant or other transferee, and apply the amount so collected, first to the monthly installments of Annual Basic Rent, then to any Additional Rent and other sums due and payable to Landlord, and the balance, if any, to Landlord, but no such assignment, subletting, occupancy, transfer or collect­ion shall be deemed a waiver of Landlord's rights under this Article 19, or the acceptance of the pro­posed assignee, subtenant, occupant or transferee.  Not­with­stand­ing any assignment, sublease or other trans­fer (with or without the consent of Landlord), Tenant shall remain primarily liable under this Lease and neither Tenant nor any Guarantor shall be released from performance of any of the terms, cove­nants and conditions of this Lease.




18.7

Landlord's Expenses.  If Landlord consents to an assignment, sub­lease or other trans­fer by Tenant of all or any portion of Tenant's interest under this Lease, Tenant shall reimburse Landlord for its actual admin­istrative expenses and for legal, accounting and other out of pocket expenses incurred by Landlord, all not to exceed an aggregate of Two Hundred Fifty and No/100 Dollars ($250.00).




18.8

Assumption Agreement.  If Landlord consents to an assignment, sublease or other transfer by Tenant of all or any portion of Tenant's interest under this Lease, Tenant shall execute and deliver to Landlord, and cause the transferee to execute and deliver to Landlord, an instrument in the form and substance acceptable to Landlord in which (a) the transferee adopts this Lease and assumes and agrees to perform, jointly and severally with Tenant, all of the obligations of Tenant under this Lease, (b) Tenant acknowledges that it remains primarily liable for the payment of Annual Basic Rent, Additional Rent and other obligations under this Lease, (c) Tenant subordinates to Landlord's statutory lien, contract lien and security interest, any liens, security interests or other rights which Tenant may claim with respect to any property of transferee and (d) the transferee agrees to use and occupy the Leased Premises solely for the purpose specified in Article 20 and otherwise in strict accordance with this Lease.






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19.  USE OF LEASED PREMISES




The Leased Premises are leased to Tenant solely for the Permitted Use set forth in Article 1.9 above and for no other purpose whatsoever.  If Tenant wishes to change the Permitted Use set forth in Article 1.9 above, Tenant shall first seek Landlord's prior written consent.  Within thirty (30) days after receipt by Landlord of Tenant's request for consent, Landlord shall provide Tenant written notice that Landlord has (i) consented to the proposed change in the Permitted Use, or (ii) decline to consent to the change, or (iii) elected to terminate this Lease, in which event this Lease shall terminate ten (10) days following receipt by Tenant of Landlord's Notice of Termination.  Tenant shall not do or permit any­thing to be done in or about the Leased Premises nor bring or keep any­thing in the Leased Premises which will in any way increase the exist­ing rate of or affect any casualty or other insurance on the Build­ing, the Property, or any of their respective contents, or cause a cancellation of any insurance policy covering the Building, the Property, or any part of the Building or the Property, or any of their respective con­tents.  Tenant shall not do or permit anything to be done in or about the Leased Premises and/or the Building which will in any way obstruct or interfere with the rights of other tenants or occu­pants of the Building, or injure or annoy them.  Tenant shall not use or allow the Leased Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, main­tain or permit any nuisance in, on or about the Leased Prem­ises and/or the Building.  In addition, Tenant shall not commit or suffer to be committed any waste in or upon the Leased Premises and/or the Building.  Tenant shall not use the Leased Premises and/or the Building or permit anything to be done in or about the Leased Premises and/or the Building which will in any way conflict with any matters of record, or any law, statute, ordinance or governmental rule or regula­tion now in force or which may subsequently be enacted or promulgated, and shall, at its sole cost and expense, promptly comply with all matters of record and all laws, statutes, ordinances and governmental rules, regulations and requirements now in force or which may subsequently be in force and with the requirements of any Board of Fire Underwriters or other similar body now or subsequently constituted, foreseen or unforeseen, ordinary as well as extraordinary, relating to or affecting the condition, use or occupancy of the Property, excluding structural changes not relating to or affected by Tenant's improvements or acts.  The judgment of any court of competent jurisdiction or the admission by Tenant in any action against Tenant, irrespective of whether Landlord is a party, that Tenant has violated any matters of record, or any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact between Landlord and Tenant.  In addition, Tenant shall not place a load upon any floor of the Leased Premises which exceeds the load per square foot which the floor was designed to carry, nor shall Tenant install business machines or other mechanical equipment in the Leased Premises which cause noise or vibration that may be transmitted to the structure of the Building.




