<PAGE>

                                                                   EXHIBIT 10.26

                            BUSINESS LOAN AGREEMENT

  References in the shaded area are for Lender's use only and do not limit the
        applicability of this document to any particular loan or loans.

Borrower:   Hyland Software, Inc.         Lender:   KeyBank National Association
            15500 Lake Road, Suite A-50             127 Public Square
            Rocky River, OH 44116                   Cleveland, OH 44114

                                   [BAR CODE]

THIS BUSINESS LOAN AGREEMENT between Hyland Software, Inc. ("Borrower") and
KeyBank National Association ("Lender") is made and executed on the following
terms and conditions. Borrower has received prior commercial loans from Lender
or has applied to Lender for a commercial loan or loans and other financial
accommodations, including these which may be described on any exhibit or
schedule attached to this Agreement. All such loans and financial accommodation,
together with all future loans and financial accommodations from Lender to
Borrower, are referred to in this Agreement individually as the "Loan" and
collectively as the "Loans." Borrower understands and agrees that: (a) in
granting, renewing, or extending any Loan, Lender is relying upon Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and discretion; and (c) all such Loans shall
be and shall remain subject to the following terms and conditions of this
Agreement.

TERM. This Agreement shall be effective as of December 26, 2000, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

      AGREEMENT. The word "Agreement" means this Business Loan Agreement, as
      this Business Loan Agreement may be amended or modified from time to time,
      together with all exhibits and schedules attached to this Business Loan
      Agreement from time to time.

      BORROWER. The word "Borrower" means Hyland Software, Inc. The word
      "Borrower" also includes, as applicable, all subsidiaries and affiliates
      of Borrower as provided below in the paragraph titled "Subsidiaries and
      Affiliates."

      CERCLA. The word "CERCLA" means the Comprehensive Environmental Response,
      Compensation, and Liability Act of 1980, as amended.

      COLLATERAL. The word "Collateral" means and includes without limitation
      all property and assets granted as collateral security for a Loan, whether
      real or personal property, whether granted directly or indirectly, whether
      granted now or in the future, and whether granted in the form of a
      security interest, mortgage, deed of trust, assignment, pledge, chattel
      mortgage, chattel trust, factor's lien, equipment trust, conditional sale,
      trust receipt, lien, charge, lien or the retention contract, lease or
      consignment intended as a security device, or any other security or lien
      interest whatsoever, whether created by law, contract, or otherwise.

      ERISA. The word "ERISA" means the Employee Retirement Income Security Act
      of 1974, as amended.

      EVENT OF DEFAULT. The words "Event of Default" mean and include without
      limitation any of the Events of Default set forth below in the section
      titled "EVENTS OF DEFAULT."

      GRANTOR. The word "Grantor" means and includes without limitation each and
      all of the persons or entities granting a Security Interest in any
      Collateral for the indebtedness, including without limitation all
      Borrowers granting such a Security Interest.

      GUARANTOR. The word "Guarantor" means and includes without limitation each
      and all of the guarantors, sureties, and accommodation parties in
      connection with any indebtedness.

      INDEBTEDNESS. The word "Indebtedness" means and includes without
      limitation all Loans, together with all other obligations, debts and
      liabilities of Borrower to Lender, or any one or more of them, as well as
      all claims by Lender against Borrower, or any one or more of them; whether
      now or hereafter existing, voluntary or involuntary, due or not due,
      absolute or contingent, liquidated or unliquidated; whether Borrower may
      be liable individually or jointly with others; whether Borrower may be
      obligated as a guarantor, surety, or otherwise; whether recovery upon such
      indebtedness may be or hereafter may become barred by any statute of
      limitations; and whether such indebtedness may be or hereafter may become
      otherwise unenforceable.

      LENDER. The word "Lender" means KeyBank National Association, its
      successors and assigns.

      LOAN. The word "Loan" or "Loans" means and includes without limitation any
      and all commercial loans and financial accommodations from Lender to
      Borrower, whether now or hereafter existing, and however evidenced,
      including without limitation those loans and financial accommodations
      described herein or described on any exhibit or schedule attached to this
      Agreement from time to time.

      NOTE. The word "Note" means and includes without limitation Borrower's
      promissory note or notes, if any, evidencing Borrower's Loan obligations
      in favor of Lender, as well as any substitute, replacement or refinancing
      note or notes therefor.

      PERMITTED LIENS. The words "Permitted Liens" mean: (a) liens and security
      interests securing indebtedness owed by Borrower to Lender; (b) liens for
      taxes, assessments, or similar charges either not yet due or being
      contested in good faith; (c) liens of materialmen, mechanics,
      warehousemen, or carriers, or other like liens arising in the ordinary
      course of business and securing obligations which are not yet delinquent;
      (d) purchase money liens or purchase money security interests upon or in
      any property acquired or held by Borrower in the ordinary course of
      business to secure indebtedness outstanding on the date of this Agreement
      or permitted to be incurred under the paragraph of this Agreement titled
      "Indebtedness and Liens"; (e) liens and security interests which, as of
      the date of this Agreement, have been disclosed to and approved by the
      Lender in writing; and (f) those liens and security interests which in the
      aggregate constitute an immaterial and insignificant monetary amount with
      respect to the net value of Borrower's assets.

      RELATED DOCUMENTS. The words "Related Documents" mean and include without
      limitation all promissory notes, credit agreements, loan agreements,
      environmental agreements, guaranties, security agreements, mortgages,
      deeds of trust, and all other instruments, agreements and documents,
      whether now or hereafter existing, executed in connection with the
      indebtedness.

      SECURITY AGREEMENT. The words "Security Agreement" mean and include
      without limitation any agreements, promises, covenants, arrangements.
<PAGE>

12-26-2000                  BUSINESS LOAN AGREEMENT                       Page 2
                                  (Continued)

      understandings or other agreements, whether created by law, contract, or
      otherwise, evidencing, governing, representing, or creating a Security
      interest.

      SECURITY INTEREST. The words "Security Interest" mean and include without
      limitation any type of collateral security, whether in the form of a lien,
      charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
      chattel trust, factor's lien, equipment trust, conditional sale, trust
      receipt, lien or title retention contract, lease or consignment intended
      as a security device, or any other security or lien interest whatsoever,
      whether created by law, contract, or otherwise.

      SARA. The word "SARA" means the Superfund Amendments and Reauthorization
      Act of 1986 as now or hereafter amended.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Loan Advance and each subsequent Loan Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related documents.

      LOAN DOCUMENTS. Borrower shall provide to Lender in form satisfactory to
      Lender the following documents for the Loan: (a) the Note, (b) Security
      Agreements granting to Lender security interests in the Collateral, (c)
      Financing Statements perfecting Lender's Security interests; (d) evidence
      of insurance as required below; and (e) any other documents required under
      this Agreement or by Lender or its counsel, including without limitation
      any guaranties described below.

      BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
      substance satisfactory to Lender properly certified resolutions, duly
      authorizing the execution and delivery of this Agreement, the Note and the
      Related Documents, and such other authorizations and other documents and
      instruments as lender or its counsel, in their sole discretion, may
      require.

      PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees,
      charges, and other expenses which are then due and payable as specified in
      this Agreement or any Related Document.

      REPRESENTATIONS AND WARRANTIES. The representations and warranties set
      forth in this Agreement, in the Related Documents, and in any document or
      certificate delivered to Lender under this Agreement are true and correct.

      NO EVENT OF DEFAULT. There shall not exist at the time of any advance a
      condition which would constitute an Event of Default under this Agreement.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any indebtedness exists:

      ORGANIZATION. Borrower is a corporation which is duly organized, validly
      existing, and in good standing under the laws of the state of Borrower's
      incorporation and is validly existing and in good standing in all states
      in which Borrower is doing business. Borrower has the full power and
      authority to own its properties and to transact the businesses in which it
      is presently engaged or presently proposes to engage. Borrower also is
      duly qualified as a foreign corporation and is in good standing in all
      states in which the failure to so qualify would have a material adverse
      effect on its businesses or financial condition.

      AUTHORIZATION. The execution, delivery, and performance of this Agreement
      and all Related Documents by Borrower, to the extent to be executed,
      delivered or performed by Borrower, have been duly authorized by all
      necessary action by Borrower; do not require the consent or approval of
      any other person, regulatory authority or governmental body; and do not
      conflict with, result in a violation of, or constitute a default under (a)
      any provision of its articles of incorporation or organization, or bylaws
      or code of regulations, or any agreement or other instrument binding upon
      Borrower or (b) any law, governmental regulation, court decree, or order
      applicable to Borrower.

      FINANCIAL INFORMATION. Each financial statement of Borrower supplied to
      Lender truly and completely disclosed Borrower's financial condition as of
      the date of the statement, and there has been no material adverse change
      in Borrower's financial condition subsequent to the date of the most
      recent financial statement supplied to Lender. Borrower has no material
      contingent obligations except as disclosed in such financial statements.

      LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
      required hereunder to be given by Borrower when delivered will constitute,
      legal, valid and binding obligations of Borrower enforceable against
      Borrower in accordance with their respective terms.

