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                                                                    EXHIBIT 10.4

                           LOAN AND LICENSE AGREEMENT

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "****" AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

      AGREEMENT made and entered into this 9th day of May, 1997 (the "Effective
Date") by and among Fiserv, Inc., a Wisconsin corporation ("Fiserv"),
Information Technology, Inc., a Nebraska corporation ("ITI"), and Hyland
Software, Inc., an Ohio corporation ("Hyland").

                                    RECITALS

      A.    ITI and Hyland are parties to that certain Marketing Agreement,
dated January 18, 1994, as amended (the "Marketing Agreement"), pursuant to
which ITI obtained from Hyland certain exclusive marketing rights to the OnBase
Information Management System software products, as more specifically identified
in Exhibit "A" hereto (herein sometimes referred to as the "OnBase Products");
and

      B.    ITI is a wholly owned subsidiary of Fiserv, having been acquired by
Fiserv subsequent to execution of the Marketing Agreement; and

      C.    The parties desire to extend the Marketing Agreement to include
Fiserv and all of its operating divisions and subsidiaries, present and future
(the "Fiserv Companies"); and

      D.    Fiserv, ITI and the other Fiserv Companies (herein sometimes
collectively referred to as the "Licensees") desire to license additional Hyland
software products and to provide to Hyland certain financing.

      NOW, THEREFORE, in consideration of the foregoing Recitals and of the
covenants and promises herein and in the Marketing Agreement contained, the
parties hereto agree as follows:

                                   DEFINITIONS

      "Documentation" means all Hyland technical and operation manuals,
diagrams, schematics, support materials, instruction materials, "help" programs
and related materials and shall further mean and include all explanatory
information, whether in machine-readable form or otherwise, now or hereafter in
the possession, custody and/or control of Licensees, including without
limitation, any design documents, comments, notes, annotations, specifications,
structure diagrams, data-flow diagrams, flow charts and/or other technical
documentation, including any such information as is from time to time modified
by Hyland and incorporated into the Licensed Check Products or Enhancements
thereto.

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      "Enhancement(s)" means any and all revisions, upgrades, refinements,
variations, improvements, changes and/or alterations of any kind which are
incorporated into the Licensed Check Products, API or Source Code of the
Licensed Check Products at any time during the term of this Agreement and all
related Documentation, including without limitation, all enhancements
incorporated into the API. Enhancements shall include source code, together with
complete documentation and support materials for the Licensed Check Products and
all such refinements and modifications.

      "Licensed Check Products" means the Hyland Software Modules and
application program interface ("API") and Source Code for those programs as
specifically identified in Exhibit "C" hereto, including all earlier and later
versions and variations, or which are incorporated from time to time into the
API for this software, or that incorporate components, aspects and functions of
the Licensed Check Products, including all Source Code for the same, whether in
executable object library form or otherwise, and all their Manuals(s) therefor,
all Documentation related thereto, and all Enhancements for the same, together
with all developers' kits and APIs. Any and all Hyland products or software,
whether currently in existence or hereinafter developed or acquired by Hyland
which are not specifically identified in Exhibit "C", but which perform the same
check function as any Licensed Check Product are themselves "Licensed Check
Products."

      "Licensees' Products" shall mean any and all software routines, API's,
applications, interfaces and other programs either developed by, or acquired by
Licensees from third parties, that operate in connection with the Licensed Check
Products, that do not contain, incorporate, or replicate the Licensed Check
Products, in whole or in substantial part, or which were not developed or
authored by Hyland.

                                      TERMS

      1.    Confirmation of Rights to OnBase Products. The parties hereby
confirm and acknowledge that ITI and, pursuant to the provisions of
Section 9.1, Fiserv and the other Fiserv Companies hold the exclusive right to
market the OnBase Products to all present and future users of Licensees'
products and services, directly, or indirectly through a Licensees' client
offering Licensees' products and services.

      2.    Loan. On the Effective Date, Fiserv shall loan to Hyland the
principal sum of One Million Dollars ($1,000,000) (the "Loan") upon the
following terms:

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            2.1   Terms. The Loan shall be for an eighteen (18) month term with
      principal and accrued interest at the prime rate, as defined in and
      published daily by the Wall Street Journal, adjustable monthly on the
      first business day of each month, being payable in full at the conclusion
      of the stated term. The Loan shall be evidenced by a negotiable promissory
      note (the "Note") in the form attached hereto as Exhibit "B" which shall
      be executed by Hyland and delivered to Fiserv on the Effective Date.
      Negotiation of the Note shall be permitted, but only to a Fiserv Company,
      including ITI.

            2.2   Conversion Privilege. At the election of Fiserv or the then
      holder of the Note, where notice of election is made prior to thirty (30)
      days before the date of maturity, the Note, including all outstanding
      principal and interest, may be exchanged for and converted into equity
      securities of Hyland in an amount equal to five percent (5%) of Hyland's
      authorized equity securities on a fully diluted basis. The equity
      securities issued pursuant to this Section 2.2 shall carry with them
      protective rights, at least equal in nature and protection to all other
      equity holders, preventing dilution of the holder's percentage ownership
      interest in Hyland without holder's consent. In the event Fiserv or the
      then Note holder elects conversion of the Note, such conversion shall
      occur effective as of the maturity date of the Note through exchange of
      the Note for share certificate(s) or other securities registered including
      any other instruments necessary to create Licensees 5% ownership interest
      in Hyland in the name of the then holder of the Note. The right to
      conversion granted herein shall be negotiable or assignable only to a
      Fiserv Company, including ITI, along with the Note pursuant to Section
      2.2, but only upon the express written consent of Hyland, which consent
      will not be unreasonably withheld.

      3.    First Right of Refusal. Hyland hereby grants to Fiserv a right of
first refusal covering the sale of Hyland's stock or assets upon the following
terms and conditions:

            3.1   Term. The Term of this First Right of Refusal shall
      commence upon execution of this Agreement and shall extend for a term
      ending on the second anniversary of the Effective Date.

            3.2   Hyland's Obligation. If, at any time during the Term, Hyland
      receives, and desires and is able to accept, a bona fide offer to purchase
      a majority or more of the issued and outstanding capital stock of Hyland
      or a majority or more of the assets of Hyland, Hyland shall forthwith
      provide, on a confidential basis, written notice thereof to

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      Fiserv. Such written notice shall include a copy of the offer to purchase,
      and shall include the name and address of the proposed purchaser(s) and
      all of the conditions relating to the price and terms of purchase. Fiserv
      shall then have fourteen (14) days within which to notify Hyland in
      writing that either (a) Fiserv intends to make an offer of similar terms,
      subject to due diligence not to exceed thirty (30) days, or (b) Fiserv
      declines to exercise its right of first refusal for the proposed
      transaction only.

            3.3   Fiserv's Proposal. If Fiserv elects to make a proposal, such
      proposal shall be made within the thirty (30) days due diligence period
      and Fiserv and Hyland shall thereafter negotiate in good faith the terms
      of the definitive agreement. If, at the conclusion of the twenty (20) day
      period next following the delivery by Fiserv of its proposal, the parties
      have been unable to reach definitive agreement, or if Fiserv declined to
      exercise its right of first refusal, then Hyland shall for a period of
      four (4) months be free to consummate the transaction with the original
      proposed purchaser upon terms not materially different than those
      originally disclosed to Fiserv. Following the expiration of such four (4)
      month term or upon the terms of the proposed transaction being materially
      modified, Fiserv's right of first refusal shall be reinstated for the
      remaining balance of the term.

