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                                  EXHIBIT 10(p)

                               METATEC CORPORATION
                      DIRECTORS DEFERRED COMPENSATION PLAN


         Section 1. Purpose. The purposes of the Metatec Corporation Directors
Deferred Compensation Plan (the "Plan") are to encourage directors of Metatec
Corporation (the "Company") who are not employees of the Company to continue
their service to the Company and to assist the Company in attracting and
retaining highly qualified directors.

         Section 2. Definitions. For purposes of the Plan, the following terms
shall have the following meanings, respectively:

         "Additions" means the credits applied to Deferred Compensation Accounts
as provided in Section 4 of the Plan.

         "Adjustment Date" means December 31 of each Plan Year, beginning with
the second Plan Year.

         "Beneficiary" means the person or persons designated in writing as such
and filed with the Company by a Participant at any time pursuant to the Plan.
Any such designation may be withdrawn or changed in writing (without the consent
of the Beneficiary), but only the last designation on file with the Company
shall be effective.

         "Board" means the Board of Directors of the Company.

         "Deferral Notice" has the meaning set forth in Section 4(b) of the
Plan.

         "Deferred Compensation Account" means the separate Deferred
Compensation Account established for each Participant pursuant to Section 4 of
the Plan.

         "Effective Date" means February 12, 1998.

         "Eligible Compensation" means, to the extent applicable to any
Participant, all Quarterly Fees and all Meeting Fees. The extent to which a
Participant may defer a component of Eligible Compensation shall be based upon
such Participant's eligibility to receive such Eligible Compensation (as
determined under applicable agreements or compensation policies of the Company
from time to time) and the provisions and limitations applicable under the Plan.
Notwithstanding the foregoing, Eligible Compensation shall not include any
compensation for services performed prior to the delivery of an appropriate
Deferral Notice.

         "Eligible Director" means any director of the Company who is not an
employee or officer of the Company or any subsidiary of the Company.

         "Meeting Fees" means, with respect to any period, the fees for
attendance at meetings of the Board or committees of the Board (exclusive of
payments for reimbursement of expenses) which, absent a deferral election under
the Plan, would be payable to a Participant during such period.

         "Participant" has the meaning set forth in Section 3 of the Plan.

         "Plan Year" means the calendar year; provided that the initial Plan
Year shall be the period beginning on the Effective Date and ending on December
31, 1998, both dates inclusive, and if the
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Plan is terminated on a date other than the last day of a calendar year, the
final Plan Year shall be that portion of such calendar year which ends on the
termination date.

         "Quarterly Fees" means, with respect to any period, the fixed fees
which, absent a deferral election under the Plan, would be payable to a
Participant by the Company on a quarterly basis during such period.

         Other capitalized terms used in the Plan are defined in other sections
of the Plan and shall have the respective meanings given those terms in such
other sections.

         Section 3. Participants. Each Eligible Director shall be eligible for
participation in the Plan. An Eligible Director who elects to make deferrals
pursuant to Section 4 shall be deemed to be a "Participant" under the Plan. A
Participant shall continue to participate in the Plan until his status as a
Participant is terminated by either a complete distribution of his Deferred
Compensation Account pursuant to the terms of the Plan or by written directive
of the Company.

         Section 4. Deferred Compensation Accounts.

         (a) Establishment of Deferred Compensation Accounts. The Company shall
establish a Deferred Compensation Account for each Participant. Each such
Deferred Compensation Account shall be a bookkeeping account only, maintained as
part of the books and records of the Company.

         (b) Election of Participant. With respect to each Plan Year, a
Participant may elect to have a percentage or fixed dollar amount of his
Eligible Compensation for that Plan Year allocated to his Deferred Compensation
Account and paid on a deferred basis pursuant to the terms of the Plan. Any
Eligible Director who desires to be a Participant under the Plan for a Plan Year
must submit to the Company before the beginning of such Plan Year a written
election substantially in the form attached to the Plan as Exhibit A or such
other form as may hereafter be prescribed by the Board from time to time (each,
a "Deferral Notice"). Notwithstanding the preceding sentence: (i) any Eligible
Director may make such an election for the first Plan Year by completing and
delivering to the Company a Deferral Notice at any time during the 30-day period
beginning on the Effective Date; and (ii) an Eligible Director who first becomes
eligible to participate in the Plan after the Effective Date may make such an
election for the then-current Plan Year by completing and delivering to the
Company a Deferral Notice at any time during the 30-day period beginning on the
date on which he first becomes eligible to participate in the Plan; provided
that each Deferral Notice shall apply only to Eligible Compensation payable to
the Participant for services performed after the date on which the Deferral
Notice is received by the Company. To the extent that a Participant completes a
Deferral Notice in accordance with the provisions of this subsection for any
Plan Year, such Deferral Notice shall irrevocably remain in effect for that Plan
Year and shall remain in effect for all subsequent Plan Years until revoked by
the Participant or a new effective Deferral Notice is delivered to the Company
by the Participant.

