Medb Building Lease Agreement,dated November 28,2005

Exhibit 10.32

MEDB BUILDING LEASE

THIS LEASE, made and entered into this 28 th day of November, 2005, by and between MAUI ECONOMIC DEVELOPMENT BOARD, INC., a Hawaii nonprofit corporation, with its business and mailing address at 590 Lipoa Parkway, Suite 103, Kihei, HI 96753, hereinafter called " Lessor," and VIRTUAL RADIOLOGIC CONSULTANTS, INC., a Minnesota corporation, with its business and mailing address at 5995 Opus Parkway, Suite 200, Minnetonka, MN 55343, hereinafter called " Lessee,"

W I T N E S S E T H :

1. Premises . Lessor hereby leases to Lessee and Lessee hereby rents from Lessor the area shown on the site plan, Exhibit A (herein the " premises" ), attached hereto and incorporated herein, containing approximately 2,222 square feet of the MEDB Building (the " building" ), and known as Suite 4 located at the Maui Research and Technology Park, Lot 13 B1, 1305 North Holopono Street, Kihei, Hawaii, including the right to use with others the common areas designated by Lessor such as halls, stairs, parking, restrooms and other public parts of the building and property. 2. Term .

(a) The term of this lease shall be the period commencing on the date that is the earlier of (i) the date which is thirty (30). calendar days after Lessor substantially completes " Lessor' s Work" pursuant to Exhibit C (or would have substantially completed Lessor' s Work had Lessor not been prevented from so doing due to delays caused by Lessee) and delivers possession of the premises to Lessee, which date is presently estimated to be on or about March 1, 2006, or (ii) the date on which Lessee first opens for business in the premises (the " Term Commencement Date" ) and ending on the last day of the fifty ninth (59th) full calendar month thereafter (the " Term Expiration Date" ), unless sooner terminated as herein provided. Lessor shall have no right to delay the substantial completion date due to delays caused by Lessee unless Lessor notifies Lessee that there is a delay caused by Lessee within 24 hours after Lessee commences to cause such delay. As used herein, to " substantially complete" Lessor' s Work shall have the same meaning as in Exhibit C hereto. If the Term Commencement Date does not occur by June 1, 2006 (provided that if and to the

extent the Term Commencement Date was delayed by Lessee, the foregoing date shall be delayed by the same number of days), then Lessee shall have the right to terminate this Lease, in which event Lessor shall promptly refund any prepaid rent and other amounts paid by Lessor to Lessee.

Within thirty (30) days of the Term Commencement Date, Lessor and Lessee shall execute a Confirmation of Commencement Date, substantially in the form of Exhibit B attached hereto. Lessee' s failure to execute this Confirmation shall not affect the Term Commencement Date nor the Term Expiration Date, but at Lessor' s option, shall constitute a default by Lessee of its obligations under this Lease. 3. Basic Rent . Lessee shall pay Base Rent and additional rent, if applicable, as set forth below, (Base Rent and additional rent, as defined in Paragraph (b) hereof, being hereinafter collectively referred to as " Basic Rent" ), in advance on the first day of each calendar month at the principal place of business of Lessor or such other place designated by Lessor, without demand therefor and without any deduction or offset whatsoever. In the event that the duty to pay rent commences on a day other than the first day of a calendar month or terminates on a day other than the last day of such month, the rent for such fraction of a month shall be prorated on a thirty (30) day month basis. Base Rent for the first month, or fraction thereof, of this lease is due and payable upon execution hereof. Basic Rent for the term of this lease shall be as follows:

(a) Base Rent . The Base Rent for each of the months during the term hereof shall be as follows:

Months 1-6 $ 1,999.80

Months 7-12 $ 3,999.60

Months 12-24 $ 4,119.56

Months 24-36 $ 4,243.15

Months 36-48 $ 4,370.44

Months 48-59 $ 4,501.55.

(b) Additional Rent . Lessee shall pay as additional rent all other sums of money or charges required to be paid by Lessee under this lease, whether or not the same is designated additional rent. If such amounts or charges are not paid at the time