            3.4   Shareholder Restrictions. Hyland represents and agrees that,
      upon execution of this Agreement, it will enter into corporate agreements
      with John P. Hyland, Sr., John P. Hyland, Jr., Chris Hyland, and Miguel
      Zubizarreta, imposing prohibitions on the ability of any and all of these
      Hyland shareholders, to sell any amount of their shares of Hyland equity
      securities without first affording Fiserv the same right of first refusal
      herein given by Hyland, or to take any action that would avoid, frustrate,
      hinder or impede the First Right of Refusal granted by Hyland to Licensees
      in this Section 3, except, the shareholders are permitted to transfer any
      portion of their shares to family members for estate or tax planning
      purposes, so long as the shares so transferred are subject to the
      prohibitions of this Section. Further, during the term of Fiserv's First
      Right of Refusal, any shareholder may sell or otherwise transfer in the
      aggregate ten percent (10%) or less of their respective shares for any
      purpose without regard to the foregoing prohibition. Hyland will deliver
      copies of any Agreements evidencing the foregoing to Licensees.

      4.    License. For and in consideration of the payment on the Effective
Date by Fiserv to Hyland of the sum of **** Hyland does, at and as of the
Effective

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Date, grant to the Licensees (i) a worldwide exclusive, non-transferable license
in perpetuity to the object and, subject to Section 8.6 hereof, the source code
versions of the Licensed Check Products, with full and exclusive rights to
remarket and sublicense the object code version of the Licensed Check Products
to financial institutions, herein defined as banks, saving & loans, credit
unions, trust companies, and any other depository institution, establishment or
business as is identified in, defined in or falls within Major Group 60, of the
Standard Industrial Classification Manual 1987, and all other institutions,
establishments and businesses where the primary business application using the
Licensed Check products would be the processing of checks similar to a bank, as
opposed to handling of check functions as an ancillary function of another
application such as remittance processing, and (ii) a non-exclusive,
non-transferable license in perpetuity to the object, and subject to Section 8.6
hereof, the source code versions of the Licensed Check Products, with full
rights to remarket and sublicense the object code version of the Licensed Check
Products to non-financial institutions. Subject to the terms and conditions of
this Agreement, Licensees shall have the right to execute remarketing agreements
with third party distributors pursuant to which such distributors shall have a
non-exclusive right to market the object code version of the Licensed Check
Products to end-users, subject, however, to the following conditions:

            4.1   Advanced Check. The Licensees' rights with respect to future
      releases of the Advanced Check software product, as more specifically
      identified in Exhibit "C" hereto, shall be subject to the singular
      exclusion that the current end-user institutions (other than dealers or
      other vendors) of Licensed Check Products specifically identified in
      Exhibit "D" hereto shall be entitled to upgrade to the Advanced Check
      product as commercially released by Licensees as a Private Label product
      directly through their current Hyland Dealer within six (6) months
      following the date of commercial release of the Advanced Check software
      product by Licensees. Licensees shall permit a listed institution's
      current Hyland Dealer to purchase said product for resale to such
      institution based upon a list price not to exceed **** for the Advanced
      Check software product upgrade. Licensees shall be entitled to retain any
      revenues associated with such upgrade sales. Thereafter, any such upgrade
      shall occur solely through the Licensees.

            4.2   Standard Check Processor and Standard Check Statement Print.
      The worldwide license of the Standard Check Processor and Check Statement
      Print software products, as more specifically identified in Exhibit "C"
      hereto, shall be subject to the following additional terms:

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                  4.2.1 Hyland shall use good faith efforts to direct Hyland's
            current remarketers of the Licensed Check Products (Exhibit "E") to
            sublicense the Standard Check Processor and Check Statement Print
            software products from one of the Licensees upon payment to such
            Licensee of its usual charge for such sublicense, and pursuant to
            the agreement terms customarily employed by such Licensee, provided,
            however, if such sublicensing is not practical due to contract
            obligations or other reasonable commercial purposes, and
            sublicensing is provided by Hyland's remarketer, then Hyland shall
            remit all revenue received from Standard Check Processor and Check
            Statement Print directly to Fiserv; and,

                  4.2.2 From and after the Effective Date, and subject to the
            terms and conditions of this Agreement, Hyland shall not enter into
            nor renew any agreements with remarketers, dealers or other vendors
            providing the right to sublicense Standard Check Processor and Check
            Statement Print software products.

            4.3   Use of Name/Private Labeling. The Licensed Check Products are
      acknowledged by Licensees to be and contain Hyland's proprietary
      information and trade secrets. Licensees shall retain or affix to the
      Licensed Check Products and all Enhancements and products incorporating
      the Licensed Check Products such evidences of ownership and copyright or
      proprietary notices as Hyland may reasonably request. To support their
      marketing of the Licensed Check Products, however, Licensees shall be
      entitled to use the name of Hyland and any and all registered trademarks,
      service marks or trade names of Hyland in connection with their promotion
      and licensing of the Licensed Check Products. Hyland agrees that upon
      request of a Licensee it shall "private label" the Licensed Check Products
      using such product names as such Licensee may specify. Hyland shall make
      such modifications as may be reasonable and possible to reflect any such
      Licensed Check Products as a product of such Licensee and to reflect the
      product name selected by such Licensee, subject, always, to Hyland's right
      to include such proprietary notices, copyright notices or the like as are
      necessary to protect the proprietary rights of Hyland in and to the
      Licensed Check Products. Nothing herein contained shall be construed as
      requiring Hyland to remove all screen references to Hyland or the name of
      the Licensed Check Products used by Hyland. The parties intend only that
      any Licensed Check Product which is private labeled be reasonably
      identified with the Licensee. Contemporaneous identification with Hyland
      is permitted and expected.

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      Licensee shall submit to Hyland any and all proposed uses of Hyland's
      tradenames and marks prior to Licensees' commercial use for any and all
      purposes including marketing and promotional materials for Hyland's
      approval, which approval shall not be unreasonably withheld.

            4.4   Use of Products. In addition to the right to market and
      further license the Licensed Check Products, as set forth above, Licensees
      shall have the right to make such uses internal to Licensees as Licensees
      deem reasonably necessary, including without limitation, the right to use
      the Licensed Check Products for demonstration, support and training of
      their current and potential customers. Licensee may develop software
      interfacing to the OnBase and Licensed Check Products for purposes of
      interfacing the OnBase and Licensed Check Products with other products
      owned or marketed by Licensees. Included is the right to access Hyland's
      complete software system, including both the OnBase Products and the
      Licensed Check Products. Any interface developed by a Licensee shall be
      the proprietary and exclusive property of such Licensee. Licensees may
      make such copies of the object code versions of the Licensed Check
      Products as they deem necessary for any permitted activity hereunder and
      for archival purposes. Licensees rights to access and utilize the source
      code for the Licensed Hyland Products shall be specifically limited to
      only the activities specified in Section 8.6 of this Agreement. Nothing in
      this Section shall create any ownership interests or greater rights to
      Licensees to the Licensed Check Products, Enhancements, Documentation
      other than the license granted hereinabove.

            4.5   Other Products. It is understood and agreed by the parties
      hereto that, except as herein expressly provided, nothing in this Section
      4 shall affect the rights of the Licensees to market the OnBase Products,
      nor the rights of other Hyland remarketers to license directly Hyland's
      software products other than the Licensed Check Products. It is further
      understood and agreed that the Licensees shall have the right, in
      perpetuity, to market the OnBase Products as necessary for the successful
      implementation of, and in conjunction with their rights to market the
      Licensed Check Products, at a **** discount off of Hyland's published list
      price, subject, however, to the terms of Section 6 hereof. Such perpetual
      right shall continue notwithstanding the expiration of the stated term of
      or other termination of the Marketing Agreement.