20.  SUBORDINATION AND ATTORNMENT




20.1

Subordination.  This Lease and all rights of Tenant under this Lease shall be, at the option of Landlord, subordinate to  (a) all matters of record, (b) all ground leases, overriding leases and underlying leases (collectively referred to as the "leases") of the Building or the Property now or subsequently existing, (c) all mortgages and deeds of trust (collectively referred to as the "mortgages") which may now or subsequently encumber or affect the Building or the Property, and (d) all renewals, modifications, amendments, replacements and extensions of leases and mortgages and to spreaders and consolidations of the mortgages, irrespective of whether leases or mortgages shall also cover other lands, buildings or leases.  The provisions of this Article 21.1 shall be self-operative and no further instruments of subordination shall be required.  In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any lease or the holder of any mortgage or any of their respective assigns or successors in interest may reasonably request to evidence such subordination.  Any lease to which this Lease is subject and subordinate is called a "Superior Lease" and the lessor under a Superior Lease or its assigns or successors in interest is called a "Superior Lessor".  Any mortgage to which this Lease is subject and subordinate is called a "Superior Mortgage" and the holder of a Superior Mortgage is called a "Superior Mortgagee".  If Landlord, a Superior Lessor or a Superior Mortgagee requires that such instruments be executed by Tenant, Tenant's failure to do so within ten (10) days after request for such instrument shall be deemed an Event of Default under this Lease.  Tenant waives any right to terminate this Lease because of any foreclosure proceedings.  Tenant hereby irrevocably constitutes and appoints Landlord (and any successor Landlord) as Tenant's attorney-in-fact to execute and deliver to any Superior Lessor or Superior Mortgagee any documents required to be executed by Tenant for and on behalf of Tenant if Tenant shall have failed to do so within ten (10) days after the request for execution and delivery.




20.2

Attornment.  If any Superior Lessor or Superior Mortgagee (or any purchaser at a foreclosure sale) succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed (a "Successor Landlord"), Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment.






15









21.  ESTOPPEL CERTIFICATE




Tenant shall, from time to time, within ten (10) days after written re­quest by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying: (a) that this Lease is unmodified and in full force and effect (or, if modi­fied, stating the nature of such modification and certify­ing that this Lease, as so modi­fied, is in full force and effect); (b) the dates to which Annual Basic Rent, Additional Rent and other charges are paid in advance, if any; (c) that there are not, to Tenant's knowledge, any uncured defaults on the part of Land­lord under this Lease or specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the Security Deposit; (e) the Commencement Date and the scheduled expiration date of the Lease Term; (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises; and (g) the amount of Annual Basic Rent, Additional Rent and other charges currently payable under this Lease.  In addition, such statement shall provide such other infor­mation and facts Landlord may reasonably require.  Any such statement may be relied upon by any pro­spective or existing purchaser, ground lessee or mortgagee of all or any portion of the Property, as well as by any other assignee of Landlord's interest in this Lease.  Tenant's failure to deliver such state­ment with­in such time shall be conclusive upon Tenant (i) that this Lease is in full force and effect, without modifica­tion except as may be represented by Landlord; (ii) that there are no uncured defaults in Landlord's performance under this Lease; (iii) that Tenant has paid to Landlord the Security Deposit; (iv) that not more than one month's installment of Annual Basic Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of the Lease Term are as stated in the statement, (vi) that Tenant has no rights to extend or renew this Lease or to expand the Leased Premises; (vii) that the Annual Basic Rent, Additional Rent and other charges are as set forth in the certificate; and (viii) that the other information and facts set forth in the certificate are true and correct.




22.  SIGNS




Landlord shall retain absolute control over the exter­ior appearance of the Building and the exterior appearance of the Leased Premises as viewed from the public halls. Tenant shall not install, or permit to be installed, any drapes, shutters, signs, lettering, advertising, or any items that will in any way alter the exterior appearance of the Building or the exterior appearance of the Leased Premises as viewed from the public halls or the exterior of the Building.  Notwithstanding the foregoing, Landlord shall install, at Tenant's sole cost and expense, letters or numerals at or near the entryway to the Leased Premises provided Tenant obtains Landlord's prior written consent as to size, color, design and location.  All such letters or numerals shall be in accordance with the criteria established by Landlord for the Building.  In addition, Tenant's logo, name and suite number shall be identified on the Building directory.  Tenant will be given the rights to the crown signage on the exterior of the building.  Tenant will be responsible for the cost of the sign, installation, and removal.  Tenant will also be responsible for any and all damage resulting from said installation and removal of sign to building. 




23. PARKING




Tenant shall have the right to utilize ten (10) parking stalls located in and on the parking structure. All other parking will be on a first-come, first-serve basis.




24.  LIENS




Tenant shall keep the Leased Premises free and clear of all mechanic's and material men's liens.  If, because of any act or omission (or alleged act or omission) of Tenant, any mechanics', material men's or other lien, charge or order for the payment of money shall be filed or recorded against the Leased Premises, the Property, or the Building, or against any other property of Landlord (irrespective of whether such lien, charge or order is valid or enforceable as such), Tenant shall, at its own expense, cause the same to be canceled or discharged of record within thirty (30) days after Tenant shall have received written notice of the filing of such lien, or Tenant may, within such thirty (30) day period, furnish to Landlord, a bond pursuant to A.R.S. §33-1004 (or any successor statute) and satisfactory to Landlord and all Superior Lessors and Superior Mortgagees against the lien, charge or order, in which case Tenant shall have the right to contest, in good faith, the validity or amount of such lien.  




