<PAGE>

                                                                  EXHIBIT 10.9

                FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT


         This Fifth Amended and Restated Shareholders Agreement (this
"Agreement") is entered into and made to be effective as of January 7, 2000, by
and among DPEC, Inc. an Ohio corporation (the "Company"), and each of the
individuals executing counterparts of a signature page to this Agreement
(individually, a "Shareholder" and, collectively, the "Shareholders").

                                   WITNESSETH

         WHEREAS, the parties to that certain Fourth Amended and Restated
Shareholders Agreement dated August 27, 1999, desire to terminate that agreement
and replace it with this Agreement;

         WHEREAS, the Shareholders and the Company desire to memorialize certain
other agreements among themselves;

         WHEREAS, the Shareholders own common shares, without par value, of the
Company (the "Shares");

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the parties agree as follows:

                                    ARTICLE I

                       REVOCATION OF S CORPORATION STATUS

         1.01     TERMINATION AND REVOCATION OF S CORPORATION ELECTION. The
parties acknowledge and agree to the termination and revocation of the election
of the Company to be an S Corporation under the Internal Revenue Code of 1986,
as amended, effective September 15, 1998.

                                   ARTICLE II

         RESTRICTIONS ON TRANSFER; RIGHTS OF SHAREHOLDERS OF THE COMPANY

         2.01     RESTRICTIONS ON TRANSFER. No Shareholder shall sell, assign,
convey, give, pledge, hypothecate, dispose of, issue or otherwise transfer
(collectively "Transfer"), whether such Transfer is inter vivos or testamentary,
any Shares, or any interest therein (such as stock options), now owned or
hereafter acquired by such Shareholder unless the entire consideration, if any,
for such Transfer is cash, publicly-traded securities, promissory notes or a
combination thereof and unless such Transfer is effected in accordance with the
terms of this Article II. In addition, if such Shareholder is Carol, she must
comply with the terms of Section 11 of the Series C Convertible Preferred Stock
Purchase Agreement by and among River Cities Capital Fund II



<PAGE>

Limited Partnership, JG Funding, LLC, Saunders Capital Group, LLC, Irving W.
Bailey II, the Company and Carol dated of even date herewith.

         2.02     NOTICE AND PROCEDURES.

                  (a)      Except as provided in Section 2.05 hereof, if a
Shareholder has a bona fide intention to make a Transfer, whether such Transfer
is inter vivos or testamentary, of any Shares, or any interest therein, now
owned or hereafter acquired by such Shareholder (the "Transferring Shareholder")
to a prospective purchaser, assignee, transferee or other recipient (a
"Prospective Transferee"), the Transferring Shareholder shall give written
notice to the Company of such intention to Transfer such Shares (the Shares
subject to such proposed Transfer are hereinafter called the "Available Shares")
at least 90 days prior to the anticipated closing date of the proposed Transfer
(the "Notice"). The Notice shall be in affidavit form and shall set forth the
name and address of the Transferring Shareholder, the number of Available
Shares, the name and address of the Prospective Transferee, the terms and the
consideration, if any, offered by the Prospective Transferee and the anticipated
closing date of the Transfer.

                  (b)      The Notice given to the Company pursuant to Section
2.02(a) hereof shall also include an offer to sell to the Company all, but not
less than all, of the Available Shares (or the remaining portion thereof) at the
same per Share price and on the same terms as are specified in the Notice (the
"Offer to the Company"). The Offer to the Company shall be subject and
subordinate to any Offer to Participate, as provided in Section 2.02(c) hereof,
with respect to the Available Shares. If the Company wishes to accept the Offer
to the Company, it must do so in a writing received by the Transferring
Shareholder within 60 days after its receipt of the Offer to the Company, and
such acceptance must be unconditional. The Company shall have 30 days after its
acceptance of the Offer to the Company to complete the purchase. If the Company
does not accept an Offer to the Company or complete the purchase in accordance
with the terms specified in the Notice, the Company's rights under this Section
2.02(b) shall terminate with respect to such Offer to the Company.

                  (c)      If (l) the Transferring Shareholder is a member of
Carol's Family and (2) the effective date of the Transfer is prior to the
Expiration Date, the Notice given to the Company pursuant to Section 2.02(a)
hereof shall also be given to Fran's Family and shall include an offer to Fran's
Family to participate Pro Rata in the Transfer at the same per Share price and
on the same terms as are specified in the Notice (the "Offer to Participate").
If Fran's Family wishes to accept the Offer to Participate, Fran's Family must
do so in a writing received by Carol and the Company within 30 days after their
receipt of the Offer to Participate, and such acceptance shall be unconditional
and shall specify the total number of Shares (up to the Pro Rata number) that
Fran's Family will Transfer pursuant to the Offer to Participate. If Fran's
Family does not accept an Offer to Participate as provided above or complete the
Transfer in accordance with the terms specified in the Notice, their rights
under this Section 2.02(c) shall terminate with respect to such Offer to
Participate.

         2.03     EFFECT OF TERMINATION OR WAIVER OF RIGHTS. If the rights of
the Company and the other Shareholders with respect to Available Shares under
the provisions of Section 2.02 hereof have terminated or been waived the
Transferring Shareholder shall have the right, for a period of


                                     -2-
<PAGE>

60 days after the last such termination or waiver, to make a bona fide
Transfer of the Available Shares (or the remaining portion thereof) to the
Prospective Transferee named in the Notice given pursuant to Section 2.02(a)
hereof at the same per Share price and on the same terms specified in the
Notice. If such Transfer of the Available Shares is not so made by such date,
the Transfer shall again be subject to the requirements of Section 2.02
hereof.

         2.04     DEATH OF A SHAREHOLDER. Except as otherwise provided in this
Section 2.04 and in Section 2.05 hereof, upon the death of a Shareholder, (a)
all of the Shares held by the deceased Shareholder at the time of her death
shall be deemed to be Available Shares, (b) the personal representative of the
estate of the deceased Shareholder shall be deemed to be a Transferring
Shareholder, (c) the Transferring Shareholder (or the Company on behalf of the
Transferring Shareholder) shall give the Notice specified in Section 2.02(a)
hereof and shall make the Offer to the Company or Offer to Participate as
provided in Section 2.02(b) and (c) hereof, respectively, and (d) the rights and
obligations of the parties with respect to such Available Shares shall be
governed by the provisions of Section 2.02 and 2.03 hereof. Notwithstanding the
foregoing, the price of the Available Shares purchased pursuant to this Section
2.04 shall be paid in cash and shall be an amount equal to the fair market value
of the Available Shares. The fair market value of the Available Shares shall be
mutually agreed upon by the Transferring Shareholder and the Company. If the
Transferring Shareholder and the Company cannot agree upon the fair market value
of the Available Shares, an independent appraiser mutually selected by the
Transferring Shareholder and the Company shall establish the fair market value
of the Available Shares. If the Transferring Shareholder and the Company cannot
mutually agree upon an independent appraiser, each shall select an independent
appraiser and the two independent appraisers so selected shall select a third
independent appraiser. The three independent appraisers shall convene as soon as
practicable to establish the fair market value of the Available Shares. The
decision of a majority of the three independent appraisers with respect to the
fair market value of the Available Shares shall be final and binding on the
Transferring Shareholder and the Company. Each of the Transferring Shareholder
and the Company shall pay half of the costs of the independent appraiser(s)
selected pursuant to this Section 2.04.

         2.05     EXCEPTIONS TO TRANSFER RESTRICTIONS. Notwithstanding anything
to the contrary contained in Article II hereof, (a) a Transfer, whether inter
vivos or testamentary, of Shares by a member of Carol's Family exclusively to
one or more other members of Carol's Family or by a member of Fran's Family
exclusively to one or more other members of Fran's Family and (b) a Transfer of
Shares included in a registration statement of the Company pursuant to its
initial public offering, shall not be subject to the provisions of Sections
2.01, 2.02 or 2.04 so long as, in the case of subparagraph (a) above, the
acquiring Family member agrees to be a party to this Agreement at or prior to
the effective date of the Transfer.

