EMPLOYMENT AGREEMENT

THIS AGREEMENT made and entered into effective as of the 1st day 
of February, 1999 by and between MedPlus, Inc., an Ohio 
corporation (the "Company"), and Timothy McMullen (the 
"Employee").

WHEREAS, the Company desires to employ or continue to employ the 
Employee on certain terms and conditions as set forth herein; and

WHEREAS, the Employee is willing to accept such employment;

NOW, THEREFORE, the parties hereto, in consideration of the mutual 
covenants and promises hereinafter contained, do hereby agree as 
follows:

1.  Employment.  The Company hereby employs or continues to employ 
the Employee in the capacity of Vice President of Sales and 
Marketing or in such other position as the Company may direct or 
desire and Employee hereby accepts the employment, on the terms 
and conditions hereinafter set forth.

2.  Duties.  The Employee's principal duties and responsibilities 
shall include planning and managing the sales and marketing of the 
Company's products and services, and such other duties which may 
be assigned to him from time to time by the Company in connection 
with the conduct of its business.  The Employee shall report to 
the Company's Chief Operating Officer or to such other officer 
designated by the Company from time to time.  Nothing herein shall 
preclude the Company from changing the Employee's title and duties 
if the Company's Board of Directors has concluded in its 
reasonable judgement that such change is in the Company's best 
interests and commensurate with the Employee's skills and 
experience.  Employee agrees to well and faithfully perform and 
discharge such services and duties and hold such offices as may be 
assigned to him from time to time by the Company and to devote 
substantially his full time, energies, and best efforts to the 
performance thereof to the exclusion of all other business 
activities.  In the event the Employee is elected a Director of 
the Company or any subsidiary during the term of this Agreement, 
the Employee agrees to serve in such capacity without further 
compensation.

3.  Term.  The term of employment shall begin on February 1, 1999 
and shall continue for a period of twelve (12) months, unless 
earlier terminated pursuant to the provisions of this Agreement.  
The parties hereto anticipate that within thirty days prior to the 
end of the term of this Agreement, the parties will enter into 
negotiations for renewal of the Employee's employment by the 
Company upon such terms and conditions as may then be agreeable to 
each of the parties.  Each of the parties hereto understands that 
the preceding sentence does not constitute evidence of any 
obligation or agreement, express or implied, on the part of the 
Company or Employee to employ or be employed for any term beyond 
the term set forth in the first sentence of this Section 3. 

4.  Salary and Other Compensation.  As compensation for the 
services to be rendered by the Employee to the Company pursuant to 
this Agreement, the Employee shall be paid the following 
compensation and other benefits:

(a)  Base Salary.  During the term of this Agreement, Employee 
shall be paid at the rate of Thirteen Thousand Three Hundred 
Thirty-Three and 33/100 Dollars ($13,333.33) per month, payable 
monthly in arrears. If the Company records Consolidated Net Income 
(as reported in the Company's quarterly financial statements) for 
any quarter during the term of this Agreement, then, for the 
balance of the term following the quarter in which such 
Consolidated Net Income was recorded, Employee shall receive a 
one-time pay increase totaling $9,600, payable to Employee in 
equal installments on a semi-monthly basis.  Should the Employee 
become disabled, which for purposes of this Subsection means the 
inability because of any physical or emotional illness to perform 
his assigned duties under this Agreement at least forty (40) hours 
per week, the Employee's salary shall be adjusted in the 
proportion which the number of hours the Employee is able to 
perform his assigned duties during a week bears to forty (40).  If 
the Employee, during any period of disability, receives any 
periodic payments representing lost compensation under any health 
and accident policy or under any salary continuation insurance 
policy, the premiums for which have been paid by the Company, the 
amount of salary that the Employee would be entitled to receive 
from the Company during the disability shall be decreased by the 
amounts of such payments.

(b)  Commission.  Employee shall be paid a commission equal to 
1.00% of the gross margin earned by the Company's ChartMaxx and 
OptiMaxx divisions.  The commission shall be paid to Employee in 
accordance with the then current commission payment practices of 
the Company.

(c)  Bonus.  Employee shall be paid a one-time $30,000 bonus if 
the aggregate net revenues (as described in the Company's 
financial statements) for ChartMaxx and OptiMaxx exceeds 
$16,000,000 for fiscal year 2000. 

(d)  Automobile Allowance.  During the term of this Agreement, the 
Company shall pay Employee a $833.33 per month automobile 
allowance in order to reimburse Employee for the expense of 
owning, operating, maintaining and insuring a personal automobile 
for use in performing Employee's duties hereunder. 

(e)  Employee Benefit Plans.  The Employee shall be eligible to 
participate in any profit sharing, retirement, insurance or other 
employee benefit plans maintained by the Company in accordance 
with and subject to the terms of those plans.

5.  Key Man Life Insurance.  The Company, in its discretion, may 
apply for and procure in its own name and for its own benefit, 
life insurance on the life of the Employee in any amount or 
amounts considered advisable by the Company, and the Employee 
shall submit to any medical or other examination, and shall 
execute and deliver any application or other instrument in 
writing, reasonably necessary to effectuate such insurance.

6.  Expenses.  The Company shall pay, or reimburse the Employee, 
for all reasonable and necessary business expenses of the 
Employee, approved by the Company.

7.  Vacation and Leave.  The Employee shall be entitled to the 
same vacation and leave time as the other executive officers of 
the Company.  Officers of the Company may not carry unused 
vacation time from one calendar year to another calendar year.

8.  Non-Disclosure of Confidential Information.  The Employee 
acknowledges that in and as a result of his employment by the 
Company, he will be making use of, acquiring, and/or adding to 
confidential information of a special and unique nature and value 
relating to such matters as the Company's patents, copyrights, 
proprietary information, trade secrets, systems, procedures, 
manuals, confidential reports, and lists of customers (which are 
deemed for all purposes confidential and proprietary), as well as 
the nature and type of services rendered by the Company, the 
equipment and methods used and preferred by the Company's 
customers, and the fees paid by them.  As a material inducement to 
the Company to enter into this Agreement and to pay to Employee 
the compensation stated in Section 4, Employee covenants and 
agrees that he shall not, at any time during or following the term 
of his employment, directly or indirectly divulge or disclose for 
any purpose whatsoever any confidential information that has been 
obtained by, or disclosed to, him as a result of his employment by 
the Company.  In the event of a breach or threatened breach by 
Employee of any of the provisions of this Section 8, the Company, 
in addition to, and not in limitation of, any other rights, 
remedies, or damages available to the Company at law or in equity, 
shall be entitled to a permanent injunction in order to prevent or 
restrain any such breach by the Employee or by Employee's 
partners, agents, representatives, servants, employers, employees, 
family members, and/or any and all persons directly or indirectly 
acting for or with him.

9.  Covenants Against Competition.  The Employee acknowledges that 
the services he is to render are of a special and unusual 
character with a unique value to the Company, the loss of which 
cannot adequately be compensated by damages in an action at law.  
In view of the unique value to the Company of the services of 
Employee because of the confidential information to be obtained by 
or disclosed to Employee, as hereinabove set forth, and as a 
material inducement to the Company to enter into this Agreement 
and to pay to Employee the compensation stated in Section 4, 
Employee covenants and agrees that during Employee's employment 
and for a period of two (2) years after he ceases to be employed 
by the Company for any reason, he will not, except as otherwise 
authorized by this Agreement, compete with the Company or any 
affiliate of the Company, solicit the Company's customers or the 
customers of an affiliate, or directly or indirectly solicit for 
employment any of the Company's employees.  For purposes of this 
Section 9:

(i)  the term "compete" means engaging in the same or any similar 
business as the Company or any of its affiliates in any manner 
whatsoever (other than as a passive investor), including without 
limitation, as a proprietor, partner, investor, shareholder, 
director, officer, employee, consultant, independent contractor, 
or otherwise, within a geographic areas served by the Company or 
any of its affiliates;


(ii)  the term "affiliate" means any legal entity that directly or 
indirectly through one or more intermediaries controls, is 
controlled by, or is under common control with the Company; and

(iii)  the term "customers" means all persons to whom the Company 
or any of its affiliates has sold any product or service, whether 
or not for compensation, within a period of two (2) years prior to 
the time the Employee ceases to be employed by the Company.

