MEDPLUS, INC.
                OPTIMAXX AND STEP2000 SOFTWARE 
                 LICENSE, HARDWARE PURCHASE AND 
                  RELATED SERVICES AGREEMENT

                      Agreement No. Q983001 

This Agreement is made effective as of August 31, 1998 ("Effective 
Date") by and between MedPlus, Inc. (hereinafter "MedPlus"), an 
Ohio corporation with its principal place of business located at 
8805 Governor's Hill Drive, Ste. 100, Cincinnati, Ohio 45249 and 
Quest Diagnostics Incorporated (hereinafter "Quest Diagnostics"), 
a Delaware corporation with its principal place of business 
located at One Malcolm Avenue, Teterboro, New Jersey  07608.

                       W I T N E S S E T H:

WHEREAS, MedPlus directly licenses certain software, Enhancements 
(as defined below), releases and updates thereto and provides 
certain hardware and services related thereto (the "OptiMaxx 
System"); and

WHEREAS, MedPlus sublicenses certain document management and 
workflow software and Enhancements (as defined below), releases 
and updates thereto ("Step2000") licensed to MedPlus by its 
wholly-owned subsidiary Universal Document Management Systems, 
Inc. ("UDMS") and provides application building, interfacing and 
software customization through a subcontract with UDMS (the "UDMS 
Services"); and

WHEREAS, MedPlus provides certain document management analysis and 
related consulting services (the "Consulting Services") through a 
subcontract with its wholly-owned subsidiary FutureCORE, Inc. 
("FutureCORE"); and

WHEREAS, Quest Diagnostics desires to license the software and 
purchase the hardware associated with the OptiMaxx System, license 
Step2000, and purchase the UDMS Services and the Consulting 
Services for use in at least two of its laboratory sites located 
in the United States (all of such sites referred to as the 
"Sites") and desires to have the option to license the software 
and purchase the hardware associated with the OptiMaxx System, 
license Step2000, and purchase the UDMS Services and the 
Consulting Services from MedPlus for use at the remainder of its 
Sites (and/or by other Quest Diagnostics Affiliates, as the case 
may be), and MedPlus desires to provide Quest Diagnostics with 
such products and services; and

WHEREAS, the needs of Quest Diagnostics related to the OptiMaxx 
System, Step2000, the UDMS Services and the Consulting Services, 
including but not limited to pricing, configuration specifications 
and analysis parameters, may vary from Site to Site (the "Site 
Specifics"); and

WHEREAS, for each Site at which Quest Diagnostics desires to use 
the OptiMaxx System, Step2000, the UDMS Services and/or the 
Consulting Services, the parties will execute a Site Technical 
Specification and Pricing Approval Form to which various schedules 
indicating such Site Specifics will be attached (the "Site 
Approval Forms")(an example of a Site Approval Form and related 
schedules is attached as Exhibit A to this Agreement); and

WHEREAS, the parties desire to formalize the general terms and 
conditions governing each Site Approval Form and pursuant to which 
MedPlus will provide Quest Diagnostics with access to the OptiMaxx 
System, Step2000, the UDMS Services and the Consulting Services 
for use at each of the Sites; and

WHEREAS, in exchange for the consideration described herein and 
more specifically on Schedule A to each Site Approval Form, for 
all of the Sites, MedPlus agrees to (1) license the Software (as 
defined below) to Quest Diagnostics for Quest Diagnostics' own 
uses on a non-transferable and non-exclusive basis, (2) sell to 
Quest Diagnostics the Hardware (as defined below), (3) provide to 
Quest Diagnostics service and support with respect to the Software 
and the Hardware and (4) provide to Quest Diagnostics the UDMS 
Services and the Consulting Services.

NOW, THEREFORE, in consideration of the premises and the mutual 
covenants and agreements hereinafter set forth, the parties agree 
as follows:

A. GENERAL DEFINITIONS

The following terms shall be defined herein as follows:

1. "Computer System(s)" means the computer hardware configuration 
at each Site on which Quest Diagnostics has elected to install 
and/or execute the Software from time to time, provided that such 
hardware configuration has a central processing unit that is 
capable of running the Software and is an authorized hardware 
configuration that is supported by MedPlus.  A Computer System 
includes any Hardware (as defined below and as further specified 
on Schedule B to each Site Approval Form) purchased by Quest 
Diagnostics.

2. "Concurrent User" means a single user accessing or logged on to 
the Software at any one time regardless of the Computer System 
being used.  The number of Concurrent Users at each Site shall be 
stipulated on the Software Configuration attached as Schedule C to 
each Site Approval Form.

3. "Consulting Services" means the consulting services to be 
provided by FutureCORE as more specifically described in and in 
accordance with the terms of Addendum 1 hereto.

4. "Documentation" means documentation relating to or describing 
the Software including, but not limited to, user manuals now or 
hereafter provided by MedPlus or by third parties through MedPlus.

5. "Hardware" means the equipment, including the operating system 
embedded therein, to be purchased by Quest Diagnostics from 
MedPlus for use with the Software, as more specifically described 
on Schedule B to each Site Approval Form.

6. "Illicit Code" means any computer instructions commonly known 
as computer viruses, anomalies or any other computer instructions 
which interfere with or prevent Quest Diagnostics from using the 
Software as contemplated by this Agreement, but does not include 
errors or bugs in the Software.

7. "Quest Diagnostics Affiliates" shall include all of Quest 
Diagnostics' affiliates, subsidiaries, joint venture entities in 
which Quest Diagnostics is a partner and parent entities.  

8. "Software" means the executable code of the OptiMaxx System 
software and of Step2000 described on Exhibit A(8) hereto and as 
more specifically described on Schedule C to each Site Approval 
Form.

