<PAGE>
                                                                    EXHIBIT 10.1

                            STANDSTILL AGREEMENT AND
                         FIRST AMENDMENT TO AMENDED AND
                             RESTATED LOAN AGREEMENT


         This Standstill Agreement and First Amendment to Amended and Restated
Loan Agreement (this "Agreement") is dated as of the 20th day of November, 2001,
and is executed by and among (a) Metatec International, Inc., an Ohio
corporation (the "Company"), as borrower, (b) The Huntington National Bank
("Huntington"), Bank One, NA ("Bank One") and all other financial institutions
from time to time party to a certain Amended and Restated Loan Agreement dated
as of March 31, 2001 (as the same may be amended from time to time, the "Loan
Agreement"), whether by execution of the Loan Agreement or an assignment and
acceptance acceptable to the Administrative Agent (collectively, the "Banks" and
individually a "Bank"), as lenders, and (c) Huntington, as Administrative Agent
for the Banks (Huntington in such capacity, the "Administrative Agent"). (All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Loan Agreement.)


                                    RECITALS
                                    --------

         The following recitals constitute mutual statements by the parties of
certain factual matters which form the basis of this Agreement.

         A. HUNTINGTON OBLIGATIONS. Pursuant to the terms of the Loan Agreement,
Huntington is the owner and holder of (i) a certain $7,800,000.00 Revolving Note
executed by the Company and dated as of March 31, 2001, (the "Huntington
Revolving Note"), and (ii) a certain $7,774,800.00 Term Note executed by the
Company and dated as of March 31, 2001 (the "Huntington Term Note").

         B. BANK ONE OBLIGATIONS. Pursuant to the terms of the Loan Agreement,
Bank One is the owner and holder of (i) a certain $5,200,000.00 Revolving Note
executed by the Company and dated as of March 31, 2001, (the "Bank One Revolving
Note"), and (ii) a certain $5,183,200.00 Term Note executed by the Company and
dated as of March 31, 2001, (the "Bank One Term Note").

         C. OUTSTANDING BALANCES. On and as of the date hereof, (i) the
outstanding principal balance of the Huntington Revolving Note is $4,503,679.09,
(ii) the outstanding principal balance of the Bank One Revolving Note is
$3,002,452.72, (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. In 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

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accrued and unpaid interest, accrued and unpaid Commitment Fees, late charges
and other fees and assessments.

         D. MATERIAL DEFAULTS. The Company has failed to fulfill certain
material obligations under the provisions of the Loan Agreement. Specifically,
the Company has failed to meet the requirements set forth in Section 4.21 of the
Loan Agreement with respect to the period ending September 30, 2001, and the
requirements set forth in Sections 4.12 and 4.21 of the Loan Agreement with
respect to the period ending October 31, 2001 (the "Current Defaults"). The
failure by the Company to fulfill such obligations has caused the Company to be
in default to the Administrative Agent and the Banks under the terms of the Loan
Agreement and the Loan Documents.

         E. MATURITY; RIGHT TO ACCELERATE. By virtue of the existence of the
Current Defaults, notice of which has been received by the Company, the
Administrative Agent and the Banks have the right, pursuant to the terms of the
Loan Agreement and the other Loan Documents, to declare the Obligations to be
immediately due and payable, to collect the Obligations and to exercise any and
all legal rights and remedies available to the Administrative Agent and the
Banks. The Administrative Agent and the Banks hereby reserve all rights they
have at law, in equity, by agreement or otherwise.

         F. BANKS' AGREEMENT TO FORBEAR. The Company, the Administrative Agent
and the Banks have recently had certain discussions regarding the exercise by
the Administrative Agent and the Banks of their remedies under the Loan
Agreement and the Loan Documents. The Company has requested that the
Administrative Agent and the Banks forbear from exercising any such remedies or
taking any other legal action against the Company based upon the Current
Defaults and the Administrative Agent and the Banks have agreed to do so for a
limited period of time, conditioned upon the Company's compliance with the
provisions of this Agreement. The forbearance by the Administrative Agent and
the Banks from the current exercise of the rights and remedies as provided for
in this Agreement shall result in direct and tangible benefit to the Company and
the Guarantor.


