MEDPLUS INC /OH/, PRE 14A, 2000-06-23

MEDPLUS INC /OH/
PRE 14A, 2000-06-23
COMPUTER PERIPHERAL EQUIPMENT, NEC

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MEDPLUS, INC.
8805 Governor's Hill Drive, Suite 100
Cincinnati, Ohio 45249

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

JULY 25, 2000

TO THE SHAREHOLDERS OF MEDPLUS, INC.:

You are cordially invited to attend the Annual and Special Meeting
of the Shareholders of MedPlus, Inc. to be held on July 25, 2000
at 9:00 a.m. at the Marriott Hotel Northeast, 9664 Mason-
Montgomery Road, Mason, Ohio 45040, for the purpose of
considering and acting on the following:

1. Election of eight directors to serve until the 2001 Annual
Meeting.

2. Approval of an amendment to the Company's Articles of
Incorporation increasing the number of shares of Common Stock
which the Company is authorized to issue from 15,000,000 to
25,000,000 shares.

3. Approval of an amendment to the Company's Articles of
Incorporation that authorizes the Company to issue a new class of
preferred stock of the Company.

4. Approval of an amendment to the 1994 Long-Term Stock Incentive
Plan increasing the total number of shares of the Company's Common
Stock subject to grants thereunder from 2,000,000 shares to
3,000,000 shares.

5. Approval of the issuance of 1,534,772 shares of the Company's
Common Stock and warrants to purchase up to 2,884,513 shares of
the Company's Common Stock for purposes of complying with the
shareholder approval requirements of The Nasdaq Stock Market.

6. Approval of the issuance of 1,534,772 shares of the Company's
Common Stock and warrants to purchase up to 2,884,513 shares of
the Company's Common Stock for purposes of complying with the
shareholder approval requirements of the Ohio Control Share
Acquisition Act.

7. Transaction of such other business as may properly come before
the meeting or any adjournment thereof.

Shareholders of record at the close of business on May 31, 2000
will be entitled to vote at the meeting.

By Order of the Board of Directors

Robert E. Kenny III
Secretary
June 30, 2000

__________________________________________________________________
IMPORTANT

A Proxy Statement and proxy are submitted herewith. As a
shareholder, you are urged to complete and mail the proxy promptly
whether or not you plan to attend this Annual and Special Meeting
in person. The enclosed envelope for return of proxy requires no
postage if mailed in the U.S.A. Shareholders attending the meeting
may personally vote on all matters which are considered in which
event their signed proxies are revoked. It is important that your
shares be voted. In order to avoid the additional expense to the
Company of further solicitation, we ask your cooperation in
mailing your proxy promptly.
__________________________________________________________________

<PAGE>
PROXY STATEMENT

MEDPLUS, INC.
8805 Governor's Hill Drive, Suite 100
Cincinnati, Ohio 45249
June 30, 2000

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
July 25, 2000

INTRODUCTION

The enclosed form of proxy is being solicited on behalf of the
Board of Directors of MedPlus, Inc. (also referred to as "MedPlus"
or the "Company") for the Annual and Special Meeting of
Shareholders to be held on July 25, 2000. Each of the 6,225,275
shares of Common Stock, without par value, and 2,371,815 shares of
Series A Convertible Preferred Stock, outstanding on May 31, 2000,
the record date of the meeting, is entitled to one vote on all
matters coming before the meeting. Only shareholders of record of
the Company at the close of business on May 31, 2000 will be
entitled to vote at the meeting either in person or by proxy.
This Proxy Statement is being mailed to shareholders on or about
June 30, 2000.

The shares represented by all properly executed proxies that are
sent to the Company will be voted as designated and each not
designated will be voted affirmatively. Unless otherwise provided
in writing by a shareholder and subject to applicable law, each
person granting a proxy may revoke it by giving notice to the
Company's Secretary in writing or in open meeting at any time
before it is voted. Proxies will be solicited principally by
mail, but may also be solicited by directors, officers and other
regular employees of the Company who will receive no compensation
therefor in addition to their regular salaries. Brokers and
others who hold stock in trust will be asked to send proxy
materials to the beneficial owners of the stock, and the Company
will reimburse them for their expenses. The expense of soliciting
proxies will be borne by the Company.

The Annual Report of the Company for the fiscal year ended January
31, 2000 ("fiscal 2000") is enclosed with this Proxy Statement
(see "Incorporation of Certain Documents by Reference").

ELECTION OF DIRECTORS

Eight directors are to be elected to hold office until the 2001
Annual Meeting of Shareholders. It is the intention of the
individuals named in the proxy to vote for the election of only
the eight nominees named. Only the maximum of eight directors may
be elected. The Company is not currently aware of any potential
candidates who may be nominated at or prior to the meeting, and in
no event will the proxies solicited hereby be voted for other than
the eight nominees named.

The nominees, Richard A. Mahoney, Robert E. Kenny III, Paul J.
Stein, Martin A. Neads, Philip S. Present II, Edward Cahill,
Edward L. Samek and Kenneth W. Freeman, are currently serving as
members of the Board of Directors. While management has no reason
to believe that any of the nominees will, prior to the date of the
meeting, refuse or be unable to accept his nomination, should any
nominee so refuse or become unable to accept, the proxies will be
voted for the election of such substitute nominee, if any, as may
be recommended by the Board of Directors. Nominees receiving the
eight highest totals of votes cast in the election will be elected
as directors. Proxies in the form solicited hereby that are
returned to the Company will be voted in favor of the eight
nominees specified above unless otherwise instructed by the
shareholders. Abstentions and shares not voted by brokers and
other entities holding shares on behalf of beneficial owners will
not be counted and will have no effect on the outcome of the
election.

Directors are elected annually and serve for one year terms.
Information with respect to each of the eight nominees is as
follows:

Richard A. Mahoney, age 52, has been the Company's President and a
director of the Company since January 1991. While Mr. Mahoney has
been the President of the Company since its inception, Mr. Mahoney
has held the titles of Chairman of the Board and Chief Executive
Officer of the Company since November 1995. Mr. Mahoney has
extensive experience in the areas of strategic planning,
marketing, and financing for health care institutions. In
addition, he has lectured on subjects such as managed care,
capitation, integrated provider networks, computer-based patient
record systems and regional health care alliances. Prior to
joining the Company, Mr. Mahoney was president of a company that
provided equipment financing for hospitals and related
organizations.

Robert E. Kenny III, age 44, an attorney engaged in the private
practice of law since 1985, has served as Secretary of the Company
since its inception and as a director of the Company since 1991.
Prior to 1985, Mr. Kenny was an associate with Seeley, Savage, and
Aussem, a law firm in Cleveland, Ohio. Prior to that, Mr. Kenny
was a tax accountant with Price Waterhouse.

Paul J. Stein, age 53, has been a director of the Company since
1991. Mr. Stein has been a self-employed marketing consultant and
manufacturer's representative since October 1990.

Martin A. Neads, age 51, became a director of the Company in
December 1998. Mr. Neads is currently an executive director and
business consultant with European IT Solutions, Ltd. (EITS).
Prior to joining EITS, Mr. Neads was Vice President and General
Manager of Operations and Senior Vice President and General
Manager of the Software Products Division for Structural Dynamics
Research Corp., a leading international provider of mechanical
design automation software and engineering services.

Philip S. Present II, age 49, joined the Company in April 1995 as
Vice President of Corporate Development. Mr. Present was named
the Chief Operating Officer of the Company in June 1996. Mr.
Present became a director of the Company on December 13, 1997 to
fill a vacancy created on the Board by an increase in the number
of directors of the Company from five to six. From September 1973
to March 1995, Mr. Present was employed by the certified public
accounting firm of KPMG Peat Marwick LLP, most recently serving as
the Partner-in-Charge of the Information Communication and
Entertainment Practice for the Ohio Valley and Southeast regions
of the United States. From 1987 to 1993, Mr. Present was Partner-
in-Charge of the Audit Practice - Cincinnati.

Edward L. Cahill, age 47, joined the Company as a director in June
1999. Mr. Cahill is a partner of HLM Management, where he heads
private equity investment. Previously he was a founding partner
of Cahill, Warnock & Company, a private equity firm that invests
in emerging public and private companies. Prior to founding
Cahill, Warnock & Company, Cahill was a Managing Director at Alex.
Brown & Sons where he headed that firm's Health Care Investment
Banking Group. While at Alex. Brown, his group completed offerings
for the first public companies in the home health care, health
maintenance organization and ambulatory surgery center industries,
as well as several of the leading biopharmaceutical companies.

Edward L. Samek, age 63, joined the Company as a director in
February, 2000. Samek currently serves as the Vice Chairman and
as a director of MedQuist Inc., the country's largest provider of
electronic medical transcription services to hospitals, clinics
and group practices. Mr. Samek had been the Chairman and Chief
Executive Officer of The MRC Group, a leading privately-held
electronic medical transcription company that was acquired by
MedQuist in December 1998. He has also served as President of
SecrePhone Ltd., also a provider of medical transcription
services, Hudson Pharmaceutical Corporation and Childcraft
Education Corporation. Mr. Samek, a director of the Medical
Transcription Industry Alliance, served as president of that
organization for two terms during the period 1996-1999.

Kenneth W. Freeman is Chairman of the Board and Chief Executive
Officer of Quest Diagnostics. Mr. Freeman joined Quest Diagnostics
in May 1995 as President and Chief Executive Officer, was elected
a director in July 1995 and was elected Chairman of the Board in
December 1996. Prior to 1995, he served in a variety of financial
and managerial positions at Corning, which he joined in 1972. He
was elected controller and a Vice President of Corning in 1985,
Senior Vice President in 1987, General Manager of the Science
Products Division in 1989 and Executive Vice President in 1993. He
was appointed President and Chief Executive Officer of Corning
Asahi Video Products Company in 1990.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

In the fiscal year ended January 31, 2000, the Board of Directors
met on three occasions. Each of Messrs. Kenny, Stein, Neads,
Present, Mahoney, Samek and Cahill attended 100% of the aggregate
of (i) the total number of meetings of the Board of Directors
(held during the period for which he has been a director) and (ii)
the total number of meetings held by all committees of the Board
on which he served (during the periods that he served). Mr.
Hilnbrand, who resigned from his position on the Board of
Directors effective May 31, 2000, did not attend any of the
meetings of the Board of Directors, but did execute the five
Actions By Unanimous Written Consent of the Directors which were
executed during the fiscal year ended January 31, 2000

The Company has an Audit Committee of the Board of Directors, the
members of which are not officers or employees of the Company.
The Audit Committee, which held two meetings during the fiscal
year ended January 31, 2000, recommends to the entire Board of
Directors the independent auditors to be employed by the Company,
consults with the independent auditors with respect to their audit
plans, reviews the independent auditors' report and any management
letters issued by the auditors, and consults with the independent
auditors with regard to financial reporting and the adequacy of
internal controls. The members of the Audit Committee during the
fiscal year ended January 31, 2000 were Messrs. Kenny, Cahill and
Hilnbrand. Since Mr. Hilnbrand's resignation from the Board of
Directors, Mr. Samek has replaced him on the Audit Committee.

The Company has a Compensation Committee of the Board of
Directors, the members of which are not officers or employees of
the Company. The Compensation Committee, which held three
meetings during the fiscal year ended January 31, 2000, recommends
to the entire Board of Directors the compensation arrangements,
including grants of stock options and other incentives under the
Company's 1994 Long-Term Stock Incentive Plan, for the corporate
officers of the Company and reviews proposed changes in management
organization. The present members of the Compensation Committee
are Messrs. Stein, Kenny and Neads.

AMENDMENTS TO THE ARTICLES OF INCORPORATION

INCREASE IN AUTHORIZED SHARES

As of May 31, 2000, of the 15,000,000 shares of Common Stock of
the Company currently authorized for issuance by the Company's
Articles of Incorporation, 6,225,275 were outstanding, and an
additional 2,371,815 are subject to issuance related to the
Company's convertible preferred stock. Because such a large
percentage of the Company's authorized shares have been issued,
the Board of Directors believes that the Company's Articles of
Incorporation should be amended to allow for the issuance of
additional shares of Common Stock by the Board from time to time
for proper corporate purposes. Thus, the Board has approved, and
recommends the shareholders adopt, an amendment to the Company's
Articles of Incorporation which increases the number of shares of
Common Stock which the Company is authorized to issue from
15,000,000 to 25,000,000 shares.

The newly authorized shares of Common Stock will be issuable
periodically by the Board of Directors for any proper corporate
purpose without shareholder approval unless such approval is
required by law. The Board may issue these shares for a number of
reasons, including financings, payment of stock dividends,
subdivision of outstanding shares through stock splits, employee
stock options and bonuses and corporate acquisitions. The
additional shares could also be issued in a private placement
transaction to a third party favored by the Board in the event of
a takeover attempt directed at the Company. Such an issuance
could give the favored party an advantage over a competing party
in a contest to acquire control of the Company.

At the present time, the Company has no immediate plan to issue
additional shares of Common Stock other than in conjunction with
the Agreement (described below) with Quest Diagnostics
Incorporated, corporate transactions in the ordinary course of
business and pursuant to the Company's 1994 Long-Term Stock
Incentive Plan and the MedPlus, Inc. Directors' Non-Discretionary
Stock Option Plan.

At the Annual and Special Meeting, the following resolution will
be introduced:

RESOLVED, that Article Fourth, subsection (a), of the Articles of
Incorporation of the Company be amended to read in its entirety as
described on Exhibit A to this Proxy Statement.

Adoption of the above resolution requires the affirmative vote of
the holders of at least a majority of the Company's outstanding
shares of common and Class A Preferred stock. Proxies received in
response to this solicitation will be voted in favor of the
proposal unless the shareholder otherwise instructs. Abstentions
and shares not voted by brokers and other entities holding shares
on behalf of beneficial owners will have the same effect as votes
cast against the resolution. The Board of Directors recommends the
adoption of the resolution.

CREATION OF NEW CLASS OF PREFERRED STOCK

The Board of Directors believes that an additional class of
preferred stock of the Company should be available for issuance by
the Board from time to time for proper corporate purposes. The
Articles of Incorporation presently authorize the issuance of
Common stock and one class of preferred stock, Class A Preferred
Stock, each with a par value of $.01 per share. The Board
believes an additional class of preferred stock will allow the
Company greater flexibility in its efforts to raise additional
capital in the future.

If the amendment is adopted, the Board has approved, and
recommends the shareholders adopt, an amendment to the Articles of
Incorporation which creates and authorizes the Company to issue
5,000,000 shares of an additional class of preferred stock ("Class
B Preferred Stock") as permitted by Section 1701.14 of the Ohio
Revised Code.

Specifically, the Board of Directors has determined that it would
be in the best interests of the Company and its shareholders to
expand the Company's activities into the e-health market (i.e.,
World Wide Web based health care information). Such an expansion
will require additional capital. The most effective way to raise
this capital may be through a private offering of equity
securities in the Company made to accredited and/or institutional
investors. The terms and conditions of any such offering will be
determined through arms' length negotiations It is not possible
to determine in advance what those terms and conditions may be,
but the Company anticipates that potential investors may insist on
receiving equity securities which contain preferences and terms
beyond those associated with Common Stock or Class A Preferred
Stock. Because of the Company's potential need for equity capital
in the future and the inability to define at this time the terms
and conditions upon which such capital might be obtained, the
Board believes it would be advisable to create the Class B
Preferred Stock.

