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                                 EXHIBIT 4.1 (c)

                             Second Amendment to the
      LanVision Systems, Inc. 1996 Non-Employee Directors Stock Option Plan

                               SECOND AMENDMENT TO

                                       THE

                             LANVISION SYSTEMS, INC.

                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

Section 10 is hereby amended and restated in its entirety to read as follows:

         "10.     Non-Transferability.
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         Options granted hereunder shall be personal to the option grantee,  and
shall be non-assignable and  non-transferable  otherwise than by will and by the
law of descent and distribution. Notwithstanding anything to the contrary stated
in the 1996 Plan or any  amendment  thereto,  any  option  holder  may assign or
transfer any Option to an Affiliate.

         For purposes of this Section 10, the term  "Affiliate," with respect to
an option  holder,  shall  mean any  spouse or  member  of the  option  holder's
immediate family residing in the same household as the option holder,  any trust
of which the  option  holder is  grantor,  any  corporation  of which the option
holder is an executive officer,  any partnership of which the option holder is a
partner or, if the option holder is a corporation or limited liability  company,
any parent or subsidiary of the option holder,  or any other entity of which the
option holder directly owns a twenty-percent (20%) or greater interest."

The last  paragraph of Section 15 is hereby amended and restated in its entirety
to read as follows:

         "Any amendment of this 1996 Plan shall apply to all options  granted on
or after the date of such amendment,  unless  otherwise  stated by resolution of
the Board.  If such amendment were also applied to options  granted prior to the
date of the  amendment  and would  adversely  affect the  rights of such  option
grantee,  the  amendment may be made with regard to such prior options only with
the consent of such option grantee."

                            Adopted February 23, 2001












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