Exhibit 10.11(C)



 






Exhibit 10.11(c)




LANVISION SYSTEMS, INC.


First Amendment to Lease and Acceptance of Delivery to the Lease for office space between
LanVision, Inc. (a wholly owned subsidiary) and The Western and Southern Life Insurance Company,
effective January 31, 2005.




FIRST AMENDMENT TO LEASE AND

ACCEPTANCE OF DELIVERY



This FIRST AMENDMENT TO LEASE AND ACCEPTANCE OF DELIVERY (the “First Amendment”) is made effective
as of January 31, 2005 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, Cincinnati, Ohio, 45242.




WITNESSETH:




      WHEREAS, Landlord and Tenant executed a certain lease agreement (the “Lease”) dated July 30,
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 February 1, 2005 and the Lease termination date shall be
July 31, 2010.



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.



3. The first paragraph of Article 3A of the Lease shall be deleted in its entirety and replaced
with the following:




      “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:



 








 





	 	 	 	 	 
	Time Period	 	Monthly Installment	 
	February 1, 2005 through March 31, 2005
	 	$	13,486.36	 
	April 30, 2005 through September 30, 2005
	 	$	0.00	 
	October 1, 2005 through January 31, 2007
	 	$	13,486.36	 
	February 1, 2007 through January 31, 2009
	 	$	15,296.61	 
	February 1, 2009 through July 31, 2010
	 	$	17,106.86.”	 





4. The first sentence of Article 4B shall be deleted in its entirety and replaced with the
following: “For the 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 April 1, 2005 and ending on September 30, 2005.”




      IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to Lease and
Acceptance of Delivery to be executed as of the 31st day of January, 2005 and to be
effective as of the date first written above.



	 	 	 	 	 	 	 
	LANDLORD: The Western and Southern Life
Insurance Company
	 	TENANT: LanVision, Inc.
	 	 	 	 	 	 	 
	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/ JONATHAN D. NIEMEYER	 	 	 	 
	

	 	 	 	 	 	 
	

	 	Jonathan D. Niemeyer	 	 	 	 
	

	 	Its Vice President	 	 	 	 






 








 





	 	 	 	 	 
	STATE OF OHIO

	 	)	 	 
	

	 	) ss:	 	 	 
	COUNTY OF HAMILTON

	 	)	 	 






      On this, the 3 RD day of March, 2005, before me, a Notary Public, the undersigned officers,
personally appeared Mario San Marco and Jonathan D. Niemeyer, who acknowledged themselves to be
vice presidents 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/ DAVID C. MCCHESNEY
	

	 	Notary Public
	My commission expires: November 3, 2005
	 	 
	

	 	DAVID C. MCCHESNEY
	

	 	Print Name
	SEAL
	 	 
	 
	 	 
	

	 	 
	

	 	County of Residence






	 	 	 	 	 
	STATE OF Ohio

	 	)	 	 
	

	 	) ss:	 	 
	COUNTY OF Hamilton

	 	)	 	 







      On this, the 8 th day of February, 2005, before me, a Notary Public, the undersigned
officer, personally appeared Paul W. Bridge, Jr., who acknowledged himself to be the Chief
Financial Officer of LanVision, Inc., an Ohio corporation, and that he, 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/ MELISA VINCENT
	

	 	Notary Public
	My commission expires: June 8, 2009
	 	 
	

	 	MELISSA VINCENT
	

	 	Print Name
	SEAL
	 	 
	

	 	BUTLER
	

	 	County of Residence