FIRST LEASE AMENDMENT

     THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this
31st day of May, 1996, by and between GOVERNOR'S HILL PARTNERS, an
Ohio partnership ("Landlord"), and MEDPLUS, INC., an Ohio
corporation ("Tenant").

                           W I T N E S S E T H:

     WHEREAS, Landlord and Tenant entered into a certain Lease
dated April 24, 1995 (the "Lease"), whereby Tenant leased from
Landlord certain premises consisting of approximately 15,000
square feet of space (the "Original Premises") located in an
office building commonly known as 8805 Governor's Hill; 8805
Governor's Hill Drive, Suite 100, Cincinnati, Ohio  45249; and

     WHEREAS, Landlord and Tenant desire the expand the Original
Premises over the Term of this Lease; and

     WHEREAS, Landlord and Tenant desire to amend certain
provisions of the Lease to reflect such expansion and changes to
the Lease;

     NOW, THEREFORE, in consideration of the foregoing premises,
the mutual covenants herein contained and each act performed
hereunder by the parties, Landlord and Tenant hereby enter into
this Amendment.

     1.  Amendment of Article 1.

          (a)  Commencing July 1, 1996, Section 1.01 of Article 1
of the Lease is hereby amended by substituting Exhibit A-1,
attached hereto and incorporated herein by reference, on which the
Original Premises are illustrated, and an expansion of an
additional 5,000 rentable square feet (the "First Additional
Space") is illustrated, in lieu of Exhibit A attached to the
Lease.

          (b)  Commencing July 1, 1996, Subsections A, B, C, D, E
and K of Section 1.02 of the Lease are hereby deleted and the
following are substituted in lieu thereof:

     A.  Building Name:  8805 Governor's Hill;
          Address:  8805 Governor's Hill Drive, Suite 100 and 220,
          Cincinnati, Ohio  45249;

     B.  Rentable Area:  20,000 square feet;

           Landlord shall use commercially reasonable standards,
consistently applied, in determining the Rentable Area and the
rentable area of the Building.  The Rentable Area shall include
the area within the Leased Premises plus a pro rata portion of     
      the area covered by the common areas within the Building, as
reasonably determined by Landlord from time to time.  Landlord's
determination of Rentable Area made in good faith shall
conclusively be deemed correct for all purposes hereunder,
including without limitation the calculation of Tenant's Building
Expense Percentage and Tenant's Minimum Annual Rent.

     C.  Building Expense Percentage:  14.87%

     D.  Minimum Annual Rent:

           July 1, 1996 - June 30, 1997    $172,500.00;

     E.  Monthly Rent Installments:

          July 1, 1996 - June 30, 1997   $14,375.00;

     K.  Addresses for payments and notices:

           Landlord:          Governor's Hill Partners
                              c/o Duke Realty Limited Partnership
                              8044 Montgomery Road, Suite 600
                              Cincinnati, OH  45236

          With Payments to:   Governor's Hill Partners
                              c/o Duke Realty Limited Partnership
                              8044 Montgomery Road, Suite 600
                              Cincinnati, OH  45236
     
          Tenant:             MedPlus, Inc.
                              8805 Governor's Hill Drive
                              Suite 100
                              Cincinnati, OH  45249

          (c)  Commencing July 1, 1997, Section 1.01 of Article 1
of the Lease is hereby amended by adding an additional 4,419
rentable square feet (the "Second Additional Space") which is
illustrated on Exhibit A-1 attached hereto.

          (d)  Commencing July 1, 1997, Subsections A, B, C, D and
E of Section 1.02 of the Lease are hereby deleted and the
following are substituted in lieu thereof:

     A.  Building Name:  8805 Governor's Hill;
           Address:  8805 Governor's Hill Drive, Suite 100 and 220
           Cincinnati, Ohio  45249;

     B.  Rentable Area:  24,419 square feet;

           Landlord shall use commercially reasonable standards,
consistently applied, in determining the Rentable Area and the
rentable area of the Building.  The Rentable Area shall include
the area within the Leased Premises plus a pro rata portion of 
the area covered by the common areas within the Building, as
reasonably determined by Landlord from time to time.  Landlord's
determination of Rentable Area made in good faith shall
conclusively be deemed correct for all purposes hereunder,
including without limitation the calculation of Tenant's Building
Expense Percentage and Tenant's Minimum Annual Rent.

     C.  Building Expense Percentage:  18.15%

     D.  Minimum Annual Rent:

           July 1, 1997 - June 30, 1998  $234,624.00;

     E.  Monthly Rental Installments:

          July 1, 1997 - June 30, 1998   $19,552.00;

          (e)  Commencing July 1, 1998, Section 1.01 of Article 1
of the Lease is hereby amended by adding an additional 2,239
rentable square feet (the "Third Additional Space") which is
illustrated on Exhibit A-1 attached hereto.

