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                                                                    EXHIBIT 10.1

                                 FIRST AMENDMENT
                             TO STANDSTILL AGREEMENT
                             -----------------------

         This First Amendment to Standstill Agreement ("First Amendment") is
effective as of the 14th day of December 2001, and is executed by and among (a)
Metatec International, Inc. (the "Company"), an Ohio corporation, as borrower,
(b) The Huntington National Bank ("Huntington"), a national banking association,
Bank One, NA ("Bank One") and all other financial institutions from time to time
hereafter party to the Amended and Restated Loan Agreement dated as of March 31,
2001 (as amended by the Standstill Agreement (as defined below) and as amended
from time to time, the "Loan Agreement") as lenders (Huntington, Bank One and
such financial institutions, collectively the "Banks" and individually a
"Bank"); and Huntington in its capacity as Administrative Agent for the Banks
pursuant to the Loan Agreement (the "Administrative Agent"). All capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Loan Agreement.

                                    RECITALS

         A. The Company, the Banks and the Administrative Agent as of November
20, 2001, entered into a certain Standstill Agreement and First Amendment to
Amended and Restated Loan Agreement (the "Standstill Agreement").

         B. The Company, the Banks and the Administrative Agent have agreed to
modify and amend certain provisions of the Standstill Agreement, as set forth
below.

                             STATEMENT OF AGREEMENT

         In consideration of the foregoing, and the agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company, the Banks and the Administrative
Agent agree as follows:


         1. The above Recitals are incorporated by this reference into the
agreement of the parties.

         2. The Standstill Agreement is amended as follows:

            (a)  Section 3 ACKNOWLEDGMENT OF OBLIGATIONS is replaced as of
                 December 14, 2001, with the following: "Section 3.
                 ACKNOWLEDGMENT OF OBLIGATIONS. As of December 14, 2001: (a)(i)
                 the outstanding principal balance of the Huntington Revolving
                 Note is $4,963,522.32, (ii) the outstanding principal balance
                 of the Bank One Revolving Note is $3,309,014.88, (iii) the
                 outstanding principal balance of the Huntington Term Note is
                 $5,595,750.00, (iv) the outstanding principal balance of the
                 Bank One Term Note is $3,730,500.00, and (v) the aggregate
                 stated value of issued and outstanding Sub-Facility Letters of
                 Credit is $2,050,000.00; (b) in

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                           addition to the foregoing principal sums of the
                           Notes, the Company is indebted to the Banks with
                           respect to the Notes and the Loan Agreement for
                           accrued and unpaid interest, accrued and unpaid
                           Commitment Fees, late charges, and other fees and
                           assessments; and (c) all such amounts are payable in
                           full as provided in the Loan Agreement and the Loan
                           Documents, without offset, recoupment, deduction or
                           counterclaim of any kind or character whatsoever, but
                           are subject to increase or other adjustment as a
                           result of any and all advances, interest charges,
                           late charges and other assessments, including,
                           without limitation, attorneys' fees and costs of
                           collection, which are payable to the Administrative
                           Agent and the Banks under the Loan Agreement and the
                           Loan Documents."

                  (b)      Section 7 STANDSTILL PERIOD is amended (i) to delete
                           "December 14, 2001" in the first sentence and to
                           replace it with "February 8, 2002;" and (ii) to
                           delete the existing the second paragraph and replace
                           it with the following: "As used herein, a "Standstill
                           Termination Event" shall exist if any of the
                           following (excluding the Current Defaults) occurs:
                           (a) the Company fails to make any payment with
                           respect to any Obligation by the date such payment is
                           due (other than $625,000.00 principal payments due on
                           November 30, 2001, December 31, 2001, and January 31,
                           2002 with respect to the Term Note and certain
                           $75,000.00 fee payments due November 30, 2001, to
                           each of Huntington and Bank One under the Section
                           2.14 of the Loan Agreement, all of which payments are
                           hereby deferred to the end of the Standstill Period);
                           or (b) any other Event of Default occurs (and a
                           breach of any term of this Agreement shall constitute
                           an additional Event of Default under the Loan
                           Agreement)."

                  (c)      Section 8 AMENDMENT OF LOAN AGREEMENT is amended to
                           delete "December 14, 2001" in the first paragraph of
                           Section 8(c) [Section 1.3(j)(i) of the Loan
                           Agreement] and to replace it with "February 8, 2002.

                  (d)      Section 8 AMENDMENT OF LOAN AGREEMENT is amended to
                           delete the sixth paragraph of Section 8(c) [Section
                           1.3(j)(vi) of the Loan Agreement] and replace it with
                           the following: "(vi) Termination. The unpaid
                           principal balance of the Draw Loan, together with all
                           accrued and unpaid interest and all fees, charges and
                           other outstanding obligations arising in connection
                           with the Draw Loan, shall be due and payable on
                           February 8, 2002, or at the date of acceleration of
                           the Draw Note."

