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Exhibit 10
LANVISION SYSTEMS, INC.
LEASE TERMINATION AGREEMENT
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT ("Agreement") is executed this 18TH
day of JUNE, 1999, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana
limited partnership ("Landlord"), and LANVISION, INC., an Ohio corporation
("Tenant").
WHEREAS, Landlord and Tenant entered into a certain lease dated May 7,
1996, as amended July 12, 1996, February 25, 1997, September 23, 1997 and
January 16, 1998 (collectively, the "Lease") whereby Tenant leased from Landlord
certain premises consisting of approximately 15,306 rentable square feet of
space (the "Leased Premises") in a building commonly known as The Ohio National
Building, located at One Financial Way, Suite 400, Cincinnati, Ohio 45242; and
WHEREAS, Landlord and Tenant desire to terminate and cancel the Lease
and to release each other from their respective obligations under the Lease as
provided herein, and to release the Guarantor, LanVision Systems, Inc., from its
obligations under the Unconditional Guaranty of Lease dated May 7, 1996 (the
"Guaranty");
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and each act performed hereunder by the parties, Landlord and
Tenant hereby enter into this Agreement.
1. Provisions Respecting Termination of Lease. The Lease shall be
terminated and cancelled as of 11:59 p.m. June 30, 1999 (the "Termination
Date"). Tenant shall surrender possession of the Leased Premises on or before
June 29, 1999 in accordance with the terms of the Lease.
2. Release Upon Agreement. Upon the Termination Date, Landlord and
Tenant shall be released and discharged from their respective obligations under
the Lease, and neither party shall have any further liability under the Lease,
excluding, however, the obligations of Tenant attributable to any period of the
Lease on or prior to the Termination Date, prorated as of the Termination Date
(including without limitation the payment of Minimum Annual Rent and the Annual
Rental Adjustment) and any obligations of Tenant under the Lease which survive
termination thereof. The Tenant shall have no obligation to remove any of
Tenant's alterations or trade fixtures except as listed on Exhibit A, attached
hereto. In addition, as of the Termination Date, the Guarantor shall be released
from its obligations under the Guaranty.
3. Contingency. This Agreement is contingent upon Landlord entering
into a lease for the Leased Premises on or before June 21, 1999, such lease to
be on terms satisfactory to Landlord, in its sole discretion. In the event this
contingency is not satisfied, upon written notice from Landlord, this Agreement
shall be void and of no further force or effect, and the Lease shall continue
notwithstanding this Agreement.
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4. Default. In the event Tenant fails to surrender the Leased Premises
as provided in Paragraph 1 above, Landlord shall have the option of (i)
declaring this Agreement void, in which event the Lease shall remain in full
force and effect, or (ii) enforcing this Agreement. In either case, Landlord
shall be entitled to reimbursement from Tenant for Landlord's attorneys' fees,
court costs and all other damages resulting from Tenant's breach.
5. Successorship. This Agreement shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective successors and assigns.
6. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Ohio.
EXECUTED as of the date set forth above.
LANDLORD:
WITNESSES:
DUKE REALTY LIMITED PARTNERSHIP,
/s/ Daniel P. Ruh an Indiana limited partnership
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Daniel P. Ruh
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(Printed) By: Duke Realty Investments, Inc.,
its general partner
/s/ Naomi Gump
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Naomi Gump By: /s/ Kenneth A. Schuermann
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(Printed) Kenneth A. Schuermann
Vice President and
General Manager
TENANT:
WITNESSES:
LANVISION, INC., an Ohio corporation
/s/ Melissa Vincent
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Melissa Vincent
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(Printed) By: /s/ Eric Lombardo
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/s/ Paul W. Bridge, Jr. Printed: Eric Lombardo
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Paul W. Bridge, Jr.
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(Printed) Title: Executive Vice President
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally
appeared Kenneth A. Schuermann, by me known and by me known to be the Vice
President and General Manager of Duke Realty Investments, Inc., an Indiana
corporation, general partner of Duke Realty Limited Partnership, an Indiana
limited partnership, who acknowledged the execution of the foregoing "Lease
Termination Agreement" on behalf of said partnership.
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WITNESS my hand and Notarial Seal this 22 day of June, 1999.
/s/ Naomi Gump
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Naomi Gump Notary Public
{NOTARIAL SEAL} Notary Public, State of Ohio
My Commission Expires July 22, 2002 Naomi Gump
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(Printed Signature)
My Commission Expires:
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My County of Residence: Hamilton
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STATE OF Ohio )
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) SS:
COUNTY OF Hamilton )
Before me, a Notary Public in and for said County and State, personally
appeared Eric Lombardo, by me known and by me known to be the Executive V.P. of
Lanvision, Inc., an Ohio corporation, who acknowledged the execution of the
foregoing "Lease Termination Agreement" on behalf of said corporation.
WITNESS my hand and Notarial Seal this 22 day of June, 1999.
/s/ Joan Wolpin
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JOAN WOLPIN Notary Public
{NOTARIAL SEAL} Notary Public, State of Ohio
My Commission Expires June 7, 2000 ______________________
(Printed Signature)
My Commission Expires: ________________
My County of Residence: ________________
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