Exhibit 10.1

EMPLOYMENT AGREEMENT
(Salaried Employees)

      THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 10th day of January , 20 06 , by and between Les M. Taeger (“Individual”) and OrthoLogic Corp., a Delaware corporation (“Company”). This Agreement is effective as of the 16 ^th day of January , 20 06 .

     1.  Employment at Will . Employment by the Company is at-will and either the Company or Individual can terminate the employment relationship, with or without cause, notice or procedural formality, for no reason or for any reason not prohibited by law, at any time. No individual associated with the Company, other than the President, has authority to make any agreement to the contrary, or any agreement for employment for any specified period of time. Any such agreement by the President must be in writing and signed by the President to be effective.

     2.  Compensation . Company shall pay Individual a salary every two weeks of $ 6,730.77 . Company shall grant to Individual options to purchase 150,000 shares of Company common stock, subject to the terms, conditions and vesting schedule set forth in a Letter of Grant to be executed and delivered in connection with Individual’s commencement of employment. Company may also provide benefits similar to those described in the OrthoLogic Policies Booklet, however, those benefits may be modified from time to time by the Company and the Policies Booklet shall not become part of this Agreement. Moreover, because of the Individual’s work location and the nature of Individual’s job duties, some policies such as Paid Time Off and Family and Medical Leave may not apply.

     3.  Duties . Individual agrees to use his or her best efforts to comply with any and all rules of conduct established by the Company and to perform any and all assigned duties in a manner that is acceptable to the Company.

     4.  Governing Law . This Agreement is entered into in Arizona and shall in all respects be interpreted, construed and governed by and in accordance with the laws of the State of Arizona. By signing this agreement, the parties submit themselves to the jurisdiction of the courts of the State of Arizona, located in Maricopa County, for the purpose of resolving any and all disputes arising out of the Individual’s employment with the Company.

     5.  Whole Agreement . This Agreement, the Intellectual Property, Confidentiality and Non-Competition Agreement (Employees), Indemnification Agreement and documents regarding the grant of stock options entered into concurrently with this Agreement embody all the representations, warranties, covenants and agreements between the parties and no other representations, warranties, covenants, understandings or agreements exist.

     6.  Amendment . This Agreement may not be amended orally but only by an instrument in writing executed by the Company and the Individual.

Company:		Individual:
By: /s/ James M. Pusey		Signature: /s/ Les M. Taeger
Title: President, Chief Exective Officer		Print Name: Les M. Taeger
Date: January 10, 2006		Date: January 10, 2006

Exhibit 10.2

INTELLECTUAL PROPERTY, CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT
(EMPLOYEES)

     This Agreement made as of the 10th day of January , 20 06 , will be effective as of the 16 ^th day of January , 20 06 , between OrthoLogic, Corp., a Delaware corporation with its principal place of business in Arizona (the “Company”) and Les M. Taeger , an employee of the Company (the “Employee”).

RECITALS

     A. The Employee is engaged by the Company, or is about to be engaged by the Company, as an employee (the “Engagement”).

     B. The Employee has been, or will be, given access by the Company to confidential and proprietary information of the Company.

     C. The Company has retained the Employee pursuant to the terms of the Engagement. If Employee is already employed, the Company is offering the Employee new employment benefits and/or other consideration in exchange for the Employee’s promise to abide by the terms of this Agreement.

     D. During the term of the Engagement, Employee may, in the course of providing services under the Engagement, create or develop Inventions and/or Creations for the Company, as defined herein, that are intended to be owned exclusively by the Company, and the parties understand that Company shall exclusively own all Inventions and Creations.