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provided in the lease, then, they nevertheless shall be collectible as additional rent with any installment of rent thereafter falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any other remedy of Lessor. 4. Net Rent; General Excise Taxes . All of the rent due under this lease shall be net above taxes, assessments and charges of any kind otherwise payable by the Lessee. All of the rent, taxes, assessments, charges and other reimbursements provided for in this lease shall be net above Hawaii general excise taxes, and the Lessee shall also pay (in addition to such rent, taxes, assessments, charges and other reimbursements) an amount which, when added to the rental payments and taxes, assessments, charges and other reimbursements reserved under this lease, shall yield to the Lessor after the deduction of all Hawaii general excise taxes a net amount equal to that which the Lessor would have realized from such payments, taxes, assessments, charges and other reimbursements had no such taxes been imposed. During such time as the Hawaii general excise tax remains at its present rate of four percent (4%) and no other taxes are imposed upon the receipt by the Lessor of the rental payments and other reimbursements due hereunder, such additional amount will be equal to 4.166% of the rental payments, taxes, assessments, charges and other reimbursements reserved under this lease. As used herein, " Hawaii general excise taxes" shall mean the amount of gross income taxes payable by the Lessor under the Hawaii General Excise Tax Law, or any similar law which may be hereafter enacted, on account of the receipt, actual or constructive, by the Lessor of the rental payments, payment or reimbursement of real property taxes, assessments, charges and other sums payable by the Lessee under this lease, the payment or reimbursement of gross income taxes, and any other taxable gross income attributable to the premises or this lease.

5. Lessor' s Construction Obligations . Lessor shall construct or furnish to Lessee the improvements, facilities and services specified in Exhibit C attached hereto (" Lessor' s Work" ). Lessor shall have no other obligation in connection with the construction of improvements and/or the furnishing of facilities or services except as provided therein. Exhibit A designates the location of the premises in the building.


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6. Lessee' s Construction Obligations . Lessee will construct, make, install and provide, at no cost to Lessor, all furniture, fixtures and equipment as may be necessary to prepare the premises for the use and occupancy of Lessee as office space consistent with a building of the location and character of that in which the premises are located, including, without limitation, the items specified in Exhibit C attached hereto as " Lessee' s Work" (" Lessee' s Work" ). Lessor shall notify Lessee in writing when Lessor' s Work is substantially complete. Provided that Lessee has obtained the insurance required by this lease, Lessee shall, upon receipt of Lessor' s notice, have the right to enter the building and the premises to install all Lessee' s furniture, fixtures and equipment in the premises. Lessee' s entry into the building and the premises hereunder shall be at Lessee' s own risk and without interference with any remaining work which must be performed by Lessor in the premises or the building. 7. Quiet Enjoyment . Lessor agrees that upon payment of the rent herein provided for and upon the observance and performance by Lessee of the covenants herein contained and on the part of Lessee to be observed and performed, subject to the provisions of the lease, Lessee shall peaceably hold and enjoy the premises for the term hereby demised without interruption or disturbance by Lessor or any person claiming by, through or under Lessor.

8. Use . Premises may be used and occupied only as General Office Use and remote radiology file reading and for no other purpose or purposes. In addition, the parties understand that Lessor has obtained a Financial Assistance Award (the " Award" ) from the U.S. Department of Commerce, Economic Development Administration (the " EDA" ), for the construction of the MEDB Building. The EDA has strict requirements pertaining to the use of the premises and thus, the premises shall not be used for any purpose other than the general and special purpose of the Award, including but not limited to, high technology incubator businesses. Further, Lessee shall comply with applicable EDA regulations and requirements concerning, but not limited to, nondiscrimination and environmental compliance.

No use shall be made of premises, nor act done in or about premises, which is illegal, unlawful, or which will increase the existing rate of insurance upon the building. Lessee shall not commit or allow to be committed any waste upon premises,


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or any public or private nuisance or other act or thing which disturbs the quiet enjoyment of any other tenant in the building, nor shall Lessee use any apparatus, machinery or device in or about the premises which shall cause any substantial noise or vibration. If any of Lessee' s office machines and equipment should disturb the quiet enjoyment of any other tenant in the building, then Lessee shall provide adequate insulation, or take such other action as may be necessary to eliminate the disturbance.

9. Services Provided by Lessor . Provided Lessee shall not be in default hereunder after the expiration of applicable notice and cure periods, Lessor will maintain, repair and restore the common areas of the building and property, including lobbies, stairs, corridors and restrooms, common area utilities, the mechanical, air conditioning, plumbing and electrical equipment serving the building (excluding such equipment which serves the premises exclusively), and the structure of the building in reasonably good order and condition. Lessor shall not be liable for any damages caused thereby, or for stoppage or interruption of any of said services mentioned in this paragraph for any reason whether caused by Lessor or otherwise, nor shall Lessor be liable under any circumstances for loss of or injury to persons or property however occurring, through or in connection with or incidental to the furnishing of any of the foregoing, nor shall such failure relieve Lessee from the duty to pay the full amount of rent herein reserved or constitute or be construed as a constructive or other eviction of Lessee.