                             STATEMENT OF AGREEMENT
                             ----------------------

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

         Section 1. ACKNOWLEDGMENT OF CURRENT DEFAULTS. On and as of the date
hereof: (a) the Current Defaults which have occurred under the Loan Agreement
are as set forth in the Recitals; (b) timely, adequate and proper notice of the
occurrence of the Current Defaults under the Loan Agreement has been received by
the Company from the Administrative Agent and the Banks; (c) all grace periods,
if any, applicable to the cure of the Current Defaults after receipt of such
notices have expired; (d) each of the Current Defaults is continuing without
timely cure by the Company; and

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(e) the Administrative Agent and the Banks have not waived in any respect any or
all of the Current Defaults or the Banks' rights and remedies with respect
thereto.

         Section 2. ACKNOWLEDGMENT OF THE BANKS' RIGHTS TO ACCELERATE. On and as
of the date hereof, the Administrative Agent and the Banks have the right to
accelerate and to declare the Obligations to be immediately due and payable and
the right to make demand upon the Company for the payment in full thereof.

         Section 3. ACKNOWLEDGMENT OF OBLIGATIONS. On and as of the date hereof:
(a)(i) the outstanding principal balance of the Huntington Revolving Note is
$4,503,679.09, (ii) the outstanding principal balance of the Bank One Revolving
Note is $3,002,452.72, (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 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.

         Section 4. ACKNOWLEDGMENT THAT OBLIGATIONS CONTINUE IN FULL FORCE AND
EFFECT. Except as otherwise expressly set forth in this Agreement, the
Obligations of the Company to the Administrative Agent and the Banks under the
Loan Agreement and the other Loan Documents shall remain as currently written
and in full force and effect in all respects, and nothing herein shall affect,
alter, modify, limit or impair any of the rights and powers which the
Administrative Agent and the Banks may have thereunder.

         Section 5. ACKNOWLEDGMENT OF ENFORCEABLE AND PERFECTED SECURITY
INTERESTS. The Obligations are secured by valid, enforceable and perfected
security interests in Collateral of the Company and the Guarantor, which
security interests are and shall remain valid, enforceable and perfected, and
shall not be released, impaired, diminished or in any other way modified or
amended as a result of the execution and delivery of this Agreement or by the
agreements and undertakings of the parties contained herein or relating hereto.

         Section 6. FORBEARANCE. So long as the Company fully and timely pays
and performs its obligations (including, without limitation, the Obligations) to
the Administrative Agent and the Banks under the Loan Agreement and the Loan
Documents, the Administrative Agent and the Banks shall forbear during the
Standstill Period from exercising their rights and remedies at law, in equity,
by agreement or otherwise, and the Administrative Agent and the Banks shall not
commence, prior to the occurrence of a Standstill Termination Event, any legal
proceeding against the Company or the Guarantor or against any Collateral.

<PAGE>

         Section 7. STANDSTILL PERIOD. For purposes of this Agreement, the
"Standstill Period" shall mean the period commencing on the date hereof and
continuing through the earlier of (i) 11:59 p.m. Eastern Time on December 14,
2001, or (ii) the termination the obligations of the Banks under Section 6 of
this Agreement in connection with the occurrence of a Standstill Termination
Event.

         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 a $625,000.00 principal payment due November 30, 2001 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 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 by
the Company shall constitute an additional Event of Default under the Loan
Agreement).

         Upon the occurrence of a Standstill Termination Event, the obligations
of the Administrative Agent and the Banks under Section 6 of this Agreement
shall terminate automatically, upon such notice to the Company, if any, as may
be required under the terms of the Loan Agreement, on the day of the occurrence
of such Standstill Termination Event, and all of the Obligations shall be
immediately due and payable in full without further demand or notice.
Thereafter, the rights and remedies of the Administrative Agent and the Banks
may be exercised in accordance with this Agreement, the Loan Agreement and the
other Loan Documents.