10.  Reasonableness of Restrictions.

(a)  The Employee has carefully read and considered the provisions 
of Sections 8 and 9, and, having done so, agrees that the 
restrictions set forth in said Sections, including, but not 
limited to, the time period of restriction and geographical areas 
of restriction are fair and reasonable and are reasonably required 
for the protection of the interests of the Company and its parent 
or subsidiary corporations, officers, directors, shareholders, and 
other employees.

(b)  In the event that, notwithstanding the foregoing, any of the 
provisions of Sections 8 and 9 shall be held to be invalid or 
unenforceable, the remaining provisions thereof shall nevertheless 
continue to be valid and enforceable as though the invalid or 
unenforceable parts had not been included therein.  In the event 
that any provision of Sections 8 or 9 relating to the time period 
and/or the areas of restriction and/or related aspects shall be 
declared by a court of competent jurisdiction to exceed the 
maximum restrictiveness such court deems reasonable and 
enforceable, the time period and/or areas of restriction and/or 
related aspects deemed reasonable and enforceable by the court 
shall become and thereafter be the maximum restriction in such 
regard, and the restriction shall remain enforceable to the 
fullest extent deemed reasonable by such court.

11.  Remedies for Breach of Employee's Covenants of Non-Disclosure 
and Non-Competition.  In the event of a breach or threatened 
breach of any of the covenants in Sections 8 and 9, the Company 
shall have the right to seek monetary damages for any past breach 
and equitable relief, including specific performance by means of 
an injunction against the Employee or against the Employee's 
partners, agents, representatives, servants, employers, employees, 
family members, and/or any and all persons acting directly or 
indirectly by or with him, to prevent or restrain any further 
breach.  In lieu thereof, or should a court refuse for any reason 
to grant equitable relief to prevent continuing breaches of the 
covenants in Sections 8 and 9, the Company shall be entitled to 
liquidated damages equal to fifty percent (50%) of the gross 
amount derived by the breaching party from all transactions in 
breach of said covenants, it being agreed that such amount 
represents the estimated amount of profit the Company could have 
derived if it had transacted the business in question and is not a 
penalty.  The parties understand that the preceding sentence is 
not applicable where no breach of the covenants of Section 8 or 9 
occurs.

12.  Termination.  Employment of the Employee under this Agreement 
will be terminated upon the occurrence of any one or more of the 
following events:

(a)  By the Employee's death.


(b)  If the Employee is Totally Disabled.  For the purposes of 
this Agreement, the Employee will be Totally Disabled if he (1) 
has been declared legally incompetent by a final court decree (the 
date of such decree being deemed to be the date on which the 
disability occurred), (2) receives disability insurance benefits 
from any disability income insurance policy maintained by the 
Company for a period of three (3) consecutive months, or (3) has 
been found to be disabled pursuant to a Disability Determination. 
A "Disability Determination" means a finding that the Employee, 
because of a medically determinable disease, injury, or other 
mental or physical disability, is unable to perform substantially 
all of his regular duties to the Company and that such disability 
is determined or reasonably expected to last at least six (6) 
months.  The Disability Determination shall be based on the 
written opinion of the physician regularly attending the Employee. 
If the Company disagrees with the opinion of this physician (the 
"First Physician"), it may engage at its own expense another 
physician (the "Second Physician") to examine the Employee.  If 
the First and Second Physicians agree in writing that the Employee 
is or is not disabled, their written opinion shall, except as 
otherwise set forth in this Subsection, be conclusive on the issue 
of disability.  If the First and Second Physicians disagree on the 
disability of the Employee, they shall choose a third consulting 
physician (whose expense shall be borne by the Company), and the 
written opinion of a majority of these three physicians shall, 
except as otherwise provided in this Subsection, be conclusive as 
to the Employee's disability.  The date of any written opinion 
conclusively finding the Employee to be disabled is the date on 
which the disability will be deemed to have occurred.  If there is 
a conclusive finding that the Employee is not Totally Disabled, 
the Company shall have the right to request additional Disability 
Determinations, provided it agrees to pay all the expenses of the 
Disability Determinations and does not request an additional 
Disability Determination more frequently than once every two (2) 
months.  In conjunction with a Disability Determination, the 
Employee hereby consents to any required medical examination, and 
agrees to furnish any medical information requested by any 
examining physician and to waive any applicable physician-patient 
privilege that may arise because of such examination.  All 
physicians except the First Physician must be board-certified in 
the specialty most closely related to the nature of the disability 
alleged to exist.

