METATEC INTERNATIONAL INC
EXHIBIT 10(Z)
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<TYPE>EX-10.Z
<SEQUENCE>2
<FILENAME>l86740aex10-z.txt
<DESCRIPTION>EXHIBIT 10(Z)
<TEXT>

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                                                                   EXHIBIT 10(z)

                              EMPLOYMENT AGREEMENT

         This agreement is made effective November 22, 2000, between Metatec
International, Inc., an Ohio corporation (the "Company"), and Christopher A.
Munro ("Mr. Munro"), who hereby agree as follows:

         SECTION 1. EMPLOYMENT. Upon the terms and subject to the conditions
described in this agreement, the Company hereby employs Mr. Munro and Mr. Munro
hereby accepts employment by the Company.

         SECTION 2. TERM. Mr. Munro's employment with the Company pursuant to
this agreement shall begin on January 2, 2001 (the "Commencement Date") and
continue until terminated pursuant to Section 11 of this agreement (the "Term").

         SECTION 3. SERVICES. Mr. Munro shall serve as the Chief Operating
Officer of the Company, reporting to the Chief Executive Officer of the Company
(the "CEO"). Mr. Munro shall devote his full business and professional time,
attention, energy, loyalty, and skill to the Company's business, performing such
executive or administrative tasks and having such responsibilities as may be
assigned to him from time to time by the CEO or the Board.

         SECTION 4. SALARY. The Company shall pay Mr. Munro a base salary at the
initial annual rate of $240,000, (the "Base Salary"), payable in bi-weekly
installments, in arrears, in accordance with the Company's general policies and
procedures for payment of salaries to its executive personnel. The Base Salary
and other consideration payable to Mr. Munro under this agreement shall be
subject to all applicable tax and other withholding requirements.

         SECTION 5. BONUS. The Company shall pay Mr. Munro a performance sharing
bonus equal to the value of 12,500 points multiplied by the point value
determined under, and payable on the conditions of and as otherwise described
in, the Company's Open Book Management program as in effect from time to time.

         SECTION 6. STOCK OPTIONS. Concurrently with the Commencement Date,
Company shall grant to Mr. Munro an option to purchase 50,000 common shares,
without par value, of the Company (the "Shares"), pursuant to the Company's 1990
Stock Option Plan, as amended (the "Option"). The Option shall be granted
pursuant to the form non-qualified stock option agreement that has previously
been approved by the Compensation Committee of the Board, which includes, among
other things, a 4-year vesting schedule under which on each of the first four
anniversaries of the Commencement Date the Option will vest with respect to 25 %
of the Shares subject to the Option. In addition, the Company shall grant to Mr.
Munro an additional option for 50,000 common shares, without par value, of the
Company (the "Shares"), pursuant to the Company's 1990 Stock Option Plan, as
amended (the "Option"). The Option shall be granted pursuant to the form
non-qualified stock option agreement that has previously been approved by the
Compensation Committee of the Board, which includes, among other things, a
1-year vesting schedule under which on the first anniversary of the Commencement
Date the Option will vest.


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         SECTION 7. RESTRICTED SHARES. Concurrently with the Commencement Date,
the Company shall award to Mr. Munro 40,000 Shares pursuant to the terms of a
Restricted Share Agreement between Mr. Munro and the Company dated as of the
Commencement Date, which shall include, among other things, provisions for the
forfeiture of 20,000 of such Shares if Mr. Munro's employment with the Company
terminates for any reason prior to the second anniversary of the Commencement
Date and 40,000 of such shares if Mr. Munro's employment with the Company
terminates for any reason prior to the first anniversary of the Commencement
Date.

         SECTION 8. LIFE INSURANCE. As additional compensation to Mr. Munro, the
Company shall make an annual payment of $20,000 towards the premium due for a
split dollar policy to be obtained in the future but only so long as such policy
is still in full force and effect without change.

         SECTION 9. FRINGE BENEFITS AND PERQUISITES. Mr. Munro shall also be
entitled to: (a) five weeks paid vacation during each year of employment; and
(b) group health and welfare benefits, disability insurance, and other benefits
and perquisites that are offered generally to the Company's personnel from time
to time pursuant to such terms, conditions, and policies as may be approved by
the Board or its designee.