         (c) Allocations. If a Deferral Notice is submitted to the Company in
accordance with Section 4(b), above, then during the applicable Plan Year, the
Company shall allocate to the applicable Participant's Deferred Compensation
Account the percentage or dollar amount of Eligible Compensation specified in
the Deferral Notice.

         (d) Adjustment of Account Balances. As of each Adjustment Date, for
each Participant who has a balance in his Deferred Compensation Account, the
Company shall credit such Participant's Deferred Compensation Account with
Additions calculated at an assumed interest rate (the "Assumed Rate") equal to
the average interest rate at which the Company borrowed funds, or had the right
to borrow funds, from a commercial lender during the Plan Year containing that
Adjustment Date (the "Borrowing Rate"), determined by calculating the average of
the respective Borrowing Rates in effect on the first day of each calendar month
during the Plan year; provided that if on the first day of any such calendar
month the Company has no arrangement in place for borrowing funds from a
commercial
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lender, then the Borrowing Rate as of that date shall be deemed to be the lesser
of the Prime Rate or the LIBOR Rate (each as defined below) as of that date. The
amount of Additions to be credited to a Participant's Deferred Compensation
Account as of each Adjustment Date shall be determined by multiplying the
Participant's Deferred Compensation Account balance as of the previous
Adjustment Date (i.e., the sum of the amounts previously allocated to the
Deferred Compensation Account under the preceding subsections of this Section 4
and all prior Additions) by the applicable Assumed Rate. The crediting of
Additions shall occur so long as there is a balance in the Participant's
Deferred Compensation Account as of the applicable Adjustment Date regardless of
whether the Participant's service as a director of the Company has terminated.
The Board may prescribe any reasonable method or procedure to account for
Additions.

         For purposes of the Plan: (i) the term "Prime Rate" shall mean, as of
any date, the prime commercial rate of interest of The Huntington National Bank,
Columbus, Ohio, as announced by such bank from time to time, which is in effect
as of that date; and (ii) the term "LIBOR Rate" shall mean, as of any date, a
rate of interest which is 1.25% in excess of the rate of interest which is being
offered as of that date by one or more prime banks in the London interbank
market for 30-day deposits of U.S. dollars; provided that if any such
determination date is not a business day, then the Prime Rate and the LIBOR Rate
as of that date shall be deemed to be the Prime Rate and the LIBOR Rate as of
the immediately preceding business day. The Prime Rate and the LIBOR Rate shall
be determined by the Company, in its discretion, and such determinations shall
be binding upon all Participants.

         (e) Participant's Rights in Accounts. A Participant's only right with
respect to his Deferred Compensation Account (and amounts allocated thereto)
shall be to receive payments in accordance with the provisions of Section 5 of
the Plan.

         Section 5. Payment of Deferred Benefits.

         (a) Time of Payment. Distribution of a Participant's Deferred
Compensation Account shall commence within 30 days of the date of the
Participant's termination of service as a Director, whether due to resignation,
retirement, death, or otherwise.

