LANVISION SYSTEMS INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>l09502aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

EXHIBIT 10.1

LANVISION SYSTEMS, INC.

Lease agreement between LanVision, Inc. and The Western and Southern Life
Insurance Company dated July 30, 2004

                                 LEASE AGREEMENT

      TENANT:                       LanVision, Inc.

      LANDLORD:                     THE WESTERN AND SOUTHERN LIFE
INSURANCE COMPANY

                                       41

<PAGE>

                                Table Of Contents

<TABLE>
<S>                                                                      <C>
1.   Premises and Term................................................   43
2.   Use..............................................................   43
3.   Base Rent and Security Deposit...................................   44
4.   Operating Costs..................................................   45
5.   Parking..........................................................   47
6.   Construction.....................................................   48
7.   Alterations......................................................   48
8.   Building Services................................................   49
9.   Landlord's Responsibilities......................................   50
10.  Tenant's Responsibilities........................................   51
11.  Signs............................................................   51
12.  Inspections......................................................   51
13.  Utilities........................................................   52
14.  Assignment and Subletting........................................   52
15.  Fire and Casualty Damage.........................................   53
16.  Insurance........................................................   54
17.  Condemnation.....................................................   55
18.  Holding Over.....................................................   55
19.  Quiet Enjoyment..................................................   55
20.  Events of Default by Tenant......................................   56
21.  Landlord Remedies................................................   56
22.  Mortgages........................................................   57
23.  Events of Default by Landlord....................................   58
24.  Personal Property Taxes..........................................   58
25.  Relocation.......................................................   59
26.  Notices..........................................................   59
27.  Successors.......................................................   59
28.  Estoppel Certificates............................................   59
29.  Survival of Obligations..........................................   60
30.  Hazardous Materials..............................................   60
31.  Exculpation......................................................   60
32.  Financial Statements.............................................   61
33.  Brokers..........................................................   61
34.  Inspection.......................................................   61
35.  Force Majeure....................................................   61
36.  Miscellaneous....................................................   62
37.  Additional Provisions............................................   63
38.  Entire Agreement.................................................   64
Rider A...............................................................   66
</TABLE>

                                       42

<PAGE>

<TABLE>
<S>                                                                      <C>
Exhibit A.............................................................   69
Exhibit B.............................................................   70
Exhibit C.............................................................   71
Exhibit D.............................................................   72
Exhibit E.............................................................   75
</TABLE>

                                 LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease") is made and dated the 30 day of July, 2004 and is
by and between The Western and Southern Life Insurance Company, an Ohio
corporation ("Landlord"), and LanVision, Inc. ("Tenant").

                                   WITNESSETH:

1.    Premises and Term.

      In consideration of the obligation of Tenant to pay rent as herein
provided, and in consideration of the other terms, provisions and covenants
hereof, Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord
certain premises consisting of 21,723 net rentable square feet of space (the
"Premises") located in a building (the "Building") located at 10200 Alliance
Road within the County of Hamilton, State of Ohio. For informational purposes,
the Premises are outlined on a floor plan attached hereto as Exhibit A. The land
on which the Building is situated, together with all improvements located
thereon, (the "Property") are described on Exhibit B.

            This Lease shall commence on the Commencement Date, as hereinafter
defined, and shall extend for a period of 66 months thereafter (the "Term");
provided, however, that in the event the Commencement Date is a date other than
the first day of a calendar month, the Term shall extend for said number of
months in addition to the remainder of the calendar month following the
Commencement Date.

      The Commencement Date shall be December 1, 2004 or the date upon which the
Premises are Substantially Completed, whichever occurs earlier; provided
however, should the Premises not be Substantially Completed by the December 1,
2004 date for reasons not caused by Tenant then the Commencement Date shall be
extended past the December 1, 2004 date. If the Premises are not Substantially
Complete by January 31, 2005, Tenant may terminate this Lease upon written
notice to Landlord. As used herein, "Substantially Completed" shall mean when
improvements to the Premises have been completed in accordance with the plans
and specifications described on Exhibit C attached hereto (the "Plans and
Specifications"), subject to the completion of punch list items and the issuance
of a final certificate of occupancy. Within five business days of receipt by
Tenant, Tenant shall execute and deliver to Landlord an Amendment to this Lease
prepared by Landlord and in form and substance substantially similar to that
attached hereto as Exhibit D and incorporated herein by reference.

2.    Use.

      The Premises shall be used only for office space and for such other lawful
purposes as may be incidental to such use. At its own cost and expense, Tenant
shall obtain any and all licenses and permits, if any, necessary for any such
use. Tenant agrees to comply with all rules and regulations for the Building as
such may be modified or changed by Landlord from time to time, as long as such
modifications or changes do not interfere with Tenant's use of the Premises as

                                       43
<PAGE>

provided herein and as long as such modifications and changes are uniformly
applied to all tenants of the Building. A copy of the current rules and
regulations for the Building is attached hereto as Exhibit E. Outside storage,
including without limitation trucks and other vehicles, garbage containers and
outdoor furniture, is prohibited without Landlord's prior written consent.

3.    Base Rent and Security Deposit.

      A. Base Rent. Tenant agrees to pay Landlord Base Rent ("Base Rent") for
the Premises, without demand, deduction or set off, for the entire Term in
monthly installments as follows:

<TABLE>
<CAPTION>
                Time Period                               Monthly Installment
                -----------                               -------------------
<S>                                                       <C>
December 1, 2004 through January 31, 2005                      $13,486.36
February 1, 2005 through July 31, 2005                         $     0.00
August 1, 2005 through November 30, 2006                       $13,486.36
December 1, 2006 through November 30, 2008                     $15,296.61
December 1, 2008 through May 31, 2010                          $17,106.86
</TABLE>

            The first monthly installment shall be due and payable on the
Commencement Date. Thereafter, each such monthly installment shall be due and
payable in advance and without demand on or before the first day of each
calendar month following the Commencement Date during the Term hereof, except
that the rental payment for any fractional calendar month at the commencement of
the Term shall be prorated.

            If Landlord, at Tenant's request, permits Tenant to enter the
Premises prior to the Commencement Date to decorate, furnish, or otherwise equip
the Premises, Tenant shall not interfere with Landlord's work. Landlord will
allow Tenant access to the Premises, free of charge, two (2) weeks prior to the
Commencement Date for the purpose of installing modular system furniture,
fixtures and equipment as long as such access does not interfere with Landlord's
work. Tenant's access to the Premises shall not create a landlord-tenant
relationship; however, the provisions of paragraph 16 of this Lease shall apply.
Tenant shall pay any additional and reasonable cost to Landlord caused by
Tenant's activity on the Premises prior to the Commencement Date.

                                       44
<PAGE>

      B.    Security Deposit.

            On the date hereof, Tenant agrees to deposit with Landlord the sum
of $13,486.36, which sum shall be held by Landlord, without interest, as
security for the performance of Tenant's covenants and obligations under the
Lease, it being expressly understood and agreed that such deposit is not an
advance rental deposit or a measure of Landlord's damages in case of Tenant's
default. Upon the occurrence of any event of default by Tenant, Landlord may,
from time to time and without prejudice to any other remedy provided in this
Lease by law, apply such deposit (i) to any arrears of Base Rent, Additional
Rent (as hereinafter defined in paragraph 4B) or Other Charges (as hereinafter
defined in paragraph 4F) due Landlord, and (ii) against any other damage,
injury, expense or liability caused by such event of default. Within five days
of receipt of written demand from Landlord, Tenant shall pay to Landlord the
amount so applied in order to restore the security deposit to its original
amount. Although the security deposit shall be deemed the property of Landlord,
any remaining balance of such deposit shall be returned by Landlord to Tenant
after termination of this Lease if all of Tenant's obligations under this Lease
shall have been fulfilled. If the Property and Building are conveyed by
Landlord, Landlord shall deliver said deposit to Landlord's grantee, and
Landlord shall have no further liability to Tenant with respect to said deposit
and its application or return.

4.    Operating Costs.

      A. Additional Rent. Upon demand, Tenant shall pay to Landlord, as
Additional Rent (defined in paragraph 4B) during the Term of this Lease,
Tenant's Proportionate Share (defined in paragraph 4E) of Operating Costs
(hereinafter defined). Landlord acknowledges that the current Operating Costs
and Real Estate Taxes for the Building for Calendar Year 2004 is $5.75 per
square foot and the actual cost for Calendar Year 2003 was approximately $5.50
per square foot.

            As used in this Lease, the term "Operating Costs" shall mean any and
all expenses, costs and disbursements of any kind and nature whatsoever incurred
by Landlord in connection with the ownership, management, maintenance, operation
and repair of the Property and Building and which Landlord shall pay or become
obligated to pay in respect of a calendar year (regardless of when such
Operating Costs were incurred). Operating Costs shall include, but not be
limited to: a) the costs of maintenance, repairs, and replacements to the
Property, Building and Common Areas (as hereinafter defined), including roof,
walls, downspouts, gutters, painting, and sprinkler and irrigation systems; b)
the costs of maintaining and repairing parking lots, parking structures and
easements; c) property and asset management fees, payroll, fringe benefits and
related costs payable to employees and agents of Landlord whose duties are
connected with the Property; d) all insurance costs; e) all heating and air
conditioning costs; f) electricity, sewer and water and other utility costs not
separately metered to tenants; g) the costs of maintaining landscaping, both
interior and exterior; h) expenses for office space chargeable to the operation
and management of the Building and Property; i) license permits and inspection
fees; j) trash and snow removal costs; k) janitorial service costs; l) the cost
of Real Estate Taxes (as hereinafter defined); m) costs and expenses incurred by
Landlord in protesting the amount of Real Estate Taxes; n) the cost, as
amortized by Landlord at an interest rate of prime plus two percent year, of any
capital improvements made after completion of the Building that reduce Operating
Costs, but only in an amount not to exceed such reduction for the relevant year;
o) the cost of any structural repairs or replacements to the Building that are
required under any governmental laws, regulations, or ordinances and that were
not applicable to the Building at the time it was constructed; and p) all other
expenses necessary for the operation and management of the Building and
Property.

                                       45
<PAGE>

            Common Areas ("Common Areas") shall include, but not be limited to,
the sidewalks, lobbies, halls, passages, exits, entrances, elevators, stairways,
restrooms, parking areas, driveways, and landscaped areas of the Building and
Property. Landlord grants to Tenant, its employees, customers and invitees, a
nonexclusive license to use, in common with all others to whom Landlord has
granted or may hereafter grant a license to use, the Common Areas of the
Building and Property, subject to such reasonable rules and regulations as
Landlord may from time to time prescribe and uniformly apply to all tenants of
the Building and Property. Neither Tenant nor its employees, invitees, or
customers shall go upon the roof or into mechanical areas of the Building
without the consent of Landlord, which consent shall not be unreasonably
withheld.