10. Cost of Services . During the term of this lease, in addition to Base Rent, Lessee shall pay to Lessor on the first day of each month, as additional rent, a pro rata share of the total direct expenses (as herein defined) paid or incurred by Lessor on account of the operation or maintenance of the building. Lessee' s share shall be in the ratio that the rentable area of the premises bears to the total rentable area in the building. The term " direct expenses" as used herein shall include all costs of operation and maintenance of the building and surrounding plaza and open areas and parking area to include the subdivided parcel on which the building is located and all easements thereto, as determined by standard accounting practices and shall include the following costs by way of illustration but not limitation: property taxes; the cost and expenses in contesting the amount or validity of any property taxes by appropriate legal


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proceedings; water and sewer charges; insurance premiums; license, permit and inspection fees; landscaping; security; elevator maintenance; building maintenance; roof repairs; parking area repairs and repaving of parking areas; janitorial services; trash removal; labor; air conditioning maintenance and repairs; maintenance of common area utility pipes and conduits; supplies; materials; equipment and tools; depreciation on machinery and equipment used in maintenance; the cost and expenses incurred by Lessor in bringing the building into compliance with federal, state or local laws which require physical alteration to the building; electrical expenses (which electrical expenses shall include without limitation, costs of lights and power for the lobby, parking and other common areas, the air-conditioning system and other electrical expenses incurred in the normal operations of the building); and management fees. In addition, " direct expenses" shall include a monthly " reserve" amount that will be collected to help defray long term repair costs, provided, however, that during the initial term of this Lease, these reserve amounts shall be based on a budget to be determined by Lessor, with the total reserve amount for the building and property not exceeding $31,070.00 in the first full year of the term of this Lease and with annual increases no greater than four percent (4%). These reserve amounts will be held long term and not reconciled at year end. The term " property taxes" as used herein shall include all real estate taxes or personal property taxes and other taxes, charges and assessments which are levied with respect to the building and any improvements, fixtures and equipment and all other property of Lessor, real or personal, located in the building and used in connection with the operation of the building and the land upon which they are situated. The term " property taxes" shall also include any tax which shall be levied in addition to or in lieu of real estate or personal property taxes. Without limitation, Lessor shall be obligated to refund to Lessee Lessee' s prorata share of the amount of any refund, rebate or the like of taxes and/or assessments that were paid by Lessee (directly or as additional rent) regardless of whether such refund, rebate or the like is received by Lessor after the expiration of the term of this Lease. Any other terms or provisions of this Lease to the contrary notwithstanding, the costs and expenses described on Exhibit G attached hereto and made a part hereof shall be excluded from direct expenses.


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Within one hundred and twenty (120) days after the end of each fiscal year (ending June 30) (" Fiscal Year" ) or as soon after such 120-day period as practicable, Lessor will deliver to Lessee a statement of amounts payable under this section for such fiscal year prepared and certified by Lessor. If such statement shows an amount owing by Lessee that is less than the estimated payments previously made by Lessee for such fiscal year, the excess will be held by Lessor and credited against the next payment of rent; however, if the term of this Lease has ended and Lessee was not in default at its end, Lessor will refund the excess to Lessee. If such statement shows an amount owing by Lessee that is more than the estimated payments previously made by Lessee for such fiscal year, Lessee will pay the deficiency to Lessor within forty-five (45) days after the delivery of such statement.

Within forty-five (45) days prior to the end of each Fiscal Year, Lessor shall furnish to Lessee the Lessor' s estimated cost of services for the following year.

Lessor shall maintain accurate records of operating costs. Lessee shall have the right to inspect and audit all records of Lessor with respect to additional rent. If Lessee' s representatives request print-outs or copies of any such records, Lessor shall deliver the print-outs or copies and Lessee shall reimburse Lessor for the reasonable costs of the print-outs and copies. Lessor shall reimburse Lessee for any amount paid by Lessee which should not have been paid. 11. Right to Use Common Areas . It is understood that Lessee and Lessee' s employees and customers shall have the right in common with other lessees of the building and their employees and customers to use the common areas designated by Lessor such as halls, stairs, parking, restrooms, malls and other public parts of the building and property. 12. Utilities . Lessee agrees to pay for all utility services rendered or furnished to the premises including heat, gas, water, electricity, sprinkler charges, if any, assessed by any governmental authority, fire line charges, sewer rental, sewage treatment facilities charges and the like, together with all taxes levied or other charges on such utilities and governmental charges based on utility consumption, standby utility capacity or potential utility use. Prior to the Term Commencement Date, Lessor shall, at its own expense, install sub meters to monitor and regulate the distribution and


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billing for any of the foregoing. Lessor shall not be liable for the quality, quantity, failure or interruption of such services to the premises unless the problem, failure or interruption is caused by Lessor' s willful act or gross neglect. In addition, Lessor shall under no circumstances be liable to Lessee for damages or otherwise for any failure to furnish or interruption in service of any water, gas, electricity, air conditioning, for stoppage of sewers, or for closure of the building due to acts of God or natural elements or from any cause whatsoever, unless the problem, failure or interruption is caused by Lessor' s willful act or gross neglect.

