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                                                                   Exhibit 10.25


                         DEMAND MASTER PROMISSORY NOTE


$5,000,000                                                           May 3, 2004
                                                                 Cleveland, Ohio

     FOR VALUE RECEIVED, the undersigned, HYLAND SOFTWARE, INC., an Ohio
corporation, ("Borrower") promises to pay to the order to KEYBANK NATIONAL
ASSOCIATION ("Bank") at its main office at 127 Public Square, Cleveland, Ohio
44114-1306, the principal sum of FIVE MILLION DOLLARS ($5,000,000), or the
aggregate unpaid principal amount of all Advances made by Bank to Borrower
hereunder, whichever is less, in lawful money of the United States of America,
on the earlier of DEMAND or May 2, 2005.

     Borrower promises to pay interest (based on a year having three hundred
sixty (360) days and calculated for the actual number of days elapsed) on the
principal balance of each Advance at a rate per annum equal to the Prime Rate
from time to time in effect minus one hundred (100) basis points, with such
interest to be due and payable commencing May 31, 2004, and continuing on the
last day of each succeeding calendar month thereafter and on the Maturity Date.
The principal balance of each Advance that remains outstanding after the
Maturity Date shall bear interest at a rate per annum equal to the Default Rate.
Advances may be prepaid at any time.

     This Note shall serve as a master note to evidence all Advances; provided,
however, that the aggregate unpaid principal amount of all Advances shall not at
any time outstanding exceed the Line of Credit. Borrower shall make an immediate
prepayment on this Note in the event that the aggregate unpaid principal amount
of all Advances shall at any time exceed the Line of Credit. Bank shall record
the principal amount of each Advance and the amount of any principal, interest
or other payment and the applicable dates with respect thereto, by such method
as Bank may generally employ; provided, however, that failure to make any such
entry shall in no way detract from Borrower's obligations under this Note. The
foregoing information with respect to the Advances set forth on the records of
Bank shall be rebuttably presumptive evidence of the principal and interest
owing and unpaid on this Note.

     Borrower may request same day borrowings with respect to Advances provided
that the request for such borrowing is made before 2:00 P.M. (Eastern time).
Whenever any payment to be made under this Note shall be due on a day that is
not a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall in each case be included in the computation
of the interest payable hereunder. Borrower waives presentment, demand, notice,
protest and all other demands and notices in connection with delivery,
acceptance, performance, default or enforcement of this Note.

     Borrower agrees to provide to Bank (a) within forty-five (45) days after
the end of each of the first three quarter-annual fiscal periods of each of
Borrower's fiscal years, Borrower's balance sheet as of the end of that period
and its cash-flow statement, reconciliation of surplus statement and profit and
loss statement for that period, all prepared in form and detail in accordance
with generally accepted accounting principles, consistently applied, and
certified by a financial officer of Borrower; (b) within ninety (90) days after
the end of each of Borrower's fiscal years, a complete annual audit report of
Borrower for that year prepared in form and detail





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satisfactory to Bank and certified by an independent public accountant
reasonably satisfactory to Bank; and (c) within ten (10) days of Bank's written
request, such other information about the financial condition, properties and
operations of Borrower as Bank may from time to time reasonably request.

     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.

     Borrower agrees to pay on demand all reasonable costs and expenses of Bank,
including, but not limited to, attorneys' fees and expenses in connection with
the preparation, negotiation and closing of this Note and the collection of the
Obligations. Concurrently herewith Borrower is terminating any commitment of
Bank to make loans or other extensions of credit to Borrower under the "Business
Loan Agreement - Asset Based" dated as of April 20, 2001. Bank has also agreed
to terminate the Security Agreement executed in connection therewith dated as of
April 20, 2001.

     Borrower agrees to defend, indemnify and hold harmless Bank from and
against any and all liabilities, damages, penalties, actions, judgments, suits,
costs or expenses (including attorneys' fees) that may be imposed on, incurred
by or asserted against Bank in connection with any investigative, administrative
or judicial proceeding (whether or not Bank shall be designated a party thereto)
or any other claim by any Person relating to or arising out of this Note;
provided that Bank shall not have the right to be indemnified under this
paragraph as a result of Bank's gross negligence or willful misconduct.

     Upon the occurrence of an Event of Default and at all times thereafter, at
the option of Bank (but automatically with respect to Events of Default (e)
through (h)), all Obligations shall become immediately due and payable, Bank may
terminate the Line of Credit and no further Advance may be requested by
Borrower. In addition, Bank may apply or setoff any Deposit Account against all
Obligations, all without any notice to or demand upon Borrower, in addition to
any other rights and remedies Bank may have pursuant to law, this Note or any
other instruments or agreements, which rights and remedies shall be cumulative.
This Note and the other Obligations are secured by the mortgage executed in
connection with the Business Loan Agreement.

     This Note shall bind Borrower and Borrower's successors and assigns and
shall inure to the benefit of Bank and its successors and assigns. Borrower may
not assign or otherwise transfer any of its rights under this Note without the
express written consent of Bank. All provisions hereof shall be subject to,
governed by, and construed in accordance with Ohio law, without regard to
principles of conflicts of laws. Unenforceability of any provision hereof or any
application of any provision hereof shall not affect the enforceability of any
other provision or application of any provision. This Note constitutes a final
written expression of all of the terms of this instrument, is a complete and
exclusive statement of those terms and supersedes all oral representations,
negotiations and prior writings, if any, with respect to the subject matter
hereof. The relationship between Borrower and Bank with respect to this Note is
and shall be solely that


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of debtor and creditor, respectively, and Bank shall have no fiduciary
obligation toward Borrower with respect to this Note or the transactions
contemplated hereby. Any amendment or waiver hereof or any waiver of any right
or remedy otherwise available must be in writing and signed by the party
against whom enforcement of the amendment or waiver is sought.