         SECTION 10. CONFIDENTIALITY; NONCOMPETITION. Mr. Munro shall not,
directly or indirectly, at any time (whether during the Term or thereafter),
disclose any Confidential Information (defined below) to any person,
association, or other entity (other than the Affiliated Companies, as defined
below), or use, or permit or assist any person, association, or other entity
(other than the Affiliated Companies) to use, any Confidential Information,
excepting only: (i) Confidential Information which is then generally available
to or obtainable by the public and which did not become so available or
obtainable through the breach of any provision of this agreement by Mr. Munro;
and (ii) disclosures required by applicable law.

         Upon termination of his employment with the Company (for any reason),
Mr. Munro shall immediately deliver to the Company all documents and other
materials containing any Confidential Information which are in his possession or
under his control.

         During the Restricted Period (defined below), Mr. Munro shall not,
directly or indirectly (whether individually or as a shareholder or other owner,
partner, member, director, officer, employee, consultant, creditor or agent of
any person, association, or other entity):

                  (a) Enter into, engage in, or promote or assist (financially
         or otherwise), directly or indirectly, any business which competes with
         the business of any Affiliated Company (the "Business") anywhere in the
         Restricted Territory, provided that the foregoing shall not preclude
         Mr. Munro from owning less than 1% of the outstanding capital stock of
         any corporation whose shares are publicly traded on a national
         securities exchange or system;

                  (b) Solicit or attempt to solicit business in competition with
         the Business from any third party to which any Affiliated Company
         provides services (in any such case, a "Restricted Company"), or
         interfere or attempt to interfere with any relationship of any
         Affiliated Company with any Restricted Company;

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                  (c) Induce or encourage any employee, officer, director,
         agent, supplier, or independent contractor of any Affiliated Company to
         terminate its relationship with any such Affiliated Company, or
         otherwise interfere or attempt to interfere in any way with any
         Affiliated Company's relationships with its employees, officers,
         directors, agents, suppliers, independent contractors, or others;

                  (d) Employ or engage any person who, at any time within the
         one-year period immediately preceding such employment or engagement,
         was an employee, officer, director, or agent of any Affiliated Company;
         or

                  (e) Make any statement (oral or written) or take any other
         action which would tend to disparage or diminish the reputation of any
         Affiliated Company.

         For purposes of this agreement:

                  (i) "Affiliated Companies" shall include the Company and all
         subsidiaries or affiliates of the Company from time to time;

                  (ii) "Confidential Information" shall mean all trade secrets,
         proprietary data, and other confidential information of any Affiliated
         Company, including without limitation financial information,
         information relating to business operations, services, promotional
         practices, and relationships with Restricted Companies, suppliers,
         employees, independent contractors, or other parties, and any
         information which any Affiliated Company is obligated to treat as
         confidential pursuant to any course of dealing or any agreement to
         which it is a party or otherwise bound;

                  (iii) "Restricted Period" shall mean the period beginning on
         the Commencement Date and ending on the later of (A) the first
         anniversary of the Commencement Date or (B) the first anniversary of
         the date (the "Termination Date") of termination of Mr. Munro's
         employment with the Company (for any reason, whether pursuant to this
         agreement or otherwise); and

                  (iv) "Restricted Territory" shall mean the United States.

         Mr. Munro acknowledges that (1) the provisions of this section are
fundamental and essential for the protection of the Company's legitimate
business and proprietary interests, (2) such provisions are reasonable and
appropriate in all respects, and (3) in the event of any violation by Mr. Munro
of any of such provisions, the Company would suffer irreparable harm and its
remedies at law would be inadequate. In the event of any violation or attempted
violation of such provisions by Mr. Munro, the Company shall be entitled to a
temporary restraining order, temporary and permanent injunctions, specific
performance, and other equitable relief, without any showing of irreparable harm
or damage or the posting of any bond, in addition to any other rights or
remedies which may then be available to the Company.