9. "Software Specifications" means the specifications described in 
MedPlus' written response to Quest Diagnostics' Request for 
Proposal as supplemented and clarified by Exhibit A(8) hereto.

10. "UDMS Services" means application building, interfacing and 
software customization provided by UDMS as more specifically 
described in and in accordance with the terms of Addendum 2 
hereto. 

B.   SOFTWARE LICENSE TERMS AND CONDITIONS

1. Software License Grant.  MedPlus hereby furnishes to Quest 
Diagnostics the Software and Documentation under a perpetual, non-
exclusive and, except to Quest Diagnostics Affiliates or as 
otherwise provided herein, non-transferable license.  The Software 
and the Documentation are furnished solely for Quest Diagnostics' 
own use on the designated Computer System(s) on which the Software 
is installed or such other designated Computer System(s) on which 
the Software is subsequently installed from time to time at 
various Sites in accordance with the terms of this Agreement.

2. Use of the Software.  

2.1  Installation/Configuration/Implementation. MedPlus shall 
provide installation, configuration and implementation services 
with respect to the Software as described on Exhibit B(2) hereto 
and more specifically in the schedules to each Site Approval Form.

2.2  Computer System(s).   The Software may only be accessed on 
the Computer System located at each Site.  If Quest Diagnostics is 
unable to operate the Software on a Computer System at a 
particular Site due to equipment malfunction, the Software may be 
transferred temporarily to another Computer System at such Site 
during the period of equipment malfunction.  However, in no event 
may the Software be reverse compiled, disassembled or otherwise 
reverse engineered.

2.3  Concurrent Users.  The Software may only be accessed on a 
Site's Computer System by the specific number of Concurrent User 
licenses purchased by Quest Diagnostics for that Site.  Upon Quest 
Diagnostics' request, and following an amendment to the Software 
Configuration for the particular Site, the number of Concurrent 
User licenses may be increased for that Site at a cost based on 
MedPlus' then-current license fees. 

3. Enhancements.  During the period(s) that Quest Diagnostics is a 
party to a Service and Support Agreement with MedPlus, MedPlus 
shall distribute to Quest Diagnostics, at no charge, those 
Enhancements to the specific Applications included in the Software 
which are released by MedPlus and/or UDMS, as the case may be, for 
general commercial availability to other similar licensees. 
("Applications" are collections of related features and/or 
functions integrated into executable programs which are accessible 
from the OptiMaxx System main menu).  Specifically, "Enhancements" 
to the Software consist of new or added features or functionality 
to existing Applications of the Software, but do not include (a) 
entirely new Applications or (b) customization or other services 
included in the UDMS Services.  Quest Diagnostics shall have a 
perpetual license hereunder to any and all Enhancements custom-
designed for Quest Diagnostics by MedPlus at MedPlus' then-current 
fees, provided that all proprietary rights in such Enhancements 
shall remain in MedPlus.  MedPlus shall provide installation and 
implementation or training with respect to Upgrades and/or 
Enhancements as indicated on the Service and Support Agreement 
attached as Exhibit D.  If any additional Hardware, additional 
third-party software or hardware or third-party software updates 
to the Computer System are necessary for Quest Diagnostics to gain 
the full benefit of an Enhancement, and such Enhancement is 
required to provide functionality warranted by MedPlus, the cost 
of such additional hardware and/or software shall be borne solely 
by MedPlus.  MedPlus shall not be responsible for the cost of any 
other additional hardware, additional third-party software or 
hardware or third-party software updates to the Computer System, 
including but not limited to those which are required to complete 
any customization requested by Quest Diagnostics or by an increase 
in the number of Concurrent Users by Quest Diagnostics.

4. Software License Fee.  The Software license fee for each Site 
shall be based on the number of Concurrent Users stipulated in the 
Software Configuration attached as Schedule C to the Site Approval 
Form for that Site and shall be calculated as described in Exhibit 
B(4) hereto.

5. Proprietary Rights in Software and Data. 

5.1 Title to and Proprietary Rights in the Software.  No title to 
or ownership in the Software or Documentation is transferred to 
Quest Diagnostics hereby.  Title to and all applicable rights in 
patents, copyrights and trade secrets in the Software and the 
Documentation, including but not limited to the format of screens 
and reports associated with the Software, shall remain in MedPlus 
or third parties from whom MedPlus has obtained rights to license 
the Software or Documentation (which third parties shall be 
considered third party beneficiaries of the license agreement 
contained herein).  Except as may be permitted in writing by 
MedPlus, Quest Diagnostics shall not provide, or otherwise make 
available, the Software or Documentation or copies thereof to any 
third party.

5.2 Copies of Software/Documentation.  Quest Diagnostics may make 
one copy of the Software for archival purposes and one copy for 
back-up purposes.  Quest Diagnostics may make additional copies of 
the Documentation solely for Quest Diagnostics' internal use.  All 
copies of the Software and/or Documentation must include MedPlus' 
and/or UDMS' copyright notice and other proprietary notices and 
legends as indicated thereon and shall be subject to the terms and 
conditions of this Agreement. 

5.3 Permitted Disclosure.  Notwithstanding the above, the 
foregoing shall not prohibit (i) disclosure of the Software to any 
third party (such as an independent contract programmer) who is 
obligated to protect as confidential the Software and MedPlus', 
UDMS' or any third party's proprietary rights therein and who is 
under written contract to Quest Diagnostics for the purpose of 
assisting Quest Diagnostics in the customization, maintenance or 
other use of the Software in a manner not prohibited by this 
Agreement, or (ii) delivery of copies of the Software to any third 
party disaster recovery firm engaged by Quest Diagnostics, in each 
case so long as the applicable third party is informed of and 
bound by an obligation to use the Software under the terms of this 
Agreement. 

