LEASE
AGREEMENT (THE “AGREEMENT”) ENTERED INTO BY AND BETWEEN ELAMEX DE JUAREZ, S.A. DE
C.V., REPRESENTED HEREIN BY MS. ALMA DELIA DIAZ BUSTILLOS IN HER CAPACITY
AS LEGAL REPRESENTATIVE, (HEREINAFTER REFERRED TO AS THE “LANDLORD”); AND BY INTERNATIONAL MANUFACTURING SOLUTIONS
OPERACIONES, S. DE R.L. DE C.V., REPRESENTED HEREIN BY MR. TOBY MALCOLM
SPOON MIDDLETON IN HIS CAPACITY AS LEGAL REPRESENTATIVE (THE “TENANT”), PURSUANT TO THE
FOLLOWING REPRESENTATIONS AND CLAUSES:

    


    


    REPRESENTATIONS:

    


    
      	
              I.

            	
              LANDLORD
      represents through its attorney-in-fact as
  follows:

            


    

    


    
      	
               
      

            	
              A.

            	
              It
      is a duly incorporated and validly existing corporation pursuant to the
      laws of the Republic of Mexico which is evidenced in public deed number
      2,173 dated January 25, 1972, granted before the attestation of Mr. José
      Reyes Estrada Aguirre, Notary Public No. 18 for the Bravos Judicial
      District in Ciudad Juárez, and registered in the Commercial Records’
      Office in Ciudad Juárez, under entry No. 104, of Book No. 172 of the
      Commerce Section of the Public Records Office of this
  City.

            


    

    


    
      	
               
      

            	
              B.

            	
              It
      is the beneficial owner of a tract of land with a total area of 24,481.56
      square meters (equivalent to approximately 262,345 square feet)
      hereinafter referred to as the “Land” and a building for industrial use
      built on the Land with a total constructed area of 67,541 square feet
      (equivalent to approximately 6,277.00 square meters, hereinafter referred
      to as the “Building”).  The Land and the Building are located at
      the Parque Industrial Fernández in Cd. Juárez, Chihuahua,
      Mexico.  The Land and the Building are shown in the blueprint
      attached hereto as Exhibit “A” hereinafter
      referred to collectively as the “LEASED
  PROPERTY”.

            


    

    


    
      	
               
      

            	
              C.

            	
              The
      official address for the LEASED PROPERTY is Calle Mayas #7710, Parque
      Industrial Fernández, Cd. Juárez, Chihuahua,
  Mexico.

            


    


    
      
        
          


          


           

        

         


      

      
        1

        
          

        

      

      
         


      

    


    


    


    
      	
               

            	
              D.

            	
              That
      the LEASED PROPERTY can be used by TENANT for the operation of a
      manufacturing company whether under a maquiladora authorization or any
      other type of customs authorization or without for the assembly, repair
      and manufacturing of parts and components, use which also includes
      the fabrication and manufacture of medical devices and other products and
      fulfillment of products in the orthodontic and dental industry, so long it
      is a light and clean industry  and activities related to same,
      and under no circumstances the LEASED PROPERTY shall be used for heavy
      industry activities, pursuant to the zoning authorization (“licencia de uso de
      suelo”) issued by the competent authorities of Cd. Juárez,
      Chihuahua.

            


    

    


    
      	
               
      

            	
              E.

            	
              On
      November 3, 2004, it entered into with TENANT, a certain lease agreement
      (the “Original Lease”) covering the LEASED
  PROPERTY.

            


    

    


    
      	
               
      

            	
              F.

            	
              Ms.
      ALMA DELIA DIAZ BUSTILLOS represents that she has the legal capacity to
      execute this Agreement on behalf of its principal, as evidenced through
      public deed no. 10,909, dated November 26, 2003 and granted before Mr.
      Oscar Cayetano Becerra Tucker, notary public No. 28 in the city of Juárez,
      Chihuahua and registered in the Commercial Records’ Office, of Ciudad
      Juárez, Chihuahua, Mexico under Entry No. 43, page 87, Volume 227, of the
      First Book of Commerce.  A copy thereof is attached hereto as
      Exhibit
      “B”.

            


    

    


    
      	
               
      

            	
              G.

            	
              It
      has the following taxpayer’s registry number:
    EJU-931022-T68.

            


    

    


    
      	
               
      

            	
              H.

            	
              It
      is its intent to continue leasing to the TENANT the LEASED PROPERTY,
      pursuant to the following terms and
conditions.

            


    

    


    
      	
              II.

            	
              TENANT
      has accepted and through its legal representative states as
      follows:

            


    

    


    
      	
               
      

            	
              A.

            	
              It
      is a duly incorporated company pursuant to the laws of the Mexican
      Republic, as evidenced in public deed no. 8,802 dated April 8th.
      of 2003 and granted before Mr. Oscar Becerra Tucker,Notary Public
      No.28th.
      in the city of Juarez, State of Chihuahua,
  Mexico.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    


    
      	
               
      

            	
              B.

            	
              As
      the result of entering with LANDLORD a lease agreement prior to the
      Original Lease, it currently occupies and has occupied the LEASED PROPERTY
      since June 3, 2003.

            


    

    


    
      	
               
      

            	
              C.

            	
              Mr.
      TOBY MALCOLM SPOON MIDDLETON represents that he has the legal capacity to
      execute this Agreement for and on behalf of his principal and to the date
      hereof, said authority has not been attended or revoked in any fashion, as
      it is evidenced through the submission of public deed number 4,082 dated
      September 27th.,
      granted before Mr. Manuel del Villar y Garza Notary Public number 9th.
      in the jurisdiction of the Bravos District, State of Chihuahua and
      registered at the Public and Commercial Records Bureau of this City under
      entry 5, page 8, of Volume 222 of the First Book of
      Commerce.  Copy of the above-mentioned document is attached
      hereto as Exhibit
      “C”.

            


    

    


    
      	
               
      

            	
              D.

            	
              It
      has the following taxpayers’ number
  IMS 030409FZ0

            


    

    


    
      	
               
      

            	
              E.

            	
              It
      is its intent to continue leasing from LANDLORD the LEASED PROPERTY,
      pursuant to the following terms and
conditions.

            


    

    


    
      	
              III.

            	
              Both
      LANDLORD and TENANT though their duly appointed legal representatives
      jointly state as follows:

            


    

    


    
      	
               
      

            	
              A.

            	
              That
      the term of the Original Lease automatically expired on June 30,
      2008.

            


    

    
      	
               
      

            	
              B.

            	
              That
      as the result of the negotiations of this Agreement; having been extended
      to the date hereof, they extended the term of the Original Lease to expire
      on July 31, 2008.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    


    
      	
               
      

            	
              C.

            	
              That
      it is their free will to enter into this
  Agreement.

            


    

    


    
      	
               
      

            	
              D.

            	
              That
      in the execution hereof, there has been no error, duress, bad faith, or
      scienter which may invalidate or nullify, totally or partially the consent
      granted by the executing parties.

            


    

    


    IN
WITNESS WHEREOF, the parties hereto agree as follows:

    


    


    CLAUSES:

    


    


    FIRST.                                 LEASE.

    


     

    1.1.                      Pursuant
to the terms of the Agreement, and pursuant to the provisions set forth under
Article 2096 of the Civil Code for the State of Chihuahua, LANDLORD leases to
TENANT and TENANT will take under lease the LEASED PROPERTY as stipulated herein
below.

     

    


    SECOND.                                           OCCUPANCY
BY TENANT.

