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                                  EXHIBIT 10.4

                              CONSULTANT AGREEMENT

This Consultant Agreement ("this Agreement") is being made and entered into as
of May 31, 2005 (the "Effective Date"), by and between The Reynolds and Reynolds
Company, an Ohio corporation ("Reynolds"), and Dale L. Medford, an individual
("Consultant"). Reynolds wishes to receive the services of Consultant and
Consultant desires and agrees to perform such services for Reynolds. In
consideration of the mutual promises and undertakings set forth hereinafter, the
parties hereby agree as follows:

SERVICES

            Consultant will provide Reynolds with services consistent with those
            of a Chief Financial Officer and Chief Administrative Officer for
            internal purposes of such roles only (the "Initial Services").
            Consultant agrees to provide, if requested, certificates to Reynolds
            Chief Financial Officer, or such interim Chief Financial Officer as
            Reynolds may appoint, in support of the certificates required under
            Rule 13a-14 of the Securities Exchange Act of 1934, as amended. As
            full compensation for the Initial Services, Reynolds will pay to
            Consultant an amount in cash equal to sixty five thousand dollars
            ($65,000) (the "Fee"), for the period beginning on June 1, 2005 and
            ending on June 29, 2005 which shall be payable within thirty (30)
            days following the end of the initial Term.

TERM

      The initial term of this Agreement shall commence on June 1, 2005, and
      shall expire on June 28, 2005. Thereafter, for a retainer amount equal to
      twenty thousand dollars ($20,000) payable on June 29, 2005, Consultant
      agrees to provide telephonic advisory services on demand (the "Retainer
      Services" and, together with the Initial Services, the "Services")) to the
      Consultant's successor, the President and Chief Executive Officer of
      Reynolds and/or other members of senior management of Reynolds relating to
      his prior positions with Reynolds at mutually agreeable times for the
      period beginning on June 29, 2005 and ending on July 28, 2005.

CONFIDENTIALITY

      Except as specifically stated in this Agreement, all information disclosed
      by Reynolds to Consultant pursuant to this Agreement and all related
      information ("Confidential Information") will be in confidence. Consultant
      will not use Confidential Information, except as needed to perform the
      Services, and Consultant will take all reasonable precautions to prevent
      Confidential Information from being disclosed to third parties. Materials
      containing Confidential Information, if removed by Consultant from
      Reynolds' facilities, must be returned to Reynolds upon Reynolds' request.

            The following information will not be considered Confidential
            Information: a) information which is publicly known as of the
            Effective Date; b) information which hereafter becomes publicly
            known, unless as a result of the fault of Consultant; and c)
            information which Reynolds agrees in writing is not confidential.

            In addition, all documents developed by Consultant as a result of
            performing the Services will be transmitted by Consultant only to,
            and will become the exclusive property of, Reynolds and will be
            treated by Consultant as Confidential Information.

LIMITATION ON ACTIONS

      Any claim arising under this Agreement is barred and unenforceable unless
      the party asserting it files an action on such claim within two (2) years
      after that party knew or should have known of the grounds for the claim.

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WARRANTY

      Consultant warrants that he will perform the Services in a professional
      and workerlike manner.

TAXES

      Consultant will have sole responsibility for payment of all federal, state
      and local taxes or contributions imposed or required by law and for filing
      all required tax forms with respect to any amounts paid hereunder.
      Consultant will indemnify and hold Reynolds harmless against any claim or
      liability (including penalties) resulting from Consultant's failure to pay
      such taxes or contributions, or Consultant's failure to file any such tax
      form.

IMPAIRING OBLIGATIONS

      Consultant warrants that Consultant is not presently under, nor will
      Consultant enter into in the future, any agreement or other obligation
      which would in any way prevent, limit or otherwise impair the performance
      of Services for Reynolds or the other obligations of Consultant hereunder.

RELATIONSHIP OF PARTIES

      The relationship of Consultant and Reynolds will at all times be one of
      independent contractors, and neither party will be nor represent
      itself/himself to be an employee, agent, representative, partner or joint
      venturer of the other, nor will either party have the right or authority
      to assume or create any obligation on behalf of or in the name of the
      other or to otherwise act on behalf of the other. Consultant acknowledges
      and agrees that he will remain subject to, and will comply with, the
      reporting obligations of Section 16 of the Securities Exchange Act of
      1934, as amended.

ASSIGNMENT

      All promises and other terms in this Agreement will be binding upon and
      inure to the benefit of the parties hereto; provided, however, that
      neither party may assign this Agreement nor shall Consultant delegate any
      of his duties hereunder.

PERSONNEL ON PREMISES OF OTHER PARTY; IMDEMNIFICATION

      Consultant, while on the premises of or designated by Reynolds, will
      comply with all reasonable rules and regulations established at such
      premises or for employees, as applicable. Consultant will indemnify and
      hold harmless Reynolds, and its officers, agents and employees, from and
      against any and all liability, loss, damage, cost and expense (including
      attorneys' fees) on account of any claim, suit or action arising from the
      performance of the Services by Consultant if Consultant did not act in
      good faith or in a manner he reasonably believed to be in or not opposed
      to the best interests of Reynolds, or arising from any accident, injury,
      or damage caused to any person or to the property of any person during the
      performance of Services or the operation of any motor vehicle, or arising
      from injury (including death) to Consultant or damage to or loss of
      Consultant's property while on the premises of or designated by Reynolds.
      Reynolds will indemnify Consultant from and against any and all liability,
      loss, damage, cost and expense (including attorneys' fees) on account of
      any claim, suit or action arising from the Services; provided, Consultant
      acted in good faith and in a manner he reasonably believed to be in or not
      opposed to the best interests of Reynolds. Any of Consultant's expenses,
      including attorneys' fees, incurred in defending any action, suit or
      proceeding arising from or out of the Services, shall be paid by Reynolds
      in advance of the final disposition of such action, suit or proceeding
      upon the receipt of an undertaking from Consultant to repay such amount if
      it is ultimately determined that Consultant is not qualified to be
      indemnified by Reynolds as set forth in this Section 10.

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WAIVER

      Failure of either party hereto to enforce any of the provisions of this
      Agreement, or of any rights with respect thereto, will not be considered a
      waiver of such provisions or rights, or in any way affect the validity of
      this Agreement. The failure by either party to enforce any of such
      provisions or rights will not prejudice such party from later enforcing or
      exercising the same or any other provisions or rights which it/she may
      have under this Agreement.

14.   INVALIDITY

      If any provision of this Agreement, or any portion thereof, is
      subsequently held to be invalid or unenforceable under any applicable
      statute or rule of law, then that provision or portion notwithstanding,
      this Agreement will remain in full force and effect and such provision or
      portion will be deemed omitted and this Agreement will be construed as if
      such invalid or unenforceable provision or portion had not been contained
      herein.

COMPLETE UNDERSTANDING

      Each party acknowledges that it/he has read this Agreement and agrees that
      it constitutes the complete and exclusive understanding between the
      parties with respect to its subject matter. This Agreement may not be
      modified except by a written instrument executed by each of the parties to
      be charged.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
Effective Date.

THE REYNOLDS AND REYNOLDS COMPANY

By:______________________________________          __________________________
Name:____________________________________          Dale L. Medford
Title:___________________________________

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