      PROPERTIES. Except as contemplated by this Agreement or as previously
      disclosed in Borrower's financial statements or in writing to Lender and
      as accepted by Lender, and except for property tax liens for taxes not
      presently due and payable, Borrower owns and has good title to all of
      Borrower's properties free and clear of all Security interests, and has
      not executed any security documents or financing statements relating to
      such properties. All of Borrower's properties are titled in Borrower's
      legal name, and Borrower has not used, or filed a financing statement
      under, any other name for at least the last five (5) years.

      HAZARDOUS SUBSTANCES. The terms "hazardous waste," "hazardous substance,"
      "disposal," "release," and "threatened release," as used in this
      Agreement, shall have the same meanings as set forth in the "CERCLA,"
      "SARA," the Hazardous Materials Transportation Act, 49 U.S.C. Section
      1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
      Section 6901, et seq., or other applicable state or Federal laws, rules,
      or regulations adopted pursuant to any of the foregoing. Except as
      disclosed to and acknowledged by Lender in writing, Borrower represents
      and warrants that: (a) During the period of Borrower's ownership of the
      properties, there has been no use, generation, manufacture, storage,
      treatment, disposal, release or threatened release of any hazardous waste
      or substance by any person on, under, about or from any of the properties.
      (b) Borrower has no knowledge of, or reason to believe that there has been
      (i) any use, generation, manufacture, storage, treatment, disposal,
      release, or threatened release of any hazardous waste or substance on,
      under, about or from the properties by any prior owners or occupants of
      any of the properties, or (ii) any actual or threatened litigation or
      claims of any kind by any person relating to such matters. (c) Neither
      Borrower nor any tenant, contractor, agent or other authorized user of any
      of the properties shall use, generate, manufacture, store, treat, dispose
      of, or release any hazardous waste or substance on, under, about or from
      any of the properties; and any such activity shall be conducted in
      compliance with all applicable federal, state, and local laws,
      regulations, and ordinances, including without limitation those laws,
      regulations and ordinances described above. Borrower authorizes Lender and
      its agents to enter upon the properties to make such inspections and tests
      as Lender may deem appropriate to determine compliance of the properties
      with this section of the Agreement. Any inspections or tests made by
      Lender shall be at Borrower's expense and for Lender's purposes only and
      shall not be construed to create any responsibility or liability on the
      part of Lender to Borrower or to any other person. The representations and
      warranties contained herein are based on Borrower's due diligence in
      investigating the properties for hazardous waste and hazardous substances.
      Borrower hereby (a) releases and waives any future claims against Lender
      for indemnity or contribution in the event Borrower becomes liable for
      cleanup or other costs under any such laws, and (b) agrees to indemnify
      and hold harmless Lender against any and all claims, losses, liabilities,
      damages, penalties, and expenses which Lender may directly or indirectly
      sustain or suffer resulting from a breach of this section of the Agreement
      or as a consequence of any use, generation, manufacture, storage,
      disposal, release or threatened release of a hazardous waste or substance
      on the properties. The provisions of this section of the Agreement,
      including the obligation to indemnify, shall survive the payment of the
      Indebtedness and the termination or expiration of this Agreement and shall
      not be affected by Lender's acquisition of any interest in any of the
      properties, whether by foreclosure or otherwise.

      LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
      proceeding or similar action (including those for unpaid taxes) against
      Borrower is pending or threatened, and no other event has occurred which
      may materially adversely affect Borrower's financial condition or
      properties, other than litigation, claims, or other events, if any, that
      have been disclosed to and acknowledged by Lender in writing.
<PAGE>

12-26-2000                  BUSINESS LOAN AGREEMENT                       Page 3
                                   (Continued)

      TAXES. To the best of Borrower's knowledge, all tax returns and reports of
      Borrower that are or were required to be filed, have been filed, and all
      taxes, assessments and other governmental charges have been paid in full,
      except those presently being or to be contested by Borrower in good faith
      in the ordinary course of business and for which adequate reserves have
      been provided.

      LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing,
      Borrower has not entered into or granted any Security Agreements, or
      permitted the filing or attachment of any Security interests on or
      affecting any of the Collateral directly or indirectly securing repayment
      of Borrower's Loan and Note, that would be prior or that may in any way be
      superior to Lender's Security Interests and rights in and to such
      Collateral.

      BINDING EFFECT. This Agreement, the Note, all Security Agreements directly
      or indirectly securing repayment of Borrower's Loan and Note and all of
      the Related Documents are binding upon Borrower as well as upon Borrower's
      successors, representatives and assigns, and are legally enforceable in
      accordance with their respective terms.

      COMMERCIAL PURPOSES. Borrower intends to use the Loan proceeds solely for
      business or commercial related purposes.

      EMPLOYEE BENEFIT PLAN. Each employee benefit plan as to which Borrower may
      have any liability complies in all material respects with all applicable
      requirements of law and regulations, and (i) no Reportable Event nor
      Prohibited Transaction (as defined in ERISA) has occurred with respect to
      any such plan, (ii) Borrower has not withdrawn from any such plan or
      initiated steps to do so, (iii) no steps have been taken to terminate any
      such plan, and (iv) there are no unfunded liabilities other than those
      previously disclosed to Lender in writing.

      LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business,
      or Borrower's Chief executive office. If Borrower has more than one place
      of business, is located at 18600 Lake Road, Suite A-50, Rocky River, OH
      44116. Unless Borrower has designated otherwise in writing this location
      is also the office or offices where Borrower keeps its records concerning
      the Collateral.

      YEAR 2000. Borrower warrants and represents that all software utilized in
      the conduct of Borrower's business will have appropriate capabilities and
      compatability for operation to handle calendar dates falling on or after
      January 1, 2000, and all information pertaining to such calendar dates. In
      the same manner and with the same functionality as the software does
      respecting calendar dates falling on or before December 31, 1999. Further,
      Borrower warrants and represents that the data-related user interface
      functions, data-fields, and data-related program instructions and
      functions of the software include the indication of the century.

      INFORMATION. All information heretofore or contemporaneously herewith
      furnished by Borrower to Lender for the purposes of or in connection with
      this Agreement or any transaction contemplated hereby is, and all
      information hereafter furnished by or on behalf of Borrower to Lender will
      be, true and accurate in every material respect on the date as of which
      such information is dated or certified; and none of such information is or
      will be incomplete by omitting to state any material fact necessary to
      make such information not misleading.

      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and
      agrees that Lender, without independent investigation, is relying upon the
      above representations and warranties in making the above referenced Loan
      to Borrower. Borrower further agrees that the foregoing representations
      and warranties shall be continuing in nature and shall remain in full
      force and effect until such time as Borrower's indebtedness shall be paid
      in full, or until this Agreement shall be terminated in the manner
      provided above, whichever is the last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

      LITIGATION. Promptly inform Lender in writing of (a) all material adverse
      changes in Borrower's financial condition, and (b) all existing and all
      threatened litigation, claims, investigations, administrative proceedings
      or similar actions affecting Borrower or any Guarantor which could
      materially affect the financial condition of Borrower or the financial
      condition of any Guarantor.

      FINANCIAL RECORDS. Maintain its books and records in accordance with
      generally accepted accounting principles, applied on a consistent basis,
      and permit Lender to examine and audit Borrower's books and records at all
      reasonable times.

      FINANCIAL STATEMENTS. Furnish Lender with, as soon as available, but in no
      event later than ninety (90) days after the end of each fiscal year.
      Borrower's balance sheet and income statement for the year ended, reviewed
      by a certified public accountant satisfactory to Lender, and, as soon as
      available, but in no event later than ninety (90) days after the end of
      each fiscal quarter, Borrower's balance sheet and profit and loss
      statement for the period ended, prepared and certified as correct to the
      best knowledge and belief by Borrower's chief financial officer or other
      officer or person acceptable to Lender. All financial reports required to
      be provided under this Agreement shall be prepared in accordance with
      generally accepted accounting principles, applied on a consistent basis,
      and certified by Borrower as being true and correct.

      ADDITIONAL INFORMATION. Furnish such additional information and
      statements, lists of assets and liabilities, agings and receivables and
      payables, inventory schedules, budgets, forecasts, tax returns, and other
      reports with respect to Borrower's financial condition and business
      operations as Lender may request from time to time.

      INSURANCE. Maintain fire and other risk insurance, public liability
      insurance, and such other insurance as Lender may require with respect to
      Borrower's properties and operations, in form, amounts, coverages and with
      insurance companies reasonably acceptable to Lender. Borrower, upon
      request of Lender, will deliver to Lender from time to time the policies
      or certificates of insurance in form satisfactory to Lender, including
      stipulations that coverages will not be cancelled or diminished without at
      least ten (10) days' prior written notice to Lender. Each insurance policy
      also shall include an endorsement providing that coverage in favor of
      Lender will not be impaired in any way by any act, omission or default of
      Borrower or any other person. In connection with all policies covering
      assets in which Lender holds or is offered a security interest for the
      Loans, Borrower will provide Lender with such loss payable or other
      endorsements as Lender may require.

      INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
      each existing insurance policy showing such information as Lender may
      reasonably request, including without limitation the following: (a) the
      name of the insurer; (b) the risks insured; (c) the amount of the policy;
      (d) the properties insured; (e) the then current property values on the
      basis of which insurance has been obtained, and the manner of determining
      those values; and (f) the expiration date of the policy. In addition, upon
      request of Lender (however not more often than annually), Borrower will
      have an independent appraiser satisfactory to Lender determine, as
      applicable, the actual cash value or replacement cost of any Collateral.
      The cost of such appraisal shall be paid by Borrower.