         SECTION 11. TERMINATION. Mr. Munro acknowledges that his employment
with the Company is "at will". Such employment shall terminate automatically
upon the death of Mr. Munro and may be

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terminated: (a) by Mr. Munro, at any time, by giving the Company notice not less
than 60 days prior to the proposed termination date; or (b) by the Company, at
any time, immediately upon notice to Mr. Munro under any of the following
circumstances:

         (i) At any time for Cause (defined below);

         (ii) At any time when Mr. Munro is under a Long-Term Disability
(defined below); or

         (iii) At any time without Cause; provided that if the Company
terminates Mr. Munro's employment pursuant to this clause (iii) prior to January
2, 2004, and no other basis for termination exists under this agreement, then
Mr. Munro shall be entitled to severance payments in an aggregate amount equal
to the then current annual Base Salary, payable in bi-weekly installments, in
arrears, for one year following such termination, in accordance with the
Company's general policies and procedures for payment of salaries to its
executive personnel as well as health benefits in accordance with the Company's
general policies and procedures during that same period. Notwithstanding any
other provisions of this agreement to the contrary, such severance and health
benefits shall be payable only if Mr. Munro is in full compliance with the
provisions of Section 10 of this agreement.

         For purposes of this agreement:

         (A) "Cause" shall mean:

                  (1) Any act constituting (a) a felony under the federal laws
of the United States, the laws of any state, or any other applicable law, (b)
fraud, embezzlement, misappropriation of assets, willful misfeasance, or
dishonesty, or (c) any other conduct which in any way materially and adversely
affects the reputation, goodwill, or business position of the Company;

                  (2) Mr. Munro achieving any test result other than a negative
result under the Company's drug testing program, or Mr. Munro's refusal to take
any test contemplated by such program;

                  (3) The failure of Mr. Munro to perform and observe all
obligations and conditions to be performed and observed by Mr. Munro under this
agreement, or under any other agreement between the Company and Mr. Munro, or to
perform his duties in accordance with the policies, programs, budgets,
procedures, and directions established from time to time by the CEO or the Board
(any such failure, a "Performance Failure"), and to correct such Performance
Failure promptly following written notice from the Company to do so; or

                  (4) Mr. Munro having  corrected (or the Company  having
waived the correction of) a Performance Failure, the occurrence of any
subsequent Performance Failure; and

         (B) "Long-Term Disability" shall mean that, because of physical or
mental incapacity, it is more likely than not that Mr. Munro will be unable,
within 180 days after such incapacity commenced, to perform the essential
functions of his position with the Company, with or without reasonable
accommodation. In the event of any disagreement about whether or when Mr. Munro
is

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under a Long-Term Disability, the question shall be determined: (1) by a
physician selected by agreement between Mr. Munro and the Company if such a
physician is selected within 10 days after either of them requests the other so
to agree; or, if not, (2) by two physicians, the first of whom shall be selected
by Mr. Munro and the second of whom shall be selected by the Company or, if Mr.
Munro fails to make a selection within 10 days after being requested to do so by
the Company, the second physician shall be selected by the first physician; or,
if the two physicians fail to agree, (3) by a third physician selected by the
first two physicians. Mr. Munro shall submit to all reasonable examinations
requested by any such physicians.

         SECTION 12. CAPACITY. Mr. Munro represents and warrants to the Company
that he has the capacity and right to enter into this agreement and perform all
of his obligations under this agreement without any restriction.

         SECTION 13. REMEDIES. All rights and remedies of each Party (defined in
Section 16, below) under this agreement are cumulative and in addition to all
other rights and remedies which may be available to that Party from time to
time, whether under any other agreement, at law, or in equity.

         SECTION 14. SURVIVAL. Except for any post-termination payments
expressly provided for in Section 11, above, the termination of Mr. Munro's
employment with the Company for any reason shall terminate all obligations of
the Company to Mr. Munro after the termination date; provided that the
termination of Mr. Munro's employment with the Company shall not relieve either
Party of any of that Party's obligations under this agreement existing at,
arising as a result of, or relating to acts or omissions occurring prior to,
such termination. Without limiting the generality of the proviso in the
preceding sentence, in no event shall the termination of such employment modify
or affect any obligations of Mr. Munro or rights of the Company under Section 10
of this agreement, all of which shall survive the termination of such
employment.

         SECTION 15. NOTICES. All notices and other communications under this
agreement to either Party shall be in writing and shall be deemed given when
delivered personally, telecopied (which is confirmed) to that Party at the
telecopy number for that Party set forth below, mailed by certified mail (return
receipt requested) to that Party at the address for that Party (or at such other
address for such Party as such Party shall have specified in notice to the other
Party) or delivered to Federal Express, UPS, or any similar express delivery
service for delivery to that Party at that address:

                  (a)   If to the Company:

                        Metatec International, Inc.
                        2001 Metatec Boulevard
                        Dublin, Ohio 43017
                        Attention: Jeffrey M. Wilkins, Chief Executive Officer
                        Telecopy No.: (614) 791-3771

                        with a copy to

                        Baker & Hostetler
                        65 East State Street

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                        Columbus, Ohio  43215
                        Attention: Gary A. Wadman, Esq.
                        Telecopy No.: (614) 462-2616

                  (b)   If to Mr. Munro:

                        Mr. Christopher A. Munro
                        5931 Medallion Drive East
                        Westerville, Ohio 43082
                        Email:    Chris_Munro_us@yahoo.com

         SECTION 16. SEVERABILITY. The intention of the Parties to this
agreement (the "Parties") is to comply with all rules, laws, and public policies
to the fullest extent possible. If and to the extent that any court of competent
jurisdiction is unable so to construe any provision of this agreement and holds
that provision to be invalid, such invalidity shall not affect the remaining
provisions of this agreement, which shall remain in full force and effect. With
respect to any provision in this agreement finally determined by such a court to
be invalid or unenforceable, such court shall have jurisdiction to reform this
agreement to the extent necessary to make such provision valid and enforceable,
and, as reformed, such provision shall be binding on the Parties.

         SECTION 17. NON-WAIVER. No failure by either Party to insist upon
strict compliance with any term of this agreement, to exercise any option, to
enforce any right, or to seek any remedy upon any default of the other Party
shall affect, or constitute a waiver of, the other Party's right to insist upon
such strict compliance, exercise that option, enforce that right, or seek that
remedy with respect to that default or any prior, contemporaneous, or subsequent
default. No custom or practice of the Parties at variance with any provision of
this agreement shall affect, or constitute a waiver of, either Party's right to
demand strict compliance with all provisions of this agreement.

         SECTION 18. COMPLETE AGREEMENT. This agreement and all documents
referred to in this agreement, all of which are hereby incorporated herein by
reference, contain the entire agreement between the Parties, and supersede all
other agreements and understandings between the Parties, with respect to the
subject matter of this agreement. No alterations, additions, or other changes to
this agreement shall be made or be binding unless made in writing and signed by
both Parties.

         SECTION 19. GOVERNING LAW. This agreement shall be governed by and
construed in accordance with the laws of the State of Ohio without regard to
principles of conflicts of law.

         SECTION 20. CAPTIONS. The captions of the various sections of this
agreement are not part of the context of this agreement, are only guides to
assist in locating those sections, and shall be ignored in construing this
agreement.

         SECTION 21. GENDERS AND NUMBERS. Where permitted by the context, each
pronoun used in this agreement includes the same pronoun in other genders and
numbers, and each noun used in this agreement includes the same noun in other
numbers.

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         SECTION 22. SUCCESSORS. This agreement shall be personal to Mr. Munro,
and neither this agreement nor any rights or obligations of Mr. Munro under this
agreement may be assigned or delegated by Mr. Munro to any third party. Any
assignment or attempted assignment by Mr. Munro in violation of the preceding
sentence shall be null and void. Subject to the foregoing, this agreement shall
be binding upon, inure to the benefit of, and be enforceable by and against the
heirs, personal representatives, successors, and assigns of each Party.

METATEC INTERNATIONAL, INC.


By  /s/ Jeffrey M. Wilkins                           /s/ Christopher A. Munro
  ------------------------------------------         ------------------------
        Jeffrey M. Wilkins,                              Christopher A. Munro
        Chief Executive Officer


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