            Real Estate Taxes ("Real Estate Taxes") shall include all taxes and
assessments, special or otherwise, exclusive of penalties or discounts, levied
upon the Property by any federal, state, or local governmental agency, and
including any use, occupancy, excise, sales or other like taxes. If at any time
during the Term of this Lease, the present method of taxation shall be changed
so that in lieu of the whole or any part of any taxes, assessments or
governmental charges levied, assessed or imposed on real estate and the
improvements thereon, there shall be levied, assessed or imposed on Landlord a
capital levy or other tax directly on the rents received therefrom and/or a
franchise tax, assessment, levy or charge measured by or based, in whole or in
part, upon such rents for the Building or any future building or buildings on
the Property, then all such taxes, assessments, levies or charges, or the part
thereof so measured or based, shall be deemed to be included within Real Estate
Taxes for the purposes hereof. Landlord shall retain the sole right to
participate in any proceedings to establish or contest the amount of Real Estate
Taxes; provided however any contestment or proceedings that reduces the Real
Estate Tax amount to be paid for the Building and Property shall be passed on to
Tenant through a reduction in the applicable year's Operating Costs, if any.

      B. Payment of Proportionate Share. For purposes of calculating Tenant's
Proportionate Share for the first year of the Lease Term, Landlord has
established that the Additional Rent to be paid by Tenant shall be $5.75 per
square foot; provided however, notwithstanding the foregoing, no Additional Rent
shall be paid by Tenant for the period beginning February 1, 2005 through July
31, 2005. Promptly after the anniversary of the first year of the Lease Term
and/or during December of each year (or as soon thereafter as practicable),
Landlord shall give Tenant written notice of its estimated amounts payable under
Paragraph 4A for the ensuing calendar year, as applicable. On or before the
first day of each month thereafter, Tenant shall pay to Landlord one/twelfth
(1/12th) of such estimated amounts, which monthly payments shall constitute
"Additional Rent." If written notice is not given in December, Tenant shall
continue to pay on the basis of the prior year's estimate until the first day of
the month after the month in which such notice is given. If at any time it
appears to Landlord that the amounts payable under paragraph 4A for the then
current calendar year will vary from its estimate by more than five percent
(5%), Landlord may, by written notice to Tenant, revise its estimate for such
year, and subsequent payments by Tenant for such year shall be based upon such
revised estimate.

            Within ninety (90) days after the close of each calendar year or as
soon thereafter as practicable, Landlord shall deliver to Tenant a summary of
the total Operating Costs for the previous calendar year and Tenant's
Proportionate Share thereof. If such summary shows an amount due from Tenant
that is less than the estimated payments previously paid by Tenant, a refund of
the excess shall accompany it to Tenant. If such summary shows an amount due
from Tenant that is more than the estimated payments previously paid by Tenant,
Tenant shall pay the deficiency to Landlord, as Additional Rent, within thirty
(30) days after delivery of the summary. The obligation of Tenant with respect
to the payment of Tenant's Proportionate Share of Operating Costs shall survive
the termination of this Lease.

                                       46
<PAGE>

      C. Dispute of Operating Costs. If Tenant questions in writing any such
notice of reconciled Operating Costs, and if the question is not amicably
settled between Landlord and Tenant within thirty (30) days after said notice
has been given, Landlord shall, during the sixty (60) days following the
expiration of such thirty (30) day period, employ an independent certified
public accountant, mutually acceptable to Landlord and Tenant, to audit
Operating Costs. The determination of such accountant shall be final,
conclusive, and binding upon Landlord and Tenant. Tenant understands that the
actual itemization of, and the amount of individual items constituting,
Operating Costs are confidential. While Landlord shall keep and make available
to such accountant all records in reasonable detail, and shall permit such
accountant to examine and audit such of Landlord's records as may be reasonably
required to verify such Operating Costs at reasonable times during business
hours, Landlord shall not be required to (and the accountant shall not be
permitted to) disclose to any person, firm or corporation, including to Tenant,
any such details (it being the intent of the parties that such accountant shall
merely certify to Landlord and Tenant the correct amount of adjusted additional
Operating Costs for the calendar year). Any change in the reconciled Operating
Costs required by such accountant's determination shall be made within thirty
(30) days after such determination has been rendered. The expenses involved in
such audit shall be borne by Tenant and deemed to be Other Charges (defined in
paragraph 4F) under this Lease, unless the results of such audit determine that
the difference between the Operating Costs as determined by the audit and the
Operating Costs as determined by Landlord is greater than ten percent (10%) of
the Operating Costs as determined by Landlord, in which case such expenses shall
be borne by Landlord. If Tenant does not, in writing, question the reconciled
Operating Costs within thirty (30) days after such notice of reconciled
Operating Costs has been given, Tenant shall be deemed to have approved and
accepted such reconciled Operating Costs.

      D. Accounting Methods. If Landlord selects the accrual accounting method
rather than the cash accounting method for operating expense purposes, Operating
Costs shall be deemed to have been paid when such expenses have accrued.

      E. Definition of Proportionate Share. As used in this Lease,
"Proportionate Share" shall mean a percentage factor determined by dividing the
net rentable square footage contained in the Premises (21,723 net rentable
square feet) by the net rentable square footage contained in the Building
(63,261 net rentable square feet), or thirty-four and 34/100 percent (34.34%).

      F. Other Charges. All costs, expenses and other sums (other than Base Rent
and Additional Rent) that Tenant assumes or agrees to pay to Landlord pursuant
to this Lease shall be deemed "Other Charges."

      G. Default Rate.If an installment of Base Rent, Additional Rent, Other
Charges or any other payment due from Tenant is not received on or before the
tenth (10th) day of the month in which it is due (other remedies for nonpayment
notwithstanding) and five (5) days after receipt of written notice from Landlord
that Tenant is in default, Tenant shall pay to Landlord a late charge equal to
the Default Rate ("Default Rate"), which for the purposes of this Lease shall be
the rate of interest equal to the prime rate as announced from time to time by
The Fifth Third Bank (or its successor) plus three percent (3%) per year for
each day from the first day of the month through the date such payment is
received.

5.    Parking.

      Landlord hereby grants to Tenant the right to use, in a manner conducive
to good business practice, the parking areas located on the Property at no
charge for at least 400 parking spaces on a non-exclusive basis in common with
the other tenants of the Building and in compliance with Exhibit E. Such
parking, in conjunction with any visitors parking area, shall be for the use of
the Tenant's officers, agents, employees and invitees on a non-reserved basis.
Landlord reserves the

                                       47
<PAGE>

right to designate, for the specific account of Tenant and other tenants,
specific parking areas or spaces within the Property. Landlord shall have no
liability to Tenant for any damages or claims arising from the use of the
parking area by Tenant, other tenants, customers, invitees or employees.
Landlord shall not be liable for any vehicle of Tenant or its employees,
customers, or invitees that Landlord shall have towed from the Property when
parked in violation of Landlord's rules and regulations governing the Building
or Property or any governmental laws, regulations, or ordinances.

6.    Construction.

      A. Improvements to be Constructed. The Premises shall be prepared for the
occupancy of Tenant in accordance with the Plans and Specifications attached as
Exhibit C and outlined in Rider A, (the Work Letter Agreement).

      B. Work Prior to Commencement Date. Before the Commencement Date, Landlord
shall have substantially completed in the Premises the leasehold improvements
described in Exhibit C and in accordance with Rider A of this Lease. Landlord
shall provide an allowance of up to $326,000 for the completion of improvements
described in Exhibit C, which shall include without limitation architectural
fees, engineering fees (if any), reasonable costs for construction goods and
services, and any other reasonable and customary costs associated with the
construction of the improvements. Landlord shall be required to get at least
three (3) competitive bids for all the major sub-contractors performing the
leasehold improvements, including but not limited to the HVAC Systems,
electrical systems, plumbing work, drywall work; cabinetry and millwork,
painting and flooring installations, and provide such competitive bids to
Tenant. For purposes of this Section 6.B., "major sub-contractors" shall mean
sub-contractors with contracts for the leasehold improvements in excess of
$50,000.00. Tenant shall be responsible for any improvement costs in excess of
$326,000. Landlord shall be under no obligation to begin preparation of the
Premises for Tenant's occupancy prior to June 30, 2004.

      C. Condition of Premises. The taking of possession of the Premises by
Tenant shall be conclusive evidence that: a) Tenant accepts the Premises as
suitable for the purposes for which same are leased, subject to "punch list"
items to be installed or repaired by Landlord and contained in a punch list,
which must be submitted, if at all, to Landlord by Tenant within thirty (30)
days after the Commencement Date; b) Tenant accepts the Property as being in a
good and satisfactory condition; and c) Tenant waives any defects in the
Premises and its appurtenances and in all other parts of the Property, unless
such defects are latent and could not be detected within thirty (30) days after
the Commencement Date.

7.    Alterations.

      A. Prohibition. Tenant shall not make any alterations, additions or
improvements (collectively, "Alterations") to the Property, Building or Premises
(including, but not limited to, roof and wall penetrations) without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.
Before commencing any work in connection with Alterations, Tenant shall furnish
to Landlord, for Landlord's approval, the following: a) detailed plans and
specifications; b) names and addresses of the contractor(s) and
subcontractor(s); c) copies of all contracts, subcontracts, and necessary
permits; d) a payment and performance bond, or other indemnification, in form
and amount satisfactory to Landlord, protecting Landlord against any and all
claims, costs, damages, liabilities and expenses that may arise in connection
with the Alterations; e) such documentation as is necessary to comply fully with
the mechanics' lien law of the State of Ohio; and f) certificates of insurance,
in form and amount satisfactory to Landlord, from all contractors and
subcontractors who will perform labor or furnish materials, insuring Landlord
against any and all liability for personal injury, including workers'
compensation

                                       48
<PAGE>

claims and for property damage that may arise out of or be in any manner
connected with the Alterations.

      B. Indemnification. Tenant hereby specifically agrees to indemnify and
hold harmless Landlord from and against any and all liabilities, costs and
expenses of every kind and description, including attorneys' fees that may arise
out of or in any manner be connected with any Alterations made by Tenant. Tenant
shall pay the cost of all such Alterations and all costs associated with
repairing and/or decorating the Premises that may be occasioned thereby. All
Alterations made by Tenant shall be installed in a good and workmanlike manner,
using only materials of the same or higher quality as those installed in the
Building. All Alterations, whether placed in or upon the Property, Building or
Premises by Landlord or Tenant, shall become Landlord's property and shall
remain with the Property, Building or Premises at the termination of this Lease,
without compensation, allowance, or credit to the Tenant; provided, however,
that notwithstanding the foregoing, at the termination of this Lease, Landlord
may request that any or all of said Alterations in or upon the Property,
Building and Premises made by Tenant be removed by Tenant, if such requirement
is specifically agreed to in writing by Landlord and Tenant when such
Alterations are agreed to by Landlord in accordance with the provisions of
section 7A, above.. If Landlord requests such removal or if Tenant removes its
trade fixtures, Tenant shall remove the same prior to the termination of the
Lease and shall repair all damage to the Premises, the Building, and the
Property caused by such removal. If Tenant fails to remove any Alterations when
requested by Landlord to do so, Landlord may remove the same and repair all
damage caused thereby, and Tenant shall pay to Landlord the cost of such removal
and repair immediately upon demand therefor by Landlord, plus fifteen percent
(15%) of the cost of such removal to reimburse Landlord for its administrative
expense. Tenant's obligation to observe or perform this covenant shall survive
the expiration or termination of the Lease.

      C. Mechanics' Liens. If, because of any act or omission of Tenant, any
mechanic's lien or other lien, charge or order for the payment of money shall be
filed against any portion of the Property, Building or Premises, Tenant, at its
own cost and expense, shall cause the same to be discharged of record or bonded
against within ten (10) days of the filing thereof unless Tenant shall contest
the validity of such lien by appropriate legal proceedings diligently conducted
in good faith and without expense to Landlord. Tenant shall indemnify and save
harmless Landlord against and from all costs, liabilities, suits, penalties,
claims and demands, including attorneys' fees, on account thereof. If Tenant
shall fail to cause such liens to be discharged of record or bonded against
within the aforesaid ten (10) day period or shall fail to satisfy such liens
within ten (10) days after any judgment in favor of such lienholders from which
no further appeal might be taken, then Landlord shall have the right to cause
the same to be discharged. All amounts paid by Landlord to cause such liens to
be discharged, plus interest on such amounts at the Default Rate, shall
constitute Other Charges payable by Tenant to Landlord.

8.    Building Services.

      A) Electric. Landlord shall provide electric power to the Premises. Such
power is intended for normal office usage of lighting, heating, ventilating, and
air conditioning equipment, server room/data center and for operating office and
computer equipment. Landlord reserves the right, if Tenant's consumption of
electricity exceeds that required for normal office and data center use, to
include a charge for such electricity as Other Charges or to require Tenant to
separately meter the electric usage for the Premises.

      B) Water. Landlord shall provide water for drinking, lavatory and toilet
purposes from the regular Building supply.

      C) Janitorial Services. Landlord shall provide janitorial services for the
Premises and Common Areas five evenings per week, except for weeks with Holidays
(as hereinafter defined).

                                       49
<PAGE>

Such janitorial cleaning services shall be provided by Landlord at the same
level or better that of which is provided by other landlords or owners of
comparable buildings in the Cincinnati area. At Tenant's request, some areas
within the Premises, including the server rooms/data centers, may be off limits
to janitors unless an authorized employee is present.

      D) Elevators. Landlord shall provide elevator service.

      E) HVAC. Landlord shall provide heating and air conditioning during Normal
Business Hours at such temperatures considered by Landlord to be reasonable
and/or as regulated from time to time by governmental authorities. In addition,
because the nature of Tenant's business is such that its personnel may need to
work in the Premises outside of Normal Business Hours, Landlord agrees to
provide up to an additional 10 hours per month of air conditioning outside the
Normal Business Hours at no additional expense to Tenant (the "Additional
Hours"). Air conditioning shall be provided within three hours of Tenant's
request. In the event that Tenant requests Landlord to provide HVAC service for
periods that are outside of Normal Business Hours and beyond the Additional
Hours in any given month, then Tenant shall reimburse Landlord at the rate of
$30 per hour for each HVAC unit that is engaged during such period. Under no
circumstances shall Tenant be obligated to pay supplemental charges for HVAC
usage except upon Tenant's request for HVAC service for periods that are outside
of Normal Business Hours and the Additional Hours. In addition to the foregoing,
because Tenant has extensive data processing equipment, including computer
server rooms, Landlord agrees that Tenant may install a separately metered,
roof-top mounted air conditioning unit dedicated to Tenant's server room(s) to
ensure that the temperature in Tenant's server rooms will not be lower than 67
degrees or higher than 75 degrees at all times. The allowance for improvements
provided in Article 6B of this Lease may be applied toward the cost of
installing such unit. The costs of maintaining such unit will be at Tenant's
sole cost and expense, and the utility bills for such unit shall be Tenant's
sole responsibility.

      F) Interruption. Landlord does not warrant that building services to be
provided by Landlord will be free from interruption due to causes beyond
Landlord's reasonable control. Temporary interruption of services or unavoidable
delay in the making of repairs for up to 72 hours shall not be deemed an
eviction or disturbance of Tenant's use and possession nor shall render Landlord
liable to Tenant for damage by abatement of rent or otherwise nor relieve Tenant
from performance of its obligations under this Lease.

      G) Normal Business Hours. "Normal Business Hours" shall be 7:00 a.m. to
7:00 p.m. weekdays and 8:00 a.m. to 1:00 p.m. on Saturdays except for Holidays.

      H) Holidays. "Holidays" shall be New Years Day, Presidents Day, Memorial
Day, July 4, Labor Day, Thanksgiving Day, and Christmas Day.

      I) Limitation of Access. Landlord acknowledges that, for security reasons,
certain areas of the Premises will be accessible only via keyless entry security
system installed by Tenant. This may include key card access, biometrics or
other currently acceptable security mechanisms. Landlord and Tenant agree to
cooperate with each other to facilitate the provision of building services as
they apply to such secure spaces.

9.    Landlord's Responsibilities.

      Landlord shall: (i) maintain the Building, including Tenant's Premises
(except to the extent of Tenant's responsibilities under in Section 10.A.
below), in good repair, reasonable wear and tear and any casualty covered by the
provisions of paragraph 15 excepted, and make all necessary repairs and
replacements to the Building and its components and operating systems, whether
ordinary or extraordinary, structural or nonstructural; (ii) regularly mow any
grass, remove weeds

                                       50
<PAGE>

and perform general landscape maintenance; and (iii) maintain and repair the
parking lot and driveway areas. Tenant shall immediately give Landlord written
notice of any defect or need for repairs after which Landlord shall have a
reasonable opportunity to repair the same or cure such defect. Landlord's
liability with respect to any defects, repairs or maintenance for which Landlord
is responsible under any of the provisions of this Lease shall be limited to the
cost of such repairs or maintenance or the curing of such defect. If any part of
the Building or the Premises is damaged through the fault or negligence of
Tenant, its agents, employees, invitees or customers, then Tenant shall promptly
and properly repair the same at no cost to Landlord; provided, however, that
Landlord may, at its option, make such repairs on behalf of Tenant, the
reasonable cost of which shall constitute Other Charges payable by Tenant to
Landlord.

10.   Tenant's Responsibilities.

      A. Maintenance of Premises. Tenant shall, at its own cost and expense,
keep and maintain all parts of the Premises in good condition, promptly making
all necessary repairs and replacements (including, but not limited to, windows,
glass and plate glass, doors, any special entry, store fronts or lighting
fixtures, floors and floor coverings) and shall keep the whole of the Premises
in a clean and sanitary condition. Tenant shall not be obligated to repair any
damage caused by fire, tornado or other casualty covered by the insurance to be
maintained by Landlord pursuant to paragraph 15.

      B. Prohibition against Damage. Tenant shall not damage any demising wall
or disturb the integrity and support provided by any demising wall and shall, at
its sole cost and expense, promptly repair any damage or injury to any demising
wall caused by Tenant or its employees, agents or invitees.

      C. Payment for Damage to Premises. Upon demand by Landlord, Tenant shall
pay, as Other Charges, the cost and expense of repairing any damage to the
Premises resulting from and/or caused in whole or in part by the negligence or
misconduct of Tenant, its agents, servants, employees, patrons, customers,
invitees, or any other person entering upon the Property as a result of Tenant's
business activities or caused by Tenant's default under this Lease to the extent
that 1) Tenant does not repair such damage, and 2) the cost of repairing such
damage is not reimbursed by the insurance to be maintained by Landlord under
paragraph 15.

11.   Signs.

      Tenant shall not, without the prior written consent of Landlord, install
or affix any window coverings, blinds, draperies, signs, window or door
lettering or advertising media of any type (collectively, "Signs") on the
Property, the Building or in or on the Premises that are visible from the Common
Areas (with the exception of external security related equipment and/or
information related to entering the Premises). Any Signs shall be subject to any
applicable governmental laws, ordinances, regulations and other requirements.
Tenant shall remove any Signs and window coverings upon the termination of this
Lease. Any such installations and removals shall be made in such manner as to
avoid injury or defacement of the Building, Premises and other improvements, and
Tenant shall repair any injury or defacement, including without limitation
discoloration, caused by such installation and/or removal. Landlord reserves the
right to install and maintain signage on the exterior or interior of the
Building. Landlord agrees to post at the all entrances to Building signs
prohibiting the carrying of firearms in accordance with the Ohio Revised Code.

12.   Inspections.

      Landlord and Landlord's agents and representatives shall have the right to
enter and inspect the Premises, on a non emergency basis during Tenant's office
hours, or in the case of an

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<PAGE>

emergency at any reasonable time for the purpose of ascertaining the condition
of the Premises or in order to make such repairs as may be required or permitted
to be made by Landlord under the terms of this Lease. Tenant shall give written
notice to vacate to Landlord at least thirty (30) days prior to vacating the
Premises and shall arrange to meet with Landlord for a joint inspection of the
Premises prior to vacating. In the event of Tenant's failure to give such notice
or arrange such joint inspection, Landlord's inspection at or after Tenant's
vacating the Premises shall be conclusively deemed correct for purposes of
determining Tenant's responsibility for repairs and restoration.

13.   Utilities.

      Tenant shall pay for all water, gas, heat, light, power, telephone, sewer
and sprinkler charges and other utilities and services separately metered for
the Premises, together with any taxes, penalties, surcharges or the like
pertaining thereto and shall furnish and install all replacement electric light
bulbs and tubes.

14.   Assignment and Subletting.

      A. Prohibition. Tenant shall not have the right to assign or pledge this
Lease or to sublet the whole or any part of the Premises, whether voluntarily or
by operation of law, or permit the use or occupancy of the Premises by anyone
other than Tenant without the prior written consent of Landlord, which consent
shall be in Landlord's sole discretion. In the event Tenant desires to sublet
the Premises, or any portion thereof, or assign this Lease, Tenant shall give
written notice thereof to Landlord sixty (60) days prior to the proposed
commencement date of such subletting or assignment, which notice shall set forth
the name of the proposed subtenant or assignee, the relevant terms of any
sublease, and copies of financial reports and other relevant financial
information of the proposed subtenant or assignee. Notwithstanding any permitted
assignment or subletting, Tenant shall at all times remain directly, primarily
and fully responsible and liable for the payment of Base Rent, Additional Rent
and Other Charges herein specified and for compliance with all of its other
obligations under the terms, provisions and covenants of this Lease. The
restrictions and requirements of this paragraph 14 shall be binding upon any
assignee or subtenant to which Landlord has consented. Upon the occurrence of an
event of default as outlined in paragraph 20 of this Lease, if the Premises or
any part thereof are then assigned or sublet, Landlord, at its option and in
addition to any other remedies provided in this Lease or provided by law, may
collect directly from such assignee or subtenant all rent due and becoming due
to Tenant under such assignment or sublease and apply such rent against any sums
due to Landlord from Tenant hereunder, and no such collection shall be construed
to constitute a novation or release of Tenant from the further performance of
Tenant's obligations under this Lease.

      B. Excess Rent. If Landlord grants its consent to any sublease or
assignment, Tenant shall pay to Landlord as Other Charges one hundred percent
(100%) of any sums in excess of the Base Rent and Additional Rent payable under
this Lease received by, or payable to, Tenant under the sublease or assignment.

      C. Payment of Fees. If Landlord grants its consent to any sublease or
assignment, Tenant shall pay as Other Charges reasonable attorneys' fees
incurred by Landlord with respect to such assignment or sublease.

      D. Options Not Assignable. If Tenant has any options to extend the Term of
this Lease, such options shall not be available to any subtenant or assignee,
directly or indirectly.

