Exhibit 10
LANVISION SYSTEMS, INC.
First Amendment to the Reseller Agreement between IDX Information Systems
Corporation and LanVision, Inc.
IDX Information Systems Corporation
40 IDX Drive
South Burlington, Vermont 05403
(802) 862-1022
First Addendum to LanVision Reseller Agreement
Between
IDX Information Systems Corporation and LanVision, Inc.
THIS ADDENDUM is made as of May 3, 2002 by and between IDX Information
Systems Corporation ("IDX"), at its offices in South Burlington, Vermont and
LanVision, Inc. ("LanVision"), at its offices in Cincinnati, Ohio.
BACKGROUND OF AGREEMENT
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IDX and LanVision entered into a written agreement, entitled "LanVision
Reseller Agreement," dated January 30, 2002, which governs the resale of
LanVision computer programs. By this Addendum, the parties wish to amend the
LanVision Reseller Agreement (the "Agreement").
IN CONSIDERATION of the premises, the covenants set forth herein, and
other consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. SCOPE AND EFFECT
This Addendum modifies, supplements and amends the Agreement, and in the
event of any inconsistency between the terms of this Addendum and the
terms of the Agreement, the terms of this Addendum shall govern and
control. In all other respects, the Agreement is and shall remain in full
force and effect. Unless expressly indicated to the contrary hereinbelow,
the defined terms used in the Addendum shall have the meanings ascribed to
them in the Agreement.
2. SCHEDULE A
The following software products shall be added to the list of LanVision
Software in Section 1 of Schedule A:
Entry Scan; and
LanVision Application Bridge (LAVB)
3. MISCELLANEOUS
3.1. Binding Effect. This Addendum shall be binding upon and shall
inure to the benefit of the parties hereto and their
respective heirs, legatees, personal representative and other
legal representatives, successors and permitted assigns.
3.2. Entire Agreement. This Addendum constitutes the entire sum of
changes of any kind or nature to the Agreement, and there are no
changes, representatives, warranties, covenants or obligations of
any kind except as set forth herein. This Addendum supersedes all
prior and contemporaneous agreements, understanding, negotiations
and discussions, written or oral, of the parties hereto, relating to
any transaction contemplated by this Addendum. There have been no
changes to any other agreement entered in to in connection
therewith, unless reduced to writing and made a part of an addendum
to such other agreement. Except as otherwise especially provided
herein, nothing in this Addendum is intended or shall be construed
to confer upon or to give any person other than the parties hereto
any rights or remedies under or by reason of this Addendum.
3.3. Amendments. This Addendum may be amended only in writing executed
by the parties affected by such amendment.
LANVISION, INC. IDX INFORMATION SYSTEMS
CORPORATION
By: /s/ J. Brian Patsy By: /s/ Michael E. Raymer
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J. Brian Patsy, President Michael E. Raymer
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[Name and Title] [Name and Title]
3 May 2002 17 May 2002
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[Date] [Date]