If the amendment is adopted, the newly authorized shares of Class
B Preferred Stock will be issuable from time to time by action of
the Board of Directors for any proper corporate purpose, without
shareholder approval unless required by applicable law or rules of
the Nasdaq National Market. These purposes could include, in
addition to Company financing, payment of stock dividends,
subdivision of outstanding shares through stock splits, employee
stock options and bonuses, and corporate acquisitions. The
additional shares could also be issued in a private placement
transaction to a third party favored by the Board in the event of
a takeover attempt directed at the Company, which could give the
favored party an advantage over a competing party in a contest to
acquire control of the Company. Specifically, the Board of
Directors will have broad discretion to determine the terms of the
Class B Preferred Stock without future shareholder approval,
including, without limitation, the dividend rates, liquidation
preference, redemption provisions, conversions and sinking find
provision, if any, and any other designations, preferences and
relative, participating, optional and other special rights, or the
qualifications, limitations or restrictions thereof. In no event,
however, will the holders of Class B Preferred Stock be granted
voting rights superior to the voting rights of any other existing
class of stock authorized for issuance by the Company.

At the Annual and Special Meeting, the following resolution will
be introduced:

RESOLVED, that, except for subsection (a) thereof, Article Fourth
of the Articles of Incorporation of the Company be amended to read
in its entirety as described on Exhibit A to this Proxy Statement.

AMENDMENT TO 1994 MEDPLUS, INC. LONG-TERM STOCK INCENTIVE PLAN

A key factor in the Company's continuing advancement and growth is
its ability to attract, motivate and retain highly qualified
employees. The market for such employees, especially in the
Company's high technology industry, continues to be extremely
competitive. The Company has historically utilized stock-based
incentives to attract, motivate and retain employees and hopes to
continue to do so. Because a number of the companies with which
the Company and its subsidiaries compete for employees make
extensive use of stock-based incentives to maintain a highly
qualified employee base, the Company believes that stock-based
incentives enable the Company to cost-effectively compete for the
talents of key employees. In addition, the Company believes that
by providing its employees with the opportunity to purchase the
Company's Common Stock at attractive prices, it is giving
employees a chance at a long-term ownership stake in the Company;
as a result, the economic interests of the Company's employees and
those of its shareholders are aligned.

For the above reasons, the Company has in place the 1994 MedPlus,
Inc. Long-Term Stock Incentive Plan (the "Long-Term Plan").
Subject to the provisions of the Long-Term Plan, a Committee of
the Board of Directors designated to administer the Long-Term Plan
(the "Committee") may at any time, or from time to time, grant
stock incentives under the Long-Term Plan to, and only to, those
employees who in the opinion of the Committee can contribute
significantly to the growth and successful operations of the
Company or a Subsidiary ("Eligible Employees"). Stock incentives
may be granted in the form of a stock option ("Option"), a stock
appreciation right ("SAR"), a stock award ("Stock Award"), or a
combination of an Option, a SAR, and/or a Stock Award.

The Board of Directors believes that additional shares of Common
Stock should be available for issuance by the Board from time to
time to Eligible Employees pursuant to the Long-Term Plan. As of
May 31, 2000, 1,948,288 of the currently authorized 2,000,000
shares of Common Stock subject to stock incentives and awards
which may be granted under the Long-Term Plan had been granted.
Thus, the Board has approved, and recommends the shareholders
adopt, an amendment to the Long-Term Plan which increases the
number of shares of Common Stock which the Board is authorized to
issue thereunder from 2,000,000 to 3,000,000 shares.

The maximum amount of Common Stock with respect to which stock
incentives may be granted to any person during any calendar year
(the "Maximum Annual Grant") is 50,000 shares; provided, however,
that in the case of a grant made to a recipient upon the
recipient's initial hiring by the Company or in lieu of a cash
bonus, the Maximum Annual Grant is increased to 100,000 shares.

Shares of Common Stock subject to stock incentives granted under
the Long-Term Plan may be either authorized but unissued shares or
shares held in the Company's treasury, or any combination thereof,
in the discretion of the Committee. The number of shares of Common
Stock which may be granted under the Long-Term Plan as Stock
Awards in any calendar year may not exceed 25,000.

The Long-Term Plan is administered by the Committee which consists
of not less than three directors of the Company designated by the
Board of Directors in accordance with the Code of Regulations of
the Company; provided, however, that no director may be designated
as or continue to be a member of the Committee unless such
director is at the time of designation and service a
"disinterested person" within the meaning of Rule 16b-3 of the
Securities and Exchange Commission (or any successor provision at
the time in effect). Grants of stock incentives may be
recommended by the Committee either with or without consultation
with employees, but the Committee has full authority to act in the
matter of selection of all Eligible Employees and in recommending
stock incentives to be granted to them.

The Long-Term Plan may be amended by the Board of Directors upon
the recommendation of the Committee, provided that, without the
approval of the shareholders of the Company, no amendment shall be
made which (i) increases the maximum aggregate number of shares of
Common Stock that may be issued or transferred pursuant to stock
incentives, (ii) withdraws the administration of the Long-Term
Plan from the Committee or amends the provisions of the Long-Term
Plan with respect to eligibility and disinterest of members of
the Committee, (iii) permits any person who is not at the time an
Eligible Employee of the Company or of a subsidiary to be granted
a stock incentive, (iv) permits any Option to be exercised more
than ten years after the date it is granted, (v) amends the Long-
Term Plan to extend the date set forth therein for shareholder
approval or (vi) amends the provisions governing the amendment
process. However, the Board of Directors may by resolution,
adopted by a majority of the entire Board of Directors,
discontinue the Long-Term Plan. No amendment or discontinuance of
the Long-Term Plan by the Board of Directors or the shareholders
of the Company will, without the consent of the employee,
adversely affect any stock incentive previously granted to such
employee.

On May 31, 2000, the closing price of the Company's Common Stock
on the Nasdaq National Market was $5.1875.

The resolution which will be introduced at the Annual and Special
Meeting seeking approval of an amendment to the Long-Term Plan is
as follows:

RESOLVED, that Section 4(a) of the 1994 Long-Term Stock Incentive
Plan be amended to read in its entirety as follows:

"(a) The maximum aggregate number of shares of Common Stock
subject to Stock Incentives that may be granted to participants in
the Plan shall be 3,000,000. Shares of Common Stock subject to
Stock Incentives granted under this Plan may be either authorized
but unissued shares or shares held in the Company's treasury, or
any combination thereof, in the discretion of the Committee."

Adoption of the above resolution requires the affirmative vote of
the holders of at least a majority of the Company's outstanding
shares of common and Class A Preferred stock. Proxies in the form
solicited hereby which are returned to the Company will be voted
in favor of the resolutions unless otherwise instructed by the
shareholders. Abstentions and shares not voted by brokers and
other entities holding shares on behalf of beneficial owners will
have the same effect as votes cast against the resolutions,
provided such shares are properly present at the meeting in person
or by proxy.

APPROVAL OF THE ISSUANCE OF SHARES OF THE COMPANY'S COMMON STOCK
AND A WARRANT TO PURCHASE SHARES OF THE COMPANY'S COMMON STOCK

Background

In June 19, 2000, the Company entered into a Stock Subscription
Agreement (the "Agreement") with Quest Diagnostics Incorporated
("Quest Diagnostics") pursuant to which Quest Diagnostics agreed
to purchase (a) a total of 1,818,465 shares of Common Stock from
the Company and (b) a warrant to purchase a total of 2,884,513
additional shares of the Company's Common Stock (the "Warrant") in
exchange for a total of $9,478,749. The Agreement and the Warrant
are attached to this Proxy Statement as Exhibits B and C. On June
19, 2000, Quest Diagnostics purchased from the Company 283,693
shares of Common Stock for $1,478,750. Quest Diagnostics'
purchase of the balance of the 1,818,465 shares of Common Stock
that Quest Diagnostics has agreed to purchase directly from the
Company, or 1,534,772 shares, is subject to shareholder approval
of the transaction contemplated herein as required by the Ohio
Control Share Acquisition Act and the Nasdaq Stock Market. In
addition, although the Warrant was issued in full on June 19,
2000, it is not exercisable with respect to 2,691,966 of the
common shares subject thereto until the Company has obtained
shareholder approval of the transaction contemplated herein as
required by the Ohio Control Share Acquisition Act and the Nasdaq
Stock Market. The proceeds of the sale of the common stock and
the Warrant will be utilized to fund working capital requirements
and retire certain subordinated indebtedness.

The Nasdaq Stock Market

The Company's Common Stock is traded on The Nasdaq National
Market. It is now the policy of The Nasdaq Stock Market to
require shareholder approval of the issuance, other than in a
public offering, of securities if such securities would have, upon
issuance, voting power equal to or in excess of 20% of the
Company's total voting power outstanding before such issuance. The
issuance of the Common Shares and the Warrant described above
could provide Quest Diagnostics with greater than or equal to 20%
of the total voting power outstanding before such issuance. As
such, acquisition of such shares and the Warrant by Quest
Diagnostics must be authorized by the Company's shareholders in
accordance with the Nasdaq National Market policy.

At the Annual and Special Meeting, the following resolution will
be introduced:

RESOLVED, that, for purposes of complying with the applicable
requirements of The Nasdaq Stock Market, the shareholders of
MedPlus, Inc. do hereby approve the Company's issuance of
1,534,772 shares of Common Stock and 2,691,966 shares subject to
the Warrant as described in the Proxy Statement relating to this
Annual and Special Meeting of Shareholders

The affirmative vote of the holders of a majority of the voting
power of the Company's outstanding shares of common and Class A
Preferred stock present in person or by proxy at the Annual and
Special Meeting is required to adopt the resolution. Proxies in
the form solicited hereby that are returned to the Company will be
voted in favor of the resolution unless otherwise instructed by
the shareholders. Abstentions will have the same effect as votes
cast against the resolution, provided such shares are properly
present at the meeting in person or by proxy. Shares not voted by
brokers and other entities holding shares on behalf of beneficial
owners will have no effect on the outcome of the proposal. The
Board of Directors recommends the adoption of the resolution.

The Ohio Control Share Acquisition Act

The Company is an issuing public corporation incorporated in Ohio,
and as such is subject to the laws contained in the Ohio Revised
Code (the "Code"). Section 1701.831 of the Code provides that any
"control share acquisition" of an issuing public corporation may
be made only with the prior authorization of the shareholders of
such corporation. For purposes of the Code, a "control share
acquisition" means the acquisition by any person of shares of an
issuing public corporation that would entitle such person,
immediately after such acquisition, to direct the exercise of the
voting power of the corporation in the election of directors
within any of the following ranges: (a) one-fifth or more but less
than one-third of such voting power; (b) one-third or more but
less than a majority of such voting power; or (c) a majority or
more of such voting power. The issuance of the Common Shares and
the Warrant described above could provide Quest Diagnostics with
greater than or equal to one-fifth of the voting power in the
election of the Company's directors. As such, acquisition of such
shares and the Warrant by Quest Diagnostics must be authorized by
the Company's shareholders in accordance with the Code.

At the Annual and Special Meeting, the following resolution will
be introduced:

RESOLVED, that, for purposes of complying with the applicable
requirements of the Ohio Control Share Acquisition Act, the
shareholders of MedPlus, Inc. do hereby approve the Company's
issuance of 1,534,772 shares of Common Stock and 2,691,966 shares
subject to the Warrant as described in the Proxy Statement
relating to this Annual and Special Meeting of Shareholders

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain Beneficial Owners

Under Section 13(d) of the Securities Exchange Act of 1934 and the
rules promulgated thereunder, a beneficial owner of a security is
any person who, directly or indirectly, has or shares voting power
or investment power over such security. Such beneficial owner
under this definition need not enjoy the economic benefit of such
securities. The following shareholders are known by the Company
to have been the beneficial owners, as of May 31, 2000, of 5% or
more of the (a) 6,225,275 shares of the Company's Common Stock
outstanding as of such date or (b) 2,371,815 shares of the
Company's Series A Preferred Stock outstanding as of such date:

Title of Class Name and Address of Amount and Nature Percent of Class(2)
Beneficial Owner(1) of Ownership
______________________ _____________________________ _____________________________ _____________________

Common Stock Richard A. Mahoney 3,065,355 shares
Chairman of the Board, owned beneficially(3) 46.13%
President and Chief
Executive Officer
8598 Twilight Tear Drive
Cincinnati, OH 45249

Common Stock The Keys Plus Irrevocable Trust 690,938 shares 11.10%
8598 Twilight Tear Drive owned beneficially(4)
Cincinnati, OH 45249

Common Stock The Keys Irrevocable Trust 690,937 shares 11.10%
8598 Twilight Tear Drive owned beneficially(4)
Cincinnati, OH 45249

Common Stock Edward L. Cahill 3,388,260 shares 35.46%
Director owned beneficially(5)
909 Old Oak Road
Baltimore, MD 21212

Series A Preferred Stock Edward L. Cahill 3,301,084 shares 98.28%
Director owned beneficially(6)
909 Old Oak Road
Baltimore, MD 21212

_______________________________ </TABLE>

(1) The persons and entities named in the above table had, at May
31, 2000, sole voting and investment power with respect to all
shares of stock shown as beneficially owned by them, subject to
community property laws where applicable and the information
contained in other footnotes to this table. For purposes of this
table, stock options, warrants and convertible preferred shares
were considered to be exercisable or convertible, as the case may
be, if by their terms they could have been exercised or converted
as of May 31, 2000 or if they become exercisable or convertible on
or before July 30, 2000.

(2) Percentages of class ownership indicated for each person are
calculated with respect to a total number of shares equal to the
number of shares of a class actually outstanding as of May 31,
2000 plus that number of shares of such class that the person has
the right to acquire, through exercise, conversion or otherwise,
on or before July 30, 2000.

(3) Total consists of (i) 927,725 owned outright by Mr. Mahoney,
(ii) approximately 9,431 shares held by Mr. Mahoney through the
MedPlus, Inc. 401(k) Plan (the "401(k) Plan"), (iii) 4,500 shares
owned by members of Mr. Mahoney's immediate family and (iv)
400,000 shares subject to options exercisable by Mr. Mahoney as of
May 31, 2000 or on or before July 30, 2000. In addition, Mr.
Mahoney is the sole trustee of two trusts for the benefit of
certain minor children that at May 31, 2000 held a total of
1,381,875 shares of Common Stock; Mr. Mahoney had, and continues
to have, sole voting and dispository power with respect to the
shares held by the trusts but no pecuniary interest in such
shares. Finally, Mr. Mahoney had sole voting power as proxy with
respect to an additional 341,824 shares, of which 20,000 were
shares subject to options exercisable at May 31, 2000 or on or
before July 30, 2000.

(4) These shares are also included in the shares shown as
beneficially owned by Mr. Mahoney.

(5) Total consists of (i) 59,676 shares owned by Cahill, Warnock
Strategic Partners Fund, LP and Strategic Associates, LP (the
"Cahill Entities"), with respect to each of which Mr. Cahill is a
principal, (ii) 2,313,978 shares of Series A Preferred Stock (the
"Preferred Shares") owned by the Cahill Entities, which is
convertible into Common Stock, (iii) 2,500 shares of Common Stock
subject to options exercisable by Mr. Cahill, (iv) 987,106
warrants for Preferred Shares owned by the Cahill Entities which
warrants, once exercised, could be converted into Common Stock and
(v) 25,000 warrants to purchase Common Stock owned by the Cahill
Entities.

(6) Total consists of (i) 2,313,978 Preferred Shares owed by the
Cahill Entities and (ii) 987,106 warrants for Preferred Shares
owned by the Cahill Entities which warrants, once exercised, could
be converted into Common Stock. The Preferred Shares (a) include
voting rights, (b) receive preferential treatment upon liquidation
of the Company and (c) convert into common shares upon certain
events, as more specifically described in the Company's Amended
Articles of Incorporation filed as an Exhibit to the Company's
Form 10-KSB for the fiscal year ended May 31, 2000.

Management

Ownership of MedPlus, Inc.