            4.6   Hyland's Intellectual Property Rights. All right, title and
      interest in and to the Licensed Check Products, in

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      whole or in part, in any form, including without limitation all patent,
      copyright, trade secret and all other intellectual and industrial property
      rights in the Licensed Check Products and other Hyland products, and the
      structure, sequence and organization of same, shall belong to Hyland and
      Licensee's sole rights thereto shall be only those rights granted by
      Hyland pursuant to this agreement. ITI and Fiserv (for itself and all
      other Fiserv Companies) further acknowledge that Hyland has and reserves
      the exclusive, worldwide right in perpetuity to protect the Licensed Check
      Products, including it structure, sequence and organization, screens and
      any part thereof, under any laws for the protection of intellectual and
      industrial property, including without limitation, trade secrets,
      trademarks, copyrights, industrial design and patents. The provisions of
      Section 4.4 and 5.1.3 notwithstanding any and all portions of the Licensed
      Check Products that represent developments, software, changes,
      modifications, refinements, alteration, revisions, improvements provided
      by Hyland to Licensees pursuant to this Agreement shall remain the
      intellectual property of Hyland; and Licensees acknowledge that Hyland has
      and reserves the exclusive worldwide right in perpetuity to protect its
      aforesaid intellectual property, including its structure, sequence and
      organization, screens and any part thereof, under any laws for the
      protection of intellectual and industrial property, including, without
      limitation, trade secrets, trademarks, copyrights, industrial designs and
      patents.

            4.7   Licensees' Intellectual Property Rights. All right, title and
      interest in and to any software program, application, routine, API,
      interface or other product, either developed by, or acquired by Licensees,
      excepting those licensed from Hyland under this or prior Agreements or
      developed by Hyland under the terms of this Agreement, or provided to
      Licensees under Section 8.6, but including any revision, upgrade, or
      enhancement to the Licensed Check Product developed by Licensees as
      permitted in Section 8.6 hereof which operate in association with Licensed
      Check Products, in whole or in part, in any form, including without
      limitation all patent, copyright, trade secret and all other intellectual
      and industrial property rights and other Licensees' products, and the
      structure, sequence and organization of same, shall belong to Licensees.
      Hyland further acknowledges that Licensees' have and reserve the
      exclusive, worldwide right in perpetuity to protect Licensees' Products,
      including its structure, sequence and organization, screens and any part
      thereof, under any laws for the protection of intellectual and industrial
      property, including without limitation, trade secrets, trademarks,
      copyrights, industrial design and patents.

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      5.    Responsibilities of Hyland.

            5.1   Maintenance and Support. From and after the Effective Date,
      Hyland shall provide all reasonably required maintenance and support
      services for the Licensed Check Products to the Licensees for a term of
      five (5) years from date of this Agreement. Hyland shall not be
      responsible to provide any direct technical support or other services to
      Licensees remarketers, dealers or customers. Such support and maintenance
      services shall in any event be available by telephone during the hours of
      8:00 a.m. to 8:00 p.m., Eastern time, Monday through Friday, excluding
      holidays, and shall consist of at least the following:

                  5.1.1 Providing, within a reasonable period of time, all
            upgrades, enhancements and changes developed by Hyland for the
            Licensed Check Products, be they major or minor in nature, as Hyland
            develops in the ordinary course of its business, including an
            upgrade for the License Check Product to support an additional
            operating systems if Hyland develops support for such additional
            operating system for its OnBase archiving product, or as a result of
            services performed at the direction of Licensees under Sections
            5.1.3 and 5.1.4 of this Agreement;

                  5.1.2 Providing system documentation for the Licensed Check
            Products regarding definition of the OnBase data base, data base
            tables and security access methods;

                  5.1.3 An API for the Licensed Check Products for Licensees'
            use in customizing the Licensed Check Products for their customers.
            The API shall be developed according to agreed upon specifications
            by the parties, and be updated and enhanced from time-to-time under
            terms and pursuant to schedules as the parties may agree, either as
            a result of Hyland's ordinary course of business, or as part of the
            services performed by Hyland as directed by Licensees under Section
            5.1.4 of this Agreement;

                  5.1.4 Not less than two thousand (2,000) hours per year of
            customized development, including custom features, custom API
            extensions and API integration support; any services that Hyland
            performs at the direction or written request of Licensees for
            upgrades, enhancements, extensions to the API, integration of third
            party products or related services shall be first applied to this
            obligation to provide the annual hours

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            of service, any additional hours to be billed at the rate of ****
            per hour; in the event Licensees in any year during the term of this
            Agreement fail to utilize the 2,000 hours of development services
            offered by Hyland herein, any shortfall shall be carried forward to
            the next annual period and used in such annual period before use of
            the 2,000 hours originally allocated thereto, provided however, any
            unused hours remaining at the end of five years shall be waived by
            Licensees and shall not be carried forward as due to Licensees
            during any subsequent period. For purposes of performing its
            development obligations under this Section, Hyland shall assign
            senior programmers familiar with the structure, sequence, and source
            code for the Licensed Check Products to provide the services
            itemized herein;

                  5.1.5 Reasonable access to the lead developers of the Licensed
            Check Products for emergency assistance on a twenty-four hour, seven
            day a week basis;

                  5.1.6 At least one dedicated technical support representative
            for Licensed Check Products, in accordance with its normal business
            practices; and

                  5.1.7 For purposes of utilizing and directing Hyland's
            performance under this Section 5.1, Licensees shall designate a
            relationship manager who, if requested by Hyland to confirm or
            prioritize requests it receives from Licensees' employees or agents,
            will serve as Licensees' authorized representative to direct the
            development and technical support services Hyland shall provide to
            Licensees under this Agreement. All requests for Hyland development
            and related services under this Agreement shall be made in writing
            to Hyland by Licensees' employees, agents or designated relationship
            manager.

      At the date of this Agreement and thereafter on its annual anniversary,
      Fiserv shall make a non-refundable payment to Hyland of **** per year for
      each of the five (5) years of obligated support hereunder. At the end of
      such five (5) year term, Hyland and Fiserv may renegotiate in good faith
      the terms of ongoing development and support relating to the Licensed
      Check Products. Any other provision hereof notwithstanding, in the event
      Fiserv gains those additional rights to the use of the source code
      pursuant to Section 8.6 hereof, Fiserv may, at its option, discontinue
      payment to Hyland of the annual payments required hereunder for ongoing
      support, in

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      which event Hyland shall no longer be required to provide such support.

            5.2   Training. During the term of this Agreement and thereafter,
      for so long as required by Licensees annual payments pursuant to Section
      5.1, Hyland shall provide training to personnel of Licensees, on the
      following basis:

                  5.2.1 Reasonable initial training shall be provided by Hyland
            at ITI's or Fiserv's offices for all Licensees, for a total period
            of training not to exceed ninety (90) days, which training will be
            provided to Licensees by Hyland on dates to be agreed upon by the
            parties which can occur anytime within twelve (12) months from the
            Effective Date of the Agreement, and all such training being
            provided at the sole cost and expense of Hyland (provided, however,
            ITI or Fiserv shall provide the use of its facilities without charge
            to Hyland);

                  5.2.2 Following completion of the initial training required
            under Section 5.2.1, Hyland shall continue to provide training to
            personnel of Licensees, as reasonably requested by Licensees and at
            times and as reasonably scheduled by the parties, provided, however,
            any reasonable travel, lodging and meal expenses incurred by Hyland
            in performance of such training shall be promptly paid or reimbursed
            to Hyland by Licensees.