25.  HOLDING OVER




It is agreed that the date of termination of this Lease and the right of Landlord to recover immediate possession of the Leased Premises thereupon is an important and material matter affecting the parties hereto and the rights of third parties, all of which have been specifically considered by Landlord and Tenant.  In the event of any continued occupancy or holding over of the Leased Premises without the express written consent of Landlord beyond the expiration or earlier termination of this Lease or of Tenants right to occupy the Leased Premises, whether in whole or in part, or by leaving property on the Leased Premises or otherwise, this Lease shall be deemed a monthly tenancy and Tenant shall pay 125% times the Annual Basic Rent, in advance at the beginning of the hold-over month(s), plus any Additional Rent or other charges or payments contemplated in this Lease.






16









26.  ATTORNEYS' FEES




If any action shall be instituted by either of the parties hereto for the enforcement or inter­pre­ta­tion of any of their respective rights or remedies in or under this Lease, the prevailing party shall be entitled to recover from the losing party all costs incurred by the prevailing party in such action and any appeal therefrom, including reasonable attorneys' fees to be fixed by the court.  




27.  RESERVED RIGHTS OF LANDLORD




Landlord reserves the following rights, exercisable without liability to Tenant for damage or injury to property, persons or business and without effecting an eviction, constructive or actual, or disturbance of Tenant's use or possession or giving rise to any claim:  (a) to name the Building and the Property and to change the name or street address of the Building and the Property; (b) to install and maintain all signs on the exterior and interior of the Building and the Property; (c) to designate all sources furnishing sign painting and lettering; (d) during the last ninety (90) days of the Lease Term, if Tenant has vacated the Leased Premises, to decorate, remodel, repair, alter or otherwise prepare the Leased Premises for re-occupancy, without affecting Tenant's obligation to pay Annual Basic Rent; (e) on reasonable prior notice to Tenant, to exhibit the Leased Premises to any prospective purchaser, mortgagee, or assignee of any mortgage on the Building or the Property and to others having interest in the Leased Premises, Building and/or the Property, at any time during the Lease Term, and to prospective tenants during the last six (6) months of the Lease Term; (f) to take any and all measures, including entering the Leased Premises for the purposes of making inspections, repairs, alterations, additions and improvements to the Leased Premises or to the Building (including, for the purposes of checking, calibrating, adjusting and balancing controls and other parts of the Building systems) as may be necessary or desirable for the operation, improvement, safety, protection or preservation of the Leased Premises or the Building, or in order to comply with all laws, orders and requirements of governmental or other authorities, or as may otherwise be permitted or required by this Lease; provided, however, that Landlord shall endeavor (except in an emergency) to minimize interference with Tenant's business in the Leased Premises; (g) to relocate various facilities within the Building and on the Property if Landlord shall determine such relocation to be in the best interest of the development of the Building and/or the Property, provided, that such relocation shall not materially restrict access to the Leased Premises; (h) to change the nature, extent, arrangement, use and location of the Building Common Areas; (i) to make alterations or additions to and to build additional stories on the Building and to build additional buildings or improvements on the Property; and (j) to install vending machines of all kinds in the Leased Premises and the Building, and to receive all of the revenue derived therefrom, provided, however, that no vending machines shall be installed by Landlord in the Leased Premises unless Tenant so requests.  Landlord further reserves the exclusive right to the roof of the Building.  No easement for light, air, or view is included in the leasing of the Leased Premises to Tenant. Accordingly, any diminution or shutting off of light, air or view by any structure which may be erected on the Property or other properties in the vicinity of the Building shall in no way affect this Lease or impose any liability upon Landlord.  




28.  EMINENT DOMAIN




28.1

Taking.  If the whole of the Building is lawfully and permanently taken by condemnation or any other manner for any public or quasi-public purpose, or by deed in lieu of condemnation, this Lease shall terminate as of the date of vesting of title in such condemning authority and the Annual Basic Rent and Additional Rent shall be pro rated to such date.  If any part of the Building or Property is so taken, or if the whole of the Building is taken, but not permanently, then this Lease shall be unaffected thereby, except that (a) Landlord may terminate this Lease by notice to Tenant within sixty (60) days after the date of vesting of title in the condemning authority, and (b) if twenty percent (20%) or more of the Leased Premises shall be permanently taken and the remaining portion of the Leased Premises shall not be reasonably sufficient for Tenant to continue operation of its business, Tenant may terminate this Lease by notice to Landlord within sixty (60) days after the date of vesting of title in such condemning authority.  This Lease shall terminate on the thirtieth (30th) day after receipt by Landlord of such notice, by which date Tenant shall vacate and surrender the Leased Premises to Landlord.  The Annual Basic Rent and Additional Rent shall be pro rated to the earlier of the termination of this Lease or such date as Tenant is required to vacate the Leased Premises by reason of the taking.  If this Lease is not terminated as a result of a partial taking of the Leased Premises, the Annual Basic Rent and Additional Rent shall be equitably adjusted according to the rentable area of the Leased Premises and Building remaining.