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<PAGE>

      E. Option to Cancel. In addition to, but not in limitation of, Landlord's
right to approve of any subtenant or assignee, Landlord shall have the option to
terminate this Lease, in its sole discretion, in the event of any proposed
subletting or assignment to terminate this Lease or, in the case of a proposed
subletting of less than the entire Premises, to recapture the portion of the
Premises to be sublet, as of the date the subletting or assignment is to be
effective. The option shall be exercised, if at all, by Landlord giving Tenant
written notice thereof within sixty (60) days following Landlord's receipt of
Tenant's written notice as required in paragraph 14A. If this Lease shall be
terminated with respect to the entire Premises pursuant to this paragraph 14E,
the Term of this Lease shall end on the date stated in Tenant's notice as the
effective date of the sublease or assignment as if that date had been originally
fixed in this Lease for the expiration of the Term hereof. If Landlord
recaptures only a portion of the Premises under this paragraph 14E, the Base
Rent and Additional Rent during the unexpired Term shall abate proportionately.

15.   Fire and Casualty Damage.

      A. Coverage. Landlord agrees to maintain standard "all risk" property
coverage insurance covering the Building in an amount not less than 80% of the
replacement cost of the Building. "Replacement Cost" as used in this Lease shall
be defined in the replacement cost endorsement attached to the all risk coverage
policy, with such coverage to be at least equal to those defined, provided and
limited in Insurance Services Office standard forms. Subject to the provisions
of paragraphs 15B, 15C, 15D and 15E, such insurance shall be for the sole
benefit of Landlord and under its sole control.

      B. Destruction of Premises or Building. If the Premises or Building (or
any substantial part of either) are damaged or destroyed by fire, tornado, or
other casualty, and such damage or destruction in Landlord's sole judgment
cannot be repaired within ninety (90) days after such damage or destruction,
either Landlord or Tenant may terminate this Lease by written notice to the
other within thirty (30) days after such damage or destruction. Such termination
shall be effective as of the date of such damage or destruction.

      C. Premises Rendered Untenantable. If the Common Areas are damaged or
destroyed by fire, tornado, or other casualty to such an extent as to
substantially interfere with Tenant's use of the Premises or if the Premises are
rendered untenantable, and such damage or destruction in Landlord's sole
judgment cannot be repaired within ninety (90) days of such damage or
destruction, then Tenant may terminate this Lease by giving written notice to
Landlord within thirty (30) days after such damage or destruction. Such
termination shall be effective as of the date of such damage. If Tenant does not
so terminate this Lease, Base Rent, Additional Rent, and Other Charges shall
abate during any period of such damage or destruction.

      D. Right to Rebuild. If the Building is damaged by any peril covered by
the insurance to be provided by Landlord under this paragraph 15, but only to
such extent that, in Landlord's sole judgment, rebuilding or repairs can be
completed within ninety (90) days after the date of such damage (except that
Landlord may elect not to rebuild if such damage occurs during the last year of
the Lease), this Lease shall not terminate, and Landlord shall, at its sole cost
and expense, proceed with reasonable diligence to rebuild and repair the
Building to substantially the condition in which it existed prior to such
damage, except that Landlord shall not be required to rebuild, repair or replace
any part of the partitions, fixtures, additions, and other improvements that may
have been placed in, on or about the Premises by Tenant.

      E. Insurance Applied to Indebtedness. Notwithstanding anything herein to
the contrary, in the event the holder of any indebtedness secured by a mortgage
or deed of trust covering the Premises or the Building requires that the
insurance proceeds be applied to such indebtedness, then Landlord shall have the
right to terminate this Lease by delivering written notice of

                                       53
<PAGE>

termination to Tenant within fifteen (15) days after such requirement is made by
any such holder, whereupon all rights and obligations hereunder shall cease and
terminate.

16.   Insurance.

      A. Indemnification. Except as otherwise provided in this Lease, Tenant
shall protect, defend, indemnify, save and hold harmless Landlord and any fee
owner, ground lessor, or underlying landlord of the Property or of the Building
against and from any and all claims, liabilities, demands, fines, suits,
actions, proceedings, orders, decrees and judgments of any kind or nature by, or
in favor of, anyone whomsoever, and against and from any and all costs, damages
and expenses, including attorney's fees, resulting from or in connection with,
loss of life, bodily or personal injury, or property damage arising, directly or
indirectly, out of, or from, or on account of: (i) any accident or other
occurrence in, upon, at or from the Premises, or occasioned in whole or in part
by the use and occupancy of the Premises or any improvements therein or
appurtenances thereto (except to the extent caused by the negligence and willful
misconduct of Landlord or Landlord's agents or employees), or by any act or
omission of Tenant or any subtenant, concessionaire, or licensee of Tenant, or
their respective employees, agents, contractors, or invitees, in, upon, at or
from the Premises or its appurtenances or any common area; or (ii) any properly
performed action of Landlord or Landlord's agents or employees that is taken in
reasonable reliance upon any act, omission or statement of Tenant or any
subtenant, concessionaire, or licensee of Tenant, or their respective employees,
agents or contractors.

      B. Tenant's Insurance. Tenant, at its sole cost and expense, shall obtain
and maintain during the entire Term of this Lease the following types of
insurance:

         (i) Commercial general liability insurance providing coverage against
claims of bodily injury or property damage occurring in, upon, or about the
Premises, with minimum limits of one million dollars ($1,000,000) per occurrence
and two million dollars ($2,000,000) in the aggregate;

         (ii) "All risk" property insurance coverage on all of Tenant's personal
property, including trade fixtures, floor coverings, wall coverings,
furnishings, furniture, and contents on a replacement cost basis;

         (iii) Business interruption insurance in an amount equal to the
aggregate of one (1) year's requirement of Base Rent, Additional Rent, and the
insurance premiums necessary to comply with this paragraph 16; and

         (iv) Both workers' compensation insurance in compliance with state law
and employer's liability insurance with a minimum limit of $500,000 per
employee.

      C. Landlord as Additional Insured. The commercial general liability
insurance required to be maintained by Tenant shall identify Landlord and its
assigns as additional insureds with respect to their liability arising out of
Tenant's use, occupancy, and maintenance of the Premises and shall be written
with a company or companies reasonably satisfactory to Landlord, having a
policyholder rating of at least "A-" (A minus) as rated in the most recent
edition of "Best's Key Rating Guide" for insurance companies, and authorized to
engage in the business of insurance in the State of Ohio. Tenant shall deliver
to Landlord customary insurance certificates evidencing such paid-up insurance.
Such insurance shall further provide that the same may not be canceled,
terminated or materially modified unless the insurer gives Landlord and
Landlord's mortgagee(s) at least thirty (30) days' prior written notice thereof.

      D. Waiver of Subrogation Rights. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant shall waive, and shall cause their
respective property insurance carriers to

                                       54
<PAGE>

waive, any and all subrogation rights of recovery, claim, action or cause of
action against the other, its agents, officers or employees, for any loss or
damage that may occur to the Premises, Building, Property, or any personal
property of the other party, regardless of cause or origin. Tenant shall take
necessary action to make this release effective and binding upon its insurance
carriers so that its insurance is not invalidated or otherwise prejudiced by
reason of this release.

      E. Increase in Premiums. If insurance premiums payable by Landlord are
increased as a result of any breach of Tenant's obligations under this Lease or
as a result of Tenant's use and occupancy of the Premises, Tenant shall pay to
Landlord as Other Charges an amount equal to any increase in such insurance
premiums.

17.   Condemnation.

      A. Condemnation of Premises. If all or part of the Premises shall be taken
for any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof, this Lease shall terminate as of the date of vesting. Landlord shall be
entitled to receive the entire award paid for such taking or condemnation, and
Tenant hereby assigns to Landlord all Tenant's right, title and interest
therein.

      B. Condemnation Exclusive of Premises. If 25% or more of the Building,
exclusive of the Premises, shall be taken for any public or quasi-public use
under any governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, then either Landlord or Tenant
may terminate this Lease within sixty (60) days after the date of vesting of
title. This Lease shall expire on the date specified in such notice of
termination. Furthermore, in the event the holder of any indebtedness secured by
a mortgage or deed of trust covering the Premises or the Building requires that
the condemnation proceeds be applied to such indebtedness, then Landlord shall
have the right to terminate this Lease by delivering written notice of
termination to Tenant within fifteen (15) days after such requirement is made by
any such holder, whereupon all rights and obligations hereunder shall cease and
terminate.

      C. Reduction of Rent. Any such taking that results in a termination of
this Lease, or a reduction of the square footage of the Premises, shall be cause
for a proportionate elimination, reduction, or diminution of Base Rent,
Additional Rent, and Other Charges.

18.   Holding Over.

      Upon the termination of this Lease by lapse of time or otherwise, Tenant
shall immediately surrender the Premises to Landlord. If Tenant retains
possession of the Premises or any part thereof after such termination, then
Landlord may, at its option, serve written notice upon Tenant that such holding
over constitutes creation of a month-to-month tenancy upon the terms and
conditions of this Lease; provided, however, that the monthly installment of
Base Rent shall be 125% of the amount paid under this Lease immediately prior to
such termination. Tenant shall indemnify Landlord for all damages, consequential
as well as direct, sustained by reason of Tenant's retention of possession. The
provisions of this paragraph 18 shall not constitute a waiver by Landlord of any
right of re-entry as herein set forth, nor shall receipt of any rent or any
other act in apparent affirmance of the tenancy operate as a waiver of the right
to terminate this Lease for a breach of any of the terms, covenants, or
obligations herein on Tenant's part to be performed.

19.   Quiet Enjoyment.

      Landlord represents and warrants that it has full right and authority to
enter into this Lease and that Tenant, upon paying the rental herein set forth
and performing its other covenants and agreements herein set forth, shall
peaceably and quietly have, hold and enjoy the Premises for the

                                       55
<PAGE>

Term hereof without hindrance or molestation from Landlord, subject to the terms
and provisions of this Lease.

20.   Events of Default by Tenant.

      The following events shall be deemed to be Events of Default by Tenant
under this Lease:

      A. Failure to Pay Rent. Tenant shall fail to pay any installment of Base
Rent, Additional Rent, Other Charges, or any other payment or reimbursement to
Landlord required herein when due, and such failure shall continue for a period
of five (5) days after written notice thereof by Landlord to Tenant.

      B. Chronic Failure of Prompt Payment. Tenant shall fail to make when due
any payment of Base Rent, Additional Rent, or Other Charges more than two times
within any twelve (12) month period and Landlord, because of these failures, has
served upon Tenant within said twelve (12) month period two (2), ten (10) day
written notices.

      C. Insolvency or Fraud. Tenant shall become insolvent, or shall make a
transfer in fraud of creditors, or shall make an assignment for the benefit of
creditors.

      D. Bankruptcy. Tenant shall file a petition under any section or chapter
of the federal bankruptcy laws, or under any similar law or statute of the
United States or any state thereof, whether now or hereafter in effect; or an
order for relief shall be entered against Tenant in any such bankruptcy or
insolvency proceedings filed against Tenant thereunder or Tenant shall be
adjudged bankrupt or insolvent in proceedings filed against Tenant thereunder.

      E. Appointment of Trustee. A receiver or trustee shall be appointed for
all or substantially all of the assets of Tenant.

      F. Failure to Operate. Intentionally Omitted.

      G. Failure to Discharge Lien. Tenant shall fail to discharge any lien
placed upon the Premises in violation of paragraph 7 hereof.

