Confidential

Exhibit 10
LANVISION SYSTEMS, INC.

Reseller Agreement between Siemens Medical Solutions Health Services Corporation
and LanVision Systems, Inc. and LanVision, Inc. entered into on September 12,
2002.

RESELLER AGREEMENT

This agreement ("Agreement") is made and entered into this 12 day of
September, 2002 ("Effective Date") by and between SIEMENS MEDICAL SOLUTIONS
HEALTH SERVICES CORPORATION, a Delaware corporation, located at 51 Valley Stream
Parkway, Malvern, Pennsylvania 19355 ("Siemens") and LANVISION SYSTEMS, INC.,
located at 5481 Creek Rd., Cincinnati, Ohio 45242, and LANVISION, INC., located
at the same address (collectively, LanVision Systems, Inc., a Delaware
corporation and LanVision, Inc., an Ohio corporation, shall be referred to as
"LanVision"). This Agreement replaces in its entirety and terminates, except as
otherwise noted in Exhibit B, the agreement dated 21 February 1998 by and
between SHARED MEDICAL SYSTEMS CORPORATION (now known as Siemens Medical
Solutions Health Services Corporation) and LanVision.

1. Background.

1.1. Siemens is in the business of providing health information systems and
services to the health industry.

1.2. LanVision is in the business of providing medical record software
applications and services utilizing document imaging and workflow
technologies to the health industry.

1.3. The parties desire to enter into a relationship in which Siemens will
market and sublicense the Software and Documentation to End Users and
offer delivery, installation, First-Level Support and Second-Level Support
services to End Users. LanVision will provide, at Siemens' request:
marketing, installation, programming, development, and Third-Level Support
services to Siemens, all as set forth herein.

2. Definitions. The following definitions shall apply:

2.1. "Agreement" shall mean this Reseller Agreement and all present and future
incorporated exhibits, schedules, appendices, addenda, and written
amendments.

2.2. "Application Software Fee(s)" means the price list upon which the Software
Royalty Fees and Support Fees are calculated and paid per End User as set
forth in Exhibit H.

2.3. "Concurrent Usage" is defined in Exhibit H, PART 1, SECTION 1, section g.

2.4. "Change of Control" of LanVision shall be deemed to have occurred if: (i)
any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act (other than LanVision, a controlled affiliate of
LanVision, any trustee or other fiduciary holding securities under any
compensatory benefit plan of LanVision or an affiliate of LanVision, or
any entity owned directly or indirectly by the stockholders of LanVision

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

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in substantially the same proportions as their ownership of stock of
LanVision), is or becomes the beneficial owner, directly or indirectly, of
Voting Securities representing more than fifty percent (50%) of
LanVision's then outstanding Voting Securities; (ii) a merger or
consolidation of LanVision with any other corporation which is not a
controlled affiliate of LanVision is consummated, other than a merger that
would result in the Voting Securities of LanVision outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) more
than ninety-five percent (65%) of the combined voting power of the Voting
Securities of LanVision (or the comparable voting securities of such
surviving entity) outstanding immediately after such merger or
consolidation, provided, that a merger or consolidation effected to
implement a re-capitalization of LanVision or such affiliate (or similar
transaction) in which no person acquires more than thirty-five percent
(35%) of the combined voting power of LanVision's then outstanding Voting
Securities shall not constitute a "Change of Control" of LanVision; or
(iii) the sale or disposition by LanVision of all or substantially all of
LanVision's assets, other than to a controlled affiliate of LanVision, is
consummated.

2.5. "Corrections" shall mean modifications to the source code solely to
develop bug fixes and error corrections for the Software.

2.6. "Deliverables" shall mean current and future Software, all Streams of
Enhancements and all associated Technical Materials and Documentation. The
Deliverables existing as of the date of this Agreement are also listed in
Exhibit A.

2.7. "Documentation" shall mean the current and future technical and user
manuals, instructions and user guides, including updates thereto, relating
to the Software, whether in printed or electronic format, developed by or
on behalf of LanVision.

2.8. "End User" shall mean any entity that enters into a sublicense agreement
with Siemens that includes the Software.

2.9. "End User Software Sublicense Agreement" shall refer to a written
agreement between Siemens and End Users, which shall at a minimum contain
language that protects LanVision and its Software in a manner that (i) is
no less protective than as set forth in Exhibit E; and (ii) is consistent
with the methods and language used by Siemens to protect itself and its
software.

2.10. "First-Level Support" shall mean issue recognition and problem
determination and resolution procedure processing.

2.11. "First Productive Use" shall mean the date on which live data at an End
User site is first processed through the Software and used in the live
operation of the End User's facility.

2.12. "Included Products" shall mean Third Party Components that are included in
the cost of the Software and provided to Siemens along with the LanVision
Software for redistribution to End Users.

2.13. "LanVision Application Object" is defined in Exhibit H, PART 1, SECTION 1,
section g.

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2.14. "New Product" shall mean a new offering that provides an application
solution not previously available or provides substantially different
functionality.

2.15. "Non-Included Products" shall mean Third Party Components that are not
included in the cost of the Software and shall include three (3)
categories of products: 1) third party software that must be purchased
from LanVision ("Category 1"); 2) third party software that may be
purchased from LanVision ("Category 2"); and 3) third party software that
must be purchased through a channel other than from LanVision ("Category
3").

2.16. "Ongoing Proper Siemens Support" shall mean the provision of Third-Level
Support by LanVision or its successor at an aggregate response level and
quality of service no less than it performs for its own customers.

2.17. "Per Visit" shall mean an individual patient's visit to or admission to an
End User's clinic, hospital, or other End User affiliated facility during
a calendar year that creates a billable activity or service, as reported
in End User's annual census.

2.18. "Professional Services Fees" shall mean the fees paid by Siemens to
LanVision for the services described in Exhibit I and that LanVision or
its approved sub-contractors provide.

2.19. "Prospective End User" shall mean a Siemens client or prospective Siemens
client to whom Siemens is actively marketing the Software and any Siemens
Software. "Actively marketing" shall mean that Siemens has conducted (i)
executive level meetings regarding the licensing of the Software and any
Siemens Software at the subject site within the preceding six (6) months,
and/or (ii) demonstrations of the Software and any Siemens Software at the
subject site within the preceding six (6) months.

2.20. "Releases" shall mean a redistribution of the Software to End Users,
containing an aggregation of Updates and/or minor functional, operational
and/or performance improvements. (e.g. A Release is identified by a change
in a number, specifying the unique revision state of the Software, which
number is to the right of the first decimal point (from V 3.4.11 to V
3.5.0).

2.21. "Second-Level Support" shall mean the resolution of problems that are
beyond the capabilities of the First-Level Support personnel, but do not
require access to, or knowledge of, the source code. In addition to a more
in-depth knowledge of the LanVision Software, individuals performing
Second-Level Support must have extensive knowledge of the hardware
platform, operating system, networking, database, imaging, workflow and
other elements of the overall system implementation. Onsite visits may be
required in the performance of Second-Level Support.

2.22. "Siemens Competitor" shall mean any entity, including its parents,
subsidiaries, and divisions, or partnerships and joint ventures, that
derives at least fifty percent (50%) of its gross revenues from hardware,
software, and/or services that compete with those of Siemens; provided,
however, that Siemens Competitor shall not include a parent, subsidiary,
or division of an entity, or any partnerships or joint ventures in which
an entity holds an equity interest so long as those portions of the entity
that are competing

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CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

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with Siemens have no right to access, use, license, market, remarket, or
support LanVision's Software after a Change of Control of LanVision (e.g.,
Cerner, Eclipsys, Meditech, IDX, McKesson-HBOC).

2.23. "SOAR" shall mean a Siemens Systems and Operations Assurance Review
conducted by Siemens with the End User to prepare the End User for the
implementation of the Software.

2.24. "Siemens Software" shall mean any past, current or future Siemens
proprietary software application that it has or will license or sublicense
to current or prospective customers.

2.25. "Software" shall mean the software (as described in Exhibit A) and future
software with substantially the same functionality as the current software
developed, marketed and licensed by LanVision to Siemens hereunder.

2.26. "Project Implementation Activities" shall mean the earliest date on which
Siemens performs billable implementation activities or services, or the
date that Siemens and the End User mutually agree on an implementation
plan or the date that Siemens places a hardware order relating to the
Software for the End User.

2.27. "Software Royalty Fees" shall mean the amount paid to LanVision based on
the Application Software Fees per Exhibit H.

2.28. "Streams of Enhancements" means future Updates and Releases. Streams of
Enhancements shall also include Versions as long as Siemens is paying
Support Fees for LanVision's Version Upgrade Assurance under Section 14.4
herein or a substantially similar LanVision support program under a
different name.

2.29. "Support Day(s)" shall consist of eight (8) cumulative hours of support,
programming, development or training activity performed by any designated
LanVision representative.

2.30. "Support Fees" shall mean the fees paid by Siemens to LanVision for the
provision of Third-Level Support as set forth in Section 14.4.

2.31. "Technical Materials" shall mean the items describing the technical
functionality and specifications of the Software that is listed under the
heading "Technical Materials" in Exhibit A.

2.32. "Third-Level Support" shall mean the resolution of Software problems that
require use of the Software source code, and the development of all
Updates and Releases. Third-Level Support shall be available pursuant to
Section 14.4 herein.

2.33. "Third Party Components" shall mean all third party software that is
necessary for the proper functioning and usage of the Software and the
related documentation.

2.34. "Updates" shall mean packages of Corrections, as well as revisions
addressing common functional and performance issues, released to the End
User. (e.g. An Update is identified by a change in a number, specifying
the unique revision state of

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CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
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the Software, which number is to the right of the second decimal point
(from V 3.4.11 to V 3.4.12)).

2.35. "Version Upgrade Assurance" shall mean the right to receive new Versions
[CONFIDENTIAL] provided Support Fees described in Section 14.4 are paid.

2.36. "Versions" shall mean new features packaged as part of existing Software
containing substantially new architecture and/or additional functional,
operational and/or performance improvements. A Version is identified by a
change in a number, specifying the unique revision state of the Software,
which number is to the left of the first decimal point. (e.g., from V
3.4.12 to V 4.0.0).

2.37. "Voting Securities" shall mean (i) the Common Stock and any other
securities (including voting preferred stock) issued by LanVision which
are entitled to vote generally for the election of directors or other
governing body of the company, whether currently outstanding or hereafter
issued, and (ii) all rights, warrants, options, convertible securities or
indebtedness, exchangeable securities or indebtedness, or other rights,
exercisable for or convertible or exchangeable into, directly or
indirectly, Common Stock or any such securities, whether at the time of
issue or upon the passage of time or the occurrence of some future event.

3. Executive Team.

To oversee the parties' relationship under this Agreement, Siemens and
LanVision will create an Executive Team, comprised of two senior managers
from each organization. The Executive Team will meet at least quarterly
and more frequently if required throughout the term of this Agreement and
be responsible for monitoring the progress of the relationship,
recommending and causing improvements to be implemented, and discussing
mutual strategy as it relates to this Agreement. In the event of a
deadlock the Executive Team will submit to dispute resolution pursuant to
Section 16.

4. Change of Control

4.1. If LanVision undergoes a Change of Control and the acquirer is a Siemens
Competitor, then the provisions in Section 10.3, regarding Ongoing Proper
Siemens Support, and Section 23.1.3, regarding source code release, shall
apply.

4.2. LanVision shall provide prompt notice to Siemens of any Change of Control
of LanVision, or any publicly announced agreement or publicly announced
intention to engage in such Change of Control, in accordance with Section
24.9, identifying the full corporate name and address of the acquirer,
unless LanVision is precluded from identifying the acquirer under the
terms of the proposed transaction.

4.3. If LanVision undergoes a Change of Control that involves the disposition
by LanVision of all or substantially all of LanVision's assets, to the
extent such assets sold include the Software or rights to the Software, to
a party other than a controlled affiliate of LanVision, then LanVision
warrants that the entity or entities acquiring such assets shall assume
LanVision's obligations under the Agreement. If LanVision undergoes any
other Change of Control and, subsequent to the Change of Control, the
acquiring party seeks

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to transfer all or a substantial portion of LanVision's assets to a party
other than a controlled affiliate of LanVision, then LanVision warrants
that the entity or entities acquiring such assets shall assume LanVision's
obligations under the Agreement.

4.4. In the event that LanVision seriously entertains a formal offer from a
third party to acquire LanVision's stock which will effect a Change of
Control or substantially all of LanVision's assets, LanVision shall
[CONFIDENTIAL].

5. Software Changes.

5.1. To provide input into the process of making future Software changes, the
parties will create a Project Team comprised of dedicated and
knowledgeable personnel from each party. The Project Team will meet on a
mutually agreed upon schedule. Project Team leaders may also participate
in Executive Team meetings and issue status reports to the Executive Team
as required by the Executive Team. It is understood and agreed that
LanVision will provide a migration path for interoperability for the
Software for all future Updates, Releases, Versions and programming
changes delivered to Siemens, except if both parties mutually agree
otherwise.