28.2

Award.  In the event of a taking of all or any part of the Building or the Property, all of the proceeds or the award, judgment, settlement or damages payable by the condemning authority shall be and remain the sole and exclusive property of Landlord, and Tenant hereby assigns all of its right, title and interest in and to any such award, judgment, settlement or damages to Landlord.  Tenant shall, however, have the right, to the extent that the same shall not reduce or prejudice amounts available to Landlord, to claim from the condemning authority, but not from Landlord, such compensation as may be recoverable by Tenant in its own right for relocation benefits, moving expenses, and damage to Tenant's personal property and trade fixtures.






17









29. NOTICES




Any notice or communication given under the terms of this Lease shall be in writing and shall be delivered in person, sent by any public or private express delivery service or deposited with the United States Postal Service or a successor agency, certified or registered mail, return receipt requested, postage pre-paid, addressed as set forth in the Basic Provisions, or at such other address as a party may from time to time designate by notice under this Article 30.  Notice given by personal delivery or by public or private express delivery service shall be effective upon delivery, notice sent by mail shall be deemed to have occurred upon deposit of the notice in the United States mail.  The inability to deliver a notice because of a changed address of which no notice was given or a rejection or other refusal to accept any notice shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept.  Any notice to be given by Landlord may be given by the legal counsel and/or the authorized agent of Landlord.




Landlord:

Frodsham Real Estate

Tenant:

Fresh Medical Laboratories, Inc.

PO Box 1680

Attn: Steve Eror

American Fork, Utah 84003

747 East South Temple, #150

Salt Lake City, Utah 84102




30.  RULES AND REGULATIONS




Tenant shall abide by all rules and regulations (the "Rules and Regulations") of the Building im­posed by Landlord, as attached hereto as Exhibit "E" or as may subsequently be issued by Landlord.  The Rules and Regulations may be changed from time to time upon ten (10) days notice to Tenant.  Breach of the Rules and Regulations, by Tenant shall constitute an Event of Default if such breach is not fully cured within ten (10) days after written notice to Tenant by Land­lord; provided, however, no notice or opportunity to cure shall be required in connection with a breach of rule number 39. Landlord shall not be responsible to Tenant for non­per­formance by any other tenant, occupant or invitee of the Building of any Rules or Regulations.




31.  ACCORD AND SATISFACTION




No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Annual Base Rent and Addi­tional Rent (jointly called "Rent" in this Article 32), shall be deemed to be other than on account of the earliest stipulated Rent due and not yet paid, nor shall any endorsement or state­ment on any check or any letter accompanying any check or pay­ment as Rent be deemed an accord and satisfaction. Landlord may accept such check or payment with­out prejudice to Land­lord's right to recover the balance of such Rent or to pursue any other remedy in this Lease.  No receipt of money by Landlord from Tenant after the ter­mination of this Lease, after the service of any notice relating to the termination of this Lease, after the commencement of any suit, or after final judg­ment for possession of the Leased Premises, shall reinstate, continue or extend the Lease Term or affect any such notice, demand, suit or judgment.




32.  OPTION TO RENEW




Tenant, upon paying the rent herein reserved and performing all the terms, covenants and conditions herein contained on its part to be kept and performed, shall have an option to renew this Lease for one (1) additional term  of three (3) Years.  Any such extension of this Lease for an additional terms provided above shall be upon the same covenants and conditions as are set forth herein except that Tenant shall have no option to further extend this Lease, and except that the rental for the option period shall be at the then current rental rate equivalent to a continuation of 3% increases.  Tenant must notify Landlord in writing not less than 90 days nor more than 180 days prior to the expiration of this Lease or any renewal thereof, of its intention to exercise the above options. In the event Tenant fails to so notify Landlord or declines to exercise said Option to Renew, such right shall terminate and no longer be in effect.  




33.  MISCELLANEOUS




33.1

Entire Agreement, Amendments.  This Lease and any Exhibits attached to and forming a part of this Lease set forth all of the covenants, promises, agreements, condi­tions and under­standings between Landlord and Tenant concerning the Leased Premises and there are no covenants, promises, agree­ments, representations, warranties, conditions or understandings either oral or written between them other than as contained in this Lease.  Except as otherwise provided in this Lease, no subsequent alteration, amendment, change or addition to this Lease shall be binding unless it is in writing and signed by both Landlord and Tenant.




33.2

Time of the Essence.  Time is of the essence of each and every term, covenant and condition of this Lease.




33.3

Binding Effect.  The covenants and conditions of this Lease shall, sub­ject to the restrictions on assignment and subletting, apply to and bind the heirs, executors, administrators, personal representatives, successors and assigns of the parties to this Lease.






18









33.4

Recordation.  Neither this Lease nor any memorandum of this Lease shall be recorded by Tenant.




