FIRST AMENDMENT TO LEASE

     This First  Amendment to Lease is entered into  effective as of October 28,
1997 by METACOM,  INC., a Minnesota  corporation  ("Landlord") and ZOMAX OPTICAL
MEDIA, INC., a Minnesota corporation ("Tenant").

                                    Recitals


     1.  Landlord  and Tenant  entered  into a Lease dated  January 1, 1995 (the
"Lease")  for premises in the  building  located at 5353 Nathan Lane,  Plymouth,
Minnesota.

     2. Since the execution of the Lease,  Tenant has expanded  into  additional
space in the  building and Landlord and Tenant have agreed to amend the Lease to
confirm the current  level of occupancy by Tenant and the current  practice with
respect to allocation of Taxes and Operating Expenses.

     3.  Capitalized  terms used in this First Amendment to Lease shall have the
meanings given to them in the Lease.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. As of the date  hereof,  the parties  agree that Tenant  occupies  8,443
square feet of office space,  10,286 square feet of production  space and 45,911
feet of warehouse  space. In addition,  the parties agree that 3,367 square feet
of the Common  Area is  allocated  to Tenant  and Tenant  pays base rent on such
Common Area space at the same rate it pays Base Rent on its office space.

     2. The parties hereto acknowledge and agree that Tenant is currently paying
Base Rent (i) at the rate of $7.50 per square foot per annum on the office space
and its allocated  portion of Common Area, (ii), at the rate of $5.00 per square
foot per annum on the production space and (iii) at the rate of $3.50 per square
foot  per  annum  on  42,223  square  feet  of  warehouse  space,  a  negotiated
arrangement, even though Tenant occupies 45,911 of warehouse space.

     3. The parties agree and  acknowledge  that Tenant has exercised its option
to renew the Lease for an  additional  three year  period  beginning  January 1,
1998. As of January 1, 1998,  Tenant will pay Base Rent for the office space and
its  allocated  portion of the Common  Area at the rate of $7.50 per square foot
per annum plus the amount that such rate will  increase in  accordance  with the
formula set forth in  paragraph 18 of the Lease.  As of January 1, 1998,  Tenant
will pay Base Rent for the production space at the rate of $5.00 per square foot
per annum plus the amount that such rate will  increase in  accordance  with the
formula set forth in  paragraph 18 of the Lease.  As of January 1, 1998,  Tenant
shall pay Base Rent for the entire  45,911  square feet at the rate of $3.50 per
square foot per annum the amount that such rate will increase in accordance with
the formula set forth in paragraph 18 of the Lease.

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     4. As has been the current practice,  Landlord shall continue in good faith
to allocate Taxes and Operating Expenses amongst (1) the office space and Common
Area; (2) the production space; and (3) the warehouse space of the building.  As
has been the  current  practice,  Tenant  agrees  to pay  45.4% of the Taxes and
Operating  Expenses  allocated to the office and Common Area;  100% of the Taxes
and Operating Expenses allocated to the production area; and 88.72% of the Taxes
and Operating Expenses allocated to the warehouse area.

     5. Except as amended  hereby,  all other terms and  conditions of the Lease
remain in full force and effect.

                                  METACOM, INC.

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

                                  ZOMAX OPTICAL MEDIA, INC.

                                  By:      /s/ James E. Flaherty
                                  Its:     CEO