As of May 31, 2000, 6,225,275 shares of the Company's Common Stock
and 2,371,815 shares of the Company's Series A Preferred Stock
were outstanding. The following table sets forth the beneficial
ownership of the Company's Common Stock and Series A Preferred
Stock by its directors, the named executives and all directors and
executive officers as a group, as of May 31, 2000:

<TABLE>
<CAPTION>
Title of Class Name and Position of Amount and Nature Percent of Class
Beneficial Owner (1) of Ownership
<S> <C> <C> <C>
Common Stock Richard A. Mahoney 3,065,355 shares 46.13%
Chairman of the Board, President, owned beneficially (2)
Chief Executive Officer and Director

Common Stock Edward L. Cahill 3,388,260 shares 35.46%
Director owned beneficially (3)

Common Stock Paul J. Stein 283,550 shares 4.54%
Director owned beneficially(4)

Common Stock Philip S. Present II 181,502 shares 2.86%
Chief Operating Officer and Director owned beneficially(5)

Common Stock Jay Hilnbrand 73,047 shares 1.17%
Director owned beneficially(6)

Common Stock Timothy P. McMullen 69,427 shares 1.10%
Vice President of Sales and Marketing owned beneficially (7)

Common Stock Paul F. Albrecht 68,737 shares 1.09%
Vice President and owned beneficially (8)
Chief Technology Officer

Common Stock Daniel A. Silber 56,255 shares 0.90%
Vice President of Finance owned beneficially (9)
and Chief Financial Officer

Common Stock Robert E. Kenny III 22,750 shares 0.36%
Director and Secretary owned beneficially (10)

Common Stock Martin Neads 18,375 shares 0.30%
Director owned beneficially (11)

Common Stock Ed Samek 3,000 shares 0.05%
Director owned beneficially (12)

Series A Preferred Stock Edward L. Cahill 3,301,084 shares 98.28%
Director owned beneficially (13)

Common Stock All directors and executive 6,893,461 shares 69.89%
officers as a group shares owned beneficially (14)
(12 persons)
_____________________________
</TABLE>

(1) The persons and entities named in the above table have sole
voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them, subject to community
property laws where applicable and the information contained in
other footnotes to this table. For purposes of this table, stock
options were considered to be currently exercisable if by their
terms they could have been exercised as of May 31, 2000 or if they
will become exercisable within 60 days thereafter. In addition,
percentages of class ownership indicated for each person are
calculated with respect to a total number of shares equal to the
number of shares of a class actually outstanding as of May 31,
2000 plus that number of shares of such class that the person has
the right to acquire, through exercise, conversion or otherwise,
on or before July 30, 2000.

(2) Total consists of (i) 927,725 shares which are owned outright
by Mr. Mahoney, (ii) approximately 9,431 shares held by Mr.
Mahoney through the 401(k) Plan, (iii) 4,500 shares which are
owned by members of Mr. Mahoney's immediate family, (iv) 1,381,875
shares which are owned by Mr. Mahoney as trustee for the benefit
of certain minor children and with respect to which Mr. Mahoney
has sole voting and dispository power, (v) 341,824 shares, 20,000
shares of which are shares subject to options exercisable on or
before July 30, 2000, as to which Mr. Mahoney has sole voting
power as proxy and (vi) 400,000 shares which Mr. Mahoney currently
has, or will have before July 30, 2000, the option to purchase
pursuant to options granted to him in 1995, 1996, 1997, 1998 and
1999 in accordance with his employment agreement with the Company,
and options granted to him in lieu of a cash bonus for 1996.

(3) Total consists of (i) 59,676 shares owned by Cahill, Warnock
Strategic Partners Fund, LP and Strategic Associates, LP (the
"Cahill Entities"), with respect to each of which Mr. Cahill is a
principal, (ii) 2,313,978 shares of Series A Preferred Stock (the
"Preferred Shares") owned by the Cahill Entities, which is
convertible into Common Stock, (iii) 2,500 shares of Common Stock
subject to options exercisable by Mr. Cahill, (iv) 987,106
warrants for Preferred Shares owned by the Cahill Entities which
warrants, once exercised, could be converted into Common Stock and
(v) 25,000 warrants to purchase Common Stock owned by the Cahill
Entities.

(4) Total consists of (i) 255,000 shares owned outright by Mr.
Stein, (ii) 14,800 shares which are owned by members of Mr.
Stein's immediate family and (iii) 13,750 shares which Mr. Stein
currently has the option to purchase or will have the option to
purchase on or before July 30, 2000. Mr. Stein has shared voting
and investment power with respect to the shares owned by members
of his immediate family. Mr. Mahoney has sole voting power as a
proxy with respect to the 255,000 shares owned outright by Mr.
Stein and, should Mr. Stein choose to exercise his option to
purchase the 13,750 shares, Mr. Mahoney will also have sole voting
power as a proxy with respect to those shares. Accordingly, the
255,000 shares owned outright by Mr. Stein and the 13,750 shares
which Mr. Stein has the option to purchase as of are also included
in the shares shown as beneficially owned by Mr. Mahoney.

(5) Total consists of (i) 1,371 shares owned outright by Mr.
Present, (ii) 50,000 shares owned by Mr. Present through a
retirement plan account, (iii) 120,001 shares which Mr. Present
has the option to purchase or will have the option to purchase on
or before July 30, 2000 and (iv) approximately 10,130 shares held
by Mr. Present through the 401(k) Plan.

(6) Total consists of (i) 66,824 shares owned outright by Mr.
Hilnbrand and (ii) 6,250 shares which Mr. Hilnbrand has the option
to purchase or will have the option to purchase on or before July
11, 2000. Mr. Mahoney has sole voting power as a proxy with
respect to the 66,824 shares owned outright by Mr. Hilnbrand and,
should Mr. Hilnbrand choose to exercise his option to purchase the
6,250 shares, Mr. Mahoney will also have sole voting power as a
proxy with respect to those shares. Accordingly, all shares shown
as beneficially owned by Mr. Hilnbrand are also included in the
shares shown as beneficially owned by Mr. Mahoney.

(7) Total consists of (i) approximately 1,093 shares held by Mr.
McMullen through the 401(k) Plan and (ii) 68,334 shares which Mr.
McMullen has the option to purchase or will have the option to
purchase on or before July 30, 2000.

(8) Total consists of (i) 500 shares owned outright by Mr.
Albrecht, (ii) approximately 1,737 shares held by Mr. Albrecht
through the 401(k) Plan and (iii) 66,500 shares which Mr. Albrecht
has the option to purchase or will have the option to purchase on
or before July 30, 2000.

(9) Total consists of 4,983 shares owned outright by Mr. Silber,
approximately 3,605 shares held by Mr. Silber through the 401(k)
Plan and 47,667 shares which Mr. Silber has the option to purchase
or will have the option to purchase on or before July 30, 2000.

(10) Total consists of (i) 5,000 shares owned outright by Mr.
Kenny, (ii) 6,500 shares which Mr. Kenny owns through an IRA and
(iii) 11,250 shares which Mr. Kenny has the option to purchase or
will have the option to purchase on or before July 30, 2000.

(11) Total consists of (i) 15,000 shares owned outright by Mr.
Neads and (ii) 3,375 shares which Mr. Neads has the option to
purchase or will have the option to purchase on or before July 30,
2000.

(12) Total consists of 3,000 shares owned outright by Mr. Samek.

(13) Total consists of (i) 2,313,978 Preferred Shares owned by
the Cahill Entities and (ii) 987,106 warrants for Preferred Shares
owned by the Cahill Entities which warrants, once exercised, could
be converted into Common Stock. The Preferred Shares (a) include
voting rights, (b) receive preferential treatment upon liquidation
of the Company and (c) convert into common shares upon certain
events, as more specifically described in the Company's Amended
Articles of Incorporation filed as an Exhibit to the Company's
Form 10-KSB for the fiscal year ended May 31, 2000. No officers,
named executives or directors other than Mr. Cahill beneficially
own any Preferred Shares.

(14) Includes 3,065,355 shares owned by Mr. Mahoney, 3,388,260
shares beneficially owned by Mr. Cahill, 14,800 shares owned by
Mr. Stein's immediate family, 181,502 shares beneficially owned by
Mr. Present, 69,427 shares beneficially owned by Mr. McMullen,
68,737 shares beneficially owned by Mr. Albrecht, 56,255 shares
beneficially owned by Mr. Silber, 22,750 shares beneficially owned
by Mr. Kenny, 18,375 shares beneficially owned by Mr. Neads, 3,000
shares beneficially owned by Mr. Samek and the total number of
shares owned by those officers who are not named executives. No
officers, named executives or directors other than Mr. Cahill
beneficially own any Preferred Shares.

The Company's executive officers not previously discussed under
"Election of Directors" are as follows:

Timothy P. McMullen, 45, joined the Company as Vice President,
Corporate Accounts and Managed Care in June 1996 and was named
Vice President of Sales and Marketing in December 13, 1997. His
employment with the Company terminated on February 4, 2000.

Daniel A. Silber, 51, joined the Company in May 1995 as Vice
President of Finance and Chief Financial Officer. Prior to
joining the Company, Mr. Silber was Chief Financial Officer of
Saturday Knight Ltd., Chief Financial Officer of Tipton
Associates, Treasurer of Emery Realty, Inc. and CPA and Senior
Accountant with Coopers and Lybrand.

Paul F. Albrecht, 44, was elected Vice President and Chief
Technology Officer on December 13, 1997 following his tenure as
General Manager of the ChartMaxxTM Division of MedPlus since May
16, 1994. Prior to joining the Company, Mr. Albrecht was Director
of the Platform Development Center for Cincinnati Bell Information
Systems and oversaw the development of distributed client/server
systems for high volume, mission critical applications. Prior to
that, Mr. Albrecht was a software engineer and technical manager
at AT&T Bell Labs. While at AT&T Bell Labs, he led the
development of a health care clinical information system and
developed core technology for the UNIX operating system. Mr.
Albrecht has published technical articles on programming
languages, UNIX, neural networks and health care applications.

Thomas R. Wagner, 36, joined the Company in June 1999 as Vice
President of Strategic Planning. Wagner has over twelve years of
experience with software development companies. Prior to joining
the Company, Mr. Wagner spent two years as Chief Technology
Officer of DiaLogos Incorporated, previously a majority owned
subsidiary of MedPlus. Prior to DiaLogos, Wagner served as
Director of Advanced Research and Development with Cincom Systems,
Inc. during which he developed a product that was later voted
among the top 10 products of the year by Client-Server Tools
Bulletin.

Pete Stephan, 44, joined the Company in February 2000 as Vice
President of Sales. Prior to joining the Company, Mr. Stephan
spent twenty-two years working in various capacities for Wallace
Computer Services. During the last six years of his employment at
Wallace, he served as General Manager of the Healthcare Division
where he was responsible for all sales and marketing to the health
care market, including hospitals, integrated delivery networks,
group purchasing organizations, reference laboratories and managed
care organizations, and oversaw a team of national account and
sales support managers and a marketing staff.

EXECUTIVE COMPENSATION

Summary

The following table summarizes, for the fiscal years indicated,
all annual compensation earned by or granted to the Company's
Chief Executive Officer and the four most highly-compensated
executive officers, other than the Chief Executive Officer, whose
compensation exceeded $100,000 for all services rendered to the
Company in all capacities (the "named executives") during the last
fiscal year and who were serving in such capacity as of January
31, 2000:

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Long Term Compensation
______________________________________________________________
Annual Compensation Awards
________________________________ ______________________________________________________________
Name and Fiscal Restricted Stock Securities Underlying All Other
Principal Position Year(1) Salary($) Bonus($) Awards ($) Options(#) Compensation ($)
____________________ _______ __________ ___________ _________________ _____________________ _________________
<S> <C> <C> <C> <C> <C> <S>
Paul F. Albrecht, 2000 131,420 20,400 -- 20,000 5,400(2)
Vice President and
Chief Technology 1999 110,000 36,500 -- 20,000 --
Officer
1998 96,667 48,472 -- 20,000 --

Richard A. Mahoney 2000 231,070 -- -- 100,000 24,759(2)
Chairman of the Board,
President and Chief 1999 217,000 -- -- 50,000 --
Executive Officer
1998 205,004 200,000 4,015(3) 50,000 --

Timothy P. McMullen 2000 160,000 51,556(1) -- 15,000 10,080(2)
Vice President of
Sales and Marketing(4) 1999 160,000 74,445(1) -- 10,000 --

1998 149,583 28,262(1) -- 25,000 --

Philip S. Present II 2000 180,000 -- -- 40,000 --
Chief Operating Officer
and Director 1999 180,000 -- -- 40,000 --

1998 151,649 100,000 -- -- 500(2)

Daniel A. Silber 2000 120,000 -- -- 20,000 2,210(2)
Vice President of
Finance and Chief 1999 120,000 10,000 -- 15,000 --

Financial Officer
1998 109,000 -- -- 10,000 --
____________________________________
(1) Amounts indicated represent bonus and commission payments.
(2) Amounts indicated represent payments including car allowance and/or out-of-pocket medical and/or legal reimbursements.
(3) In 1998, stock awards in equal amounts were given to all Company employees who had completed their fifth year with the
Company. Mr. Mahoney received such a stock award in 1998.
(4) Mr. McMullen resigned from his position with the Company on February 4, 2000.

</TABLE>

Stock Options

The following table sets forth information regarding stock options granted to the named executives during fiscal 2000:

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
_________________________________________________________________________________________________________________________________

Number of Securities % of Total Options Granted Exercise of Base
Name Underlying Options Granted to Employees in Fiscal Year Price ($/Sh.) Expiration Date
_____________ _____________________________ ______________________________ ________________________ ________________
<S> <C> <C> <C> <C>
Paul F. Albrecht 20,000 4.30% $1.95 6/17/2004

Richard A. Mahoney 50,000 10.70% $1.88 4/15/2009
50,000 10.70% $,195 6/17/2009

Timothy P. McMullen 15,000 3.21% $,195 6/17/2004

Philip S. Present II 40,000 8.56% $,195 6/17/2004

Daniel A. Silber 20,000 4.28% $,195 6/17/2004

</TABLE>

<TABLE> <CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

The following table sets forth information regarding stock options exercised by the named executives during fiscal 2000 and the
value of unexercised in-the-money options held by the named parties as of January 31, 2000:

Number of Securities Underlying Value of Unexercised In-the-Money
Unexercised Options at FY-End (#) Options at FY-End ($)(1)
_________________________________
_________________________________
Shares
Acquired on Value
Name Exercise Realized($) Exercisable Unexercisable Exercisable
Unexercisable
_________ ___________ ____________ ______________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Paul F. Albrecht -- -- 46,500 40,000 1,500 20,000

Richard A. Mahoney -- -- 350,000 50,000 150,000 50,000

Timothy P. McMullen -- -- 105,000 -- 20,000 --

Philip S. Present II -- -- 93,334 66,666 25,000 40,000

Daniel A. Silber -- -- 36,000 30,000 11,000 20,000
_______________
(1) Based on the average high and low prices of the Company's Common Stock on
January 31, 2000.
</TABLE>

Compliance with Section 16(a) of the Exchange Act

To the Company's knowledge, during fiscal 2000, all reports
required to be filed under Section 16(a) of the Exchange Act were
filed in a timely manner.

Compensation of Directors

During fiscal 2000, the Company's outside directors (those
directors who are not employees of the Company) were compensated
for their services as directors as follows: (i) directors Paul J.
Stein and Robert E. Kenny III were compensated at a rate of $3,500
per meeting, where $2,500 of each payment represented forgiveness
of amounts due under promissory notes issued to the Company by
Messrs. Stein and Kenny for loans made to them by the Company to
purchase shares of the Company's Common Stock; and (ii) all other
outside directors were paid at a rate of $1,000 per meeting.
Outside directors are not compensated for committee meetings that
occur on the same date as full Board meetings. The Company does
not additionally compensate employee directors. All directors are
reimbursed for all expenses incurred in connection with attendance
at meetings of the Board and the performance of Board duties.