33.5

Governing Law.  This Lease and all the terms and conditions of this Lease shall be governed by and construed in accordance with the laws of the State of Utah.




33.6

No Partnership.  Nothing contained in this Lease shall be deemed or construed as creating an agency, partnership or joint venture relationship between Landlord and Tenant or between Landlord and any other party, or cause Landlord to be responsible in any way for the debts or obligations of Tenant or any other party.




33.7

Authority.  If Tenant executes this Lease as a partnership, each in­dividual executing this Lease on behalf of the partnership represents and warrants that he or she is a general partner of the partnership and that this Lease is binding upon the part­nership in accordance with its terms.  If Tenant executes this Lease as a cor­po­ra­tion, each of the persons executing this Lease on behalf of Tenant cove­nants and warrants that Tenant is a duly authorized and existing corporation, that Ten­ant has and is qualified to transact business in Utah, that the corporation has full right, authority and power to enter into this Lease  and to perform its obligations under this Lease, that each person signing this Lease on behalf of the corporation is authorized to do so and that this Lease is binding upon the corporation in accordance with its terms.




33.8

No Waiver.  The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this Lease, or to exercise any election contained in this Lease, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this Lease or the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission.




33.9

Severability.  If any clause or provision of this Lease is or becomes illegal or unenforceable because of any present or future law or regulation of any governmental body or entity effective during the Lease Term, the intention of the parties is that the remaining provisions of this Lease shall not be affected by such determination.  




33.10

Exhibits.  If any provision contained in an Exhibit or Addenda to this Lease is inconsistent with any other provision of this Lease, the provision contained in this Lease shall supersede the provisions contained in such Exhibit or Addenda, unless otherwise provided.




33.11

Fair Meaning.  The language of this Lease shall be construed to its normal and usual meaning and not strictly for or against either Landlord or Tenant.  Landlord and Tenant acknowledge and agree that each party has reviewed and revised this Lease and that any rule of construction to the effect that ambigu­ities are to be resolved against the drafting party shall not apply to the inter­pre­ta­tion of this Lease, or any Exhibits, Riders or amendments to this Lease.




33.12

No Merger.  The voluntary or other surrender of this Lease by Tenant or a mutual cancellation of this Lease shall not work as a merger and shall, at Landlord's option, either terminate any or all existing subleases or subtenancies, or operate as an assignment to Landlord of any or all of such subleases or subtenancies.




33.13

Force Majeure.  Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, regulations or controls, judicial orders, enemy or hostile gov­ernment actions, civil commotion, fire or other casualty and other causes beyond the reason­able control of Landlord shall excuse the Landlord's performance under this Lease for the per­iod of any such prevention, delay, or stoppage.




33.14

Transfer of Landlord's Interest.  The term "Landlord" as used in this Lease, insofar as the covenants or agreements on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners of Landlord's interest in this Lease at the time in question.  Upon any transfer or transfers of such interest, the Landlord herein named in this Lease (and in the case of any subsequent transfer, the then transferor) shall be relieved of all liability for the performance of any covenants or agreements on the part of the Landlord contained in this Lease.




33.15

Limitation on Landlord's Liability.  If Landlord becomes obligated to pay Tenant any judgment arising out of any failure by the Landlord to perform or observe any of the terms, covenants, conditions or provisions to be performed or observed by Landlord under this Lease, Tenant shall be limited in the satisfaction of such judgment solely to Landlord's interest in the Building and the Property or any proceeds arising from the sale of the Building or the Property, and no other property or assets of Landlord or the individual partners, directors, officers or shareholders of Landlord or its constituent partners shall be subject to levy, execution or other enforcement procedure whatsoever for the satisfaction of any such money judgment.  If at anytime the Landlord’s equity in the Building, in relationship to its debt, falls below thirty percent (30%), this Article shall be null and void.






19









33.16

Brokerage Fees.  Tenant warrants and represents that it has not dealt with any realtor, broker or agent in connection with this Lease except the Broker identified in Article 1.19 above.  Tenant shall indemnify, defend and hold Landlord harmless for, from and against any cost, expense or liability (including the cost of suit and reasonable attorneys' fees) for any compensation, commission or charges claimed by any other realtor, broker or agent in connection with this Lease or by reason of any act of Tenant..




33.17

Continuing Obligations.  All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of this Lease shall survive the expiration or earlier termination of this Lease, including, without limitation, all payment obligations with respect to Annual Basic Rent, Additional Rent and all obligations concerning the condition of the Leased Premises.




33.19

Confidentiality.  Tenant shall keep the term, rental rate and all other provisions of this lease confidential and shall prevent the publication or other disclosure thereof by Tenant, its shareholders, officers, directors, employees, agents or representatives unless Tenant receives the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion.  A breach by Tenant of the provisions of this paragraph shall constitute an Event of Default under this Lease.













IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date and year first above written.