5.4 Escrow.  MedPlus and/or UDMS, as the case may be, shall place 
in escrow, and will regularly update, one electronic copy of the 
OptiMaxx System software source code and related documentation and 
the Step2000 source code and related documentation in accordance 
with the Escrow Agreements attached hereto as Exhibits B(5)(a) and 
(b) (the "OptiMaxx Escrow Agreement" and the "Step2000 Escrow 
Agreement").  MedPlus acknowledges that once Quest Diagnostics has 
gained access to either the OptiMaxx System source code or the 
Step2000 source code in accordance with either Escrow Agreement, 
it can modify the source code, or have a third party modify the 
source code on its behalf, to maintain the Software as described 
in and in accordance with this Agreement.  MedPlus acknowledges 
that it cannot terminate either Escrow Agreement without notice to 
Quest Diagnostics and without having entered into an escrow 
agreement with another escrow agent which will give Quest 
Diagnostics substantially similar rights as it has under the 
Escrow Agreement being terminated.

6. Term and Termination of Software License.

6.1 Term of License.  The term of the license granted hereunder 
shall commence upon delivery of the Software by MedPlus to Quest 
Diagnostics and shall continue until terminated, as provided 
herein, or, as to a particular Computer System, until such time as 
Quest Diagnostics discontinues use of the Software on that 
particular Computer System.  Otherwise, this license shall be 
without restriction as to time (the "License Term").

6.2 Termination of License by MedPlus.  MedPlus shall have the 
right to terminate this license if Quest Diagnostics materially 
defaults under these license terms and conditions or breaches the 
terms of paragraph B(10) hereof.  MedPlus shall give written 
notice to Quest Diagnostics of any such breach or default and if 
the breach or default is not remedied, or Quest Diagnostics has 
not initiated action to cure such breach or default, within 30 
days after such notice, the license shall terminate.  

6.3 Disposition of Software Upon Termination.  Quest Diagnostics 
agrees, upon expiration of the License Term, immediately to return 
to MedPlus or destroy the Software and Documentation, and copies 
thereof, as directed by MedPlus and, if requested by MedPlus, to 
certify in writing as to such destruction or return.

7. Software Warranty.  The following warranty information is in 
addition to any service obligations to be provided by MedPlus 
pursuant to the Service and Support Agreement attached as Exhibit 
D.

7.1 Right to License.  MedPlus represents and warrants to Quest 
Diagnostics that MedPlus has, and will throughout the term of this 
Agreement have, all right, title and interest in the Software, or 
has been granted the right by a third party who has the right, 
title and interest in the Software, to license the Software to 
Quest Diagnostics in accordance with terms and provisions of this 
Agreement free from any lien, claim or encumbrance of any third 
party and without violation of any agreements, rights or 
obligations existing between MedPlus and any other party.

7.2 Warranty of Performance/Extended Warranty.  MedPlus warrants 
that (i) for a period of one year from Quest Diagnostics' receipt 
of the OptiMaxx System software, and (ii) for a period of thirty 
days from Quest Diagnostics' receipt of the Step2000 software, 
such software will perform in accordance with the Documentation 
and with the Software Specifications ((i) and (ii) collectively 
the "Software Warranty").  If the Software does not perform in 
accordance with the Software Warranty, then with respect to any 
defect or variation as to which MedPlus is notified by Quest 
Diagnostics during the applicable warranty period, MedPlus shall, 
at its option, either (i) correct such defect or variation so as 
to cause the Software to perform in the manner set forth in the 
Documentation or the Specifications or (ii) replace the Software 
with functionally equivalent software ((i) and (ii) shall be 
referred to as "Corrective Actions").  If the defect or variation 
(i) causes a broad system failure affecting the overall use of the 
OptiMaxx System or problems involving loss of data, and MedPlus 
has failed to take Corrective Action within 30 days of its receipt 
of written notice of such defect or variation from Quest 
Diagnostics, or (ii) affects a material portion of the OptiMaxx 
System, but the OptiMaxx System is still usable and there has been 
no loss of data, and MedPlus has failed to take Corrective Action 
within 180 days of its receipt of written notice of such defect or 
variation from Quest Diagnostics, then the license granted 
hereunder shall terminate with respect to such Site and Quest 
Diagnostics shall receive a repayment of all monies paid to 
MedPlus hereunder for Software and services at such Site (and, if 
Quest Diagnostics desires to return to MedPlus any Hardware 
purchased specifically for use with the OptiMaxx System at such 
Site, the monies paid to MedPlus hereunder for the purchase price 
of that Hardware).  In no event shall MedPlus be required to 
refund monies to Quest Diagnostics for a failure or defect in the 
Software which is immaterial to the functionality of the OptiMaxx 
System unless such failure or defect is not remedied within a 
commercially reasonable time.  The Software Warranty shall only 
apply provided that: (i) the Software has not been modified by 
anyone other than MedPlus or someone authorized in writing by 
MedPlus; (ii) the Computer System on which the Software has been 
installed has not been modified in any way that impairs the 
functioning of the Software; (iii) the Software and the Computer 
System on which it has been installed have been maintained 
according to procedures recommended by the relevant hardware 
manufacturer(s) and/or provided to Quest Diagnostics in writing by 
MedPlus; and (iv) all fees due MedPlus under this Agreement have 
been paid.  Notwithstanding anything contained in this paragraph 
to the contrary, so long as Quest Diagnostics is a party to a 
service and support agreement with MedPlus, the one year and 
thirty day warranty periods during which the Software Warranty 
applies shall each be extended through the first five years of the 
license granted hereunder. 