In addition, outside directors are entitled to receive stock
options under the Directors' Plan. Specifically, since 1995,
outside directors have been and continue to be entitled to an
option to purchase 5,000 shares of the Company's Common Stock
after their first year in office and to an annual, automatic grant
of an option to purchase 2,500 shares of the Company's Common
Stock at every annual shareholders' meeting. A total of 100,000
shares is available under the Directors' Plan. All options
granted under the Directors' Plan have a five year term and an
exercise price equal to 100% of fair market value of the Common
Stock on the date of issuance. Options are not exercisable at all
for six months after their issuance, at which time they become
exercisable as to 50% of the shares covered. After 12 months,
they become exercisable in full until expiration.

Employment Agreements

Richard A. Mahoney, the Company's Chairman of the Board, President
and Chief Executive Officer, is employed pursuant to an employment
agreement dated October 31, 1995. The term of the agreement
expires on June 30, 2001 and commenced on November 1, 1995. It
provides for a base salary of $186,000 per annum initially,
increasing incrementally to a base salary of $245,000 per annum in
the final year of the agreement. Under the agreement, Mr. Mahoney
will also be entitled to annual bonuses of up to 100% of his
salary, the actual amount to be determined based on the Company's
performance and Mr. Mahoney's personal performance as determined
by the Board of Directors or the Compensation Committee of the
Board of Directors. He also is entitled to annual stock option
grants of 50,000 shares during the term of the agreement under the
Long-Term Plan and may be granted up to 50,000 stock options in
lieu of a cash bonus in a particular year.

Under the employment agreement, if the Company terminates Mr.
Mahoney's employment without cause or Mr. Mahoney terminates his
employment with the Company under a limited set of circumstances
defined in the employment agreement, including a change of
control, Mr. Mahoney will receive an amount derived by multiplying
the factor 2.99 by the sum of his salary and bonus paid in the
year prior to the year of termination. In addition, in the event
of a change in control of the Company, all outstanding stock
options held by Mr. Mahoney at the time of the change in control
and which were granted six months or more prior to such time will
become exercisable in full and will become subject to repurchase,
at fair market value, for cash by the Company at Mr. Mahoney's
election. This agreement also provides that in the event it
expires and Mr. Mahoney is not rehired in the same position under
the terms and conditions of a new employment agreement acceptable
to both Mr. Mahoney and the Company, Mr. Mahoney will receive lump
sum severance compensation equal to the sum of the salary and
bonus paid to him in the year ending June 30, 2001, the final year
of the agreement. In the event the agreement is terminated by the
Company for cause, Mr. Mahoney would forfeit any severance payment
and all of his outstanding stock options. The agreement also
provides that upon termination or expiration, Mr. Mahoney's
participation in Company-sponsored employee and health benefit
plans will be continued at the Company's expense for a maximum of
18 months so long as he is alive and is not elsewhere employed or
self-employed.

Philip S. Present II, the Company's Chief Operating Officer and
Director, is employed pursuant to an employment agreement dated
February 1, 2000. The term of this agreement is 12 months. The
agreement provides for a base salary of $18,000 per month,
beginning in February 2000, plus bonuses payable based upon the
attainment of certain profitability criteria. The agreement
contains customary noncompetition and confidentiality provisions
and may be terminated by the Company for nonperformance. In the
event Mr. Present is elected President of the Company during the
term of the agreement, whether or not such election follows a
change in control of the Company, the agreement provides that he
shall be awarded stock options to purchase 50,000 shares of the
Company's Common Stock under the Company's Long-Term Stock
Incentive Plan. In addition, if the Company terminates Mr.
Present's employment without cause, he shall receive severance pay
in the amount of three months' salary. Finally, should Mr.
Present's employment be terminated, with or without cause, as a
result of the liquidation, dissolution, consolidation, merger or
other business combination of the Company, including the transfer
of all or substantially all of the Company's assets, the agreement
provides that (i) the Company shall pay to Mr. Present an amount
equal to twice the aggregate of salary and bonus payments made to
him from February 1, 2000 until the date of such termination and
(ii) all stock options granted to Mr. Present prior to such event
shall immediately become fully vested (but in no event shall any
stock options become vested earlier than the minimum vesting
period provided by the Company's 1994 Long-Term Stock Incentive
Plan).

Paul F. Albrecht, the Company's Chief Technology Officer, is
employed pursuant to an employment agreement dated February 1,
2000. The term of this agreement is 12 months. The agreement
provides for a base salary of $12,000 per month, beginning in
February 2000 through the end of the term of agreement, plus
bonuses payable based upon the attainment of certain revenue and
profitability criteria. The agreement contains customary
noncompetition and confidentiality provisions and may be
terminated by the Company for nonperformance. The agreement does
not contain any special severance provisions which would be
triggered by a change in control of the Company.

Daniel A. Silber, the Company's Chief Financial Officer, is
employed pursuant to an employment agreement dated February 1,
2000. The term of this agreement is 12 months. The agreement
provides for a base salary of $12,000 per month, beginning in
February 2000 through the end of the term of agreement, plus
bonuses payable based upon the attainment of certain revenue and
profitability criteria. The agreement contains customary
noncompetition and confidentiality provisions and may be
terminated by the Company for nonperformance. The agreement does
not contain any special severance provisions which would be
triggered by a change in control of the Company.

Timothy P. McMullen resigned from his position with the Company
effective February 4, 2000.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS
AND OTHER INFORMATION

In December 1999, the Company's board of directors authorized
management to enter into negotiations formally to dispose of its
majority interest in DiaLogos Incorporated, its education
subsidiary. In March 2000, the Company's 78% interest in
DiaLogos, since renamed "Learning Voyage, Inc.," was redeemed by
Learning Voyage for $300,000 cash (immediately following a capital
infusion Learning Voyage obtained from a private investment
group), a $450,000 note due in two years with interest payable at
a 2% premium over the current prime rate and a stock purchase
warrant for a 10% interest in Learning Voyage. The warrant is
exercisable based upon certain future actions taken by the
management of Learning Voyage. In 1997, Richard Mahoney, the
President, Chief Executive Officer and Chairman of theBoard of the
Company, Philip S. Present II, the Chief Operating Officer and
Director of the Company and Daniel A. Silber, the Chief Financial
Officer of the Company, had each invested funds in DiaLogos in
exchange for ownership interests therein. Specifically, Mr.
Mahoney and his spouse had invested a total amount of $297,000 for
an interest of 13.5% of DiaLogos, Mr. Present had invested $44,000
for a 2% interest in DiaLogos and Mr. Silber had invested $22,000
for a 1% interest in DiaLogos. As a result of Learning Voyage's
redemption of certain outstanding shares (unrelated to MedPlus'
disposition of its interest), the ownership interests described
above of each of Messrs. Mahoney, Present and Silber increased to
18%, 2.7% and 1.3%, respectively. Furthermore, Mr. Mahoney, by
virtue of his ownership interest in a private investment group,
now indirectly owns an additional 39% of Learning Voyage.

On January 1, 1998, and again on January 1, 1999, the Company
entered into consecutive Representative Agreements with European
IT Solutions ("EITS") pursuant to which the Company hired EITS to
research, develop and implement an indirect sales channel for the
Company's products and services into part or parts of the member
states of the European Union ("EU"). The Agreement with EITS was
renewed on July 1, 1999 to extend until June 30, 2000. Martin A.
Neads, a director of the Company, is a principle of EITS.
Pursuant to the Representative Agreement, the Company has advanced
and will continue to advance a certain amount of funding to EITS
for market assessment and other activities to be performed by EITS
and/or its agents in furtherance of its objectives. In addition,
in exchange for its services pursuant to the Representative
Agreement, EITS is to receive certain marketing fees based on
successful sales in the EU.

The Company's Chief Operating Officer and Director, Philip S.
Present II, was an audit partner with the accounting firm KPMG
Peat Marwick LLP ("KPMG") prior to joining the Company in 1995.
In such capacity he served as the engagement partner for a client
of KPMG during 1993. In 1995 that client restated its financial
statements for the years 1992 and 1993 as a result of its
allegedly having reported premature and fictitious revenue for
such years. In April 1997, the Securities and Exchange Commission
("SEC") settled a civil proceeding in the United States District
Court for the Southern District of Ohio against that client and
five of its former senior officers. The client consented to a
permanent injunction and the former officers consented to both
permanent injunctions and a total of approximately $1.5 million in
monetary penalties. One of the former officers also pleaded
guilty to related criminal charges. In a separate administrative
proceeding also concluded in April 1997, Mr. Present and another
former KPMG partner voluntarily consented to a cease and desist
order arising out of the conduct of the audits of the client's
financial statements without admitting or denying any of the SEC's
allegations. As a result of the order, Mr. Present was prohibited
from practicing as an accountant before the SEC through October
1999. The order does not affect his current duties with the
Company or his ability to serve as a director of a publicly-held
company. Mr. Present voluntarily consented to the order in order
to avoid the expense and time burden of prolonged contested
proceedings.

In the first quarter of fiscal 2000, the Company entered into an
Agreement with three investment firms to obtain $6,100,000 in debt
and equity financing. Edward L. Cahill, one of the Company's
directors, is a principal in two of those firms. The detailed
terms of the debt and equity financing are described in detail in
Item 6 ("Management's Discussion and Analysis of Financial
Condition and Results of Operation - Financing") of the Company's
Annual Report on Form 10-KSB, as amended on May 31, 2000. As of
May 31, 2000, the specific ownership interests in the Company
held by Cahill, Warnock Strategic Partners Fund, LP and Strategic
Associates, LP (the "Cahill Entities"), with respect to each of
which Mr. Cahill is a principal, are as follows: (i) 59,676 shares
of Common Stock, (ii) 2,313,978 shares of Series A Preferred Stock
(the "Preferred Shares"), (iii) 987,106 warrants for Preferred
Shares and (iv) 25,000 warrants to purchase Common Stock owned by
the Cahill Entities. For further information, see Item 11 of the
Company's Annual Report for the year ended January 31, 2000 on
Form 10-KSB, as amended, "Security Ownership of Certain Beneficial
Owners and Management" and related footnotes to the tables
included therein.

Finally, Kenneth W. Freeman, one of the nominees for the Board of
Directors, is currently Chairman of the Board and Chief Executive
Officer of Quest Diagnostics. As discussed above, on June 19,
2000, the Company entered into a Stock Subscription Agreement with
Quest Diagnostics pursuant to which Quest Diagnostics agreed to
purchase certain shares of Common Stock from the Company and a
warrant to purchase additional shares of the Company's Common
Stock. The Agreement and the Warrant are attached to this Proxy
Statement as Exhibits B and C (see "Approval of the Issuance of
Shares of the Company's Common Stock and a Warrant to Purchase
Shares of the Company's Common Stock.")

2001 SHAREHOLDER PROPOSALS

In order for any shareholder proposals for the 2001 Annual Meeting
of Shareholders to be eligible for inclusion at the meeting, they
must be received by the Secretary of the Company at 8805
Governor's Hill Drive, Suite 100, Cincinnati, Ohio 45249, prior to
December 26, 2001.

SELECTION OF ACCOUNTANTS FOR FISCAL YEAR 2001

The Company will continue to retain the services of KPMG Peat
Marwick LLP, its outside accounting firm since 1994, for fiscal
year 2001. Representatives of KPMG Peat Marwick LLP are expected
to be present at the Annual and Special Meeting, will have the
opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report of the Company for fiscal 2000 is enclosed with
this Proxy Statement. Portions of the Annual Report enclosed
herewith and portions of the Company's Annual Report on Form 10-
KSB, as amended on May 30, 2000, and filed with the SEC for fiscal
2000 are incorporated by reference into this Proxy Statement. Upon
written request and payment of a copying charge of $.10 per page,
the Company will provide any of its shareholders a copy of any
document, or exhibit thereto, incorporated herein by reference.
Requests for such copies should be directed to: Investor
Relations, MedPlus, Inc., 8805 Governor's Hill Drive, Suite 100,
Cincinnati, Ohio 45249.

OTHER MATTERS

The Board of Directors does not know of any other business to be
presented to the meeting and does not intend to bring other
matters before the meeting. However, if other matters properly
come before the meeting, it is intended that the persons named in
the accompanying proxy will vote thereon according to their best
judgment in the interests of the Company.

By Order of the Board of Directors

Robert E. Kenny III
Secretary
<PAGE>
EXHIBIT A TO PROXY STATEMENT

AMENDED ARTICLES OF INCORPORATION OF

MEDPLUS, INC.

FIRST: The name of the Corporation shall be MedPlus, Inc.

SECOND: The place in Ohio where the principal office of the
Corporation is to be located is Cincinnati, Hamilton County, Ohio.

THIRD: The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may be
formed under Chapter 1701 of the Ohio Revised Code.

FOURTH: The aggregate number of shares which the Corporation
shall have the authority to issue shall be (a) 25,000,000 shares
of Common Stock without par value; (b) 5,000,000 shares of
Series A Convertible Preferred Stock as follows and (c) 5,000,000
shares of Series B Preferred Stock as follows:

A. Series A Convertible Preferred Stock

1. Number of Shares. The series of Preferred Stock
designated and known as "Series A Convertible Preferred Stock"
shall consist of 5,000,000 shares.

2. Voting. Except as may be otherwise provided in these
terms of the Series A Convertible Preferred Stock or by law, the
Series A Convertible Preferred Stock shall vote together with all
other classes and series of stock of the Corporation as a single
class on all actions to be taken by the stockholders of the
Corporation, including, but not limited to actions amending the
Certificate of Incorporation of the Corporation to increase the
number of authorized shares of Common Stock. Each share of
Series A Convertible Preferred Stock shall entitle the holder
thereof to such number of votes per share on each such action as
shall equal the number of shares of Common Stock (including
fractions of a share) into which each share of Series A
Convertible Preferred Stock is then convertible; provided,
however, that if the number of such number of votes is greater
than such number of shares of Series A Convertible Preferred Stock
and is consequently a violation of the rules of the Nasdaq Stock
Market applicable to the Company, then the number of votes shall
equal the number of shares of Series A Convertible Preferred
Stock.

3. Dividends. The holders of the Series A Convertible
Preferred Stock shall be entitled to receive, out of funds legally
available therefor, quarterly cash dividends at the rate per annum
of $0.06916 per share until June 23, 2002 and thereafter at the
rate of $0.1729 per share (the "Accruing Dividends"). Accruing
Dividends shall accrue from day to day, whether or not earned or
declared, and shall be cumulative. Accruing Dividends shall be
declared by the Board of Directors and paid by the Corporation
quarterly on January 31, April 30, July 31 and October 31 of each
year with respect to each share of Series A Convertible Preferred
Stock then issued and outstanding. At the sole option of the
holder of shares of Series A Convertible Preferred Stock, the
Accruing Dividends may be paid in the form of additional shares of
Common Stock. Upon declaration by the Board of Directors of the
Accruing Dividends, notice shall be sent to each holder of Series
A Convertible Preferred Stock of such declaration and notifying
each such holder (such notice, the "Dividend Notice") that the
Accruing Dividends shall be paid in cash unless such holder
elects, by notice to the Corporation within 15 days of receipt of
the Dividend Notice, to have the Accruing Dividends paid in the
form of additional shares of Common Stock. If any holder so
elects, such holder shall receive in payment in full of the
Accruing Dividends that number of shares of Common Stock as is
equal to the aggregate value of the Accruing Dividends to be paid
divided by the Fair Market Value (as defined in subparagraph 6Q
below) of one share of Common Stock on the date such Accruing
Dividends were declared (a statement as to such Fair Market Value
shall be included in the Dividend Notice). If payment of the
Accruing Dividends as provided above would violate applicable law,
the Corporation's Articles of Incorporation or its Code of
Regulations, then the Corporation shall notify the holders of
shares of Series A Convertible Preferred Stock of such fact and at
the election of at least a majority of the holders of the Series A
Convertible Preferred Stock, the Accruing Dividends shall be
declared and paid in the form of additional shares of Common Stock
as provided above. The holders of the Series A Convertible
Preferred Stock shall also be entitled to receive, out of funds
legally available therefor, dividends at the same rate as
dividends (other than dividends paid in additional shares of
Common Stock) are paid with respect to the Common Stock (treating
each share of Series A Convertible Preferred Stock as being equal
to the number of shares of Common Stock (including fractions of a
share) into which each share of Series A Convertible Preferred
Stock is then convertible).

