AGREEMENT

This AGREEMENT dated as of the 10th day of July, 1997 (the 
"Effective Date"), is by and between MEDPLUS, INC. (the 
"Company"), an Ohio corporation with its principal offices located 
at 8805 Governor's Hill Drive, Cincinnati, Ohio  45249 and GROWTH 
MANAGEMENT ADVISORS, INC., an Ohio corporation with its principal 
offices located at 8044 Montgomery Road, Ste. 700, Cincinnati, 
Ohio 45236 ("GMA"). 

                         W I T N E S S E T H:

WHEREAS, Universal Document Management Systems, Inc. ("UDMS"), a 
wholly-owned subsidiary of the Company, and GMA entered into a 
Consulting Agreement dated February 19th, 1997 pursuant to which 
GMA agreed to provide to UDMS the services of Terry L. Theye 
("Consultant"), an employee of GMA, to assist UDMS with the 
identification and recruitment of, and negotiations with, certain 
CAD software resellers and/or other companies whose business may 
complement that of UDMS, which UDMS is interested in acquiring, 
and to assist UDMS with an initial public offering (the "IPO") by 
UDMS; and

WHEREAS, to date, as the parent company of UDMS, the Company has 
expended considerable resources on behalf of UDMS to ensure the 
success of the IPO; and

WHEREAS, the Company desires to provide GMA with incentive to 
ensure successful completion of the IPO on or before December 31, 
1997.

NOW THEREFORE, in consideration of the foregoing and the mutual 
agreements set forth herein, the parties, intending to be legally 
bound, agree as follows:

1.  Agreement.  GMA and Consultant agree to use their best efforts 
to ensure that the IPO is completed on or before December 31, 
1997.
 
2.  Compensation.  If the IPO occurs on or before December 31, 
1997, then, within 60 days following the IPO, the Company shall 
pay to GMA $500,000. 
 
3.  Miscellaneous.

    a.  Successors and Assigns.  This Agreement shall be binding 
upon and inure to the benefit of the parties hereto, the heirs and 
legal representatives of Consultant, and the successors and 
assigns of GMA and the Company, except that neither GMA nor 
Consultant may assign this Agreement or any of Consultant's duties 
or services hereunder.

    b.  Modification.  This Agreement may not be changed, amended 
or modified except by a writing signed by both parties.
    c.  Entire Agreement/Governing Law.  This Agreement 
constitutes the entire agreement and understanding between the 
parties hereto with respect to the subject matter hereof an 
supersedes any prior agreements or understandings between the 
Company, GMA and/or Consultant with respect to such subject 
matter.  This Agreement shall be governed and construed in 
accordance with the laws of the State of Ohio.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be executed as of the day and year first above written.

MEDPLUS, INC.


By: /s/ Philip S. Present II	
Its:  Chief Operating Officer	


GROWTH MANAGEMENT ADVISORS, INC.


By:  /s/ Terry L. Theye	
      Terry L. Theye, Chairman
	

Agreed and Acknowledged:


/s/ Terry L. Theye
Terry L. Theye, individually