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                                                                  EXHIBIT 10(y)
January 30, 2003

Metatec International, Inc.
7001 Metatec Boulevard
Dublin, OH 43017
Attn: Mr. Gary W. Qualmann, CFO


Re:      DVD Patent License Agreement


Dear Mr. Qualmann:

This letter agreement (the "Letter Agreement") is entered into between Metatec
International, Inc. ("Licensee") and Toshiba Corporation ("Licensor"), under
authorization of the members of the DVD Patent License Group (as defined in the
DVD Patent License Agreement), and will amend and supplement the terms and
conditions of the DVD Patent License Agreement entered into by Licensee and
Licensor as of December 31, 2002 ("DVD Patent License Agreement").


1. Fifth whereas clause shall be hereby amended as follows:

     "WHEREAS, Licensee wishes to obtain a license under the DVD Patents to
     make, have made, use and sell the DVD Products;"

2. Paragraph 2.1 shall be hereby amended as follows:

     "Licensor hereby grants to Licensee and its Affiliates a non-exclusive,
     non-transferable license to make, have made, use, sell, import and
     otherwise dispose of DVD Products under the DVD Patents or any of their
     claims pursuant to the Conditions of Exhibit 3."

3. New Paragraph 2.2.A shall be added as follows:

     "Only one royalty payment shall be due for each individual DVD Product
     made, used, sold, imported or otherwise disposed of by Licensee, its
     Affiliates or its subcontractors."

4. Paragraph 6.2 shall be hereby amended as follows:

     "This Agreement and the rights granted hereunder shall be personal to
     Licensee and shall not be assignable, except to an Affiliate, the survivor
     of a merger with Licensee, or the acquirer of all or substantially all of
     Licensee's assets pertinent to the subject matter of this Agreement.
     Licensee's right to sublicense any rights granted hereunder shall be
     limited solely to the right to have a third party manufacture for Licensee
     DVD Products. Licensee shall, in all such cases, ensure that the third
     party undertakes to be bound by all of the terms of this Agreement.
     Licensee shall be solely responsible for ensuring such third party's
     compliance with the terms hereof."

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5. Paragraph 6.8 shall be hereby amended as follows:

     "Under no circumstances shall the Group, Licensor or members of the Group
     be liable to Licensee for any special, incidental, punitive or indirect
     damages or for any economic consequential damages (including lost profits,
     revenues and savings), even if advised in advance of the possibility of
     such damages. In addition, in no event shall the Group, Licensor, or
     members of the Group be liable for any third party claim against Licensee.
     Under no circumstances shall Licensee be liable to Licensor for any
     special, incidental, punitive or indirect damages or for any economic
     consequential damages (including lost profits, revenues and savings), even
     if advised in advance of the possibility of such damages. In addition, in
     no event shall Licensee be liable for any third party claim against
     Licensor."

6. Paragraph 2.1 of Exhibit 3 to the DVD Patent License Agreement shall be
   hereby amended as follows:

     "In consideration of the releases granted under Article 2.2 of this DVD
     Patent License Agreement, Licensee shall pay to Licensor US $228,598.64,
     which shall be calculated by applying the applicable royalty rates
     specified in Article 2.3 and 2.4 to the number of DVD Products sold by
     Licensee and its Affiliates prior to December 31, 2002 ("Back Royalty").

     (a)  Licensee shall pay to Licensor twenty percent (20%) of the Back
          Royalty, which is US$45,719.73, within ten (10) days after
          the ,the signing of this agreement.