         Section 8. AMENDMENT OF LOAN AGREEMENT. To induce the Administrative
Agent and the Banks to enter into this Agreement, the Company agrees that the
Loan Documents are hereby supplemented and modified as follows, which
modifications shall supersede and prevail over any conflicting provisions of the
Loan Documents:

         (a) The first paragraph of Section 1.3(a) of the Loan Agreement is
hereby amended and restated in full as follows:

             1.3 REVOLVING LOAN.

                 (a) FREQUENCY AND AMOUNT OF ADVANCES. Subject to the terms and
             conditions hereof, the Company may borrow and repay any outstanding
             advance under the Revolving Loan on any Business Day (as
             hereinafter defined), and any amounts so repaid may be re-borrowed.
             "Business Day" means a day which is not a Saturday or Sunday or a
             legal holiday and on which Huntington is not required by law or
             other governmental action to close in Ohio. The principal balance
             of the Revolving Loan shall not exceed an amount equal to the
             lesser of (i) $13,000,000.00, or (ii) the sum of (A) 80% of
             Eligible Domestic Accounts (as hereinafter defined), PLUS (B) 30%
             of Eligible Domestic Inventory (as hereinafter defined), PLUS (C)
             90% of Eligible Domestic Machinery and Equipment (as hereinafter
             defined) (collectively, the "Borrowing Base"). Notwithstanding any
             other provision of this Agreement, the maximum amount (subject to
             the limitation of the Borrowing Base) which may be


<PAGE>

             outstanding at any one time under the Revolving Loan shall be
             permanently reduced (from $13,000,000.00) by the amount of and upon
             the receipt by the Banks of the net proceeds of the M&E Liquidation
             (as hereinafter defined), at which time a new draw loan facility
             (the "Over-Advance Draw Loan Facility") will be made available to
             the Company by the Banks in accordance with the terms of Section
             1.3(j) of this Agreement. Commencing not later than July 1, 2001,
             all of the Company's accounts (including accounts that are not
             Eligible Domestic Accounts) shall be collected through lockbox
             arrangements (the "Lockbox Collection Account") to be entered into
             between the Company and the Administrative Agent, and cash
             collateral and controlled disbursement account arrangements shall
             also to be entered into between the Company and the Administrative
             Agent not later than July 1, 2001. The Administrative Agent alone
             shall have control over and power of withdrawal from the Lockbox
             Collection Account.

         (b) Paragraph (3) of Section 1.3(i) of the Loan Agreement is hereby
amended and restated in full as follows:

             1.3 REVOLVING LOAN.

                 (i) ELIGIBILITY.

                 (3) The term "Eligible Domestic Machinery and Equipment" means
                 that portion of the Company's machinery and equipment that is
                 acceptable to the Banks in their sole discretion and that is at
                 all times located in the United States and that conforms to the
                 warranties regarding the machinery and equipment set forth
                 herein and/or in the governing security agreement(s) in favor
                 of the Administrative Agent and that the Administrative Agent
                 determines from time to time, based on credit policies, market
                 conditions, the Company's business and other matters, is
                 eligible for use in calculating the Borrowing Base. For
                 purposes of determining the Borrowing Base, Eligible Domestic
                 Machinery and Equipment (unless the Administrative Agent agrees
                 otherwise in writing) shall not include items of machinery or
                 equipment that, after March 31, 2001, were or are purchased,
                 leased or otherwise acquired by the Company from or through
                 Banc One Leasing Corporation or that are obsolete, materially
                 damaged or in the possession or control of a third person or in
                 transit. All Eligible Domestic Machinery and Equipment shall be
                 valued at orderly liquidation value based upon an appraisal to
                 be completed by July 2, 2001.

