Master Lease No.    200062448



                             MASTER LEASE AGREEMENT



                     LESSOR: CITICORP VENDOR FINANCE, INC.



                     LESSEE: VIROLOGIC, INC.



                         TERMS AND CONDITIONS OF LEASE





1. LEASE OF EQUIPMENT.



A. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the

equipment described in one or more equipment schedules (the "Schedule"), that

may hereafter be executed by Lessor and Lessee (the equipment, together with all

replacement parts, repairs, additions, substitutions and accessories shall be

referred to as the "Equipment") on the terms and conditions contained in this

Lease ("Lease") and in any Schedule. This Lease and each of the terms and

conditions herein contained will be incorporated into each Schedule in full to

the same extent as if each of the terms and conditions had been repeated and set

forth in full therein, and this Master Lease Agreement shall control and be

effective as to all such Schedules except to the extent that the Master Lease

Agreement shall control and be effective as to all such Schedules except to the

extent that the Master Lease Agreement may be inconsistent with the terms and

provisions of such Schedule, in which event the terms and provisions of such

Schedule shall prevail. Each Schedule shall constitute a separate lease and a

distinct and independent obligation of the Lessee. The parties intend this Lease

to be a "Finance Lease" under Article 2A of the Uniform Commercial Code.



B. Acceptance by Lessor shall occur only as set forth in this Section 1 and

shall continue in force with respect to all items of Equipment for the Initial

Term specified in each Schedule. Lessee agrees promptly to date, execute and

deliver to Lessor, upon delivery to Lessee of the first item of Equipment listed

on a Schedule, a confirmation of delivery on Lessor's Equipment Acceptance

Certificate ("Receipt") substantially in the form of Exhibit A attached hereto.

If Lessee does not, for any reason, date, execute and deliver to Lessor the

Receipt, within ten days after delivery of such item of Equipment, Lessee hereby

irrevocably authorizes the Lessor as its attorney-in-fact to execute the Receipt

on Lessee's behalf and to insert the date that the Equipment was delivered to

Lessee.



2. ORDER AND DELIVERY OF EQUIPMENT; LESSOR'S RIGHT TO TERMINATE. Lessee hereby

requests Lessor to order the Equipment from the Supplier named on the Schedule

and to arrange for delivery of the Equipment to Lessee at Lessee's expense, and

to lease the Equipment to Lessee. If the Equipment is not delivered to and

accepted by Lessee in form satisfactory to Lessor, within ninety (90) days from

the date Lessor orders the Equipment, Lessor may terminate the applicable

Schedule and its obligations thereunder. Lessee waives any requirement of Lessor

to furnish Lessee a copy of Lessor's purchase order for the Equipment.



3. TERM AND RENT



A. The initial term ("Initial Term") of any Schedule to which this Lease relates

shall commence on the day the first item of Equipment listed on such Schedule is

delivered to Lessee or Lessee's representative (the "Commencement Date") and

shall be of such duration as is prescribed in such Schedule. Advance Rent and

any Security Deposit as provided in any Schedule shall be payable upon the

execution of this Lease or the applicable Schedule. Interim rent shall be

payable for the period between the Commencement Date and the first day of the

month following the Commencement Date at a daily rate equal to the periodic

rental provided in any Schedule divided by the number of days in the period and

subsequent payments shall be due periodically in advance on the first day of

each successive period thereafter until all rent and other sums chargeable to

Lessee hereunder are paid in full. LESSEE'S OBLIGATION TO PAY RENT AND LESSEE'S

OTHER MONETARY OBLIGATIONS HEREUNDER ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT

SUBJECT TO ANY ABATEMENT, SET-OFF, DEFENSE OR COUNTERCLAIM FOR ANY REASON

WHATSOEVER. Any Security Deposit shall secure all obligations of Lessee

hereunder and may be applied at Lessor's discretion to any past obligation of

Lessee and to the extent not applied shall be returned to Lessee, without

interest, at the expiration of this Lease or the applicable Schedule.



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All payments of rent shall be made to Lessor at the address set forth herein or

such other address as Lessor shall designate in writing.



B. Whenever any payment is not made by Lessee when due hereunder, Lessee agrees

to pay to Lessor, not later than one month thereafter as an administrative

charge to offset Lessor's collection expenses an amount calculated at the rate

of ten cents per one dollar for each such delayed payment, plus interest on all

monies due Lessor from and after the date same is due at the rate of one and

one-third (1-1/3%) percent per month until paid, but as to each of the foregoing

in no event more than the maximum rate permitted by law.



C. As used herein, "Actual Cost" means the cost to Lessor of purchasing and

delivering the Equipment to Lessee, including taxes, transportation and other

charges. The amount of each rent payment and the Security Deposit set forth in

the applicable Schedule are based on the total cost set forth in Lessor's

purchase order for the Equipment ("Estimated Cost"), which is an estimate, and

shall be adjusted proportionately if the Actual Cost of the Equipment is greater

than said estimate. Lessee hereby authorizes Lessor to adjust upward the amounts

set forth in the Schedule when the Actual Cost is known and to add to the amount

of each rent payment any sales, use or leasing tax that may be imposed on or

measured by the rent payment. Lessor will inform Lessee of the adjustments

necessary to reflect Actual Cost. If the Actual Cost of the Equipment on any

Schedule exceeds the Estimated Cost by more than ten (10%) percent thereof

(exclusive of taxes), Lessor shall, if it desires to add to the Estimated Cost

an amount in excess of 10% of Estimated Cost, so notify Lessee in writing.

