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                                                                    EXHIBIT 10.2

                              FORBEARANCE AGREEMENT

This agreement ("Agreement") is entered into as of this 21st day of November,
2001, by and between Banc One Leasing Corporation ("Banc One"), Metatec
International, Inc., an Ohio company ("International"), and Metatec Worldwide,
Inc., an Ohio company ("Worldwide").

                             BACKGROUND INFORMATION

WHEREAS, on or around July 27, 1998, Metatec Corporation executed and delivered
to Banc One a Master Lease Agreement (together with all related addenda,
certificates, riders, evidence of perfection, the Schedules and Assumption, as
defined below, all as may have been or may be amended, the "Lease"); and

WHEREAS, pursuant to the Lease, on or around July 30, 1998, Metatec Corporation
executed and delivered to Banc One Lease Schedule No. 1000063754 (together with
related addenda, certificates, riders and other related documents, as amended,
"Schedule 1") pursuant to which Banc One leased to Metatec Corporation certain
personal property described therein ("Equipment 1"); and

WHEREAS, pursuant to the Lease, on or around August 20, 1998, Metatec
Corporation executed and delivered to Banc One Lease Schedule No. 1000063755
(together with related addenda, certificates, riders and other related
documents, as amended, "Schedule 2"; Schedules 1 and 2 are herein collectively
referred to as the "Schedules") pursuant to which Banc One leased to Metatec
Corporation certain personal property described therein ("Equipment 2";
Equipment 1 and 2 is herein collectively referred to as the "Equipment"); and

WHEREAS, on or around November 24, 1999, Metatec Corporation, International and
Banc One entered into an Assumption Agreement wherein International assumed all
of Metatec Corporation's obligations, agreements, tax indemnities and other
indemnities under the Lease (the "Assumption"); and

WHEREAS, as of March 31, 2001, International and Worldwide executed and
delivered to Banc One Security Agreements (together with all related evidence of
perfection, each, a "Security Agreement"; collectively, the "Security
Agreements") pursuant to which International and Worldwide granted to Banc One,
as collateral security for International's obligations under the Lease, a
security interest in their Equipment, Inventory, Accounts, chattel paper,
general intangibles, instruments, investment property, documents, deposit
accounts, letter of credit rights and foreign currency, exchange or options
contracts between International and any affiliate of Bank One Corporation (all
as more particularly described therein, the "Collateral"), which security
interests were perfected by the filing of UCC financing statements with various
governmental offices and/or other acts of perfection; and

WHEREAS, included in the Collateral is a Foreign Exchange & Options Agreement &
Schedule between International and Bank One, NA (Illinois) dated as of April __,
2001 (together with all rights and agreements thereunder, including all FX
Transactions [as defined therein], the "FEOMA"); and

WHEREAS, pursuant to Section 14(d) of the Lease, International is or will be, as
of November 30, 2001, in default on its obligations under the Lease (as
described in a Standstill Agreement and First Amendment to Amended and Restated
Loan Agreement dated as of November 21, 2001, the "Existing Default") due to a
default by International under its Amended and Restated Loan Agreement dated as
of March 31, 2001 (the "Loan Agreement") between International and Huntington
National Bank (the "Agent") as agent for

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Huntington National Bank and Bank One, NA (Ohio), which Existing Default, along
with receipt of Banc One's prior notice thereof, is hereby acknowledged by
International and Worldwide; and

WHEREAS, as a consequence of the Existing Default, Banc One may exercise any or
all of its remedies as enumerated in Section 15 of the Lease and Section 12 of
the Security Agreements (collectively, the "Remedies"); and

WHEREAS, International and Worldwide have requested Banc One to forbear from
exercising its Remedies as result of the Existing Default and to otherwise
modify its rights and remedies; and

WHEREAS, Banc One is willing to modify its rights and to forbear from exercising
its Remedies, except as provided herein, during the term of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, Banc One, International and Worldwide do voluntarily and without
coercion of any kind hereby agree as follows:

                               I. Acknowledgment.

         A.       Banc One, International and Worldwide hereby acknowledge the
                  accuracy of the Background Information contained in this
                  Agreement.

         B.       Banc One, International and Worldwide hereby acknowledge and
                  stipulate that (a) Banc One's interest in the Equipment is an
                  ownership interest, and its security interest in the
                  Collateral is properly perfected; (b) Metatec Corporation or
                  International, as applicable, (i) executed and delivered the
                  Lease to Banc One on the dates reflected above, (ii) is
                  properly obligated under the Lease by the terms thereof, (iii)
                  is in possession of a copy of the Lease, and (iv) remains
                  bound, in all respects, under the terms of the Lease, as
                  specifically modified herein; and (c) International and
                  Worldwide (i) executed and delivered the Security Agreements
                  to Banc One on the dates reflected above, (ii) are properly
                  obligated under their respective Security Agreement by the
                  terms thereof, (iii) are in possession of copies of their
                  respective Security Agreement, and (iv) remain bound, in all
                  respects, under the terms of their respective Security
                  Agreement.