7.3 Illicit Code Warranty.  During the License Term, MedPlus will 
use commercially reasonable efforts to ensure that the Software is 
free from Illicit Code.

THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, 
IMPLIED OR STATUTORY, WHICH WARRANTIES ARE HEREBY DISCLAIMED, 
EXCEPT THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A 
PARTICULAR PURPOSE.

8. Patent and Copyright Indemnification as to Software.  
Notwithstanding anything herein to the contrary, MedPlus shall 
protect, indemnify, hold harmless and defend any action, suit or 
proceeding brought against Quest Diagnostics insofar as it is 
based on a claim that the products or services delivered hereunder 
infringes any patent, copyright, or any other intellectual 
property of a third party ("Infringement"), provided that MedPlus 
is promptly notified by Quest Diagnostics of the action and given 
full authority, information and assistance (at MedPlus' expense) 
for the defense of the action.  MedPlus shall pay all damages and 
costs awarded therein against Quest Diagnostics, but shall not be 
responsible for any compromise made without its written consent.  
In the event that the products or services provided by MedPlus 
hereunder, or any portions thereof, are held to constitute an 
Infringement, MedPlus shall have the obligation to, at its option 
and expense, (i) modify the product or service without impairing 
in any material respect the functionality or performance thereof 
so that it does not constitute and Infringement, (ii) procure for 
Quest Diagnostics the right to continue to use the infringing or 
violative product or service, or (iii) replace said product or 
service with an equally suitable, non-infringing product or 
service.  If none of the foregoing alternatives is available to 
MedPlus, the license granted hereunder shall terminate and Quest 
Diagnostics shall receive a repayment of all monies paid to 
MedPlus hereunder.  In addition, Quest Diagnostics shall have no 
obligation to make any additional payments to MedPlus for the 
products or services and MedPlus shall accept return of all 
products sold or licensed hereunder at its sole expense once Quest 
Diagnostics has arranged for the continuation of the functions 
performed thereby.  MedPlus' commitment hereunder shall not extend 
to any infringement or claim thereof which is based upon the 
combination of the products or services supplied by MedPlus 
hereunder with products or services not supplied by MedPlus.  

9. Use of Software.  Quest Diagnostics acknowledges and agrees 
that the Software is designed merely to assist Quest Diagnostics 
and its agents in the performance of their professional activities 
and is not intended to replace the professional skill and judgment 
of Quest Diagnostics and/or its agents.  Quest Diagnostics shall 
retain full control over the use of the Software, including input 
of information and analysis thereof, and any modifications or 
enhancements thereto.  Accordingly, except as specifically 
described in the exhibits hereto and in the schedules to each Site 
Approval Form, Quest Diagnostics agrees to be solely responsible 
for Quest Diagnostics' design, repair and configuration of Quest 
Diagnostics' equipment, machinery, systems and/or products. Quest 
Diagnostics understands the crucial nature of all tape backup 
procedures and the importance of maintaining archive discs at an 
off-site location. 

10. Confidential Information.  As used in this Agreement, 
"Confidential Information" of either party shall include the 
computer programs and other programs/modules and may include 
(without limitation) information relevant to computer programs, 
documentation, source code, research, research efforts, product 
development, product plans and timing, intellectual property, 
names and addresses of clients, referring physicians, and patients 
or the design, manufacturing, testing, purchasing, accounting, 
marketing, merchandising and/or service operations of such party's 
business, so long as they are identified by the disclosing party 
as confidential.  Confidential Information shall also include 
patient medical records.  In performing services related to this 
Agreement, MedPlus may have access to patient medical records (the 
"Records").  The Records are Confidential Information and shall 
not be copied, revealed or disclosed in any manner to anyone.  The 
Records are subject to confidentiality laws and requirements 
applicable to medical records, and disclosure of any information 
in the Records would violate the laws.  By soliciting or providing 
services or products hereunder, neither party surrenders any claim 
to or interest in such Confidential Information, nor does the 
other party make or create any claim to them.  The confidentiality 
obligations in this Agreement shall not extend to any item of 
information identified as Confidential Information which is 
disclosed or made available by one party (disclosing party) to the 
other party and received by that other party (receiving party) and 
which:

   (a)  was in the receiving party's possession before receipt 
from the disclosing party;
   (b) is or becomes a matter of public knowledge through no fault 
of the receiving party;
   (c) is rightfully received by the receiving party from a 
rightfully possessing third party without a duty of 
confidentiality;
   (d) is disclosed by the receiving party in accordance with the 
disclosing party's prior written approval; 
   (e) is independently developed by the receiving party without 
access to Confidential Information exchanged hereunder, as 
provable by competent evidence; or  
   (f) is provided or disclosed pursuant to applicable laws, 
regulations or court order.

The parties acknowledge and agree that all Confidential 
Information is confidential and a valuable trade secret which is 
and shall remain the sole property of the disclosing party.  The 
receiving party shall not, during performance under this Agreement 
(and thereafter until the information is no longer confidential), 
reveal, divulge, copy, make known or disseminate in any manner any 
Confidential Information.  Each receiving party represents and 
warrants that it will treat the received Confidential Information 
as it treats its own confidential information and, at a minimum, 
will use safeguards one would reasonably use to prevent 
unauthorized disclosure of the Confidential Information.  The 
parties agree to advise all employees, representatives, and/or 
contractors performing services for them of the terms of this 
paragraph B(10) and shall advise them that they are bound by the 
terms hereof. The obligations of the parties pursuant to the terms 
of this paragraph B(10) shall be in addition to obligations 
described in paragraph B(5) above.