            5.3   Updates and Enhancements. Hyland shall provide to Licensees
      and Licensees may provide to their customers who have acquired a
      sublicense for the Licensed Check Products, such updates, releases,
      enhancements and improvements as Hyland may develop or develop for
      Licensees pursuant to Section 5.1. Except as provided in Section 5.1, no
      compensation shall be due to Hyland in respect of such updates, releases,
      enhancements and improvements. During the term of this Agreement, and
      pursuant to Section 5.1.4, Hyland and Licensees, by and through the
      designated relationship manager, shall agree upon a reasonable development
      and support schedule for Hyland upgrades and enhancements to be developed
      by Hyland under 5.1.4 for the Licensed Check Products. Hyland will
      maintain the Licensed Check Products in such a manner as is reasonably
      required to keep it compatible with the system software and hardware
      systems with which they are designed to perform according to the published
      system requirements for the Licensed Check Products by Hyland. Further, if
      Hyland develops support for an additional operating system for its OnBase
      archiving product which is not supported for the Licensed Check

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      products at the date of this Agreement, at no expense to Licensees, Hyland
      will provide Licensees with an upgrade for the License Check Products to
      support such additional operating system.

            5.4   Documentation. Hyland shall provide to Licensees all copies
      necessary of the standard visually readable materials which Hyland has
      published or may publish while this Agreement is in effect for use by
      end-users with the Licensed Check Products. If requested by Licensees,
      Hyland shall also provide to Licensees at cost reasonable supplies of all
      present sales literature prepared and/or used by Hyland in marketing of
      the Licensed Check Products and reasonable supplies of all updates
      thereto.

            5.5   Licensing of Products. Hyland acknowledges and agrees that
      Licensees will license the Licensed Check Products to their customers
      pursuant to their usual forms of license agreements and in accordance with
      the terms of this Section. The Licensed Check Products will be sublicensed
      in the same manner and may be included as a part of the software licensed
      by Licensees pursuant to their normal customs and procedures and subject
      to the following: Licensees may sublicense the Licensed Check Products to
      their remarketers, dealers or end-users of the Licensed Check Products
      provided that the sublicense with such dealer, customer or other user
      meets the requirements of this Section 5.5. The sublicense required by
      this Section 5.5 must be written, and shall provide, in substance, that
      the sublicensee acknowledges that: (i) the sublicensed Licensed Check
      Products cannot be further sublicensed or otherwise transferred by end
      users; (ii) the sublicensed Licensed Check Products is provided "as is"
      with no warranty or maintenance provided by Hyland; and (iii) the
      sublicensee will not decompile, disassemble or reverse engineer any
      sublicensed Licensed Check Products. Licensees shall not enter into any
      agreements or grant any sublicenses which encumber or hinder Hyland's
      proprietary rights to the Licensed Check Products. The sublicense may be
      subject to any other commercially reasonable terms and conditions designed
      to limit Licensees' and/or Hyland's implied or express warranties or
      liability for licensed use of the Licensed Check Products.

            5.6   Maintenance. Licensees will provide their remarketers, dealers
      and customers with, and are free to charge for, such maintenance services
      as they shall from time to time determine. Hyland's responsibilities for
      maintenance is solely as set forth in Section 5.1 hereof.

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            5.7   Notification of Dealers. Hyland and Licensees shall prepare
      and agree upon a notice letter to be sent to, or a provision to be
      incorporated into Hyland's remarketing and dealer agreements, that
      discloses the nature and extent of Licensee's exclusive marketing rights
      to the Licensed Check Products under this Agreement, that Hyland shall use
      in its ordinary course of business with its current, future or successor
      dealers or remarketers.

            5.8   Applicable Restrictions. Except as otherwise provided in
      Section 4 above, from and after the Effective Date, Hyland will not
      directly or indirectly promote, encourage or in any way assist or
      cooperate with its customers and remarketers, both present and future, in
      using Hyland's software products as a check imaging base, for financial
      industry use, which would compete with Licensees rights to the Licensed
      Hyland Software granted herein; provided, however, nothing herein shall
      prevent non-financial institution users of any Hyland software product
      from storing any types of documents, including check images and related
      information.

      6.    Most Favored Customer. For any product or service provided by Hyland
to the Licensees or any of their customers, Hyland shall afford the Licensees
with most favored customer status. If, during the term of this Agreement Hyland
should ever offer the same or a substantially identical product or service to
another Hyland customer upon collective terms more favorable than available to
the Licensees hereunder, then from the time of such offer the Licensees will
also be entitled to purchase the product or service upon the same set of terms
offered to the other Hyland customer.

      7.    Warranties.

            7.1   Licensed Check Products Warranty. Hyland warrants to Licensees
      the Licensed Check Products will perform in accordance with the then
      current Documentation provided by Hyland to Licensees. Hyland further
      warrants that it has the right to authorize the use of the Licensed Check
      Products by Licensees and the further sublicensing thereof by Licensees to
      their customers, all as described in this Agreement. This Agreement is
      neither in breach of nor conflict with the provisions of any agreement or
      arrangement to which Hyland is a party and which relates in any manner to
      the Licensed Check Products or the rights granted to Licensees hereunder.
      HYLAND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE
      WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
      HYLAND'S SOLE OBLIGATION IN THE EVENT THE LICENSED HYLAND SOFTWARE DOES
      NOT PERFORM AS WARRANTED SHALL BE, AT HYLAND'S

                                       13

<PAGE>
                        Confidential Treatment Requested


      DISCRETION, TO USE REASONABLE DILIGENT EFFORTS TO (i) CORRECT ANY DEFECT
      OR BUG IN THE LICENSED HYLAND SOFTWARE FOLLOWING RECEIPT OF NOTIFICATION
      FROM LICENSEES AND DELIVER A REVISION INCORPORATING THE FIX OR (ii)
      REPLACE DEFECTIVE MEDIA WITH LICENSED HYLAND SOFTWARE WHICH PERFORMS AS
      WARRANTED. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THERE ARE NO
      WARRANTIES OR CONDITIONS PROVIDED BY HYLAND, EXPRESS OR IMPLIED, BY
      OPERATION OF LAW, STATUTE, OR OTHERWISE, WITH RESPECT TO THE LICENSED
      HYLAND SOFTWARE OR ANY SERVICE PROVIDED HEREUNDER. NO REPRESENTATION OR
      OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS
      REGARDING PERFORMANCE OF THE LICENSED HYLAND SOFTWARE, WHICH IS NOT
      CONTAINED IN THIS AGREEMENT, SHALL BE BINDING ON HYLAND EXCEPT AS
      EXPRESSLY STATED IN THIS SECTION, HYLAND WILL NOT BE LIABLE FOR ANY BUG,
      ERROR, OMMISSION, DEFECT, DEFICIENCY OR NONCONFORMITY IN ANY PRODUCT OR
      OTHER SOFTWARE.