         C.       International hereby ratifies its obligations under the Lease
                  as specifically modified herein. Any rights to or interests in
                  property, including ownership and/or collateral interests in
                  the Equipment or Collateral, granted to Banc One pursuant to
                  the Lease or otherwise shall be continued and are hereby
                  ratified and acknowledged without further action by Banc One,
                  International or Worldwide.

         D.       International and Worldwide hereby ratify their respective
                  obligations under the Security Agreements.

         E.       International and Worldwide acknowledge that (i) prior to
                  giving effect to this Agreement, the obligations under the
                  Lease and Security Agreements were in default and were subject
                  to all Remedies available to Banc One thereunder, and (ii) the
                  Existing Default will continue to exist as a default under the
                  Lease notwithstanding any forbearance or waiver by the Agent
                  or any partial or complete cure by International of its prior,
                  current or subsequent defaults under the Loan Agreement.

                                 II. Agreement.

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         1.       FORBEARANCE.

         1.01.    Except as provided in this Agreement, Banc One shall not,
                  prior to the Termination Date (as defined herein), exercise
                  its Remedies against International, Worldwide, the Equipment
                  or the Collateral based upon the Existing Default.

         1.02.    "Termination Date" shall mean the earlier to occur of any of
                  the following:

                  (a)      A default of any term of this Agreement, without
                           notice or cure period.

                  (b)      Any event, non-event or occurrence described as a
                           default or event of default in the Lease or either
                           Security Agreement, or any document executed in
                           connection therewith (but not the Existing Default),
                           or a material adverse change to International,
                           Worldwide, the Equipment or the Collateral.

                  (c)      December 14, 2001.

         1.03.    No delay or failure of Banc One to exercise any of its
                  Remedies, or any rights or remedies under this Agreement or
                  any document executed in connection with the Lease, the
                  Security Agreements or herewith shall operate as a waiver
                  thereof.

         1.04.    Prior to the Termination Date, except with respect to the
                  Existing Default, International will continue to comply with
                  all of its obligations under the Lease.

         1.05.    In consideration of the forbearance provided herein,
                  International agrees to take such actions as are requested by
                  Banc One or Bank One, NA (Illinois), including, but not
                  limited to executing and delivering to Bank One, NA
                  (Illinois), on even date herewith, the letter attached hereto
                  as Exhibit 1.05 (the "Instruction"), and causing the Agent to
                  execute the Instruction on even date herewith, for the purpose
                  of immediately (a) settling and netting all FX Transactions
                  and (b) causing the delivery by Bank One, NA (Illinois) of all
                  amounts otherwise to be paid to International under the FEOMA
                  upon such settlement or netting to be delivered to Banc One
                  for application to International's payment obligations under
                  the Lease, in allocations as Banc One, in its sole discretion,
                  determines to be appropriate.

         2.       REPRESENTATIONS AND WARRANTIES.

         2.01.    International and Worldwide represent and warrant to Banc One
                  that:

                  (a)      No default or event of default under the Lease or
                           Security Agreements, nor any event that, with the
                           giving of notice or the passage of time or both,
                           would be a default or an event of default under such
                           documents has occurred and is continuing, except the
                           Existing Default.

                  (b)      International and Worldwide have no claims,
                           counterclaims, defenses, or set-offs with respect to
                           their respective obligations under the Lease or the
                           Security Agreements.

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                  (c)      The Lease and the Security Agreements are the legal,
                           valid and binding obligations of International and
                           Worldwide, respectively, enforceable against
                           International and Worldwide, respectively, in
                           accordance with their terms.

         3.       REAFFIRMATION AND WAIVERS.

         3.01.    The Lease. International hereby reaffirms, acknowledges and
                  agrees that it is fully liable for the all obligations under
                  the Lease.

         3.02.    Security Agreements. International and Worldwide hereby
                  reaffirm, acknowledge and agree that they are fully obligated
                  under the Security Agreements pursuant to their terms.

         4.       RELEASE.

         4.01.    As a material inducement to Banc One to enter into this
                  Agreement, which the parties have determined to be to their
                  direct advantage and benefit, International and Worldwide do
                  hereby release and forever discharge Banc One, Bank One
                  Corporation, and all of their past and present employees,
                  agents, attorneys, officers, directors, subsidiaries and
                  affiliates, and each of their predecessors, successors and
                  assigns (hereinafter collectively referred to as "Banc One
                  Releasees"), from any and all claims, losses, liabilities,
                  demands, defenses, setoffs, counterclaims and causes of action
                  of any kind, if any, whether absolute or contingent, known or
                  unknown, matured or unmatured, that International or Worldwide
                  have or hereinafter can have, or have ever had, in whatever
                  capacity against any of the Banc One Releasees, arising out of
                  or relating to the Lease, the Equipment, either Security
                  Agreement, the Collateral, the FEOMA or any other event,
                  agreement, letter or transaction, oral or written, between
                  either of International or Worldwide and any of the Banc One
                  Releasees by reason of any matter from the beginning of time,
                  to and including the date of this Agreement.