     For the purposes of this Note, the following terms shall have the
following meanings:

     "Advances" means, collectively, all loan advances made by Bank to
Borrower, at the sole discretion and option of Bank, Borrower acknowledging
that the Line of Credit relating to this Note is purely discretionary and Bank
may, without prior notice to Borrower, refuse to honor any request by Borrower
for borrowing hereunder; "Advance" means any of the Advances.

     "Business Day" means a day of the year on which banks are not required or
authorized to close in Cleveland, Ohio.

     "Business Loan Agreement" means the Business Loan Agreement between
Borrower and Bank, dated as of the 26th day of December, 2000, as amended and
as the same may from time to time be further amended, restated or otherwise
modified or replaced, which Business Loan Agreement is secured by a mortgage on
certain real estate of Borrower.

     "Default Rate" means a floating rate per annum equal to three percent (3%)
in excess of the Prime Rate from time to time in effect, which rate shall be
immediately adjusted to correspond with each change in the Prime Rate.

     "Deposit Account" means any demand, time, statement, savings, passbook or
similar account or balance (including, without limitation, any certificate of
deposit) presently or at any time hereafter maintained with Bank at any of its
foreign or domestic offices either by Borrower severally or jointly by Borrower
and another person or entity.

     "Event of Default" means the occurrence of any of the following events: (a)
failure of Borrower to pay any principal or interest hereunder or perform any
Obligation when it becomes due and payable (b) untruthfulness, proved to the
satisfaction of Bank, of any statement, representation or certification
contained in any financial statement, credit application or other document given
by Borrower to Bank in connection with any Advance; (c) any condition or event
that Bank determines has or is reasonably likely to have a material adverse
effect on the business, prospects, operations or financial condition of Borrower
or on the rights and remedies of Bank under this Note or the ability of Borrower
to perform its obligations hereunder; (d) breach by Borrower of any provision,
agreement, representation, warranty or covenant set forth in this Note, in the
Business Loan Agreement, or in any other instrument, document or agreement
evidencing or relating to any Obligation, or in any mortgage deed, assignment,
pledge or security agreement given as or evidencing security for any Obligation
of Borrower; (e) dissolution, termination of existence, insolvency, business
failure or appointment of a receiver of Borrower or any part of the property of
Borrower; (f)assignment for the benefit of creditors by Borrower; (g) failure or
inability of Borrower to pay its debts as they come due; (h) the commencement of
any proceedings under any bankruptcy or insolvency laws by or against Borrower;
or (i) any judgment, attachment, execution, or similar process is rendered,





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issued, or levied against Borrower or any material amount of its property and is
not fully satisfied, released, vacated, or bonded within thirty (30) days after
its rendering, issue or levy.

     "Line of Credit" means the uncommitted line of credit established by Bank
for Borrower pursuant to which Borrower may request such Advances as Bank may be
willing to grant up to the aggregate principal amount at any time outstanding of
Five Million Dollars ($5,000,000).

     "Maturity Date" means the earlier of (a) May 2, 2005, or (b) DEMAND.

     "Obligation" means any present or future obligation, indebtedness or
liability of Borrower owed to Bank, of whatever kind and however evidenced,
together with all extensions, renewals, amendments, restatements and
substitutions thereof or therefor (including, without limitation, each Advance
evidenced by this Note or pursuant to the Line of Credit).

     "Person" means an individual, sole proprietorship, partnership, joint
venture, unincorporated organization, corporation, limited liability company,
institution, trust, estate, government or other political subdivision thereof or
any other entity.

     "Prime Rate" means that interest rate established from time to time by Bank
as Bank's Prime Rate, whether or not such rate is publicly announced; the Prime
Rate may not be the lowest interest rate charged by Bank for commercial or other
extensions of credit. Each change in the Prime Rate shall be effective
immediately from and after such change.

     Borrower authorizes any attorney at law at any time or times after the
maturity hereof (whether maturity occurs by lapse of time or by acceleration) to
appear in any state or federal court of record in the United States of America,
to waive the issuance and service of process, to admit the maturity of this Note
and the nonpayment thereof when due, to confess judgment against Borrower in
favor of the holder of this Note for the amount then appearing due, together
with interest and costs of suit, and thereupon to release all errors and to
waive all rights of appeal and stay of execution. The foregoing warrant of
attorney shall survive any judgment, and if any judgment is vacated for any
reason, the holder hereof nevertheless may thereafter use the foregoing warrant
of attorney to obtain an additional judgment or judgments against Borrower.
Borrower agrees that 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 Bank.

                 [Remainder of page intentionally left blank.]




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     JURY TRIAL WAIVER, BORROWER AND BANK WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE BETWEEN BORROWER, AND BANK ARISING OUT OF, IN CONNECTION WITH,
RELATING TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS NOTE OR ANY 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
BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR
COGNOVIT PROVISION CONTAINED IN THIS NOTE, ANY OTHER NOTE OR ANY GUARANTY OF
PAYMENT, AGREEMENT, INSTRUMENT OR DOCUMENT RELATED THERETO.

ADDRESS: 28500 Clemens Rd.              HYLAND SOFTWARE, INC.
        -------------------------
         WESTLAKE, OH
        -------------------------
            44145                       By: /s/ Christopher Hyland
        -------------------------          ----------------------------
                                           Christopher Hyland
                                           Chief Financial Officer


"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."


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