      GUARANTIES. Prior to disbursement of any Loan proceeds, furnish executed
      guaranties of the Loans in favor of Lender, executed by the guarantors
      named below, on Lender's forms, and in the amounts and under the
      conditions spelled out in those guaranties.

<TABLE>
<CAPTION>
     Guarantors                                                Amounts
     ----------                                                -------
<S>                                                           <C>
J. Packy Hyland, Jr.                                          Unlimited
J. Packy Hyland, Sr.                                          Unlimited
Miguel Zubizarrela                                            Unlimited
</TABLE>

      OTHER AGREEMENTS. Comply with all terms and conditions of all other
      agreements, whether now or hereafter existing, between Borrower and any
      other party and notify Lender immediately in writing of any default in
      connection with any other such agreements.

      LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
      operations, unless specifically consented to the contrary by Lender in
      writing.
<PAGE>

12-26-2000                  BUSINESS LOAN AGREEMENT                       Page 4
                                   (Continued)

      TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
      indebtedness and obligations, including without limitation all
      assessments, taxes, governmental charges, levies and liens, of every kind
      and nature, imposed upon Borrower or its properties, income, or profits,
      prior to the date on which penalties would attach, and all lawful claims
      that, if unpaid, might become a lien or charge upon any of Borrower's
      properties, income, or profits. Provided however, Borrower will not be
      required to pay and discharge any such assessment, tax, charge, levy, lien
      or claim so long as (a) the legality of the same shall be contested in
      good faith by appropriate proceedings, and (b) Borrower shall have
      established on its books adequate reserves with respect to such contested
      assessment, tax, charge, levy, lien, or claim in accordance with generally
      accepted accounting practices. Borrower, upon demand of Lender, will
      furnish to Lender evidence of payment of the assessments, taxes, charges,
      levies, liens and claims and will authorize the appropriate governmental
      official to deliver to Lender at any time a written statement of any
      assessments, taxes, charges, levies, liens and claims against Borrower's
      properties, Income, or profits.

      PERFORMANCE. Perform and comply with all terms, conditions, and provisions
      set forth in this Agreement and in the Related Documents in a timely
      manner, and promptly notify Lender if Borrower learns of the occurrence of
      any event which constitutes an Event of Default under this Agreement or
      under any of the Related Documents.

      OPERATIONS. Maintain executive and management personnel with substantially
      the same qualifications and experience as the present executive and
      management personnel; provide written notice to Lender of any change in
      executive and management personnel; conduct its business affairs in a
      reasonable and prudent manner and in compliance with all applicable
      federal, state and municipal laws, ordinances, rules and regulations
      respecting its properties, charters, businesses and operations, including
      without limitation, compliance with the Americans With Disabilities Act
      and with all minimum funding standards and other requirements of ERISA and
      other laws applicable to Borrower's employee benefit plans.

      INSPECTION. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's other
      properties and to examine or audit Borrower's books, accounts, and records
      and to make copies and memoranda of Borrowers's books, accounts, and
      records. If Borrower now or at any time hereafter maintains any records
      (including without limitation computer generated records and computer
      software programs for the generation of such records) in the possession of
      a third party, Borrower, upon request of Lender, shall notify such party
      to permit Lender free access to such records at all reasonable times and
      to provide Lender with copies of any records it may request, all at
      Borrower's expense.

      COMPLIANCE CERTIFICATE. Unless waived in writing by Lender, provide Lender
      at least annually and at the time of each disbursement of Loan proceeds
      with a certificate executed by Borrower's chief financial officer, or
      other officer or person acceptable to Lender, certifying that the
      representations and warranties set forth in this Agreement are true and
      correct as of the date of the certificate and further certifying that, as
      of the date of the certificate, no Event of Default exists under this
      Agreement.

      ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all
      respects with all environmental protection federal, state and local laws,
      statutes, regulations and ordinances; not cause or permit to exist, as a
      result of an intentional or unintentional action or omission on its part
      or on the part of any third party, on property owned and/or occupied by
      Borrower, any environmental activity where damage may result to the
      environment, unless such environmental activity is pursuant to and in
      compliance with the conditions of a permit issued by the appropriate
      federal, state or local governmental authorities; shall furnish to Lender
      promptly and in any event within thirty (30) days after receipt thereof a
      copy of any notice, summons, lien, citation, directive, letter or other
      communication from any governmental agency or instrumentality concerning
      any intentional or unintentional action or omission on Borrower's part in
      connection with any environmental activity whether or not there is damage
      to the environment and/or other natural resources.

      ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory
      notes, mortgages, deeds of trust, security agreements, financing
      statements, instruments, documents and other agreements as Lender or its
      attorneys may reasonably request to evidence and secure the Loans and to
      perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except U.S. federal, state or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other obligations which would (a) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (b) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or
(c) reduce the rate of return on Lender's capital as a consequence of Lender's
obligations with respect to the credit facilities to which this Agreement
relates, then Borrower agrees to pay Lender such additional amounts as will
compensate Lender therefor, within five (5) days after Lender's written demand
for such payment, which demand shall be accompanied by an explanation of such
imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be
conclusive in the absence of manifest error.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

      INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the normal
      course of business and indebtedness to Lender contemplated by this
      Agreement, create, incur or assume indebtedness for borrowed money,
      including capital leases,* (b) except as allowed as a Permitted Lien,
      sell, transfer, mortgage, assign, pledge, lease, grant a security interest
      in, or encumber any of Borrower's assets* or (c) self with recourse any of
      Borrower's accounts, except to Lender.

      CONTINUITY OF OPERATIONS. (a) Engage in any business activities
      substantially different than those in which Borrower is presently engaged,
      (b) cease operations, liquidate, merge, transfer, acquire or consolidate
      with any other entity, change ownership, change its name, dissolve or
      transfer or sell Collateral out of the ordinary course of business, (c)
      pay any dividends on Borrower's stock (other than dividends payable in its
      stock), provided, however that notwithstanding the foregoing, but only so
      long as no Event of Default has occurred and is continuing or would result
      from the payment of dividends, if Borrower is a "Subchapter S Corporation"
      (as defined in the Internal Revenue Code of 1966, as amended), Borrower
      may pay cash dividends on its stock to its shareholders from time to time
      in amounts necessary to enable the shareholders to pay income taxes and
      make estimated income tax payments to satisfy their liabilities under
      federal and state law which arise solely from their status as Shareholders
      of a Subchapter S Corporation because of their ownership of shares of
      stock of Borrower, or (d) purchase or retire any of Borrower's outstanding
      shares or alter or amend Borrower's capital structure.

      LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, Invest in or advance money
      or assets, (b) purchase, create or acquire any interest in any other
      enterprise or entity, or (c) incur any obligation as surety or guarantor
      other than in the ordinary course of business.

         CESSATION OF ADVANCES. If Lender has made any commitment to make any
Loan to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan
proceeds if: (a) Borrower or any Guarantor is in default under the terms of this
Agreement or any of the Related Documents or any other agreement that Borrower
or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes
insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged
a bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure, even
though no Event of Default shall have occurred.

FINANCIAL COVENANTS AND ADDITIONAL DEFINITIONS. Borrower covenants and agrees
with Lender that, while this Agreement is in effect,

* where the aggregate of all such indebtedness exceeds $500,000.000/
<PAGE>

12-26-2000                  BUSINESS LOAN AGREEMENT                       Page 5
                                   (Continued)

Borrower will:

Senior Liabilities to Adjusted Tangible Capital Ratio. Borrower shall maintain a
ratio of Total Senior Liabilities to Adjusted Tangible Capital of not more than
5.00 to 1.00; calculated at the end of each fiscal year. The words "Total Senior
Liabilities" mean total liabilities less Subordinated Debt. The words "Adjusted
Tangible Capital" mean Tangible Capital less investments in, advances to,
promissory notes and any receivables from, any affiliate or other related entity
of Borrower. The words "Tangible Capital" mean Tangible Net Worth plus
Subordinated Debt. The words "Tangible Net Worth" mean Borrower's total assets
excluding all Intangible assets (i.e., goodwill, trademarks, patents,
copyrights, organizational expenses, and similar intangible items, but including
leaseholds and leasehold Improvements) less Total Debt. The words "Total Debt"
mean all of Borrower's liabilities including Subordinated Debt. The words
"Subordinated Debt" mean indebtedness and liabilities of Borrower which have
been subordinated by written agreement to indebtedness owed by Borrower to
Lender in form and substance acceptable to Lender.


Operating Cash Flow to Fixed Charge Ratio. Borrower shall maintain a ratio of
Operating Cash Flow to Fixed Charges of not less than 1.20 to 1.00; calculated
at the end of each fiscal year for the preceding 12-month period. The words
"Operating Cash Flow" mean net income after taxes and exclusive of extraordinary
gains and losses and gains on asset sales and other income, plus depreciation,
amortization, interest expense and lease expenses, less dividends and
distributions.* The words "Fixed Charges" mean interest expense, plus lease
expense, plus current maturities of long-term debt and current maturities of
capital leases (calculated for the preceding twelve-month period).


EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

      DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
      on the Loans.