4. Liquidation. Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary,
the holders of the shares of Series A Convertible Preferred Stock
shall be entitled, before any distribution or payment is made upon
any stock ranking on liquidation junior to the Series A
Convertible Preferred Stock, to be paid an amount equal to the
greater of (i) $1.729 per share plus, in the case of each share,
an amount equal to all Accruing Dividends unpaid thereon (whether
or not declared) and any other dividends declared but unpaid
thereon, computed to the date payment thereof is made available,
or (ii) such amount per share as would have been payable had each
such share been converted to Common Stock pursuant to paragraph 6
immediately prior to such liquidation, dissolution or winding up,
and the holders of Series A Convertible Preferred Stock shall not
be entitled to any further payment, such amount payable with
respect to one share of Series A Convertible Preferred Stock being
sometimes referred to as the "Liquidation Preference Payment" and
with respect to all shares of Series A Convertible Preferred Stock
being sometimes referred to as the "Liquidation Preference
Payments". If upon such liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the assets to
be distributed among the holders of Series A Convertible Preferred
Stock shall be insufficient to permit payment to the holders of
Series A Convertible Preferred Stock of the amount distributable
as aforesaid, then the entire assets of the Corporation to be so
distributed shall be distributed ratably among the holders of
Series A Convertible Preferred Stock. Upon any such liquidation,
dissolution or winding up of the Corporation, after the holders of
Series A Convertible Preferred Stock shall have been paid in full
the amounts to which they shall be entitled, the remaining net
assets of the Corporation may be distributed to the holders of
stock ranking on liquidation junior to the Series A Convertible
Preferred Stock. Written notice of such liquidation, dissolution
or winding up, stating a payment date, the amount of the
Liquidation Preference Payments and the place where said
Liquidation Preference Payments shall be payable, shall be
delivered in person, mailed by certified or registered mail,
return receipt requested, or sent by telecopier or telex, not less
than 20 days prior to the payment date stated therein, to the
holders of record of Series A Convertible Preferred Stock, such
notice to be addressed to each such holder at its address as shown
by the records of the Corporation. Any of (i) the consolidation
or merger of the Corporation (other than a merger to reincorporate
the Corporation in a different jurisdiction) into or with any
other entity or entities in which the shares of the Corporation
outstanding immediately prior to the closing of such event
represent or are converted into shares of the surviving or
resulting entity that represent less than a majority of the total
number of shares of the surviving or resulting entity that are
outstanding or are reserved for issuance upon the exercise or
conversion of outstanding securities immediately after the closing
of such event, (ii) the sale or transfer of fifty percent (50%) or
more of the capital stock of the Corporation in a single
transaction or series of related transactions, and (iii) the sale,
lease, exchange or transfer of all or substantially all of the
assets of the Corporation, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of
the provisions of this paragraph 4, unless the holders of at least
sixty percent (60%) of the then outstanding Series A Convertible
Preferred Stock otherwise agree. For purposes hereof, the Common
Stock shall rank on liquidation junior to the Series A Convertible
Preferred Stock.

5. Restrictions. At any time when shares of Series A
Convertible Preferred Stock are outstanding, except where the vote
or written consent of the holders of a greater number of shares of
the Corporation is required by law or by the Articles of
Incorporation, and in addition to any other vote required by law
or the Articles of Incorporation, without the approval of the
holders of at least two-thirds of the then outstanding shares of
Series A Convertible Preferred Stock, given in writing or by vote
at a meeting, consenting or voting (as the case may be) separately
as a series, the Corporation will not:

5A. Create or authorize the creation of any
additional class or series of shares of stock unless the same
ranks junior to the Series A Convertible Preferred Stock as to the
distribution of assets on the liquidation, dissolution or winding
up of the Corporation, or increase the authorized amount of the
Series A Convertible Preferred Stock or increase the authorized
amount of any additional class or series of shares of stock unless
the same ranks junior to the Series A Convertible Preferred Stock
as to the distribution of assets on the liquidation, dissolution
or winding up of the Corporation, or create or authorize any
obligation or security convertible into shares of Series A
Convertible Preferred Stock or into shares of any other class or
series of stock unless the same ranks junior to the Series A
Convertible Preferred Stock as to the distribution of assets on
the liquidation, dissolution or winding up of the Corporation,
whether any such creation, authorization or increase shall be by
means of amendment to the Articles of Incorporation or by merger,
consolidation or otherwise;

5B. Consent to any liquidation, dissolution or
winding up of the Corporation or consolidate or merge into or with
any other entity or entities or sell, lease, abandon, transfer or
otherwise dispose of all or substantially all its assets;

5C. Amend, alter or repeal its Articles of
Incorporation if the effect would be detrimental or adverse in any
manner with respect to the rights of the holders of the Series A
Convertible Preferred Stock;

5D. Purchase or set aside any sums for the purchase
of, or pay any dividend or make any distribution on, any shares of
stock other than the Series A Convertible Preferred Stock, except
for dividends or other distributions payable on the Common Stock
solely in the form of additional shares of Common Stock and except
for the purchase of shares of Common Stock from former employees
of the Corporation who acquired such shares directly from the
Corporation, if each such purchase is made pursuant to contractual
rights held by the Corporation relating to the termination of
employment of such former employee and the purchase price does not
exceed the original issue price paid by such former employee to
the Corporation for such shares; or

5E. Redeem or otherwise acquire any shares of
Series A Convertible Preferred Stock except as expressly
authorized in paragraph 7 hereof or pursuant to a purchase offer
made pro rata to all holders of the shares of Series A Convertible
Preferred Stock on the basis of the aggregate number of
outstanding shares of Series A Convertible Preferred Stock then
held by each such holder.

6. Conversions. The holders of shares of Series A
Convertible Preferred Stock shall have the following conversion
rights:

6A. Right to Convert. Subject to the terms and
conditions of this paragraph 6, the holder of any share or shares
of Series A Convertible Preferred Stock shall have the right, at
its option at any time, to convert any such shares of Series A
Convertible Preferred Stock (except that upon any liquidation of
the Corporation the right of conversion shall terminate at the
close of business on the business day fixed for payment of the
amount distributable on the Series A Convertible Preferred Stock)
into such number of fully paid and nonassessable shares of Common
Stock as is obtained by (i) multiplying the number of shares of
Series A Convertible Preferred Stock so to be converted by $1.729
and (ii) dividing the result by the conversion price of $1.729 per
share or, in case an adjustment of such price has taken place
pursuant to the further provisions of this paragraph 6, then by
the conversion price as last adjusted and in effect at the date
any share or shares of Series A Convertible Preferred Stock are
surrendered for conversion (such price, or such price as last
adjusted, being referred to as the "Conversion Price"). Such
rights of conversion shall be exercised by the holder thereof by
giving written notice that the holder elects to convert a stated
number of shares of Series A Convertible Preferred Stock into
Common Stock and by surrender of a certificate or certificates for
the shares so to be converted to the Corporation at its principal
office (or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the holders of
the Series A Convertible Preferred Stock) at any time during its
usual business hours on the date set forth in such notice,
together with a statement of the name or names (with address) in
which the certificate or certificates for shares of Common Stock
shall be issued.

6B. Issuance of Certificates; Time Conversion
Effected. Promptly after the receipt of the written notice
referred to in subparagraph 6A and surrender of the certificate or
certificates for the share or shares of Series A Convertible
Preferred Stock to be converted, the Corporation shall issue and
deliver, or cause to be issued and delivered, to the holder,
registered in such name or names as such holder may direct, a
certificate or certificates for the number of whole shares of
Common Stock issuable upon the conversion of such share or shares
of Series A Convertible Preferred Stock. To the extent permitted
by law, such conversion shall be deemed to have been effected and
the Conversion Price shall be determined as of the close of
business on the date on which such written notice shall have been
received by the Corporation and the certificate or certificates
for such share or shares shall have been surrendered as aforesaid,
and at such time the rights of the holder of such share or shares
of Series A Convertible Preferred Stock shall cease, and the
person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.

6C. Fractional Shares; Dividends; Partial
Conversion. No fractional shares shall be issued upon conversion
of Series A Convertible Preferred Stock into Common Stock and no
payment or adjustment shall be made upon any conversion on account
of any cash dividends on the Common Stock issued upon such
conversion. At the time of each conversion, the Corporation shall
pay in cash an amount equal to all dividends accrued and unpaid on
the shares of Series A Convertible Preferred Stock surrendered for
conversion to the date upon which such conversion is deemed to
take place as provided in subparagraph 6B. In case the number of
shares of Series A Convertible Preferred Stock represented by the
certificate or certificates surrendered pursuant to
subparagraph 6A exceeds the number of shares converted, the
Corporation shall, upon such conversion, execute and deliver to
the holder, at the expense of the Corporation, a new certificate
or certificates for the number of shares of Series A Convertible
Preferred Stock represented by the certificate or certificates
surrendered which are not to be converted. If any fractional
share of Common Stock would, except for the provisions of the
first sentence of this subparagraph 6C, be delivered upon such
conversion, the Corporation, in lieu of delivering such fractional
share, shall pay to the holder surrendering the Series A
Convertible Preferred Stock for conversion an amount in cash equal
to the current market price of such fractional share as determined
in good faith by the Board of Directors of the Corporation.

6D. Adjustment of Price Upon Issuance of Common
Stock. Except as provided in subparagraph 6E, if and whenever,
after the date one or more shares of Series A Convertible
Preferred Stock is first issued, the Corporation shall issue or
sell, or is, in accordance with subparagraphs 6D(1) through 6D(7),
deemed to have issued or sold, any shares of Common Stock for a
consideration per share less than the Conversion Price in effect
immediately prior to the time of such issue or sale, then,
forthwith upon such issue or sale, the Conversion Price shall be
reduced to the price at which the Corporation issued or sold, or
is deemed to have issued or sold, such shares of Common Stock.

For purposes of this subparagraph 6D, the following subpara-

graphs 6D(1) to 6D(7) shall also be applicable:

6D(1) Issuance of Rights or Options. In case at
any time the Corporation shall in any manner grant (whether
directly or by assumption in a merger or otherwise) any warrants
or other rights to subscribe for or to purchase, or any options
for the purchase of, Common Stock or any stock or security
convertible into or exchangeable for Common Stock (such warrants,
rights or options being called "Options" and such convertible or
exchangeable stock or securities being called "Convertible
Securities") whether or not such Options or the right to convert
or exchange any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is
issuable upon the exercise of such Options or upon the conversion
or exchange of such Convertible Securities (determined by dividing
(i) the total amount, if any, received or receivable by the
Corporation as consideration for the granting of such Options,
plus the minimum aggregate amount of additional consideration
payable to the Corporation upon the exercise of all such Options,
plus, in the case of such Options which relate to Convertible
Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common
Stock issuable upon the exercise of such Options or upon the
conversion or exchange of all such Convertible Securities issuable
upon the exercise of such Options) shall be less than the
Conversion Price in effect immediately prior to the time of the
granting of such Options, then the total maximum number of shares
of Common Stock issuable upon the exercise of such Options or upon
conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been issued for such price per share as of
the date of granting of such Options or the issuance of such
Convertible Securities and thereafter shall be deemed to be
outstanding. In the event that all Options referred to in this
subparagraph 6D(1) are terminated or expire without any such
Options having been exercised, the Conversion Price shall be
increased to the Conversion Price which would have been in effect
at the time of such expiration or termination had all such Options
never been issued. Except as otherwise provided in
subparagraph 6D(3), no adjustment of the Conversion Price shall be
made upon the actual issue of such Common Stock or of such
Convertible Securities upon exercise of such Options or upon the
actual issue of such Common Stock upon conversion or exchange of
such Convertible Securities.

6D(2) Issuance of Convertible Securities. In case
the Corporation shall in any manner issue (whether directly or by
assumption in a merger or otherwise) or sell any Convertible
Securities, whether or not the rights to exchange or convert any
such Convertible Securities are immediately exercisable, and the
price per share for which Common Stock is issuable upon such
conversion or exchange (determined by dividing (i) the total
amount received or receivable by the Corporation as consideration
for the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any,
payable to the Corporation upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common
Stock issuable upon the conversion or exchange of all such
Convertible Securities) shall be less than the Conversion Price in
effect immediately prior to the time of such issue or sale, then
the total maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities shall be
deemed to have been issued for such price per share as of the date
of the issue or sale of such Convertible Securities and thereafter
shall be deemed to be outstanding, provided that (a) except as
otherwise provided in subparagraph 6D(3), no adjustment of the
Conversion Price shall be made upon the actual issue of such
Common Stock upon conversion or exchange of such Convertible
Securities, (b) if any such issue or sale of such Convertible
Securities is made upon exercise of any Options to purchase any
such Convertible Securities for which adjustments of the
Conversion Price have been or are to be made pursuant to other
provisions of this subparagraph 6D, no further adjustment of the
Conversion Price shall be made by reason of such issue or sale,
and (c) in the event that all Convertible Securities referred to
in this subparagraph 6D(2) are terminated or expire without any
such Convertible Securities having been converted or exchanged,
the Conversion Price shall be increased to the Conversion Price
which would have been in effect at the time of such expiration or
termination had all such Convertible Securities never been issued.

6D(3) Change in Option Price or Conversion Rate.
Upon the happening of any of the following events, namely, if the
purchase price provided for in any Option referred to in
subparagraph 6D(1), the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities
referred to in subparagraph 6D(1) or 6D(2), or the rate at which
Convertible Securities referred to in subparagraph 6D(1) or 6D(2)
are convertible into or exchangeable for Common Stock shall change
at any time (including, but not limited to, changes under or by
reason of provisions designed to protect against dilution), the
Conversion Price in effect at the time of such event shall
forthwith be readjusted to the Conversion Price which would have
been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold, but only if
as a result of such adjustment the Conversion Price then in effect
hereunder is thereby reduced; and on the termination of any such
Option or any such right to convert or exchange such Convertible
Securities, the Conversion Price then in effect hereunder shall
forthwith be increased to the Conversion Price which would have
been in effect at the time of such termination had such Option or
Convertible Securities, to the extent outstanding immediately
prior to such termination, never been issued.

6D(4) Stock Dividends. In case the Corporation
shall declare a dividend (other than the Accruing Dividends) or
make any other distribution upon any stock of the Corporation
(other than the Common Stock) payable in Common Stock, Options or
Convertible Securities, then any Common Stock, Options or
Convertible Securities, as the case may be, issuable in payment of
such dividend or distribution shall be deemed to have been issued
or sold at a price per share equal to $.00001.

6D(5) Consideration for Stock. In case any shares
of Common Stock, Options or Convertible Securities shall be issued
or sold for cash, the consideration received therefor shall be
deemed to be the amount received by the Corporation therefor,
without deduction therefrom of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the
Corporation in connection therewith. In case any shares of Common
Stock, Options or Convertible Securities shall be issued or sold
for a consideration other than cash, the amount of the
consideration other than cash received by the Corporation shall be
deemed to be the fair value of such consideration as determined in
good faith by the Board of Directors of the Corporation, without
deduction of any expenses incurred or any underwriting commissions
or concessions paid or allowed by the Corporation in connection
therewith. In case any Options shall be issued in connection with
the issue and sale of other securities of the Corporation,
together comprising one integral transaction in which no specific
consideration is allocated to such Options by the parties thereto,
such Options shall be deemed to have been issued for such
consideration as determined in good faith by the Board of
Directors of the Corporation.

