LANVISION SYSTEMS INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>l09502aexv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
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EXHIBIT 10.2

LANVISION SYSTEMS, INC.


Registrant's Guarantee of Lease agreement between LanVision, Inc. and The
Western and Southern Life Insurance Company dated July 30, 2004

                                GUARANTY OF LEASE

      For and in consideration of the execution of a certain lease dated July
30, 2004 by and between The Western and Southern Life Insurance Company, an Ohio
corporation, as Landlord, and LanVision, Inc., an Ohio corporation, as Tenant
(the "Lease"), whereby certain space located in 10200 Alliance Road, in the
County of Hamilton and State of Ohio, is demised to Tenant upon the terms and
conditions contained in the Lease, and other good and valuable consideration,
the receipt, adequacy, and sufficiency of which are hereby acknowledged, the
undersigned, ("Guarantor"), hereby covenants and agrees as follows:

      1.    Guarantor hereby guarantees to Landlord, and Landlord's successors
            and assigns, the prompt payment of rent and other sums of money and
            the full performance of the covenants and agreements to be made and
            performed by Tenant under the Lease. If Tenant shall at any time and
            in any manner default in the payment of rent and other sums or
            charges to be paid by Tenant under the Lease, and such default is
            not fully cured within the applicable time period specified in the
            Lease, then Guarantor shall, within five days of Landlord's written
            request to Guarantor, (i) pay to Landlord all of said rent and other
            charges, (ii) fully satisfy such covenants and agreements, and (iii)
            pay to Landlord the amount of damages and expenses incurred by
            Landlord by reason of such default to the extent that Tenant is
            required under the Lease to pay such amount.

      2.    This Guaranty is absolute and unconditional and shall continue in
            full force and effect without in any way being affected by (i) the
            bankruptcy or insolvency of Tenant, its successors or assigns, (ii)
            the lack of notice to Guarantor of any default by Tenant under the
            Lease, (iii) modifications or amendments to the Lease, or (iv) the
            disaffirmance or abandonment by any trustee, including any
            bankruptcy trustee, or receiver of Tenant, its successors or
            assigns.

      3.    The obligations of Guarantor hereunder shall in no way be affected
            or impaired by Landlord's assertion of any rights against Tenant.

      4.    Guarantor does hereby expressly waive notice of non-payment,
            non-performance or non-observance and proof, notice and demand of or
            for the foregoing. Guarantor agrees that the validity of this
            instrument and all obligations of Guarantor hereunder shall continue
            as to any modification of the Lease and during any period that
            Tenant shall occupy the Premises described in the Lease even if
            beyond the term of said

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            Lease.

      5.    Guarantor shall be liable under this Guaranty notwithstanding the
            assignment or transfer of the Lease or the subletting of the
            Premises, by operation of law or otherwise, but only to the extent
            that Tenant remains liable therefor.

      6.    Guarantor hereby submits to the jurisdiction of the courts of the
            State of Ohio and hereby irrevocably appoints the following
            individuals and firms as Guarantor's agents for the service of
            process in any action arising hereunder: Tenant; any manager,
            assistant manager or acting manager of the Premises; and (if Tenant
            is a corporation, trustee or partnership) all agents of Tenant
            authorized by law or otherwise to receive service of process upon
            Tenant. Action may be brought in any county within the State of
            Ohio. The foregoing shall not affect any right to serve process upon
            Guarantor in any manner permitted by law.

      7.    This Guaranty may not be amended, modified, discharged or terminated
            in any manner unless in writing signed by Landlord and Guarantor.

      8.    Anything contained herein or in the Lease to the contrary
            notwithstanding, the liability of Guarantor hereunder shall be
            primary and not secondary or as a guarantor. In any right, claim or
            action that shall accrue to Landlord hereunder or under the Lease,
            Landlord may, at its option, proceed against Guarantor regardless of
            the action, if any, that Landlord has taken against Tenant. The
            title of this instrument and use of the words "Guaranty,"
            "Guarantor," and "guarantees" shall in no manner limit the primary
            ability of Guarantor hereunder.

                                            GUARANTOR:

Signed in the presence of:
                                            LanVision Systems, Inc.

/s/ Melissa Vincent                         By: /s/ J. Brian Patsy
-------------------------                       ----------------------

                                            Its:  President

Don Vick                                    By: /s/ Paul W. Bridge, Jr.
                                                ----------------------

                                            Its:  Chief Financial Officer

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

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Financial officer of LanVision Systems, 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 TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Blue Ash, Ohio, this 30 day of July, 2004.

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

NOTARY SEAL

My Commission expires June 8, 2009

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