         (b) Method of Distribution. A Participant must elect in the applicable
Deferral Notice to have his Deferred Compensation Account distributed to the
Participant either in a single lump sum payment or, if the Deferred Compensation
Account exceeds $25,000 at the time distribution commences, in substantially
equal annual installments over a period of not more than 10 years. Each such
election shall be irrevocable. To the extent that a Deferred Compensation
Account is distributed in installment payments, the undisbursed portions of such
account shall continue to be credited with Additions in accordance with the
applicable provisions of Section 4(d), which Additions shall be paid with the
annual installment payments. In addition, if, as of any Adjustment Date, the
amount allocated to a Participant's Deferred Compensation Account is less than
$1,000, the Company may elect to pay such amount to the Participant and reduce
the balance of his Deferred Compensation Account to zero. A Participant may
elect different methods of distribution for the separate portions of his
Deferred Compensation Account relating to each separate Deferral Notice, if
applicable; provided that (i) a Participant shall not be able to modify the
method of distribution for any portion of his Deferred Compensation Account
after the related Deferral Notice is submitted to the Company; and (ii) the
$25,000 threshold described above with respect to installment payments shall
apply to each such separate election made by a Participant, if applicable. All
distributions of a Participant's Deferred Compensation Account shall be made in
cash.

         (c) Hardship Distributions. Prior to the time a Participant's Deferred
Compensation Account becomes payable, the Company, in its sole discretion, may
elect to distribute all or a portion of such account in the event such
Participant requests a distribution due to severe financial hardship. For
purposes of this Plan, severe financial hardship shall be deemed to exist in the
event the Board determines, in its sole discretion, that a Participant needs a
distribution to meet immediate and serious
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financial needs resulting form a sudden or unexpected illness or accident of the
Participant or a member of the Participant's family, loss of the Participant's
property due to casualty, or other extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. A
distribution based on financial hardship shall not exceed the amount required to
meet the financial need created by the hardship and shall be made in cash.

         (d) Designation of Beneficiary. After the death of a Participant, his
Deferred Compensation Account shall be paid to the Beneficiary designated by the
Participant. If there is no designated Beneficiary or no designated Beneficiary
surviving at a Participant's death, payment of the Participant's Deferred
Compensation Account shall be made to the Participant's estate. The Company may
elect, in its sole discretion, to make such payment in a lump sum or in
substantially equal annual installments over a period of not more than the
shorter of (i) 10 years, or (ii) if the Company had previously commenced annual
installment payments to the Participant, the number of years remaining in that
payment schedule.

         (e) Taxes. In the event any taxes are required by law to be withheld or
paid from any payments made pursuant to the Plan, the Company shall have the
right to withhold such amounts from such payments.

         (f) Risk of Forfeiture. Notwithstanding any provision of the Plan to
the contrary, a Participant's right to receive payment of his entire Deferred
Compensation Account (or the right to receive any future payments, if payment of
such Account has commenced) shall be forfeited automatically if he: (a) resigns
his position as a director of the Company and at any time during the one-year
period following such resignation becomes a director of any of the Company's
competitors; (b) is nominated and elected to serve as a director of the Company,
but, for reasons other than family or personal health considerations, declines
to serve in such capacity; or (c) he is removed as a director of the Company.

         Section 6. Assignment or Alienation. The right of a Participant,
Beneficiary or any other person to any payments under this Plan may not be
assigned, transferred, pledged or encumbered except by will or by the laws of
descent and distribution.

         Section 7. Plan Administration. The Plan shall be administered by the
Board, which shall have the right to interpret and construe the Plan and to
determine all questions of eligibility and status, rights and benefits of
Participants and all other persons claiming benefits under the Plan, and all
provisions of the Plan and all Deferral Notices. In all cases, the Board's
determination shall be final and binding upon all parties. The Board shall have
absolute discretion in administering the Plan.

         Notwithstanding the preceding paragraph of this section: (a) no
Participant shall have the right to participate in any decision of the Board (or
any committee thereof) affecting or relating to any then-existing interest of
that Participant under the Plan, other than a decision to terminate the Plan or
to amend the Plan; and (b) the Board may delegate to any committee of the Board,
or to the Chairman of the Board or any other officer of the Company, any or all
of the Board's authority under the Plan, including without limitation the
Board's authority under this section, and in the event of any such delegation,
the committee or officer, as the case may be, shall have all rights, powers, and
authority of the Board with respect to the matters so delegated.

         Section 8. Unsecured and Unfunded Obligation. Notwithstanding any
provisions of the Plan to the contrary, the Company's obligations under the Plan
shall constitute unfunded, unsecured promises by the Company to make the
payments provided for in the Plan. No provision shall at any time be made with
respect to segregating any assets of the Company for payment of any amounts
under the Plan. No Participant, Beneficiary or any other person shall have any
interest in any particular assets of the Company by reason of the right to
receive a payment under the Plan and any such Participant, Beneficiary or other
person shall have only the rights of a general unsecured creditor of the Company
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with respect to any rights under the Plan. Nothing contained in the Plan shall
constitute a guaranty by the Company or any other entity or person that the
assets of the Company shall be sufficient to pay any benefit hereunder.