6D(6) Record Date. In case the Corporation shall
take a record of the holders of its Common Stock for the purpose
of entitling them (i) to receive a dividend or other distribution
payable in Common Stock, Options or Convertible Securities or (ii)
to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the declaration of such dividend or the
making of such other distribution or the date of the granting of
such right of subscription or purchase, as the case may be.

6D(7) Treasury Shares. The number of shares of
Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Corporation, and
the disposition of any such shares shall be considered an issue or
sale of Common Stock for the purpose of this subparagraph 6D.

6E. Certain Issues of Common Stock Excepted.
Anything herein to the contrary notwithstanding, the Corporation
shall not be required to make any adjustment of the Conversion
Price in the case of the issuance from and after the date of
filing of these terms of the Series A Convertible Preferred Stock
of up to an aggregate of 1,096,391 shares (appropriately adjusted
to reflect the occurrence of any event described in
subparagraph 6F) of Common Stock to directors, officers, employees
or consultants of the Corporation in connection with their service
as directors of the Corporation, their employment by the
Corporation or their retention as consultants by the Corporation,
plus such number of shares of Common Stock which are repurchased
by the Corporation from such persons after such date pursuant to
contractual rights held by the Corporation and at repurchase
prices not exceeding the respective original purchase prices paid
by such persons to the Corporation therefor.

6F. Subdivision or Combination of Common Stock. In
case the Corporation shall at any time subdivide (by any stock
split, stock dividend or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price
in effect immediately prior to such subdivision shall be
proportionately reduced, and, conversely, in case the outstanding
shares of Common Stock shall be combined into a smaller number of
shares, the Conversion Price in effect immediately prior to such
combination shall be proportionately increased. In the case of
any such subdivision, no further adjustment shall be made pursuant
to subparagraph 6D(4) by reason thereof.

6G. Reorganization or Reclassification. If any
capital reorganization or reclassification of the capital stock of
the Corporation shall be effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for Common Stock, then, as a
condition of such reorganization or reclassification, lawful and
adequate provisions shall be made whereby each holder of a share
or shares of Series A Convertible Preferred Stock shall thereupon
have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common
Stock immediately theretofore receivable upon the conversion of
such share or shares of Series A Convertible Preferred Stock, such
shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares
of such Common Stock equal to the number of shares of such Common
Stock immediately theretofore receivable upon such conversion had
such reorganization or reclassification not taken place, and in
any such case appropriate provisions shall be made with respect to
the rights and interests of such holder to the end that the
provisions hereof (including without limitation provisions for
adjustments of the Conversion Price) shall thereafter be
applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the
exercise of such conversion rights.

6H. Notice of Adjustment. Upon any adjustment of
the Conversion Price, then and in each such case the Corporation
shall give written notice thereof, by delivery in person,
certified or registered mail, return receipt requested, telecopier
or telex, addressed to each holder of shares of Series A
Convertible Preferred Stock at the address of such holder as shown
on the books of the Corporation, which notice shall state the
Conversion Price resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.

6I. Other Notices. In case at any time:

(1) the Corporation shall declare any dividend
upon its Common Stock payable in cash or stock or make any other
distribution to the holders of its Common Stock;

(2) the Corporation shall offer for
subscription pro rata to the holders of its Common Stock any
additional shares of stock of any class or other rights;

(3) there shall be any capital reorganization
or reclassification of the capital stock of the Corporation, or a
consolidation or merger of the Corporation with or into another
entity or entities, or a sale, lease, abandonment, transfer or
other disposition of all or substantially all its assets, or any
Change of Control ("Change of Control" shall mean the acquisition
by a person or related persons, or entity or related entities, of
voting securities of the Corporation (including securities
convertible into voting securities, "Voting Securities") which,
together with all other Voting Securities owned by such person,
persons, entity or entities (A) exceeds fifty percent (50%) of all
outstanding Voting Securities of the Corporation at such time, or
(B) represents greater than fifty percent (50%) of the voting
power of all outstanding Voting Securities at such time);

(4) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Corporation; or

(5) the election by at least a majority of the
holders of Series A Convertible Stock to have the Corporation
redeem the outstanding shares of Series A Convertible Preferred
Stock pursuant to paragraph 7 hereof;

then, in any one or more of said cases, the Corporation shall
give, by delivery in person, certified or registered mail, return
receipt requested, telecopier or telex, addressed to each holder
of any shares of Series A Convertible Preferred Stock at the
address of such holder as shown on the books of the Corporation,
(a) at least 20 days' prior written notice of the date on which
the books of the Corporation shall close or a record shall be
taken for such dividend, distribution or subscription rights or
for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation, winding up and (b) in the
case of any such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation, winding up, Change
of Control or redemption, at least 20 days' prior written notice
of the date when the same shall take place. Such notice in
accordance with the foregoing clause (a) shall also specify, in
the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing
clause (b) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation or winding up, as the case
may be.

6J. Stock to be Reserved. The Corporation will at
all times reserve and keep available out of its authorized Common
Stock, solely for the purpose of issuance upon the conversion of
Series A Convertible Preferred Stock as herein provided, such
number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding shares of Series A Convertible
Preferred Stock. The Corporation covenants that all shares of
Common Stock which shall be so issued shall be duly and validly
issued and fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issue thereof, and, without
limiting the generality of the foregoing, the Corporation
covenants that it will from time to time take all such action as
may be requisite to assure that the par value per share of the
Common Stock is at all times equal to or less than the Conversion
Price in effect at the time. The Corporation will take all such
action as may be necessary to assure that all such shares of
Common Stock may be so issued without violation of any applicable
law or regulation, or of any requirement of any national securi-

ties exchange upon which the Common Stock may be listed. The
Corporation will not take any action which results in any adjust-

ment of the Conversion Price if the total number of shares of
Common Stock issued and issuable after such action upon conversion
of the Series A Convertible Preferred Stock would exceed the total
number of shares of Common Stock then authorized by the Articles
of Incorporation.

6K. No Reissuance of Series A Convertible Preferred
Stock. Shares of Series A Convertible Preferred Stock which are
converted into shares of Common Stock as provided herein shall not
be reissued.

6L. Issue Tax. The issuance of certificates for
shares of Common Stock upon conversion of Series A Convertible
Preferred Stock shall be made without charge to the holders
thereof for any issuance tax in respect thereof, provided that the
Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the
holder of the Series A Convertible Preferred Stock which is being
converted.

6M. Closing of Books. The Corporation will at no
time close its transfer books against the transfer of any Series A
Convertible Preferred Stock or of any shares of Common Stock
issued or issuable upon the conversion of any shares of Series A
Convertible Preferred Stock in any manner which interferes with
the timely conversion of such Series A Convertible Preferred
Stock, except as may otherwise be required to comply with applic-

able securities laws.

6N. Definition of Common Stock. As used in this
paragraph 6, the term "Common Stock" shall mean and include the
Corporation's authorized Common Stock, no par value per share, as
constituted on the date of filing of these terms of the Series A
Convertible Preferred Stock, and shall also include any capital
stock of any class of the Corporation thereafter authorized which
shall not be limited to a fixed sum or percentage in respect of
the rights of the holders thereof to participate in dividends or
in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
provided that the shares of Common Stock receivable upon
conversion of shares of Series A Convertible Preferred Stock shall
include only shares designated as Common Stock of the Corporation
on the date of filing of this instrument, or in case of any
reorganization or reclassification of the outstanding shares
thereof, the stock, securities or assets provided for in
subparagraph 6G.

6O. Mandatory Conversion. If at any time the Corpora-

tion shall effect a firm commitment underwritten public offering
of shares of Common Stock in which (i) the aggregate price paid
for such shares by the public shall be at least $25,000,000 and
(ii) the price paid by the public for such shares shall be at
least $5.00 per share (appropriately adjusted to reflect the
occurrence of any event described in subparagraph 6F), then
effective upon the closing of the sale of such shares by the
Corporation pursuant to such public offering, all outstanding
shares of Series A Convertible Preferred Stock shall automatically
convert to shares of Common Stock on the basis set forth in this
paragraph 6. If at any time after June 23, 2002 the Fair Market
Value (as defined below) of one share of Common Stock exceeds
$3.458 (appropriately adjusted to reflect the occurrence of any
event described in subparagraph 6F), then effective upon delivery
of a notice of such Fair Market Value to each holder of any shares
of Series A Convertible Preferred Stock, such delivery to be in
person, certified or registered mail, return receipt requested,
telecopier or telex, to the address of such holder as shown on the
books of the Corporation, all outstanding shares of Series A
Convertible Preferred stock shall automatically convert to shares
of Common Stock on the basis set forth in this paragraph 6.
Holders of shares of Series A Convertible Preferred Stock
converted pursuant to this subparagraph 6O may deliver to the
Corporation at its principal office (or such other office or
agency of the Corporation as the Corporation may designate by
notice in writing to such holders) during its usual business
hours, the certificate or certificates for the shares so
converted. As promptly as practicable thereafter, the Corporation
shall issue and deliver to such holder a certificate or
certificates for the number of whole shares of Common Stock to
which such holder is entitled, together with any cash dividends
and payment in lieu of fractional shares to which such holder may
be entitled pursuant to subparagraph 6C. Until such time as a
holder of shares of Series A Convertible Preferred Stock shall
surrender his or its certificates therefor as provided above, such
certificates shall be deemed to represent the shares of Common
Stock to which such holder shall be entitled upon the surrender
thereof.

6P. Additional Adjustment to Conversion Price. If
on June 23, 2001, the product of (A) the Fair Market Value of one
share of Common Stock, multiplied by (B) 2,371,815, is less than
the difference of (i) $6,250,000, minus (ii) the aggregate total
of all Accruing Dividends which have been declared and paid until
such date, then the Conversion Price shall be reduced to the price
which equals two-thirds of the Conversion Price in effect
immediately prior to such reduction.

6Q. Fair Market Value. For the purposes of
paragraph 3 and subparagraphs 6O and 6P, "Fair Market Value" of
one share of Common Stock on any specified date shall mean:

(i) If shares of Common Stock are traded on an
exchange or are quoted on the Nasdaq National Market, the average
of the last reported sale price of the Common Stock on the twenty
trading days before such date;

(ii) If shares of the Common Stock are not traded on
an exchange or on the Nasdaq National Market but are traded in the
over-the-counter market, the average of the mean of the last bid
and asked prices reported on the twenty trading days before such
date (1) by the Nasdaq or (2) if reports are unavailable under
clause (1) by the National Quotation Bureau Incorporated; and

(iii) If shares of the Company's Common Stock are
not publicly traded, then as determined in good faith by the Board
of Directors upon review of relevant factors.

6R. Adjustment for Dividends in Other Stock, Property,
etc.; Reclassification, etc. In case at any time or from time to
time, the holders of Common Stock shall have received, or (on or
after the record date fixed for the determination of shareholders
eligible to receive) shall have become entitled to receive,
without payment therefor:

(a) other or additional stock or other securities or
property (other than cash) by way of dividend, or

(b) any cash (excluding cash dividends payable
solely out of earnings or earned surplus of the Company), or

(c) other or additional stock or other securities or
property (including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of shares or
similar corporate rearrangement,

other than additional shares of Common Stock issued as a stock
dividend or in a stock-split, then and in each such case each
holder of shares of Series A Convertible Preferred Stock shall be
entitled to receive such stock and other securities and property
(including cash in the cases referred to in subparagraphs 6R(b)
and (c)) at the same rate as such stock and other securities and
property (including cash in the cases referred to in subparagraphs
6R(b) and (c)) are paid with respect to the Common Stock (treating
each share of Series A Convertible Preferred Stock as being equal
to the number of shares of Common Stock (including fractions of a
share) into which each share of Series A Convertible Preferred
Stock is then convertible).

7. Amendments. No provision of these terms of the
Series A Convertible Preferred Stock may be amended (whether by
merger, consolidation or otherwise), modified or waived without
the written consent or affirmative vote of the holders of at least
two-thirds of the then outstanding shares of Series A Convertible
Preferred Stock.

B. Series B Preferred Stock. The number of authorized shares of
Series B Preferred Stock shall be Five Million (5,000,000). The
preferences and relative, participating, optional and other
special rights of Series B Preferred Stock and the qualification,
limitations or restrictions thereof, if any, may differ from those
of any and all other classes of stock of the Company already
outstanding; the terms of Series B Preferred Stock shall be as
specified in an amendment or amendments hereof made by action of
the Board of Directors without shareholder approval and the Board
of Directors of the Company is hereby expressly granted authority
to fix, by resolution or resolutions adopted prior to the issuance
of shares of Series B Preferred Stock, the designations,
preferences and relative, participating, optional and other
special rights, or the qualifications, limitations or restrictions
thereof, of the Series B Preferred Stock, including but without
limiting the generality of the foregoing, the following:

1. The rate and times at which, and the terms and conditions
pursuant to which, dividends on the Series B Preferred Stock shall
be paid;

2. The rights, if any, of holders of Series B Preferred Stock to
convert the same into, or exchange the same for, other classes of
stock of the Company and the terms and conditions of such
conversion or exchange;

3. The redemption price or prices and the time at which, and the
terms and conditions on which, Series B Preferred Stock may be
redeemed;

4. The rights of the holders of Series B Preferred Stock upon the
voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of the Company;

5. The voting power, if any, of the Series B Preferred Stock,
except that in no event may the Board grant the holders of Series
B Preferred Stock voting rights superior to the voting rights of
any other existing class of stock authorized for issuance by the
Company; and

6. The terms of the sinking fund or redemption purchase account,
if any, to be provided for the Series B Preferred Stock.

FIFTH: To the extent allowed under Ohio law, an action on any
matter taken by the shareholders of the Corporation, regarding
which the statutes of Ohio provide that unless otherwise provided
in the articles of incorporation or code of regulations of a
corporation there shall be the affirmative role of a larger
proportion than the holders of a majority of the shares entitled
to vote thereon, may be taken by the affirmative vote of the
holders of a majority of shares entitled to vote thereon.

SIXTH: No holder of shares of any class of the Corporation shall
be entitled as of right, preemptive or otherwise, to subscribe for
or to purchase from the Corporation any shares of the Corporation
hereafter issued or sold.

SEVENTH: When authorized by an affirmative vote of the Board
of Directors, without the action or approval of the shareholders
of this Corporation, this Corporation may redeem, purchase, or
contract to purchase, at any time and from time to time, shares of
any class issued by this Corporation for such prices an upon and
subject to such terms and conditions as the Board of Directors may
determine.

EIGHTH: No holder of shares of any class of the Corporation
shall be entitled to vote cumulatively in the election of
directors.

###

<PAGE>
EXHIBIT B TO PROXY STATEMENT

STOCK SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made this 19th day of June, 2000 by and between
MedPlus, Inc., an Ohio corporation ("MedPlus"), and Quest
Diagnostics Ventures LLC, a Delaware limited liability company
("Quest Diagnostics"), a wholly-owned subsidiary of Quest
Diagnostics Incorporated, a Delaware corporation.

B a c k g r o u n d:

MedPlus designs and markets electronic data storage systems,
primarily for the medical market. Quest Diagnostics' parent is a
provider of medical laboratory services which can be integrated
with certain MedPlus product offerings. MedPlus is presently
seeking equity capital which Quest Diagnostics is willing to
provide on the terms and conditions set forth in this Agreement.