            7.2   Patent Infringements. If notified promptly in writing of any
      action brought against Licensees alleging that Licensees' sale, use or
      other disposition of the Licensed Check Products infringes any United
      States, Canadian or other patent, copyright or other proprietary right,
      Hyland will defend that action at its expense and will pay the costs of
      damages awarded against Licensees in the action, provided that (i) Hyland
      shall have primary responsibility and control of the defense of any such
      action and all negotiations for its settlement or comprise; (ii) Licensees
      cooperate with Hyland in defense of the action; and (iii) the action does
      not result from the use of the Licensed Check Products for purposes for
      which it was not designed or in combination with software or other
      Products not supplied by Hyland, unless the Licensed Check Products,
      instead of the combination of the Licensed Check Products with the
      software or other Products, is determined to be the cause of the claim.
      Hyland may, at its own expense, and Licensees shall allow Hyland to
      procure for Licensees the right to continue the use of the Licensed Check
      Products as permitted under this Agreement or replace or modify the
      Licensed Check Products so that it becomes non-infringing. Instead of or
      in addition to defending such action or suit, the foregoing provisions to
      the contrary notwithstanding, if the action and/or claim relates to or
      affects in any way Licensees' use of the Licensed Check Products, Hyland
      shall not have the authority or right to settle said action and/or claim
      without first obtaining the prior express written approval of Licensees,
      which approval Licensee may withhold for good cause and/or reasonable
      business concerns.

            7.3   Hyland Warranties. Should any breach relating to the foregoing
      warranties granted to Licensees by Hyland

                                       14

<PAGE>
                        Confidential Treatment Requested


      under this Agreement regarding the Licensed Check Products occur, and such
      Hyland breach is the direct and proximate cause for a claim for breach in
      the warranties granted by Licensees contained in its Agreements with its
      customers, Hyland shall take reasonable steps to correct any actual
      defects in the Licensed Check Products, or, if notified promptly in
      writing of any action brought against Licensees alleging a breach of
      warranty by Licensees of the Licensed Check Product, Hyland will defend
      that action, or the specific portion of the action directly resulting from
      Hyland's breach of its warranty to Licensees under this Agreement, at its
      expense, and will pay the costs of damages awarded against Licensees in
      the action, provided that (i) Hyland shall have primary responsibility and
      control of the defense of any such action and all negotiations for its
      settlement or compromise; (ii) Licensees cooperate with Hyland in defense
      of the action; and (iii) the action does not result from the use of the
      Licensed Check Products for purposes for which it was not designed.
      Nothing in this Section shall extend or create any implied or express
      warranties to Licensees or Licensees' remarketers, dealers and customers
      other than those specifically stated in Section 7.1.

            7.4   Limited Liability. Except for those matters indemnified
      against under Section 7.2 hereof, neither Hyland nor any Licensee shall be
      liable for lost profits or other special, incidental or consequential
      damages arising from any breach of warranty, breach of contract,
      negligence or any other legal or equitable theory even if advised of the
      possibility of such damages.

            7.5   Licensees' Warranties. Fiserv and ITI each warrant that it has
      the right and authority to enter into this Agreement and that it has no
      knowledge of any claim that the Licensees' products, which will be used in
      connection with the Licensed Check Products, infringe any patent or
      copyright or constitutes a misappropriation of any trade secret, and that
      this Agreement is not in conflict with existing agreements of Licensees.
      Fiserv and ITI warrant that any private label tradenames or marks that any
      Licensee directs Hyland to use to customize the Licensed Check Products do
      not infringe on the property rights of third parties.

            7.6   Indemnification by Licensees to Hyland. Licensees agree to
      indemnify and save Hyland harmless from and against any and all claims,
      demands, costs and liabilities (including all reasonable legal fees)
      arising directly or indirectly out of the activities and/or conduct of
      Licensees or claims by any other persons or entities arising from this
      Agreement

                                       15

<PAGE>
                        Confidential Treatment Requested


      whatsoever to the extent that the claims, damages, costs, demands and/or
      liabilities are not demonstrated to have resulted from any direct conduct
      of Hyland or breach of its representations and warranties under this
      Agreement as to the Licensed Check Products and other Hyland products,
      provided, however, nothing in this Section 7.6 shall be construed as
      lessening Hyland's responsibilities under Sections 7.1, 7.2 and 7.3 nor as
      requiring Licensees to indemnify or save Hyland harmless from such
      responsibilities.

      8.    Miscellaneous.

            8.1   Non-Disclosure. ITI and Fiserv acknowledge that the Licensed
      Check Products are the confidential and proprietary property of Hyland.
      Hyland acknowledges the software of ITI and other Licensees with which the
      Licensed Check Products may be marketed is the proprietary and
      confidential property of ITI and such other Licensees. ITI, Fiserv (for
      itself and all other Fiserv Companies) and Hyland agree to take all
      reasonable steps necessary to ensure that neither the Licensed Check
      Products nor any of the software of ITI or any other Licensee nor the
      Documentation for the Licensed Check Products nor any documentation for
      the software of ITI or any other Licensee, nor any portion of any thereof,
      on magnetic tape or disc or in any other form, shall be made available or
      disclosed by Hyland or Licensees or any of their agents or employees to
      any other person, firm or corporation, except as contemplated by this
      Agreement. Disclosure by Licensees or Hyland of the confidential and
      proprietary information of the other to their employees and agents to the
      extent such disclosure is reasonably necessary shall be permitted,
      provided however, that both Hyland and Licensees shall cause their
      employees and agents to observe the non-disclosure covenants set forth
      above. The parties understand that the combination of ideas, procedures,
      processes, systems, logic, coherence and methods of operation embodied
      within a party's programs are trade secret information. Neither Hyland nor
      the Licensees will use any such trade secret information of the other for
      any purpose not expressly authorized by this Agreement or authorized by
      the other party in writing and will not disclose any such trade secret
      information to any third party without prior written consent of the other
      party, except pursuant to a court order or the order of other governmental
      authority of competent jurisdiction. This paragraph shall survive the term
      or termination of this Agreement without limitation as to duration.

            8.2   Additional Confidential Information. In addition to protection
      of the Licensed Check Products, Licensees'

                                       16

<PAGE>
                        Confidential Treatment Requested

      software and any documentation for either, as provided in Section 8.1, the
      parties agree to hold in trust and confidence, to take all reasonable
      steps to avoid publication or disclosure of, and to treat the other
      party's Confidential Information in the same manner as it treats its own.
      For purposes hereof, "confidential information" shall mean all information
      and/or material obtained from, or disclosed by the other party which
      relates to past, present, or future research and development or business
      activities, and which is clearly labeled or identified at the time of
      disclosure as "Confidential Information".

            8.3   Exceptions. For the purpose of Sections 8.1 and 8.2, "trade
      secret information" and "confidential information" shall not include and
      the restrictions of Sections 8.1 and 8.2 shall not apply to:

                  8.3.1 any information which, as of the date hereof, is already
            in the public domain;

                  8.3.2 any information which comes into the public domain other
            than through the acts or omissions of the party entrusted with such
            information hereunder;

                  8.3.3 any information lawfully obtained by a party hereto or
            its licensees from third parties who are not subject to a
            non-disclosure obligation; and

                  8.3.4 any information independently developed by a party or
            its licensees without use of or reference to, in any fashion, the
            trade secret or confidential information of the other party.

            8.4   Cooperation. Hyland, ITI and Fiserv shall from and after the
      execution of this Agreement cooperate one with the other and provide such
      agreements and other documents as may be reasonably required to effectuate
      the purposes and provisions of this Agreement.