                  (e)      Section 8 AMENDMENT OF THE LOAN AGREEMENT is amended
                           to delete "November 30, 2001" in each of the two
                           instances in which it occurs in Section 8(d), and to
                           replace it in each instance with "November 30, 2001,
                           December 31, 2001 and January 31, 2002."

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                  (f)      Section 8 AMENDMENT OF THE LOAN AGREEMENT is amended
                           to insert at the end of subparagraph (ii) of (j)
                           OVER-ADVANCE DRAW LOAN FACILITY the following: "Net
                           proceeds of the M&E Equipment" as used in the
                           preceding sentence and in Section 4.24(b) of the Loan
                           Agreement means the proceeds received by the Banks
                           less the amount up to $500,000.00 that the Company is
                           required to pay to the Landlord pursuant to the terms
                           of a lease termination agreement to which the Banks
                           have consented in form and in substance. For purposes
                           of determining the value of machinery and equipment
                           in computing the maximum principal amount of the
                           Over-Advance Draw Loan, the values contained in the
                           July 2001 appraisal will be used absent material
                           change in the value of such machinery and equipment."

                  (g)      Section 8 AMENDMENT OF THE LOAN AGREEMENT is amended
                           to delete "November 30, 2001" in each of the two
                           instances in which it occurs in Section 8(e), and to
                           replace it in each instance with "November 30, 2001,
                           December 31, 2001 and January 31, 2002."

                  (h)      Section 8 AMENDMENT OF THE LOAN AGREEMENT is amended
                           to delete "December 14, 2001" where it appears in the
                           first sentence of Section 8(h) and to replace it with
                           "February 8, 2002."

                  (i)      The term "Current Defaults" as used in the Standstill
                           Agreement is amended to include the failure of the
                           Company to meet the requirements of Sections 4.12 and
                           4.21 of the Loan Agreement with respect to the
                           periods ending November 30, 2001.

                  (j)      A new Section 26 is added to the Standstill
                           Agreement, as follows:

                           Section 26. ASSET SALES. Notwithstanding any
                           provision of the Loan Agreement or any of the Loan
                           Documents (including, without limitation, Section 4.3
                           of the Loan Agreement), the Company shall not,
                           without the prior written consent of the
                           Administrative Agent and the Required Banks, sell,
                           transfer or otherwise dispose of any personal
                           property assets unless the proceeds of such assets
                           are delivered to the Administrative Agent. Nothing
                           contained in this Section 26 shall be construed to
                           permit the Company to sell any assets. In the event
                           that the sale of personal property assets, and the
                           application of the proceeds thereof to the Revolving
                           Loan, results in an over-advance under the Revolving
                           Loan, the Over-Advance Draw Loan will be increased by
                           the amount of such over-advance, and the Draw Note
                           will be increased correspondingly in the amount of
                           the over-advance.


         3. This First Amendment represents the entire understanding of the
parties with respect to the subject matter hereof. Except as expressly set forth
in this First Amendment, the

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Standstill Agreement, and the Obligations of the Company to the Administrative
Agent and the Banks under the Standstill Agreement, the Loan Agreement and the
other Loan Documents shall remain as currently written and in full force and
effect in all respects, and nothing contained herein shall affect, alter,
modify, limit or impair any of the rights and powers that the Administrative
Agent and the Banks may have thereunder. Each of the representations,
warranties, acknowledgments and waivers made by the Company in the Standstill
Agreement as originally written remain in full force and effect. Without
limiting the generality of the foregoing, the Company makes the same
representations and warranties with respect to this First Amendment that it made
with respect to the Standstill Agreement and the Loan Documents in Section 14 of
the Standstill Agreement.

         4. This First Amendment may be executed in any number of counterparts,
with the same effect as if the signatures were on the same instrument. This
First Amendment shall be interpreted, and the rights and obligations of the
parties determined, in accordance with the internal laws of the state of Ohio.

         IN WITNESS WHEREOF, the parties hereto, by their officers duly
authorized, have executed and delivered this First Amendment on December 31,
2001, effective as of December 14, 2001.

                                    COMPANY:
                                    METATEC INTERNATIONAL, INC., an Ohio
                                    corporation

                                    By:  /s/ Christopher A. Munro
                                        ------------------------------
                                    Its:  President and CEO
                                         -----------------------------

                                    ADMINISTRATIVE AGENT:

                                    THE HUNTINGTON NATIONAL BANK, a national
                                    banking association, as Administrative Agent

                                    By:  /s/ David F. Isler
                                        ------------------------------
                                    Its:  Senior Vice President
                                         -----------------------------

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                                    BANK:

                                    THE HUNTINGTON NATIONAL BANK, a national
                                    banking association

                                    By:  /s/ David F. Isler
                                        ------------------------------
                                    Its:  Senior Vice President
                                         -----------------------------

                                    BANK:

                                    BANK ONE, NA, a national banking association

                                    By:  /s/ Michael A. Reeves
                                         -----------------------------
                                    Its:  Vice President
                                         -----------------------------