      H. Failure to Cure. Tenant shall fail to comply with any other term,
provision or covenant of this Lease and shall not cure such failure within
thirty (30) days after written notice of such failure is received by Tenant. The
30-day notice provided herein shall not apply to paragraphs 20A and 20B above.

21.   Landlord Remedies.

            Upon the occurrence of any of such Events of Default described in
paragraph 20 hereof, Landlord shall have the option to pursue any one or more of
the following remedies without any further notice or demand whatsoever:

      A. Termination Options. Landlord may, at its election, terminate this
Lease or terminate Tenant's right to possession only without terminating the
Lease. If Landlord elects to terminate Tenant's right to possession without
terminating the Lease, Landlord shall take commercially reasonable steps to
relet the Premises to a new tenant as soon as possible.

      B. Repossession of Premises. Landlord may require Tenant to surrender
possession and vacate the Premises immediately, and Landlord may enter the
Premises in such event with or

                                       56
<PAGE>

without process of law and retake possession of the Premises and may expel or
remove Tenant or any others who may be occupying or are within the Premises and
remove all property therefrom without relinquishing Landlord's right to rent or
any other right given to Landlord hereunder or by operation of law.

      C. Accelerated Rents. Landlord may require Tenant to pay Termination
Damages and other amounts due Landlord (as defined hereinafter). If this Lease
is terminated by Landlord pursuant to this paragraph 21, Tenant nevertheless
shall remain liable for any Base Rent, Additional Rent and Other Charges
required to be paid under this Lease, for any damages that may be due or
sustained prior to such termination, and for all reasonable costs, fees and
expenses incurred by Landlord in pursuit of its remedies under this Lease,
including attorneys' fees (all such rents, damages, costs, fees and expenses
being referred to herein collectively as "Termination Damages"). Termination
Damages shall be due and payable immediately upon demand by Landlord following
any termination of this Lease pursuant to this paragraph 21.

      D. Right to Redecorate and Relet. If Landlord reenters and takes
possession of the Premises pursuant to this paragraph 21 without terminating
this Lease, Landlord shall have the right, but not the obligation, to make
repairs, alterations and additions in or to the Premises and redecorate the same
to the extent deemed by Landlord to be necessary or desirable, and to relet the
Premises or any part thereof. Upon demand, Tenant shall pay to Landlord the
costs (the "Reletting Costs") of such repairs, alterations, additions,
redecorating and all other costs of reletting the Premises or any part thereof,
including without limitation attorneys', brokers' and other professional fees.
If the consideration collected by Landlord upon any such reletting for the
Tenant's account is insufficient to pay the full amount of Termination Damages
and Reletting Costs, Tenant shall pay to Landlord, to the extent not already
paid, the amount of such deficiency upon demand. If the consideration so
collected from any such reletting is more than sufficient to pay the Termination
Damages and Reletting Costs, Landlord shall account for the surplus to Tenant.

      E. Removal of Property. If Landlord terminates this Lease or if Tenant's
right to possession of the Premises terminates by lapse of time or as otherwise
may be provided in this Lease, Tenant shall remove its property from the
Premises. Any such property of Tenant, excluding Tenant's business records, not
removed from the Premises by Tenant within seven (7) days after the end of the
Term or of Tenant's right to possession of the Premises (however terminated),
whichever occurs earlier, shall be conclusively deemed to have been forever
abandoned by Tenant and either may be retained by Landlord as its property or
may be disposed of in such manner as Landlord may see fit. Tenant's business
records shall not become Landlord's property. Landlord shall return such
business records to Tenant at Tenant's cost.

      F. Performance of Terms. If Tenant at any time fails to make any payment
or perform any other act on its part to be made or performed under this Lease,
Landlord may, but shall not be obligated to, and after reasonable notice or
demand and without waiving or releasing Tenant from any obligation under this
Lease, make such payment or perform such other act to the extent Landlord may
deem desirable, and in connection therewith to pay expenses and employ counsel.
Tenant shall pay to Landlord immediately upon demand all costs associated with
this paragraph 21F.

      G. Remedies Cumulative. All rights and remedies of Landlord herein
enumerated shall be cumulative and none shall exclude any other right or remedy
allowed by law or this Lease.

22.   Mortgages.

      Tenant accepts this Lease subject and subordinate to any mortgage(s) now
or at any time hereafter constituting a lien for charge upon the Property or the
Premises; provided, however, that if the holder of any such mortgage elects to
have Tenant's interest in this Lease superior to

                                       57
<PAGE>

any such instrument, then by notice to Tenant from such holder, this Lease shall
be deemed superior to such lien, whether this Lease was executed before or after
said mortgage. Tenant shall at any time hereafter on demand execute any
instruments, releases or other documents that may be required by any mortgagee
for the purpose of subjecting and subordinating this Lease to the lien of any
such mortgage.

23.   Events of Default by Landlord.

      A.    The following shall be deemed Events of Default by Landlord under
            the terms of this Lease:

                  1.    Failure to comply with any material term, provision, or
                        covenant of this Lease obligating Landlord, including
                        without limitation Landlord's obligations under Sections
                        6 and 9, within any applicable cure periods; and

                  2.    Failure of Landlord to comply with applicable laws,
                        ordinances, or similar governmental regulations
                        applicable to the Building whereby such failure
                        adversely affects Tenant and/or Tenant's business
                        operations at the Premises.

      B. Upon an Event of Default by Landlord, Tenant's exclusive remedy shall
be an action for damages (Tenant hereby waiving the benefit of any laws granting
it a lien upon the property of Landlord and/or upon rent due Landlord). Prior to
any such action, Tenant shall give Landlord written notice specifying such
default with particularity, and Landlord shall, upon receipt of said notice,
have thirty (30) days in which to cure any such default. Unless and until
Landlord fails to so cure any default after such notice, Tenant shall not have
any remedy or cause of action by reason thereof. All obligations of Landlord
hereunder will be construed as covenants, not conditions; and all such
obligations will be binding upon Landlord only during the period of Tenant's
possession of the Premises and not thereafter. Tenant acknowledges and agrees
that all liability of Landlord under this Lease or arising out of the
relationship of the parties created thereby shall be limited to the insurance
coverage described in this paragraph and Landlord's interest in the Building and
Property and any judgments rendered against Landlord shall be satisfied solely
out of the insurance proceeds and the proceeds of sale of its interest in the
Building and Property as received by Landlord. No personal judgment shall lie
against Landlord upon extinguishment of its rights in the Building and Property,
and any judgment so rendered shall not give rise to any right of execution or
levy against Landlord's assets. The provisions hereof shall inure to Landlord's
successors and assigns.

      C. Notwithstanding the foregoing, Landlord shall maintain at least
$2,000,000.00 in general liability insurance coverage to compensate Tenant, and
any subtenant, concessionaire, or licensee of Tenant, or their respective
employees, agents, contractors, or invitees, for damages for which Landlord is
liable. The general liability insurance required to be maintained by Landlord
shall be written with a company or companies reasonably satisfactory to Tenant,
having a policyholder rating of at least "A-" as rated in the most recent
edition of "Best's Key Rating Guide" for insurance companies, and authorized to
engage in the business of insurance in the State of Ohio. Landlord shall deliver
to Tenant customary insurance certificates evidencing such paid-up insurance.
Such insurance shall further provide that the same may not be canceled,
terminated, or materially modified unless the insurer gives Tenant at least 30
days' prior written notice thereof. If Landlord fails to obtain and maintain
such insurance coverage during the Term, the provisions under this paragraph
limiting Tenant's remedies and rights of recovery shall be void.

24.   Personal Property Taxes.

      Tenant shall be liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the Premises. If any such
taxes for which Tenant is liable are levied

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<PAGE>

or assessed against Landlord or Landlord's property and if Landlord elects to
pay the same, or if the assessed value of the Property is increased by inclusion
of personal property, furniture or fixtures placed by Tenant in the Premises and
Landlord elects to pay the taxes based on such increase, Tenant shall pay to
Landlord as Other Charges that part of such taxes.

25.   Relocation. Intentionally Omitted.

26.   Notices.

      All notices, demands, requests, consents, approvals and payments that may
or are required to be given by Tenant to Landlord shall be a) delivered
personally, b) sent by United States certified mail, postage prepaid, or c) sent
by overnight courier to Eagle Realty Group, LLC, as Agent for The Western And
Southern Life Insurance Company, 421 East Fourth Street, Cincinnati, OH 45202
Attn: Mail Station 47.

      All notices, demands, requests, consents, approvals and payments that may
or are required to be given by Landlord to Tenant shall be a) delivered
personally, b) sent by United States certified or registered mail, postage
prepaid, or c) sent by overnight courier to LanVision, Inc., attention Chief
Financial Officer, 5481 Creek Road, Cincinnati, OH 45242 through the date of
occupancy of the Premises and thereafter to LanVision, Inc., Attention Chief
Financial Officer, 10200 Alliance Road, Cincinnati, Ohio 45242

      Notice shall be deemed to have been given on the date personally delivered
or, if addressed and mailed as otherwise provided herein, five (5) business days
after deposit in United States mail or one (1) day after deposit with an
overnight courier. Either party from time to time may designate a new address by
notice to the other party.

27.   Successors.

            The terms, provisions, covenants and conditions contained in this
Lease shall apply to, inure to the benefit of, and be binding upon the parties
hereto and upon their respective heirs, legal representatives, successors and
permitted assigns, except as otherwise herein expressly provided. Landlord shall
have the right to assign any of its rights and obligations under this Lease. The
term "Landlord" shall mean only the owner at any time of the Premises. In the
event of the transfer by such owner of its interest in the Premises, Landlord's
grantee or Landlord's successor shall upon such transfer become "Landlord" under
this Lease, thereby freeing and relieving the grantor or assignor of all
covenants and obligations of "Landlord" hereunder; such covenants and
obligations shall be binding during the term upon each new owner only for the
duration of such owner's ownership. Tenant agrees to furnish promptly upon
demand a corporate resolution, proof of due authorization by partners, or other
appropriate documentation evidencing the due authorization of Tenant to enter
into this Lease. Nothing herein contained shall give any other tenant in the
Building any enforceable rights either against Landlord or Tenant as a result of
the covenants and obligations of either party set forth herein.

28.   Estoppel Certificates.

      Tenant agrees from time to time and within ten (10) days after request of
Landlord to deliver to Landlord or Landlord's designee an estoppel certificate
in a form and substance substantially similar to that attached as Exhibit F and
incorporated herein by reference. Tenant shall make

                                       59
<PAGE>

such modifications to such estoppel certificate as may be necessary to make such
certificate true and accurate, it being understood that any such statement may
be relied upon by any mortgagee, prospective mortgagee, prospective purchaser,
or land lessor of the Property. It is understood and agreed that the Tenant's
obligation to furnish such estoppel certificates in a timely fashion is a
material inducement for Landlord's execution of this Lease. If Tenant fails to
provide such estoppel certificate within ten (10) days after Landlord's written
request, Tenant shall be deemed to have approved the contents of any such
certificate submitted to Tenant by Landlord and Landlord is hereby authorized to
so certify.

