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Equipment Lease Agreement

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Title:

Equipment Lease Agreement

Entities:

Alliance Pharmaceutical Corp.; Environmental Remediation Holding Corp.; IMCOR Pharmaceutical Co.

Date:

2003

Size:

81KB total

Price:

$42

ID:

#308115

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EQUIPMENT LEASE AGREEMENT

by and between

BAXTER HEALTHCARE CORPORATION, as Lessor

and

PHOTOGEN TECHNOLOGIES INC., as Lessee

June , 2003

TABLE OF CONTENTS

1.	DEFINITIONS AND RULES OF CONSTRUCTION	1
2.	LEASE.	6
3.	TERM AND RENT; OBLIGATIONS UNCONDITIONAL.	6
4.	PERSONAL PROPERTY; TITLE AND LIENS.	7
5.	INSTALLATION, DEINSTALLATION, MAINTENANCE, REPAIR AND INSPECTIONS	8
6.	USE	9
7.	QUIET ENJOYMENT	9
8.	ACCEPTANCE, WARRANTIES, LIMITATION OF LIABILITY.	9
9.	REPRESENTATIONS AND WARRANTIES	10
10.	COVENANTS OF LESSEE	12
11.	ASSIGNMENT AND TRANSFER.	13
12.	INSURANCE	14
13.	LOSS AND DAMAGE	14
14.	TAXES AND FEES.	15
15.	LESSEES FAILURE TO PAY TAXES, INSURANCE, ETC	16
16.	DEFAULT AND REMEDIES.	16
17.	TAX INDEMNITY.	18
18.	INDEMNITY.	18
19.	RETURN OF EQUIPMENT.	19
20.	PURCHASE OPTION.	21
21.	MISCELLANEOUS.	22
22.	ADDITIONAL PROVISIONS	23
SCHEDULE A EQUIPMENT
SCHEDULE B UNAMORTIZED LEASE BALANCE
SCHEDULE C FINANCING STATEMENT

EQUIPMENT LEASE AGREEMENT

THIS EQUIPMENT LEASE AGREEMENT is made as of June , 2003 by and between BAXTER HEALTHCARE CORPORATION, a Delaware corporation, and PHOTOGEN TECHNOLOGIES INC., a Nevada corporation.

1. DEFINITIONS AND RULES OF CONSTRUCTION. Unless the context shall otherwise require, capitalized terms used herein, but not otherwise defined herein, shall have the respective meanings specified below:

Affiliate: with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Applicable Law: any Law that may apply to (i) Lessee or its properties and operations, (ii) the acquisition, operation, modification, maintenance, ownership, leasing or use, transport, relocation or disposal of the Equipment, or (iii) any transaction contemplated under any Lease Document, including in each case any Environmental Law, federal or state securities Law, commercial Law (pertaining to the rights and obligations of sellers, purchasers, debtors, secured parties, or to any other pertinent matter), zoning, sanitation, siting or building Law, energy, occupational safety and health practices Law or the Employee Retirement Income Security Act of 1974, as amended, and any Laws promulgated thereunder or related thereto.

Basic Rent: the rental installments due from Lessee pursuant to Section 3(b) hereof on each Basic Rent Payment Date for the Term.

Basic Rent Payment Date: June , 2003, and the day of each succeeding month, through and including May , 2006.

Business Day: any day, other than a Saturday, Sunday or legal holiday for commercial banks under the laws of the State of California.

Claims: claims, actions, suits, administrative proceedings, controversies, liabilities, losses, damages, costs and expenses (including reasonable attorneys fees).

Code: the United States Internal Revenue Code of 1986, as amended.

Commencement Date: June , 2003.

Control: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto.

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