EXHIBIT-10(K)



 



Exhibit 10(k)



FIFTH AMENDMENT TO LOAN



AGREEMENT




		
	 	     THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is entered
into as of the 31st day of July, 2003 by and between THE PROVIDENT BANK,
an Ohio banking corporation, One East Fourth Street, Cincinnati, Ohio
45202 (the “Lender”), and LCA-VISION INC., a Delaware Corporation, (the
“Borrower”) 7840 Montgomery Road,
Cincinnati, Ohio 45236.



RECITALS:




		
	 	     A. Lender and Borrower entered into a Loan Agreement on June 29,
1998 which loan Agreement has been amended by various letter agreements
and by an Amendment to the Loan Agreement dated as of September 30,
1999, and by a Second Amendment to Loan Agreement dated as of November
30, 2001, by a Third Amendment to Loan Agreement dated as of June 30,
2002 and by a Fourth Amendment to Loan Agreement dated as of December
31, 2002 (as amended, “Loan Agreement”).
	 
	 	     B. The parties desire to modify the terms of the Loan Agreement.
	 
	 	     NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, all of which are considered to be a part of this Amendment, and
the benefits accruing to the parties hereunder, receipt and sufficiency
of which are hereby acknowledged by the parties, it is agreed as
follows:




		
	 	     1. All capitalized terms used herein, unless otherwise defined
herein, shall have the same meaning as set forth in the Agreement.
	 
	 	     2. Section 2.41 is hereby added to the Loan Agreement:




		
	 	Lender agrees to allow Borrower to use outside
investment firms for investment management purposes.
Lender shall get first right of refusal.



               Section 2.42 is hereby added to the Loan Agreement:




		
	 	Lender agrees to allow Borrower to obtain purchase
money financing up to Two Hundred Thousand and 00/100
Dollars ($200,000.00)




		
	 	     3. All of the terms and conditions contained in the Loan Agreement
and all other loan documents (“Loan Documents”) evidencing and securing
the indebtedness evidenced by the Loan Agreement (“Indebtedness”),
except as modified by this Amendment, shall remain unchanged,
unimpaired and in full force and effect. This Amendment is hereby made
a part of the original Loan Agreement as completely as if incorporated
verbatim therein.
	 
	 	     4. Borrower acknowledges and unconditionally promises to pay the
entire Indebtedness set forth in the Loan Agreement, as amended as set
forth herein, and in the Loan Documents. Borrower reaffirms all
covenants and representations set forth in the Loan Agreement and Loan
documents as if such covenants and representations were made as of the
due hereof.
	 
	 	     5. This Amendment and the rights and obligations of the
parties hereunder shall be governed by and construed under the
laws of the State of Ohio. This Amendment



 






 






		
	 	     shall inure to the
benefit of and be binding on the respective successors and
assigns of parties hereto.



     IN WITNESS WHERO , the parties have signed this Amendment on the
date first written above.



	 	 
	 	LENDER:,
	 	

	 	THE PROVIDENT BANK




	 	 	 
	 	By:	

	 	 	
Philip Doer, Vice President




	 	 	 
	 	 	
BORROWER:
	 	 	 
	 	 	
LCA-VISION INC.
	 	 	 
	 	By: