EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of the 16th day of March, 1998, by 
and between MEDPLUS, INC. (the "Company"), an Ohio corporation 
with its principal offices located at 8805 Governor's Hill Drive, 
Cincinnati, Ohio  45249, and GARY L. PRICE, residing at 6081 
Tennyson Drive, West Chester, OH 45069 ("Employee").

                     W I T N E S S E T H:

WHEREAS, Employee has been employed by the Company previously and 
has experience selling and marketing the Company's products and 
services to corporate clients; and

       WHEREAS, the Company desires to continue Employee's 
employment with the Company for a limited time to market its 
products and services and those of its subsidiaries to such 
corporate clients (the "Services") and Employee desires to perform 
the Services for the Company.

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.  Services.

a.  Position.  The Company hereby agrees to retain Employee, and 
Employee hereby agrees to remain employed by the Company, 
commencing as of  March 16, 1998 (the "Effective Date").

b.  Performance.  Employee agrees to devote appropriate time, 
energy, and attention to the performance of the Services; 
specifically, Employee agrees to use all resources available to 
him to promote the Company's products and services, specifically 
to potential outsourcing partners and other corporate accounts and 
to keep the Company's Chief Operating Officer apprised of all 
sales activities for such outsourcing partners and/or corporate 
accounts.  In addition, Employee agrees to exercise his best 
efforts, judgment, skills and talents in performing the Services. 
 So long as Employee is not in violation of any non-competition 
provisions of any agreement by and between Employee and the 
Company, the Company acknowledges that Employee may obtain 
employment with another entity during the Term (as hereinafter 
defined).

2.  Compensation and Expenses.  The Company agrees to pay 
Employee, and Employee agrees to accept as compensation for all of 
his services to be rendered to the Company and as compensation for 
the other obligations undertaken by Employee hereunder, $72,000 
(the "Compensation"). The Compensation shall be paid to Employee 
in installments of $36,000 on April 15, 1998 and $36,000 on June 
15, 1998.  Commencing as of the Effective Date, the Company shall 
pay or reimburse Employee during the Term (as hereinafter defined) 
for all reasonable travel and other business expenses incurred by 
Employee in the performance of his duties and obligations 
hereunder upon submission of appropriate documentation to the 
Company therefor.   In addition, during the Term, the Company 
shall reimburse Employee up to a maximum of $450.00 per month for 
the expense of owning, operating, maintaining and insuring a 
personal automobile for use by Employee in the performance of his 
duties hereunder.  Finally, during the Term, Employee shall be 
entitled to participate in or receive benefits, to the extent he 
is eligible, under any Company-sponsored employee benefit plans 
and arrangements in effect from time to time during the Term; 
provided, however, that the Company shall not be required to 
establish or maintain any such plan or arrangement.

2.  Confidential Information.

a.  Employee hereby acknowledges that the information, 
observations and data regarding the Company obtained by him during 
the course of his relationship with the Company, either before or 
after the Effective Date, are the property of the Company.  
Therefore, Employee agrees that he will not at any time from and 
after the date hereof disclose to any unauthorized person or use 
for his own account or for the benefit of any third party (other 
than the Company), any of such information, observations or data 
of the Company without the prior express written approval of the 
Board of Directors of the Company.  Notwithstanding the foregoing, 
Employee may disclose information, observations or data to the 
extent that (a) the same become generally known to and available 
for use by the public other than as a result of acts or omissions 
to act by Employee in violation of this Section 3, or (b) such 
disclosure is required by law or legal process. 

b.  Employee hereby agrees that he will not, directly or 
indirectly, during the term of this Agreement solicit or otherwise 
attempt to employ any current or future employee of the Company 
for employment in any other business or otherwise offer any 
inducement to any current or future employee of the Company to 
leave the Company's employ.
 
4.  Term and Termination. The term of this Agreement shall 
commence on the Effective Date and terminate on September 15, 1998 
(the "Term"). Upon termination of this agreement, all of the 
obligations of the Company to provide compensation to Employee 
pursuant hereto shall terminate and neither party shall have any 
further obligation to the other party, except that the provisions 
of Section 3(a) shall survive termination of this Agreement 
perpetually, and except that Section 3(b) hereof shall survive 
termination of this Agreement for a period of one year from the 
date of such termination.

5.  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 Employee, and the successors and assigns 
of the Company, except that Employee may not assign this Agreement 
or any of Employee's duties or services hereunder.
 
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.
 
d.  Modification.  This Agreement may not be changed, amended or 
modified except by a writing signed by both parties.
 
e.  Notices.  Any notice 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 regular mail, postage prepaid, 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 the Company and Employee with 
respect to such subject matter; provided that any obligations 
previously undertaken by Employee regarding the Company's 
confidential information or limiting Employee's ability to compete 
with the Company or solicit other employees to leave the Company 
may be enhanced hereby but may not be reduced or lessened.  This 
Agreement shall be governed by and construed in accordance with 
the laws of the State of Ohio.
 
g.  Consent to Jurisdiction.  Each of Employee and the Company 
hereby (a) agrees that any suit, proceeding or action at law or in 
equity (hereinafter referred to as an "Action") arising out of or 
relating to this Agreement may be instituted, at the option of the 
party bringing such Action, in any state or federal court in the 
State of Ohio having subject matter jurisdiction and (b) 
irrevocably submits to the jurisdiction of any such court in any 
such Action.

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:__________________________________________       
Its:__________________________________________


EMPLOYEE:


_____________________________________________
Gary L. Price

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