            8.5   Legal Relationship. Except as expressly provided herein,
      authorization has not been granted and none is possessed for either
      Hyland, ITI or Fiserv to sign or endorse any other party's name on any
      order, agreement, contract or instrument of any nature, or to contract any
      debt or enter into any obligation, either express or implied, affecting
      the rights or obligations of the other. Nothing in this Agreement shall be
      construed as constituting one party the agent or legal representative of
      the other party for any purpose whatsoever nor shall this Agreement be
      construed as constituting a joint venture or partnership of any kind or
      nature whatsoever. Except as provided herein,

                                       17

<PAGE>
                        Confidential Treatment Requested

      Hyland's right to market the Licensed Check Products, and any other
      software, hardware or firmware remains unrestricted, as does Licensees'
      right to purchase from others.

            8.6   Access to Source Code. Hyland shall provide the Licensees with
      source code for the Licensed Check Products for the specified and limited
      use (i) of complying with terms for source code escrow deposit that
      Licensees may be required to perform as a condition of an agreement with
      its remarketers, dealers or customers, in which case Licensees shall
      submit the proposed source code escrow deposit agreement to Hyland for
      review and approval, which approval will not be unreasonably withheld; and
      (ii) for any purpose to support the rights granted to Licensees under this
      Agreement including but not limited to (a) the development of Licensees'
      applications or third party applications for integration with the Licensed
      Check Products, or (b) for the development of revisions, upgrades or
      enhancements to the Licensed Check Products. Licensees agree that they
      will negotiate in good faith to protect Hyland's rights in each source
      code escrow agreement they are required to enter into with any of its
      Accounts. Licensees shall protect and keep confidential any Hyland source
      code Licensees may obtain under this Section. In no event shall any Hyland
      source code be provided to remarketers, dealers or customers of the
      Licensees. Additionally, the Licensees shall have the right to possess,
      access, and use the source code version of the Licensed Check Products for
      the specific and limited purposes and under the terms and conditions of
      this Agreement in the event of (i) the discontinuance of business
      activities by Hyland for a continuous period of thirty (30) days, (ii) a
      material breach of performance by Hyland regarding its obligations to
      Licensees under Section 5 of this Agreement, where such material breach is
      uncorrected after thirty (30) days from receipt of notice of breach from
      Licensees by Hyland, (iii) the entry of an order for relief against Hyland
      in federal bankruptcy proceedings, or (iv) the filing of involuntary
      bankruptcy proceedings against Hyland where such proceedings are not
      dismissed or otherwise disposed of within ninety (90) days from date of
      filing. Hyland shall, on a schedule to be agreed upon by Hyland and
      Licensees' designated relationship manager, update the source code in its
      possession to keep it current with the then current version of the
      Licensed Check Products. Hyland, may in its discretion, and upon terms and
      conditions it deems necessary to protect its ownership interests in and to
      its intellectual property, provide Licensees, as needed on a case-by-case
      basis, limited and restricted access to the source code for other Hyland
      OnBase products. Nothing in this Section or this Agreement shall be
      construed to

                                       18

<PAGE>
                        Confidential Treatment Requested

      imply or grant to Licensees any right to the access or use of Hyland
      source code other than for the specific purposes stated herein.

      9.    Amendment of Marketing Agreement. The Marketing Agreement is hereby
      amended as follows:

            9.1   Additional Licenses. The Marketing Agreement is hereby
      expanded to include Fiserv and the Fiserv Companies as additional
      licensees thereunder holding all of the rights and privileges and subject
      to all of the obligations of ITI pursuant to the Marketing Agreement.
      Correspondingly, the exceptions to the Marketing Agreement in Section 2.1
      which permit Hyland to market its software to those Hyland dealers
      identified in Exhibit A thereto, is expanded to also include the marketing
      of Hyland Products, other than Licensed Check Products, to those Hyland
      dealers identified in Exhibit "E" attached to this Agreement. Unless the
      context clearly otherwise requires each reference to ITI contained in the
      Marketing Agreement shall be read to include all of the Licensees as
      defined in this Loan and License Agreement. As it pertains to financial
      institutions, Licensees' market is hereby expanded to be worldwide. In the
      event of any conflict between the terms and conditions of any provisions
      or terms of this Section 9 and those contained in the prior Marketing
      Agreement or Amendments thereto, the terms and conditions of this Loan and
      License Agreement shall control.

            9.2   Extended Term. The term of the Marketing Agreement as set
      forth in Section 7.6 thereof is hereby extended until five (5) years from
      the Effective Date of this Loan and License Agreement.

            9.3   New Sections. There is hereby added to the Marketing Agreement
      the following Sections:

                  3.4   Most Favored Customer. For any product or service
            provided by HYLAND to the Licensees or any of their customers,
            HYLAND shall afford the Licensees with most favored customer status.
            If, during the term of this Agreement HYLAND should ever offer the
            same or a substantially identical product or service to another
            HYLAND customer upon collective terms more favorable than available
            to the Licensees hereunder, then from the time of such offer the
            Licensees will also be entitled to purchase the product or service
            upon the same set of terms offered to the other HYLAND customer.

                                       19

<PAGE>
                        Confidential Treatment Requested

                  6.3.1 Licensees other than ITI may submit their forms of
            agreement to HYLAND for approval, which approval shall not be
            unreasonably withheld. Following such approval, the Licensee
            submitting such agreements shall be entitled to use such agreements
            in the sublicensing of the OnBase Products in like manner to ITI's
            use of ITI's agreements.

            9.4   Termination of Exclusivity. The exclusivity of the marketing
      rights for the OnBase Products as set forth in the Marketing Agreement and
      as hereunder extended to Fiserv and the Fiserv Companies shall terminate
      if the Licensees, collectively, fail to promote, in good faith, the OnBase
      Products within their market, provided, however, Hyland shall have first
      provided the Licensees with sixty (60) days advance written notice of the
      alleged deficiencies and the Licensees shall have failed to correct such
      deficiencies within said sixty (60) day period.

Except as herein specifically amended, the Marketing Agreement remains in full
force and effect.

      10.   General.

            10.1  Assignment. This Agreement shall not be assigned by either
      party without the prior written consent of the other party, which shall
      not be unreasonably withheld.

            10.2  Titles. Titles and paragraph headings are for reference
      purposes only and are not be to considered as part of this Agreement.

            10.3  Waiver. No waiver of any breach of any provision of this
      Agreement shall constitute a waiver of any prior, concurrent or subsequent
      breach of the same or any other provisions hereof and no waiver shall be
      effective unless made in writing and signed by an authorized
      representative of the party to be charged therewith.

            10.4  Severability. In the event that any provision of this
      Agreement shall be illegal or otherwise unenforceable, such provision
      shall be severed from this Agreement and the entire Agreement shall not
      fail on account thereof, the balance of this Agreement continuing in full
      force and effect.

            10.5  Notices. Any notice which either party hereto is required or
      permitted to give hereunder shall be addressed to the party to be charged
      therewith at the address set forth below or to such other address as such
      party shall identify in a notice complying with this subsection 10.5 and

                                       20

<PAGE>
                        Confidential Treatment Requested

      shall be given by certified or registered mail. Any such notice shall be
      deemed given on the date of deposit in the mail.

            10.6  Entire Agreement. The parties hereto acknowledge that each
      has read this Agreement, understands it, and agrees to be bound by its
      terms. The parties further agree that this Agreement and any modifications
      made in writing pursuant to it, together with the Marketing Agreement, as
      herein amended, constitute the complete and exclusive expression of the
      terms of the agreement between the parties, and supersede all prior or
      contemporaneous proposals, oral or written, understandings,
      representations, conditions, warranties, covenants, and all other
      communications between the parties relating to the subject matter of this
      Agreement. The parties further agree that this Agreement may not in any
      way be explained or supplemented by a prior or existing course of dealings
      between the parties, by any usage of trade or custom, or by any prior
      performance between the parties pursuant to this Agreement or otherwise.
      No amendment of this Agreement shall be effective unless in writing and
      signed by both of the parties hereto.