11. Export/Limitations on Dangerous Application.  Quest 
Diagnostics acknowledges that the Software provided hereunder is 
subject to export and import controls.  Quest Diagnostics agrees 
that any Software licensed hereunder will not be exported, 
directly or indirectly, separately or as part of a system, without 
Quest Diagnostics, at its own cost, first obtaining all licenses 
from any applicable government agency of the United States, 
including but not limited to the United States Department of 
Commerce and any other appropriate agency of the United States 
Government as may be required by law.  In addition, Quest 
Diagnostics acknowledges that the Software contains software which 
on its own is not specifically developed or licensed for use in 
any nuclear, aviation, mass transit or medically diagnostic 
application or in any other inherently dangerous application and 
neither MedPlus nor any third party vendor whose software is 
contained in the Software shall be liable for any damages 
resulting from such uses.

12. Year 2000 Warranty.  MedPlus represents and warrants that the 
Software shall be Year 2000 Compliant.  "Year 2000 Compliant" 
means that performance and functionality is not affected by dates 
prior to, during and after January 1, 2000.  Specifically, this 
means that (a) no value for current dates will cause an 
interruption in operation of the Software, (b) date-based 
functionality shall behave consistently for dates prior to, during 
and after January 1, 2000 in all interfaces and data storage, (c) 
the century in any date should be specified explicitly ("CCYY"), 
and (d) the year 2000 must be recognized as a leap year.  

In the event the Software requires a modification to prevent 
MedPlus from being in breach of the foregoing warranty, MedPlus 
represents and warrants to Quest Diagnostics that it will 
immediately assign senior engineering staff to work continuously 
until the Software is returned to the same level of functionality 
as warranted herein at no charge to Quest Diagnostics, and without 
interruption to the ongoing business of Quest Diagnostics, time 
being of the essence.  

In the event MedPlus breaches the foregoing warranty, MedPlus 
shall defend, indemnify and hold harmless (including reasonable 
attorney's fees) Quest Diagnostics, its employees, officers and 
directors against all costs, expenses and liability arising from 
or in connection with such breach and shall provide Quest 
Diagnostics, free of charge, with any new versions and upgrades of 
all Software which prevent or correct a breach of warranty.  In 
addition, a breach of the foregoing warranty will be considered a 
"Producer Default" as defined in the OptiMaxx Escrow Agreement or 
the Step2000 Escrow Agreement, as the case may be, if MedPlus does 
not provide Quest Diagnostics, free of charge, with any such new 
versions and upgrades of all Software which prevent or correct a 
breach of warranty within thirty days of such breach.  

MedPlus' commitment pursuant to this paragraph B(12) shall not 
extend to any failure of the Software to be Year 2000 Compliant 
which is caused by the combination of the Software with software 
not supplied by MedPlus.  In the event of such failure, MedPlus 
will immediately dedicate resources to work continuously until the 
Software is returned to the same level of functionality as existed 
prior to the millenium change.  The cost of any such resources 
shall be borne by Quest Diagnostics.  

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY WHICH MAY BE 
CONTAINED IN THIS AGREEMENT, THERE SHALL BE NO LIMITATION OF 
LIABILITY FOR MEDPLUS' BREACH OF THE FOREGOING WARRANTY.  The 
obligations of this Section shall survive termination of this 
Agreement.  

Quest Diagnostics may have the Software tested for Year 2000 
compliance through Ft. Knox Escrow Services, Inc. in accordance 
with the Escrow Agreements attached hereto as Exhibits B(5)(a) and 
(b). 