      OTHER DEFAULTS. Failure of Borrower or any Grantor to comply with or to
      perform when due any other term, obligation, covenant or condition
      contained in this Agreement or in any of the Related Documents, or failure
      of Borrower to comply with or to perform any other term, obligation,
      covenant or condition contained in any other agreement between Lender and
      Borrower.

      DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default
      under any loan, extension of credit, security agreement, purchase or sales
      agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Borrower's property or Borrower's
      or any Grantor's ability to repay the Loans or perform their respective
      obligations under this Agreement or any of the Related Documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by or on behalf of Borrower or any Grantor under this
      Agreement or the Related Documents is false or misleading in any material
      respect at the time made or furnished, or becomes false or misleading at
      any time thereafter.

      DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
      Documents ceases to be in full force and effect (including failure of any
      Security Agreement to create a valid and perfected Security Interest) at
      any time and for any reason.

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower, any
      creditor of any Grantor against any collateral securing the indebtedness,
      or by any governmental agency. This includes a garnishment, attachment, or
      levy on or of any of Borrower's deposit accounts with Lender. However,
      this Event of Default shall not apply if there is a good faith dispute by
      Borrower or Grantor, as the case may be, as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding, and if Borrower or Grantor gives Lender written
      notice of the creditor or forfeiture proceeding and furnishes reserves or
      a surety bond for the creditor proceeding satisfactory to Lender.

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any Guarantor of any of the indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under, and Guaranty of the indebtedness. Lender, at its option,
      may, but shall not be required to, permit the Guarantor's state to assume
      unconditionally the obligations arising under the guaranty in a manner
      satisfactory to Lender, and, in doing so, cure the Event of Default.


      CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.


      ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      the indebtedness is impaired.

      INSECURITY. Lender, in good faith, deems itself insecure.


      RIGHT TO CURE. If any default, other than a Default on Indebtedness, is
      curable and if Borrower or Grantor, as the case may be, has not been given
      a notice of a similar default within the preceding twelve (12) months, it
      may be cured (and no Event of Default will have occurred) if Borrower or
      Grantor, as the case may be, after receiving written notice from Lender
      demanding cure of such default: (a) cures the default within fifteen (15)
      days; or (b) if the cure requires more than fifteen (15) days, immediately
      initials steps which Lender deems in Lender's sole discretion to be
      sufficient to cure the default and thereafter continues and completes all
      reasonable and necessary steps sufficient to produce compliance as soon as
      reasonably practical.


EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the related Documents or any
other agreement immediately will terminate and, at Lender's option, all
indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

      AMENDMENTS. This Agreement, together with any Related Documents,
      constitutes the entire understanding and agreement of the parties as to
      the matters set forth in this Agreement. No alteration of or amendment to
      this Agreement shall be effective unless given in writing and signed by
      the party or parties sought to be charged or bound by the alteration or
      amendment.


      APPLICABLE LAW. This Agreement has been delivered to Lender and accepted
      by Lender in the State of Ohio. If there is a lawsuit, Borrower agrees
      upon Lender's request to submit to the jurisdiction of the courts of
      Cuyahoga County, the State of Ohio. Lender and Borrower hereby waive the
      right to any jury trial in any action, proceeding, or counterclaim brought
      by either Lender or Borrower against


*relating to the preceding 12 month periods net income./

<PAGE>

12-26-2000                  BUSINESS LOAN AGREEMENT                       Page 6
                                   (Continued)

the other. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.

CAPTION HEADINGS. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of
this Agreement.

CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's sale or
transfer, whether now or later, of one or more participation interests in the
Loans to one or more purchasers, whether related or unrelated to Lender. Lender
may provide, without any limitation whatsoever, to any one or more purchasers,
or potential purchasers, any information or knowledge Lender may have about
Borrower or about any other matter relating to the Loan, and Borrower hereby
waives any rights to privacy it may have with respect to such matters. Borrower
additionally waives any and all notices of sale of participation interests, as
well as all notices of any repurchase of such participation interests. Borrower
also agrees that the purchasers of any such participation interests will be
considered as the absolute owners of such interests in the Loans and will have
all the rights granted under the participation agreement or agreements governing
the sale of such participation interests. Borrower further waives all rights of
offset or counterclaim that it may have now or later against Lender or against
any purchaser of such a participation interest and unconditionally agrees that
either Lender or such purchaser may enforce Borrower's obligation under the
Loans irrespective of the failure or insolvency of any holder of any interest in
the Loans. Borrower further agrees that the purchaser of any such participation
interests may enforce its interest irrespective of any personal claims or
defences that Borrower may have against Lender.

COSTS AND EXPENSES. Borrower agrees to pay upon demand all of Lender's expenses,
including without limitation attorneys' fees, incurred in connection with the
preparation, execution, enforcement, modification and collection of this
Agreement or in connection with the Loans made pursuant to this Agreement.
Lender may pay someone else to help collect the Loans and to enforce this
Agreement, and Borrower will pay that amount. This includes, subject to any
limits under applicable law, Lender's attorneys' fees and Lender's legal
expenses, whether or not there is a lawsuit, including attorneys' fees for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection services.
Borrower also will pay any court costs, in addition to all other sums provided
by law.

NOTICES. All notices required to be given under this Agreement shall be given in
writing, may be sent by telefacsimilie (unless otherwise required by law), and
shall be effective when actually delivered or when deposited with a nationally
recognized overnight courier or deposited in the United States mail, first
class, postage prepaid, addressed to the party to whom the notice is to be given
at the address shown above. Any party may change its address for notices under
this Agreement by giving formal written notice to the other parties, specifying
that the purpose of the notice is to change the party's address. To the extent
permitted by applicable law, if there is more than one Borrower, notice to any
Borrower will constitute notice to all Borrowers. For notice purposes, Borrower
will keep Lender informed at all times of Borrower's current address(es).

SEVERABILITY. If a court competent jurisdiction finds any provision of this
Agreement to be invalid or unenforceable as to any person or circumstance, such
finding shall not render that provision invalid or unenforceable as to any other
persons or circumstances. If feasible, any such offending provision shall be
deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it shall be stricken
and all other provisions of this Agreement in all other respects shall remain
valid and enforceable.

SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any
provisions of this Agreement makes it appropriate, including without limitation
any representation, warranty or convenant, the word "Borrower" as used herein
shall include all subsidiaries and affiliates of Borrower. Notwithstanding the
foregoing however, under no circumstances shall this Agreement be construed to
require Lender to make any Loan or other financial accommodation to any
subsidiary or affiliate of Borrower.

SUCCESSORS AND ASSIGNS. All convenants and agreements contained by or on behalf
of Borrower shall bind its successors and assigns and shall inure to the benefit
of Lender, its successors and assigns. Borrower shall not, however, have the
right to assign its rights under this Agreement or any interest therein, without
the prior written consent of Lender.

SURVIVAL. All warranties, representations, and convenants made by Borrower in
this Agreement or in any certificate or other instrument delivered by Borrower
to Lender under this Agreement shall be considered to have been relied upon by
Lender and will survive the making of the Loan and delivery to Lender of the
Related Documents, regardless of any investigation made by Lender or on Lender's
behalf.

TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
Agreement.

WAIVER. Lender shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by Lender. No delay
or omission on the part of Lender in exercising any right shall operate as a
waiver of such right or any other right. A waiver by Lender of a provision of
this Agreement shall not prejudice or constitute a waiver of Lender's right
otherwise to demand strict compliance with that provision or any other provision
of this Agreement. No prior waiver by Lender, nor any course of dealing between
Lender and Borrower, or between Lender and any Grantor, shall constitute a
waiver of any of lender's rights or of any obligations of Borrower or of any
Grantor as to any future transactions. Whenever the consent of Lender is
required under this Agreement, the granting of such consent by Lender in any
instance shall not constitute continuing consent in subsequent instances where
such consent is required, and in all cases such consent may be granted or
withheld in the sole discretion of Lender.

<PAGE>

12-26-2000                  BUSINESS LOAN AGREEMENT                       Page 7
                                   (Continued)

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF
DECEMBER 26, 2000.

BORROWER:

Hyland Software, Inc.

By: /s/ Christopher J. Hyland CFO
    -----------------------------
    Christopher J. Hyland, CFO

LENDER:

KeyBank National Association

By: /s/ M.J. Bilardo
    -------------------------
    Authorized Officer

LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 2.28a (C) Concentrex 2000 All rights
reserved. [OH-O40 E3.20 F2.20 HYL02101.LN CS.OVL]
<PAGE>

                                 FIRST AMENDMENT
                           TO BUSINESS LOAN AGREEMENT

                               (the "Amendment")

      WHEREAS, Hyland Software, Inc., an Ohio corporation ("Borrower"), and
KEYBANK NATIONAL ASSOCIATION, a national banking association ("Bank") entered
into a certain Business Loan Agreement dated December 26,2000 (the "Loan
Agreement"), and

      WHEREAS, Borrower and Bank have agreed to amend the Loan Agreement to
modify the financial covenants set forth therein;

      NOW, THEREFORE, for valuable consideration received to their satisfaction,
Borrower and Bank hereby mutually agree as follows:

      1.    The Financial covenants set forth on page 5 the Loan Agreement are
hereby amended, effective as of April 20, 2001, to delete them in their entirety
and to substitute the following:

" TANGIBLE NET WORTH. Borrower shall maintain a Tangible Net Worth of not less
than $ 9,500,000.00, tested at the end of each fiscal year. "Tangible Net Worth"
means Borrower's total assets excluding all intangible assets (i.e., goodwill,
trademarks, patents, copyrights, organizational expenses, and similar intangible
items, but including leaseholds and leasehold improvements) less Total Debt.
"Total Debt" means all of Borrower's liabilities including Subordinated Debt.
"Subordinated Debt" means indebtedness and liabilities of Borrower, which have
been subordinated by written agreement to indebtedness owed by Borrower to
Lender in form and substance acceptable to Lender.