                     To the extent that the Company's machinery and equipment
                 associated with the Company's Silicon Valley operations
                 constitute

<PAGE>

                 Eligible Domestic Machinery and Equipment, such machinery and
                 equipment shall immediately cease to be Eligible Domestic
                 Machinery and Equipment as and when the same is liquidated in
                 connection with the M&E Liquidation.

         (c) A new paragraph (j) is hereby added to Section 1.3 of the Loan
Agreement as follows:

             1.3 REVOLVING LOAN.

             (j) OVER-ADVANCE DRAW LOAN FACILITY.

                 (i) ESTABLISHMENT OF AND ADVANCES UNDER OVER-ADVANCE DRAW LOAN
             FACILITY. Subject to the terms and conditions hereof, as and when
             the Banks receive the net proceeds of the M&E Liquidation, the
             Banks, severally, will extend credit to the Company on a draw basis
             (the "Over-Advance Draw Loan"). With respect to the principal
             balance of the Over-Advance Draw Loan, each Bank's Loan Commitment
             shall be equal to the product of (A) such Bank's Commitment
             Percentage multiplied by (B) the principal balance of the
             Over-Advance Draw Loan. Except with respect to any "Current
             Defaults" (as defined in any "standstill" agreement then
             applicable), the Banks, or any of them, shall have no obligation to
             advance any sums under the Over-Advance Draw Loan upon the
             occurrence and continuance of an Event of Default or upon the
             occurrence of an event which, but for the giving of notice or the
             lapse of time or both, would constitute an Event of Default.
             Amounts advanced to and repaid by the Company under the
             Over-Advance Draw Loan may not be re-borrowed. The Company's right
             to obtain advances under the Over-Advance Draw Loan shall terminate
             on December 14, 2001.

                 (ii) MAXIMUM PRINCIPAL AMOUNT OF OVER-ADVANCE DRAW LOAN. The
             maximum principal amount of the Over-Advance Draw Loan shall not
             exceed an amount equal to (A) 90% of the Company's Eligible
             Domestic Machinery and Equipment consisting of machinery and
             equipment used in the Company's Silicon Valley operations, MINUS
             (B) the net proceeds of the M&E Liquidation received by the Banks.

                 (iii) USE OF PROCEEDS. The net proceeds of the Over-Advance
             Draw Loan shall be used for general corporate purposes.

                 (iv) EVIDENCE OF INDEBTEDNESS. The Over-Advance Draw Loan shall
             be evidenced by a note or by one or more notes (collectively, the
             "Draw Note") subsequently executed in

<PAGE>


             substitution therefor, each in substantially the form set forth in
             EXHIBIT B-3 attached hereto.

                 (v) INTEREST. Interest shall accrue and shall be due and
             payable as provided in the Draw Note.

                 (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 as provided in the
             Draw Note.

                 (vii) STATUS OF OVER-ADVANCE DRAW LOAN FACILITY. The
             Over-Advance Draw Loan Facility shall be (A) a credit facility
             separate and apart from (and not a sub-facility under) the
             Revolving Loan (notwithstanding its inclusion in this Section 1.3),
             and (B) one of the Obligations (as hereinafter defined) secured by
             the Collateral (as hereinafter defined) and guaranteed by the
             Guarantors (as hereinafter defined).

         (d) A new concluding paragraph is hereby added to Section 4.12 of
the Loan Agreement as follows:

                 The Company's failure to satisfy the minimum Tangible Net Worth
             requirement for the period ending November 30, 2001 shall not
             constitute an Event of Default if such failure occurs solely as a
             consequence of the M&E Liquidation. Additionally, the Company's
             failure to satisfy the minimum Tangible Net Worth requirement for
             the period ending November 30, 2001 shall not constitute a
             Standstill Termination Event.