         Section 9. No Enlargement of Rights. Neither the Plan nor any
participation in the Plan shall confer on any Eligible Director any right to
continue as a director of the Company, nor restrict or interfere with any rights
of the shareholders of the Company to terminate such directorship.

         Section 10. Amendment and Termination of the Plan. The Plan may be
amended at any time and from time to time, by a resolution of the Board, in any
manner which it deems desirable, provided that no amendment shall adversely
affect the accrued benefits of any Participant under the Plan. In addition, the
Plan may be terminated at any time, by a resolution of the Board, without
providing any advance notice to any Participant, and in the event of termination
of the Plan, the Company shall have the right to distribute all amounts then
allocated to the Participants' Deferred Compensation Accounts.

         Section 11. Genders and Numbers. When permitted or required by the
context, each pronoun used in the Plan includes the same pronoun in other
genders and numbers, and each noun used in the Plan includes the same noun in
other numbers.

         Section 12. Incapacity of Recipient. If a Participant or Beneficiary is
declared incompetent and a guardian, conservator or other person legally charged
with the care of his person or of his estate is appointed, any benefits under
the Plan to which such Participant or Beneficiary is entitled shall be paid to
such guardian, conservator or other person legally charged with the care of his
person or his estate. Except as provided above, when the Company, in its sole
discretion, determines that a Participant or Beneficiary is unable to manage his
financial affairs, the Company may, but shall not be required to, make
distributions to any one or more of the spouse, lineal ancestors or descendants
or other closest living relatives of such Participant or Beneficiary who
demonstrates to the satisfaction of the Company the propriety of making such
distributions. Any payment made under this section shall be in complete
discharge of any liability under the Plan for such payment. The Company shall
not be required to see to the application of any such distribution made to any
person.

         Section 13. Effective Date; Governing Law. The Plan, which is effective
as of the Effective Date, shall be construed in accordance with and governed by
the laws of the State of Ohio.
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                                                                       Exhibit A

                               METATEC CORPORATION
                      DIRECTORS DEFERRED COMPENSATION PLAN

                                 DEFERRAL NOTICE


1.       Election. In accordance with the provisions of the Metatec Corporation
         Directors Deferred Compensation Plan (the "Plan"), I hereby elect to
         defer _______ percent or $___________ of the Eligible Compensation (as
         defined in the Plan) payable to me for services as a Director of
         Metatec Corporation (the "Company") for the Plan Year ____ (as defined
         in the Plan). This election supersedes any prior deferral election made
         by me under the Plan and shall remain in effect for subsequent Plan
         Years until terminated or a new deferral election is made pursuant to
         the Plan.

2.       Method of Payment. Subject to the provisions of the Plan and the
         following paragraph of this section 2, I hereby elect to receive the
         distribution of my Deferred Compensation Account (as defined in the
         Plan) in the following form of payment:

            ______   A single lump sum payment, or

            ______   Substantially equal annual installments over a period of
                     _____ years (not to exceed 10).

         I understand that, in the event that my Deferred Compensation Account
         balance at the time that I am eligible for a distribution under the
         Plan is $25,000 or less, I shall automatically receive distribution of
         my entire Deferred Compensation Account in a single lump sum payment.
         Further, I acknowledge that my Deferred Compensation Account is subject
         to complete forfeiture pursuant to Section 5(f) of the Plan.

3.       Designation of Beneficiary. I hereby designate ____________________ as
         my primary Beneficiary (as defined in the Plan) and ___________________
         as my contingent Beneficiary(ies) to receive any amounts payable under
         the Plan in the event of my death.

4.       Acknowledgement. I hereby acknowledge receipt of a copy of the Plan and
         that my election to defer Eligible Compensation under the Plan is
         irrevocable with respect to amounts which are deferred under the Plan.

5.       Successor. The Plan and this deferral notice shall be binding upon me,
         the Beneficiaries designated above, and my heirs, personal
         representatives, successors and assigns.



Date:                , 199
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                                           Signature

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                                           Printed Name