29.   Survival of Obligations.

      All obligations of Tenant hereunder not fully performed as of the
expiration or earlier termination of this Lease shall survive the expiration or
earlier termination of the Lease, including without limitation all payment
obligations with respect to Base Rent, Additional Rent, Other Charges and all
obligations concerning the condition of the Premises.

30.   Hazardous Materials.

      A. Prohibition. Tenant shall not receive, store or otherwise handle in or
on the Premises, Building or Property any Hazardous Materials (as hereinafter
defined), nor shall Tenant permit its agents, servants, employees, officers and
directors to handle any Hazardous Materials on the Premises. For the purposes of
this Lease, "Hazardous Materials" shall mean any substance or waste containing
hazardous substances, pollutants, or contaminants as those terms are defined in
Section 101 (14) of the Comprehensive Environmental Response Compensation and
Liability Act of 1980 ("CERCLA"), as it may be amended from time to time. This
definition includes friable asbestos and petroleum or petroleum-based products.

      B) Indemnification. Tenant shall fully and promptly pay, perform,
discharge, defend, indemnify and hold harmless Landlord from any and all claims,
orders, demands, causes of action, proceedings, judgments, or suits and all
liabilities, losses, costs or expenses (including, without limitation, technical
consultant fees, court costs, expenses paid to third parties and reasonable
legal fees), and any damages arising out of, or as a result of, a) any "release"
(as defined in Section 101 (22) of CERCLA) by Tenant or Tenant's agents,
servants, employees, officers or directors of any Hazardous Materials from the
Premises; b) any contamination of the Property's soil or groundwater or damage
to the environment and natural resources of the Property that result from
actions by Tenant or Tenant's agents, servants, employees, officers or directors
occurring after the date of this Lease, whether arising under CERCLA or other
statutes and regulations, or common law; or c) any toxic, explosive or otherwise
dangerous materials or hazardous materials that have been buried beneath,
concealed within or released on or from the Property by Tenant or Tenant's
agents, servants, employees, officers or directors after the date of this Lease.

      C) Tenant Environmental Audit. Tenant shall, on demand, pay for the
reasonable out-of-pocket costs and expenses incurred by Landlord for any
environmental assessment (including without limitation any inspection or
testing) of the Premises, Building or Property required by any mortgagee or any
governmental authority by reason of the use or occupancy of the Premises,
Building or Property by Tenant or Tenant's agents, servants, employees, officers
or directors. Landlord acknowledges and agrees that Tenant's current intended
use and occupancy of the Premises as provided herein is not a currently
recognized environmental problem or hazard and Tenant's current intended use and
occupancy of the Premises as provided herein is acceptable to Landlord.

31.   Exculpation.

                                       60
<PAGE>

      This Lease is executed by certain representatives of Landlord and Tenant,
not individually, but solely on behalf of Landlord or Tenant, and in
consideration for entering into this Lease, Tenant and Landlord hereby waive any
rights to bring a cause of action against the individuals executing this Lease
on behalf of Landlord or Tenant. All persons dealing with Landlord or Tenant
must look solely to Landlord's or Tenant's assets for enforcement of any claim
against Landlord or Tenant, and the obligations hereunder are not binding upon,
nor shall resort be had to, the private property of any of the trustees,
officers, directors, employees or agents of Landlord or Tenant.

32.   Financial Statements.

      Within five (5) business days of a written request by Landlord, Tenant
shall provide Landlord with its most recent financial statements, certified to
be true and correct by either Tenant's chief financial officer or an independent
certified public accountant; provided, however, Landlord may share such
statements only with its mortgagee, ground lessor, prospective mortgagees and
ground lessors, purchasers and partners, and attorneys, accountants and other
advisors of Landlord and each of the foregoing. Financial statements shall
include income statements, balance sheets and statements of cash flows for each
of the previous two fiscal years and the most recent fiscal year-to-date.
Landlord acknowledges that the financial statements provided by Tenant. and its
parent company, LanVision Systems, Inc., under this provision will be limited
only to financial statements that have been filed with the U.S. Securities and
Exchange Commission on Form 10-K or Form 10-Q.

33.   Brokers.

      Tenant represents and warrants that it has dealt with no broker, agent or
other person in connection with this transaction or that no broker, agent or
other person brought about this transaction, other than JHB Real Estate
Services, LLC and Tenant agrees to indemnify and hold harmless Landlord from and
against any claims by any other broker, agent or other person claiming a
commission or other form of compensation by virtue of having dealt with Tenant
with regard to this leasing transaction.

34.   Inspection.

      During the period that is nine (9) months prior to the end of the Term,
Landlord and Landlord's agents and representatives shall have the right to enter
the Premises during Tenant's normal business hours by providing prior notice to
Tenant for the purpose of showing the Premises and shall have the right to erect
on or in the Building a sign, the form, size and expense of which shall be at
the sole discretion of Landlord, indicating that the Premises are available.

35.   Force Majeure.

      If Landlord or Tenant shall be delayed or hindered in or prevented from
the performance of any act required under this Lease by reason of strikes,
lockouts, labor troubles, inability to procure materials, power failure, natural
disaster, restrictive governmental laws or regulations, riots, insurrection, war
or other reason of a like nature not the fault of the party delayed in
performing work or doing acts required under the terms of this Lease, then
performance of such act shall be excused for the period of delay and the period
for the performance of any such act shall be extended for a period equivalent to
the period of such delay. The provisions of this paragraph 35 shall not excuse
Tenant from the prompt payment of Base Rent, Additional Rent, Other Charges or
any other payment required under the terms of this Lease. For any material
obligation under this Lease, if the period of delay is greater than 90 days, the
non-delayed party may terminate this Lease upon written notice to the other
party.

                                       61
<PAGE>

36.   Miscellaneous.

      A. Gender and Number. Words of any gender used in this Lease shall be held
and construed to include any other gender, and words in the singular number
shall be held to include the plural, unless the context otherwise requires.

      B. Topics and Headings. The topics and headings inserted in this Lease are
for convenience only and in no way define, limit or otherwise describe the scope
or intent of this Lease, or any provision hereof, or in any way affect the
interpretation of this Lease.

      C. Prohibition on Lease Alteration. This Lease may not be altered, changed
or amended except by an instrument in writing signed by both parties hereto.

      D. Governing Law. This Lease shall be subject to and governed by the laws
of the State of Ohio.

      E. Invalidity of Any Provisions. If any clause or provision of this Lease
shall to any extent be invalid or unenforceable, then and in that event, it is
the intention of the parties hereto that the remainder of this Lease shall not
be affected thereby.

      F. Compliance with Laws. Tenant shall comply with all governmental laws,
ordinances and regulations applicable to the use of the Premises and shall
promptly comply with all governmental orders and directives for the correction,
prevention and abatement of nuisance in or upon, or connected with, the
Premises, all at Tenant's sole expense.

      G. Noise/Odors. Tenant shall not permit any objectionable or unpleasant
odor, smoke, dust, gas, vibrations, or noise to emanate from the Premises, nor
take any other action that would constitute a nuisance or would disturb or
endanger any other tenants of the Building or unreasonably interfere with the
use of their premises.

      H. Recording. The parties agree that this Lease shall not be recorded,
either in this present form or in a short form, without the prior written
consent of Landlord. Landlord acknowledges that this lease will be filed as an
Exhibit to the financial statements of LanVision Systems, Inc. filed with the
U.S. Securities and Exchange Commission.

      I. Examination of Lease. Submission of this instrument for examination or
signature does not constitute a reservation of or option for lease and this
instrument is not effective as a lease or otherwise until execution and delivery
by Landlord.

      J. Duplication of Original. Landlord may reproduce this Lease and all
documents relating to this Lease by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process and Landlord may
destroy any original document ("Master") so reproduced. Tenant agrees and
stipulates that any such reproduction is an original and shall be admissible in
evidence as the Master in any judicial or administrative proceeding (whether or
not the Master is in existence and whether or not such reproduction was made or
preserved by Landlord in the regular course of business) and any enlargement,
facsimile or further reproduction of such a reproduction shall be no less
admissible.

      K. Rights Reserved by Landlord. Landlord shall retain the right to a)
change the name or street address of the Building, b) to have pass keys to the
Premises, c) to approve the size and location of articles or equipment exceeding
50 pounds per square foot live load and 20 pounds per square foot partition load
in and about the Premises, and d) to regulate the movement of office furniture
and equipment into and out of the Building.

                                       62
<PAGE>

      L. Building Signage. With the prior written consent of Landlord with
regard to location, size, and design, Tenant shall be granted the non-exclusive
right to install a sign featuring Tenant's name and logo on the facade of the
Building, which shall be similar in size and location of the sign shown in
Exhibit G hereto. Such signage shall be fabricated and installed in accordance
with standard industry practice with respect to building signage. Tenant shall
install a meter to measure electric consumption associated with such signage and
shall promptly pay for electric consumption associated therewith. Within 30 days
of the conclusion of the term of this Lease, whether by expiration or otherwise,
Tenant shall remove its building signage and return the facade of the Building
to a condition substantially similar to its condition prior to the installation
of the signage. Should Tenant fail to remove the signage in a timely manner,
Landlord may remove the signage, and Tenant shall reimburse Landlord for the
cost of such removal.

      M. Termination Right. Tenant shall have a one-time right to terminate this
Lease by delivering written notice to Landlord at any time prior to 5:00 pm on
July 30, 2004. Within ten days of receipt of such termination notice, Landlord
shall provide to Tenant an invoice consisting of the sum of all costs associated
with architectural drawings, engineering fees, and space planning fees incurred
by Landlord between June 30, 2004 and the termination date and related to the
preparation of the Premises for Tenant's occupancy, if any (the "Termination
Fee"). Tenant shall pay to Landlord the Termination Fee within ten days of
receipt of notice from Landlord.

      Notwithstanding the foregoing, Tenant understands and agrees that Landlord
shall continue to offer the Premises for occupancy to other prospective tenants
through July 30, 2004. Should Landlord receive a bona fide offer from another
prospective tenant to lease no less than 10,000 square feet of the Premises at
any time through July 16, 2004, then Landlord shall notify Tenant of such offer.
Within seven business days of receipt of such notice, Tenant shall notify
Landlord of its election either to 1) terminate this Lease, or 2) waive its
right to terminate this Lease. Should Tenant elect to terminate this Lease, then
Tenant shall pay Landlord the Termination Fee as described above; if any.
Tenant's failure to respond to Landlord's notice within seven business days
shall constitute Tenant's waiver of its right to terminate this Lease, and
Landlord shall proceed to prepare the Premises for Tenant's occupancy as if
Tenant had no termination right.

37.   Additional Provisions.

      See the attached rider for additional provisions that are a part of this
Lease.

                                       63
<PAGE>

38.   Entire Agreement.

      This Lease contains the entire agreement between the parties and
supersedes all previous understandings and agreements between the parties, if
any. No oral or implied representation or understandings shall vary the terms of
this Lease, which may not be amended except by a written instrument executed by
both parties hereto.