         2.06     TRANSFERS BY THE COMPANY TO CAROL'S FAMILY -- RIGHTS OF FRAN'S
FAMILY. Prior to the Expiration Date, the Company shall not Transfer any Shares
to Carol's Family at less than the fair market value of the Shares, as
determined in good faith by the Board of Directors of the Company; provided,
however, that this Section 2.06 shall not prohibit the Company from making a pro
rata distribution of Shares to the then holders of the Company's issued and
outstanding Shares, including to those members of Carol's Family who then hold
Shares. Prior to the Expiration Date, if the Company intends to make a Transfer
of Shares to any member of Carol's


                                     -3-
<PAGE>

Family (other than pursuant to a pro rata distribution described in the
foregoing proviso), the Company shall give written notice to Fran's Family of
such intention at least 30 days prior to the anticipated closing date of the
proposed Transfer and shall offer to sell to Fran's Family a Pro Rata number
of Shares at the same per Share price and on the same terms (the "Protective
Offer"). If Fran's Family wishes to accept the Protective Offer, they must do
so in a writing received by the Company within 15 business days after their
receipt of the Protective Offer from the Company, and such acceptance shall
be unconditional and shall specify the total number of Shares (up to the Pro
Rata number) that Fran's Family will purchase pursuant to the Protective
Offer. If Fran's Family does not accept the Protective Offer or complete the
purchase as provided above, their rights under this Section 2.06 shall
terminate with respect to such Protective Offer.

         2.07     ALLOCATION OF RIGHTS OF FRAN'S FAMILY. Fran may allocate to
one or more members of her Family, as she sees fit, any of the rights of Fran's
Family pursuant to the Offer to Participate, Offer to Sell or the Protective
Offer.

         2.08     SHAREHOLDER GUARANTEE. Notwithstanding anything to the
contrary contained in Section 2.01 hereof, a term of the Transfer of Available
Shares may be the release or reduction of Shareholder Guarantees by the
Transferring Shareholder. In such event, a purchaser of the Available Shares
pursuant to Section 2.02 or 2.04 hereof shall similarly be required to cause the
release or reduction of Shareholder Guarantees.

         2.09     CERTAIN DEFINITIONS. The terms "Pro Rata," "Expiration Date"
and "Shareholder Guarantee" and the family-related terms shall have the meanings
set forth below:

                  "Carol" means Carol Clark.

                  "Carol's Family" means Carol and her Family.

                  "Fran" means Fran Papalios.

                  "Fran's Family" means Fran and her Family.

                  "Family" means, with respect to Carol or Fran, as the case may
be, any one or more of the following persons if and only if such persons have
agreed to be parties to this Agreement: (a) her husband on the date of this
Agreement and any person who subsequently becomes her husband, (b) her lineal
descendants, parents and siblings and (c) one or more trusts, the sole
beneficiaries or owners of which are members of her Family.

                  "Expiration Date" means the later of the two dates specified
in (a) and (b) below: (a) the date of payment in full of the Company's
promissory note to Fran dated May 10, 1996 in the original principal amount of
$250,000 and the consideration payable to Fran for the first 30 months of the
Restricted Period under the Noncompetition Agreement dated May 10, 1996 between
the Company and Fran (the "Obligations to Fran"); and (b) the date which is the
earlier of April 1, 2001 and the closing date of an initial public offering by
the Company in which it receives gross proceeds of not less than $10.0 million
before payment of expenses.


                                     -4-

<PAGE>

                  "Pro Rata" means that, of the total number of Shares proposed
to be sold by Carol's Family (in the case of Section 2.02(c) hereof) or to be
purchased by Carol's Family (in the case of Section 2.06 hereof), Fran's Family
will be entitled to sell or purchase, as the case may be, that portion of such
Shares which is equal to a fraction, the numerator of which is the number of
Shares owned by Fran's Family and the denominator of which is the sum of the
Shares owned by Fran's Family and the number of Shares owned by Carol's Family,
all as determined immediately prior to such sale or purchase transaction. In
such cases, all allocations of Shares among the members of Fran's Family shall
be determined by Fran if she is living and willing to do so; otherwise the same
shall be determined by the holders of a majority of the Shares then owned by
Fran's Family.

                  "Shareholder Guarantee" means any debt or other obligations of
the Company which any member of Carol's Family or Fran's Family has personally
assumed or guaranteed.