CURRENT RATIO. Guarantor shall attain a ratio of Current Assets (less prepaid
expenses) to Current Liabilities in excess of 1.00 to 1.00, tested at the end of
each fiscal year, beginning with the year ending December 31, 2001. "Current
Assets" and "Current Liabilities" shall have the meanings defined by GAAP.

TOTAL SENIOR LIABILITIES TO ADJUSTED TANGIBLE CAPITAL RATIO. Borrower shall
maintain a ratio of Total Senior Liabilities to Adjusted Tangible Capital of not
more than l.50 to 1.00, tested at the end of each fiscal year. "Total Senior
Liabilities" means total liabilities less Subordinated Debt. "Adjusted Tangible
Capital" means Tangible Capital less investments in, advances to, promissory
notes and any receivables from, any affiliate or other related entity of
Borrower. "Tangible Capital" means Tangible Net Worth plus Subordinated Debt.
"Tangible Net Worth" means Borrower's total assets excluding all intangible
assets (i.e., goodwill, trademarks, patents, copyrights, organizational
expenses, and similar intangible items, but including leaseholds and leasehold
improvements) less Total Debt. "Total Debt" means all of Borrower's liabilities
including Subordinated Debt. "Subordinated Debt" means indebtedness and
liabilities of Borrower, which have been subordinated by written agreement to
indebtedness owed by Borrower to Lender in form and substance acceptable to
Lender."

<PAGE>

      2.    Except as herein specifically amended, directly or by reference, all
provisions of the Loan Agreement and the Related Documents are ratified and
confirmed and remain in full force and effect. The Borrower and the Bank hereby
agree to continue all liens and security interests securing the indebtedness of
the Borrower under the Loan Agreement and the Related Documents, until such
indebtedness as may be modified herein, and any and all related promissory notes
have been fully paid. The parties hereto further agree that this Amendment shall
in no manner affect or impair the liens and security interests evidenced by the
Loan Agreement and/or any other instruments evidencing, securing, or related to
the Borrower's obligations to the Bank. The Borrower hereby acknowledges that
all liens and security interests securing such obligations are valid and
subsisting.

      3.    Borrower hereby represents and warrants to Bank that (a) Borrower
has the legal power and authority to execute and deliver this Amendment; (b) the
official executing this Amendment has been duly authorized to execute and
deliver the same and bind Borrower with respect to the provisions hereof; (c)
the execution and delivery hereof by Borrower and the performance and observance
by Borrower of the provisions hereof do not violate or conflict with the
organizational agreements of Borrower or any law applicable to Borrower or
result in a breach of any provisions of or constitute a default under any other
agreement, instrument, or document binding upon or enforceable against Borrower,
(d) this Amendment constitutes a valid and binding obligation of the Borrower in
every respect.

      4.    In consideration of this Amendment, Borrower hereby releases and
discharges the Bank and its shareholders, directors, officers, employees,
attorneys, affiliates, and subsidiaries from any and all claims, demands,
liability, and causes of action whatsoever, now known or unknown, arising out of
or in any way related to the extension or administration of the Loan Agreement,
or any of the other Related Documents, except for fraud, deceit, or willful
misconduct on the part of Bank.

      5.    In consideration of this Amendment, Borrower shall pay the Bank's
outside legal fees, which fees shall be payable upon the execution of this
Amendment.

      6.    Each reference that is made in the Loan Agreement or any of the
Related Documents shall hereafter be construed as a reference to the Loan
Agreement as amended hereby. This Amendment is a Related Writing as defined in
the Loan Agreement.

      7.    All defined terms not otherwise defined herein shall have the
meaning ascribed thereto in the Loan Agreement.

      8.    The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of
laws.

<PAGE>

      4.    In consideration of this Amendment, Borrower hereby releases and
discharges the Bank and its shareholders, directors, officers, employees,
attorneys, affiliates, and subsidiaries from any and all claims, demands,
liability, and causes of action whatsoever, now known or unknown, arising out of
or in any way related to the extension or administration of the Loans, the
Agreement, or any of the other Related Documents.

      5.    In consideration of this Amendment, Borrower shall pay the Bank's
outside legal fees incurred in connection herewith, which fees shall be payable
upon the execution of this Amendment.

      6.    This Amendment shall be construed in accordance with the laws of the
State of Ohio, without regard to principles of conflict of laws.

      7.    All defined terms not otherwise defined herein shall have the
meaning ascribed thereto in the Related Documents.

      8.    Borrower authorizes any attorney at law to appear before any court
of record, state, or federal, in the United States of America (other than any
court in which utilization of this warrant of attorney would be contrary to law)
after the Promissory Note, as amended hereby, becomes due, whether by lapse of
time or by acceleration of maturity, to waive the issuance and service of
process, to admit the maturity and nonpayment of the indebtedness evidenced by
the Promissory Note, as amended hereby, to confess judgment against Borrower in
favor of Bank for the amount then appearing due, together with costs of suit,
and thereupon to release all errors and waive all rights of appeal and stay of
execution. The foregoing warrant of attorney shall survive the judgment; should
any judgment be vacated for any reason the foregoing warrant of attorney
nevertheless may thereafter be utilized for obtaining additional judgment or
judgments. Borrower agrees that the Bank's attorney may confess judgment
pursuant to the foregoing warrant of attorney. Borrower further agrees that the
attorney confessing judgment pursuant to the foregoing warrant of attorney may
receive a legal fee or other compensation from the Bank.

      "WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
      COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN
      AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT
      CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY
      HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS,
      FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER
      CAUSE."

      IN WITNESS WHEREOF, Borrower and Bank have caused this Amendment to be
executed by their duly authorized representatives as of the 20th day of April,
2001.

BORROWER:                                    BANK:

HYLAND SOFTWARE, INC.                        KEYBANK NATIONAL ASSOCIATION

By: /s/ Christopher Hyland, CFO              By: /s/ Emil Risseler, VP
    ----------------------------                 -------------------------------
   Christopher Hyland, Chief                     Emil Risseler, Vice President
   Financial Officer

<PAGE>

[KEY LOGO]

                     MODIFICATION AND/OR EXTENSION AGREEMENT

Date              April 23,2001

Borrower:         Hyland Software. Inc.

Lender            KEYBANK NATIONAL ASSOCIATION

                  Dated December 26,2000, in the principal amount of
                  $4,140,000,00.

Loan #:           100200210/2

      FOR VALUE RECEIVED, Borrower and Lender hereby agree to modify the
above-referenced Loan and Promissory Note and/or Loan Agreement as follows:

  1.  MODIFICATION AND/OR EXTENSION PROVISIONS.

            -     Effective April 20, 2001, Lender releases J. Packy Hyland,
                  Jr., J. Packy Hyland, Sr. and Miguel Zubizarreta as a
                  guarantors of the Loan.

  2.  CONDITIONS. The modifications and/or extension described above are subject
      to and conditioned upon Borrower's full satisfaction of all of the
      following conditions on or before the date first stated above, time being
      of the essence.

            A.    There shall be no uncured event of default under the Loan, nor
                  any event or condition which with notice or the passage of
                  time would be an event of default thereunder.

            B.    Borrower shall deliver to Lender a fully executed original of
                  this Modification and/or Extension Agreement.

            C.    All expenses incurred by Lender in connection with this
                  Agreement (including without limitation, attorney fees,
                  recording charges, charges for title policy update(s), escrow
                  charges, costs of obtaining updated or additional appraisal(s)
                  or collateral valuations, if required by Lender) shall be paid
                  by Borrower.

  3.  GENERAL PROVISIONS. Except as modified above, all other provisions of the
      Promissory Note and any other documents securing or relating to the Loan
      (the "Loan Documents") remain in full force and effect. All security given
      for the Loan and all guarantees of the Loan (as applicable) shall continue
      in full force. Borrower warrants and represents to Lender that it has full
      right, power and authority to enter into this agreement and to perform all
      its obligations hereunder, and that all information and materials
      submitted to Lender in connection with this modification are accurate and
      complete. Borrower warrants that no default exists under the Loan
      Documents. Borrower reaffirms its obligation to pay the Loan in full and
      reaffirms the validity and enforceability of the Loan Documents, without
      set-off, counterclaim or defense.