AGREEMENTS

     IN CONSIDERATION of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Employee and the Company agree as follows:

     1.  Nondisclosure of Proprietary Information . The Company invents, develops, manufactures and markets processes and products that involve experimental or inventive work. The Company’s success depends upon the protection of these processes and products by patent, by copyright, or by secrecy. The Employee has had, or may have, access to the Company’s Proprietary Information, as defined in this Section 1. Access to this Proprietary Information is given to the Employee only if the Employee agrees to keep that information secret as follows:

     (a) “Proprietary Information” is all information, in whatever form, tangible or intangible, pertaining in any manner to the business of the Company, or any of its agents or employees, which was produced by any employee, consultant, or other independent employee of the Company including: (i) any and all methods, inventions, improvements, information, data or discoveries, whether or not patentable, that are secret, proprietary, confidential or generally undisclosed, (including information originated or provided by the Employee) in any area of knowledge, including information concerning trade secrets, processes, software, products, patents, patent applications, inventions, formulae, apparatus, techniques, technical data, clinical

data, clinical trials, improvements, specifications, servicing, attributes and relative attributes relating to any of the Company’s equipment, devices, processes, or products, or research and development thereof; and (ii) the identities of the Company’s customers and potential customers (“Customers”) including Customers the Employee successfully cultivates or maintains during this Engagement using the Company’s products, name or infrastructure and the identities of contact persons at Customers including the preferences, likes, dislikes and technical and other requirements of Customers and contact persons with respect to product types, pricing, sales calls, timing, sales terms, rental terms, lease terms, service plans, and other marketing terms and techniques; (iii) the Company’s business methods, practices, strategies, forecasts, know-how, pricing, and marketing plans and techniques; (iv) the identity of key accounts, the identity of potential key accounts; and (v) the identities of the Company’s key employees. Proprietary Information shall not include information which (i) is known to Employee on a non-confidential basis prior to the Engagement with the Company; (ii) is or hereafter becomes known to the general public without breach or fault on the part of Employee; or (iii) is required to be disclosed in a judicial proceeding (including a proceeding to enforce this Agreement), or is otherwise required to be disclosed by law.

     (b) The Employee acknowledges that the Company has exclusive property rights to all Proprietary Information and the Employee hereby assigns any and all rights Employee might otherwise possess in any Proprietary Information to the Company. Except as required in the performance of the duties of this Engagement with the Company, the Employee will not at any time during or after the term of this Engagement, without the prior written consent of the Company, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information or any other information of a secret, proprietary, confidential or general undisclosed nature relating to the Company, its products, Customers, processes or services, including information relating to testing, research, development, manufacturing, marketing or selling.

     (c) All documents, records, notebooks, notes, memoranda, data bases, and similar repositories containing Proprietary Information made or compiled by the Employee at any time, including any and all copies thereof, are and shall be the property of the Company, shall be held by Employee in trust solely for the benefit of the Company, and shall be delivered to the Company by Employee on the termination of this Engagement or at any other time upon the request of the Company.

     (d) The Employee agrees to certify in writing at or before final termination of the Engagement that the Employee no longer has in the Employee’s possession, custody or control, any copies of any business documents generated at or relating to the Company nor any Proprietary Information, whether in hard copy, on a computer’s hard drive, on disks or in any other form or media.

     (e) All information regarding the Company’s business disclosed to, learned by or developed by the Employee during the course of the Engagement shall be presumed to be Proprietary Information.

     (f) The Employee agrees to provide notification, at the start of any new engagement or employment, to all subsequent employers or contracting parties who are involved in any way in the medical products or services industry or are otherwise competitors of the Company, of the terms and conditions of this Agreement, along with a copy of this Agreement.

     2.  Inventions .

     (a) “Inventions” shall include discoveries, concepts, and ideas, whether patentable or not, including improvements, know-how, data, processes, methods, formulae, and techniques, concerning any past, present or prospective Company activities that the Employee makes, discovers or conceives (whether or not during the hours of this Engagement or with the use of the Company’s facilities, materials or personnel), either solely or jointly with others during this Engagement by the Company and, if based on or related to Proprietary Information, at any time after termination of such Engagement. All Inventions shall be solely the property of the Company and the Employee agrees to perform the requirements of this Section with respect thereto without the payment by the Company of any royalty or any consideration other than as provided in this Agreement.

     (b) The Employee shall maintain written notebooks in which Employee shall set forth on a current basis information as to all Inventions describing in detail the procedures employed and the results achieved as well as information as to any studies or research projects undertaken on the Company’s behalf, whether or not in the Employee’s opinion a given project has resulted in an Invention. The written notebooks shall at all times be the property of the Company and shall be surrendered to the Company upon termination of this Engagement or upon request of the Company.