    


    
      	
              2.1

            	
              TENANT
      shall utilize the LEASED PROPERTY for the operation of a manufacturing
      company whether under a maquiladora authorization or any other type of
      customs authorization or with out, for the assembly, repair and
      manufacturing of parts and components, use which also includes the
      fabrication and manufacture of medical devices and other products and
      fulfillment of products in the orthodontic and dental industry, so
      long  it is a light and clean industry and activities related to
      same and under no circumstances the LEASED PROPERTY shall be used for
      heavy industry activities.  TENANT shall not be able to utilize
      the LEASED PROPERTY in a way other than the stipulated in this paragraph,
      unless it obtains the prior written authorization from LANDLORD, which
      will not be unreasonably
withheld.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    


    
      	
              2.2

            	
              Likewise,
      TENANT assumes full responsibility for maintaining and renewing during the
      TERM of this Agreement, as such concept is hereinafter defined, all the
      licenses, permits and authorizations required to continue its operations
      in the LEASED PROPERTY as required by any federal, state or municipal
      authorities, including but not limited to the Ministry of the Environment
      and Natural Resources (SEMARNAT), PROFEPA and the Municipal Government of
      Cd. Juárez, Chihuahua, in order for said licenses to remain in full force
      and effect at all times.  TENANT binds itself to deliver copies
      to LANDLORD at any time and upon written request throughout the period of
      time during which TENANT occupies the LEASED PROPERTY, of the licenses and
      their respective renewals.

            


    

    


    
      	
              2.3

            	
              TENANT
      binds itself to conduct its activities in the LEASED PROPERTY in strict
      compliance with all of the legal provisions of either federal, state or
      municipal nature, in which case TENANT binds itself to maintain the LEASED
      PROPERTY and/or LANDLORD free and clear from any responsibility,
      obligation, liability, loss, damages, penalties, claims, actions,
      lawsuits, legal fees and other related expenses that may be assessed upon
      the LEASED PROPERTY and/or LANDLORD for acts and omissions of TENANT that
      may constitute any violations of said
  provisions.

            


    

     

    
      	
              2.4

            	
              Throughout
      all the time during which TENANT continues occupying the LEASED PROPERTY,
      TENANT will not be able to utilize inside, transport to and/or from,
      store, release or handle inside of or within the perimeter of the LEASED
      PROPERTY, any Hazardous Material (as such concept is defined under
      Section13.2 hereof) other than those which TENANT uses in its ordinary
      course of the Permitted Use under Section 2.1
  hereunder.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    


    
      	
              2.5

            	
              TENANT
      under its own cost and risk may install in the LEASED PROPERTY any
      fixtures, equipment or furniture which TENANT deems convenient in the
      understanding that (i) same shall be installed in such a fashion that upon
      being removed, no damages be caused to the LEASED PROPERTY and (ii) TENANT
      delivers to LANDLORD material possession of the LEASED PROPERTY upon the
      expiration of the Term hereof, or for any other reason, in the same
      condition and good order in which same was received, save for the normal
      wear and tear resulting from the normal use when TENANT first received
      possession of the LEASED PROPERTY under the Original Lease.  The
      removal of the improvements, which TENANT will conduct upon surrender of
      the LEASED PROPERTY, shall be concluded prior to the date of termination
      hereof. TENANT shall also be exempt from removing any improvements,
      construction, modifications or alterations previously approved by
      LANDLORD, including those found installed at the execution hereof and
      which are identified in a list attached hereto as Exhibit “D”, the
      foregoing pursuant to the provisions set forth in clause 2.9
      hereof.

            


    

    


    
      	
              2.6

            	
              TENANT
      binds and agrees to repair all the damages that may be caused to the
      LEASED PROPERTY resulting from the installation and/or removal of the
      fixtures, equipment and furniture owned by TENANT that should not
      otherwise remain in the LEASES PROPERTY as per Section 2.9
      hereof.

            


    

    


    
      	
              2.7

            	
              TENANT
      must undertake the installation and removal of its fixtures, equipment,
      furniture, signs, commercial placards, or advertisements which may be
      necessary for the identification of its business, pursuant to the
      applicable legal provisions, being the only and sole party responsible for
      any breach thereto.  TENANT’s existing signs are hereby approved
      by LANDLORD. TENANT shall not be required to obtain LANDLORD’s prior
      authorization to install temporary advertisements which do not require
      physical alteration to the LEASED PROPERTY for its placement through which
      TENANT intends to inform the public at large of any situation or
      circumstance pertaining to TENANT such as
      vacancy advertisements, prices and acknowledgements acquired,
      etc.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    


    
      	
              2.8

            	
              The
      TENANT may not change the basic structure, the external appearance or
      basic utility services of the building which is part of the LEASED
      PROPERTY, nor make any structural alterations without the express written
      authorization of the LANDLORD, which authorization shall not be
      unreasonably withheld.  The TENANT is hereby authorized to make
      minor, non-structural alterations or modifications to the LEASED PROPERTY,
      not exceeding USD. $25,000  (Twenty Five Thousand dollars
      00/100) in cost per occurrence, at its own risk and expense, so long as
      they do not alter or impair the structure of the building which is part of
      the LEASED PROPERTY, or the basic nature of said LEASED PROPERTY. In the
      event TENANT desires to make major alterations to the LEASED PROPERTY,
      exceeding USD $25,000 (Twenty Five Thousand dollars 00/100), TENANT shall
      notify 15 days in advance to the LANDLORD in writing, including drawings
      and technical specifications of such alterations, and the LANDLORD shall
      respond in no more than 15 days to such request, and such authorization
      shall not be unreasonably withheld.

            


    

     

    


    
      	
              2.9

            	
              Upon
      the termination of this Agreement, all of the permanent constructions,
      alterations, extensions or improvements conducted by TENANT in the LEASED
      PROPERTY with the LANDLORD’S prior written consent, will remain for the
      benefit of the LEASED PROPERTY and TENANT agrees that LANDLORD shall not
      be bound to pay TENANT any consideration for such concepts.  In
      any event, TENANT shall be entitled to remove all of its furniture,
      fixtures, assets, chattel goods and equipment owned by TENANT upon
      termination of this Agreement, subject to Clause
  2.6.

            


    

    


    
      	
              THIRD.

            	
              TERM
      OF THIS LEASE AND TERMINATION.

            


    

    


    
      	
              3.1

            	
              The
      term of this Agreement shall be five (5) years, mandatory and binding for
      both TENANT and LANDLORD  (hereinafter referred to as “TERM”)
      and shall commence on  August 1, 2008 (hereinafter referred to
      as the “COMMENCEMENT DATE”) and shall terminate on July 31, 2013
      (hereinafter referred to as “TERMINATION DATE”).  Pursuant to
      the Original Lease, TENANT hereby acknowledges that it has held continuous
      and uninterrupted possession of the LEASED PROPERTY since approximately
      June 2, 2003. Further, the parties hereto covenant and agree that TENANT
      shall continue in possession of the LEASED PROPERTY pursuant to the terms
      hereof.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    


    
      	
               
      

            	
              3.2

            	
               In the event that
      TENANT during the TERM wishes to terminate this Agreement prior to the
      TERMINATION DATE in addition to the obligations assumed by virtue hereof,
      TENANT binds itself to pay LANDLORD the balance of the rent as
      it  becomes due every month from the early termination through
      the TERMINATION DATE regarding the TERM, as damages caused by such early
      termination to LANDLORD included but not limited to attorneys fees and
      brokerage fees until and to the extent the LEASED PROPERTY is leased by
      LANDLORD to a third party, for a term equal to or greater than the
      mandatory term hereof under Clause Third, at which time the rental
      payments by TENANT shall end if the rents paid by the new tenant are equal
      to or greater than the Rent due by TENANT.  In any case, TENANT
      shall remain bound to pay LANDLORD any deficiencies under a new lease as
      to the TERM and Rent not covered by the new lease.   Early
      termination pursuant to this Clause shall not be deemed termination for
      TENANT’s breach so long as TENANT fulfills its obligations hereunder and
      amounts paid by TENANT hereunder will be LANDLORD’s sole
      remedy.