5.2. Siemens and LanVision recognize that further integration of the current
and future Software with Siemens Software will enhance the marketability
of the Software to End Users. Siemens and LanVision intend to consider
future integration requirements, based upon the recommendations of the
Project Team, throughout the term of this Agreement. In addition, the
parties agree to consider separate agreements wherein LanVision shall
consider integration of its Software with [CONFIDENTIAL]

5.3. LanVision warrants and Siemens acknowledges that the Software integrates
with Siemens Software existing as of the Effective Date, and that the
items noted as "Private Label Enabled" in Exhibit A are capable of being
private labeled by Siemens (Private Label Enabled) as a component of
Siemens Software. All LanVision labels except such proprietary markings
described in Section 7.2, in the Software will be removed and replaced by
Siemens with LanVision's assistance, at Siemens' election, with Siemens
Software labels.

5.4. Any changes in the Siemens Software that require changes in the LanVision
Software are billable to Siemens at the then current Professional Services
Fees contained in Exhibit I unless otherwise agreed to by the parties.

5.5. Siemens will initially make available [CONFIDENTIAL]

Siemens will integrate [CONFIDENTIAL]

LanVision will supply to Siemens [CONFIDENTIAL] the Software
Developer Kit (SDK), including appropriate documentation for LVAB.
LanVision will also make resources available as needed
[CONFIDENTIAL] to Siemens to advise Siemens regarding the interface
to LVAB or to answer questions about LVAB, and will provide support
to Siemens [CONFIDENTIAL] so long as Siemens pays Support Fees as
set forth in Section 14.4.

Siemens will offer [CONFIDENTIAL]

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EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

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[CONFIDENTIAL]

6. Software Rights and Sublicenses.

6.1. LanVision grants to Siemens and Siemens' subsidiaries the non-exclusive,
worldwide right to: i) integrate and/or embed LanVision's Software and all
supporting technology foundation/infrastructure components ("LanVision
Products") into Siemens' and its subsidiaries' products and services; ii)
copy, market, sublicense and distribute such LanVision Products and
accompanying Documentation; iii) private label LanVision Products; and iv)
sublicense the LanVision Products to End Users on a perpetual or term
basis [CONFIDENTIAL]. This license grant will include the use of LanVision
Products with all Siemens' and its subsidiaries' products and third-party
interfaced products. The parties may also by amendment establish pricing
for the provision of application service provider services using the
LanVision Software.

6.2. Siemens shall have the right to sublicense all Included Products and
Non-Included Products for the Software specifically including Third Party
Components and including but limited to those listed in Exhibit C, Part 2,
throughout the United States. LanVision shall diligently, and using all
good faith efforts, pursue on behalf of Siemens such rights to sublicense
all future Third Party Components that may not be provided under current
LanVision Third Party Component vendor agreements. Siemens' right to
sublicense on a world-wide basis the Third Party Components is conditioned
on LanVision having or obtaining such rights from its third party software
suppliers for End Users located outside the United States. For any rights
that LanVision does not have, LanVision shall diligently, and using all
good faith efforts, promptly pursue such rights for Siemens to sublicense
all such Third Party Components on a world-wide basis, and LanVision shall
provide written status reports on such progress to Siemens on the Third
Party Report.

6.3. Internal Use License. LanVision grants to Siemens and Siemens'
subsidiaries a royalty-free license for the internal use only of the
Deliverables by Siemens and its subsidiaries solely for purposes of
enabling Siemens, if it so elects, to perform testing, version control,
support, interfaces, training and to market, and sublicense the LanVision
Software; and to provide support services to End Users.

6.4. All copyrights, patents, trade secrets, and other intellectual property
rights associated with the Deliverables and any ideas, concepts,
methodologies, techniques, inventions, processes, or works of authorship
(collectively "Work Product") developed or created by LanVision or its
contractors, successors, assigns, or nominees, shall belong exclusively to
LanVision. Siemens shall have no proprietary interest or claim in or to
any Work Product. Siemens shall not decompile or otherwise reverse
engineer or decode the Software; provided that in the event Siemens
receives delivery of the Software source code from escrow, Siemens shall
have the right to use such source code to perform programming changes and
other development activities so long as LanVision's Work Product is
protected and Software Royalty Fees, not subject to the right to withhold
or set-off provisions of this Agreement, are paid to LanVision. Siemens
acknowledges that a breach of its obligations under this Section 6.4 may
cause irreparable harm for which monetary damages may be inadequate.
LanVision will be entitled to seek injunctive relief for any such
breaches.

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6.5. It is understood and agreed that in the event Siemens discovers that an
End User has exceeded its authorized license usage, Siemens shall, upon
discovering such event, use all reasonable efforts to (i) enforce the End
User Software Sublicense Agreement and (ii) exercise any other reasonable
remedies allowed and available to collect fees due and/or enforce the End
User Software Sublicense Agreement. Provided Siemens performs its
responsibilities under this subsection, LanVision shall not treat such
excess use by an End User as a sublicense violation or other violation of
LanVision's intellectual property rights by Siemens. However, LanVision
shall consider such excess use by an End User as a license violation or
other violation of LanVision's intellectual property rights and LanVision
may choose to avail itself of the rights and remedies set forth in Section
20.

6.6. Siemens shall not authorize an End User to distribute, modify or reproduce
(other than for its own internal purposes within the scope of the End User
Software Sublicense Agreement) any Deliverables.

7. Siemens Rights and Responsibilities.

7.1. Siemens shall market and sublicense the Software and Documentation
commensurate with market demand for the Software. Siemens' marketing
efforts outside the United States are also conditioned on the availability
of localized versions of the Software, the availability of necessary Third
Party Components, and intellectual property indemnities for such countries
from LanVision.

7.2. Siemens will incorporate appropriate information about the Software and
Documentation with LanVision's assistance in Siemens' software
documentation, will identify the Software and Documentation as being
proprietary to LanVision, and will include all proprietary markings
required by LanVision as shown in Exhibit A, Section 2.

7.3. Siemens may, but is not required to, offer the Software and Documentation
for sublicense on a private label basis, i.e., Siemens may sublicense the
Software under one or more trade names to be selected by Siemens. In no
event shall LanVision market the Software under the trade names chosen by
Siemens without Siemens' prior knowledge and consent in order to avoid
duplication of efforts and confusion in the Siemens customer and prospect
basis.

7.4. Siemens shall have the right to use, modify, and/or distribute LanVision's
marketing materials and Documentation related to the Software as deemed
appropriate by Siemens and with LanVision's prior written approval which
shall not be unreasonably withheld. Siemens is responsible for the
creation and delivery of marketing materials to Prospective End Users,
including adaptation of LanVision materials associated with any private
labeled Software and/or Documentation offered for sublicense.

7.5. Siemens will receive training from LanVision pursuant to Section 8.5, or
upon terms and conditions agreed to by the parties, to enable Siemens to
provide current and future Software installation and support services and
marketing and sales support. Siemens may employ a "train the trainer"
approach, whereby LanVision will train and provide periodic update or
refresher training to a core group of Siemens personnel identified

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by Siemens such that they will then be able to train other Siemens
personnel. If Siemens requests that training occur at other than
LanVision's facilities, Siemens shall reimburse LanVision for reasonable
travel and living expenses in accordance with Siemens' then-current travel
and living reimbursement policy. Siemens' current travel and living policy
is attached as Exhibit J.

7.6. Siemens will offer to contract with End Users for the provision of
installation, interface, integration, and/or support services, as
appropriate.

7.7. Siemens will be prepared to receive support services from LanVision as
contemplated in Section 10. Siemens will install appropriate Software
Updates, Releases, Versions, and programming changes that are provided by
LanVision in a timely manner in accordance with Siemens release schedule.

7.8. In the event LanVision or Siemens generates press announcements
("Releases") that specifically promote or describe the other party, sales
or significant milestones by the other party, or the relationship created
by this Agreement, the generating party will notify the other party of the
anticipated press announcement, and will provide a copy of the press
announcement to the other party for the other party's review, comment and
approval prior to release of the press announcement. Neither LanVision nor
Siemens shall issue any such press release or make any public statement
about the other party without such approval, except to the extent that may
be required by law, rule, or regulation. Approval of press releases shall
be deemed to occur if the sending party does not receive written notice of
objection or suggested changes within thirty (30) days after receipt of
the press release by the other party. Notwithstanding the foregoing,
LanVision shall not be deemed to be in breach of this Section in the
event, in accordance with its legal obligations including, but not limited
to, filings permitted or required by the Securities Act of 1933 or the
Securities Exchange Act of 1934, the NASDAQ Stock Market, Inc. or other
similar regulatory bodies, makes (i) such Releases or other public
statements and announcements as LanVision deems necessary and appropriate
in connection with this Agreement and the transactions contemplated
thereby and (ii) any and all statements LanVision deems in its sole
judgment to be appropriate in any and all filings, prospectuses and other
similar documents. LanVision shall use reasonable efforts to provide
Siemens with a copy of any Releases before any publication of same;
provided that, if the content of the Release is, in the sole judgment of
LanVision reasonably exercised, substantially similar to the content of a
Release previously provided to Siemens, LanVision shall have no obligation
to provide Siemens with a copy of such Release. Siemens may make comments
to LanVision with respect to any such Releases provided to Siemens,
provided however, LanVision is not required to incorporate any such
comments into the Releases, except to the extent that such comments from
Siemens relate to its business or information.

7.9. Siemens shall perform product interface programming and testing with the
assistance of LanVision pursuant to the provisions of Section 8.5 of this
Agreement. Siemens shall be solely responsible to [CONFIDENTIAL].

8. LanVision Rights and Responsibilities.

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8.1. LanVision agrees to diligently perform research and development throughout
the term of this Agreement to enhance and otherwise improve the
Deliverables. Such research and development shall include, without
limitation, the delivery to Siemens of Updates, Releases and/or Versions
to ensure the compliance of the Deliverables with federally-mandated
changes and compatibility of the Software with the Third Party Components
of the Software, such compatibility to occur within [CONFIDENTIAL] after
the general availability of the Third Party Components from the third
party vendor if that timeframe and such compatibility are commercially
feasible; provided Siemens shall receive such enhancement no later than
LanVision delivers such capability to any other entity. Siemens shall have
the right to provide input into the LanVision product planning process and
Beta testing in a manner mutually agreeable to both parties, except to the
extent Siemens' participation will cause undue delay to LanVision's
development process, involves matters that are proprietary to LanVision or
its other partners or are unrelated to this Agreement.

8.2 LanVision shall diligently, and using all good faith efforts, pursue on
behalf of Siemens all necessary rights for Siemens to sublicense all
Included Products and Non-Included Products (Category 1 and Category 2)
required to operate the Deliverables. Exhibit C contains a listing of the
Third Party Components required. LanVision shall report to Siemens
[CONFIDENTIAL] (or earlier, in the event of a significant change) on all
current agreements LanVision has entered into with its Non-Included
Products vendors (Category 1 and Category 2) ("Third Party Report") any
changes in pricing or licensing models (such changes to be prospective
only) upon LanVision's receipt of notice from the third party of such
intentions or actual decisions to change the price or licensing model and
in any event no later [CONFIDENTIAL] prior to the change or the effective
date of the third party pricing or licensing model change, whichever is
sooner. The Third Party Report will also describe any changes, additions
or deletions that may materially affect Siemens rights under this
Agreement which information shall include extent of the rights granted,
term of the agreement, restrictions and requirements on sublicensing and
distribution, and technical requirements.

8.3. Upon mutual agreement of the parties and at rates to be negotiated by the
parties at the time, LanVision shall perform, in a mutually agreeable
timeframe, technically-feasible Software programming changes that may be
requested by Siemens.

8.4. LanVision will provide support services to Siemens as described in Section
10 in consideration of Siemens paying to LanVision the Support Fees
described in Section 14.4.

8.5. LanVision will provide [CONFIDENTIAL] after the Effective Date, to enable
Siemens to (i) perform product integration, First-Level and optional
Second-Level technical support, marketing and sales support, and (ii)
train Siemens trainers to teach product integration, technical, marketing
or sales support functions to other Siemens employees. Siemens will
reimburse LanVision for reasonable travel and living expenses incurred by
LanVision in the course of providing this technical support, marketing and
sales support pursuant to Exhibit J. Additional training requested by
Siemens shall be provided by LanVision at its then-current, published
training rates.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

8.6. LanVision will identify in Exhibit A any distinguishing marks or
proprietary notices that must accompany the Software and Documentation
when distributed to End Users which Exhibit A may be modified by LanVision
from time to time.

8.7. LanVision will provide to Siemens source Documentation material in
machine-readable form such that Siemens may adapt and include the
Documentation in Siemens' softcopy library (for CD-ROM distribution to End
Users), the specific formats of such materials to be specified by Siemens.

8.8. LanVision will participate in Siemens user group meetings as reasonably
requested by Siemens for purposes of receiving input into LanVision's
development plans.

9. Delivery of Software and Deliverables.

After Siemens' request, LanVision will promptly deliver to Siemens all
object code versions of the Software as documented in Exhibit A.
Thereafter, LanVision will promptly deliver to Siemens all Software
Updates, Releases, Versions, and Software programming changes, along with
updates or revisions to Technical Materials and Documentation as they are
made generally available to resellers and/or LanVision customers.
LanVision shall also provide Siemens with [CONFIDENTIAL] prior notice of
the release of any new Software, Release, Version or programming changes,
except when LanVision must release an emergency bug fix or emergency
Release.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

10. Support

10.1. LanVision Support Services. Attached as Exhibit D is a standard
Siemens End User support agreement. As between Siemens and LanVision,
LanVision shall perform for Siemens all Third-Level Support (and, upon
mutual agreement of the parties, Second-Level Support) relating to the
Deliverables, and shall otherwise perform in a manner that assists and
facilitates Siemens' provision of its services to End Users, provided that
the Siemens support agreement (Exhibit D) does not conflict with the terms
and conditions of this Agreement. LanVision will provide a migration plan
([CONFIDENTIAL]) from a sunset product to a replacement product. If
Siemens or the End User discontinues payment of Support Fees, and wishes
to later upgrade to a current Version, Siemens must retroactively pay all
prior Software Support fees from the day of discontinued support for that
End User.

Also, so long as Siemens is paying Support Fees, LanVision shall:

10.1.1. Provide support for the current Version and version-minus-one in
accordance with a mutually agreed severity priority list except for
products that have been sunset, in accordance with Sections 10.1 and
10.1.2.

10.1.2. Provide Siemens with no less than [CONFIDENTIAL] notice of the
sunset date of any Software.

10.1.3. Provide federally mandated changes to the Deliverables.

10.2. Siemens will offer to provide all levels of support directly to End
Users, including First-Level Support. LanVision shall have no obligation
to provide First or Second-Level Support directly to End Users, subject to
LanVision providing all reasonably necessary documentation to Siemens in
order for Siemens to perform support to End Users.

10.3. Upon a Change of Control involving a Siemens Competitor, Siemens
shall be entitled to Ongoing Proper Siemens Support. LanVision, or its
successor, shall not be considered to be deficient in its support
obligations, until and unless the response level and quality of service
provided to Siemens and/ or its End Users, materially differs from the
response level and quality of service provided for the median of (i)
LanVision's prior service performance; and (ii) that service provided to
all LanVision's own customers.

10.4. The parties agree that continuation of End User support after the
expiration or termination of this Agreement is very important. Therefore,
Siemens shall have the right to continue providing support services to End
Users after the expiration or termination of this Agreement, and LanVision
will continue to provide support services to Siemens for the remainder of
the then-current term of each End User's support agreement with Siemens
which includes the Software, at LanVision's then prevailing support rate,
less [CONFIDENTIAL] if this Agreement is terminated due to LanVision's
breach. If the Agreement is terminated due to Siemens' breach, LanVision
shall provide support services to Siemens at LanVision's then-prevailing
support rate plus [CONFIDENTIAL]. If Siemens is unable or does not elect
to provide support services to End Users, LanVision agrees to offer
support services to affected

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

End Users subject to LanVision's then current, generally applicable
support terms and fees.

10.5. LanVision shall not be responsible for Software problems or errors to
the extent those problems or errors are the result of (i) modifications or
other Software programming changes made by anyone other than LanVision,
(ii) Siemens' or End Users' failure to use correct operating procedures,
or (iii) error or malfunction in the equipment or other software (other
than the third party software listed in Exhibit C) with which the Software
is used. If Siemens requests support services that LanVision believes are
not LanVision's responsibility for the reasons stated in this subsection,
as soon as LanVision is made aware of this fact LanVision shall so advise
Siemens in writing, including a statement of LanVision's charges to
perform such services. Siemens shall pay LanVision on a time and materials
basis at LanVision's then-current rates for any support services rendered
regarding problems or errors for which LanVision is not responsible.

11. Confidentiality.

11.1. Each party shall retain in strict confidence the confidential
information of the other party. Examples of confidential information
include, without limitation, trade secrets, software, the Deliverables,
specifications, designs, development plans, business plans, sales
projections, business records, prices, the business terms of this
Agreement, information relating to each party's employees and customer
lists. Confidential information of a party shall only be used by the other
party in the course of performing its responsibilities under this
Agreement, and will be disseminated only on a need-to-know basis among its
employees and agents that have executed an appropriate confidentiality
agreement.

11.2. The obligations of confidentiality set forth in this Section shall
not apply to information (i) disclosed to the extent required by a court
of law or federal, state or local statutes or regulations; (ii)
independently developed by the party receiving the information; (iii)
acquired by a party from a third party not subject to such obligations,
unless that party knew or should have known that the information being
revealed is confidential as described in this Agreement; or (iv) which is
or becomes part of the public domain through no breach of this Agreement
by the revealing party.

11.3. Each party acknowledges that a breach of its obligations under this
Section 11 may cause irreparable harm to the other party for which
monetary damages may be inadequate. Each party will be entitled to seek
injunctive relief for any such breaches, threatened or actual.

11.4. To the extent required by the provisions of the Health Insurance
Portability and Accountability of 1996, as amended ("HIPAA") and
regulations promulgated thereunder, LanVision and Siemens do hereby assure
that each will appropriately safeguard protected health information
("PHI") made available to or obtained by either party pursuant to this
Agreement. Without limiting the obligations of either party otherwise set
forth in this Agreement or imposed by applicable law, each party agrees to
comply with applicable requirements of law relating to PHI and with
respect to any task or other activity each performs on behalf of Siemens
or End User, specifically each party shall:

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

11.4.1. Not use or further disclose PHI other than as permitted or
required by this Agreement or as required by law;

11.4.2. Use appropriate safeguards to prevent use or disclosure of PHI
other than as provided for by this Agreement;

11.4.3. Report to the appropriate party any use or disclosure of PHI not
provided for by this Agreement of which LanVision becomes aware;

11.4.4. Ensure that any approved subcontractors who may have access to PHI
agree to the same restrictions and conditions that apply to Siemens
with respect to PHI;

11.4.5. Make available PHI in accordance with applicable law;

11.4.6. Make PHI available to End User so that End User can make and
incorporate amendments to PHI in accordance with applicable law;

11.4.7. Make available the information required to provide an accounting
of disclosures pursuant to applicable law;

11.4.8. Make each party's internal practices, books, and records relating
to the use and disclosure of PHI received from an End User or either
party available to the Secretary of the United States Health & Human
Services for purposes of determining End Users' compliance with
applicable law; (in all events, each party shall immediately notify
the other of the receipt of any such request, and shall provide the
other party with copies of any such materials);and

11.4.9. Make available the information required to provide an accounting
of disclosures pursuant to applicable law; and

11.4.10. At termination of this Agreement, return or destroy all PHI that
either party still maintains relating to the other in any form and
retain no copies of PHI.

11.5 Each party agrees that this Agreement may be amended from time to time if,
and to the extent required by, the provisions of HIPAA and regulations
promulgated thereunder, in order to assure that this Agreement is
consistent therewith.

12. Warranties.

12.1. LanVision warrants to Siemens during [CONFIDENTIAL] after the Software is
delivered to an End User that the Software will operate materially in
accordance with its Documentation, and that the hardware configuration
contained in Exhibit C, Part 1 is sufficient to operate the Software.
Thereafter, so long as Siemens is paying Support Fees, this warranty shall
continue in effect. LanVision shall promptly repair or replace
non-conforming Software so that it performs in accordance with its
Documentation at no cost to Siemens or End Users. Except to the extent
otherwise expressly indicated in Exhibit A, LanVision warrants that all
Software is presently generally available for sublicense and support from
LanVision.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

Due to the nature of computer software programs, the Software may not be
entirely error free; however, this fact shall not relieve LanVision of any
obligation under this Agreement. If Siemens generally changes its warranty
program to shorten its term, LanVision shall be entitled to shorten its
warranty.

12.2. LanVision warrants that the Documentation and Technical Materials
provided by LanVision to Siemens will be accurate and complete to the best
of LanVision's knowledge.

12.3. Each party warrants that the services it provides under this
Agreement will be provided in a timely, competent, and workmanlike manner.

12.4. LanVision warrants that it owns or otherwise has the right to grant
the sublicenses and rights set forth in this Agreement. Additionally,
LanVision warrants that neither Siemens nor any End User will be required
to obtain any other Third Party Components in order to operate the
Software, except for the items designated "Non-Included Products" in
Exhibit C, Section II which may be modified periodically by LanVision with
no less than [CONFIDENTIAL] prior notice to Siemens.

12.5. LanVision warrants that it has not placed, nor is LanVision aware of,
any disabling code in the Software, which would alter, destroy, or inhibit
the Software or Siemens or any End User's use of the Software or the data
contained therein, provided, however, that LanVision shall consider any
excess use of the Software or LanVision-provided Third Party Components by
an End User as a violation of the End User Software Sublicense Agreement
or other violation of LanVision's intellectual property rights and
LanVision may accordingly choose to restrict the use of the Software by an
End User in accordance with the End User Software Sublicense Agreement and
Section 20 of this Agreement if payment of additional fees due or other
reasonable remedies fail pursuant to Section 6.5.

12.6. LanVision warrants that it will not terminate or attempt to
terminate, by modem or by electronic means or by other means, use of the
Software by Siemens or an End-User in connection with any dispute;
provided, however, that (i) LanVision may restrict usage according to the
provisions of Section 6.5 and Section 12.5, (ii) LanVision does not waive
its right to seek an injunction to terminate use of the Software in
connection with any material dispute with Siemens or an End User
hereunder, which dispute shall remain unresolved after the parties' good
faith efforts and all contractually-obligated efforts to resolve such
dispute.

12.7. LanVision warrants that Siemens shall at all times during the term of
this Agreement be entitled to rely on the warranties stated in this
Section for the terms set forth in such warranties, and any additional or
other warranties that LanVision makes generally available to its customers
and/or which LanVision makes generally available to any Software reseller,
remarketer, value added reseller or other non-end user business partner.

12.8. THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHERS INCLUDING
WITHOUT LIMITATION THE

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12.9. LanVision represents and warrants that it and the personnel it intends to
assign to perform services hereunder (i) have not been convicted of a
criminal offense related to health care; and (ii) are not excluded from
participation, and have not been found to be otherwise ineligible to
participate, in a "Federal health care program" as defined in 42 U.S.C.
Section 1320a-7b(f) or any applicable successor statutory section or in any
other government payment program. To comply with subsection (d)(ii),
LanVision must verify and document that subject personnel are not
identified on the Office of Inspector General's and the General Services
Administration's lists of debarred persons. LanVision agrees to provide
Siemens with evidence that background checks of its consultants assigned to
an engagement have revealed no convictions related to health care in the
two years preceding such assignment.

12.10. All LanVision warranties in this Agreement are made to Siemens only and
not to any End Users. Siemens shall be solely responsible for any
warranties it elects to provide to End Users.

13. Intellectual Property Indemnification.

At LanVision's expense as described herein, LanVision shall indemnify,
defend and hold Siemens harmless from and against any claim including
claims by End Users relating to the Software brought in the U.S. or Canada
that any of the Software and/or Documentation infringes a patent,
copyright, U.S. only trademark, or other intellectual property right,
enforceable in the U.S. and Canada, by defending against such claim and
paying all amounts that a court finally awards or that LanVision agrees to
in settlement of such claim. LanVision shall also reimburse Siemens for all
reasonable expenses incurred by Siemens or an End User at LanVision's
request. To qualify for such defense, Siemens must (i) provide prompt
notice of all claims to LanVision, (ii) allow LanVision to control the
defense of the matter, and (iii) cooperate with LanVision in the defense of
the matter.

14. Payments and Expenses.

Sublicense fees - For each sublicense of the Software granted by Siemens to
an End User, Siemens shall pay to LanVision a Software Royalty Fee
calculated in accordance with Exhibit H.

Payment Terms. Amounts to be paid by Siemens to LanVision are defined in
Exhibit H., and are due and payable within [CONFIDENTIAL] of the payment
milestones indicated in this Section 14.

14.1. Siemens shall pay to LanVision the following Software Royalty Fees and
applicable Support Fees in consideration for the sublicensing of the
Software:

14.1.1. For each sublicense of the Software granted by Siemens to an End
User, Siemens shall pay to LanVision the associated Software Royalty
Fees as indicated in Exhibit H, Part 1. Software Royalty Fees due
LanVision for

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

Software sublicenses contracted by Siemens shall be reported and due
and payable to LanVision within [CONFIDENTIAL]after the end of the
calendar month in which the milestone occurs, and the End User
Software Sublicense Agreement shall specify the options ("a" or "b"
below) selected by the End User (which shall correspond with the
relevant payment terms to Siemens in the End User Software Sublicense
Agreement) as follows:

a) Standard Sublicense Payment Plan:

- [CONFIDENTIAL] upon execution by Siemens of an End User
Software Sublicense Agreement, which includes the Software.

- [CONFIDENTIAL] upon the earlier of delivery of the Software
to an End User, or [CONFIDENTIAL] after SOAR begins, or if
there is no SOAR, [CONFIDENTIAL] from the date on which
Project Implementation Activities begin.

b) Departmental Roll Out Plan (DROP):

The DROP plan enables Siemens and End Users to implement a
time-sensitive implementation plan in conjunction with a payment
plan that is designed to allow for an orderly enterprise wide
deployment of the Software by various departments over a

[CONFIDENTIAL] time period.

- [CONFIDENTIAL] upon execution by Siemens of an End User
Software Sublicense Agreement, which includes the Software.

- [CONFIDENTIAL] of the Software Royalty Fee [CONFIDENTIAL]
from execution of the End User Software Sublicense
Agreement.

14.2. Siemens shall provide LanVision with a summary report that lists the
Application Software Fees for each End User that identifies the End
User's name, contract date, the SOAR, or Project Implementation
Activity Date, the Software delivery date, if such information is
available, and the appropriate Software Royalty Fees owed LanVision.
The report shall be sent to LanVision within

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

[CONFIDENTIAL] after the end of the calendar month in which the
Software Royalty Fees payment milestones listed in this Section 14
occurs.

14.3. [CONFIDENTIAL]

14.4. Support - In consideration of LanVision providing Third-Level Support
as described in Section 10, and Version Upgrade Assurance, Siemens
shall pay LanVision, per End User being supported by Siemens, an
annual Support Fee equal to [CONFIDENTIAL] of the Application Software
Fee applicable at the time the End User Software Sublicense Agreement
or amendments thereto is executed (the "Support Fee"). All support
coverage is provided during [CONFIDENTIAL] and outside of these hours
on a time and materials basis in accordance with Exhibit I, or as
otherwise agreed. As to each End User, the Support Fees will commence
on day 1 [CONFIDENTIAL] following delivery of the Software to that End
User, and will be reported and paid [CONFIDENTIAL] in arrears.

14.5. Implementation and Professional Services - Siemens has the right to
purchase implementation and/or Professional Services from LanVision
for specific End Users at the rates published in Exhibit I. LanVision
shall perform such Professional Services as a Siemens' subcontractor
pursuant to the provisions of Exhibit F.

14.6. Miscellaneous Expenses and Costs. Except as otherwise expressly
provided, each party shall bear its own expenses and costs of
performing under this Agreement. If Siemens agrees to reimburse
LanVision for any expenses, LanVision must submit invoices to Siemens
within [CONFIDENTIAL] after the expense is incurred to qualify for
payment.

14.7. Payment Terms. Amounts to be paid by Siemens to LanVision shall be
payable on the date or event specified in this Agreement, or if not
specified, [CONFIDENTIAL] after receipt of a correct invoice from
LanVision. Subject to subsection 14.8 below, Siemens shall pay
[CONFIDENTIAL] after any payment milestone as specified in the
Agreement or after receipt by Siemens of a correct invoice. All
payments shall be in U.S. dollars.

14.8. Right to Withhold or Set-off. Notwithstanding anything to the
contrary, in the event of a good faith dispute regarding professional
services rendered, by LanVision hereunder, upon Siemens' delivery of
at least [CONFIDENTIAL] advance written notice to LanVision, Siemens
shall have the right to withhold or set-off-as determined by Siemens
- amounts claimed due by LanVision for such professional services
pending resolution of the dispute. Siemens will work with LanVision in
good faith to resolve these disputes within a [CONFIDENTIAL]
timeframe. If Siemens so elects to withhold or set off amounts claimed
due by LanVision for previously provided professional services
rendered, then LanVision may elect to suspend its performance of
additional professional services until either the dispute is resolved
or Siemens provides to LanVision its written assurance that it will
pay for such additional services provided, however, that this
provision shall not prevent Siemens from exercising its right to
withhold or setoff for any new dispute regarding invoices for services
that are not the subject of a withheld payment or setoff. Siemens
shall pay undisputed amounts in a in accordance with Section 14.7, and
LanVision shall not declare Siemens in default

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

for withholding or setting off monies claimed due by LanVision in
accordance with Section 14.8.

14.9. Taxes. Siemens shall be responsible for the payment (directly or by
reimbursement of LanVision) of all taxes imposed on LanVision or
Siemens and resulting from this Agreement or any performance under
this Agreement, excluding taxes based on LanVision's income, and
employment taxes and unemployment insurance relating to LanVision's
employees. If Siemens provides LanVision with a copy of its tax
exemption letter or number, LanVision shall not bill Siemens for taxes
to which the exemption applies.

14.10. Third Party Components. All Third Party Components identified in
EXHIBIT C, PART 2, SECTION I as Included Products shall be offered to
Siemens at no additional fee. Exhibit C may be modified periodically
as determined by LanVision. All Third Party Components including those
identified in EXHIBIT C, PART 2, SECTION II as Non-Included Products
shall be offered to Siemens at fees that do not exceed [CONFIDENTIAL].
New Third Party Components which may be added to the Software
periodically, and which will not reduce any Software functionality,
shall be assumed to be Non-Included Products unless otherwise
specified or incorporated into Exhibit C, Part 2, Section I (as
modified) under Included Products. LanVision's cost for the
Non-Included Products are described in Exhibit C under the title
"LanVision Cost for Non-Included Products." Nothing in this Agreement
shall be construed as precluding Siemens from purchasing any
Non-Included Products (Category 1 and Category 2) directly from the
vendor.

14.11. Services Fees Increases. All Professional Services Fees in this
Agreement may be subject to an increase [CONFIDENTIAL].

15. Force Majeure.

Neither party shall be responsible for any delay or failure of performance
resulting from causes beyond its control and without its fault or
negligence.

16. Dispute Resolution.

16.1. In the event that a dispute arises between Siemens and LanVision,
which cannot be resolved in the normal course, the following dispute
resolution procedures shall be followed:

16.1.1. Within [CONFIDENTIAL] business days of a written request by
either party, the parties' respective Project Team leaders
shall meet to resolve the issue; if these parties cannot
resolve the issue within [CONFIDENTIAL] business days of
the meeting, then (ii) the issue shall be submitted to
LanVision's President and Siemens' Vice President,
Purchasing, and the parties' respective Executive Team
members.

16.1.2. This dispute resolution process may occur concurrently with
the exercise of other rights and remedies available under
this Agreement. This provision shall not apply to claims
for equitable relief (e.g., injunction to prevent
disclosure of confidential information).

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

17. Arbitration.

17.1. Any controversy or claim arising out of or relating in any way to
this Agreement, or the breach thereof, which has not been resolved
pursuant to the Dispute Resolution Procedure set forth in Section 16
shall be settled by binding arbitration. Such arbitration shall be
conducted under the auspices of the American Arbitration Association
("AAA"), and shall be governed by the AAA's Commercial Arbitration
Rules (except to the extent that such rules are modified by this
Section). The parties further agree as follows:

17.1.1. that once either party has submitted a written request for
arbitration to the AAA, the parties shall choose an Arbitrator
who is an attorney from a list provided by the AAA of individuals
knowledgeable and experienced in the area of computer information
systems that are designed for processing healthcare data. Within
ten days of receipt of such a list, each party shall notify the
AAA which individuals listed are acceptable as arbitrator. The
Arbitrator shall be chosen by the AAA from the listed
individuals, which both parties found acceptable. If the parties
are unable to choose a mutually acceptable Arbitrator in this
manner, the AAA shall then promptly choose the Arbitrator.

17.1.2. the Arbitration must include all parties and claims involving
common questions of fact or law whose presence is required to
resolve the dispute.

17.1.3. the Arbitration shall be instructed to conduct the proceedings
and render a recommendation in the shortest reasonable time;

17.1.4. this Arbitration provision shall not apply to any claim for
equitable relief (e.g. an injunction to stop copyright
infringement), which any party has relating to this Agreement.

17.1.5. if the parties so agree, they may exchange with each other
memoranda submitted to the Arbitrator setting forth their
respective positions with regard to the issues that need to be
resolved.

17.1.6. the Arbitrator may retain an expert or consultant only with
the express agreement of the parties upon terms, conditions and
fees agreed upon by the parties.

17.1.7. that information and documents not otherwise in the public
domain that are used at or in connection with the arbitration
shall not be disclosed to third parties by the Arbitrator or the
parties without the prior written consent of both parties.
Neither the fact that the arbitration occurred nor the result of
the arbitration shall be admissible in evidence in a subsequent
proceeding brought on the same claims that were presented at the
arbitration.

18. Default.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

18.1. If either party fails to observe or perform any material
obligation under this Agreement, except for circumstances
pertaining to the remedy set forth in Section 14.8 above, the
non-defaulting party may give written notice of breach specifying
the material default. This Agreement may be terminated by the
non-defaulting party [CONFIDENTIAL] after the date of such notice
unless (i) the material failure is corrected within such
[CONFIDENTIAL] period; or (ii) if it is not possible to correct
within such forty-five (45) days, the defaulting party commences
correction within [CONFIDENTIAL] and proceeds diligently to a
cure.

18.2. The right of the non-defaulting party to terminate this
Agreement under this Section is in addition to all other rights
as are available to it at law or equity under this Agreement.

18.3. Termination of this Agreement for any reason shall have no
effect on sublicenses previously granted to End Users. Each party
shall return to the other, at its own expense, all proprietary
information of the other party then in its possession or control,
except as required by a party to provide continuing support
services as described in Section 10.

19. Limitation of Liability; Remedies

19.1 The remedy for LanVision's breach of any provision of this
Agreement shall be repair, re-performance or replacement by
LanVision. In the event that such breach cannot be remedied by
repair, re-performance or replacement or where a repair,
re-performance or replacement remedy is not applicable,
LanVision's total liability to Siemens under this Agreement shall
be limited to [CONFIDENTIAL]. Any sums paid by LanVision as a
result of a breach of Section 11 (Confidentiality) or due under
Section 13 (Intellectual Property Indemnification) shall not be
subject to the limits of this Section.

19.2 Siemens total liability to LanVision for any claim or cause of
action arising out of this Agreement shall be limited to
[CONFIDENTIAL].

19.3 IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO THE
OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR
SPECIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR
LOST PROFITS OR LOST REVENUE EVEN IF THE PARTIES HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.4 Third Party Indemnity. Subject to Section 19.1, LanVision shall
indemnify, defend, and hold harmless Siemens against any third
party claim that the Software fails to meet the warranties in
Section 12 by defending such claims and paying damages that a
court finally awards or that LanVision agrees to in settlement.
To qualify for such defense, Siemens must (i) provide prompt
notice of all claims to LanVision, (ii) allow LanVision to
control the defense of the matter, and (iii) cooperate with
LanVision in the defense of the matter.

20. Right to Audit.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

20.1 During the term of this Agreement Siemens and LanVision shall
maintain complete and correct financial records, business
records, and End User Software Sublicense Agreements required to
verify compliance with this Agreement and all other Third Party
Components license agreements. At any time during the term of
this Agreement and for a period of twelve (12) months thereafter,
each party shall have the right to inspect and audit the relevant
portions of the other's financial records, business records,
Third Party Components license agreements and the Siemens End
User Software Sublicense Agreements to verify compliance. Any
audit conducted under this Section 20 shall take place during
normal business hours upon not less than ten days' written notice
to the other party and in such a way as not to unreasonably
interfere with the other party's business.

20.2 Siemens shall insure that all End User Software Sublicense
Agreements executed [CONFIDENTIAL] shall contain language (set
forth in the audit provisions of Exhibit E) providing Siemens the
right to conduct audits of End Users' usage of the Software and
LanVision-provided Third Party Components using manual (paper) or
electronic (dialup or email) means according to the methods
described below, and providing further that End Users shall not
disable or interfere with Siemens accessing End User systems for
the purpose of permitting Siemens to conduct such audits.
LanVision shall also be entitled to modify the Software so that
[CONFIDENTIAL]. Siemens shall not be required to conduct any
audits more than [CONFIDENTIAL].

20.3 All audit results shall be provided to LanVision immediately upon
receipt by Siemens. If such audit reveals that an End User has
exceeded the authorized licensed number of Per Visit or
Concurrent Usage, or authorized usage of LanVision-provided Third
Party Components, LanVision shall provide written notice to
Siemens, who shall in turn promptly provide written notice
[CONFIDENTIAL] to the End User of the results of the audit,
together with an invoice and related amendment to the End User
Software Sublicense Agreement for the additional Application
Software Fees or Third Party Component fees necessary to bring
the End User into compliance. In the event an End User resists
the audit, refuses to respond or delays beyond a [CONFIDENTIAL]
period from the date of audit notification or from the date
Siemens delivers audit results, an invoice, and amendment to the
End User, Siemens shall so notify LanVision within [CONFIDENTIAL]
of such End User failure to respond or execute an amendment to
license additional Software or Third Party Components. Upon
notification to LanVision from Siemens, LanVision will determine
a resolution which may include: (i) the requirement of Siemens to
provide notice to such End User of its violation of the
provisions of its End User Software Sublicense Agreement, and,
(ii) if LanVision provides Siemens with the necessary tools, to
require Siemens to limit the End User's use of the Software to
the authorized licensed number of Per Visit or Concurrent Usage,
or authorized usage of LanVision-provided Third Party Components.

20.4 THIRD PARTY COMPONENTS. Siemens shall conduct [CONFIDENTIAL] an
audit of End User usage of the LanVision-provided Third Party
Components, by sending the End User an audit form attached as
Exhibit G and requesting that the End User complete it and return
it within [CONFIDENTIAL] days. The Third Party Components to be
audited are limited to those provided by LanVision for which
LanVision has notified Siemens of the licensing restrictions in
Exhibit C.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

20.5 CONCURRENT USAGE OF LANVISION SOFTWARE. Siemens shall
conduct an [CONFIDENTIAL] audit[CONFIDENTIAL] of End User
usage of the Software to determine compliance with the End
User Software Sublicense Agreement. A member of the
LanVision Software audit team shall provide training and
assistance to the Siemens auditor(s) and may participate in
the audit. Using the LanVision supplied software and audit
procedures, Siemens shall access the End User Software via
dial up or e-mail for the purpose of determining whether the
End User has exceeded the authorized license Concurrent
Usage set forth in the End User Software Sublicense
Agreement.

20.6 PER VISIT SOFTWARE. In the case of End Users on "Per Visit
Pricing", the "true up" in which the change over the prior
year's "Per Visit" volume is measured shall coincide with
the annual anniversary of the End User Software Sublicense
Agreement date. Siemens and the End User will acknowledge
that in connection with this annual audit of the Per Visit
provisions of the End User Software Sublicense Agreement,
each End User will provide to Siemens, who in turn will
provide a copy to LanVision within [CONFIDENTIAL], a written
certification signed by the Chief Financial Officer or other
authorized officer of the End User, detailing their most
recent Per Visit annual census data in a format to
correspond to the departments in the End User Software
Sublicense Agreement relating to the Per Visit Application
Software Fee. Additional Application Software Fees shall
only be due if [CONFIDENTIAL].

Should an End User categorize their visits in a manner
different than the End User Software Sublicense Agreement,
those visits not so categorized will be included in the End
User Software Sublicense Agreement category that most
closely resembles the End User Software Sublicense Agreement
categories.

21. Interfaces. Each party shall own the interface programming it creates
for its customers.

22. Term.

The term of this Agreement shall commence on the date first written above
and continue for a period of sixty (60) consecutive months. Thereafter,
this Agreement shall automatically renew for successive twelve (12) month
periods unless a party provides to the other written notice of non-renewal
at least [CONFIDENTIAL] prior to the end of the then-current term.

Sections 2, 6.4, 10, 11, 12 (for the term stated therein), 13, 14, 17, 19,
20 (for the term stated therein), 23 and 24 shall survive any termination
or expiration of this Agreement.

23. Software Escrow.

23.1 Source code for the Software, including all associated technical
documentation and source code cross reference materials (the
"Source Code"), shall be placed into escrow pursuant to the
existing provisions of the existing source code escrow agreement
between LanVision and [CONFIDENTIAL] ("Source Code Escrow
Agreement") and shall be updated periodically as Software updates
and releases are declared "generally available". The Source Code
shall be released to Siemens by

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

the Escrow Agent within [CONFIDENTIAL] of any of the following
events (a "Release Event"):

[CONFIDENTIAL]

23.2 Source Code Release. Upon a Release Event and the source code is
released to Siemens pursuant to Section 23.1 above, the following
terms shall apply to the Software:

[CONFIDENTIAL]

23.3 Software source code obtained by Siemens under this Section shall
be returned to LanVision or its successor when all of Siemens'
rights to the Source Code or Software terminate. All such Source
Code shall be treated by Siemens as LanVision confidential
information as provided in Section 11 and the continuing right of
Siemens to use the Source Code is contingent upon Siemens paying,
in accordance with the Agreement, all payments and expenses
pursuant to Section 14 and Exhibit H, subject to the provisions
of Section 14.8. Siemens' rights to use Source Code shall be
[CONFIDENTIAL]

23.4 In the event of a conflict between this Section 23 and the Source
Code Escrow Agreement, this Section shall govern.

24. Miscellaneous.

24.1 This Agreement constitutes the entire agreement of Siemens and
LanVision with respect to the subject matter hereof and
supersedes all other prior and contemporary agreements and
understandings. No provision of this Agreement may be terminated,
modified or waived unless such termination, modification, or
waiver is set forth in writing executed by authorized
representatives of Siemens and LanVision.

24.2 This Agreement shall not be assigned by either party without the
prior written consent of the other which approval shall not
unreasonably be withheld, except to a parent or subsidiary, or a
subsidiary of its parent, or to a successor by purchase, or
merger. No assignment shall relieve the assignee of its
obligations under this Agreement. Any assignment not in
accordance with these provisions shall be null and void and shall
be deemed a material breach of this Agreement.

24.3 Siemens and LanVision are independent contractors, are not
related and shall not be construed and shall not hold themselves
out to be co-employers, joint venturers, partners or otherwise.

24.4 Siemens and LanVision agree not to hire or attempt to hire each
other's employees during the term of this Agreement or any
extensions thereof without the prior written consent of the other
party.

24.5 All materials developed by Siemens and/or LanVision for
marketing, distribution and promotion of the relationship with
the other party, or which otherwise mentions or refers to the
other party, must first be approved in writing by the other
party, which approval shall not be unreasonably withheld.
Materials sent

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

to Siemens shall be addressed to "Marketing Director, eHealth,
Mail Code E16". Review of materials by both parties will occur in
a timely manner. Approval shall be deemed to occur if the sending
party does not receive written notice of objection within fifteen
(15) days after receipt of the marketing materials by the other
party.

24.6 Upon Siemens' request, LanVision shall provide Siemens with
certificates of insurance evidencing that its employees are
covered by: (i) General Liability insurance with a minimum limit
of $1 million combined single limit bodily injury and property
damage; (ii) Professional Liability insurance (Errors and
Omissions) with limits not less than $1 million aggregate for all
claims each policy year for computer programming and data
processing services as required by this Agreement; and (iii)
Worker's Compensation insurance in the state in which each
LanVision employee is employed.

24.7 Siemens is an Equal Employment Opportunity and Affirmative Action
(EEO/AA) employer and adheres to Executive Order 11246 and its
accompanying regulations. Siemens' EEO/AA commitments extend to
its hiring and staffing practices and all conditions of
employment, including, working conditions, benefits and
privileges of employment, compensation, training, promotions,
transfers, and termination of employment (including layoffs and
recalls) for all employees. This policy is carried out without
regard to race, color, religion, national origin, sex, age,
veteran status, disability, or any other condition, which is
deemed to be unlawfully discriminatory under applicable state or
federal law.

24.8 Siemens acknowledges that the laws and regulations of the United
States restrict the export and re-export of commodities and
technical data of United States origin. Siemens agrees that it
will not export or re-export the Software in any form, without
appropriate United States and foreign governmental licenses, if
any. In exercising its rights and performing its obligations
under this Agreement, Siemens will comply with all applicable
international, national, and local laws and regulations.

24.9 All notices shall be deemed received on the date of receipt and
shall be delivered by overnight express or facsimile (with
confirmation sent via U.S. mail by the next business day) as
follows:

If to Siemens: If to LanVision:

Chief Financial Officer Chief Financial Officer
Siemens Medical Solutions Health Services Corp. LanVision, Inc.
51 Valley Stream Parkway 5481 Creek Rd.
Malvern, PA 19355 Cincinnati, OH 45242
FAX: 610-219-3124 FAX: 513-794-7272
And And
Office of General Counsel President
Siemens Medical Solutions Health Services Corp. LanVision, Inc.
51 Valley Stream Parkway, Mailcode T06 5481 Creek Rd.
Malvern, PA. 19355 Cincinnati, OH 45242

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

Fax: 610-219-8333 FAX: 513-794-7272

And

Financial Officer, eHealth
Siemens Medical Solutions Health Services Corp.
51 Valley Stream Parkway
Malvern, PA 19355

Fax 610 219 1655

Each party reserves the right to update this information from time to time, by
written notice to the other.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

IN WITNESS WHEREOF, and intending to be legally bound, Siemens and LanVision
have executed this Agreement as of the day and year first written above.

Executed on behalf of Executed on behalf of
SIEMENS MEDICAL SOLUTIONS HEALTH LANVISION SYSTEMS, INC.
SERVICES CORPORATION LANVISION, INC.

By: /S/ Hans Mehl By: /S/ J. Brian Patsy
------------- ------------------

Name: Hans Mehl Name: J. Brian Patsy

Title: Chief Financial Officer Title: President and CEO

Exhibit A

Deliverables

Section 1.The Deliverables existing on the Effective Date are as follows:

(a) Software. The Software shall include the modules listed below,
together with associated Documentation. Also included are all Software
programming changes, Updates, Releases, Versions and Streams of Enhancement (so
long as Siemens pays Support Fees) developed by or on behalf of LanVision,
regardless of the product name. LanVision shall update Exhibit A from time to
time to add new Software, when announced as generally available by LanVision and
to sunset Software, provided that LanVision provides not less than
[CONFIDENTIAL] notice of end of support, and a migration plan to a replacement
product [CONFIDENTIAL] so long as Siemens pays Support Fees pursuant to Section
14.4.

Software includes:

1.1 PRODUCT NAME VERSION [CONFIDENTIAL] [CONFIDENTIAL]

WebView 4.02
Enterprise Wide Correspondence 1.02
Foundation Suite 4.05
Scan32 1.02
DocModify 4.01
System Administration 4.05
AccessANYware 1.01
/completionANYware
ChartVision 3.08
On-Line Chart Completion 1.04
OmniVision 1.05
RSF 2.03
LanVision Application Bridge 1.01

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

DESCRIPTIONS OF THE ABOVE ARE AS FOLLOWS:

WEBVIEW: a LanVision viewer that utilizes a familiar Internet Explorer look
and feel to provide users the ability to access, view, sort and
search on selected documents in the patient's medical record.

ENTERPRISE WIDE CORRESPONDENCE: an application provides the ability to electronically search for,
print, mail or fax information to third parties for copies of the
patient chart.

FOUNDATION SUITE: object oriented middleware infrastructure that provides document
imaging/management functions such as security, auditing, data
access, printing/faxing, scheduling and data archiving migration.

SCAN 32/ DOCMODIFY: a set of applications that support the capture, automatic or manual
indexing, and quality assurance of electronic or scanned documents
via bar code recognition and manual indexing schemes.

SYSTEM ADMINISTRATION: an application that assists the user in setting up the system's
settings and security such as users, workstations, printers and
security privileges.

ACCESSANYWARE: a new java-based Electronic Medical Record product that provides a
common Graphical User Interface (GUI) for chart access, viewing,
printing and faxing integrated with chart deficiency analysis and
completion (completionANYware).

CHARTVISION: older generation Electronic Medial Record product that provides
chart access, viewing, printing and faxing.

ON-LINE CHART COMPLETION: older generation chart deficiency analysis and completion software
that automates the identification of deficiencies in patient charts
and electronically routs the incomplete documents to the appropriate
medical and administrative personnel for on-line processing, chart
completion, electronic signature and reporting

OMNIVISION: an older generation LanVision viewer that provides for the
"image-enabling" of third party applications such that users may
seamlessly view document images within any third party clinical
application.

RSF: required support files that are used by more than one LanVision
product.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

LVAB: the software supplied by LanVision to act as an Application
Programming Interface (API) to "image enable" any third party
application or viewer.

(b) Technical Materials.
Siemens will receive the following items with the distribution of the Software
when applicable:

- Software application

- Product Announcement

- Release Notes

- Install Guide

- User Guides

- Trouble Shooting Guide

- Quick Reference Guide

- On-line help

- Courseware Guides

- Training material (agenda, power points etc)

- Database Layout (for the database only)

- Implementation Acceptance Test Plan

- (IAT) updates

- Customer Acceptance Test Plan (CAT)

- Document of known issues

- Private Label instructions

Section 2. The following trademark, servicemark, or other proprietary notices
shall be displayed, in the following form and manner, in documentation for
SIEMENS products that include the Software:

This material contains proprietary and confidential
information and is protected by copyright and trade secret
laws. Unauthorized reproduction, distribution, or transfer of
this material, or any portion of it, is strictly prohibited
and may result in civil and criminal penalties. Known
violators will be prosecuted to the maximum extent possible
under the law.

The following are trademarks or registered trademarks of
LanVision, Inc.: accessANYware(SM), AccountVision(TM),
ASPeN(SM), ChartVision(R), codingANYware(SM),
completionANYware(SM), Document Capture System(TM),
Enterprisewide Correspondence(TM), LanVision(TM), [Logo](TM),
LanVision Application Bridge(SM), MicroVision(TM),
MultiView(TM), OmniVision(TM), On-Line Chart Completion(TM),
scanANYware(SM), VisionFlow(R), and WebView(TM).

All other trademarks are trademarks or registered trademarks
of their

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

respective companies.

DISCLAIMER

LanVision, Inc. has taken due care in preparing this material.
Nothing contained in this material alters in any way the terms
and conditions of the license agreement by which the product
was acquired, nor increases in any way LanVision's liability
to the user. LanVision shall not be liable for any incidental,
consequential, indirect, or special damages in connection with
or arising from the use of this or any related materials.

LANVISION, INC.
5481 Creek Road
Cincinnati, Ohio 45242
Phone: (513) 794-7100
Fax: (513) 794-9770

E-mail: Webmaster@lanvision.com
World Wide Web: http://www.lanvision.com

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

Exhibit B

EXISTING CUSTOMERS

This Exhibit B lists terms and conditions that apply to "Existing Customers"
defined as those End Users who have executed an End User Software Sublicense
License Agreement no later than the close of business on [CONFIDENTIAL]. The
following terms and conditions shall apply to Existing Customers:

1. Existing Customers shall have the right, upon execution of an amendment
with Siemens to their End User Software Sublicense Agreement containing
audit provisions as set forth in Exhibit E and Section 20, to upgrade to
accessANYware. [CONFIDENTIAL].

2. [CONFIDENTIAL]

3. accessANYware perpetual concurrent use pricing ONLY applies to Existing
Customers who choose to upgrade to accessANYware or net new End Users who
elect concurrent use pricing no later than [CONFIDENTIAL] if they are
listed in the Potential new End Users chart below.

4. For End Users who have entered into an End User Software Sublicense
Agreement prior to the Effective Date, and whose SOAR or Project
Implementation Activities have already begun as of the Effective Date, the
[CONFIDENTIAL].

5. Existing Customers that upgrade their HIAS Software to the accessANYware
Software pursuant to Section 1 above, upon such upgrade:

1) Siemens shall pay Software Royalty Fees based upon
[CONFIDENTIAL]; or,

2) [CONFIDENTIAL]

6. Existing HIAS perpetual concurrent use pricing Section 3 of Exhibit H ONLY
applies to [CONFIDENTIAL].

7. For End Users that Siemens has reported to LanVision and paid for as a
"term" End User Software Sublicense Agreement ("Term End Users"), when
such term End User Software Sublicense Agreement expires, the End User
will [CONFIDENTIAL].

8. Siemens shall be entitled to convert term End Users to the perpetual
license model provided that Siemens [CONFIDENTIAL].

9. The Application Software Fees in Exhibit H do not include Support Fees.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

1.1.1 POTENTIAL NEW END USERS

INFORMATION IN THIS GRID MUST BE PROVIDED IN ITS ENTIRETY TO LANVISION NO LATER
THAN [CONFIDENTIAL] FOR EACH POTENTIAL NEW END USER IN ORDER FOR SIEMENS TO USE
THE CONCURRENT USE PRICING [CONFIDENTIAL].

DATE SIEMENS NUMBER OF
PROPOSAL DELIVERED PROPOSAL CONCURRENT USERS
CUSTOMER TO NAMED USER EXPIRATION DATE IN PROPOSAL
- --------------------------------------------------------------------------------

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

EXHIBIT C

THIRD PARTY HARDWARE AND SOFTWARE CONFIGURATIONS

The following Third Party Components and hardware are required to operate the
Software as of the Effective Date. LanVision shall update this Exhibit
[CONFIDENTIAL] to reflect any changes.

PART 1: 3RD PARTY HARDWARE

[CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

PART 2: THIRD PARTY SOFTWARE

SECTION I. THIRD PARTY PRODUCTS:

ALL LICENSES LISTED IN THIS PART 2 ARE PERPETUAL LICENSES UNLESS OTHERWISE
SPECIFICALLY PROVIDED.

THIRD PARTY SOFTWARE INCLUDED IN THE LANVISION APPLICATION PRICE(1)

[confidential]

CATEGORY 1: THIRD PARTY SOFTWARE NOT INCLUDED THAT [CONFIDENTIAL]

[confidential]

CATEGORY 2: THIRD PARTY SOFTWARE [CONFIDENTIAL]

[CONFIDENTIAL]

CATEGORY 3: THIRD PARTY SOFTWARE [CONFIDENTIAL]

[CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

SECTION III. LANVISION'S COST FOR THIRD PARTY PRODUCTS(1)
[CONFIDENTIAL]

[CONFIDENTIAL]

- ----------------

[CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

Exhibit D

Siemens Support Program

SIEMENS will provide a program of support for the SIEMENS Applications and
Custom Programming listed in the Supplements under the following terms and
conditions. This Support Program shall become effective on the date of this
Agreement and shall remain in force throughout the applicable Warranty Period
for each Application and item of Custom Programming, and thereafter during the
term of support for same as specified in its Supplement.

1. SIEMENS SUPPORT RESPONSIBILITIES. SIEMENS shall have the following support
responsibilities:

2. SUPPORT.

2.1 Siemens shall correct any failure of the Applications to perform
substantially in accordance with their respective Documentation, or any failure
of supported items of Custom Programming to perform substantially in accordance
with their respective Specifications. Customer may access the Siemens Customer
Service Center ("CSC") through either the Internet enabled Electronic Issue
Management System ("EIM") or, for urgent issues, by telephone 24 hours per day,
7 days per week to report such failures. Customer shall provide Siemens with
both on-site and remote access to the System through the support network
described in Schedule 1. Customer shall be responsible for all telecommunication
services and remote programming support connections charges.

2.2 Siemens shall initiate work on urgent issues within one hour of
Customer's request for assistance to the CSC. Urgent issues are issues involving
substantial Application failure or issues, which, in Customer's reasonable
judgment, are critical to Customer's overall operation. As to all other issues,
Siemens will maintain on-line help screens on the EIM that define escalation
levels and response time frames. Through the EIM, Customer may track the
escalation of an issue, together with the time spent and actions performed to
resolve the issue. In addition, Customer may use the EIM to request a
reevaluation and escalation of the severity of a support issue.

2.3 Siemens shall provide Customer with issue solution reference sources,
including but not limited to Documentation updates, Customer Memos, and the
Support Solutions Knowledge Base, that provide answers to common support
questions and advice on problem determination, diagnostic procedures and other
support procedures. Customer shall set up a support help desk and ensure that
appropriate personnel are trained in the use and support of the System and
network. Prior to reporting a support issue, Customer shall complete any problem
determination procedures, diagnostic activities and remedial actions detailed in
these reference sources and in the Documentation. After Customer reports an
issue to the CSC, Customer shall perform any remedial actions specified by the
CSC, including, without limitation, installing Updates, Releases or new
Versions. Customer shall also be responsible for updating and, upon resolution,
closing all support issues electronically through the EIM.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

2.4 For all Applications or other System components operated at a
Facility, Customer shall be responsible for maintaining a support testing
environment configured in accordance with Schedule 1 and for maintaining all
necessary back-ups, recovery and required System operating procedures as
specified in the Documentation.

2.5 Siemens shall provide periodic Updates and Releases to the
Applications for which Customer is paying support fees and Documentation of
these items at no additional license fee. For those Applications provided (i)
remotely or (ii) on a term licensed basis or (iii) for which Customer is paying
"Extended Support" as indicated in a Supplement or amendment, if Siemens
announces a new Version, Customer shall receive the Version together with its
Documentation at no additional license fee. Where a perpetually licensed
Application is not covered by Extended Support, if Siemens announces a new
Version of such Application, the new Version will be charged at Siemens then
current rates. For Applications installed at a Facility, Customer shall
implement Updates within sixty (60) calendar days, Releases within six (6)
months and Versions within eighteen (18) months after the item's General
Availability Date unless Siemens announces or agrees to extensions to these
implementation time frames. New features, enhancements to functionality and/or
regulatory changes will not be retrofitted to down-level Releases or Versions,
and Customer understands that in order to apply warranty repairs to the
Applications, Customer must install all Updates. For Applications installed at
the ISC, Siemens shall install Updates, Releases and Versions, and Customer
shall perform any implementation tasks as advised by Siemens and in accordance
with implementation schedules provided by the ISC.

2.6 At Customer's expense, Customer shall obtain all additional equipment,
the level of Third Party Software designated by Siemens, and any professional
services required to implement Updates, Releases, Versions, Custom Programming
or optional net new functionality. Customer shall obtain support or maintenance
for all Third Party Software and Equipment from the respective vendor or support
provider or, where available from Siemens and shall be responsible for any
additional equipment or professional services required by Third Party Software
vendors. Siemens shall provide Customer with coordination assistance for allied
partner support issues that are related to an Siemens Application. Siemens has
established a support baseline which the allied partners are expected to provide
to Siemens customers in their separate support agreements. Customer should
follow the communications protocols for contacting those Third Party Software
and Equipment vendors that have established such protocols for Siemens
customers.

2.7 For Applications or Custom Programming for which a separate Support
Fee is indicated either in a Supplement, amendment or Rider, Customer shall pay
said Support Fee annualized on a prorated basis for the remainder of the year
from the date of this Amendment for Applications or Custom Programming
previously installed, or from the end of the Initial Warranty for new items, to
February of the following year, and thereafter, Customer shall pay the full
annualized Support Fee [CONFIDENTIAL]. Notwithstanding any other provisions
contained in the Agreement, Customer shall pay any fee increases imposed by
Siemens' suppliers of third party licensed content, including without
limitation, fees relating to any third party software products or other such
third party licensed content imbedded in, or provided with, any Deliverables or
services; where any such increases shall be invoiced at such time as other
annual/monthly fee increases occur under the Agreement.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

3. ADDITIONAL SERVICES.

3.1 With the exception of changes to the tax tables used with the GFS
Applications, Siemens will make available to Customer programming changes
to the Applications in response to generally applicable state-mandated
billing changes and generally applicable federally-mandated regulatory
changes, including programming changes made in response to HIPAA.
Notwithstanding any other provisions of this Support Program, all such
programming changes shall be separately chargeable by Siemens, provided
that federally-mandated programming changes to the payroll and accounts
payable Applications and to the case mix groupers/schemes shall be made
available at no additional software charge. Changes will be made available
to Customer when made generally available to Siemens' customers. Customer
shall be responsible for any additional Equipment and Third Party Software
(whether new or upgraded), any professional services and any third party
fee increases required in response to federal and state regulatory
changes. Changes to the tax tables used with Novius GFS-Lawson
Applications are subject to the terms and conditions of a separate
agreement between Customer and BSI, a third party vendor.

3.2 Throughout the term of support, Siemens will provide Customer with an
annual allowance of [CONFIDENTIAL] for Siemens designated education
related services and information forums. During the Annual Review
described below, Siemens will provide Customer with a listing of the
designated education related services and information forums available
each year.

3.3 Siemens will provide Customer with a Monthly Supplemental Support Services
Allowance of [CONFIDENTIAL] per month at no additional fee. Any unused
portion of this monthly allowance cannot be carried forward to subsequent
months. Any hours in excess of this monthly allowance are billable by
Siemens in accordance with 2.3 below. These hours may be used for
diagnostic assistance and other problem determination procedures, for
remediation of problems unrelated to Subsection 1.1 above, and for advice
on the operation and functions of the Applications ("Supplemental Support
Services"). Based on the nature of the Customer request, CSC personnel may
refer Customer to other billable services offered by Siemens, including
but not limited to training or consulting services. CSC personnel will
advise Customer as to whether the service can be provided under the
Supplemental Support Services or whether it will be separately billable.
Customer shall be responsible for approving each service request and, if
applicable, referral, prior to Siemens providing assistance. Time spent on
Supplemental Support Services will be calculated in minimum time
increments of one-half (1/2) hour.

3.4 Commencing on the date of this Agreement and continuing until
[CONFIDENTIAL] after First Productive Use of the first Application, any
Supplemental Support Services hours used by Customer in excess of the
Monthly Support Services Allowance shall be due and payable monthly as
incurred and shall be billed at Siemens then current Supplemental Support
Services hourly rate. [CONFIDENTIAL], Siemens will review Customer's
actual usage of Supplemental Support Services [CONFIDENTIAL]

3.4.1 [CONFIDENTIAL] or

3.4.2 [CONFIDENTIAL]or

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

3.4.3 [CONFIDENTIAL]

In the event Customer exercises either of the payment options outlined in
Subsections 3.4.1 or 3.4.2, then either at the end of the term of support
or at such time as Customer changes to the payment Option outlined in
Subsection 3.4.3, Customer shall be billed or credited for any increase or
decrease in actual usage during the preceding twelve months period.

4. ANNUAL REVIEW. Siemens and Customer will annually: (i) evaluate Siemens'
support services and service levels; (ii) review Customer's utilization of
the System, the Support Solutions Knowledge Base, the EIM and support
processes; and (iii) jointly develop an annual support plan for the next
twelve month period. Siemens shall provide Customer with an annual summary
report tracking Siemens and Customer performance of service levels and
respective responsibilities. Siemens shall make available a summary of
Customer's Supplemental Support Services requests accessible on-line
through EIM.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

Exhibit E

End User Software Sublicense Agreement

Reproduced below are standard Siemens confidentiality and license provisions as
of the Effective Date. Siemens will license the Software to End Users pursuant
to software licensing terms and conditions that include provisions similar to
the following. Siemens reserves the right to update these provisions to be
consistent with Siemens' then-current license terms and conditions that apply
generally to its own software.

GRANT OF LICENSE.

3.1 Siemens grants to Customer a non-exclusive license to use one (1) copy
of object code for each Application and their related Deliverables to be
operated at one Customer data processing location by Customer's employees or, as
applicable, at the ISC for the sole purpose of processing data of the Facilities
or, where applicable, Care Providers, during the term as stated in the
applicable Supplement. Each license granted herein shall be either perpetual or
for a term, as indicated in the corresponding Supplement. Notwithstanding the
one-copy license indicated above, where an Application is indicated as being
licensed for specific number of installed workstations or servers, as
applicable, such number indicates the maximum number of workstations or servers
on which such Application may be installed. Where an Application is indicated as
being licensed for a specific number of concurrent users, such number indicates
the maximum number of users permitted to use such Application concurrently and
such Applications may contain embedded software controls limiting user log on to
the number of concurrent users licensed. Where an Application is indicated as
being licensed for a specific number of named users, such number indicates the
maximum number of Customer's employees or consultants who are designated by
Customer as the only authorized users of those Applications and such
Applications may contain embedded software controls limiting user log on to the
number of named users licensed. Where an Application is indicated as being
licensed for a specific number of Care Providers, such number indicates the
maximum number of Care Providers licensed to use said Application or whose data
may be processed using the Applications. For Applications which by their nature
are PC-based, if no restriction for users or workstations or servers is
indicated, then Customer may make a reasonable number of copies of such
Applications for processing within the scope of this grant of license.

3.2 Customer may make a reasonable number of backup copies (not to be
concurrently used for active data processing) of each Application operated at a
Facility to be used solely for backup, emergency and/or testing purposes at the
Customer location. Customer shall not disassemble, decompile, or otherwise
reverse-engineer any of the Deliverables. Customer shall be responsible for the
compliance with this Agreement by all of Customer's users granted access
hereunder. Customer shall not transfer its license nor sublicense the
Deliverables, except that this Agreement may be assigned by Customer pursuant to
the assignment provisions of this Agreement.

3.3 The Architectural Software provides Customer with flexibility and
control over Adaptations. Adaptations shall be made in a reasonable manner. With
regard to Adaptations,

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

Siemens and Customer shall work together to identify efficiency issues which may
be improved by changes to Customer's operational procedures, screen logic,
pathways, data base access, etc. When Data is licensed, Data is provided as a
generic template or starter set of information which Customer can modify to fit
its specific environment. Siemens does not assume any responsibility for
assuring that Data is complete, accurate or appropriate for a specific
situation. This responsibility rests entirely with Customer. Customer is
responsible for the clinical and financial validation and use of the Data and
for maintaining the Data to keep it current.

3.4 Siemens or its suppliers shall have the exclusive title to, copyright
and trade secret right in, and the right to grant additional licenses to, the
Applications and related Deliverables. Customer shall not remove or permit to be
removed from any of the Deliverables (and shall include on any copies or partial
copies thereof) any identifying mark or indicia of Siemens' or other suppliers'
rights in such item. If Siemens incorporates the programs of any other suppliers
in the Applications, those suppliers shall be entitled to the benefit of the
obligations incurred by Customer in this Section and in the Confidentiality
Section. Third Party Software provided by Siemens may have license restrictions
on the number of users, workstations or servers and other qualifying terms and
conditions. With respect to certain Third Party Software, where applicable,
Siemens shall pass through to Customer the associated Third Party Software
vendor's required license terms and conditions.

CONFIDENTIALITY.

9.1 Each party shall retain in strict confidence the terms and conditions
of this Agreement and all information and data relating to the other party's
business, patients, employees, development plans, programs, documentation,
techniques, trade secrets, systems and know-how, and shall not, unless otherwise
required by law, disclose such information to any third party without the
other's prior written consent. Upon Siemens' request, Customer shall inform
Siemens in writing of the number and location of the original and all copies of
each of the Deliverables.

9.3 Customer shall have the right to disclose the Deliverables and other
Siemens information to Customer's employees, consultants and agents on a
need-to-know basis, provided that: (a) all such consultants and agents have
entered into a confidentiality agreement with Siemens prior to such disclosure;
(b) consultants and agents shall not access either the Implementation
Methodology (used for development of Implementation Workplans) or the Builder's
Edge development tools (an item of Architectural Software) without first
entering into a corresponding license agreement with Siemens; and (c) requests
by Customer for Siemens to permit a third party to operate the Applications on
Customer's behalf and/or requests to permit any competitors of Siemens to have
access to the Deliverables must receive separate prior written approval from
Siemens.

9.4 To the extent required by the provisions of HIPAA and regulations
promulgated thereunder, Siemens does hereby assure Customer that it will
appropriately safeguard protected health information made available to or
obtained by Siemens pursuant to this Agreement ("PHI"). Without limiting the
obligations of Siemens otherwise set forth in this Agreement or imposed by
applicable law, Siemens agrees to comply with applicable requirements of law
relating to PHI and with respect to any task or other activity Siemens performs
on behalf of Customer, specifically Siemens shall:

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

9.4.1 Not use or further disclose PHI other than as permitted or
required by this Agreement or as required by law;

9.4.2 Use appropriate safeguards to prevent use or disclosure of
PHI other than as provided for by this Agreement;

9.4.3 Report to Customer any use or disclosure of PHI not
provided for by this Agreement of which Siemens becomes aware;

9.4.4 Ensure that any agents, including subcontractors, to whom Siemens
provides PHI agree to the same restrictions and conditions that apply to
Siemens with respect to PHI;

9.4.5 Make available PHI in accordance with applicable law;

9.4.6 Make PHI available to Customer so that Customer can make and
incorporate amendments to PHI in accordance with applicable law;

9.4.7 Make available the information required to provide an
accounting of disclosures pursuant to applicable law;

9.4.8 Make Siemens internal practices, books, and records relating to
the use and disclosure of PHI received from Customer available to the
Secretary of the United States Health & Human Services for purposes of
determining Customer' compliance with applicable law; and

9.4.9 At termination of this Agreement, return or destroy all PHI that
Siemens still maintains in any form and retain no copies of PHI;

Siemens agrees that this Agreement may be amended from time to time if, and to
the extent required by, the provisions of HIPAA and regulations promulgated
thereunder, in order to assure that this Agreement is consistent therewith

Remedies

Customer acknowledges and agrees that Siemens is solely responsible to Customer
for all obligations, warranties, and remedies regarding the third party software
licensed under this Amendment, and that such third parties have no such
responsibility to Customer.

8. SPECIAL TERMS. This Section contains terms and conditions that relate
specifically to Applications and related third party components that are
included in this Amendment and that Siemens is required to pass on to Customers.
Certain Siemens suppliers of third party products require that their terms and
conditions may be subject to change over the course of this Agreement, in which
event Siemens will post such changes to the Customer-only web site or otherwise
provide notice of such changes. Said changes shall become effective on the date
of posting such notice.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

8.1 Customer acknowledges and agrees that Siemens is solely responsible to
Customer for all obligations, warranties and remedies regarding the third
party software licensed under this Amendment and that such third parties
have no such responsibility to Customer.

8.2 The Oracle software delivered to operate the Medical Records Imaging
Application shall be used by Customer solely to operate said Application,
and may not be used for development purposes or to create any new
functionality not present in said Application or to create new
applications. If Customer grants a security interest in the third party
software, the secured party has no right to use or transfer the Oracle
software.

8.3 Customer acknowledges that it may bring no claim or lawsuit against
the third party components vendors for any breach or violation of any term
or condition of this Amendment or for any damages incurred under this
Amendment.

Audit Provisions required by Section 20.2 of the Agreement

8.4 Customer agrees to permit Siemens or its third party suppliers, upon
not less than [CONFIDENTIAL] notice, to audit Customer's use of the
Applications and related third party software [CONFIDENTIAL]. Such audits
shall be conducted not more than [CONFIDENTIAL], unless an audit reveals
that Customer is at or above [CONFIDENTIAL] of its licensed use of the
Application and any Third Party Software, in which event the audit may be
re-performed within [CONFIDENTIAL]. In the case of a Customer performed
audit, Siemens shall deliver the audit form and request to the Customer
who shall perform the audit and provide the results to Siemens under the
signature of an authorized representative of Customer within
[CONFIDENTIAL] of delivery of the audit request by Siemens. Customer shall
not disable or interfere with Siemens' access of its systems for the
purpose of conducting such audits. Siemens shall keep the results of the
audit confidential, except that it may share relevant audit information
with the concerned third party vendors.

8.5 Upon completion of the audit, Siemens shall promptly provide the
results of the audit to Customer, and if the audit reveals that Customer
has exceeded the contracted for number of Per Visit concurrent, server
based, named or seat based users of the Application or any Third Party
Software, Siemens shall promptly provide Customer with an invoice and
related amendment for the additional fees and licenses necessary to bring
the Customer into compliance. If the Customer does not, within
[CONFIDENTIAL] of the receipt of the audit results, amendment and invoice,
execute an amendment to purchase additional Software or Third party
components or provide Siemens with written notice that it disputes the
audit results, as appropriate, then Siemens shall be entitled to take
reasonable steps to enforce its Agreement and protect its and its
suppliers' intellectual property rights, including without limitations,
providing customer with notice of default or restricting customer's use of
the Deliverables to licensed quantities.

8.6 Siemens shall also be entitled to modify the Medical Records Imaging
Application so that it provides automatic access, monitoring and reporting
(using an email system) of Customer's use of the Application and related
Third Party Software. Such email audits shall be performed on a periodic
basis.

8.7 [Per visit pricing] In the case of Customers on "Per Visit Pricing"
the "true up" in which

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

the change over the prior year's "Per Visit" volume is measured shall
coincide with the annual anniversary of the Agreement date. With this
annual audit of the Per Visit provisions of the Agreement, each Customer
will provide to Siemens, who in turn will provide a copy to its supplier,
a written certification signed by the Chief Financial Officer of the
Customer or other authorized officer, detailing their most recent annual
census data in a format to correspond to the departments in the Agreement
relating to the Per Visit application software fee. Pricing increases
shall only occur if [CONFIDENTIAL].

Should Customer categorize their visits in a manner different than as
described in this Amendment, those visits not so categorized will be
included in the Agreement category that most closely resembles the
Agreement categories.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

Exhibit F

Subcontracted Implementation Services

1. Generally. From time to time, Siemens may wish to engage LanVision to perform
implementation services (an "Engagement"). This Exhibit shall generally govern
the relationship between Siemens and LanVision regarding such Engagements. The
particulars of such Engagements, such as the identity of the End User for whom
the services are to be performed, the location of the Engagement, the
description of the precise nature of the services to be performed, scheduling
matters, the identification of project leaders, etc., shall be set forth in a
written Engagement Letter and Work Request Form, which specifically refers to
this Exhibit and which is signed by both parties. An Engagement can be extended
by Siemens within [CONFIDENTIAL] prior to its termination. If any provision in
an Engagement Letter is inconsistent with any provision in this Exhibit, the
former shall govern, but solely for the Engagement to which the Engagement
Letter or Work Request Form relates. Siemens grants to LanVision a
non-transferable, non-exclusive limited license to use Confidential Information
(as defined in Section 11 of the Agreement) certain Siemens' software licensed
to the End User, Documentation and other deliverables solely for the purpose of
assisting an End User identified in an Engagement Letter and solely for the
purpose and duration of such engagement as set forth in the Engagement Letter
and for no other purpose. Siemens shall offer LanVision access to training in
certain courses, at Siemens' then-current rates, to install Siemens applications
software/systems in Siemens' End User's facilities according to Siemens'
policies, reporting guidelines and Siemens' proprietary methodologies and
protocols. Siemens shall be responsible for implementation project management
which includes, but is not limited to, implementation workplan task definition,
task assignment and scheduling, staff utilization, and the development,
implementation and enforcement of all policies and procedures necessary to
accomplish the implementation tasks in a timely and efficient manner. Siemens
shall be solely responsible for the billing of End Users for all implementation
tasks in accordance with the application software/system agreement between
Siemens and Siemens' End User. All services provided by LanVision employees
under this Exhibit shall be performed in a competent and workmanlike manner.

2. Amounts Payable By Siemens To LanVision. [CONFIDENTIAL] Siemens shall pay the
rates set forth in the Engagement Letter (based on the rates described in
Exhibit I) for services performed by LanVision employees, and shall pay the
reasonably incurred expenses of such LanVision employees in accordance with the
travel and living reimbursement policy, as described in Exhibit J. The rates
described in the preceding sentence shall be effective for all new Engagements
commencing after the Effective Date. Siemens shall pay the amount invoiced by
LanVision within [CONFIDENTIAL], subject to its right to withhold payment as set
forth in Section 14.8 of the Agreement.

3. Relation Of The Parties. LanVision is an independent consulting firm and all
LanVision employees performing work pursuant to this Exhibit shall remain
employees solely of LanVision and shall not be considered employees of Siemens
for any purpose. LanVision acknowledges that its employees will be performing
work for the benefit of Siemens' End Users and that LanVision is responsible for
the performance of the work performed by its employees. LanVision shall remain
responsible for payment of all wages and/or salaries and benefits due such
employees, and for all applicable federal, state and local tax liabilities
arising from its employees' work performed pursuant to this Exhibit.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

4. Proprietary Rights. LanVision hereby assigns to Siemens, without further
consideration, sole right, title and interest in and to all programming, code,
documentation and other written product, methodologies, processes, training
materials, inventions, software, ideas and other information and work product
(collectively, "Work") unrelated to the Software and first developed or
generated by or on behalf of LanVision during the course of its and any of its
subcontractors' performance under this Exhibit, including any and all patents,
copyrights, trade secrets and other proprietary rights related thereto. All Work
shall be deemed " Work for Hire" within the meaning of the Copyright Act of
1976, as amended. LanVision agrees to execute and deliver, or cause to be
executed and delivered, all documents and instruments requested by Siemens to
evidence the foregoing assignment. LanVision represents and warrants that its
performance under this Exhibit and ownership or use of the Work by Siemens will
not constitute an infringement of any third party proprietary right. Any trade
secrets conveyed to Siemens by LanVision shall be treated as "Confidential
Information" as defined in Section 6 hereof. LanVision may offer usage of
LanVision's work product developed outside the scope of this Exhibit which is
not derivative of Siemens intellectual property without impairment of
LanVision's right of sole ownership of such work product, so long as LanVision
makes no improper use of Confidential Information. LanVision shall be the owner
all intellectual property rights in all Work performed by LanVision hereunder
that relates to the Software.

5. Term. The term of this Exhibit shall be coterminous with the term of the
Agreement; provided that Siemens shall be entitled to terminate any Engagement
immediately upon any breach by LanVision of Sections 1, 4 or 6 of this Exhibit.
Both parties shall make all reasonable efforts to cooperate in the timely
completion of any Engagements that remain pending at the termination of the
Agreement.

Siemens shall be entitled to replace the LanVision consultant or terminate an
Engagement if in Siemens and/or its End User's reasonable opinion, the
consultant's work is unsatisfactory or his or her conduct is inappropriate. The
parties shall make all reasonable efforts to resolve any staffing issues in such
a way as to avoid adverse customer impact. Sections 4, 6, 7 and 8 shall survive
any termination of the Agreement.

6. Confidentiality. The confidentiality provisions in Section 11 of the
Agreement apply fully to all Engagements.

7. Activities Outside This Exhibit. The parties recognize that LanVision has
been, and is, in the business of providing services to its healthcare industry
customers. Except as expressly provided herein, it is understood and agreed
that: (i) services provided by LanVision to Siemens are provided on a
non-exclusive basis and that LanVision retains the right to continue to provide
the same type of services, and any other services, to any other of its
customers, including competitors of Siemens; (ii) LanVision retains the right to
carry on and expand its business including without limitation, that part of its
business involved with the installation and implementation of software systems
that are similar to or in competition with those of Siemens, for LanVision's
present and future customers: (iii) during the term of an Engagement and for a
period of [CONFIDENTIAL] after phase 1 of an implementation (as defined below),
LanVision will not provide or solicit to provide to an End User, when LanVision
has been placed in an Engagement, any direct services that LanVision could
provide under this Exhibit, nor will LanVision respond to or solicit an End User
customer for implementation services once Siemens has identified that customer
to LanVision as

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

having requested implementation services from Siemens and customer has not
previously contacted LanVision for this particular resource request prior to
such customer being identified by Siemens to LanVision. Notwithstanding the
foregoing, LanVision shall be free to provide such services to its then-existing
customers. For purposes of this Section , "phase 1 of an implementation" shall
mean the date of first productive use of the particular set of Siemens software
applications, as defined in the Work Request Form. Nothing in this Exhibit shall
be deemed in any way to prevent, restrict or limit LanVision in providing
installation and implementation of software systems that are similar to or in
competition with those of Siemens provided that confidential information is not
used in connection with such activities.

8. LanVision agrees that it will not assign a(n) LanVision employee to a Siemens
Engagement for a period in excess of 1500 hours in a twelve-month period. If
a(n) LanVision employee is expected to exceed 1500 hours in a twelve-month
period, LanVision must receive prior written approval from Siemens. If any
LanVision employee exceeds 1500 hours in a twelve-month period, LanVision agrees
to report such employee's name, social security number, and salary for the
limited purpose of adding such "leased employee" as defined in Section 414(n) of
the Internal Revenue Code into Siemens' qualified plan testing. LanVision will
send this report to the address below on or before January 15 of the year
following the year in which services were provided.

Siemens Medical Solutions Health Services Corporation
51 Valley Stream Parkway
Malvern, PA 19355
Attn: Benefits Administrator, Mailcode T05

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

Exhibit G

LanVision Annual Audit Report - (Enter Hospital Name Here)

[CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

Exhibit H

APPLICATION SOFTWARE FEES

A. This Exhibit H lists the Application Software Fees used for calculating
Software Royalty Fees paid to LanVision by Siemens pursuant to this
Agreement. [CONFIDENTIAL] Periodically, LanVision may supplement this
Exhibit to add New Products and applicable Application Software Fees.
Consistent with the terms and conditions of this Agreement, LanVision
will solely determine whether a product is considered a New Product or
a new Version of an existing product. In no event, however, will
LanVision apply New Product definitions under this Agreement
differently for Siemens than LanVision applies New Product definitions
to LanVision's contracts with its own customers or that of other
LanVision resellers. LanVision will solely determine the End User
price list for such New Products and the Software Royalty Fee structure
of this Exhibit H shall apply.

B. CALCULATION OF SOFTWARE ROYALTY FEES. FOR EACH SUBLICENSE OF THE
SOFTWARE GRANTED BY SIEMENS TO AN END USER, SIEMENS SHALL PAY LANVISION
A FEE EQUAL TO [CONFIDENTIAL]

PART 1: ACCESSANYWARE PERPETUAL SOFTWARE LICENSES (END USER FEES PROVIDED IN
ATTACHMENT H-1, LANVISION PRICE BOOK - SIEMENS EDITION)

SECTION 1: ACCESSANYWARE ADVANCE EDITION CONCURRENT USE PERPETUAL LICENSE -
END USER PRICE

[CONFIDENTIAL]

SECTION 2: ACCESSANYWARE PERPETUAL PER VISIT PRICE

PART 1:

a. [CONFIDENTIAL]

b. Siemens shall pay to LanVision a Software Royalty Fee based on the
End User list price in ATTACHMENT H-1, LANVISION PRICE BOOK -
SIEMENS EDITION, ACCESSANYWARE PERPETUAL PER VISIT END USER PRICE
LIST. In addition, Siemens shall pay Professional Services Fees at
[CONFIDENTIAL] of the rate listed in Exhibit I.

c. [CONFIDENTIAL]

d. [CONFIDENTIAL]

e. [CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

f. The ACCESSANYWARE PERPETUAL PER VISIT PRICING requires
[CONFIDENTIAL] for each initial accessANYware order per
accessANYware instance installed per server.

g. Custom software is not included with the accessANYware license fees.
Custom software is quoted on a time and expenses basis, per
specifications provided to LanVision by Siemens.

h. Third party software [CONFIDENTIAL], et. al. is not included and is
the obligation of Siemens or its End User to license in adequate
quantities from the appropriate software vendor. LanVision may
resell, , certain 3rd party software licenses to Siemens or its End
Users, upon request.

PRICE LIST EXAMPLE FOR ACCESSANYWARE PERPETUAL PER VISIT PRICING CALCULATION

[CONFIDENTIAL]

SECTION 3: EXISTING HIAS PERPETUAL CONCURRENT LICENSE USER PRICING

a. Existing HIAS perpetual concurrent use pricing ONLY [CONFIDENTIAL]
Siemens shall pay to LanVision a Software Royalty Fee based on the
End User list price in ATTACHMENT H-1, LANVISION PRICE BOOK -
SIEMENS EDITION, HIAS PERPETUAL CONCURRENT LICENSE END USER PRICE
LIST. In addition, Siemens shall pay professional Services Rates at
[CONFIDENTIAL] of the rate listed in Exhibit I.

b. The above HIAS license fees do not include Support Fees applicable
third party software and Professional Services Fees related to
System Implementation.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

EXHIBIT H

ATTACHMENT H-1

LANVISION PRICE BOOK

SIEMENS EDITION

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

Confidential

LANVISION PRICE BOOK

SIEMENS EDITION

(June 18, 2002)

[LAN VISION LOGO]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

Confidential

This material contains proprietary and confidential information and is protected
by copyright and trade secret laws. Unauthorized reproduction, distribution, or
transfer of this material, or any portion of it, is strictly prohibited and may
result in civil and criminal penalties. Known violators will be prosecuted to
the maximum extent possible under the law.

The following are trademarks or registered trademarks of LanVision, Inc.:
accessANYware(SM), AccountVision(TM), ASPeN(SM), ChartVision(R),
codingANYware(SM), completionANYware(SM), Document Capture System(TM),
Enterprisewide Correspondence(TM), LanVision(TM), [GRAPHIC OMITTED](TM),
LanVision Application Bridge(SM), MicroVision(TM), MultiView(TM),
OmniVision(TM), On-Line Chart Completion(TM), scanANYware(SM), VisionFlow(R),
and WebView(TM).

All other trademarks are trademarks or registered trademarks of their respective
companies.

DISCLAIMER

LanVision, Inc. has taken due care in preparing this material. Nothing contained
in this material alters in any way the terms and conditions of the license
agreement by which the product was acquired, nor increases in any way
LanVision's liability to the user. LanVision shall not be liable for any
incidental, consequential, indirect, or special damages in connection with or
arising from the use of this or any related materials.

LANVISION, INC.
5481 Creek Road
Cincinnati, Ohio 45242
Phone: (513) 794-7100
Fax: (513) 794-9770

E-mail: Webmaster@lanvision.com
World Wide Web: http://www.lanvision.com

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

Confidential

TABLE OF CONTENTS

ACCESSANYWARE ADVANCE EDITION CONCURRENT USE PERPETUAL LICENSE END
USER PRICE LIST...................................................... 69
ACCESSANYWARE - PERPETUAL PER VISIT END USER PRICE LIST.............. 70
HIAS PERPETUAL CONCURRENT LICENSE END USER PRICE LIST [CONFIDENTIAL]. 72
UTILITY SOFTWARE END USER PRICE LIST................................. 73

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

Confidential

ACCESSANYWARE ADVANCE EDITION

CONCURRENT USE PERPETUAL LICENSE

END USER PRICE LIST

ACCESSANYWARE (AA) ADVANCE EDITION

[CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

Confidential

accessANYware - Perpetual Per Visit End User Price List

[CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

Confidential

HIAS Perpetual Concurrent License End User Price List
[CONFIDENTIAL]

[CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

Confidential

UTILITY SOFTWARE END USER PRICE LIST

[CONFIDENTIAL]

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

Confidential

Exhibit I

Professional Services Fees

The LanVision Professional Services Fees hourly rates for [CONFIDENTIAL] are:

EM Engagement Manager (Hourly rate) [CONFIDENTIAL]
DBA Database Administrator (Hourly rate) [CONFIDENTIAL]
AAS Application Administration (Hourly rate) [CONFIDENTIAL]
TC Technical Consultant (Hourly rate) [CONFIDENTIAL]
OC Operational Consultant (Hourly rate) [CONFIDENTIAL]
SA Systems Analyst/Programmer (Hourly rate) [CONFIDENTIAL]
SS Sales Support Specialist (Hourly rate) [CONFIDENTIAL]
HD1 Help Desk Analyst Level 1 (Hourly rate) [CONFIDENTIAL]
HD2 Help Desk Analyst - Level 2 (Hourly rate) [CONFIDENTIAL]

STANDARD IMPLEMENTATION
INSTALL Interface Implementation [CONFIDENTIAL]
INSTALL Image Enable HIS Implementation [CONFIDENTIAL]
INSTALL HIM Implementation [CONFIDENTIAL]

Services performed outside of first-shift hours (i.e., Monday through Friday,
8:00 a.m. - 6:00 p.m., Cincinnati Time) will be billed at [CONFIDENTIAL] times
the first shift rate.

LanVision shall be reimbursed for reasonable necessary travel and living
expenses as provided in this Agreement.

The LanVision training rates are:

Customer Site Training [CONFIDENTIAL]

Onsite at LanVision Training [CONFIDENTIAL]

Additional Students [CONFIDENTIAL]

Rates may be increased in accordance with Section 14.11 of the Agreement.

Payments of invoices or services provided in accordance with this Exhibit I are
due and payable within [CONFIDENTIAL]days from the date of receipt of the
invoice.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

CONFIDENTIAL

EXHIBIT J

SUMMARY OF SIEMENS TRAVEL AND LIVING POLICIES

The following is a summary of the principal provisions of SIEMENS' present
policy for reimbursement its vendors for United States travel and living
expenses.

1. Commercial Air Fare. Coach class, except business class is reimbursable
on coast-to-coast flights if it is not more than twenty percent (20%) more
expensive than coach class.

2. Car Rental. Compact car (unless the number of people being transported
requires a larger car) from a car rental firm that provides SIEMENS special
reduced rates.

3. Use of Personal Automobile. At a rate of $.345 per mile plus tolls for
the United States, except Puerto Rico which is reimbursed at the rate of $.33
per mile plus tolls.

4. Other Commercial Travel. Coach class for trains and buses. Airport vans
are to be used in preference to taxi cabs for travel to and from airports where
practical.

5. Parking. The maximum amount which is reimbursable for parking at any
airport or train station is the standard per-day rate for remote parking.

6. Lodging. Lowest-priced, satisfactory accommodation. The use of hotels
which provide SIEMENS special reduced rates is encouraged.

7. Meals. An allowance for breakfast and dinner only Monday through Friday
and additionally for lunch on weekends. The rates for these allowances are as
follows:

Meal allowance (including tip) High-cost Areas All Other Locations
------------------------------ --------------- -------------------

Breakfast $10.00/day $7.00/day
Lunch $5.00/day $5.00/day
Dinner $27.00/day $23.00/day

High-cost areas include:

Alaska New York City
Chicago Puerto Rico
Hawaii San Francisco
Los Angeles Washington, DC

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.

CONFIDENTIAL

Receipts are required for commercial travel, car rental, parking, and
lodging.

Where SIEMENS consultants visit more than one client on the same trip, the
expenses incurred are apportioned in relation to time spent with each client.

SIEMENS' policy for consultant reimbursement may be changed by SIEMENS
from time to time to reflect changes in economic and business factors.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.