     (c) The Employee shall apply, at the Company’s request and expense, for United States and foreign letters patent either in the Employee’s name or otherwise as the Company shall desire.

     (d) The Employee hereby assigns to the Company all of Employee’s rights to Inventions, applications for United States Patent and/or foreign letters patent and to United States and/or foreign letters patent granted upon Inventions, including without limitation, all renewals, reissues, extensions, continuations, divisions or continuations-in-part thereof.

     (e) The Employee shall acknowledge and deliver promptly to the Company without charge to the Company but at its expense such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Employee’s inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee.

     (f) The Employee’s obligation to assist the Company in obtaining and enforcing patents for Inventions in any and all countries shall continue beyond the Engagement, but the Company shall compensate the Employee at a reasonable rate for time actually spent at the Company’s request on such assistance. If the Company is unable for any reason whatsoever

to secure the Employee’s signature to any lawful and necessary document required to apply for or execute any patent application with respect to any Inventions, including renewals, reissues, extensions, continuations, divisions or continuations-in-part thereof, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as agents and attorneys-in-fact to act for and in Employee’s behalf and instead of the Employee, to execute and file any application and to do all other lawful permitted acts to further the prosecution and issuance of patents with the same legal force and effect as if executed by the Employee.

     (g) As a matter of record the Employee has identified on Exhibit A, attached hereto, all inventions or improvements relevant to the activity of the Company which have been made or conceived or first reduced to practice by the Employee alone or jointly with others prior to Engagement by the Company, that Employee desires to remove from the operation of this Section 2; and the Employee covenants that such list is complete. If there is no such list or if no Exhibit A is attached, the Employee represents that no such inventions and improvements have been made at the time of signing this Agreement.

     (h) The Employee will not assert any rights under any inventions, discoveries, concepts or ideas, or improvements thereof, or know-how related thereto, as having been made or acquired prior to engagement by the Company or during the term of Engagement if based on or otherwise related to Proprietary Information.

     (i) No provisions of this Section shall be deemed to limit the restrictions applicable to the Employee under Section 1.

     3.  Creations .

     (a) “Creations” shall include, without limitation, all designs, logos, slogans, improvements, plans, developments, marks, names, symbols, phrases, graphics, advertising, images, art work, processes, business methods, trade secrets, any and all copyrightable expression, all copyrightable works, and all patentable subject matter, in all media (whether existing now or to be invented), whether or not protected by statute, including all derivative works.

     (b) Creations, whether conceived, created, made, developed, or acquired by or for Employee as a result of the work performed during the Engagement shall be deemed “work made for hire” under the United States Copyright laws, Title 17 of the United States Code, and Company will be deemed the author of the Work Product.

     (c) Employee hereby assigns to Company its entire right, title, and interest, if any, in and to any and all Creations, including without limitation all copyright rights, patent rights, trade secrets, trademark rights and associated goodwill, along with all rights to derivative works and the right to apply for and obtain any applicable registrations and all other available legal protections for the Creations.

     (d) The Employee shall acknowledge and deliver promptly to the Company without charge to the Company but at its expense such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Employee’s creation, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce any applicable registrations relating to the Creations and to vest the entire right and title thereto in the Company or its nominee.

     4.  Shop Rights . The Company shall also have the royalty-free right to use in its business, and to make, use and sell products, processes and/or services derived from any inventions, discoveries, concepts and ideas, whether or not patentable, including processes, methods, formulas and techniques, as well as improvements thereof or know-how related thereto, which are not within the scope of Inventions as defined in Section 2 but which are conceived or made by the Employee during the period Employee is engaged by the Company or with the use or assistance of the Company’s facilities, materials or personnel.

     5.  Non-solicitation of Customers or Employees of Company .

     (a) During the Customer Non-Solicitation Term (as hereinafter defined), Employee agrees not to solicit or call on, either for Employee or on behalf of any third party or entity, any Customer, with or for whom Employee had any contact or notice of during the Engagement unless the products or service represented do not compete with any of the products or services sold by the Company.