            


    

    


    
      	
               
      

            	
              3.3

            	
              Renewal
      Term.  Provided that (i) this Lease shall be in full force and
      effect, (ii) no Event of Default shall be continuing hereunder, and (iii)
      TENANT and Guarantor (as such concept is defined in Clause 18 hereunder),
      shall be at least as creditworthy as on the date thereof, TENANT shall
      have the right to extend the Term for two (2) consecutive periods of five
      (5) years each (each, an "Extension Term").  The first Extension
      Term shall commence on the day after the Expiration Date and shall expire
      on the day prior to the five (5) year anniversary of such commencement,
      and the succeeding Extension Term shall commence and expire in the same
      manner, unless the TERM or any Extension Term shall sooner end pursuant to
      any of the terms, covenants or conditions of this Lease or pursuant to
      Law. TENANT shall exercise its options hereunder by giving LANDLORD
      written notice of such election (along with reasonable evidence that
      TENANT and Guarantor remain at least as creditworthy as on the date
      hereof) no later than six (6) months prior to the Expiration Date or the
      expiration date of the succeeding Extension Terms, as applicable, and upon
      the giving of such notice and evidence, and the parties hereto agree on
      the price of the Annual Rent (as such concept is defined under Section 4.1
      hereunder) to be paid during each of the Extension Terms, this Lease and
      the Term shall be extended without execution or delivery of any other or
      further documents, with the exception of the document evidencing the
      parties hereto agreement regarding the Annual Rent to be paid during the
      corresponding Extension Term, with the same force and effect as if the
      Extension Term(s) had originally been included in the Term and the
      Expiration Date shall thereupon be deemed to be the last day of the
      applicable Extension Term.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    


    


    
      	
              FOURTH.

            	
              RENT.

            


    

    


    
      	
               
      

            	
              4.1    TENANT
      binds itself and agrees to pay LANDLORD and LANDLORD agrees to receive as
      rent for the LEASED PROPERTY for the first year starting
      on  July 1, 2008, the annual amount (“Annual Rent”) of
      $364,721.40 (three hundred sixty-four thousand seven hundred twenty-one
      Dollars with 40/100, legal currency of the United States of America), to
      be paid in monthly installments (“Monthly Rent”) of $30,393.45 (thirty
      thousand three hundred ninety-three Dollars with 45/100, legal currency of
      the United States of America). This rent is based on USD$5.40 (five
      Dollars 40/100) per square foot of the area of the Building, per
      year.  Each subsequent year, the Annual Rent will be adjusted in
      the same percentage to the increase experience in the United States of
      America and recorded by the Consumer Price Index (CPI All Items) with
      respect to the preceding twelve-month (12) period, as published by the
      United State Department of Labor, however said rent I just mentioned at no
      time at no time shall exceed by 3% (three per
  cent).

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    


    
      	
              4.2

            	
              During
      the first five (5) business days of each month, TENANT agrees and binds
      itself to make payment of the Monthly Rent, by way of a check, which
      TENANT shall either deliver to LANDLORD at the LANDLORD’S domicile
      identified in Clause 15.1, or by wire transfer, which TENANT shall make in
      any of the following bank accounts of
LANDLORD:

            


    

    


    Account
Number:                                                      72061171435

    Currency:                                                 US
Dollars (legal currency of the United States
of       America)

     

    
      	
               
      

            	
              Beneficiary:

            	
              Elamex
      de Juárez, S.A. de C.V.

            


    

    
      	
              Banking
      Institution:

            	
              JP
      MORGAN CHASE BANK, N.A.

            


    

    
      	
               
      

            	
              Location:

            	
              EL
      PASO, TX.

            


    

    
      	
               
      

            	
              ABA
      Number:

            	
              113000609

            


    

    


    
      	
              4.3

            	
              LANDLORD
      may, from time to time, designate a different bank account by providing
      written notice to TENANT, but in no event shall LANDLORD provide less than
      thirty (30) days written notice to TENANT of a change in bank
      accounts.  The foregoing shall not prevent LANDLORD from
      negotiating or assigning its rights deriving herefrom to any Mexican or
      foreign banking institution.

            


    

    


    
      	
              4.4

            	
              At
      the request of LANDLORD, TENANT binds itself to provide LANDLORD evidence
      of any wire transfer made pursuant to the terms agreed in this Section
      4.2, which may include a copy of the report documentation regarding the
      deposit at LANDLORD’s domicile.

            


    

    


    
      	
              4.5

            	
              TENANT
      shall pay the Monthly Rent in dollars, legal currency of the United States
      of America, notwithstanding the foregoing, the parties agree that TENANT
      may make the payment of the Monthly Rent in Mexican Pesos, legal currency
      of Mexico at the rate of exchange Peso/Dollar for the purchase of dollars
      in effect by BBVA Bancomer, S.A. on the date when the corresponding
      payment is made,

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	
              4.6

            	
              In
      the event TENANT fails to pay the Monthly Rent to LANDLORD during the
      first five (5) business days of each month, the Monthly Rent shall
      generate interest in arrears to be paid by TENANT and to be calculated on
      a daily basis at the rate of one point five percent (1.5%) per month over
      the outstanding balance of the Monthly Rent, to be calculated as of the
      date in which TENANT should have made the payment and through the
      effective date of payment and payable every month pursuant to this
      clause.

            


    

    


     

    
      	
              4.7

            	
              LANDLORD
      covenants and agrees to deliver to TENANT with respect to any payment of
      rent done by TENANT in favor of LANDLORD pursuant to the terms hereof, the
      receipt covering the corresponding payment which should comply with all of
      the requirements set forth by the applicable tax laws and regulations, at
      the latest within the five (5) calendar days following the date when
      TENANT made the wire transfer referred to in Section 4.2 hereof or as of
      the date when TENANT has performed the respective payment at LANDLORD’s
      domicile.

            


    

    


    FIFTH.                                TAXES
AND EXPENSES.

    


    
      	
              5.1

            	
              LANDLORD
      shall only be responsible for the payment of its Income Tax and Flat Rate
      Tax Over Enterprises (IETU), pursuant to the applicable
      laws.  On the other hand, TENANT shall be responsible for the
      payment of any other taxes assessed upon the LEASED PROPERTY or this
      Agreement or any combination of both, including the Value Added Tax
      applicable to the Monthly Rent to be paid pursuant to the terms of this
      Agreement and The Property Tax (Impuesto Predial) with respect to the
      LEASED PROPERTY.

            


    

    


    
      	
              5.2

            	
              With
      respect to The Property Tax, LANDLORD and TENANT agree that, at LANDLORD’S
      options, the party responsible for processing and effectuating said
      payment shall be LANDLORD; and that it shall be the obligation of TENANT
      to reimburse LANDLORD for the full amount paid by
  LANDLORD.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    


    
      	
              5.3

            	
              TENANT
      shall be responsible for the payment of any penalty or fine collected for
      late payment on the property tax if such penalty or fine results from acts
      or omissions of TENANT.