LANDLORD: 

TENANT:




FRODSHAM REAL ESTATE II, LLC

FRESH MEDICAL LABORATORIES, INC. 







		
	


By:           /s/ George Frodsham                                     










Its:_______________________________________










Date:       April 30, 2014                                              

	


By:          /s/ Steven C. Eror                                            










Its:          CEO and President                                         










Date:       April 30, 2014                                                  












20






EXHIBIT "A"




LEGAL DESCRIPTION/DESCRIPTION OF PROPERTY




COM 65 FT E FR SW COR BLK 4, PLAT "D", SLC SUR, N 115.5 FT; W 65 FT; N 90.75 FT; E 165 FT; S 41.25 FT; E 76.5 FT; S 165 FT; W 176.58 FT TO BEG. 6506-1806 6998-0064,0066 8293-6593 8931-6806






21






EXHIBIT "B"














22






EXHIBIT “C”




MEMORANDUM OF COMMENCEMENT DATE




THIS MEMORANDUM OF COMMENCEMENT DATE is entered into this   25 day of   April, 2014 by Frodsham Real Estate II, LLC a(n) Utah Limited Liability Corporation ("Landlord"), and Fresh Medical Laboratories, Inc,  ("Tenant").




RECITALS




A.

Landlord and Tenant have previously executed that certain Office Lease dated April 25, 2014 ("Lease"), pursuant to which Tenant has leased from Landlord certain premises more particularly described in the Lease.




B.

Pursuant to the provisions of Article 3.4 of the Lease, Landlord and Tenant have agreed to execute this Memorandum of Commencement Date to specify the Commencement Date of the Lease Term.




NOW, THEREFORE, in consideration of the foregoing recitals, the execution and delivery of the Lease and other good and valuable considerations, the receipt, sufficiency and validity which is hereby acknowledged, Landlord and Tenant agree as follows:




1.

Commencement Date.  The Commencement Date is August 1, 2014.  All reference in the Lease to Commencement Date shall be deemed to be references to August 1, 2014.




2.

Definitions.  Capitalized terms used in this Memorandum of Commencement Date without definition shall have the meanings assigned to such terms in the Lease, unless the context requires otherwise.




3.

Full Force and Effect.  Except as specifically modified by this Memorandum of Commencement Date, the Lease remains in full force and effect.




IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Commencement Date as of the date and year first above written.




		
	LANDLORD:










By:           /s/ George Frodsham                                     










Its:_______________________________________










Date:       April 30, 2014                                              

	TENANT:










By:          /s/ Steven C. Eror                                            










Its:          CEO and President                                         










Date:       April 30, 2014                                                  
























23






EXHIBIT "D"




LOCATION OF PARKING SPACES










INTENTIONALLY LEFT BLANK









24






EXHIBIT "E"




RULES AND REGULATIONS




1.

Unless otherwise specifically defined in this Exhibit, all capitalized terms in these Rules and Regulations shall have the meaning set forth in the Lease to which these Rules and Regulations are attached.




2.

The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls of the Building shall not be obstructed or encumbered or used for any purpose other than ingress and egress to and from the premises leased to any tenant or occupant.




3.

No awnings or other projection shall be attached to the outside walls or windows of the Building.  No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any window or door of the premises leased to any tenant or occupant, without the prior written consent of Landlord.  All electrical fixtures hung in any premises leased to any tenant or occupant must be of a type, quality, design, color, size and general appearance approved by Landlord.




4.

No tenant shall place objects against glass partitions, doors or windows which would be in sight from the Building corridors or from the exterior of the Building and such tenant will promptly remove any such objects when requested to do so by Landlord.




5.

The windows and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed, nor shall any bottles, parcels, or other articles be placed on any window sills.




6.

No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building nor placed in the halls, corridors, walkways, landscaped areas, vestibules or other public parts of the Building.




7.

The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown in the water and wash closets.  No tenant shall bring or keep, or permit to be brought or kept, any inflammable, combustible, explosive or hazardous fluid, material, chemical or substance in or about the premises leased to such tenant or the Property.




8.

No tenant or occupant shall mark, paint, drill into, or in any way deface any part of the Building or the premises leased to such tenant or occupant.  No boring, cutting or strings of wires shall be permitted, except with the prior consent of Landlord, and as Landlord may direct.  No tenant or occupant shall install any resilient tile or similar floor covering in the premises leased to such tenant or occupant except in a manner approved by Landlord.




9.

Any carpeting cemented down by a tenant shall be installed with a releasable adhesive.  In the event of a violation of this paragraph by a tenant, Landlord may charge the expense incurred to remove the carpeting to such tenant.




10.

No animals of any kind (except seeing eye dogs) shall be brought into or kept in or about the premises leased to any tenant.  No cooking shall be done or permitted in the Building by any tenant without the written approval of Landlord.  No tenant shall cause or permit any unusual or objectionable odors to emanate from the premises leased to such tenant.




11.

No space in the Building shall be used for heavy manufacturing, for the storage of merchandise, or for the sale of merchandise, goods or property of any kind at auction.