     (b) During the Employee Non-Solicitation Term (as hereinafter defined), the Employee will not solicit any of the Company’s employees for a competing business or otherwise induce or attempt to induce such employees to terminate their employment with the Company.

     (c) “Customer Non-Solicitation Term” shall refer to a period of one year after the termination of the Engagement unless a court of competent jurisdiction finds such definition unenforceable, in which case the “Customer Non-Solicitation Term” shall refer to a period of six months after the termination of the Engagement, unless a court of competent jurisdiction finds such definition to be unenforceable, in which case “Customer Non-Solicitation Term” shall refer to a period of three months after the termination of the Engagement.

     (d) “Employee Non-Solicitation Term” shall refer to a period of one year after the termination of the Engagement unless a court of competent jurisdiction finds such definition unenforceable, in which case the “Employee Non-Solicitation Term” shall refer to a period of six months after the termination of the Engagement, unless a court of competent jurisdiction finds such definition to be unenforceable, in which case “Employee Non-Solicitation Term” shall refer to a period of three months after the termination of the Engagement.

     6.  Exclusive Engagement . During the period of this Engagement by the Company, the Employee shall not, without the Company’s express written consent, engage in any employment, consulting activity or business other than for the Company. Activity as a passive investor in or outside director for another business enterprise shall not be considered a violation of this Section for so long as such business enterprise is not competing or conducting business

with the Company and so long as such activities do not adversely impact Employee’s performance of job duties.

     7.  Non-Compete . The parties acknowledge that the Employee has acquired or will acquire much knowledge and information concerning the Company’s business and Customers as the result of the Employee’s Engagement. The parties further acknowledge that the scope of business in which the Company is engaged is nationwide and very competitive, that such business is one in which few companies can compete successfully, and that competition by the Employee in that business would injure the Company severely. Accordingly, Employee agrees that during this Engagement and through the Non-Compete Term (as hereinafter defined), Employee will not take any of the following actions with respect to any customer that Employee worked with during the engagement:

     (a) Directly or indirectly, sell or attempt to sell products for or on behalf of any business that manufactures, assembles, distributes, offers or sells any products that compete with products manufactured, assembled, distributed, offered or sold by the Company;

     (b) Persuade or attempt to persuade any Customer or client to which the Company has made a proposal or sale, or with which the Company has been having discussions, not to transact business with the Company, or instead to transact business with another person or organization;

     (c) Solicit the business of any company that has been a Customer or client of the Company at any time during the Employee’s Engagement by the Company, provided, however, if the Employee becomes employed by or represents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, such contact shall be permissible; or

     (d) Work directly or indirectly in any position that could result in the disclosure of Proprietary Information.

     “Non-Compete Term” shall mean a period of one year following the termination of the Engagement unless a court of competent jurisdiction finds such definition to be unenforceable, in which case “Non-Compete Term” shall mean a period of six months following the termination of the Engagement, unless a court of competent jurisdiction finds such definition to be unenforceable, in which case “Non-Compete Term” shall mean a period of three months following the termination of the Engagement.

     8.  Compliance with Law and Amendment by Court. If there is any conflict between any provision of this Agreement and any statute, law, regulation or judicial precedent, the latter shall prevail, but the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring them within the requirements of the law. If any part of this Agreement shall be held by a court of proper jurisdiction to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account thereof, but: (i) the balance of the Agreement shall continue in full force and effect unless such construction would clearly be contrary to the intention of the parties or would result in an unconscionable injustice; and (ii) the

court shall amend the Agreement to the extent necessary to make the Agreement valid and enforceable.

     9.  Freedom From Engagement Restrictions . The Employee represents and warrants that the Employee has not entered into any agreement, whether express, implied, oral, or written, that poses an impediment to the Employee’s Engagement by the Company including the Employee’s compliance with the terms of this Agreement. In particular, the Employee is not subject to a preexisting non-competition agreement, and no restrictions or limitations exist respecting the Employee’s ability to perform fully the Employee’s obligations with the Company including the Employee’s compliance with the terms of this Agreement.