            10.7  Governing Law. This Agreement shall be enforced in accordance
      with and governed by the laws of the State of Nebraska.

            10.8  Attorney's Fees. In the event any action or proceeding is
      brought in connection with this Agreement, the prevailing party therein
      shall be entitled to recover its costs and reasonable attorney's fees.

                                       21

<PAGE>
                        Confidential Treatment Requested

      IN WITNESS WHEREOF, the parties have duly executed this Agreement the date
and year first above written.

 FISERV, INC. (for itself and for         INFORMATION TECHNOLOGY, INC.
 all other "Fiserv Companies")

By: /s/ Donald F. Dillon                  By: /s/ Donald F. Dillon
    ------------------------------            ----------------------------------
    Vice Chairman                             Donald F. Dillon,
                                              President

Address: 255 Fiserv Drive                 Address: 1345 Old Cheney Road
         Brookfield, WI 53045                     Lincoln, NE 68512

HYLAND SOFTWARE, INC.

BY: /s/ John P. Hyland Jr.
    ------------------------------
    John P. Hyland Jr.
    Chief Executive Officer

Address: 18500 Lake Road Suite A-50
         Rocky River, OH 44116
                                       22

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                        Confidential Treatment Requested

                                                                     Exhibit "A"

                               ONBASE(R) PRODUCTS

<Table>
<S>                                     <C>
Single User Server License
(OBSUSL)                                OBSUSL is required for each institution
                                        using a standalone version of the OnBase
                                        Database and for each OnBase Database.
                                        Requires a SQL Database.
Multi-User Server License
(OBMSVR)                                OBMSVR is required for each institution
                                        using a network version of an OnBase
                                        Database and for each OnBase Database.
                                        Includes three named OnBase Clients.
                                        Requires a SQL Database.

Internet Server
(OBISVR)                                Includes five concurrent connections.
                                        Additional concurrent seats may be added
                                        using OBCLNT2.

Full Text Indexing Server
(OBFT)                                  This is a per-workstation license which
                                        allows the user to access and populate a
                                        full text indexed database or databases.

Host Application Enable
(OBHOST)                                One OBHOST is required for each
                                        workstation that utilizes the Host
                                        Application Enabler. Requires
                                        OBCLNT1 or OBCLNT2.

MAPI/VIM Mail Services
(OBEML)                                 One OBEML is required for each
                                        customer site sending e-mail from
                                        OnBase to a MAPI or VIM system.
                                        Requires OBCLNT1 or OBCLNT2.

Exception Reports
(OBRPT)                                 OBRPT is required for each
                                        workstation creating exception
                                        reports. Requires OBMSVR or OBSUSL.

Named Client
(OBCLNT1)                               One OBCLNT1 is required for each
                                        named workstation that is accessing
                                        information with the OnBase System.
</Table>



                                       23

<PAGE>
                        Confidential Treatment Requested

<Table>
<S>                                     <C>
                                        OBCLNT1 Clients have full-time
                                        access to the OnBase System.
                                        Multiple OBCLNT1's require OnBase
                                        Network (OBMSVR).

Concurrent Client
(OBCLNT2)                               One OBCLNT2 allows up to five
                                        Clients access to the OnBase System
                                        at the same time. Requires OnBase
                                        Multi-User Server License (OBMSVR).

Standard Cold Processor
(OBCOLD)                                Standard Cold Processor is a 16-bit
                                        single-threaded application that
                                        provides import of cold data into the
                                        OnBase System. This module can be run
                                        as a standalone (includes OBSUSL,
                                        requires a SQL Database) or as part of
                                        an OnBase Network (requires OBMSVR).

Advanced Cold Processor                 Advanced Cold processor is a 32-bit
                                        multi-threaded application that
                                        provides high speed import of cold
                                        data into the OnBase System. It is
                                        designed specifically for the
                                        Windows NT environment on single or
                                        multi-processor servers.

Document Imaging
(OBSCAN)                                OBSCAN is required for each workstation
                                        that is scanning documents via a TWAIN
                                        or Kofax compatible device or
                                        interface. This module can be run as a
                                        standalone (includes OBSUSL, requires a
                                        SQL Database) or as part of an OnBase
                                        Network (requires OBMSVR).

Document Import
(OBDIP)                                 OBDIP is required for each workstation
                                        that is batch importing documents and
                                        indexes into the OnBase System. This
                                        module can be run as a standalone
                                        (includes OBSUSUL, requires a SQL
                                        Database) or as part of an OnBase
                                        Network (requires OBMSVR).
</Table>



                                       24

<PAGE>
<Table>
<S>                                     <C>
Export
(OBEXP)                                 One OBEXP is required for each
                                        workstation exporting data from an
                                        OnBase Database. Requires OBCLNT1 or
                                        OBCLNT2.

CD Mastering
(OBCDMS)                                One OBCDMS is required for each
                                        workstation mastering CDs. Requires
                                        OBEXP and OBCLNT1 or OBCLNT2.

Publishing
(OBCDP)                                 One OBCDP is required for each
                                        publishing workstation. Renewable
                                        annual license based on the number of
                                        media sources produced (i.e. CD-ROM or
                                        optical. Requires OBEXP and a SQL
                                        Database.
</Table>
                                       25
<PAGE>
                        Confidential Treatment Requested

                                                                    Exhibit "B"




$1,000,000                                                    May 9th, 1997


                                PROMISSORY NOTE

     For value received, Hyland Software, Inc., an Ohio corporation ("Maker"),
promises to pay to the order of Fiserv, Inc., a Wisconsin corporation ("Payee")
the principal sum of One Million Dollars ($1,000,000.00), together with all
accrued interest thereon on November 9th, 1998. Interest on the principal sum
shall accrue from the date hereof at a rate equal to the Prime rate, as defined
in and published daily in the Wall Street Journal, published on the date hereof,
which rate shall be adjusted monthly on the first business day of each month to
the Prime rate so published on each such first business day. Payment shall be
made to Payee at 255 Fiserv Drive, Brookfield, WI 53045. Interest shall be
calculated on the basis of a 360-day year for the actual days elapsed.

     The Maker hereby waives presentment, demand of payment, protest, and
notice of non-payment, and any and all other notices and demands whatsoever.
The acceptance by the Payee of security for the performance of the terms and
provisions herein contained shall not in any way affect the liability of the
Maker.

     With the consent of Payee, partial payments, in whole or in part, may be
made and shall be applied first to accrued interest and then to principal. If
not paid when due, this Note shall bear interest at a default rate of Prime (as
hereinabove defined) plus five percent (5%) per annum. Failure by Payee or any
subsequent holder to insist on payment when due shall not be deemed to be a
waiver of such payment on the due date nor on any subsequent date.

     In no event shall interest (including any charge or fee held to be
interest by a court of competent jurisdiction) accrue hereunder in excess of
the highest contract rate allowable by law at the time such indebtedness shall
be outstanding and unpaid, and if, by reason of the acceleration of maturity of
such indebtedness or for any other reason, interest in excess of the highest
legal rate shall be due or paid, any such excess shall constitute and be
treated as a payment on the principal hereof and shall operate to reduce such
principal by the amount of such excess, or if in excess of the principal
indebtedness, such excess shall be waived or refunded to the Maker.





