the Lease Term. Tenant and Landlord will each have access tothe UPS Room at all times.  b. the VRC-Generator Room is 1,350 square feet. The gross rent tobe paid by Tenant for said room is based on 905 square feet (67% of the totalsquare footage), which is a stipulated number in recognition of the fact thatthe Generators (as defined below) will also be used by Landlord to power thelife safety systems of the Project. The 905 square feet figure equates toTenant’s payment of gross rent for the VRC-Generator Room initially being$10,860 per year or $905.00 per month, to be paid along with the Base Rent forthe Leased Premises for the Lease Term. Landlord and Tenant will each haveaccess to the VRC-Generator Room at all times.     The obligation to pay said gross rent will commence on the Rent Commencement Date, and be paidpursuant to Section 2.3 of the Lease.     3. Generators. Landlord and Tenant acknowledge that they jointly determined after theEffective Date (and following completion of Landlord’s initial plans for the installation ofequipment to supply power for the base building life safety systems for the Project) that three (3)250kVA generators, totaling 750kVA (collectively “Generators”) and uninterruptable power supplyequipment (the “UPS”) are needed for the operation of (i) Tenant’s business within the LeasedPremises (“Tenant’s Generator/UPS Use”) and (ii) the base building life safety systems of theProject (“Landlord’s Generator/UPS Use”). The term “Generator” or “Generators” also includes anyreplacement Generators. Landlord’s initial plans called for only one (1) 166kVA generator tosatisfy Landlord’s Generator/UPS Use. As a result, the Landlord and Tenant agree to the followingwith respect to the installation, maintenance, repair, use and ownership of the Generators, the UPSand related fixtures and equipment: a. Tenant will contract directly with Amcon Construction, LLC(“Amcon”), the general contractor for the Project (as well as Tenant’s Work),to install the Generators in the VRC-Generator Room and the UPS in the UPSRoom. A summary of the improvements required for operation of the Generatorsand the UPS is set forth on Exhibit B (collectively referred to as“Generator/UPS Improvements”) attached hereto and incorporated herein. Thecost of the Generator/UPS Improvements will be paid directly by Tenant toAmcon, and Landlord will have no responsibility therefor.  b. Landlord’s Work is hereby amended to exclude any of the itemson Exhibit B which are part of the Generator/UPS Improvements.Following installation of the Generator/UPS Improvements, Tenant will own theGenerators and the UPS (collectively, the “Tenant Generator/UPS Equipment”),and Landlord will own all other Generator/UPS Improvements, for purposes ofdepreciation and insurance (and any applicable provision of the Lease relatingto Tenant’s property).
 

 
 c. During the Lease Term, Landlord will be responsible formaintaining, repairing and replacing the Generator/UPS Improvements, whichLandlord shall at all times keep in good working order, condition and repair.Tenant will reimburse Landlord for sixty-seven percent (67%) of the costs andexpenses for the same within thirty (30) days after receiving invoices fromLandlord. If not reimbursed within said thirty (30) days, then Landlord willhave all rights and remedies under the Lease, arising out of a monetary defaultby Tenant. Landlord shall deliver to Tenant copies of all maintenance andrepair records, documentation and invoices as and when the same are prepared orreceived by Landlord. Landlord shall confer with Tenant and reasonablycooperate with Tenant in connection with the maintenance and repair of theGenerator/UPS Improvements. At all times, Tenant shall have access to theGenerator/UPS Improvements and the right, but not the obligation, to inspectand test the Generator/UPS Improvements. Landlord shall comply with reasonablerecommendations from Tenant with respect to the maintenance, repair and/orreplacement of all or any part of the Generator/UPS Improvements. If any ofthe Generators need to be replaced, if the UPS needs to be replaced, or if anyother component of the Generator/UPS Improvements needs to be replaced, andcost of replacing the same will exceed $25,000.00, Landlord will first notifyTenant and Landlord will accept reasonable recommendations by Tenant withrespect to the same. No costs or expenses in connection with maintaining,repairing or replacing the Generator/UPS Improvements or any part thereof shallbe included as Operating Costs (it being understood that Tenant’s sole paymentobligations for such items are set forth in this Section 3.c).  d. Subject to Landlord’s right to purchase the TenantGenerator/UPS Equipment (as set forth in Section 3.f herein), Tenant, at theend of the Lease Term, and following at least 180 days written notice toLandlord, may remove the Tenant Generator/UPS Equipment. Tenant’s removal ofthe Tenant Generator/UPS Equipment must be in compliance with the terms andconditions of the Lease, and Tenant may only remove the Tenant Generator/UPSEquipment, and may not remove any of the hardware, electrical, piping, fireprotection, switchboard modification, equipment pads, or other items (besidesthe Tenant Generator/UPS Equipment) identified on Exhibit B (or futureimprovements installed in order to operate the Tenant Generator/UPS Equipment).  e. Prior to execution of this Amendment, Landlord acknowledgesthat Tenant paid Landlord Nine Thousand Nine Hundred Forty-Six and 39/100Dollars ($9,946.39) for reimbursement to Landlord for a portion of costsincurred in the redesign of the Generator/UPS Improvements.  f. Landlord has the option to purchase the Tenant Generator/UPSEquipment as set forth herein. In order to exercise said option, Landlord mustdeliver written notice to Tenant of Landlord’s election to exercise said optionwithin
 