(c)  At the election of either the Employee or the Company without 
cause, upon ninety (90) days written notice; provided however, 
that in the event this Agreement is terminated by the Company 
pursuant to this Subsection 12(c), at the expiration of the 
ninety-day period, Employee shall receive severance pay in the 
amount of three months salary at the Base Salary being paid to 
Employee under Subsection 4(a) at the time written notice of 
termination is given, less any required withholding and 
deductions.

(b)  When the Employee reaches mandatory retirement age under any 
retirement policy applicable to all executive officers adopted by 
the Company.

(e)  By mutual agreement of the Employee and the Company.

(f)  By the dissolution and liquidation of the Company (other than 
as part of a reorganization, merger, consolidation, or sale of all 
or substantially all of the assets of the Company whereby the 
business of the Company is continued).

(g)  By the Company for Just Cause.  For purposes of this 
Agreement "Just Cause" shall mean the following: (i) a conviction 
of or a plea of guilty or nolo contendre by the Employee to a 
felony or misdemeanor involving fraud, embezzlement, theft, or 
dishonesty or other criminal conduct against the Company; (ii) 
habitual neglect of the Employee's duties or failure by the 
Employee to perform or observe any substantial lawful obligation 
of such employment that is not remedied within thirty (30) days 
after written notice thereof from the Company or its Board of 
Directors; or (iii) any material breach of this Agreement by the 
Employee.  Should the Employee dispute whether he was terminated 
for Just Cause, then the Company and the Employee shall enter 
immediately into binding arbitration pursuant to the Commercial 
Arbitration Rules of the American Arbitration Association, the 
cost of which shall be borne by the non-prevailing party.

In the event of termination of this Agreement other than for 
death, the Employee hereby agrees to resign from all positions 
held in the Company, including without limitation any position as 
a director, officer, agent, trustee, or consultant of the Company 
or any affiliate of the Company.  For the purposes of this 
provision, the term "affiliate" has the same meaning as in Section 
9.

13.  Waiver.  A party's failure to insist on compliance or 
enforcement of any provision of this Agreement, shall not affect 
the validity or enforceability or constitute a waiver of future 
enforcement of that provision or of any other provision of this 
Agreement by that party or any other party.

14.  Governing Law.  This Agreement shall in all respects be 
subject to, and governed by, the laws of the State of Ohio.

15.  Severability.  The invalidity or unenforceability of any 
provision in the Agreement shall not in any way affect the 
validity or enforceability of any other provision and this 
Agreement shall be construed in all respects as if such invalid or 
unenforceable provision had never been in the Agreement.

16.  Notice.  Any and all notices required or permitted herein 
shall be deemed delivered if delivered personally or if mailed by 
registered or certified mail to the Company at its principal place 
of business and to the Employee at the address hereinafter set 
forth following the Employee's signature, or at such other address 
or addresses as either party may hereafter designate in writing to 
the other.

17.  Assignment.  This Agreement, together with any amendments 
hereto, shall be binding upon and shall inure to the benefit of 
the parties hereto and their respective successors, assigns, heirs 
and personal representatives, except that the rights and benefits 
of either of the parties under this Agreement may not be assigned 
without the prior written consent of the other party.

18.  Amendments.  This Agreement may be amended at any time by 
mutual consent of the parties, provided, however, that no such 
amendment shall be valid or enforceable unless in a writing signed 
by the Company and the Employee.

19.  Applicability of Invention and Non-Disclosure Agreement.  
This Employment Agreement is supplemented by that certain 
Invention and Non-Disclosure Agreement of even date herewith 
between the Company and the Employee, a copy of which is attached 
hereto as Schedule A and made a part hereof.  These two documents 
contain the entire agreement and understanding by and between the 
Employee and the Company with respect to the employment of the 
Employee with the Company and supersedes and merges all prior 
proposals, understandings and all other agreements, oral or 
written between the parties.  No representations, promises, 
agreements, or understandings, written or oral, with respect to 
such employment not contained in these two documents shall be of 
any force or effect.