  4.  WARRANT OF ATTORNEY. Borrower authorizes any attorney at law to appear
      before any court of record, state or federal, in the United States of
      America (other than any court in which utilization of this warrant of
      attorney would be contrary to law) after the Promissory Note, as amended
      hereby, becomes due, whether by lapse of time or by acceleration of
      maturity, to waive the issuance and service of process, to admit the
      maturity and nonpayment of the indebtedness evidenced by the Promissory
      Note, as amended hereby, to confess judgment against Borrower in favor of
      Lender for the amount then appearing due, together with costs of suit, and
      thereupon to release all errors and waive all rights of appeal and stay of
      execution. The foregoing warrant of attorney shall survive the judgment;
      should any judgment be vacated for any reason, the foregoing warrant of
      attorney nevertheless may thereafter be utilized for obtaining additional
      judgment or judgments. Borrower agrees that the Lender's attorney may
      confess judgment pursuant to the foregoing warrant of attorney. Borrower
      further agrees that the attorney

                                      -1-

<PAGE>

      confessing judgment pursuant to the foregoing warrant of attorney may
      receive a legal fee or other compensation from the Lender.

"WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."

LENDER:                                       BORROWER:
KeyBank National Association                  Hyland Software, Inc.

By: /s/ Emil Risseler, Vice President         By: /s/ Christopher J. Hyland, CFO
-------------------------------------         ----------------------------------
Authorized Signer                             Christopher J. Hyland, CFO

                                      -2-
<PAGE>

[KEY LOGO]

                     MODIFICATION AND/OR EXTENSION AGREEMENT

Date:             July 25,2002                                                NL

Borrower(s):      HYLAND SOFTWARE, INC.

Lender:           KEYBANK NATIONAL ASSOCIATION

Note:             Dated December 26, 2000, in the principal amount of
                  $4,140,000.00, including any and all amendments thereto.

Loan #:           1-100200210-2

            FOR VALUE RECEIVED, Borrower and Lender hereby agree to modify the
above-referenced Loan and Promissory Note and/or Loan Agreement as follows:

1.    MODIFICATION AND/OR EXTENSION PROVISIONS.

            -     Effective July 25, 2002, the interest rate on this Note shall
                  change to a variable rate equal to the Prime rate announced by
                  the Lender (the "Index"), minus one half percent (-0.50%) per
                  annum. The interest rate will change automatically and
                  correspondingly on the date of each announced change of the
                  Index by the Lender. The Index is not necessarily the lowest
                  rate charged by the Lender on its loans and is set by Lender
                  in its sole discretion.

2.    CONDITIONS. The modifications and/or extension described above are subject
to and conditioned upon Borrower's full satisfaction of all of the following
conditions on or before the date first stated above, time being of the essence.

          A.    There shall be no uncured event of default under the Loan, nor
                any event or condition which with notice or the passage of
                time would be an event of default thereunder.

          B.    Borrower shall deliver to Lender a fully executed original of
                this Modification and/or Extension Agreement.

          C.    All expenses incurred by Lender in connection with this
                Agreement (including without limitation, attorney fees,
                recording charges, charges for title policy update(s), escrow
                charges, costs of obtaining updated or additional appraisal(s)
                or collateral valuations, if required by Lender) shall be paid
                by Borrower.

          D.    Borrower shall comply with the following additional
                conditions:

                -     No additional conditions apply.

3.    GENERAL PROVISIONS. Except as modified above, all other provisions of the
Promissory Note and any other documents securing or relating to the Loan (the
"Loan Documents") remain in full force and effect. All security given for the
Loan and all guarantees of the Loan (as applicable) shall continue in full
force. Borrower warrants and represents to Lender that it has full right, power
and authority to enter into this agreement and to perform all its obligations
hereunder, and that all information and materials submitted to Lender in
connection with

                                      -1-

<PAGE>

this modification are accurate and complete. Borrower warrants that no default
exists under the Loan Documents. Borrower reaffirms its obligation to pay the
Loan in full and reaffirms the validity and enforceability of the Loan
Documents, without set-off, counterclaim or defense.

4.    WARRANT OF ATTORNEY. Borrower authorizes any attorney at law to appear
before any court of record, state or federal, in the United States of America
(other than any court in which utilization of this warrant of attorney would be
contrary to law) after the Promissory Note, as amended hereby, becomes due,
whether by lapse of time or by acceleration of maturity, to waive the issuance
and service of process, to admit the maturity and nonpayment of the indebtedness
evidenced by the Promissory Note, as amended hereby, to confess judgment against
Borrower in favor of Lender for the amount then appearing due, together with
costs of suit, and thereupon to release all errors and waive all rights of
appeal and stay of execution. The foregoing warrant of attorney shall survive
the judgment; should any judgment be vacated for any reason, the foregoing
warrant of attorney nevertheless may thereafter be utilized for obtaining
additional judgment or judgments. Borrower agrees that the Lender's attorney may
confess judgment pursuant to the foregoing warrant of attorney. Borrower further
agrees that the attorney confessing judgment pursuant to the foregoing warrant
of attorney may receive a legal fee or other compensation from the Lender.

"WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."

LENDER:                                       BORROWER:

KEYBANK NATIONAL ASSOCIATION

By: /s/ Emil Risseler, V.P.                   HYLAND SOFTWARE, INC
    -----------------------------
               Authorized Officer

                                          By: /s/ Christopher J. Hyland
                                              ----------------------------------
                                              Christopher J. Hyland CFO

                                      -2-
<PAGE>

                                SECOND AMENDMENT
                           TO BUSINESS LOAN AGREEMENT

                                (the "Amendment")

      WHEREAS, HYLAND SOFTWARE, INC., an Ohio corporation ("Borrower"), and
KEYBANK NATIONAL ASSOCIATION, a national banking association ("Lender") entered
into a certain Business Loan Agreement dated December 26, 2000, which was
amended by the First Amendment thereto dated April 20, 2001 (as amended, the
"Loan Agreement"), and

      WHEREAS, Borrower and Lender have agreed to amend the Loan Agreement to
modify the financial covenants set forth therein.

      NOW, THEREFORE, for valuable consideration received to their satisfaction,
Borrower and Lender hereby mutually agree as follows:

      1.    The Section entitled "ADDITIONAL COVENANTS AND DEFINITIONS" set
forth on page 6 the Loan Agreement is hereby amended to delete the financial
covenants set forth therein in their entirety and to substitute the following:

      "LEVERAGE RATIO. Borrower shall maintain a ratio of Total Funded Debt to
      EBITDA of no greater than 3.25 to 1:00 for the twelve months ending March
      31, 2003, 3.00 to 1.00 for the twelve months ending June 30,2003,2.75 to
      1.00 for the twelve months ending September 30,2003, and 2.50 to 1.00 for
      the twelve months ending December 31, 2003, and each twelve month period
      thereafter, tested for the period of the previous four fiscal quarters as
      of the end of each fiscal quarter. "EBITDA" means the net earnings of
      Borrower (i) plus the aggregate amounts deducted in determining such net
      income in respect of interest expenses, income taxes, depreciation,
      amortization, non-cash charges, and the non-cash component of
      extraordinary losses, (ii) minus extraordinary gains. "Total Funded Debt"
      means the sum without duplication for a Borrower and/or any of its
      subsidiaries of (1) all indebtedness for borrowed money, whether maturing
      in less than or more than one year, plus (2) all bonds, notes, debentures
      or similar debt instruments, plus (3) all capitalized lease obligations,
      plus (4) the present value of all basic rental obligations under any
      synthetic lease, plus (5) all indebtedness owed to the Borrower's
      shareholders.

      EBITDA TO TOTAL FIXED CHARGE RATIO. Borrower shall maintain a ratio of
      EBITDA minus Capital Expenditures to Total Fixed Charges of no less than
      .77 to 1.00 for the twelve months ending March 31, 2003, .90 to 1.00 for
      the twelve months ending June 30, 2003, l.10 to 1.00 for the twelve
      months ending September 30, 2003, and 1.25 to 1.00 for the twelve months
      ending December 31, 2003, and each twelve month period thereafter, tested
      at the end of each fiscal quarter for the preceding 12-month period.
      "EBITDA" means the net earnings of Borrower (i) plus the aggregate amounts
      deducted in determining such net income in respect of interest expenses,
      income taxes, depreciation, amortization, non-cash charges, and the
      non-cash component of extraordinary losses, (ii) minus extraordinary
      gains. "Total Fixed Charges" means the sum of interest expense, income
      taxes, and the current maturities of long-term debt. "Capital
      Expenditures" means net fixed assets at the beginning of the period less
      net fixed assets at the end of the period plus depreciation expense for
      the period.

<PAGE>

      QUICK RATIO. Borrower shall maintain a ratio of Total Liquid Assets" to
      "Current Liabilities", minus the current portion of deferred revenue, of
      no less than 1.50 to 1.00, tested at the end of each fiscal quarter,
      beginning with the quarter ending March 31, 2003. "Total Liquid Assets"
      means Borrower's cash on hand plus Borrower's readily marketable
      securities, plus Borrower's net trade accounts receivable. "Current
      Liabilities" shall have the meaning defined by GAAP.

      NET WORTH. Borrower shall maintain a Net Worth of no less than $
      5,246,000.00 at March 31, 2003, and thereafter the sum of $ 5,246,000.00
      plus an amount equal to fifty percent (50.0%) of Borrower's positive net
      income for all periods ending after March 31, 2003 (with no deductions for
      losses for dividends or other capital distributions), tested at the end of
      each fiscal quarter, beginning with the quarter ended March 31, 2003. "Net
      Worth" means Borrower's total assets less Borrower's total liabilities."

