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Exhibit 10.102

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Dear Sirs,

With reference to the earlier discussions we hereby confirm you that we are prepared to re-arrange the Liable Capital Base, as agreed in the operating lease agreement dated February 4, 2000 (addendum dated October 18, 2001), as well as the existing expiry date.

Liable Capital

The actual Liable Capital is established on 25% of the balance sheet total (as adjusted) of Modus Media International B.V. (hereinafter also called Lessee).

On the information we received from Lessee and Modus Media International Inc. we are prepared to decrease the minimum Liable Capital Ratio to 17% until July 2, 2006, on the following conditions:

Bouwfonds: een onderneming

Bouwfonds Property Finance BV   Lease
DUPLICATE
Date October 31, 2003		Reference OGIS 12948		Page 2 of 3

For the regulations regarding the Liable Capital and the definition of the Liable Capital we refer to the Operating Lease Agreement dtd February 4, 2000, page 20 resp. 22 (Dutch version resp. English version).

Extension of the lease/postponement of expiry date

As and from October 1, 2003 the lease rentals will be due and payable in arrears on the first day following the last day of each calendar quarter to which it relates.

Because of this postponement the totale lease period will be 10 years and 1 day, expiring per January 1, 2011. In this matter Lessee’s right to purchase the registered property expires at January 1, 2011.

From October 1, 2003 till October 2, 2003 lessee will be due to lessor the amount of EUR 3,130, excluding any VAT due thereon.

Rearrangement fee

The upfront fee for this rearrangement amounts to EUR 15,000., excluding any VAT due thereon.

In this matter lessee will be charged for the total amount of EUR 18,130., in respect of the extension and rearrangement, excluding any VAT due thereon after acceptance of this amendment.

This amendment forms an integral part of the existing operating lease agreement dated February 4, 2000, the addendum dtd. October 18, 2001 and the included corporate guarantee of Modus Media International Inc. All other agreements and conditions, as far as not modified with this amendment, remain valid and operative.

Bouwfonds Property Finance BV
Lease
DUPLICATE
Date		Reference		Page
October 31, 2003		OGIS 12948		3 of 3

The operating lease agreement is governed by the law of Netherlands. This is also applicable to this amendment.

We trust that this amendment is to your satisfactory and kindly ask you to duly sign the copy of this letter on the final page, initial the first page, and return the document to us before November 10, 2003.

Encl.

cc:                  Dos

appendix 1 as part of the letter dated October 31, 2003

Modus Media International B.V.

Re-scheduled Operating Lease Rental

The Lease rentals are due and payable per the first day of every calender quarter.

The 10 years lease term expires per January 1, 2011.

The actual date of purchase (option) changes from December 31, 2010 to January 1, 2011.