Reseller's Software License Agreement

UNIVERSAL DOCUMENT MANAGEMENT SYSTEMS, INC.
RESELLER'S SOFTWARE LICENSE AGREEMENT


THIS AGREEMENT is entered into on the _____ day of ________, 1997 (the "Effective Date") by and between UNIVERSAL DOCUMENT MANAGEMENT SYSTEMS, INC., an Ohio corporation (hereafter "UDMS") located in Cincinnati, Ohio and MEDPLUS, INC., an Ohio corporation (hereafter "Reseller") located in Cincinnati, Ohio.


W I T N E S S E T H:


WHEREAS, UDMS licenses certain software and updates thereto, specifically the executable code of UDMS' Step2000 software and executable Application Builder codes associated therewith (the "Software"), and provides support, training and updates therefor; and


WHEREAS, Reseller is in the business of licensing and/or sublicensing computer software and selling computer hardware, specifically in the health care industry; and


WHEREAS, in exchange for the consideration summarized on Exhibit A hereto, UDMS agrees to license the Software to Reseller so that Reseller may use and sublicense the Software upon the terms and conditions contained herein and Reseller agrees to pay the consideration summarized on Exhibit A.


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


1. LICENSE, TRAINING, MAINTENANCE AND UPDATES. UDMS hereby grants to Reseller
and Reseller accepts, in accordance with the terms and conditions set
forth hereafter, a perpetual, non-transferable, non-exclusive (except as
otherwise indicated herein) license to sublicense the Software and
documentation associated therewith (the "Documentation") to third parties
("Sublicensees"). In addition, upon the request of Reseller, UDMS shall
assist Reseller in providing maintenance and/or support with respect to
the Software ("Maintenance"), training with respect to the use of the
Software ("Training") and shall provide Reseller with updates to the
Software ("Updates").


2. SUBLICENSING. All Sublicensees to whom Reseller desires to sublicense the
Software shall execute a Software License Agreement with Reseller (the
"Sublicense Agreement") which Sublicense Agreement shall fully protect
UDMS' proprietary and intellectual property rights, including but not
limited to prohibiting unauthorized distribution of the Software, and
which shall allow Reseller to assign its right to payment thereunder to
UDMS.


3. TITLE TO SOFTWARE/LIMITATION ON DISTRIBUTION. Reseller acknowledges that
no ownership rights nor rights of any kind not specifically set forth
herein are transferred by this license. Reseller, its employees and agents
are prohibited from and have no right to sell, distribute or otherwise
transfer the Software, any copies of the Software, any documentation or
manuals supplied with the Software, nor to create additional copies of the
Software, other than for the


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purposes set forth herein. The media upon which the Software is placed
shall remain the property of UDMS. Any authorized or unauthorized copies
of the Software subsequently created, including the magnetic floppy
disk(s) or other media upon which such copies are placed, shall become the
property of UDMS immediately upon the creation of a copy of the Software
thereon.


4. LICENSE FEES AND OTHER COMPENSATION. In consideration for the license
granted hereunder, Reseller shall pay UDMS for the right to sublicense the
Software in accordance with the fees set forth in the then-current UDMS
Reseller Price Schedule and as more specifically described on Exhibit A
hereto. In addition, any Maintenance, Training or Updates requested by
Reseller with respect a particular sublicense shall be provided by UDMS at
the costs indicated on Exhibit A hereto.


5. TERM AND TERMINATION. This term of this license shall begin on the
Effective Date and continue in perpetuity unless terminated as follows
(the "Term"):


(a) by one party due to a material breach hereof by the other party
which breach is not cured within thirty (30) days of the receipt by
the breaching party of notice of such breach (for purposes hereof,
failure to pay fees due UDMS and failure to protect UDMS proprietary
property when possible shall be considered "material" breaches by
Reseller); or


(b) by UDMS in accordance with the provisions of Section 13 hereof
(termination of this license in accordance with this Section 7(b)
shall also act to terminate any and all Sublicenses issued
hereunder).


6. EFFECT OF TERMINATION. Within seven (7) days following termination of this
Agreement for any reason and by either party:


(a) Reseller shall return all copies of the Software and the
Documentation, if any, to UDMS by registered or certified mail or
other delivery method which generates a receipt or shall cause all
such copies to be destroyed;


(b) Reseller shall remove all copies of the Software, if any, stored in
hard memory of any Reseller computer so that the Software is not
capable of being recovered by any standard recovery techniques; and


(c) Reseller shall send to UDMS the certificate attached hereto as
Exhibit B certifying that the Software has been fully erased from
Reseller's systems and that Reseller has not retained any copies of
the Software or the Documentation, if any, in any form.


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