         (e) The second paragraph (and associated table) of Section 4.21 of the
Loan Agreement concerning minimum EBITDA requirements for the Company's Silicon
Valley operations is hereby deleted and such paragraph is hereby amended and
restated in full as follows:

                 The Company's failure to satisfy the minimum EBITDA requirement
             for the period ending November 30, 2001 shall not constitute an
             Event of Default if such failure occurs solely as a consequence of
             the M&E Liquidation. Additionally, the Company's failure to satisfy
             the minimum EBITDA requirement for the period ending November 30,
             2001 shall not constitute a Standstill Termination Event.

         (f) New Section 4.24 of the Loan Agreement is hereby added to the Loan
Agreement as follows:


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             4.24. SILICON VALLEY OPERATIONS.

                   (a) On or before November 26, 2001, the Company shall deliver
             or cause to be delivered to the Administrative Agent a detailed
             plan regarding the closing of the Company's Silicon Valley
             operations covering, without limitation, employee severance costs,
             proposals for the liquidation of machinery and equipment associated
             with the Silicon Valley operations that is no longer necessary for
             the Company's other operations (the "M&E Liquidation") and such
             other matters as may be requested by the Administrative Agent.

                   (b) Notwithstanding anything to the contrary set forth in the
             Loan Agreement or any other Loan Documents, 100% of the net
             proceeds of the M&E Liquidation shall be remitted to the
             Administrative Agent, for the ratable benefit of the Banks,
             immediately upon the receipt of such net proceeds by or on behalf
             of the Company. All such net proceeds shall be applied by the Banks
             to the outstanding principal balance under the Revolving Loan, and
             the maximum amount (subject to the limitation of the Borrowing
             Base) which may be advanced under the Revolving Loan shall be
             permanently reduced (from $13,000,000.00) by the amount of such net
             proceeds.

         (g) New Section 4.25 of the Loan Agreement is hereby added to the Loan
Agreement as follows:

             4.25. METATEC INTERNATIONAL B.V. OPERATIONS AND FACILITIES. On or
             before December 14, 2001, the Company shall present to the
             Administrative Agent a detailed written plan acceptable to the
             Administrative Agent and the Banks for resolution or disposition of
             the Company's operations and facilities in Breda, The Netherlands.

         (h) New Section 4.26 of the Loan Agreement is hereby added to the Loan
Agreement as follows:

             4.26. ROYALTY AGREEMENTS. On or before December 14, 2001, the
             Company shall deliver or cause to be delivered to the
             Administrative Agent copies of all royalty agreements to which the
             Company is a party or pursuant to which the Company receives or is
             entitled to receive royalties. Additionally, the Company shall
             deliver or cause to be delivered to the Administrative Agent copies
             of all royalty agreements to which the Company is a party or
             pursuant to which the Company pays or is required to pay royalties,
             together with all amendments thereto pursuant to which the Company
             and the licensors have agreed that the Company shall not be
             required to pay to the licensors, prior to April 2, 2002, any sums
             that are delinquent under the royalty agreements as of November 21,
             2001.

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         (i) Section 5.1(i) is hereby amended and restated in full as follows:

             5.1 FINANCIAL INFORMATION AND REPORTING; REGULATORY REPORTS.

                 (i) [Intentionally deleted.]

         (j) New Sections 5.1(j), (k), (l), (m) and (n) of the Loan Agreement
are hereby added to the Loan Agreement as follows:

             5.1 FINANCIAL INFORMATION AND REPORTING; REGULATORY REPORTS.

                 (j) On or before Monday of each week, a rolling thirteen-week
             cash flow projection for the succeeding thirteen-week period, which
             projection shall reflect cash receipts by major categories,
             disbursements in line item detail, and such other information as
             may be required by the Administrative Agent, such projections to
             include a comparison of the preceding week's actual cash flow to
             the most recent projection provided by the Company;