LANDLORD: The Western and Southern Life            TENANT:   LanVision, Inc.
Insurance Company

By  /s/ Mario San Marco                            By  /s/ Paul W. Bridge, Jr.
    --------------------------------------             -------------------------
        Mario San Marco                                Paul W. Bridge, Jr.
        Its Vice President                         Its  Chief Financial Officer

By  /s/ D. J. Wuebbling
    --------------------------------------
        D. J. Wuebbling
        Its Senior Vice President

                                       64
<PAGE>

      STATE OF OHIO                         )
                                            ) ss:
      COUNTY OF HAMILTON                    )

            On this, the 10 day of August, 2004, before me, a Notary Public, the
      undersigned officers, personally appeared Mario San Marco and D.J.
      Wuebbling, who acknowledged themselves to be the vice president and senior
      vice president (respectively) of The Western and Southern Life Insurance
      Company, an Ohio corporation, and that they, as such officers, being
      authorized to do so, executed the foregoing instrument for the purposes
      therein contained by signing on behalf of said corporation as such
      officers.

            IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                            /s/ Robert Brinkley
                                            -----------------------------------
                                            Notary Public

      My commission expires: June 18, 2005

                                            Robert Brinkley
                                            ------------------------------------
                                            Print Name

                  NOTARY SEAL               Hamilton
                                            ------------------------------------
                                            County of Residence

      STATE OF OHIO                                   )
                                                      ) ss:
      COUNTY OF HAMILTON                              )

            On this, the 30 day of July, 2004, before me, a Notary Public, the
      undersigned officer, personally appeared Paul W. Bridge, Jr., who
      acknowledged himself/herself to be the Chief Financial Officer of
      LanVision, Inc., an Ohio corporation, and that he/she, as such officer,
      being authorized to do so, executed the foregoing instrument for the
      purposes therein contained by signing on behalf of said corporation as
      such officer.

            IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                            /s/ Melissa Vincent
                                            ------------------------------------
                                            Notary Public

      My commission expires: June 8, 2009

                                            Melissa Vincent
                                            ------------------------------------
                                            Print Name

                                            Butler
                                            ------------------------------------

NOTARY SEAL                                 County of Residence

                                       65
<PAGE>

                                     Rider A

                              WORK LETTER AGREEMENT
                 THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY
                                AS LANDLORD, AND
                                 LanVision, Inc
                                    AS TENANT

RE:         Approximately 21,723 square feet of net rentable area located at
10200 Alliance Road in the Blue Ash Office Center.

      Tenant and Landlord are executing, simultaneously with the Lease, this
Work Letter Agreement ("Work Letter Agreement") covering the Premises.

      To induce Tenant to enter into the Lease and in consideration of the
mutual covenants hereinafter contained, Landlord and Tenant mutually agree as
follows:

      1.    All work to be completed in accordance with the Plans and
            Specifications (the "Work") shall be carried out by a contractor
            selected by and under the direction of Landlord, subject to the
            requirements of Paragraph 6.B of this Lease. Landlord must consider,
            within reason, vendors requested by the Tenant.

      2.    Any increases in construction costs caused by Tenant's changes to
            the Plans and Specifications shall be paid for by Tenant as Other
            Charges to the extent that such costs exceed the allowance provided
            for by Landlord pursuant to Article 6C of this Lease. Any such
            changes must receive the prior written approval of both Landlord and
            Tenant.

      3.    Tenant shall cooperate with Landlord to promote the efficient and
            expeditious completion of all work.

      4.    Any delay caused by Tenant in connection with the completion of the
            Work shall in no event delay the Commencement Date or the payment of
            Base Rent, Additional Rent, and Other Charges; provided, however,
            that any such delay shall extend the time allowed for Landlord to
            complete the Work.

      5.    All design, construction, and installation shall conform to the
            requirements of applicable building, plumbing, electrical, and fire
            codes and the requirements of any authority having jurisdiction over
            or with respect to such work, as such codes and requirements may
            from time to time be amended, supplemented, changed, or interpreted.

      6.    Tenant agrees that in the event of a default of payment hereof,
            Landlord (in addition to all other remedies) has the same rights as
            in the event of default of payment of Base Rent under the Lease.
            Notwithstanding any provision contained herein to the contrary, it
            is understood and agreed that Landlord shall have no obligation to
            commence the Work until Tenant and Landlord shall have approved a
            space plan or architectural drawings consistent with the Plans and
            Specifications.

      7.    The costs of modifications and changes to the space plan or
            architectural drawings either 1) in excess of the Plans and
            Specifications or 2) after mutual approval of the space plan

                                       66
<PAGE>

            or architectural drawings shall include any additional costs for
            architectural and engineering design and construction. All such
            additional costs shall be borne by Tenant.

                                       67
<PAGE>

Agreed and acknowledged effective the date stated herein.

LANDLORD: The Western and Southern Life     TENANT:   LanVision, Inc.
Insurance Company

By  /s/ Mario San Marco                     By  /s/ Paul W. Bridge, Jr.
    -----------------------------------         --------------------------------
     Mario San Marco                            Paul W. Bridge, Jr.
     Its Vice President                     Its  Chief Financial Officer

By  /s/ D. J. Wuebbling
    -----------------------------------
     D. J. Wuebbling
     Its Senior Vice President

                                       68
<PAGE>

                                    Exhibit A

                          Premises outline map attached

                                       69
<PAGE>

                                    Exhibit B

                                LEGAL DESCRIPTION

      Situated in Section 16, Town 4, Entire Range 1, Sycamore Township,
Hamilton County, State of Ohio, in the City of Blue Ash, Lot 24 of Tract 6, and
being more particularly described as follows:

      From the northeast corner of Section 16, measure North 85 degrees 37' 00"
West along the North line of Section 16, 382.29 ft. to the northwest corner of
Tract III of land conveyed to Connecting Railway Company by deed recorded in
Deed Book 3814, Page 422, of Hamilton County Records; thence South 9 degrees 40'
20" West, 354.95 ft; thence South 85 degrees 37' 00" East, 10.04 ft; thence
South 9 degrees 40' 20" West, 397.07 ft; thence tangent to the last described
course and along a curve deflecting to the left with a radius of 2773.32 ft. for
a distance of 405.12 ft. (the chord of said curve has a bearing of South 5
degrees 29' 13" West and a length of 404.76 ft.) to the POINT OF BEGINNING;
thence continuing along the last described curve and deflecting to the left with
a radius of 2773.32 ft. for a distance of 562.67 ft. (the chord of said curve
has a bearing of South 4 degrees 30' 34" East and a length of 561.71 ft.);
thence tangent to the last described curve, South 10 degrees 19' 20" East, 76.55
ft.; thence North 86 degrees 42' 20" West, 10.29 ft.; thence South 10 degrees
19' 20" East, 132.54 ft; thence North 85 degrees 32' 51" West, 885.80 ft; thence
North 6 degrees 24' 30" East, 444.31 ft; thence South 87 degrees 11' 10" East,
197.58 ft; thence tangent to the last described course along a curve deflection
to the left with a radius of 75.00 ft. for the distance of 50.78 ft. (the chord
of said curve has a bearing of North 73 degrees 24' 46" East of a length of
49.82 ft); thence tangent to the last described curve, North 54 degrees 00' 52"
East, 398.89 ft; thence tangent to the last described course along a curve
deflecting to the right with a radius of 75.00 ft. for a distance of 46.33 ft.
(the chord of said curve has a bearing of North 71 degrees 42' 25" East and a
length of 45.60 ft); thence tangent to the last described curve, North 89
degrees 24' 16" East, 151.05 ft. to the POINT OF BEGINNING and containing 10.990
acres, more or less.

Together with all easements of record including, but not limited to, the
easement recorded at Deed Book 4318, Page 192 of the Hamilton County, Ohio
Records.

                                       70
<PAGE>

                                    Exhibit C
                            Plans and Specifications

      Landlord and Tenant agree that work on Plans and Specifications shall
commence on or soon after August 1, 2004. Tenant agrees to cooperate fully with
Landlord's space planner and architect to complete mutually agreeable plans no
later than September 1, 2004. Both Landlord and Tenant shall initial final
drawings prior to the commencement of construction as contemplated by Article 6B
and the Work Letter Agreement.

                                       71
<PAGE>

                                    Exhibit D

                          FIRST AMENDMENT TO LEASE AND
                             ACCEPTANCE OF DELIVERY

This FIRST AMENDMENT OF LEASE AND ACCEPTANCE OF DELIVERY (the "Amendment") is
made effective as of_____________, 2004 and is by and between The Western and
Southern Life Insurance Company ("Landlord"), whose address is 400 Broadway,
Cincinnati, Ohio, 45202 and LanVision, Inc. ("Tenant"), whose address is 10200
Alliance Road, Suite ______, Cincinnati, Ohio 45252.

                                   WITNESSETH:

      WHEREAS, Landlord and Tenant executed a certain lease agreement (the
"Lease") dated ______________, 2004; and

      WHEREAS, the Lease provides that the Lease shall commence on the date that
Landlord delivers possession of the Premises (as defined in the Lease) to
Tenant; and

      WHEREAS, Landlord and Tenant now desire to (i) amend the Lease as
described below and (ii) state Tenant's acceptance of delivery of the Premises
pursuant to Section 6C of the Lease.

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and other valuable consideration, Landlord and Tenant agree as
follows:

1.    The Lease Commencement Date shall be ______________, 2004 and the Lease
termination date shall be __________, 20___.

2.    Tenant hereby acknowledges and accepts delivery of the Premises pursuant
to Section 6C of the Lease and reaffirms the provisions of same Section 6C as if
fully rewritten herein.

      IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment
of Lease and Acceptance of Delivery to be executed as of the ______ day of
______________, 2004 and to be effective as of the date first written above.

LANDLORD: The Western and Southern Life     TENANT:
Insurance Company

By_____________________________________     By _________________________________
    Mario San Marco                            Paul W. Bridge, Jr.
    Its Vice President                      Its  Chief Financial Officer

By_____________________________________
    D. J. Wuebbling
    Its Senior Vice President

                                       72
<PAGE>

      STATE OF OHIO                         )
                                            ) ss:
      COUNTY OF HAMILTON                    )

            On this, the ______ day of ____________________, ______, before me,
      a Notary Public, the undersigned officers, personally appeared Mario San
      Marco and D.J. Wuebbling, who acknowledged themselves to be the vice
      president and senior vice president (respectively) of The Western and
      Southern Life Insurance Company, an Ohio corporation, and that they, as
      such officers, being authorized to do so, executed the foregoing
      instrument for the purposes therein contained by signing on behalf of said
      corporation as such officers.

            IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                            ____________________________________
                                            Notary Public

      My commission expires:

                                            ____________________________________
                                            Print Name

                                            ____________________________________
                                            County of Residence

      STATE OF OHIO                                  )
                                                     ) ss:
      COUNTY OF Hamilton                             )

            On this, the ______ day of ____________________, 2004, before me, a
      Notary Public, the undersigned officer, personally appeared Paul W.
      Bridge, Jr., who acknowledged himself/herself to be the Chief Financial
      Officer of LanVision, Inc., an Ohio corporation, and that he/she, as such
      officer, being authorized to do so, executed the foregoing instrument for
      the purposes therein contained by signing on behalf of said corporation as
      such officer.

            IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                            ____________________________________
                                            Notary Public

      My commission expires:

                                            ____________________________________
                                            Print Name

                                            ____________________________________
                                            County of Residence

                                       73
<PAGE>

                                    Exhibit E

                              Rules and Regulations

1.    Walk and Passageway Obstruction

The sidewalks, entries, passages, court(s), corridor(s), stairways, and
elevators shall not be obstructed by Tenant, Tenant's employees, or Tenant's
agents, nor used by them for purposes other than for ingress or egress to and
from their respective suites.