A g r e e m e n t:

MedPlus and Quest Diagnostics therefore agree as follows:

1. Issuance of Securities. MedPlus hereby agrees to issue to
Quest Diagnostics, and Quest Diagnostics agrees to purchase and
pay for, on the terms and conditions set forth in this Agreement,
(i) at an initial closing (the "First Closing") which shall take
place concurrently with the parties' execution of this Agreement,
a number of shares of MedPlus common stock ("Common Stock") having
a an aggregate value (the "Initial Purchase Price") as determined
in Section 2 below of $2,000,000 less the purchase price paid to
Richard A. Mahoney as contemplated in Section 3b below; (ii) at a
second closing (the "Second Closing") which shall take place
immediately following the satisfaction of the conditions specified
in Section 4 below, that number of shares of Common Stock having
an aggregate value as determined in Section 2 below of $8,000,000,
provided that, when added to the Common Stock purchased by Quest
Diagnostics in the First Closing and the Common Stock purchased by
Quest Diagnostics from Richard A. Mahoney as contemplated in
Section 3b below, the total number of shares of Common Stock
purchased by Quest Diagnostics at the First Closing and Second
Closing shall not exceed 19.9% of the total number of shares of
Common Stock that MedPlus has issued and outstanding as of the
close of business on the trading date immediately prior to the
date of the First Closing; and (iii) a warrant (the "Warrant") to
purchase additional shares of Common Stock in substantially the
form appended hereto as Exhibit A. The Common Stock and the
Warrant are sometimes collectively referred to herein as the
"Securities".

2. Common Stock Valuation. The purchase price per share for the
Common Stock to be purchased hereunder (other than pursuant to the
Warrant) shall equal the average closing price for MedPlus Common
Stock on the Nasdaq National Market over the 15 trading days
immediately preceding the date of the First Closing (the "Per
Share Price").

3. Conditions to Second Closing. Quest Diagnostics' obligation
to purchase Securities in the Second Closing shall be subject to
the following conditions:

a. Shareholder Approval. MedPlus shall have secured the approval
of its shareholders, as required by the Ohio Control Share
Acquisition Act (Section 1701.831 of the Ohio Revised Code), to
the acquisition by a third party of 20% or more of the stock of an
Ohio public issuer. MedPlus shall call and hold a meeting of its
shareholders at the earliest possible time for the purpose of
seeking such shareholder approval and further covenants and agrees
that its Board of Directors shall formally and in good faith
recommend that the shareholders vote in favor of such approval.

b. Mahoney Stock Sale. At or prior to the First Closing, Quest
Diagnostics and Richard A. Mahoney shall have entered into a stock
purchase agreement providing for Quest Diagnostics' purchase of
100,000 shares of MedPlus Common Stock from Mr. Mahoney

c. No Material Adverse Change. MedPlus shall not have suffered
or incurred any Material Adverse Change. For purposes hereof,
"Material Adverse Change" or "Material Adverse Effect" means any
change or effect that is or would reasonably be likely to be
materially adverse to the business, results of operations,
financial conditions or assets of MedPlus and its subsidiaries
taken as a whole.

4. First Closing Deliveries. At the First Closing, the following
items shall be delivered contemporaneously by the respective
parties:

a. Stock Certificate. MedPlus shall issue and deliver to Quest
Diagnostics a stock certificate representing that number of shares
of Common Stock equal to the Initial Purchase Price divided by the
Per Share Price, free, clear and unencumbered except as provided
in Section 8 below.

b. Warrant. MedPlus shall issue and deliver a duly executed
Warrant.

c. Registration Rights. MedPlus, Quest Diagnostics and the
holders of MedPlus' Series A Preferred Stock shall execute and
enter into an Amended and Restated Registration Rights Agreement
in substantially the form appended hereto as Exhibit B.

d. Sales and Marketing Agreement. MedPlus and Quest Diagnostics
shall enter into a sales and marketing agreement relating to
MedPlus' ChartMaxx product.

e. Consideration. Quest Diagnostics shall wire the Initial
Purchase Price to MedPlus as instructed by MedPlus.The documents
delivered pursuant to this Section 4 (other than the stock
certificate) are referred to as the "Related Agreements".

5. Second Closing Deliveries. At the Second Closing, the
following items shall be delivered or events shall occur:

a. Board Seat. MedPlus' Board of Directors shall create a
vacancy on the Board and as permitted by Ohio law shall appoint a
designee of Quest Diagnostics to fill such vacancy.

b. Stock Certificate. MedPlus shall issue and deliver to Quest
Diagnostics a stock certificate representing the number of shares
of Common Stock required by Section 1(ii) above, free, clear and
unencumbered except as provided in Section 8 below.

c. Consideration. Quest Diagnostics shall wire the purchase
price for the Common Stock purchased at the Second Closing to
MedPlus as instructed by MedPlus.

6.Post-Closing Obligations.

a.Standstill Agreement. For a period ending on the fifth
anniversary of the date of the Closing, Quest Diagnostics shall
not purchase any MedPlus Common Stock from any person or entity
other than MedPlus, in the open market or otherwise, except with
the prior written consent of MedPlus' Board of Directors.

b. Board Seat. So long as Quest Diagnostics remains the holder
of at least 10% of the total outstanding Common Stock of MedPlus,
MedPlus shall use its best efforts to maintain a designee of Quest
Diagnostics as a member of the MedPlus Board of Directors.

7. Investment Representations and Transfer Restrictions. Quest
Diagnostics represents and warrants to, and agrees with, MedPlus
as follows:

a. Neither the Common Stock purchased hereunder nor the Common
Stock issuable upon exercise of the Warrant have been registered
under the Securities Act of 1933 or any applicable state
securities laws, and neither may be offered, sold, transferred,
pledged, assigned or hypothecated in the absence of registration,
or the availability of an exemption from the registration, under
the Securities Act of 1933 or any applicable state securities
laws. MedPlus will effect a transfer of such securities only when
(i) such transfer has been registered under the Securities Act of
1933 and applicable state securities laws, or (ii) upon receipt of
a No-Action letter from the Securities and Exchange Commission and
applicable state securities administrators, or when MedPlus has
been advised by counsel, which advice and counsel shall each be
reasonably satisfactory to MedPlus, that an exemption from such
federal and state registration is available, and upon receipt of
an agreement by the transferee to comply with the provisions of
this Section 7.

b. All certificates evidencing ownership of the Securities, or
replacement or new certificates evidencing same, in the absence of
registration under the Act shall bear an appropriate legend to the
effect that the Securities evidenced by such certificate are
subject to the terms of this Agreement and that appropriate stop
transfer instructions will be issued to MedPlus' transfer agent.

8. Compliance with Securities Laws. MedPlus and Quest
Diagnostics agree that the sale of the Securities will be effected
without registration under the Securities Act of 1933 or under the
applicable state Blue Sky law in reliance upon the exemption from
registration afforded by Rule 506 of Regulation D promulgated
under the Securities Act of 1933. Quest Diagnostics hereby
represents and warrants that it is an accredited investor as such
term is defined by the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933 by virtue
of the fact that it has total assets in excess of $5,000,000 and
was not formed for the specific purpose of acquiring the
Securities.

9. Sophisticated Investor Status. Quest Diagnostics represents
and warrants that it has such knowledge and experience in
financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Securities.

10. MedPlus Representations and Warranties. MedPlus represents
and warrants to, and agrees with, Quest Diagnostics as follows:

a. MedPlus and each of its subsidiaries has been duly organized,
is validly existing and is in good standing under the laws of
their respective states of incorporation. MedPlus has full
corporate power and authority to enter into this Agreement and the
Related Agreements, and (subject to satisfaction of the condition
set forth in Section 3a in the case of the deliveries at the
Second Closing) this Agreement has been (and on and after the
Second Closing each Related Agreement will be) duly and validly
authorized, executed and delivered by MedPlus and constitutes (and
on and after the Second Closing each Related Agreement will
constitute) valid and binding obligations of MedPlus, enforceable
against MedPlus in accordance with its terms, except as such
enforcement may be limited by the United States Bankruptcy Code,
laws effecting creditors rights, generally and general equitable
principles.

b. Subject to the performance by Quest Diagnostics of its
obligations under this Agreement and the accuracy of the
representations and warranties of the Investor, the offering and
sale of the Securities will be exempt from the registration
requirements of the Securities Act of 1933.

c. The execution and delivery by MedPlus of, and the performance
by MedPlus of its obligations under this Agreement and the Related
Agreements in accordance with the terms of this Agreement and the
Related Agreements, will not contravene any provision of
applicable law or the charter documents of MedPlus or any of its
subsidiaries or any agreement or other instrument binding upon
MedPlus or any of its subsidiaries, or any judgment, order or
decree of any governmental body, agency or court having
jurisdiction over MedPlus or any of its subsidiaries, and no
consent, approval, authorization or order of, or qualification
with, any governmental body or agency is required for the
performance by MedPlus of its obligations under this Agreement and
the Related Agreements in accordance with the terms of this
Agreement and the Related Agreements.

d. MedPlus has filed all reports, schedules, forms, statements
and other documents required to be filed by MedPlus with the SEC
since January 31, 1998 ("SEC Documents"). As of its respective
date, each SEC Document complied in all materials respect with the
requirements of the Securities Exchange Act of 1934 or the
Securities Act of 1933, as the case may be, and the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder applicable to such SEC Document, and did not contain
any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances
under which they were made, not misleading. Except to the extent
that information contained in any SEC Document has been revised or
superseded by a later filed SEC document, none of the SEC
documents contains any untrue statement of a material fact or omit
to sate a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

e. All of the outstanding shares of capital stock of MedPlus have
been duly authorized and validly issued and are fully paid, non-
assessable and free of preemptive or similar rights. As of June
14, 2000, 15,000,000 shares of Common Stock are authorized, of
which 6,225,275 shares of Common Stock are issued and outstanding,
200,000 shares of Common Stock are held as treasury shares and
approximately 7,100,000 shares are subject to issuance under
MedPlus' stock option plans and for the exercise of outstanding
Series A Convertible Preferred Shares; and 5,000,000 shares of
Series A Convertible Preferred Shares are authorized, of which
2,371,815 shares are issued and outstanding. MedPlus does not
have any class of authorized stock other than Common Stock and the
Series A Convertible Preferred Stock. The Securities have been
duly authorized and, upon issuance will be validly issued and
fully paid and non-assessable, and the Shares are not subject to
any preemptive or similar rights and are free and clear of any
liens, claims and encumbrances other than any restrictions under
the Act and applicable state securities laws. At its upcoming
annual meeting of shareholders, MedPlus plans to request
shareholder approval of an amendment to its articles of
incorporation to authorize an additional class of preferred stock
and to increase its authorized Common Stock from 15,000,000 to
25,000,000 shares.

f. Neither MedPlus nor any of its subsidiaries are in violation
of their respective charter or bylaws and are not in default in
the performance of any bond, debenture, note or any other evidence
of indebtedness or any indenture, mortgage, deed of trust,
license, contract, lease or other instrument to which MedPlus or
any of its subsidiaries is a party or by which it is bound, or to
which any of the property or assets of MedPlus or any of its
subsidiaries is subject, except such as have been waived or which
would not have, singly or in the aggregate, a Material Adverse
Effect.

g. There is no material litigation or governmental proceeding
pending, or to the knowledge of MedPlus, threatened against, or
involving the property or the business of MedPlus or any of its
subsidiaries which would adversely affect the condition (financial
or otherwise), business, prospects or results of operations of
MedPlus and its subsidiaries, taken as a whole.

h. MedPlus is not (and has not been) in violation of or has
received notice of any deficiency in or violation of any
applicable law, rule, regulation, license, permit or requirement
of any governmental authority, with such exception as would not
constitute, singly or in the aggregate, a Material Adverse Change.

i. The consolidated financial statements set forth in the SEC
Documents fairly present the financial position and the results of
operations of MedPlus, at the dates and periods therein specified.
Such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent
basis throughout the respective periods involved and are complete
and accurate and are in accordance with the books and records of
MedPlus. Since January 31, 2000, neither MedPlus nor any of its
subsidiaries:

(A) have entered into any transaction outside of the ordinary
course of business (except for the sale of MedPlus' former
subsidiary, Dialogos Inc.); or

(B) suffered any Material Adverse Change except as disclosed or
contemplated in the SEC Documents.

j. The representations and warranties of MedPlus set forth in the
Software License and Database Maintenance Agreement dated December
31, 1999 between MedPlus and Quest Diagnostics Incorporated are
true and correct in all material respects as of the date hereof.

The foregoing representations, warranties and agreements shall
survive the Closing.

11. HSR Act. Each of MedPlus and Quest Diagnostics may be
required to file a premerger notification report pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended
from time to time ("HSR Act") to the extent that Quest
Diagnostics, as a result of the exercise of the Warrant, acquires
more than 25% of the outstanding Common Stock provided that the
aggregate purchase price exceeds $15 million. If such a
notification is required to be filed, upon request by Quest
Diagnostics, MedPlus will use its best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under the HSR Act so that
Quest Diagnostics may exercise the Warrant, including preparing
and filing a Premerger Notification Report pursuant to the HSR Act
and responding to requests for additional information.

12. Opportunity to Communicate with Management. Quest
Diagnostics acknowledges that a reasonable time before it executed
this Agreement, it had the opportunity to ask questions of
MedPlus' management and receive answers concerning the terms and
conditions of this sale of the Securities, and to obtain any
reasonably available additional information regarding the MedPlus.

13. Investment Risks. Certain risk factors regarding MedPlus and
its operations and prospects are set forth in the SEC Documents.
Quest Diagnostics acknowledges that it has read and understands
such risk factors and that such risk factors are not necessarily
an exhaustive listing of all risks of MedPlus' business. Quest
Diagnostics is able to sustain the loss of its entire investment.

14. Use of Proceeds. The proceeds from the sale of the Securities
to Quest Diagnostics will be used for general working capital
purposes and/or the reduction of debt. MedPlus' use of the
proceeds hereunder is not subject to the receipt of any other
funds by MedPlus from other sources.

Underlying Common Stock. The shares of Common Stock issuable upon
exercise of the Warrant have not been registered under the
Securities Act of 1933 or any state securities law. Quest
Diagnostics acknowledges that should it elect to exercise the
Warrant in the absence of such registration, the shares of Common
Stock it receives will constitute restricted securities within the
meaning of the Securities Act of 1933 which cannot be resold in
the absence of registration or an available exemption from
registration, as set forth in Section 7(a).

16.Public Announcement. Each party agrees that neither it nor any
of its affiliates will make any public announcement regarding the
transactions contemplated by this Agreement without the prior
written consent of the other party, except to the extent such
announcement may be required by law in which case each party shall
reasonably consult with the other party prior to the making of any
such announcement.

17. General Provisions.

a. Entire Agreement. This Agreement, together with the Related
Agreements, constitutes the entire agreement between the parties
and (other than with respect to the Related Agreements) supersedes
and cancels any other agreement, representation or communication,
whether oral or written, between the parties hereto relating to
the transactions contemplated herein or the subject matter hereof.

b. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an
original, but all of which together, each of which shall be deemed
an original, but all of which together shall constitute one and
the same instrument.

c. Notices. All notices and other communications from any party
hereto to any other party hereto shall be mailed by first-class,
registered or certified mail, postage prepaid, to MedPlus at its
principal offices at 8805 Governor's Hill Drive, Cincinnati, Ohio
45249, Attention: Chief Operating Officer or to Quest Diagnostics
at One Malcolm Avenue, Teterboro, New Jersey 07608, Attention:
General Counsel.

d. Amendments, Waivers, etc. No term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.

e. Headings. The headings in this Agreement are for the purposes
of convenience of reference only and shall not be deemed to
constitute a part hereof.

f. Governing Law. This Agreement shall be construed and enforced
in accordance with and governed by the laws of the State of Ohio.

g. Successors and Assigns. The benefits of this Agreement shall
inure, and the obligations of this Agreement shall be binding
upon, the personal representatives, successors and assigns of the
parties hereto; provided, however, that neither party shall assign
its rights or obligations hereunder without the prior written
consent of the other party.

<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
on the date set forth below.

MEDPLUS, INC.