            


    

    


    
      	
              5.4

            	
              TENANT
      shall pay LANDLORD interest in arrears calculated at the rate of eighteen
      percent (18%) per year and in the terms stipulated in Section 4.6 of this
      Agreement, if after the property tax has been invoiced to TENANT by
      LANDLORD, TENANT fails to pay same pursuant to the terms of Section 5.2
      hereof.

            


    

    


    SIXTH.                                MAINTENANCE,
REPAIRS AND REPLACEMENTS.

    


    
      	
              6.1

            	
              LANDLORD
      shall at all times during the Term hereof maintain and repair, at its own
      cost and expense, the Building foundation, structure of the floors and
      walls and structure of the roof (including supporting members but
      excluding roof insulation, roof water leaks, heating and air conditioning
      systems).  In addition, LANDLORD shall replace the roof of the
      Building at its own cost and expense at the end of its useful life subject
      to Clause 6.4 hereof.

            


    

    


    
      	
              6.2

            	
              TENANT
      shall maintain and repair, at this own cost and expense, the interior of
      the Building including interior and exterior paint, roof cover and
      flashing as well as insulation, insulation maintenance, the air
      conditioning, heating and fire prevention systems and prevention such
      landscaping as may be presently on the LEASED PROPERTY. All of the
      installations, infrastructure and fixtures described in the inventory
      attached hereto as Exhibit “E”, form part of the
      LEASED PROPERTY. 

            


    

    


    
      	
              6.3

            	
              TENANT
      binds itself to replace the installations, infrastructure and fixtures to
      which reference was made in Section 6.2 above, when required due to the
      negligence or lack of compliance on the part of TENANT with its
      maintenance  obligations as set forth in this
      Agreement..

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    


    
      	
              6.4

            	
              LANDLORD
      shall be bound to replace the installations, infrastructure and fixtures
      of the Building mentioned in Clause 6.2 including the roof, when the
      useful normal expected life of same has expired, provided however
      TENANT  complied with its maintenance obligations and such
      replacement is not required due to TENANT’S negligence or
      fault.

            


    

    


    
      	
              6.5

            	
              LANDLORD
      agrees and covenants to carry out within a 6 month term, following the
      date of execution hereof, those improvements to be agreed between LANDLORD
      and TENANT, which total price will not exceed the amount of USD$100,000.00
      (one hundred thousand dollars 00/100) legal currency of the United States
      of America.

            


    

    


     

    
      	
              6.6

            	
              TENANT
      at all times during the TERM hereof shall maintain the LEASED PROPERTY (as
      described on Exhibit
      “A”) in good order and will not allow the accumulation of trash,
      wastes, debris or other similar materials within the LEASED PROPERTY or in
      the loading and unloading areas.

            


    

     

    


     

    SEVENTH.                                           INDEMNIFICATION.

    


    If either
of the parties of this Agreement is deemed or found to be responsible for any
obligation assumed by the other party, the party bound to comply with said
obligation under this Agreement, agrees to indemnify and maintain free of any
responsibility the non-bound party hereunder with respect to any claim, lawsuit,
damage or losses and to reimburse any cost or expense incurred by said non-bound
party.

    


    
      	
              EIGHTH.

            	
              UTILITIES.

            


    

    


    TENANT
states that to the date hereof, it has hired the public services of sewage,
water, telephone, natural gas and electricity and are connected and servicing
the LEASED PROPERTY exclusively, and that TENANT will continue being responsible
for the hookup and payment at all times of all such utilities of which it shall
be user.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    


    NINTH.                                ASSIGNMENT
AND SUBLETTING.

    


    
      	
              9.1

            	
              TENANT
      shall not assign the rights and obligations assumed under this Agreement
      nor sublet the LEASE PROPERTY without the prior written consent of
      LANDLORD, which consent shall not be unreasonably
  withheld.

            


    

    LANDLORD
shall have the right to retain, when received, any rent and other sums paid by
an assignee or sublessee in connection with a permitted assignment or sublease
which exceeds the rent provided for in this Lease (allocated on a per square
foot basis).

    


    
      	
              9.2

            	
              In
      the event of breach on the part of TENANT to the covenants in this Clause,
      LANDLORD shall have the right to unilateral termination of this Agreement,
      in which case the contractual Penalty Clause contemplated under Clause
      15.4 hereof shall become
applicable.

            


    

    


    
      	
              9.3

            	
              Notwithstanding
      the above, provided (i) this Lease be in full force and effect, (ii) no
      Event of Default shall be continuing hereunder, and (iii) the petitioner
      assignee or sublessee and its proposed guarantor are creditworthy as on
      the date thereof, upon written request by Align Tech (“Align”), a company
      incorporated pursuant to the laws of the State of Delaware, with domicile
      at 881 Martin Avenue, Santa Clara, California, United States of America,
      TENANT agrees and covenants to assign its rights and obligations pursuant
      to this Agreement or sublet the LEASED PROPERTY, as the case may be, and
      LANDLORD agrees and covenants to accept Align as new tenant or any of its
      Mexican subsidiary indicated in the written
  request.

            


    

    


    
      	
              9.3.1

            	
              In
      such event, LANDLORD’s consent set forth in Section 9.1 will not apply in
      the event Align decides to sublet the LEASED PROPERTY or any portion
      thereof, to any of its subsidiaries or to TENANT.  The term
      “subsidiary” used in this Section 9.3, refers to any entity of which 50%
      or more of its equity is owned or controlled by
  Align.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


    


    


    
      	
              9.4

            	
              Assignment
      by LANDLORD. LANDLORD may assign in whole or in part its rights and
      obligations derived from this Lease Agreement, including its collecting
      rights, as well as to transfer title to and/or mortgage or in any other
      manner to encumbrance or constitute guaranties over the Leased Property
      and/or the rights derived from this Lease Agreement to any third party
      without requiring prior TENANT’s authorization, in which case, LANDLORD
      shall notify TENANT of any Assignment made by it, within the thirty (30)
      days following thereof.

            


    

    


    TENTH.                                PAYMENT
WITHHOLDINGS.

    


    
      	
              10.1

            	
              TENANT
      shall make payments due hereunder in a timely fashion with respect to each
      one of the amounts to which LANDLORD is entitled pursuant to the terms
      hereof and pursuant to the applicable law and regulations, and TENANT
      expressly waives any right which it may have to withhold or offset any
      amounts with respect to any of such
payments.

            


    

    


    
      	
              ELEVENTH.

            	
              LANDLORD’S
      RIGHT TO PERFORM TENANT’S
OBLIGATIONS.

            


    

    


    
      	
              11.1

            	
              If
      TENANT at any time fails to comply with any of its obligations assumed
      under this Agreement, LANDLORD will notify in writing with thirty (30)
      calendar days in advance (or without notification in the case of acts
      which require immediate action) and without waiving or releasing TENANT of
      its obligations, may (but will not be bound to) perform any act which must
      be carried out by TENANT in compliance with this Agreement and will be
      able to enter the LEASED PROPERTY for such a purpose and to undertake any
      actions that may become necessary for complying with the obligations
      assumed by TENANT.  All amounts paid by LANDLORD and all the
      expenses incurred by LANDLORD with respect to the compliance with
      obligations on the part of TENANT, so long as these are reasonable and
      supported by the corresponding legal invoices, shall be reimbursed by
      TENANT to LANDLORD within a term not to exceed thirty (30) calendar days
      as of the date of payment request.  The lack of payment on the
      part of TENANT within the term stipulated above, shall yield an interest
      calculated pursuant to the terms under Clause 4.5 of this
      Agreement.