     10.  Third Party Trade Secrets . During the Employee’s Engagement by the Company, the Employee agrees not to copy, refer to, or in any way use information which is proprietary to any third party (including any previous employer). The Employee represents and warrants that the Employee has not improperly taken any documents, listings, hardware, software, discs, or any other tangible medium that embodies proprietary information from any third party, and that the Employee does not intend to copy, refer to, or in any way use information which is proprietary to any third party in performing the Employee’s duties for the Company.

     11.  Legitimate Business Purpose. Employee hereby acknowledges and agrees that each and every provision of this Agreement serves a legitimate business purpose and exists to protect the legitimate business interests of the Company.

     12.  Injunctive Relief; Legal Fees . The Employee acknowledges that a breach of this Agreement is likely to result in irreparable and unreasonable harm to the Company, that damages caused by a breach would be extremely difficult to calculate, and that injunctive relief, as well as damages, would be appropriate. If the Employee breaches this Agreement as determined by a court of competent jurisdiction, the Employee shall promptly reimburse the Company for all reasonable legal fees (and disbursements) incurred by the Company to enforce this Agreement or to pursue remedies arising as a result of such breach.

     13.  Successors and Assigns . This Agreement is personal to the Employee and may not be assigned by Employee. Any and all rights acknowledged or granted to the Company under this Agreement may be freely assigned by the Company.

     14.  Prior Agreements; Waiver . If Employee currently has a written confidentiality or non-compete agreement with the Company, this Agreement will supersede all provisions of that agreement that cover the same subject matter as this Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter contained in it and supersedes those provisions of all prior and contemporaneous agreements, representations and understandings of the parties pertaining to the same subject matter. No waiver of any of the provisions of this Agreement shall be deemed to, or shall constitute a waiver of, any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

     15.  Governing Law . This Agreement is entered into in Arizona and shall be governed by the laws of the State of Arizona for all purposes. The parties hereby submit themselves to the courts of the State of Arizona, located in the County of Maricopa, for the purpose of personal jurisdiction in any action to enforce this Agreement.

     16.  Construction . The language in all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either party. The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement in any way. All terms used in one number or gender shall be construed to include any other number or gender as the context may require. The parties agree that each party has reviewed this Agreement and has had the opportunity to have counsel review the same and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. Whenever the words “include,” “includes,” or “including” are used in the Agreement, they shall be deemed to be followed by the words “without limitation.”

     17.  Consultation . The Employee is advised to obtain the advice of legal counsel before signing this Agreement. By their signatures below, the Employee and the Company’s representative acknowledge that they have each read the entire contents of this Agreement, that they fully understand the terms and conditions hereof, and that each has independently had an opportunity to review and discuss the Agreement with the advisor(s) or counsel of their respective choosing.

OrthoLogic Corp.

/s/ James M. Pusey

James M. Pusey

For the Company

Employee’s Signature: /s/ Les M. Taeger                    

Print Name and Title of the Employee: Les M. Taeger, Senior Vice President, Chief Financial
Officer

Date: January 10, 2006                     

EXHIBIT A

Ladies and Gentlemen:

     The following is a complete list of all inventions or improvements relevant to the subject matter of my engagement by OrthoLogic (the “Company”) which have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:

		X    No inventions or improvements
		___    See below
		___Additional sheets attached

Name: /s/ Les M. Taeger                    

Date: 1-10-06                    

Exhibit 10.3

INDEMNIFICATION AGREEMENT

     This Indemnification Agreement (the “Agreement”), which shall be effective as of January 16, 2006, is by and between OrthoLogic Corp., a Delaware corporation (the “Company”), and Les M. Taeger (the “Indemnitee”).

RECITALS

     A. Management of the Company believes that it is essential for the Company to be able to retain and attract as directors and officers the most capable persons available.

     B. Indemnitee currently is an Officer of the Company.

     C. Both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers, and former directors and officers, of public companies in today’s environment.