      2.    The Lender hereby waives any Event of Default relating to the
financial covenants set forth in the Section entitled "ADDITIONAL COVENANTS AND
DEFINITIONS" on page 6 the in the Loan Agreement that resulted from the
Borrower's financial condition as such covenants existed prior to execution of
this Amendment. This waiver is not intended, nor shall it, establish any course
of dealing between Borrower and Lender that is inconsistent with the express
terms of the Loan Agreement and shall not be construed as a waiver of any other
covenants or other provisions of the Loan Agreement or the other Loan Documents.

      3.    The Subsection entitled "Financial Statements" set forth on page 3
of the Loan Agreement is hereby amended to add the following at the end thereof
after the words "true and correct":

      ", accompanied by a compliance certificate of the Borrower's chief
      financial officer or other authorized person, that evidences the
      Borrower's compliance with the financial covenants set forth in the
      Section below entitled "ADDITIONAL COVENANTS AND DEFINITIONS", which
      certificate shall be in a form acceptable to the Lender in its sole
      discretion."

      4.    Except as herein specifically amended, directly or by reference, all
provisions of the Loan Agreement and the Related Documents are ratified and
confirmed and remain in full force and effect. The Borrower and the Lender
hereby agree to continue all liens and security interests securing the
indebtedness of the Borrower under the Loan Agreement and the Related Documents,
until such indebtedness as may be modified herein, and any and all related
promissory notes have been fully paid. The parties hereto further agree that
this Amendment shall in no manner affect or impair the liens and security
interests evidenced by the Loan Agreement and/or any other instruments
evidencing, securing, or related to the Borrower's obligations to the Lender.
The Borrower hereby acknowledges that all liens and security interests securing
such obligations are valid and subsisting.

      5.    Borrower hereby represents and warrants to Lender that (a) Borrower
has the legal power and authority to execute and deliver this Amendment; (b) the
official executing this Amendment has been duly authorized to execute and
deliver the same and bind Borrower with respect to the provisions hereof; (c)
the execution and delivery hereof by Borrower and the performance and observance
by Borrower of the provisions hereof do not violate or conflict with the
organizational agreements of Borrower or any law applicable to Borrower or
result in a breach of any provisions of or constitute a default under any other
agreement, instrument, or document binding upon or enforceable against Borrower;
(d) this Amendment constitutes a valid and binding obligation of the Borrower in
every respect.

                                       2

<PAGE>

      6.    In consideration of this Amendment, Borrower hereby releases and
discharges the Lender and its shareholders, directors, officers, employees,
attorneys, affiliates, and subsidiaries from any and all claims, demands,
liability, and causes of action whatsoever, now known or unknown, arising out of
or in any way related to the extension or administration of the Loan Agreement,
or any of the other Related Documents, except for fraud, deceit, or willful
misconduct on the part of Lender.

      7.    In consideration of this Amendment, Borrower shall pay the Lender's
outside legal fees, which fees shall be payable upon the execution of this
Amendment.

      8.    Each reference that is made in the Loan Agreement or any of the
Related Documents shall hereafter be construed as a reference to the Loan
Agreement as amended hereby. This Amendment is a Related Writing as defined in
the Loan Agreement.

      9.    All defined terms not otherwise defined herein shall have the
meaning ascribed thereto in the Loan Agreement.

      10.   This Amendment may be executed in counterparts and all such
counterparts shall constitute one agreement binding on all the parties,
notwithstanding that the parties are not signatories to the same counterpart.

      11.   The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of
laws.

      12.   JURY TRIAL WAIVER, BORROWER AND LENDER WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, BETWEEN BORROWER AND LENDER, OR ANY OF THEM, ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT AMEND OR
MODIFY LENDER'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF
JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT BETWEEN BORROWER AND LENDER.

      IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be
executed by their duly authorized officers as of the 6th day of March, 2003.

BORROWER:                                      LENDER:
HYLAND SOFTWARE, INC.                          KEYBANK NATIONAL ASSOCIATION

By: /s/ Christopher Hyland                     By: /s/ Vijaya Kulkarni
    ---------------------------------------        --------------------------
Christopher Hyland, Chief Financial Officer        Vijaya Kulkarni, Assistant
                                                   Vice President

                                       3
<PAGE>

                                 THIRD AMENDMENT
                           TO BUSINESS LOAN AGREEMENT

                                (the "Amendment")

      WHEREAS, HYLAND SOFTWARE, INC., an Ohio corporation ("Borrower"), and
KEYBANK NATIONAL ASSOCIATION, a national banking association ("Lender") entered
into a certain Business Loan Agreement dated December 26, 2000, which was
amended by the First Amendment thereto dated April 20, 2001, and the Second
Amendment thereto dated March 6, 2003 (as amended, the "Loan Agreement"), and

      WHEREAS, Borrower and Lender have agreed to amend further the Loan
Agreement to modify the financial covenants set forth therein.

      NOW, THEREFORE, for valuable consideration received to their satisfaction,
Borrower and Lender hereby mutually agree as follows:

      1.    The Section entitled "ADDITIONAL COVENANTS AND DEFINITIONS" set
forth on page 6 the Loan Agreement is hereby amended to delete the financial
covenants set forth therein in their entirety and to substitute the following:

      "LEVERAGE RATIO. Borrower shall maintain a ratio of Total Funded Debt to
      EBITDA of no greater than 2.75 to 1.00 for the twelve months ending
      September 30, 2003, and 2.50 to 1.00 for the twelve months ending December
      31, 2003, and each twelve month period thereafter, tested at the end of
      each fiscal quarter for the preceding 12-month period, "EBITDA" means the
      net earnings of Borrower (i) plus the aggregate amounts deducted in
      determining such net income in respect of interest expenses, income taxes,
      depreciation, amortization, non-cash charges, and the non-cash component
      of extraordinary losses, (ii) minus extraordinary gains. "Total Funded
      Debt" means the sum without duplication for a Borrower and/or any of its
      subsidiaries of (1) all indebtedness for borrowed money, whether maturing
      in less than or more than one year, plus (2) all bonds, notes, debentures
      or similar debt instruments, plus (3) all capitalized lease obligations,
      plus (4) the present value of all basic rental obligations under any
      synthetic lease, plus (5) all indebtedness owed to the Borrower's
      shareholders.

      EBITDA TO TOTAL FIXED CHARGE RATIO. Borrower shall maintain a ratio of
      EBITDA minus Capital Expenditures to Total Fixed Charges of no less than
      1.25 to 1.00 for the twelve months ending December 31,2003, .90 to 1.00
      for the twelve month periods ending March 31, 2004, and June 30, 2004,
      1.00 to 1.00 for the twelve months ending September 30, 2004, .80 to 1.00
      for the twelve months ending December 31, 2004, .90 to 1.00 for the twelve
      months ending March 31, 2005, and 1.25 to 1.00 for the twelve months
      ending June 30, 2005, and each twelve month period thereafter, tested at
      the end of each fiscal quarter for the preceding 12-month period. "EBITDA"
      means the net earnings of Borrower (i) plus the aggregate amounts deducted
      in determining such net income in respect of interest expenses, income
      taxes, depreciation, amortization, non-cash charges, and the non-cash
      component of extraordinary losses, (ii) minus extraordinary gains. "Total
      Fixed Charges" means the sum of interest expense, income taxes, and the
      current maturities of long-term debt. "Capital Expenditures" means net
      fixed assets at the beginning of the period less net fixed assets at the
      end of the period plus depreciation expense for the period.

<PAGE>

      QUICK RATIO. Borrower shall maintain a ratio of Total Liquid Assets" to
      "Current Liabilities", minus the current portion of deferred revenue, of
      no less than 1.50 to 1.00 for the quarter ending December 31, 2003,2.00 to
      1.00 for the quarters ending March 31, 2004, and June 30, 2004, 1.75 to
      1.00 for the quarter ending September 30, 2004, 2.00 to 1.00 for the
      quarters ending December 31, 2004, and March 31, 2005, and 1.50 to 1.00
      for the quarter ending June 30, 2005, and each fiscal quarter thereafter,
      tested at the end of each fiscal quarter, beginning with the quarter
      ending December 31, 2003. "Total Liquid Assets" means Borrower's cash on
      hand plus Borrower's readily marketable securities, plus Borrower's net
      trade accounts receivable. "Current Liabilities" shall have the meaning
      defined by GAAP.

      NET WORTH. Borrower shall maintain a Net Worth of no less than
      $ 3,375,000.00 at March 31, 2004, and thereafter the sum of $ 3,375,000.00
      plus an amount equal to fifty percent (50.0%) of Borrower's positive net
      income for all periods ending after March 31, 2004 (with no deductions for
      losses for dividends or other capital distributions), tested at the end of
      each fiscal quarter, beginning with the quarter ended March 31, 2004. "Net
      Worth" means Borrower's total assets less Borrower's total liabilities."

      2.    The Lender hereby waives any Event of Default relating to the
financial covenants set forth in the Section entitled "ADDITIONAL COVENANTS AND
DEFINITIONS" on page 6 the in the Loan Agreement that resulted from the
Borrower's financial condition as such covenants existed prior to execution of
this Amendment. This waiver is not intended, nor shall it, establish any course
of dealing between Borrower and Lender that is inconsistent with the express
terms of the Loan Agreement and shall not be construed as a waiver of any other
covenants or other provisions of the Loan Agreement or the other Loan Documents.