            


    

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


     

    


    
      	
              TWELFTH.

            	
              TENANT’S
      RIGHT TO PERFORM THE OBLIGATIONS OF
LANDLORD.

            


    

    


    
      	
              12.1

            	
              If
      LANDLORD at any time fails to comply with its obligations under this
      Agreement, TENANT through a written notification with thirty (30) calendar
      days in advance (or without notification in the case of acts which require
      immediate action) and without waiving or releasing LANDLORD of any
      obligations may (but will not be bound to) perform any act which LANDLORD
      is bound to undertake in compliance with this Agreement and for such a
      purpose may take any and all actions necessary to comply with the
      unfulfilled obligations on the part of LANDLORD.  All the
      amounts paid by TENANT and all the expenses incurred by TENANT with
      respect to the compliance with any obligation on the part of LANDLORD, so
      long as it is reasonable and supported by the corresponding legal
      invoices, shall be paid by LANDLORD to TENANT within a term not to exceed
      thirty (30) calendar days as of the payment request.  The lack
      on the part of LANDLORD to make such a payment within the above-stated
      term, shall generate an interest in arrears calculated pursuant to the
      terms of Section 4.6 of this
Agreement.

            


    

    


    
      	
              THIRTEENTH.

            	
               ENVIRONMENTAL.

            


    

    


    
      	
              13.1

            	
              TENANT
      shall be responsible with respect to any Hazardous Material or Waste
      affecting the LEASED PROPERTY, which may be present as a consequence of
      the activities undertaken in the LEASED PROPERTY by TENANT during its
      possession and occupation of the LEASED
  PROPERTY.

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    


    
      	
              13.2

            	
              “Hazardous
      Materials” for the purposes of this Agreement, shall be defined as any
      hazardous, toxic, or chemical substance, wastes or other regulated
      materials by the applicable Environmental Laws (as such concept is defined
      hereinabove) including but not limited to electrical equipment and
      equipment of any kind containing polychlorated biphenyls (“PCBs”), oils,
      lubricants and other type of oils or hydrocarbon, asbestos products,
      underground tanks, chemicals and other substances which are known to be
      hazardous to persons, property or the natural resources as well as any
      other material or substance which composition or physical or chemical
      state may be corrosive, reactive, toxic, explosive flammable or
      biologically infectious; as well as explosives, guns or any other type of
      movables and substances regulated by the Ministry of Defense
      (SEDENA).

            


    

    


    
      	
              13.3

            	
              “Environmental
      Laws” for the purposes of this Agreement shall be defined as any law,
      regulation, rule or order which currently exists or subsequently adopted
      in the future by any governmental or protection of the environment
      authority authorized in Mexico, of either federal, state or local level
      including but not limited to, the Law of Ecological Equilibrium and
      Protection of the Environment, its Executive Regulations and the Official
      Mexican Standards (NOMs).

            


    

    


    
      	
              13.4

            	
              In
      any event, TENANT shall be responsible before LANDLORD and shall maintain
      LANDLORD protected against acts or proceedings by the environmental
      authorities or by third parties, which stem from allegations of
      contamination and/or breach of any applicable Environmental Laws by TENANT
      during the occupation of the LEASED PROPERTY by TENANT.  In the
      event that the parties are uncertain whether contamination found on the
      LEASED PROPERTY is attributable to the acts of third parties, TENANT or
      LANDLORD, TENANT shall be responsible for all costs arising from any
      proceedings, investigation and/or remediation of said
      contamination.  However, LANDLORD shall indemnify TENANT for any
      and all costs relating to any proceedings, investigation and/or
      remediation of said contamination that are found not to have been caused
      by TENANT upon completion of an investigation into the cause of the
      contamination.

            


    

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    


     

    
      	
              13.5

            	
              At
      the expiration of the Term of this Agreement or in the case of early
      termination and early delivery of the LEASED PROPERTY to LANDLORD, TENANT
      shall deliver to LANDLORD a “Site Abandonment Certificate” or its
      equivalent document in its original format as issued by the corresponding
      environmental authorities.  In the event that said Environmental
      Certificate makes reference to the finding of contamination deriving from
      the production process undertaken thereat by
      TENANT,   caused or generated by TENANT as a result of
      substances TENANT utilized on the LEASED PROPERTY, TENANT shall have the
      obligation of clearing and remediation said  situation in the
      LEASED PROPERTY at its sole cost and expense  and to comply with
      the guidelines established by the environmental authorities until TENANT
      has obtained the  remediation of the LEASED PROPERTY to the
      extent necessary to obtain a Release Resolution from the appropriate
      environmental authority .  In this case and while those works
      are being carried out, TENANT shall continue bound to pay the Monthly Rent
      to LANDLORD pursuant to the covenants under this Agreement until the day
      when LANDLORD receives  a copy of the “Release Resolution”
      indicating that the site has been totally released and remediated issued
      by the environmental authorities.

            


    

    


    
      	
              13.6

            	
              TENANT
      warrants and represents that it received the LEASED PROPERTY from LANDLORD
      free and had not been subject to any spill, accident of ecological nature
      or final disposal, or recycling of any material or waste considered
      hazardous pursuant to the terms of the Environmental Laws in Mexico, as of
      the date when TENANT received material possession of the LEASED PROPERTY
      on June 2, 2003.  LANDLORD binds itself to keep and maintain
      TENANT free and clear of any claim, and to defend, indemnify and hold
      TENANT harmless from any claims, actions, damages, penalties, fines,
      attorneys’ and consultants’ fees, costs or expenses arising out of acts
      occurring before TENANT occupied the LEASED PROPERTY, or arising out of
      the acts or omissions of third parties unrelated to TENANT, also binding
      itself to undertake any and all measures necessary and/or required by the
      corresponding environmental authorities in the subject of remediation,
      should this be ordered by the environmental authorities for contamination
      existing or occurring prior to TENANT’s occupancy of the LEASED PROPERTY,
      or resulting from the acts or omissions of third parties unrelated to
      TENANT.

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    


    


    FOURTEENTH.                                                      NOTICES
AND DELIVERIES.

    


    
      	
              14

            	
              All
      notices, deliveries and other communications required or permitted under
      this Agreement shall be made in writing and delivered directly to or in
      person and sent by either a courier service or certified registered mail
      postage pre-paid, via international courier (or if this service is not
      available as a result of any strike or any other cause out of the control
      of the party wishing to deliver such notification, then via available
      courier) addressed as follows:

            


    

    


    In the
case of LANDLORD:

    ELAMEX DE
JUAREZ, S. A. DE C. V.

    1800
Northwestern Dr.

    El Paso,
Texas, USA 79912

    Att’n:
Mr. Director of Finance

    


    cc:

    FERNANDEZ
Y ESPINO, JUAREZ, S.C.

    Blvd.
Tomas Fernandez #7930 Suite 301

    Oficinas
Campestre, Edificio “B”

    Cd.
Juárez, Chihuahua, México

    C.P.
32450

    Att’n:  Mr.
L. Roberto Fernández-Reyes

    


     

    In the
case of TENANT:

    NTERNATIONAL
MANUFACTURING SOLUTIONS OPERACIONES, S. DE R.L. DE C.V.

    Calle Mayas y Magneto
#7710

    Parque Industrial
Fernández

    Cd.
Juárez, Chihuahua, Mexico

    Att’n:
Sales Director

    


    cc:

    Align
Tech

    881
Martin Avenue

    Santa
Clara, California

    95050
U.S.A.Att’n.:CEO


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    


    


    or any
other domicile appointed by either of the parties to the other party in writing
with thirty (30) days in advance.  Any notice given through certified
or registered mail will be considered as delivered on the date that the return
receipt indicates that it was delivered to the addressee.