12.

No tenant shall make, or permit to be made, any unseemly or disturbing noises or vibrations or disturb or interfere with other tenants or occupants of the Building.




13.

No additional locks or bolts of any kind shall be placed upon any of the doors, nor shall any changes be made in locks or the mechanism of such locks.  Each tenant must, upon the termination of its tenancy, restore to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such tenant.




14.

All removals from the Building, or the carrying in or out of the Building or from the premised leased to any tenant, of any safes, freight, furniture or bulky matter of any description must take place at such time and in such manner as Landlord or its agents may determine, from time to time.  Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of the Rules and Regulations or the provisions of such tenant's lease.






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15.

Landlord shall have the right to prohibit any advertising by any tenant or occupant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon notice from Landlord, such tenant or occupant shall refrain from or discontinue such advertising.




16.

Each tenant, before closing and leaving the premises leased to such tenant at any time, shall see that all entrance doors are locked and all electrical equipment and lighting fixtures are turned off.  Corridor doors, when not in use, shall be kept closed.




17.

Each tenant shall, at its expense, provide artificial light in the premises leased to such tenant for Landlord's agents, contractors and employees while performing janitorial or other cleaning services and making repairs or alterations in said premises.




18.

No premises shall be used, or permitted to be used for lodging or sleeping, or for any immoral or illegal purposes.




19.

The requirements of tenants will be attended to only upon application at the office of Landlord.  Building employees shall not be required to perform, and shall not be requested by any tenant or occupant to perform, and work outside of their regular duties, unless under specific instructions from the office of Landlord.




20.

Canvassing, soliciting and peddling in the Building are prohibited and each tenant and occupant shall cooperate in seeking their prevention.




21.

There shall not be used in the Building, either by any tenant or occupant or by their agents or contractors, in the delivery or receipt of merchandise, freight or other matter, any hand trucks or other means of conveyance except those equipped with rubber tires, rubber side guards and such other safeguards as Landlord may require.




22.

If the premises leased to any tenant become infested with vermin, such tenant, at its sole cost and expense, shall cause its premises to be exterminated, from time to time, to the satisfaction of Landlord, and shall employ such exterminators for the extermination of the vermin as shall be approved in writing by Landlord.




23.

No premises shall be used, or permitted to be used, at any time, without the prior written approval of Landlord, as a store for the sale or display of goods, wares or merchandise of any kind, or as a restaurant, shop, booth, bootblack or other stand, or for the conduct of any business or occupation which predominantly involves direct patronage of the general public in the premises leased to such tenant, or for manufacturing or for other similar purposes.




24.

No tenant shall clean any window of the Building from the outside




25.

No tenant shall move, or permit to be moved, into or out of the Building or the premises leased to such tenant, any heavy or bulky matter, without the specific approval of Landlord.  If any such matter requires special handling, only a qualified person shall be employed to perform such special handling.  No tenant shall place or permit to be placed, on any part of the floor or floors of the premises leased to such tenant, a load exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law.  Landlord reserves the right to prescribe the weight and position of safes and other heavy objects, which must be placed so as to distribute the weight.




26.

With respect to work being performed by a tenant in its premises with the approval of Landlord, the tenant shall refer all contractors, contractors' representatives and installation technicians to Landlord for its supervision, approval and control prior to the performance of any work or services.  This provision shall apply to all work performed in the Building including installation of telephones, telegraph equipment, electrical devices and attachments, and installations of every nature affecting floors, walls, woodwork, trim, ceilings, equipment and any other physical portion of the Building.




27.

Landlord shall not be responsible for lost or stolen personal property, equipment, money, or jewelry from the premises of tenants or public rooms whether or not such loss occurs when the Building or the premises are locked against entry.




28.

Landlord may permit entrance to the premises of tenants by use of pass keys controlled by Landlord employees, contractors, or service personnel directly supervised by Landlord and employees of the United States Postal Service.




29.

Each tenant and all of tenant's representatives shall observe and comply with the directional and parking signs on the property surrounding the Building, and Landlord shall not be responsible for any damage to any vehicle towed because of non-compliance with parking regulations.






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30.

No tenant shall install any radio, telephone, television, microwave or satellite antenna, loudspeaker, music system or other device on the roof or exterior walls of the Building or on common walls with adjacent tenants.




31.

Each tenant shall store all trash and garbage within its premises.  No material shall be placed in the trash boxes or receptacles in the Building unless such material may be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage and will not result in a violation of any law or ordinance governing such disposal.  All garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as Landlord shall designate.




32.

No tenant shall employ any persons other than the janitor of Landlord for the purpose of cleaning its premises without the prior written consent of Landlord.




33.

Each tenant shall give prompt notice to landlord of any accidents to or defects in plumbing, electrical or heating apparatus so that same may be attended to properly.




34.

No tenant shall bring into the Building any pollutants, contaminants, inflammable, gasoline’s, kerosene or hazardous substances (as now or later defined under State or Federal law).