<PAGE>
                                     Page 2


     This Note is given in and shall be interpreted according to the law of the
State of Nebraska. In the event suit is necessary to enforce and collect this
Note, it may be brought in any state or federal court located in the State of
Nebraska. The Maker submits to the jurisdiction of such courts and appoints the
Secretary of State of the State of Nebraska as its agent for service of process.

     The obligations, covenants, waivers, agreements, terms, provisions and
conditions of this Note as well as the obligations arising therefrom bind Maker
and its successors, legal representatives and assigns and inure to the benefit
of Payee and its endorsees, transferees, successors, legal representatives and
assigns.

                                        HYLAND SOFTWARE, INC.,
                                        an Ohio corporation

                                        By: /s/ John P. Hyland, Jr., C.E.O.
                                            -------------------------------
                                        Its: Chief Executive Officer
                                             ------------------------------
<PAGE>
                        Confidential Treatment Requested

                                                                     Exhibit "C"

                       CHECK AND STATEMENT PRINT PRODUCTS

Standard Check Processor
(OBCHECK)
                Standard Check Processor is a 16-bit, single-threaded
                stand-alone application that provides import of check images
                into the OnBase System. This module can be run as a standalone
                (includes OBSUSL, requires a SQL Database) or as part of an
                OnBase Network (requires OBMSVR).

Advanced Check Processor
(CURRENTLY IN BETA STAGE
AND NOT A COMPLETED
COMMERCIAL PRODUCT)

                Advanced Check Processor, a stand-alone application, which is
                presently under development as a planned upgrade and is not
                presently complete, upon commercial release, is designed as a
                32-bit, multi-threaded, server-based application that will
                provide high-speed import of large volumes of check images and
                related items captured (by third party software) on a high-speed
                sorter or similar device into the OnBase System. It is designed
                specifically for the Windows NT environment on single or
                multi-processor servers and works in conjunction with Oracle
                Server running on the same machine. It is designed to handle up
                to 200,000 items per hour (average throughput) on a high-end
                quad-processor server, under normal circumstances. Imported
                items are immediately available to client workstations.

Check Statement Print
(OBSTMT)

                Check Processor Image Statements (Check Statement Print) is a
                stand-alone application that provides production printing of
                check image statements. It requires OnBase Network (OBMSVR and
                Standard or Advanced Cold Processor. For purposes of this
                Agreement, this module shall refer solely to the use of Hyland
                Statement Print connection with

                                       28

<PAGE>
                Standard Check Processor or Advanced Check Processor or any
                associated Hyland Check application.

                                       29
<PAGE>
                        Confidential Treatment Requested

                                                                     Exhibit "D"

<Table>
<S>                      <C>            <C>            <C>       <C>
****                     Chicago        IL             ****      ****
****                     Lakewood       OH             ****      ****
****                     Rising Sun     MD             ****      ****
****                     Oklahoma City  OK             ****      ****
****                     LaCrosse       WI             ****      ****
****                     Simi Valley    CA             ****      ****
****                     Mesquite       TX             ****      ****
****                     Miami          FL             ****      ****
****                     Belton         MO             ****      ****
****                     Atlanta        Ga             ****      ****
****                     Miami          FL             ****      ****
****                     Somerset       PA             ****      ****
****                     Evans City     PA             ****      ****
****                     Finley         ND             ****      ****
****                     Dunkirk        NY             ****      ****
****                     Key Largo      FL             ****      ****
****                     Miami          FL             ****      ****
****                     River Falls    WI             ****      ****
****                     Munich         ND             ****      ****
****                     Eaton          CO             ****      ****
****                     Washington     DC             ****      ****
****                     Downington     PA             ****      ****
****                     San Matco      CA             ****      ****
****                     Chicago        IL             ****      ****
****                     Ellicott       MD             ****      ****
****                     Angola         NY             ****      ****
****                     Baltimore      MD             ****      ****
****                     Belleville     PA             ****      ****
****                     Patten         ME             ****      ****
****                     Elderton       PA             ****      ****
****                     Little Falls   NY             ****      ****
****                     Hoffman        IL             ****      ****
                         Estates
****                     Pendleton      OR             ****      ****
****                     Malone         NY             ****      ****
</Table>

                                       30

<PAGE>
                        Confidential Treatment Requested
                                                                     EXHIBIT "E"


Current Hyland Dealers - Note: Dealers marked with an + indicate banking
activity which included right to sell check products

****                       ****                     ****+
Chicago, IL                St. Louis, MO            Lenexa, Kansas


****                       ****                     ****+
Baton Rouge, Louisiana     Dayton, Ohio             Clearwater, FL


****                       ****                     ****
Ajax Ontario, Canada       Portland, OR             North Canton, Ohio


****                       ****+                    ****
Buffalo, New York          Memphis, Tennessee       Troy, Michigan


****+                      ****                     ****
Irving, Texas              Omaha, Nebraska          Denver, CO


****                       ****                     ****
Caguas, Puerto Rico        Puerto Rico, Mexico      Houston, Texas


****                       ****                     ****
Plano, Texas               Houston, Texas           Hasbrouck Heights, New
                                                    Jersey

****                       ****                     ****
San Jose, California       Lebanon, New Jersey      Jackson, Mississippi


****+                      ****                     ****
Metairie, Louisiana        Salt Lake City, Utah     Galena, Ohio


****                       ****                     ****
Chicago, Illinois          Schaumberg, Illinois     Greenville, North Carolina


****                       ****                     ****
Martinsville, New Jersey   Manhattan, Kansas        Cuyahoga Falls, Ohio


****+                      ****                     ****
Englewood, Colorado        Birmingham, Alabama      Morgantown, West Virginia


****                       ****                     ****
Havertown, Pennsylvania    Arlington, Virginia      Rosemont, Pennsylvania


****                       ****+                    ****+
Parker, CO                 Sullivan, Illinois       Columbus, Ohio


****
Oslo, Norway




                                       31

<PAGE>

                        Confidential Treatment Requested



****                           ****+                         ****+
Euclid, OH                     Maitland, Florida             Omaha, Nebraska

****                           ****                          COMPANIES HOLDING
Hiawatha, Iowa 52233           Sioux Falls, South Dakota     PROPOSED CONTRACTS

****                           ****+                         *****
Austin, TX                     Spring, Texas                 Portland, OR

****                           *****                         ****
Jackson, MS                    Plano, Texas                  Austin, TX

****+                          ****                          ****
Branson, MO 65616              St. Louis, MO                 San Antonio, TX

****                           ****                          ****
Tulsa, Oklahoma                Cleveland, Ohio               Los Angeles, CA

****                           ****                          ****
Havertown, Pennsylvania        Honolulu, Hawaii              LaJolla, CA

****                           ****                          ****
Oklahoma City, OK              Pittsburgh, Pennsylvania      St. Louis, MO

****+                          ****                          ****
Madison Lake, Minnesota        Tampa, Florida                Omaha, NE

****                           ****                          ****
Mountain View, California      Lilburn, Georgia              Kansas City, KS

****                           ****                          ****
Murfreesboro, Tennessee        Marietta, Georgia             Saratoga, WY

****                           ****+
Santiago, Chile                Fargo, ND

****                           ****
Mandan, ND                     Cleveland, Ohio

****                           ****
North Hollywood, California    Denver, Colorado

****                           ****+
Little Rock, AR                Phoenix, Arizona

****+                          ****+
Tampa, Florida \ Dallas, TX    Mosinee, WI

****                           ****
St. Louis, MO                  Hunt Valley, Maryland

****                           ****
Denver, Colorado               Austin, Texas



                                       32