    


    FIFTEENTH.                                           RESTITUTION
AND HOLDOVER.

    


    
      	
              15.1

            	
              TENANT
      shall deliver to LANDLORD possession of the LEASED PROPERTY at the date of
      termination hereof by any cause or reason, in good condition and repair,
      save and except for the normal wear and tear for the passage of time,
      taking into consideration the maintenance obligation for the LEASED
      PROPERTY, subject to Clause 2.9.

            


    

     

    
      	
              15.2

            	
              All
      of the furniture, fixtures and equipment installed by TENANT since taking
      possession of the LEASED PROPERTY under the Original Lease shall continue
      to be the property of TENANT and shall be removed by TENANT at any time
      during the term hereof or at the end of the term of this Agreement and
      TENANT shall, at its sole cost and expense, repair any damage resulting
      from such installation or removal for the equipment and/or
      fixtures.

            


    

    


    
      	
               
      

            	
              15.3   Any
      article remaining in the LEASED PROPERTY after the termination of this
      Agreement may be deemed, at the election of LANDLORD, as abandoned by
      TENANT and LANDLORD may keep it and dispose of same in the manner as it
      sees fit without any obligation or responsibility vis-à-vis
      TENANT.

            


    

    


    
      	
              15.4

            	
              If
      at the conclusion of the INITIAL TERM, if TENANT does not vacate and
      deliver the LEASED PROPERTY to LANDLORD pursuant to the stipulations under
      this clause, TENANT shall pay to LANDLORD as monthly rent an amount equal
      to the last amount for Monthly Rent agreed during the term hereof, plus an
      amount equal to one hundred percent (100%) without such payment being
      construed as a waiver or an extension of any kind and such a consideration
      shall continue in full force and effect until TENANT totally vacates and
      delivers possession of the LEASED PROPERTY to
      LANDLORD.  Acceptance of such payment on the part of LANDLORD
      does not imply under any circumstance, any waiver to its rights to recover
      the LEASED PROPERTY and evict
TENANT.

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    


    


    SIXTEENTH.                                           INSURANCE.

    


    The
parties to this Agreement specifically agree as follows:

    


    
      	
              16.1

            	
              As
      of the COMMENCEMENT DATE and during the TERM hereof, TENANT at its own
      sole cost and expense shall obtain and maintain in full force and effect
      insurance policies covering the LEASED PROPERTY of the nature and for the
      amounts referred above:

            


    

    


    
      	
              A.-

            	
              A
      fire and explosion insurance called “Blanket Coverage” for the total cost
      of replacement of the building which for the purposes of this Agreement
      shall be the amount of $2,500,000.00 (Two million five hundred thousand
      Dollars 00/100) legal currency of the United States of America or its
      equivalent in Mexican Pesos at the rate of exchange in effect at the time
      when payment of the entire amount or a part thereof shall be made and
      which shall also include (i) the so-called “Extended Coverage” and (ii)
      Crossed Civil Liability which will cover not only goods and persons but
      any property for an amount of $1,000,000.00 (one million Dollars 00/100)
      legal currency of the United States of America or its equivalent in
      Mexican Currency at the rate of exchange in effect on the date which
      payment must be made.

            


    

    


    
      	
              B.-

            	
              An
      insurance covering consequential losses including the interruption of
      rents for TENANT’s loss of rents for up to twelve (12) months and the cost
      of removing debris in an amount not to exceed USD$ 390,000.00 (Three
      Hundred Ninety Thousand Dollars 00/100) legal currency of the United
      States Of America.

            


    

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    


     

    
      	
              16.2

            	
              The
      insurance and the coverage contemplated in this clause shall be issued by
      legally outstanding and enforceable insurance policies issued by U.S.
      insurance companies authorized to operate in
  Mexico.

            


    

    


    
      	
              16.3

            	
              All
      of the insurance policies contemplated hereunder, shall designate LANDLORD
      as additional insured and TENANT as the insured party. TENANT shall
      deliver, within thirty (30) days after the execution hereof, a copy of the
      certificate of insurance covering the LEASED
  PROPERTY.

            


    

    


    
      	
              16.4

            	
              TENANT
      will notify LANDLORD in writing at least thirty (30) days prior to
      cancellation of any of TENANT’s insurance policies required
      hereunder.

            


    

    


    
      	
              16.5

            	
              In
      the event of a casualty covered under TENANT’s insurance policies
      described above, TENANT shall immediately notify in writing LANDLORD and
      LANDLORD shall start the adjustment proceedings for such damages for which
      TENANT covenants and agrees to pay all the corresponding
      deductibles.  If the casualty results in the total destruction
      of the LEASED PROPERTY, the parties may terminate this Agreement without
      any further responsibility.

            


    

    


    
      	
              16.6

            	
              The
      entirety of the proceeds paid as a result of such damage or destruction
      minus the costs of fees and expenses if any incurred in the collection or
      performance of the insurance adjustments, shall be paid to LANDLORD or
      TENANT as their corresponding interests may appear to the fullest extent
      possible to repair and restore the condition and nature of the LEASED
      PROPERTY prior to the date when said damage or casualty took
      place.  To the extent that the insurance proceeds do not cover
      the full repair or replacement cost of the destroyed property, LANDLORD
      shall be responsible for paying the difference to restore the Building to
      its condition prior to TENANT’s
improvements.

            


    

    


    
      	
              16.7

            	
              All
      deductibles from the collection and performance of insurance coverage
      shall be borne and paid exclusively by TENANT, except if the casualty paid
      by the insurance company is the result of damages or destruction from
      causes attributed to LANDLORD.

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    


    


    SEVENTEENTH.                                           DESTRUCTION.-

    


    
      	
              17.1

            	
              In
      case of damage to or destruction of the Building or improvements on the
      LEASED PROPERTY, LANDLORD will promptly, and with the proceeds received
      from the insurance company that issued the corresponding policy, make such
      repairs, restoration or rebuilding to the extent that is necessary to
      provide the TENANT with premises of equal utility, design and construction
      to that which existed prior to such damage or destruction; and this Lease
      shall remain in full force and effect during the time such repairs,
      restoration or rebuilding are/is being effected, in the understanding that
      in the event such damages are caused by LANDLORD, TENANT shall be entitled
      to a reduction in the rental payable hereunder while such repairs,
      restorations or rebuilding are/is being made, to be in the same proportion
      by which the area of the Building TENANT is prevented to occupy because of
      such damage.

            


    

    


    
      	
              17.2

            	
              In
      the event that such repairs, restoration or rebuilding cannot be
      accomplished within one hundred eighty (180) days after occurrence of the
      damage or destruction (in accordance with a reasonable estimate), and said
      damage or destruction is not attributable to TENANT, TENANT may, at its
      option, terminate this Agreement upon written notice to the LANDLORD
      mailed within thirty (30) days of the date when TENANT receives LANDLORD’s
      written notification that restoration shall not be completed within a one
      hundred eighty (180) day
period.

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    


    EIGHTEENTH.                                           GUARANTY.

