METATEC INTERNATIONAL INC
EX-10.3 MPEG AUDIO PATENT LICENSE AGREEMENT
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<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>l95564aexv10w3.txt
<DESCRIPTION>EX-10.3 MPEG AUDIO PATENT LICENSE AGREEMENT
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                                  EXHIBIT 10.3

                  MPEG Audio Patent License Agreement dated August 9, 2002,
         between Koninklijke Philips Electronics N.V. and Metatec International,
         Inc.

This Agreement is entered into this 9th day of August, 2002 by and between


KONINKLIJKE PHILIPS ELECTRONICS N.V., having its registered offices in
Eindhoven, The Netherlands, (hereinafter referred to as "Philips")


and


METATEC INTERNATIONAL, INC., having its registered office in 7001 Metatec Blvd.,
Dublin, Ohio 43017 (hereinafter referred to as "Licensee")



WHEREAS the parties hereto have entered into a DVD Video Disc and DVD ROM Disc
Patent License Agreement (hereinafter referred to as the "DVD Agreement"),
whereby Philips has granted to Licensee the right to use certain patents owned
by Philips, Sony Corporation and Pioneer Corporation respectively in connection
with the manufacture and sale of DVD-Video Discs (as defined in the DVD
Agreement);

WHEREAS Philips, together with the Institut fur Rundfunk Technik G.m.b.H. of
Munchen (Germany) and France Telecom R&D of Issy Les Moulineaux (France) own
certain patents relating to the MPEG-1 Layer II and the MPEG-2 Layer II Audio
technology, which are being used in connection with the manufacture of DVD-Video
Discs; these patents (hereinafter referred to as "the MPEG Audio Patents") are
listed in Exhibit I hereto;


It is hereby agreed as follows:

FOR THE DURATION OF THE DVD AGREEMENT AND SUBJECT TO THE FULL COMPLIANCE BY
LICENSEE WITH ITS OBLIGATIONS UNDER THE DVD AGREEMENT, PHILIPS HEREBY GRANTS TO
LICENSEE AND LICENSEE HEREBY ACCEPTS THE RIGHT TO USE THE MPEG AUDIO PATENTS
SOLELY FOR THE DECODING OF DIGITAL AUDIO SIGNALS IN ACCORDANCE WITH THE ISO/IEC
11172-3 MPEG-1 LAYER II AND/OR THE ISO/IEC 13818-3 MPEG-2 LAYER II AUDIO
STANDARD IN CONNECTION WITH THE MANUFACTURE OF DVD-VIDEO DISCS. THE ROYALTIES
FOR THE USE OF THE MPEG AUDIO PATENTS ARE INCLUDED IN THE ROYALTIES PAYABLE
UNDER THE DVD AGREEMENT.

Licensee shall have the right to use the MPEG-2 Audio logo on DVD-Video Discs,
which conform to the ISO/IEC 13818-3 MPEG-2 Audio Standard, manufactured by it
in accordance with the provisions of this Agreement and the DVD Agreement.

In addition to the reporting of DVD-Video Discs in accordance with Article 4.03
of the DVD Agreement, Licensee shall also report the quantities of DVD-Video
Discs making use of the above-mentioned MPEG-1 Layer II and/or MPEG-2 Layer II
Audio Standard.

The relevant provisions of the DVD Agreement shall apply, mutatis mutandis, to
this Agreement.

Signed for and on behalf of:

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Koninklijke Philips Electronics N.V.        Metatec International, Inc.




/s/ B. Mache                                  /s/ Gary W. Qualmann
-------------------------------             ------------------------------
Name:  Bernd Mache                          Name:  Gary W. Qualmann

Title: Chief Financial Officer             Title:  Chief Financial Officer
      -------------------------                  -------------------------
         Date:  August 13, 2002                    Date:  August 9, 2002
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