20.  Headings.  The various headings in this Agreement are 
inserted for convenience only and are not part of the Agreement.

IN WITNESS WHEREOF, the Company and Employee have duly executed 
this Agreement as of the day and year first above written.

MEDPLUS, INC., Company:           Timothy McMullen, Employee:


By:____________________	          ____________________
Richard A. Mahoney, President     Timothy McMullen

Address for Notice Purposes:      Address for Notice Purposes:    
    8805 Governors Hill Drive     8557 Twilight Tear Lane
    Cincinnati, OH 45249          Cincinnati, OH 4524

                             SCHEDULE A

INVENTION AND NON-DISCLOSURE AGREEMENT

This Agreement made and entered into effective as of the 1st day 
of February, 1999 by and between MedPlus, Inc., an Ohio 
corporation (hereinafter called the "Company," which term includes 
any parent or subsidiary corporation as defined in Section 425 of 
the Internal Revenue Code), and Timothy McMullen (hereinafter 
called "Employee").

In consideration of the employment or continued employment of 
Employee by the Company and for other good and valuable 
consideration, the parties hereto agree as follows:

1.  Disclosure of Inventions to Employer.  For the purpose of this 
Agreement, the word "invention" shall include, but not be limited 
to, the following: any discovery, idea, device, process, design, 
development, improvement, conception, concept, application, 
technique, or invention whether patentable or not, and whether 
reduced to practice or not; provided, however, that any invention 
as so defined, conceived or made by Employee after termination of 
employment with the Company, shall not be deemed to be within this 
Agreement if it is not within the scope of the Company's business, 
research, and investigations, or resulting from or suggested by 
any of the work Employee has performed or may perform for the 
Company.  Employee will forthwith communicate to the President of 
the Company (or such other individual as the President may 
designate from time to time) a full and complete disclosure of 
each and every invention conceived or made by Employee whether 
solely or jointly with others (a) while in the employ of the 
Company, whether or not while actually engaged in the Company's 
affairs, and (b) within two years subsequent to termination of the 
employment for any reason.

2.  Assignment of Inventions.  Employee agrees to assign and 
transfer to the Company, without any separate remuneration or 
compensation other than the wages or salary received or 
compensation paid to Employee from time to time in the course of 
his employment by the Company, his entire right, title, and 
interest in and to all inventions conceived or made by Employee, 
together with all United States and foreign patent rights and any 
other legal protection in and with respect to any and all such 
inventions, (a) while in the employ of the Company, whether or not 
while Employee is actually engaged in the Company's affairs, or 
(b) within two years subsequent thereto and as a direct or 
indirect result of such employment.  Upon request by the Company, 
Employee agrees to execute, and deliver all appropriate patent 
applications for securing all United States and foreign patents on 
all such inventions, and to do, execute, and deliver any and all 
acts and instruments that may be necessary or proper to vest all 
such inventions and patents in the Company or its designee, and to 
enable the Company or its designee to obtain all such letters 
patent.  Employee agrees to render to the Company or its designee 
all such assistance as may be required in the prosecution of all 
such patent applications and applications for the reissue of such 
patents and in the prosecution or defense of all interferences 
which may be declared involving any of said patent applications or 
patents.  Employee further agrees not to contest the validity of 
any patent, United States or foreign, which is issued to the 
Company or its designee, on which Employee made any contribution, 
or in which Employee participated in any way, and not to assist 
any other party in any way in contesting the validity of any such 
patent.  Employee further agrees that the obligations and 
undertakings stated in this Section 2 shall continue beyond the 
termination of his employment by the Company, but if Employee 
shall be called upon to render such assistance after the 
termination of his employment, Employee shall be entitled to a 
fair and reasonable per diem fee in addition to reimbursement of 
any expenses incurred at the request of the Company.

3.  Prior Inventions.  As a matter of record, Employee may include 
a complete list of inventions made by him prior to the date of 
employment by the Company as an appendix to this Agreement.  Only 
those inventions so listed shall be deemed to be excluded from the 
terms and conditions of this Agreement.