    


    Align
Tech (also referred to as “Guarantor”, only for the purpose of the guaranty set
forth in this clause), a Delaware Corporation, incorporated and domiciled in the
United States of America, with principal offices at 881 Martin Avenue, Santa
Clara, State of California, 95050, United States of America, shall obtain and
deliver to LANDLORD, concurrently with the execution of this Agreement, a
document substantially in the same format as Exhibit “F”, duly signed by a
legal representative of Align, and certified by a Notary Public, in which this
latter party shall constitute itself as guarantor of TENANT in the full and
exact compliance with all of the obligations assumed by TENANT, pursuant to this
Agreement, and such guaranty shall be valid and enforceable throughout the TERM
of this Agreement, even though such a term may be extended in order to cover a
period longer than the one set forth herein.  Further, the parties
agree that this guaranty shall replace any prior guaranty and shall also cover
and guaranty obligations remaining under the Original Lease.

     

    


    NINETEENTH.                                           SUBORDINATION.

    


    
      	
              19.1

            	
              TENANT
      covenants and agrees that, at the request of LANDLORD, this Agreement
      shall be subordinated to any mortgage placed on the LEASED PROPERTY so
      long as the creditor agrees not to alter or disturb the possession and
      occupancy and other rights of TENANT deriving from this
      Agreement.  In any event and for the protection of TENANT, in
      the case of subrogation, the provisions contemplated under Article 2,308
      of  the Civil Code for the State of Chihuahua shall apply. In
      the event of judicial auction through special foreclosure proceedings or
      any other proceeding, the creditor shall accept the LEASED PROPERTY
      subject to the compliance with the terms hereof and shall undertake any
      and all obligations of LANDLORD pursuant to this
  Agreement.

            


    

    


    
      	
              19.2

            	
              Estoppel
      Certificate; Financial Statements. TENANT and Guarantor shall
      deliver, within ten (10) days after LANDLORD's written request therefore,
      a certificate to the party designated in such request, in the form
      supplied, certifying that this Lease is unmodified and in full force and
      effect (or stating any modifications then in effect), that there are no
      defenses or offsets thereto (or stating those claimed by TENANT), the
      dates to which rent has been paid, and as to any other information
      reasonably requested.  Tenant and Guarantor further agree that,
      within ten (10) days after Landlord’s request therefore, both shall
      deliver to Landlord accurate audited annual financial statements and
      quarterly (or such other period for which interim financial statements are
      prepared) unaudited financial statements, all prepared in accordance with
      recognized accounting principles, provided however, that in the event that
      Tenant or Guarantor is a public company and current with required
      financial filings required for such public company then no such
      audited/un-audited financial statements will be required for such
      unless it is required by Landlord for a loan process request
      process or similar event.

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    


    


    
      	
               
      

            	
              TWENTIETH.

            	
              EVENTS
      OF TERMINATION ATTRIBUTABLE TO
TENANT.

            


    

    


    
      	
              20.1

            	
              TENANT
      expressly covenants and agrees that LANDLORD shall have the right, subject
      to Clause 20.4, to terminate this Agreement without the need of judicial
      order in any of the following cases, provided however in each instance
      (a-h) below, such will be considered defaults under the agreement and
      TENANT, shall have the time period to cure as set forth in Section
      20.4:

            


    

    


     

    
      	
              a)

            	
              For
      the lack of timely payment in more than two Monthly Rents pursuant to the
      terms hereof.

            


    

    


     

    
      	
              b)

            	
              If
      TENANT utilizes the LEASED PROPERTY for a purpose other than the one
      contemplated in Clause 2.1 of this
Agreement.

            


    

    


     

    
      	
              c)

            	
              For
      a use given by TENANT to the LEASED PROPERTY contrary to the obligation
      assumed by TENANT hereunder or, for serious damage caused by the
      negligence of TENANT or TENANT’s employees to the LEASED PROPERTY, except
      if said damage is covered under the insurance policies mentioned in Clause
      16 hereof.

            


    

    


     

    
      	
              d)

            	
              In
      the case of sublease of the LEASED PROPERTY in violation of the provisions
      under Clause 9 of this
Agreement.

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    


    


     

    
      	
              e)

            	
              If
      TENANT changes the form of the LEASED PROPERTY without the express
      and   previous written consent of
  LANDLORD.

            


    

    


     

    
      	
              f)

            	
              For
      failure to maintain the insurance coverage contemplated under this
      Agreement.

            


    

    


     

    
      	
              g)

            	
              For
      failure to maintain in full force and effect the guaranty contemplated
      under Clause 18 of this Agreement.

            


    

    


     

    
      	
              h)

            	
              For
      any violation to the applicable laws or any other cause contemplated in
      the Civil Code for the State of
Chihuahua.

            


    

    


     

    
      	
              20.2

            	
              TENANT
      expressly binds itself that as the result of this Agreement, any of the
      causes of termination listed in this Clause, after the applicable default
      notice and cure period shall give rise to immediate termination hereof
      without the need of judicial declaration or order in that respect and
      TENANT binds itself to deliver, except if the request from LANDLORD, full
      possession of the LEASED PROPERTY pursuant to the terms
      hereof.

            


    

    


    
      	
              20.3

            	
              In
      the event of termination of this Agreement for a cause attributable to
      TENANT, LANDLORD shall have the right to withhold any and all amounts
      which had been delivered to LANDLORD as anticipated rent payment or
      deposit and to apply same to any amount owing by TENANT hereunder without
      prejudice of any other right which LANDLORD may have.  In
      addition to the foregoing and in the case of unilateral termination by
      LANDLORD for any of the causes recited under sections “a” through “h” of
      Clause 20.1 above and if TENANT’s Guarantor under  Clause
      Eighteenth hereof has not cured such default and subject to 20.4 below,
      LANDLORD shall have the right to collect, and TENANT shall be bound to
      pay, as damages balance of the rent due to LANDLORD from the time LANDLORD
      declares the early termination of this Lease for breach through the
      TERMINATION DATE in one
payment.

            


    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    


    


    
      	
              20.4

            	
              For
      any monetary default, TENANT and TENANT’s Guarantor shall have a ten (10)
      day period to cure after receiving LANDLORD’s written notice to TENANT,
      informing TENANT of its breach; and for any non-monetary default, TENANT
      shall have a thirty (30) day period to cure after receiving LANDLORD’s
      written notice to TENANT, informing TENANT of its breach.  In
      the case of a non-monetary default which is not capable of being cured
      within thirty (30) days, it shall be sufficient for TENANT to start to
      cure within the thirty (30) day period and to diligently prosecute the
      work to completion thereafter.

            


    

    


    TWENTY-FIRST.                                           LABOR
RESPONSIBILITY.

    


    
      	
              21.1

            	
              TENANT
      shall assume full responsibility for all its employees and persons hired
      for carrying out the activities of TENANT in the LEASED PROPERTY, and
      TENANT binds itself to strictly comply with all of its obligations as
      employer with respect to such employees, under the Federal Labor Law of
      Mexico, the Mexican Law for Social Security, the Mexican Law for the
      National Housing Institute and any other regulations or rules issued
      pursuant to the applicable law in that
respect.

            


    

    


    
      	
              21.2

            	
              TENANT
      expressly binds and agrees to indemnify and maintain free and clear
      LANDLORD in the case of any claim filed by any employee or worker of
      TENANT as well as any claim submitted by the Mexican Social Security
      Institute or the National Housing Institute for TENANT’s failure to make
      the payment of the corresponding fees and dues with respect to all of its
      employees assigned to or hired for the performance of TENANT’s business
      activities within the LEASED
PROPERTY.