         2.10 PURPOSES OF RESTRICTIONS. The Company and each Shareholder
acknowledge and agree that the restrictions on Transfers of Shares imposed by
this Agreement are imposed to accomplish legitimate purposes of the Company and
the Shareholders, and that such restrictions are not more restrictive than
necessary to accomplish those purposes.

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

         3.01     FRAN'S OBSERVER RIGHTS. Prior to the Expiration Date, so long
as the aggregate number of Shares then owned by Fran's Family constitutes 5% or
more of the then issued and outstanding Shares of the Company, Fran shall have
observer rights, which observer rights shall consist of the right to receive
copies of all notices, minutes, consents and other materials that the Company
provides to members of its Board of Directors at the same time that the Company
provides such information to members of its Board of Directors, the right to
receive notice of, attend and observe all meetings of the Board of Directors of
the Company and the right to receive, promptly after adoption, a copy of all
written actions of all of the directors of the Company without a meeting.

         3.02     LIFE INSURANCE. The Company may, but shall not be required to,
purchase and maintain policies of life insurance on the life of any Shareholder.
Each Shareholder shall provide his or her full cooperation to enable the Company
to purchase or maintain any such policies of insurance on the life of such
Shareholder, including, without limitation, sitting for such medical exam as may
be required.

         3.03     CREATION OF CAPITAL SURPLUS. If (a) the Company is prohibited
from purchasing Shares which it may be permitted to do pursuant to the
provisions of this Agreement or from making distributions to the owners of the
Shares because, at the time of any such purchase or distribution, the Company
does not have sufficient available surplus to effect such purchase or
distribution and (b) at the time of any such purchase or distribution, the
tangible or intangible assets of the Company have a fair value to the Company in
excess of the amount at which they


                                     -5-
<PAGE>

are carried on the Company's books, the Company, through its directors, shall
write up to fair value any or all of the tangible or intangible assets of the
Company (and thereby create or add to the Company's capital surplus) in order
to make permissible or lawful any such purchase or distribution.

         3.04     LEGEND. The Company and each Shareholder acknowledge and agree
that a legend, in substantially the following form or another appropriate form,
shall be placed on all certificates evidencing Shares which are subject to this
Agreement:

                  THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A
                  CERTAIN SHAREHOLDERS AGREEMENT TO WHICH THE COMPANY IS A PARTY
                  RESTRICTING THE SALE, ASSIGNMENT, CONVEYANCE, GIFT, PLEDGE,
                  HYPOTHECATION, DISPOSITION OR OTHER TRANSFER OF THE SHARES AND
                  IMPOSING CERTAIN OTHER REQUIREMENTS ON THE HOLDER OF THE
                  SHARES. THE COMPANY WILL MAIL A COPY OF THE SHAREHOLDERS
                  AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT
                  CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST
                  THEREFOR.

         3.05     EFFECT OF VIOLATION. Any attempted or purported Transfer, and
any attempted or purported acquisition of Shares, in violation of Article I or
II shall be null and void AB INITIO and a fraud upon the Company and the other
Shareholders. Any such attempted or purported Transfer or acquisition may be
enjoined in any court of competent jurisdiction by the Company or by any
Shareholder. The Shareholder making the attempted or purported Transfer,
notwithstanding any agreement or understanding with any such attempted or
purported transferee, shall retain the right to vote the Shares and to receive
dividends and liquidation proceeds from the Company, shall continue to be a
shareholder of the Company for state and federal tax purposes.

         3.06     MONTHLY FINANCIAL STATEMENTS. Until the Obligations to Fran
have been repaid in full, the Company shall deliver its monthly financial
statements (balance sheet, income statement, cash flow statement) to Fran at the
same time that it delivers such financial statements to the President of the
Company.

         3.07     CAROL'S SALARY AND BONUS. Carol's salary and bonus shall be
determined pursuant to the terms of the employment agreement between Carol and
the Company dated September 15, 1998.