4.  Unauthorized Disclosure.  Except in connection with regularly 
assigned duties for the Company, Employee agrees that he will not, 
without prior written approval of the President (or such other 
person as the president may designate from time to time), divulge 
or disclose to anyone outside of the Company, whether by private 
communication or by public address or publication, or otherwise, 
any invention or any specification, technical or engineering data, 
or report, or any other information relating to the business or 
affairs of the Company, and will not during his employment by the 
Company or at any time thereafter disclose or use for his own 
benefit such information or any trade secrets or confidential 
information pertaining to any of the business of the Company or 
any of its clients, customers, consultants, licensees, or 
affiliates, whether or not such information or trade secrets were 
acquired while Employee was engaged in the Company's affairs and 
regardless of by whom such information or trade secrets were 
generated, either by the Company or by the Employee or others in 
the employ of the Company.  All copies of any such information, 
however and wherever produced, shall be and remain the sole 
property of the Company and shall not be removed from the premises 
or custody of the Company without prior written consent or 
authorization of the President of the Company (or such other 
person as the President may designate from time to time).

5.  Remedies for Breach.  Employee expressly recognizes that any 
breach of this Agreement by him is likely to result in irreparable 
injury to the Company and agrees that the Company shall be 
entitled, if it so elects, to institute and prosecute proceedings 
in any court of competent jurisdiction, either in law or in 
equity, to obtain damages for any breach of this Agreement, or to 
enforce the specific performance of this Agreement by Employee, or 
to enjoin Employee from activities in violation of this Agreement.


6.  Modification.  This instrument contains the entire Agreement 
of the parties with respect to the subject matter contained herein 
and may be altered, amended, or superseded only by an agreement in 
writing, signed by the party against whom enforcement of any 
waiver, change, modification, extension, or discharge is sought.  
No action or course of conduct shall constitute a waiver of any of 
the terms and conditions of this Agreement, unless such waiver is 
specified in writing, and then only to the extent so specified.  A 
waiver of any of the terms and conditions of this Agreement on one 
occasion shall not constitute a waiver of the other terms and 
conditions of this Agreement, or of such terms and conditions on 
any other occasion.

7.  Notices.  Any notice required or permitted to be given under 
this Agreement shall be sufficient if in writing and if mailed to 
the party to whom such notice is given at the address of such 
party hereinafter set forth or at such other address as such party 
may provide in writing from time to time.  Any such notice mailed 
to such address shall be effective when deposited in the United 
States mail, duly addressed and with first class postage prepaid. 
 Such notice may, but need not, be by certified mail, return 
receipt requested.

8.  Assignment.  This Agreement shall be binding upon and shall 
inure to the benefit of Employee, without regard for the duration 
of his employment by the Company or the reasons for the cessation 
of such employment, and upon the administrators, executors, heirs, 
and assigns of Employee and shall be binding upon and shall inure 
to the benefit of the successors and assigns of the Company, its 
subsidiaries, and affiliates.

9.  Governing Law.  The validity, interpretation and performance 
of this Agreement shall be governed and construed by the laws of 
Ohio.

10.  Severability.  The invalidity or unenforceability of any 
provision in this Agreement shall not in any way affect the 
validity or enforceability of any other provision and this 
Agreement shall be construed in all respects as if such invalid or 
unenforceable provision had never been in the Agreement.

11.  References to Gender and Number Terms.  In construing this 
Agreement, feminine or neuter pronouns shall be substituted for 
those masculine in form and visa versa, and plural terms shall be 
substituted for singular and singular for plural in any place in 
which the context requires.

12.  Headings.  The section numbers and headings in this Agreement 
are inserted for convenience only and are not part of the 
Agreement.

IN WITNESS WHEREOF, the Company and the Employee have duly 
executed this Agreement as of the date and year first above 
written.

MEDPLUS, INC., Company:               Employee:


By:_____________________              ____________________
Richard A. Mahoney, President         Timothy McMullen

Address for Notice Purposes:      Address for Notice Purposes:    
    8805 Governors Hill Drive     8557 Twilight Tear Lane
    Cincinnati, OH 45249          Cincinnati, OH 45249



           APPENDIX TO INVENTION AND NON-DISCLOSURE AGREEMENT

Employee's inventions excluded from this Agreement as authorized 
by Section 3:

NONE                                                              
                                                                  
                  
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
______________.




February 1, 1999

________________
Timothy McMullen


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