          (f)  Commencing July 1, 1998, Subsections A, B, C, D and
E of Section 1.02 of the Lease are hereby deleted and the
following are substituted in lieu thereof:

     A.  Building Name:  8805 Governor's Hill;
         Address:   8805 Governor's Hill Drive, Suites 100 and 220
         Cincinnati, Ohio  45249;

B.  Rentable Area:  26,658 square feet;

           Landlord shall use commercially reasonable standards,
consistently applied, in determining the Rentable Area and the
rentable area of the Building.  The Rentable   Area shall include
the area within the Leased Premises plus a pro rata portion of the
area covered by the common areas within the Building, as
reasonably determined by Landlord from time to time.  Landlord's
determination of Rentable Area made in good faith shall
conclusively be deemed correct for all purposes hereunder,
including without limitation the calculation of Tenant's Building
Expense Percentage and Tenant's Minimum Annual Rent.

     C.  Building Expense Percentage:  19.82%;

     D.  Minimum Annual Rent:

           July 1, 1998 - June 30, 1999   $258,133.56
           July 1, 1999 - June 30, 2000   $258,133.56
           July 1, 2000 - June 30, 2001   $258,133.56
           July 1, 2001 - June 30, 2002   $258,133.56;

     E.  Monthly Rental Installments:

           July 1, 1998 - June 30, 2002   $21,511.13;

     2.  Incorporation into Section 2.02.  The following shall be
added to Section 2.02 of the Lease:     

          "Tenant has personally inspected the First Additional
Space, Second Additional Space and Third Additional Space and
accepts the same "as is" without representation or warranty by
Landlord of any kind and with the understanding that Landlord
shall have no responsibility with respect thereto."

     3.  Tenant's Representations and Warranties.  The undersigned
represents and warrants to Landlord that (i) Tenant is duly
organized, validly existing and in good standing in accordance
with the laws of the state under which it was organized; (ii) all
action necessary to authorize the execution of this Amendment has
been taken by Tenant; and (iii) the individual executing and
delivering this Amendment on behalf of Tenant has been authorized
to do so, and such execution and delivery shall bind Tenant. 
Tenant, at Landlord's request, shall provide Landlord with
evidence of such authority.

     4.  Examination of Amendment.  Submission of this instrument
for examination or signature to Tenant does not constitute a
reservation or option, and it is not effective until execution by
and delivery to both Landlord and Tenant.

     5.  Definitions.  Except as otherwise provided herein, the
capitalized terms used in this Amendment shall have the
definitions set forth in the Lease.

     6.  Incorporation.  This Amendment shall be incorporated into
and made a part of the Lease, and all provisions of the Lease not
expressly modified or amended hereby shall remain in full force
and effect.

     IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed on the day and year first written above.

                                 LANDLORD:

                                 GOVERNOR'S HILL PARTNERS,
                                 an Ohio partnership
WITNESSES:                              
/s/                              By: /s/ Jeffrey G. Tulloch
____________________________     Jeffrey G. Tulloch
(Printed)                        General Manager     

/s/ 
____________________________
(Printed)                       TENANT:
          
                                MEDPLUS, INC., an Ohio corporation
WITNESSES:
/s/ Jennifer A. Vonasek 
Jennifer A. Vonasek             By:  /s/  Daniel A. Silber
(Printed)                              
/s/ Melissa L. Walker           Printed:  Daniel A. Silber
Melissa L. Walker          
(Printed)                       Title:  Vice President, Finance

STATE OF OHIO       )
                    )     SS:
COUNTY OF HAMILTON  )

     Before me, a Notary Public in and for said County and State,
personally appeared Jeffrey G. Tulloch, by me known and by me
known to be the General Manager of Governor's Hill Partners, an
Ohio partnership, who acknowledged the execution of the foregoing
"First Lease Amendment" on behalf of said partnership.

     WITNESS my hand and Notarial Seal this ______ day of
__________, 1996.

                         /s/ 
                         Notary Public

                         _________________________________
                         (Printed signature)

My Commission Expires:  

My County of Residence:  ________________



STATE OF OHIO          )
                       )     SS:
COUNTY OF HAMILTON     )

     Before me, a Notary Public in and for said County and State,
personally appeared Daniel A. Silber, by me known and by me known
to be the Vice-President, Finance of MedPlus, Inc., an Ohio
corporation, who acknowledged the execution of the foregoing
"First Lease Amendment" on behalf of said corporation.

     WITNESS my hand and Notarial Seal this 31st day of May1996.

                         /a/ Jennifer A. Vonasek
                         Notary Public

                         Jennifer A. Vonasek
                         (Printed signature)

My Commission Expires:  8-18-97

My County of Residence:  Hamilton