Within fifteen (15) days thereafter, Lessee at its option may terminate the

relevant Schedule by giving notice to Lessor of its intention to do so,

effective the day of such notice, subject however to the provisions of Section

3.A hereof.



D. If, at any time prior to acceptance of the Equipment leased hereunder, Lessor

makes a general pricing increase with respect to new leases (including increases

reflecting increases in financing costs or operating expenses) and desires that

such increase be reflected in the rent to be charged to Lessee under the

Schedule relating to such Equipment, then Lessor shall promptly notify Lessee of

such increase ("Increase Notification"). If such increase is in excess of ten

(10%) percent of the amount of the rent payment, Lessee at its option may

terminate the relevant Schedule; provided, however, that Lessor must be

notified, within fifteen (15) days after the date of the Increase Notification,

of Lessee's intention to do so, effective the day of such notice to Lessor. If

any increase under this Section 3.D is not in excess of ten (10%) of the rent

payment, or if Lessor is not notified of Lessee's intention to terminate the

relevant Schedule within the fifteen (15) day period set forth herein, then the

relevant Schedule shall be automatically adjusted to the new higher rent

payment.



4. NO WARRANTIES BY LESSOR, DISCLAIMER OF IMPLIED WARRANTIES AND WAIVER OF

DEFENSES. LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF OR A DEALER IN THE

EQUIPMENT, AND MAKES NO WARRANTY, EXPRESSED OR IMPLIED, TO ANYONE, AS TO THE

SUITABILITY, DURABILITY, DESIGN, CONDITION, CAPACITY, PERFORMANCE OR ANY OTHER

ASPECT OF THE EQUIPMENT OR ITS MATERIAL OR WORKMANSHIP. LESSOR FURTHER DISCLAIMS

ANY IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE EQUIPMENT INCLUDING THE

WARRANTY OF MERCHANTABILITY AND FITNESS FOR USE OR PURPOSE. AS TO LESSOR AND ITS

ASSIGNS, LESSEE LEASES THE EQUIPMENT "AS IS." LESSEE REPRESENTS THAT IT HAS

SELECTED THE EQUIPMENT AND THE SUPPLIER AND ACKNOWLEDGES THAT LESSOR HAS NOT

RECOMMENDED THE SUPPLIER. LESSOR SHALL HAVE NO OBLIGATION TO INSTALL, MAINTAIN,

ERECT, TEST, ADJUST, OR SERVICE THE EQUIPMENT, ALL OF WHICH LESSEE SHALL

PERFORM, OR CAUSE THE SAME TO BE PERFORMED BY QUALIFIED THIRD PARTIES. LESSOR

AND LESSOR'S ASSIGNEE SHALL NOT BE LIABLE TO LESSEE OR OTHERS FOR ANY LOSS,

DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY

EQUIPMENT HOWEVER ARISING, OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OF

OPERATION THEREOF, OR THE REPAIRS, SERVICE OR ADJUSTMENT THERETO. NO

REPRESENTATION OR WARRANTY AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE

SUPPLIER OR OTHERS SHALL BE BINDING ON THE LESSOR NOR SHALL THE BREACH OF SUCH

RELIEVE LESSEE OF, OR IN ANY WAY AFFECT, ANY OF LESSEE'S OBLIGATIONS TO LESSOR

HEREIN. IF THE EQUIPMENT IS UNSATISFACTORY FOR ANY REASON, LESSEE SHALL MAKE

CLAIM ON ACCOUNT THEREOF SOLELY AGAINST





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SUPPLIER, AND ANY OF SUPPLIER'S VENDORS, AND SHALL NEVERTHELESS PAY LESSOR ALL

RENT AND OTHER SUMS PAYABLE UNDER THIS LEASE. LESSOR HEREBY ASSIGNS TO LESSEE,

SOLELY FOR THE PURPOSE OF PROSECUTING SUCH A CLAIM, ANY OF THE RIGHTS WHICH

LESSOR MAY HAVE AGAINST SUPPLIER AND SUPPLIER'S VENDORS FOR BREACH OF WARRANTY

OR OTHER REPRESENTATIONS RESPECTING THE EQUIPMENT. REGARDLESS OF CAUSE, LESSEE

WILL NOT ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR FOR LOSS OF ANTICIPATORY

PROFITS OR ANY OTHER INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, NOR SHALL

LESSOR BE RESPONSIBLE FOR ANY DAMAGES OR COSTS WHICH MAY BE ASSESSED AGAINST

LESSEE IN ANY ACTION FOR INFRINGEMENT. LESSOR MAKES NO WARRANTY AS TO THE

TREATMENT OF THIS LEASE FOR TAX OR ACCOUNTING PURPOSES. NOTWITHSTANDING ANY FEES

WHICH MAY BE PAID BY LESSOR TO SUPPLIER OR ANY AGENT OF SUPPLIER, LESSEE

UNDERSTANDS AND AGREES THAT NEITHER SUPPLIER NOR ANY AGENT OF SUPPLIER IS AN

AGENT OF LESSOR OR IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF CONDITION OF THIS

LEASE.



5. JURISDICTION AND VENUE. LESSEE CONSENTS TO THE PERSONAL JURISDICTION OF THE

FEDERAL AND STATE COURTS OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY ACTION

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