C.  HARDWARE PURCHASE TERMS AND CONDITIONS. 

1. Purchase of Hardware.  MedPlus agrees to sell to Quest 
Diagnostics, and Quest Diagnostics agrees to buy from MedPlus, the 
Hardware according to the terms and at the purchase prices 
indicated on Exhibit C(1) hereto and as described on Schedule B to 
each Site Approval Form.  
2. Insurance.  Following Quest Diagnostics' receipt of the 
Hardware, until MedPlus is paid in full for the Hardware, Quest 
Diagnostics shall insure the Hardware against loss or damage by 
insurance carriers and/or with types of insurance which are 
commercially reasonable.
3. Security Interest.  Until MedPlus is paid in full for the 
Hardware, Quest Diagnostics hereby grants to MedPlus a purchase 
money security interest in the Hardware and all additions, 
replacements and proceeds thereof.  A copy of this Agreement may 
be filed with appropriate state, local or other authorities as a 
financing statement in order to perfect MedPlus' security interest 
in the Hardware. (At MedPlus' reasonable request, Quest 
Diagnostics shall sign UCC financing statements or any other 
documentation MedPlus deems reasonably necessary or advisable in 
order to perfect its security interest.)
4. Delivery and Installation.  Delivery and installation of the 
Hardware shall be made in accordance with the following general 
provisions subject to the specific terms of Schedule B to each 
Site Approval Form.  
4.1 Site Preparation.  Prior to shipment of the Hardware, Quest 
Diagnostics shall prepare the location at which the Hardware is to 
be installed at each Site in accordance with installation 
specifications provided by MedPlus based on its pre-installation 
inspection of the Site and recommendations of third party hardware 
manufacturers ("Delivery Specifications") and in accordance with 
the Hardware manufacturers' specifications received by Quest 
Diagnostics.  At Quest Diagnostics' request, MedPlus shall inspect 
a Site following its preparation to ensure that the Site meets all 
Delivery Specifications ("Follow-Up Inspection"). All time 
reasonably expended and expenses reasonably incurred by MedPlus as 
a result of such Follow-Up Inspection shall immediately be billed 
to and payable by Quest Diagnostics.
4.2 Expense of Delivery and/or Installation.  Extraordinary 
expenses associated with delivery and/or installation of the 
Hardware shall be the responsibility of Quest Diagnostics.  For 
purposes of this Section C(4.2), "extraordinary expenses" shall 
mean those expenses which result from the actions or inactions of 
Quest Diagnostics, including but not limited to Quest Diagnostics' 
failure to properly prepare a Site for installation, Quest 
Diagnostics' failure to correctly advise MedPlus as to physical 
parameters of the proposed physical location(s) of the Software 
and/or Hardware, or any other similar substantial expense not 
included in the prices listed on Schedule B to a Site Approval 
Form.  Notwithstanding anything contained in this Section C(4) to 
the contrary, extraordinary expenses associated with delivery 
and/or installation of the Hardware which result solely from 
incorrect Delivery Specifications provided by MedPlus shall be the 
responsibility of MedPlus.
4.3 Cancellation or Rescheduling of Delivery or Installation.  If 
Quest Diagnostics desires to reschedule or cancel shipment of the 
Hardware or any component thereof, Quest Diagnostics shall 
immediately notify MedPlus in writing.  If Quest Diagnostics 
provides MedPlus with less than 45 days written notice of such 
rescheduling or cancellation, then all time reasonably expended 
and expenses reasonably incurred by MedPlus as a result of such 
rescheduling or cancellation shall immediately be billed to and 
payable by Quest Diagnostics, including, but not limited to, any 
penalty imposed by the Hardware manufacturer and/or vendor so long 
as Quest Diagnostics is given written notification of the expenses 
involved at the time of cancellation.
5. Title and Risk of Loss with Respect to Hardware.  Title to and 
risk of loss with respect to the Hardware shall pass to Quest 
Diagnostics on receipt.
6. Hardware Warranty. MedPlus warrants that the Hardware purchased 
hereunder shall be Year 2000 Compliant.  In addition, MedPlus 
shall be responsible for fulfilling all warranties on the 
Hardware, if any, made by the Hardware manufacturer(s), to the 
extent permitted by the Hardware manufacturer(s).  Quest 
Diagnostics acknowledges that, except as otherwise provided in 
this Agreement, warranties and remedies with respect to the 
Hardware are limited to those provided by the Hardware 
manufacturer(s) and MedPlus has not made and does not make any 
representation or warranty, express or implied, as to the 
Hardware.  MedPlus' obligation to fulfill any manufacturer's 
warranty for the Hardware shall be contingent upon proper use of 
the Hardware by Quest Diagnostics and shall apply only if (i) any 
proprietary notices have not been removed from the Hardware, (ii) 
Quest Diagnostics notifies MedPlus immediately of any problem with 
the Hardware and (iii) Quest Diagnostics has paid all amounts owed 
MedPlus by Quest Diagnostics.
THE WARRANTIES CONTAINED IN THIS SECTION C ARE IN LIEU OF ALL 
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WHICH WARRANTIES 
ARE HEREBY DISCLAIMED, INCLUDING THE WARRANTY OF MERCHANTABILITY 
AND FITNESS FOR A PARTICULAR PURPOSE.

7. Additional Hardware.  Additional Hardware requested by Quest 
Diagnostics for use at a particular Site will be furnished by 
MedPlus in accordance with the terms and conditions, including any 
increase in support fees, and upon execution, of an Addendum to 
Schedule B to the Site Approval Form for such Site.  Except as 
expressly set forth in any Addendum, such additional Hardware 
shall be subject to the terms and conditions of this Agreement.
8. Hardware Operation and Limitation of Liability. Quest 
Diagnostics shall be responsible for the operation of the Hardware 
and for the accuracy and adequacy of the data input thereto or 
data derived therefrom.  MedPlus shall be liable for damage to the 
Hardware which is caused directly by the actions or inactions of 
MedPlus.  In no event shall MedPlus be liable for any damages 
whatsoever related to Quest Diagnostics' use of the Hardware, 
including but not limited to consequential damages and/or damages 
related to or resulting from loss of data.  Quest Diagnostics 
understands the crucial nature of all tape backup procedures and 
the importance of maintaining archive discs at an off-site 
location.  
D. MAINTENANCE AND SUPPORT TERMS AND CONDITIONS

1. Support Services.  MedPlus shall provide, and Quest Diagnostics 
agrees to accept, maintenance and support services for the 
Software and the Hardware as more specifically described in the 
Service and Support Agreement attached as Exhibit D hereto.  

2. Support Fees.  In exchange for the support services to be 
provided in accordance with Exhibit D, Quest Diagnostics shall pay 
to MedPlus an annual support fee for each Site (the "Annual 
Support Fee").  The Annual Support Fee for each Site shall equal 
the sum of (a) 16% of the value of the license granted hereunder 
(which value shall be equal to the software license fee paid by 
Quest Diagnostics for its then-current release of the OptiMaxx 
System software and the Step2000 software multiplied by the number 
of Concurrent Users of each then licensed to Quest Diagnostics at 
such Site) and (b) 16% of the total purchase price of the Hardware 
purchased for use at such Site.  Notwithstanding anything 
contained herein to the contrary, the percentages indicated in 
sections (a) and (b) of this paragraph shall be 18% for the first 
year of Annual Support at each Site and 17% for the second year of 
Annual Support at each Site.  MedPlus shall invoice Quest 
Diagnostics for the Annual Support Fee for a particular Site once 
installation at that Site has been completed by MedPlus and "Sign-
Off" requirements have been met.  Each Annual Support Fee will be 
calculated based on the twelve month period beginning February 1 
and ending January 31 ("Fiscal Year").  As such, the initial 
payment for service and support for installations that are 
completed during a Fiscal Year shall be prorated accordingly.

E. PRICING AND PAYMENT TERMS AND EXPENSES.

1. General Payment Terms/Milestones. Quest Diagnostics shall pay 
all license fees, Hardware costs, configuration, installation, 
implementation, project management, training, maintenance, 
enhancement and support fees and all other amounts payable 
pursuant to this Agreement in accordance with the terms and 
conditions described on Exhibit E(1) hereto and the "Sign-Off" 
requirements set forth on Schedule D to each Site Approval Form, 
and in no event later than thirty (30) days from the receipt of 
invoice therefor.  Quest Diagnostics shall provide MedPlus with 
any and all information reasonably requested by MedPlus to 
complete the items necessary for Sign-Off. 

2. Tax Liability.  Quest Diagnostics shall be responsible for and 
shall pay or reimburse MedPlus for any fees, assessments, charges, 
duties and taxes (including, but not limited to, sales or use 
taxes) which may now or later be paid or payable by Quest 
Diagnostics or by MedPlus by virtue of this Agreement or the 
performance of any duty under this Agreement, excluding (i) taxes 
based upon the net income of MedPlus and (ii) non-sales taxes 
imposed on the performance of services hereunder or the payment 
for such services, including withholding of state and federal 
income, unemployment compensation, worker's compensation, Federal 
Insurance Contributions Act and Federal Unemployment Tax Act 
taxes.  Upon receipt of a valid tax exemption certificate from 
Quest Diagnostics, MedPlus will honor the certificate to the 
extent permitted by law.

3. Consulting Services and UDMS Services.  Notwithstanding 
paragraph E(1) above, payment for the Consulting Services and the 
UDMS Services shall be made in accordance with Addenda 1 and 2 
hereto, respectively.

4. Expenses. MedPlus shall be responsible for all ordinary and 
reasonable expenses that it may incur in connection with this 
Agreement, including the Addenda and Exhibits attached hereto.  
Quest Diagnostics agrees, however, to reimburse MedPlus for any 
extraordinary expenses previously approved in writing by Quest 
Diagnostics.  

F. MISCELLANEOUS

1. Termination of Agreement.  Either party shall have the right to 
terminate this Agreement if the other party hereto materially 
defaults hereunder or breaches the terms of paragraph B(10) 
hereof.  The non-breaching party shall give written notice to the 
breaching party of any such breach or default and if the breach or 
default is not remedied, or the breaching party has not initiated 
action to cure such breach or default, within 30 days after such 
notice, this Agreement shall terminate. Upon termination of this 
Agreement, licenses previously granted hereunder shall not 
terminate unless terminated in accordance with section B(6) 
hereof.  Notwithstanding anything contained herein to the 
contrary, Quest Diagnostics shall have no obligation to license 
the Software or purchase the Hardware or Consulting Services for 
additional Sites following completion of installation at the first 
five Sites.

2. Limitation to Actual Damages/Indemnification.  Unless otherwise 
specifically provided herein, except for injury to person or 
property caused directly by an employee, agent or representative 
of a party hereto while on the premises of the other party hereto 
("Injury"), in no event shall either party be liable to the other 
for lost profits, consequential, exemplary, special, indirect, 
incidental, or punitive damages, howsoever arising from its 
performance hereunder and any permitted liability, regardless of 
the form or forum, shall not exceed the total amount paid by Quest 
Diagnostics to MedPlus hereunder or $1,000,000 per incident, 
whichever is greater.  Any liability for Injury, regardless of the 
form or forum, shall not exceed the total amount paid by Quest 
Diagnostics to MedPlus hereunder or $5,000,000 per incident, 
whichever is greater.  MedPlus and Quest Diagnostics shall each 
indemnify, defend and save the other harmless from and against any 
and all losses, claims, suits, damages, liabilities and expenses 
(including, without limitation, reasonable attorneys' fees) based 
upon, arising out of or attributable to any acts or omissions 
arising from such party's performance hereunder or otherwise 
related to this Agreement.  This provision shall survive 
termination of this Agreement.  

3. System Capacity. Quest Diagnostics acknowledges that the 
capacity of each OptiMaxx System (including the Hardware and the 
Software) at a particular Site shall be limited to the number of 
total Concurrent Users and by the magnetic and optical storage 
specifications specifically described on Schedules B and C to the 
Site Approval Form for such Site. 

4. Privileged Data.  Quest Diagnostics acknowledges that it 
accepts full responsibility for complying with Federal, state and 
local laws, rules and regulations concerning use and disclosure of 
privileged data as the laws, rules and regulations may relate to 
any information placed in or stored through use of the Software or 
in the Hardware or related to output from the Hardware.  

5. Payment for Additional Items.  Quest Diagnostics shall be 
responsible for the purchase of all discs, tapes, cables, ribbons, 
forms and other items required for use in conjunction with the 
Hardware and Software.  All such additional items must conform to 
specifications, if any, provided by MedPlus and the Hardware 
manufacturer(s).

6. Assignment. This Agreement is not assignable in whole or in 
party by either party with the prior written consent of the other 
party hereto, which consent shall not be unreasonably withheld.  
Notwithstanding the foregoing, Quest Diagnostics shall be entitled 
to assign this Agreement and its rights hereunder to an affiliate, 
successor or parent corporation upon notice to MedPlus.

7. Notices.  All notices will be said to have been properly given 
hereunder when delivered in person or mailed via certified mail, 
return receipt requested, to:

MedPlus:

MedPlus, Inc.
8805 Governor's Hill Drive, Ste. 100
Cincinnati, Ohio 45249
Attention:  Moira J. Squier, Esq.
Quest Diagnostics:

Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, New Jersey  07608.
Attention:  Chief Information Officer

With a copy to:

Ed Reiher
Quest Diagnostics Incorporated
3 Sterling Drive 
Wallingford, CT  06492

Each party shall inform the other in writing of a change of 
address or contact person.

7. Corporate Authority/Resources.  Each of the parties hereby 
warrants and represents that it has full corporate power and 
authority to enter into this Agreement without the consent of any 
other person, organization or other entity, that this Agreement 
represents the valid and binding agreement of such party 
enforceable in accordance with its terms.  Quest Diagnostics 
represents that it has the financial resources to perform this 
Agreement.

8. Severability.  The invalidity in whole or in part of any 
provision of this Agreement shall not effect the validity of any 
other provision.  In the event that a court of competent 
jurisdiction determines that any part or provision of this 
Agreement is unlawful or unenforceable, then such part or 
provision shall be revised as appropriate to make it lawful and 
enforceable.

9. Amendments and Waiver.  No waiver, alteration or modification 
of any of the provisions of this Agreement shall be binding unless 
in writing and signed by a duly authorized representative of the 
party to be bound thereby.

10. Choice of Law.  The rights and obligations of the parties 
hereto shall be construed under and be governed in all respects by 
the internal laws of the State of New Jersey excluding any 
provisions of law governing conflicts of law.

11. Entire Agreement.  This Agreement, along with all Exhibits and 
addenda hereto and any Site Approval Forms and schedules issued in 
accordance herewith, contains the entire agreement between the 
parties with respect to the subject matter hereof.  All previous 
and collateral agreements, representations, warranties, promises 
and conditions of sale are superseded by this Agreement with the 
exception of the Confidentiality and Non-Disclosure Agreement 
agreed to previously by Quest Diagnostics and MedPlus which shall 
remain in full force and effect.  Any representation, promise or 
condition not incorporated in this Agreement shall not be binding 
on either party.

12. Uncontrollable Circumstances.  If the performance of any part 
of this Agreement by MedPlus or Quest Diagnostics is prevented or 
delayed by acts of civil or military authority, flood, fire, 
epidemic, war or riot, or other acts beyond the reasonable control 
of either party, the party affected shall be excused from such 
performance only during the continuance of any such event; 
provided, however, that if such delay in performance extends for 
more than 60 days, the other party, at its discretion, upon giving 
written notice, may terminate this Agreement.  The arrival of the 
new millenium shall not be considered a force majeure.

13. Independent Contractor.  It is understood that MedPlus' and 
its agents' services hereunder are to be rendered in the capacity 
of an independent contractor of Quest Diagnostics, and that 
neither MedPlus nor its agents are in any respect or under any 
circumstances employees of Quest Diagnostics.  Neither party has 
authority to enter into contracts or assume any obligations for or 
on behalf of the other party or to make any warranties or 
representations for or on behalf of the other party.  

14. Disclosure of Customer Status/Public Representations.  During 
the License Term and thereafter, MedPlus shall not represent 
itself to be owned or controlled by Quest Diagnostics or as 
authorized to represent Quest Diagnostics or to obligate Quest 
Diagnostics with respect to any matters not expressly provided 
herein.  MedPlus may represent to the general public or to any 
person that it is an independent contractor affiliated with Quest 
Diagnostics, and shall do so if reasonably necessary to clarify 
any misunderstanding by the general public of the relationship of 
the parties. In addition, neither party, its employees, agents 
and/or representatives shall not originate any publicity, news 
release, or other public announcement, whether written or oral, 
relating to the terms hereof, to any amendment hereto or to any 
performance hereunder, without the prior written approval of the 
other party hereto. Notwithstanding anything herein to the 
contrary, Quest Diagnostics agrees that MedPlus may disclose to 
third parties the fact that Quest Diagnostics is a client or 
customer of MedPlus.

15. Computer Access Agreements.  MedPlus represents and warrants 
that it and its agents will use Quest Diagnostics' computers and 
all related computer programs only for purposes authorized or 
permitted by Quest Diagnostics hereunder or in writing and take 
appropriate steps to see that they are protected from accidents, 
tampering or unauthorized use or modification.  In addition, 
MedPlus acknowledges that most software purchased or developed for 
use in connection with computers is proprietary and may not be 
copied without permission of the owner; MedPlus agrees to read and 
follow all terms and conditions, including liability notices and 
back-up procedures, that may apply to a software package.  
Furthermore, MedPlus recognizes that information stored on a 
computer and on diskettes must be provided the appropriate level 
of security to prevent unauthorized access to that information and 
that the appropriate level of security will vary from department 
to department.  MedPlus agrees to follow the specific instructions 
regarding the security requirements of a Site, as amended from 
time to time, as provided to MedPlus by Quest Diagnostics or a 
Site.  Finally, MedPlus agrees to report to Quest Diagnostics any 
possible or actual violation of data security that comes to 
MedPlus' attention.

16. Quest Diagnostic's Copyrighted Information.  Use of Quest 
Diagnostics' proprietary information by MedPlus, its employees, 
agents and/or representatives, the copyright of which is owned by 
Quest Diagnostics, does not in any way constitute permission for 
MedPlus to use or reproduce such copyrighted or other material 
except in the specific conduct of business under the terms of this 
Agreement and as requested by Quest Diagnostics.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to 
be executed as of the date first written above.

QUEST DIAGNOSTICS                      MEDPLUS, INC.
INCORPORATED

By:______________________              By:______________________
Name:____________________              Name:____________________
Title:_____________________            Title:_____________________
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