      3.    The effectiveness of the amendments and waivers set forth herein is
contingent on the subordination to the Lender, in form and substance
satisfactory to the Lender in its sole discretion, by the proposed holders of
the Borrower's promissory notes in an approximate amount of $ 3,700,000.00, to
be issued by the Borrower in connection with the repurchase from Borrower's
existing shareholders of approximately 1,000,000 of Borrower's outstanding
shares of stock.

      4.    Except as herein specifically amended, directly or by reference, all
provisions of the Loan Agreement and the Related Documents are ratified and
confirmed and remain in full force and effect. The Borrower and the Lender
hereby agree to continue all liens and security interests securing the
indebtedness of the Borrower under the Loan Agreement and the Related Documents,
until such indebtedness as may be modified herein, and any and all related
promissory notes have been fully paid. The parties hereto further agree that
this Amendment shall in no manner affect or impair the liens and security
interests evidenced by the Loan Agreement and/or any other instruments
evidencing, securing, or related to the Borrower's obligations to the Lender.
The Borrower hereby acknowledges that all liens and security interests securing
such obligations are valid and subsisting.

      5.    Borrower hereby represents and warrants to Lender that (a) Borrower
has the legal power and authority to execute and deliver this Amendment; (b) the
official executing this Amendment has been duly authorized to execute and
deliver the same and bind Borrower with respect to the provisions hereof; (c)
the execution and delivery hereof by Borrower and the performance and observance
by Borrower of the provisions hereof do not violate or conflict with the
organizational agreements of Borrower or any law applicable to Borrower or
result in a breach of any provisions of or constitute a default under any other
agreement, instrument, or document binding upon or enforceable against Borrower;
(d) this Amendment constitutes a valid and binding obligation of the Borrower in
every respect.

                                        2

<PAGE>

      6.    In consideration of this Amendment, Borrower hereby releases and
discharges the Lender and its shareholders, directors, officers, employees,
attorneys, affiliates, and subsidiaries from any and all claims, demands,
liability, and causes of action whatsoever, now known or unknown, arising out of
or in any way related to the extension or administration of the Loan Agreement,
or any of the other Related Documents, except for fraud, deceit, or willful
misconduct on the part of Lender.

      7.    In consideration of this Amendment, Borrower shall pay the Lender an
amendment fee of $ 5,000.00 and pay the Lender's outside legal fees, which fees
shall be payable upon the execution of this Amendment.

      8.    Each reference that is made in the Loan Agreement or any of the
Related Documents shall hereafter be construed as a reference to the Loan
Agreement as amended hereby. This Amendment is a Related Writing as defined in
the Loan Agreement.

      9.    All defined terms not otherwise defined herein shall have the
meaning ascribed thereto in the Loan Agreement.

      10.   This Amendment may be executed in counterparts and all such
counterparts shall constitute one agreement binding on all the parties,
notwithstanding that the parties are not signatories to the same counterpart.

      11.   The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of
laws.

      12.   JURY TRIAL WAIVER. BORROWER AND LENDER WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, BETWEEN BORROWER AND LENDER, OR ANY OF THEM, ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR
MODIFY LENDER'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF
JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT BETWEEN BORROWER AND LENDER.

      IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be
executed by their duly authorized officers as of November 25, 2003.

BORROWER:                                      LENDER:
HYLAND SOFTWARE, INC.                          KEYBANK NATIONAL ASSOCIATION

By: /s/ Christopher Hyland                     By: /s/ Vijaya Kulkarni
    ---------------------------------------        --------------------------
Christopher Hyland, Chief Financial Officer        Vijaya Kulkarni, Assistant
                                                   Vice President

                                       3
<PAGE>


                                FOURTH AMENDMENT
                           TO BUSINESS LOAN AGREEMENT


     This FOURTH AMENDMENT TO BUSINESS LOAN AGREEMENT (this "Amendment") is made
as of the 3rd day of May, 2004, between HYLAND SOFTWARE, INC., an Ohio
Corporation ("Borrower"), and KEYBANK NATIONAL ASSOCIATION, a national banking
association ("Lender").

     WHEREAS, the Borrower and the Lender entered into a certain Business Loan
Agreement dated December 26, 2000 (as amended and as the same may from time to
time be further amended, restated or otherwise modified, the "Loan Agreement");
and

     WHEREAS, the Borrower and the Lender have agreed to amend further the Loan
Agreement to modify certain provisions thereof.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable consideration the Borrower and the
Lender agree as follows:

     1. The Section entitled "ADDITIONAL COVENANTS AND DEFINITIONS" set forth on
page 6 of the Loan Agreement is hereby amended to delete the "Leverage Ratio",
"EBITDA to Total Fixed Charge Ratio", "Quick Ratio", and "Net Worth" financial
covenants therefrom in their entirety, and to insert in place thereof the
following new financial covenant:

          MINIMUM CASH. The Borrower shall at all times maintain unrestricted
     cash-on-hand and Cash Equivalents in an aggregate amount of no less than
     Three Million Five Hundred Thousand Dollars ($3,500,000). As used herein,
     "Cash Equivalents" shall mean cash equivalents in accordance with GAAP.

     2. The Borrower has notified the Lender of the Borrower's plans to enter
the public equity market through an initial public offering ("IPO"). In
connection with the IPO, the Borrower will be purchasing certain of its shares
and also changing its capital structure. Pursuant to the subsection entitled
"CONTINUITY OF OPERATIONS" on page 4 of the Loan Agreement, the written consent
of the Lender is required for the Borrower to effectuate the IPO. At the
Borrower's request, the Lender hereby consents to the IPO on the conditions that
no default shall exist under the Loan Agreement or any Related Document prior to
or immediately following the IPO.

     3. Except as herein specifically amended, directly or by reference, all
provisions of the Loan Agreement and the Related Documents are ratified and
confirmed and remain in full force and effect. The Borrower and the Lender
hereby agree to continue all liens and security interests securing the
indebtedness of the Borrower under the Loan Agreement and the Related Documents,
until such indebtedness as may be modified herein, and any and all related
promissory notes have been fully paid. The parties hereto further agree that
this Amendment shall in no manner affect or impair the liens and security
interests evidenced by the Loan Agreement and/or any other instruments
evidencing, securing, or related to the Borrower's


<PAGE>

obligations to the Lender. The Borrower hereby acknowledges that all liens and
security interests securing such obligations are valid and subsisting.

     4. The Borrower hereby represents and warrants to Lender that (a) the
Borrower has the legal power and authority to execute and deliver this
Amendment; (b) the official executing this Amendment has been duly authorized to
execute and deliver the same and bind the Borrower with respect to the
provisions hereof; (c) the execution and delivery hereof by the Borrower and the
performance and observance by the Borrower of the provisions hereof do not
violate or conflict with the organizational agreements of the Borrower or any
law applicable to the Borrower or result in a breach of any provisions of or
constitute a default under any other agreement, instrument, or document binding
upon or enforceable against the Borrower; (d) this Amendment constitutes a valid
and binding obligation of the Borrower in every respect.

     5. In consideration of this Amendment, the Borrower hereby releases and
discharges the Lender and its shareholders, directors, officers, employees,
attorneys, affiliates, and subsidiaries from any and all claims, demands,
liability, and causes of action whatsoever, now known or unknown, arising out of
or in any way related to the extension or administration of the Loan Agreement,
or any of the other Related Documents, except for fraud, deceit, or willful
misconduct on the part of the Lender.

     6. In consideration of this Amendment, the Borrower shall pay the Lender's
outside legal fees, which fees shall be payable upon the execution of this
Amendment.

     7. Each reference that is made in the Loan Agreement or any of the Related
Documents shall hereafter be construed as a reference to the Loan Agreement as
amended hereby. This Amendment is a Related Writing as defined in the Loan
Agreement.

     8. All defined terms not otherwise defined herein shall have the meaning
ascribed thereto in the Loan Agreement.

     9. This Amendment may be executed in counterparts and all such counterparts
shall constitute one agreement binding on all parties, notwithstanding that the
parties are not signatories to the same counterpart.

     10. The rights and obligations of all parties hereto shall be governed by
the laws of the State of Ohio, without regard to principles of conflicts of
laws.

                  [Remainder of page intentionally left blank.]


                                       2


<PAGE>

     11. JURY TRIAL WAIVER. THE BORROWER AND THE LENDER WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, BETWEEN THE BORROWER AND THE LENDER, OR ANY OF THEM, ARISING OUT
OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED THERETO. THIS WAVIER SHALL NOT IN ANY WAY AFFECT,
WAIVE, LIMIT, AMEND OR MODIFY THE LENDER'S ABILITY TO PURSUE REMEDIES PURSUANT
TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN THE BORROWER AND THE LENDER.

     IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment
to be executed by their duly authorized officers as of the date set forth above.


BORROWER:                                 LENDER:
HYLAND SOFTWARE, INC.                     KEYBANK NATIONAL ASSOCIATION


By: /s/ Christopher Hyland                By: /s/ Vijaya N. Kulkarni
   -----------------------------------       -----------------------------------
   Christopher Hyland                        Vijaya N. Kulkarni
   Chief Financial Officer                   Assistant Vice President


                                       3