                 (k) On or before November 30, 2001, revised financial
             projections for the Company through March 31, 2002, for each major
             business line and location (e.g. Dublin and Breda, The
             Netherlands), which projections shall detail (including customer
             names and amounts, and presented by lines of business [e.g.
             vertical business units for Dublin only]) revenues anticipated from
             the Company's customers which comprise either the greater of (a)
             the 10 customers from which the Company earns the greatest amount
             of revenue, or (b) the customers from which the Company derives 70%
             of its total revenues, such projections to be in such form and of
             such content as may be satisfactory to the Administrative Agent and
             the Banks;

                 (l) On or before the 20th day of each month, preliminary
             internally prepared financial statements of the Company for the
             preceding month, on a consolidated and consolidating basis and
             prepared in accordance with GAAP, including a balance sheet and
             statements of income and surplus and cash flows, with comparisons
             to the projections most recently provided to the Administrative
             Agent, such financial statements to be certified by a Financial
             Officer as of the end of such period;

                 (m) On or before the 15th day of each month, reports for the
             preceding month concerning accounts receivable and payable agings,
             accounts receivable reconciliations and inventory listings, such
             reports to be (i) segregated by U.S. and foreign operations (with a
             list of the Company's Silicon Valley customers to be provided),
             (ii) certified by a

<PAGE>

             Financial Officer, and (iii) in such form and of such content as
             may be satisfactory to the Administrative Agent and the Banks; and

                 (n) At the request of the Administrative Agent, such other
             information as the Administrative Agent may from time to time
             require, in form and substance satisfactory to the Administrative
             Agent.

         (k) All references in the Loan Agreement to "Banc One Leasing Company"
are hereby changed to "Banc One Leasing Corporation".

         Section 9. DEFAULT RATE OF INTEREST. The Company agrees that commencing
October 25, 2001, the Revolving Note and the Term Note shall bear interest at
the default rate as set forth in the second paragraph of Section 2.1 of the Loan
Agreement.

         Section 10. COMPLIANCE WITH LOAN DOCUMENTS. As a continuing condition
to the agreements of the Administrative Agent and the Banks contained herein,
the Company shall not allow any Event of Default (other than the Current
Defaults) to exist under the Loan Agreement and the Loan Documents (and the
execution of this Agreement by the Administrative Agent and the Banks shall not
constitute a waiver of the Current Defaults), and the Company shall comply with
all the terms and provisions of all such documents during the term of this
Agreement, except to the extent that the timing of certain payments has been
temporarily restated by the terms hereof.

         Section 11. NO WAIVER OF RIGHTS. Nothing contained herein shall be
deemed a waiver of any of the rights and remedies of the Administrative Agent or
the Banks, at law or in equity, or under the Loan Agreement or the Loan
Documents, or under any other agreement evidencing, securing, governing or
pertaining to the Obligations. The Administrative Agent and the Banks are under
no duty or obligation of any kind to grant to the Company any additional period
of forbearance beyond the Standstill Period. The actions of the Administrative
Agent and the Banks in entering into this Agreement are without prejudice to
their rights to pursue any and all remedies available to them on or after the
termination of the Standstill Period.

         Section 12. TERM OF AGREEMENT. At the end of the Standstill Period, the
Administrative Agent and the Banks shall have no obligation to extend,
reconsider, restructure or otherwise continue this Agreement or the Standstill
Period or to consent to any other forbearance or standstill agreement. The
Company specifically and expressly agrees that it is not relying on any
commitment of the Administrative Agent or the Banks to further forbear with
respect to the Obligations beyond the specific terms of this Agreement.

         Section 13. NO ACCORD OR COMPROMISE. This Agreement shall not be
construed as a compromise or accord and satisfaction as to the Obligations or to
any other obligations of the Company arising under or in connection with the
Loan Agreement or the Loan Documents.