The parties understand that Lessee may have computers and other equipment used in the operation of its business in the premises, which may be impacted by the interruption in the electrical or air conditioning service. It is expressly understood and agreed that Lessor shall under no circumstances be liable to Lessee for damages or otherwise for any failure to furnish or interruption in the electrical or air conditioning service to the premises and Lessee shall be solely responsible therefore, unless the problem, failure or interruption is caused by Lessor' s willful act or gross neglect. Lessee may be allowed to install and use generators or other related equipment, subject to Lessor' s approval, as set forth in Paragraph 18, below.

13. Employee Parking; Parking Area Rules and Regulations . Lessor shall have the right from time to time to designate an area or areas within the parking area, or in reasonable proximity to the building, or to change and relocate the same, for the purpose of parking automobiles and other light vehicles for passenger transportation of Lessee, its permitted sublessees, licensees, concessionaires, agents, representatives and employees. Lessee, its permitted sublessees, licensees, concessionaires, agents, representatives and employees shall park said automobiles and vehicles only in the area or areas so designated by Lessor. Lessee shall within five (5) days after written notice from Lessor furnish to Lessor the state license numbers of said automobiles and vehicles.

Lessor shall have the right to police, regulate traffic in and otherwise control the use of parking and sidewalk areas. In furtherance of such right Lessor may promulgate reasonable rules and regulations with respect to such areas which shall be binding upon Lessee on notice to Lessee, including but not limited to, the assignment


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of parking stalls on a pro rata basis. For the enforcement of said rules and regulations, Lessor shall have all remedies in this lease provided for a breach of the terms of this lease, as if said rules and regulations were expressly incorporated herein and all legal or equitable remedies whether or not provided for in this lease. If the tenants in the building are encountering problems due to insufficient parking, as determined in Lessor' s reasonable judgment, then Lessor shall assign parking stalls to tenants of the building, which assignment (unless otherwise mutually agreed by Lessor and Lessee) shall result in Lessee being assigned not less than Lessee' s prorata share of the parking spaces for the building (as said prorata share is described in Section 10 of this Lease).

14. Destruction . In the event of damage causing a partial destruction of the premises during the term of this lease from any cause and in the sole judgment of Lessor repairs can be completed within one hundred eighty (180) days from the date of the damage under the applicable laws and regulations of governmental authorities, Lessor shall repair said damage within a reasonable time, but such partial destruction shall not invalidate this lease, except that Lessee, while such repairs are being made shall be entitled to a proportionate reduction of Basic Rent based upon the extent which the portion of the premises not useable by Lessee bears to the total area of the premises, provided that Lessor shall have no obligations in the event of damage or destruction by act or negligence of Lessee, his agents, employees and invitees.

If in the sole judgment of Lessor such repairs cannot be made within one hundred eighty (180) days, Lessor may, at its option, make the repairs within a reasonable time, this lease continuing in full force and effect and the Basic Rent to be proportionately abated as provided in the previous paragraph, or Lessor may elect not to make such repairs in which case this lease may be terminated at the option of either party by notice given at any time after Lessor elects not to make such repairs.

In respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the terms of this paragraph, the provisions of any statute or law permitting Lessee to terminate this lease are waived by Lessee. In the event that the building is destroyed to the extent of thirty-three and one-third percent (33-1/3%) or


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more of the then replacement cost thereof, Lessor may elect to terminate this lease, whether the premises are injured or not. A total destruction of the premises or of the building in which the premises are located shall terminate this lease. If repairs to the premises are effected by Lessor, Lessee, at its sole expense, shall replace and repair promptly its trade fixtures, equipment and other property of Lessee located on the premises.