            


    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    


    
      	
              TWENTY-SECOND.-

            	
              MISCELLANEOUS.-

            


    

    


    
      	
              22.1

            	
              Failure
      on the part of any party hereto to request payment of any damages for a
      violation of the provisions of this Agreement, or the insistence in the
      compliance with any covenant under this Agreement, unless there is an
      express waiver on the part of the affected party, shall not affect the
      exercise or right to exercise any subsequent action on the part of the
      injured party under the argument that said action would not have
      constituted a violation since it has the same legal force and effect that
      any breach hereto.

            


    

    


    
      	
              22.2

            	
              All
      of the information contained in this Agreement and any documents which may
      be delivered on the part of any other party pursuant to this Agreement
      shall be true and accurate and will not be false or inaccurate with
      respect to any material, act or fact and, with respect to all the
      representations and warranties made herein, same are true, correct and
      accurate throughout this Agreement.

            


    

    


    
      	
              22.3

            	
              The
      parties may execute this Agreement in counterparts (and each party shall
      execute three originals) which all of them together shall be signed by the
      parties and each counterpart with the original signature of the parties’
      representative shall be considered as an original vis-à-vis the party who
      signed it.

            


    

    


    
      	
              22.4

            	
              In
      the event that any of the parties hereto fails to exercise an action
      against the other in order to protect certain rights contemplated under
      this Agreement, such failure shall not be considered as a waiver of any
      other rights contained and/or contemplated
  hereunder.

            


    

    


    
      	
              22.5

            	
              The
      terms of this Agreement may only be modified by mutual agreement in
      writing duly signed by the parties and their respective legal
      representatives.

            


    

    


    
      	
              22.6

            	
              The
      parties expressly agree to maintain the contents of this Agreement, as
      well as the terms of the transactions contemplated hereunder, in strict
      confidentiality and no disclosure to the press with respect to this
      transaction may be done by neither of the parties without the prior
      written consent of the other.

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    


    


    
      	
              22.7

            	
              In
      the case that any of the parties hereto exercises any action against the
      other with the purpose of demanding compliance with this Agreement, the
      party prevailing in such action shall be entitled to recover reasonable
      attorney’s fees for the lawyer or lawyers hired by the prevailing
      party.

            


    

    


    
      	
              22.8

            	
              In
      the event that either one of the parties requests an amendment to this
      Agreement, each party will bear its own legal fees so long as the parties
      agree on the amendment.

            


    

    


    
      	
              22.9

            	
              This
      Agreement is executed in Spanish and English, and in case of discrepancy
      the Spanish version shall prevail.

            


    

    


    
      	
               
      

            	
              22.10 The parties
      expressly covenant that this Agreement shall be governed and construed
      pursuant to the terms of the Civil Code for the State of Chihuaha and the
      Code of Civil Procedures for the State of Chihuahua in effect and any
      other laws and regulations applicable in the United Mexican
      States.  For all matters relating to the interpretation and
      enforcement of this Agreement, the parties hereto expressly submit
      themselves to the jurisdiction of the Civil Courts in Cd. Juárez,
      Chihuahua, Mexico, expressly waiving any other jurisdiction which may
      correspond them by virtue of their nationality or their current or future
      domiciles or for any other reason.

            


    

    


    
      	
               
      

            	
              22.11 TENANT hereby
      expressly agrees and acknowledges that the option to purchase the LEASED
      PROPERTY contained in Clause 12 of a certain lease agreement between
      LANDLORD and TENANT dated November 3, 2004 regarding the LEASED PROPERTY
      is hereby terminated and shall no longer be in
  effect.

            


    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              23.12 Right of Last
      Look.  LANDLORD hereby grants TENANT a Right of Last Look (as
      hereinafter described) with respect to the potential sale of the LEASED
      PROPERTY to a third party. LANDLORD shall be entitled to
      proceed  with the sale of the LEASED PROPERTY and, once LANDLORD
      receives a firm offer from a potential buyer for the purchase of the
      LEASED PROPERTY, before LANDLORD proceeds with the sale of the LEASED
      PROPERTY, LANDLORD shall notify in writing to TENANT the terms and
      conditions under which LANDLORD intends to conduct the sale of the LEASED
      PROPERTY; within the term not to exceed ten (10) days after TENANT has
      received notification and the information relative to the perspective
      sale, TENANT shall notify LANDLORD of its intention to match the terms and
      conditions offered by such a third party to LANDLORD and proceed with the
      purchase of the LEASED PROPERTY. In such case, TENANT shall meet those
      terms and conditions and pay the purchase price in a term not to exceed
      fifteen (15) calendar days after the notification of the purchase by a
      third party. In order to demonstrate TENANT’S intention to match the terms
      and conditions offered by a third party to LANDLORD for the purchase of
      the LEASE PROPERTY, together with its notification of its intention to
      purchase, TENANT shall deliver to LANDLORD the equivalent of ten percent
      (10%) of the purchase price via a certified or a cashier’s check, the
      balance of the purchase price to be delivered to LANDLORD in readily
      available and unencumbered funds at the time of
      closing.   However, if that transaction does not take place
      for a reason attributable to TENANT, TENANT shall forfeit and forever
      loose any right with respect to such deposit.  This procedure
      shall vest and be reinstated if the sale of LEASE PROPERTY does not
      materialize for a reason attributable to
  LANDLORD.

            


    

    


    
      	
              22.13

            	
              TENANT
      expressly recognizes that it has occupied the LEASED PROPERTY since,
      approximately June 2, 2003 for which it is in the agreement with the
      condition currently presented by the LEASED PROPERTY, and expressly
      represents to know same and that it is suitable for its intended purposes
      in compliance herewith.

            


    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    


    


    
      	
              22.14

            	
              TENANT
      shall allow LANDLORD, with 24 hour prior written notice, access to inspect
      the LEASED PROPERTY including,
      without limitation, showing the Premises to prospective tenants,
      purchasers or lenders and to verify that TENANT is in compliance with its
      maintenance obligations.  The inspection shall not interfere or
      be a hindrance to TENANT’S operations and shall be conducted during
      regular business hours.

            


    

    


    IN VIEW
OF THE FOREGOING, the parties sign this Agreement on July 31, 2008.

     

    LANDLORD

    ELAMEX DE
JUAREZ, S.A. DE C.V.

    


    


    By:
_/s/ Alma Delia Diaz
Bustillos

    Alma
Delia Díaz Bustillos

    Attorney-in-Fact

    


    


    TENANT

    INTERNATIONAL
MANUFACTURING SOLUTIONS OPERACIONES,

    S. DE
R.L. DE C.V

    


    By:
_/s/ Toby Malcolm
Spoon Middleton

    Toby
Malcolm Spoon Middleton

    Attorney-in-Fact

    


    


    Guarantor

    and

    Align

    Align
Tech

    


      By:
_/s/ Thomas M.
Prescott

    Thomas
Prescott

    Chief
Executive Officer

    


    


    8258
07.31.08 final version


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    EXHIBITS

    


    


    Exhibit
“A”                                           Plot
of Land and Building*

    


    Exhibit
“B”                                           LANDLORD’s
Power of Attorney*

    


    Exhibit
“C”                                           TENANT’s
Power of Attorney*

    


    
      	
              Exhibit
    “D”

            	
              List
      of improvements, construction, modifications or alterations found
      installed in the LEASED PROPERTY at the execution of the Lease
      Agreement*

            


    

    


    Exhibit
“E”                                           Installations,
Infrastructure & Fixtures’ Inventory*

    


    Exhibit
“D”                                           Guaranty

    


    *
Schedules have been omitted but will be provided to the U.S. Securities and
Exchange Commission upon request.

    



    
      
         


      

      
        32