         3.08     LOAN REPAYMENTS. On May 10, 1996, Carol borrowed from
Huntington National Bank (the "Bank") $800,000 (such loan, together with the
subsequent refinancing thereof by Firstar, N.A. and any other refinancing, are
hereinafter called the "Bank Loan") and borrowed from Unlimited Mortgage
Services, Inc. $200,000 (the "Mortgage Loan") (the Bank Loan and the Mortgage
Loan are together hereinafter called the "Financing") and Carol loaned
$1,000,000 to the Company to enable the Company to purchase the Shares from
Fran. The Company shall


                                     -6-
<PAGE>

not make any payment on its loan from Carol unless Carol shall make an
equivalent and contemporaneous payment on the Financing. In addition, Carol
shall not make any optional prepayments on the Financing unless the Company
shall make proportionate and contemporaneous prepayments on the Note;
PROVIDED, HOWEVER, that the following payments shall not be considered to be
optional prepayments on the Financing: (a) any payments required by the terms
of the Bank Loan or required as a condition to any refinancing of the Bank
Loan; and (b) any payments on the Mortgage Loan in amounts not greater than
are necessary to amortize the principal sum of the Mortgage Loan on the same
amortization schedule (excluding maturity date or balloon payments) provided
for the Bank Loan.

         3.09     AMENDMENT AND TERMINATION. This Agreement may be amended only
by a written agreement signed by all of the parties hereto. Unless sooner
terminated by an amendment in writing signed by all of the parties hereto, this
Agreement shall terminate on the later of the Expiration Date or the closing
date of an initial public offering by the Company.

         3.10     PRONOUNS; GENDER. All pronouns and any variations thereof used
in this Agreement to refer to any person or persons shall be deemed to refer to
the masculine, feminine, neuter, singular or plural, as the identity of the
person or persons may require.

         3.11     OTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.

         3.12     NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by complete
and legible facsimile transmission or mailed by registered or certified mail
(return receipt requested), postage prepaid, to the parties at the following
addresses and facsimile numbers (or at such other address or number for a party
as shall be specified by like notice, provided that notice of a change of
address or number shall be effective only upon receipt thereof):

                           (a)      if to Fran or Fran's Family:
                                    Fran Papalios
                                    4170 Waddington Road
                                    Columbus, Ohio 43220
                                    Facsimile No.:  (614) 459-0049

                                    with a copy to:
                                    Daniel M. Maher, Esq.
                                    Squire, Sanders & Dempsey L.L.P.
                                    1300 Huntington Center
                                    41 South High Street
                                    Columbus, Ohio 43215
                                    Facsimile No.:  (614) 365-2499


                                      -7-
<PAGE>

                           (b)      if to Carol, Carol's Family or the Company,
                                    to: DPEC, Inc.
                                    Building 3
                                    851 West Third Street
                                    Columbus, Ohio 43212
                                    Facsimile No.:  (614) 457-1105
                                    Attention:  Carol Clark

                                    with a copy to:
                                    Michael A. Cline, Esq.
                                    Vorys, Sater, Seymour and Pease LLP
                                    52 East Gay Street
                                    Columbus, Ohio 43215
                                    Facsimile No.:  (614) 464-6350

                           (c)      if to another party, to the address or
                                    facsimile number of such party as specified
                                    in a notice by such party to the other
                                    parties.

         3.13     SUCCESSORS AND ASSIGNS. This Agreement and the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, personal representatives and permitted
assigns.

         3.14     GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Ohio (regardless of the laws that might otherwise govern
under applicable Ohio principles of conflicts of law) as to all matters.

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

         3.16     INTERPRETATION. The captions contained in this Agreement
are solely for the purpose of reference, are not part of the agreement of the
parties and shall not in any way affect the meaning or interpretation of this
Agreement.

         3.17     ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding of the parties hereto in respect to the
transactions contemplated by this Agreement. This Agreement supersedes,
replaces and terminates all prior agreements and understandings among the
parties with respect to the subject matter of this Agreement, including,
without limitation, the Fourth Amended and Restated Shareholders Agreement
dated August 27, 1999.

                                      -8-
<PAGE>

         3.18     SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement in any particular respect shall not affect the
validity and enforceability of any other provision of this Agreement or the
same provision in any other respect.

         IN WITNESS WHEREOF, each of the parties has executed, or caused its
duly authorized officer to execute, this Agreement effective as of the date
first above written.

                                         DPEC, INC.



                                         By: /s/ Carol A. Clark
                                            ---------------------------
                                                  Carol A. Clark, President





                                      -9-
<PAGE>


                                 SIGNATURE PAGE

                                       TO

                           FIFTH AMENDED AND RESTATED

                             SHAREHOLDERS AGREEMENT


         The undersigned hereby agrees to the terms of the DPEC, INC. Fifth
Amended and Restated Shareholders Agreement dated as of January 7, 2000.

         BY SIGNING THIS SIGNATURE PAGE, THE UNDERSIGNED HEREBY AGREES TO
BECOME A PARTY TO THE FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
DESCRIBED ABOVE.

Date:  January 7, 2000                        Carol A. Clark
                                              ----------------------------------
                                              Name of Shareholder


                                              /s/ Carol A. Clark
                                              ------------------------
                                              Signature


                                              ----------------------------------
                                              Title (if applicable)


                                              c/o DPEC, Inc.
                                              851 West Third Street, Bldg. 3
                                              ----------------------------------
                                              Street Address


                                              Columbus   Ohio      43212
                                              ----------------------------------
                                              City      State      Zip




                                      -10-
<PAGE>


                                 SIGNATURE PAGE

                                       TO

                           FIFTH AMENDED AND RESTATED

                             SHAREHOLDERS AGREEMENT

         The undersigned hereby agrees to the terms of the DPEC, INC. Fifth
Amended and Restated Shareholders Agreement dated as of January 7, 2000.

         BY SIGNING THIS SIGNATURE PAGE, THE UNDERSIGNED HEREBY AGREES TO
BECOME A PARTY TO THE FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
DESCRIBED ABOVE.

Date:  January 7, 2000               Robert N. Clark, as Trustee under the 1999
                                     Grantor Retained Annuity Trust Created by
                                     Carol A. Clark Dated September 8, 1999
                                     -------------------------------------------
                                     Name of Shareholder


                                     /s/ Robert N. Clark
                                     ---------------------------
                                     Signature


                                     Trustee
                                     ----------------------------------------
                                     Title (if applicable)


                                     c/o DPEC, Inc.
                                     851 West Third Street, Bldg. 3
                                     ----------------------------------------
                                     Street Address


                                     Columbus     Ohio    43212
                                     ----------------------------------------
                                     City        State    Zip


                                     -11-
<PAGE>


                                 SIGNATURE PAGE

                                       TO

                           FIFTH AMENDED AND RESTATED

                             SHAREHOLDERS AGREEMENT


         The undersigned hereby agrees to the terms of the DPEC, INC. Fifth
Amended and Restated Shareholders Agreement dated as of January 7, 2000.

         BY SIGNING THIS SIGNATURE PAGE, THE UNDERSIGNED HEREBY AGREES TO
BECOME A PARTY TO THE FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
DESCRIBED ABOVE.

Date:  January 7, 2000                        Frances Papalios
                                              ---------------------------------
                                              Name of Shareholder


                                              /s/ Frances Papalios
                                              -----------------------------
                                              Signature


                                              ----------------------------------
                                              Title (if applicable)


                                              4170 Waddington Road
                                              ----------------------------------
                                              Street Address


                                              Columbus     Ohio     43220
                                              ----------------------------------
                                              City         State    Zip



                                     - 12-
<PAGE>


                                 SIGNATURE PAGE

                                       TO

                           FIFTH AMENDED AND RESTATED

                             SHAREHOLDERS AGREEMENT


         The undersigned hereby agrees to the terms of the DPEC, INC. Fifth
Amended and Restated Shareholders Agreement dated as of January 7, 2000.

         BY SIGNING THIS SIGNATURE PAGE, THE UNDERSIGNED HEREBY AGREES TO
BECOME A PARTY TO THE FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
DESCRIBED ABOVE.

Date:  January 7, 2000                 Frances Papalios, as Grantor and Trustee
                                       Of The Frances Papalios TrusT
                                       ----------------------------------
                                       Name of Shareholder


                                       /s/ Frances Papalios
                                       ---------------------------
                                       Signature


                                       Grantor and Trustee
                                       ----------------------------------
                                       Title (if applicable)


                                       4170 Waddington Road
                                       ----------------------------------
                                       Street Address



                                       Columbus      Ohio     43220
                                       ----------------------------------
                                       City          State    Zip



                                       -13-