AMENDMENT TO AGREEMENT

This AMENDMENT TO AGREEMENT dated as of the 10th day of December, 
1997 (the "Effective Date"), is by and between MEDPLUS, INC., an 
Ohio corporation with its principal offices located at 8805 
Governor's Hill Drive, Cincinnati, Ohio  45249 ("MedPlus") and JAY 
HILNBRAND, an individual residing at 617 Sonora Ct.  Cincinnati, 
OH  45215 ("Hilnbrand"). 

                 W I T N E S S E T H:

WHEREAS, on or before December 31, 1997, Universal Document 
Management Systems, Inc. ("UDMS"), a wholly-owned subsidiary of 
MedPlus, planned to acquire certain CAD software resellers ("CAD 
Resellers") and/or other companies whose business may complement 
that of UDMS which acquisition(s) may occur through mergers by and 
among UDMS and such CAD Resellers (the "Mergers"); and

WHEREAS, concurrent with and/or following the Mergers, UDMS 
planned to conduct an initial public offering of UDMS common stock 
(the "IPO") or a private placement of UDMS common stock (the 
"Private Placement") on or before December 31, 1997; and

WHEREAS, MedPlus, UDMS and Hilnbrand are parties to an Agreement 
of Merger and Plan of Reorganization dated December 14, 1995 (the 
"Merger Agreement"); and

WHEREAS, pursuant to Section 4.7 of the Merger Agreement, MedPlus 
and UDMS jointly agreed not to sell or merge UDMS to or into an 
unaffiliated third party or sell its stock to an unaffiliated 
third party without the prior written consent of Hilnbrand, as 
more specifically described in paragraph 1 hereof (the "Consent"); 
and

WHEREAS, MedPlus and UDMS obtained the Consent and Hilnbrand 
granted the Consent pursuant to the Agreement and subject to the 
terms hereof; and

WHEREAS, due to delays in the IPO process, UDMS now plans to 
conduct the Mergers and the IPO on or before December 31, 1998 
and, as such, the parties have agreed to amend the Agreement to 
extend the  IPO date accordingly.

NOW THEREFORE, in consideration of the foregoing and the mutual 
agreements set forth herein, the parties, intending to be legally 
bound, agree as follows:

1.  Consent.  In exchange for $1.00 plus other good and valuable 
consideration, Hilnbrand hereby irrevocably consents to the 
Mergers.  In addition, in the event UDMS conducts the IPO or the 
Private Placement in conjunction with or following the Mergers, 
Hilnbrand, in his individual capacity, hereby irrevocably 
consents, subject to all of the terms and conditions set forth 
herein, to the IPO or Private Placement, as the case may be.
 
2.  Compensation.  As additional consideration for the Consent, in 
the event the IPO or Private Placement takes place, MedPlus shall 
be obligated (a) to pay to Hilnbrand $10,100 on the effective date 
of the IPO or on the date of the Private Placement, (b) to enter 
into a contract with UDMS pursuant to which MedPlus shall hire 
UDMS as the exclusive provider of design and application building 
work related to Step2000 for any such work requested of MedPlus by 
or on behalf of Quest Diagnostics ("Quest") and Bectin & Dickinson 
("B&D") (including any affiliated entity of either Quest or B&D 
and any entity established by or joint venture between MedPlus and 
either or both of Quest and B&D, or any of their respective 
affiliates) on or before December 31, 2000 (the "Design Contract") 
and (c), in the event MedPlus enters into a license agreement with 
UDMS pursuant to which MedPlus is granted the right to resell or 
sublicense the Step2000 product, to agree to pay UDMS' then-
current reseller rates for such license.  The Design Contract 
shall contain terms and conditions reasonable and standard in the 
design and application building industry for license fees, 
maintenance fees and services and the cost for such fees and all 
services provided thereunder shall be at UDMS' then-current retail 
rates for such fees and services.
 
3.  Miscellaneous.
 
(a)  Severability.  The invalidity or unenforceability of any 
provision of this Agreement shall not affect the validity or 
enforceability of any other provision.

(b)  Successors and Assigns.  This Agreement shall be binding upon 
and inure to the benefit of the parties hereto, the heirs and 
legal representatives of Hilnbrand, and the successors and assigns 
of MedPlus.
 
(c)  No Waivers.  The failure of either party to insist upon the 
strict performance of any of the terms, conditions and provisions 
of this Agreement shall not be construed as a waiver or 
relinquishment of future compliance therewith, and said terms, 
conditions and provisions shall remain in full force and effect.  
No waiver of any term or condition of this Agreement on the part 
of either party shall be effective for any purpose whatsoever 
unless such waiver is in writing and signed by such party.
 
(d)  Modification.  This Agreement may not be changed, amended or 
modified except by a writing signed by both parties.
 
(e)  Notices.  Any notice, request, demand, waiver, consent, 
approval or other communication which is required to be or may be 
given under this Agreement shall be in writing and shall be deemed 
given only if delivered to the party personally or sent to the 
party by registered or certified mail, return receipt requested, 
postage prepaid, or via fax with written confirmation thereof, to 
the parties at the addresses set forth herein or to such other 
address as either party may designate from time to time by notice 
to the other party sent in like manner.
 
(f)  Entire Agreement; Governing Law. This Agreement constitutes 
the entire agreement and understanding between the parties hereto 
with respect to the subject matter hereof and supersedes any prior 
agreements or understandings between MedPlus, UDMS and/or 
Hilnbrand with respect to such subject matter.  This Agreement 
shall be governed by and construed in accordance with the laws of 
the State of Ohio applicable to agreements made and to be 
performed solely within such state.
 
(g)  Consent to Jurisdiction. Each of the parties hereto 
irrevocably submits to the jurisdiction of the state and federal 
courts located in Hamilton County, Ohio with respect to any suit, 
proceeding or action at law or in equity arising out of or 
relating to this Agreement.  

(h)  Headings. The section headings contained in this Agreement 
are for reference purposes only and shall not be deemed to be a 
part of this Agreement or to affect the construction or 
interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be executed as of the day and year first above written.

MEDPLUS, INC.


By: /s/ Philip S. Present II             Agreed and Acknowledged:
Its:  Chief Operating Officer

/s/ Jay Hilbrand                         UNIVERSAL DOCUMENT
   Jay Hilnbrand, individually           MANAGEMENT SYSTEMS, INC.


                                         By: /s/ Daniel Silber
                                         Its: Vice President

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