35.

Landlord reserves the right to restrict access to and from the Building between the hours of 6:00 P.M. and 8:00 A.M. on business days and at all hours on Saturdays, Sundays and holidays.




36.

All tenant and tenant's servants, employees, agents, visitors, invitees and licensees shall observe faithfully and comply strictly with these Rules and Regulations and such other and further appropriate Rules and Regulations as Landlord or Landlord's agent from time to time adopt.




37.

Landlord shall furnish each tenant, at Landlord's expense, with two (2) keys to unlock the entry level doors and two (2) keys to unlock each corridor door entry to  each tenant's premises and, at such tenant's expense, with such additional keys as such tenant may request.  No tenant shall install or permit to be installed any additional lock on any door into or inside of the premises leased to that tenant or make or permit to be made any duplicate of keys to the entry level doors or the doors to such premises.  Landlord shall be entitled at all times to possession of a duplicate of all keys to all doors into or inside of the premises leased to tenants of the Building.  All keys shall remain the property of Landlord.  Upon the expiration of the Lease Term, each tenant shall surrender all such keys to Landlord and shall deliver to Landlord the combination to all locks on all safes, cabinets and vaults which will remain in the premises leased to that tenant.  Landlord shall be entitled to install, operate and maintain security systems in or about the Property which monitor, by computer, close circuit television or otherwise, persons entering or leaving the Property, the Building and/or the premises leased to any tenant.  For the purposes of this rule the term "keys" shall mean traditional metallic keys, plastic or other key cards and other lock opening devices.




38.

Each person using the Parking Facility or other areas designated by Landlord where parking will be permitted shall comply with all Rules and Regulations adopted by Landlord with respect to the Parking Facility or other areas, including any employee or visitor parking restrictions, and any sticker or other identification system established by Landlord.  Landlord may refuse to permit any person who violates any parking rule or regulation to park in the Parking Facility or other areas, and may remove any vehicle which is parked in the Parking Facility or other areas in violation of the parking Rules and Regulations.  The Rules and Regulations applicable to the Parking Facility and the outside parking areas are as follows:




a)

The maximum speed limit within the Parking Facility shall be 5 miles per hour, the maximum speed limit in other parking areas shall be 15 miles per hour.




b)

All directional signs and arrows must be strictly observed




c)

All vehicles must be parked entirely within painted stall lines.




d)

No intermediate or full-size car may be parked in any parking space reserved for a compact car; no bicycle, motorcycle or other two or three wheeled vehicle, and no truck, van or other oversized vehicle, may be parked in any area not specifically designated for use by such vehicle. 






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e)

No vehicle may be parked (i) in an area not striped for parking, (ii) in a space which has been reserved for visitors or for another person or firm, (iii) in an aisle or on a ramp, (iv) where a "no parking" sign is posted or which has otherwise designated as a no parking area, (v) in a cross hatched area, (vi) in an area bearing a "handicapped parking only" or similar designation unless the vehicle bears an appropriate handicapped designation, (vii) in an area bearing a "loading zone" or similar designation unless the vehicle is then engaged in a loading or unloading function and (viii) in an area with a posted height limitation if the vehicle exceeds the limitation.




f)

Parking passes, stickers or other identification devices supplied by Landlord shall remain the property of Landlord and shall not be transferable.  A replacement charge determined by Landlord will be payable by each tenant for loss of any magnetic parking card or parking pass or sticker.




g)

Garage managers or attendants shall not be authorized to make or allow any exceptions to these Rules and Regulations.




h)

Each operator shall be required to park and lock his or her own vehicle, shall use the Parking Facilities at his or her own risk and shall bear full responsibility for all damage to or loss of his or her vehicle, and for all injury to persons and damage to property caused by his or her operation of the vehicle.




i)

Landlord reserves the right to tow away, at the expense of the owner, any vehicle which is inappropriately parked or parked in violation of these Rules and Regulations.




39.

Landlord reserves the right at any time and from time to time to rescind, alter or waive, in whole or in part, any of the Building Rules and Regulations when it is deemed necessary, desirable or proper, in Landlord's judgment for its best interest or of the best of the tenants of the Building.




Tenant hereby acknowledges receipt of the Building Rules and Regulations.




TENANT:




	
	Fresh Medical Laboratories, Inc.







By:      /s/ Steven C. Eror                                            

 

Print Name:   Steven C. Eror                                     




Its:______________________________________


















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EXHIBIT "F"




GUARANTY OF LEASE







INTENTIONALLY LEFT BLANK









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EXHIBIT “G”




WORK LETTER







Landlord agrees at Landlord expense to:




1.

Replace the door handles on two doors in Space F and one in Space E with like manner handles with keys set to match up with existing tenant locks currently being leased by tenant (5/10/14). 




2.

Access to turn front hall lights on/off by the South Temple entrance.  







Tenant agrees at Tenant expense to:




1.

Repaint spaces B and E with like manner carpet in Ste D. (Optional)