Any other provision in this Lease to the contrary notwithstanding, if the premises, access to the premises and/or any part of the project that provides essential services to the premises is damaged in whole or in part from any cause and it is estimated that the time period to repair and restore the damage will be 180 days or more from the date of the damage using standard working methods and procedures, then Lessee shall have the right to terminate this Lease by delivering written notice to that effect to Lessor. Similarly, if any damage to the premises, access to the premises and/or any part of the project that provides essential services to the premises is damaged in whole or in part from any cause and such damage is not in fact fully repaired and restored within 180 days from the date of the damage (irrespective of any estimated time for completion of the repair and restoration), then Lessee shall have the right to terminate this Lease by delivery of written notice to that effect to Lessor. 15. Insurance . Lessee shall, during the entire term hereof, keep in full force and effect general liability insurance with respect to the demised premises, and the business operated by Lessee and any sublessees of Lessee in the demised premises with a combined single limit for bodily injury and property damage of not less than TWO MILLION DOLLARS ($2,000,000) per occurrence or such higher limits as Lessor may specify from time to time; provided, however, that (i) no such limit shall in any way limit Lessee' s liability or be construed as a representation of sufficiency to fully protect Lessee or Lessor; and (ii) Lessor shall not require an increase in such limits unless, and only to the extent, tenants of comparable space in the same geographic area of the premises are typically required to provide such insurance limits under their respective leases. Such insurance shall name Lessor, Lessor' s mortgage companies (if Lessor has notified Lessee of the identity thereof with instructions to list them as additional


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insureds), Lessor' s management agent (if Lessor has notified Lessee of the identity thereof with instructions to list it as an additional insured) and any other person, firms or corporation designated by Lessor, and Lessee as additional insured, and shall contain a clause that the insurer will not cancel or change the insurance without first giving Lessor thirty (30) days' prior written notice. The insurance shall be obtained from an insurance company approved by Lessor and a copy of the policy or a certificate of insurance shall be delivered to Lessor.

Lessee will procure at its own expense and will keep in force during the term of this lease insurance on all alterations, additions and improvements made on the premises against loss or damage by fire with extended coverage in a responsible insurance company, and in time of war against war damage to the extent such governmental insurance is obtainable at reasonable cost, in an amount as near as practicable to the full insurable value thereof, in the joint names of Lessor and Lessee as their interests may appear. In every case of loss or damage to such alterations, additions or improvements Lessee with all reasonable speed will use all proceeds of such insurance (excluding the proceeds of any use and occupancy insurance of Lessee) for rebuilding, repairing or otherwise reinstating the same alterations, additions and improvements in a good and substantial manner, and Lessee will make up from its own funds any deficiency in the insurance proceeds.

Lessee shall insure and keep insured any and all plate and other glass in and about the premises naming Lessor and Lessee as additional insureds. If not covered by insurance, Lessee shall be solely responsible for the replacement of any plate glass on the premises.

Lessor shall, during the entire term hereof, keep in full force and effect " all risk" insurance coverage on the building and related improvements from a responsible insurance company for the full insurable value thereof, subject to a commercially reasonable deductible.

Lessor and Lessee each waive any right to recover against the other claims or damages to property to the extent such damages and claims are insured against, or required to be insured against, by Lessor or Lessee under this Lease. The foregoing provision is intended to waive, fully and for the benefit of each party, any rights and/or


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claims that might give rise to a right of subrogation by any insurance carrier, and the foregoing waiver shall govern and control any contrary or inconsistent terms or provisions of this Lease.

16. Non-liability of Lessor . Lessee will and hereby does assume all risk of loss or damage to furniture, fixtures, supplies, merchandise and other property, by whomsoever owned, stored or placed in, upon or about the premises and does hereby agree that Lessor will not be responsible for loss or damage to any such property, whether or not caused by the negligence of Lessor and Lessee hereby agrees to indemnify and save harmless Lessor from and against any and all claims for such loss or damage, other than damage caused by the willful act or gross neglect of Lessor or arising out of a defect of which Lessor has been given reasonable notice in writing by Lessee and has failed through its willful act or gross neglect to correct. Without prejudice to the generality of the foregoing, Lessor shall not be liable for any damage to any property at any time stored or kept in the premises or in the building either from rain or any other water which may leak, issue or flow from any part of the building or from the pipes or plumbing of the same or from or through any other place or quarter, nor shall Lessor be liable for any damage to property in the building caused by accident involving the elevators, or for damage of any character arising out of defects of construction either of the building, or the premises or any machinery, equipment, electrical wiring or facility therein or failure or breakdown thereof or from lack of repair or proper operation of the same or from any other cause, unless Lessor shall have been given notice by Lessee of a defect causing such damage and within a reasonable time thereafter shall have failed to remedy such defect. Lessee shall give to Lessor prompt notice of any accident to or defect in any water or other pipes or plumbing, electric lights or fixtures or other equipment or appurtenances of the premises of which Lessee has actual knowledge (which shall be deemed to mean actual knowledge of Lessee' s on-site office manager.

17. Indemnity and Risk of Injury . Lessee will and does hereby assume all risk of personal injury or wrongful death occasioned by any nuisance made or suffered thereon, or res ...