By: _______________________

Its: _______________________

QUEST DIAGNOSTICS VENTURES LLC

By: _______________________

Its: _______________________
<PAGE>
EXHIBIT C TO PROXY STATEMENT

COMMON STOCK WARRANT

THE SECURITY EVIDENCED HEREBY MAY NOT BE TRANSFERRED EXCEPT (I)
IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH 1 HEREOF AND (II)
WITH EITHER (A) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH TRANSFER MAY BE LAWFULLY MADE WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933 OR (B) SUCH REGISTRATION.

COMMON STOCK WARRANT

To Purchase Shares of Common Stock of
MedPlus, Inc.

June 19, 2000

THIS CERTIFIES THAT, in consideration of $1.00 and other valuable
consideration paid to MedPlus, Inc., an Ohio corporation (the
"Company"), Quest Diagnostics Ventures LLC ("Holder") is entitled
to subscribe for and purchase from the Company, as more
specifically described below, 2,884,513 fully paid and
nonassessable shares of the Company's common stock without par
value at a price per share (the "Exercise Price") equal to $5.73
(such price equaling 110% times the Per Share Price specified in
Section 2 of the Stock Subscription Agreement of even date (the
"Subscription Agreement") between the Company and Holder). This
Warrant is exercisable in any part after the Effective Date
defined below and in no event at any time after the earlier of
(i) December 19, 2001 (18 months after the date of issuance) or
(ii) such time as Quest Diagnostics terminates that certain
National Sales and Marketing Agreement, of even date herewith, by
and between Quest Diagnostics, Inc. and the Company pursuant to
Section 1(b)(ii)(b)(1) thereof (the earlier of such dates referred
to as the "Expiration Time"), whereupon the Warrant shall expire
and may thereafter no longer be exercised.

This Warrant is subject to the following provisions, terms and
conditions:

1. Exercise; Transferability. This Warrant shall first become
exercisable on the date of issuance (the "Effective Date"). The
rights represented by this Warrant may be exercised by the Holder,
in whole or in part, by written notice of exercise delivered to
the Company at its office at 8805 Governor's Hill Drive,
Cincinnati, Ohio 452249 Attention: Secretary (or such other
address as the Company may specify to Holder from time to time)
five business days prior to the intended date of exercise and by
the surrender of this Warrant (properly endorsed) at the principal
office of the Company and upon payment of the Exercise Price as
indicated below. This Warrant may not be transferred except to
Quest Diagnostics Incorporated, a Delaware corporation (or its
successor) or a wholly owned subsidiary of Quest Diagnostics
Incorporated. Subject to the provisions of this Warrant, this
Warrant may be exercised as follows: Upon presentation to the
Company at the office specified in Section 1 of this Warrant with
the subscription notice attached to this Warrant as Exhibit A duly
completed, and upon payment of an amount equal to the product of
the Exercise Price and the number of shares of common stock to be
purchased, by, at the option of the Holder, (a) wire transfer to
an account in a bank located in the United States designated for
such purpose by the Company or (b) certified or official bank
check, the Company will issue and cause to be delivered to or upon
the written order of the Holder and in such name or names as the
Holder may designate consistent with the terms of the Subscription
Agreement and this Warrant, a certificate for the shares of common
stock issued upon such exercise. Notwithstanding the foregoing,
the Holder cannot purchase more than 192,547 shares of common
stock under this Warrant until such date, if any, as the Company's
shareholders have approved the purchase by Holder of more than 20%
of the Company's outstanding common stock as of the date hereof in
accordance with Section 1701.831 of the Ohio Revised Code.

2. Issuance of Shares. The Company agrees that the shares
purchasable hereunder shall be and are deemed to be issued to
Holder as of the close of business on the date on which this
Warrant shall have been surrendered and the payment made for such
shares as described herein. Subject to the provisions of the next
succeeding paragraph, certificates for the shares of stock so
purchased and, unless this Warrant has expired, a new Warrant
representing the number of shares, if any, with respect to which
this Warrant shall not then have been exercised, shall be
delivered to Holder within a reasonable time, not exceeding ten
days after the rights represented by this Warrant shall have been
so exercised. Notwithstanding the foregoing, however, the Company
shall not be required to deliver any certificate for shares of
stock upon exercise of this Warrant, except as otherwise expressly
provided herein.

3. Covenants of Company. The Company covenants and agrees that
all shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly
authorized and issued, fully paid, nonassessable and free from all
taxes, liens and charges with respect to the issue thereof, and,
without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such
action as may be required to assure that the par value per share
of common stock is at all times equal to or less than the then
effective purchase price per share of the common stock issuable
pursuant to this Warrant. The Company further covenants and
agrees that, during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times
have authorized, and reserved for the purpose of issue or transfer
upon exercise of the subscription rights evidenced by this
Warrant, a sufficient number of shares of its common stock to
provide for the exercise of the rights represented by this
Warrant.

4. Anti-Dilution Adjustments.

(a) If at any time prior to the Expiration Time the Company
issues shares of its common stock (or securities convertible into
common stock or options to purchase common stock) at a price per
share less than the Exercise Price (other than as a result of the
conversion of preferred stock outstanding on the date hereof or
the exercise of options outstanding on the date hereof, all in
accordance with the terms existing on the date hereof), then the
Exercise Price shall be deemed to be reduced to equal the price
per share at which such new shares are issued.

(b) In case the Company shall at any time hereafter subdivide or
combine the outstanding shares of common stock or declare a
dividend payable in common stock or other securities of the
Company (including options to purchase securities of the Company),
the per share exercise price of this Warrant in effect immediately
prior to the subdivision, combination or record date for such
dividend payable in common stock shall forthwith be
proportionately increased, in the case of combination, or
decreased, in the case of subdivision or dividend payable in
common stock or other securities of the Company and each share of
common stock purchasable upon exercise of this Warrant shall be
changed to the number determined by dividing the then current
exercise price by the exercise price as adjusted after the
subdivision, combination or dividend payable in common stock.
However, notwithstanding any provision to the contrary, no
adjustment in the Exercise Price need be made under this Section
4(b) as a result of any such dividend if the Company issues or
distributes to Holder script or other documentation entitling
Holder upon exercise of this Warrant to receive the securities or
property which Holder would have been entitled to receive had the
Warrant been exercised prior to the happening of such event or
the record date with respect thereto.

(c) No fractional shares of common stock are to be issued upon
the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any fraction of a share which would
otherwise be issuable in an amount equal to the same fraction of
the market price per share of common stock on the day of exercise
as determined in good faith by the Company.

(d) If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the
Company with another corporation or the sale of all or
substantially all of its assets to another corporation shall be
effected in such a way that holders of common stock shall be
entitled to receive stock, securities or assets with respect to or
in exchange for common stock, or in the event of a distribution by
the Company of its assets with respect to the common stock as a
liquidating or partial liquidating dividend, then, as a condition
of such reorganization, reclassification, consolidation, merger,
sale or distribution, lawful and adequate provision shall be made
whereby the Holder hereof shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and
conditions specified in this Warrant and in lieu of the shares of
common stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby,
such stock, securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding shares of
such common stock equal to the number of shares of such stock
immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby had such reorganization,
reclassification, consolidation, merger, sale or distribution not
taken place, and in any such case appropriate provisions shall be
made with respect to the rights and interests of the Holder of
this Warrant to the end that the provisions hereof (including
without limitation provisions for adjustments of the Warrant
purchase price and of the number of shares purchasable upon the
exercise of this Warrant) shall thereafter be applicable, as
nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof.

(e) If any circumstance or adjustment described in Section 4
hereof occurs, then within ten (10) days after such circumstance
or adjustment, the Company shall give written notice thereof, by
first class mail, postage prepaid, addressed to the registered
holder of this Warrant at the address of such holder as shown on
the books of the Company, which notice shall state the Exercise
Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the
exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.

5. Pre-emptive Rights. If, at any time prior to December 19,
2001 (whether or not this Warrant is exercisable or has
previously been exercised in whole or in part), the Company
proposes to issue any common stock (other than pursuant to (i) the
exercise of this Warrant, (ii) the conversion of any preferred
stock outstanding as of the date hereof, (iii) exercise of any
stock purchase options or other warrants outstanding as of the
date hereof or (iv) the exercise of any stock purchase options
issued after the date hereof to any employee, director or officer
of the Company), then the Company shall provide written notice to
Holder describing the terms of such issuance and price of such
common stock, whereupon Holder shall have a period of ten (10)
days after receipt of such notice to purchase such number of
shares of common stock, on such terms and at such price as
proposed by the Company in connection with such issuance of common
stock, as may be necessary to allow Holder to hold that number of
shares of common stock representing a percentage of all
outstanding common stock of the Company after such issuance of
common stock equal to the percentage immediately prior to such
issuance of all outstanding common stock of the Company (i) held
by Holder or that would be held by Holder following the purchase
at the Second Closing under the Subscription Agreement and (ii)
subject to this Warrant immediately prior to such issuance. If, at
any time prior to December 19, 2001 (whether or not this Warrant
is exercisable or has previously been exercised in whole or in
part), the Company proposes to issue any equity security other
than common stock, then the Company shall provide written notice
to Holder describing the terms of such issuance and price of such
equity security, whereupon Holder shall have a period of ten (10)
days after receipt of such notice to purchase such number of
shares of such equity security, on such terms and at such price as
proposed by the Company in connection with such issuance as may be
necessary to allow Holder to hold that number of shares of such
equity security representing a percentage of all outstanding
shares of such equity security after such issuance equal to the
percentage immediately prior to such issuance of all outstanding
common stock of the Company (i) held by Holder or that would be
held by Holder following the purchase at the Second Closing under
the Subscription Agreement and (ii) subject to this Warrant
immediately prior to such issuance. The closing of such purchase
shall occur at the same time as the closing of the sale to third
parties of the common stock or other securities of the Company or,
if later, the date this Warrant is first exercisable.

6. No Voting Rights. This Warrant shall not entitle the Holder
hereof to any voting rights or other rights as a shareholder of
the Company.

7. Notice of Transfer of Warrant or Resale of Shares. Holder, by
acceptance hereof, agrees to give written notice to the Company
before transferring any common stock issued upon the exercise
hereof ("Warrant Shares"), of Holder's intention to do so,
describing briefly the manner of any proposed transfer. Promptly
upon receiving such written notice, the Company shall present
copies thereof to the Company's counsel and to counsel to the
original transferee of this Warrant. If in the opinion of each
such counsel the proposed transfer may be effected without
registration or qualification (under any federal or state law),
the Company, as promptly as practicable, shall notify Holder of
such opinions, whereupon Holder shall be entitled to transfer the
Warrant Shares or to dispose of shares of common stock received
upon the previous exercise hereof in accordance with the notice
delivered by Holder to the Company, provided that an appropriate
legend may be endorsed on this Warrant or the certificates for
such Warrant Shares respecting restrictions upon transfer thereof
necessary or advisable in the opinion of counsel satisfactory to
the Company to prevent further transfers which would be in
violation of Section 5 of the Securities Act of 1933. If, in the
reasonable opinion of either of the counsel referred to in this
paragraph 7, the proposed transfer or disposition described in the
written notice given pursuant to this paragraph 7 may not be
effected without registration or qualification of the Warrant
Shares, the Company shall promptly give written notice thereof to
Holder, and Holder will limit its activities in respect to such
proposed transfer or disposition as, in the opinion of both such
counsel, are permitted by law. Notwithstanding the foregoing, no
opinion of counsel shall be required for any transfer of this
Warrant to Quest Diagnostics Incorporated (or its successor) or a
wholly owned subsidiary of Quest Diagnostics.

8. Fully Diluted. The Company represents that the shares
purchasable under this Warrant represent (i) 30% of the shares of
common stock of the Company outstanding on the date hereof on a
fully-diluted basis, minus (ii) the 1,818,465 shares of MedPlus,
Inc common stock purchasable by Holder pursuant to that certain
Stock Subscription Agreement between the Company and Holder of
even date herewith minus (iii) the 100,000 shares purchased by
Holder from Richard A. Mahoney pursuant to a Stock Purchase
Agreement of even date herewith. For purposes of this Warrant,
the term fully-diluted means all shares of common stock which are
actually issued and outstanding as of the date hereof, plus all
shares of common stock issuable upon the conversion of all
preferred stock outstanding on the date hereof (whether or not the
preferred stock is convertible on the date hereof) and the
exercise of all stock purchase options and warrants which are
outstanding on the date hereof (whether or not the options or
warrants are exercisable on the date hereof).

9. Notice of Certain Events.

The Company will deliver (by first class mail postage prepaid) to
the Holder of this Warrant written notice at least ten (10) days
prior to the occurrence of the following events:

(a) the date on which a record is to be taken for the purpose of
any dividend, distribution or grant of rights, or, if a record is
not to be taken, the date as of which the shareholders of common
stock of record to be entitled to such dividend, distribution or
grant of rights are to be determined;

(b) the date on which a record is to be taken for the purpose of
determining shareholders of common stock entitled to vote on any
reclassification, reorganization, consolidation, merger, sale,
transfer, dissolution, liquidation, winding up or purchase,
retirement or redemption; and

(c) the date, if any, as of which holders of record of the common
stock will be entitled to exchange their common stock for
securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, sale,
transfer, dissolution, liquidation, winding up, purchase,
retirement or redemption.

10. Replacement. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of
this warrant and in the case of loss, theft or destruction, on
delivery of an indemnity agreement reasonably satisfactory in form
to the Company or, in the case of mutilation, on surrender and
cancellation of this warrant, the Company, at its expense, will
execute and deliver in lieu of this Warrant a new warrant of like
tenor.
11. Specific Performance. The Holder will have the right to
specific performance by the Company of the provisions of this
Warrant. The Company hereby irrevocably waives, to the extent
that it may do so under applicable law, any defense based on the
adequacy of a remedy at law which may be asserted as a bar to the
remedy of specific performance in any action brought against the
Company for specific performance of this Warrant by the Holder.

12. Listing. The Company will, at its own expense, from time to
time take all action which may be necessary to obtain and keep
effective any and all permits, consents, orders and approvals of
governmental agencies and authorities which are or become required
or necessary so that any common stock, immediately upon its
issuance upon the exercise of this Warrant, will be listed on each
securities exchange, NASDAQ or other quotation services, if any,
on which common stock of the Corporation is then listed.

<PAGE>
IN WITNESS WHEREOF, MEDPLUS, INC. has caused this Warrant to be
signed by its duly authorized officer and this Warrant to be dated
as of June 19, 2000.

MEDPLUS, INC.

By:_______________________

Its:______________________

EXHIBIT A

SUBSCRIPTION NOTICE

[To be executed only upon exercise of Warrant]

The undersigned registered owner of the attached Warrant
irrevocably exercises the attached Warrant for the purchase of
___________ shares of common stock, without par value, of MedPlus,
Inc. and herewith makes payment therefor, to the order of the
Company in the amount of $________________ as payment of the
Exercise Price in accordance with the terms set forth in Section
1.1.

Date:__________________, 20__. (Holder's Signature
ASSIGNMENT FORM -- To be Executed By the Registered Holder in
Order to Transfer the Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers ___ of the Warrants represented by the attached Warrant
Certificate unto _____________________________________ (Please
print or typewrite name and address including postal zip code of
assignee:__________________) (Social Security or other identifying
number of assignee: ________________) and does irrevocably
constitute and appoint ________________________ attorney to
transfer the Warrant Certificate on the records of the Company
with full power of substitution in the premises.

Date:__________________, 20__. ________________________
(Holder's Signature)

PLEASE NOTE: The signature(s) to the Purchase Form or the
Assignment Form must correspond to the name as written upon the
face of the Warrant Certificate in every particular without
alteration or enlargement or any change whatsoever.

<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

MedPlus, Inc.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required. [I don't have fee calc. info]

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

1) Title of each class of securities to which transaction
applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed: