EXHIBIT 10
LANVISION SYSTEMS, INC.
THIRD LEASE AMENDMENT
THIS THIRD LEASE AMENDMENT (the "Amendment") is executed this 26 day of
July, 2005, by and between DUKE REALTY OHIO, an Indiana general partnership
("Landlord"), and LANVISION, INC., an Ohio corporation ("Tenant").
WITNESSETH:
WHEREAS, Duke Realty Limited Partnership, as predecessor in interest to
Landlord, and Tenant entered into a certain lease dated October 16, 2002, as
amended November 24, 2003 and August 2, 2004 (collectively, the "Lease"),
whereby Tenant leased from Landlord certain premises consisting of approximately
1,166 rentable square feet of space (the "Leased Premises") located in a
building commonly known as 312 Plum, located at 312 Plum Street, Suite 940,
Cincinnati, Ohio 45202; and
WHEREAS, Landlord and Tenant desire to extend the Lease Term; and
WHEREAS, Landlord and Tenant desire to amend certain provisions of the
Lease to reflect such extension, changes and additions to the Lease;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained and each act performed hereunder by the parties,
Landlord and Tenant hereby agree that the Lease is amended as follows:
1. Incorporation of Recitals. The above recitals are hereby incorporated
into this Amendment as if fully set forth herein.
2. Extension of Lease Term. The Lease Term is hereby extended through
December 31, 2008.
3. Amendment of Section 1.01. Basic Lease Provisions and Definitions.
Commencing January 1, 2006, Section 1.01 of the Lease is hereby amended by
deleting subsections D, E and F and substituting the following in lieu thereof:
"D. Minimum Annual Rent:
January 1, 2006 - December 31, 2006 $14,574.96 per year
January 1, 2007 - December 31, 2007 $15,081.12 per year
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January 1, 2008 - December 31, 2008 $15,472.80 per year;
E. Monthly Rental Installments:
January 1, 2006 - December 31, 2006 $1,214.58 per month
January 1, 2007 - December 31, 2007 $1,251.51 per month
January 1, 2008 - December 31, 2008 $1,289.40 per month;
F. Term: extended through December 31, 2008;"
4. Broker. Tenant represents and warrants that, except for Duke Realty
Services Limited Partnership, no real estate broker or brokers were involved in
the negotiation and execution of this Amendment. Tenant shall indemnify Landlord
and hold it harmless from any and all liability for the breach of any such
representation and warranty on its part and shall pay any compensation to any
other broker or person who may be deemed or held to be entitled thereto.
5. Representations and Warranties. The undersigned Tenant represents and
warrants to Landlord that (i) Tenant is duly organized, validly existing and in
good standing in accordance with the laws of the state under which it was
organized; (ii) all action necessary to authorize the execution of this
Amendment has been taken by Tenant; and (iii) the individual executing and
delivering this Amendment on behalf of Tenant has been authorized to do so, and
such execution and delivery shall bind Tenant. Tenant, at Landlord's request,
shall provide Landlord with evidence of such authority.
6. Examination of Amendment. Submission of this instrument for examination
or signature to Tenant does not constitute a reservation or option, and it is
not effective until execution by and delivery to both Landlord and Tenant.
7. Definitions. Except as otherwise provided herein, the capitalized terms
used in this Amendment shall have the definitions set forth in the Lease.
8. Incorporation. This Amendment shall be incorporated into and made a part
of the Lease, and all provisions of the Lease not expressly modified or amended
hereby shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the day and year first above written.
LANDLORD:
DUKE REALTY OHIO,
an Indiana general partnership
By: Duke Realty Limited Partnership,
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a general partner
By: Duke Realty Corporation,
its general partner
By: /s/ Kevin T. Rogus
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Kevin T. Rogus
Senior Vice President
TENANT:
LANVISION, INC.,
an Ohio corporation
By: /s/ Paul W. Bridge, Jr.
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Printed: PAUL W. BRIDGE, JR.
Title: CHIEF FINANCIAL OFFICER
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STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared
Kevin T. Rogus, by me known and by known to be the Senior Vice President of Duke
Realty Corporation, an Indiana corporation, the general partner of Duke Realty
Limited Partnership, an Indiana limited partnership, a general partner of Duke
Realty Ohio, an Indiana general partnership, who acknowledged the execution of
the foregoing "Third Lease Amendment" on behalf of said partnership.
WITNESS my hand and Notarial Seal this 1 day of August, 2005.
SEAL
/s/ Naomi Gump
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Notary Public
Naomi Gump
(Printed Signature)
My Commission Expires: JULY 22, 2007
My County of Residence: HAMILTON COUNTY
STATE OF OHIO )
) SS:
COUNTY OF WARREN )
Before me, a Notary Public in and for said County and State, personally appeared
Paul W. Bridge, Jr., by me known and by me known to be the Chief Financial
Officer of LanVision, Inc., an Ohio corporation, who acknowledged the execution
of the foregoing "Third Lease Amendment" on behalf of said corporation.
WITNESS my hand and Notarial Seal this 26 day of July, 2005.
SEAL
/s/ Cheryl A. Fritz
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Notary Public
Cheryl A. Fritz
My Commission Expires: 7-15-2008
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My County of Residence: Warren
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