 
   thirty (30) days after of receipt of Tenant’s 180 day notice (required to bedelivered in Section 3.d), in which case Tenant will not remove the TenantGenerator/UPS Equipment from the VRC-Generator Room or UPS Room. IfLandlord does not deliver said exercise notice within said thirty (30) days,then Landlord will be deemed to have waived said right and the option willbe deemed terminated. If Landlord timely exercises said option, then thepurchase price for the Tenant Generator/UPS Equipment will be an amountequal to the unamortized useful life of the same at the time of purchase,determined as follows. For purposes of this Section 3.f, the initial valueof the Generators is $423,242.40 and the useful life thereof shall be deemedto be twenty (20) years; and the initial value of the UPS is $188,404.65,and the useful life thereof shall be deemed to be fifteen (15) years. Eachrespective amortization schedule will be on a straight line basis, will bebased on a 365 day year, and will be calculated starting as of theCommencement Date and ending as of the date that Tenant vacates the LeasedPremises. Landlord’s exercise notice must include Landlord’s calculation ofthe purchase price, based on the formulas in the preceding sentence.Landlord will accept the Tenant Generator/UPS Equipment in its then AS-IScondition, with no representations or warranties by Tenant.  g. Each of the three (3) Generators is 250 kVA, for a total of 750kVA. Landlord represents and warrants that the amount of power required forLandlord’s Generator/UPS Use is estimated to be 166kVA and in no event willexceed 166kVA at any given time. Landlord agrees that Landlord will not causeor permit the power consumption from landlord’s Generator/UPS use to exceedsaid 166kVA and that the power available for Tenant’s Generator/UPS Use willnever be less than the total amount of power available from the Generators andthe UPS, minus 166kVA. Landlord further agrees that Landlord will not cause orpermit any other use of the Tenant Generator/UPS Equipment or otherGenerator/UPS Improvements without obtaining the prior written consent ofTenant.     4. Parking. Section 3.9 of the Lease is supplemented as follows: a. Pursuant to Section 3.9(ii) of the Lease, the Tenant has theexclusive right to lease twenty (20) parking stalls within the Parking Garage.Said twenty (20) parking stalls are identified as stalls 17-27 and 39-47 on theGarage Level Floor Plan.  b. In addition to Tenant’s other parking rights under the Lease(as hereby amended), at no additional cost to Tenant, Tenant shall have theexclusive right to use the fifteen (15) covered (but not enclosed) parkingstalls identified on Exhibit C attached hereto (the “Covered Stalls”)during the Lease Term. The Covered Stalls are located on the sub-deck level ofthe parking deck, which is located on the same level as the vehicle entrance tothe enclosed portion of the Parking Garage. At Tenant’s expense, Tenant
 

 
   shall have the right to install signs identifying the Covered Stalls asbeing reserved or dedicated exclusively for the use of Tenant.     5. Storage Space. Attached hereto as Exhibit E is a floor plan of a portionof the garage level of the Project that identifies, among other areas, a room designated “Storage –VRC,” consisting of 522 square feet (the “VRC Storage Room”). Landlord hereby leases to Tenant andTenant hereby leases from Landlord the VRC Storage Room. In addition to the other amounts payableby Tenant under the Lease, as hereby amended, Tenant will pay $12.00 per square foot per year ingross rent for the VRC Storage Room. The gross rent for the VRC Storage Room will increase by twopercent (2%) per year (cumulatively) during the Lease Term, effective as of each anniversary of theRent Commencement Date. Tenant’s initial gross rent for the VRC Storage Room is $6,264.00 per yearor $522.00 per month, to be paid along with Base Rent for the Leased Premises. Tenant will haveaccess to the VRC Storage Room at all times. The obligation to pay said gross rent for the VRCStorage Room will commence on the Rent Commencement Date.     6. Tenant Improvements. The plans and Amcon’s 12/16/08 restroom revision bulletinattached hereto as Exhibit D shall be deemed to be a part of Tenant’s Plans andSpecifications (as said term is defined in Section 8.2(b) of the Lease) and the improvements andwork shown and described therein (the “New Restroom Improvements”) shall be included among theTenant Improvements to be completed by Landlord. Tenant has or will pay for the New RestroomImprovements, and Landlord agrees, pursuant to paragraph 7 herein, to contribute one half($32,447.50) for said improvements through the Base Rent Credit described in Paragraph 7 herein.     7. Base Rent Credit. One half (1/2) of the total cost of the New RestroomImprovements estimated at $64,895.00 will be a credit against Tenant’s first month of Base Rent dueLandlord, resulting in a decrease in the Tenant’s Base Rent for the first month following the RentCommencement Date, in the amount of $32,447.50.     8. Commencement Date and Rent Commencement Date. The Commencement Date is hereinafterdefined as March 2, 2009, and the Rent Commencement Date is hereinafter defined as September 2,2009.     9. Ratification. Except as expressly amended hereby, all of the terms, provisions,covenants and conditions of the Lease are hereby ratified and confirmed and shall continue in fullforce and effect. In the event of any conflict or inconsistency between the Lease and thisAmendment, the terms of this Amendment shall govern and control.     10. Successors and Assigns. This Amendment shall be binding upon and inure to thebenefit of each of the parties hereto and their respective successors and assigns.     11. Authority. The individuals executing this Amendment hereby represent and warrantthat they are empowered and duly authorized to so execute this Amendment on behalf of the partiesthey represent.
 

 
     12. Counterparts. This Amendment may be executed in several counterparts, each ofwhich shall be deemed an original, and all of which together shall constitute one and the sameinstrument.[Signatures Appear On Next Page]
 

 
[Signature page to First Amendment to Lease]     IN WITNESS WHEREOF, the parties have hereunto set their hands this 31st day ofMarch, 2009.         LANDLORD:    **Windsor Plaza, LLC**, a Minnesota limited    liability company           By: /s/ Jay Scott            Its: President           TENANT:    **Virtual Radiologic Corporation**, a Delaware    corporation           By: /s/ Robert C. Kill           Its: President and Chief Executive Officer