     D. In recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner and in part to provide Indemnitee with specific contractual assurance that the indemnification protection provided by the Certificate of Incorporation and Bylaws of the Company will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Certificate of Incorporation and Bylaws or any change in the composition of the Company’s Board of Directors or any acquisition transaction relating to the Company), and in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

COVENANTS

     In consideration of the promises in this Agreement, and intending to be legally bound hereby, the parties agree as follows:

     1.  Certain Definitions .

          (a) Change in Control : shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for

election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all the Company’s assets.

          (b) Claim : any threatened, pending or completed action, suit, proceeding or alternate dispute resolution mechanism, or any inquiry, hearing or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternate dispute resolution mechanism, whether civil, criminal, administrative, investigative or other.

          (c) Expenses : include attorneys’ fees and all other costs, travel expenses, fees of experts, transcript costs, filing fees, witness fees, telephone charges, postage, delivery service fees, expenses and obligations of any nature whatsoever paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event.

          (d) Indemnifiable Event : any event or occurrence that takes place either prior to or after the execution of this Agreement related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

          (e) Potential Change in Control : shall be deemed to have occurred if (i) the Company enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

          (f) Reviewing Party : any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

          (g) Independent Legal Counsel : Independent Legal Counsel shall refer to an attorney, selected in accordance with the provisions of Section 3 hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than in connection with seeking indemnification under this Agreement). Independent Legal Counsel shall not be any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement, nor shall Independent Legal Counsel be any person who has been sanctioned or censured for ethical violations of applicable standards of professional conduct.

          (h) Voting Securities : any securities of the Company which vote generally in the election of directors.

     2.  Basic Indemnification Arrangement .

          (a) If Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reasons of (or arising in part from) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee, the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

          (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that

Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of Arizona or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

     3.  Change in Control . The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) and such Independent Legal Counsel shall determine whether the officer or director is entitled to indemnity payments and Expense Advances under this Agreement or any other agreement or Certificate of Incorporation or Bylaws of the Company now or hereafter in effect relating to Claims for Indemnifiable Events. Such Independent Legal Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee will be permitted to be indemnified. The Company agrees to pay the reasonable fees of the Independent Legal Counsel and to indemnify fully such Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising from or relating to this Agreement or the engagement of Independent Legal Counsel pursuant hereto.

     4.  Establishment of Trust . In the event of a Potential Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Legal Counsel referred to above is involved. The terms of the trust shall provide that upon a Change in Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee, (ii) the trustee shall advance, within

five business days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the trust under the circumstances under which Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement), (iii) the trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee shall be chosen by Indemnitee. Nothing in this Section 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the trust shall be reported as income by the Company for federal, state, local and foreign tax purposes.

     5.  Indemnification for Additional Expenses . The Company shall indemnify Indemnitee against any and all expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within five business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any claim asserted against or in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Certificate of Incorporation or Bylaws of the Company now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

     6.  Partial Indemnity, Etc . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgment, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

     7.  Defense to Indemnification, Burden of Proof and Presumptions . It shall be a defense to any action brought by the Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for expenses incurred in defending a Claim relating to an Indemnifiable Event in advance of its final disposition where the required undertaking has been tendered to the Company) that the Indemnitee has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action by the Indemnitee that indemnification of the claimant is proper under the circumstances because he or she has met the

applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

     8.  Non-exclusivity, Etc . The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Certificate of Incorporation or Bylaws of the Company or the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Certificate of Incorporation and Bylaws of the Company and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

     9.  No Construction as Employment Agreement . Nothing contained herein shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or to remain as an officer of the Company.

     10.  Liability Insurance . To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

     11.  Period of Limitations . No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company or any affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors, administrators or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

     12.  Amendments, Etc . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

     13.  Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such

rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

     14.  No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation or Bylaws of the Company or otherwise) of the amounts otherwise indemnifiable hereunder.

     15.  Binding Effect, Etc . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director and/or officer of the Company or of any other enterprise at the Company’s request.

     16.  Severability . The provisions of this Agreement shall be severable if any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

     17.  Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[Signature page follows]

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the 10th day of January, 2006.