AMENDMENT #1 TO MANUFACTURING AGREEMENT
                  BY AND BETWEEN ZOMAX OPTICAL MEDIA, INC. AND
                       METACOM, INC. DATED JANUARY 1, 1995


DATE:     JANUARY 31, 1997


RECITALS:

         A.  As of  January  31,  1997,  Metacom  had  not  fulfilled  its  1996
obligations  to purchase the unit  commitments  of 2,000,000  cassette tapes and
1,000,000 compact discs in section 2.4 of the Manufacturing  Agreement.  Metacom
was short 152,321 compact discs and 619,191 cassette tapes from meeting its 1996
unit commitments.

         B. Whereas the  Manufacturing  Agreement is in existence until December
31, 1997 and the parties wish to continue doing business past December 31, 1997.

AGREEMENT:
The parties hereto, each intending to be legally bound, agree as follows:

                            Unit Commitment Shortage

         Zomax will grant a one year grace  period in which  Metacom can make-up
its 1996 unit commitment shortages and not be subject to the lost profit payment
outlined in Section 2.4 of the  Manufacturing  Agreement.  During 1997,  Metacom
must  purchase the 1996 unit  commitment  shortages (as stated above) as well as
the 1997 yearly  commitment  specified by the agreement  (this totals  1,152,321
CD's  and  2,619,191   cassette  tapes).  If  Metacom  fails  to  fulfill  these
obligations  during 1997, it will be subject to the lost profit payment outlined
in Section 2.4 of the Manufacturing Agreement.

         The pricing of the 1996 unit  commitment  shortage  quantities  will be
consistent  with the prices charged for 1996 orders and  shipments.  The pricing
for the 1997 unit  commitments  will be as determined as outlined in Section 3.1
of the Agreement.

                               Contract Extension

         In  consideration  for the  granting of the grace period and the mutual
desire to extend the  relationship  between the  parties,  the parties  agree to
extend the  Manufacturing  Agreement for a period of three years. The three year
extension  shall  continue in effect until  December 31, 2000.  During the three
year extension  period Metacom will not have any unit commitments but pledges to
purchase all of its media needs with Zomax. Pricing of the new product orders in
the three year extension period will be as determined as outlined in Section 3.1
of the Agreement.

                                Other Provisions

         All other provisions of the  Manufacturing  Agreement shall survive and
continue through the extended contract expiration period.


         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment #1
to the Manufacturing Agreement as of the date above written.

                                            ZOMAX OPTICAL MEDIA, INC.

                                            By: /s/ James T. Anderson
                                                James T. Anderson

                                            Its: Chief Executive Officer

                                            METACOM, INC.

                                            By: /s/ Phillip T. Levin
                                                Phillip T. Levin
                                            Its: President/CEO