     (b)  Licensee shall pay to Licensor twenty percent (20%) of the Back
          Royalty, which is US$ 45,719.73, by September 30, 2003,

     (c)  Licensee shall pay to Licensor twenty percent (20%) of the Back
          Royalty, which is US$ 45,719.73, by March 31, 2004,

     (d)  Licensee shall pay to Licensor twenty percent (20%) of the Back
          Royalty, which is US$ 45,719.73, by September 30, 2004,,

     (e)  Licensee shall pay to Licensor twenty percent (20%) of the Back
          Royalty, which is US$45,719.73, by March 31, 2005"

7. Paragraph 2.3 of Exhibit 3 to the DVD Patent License Agreement shall be
   hereby amended as follows:

     "With respect to DVD Discs, the royalty payable shall be US $0.075 per disc
     made, sold or otherwise transferred, as may be applicable. Notwithstanding
     the foregoing, the royalty shall be US$0.06 per disc made, sold or
     otherwise transferred on or after January 1, 2001, and US$0.05 per DVD Disc
     made, sold or otherwise transferred on or after January 1, 2002. The
     royalty shall accrue when the disc is invoiced, or if not invoiced, when
     ownership or possession is transferred to another party. The royalties
     shall not be due on DVD Products that are returned by (and not paid for, or
     are credited to) customers of Licensee."

8. Paragraph 2.6 of Exhibit 3 to the DVD Patent License Agreement shall be
hereby amended as follows:

         "Within forty-five (45) days after June 30 and December 31 of each year
during the term of this Agreement and following the termination or expiration of
this Agreement, Licensee hereby undertakes to submit to Licensor, even if
Licensee makes no sales of DVD Products, a statement in writing setting forth
with respect to the preceding semi-annual period:


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     (1)  The quantities of DVD Products manufactured (or manufactured for) and
          sold by Licensee and its Affiliates, for each product type of DVD
          Products in the case of DVD Players;

     (2)  the trademarks or trade names used on or in connection with the DVD
          Products sold, if any; and

     (3)  a computation of the royalties due under this Agreement.

Licensee shall pay Licensor in the manner and to the account Licensor may
indicate, and within ninety (90) days after the end of each semi-annual period,
the royalty due hereunder. All royalties shall be calculated and paid, exclusive
of any taxes or other levies (except withholding taxes imposed by the governing
body of Licensee's domicile), which shall be borne by Licensee. With respect to
withholding taxes imposed by the governing body of Licensee's domicile, Licensee
shall pay such taxes and shall be entitled to deduct such taxes from royalties
payable, so long as Licensee provides Licensor with a tax certificate (or
equivalent document) evidencing such payment and/or obligation. Licensee
covenants to pay such taxes in a timely and lawful manner. "

9. Paragraph 4 of Exhibit 3 to the DVD Patent License Agreement shall be hereby
   amended as follows:

     "Licensee and Licensee's Affiliates and Licensor agree that the royalty
     reports required under Article 2.6 of this Exhibit 3, including
     competitively sensitive information such as sales volume and selling prices
     of particular models of DVD Products contained in such royalty reports,
     shall be deemed Licensee's "Confidential Information" and shall be sent
     only to employees of Licensor who are involved in licensing and accounting
     activities and who are not involved in the business of selling or
     developing DVD Products. Such Confidential Information shall be kept
     confidential by said employees and shall not be disclosed by Licensor or
     its employees to members of the DVD Patent Licensing Group or to third
     parties to this Agreement. Notwithstanding the foregoing, Licensee agrees
     that members of the DVD Patent Licensing Group may have access to the
     information contained in such reports regarding the names of licensees,
     categories and model numbers of licensed products, total quantities of
     sales of such products and total royalties due under this Agreement. The
     information contained in the royalty statement shall be used for showing
     the compliance to the terms and conditions of this Agreement and for no
     other purpose."

10. Except as modified herein, the terms of DVD Patent License Agreement shall
remain in full force and effect as provided therein. In the event of any
conflict between the terms of this Letter Agreement and the DVD Patent License
Agreement, the terms of this Letter Agreement shall take precedence.


Please confirm your acceptance of the terms of this Letter Agreement by
countersigning below.


Very truly yours,

/s/ Yasuo Nishioka________________________
Yasuo Nishioka, Vice President
Strategic Partnership Division
Digital Media Network Company
TOSHIBA CORPORATION


Agreed and Accepted:

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Metatec International, Inc.

By: /s/ Gary W. Qualmann_______________________
         Gary Qualmann
         Chief Financial Officer
DATE: _____________________