Management Agreement With Riverside Partners, Inc.

Exhibit 10.11

MANAGEMENT AGREEMENT

This Management Agreement is made as of January 18, 2002 by and between Applied Precision, LLC, a Delaware limited liability company (" APLLC" ), and Riverside Partners, Inc., a Delaware Corporation (" Riverside" ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement of Applied Precision Holdings, LLC (" APHLLC" ) dated the date hereof (the " LLC Agreement" ).

Introduction

APLLC wishes to retain Riverside to provide management services to APLLC on an ongoing basis, and Riverside desires to provide management services to APLLC.

Section 1. Engagement. APLLC hereby engages Riverside to provide management services to it, including but not limited to advising APLLC on the operation of its business, the marketing of its products and services, its long term strategy, methods to increase its value, and all other matters relating to APLLC (the " Management Services" ). Riverside hereby agrees to provide the Management Services to APLLC for the term set forth in this Agreement. The Management Services shall be provided at such times and places as are reasonably acceptable to the parties hereto.

Section 2. Management Fee. (a) Amount of Management Fee. APLLC shall pay Riverside a fee (the " Management Fee" ) for all Management Services provided, ...