         Section 14. AUTHORITY; BINDING EFFECT. The Company represents and
warrants to the Administrative Agent and the Banks that (i) the Company has the
corporate power and authority to execute and deliver this Amendment; (ii) the
officer executing this Amendment on behalf of the Company has been duly
authorized to execute and deliver the same and to bind the Company with

<PAGE>

respect to the provisions hereof; (iii) the execution by the Company of this
Agreement and the performance and observance by the Company of the provisions
hereof do not violate or conflict with the articles of incorporation or code of
regulations of the Company or any law applicable to the Company and will not
result in the breach of any provision of or constitute a default under any
agreement, instrument or document binding upon or enforceable against the
Company; and (iv) this Agreement and other the Loan Documents constitute valid
and legally binding obligations of the Company in every respect, subject to
applicable bankruptcy, insolvency, reorganization and other similar laws
affecting creditors' rights generally, to general equitable principles and to
applicable doctrines of commercial reasonableness.

         Section 15. NOTICES. Section 8.1 of the Loan Agreement is hereby
incorporated by reference.

         Section 16. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such parties, and all terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns, whether so expressed or not;
provided, however, that the Company shall not assign or transfer, or purport or
attempt to assign or transfer to any person or entity or permit any person or
entity to assume or undertake any of the Company's rights, duties or obligations
under this Agreement without the prior written consent of the Administrative
Agent and the Banks, which consent may be granted or waived in the sole
discretion of the Administrative Agent and the Banks.

         Section 17. APPLICABLE LAW. This Agreement has been made by the
Company, the Administrative Agent and the Banks at Columbus, Ohio. This
Amendment shall be interpreted, and the rights and liabilities of the parties
hereto determined, in accordance with the laws of the State of Ohio.

         Section 18. MODIFICATIONS, AMENDMENTS OR WAIVERS; NO IMPLIED WAIVERS.
All references to this Agreement shall also include all amendments, extensions,
renewals, modifications and substitutions thereto and thereof. This Agreement
may be amended, and the observance of any term of this Agreement may be waived,
with (and only with) the written consent of the Company, the Administrative
Agent and the Banks. No notice to or demand on the Company in any case shall
entitle the Company to any other or further notice or demand in the same,
similar and other circumstances. Neither any failure nor any delay on the part
of the Administrative Agent or the Banks in exercising any right, power or
privilege hereunder or under Agreement or the other Loan Documents shall operate
as a waiver thereof, nor shall a single or partial exercise thereof preclude any
other or further exercise of the same or the exercise of any other right, power
or privilege.

         Section 19. COUNTERPARTS. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures thereto were upon the
same instrument.

         Section 20. HEADINGS. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part
hereof.

<PAGE>

         Section 21. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or effecting the validity or
enforceability of such provisions in any other jurisdiction.

         Section 22 ENTIRE AGREEMENT. This Agreement reflects the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements or understandings with respect hereto in their
entirety.

         Section 23. CONSENT TO JURISDICTION AND VENUE. Section 8.8 of the Loan
Agreement is hereby incorporated by reference.

         Section 24. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         Section 25. RELEASE OF ADMINISTRATIVE AGENT AND BANKS. The Company
hereby releases, acquits and forever discharges the Administrative Agent and the
Banks, and each and every past and present stockholder, affiliate, director,
officer, employee, agent, representative and attorney of the Administrative
Agent and the Banks, from any and all claims, causes of action, suits, debts,
liens, obligations, liabilities, demands, losses, costs and expenses (including
attorneys' fees) of any kind, character, or nature whatsoever, known or unknown,
fixed or contingent, which the Company may have or claim to have now or which
may hereafter arise out of or connected with any act or omission of the
Administrative Agent or the Banks existing or occurring prior to the date of
this Agreement or any instrument executed prior to the date of this Agreement.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed and delivered this Agreement as of the day and
year first above written.


                                    COMPANY:

                                     METATEC INTERNATIONAL, INC.
                                     an Ohio corporation

                                     By:      /s/ Jeffrey M. Wilkins
                                         ---------------------------------------

                                     Its:     Chairman and Ceo
                                          --------------------------------------


                                     AGENT:

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

                                     By: /s/ David F. Isler
                                         ---------------------------------------

                                     Its : Senior Vice President
                                          --------------------------------------


                                     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
                                          --------------------------------------