         4.02.    This Release is non-contingent and absolute.

         4.03     This Release shall survive and shall remain in full force and
                  effect after all of the obligations under the Lease have been
                  satisfied in full.

         5.       GENERAL PROVISIONS.

         5.01.    NO MODIFICATIONS. Except as otherwise provided herein, this
                  Agreement does not either implicitly or explicitly, modify any
                  provision of any documents, including the Lease or the
                  Security Agreements, and shall not constitute a waiver of any
                  rights or remedies thereunder.

         5.02.    GOVERNING LAW. This Agreement shall be governed by the laws of
                  Ohio without reference to any conflicts of law.

         5.03.    TIME IS OF THE ESSENCE. Time is of the essence under this
                  Agreement.

         5.04.    COUNTERPARTS. This Agreement may be executed in multiple
                  counterparts, each of which shall be

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                  deemed an original, and all such counterparts together shall
                  constitute one and the same instrument.

         5.05.    SEVERABILITY. If any portion of this Agreement is found by a
                  court to be unenforceable, the entire remainder of the
                  Agreement shall remain in full force and effect.

         5.06.    VENUE. Exclusive venue for any actions involving this
                  Agreement shall be in Franklin County, Ohio.

         5.07.    COUNSEL. In the negotiations leading up to this Agreement,
                  International and Worldwide have had sufficient time to
                  consider all terms of this Agreement and the alternatives to
                  this Agreement, during which time they have retained counsel
                  and are fully prepared and willing to sign this Agreement and
                  be legally bound hereby. International and Worldwide have
                  freely and thoroughly considered all their options and enter
                  into this Agreement knowingly and voluntarily. Each party has
                  had equal opportunity to negotiate the terms of this
                  Agreement, and Banc One's counsel is preparing the draft
                  merely for the convenience of the parties. The identity of the
                  party preparing this Agreement shall have no effect on the
                  interpretation hereof.

         5.08.    DEFINITIONS AND CAPTIONS. All capitalized terms used in this
                  Agreement that are not otherwise defined herein but are
                  defined in the Lease, Security Agreement or FEOMA shall have
                  the same meanings ascribed to them in the respective
                  instrument or document. Section captions used in this
                  Agreement are for convenience only and shall not affect the
                  construction of this Agreement.

         5.09.    INTEGRATION. This Agreement and the documents and instruments
                  executed contemporaneously herewith, and to which Banc One is
                  a party, contain the entire Agreement among the parties and
                  supersede any prior discussions, negotiations, representations
                  or agreements among them respecting the subject matter;
                  provided, however, that except as specifically provided
                  herein, this Agreement does not alter or amend any document or
                  instruments previously executed and delivered by either
                  International or Worldwide to Banc One.

         5.10.    NOT A NOVATION. This Agreement is a modification only and not
                  a novation. Except for the forbearance provided for herein,
                  the Lease and the Security Agreement, and all the terms and
                  conditions thereof, shall be and remain in full force and
                  effect with any changes herein deemed to be incorporated
                  therein. This Agreement is to be considered attached to the
                  Lease and made a part thereof. This Agreement shall not
                  release or affect the liability of any guarantor, surety or
                  endorser of the Lease or release any owner of Equipment or
                  Collateral securing the Lease. The validity, priority and
                  enforceability of the Lease shall not be impaired hereby.

         5.11.    REINSTATEMENT. International and Worldwide agree that to the
                  extent that all or any part of the payments contemplated
                  herein is subsequently invalidated, declared to be fraudulent
                  or preferential, set aside and required to be paid or repaid
                  over to the trustee, receiver or other entity, including
                  International or Worldwide acting as debtor-in-possession,
                  whether under any bankruptcy law or otherwise (any such
                  payment is hereinafter referred to as a "Preferential
                  Payment"), then the Lease and Security Agreements shall be
                  reinstated in an

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                  amount equal to the amount of such Preferential Payment with
                  all liabilities intended to be satisfied by the payments to be
                  made hereunder being revived and continued in full force and
                  effect as if such Preferential Payment had not been made.

         5.12.    JURY WAIVER. International and Worldwide and Banc One (by its
                  acceptance hereof) hereby voluntarily, knowingly, irrevocably
                  and unconditionally waive any right to have a jury participate
                  in resolving any dispute (whether based upon contract, tort or
                  otherwise) between or among either or both of International or
                  Worldwide and Banc One arising out of or in any way related to
                  this Agreement, any other related document, or any
                  relationship between Banc One and International or Worldwide.
                  This provision is a material inducement to Banc One to provide
                  the forbearance described herein.

THE UNDERSIGNED HAVE HEREUNTO SET THEIR HAND IN COLUMBUS, OHIO ON THE 21st DAY
OF NOVEMBER, 2001.

Banc One Leasing Corporation
By: /s/ Michael A. Reeves
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Its: Vice President
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Metatec International, Inc.

By:      /s/ Jeffrey M. Wilkins
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Its:     Chairman and CEO
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Metatec Worldwide, Inc.

By:      /s/ Jeffrey M. Wilkins
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Its:     Chairman and CEO
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