2.    Heavy Equipment

All safes and other heavy articles shall be carried up or into the Premises only
at such times and in such manner as shall be prescribed by Landlord, and
Landlord shall in all cases have the right to specify the proper weight and
position of any such safe or heavy article. Tenant shall pay any damage done to
the Building by taking in or removing any safe or from overloading any floor in
any way. Maximum live floor loads for second floor and above shall not exceed
fifty (50) pounds per square foot. Defacing or injuring in any way any part of
the Building by Tenant, his agent or servants shall be paid by Tenant.

3.    Signs and Directories

No sign, advertisement or notice shall be inscribed, painted or affixed on any
part of the inside or outside of the Building unless of such color, size and
style, and in such place upon or in said Building as shall be first designated
by Landlord; provided, however, that there shall be no obligation or duty on the
part of Landlord to allow any sign, advertisement or notice to be inscribed,
painted or affixed on any part of the inside or outside of the Building. Tenant
shall not mark, paint, drill into, or in any way deface the walls, ceiling,
partitions, or floors of the building and shall not put therein any spikes,
hooks, screws, or nails. Name plates and number plates on doors will be provided
by Landlord. Tenant shall pay the cost of name plates. A building directory
shall be provided by Landlord in a conspicuous place with the names of Building
tenants; any necessary revision in such directory shall be made by Landlord
within a reasonable time after written notice from Tenant of the change making
the revision necessary, but Landlord shall not be responsible for any
inconvenience or damage caused to Tenant as a result of any error in such
directory. Initial directory listings shall be at the cost of Landlord. Changes
or revisions in a directory listing shall be at the expense of Tenant.

4.    Display Cases

No showcases or any other fixture or objects whatsoever shall be placed in front
of the Building or in any court or corridor by Tenant without the prior written
consent of Landlord.

5.    Fire Protection

Tenant shall not do or permit anything to be done in Tenant's Premises, or bring
or keep anything therein that will in any way increase the rate of fire
insurance on the Building, or on property therein, or obstruct or interfere with
the right of other tenants, or in any way injure or annoy them, or conflict with
(i) the laws relating to fire or with any regulations of the fire department,
(ii) any insurance policy upon the Building or any part thereof, or (iii) any of
the rules or ordinances of the local health department. Tenant shall not use or
keep in the Building kerosene, camphene, burning fluid or other combustible
materials.

6.    Janitorial Service

Tenant shall not employ any person or persons other than the Landlord's janitor
for the purpose of cleaning or taking charge of the Premises without the prior
written consent of Landlord, it being understood and agreed that Landlord in no
way shall be responsible to any tenant for any loss of property from Tenant's
Premises, however occurring, or for any damage done to the furniture by the
janitor or any of his employees, or by any other person or persons whomever. Any
person or persons employed by Tenant, with the written consent of Landlord, must
be subject to and

                                       74
<PAGE>

under the control and direction of the janitor of the Building, in all things,
in the Building and outside of the Premises. The janitor of the Building may at
all times keep a pass key, and he shall be allowed admittance to the Premises as
reasonably necessary to perform his or her duties. For security reasons, some
areas, including the server rooms/data centers will be off limits to the
Janitors unless an authorized employee is present. Tenant shall not hinder
landlord's janitors after 5:30 p.m.

7.    Locks

No additional locks shall be placed upon any doors without the written consent
of Landlord, nor shall any duplicate keys be made. Landlord shall furnish all
necessary keys, and the same shall be surrendered upon the termination of the
Lease, and Tenant shall then give to Landlord or his agent explanation of the
combination of all locks upon the doors of vaults. Two keys only shall be
provided as each lockset is installed or as Tenant's space is occupied. All
additional keys requested by Tenant shall be at the expense of Tenant.
Additional locksets provided by Landlord upon request of Tenant shall be at the
expense of Tenant. Tenant assumes full responsibility for protecting its space
from theft, robbery and pilferage, which includes keeping doors locked and
windows and other means of entry to the Premises closed. . For security reasons,
certain areas will be accessible only via the keyless entry security system
installed by Tenant. This may include key card access, biometrics or other
currently acceptable security mechanisms.

8.    Building Hours

On Sunday and Holidays, and on other days between the hours of 6pm and 8am,
access to the Building, or to the halls, corridors, elevators or stairways in
the Building, or to the Premises may be refused unless the person seeking access
is known to the watchman of the Building in charge and has a pass or is properly
identified. Landlord shall in no case be liable for damages for the admission to
or exclusion from the Building of any person whom Landlord has the right to
exclude under this rule. In case of invasion, mob, riot, public excitement or
other commotion, Landlord reserves the right to prevent access to the Building
during the continuance of the same by closing the doors or otherwise, for the
safety of the tenants or Landlord and protection of property in the Building.

9.    Light and Air Passageways

The doors, skylights and windows that reflect or admit light and air into the
corridors and passageways, or to any place in the Building, shall not be covered
or obstructed by Tenant.

10.   Utilities

The water closets and other water fixtures shall not be used for any purpose
other than those for which they were constructed, and any damage resulting to
them from misuses, or the defacing or injury of any part of the Building shall
be paid for by Tenant, excepting only where the defacing or injury is by
Landlord or an agent of Landlord. Tenant shall not waste water by interfering
with the faucets or otherwise. Landlord reserves the right to make such rules
and regulations as it may see fit concerning the use of electric current, gas,
water and other supplies of the Building.

11.   Bicycles

Tenant shall not bring any bicycles or similar vehicles into the building.

12.   Debris

Tenant shall not throw debris out of the doors of the Building, or down the
stairways or other passages.

13.   Elevator Service

Landlord shall not be liable for any damages from stoppage of elevators for
necessary or desirable repairs or improvements, or delays of any sort of
duration in connection with the elevator service.

14.   Electric Service

If Tenant desires telegraphic, telephonic or other electric connections,
Landlord or its

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<PAGE>

agents shall direct electricians where and how wires may be introduced. No
boring or cutting of wires shall be permitted without Landlord's prior written
consent with exceptions for the server room/data center and designated computer
work areas.

15.   Owner Right of Entry

Landlord or its agents shall have the right to enter the Premises, only Tenant's
normal business hours, except in an emergency situation, to examine the same or
to make such repairs, alterations or additions as Landlord shall deem necessary
for the safety, preservation or improvement of the Building.

16.   Use of Premises

Tenant, Tenant's employees, clerks or servants, shall not use the Premises for
the purpose of lodging rooms or for any immoral or unlawful purposes.

17.   Upkeep of Premises

All glass, locks and trimmings in or about the doors and windows, and all
electric globes and shades belong to the Building and shall be kept whole, and
whenever broken by Tenant shall be immediately replaced or repaired and put in
order by Tenant under the direction and to the satisfaction of Landlord and, on
removal, shall be left whole and in good repair.

18.   Soliciting

Canvassing, soliciting and peddling in the Building is prohibited, and Tenant
shall cooperate to prevent the same.

19.   Additional Rules

Landlord reserves the right to make such other and further reasonable rules and
regulations as in its judgment may from time to time be needed for the safety,
care, and cleanliness of the Premises and for the preservation of good order
therein.

20.   Lost Items

Landlord shall not be responsible for lost or stolen property, equipment, money,
or any article taken from the Premises, Building, or Property regardless of how
loss occurs.

21.   Unattended Premises

Before leaving the Premises unattended, Tenant, its agents, servants, and
employees shall close and lock all doors and shut off all lights.

22.   Excess Trash

In the event Tenant must dispose of crates, boxes, etc., which will not fit into
office wastepaper baskets, it shall be the responsibility of Tenant to dispose
of same. In no event shall Tenant set such items in the public hallways or other
areas of the Building or Property, excepting Tenant's own Premises for disposal.

23.   Recycling

Tenant is responsible for recycling office waste as required by law. Landlord
may provide removal service at Tenant's expense.

24.   Contractor Approval

All contractors and/or technicians performing work for Tenant relating to the
Building shall be referred to Landlord for approval. [Note we have technicians
performing work a lot and it would not affect the Building or Premises. Xerox
Technician, PC Technician, Telephone System Technician etc.]

25.   Use of Hand Trucks

There shall not be used in any space or in the public halls of the Building,
either by Tenant, any jobbers, or others in the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires and side
guards.

26.   Carpet Damage

Tenant shall be responsible for any damage to carpeting and flooring as a result
of rust or corrosion of file cabinets, pot holders, roller chairs, and metal
objects.

27.   Extra Utility Usage

In the event Tenant desires utility or air conditioning service at other than
normal operating hours, the request must be made through the property manager's
office at a

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<PAGE>

reasonable length of time prior to the need for this service. This service will
be made available at the then-prevailing rate established on an hourly basis.
This regulation is subject to the provisions set forth in Paragraph 8.E of the
Lease.

28.   Parking Areas

All persons parking in the parking areas shall observe posted signs and markings
regarding speed, stop signs, traffic lanes, reserved parking, visitor parking,
no parking, parking stripes, etc. Tenants shall be responsible for enforcement
of parking regulations among its employees.

29.   Parking

All vehicles will be parked within striped lanes. Parking across stripes or in
unmarked areas, and the blocking of walkways, loading areas, entrances or
driveways will not be permitted. Should such a situation exist, Landlord, in its
sole discretion, shall have the right to tow such vehicles away at owner's
expense.

30.   Visitor Parking

The parking areas designated for visitors are zoned to allow parking for a
maximum of two consecutive hours per vehicle. Any vehicles in violation of this
regulation will be subject to having a notice of violation affixed to said
vehicle upon the first offense. Subsequent violations will subject the offending
vehicle to be removed from the Property and a towing and/or storage charge
levied against the owner of the vehicle in violation.

31.   Employee Disclosure

Tenant shall be responsible for informing its employees of all rules and
regulations of the Building.

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<PAGE>

                                    Exhibit F
                              Estoppel Certificate

RE:   Premises:  10200 Alliance Road
      Lease Date:________________
      Amendments Dated:
      Between The Western and Southern Life Insurance Company (Landlord) and
      lANvISION,
Inc.
      Square Footage Leased: 21,723
      Floor/Suite #:________

The undersigned Tenant under the above reference lease ("Lease"), certifies to
the following:

      1. We have taken possession of and accepted the Premises described above,
except as follows:

      2. The lease terms as described below are true and accurate, and the Lease
is in full force and effect:

      Base Rent:
      CAM:
      Taxes:
      Commencement Date:
      Expiration Date:
      TI Construction:

      3. No part of the Premises has been subleased or assigned except as
follows:

      NONE

      4. The rent has been paid through:

      5. The security deposit is:
      $13,486.36

      6. We are not in default of our obligations under the Lease. Landlord, to
the best of our knowledge, is not in default of its obligations under the Lease.
There exists no defense or counterclaim to rent or other sums required to be
paid by us under or pursuant to the Lease.

If Tenant is a corporation, the undersigned is a duly appointed officer of the
corporation signing this certificate and is the incumbent in the office
indicated under his/her name. In any event, the undersigned individual is duly
authorized to execute this certificate.

Date:_________

LanVision, Inc.
By:  Paul W. Bridge, Jr.
Chief Financial Officer

                                       78

</TEXT>
</DOCUMENT>
