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                                                                    EXHIBIT 10.3

                              SEPARATION AGREEMENT

This Agreement is entered into by and between Sally von Bargen ("Bargen"), and
Getty Images, Inc. ("Getty Images") on November 9, 2001, subject to approval by
Getty Image's Board of Directors.

Both parties to this Agreement wish to clearly set forth the terms and
conditions of von Bargen's changing relationship with Getty Images. In exchange
for the consideration outlined herein, Getty Images and von Bargen agree as
follows:

1.  EMPLOYMENT. von Bargen is retiring from her position as Senior Vice
    President of Marketing at Getty Images, and all other officer positions she
    holds with Getty Images or its subsidiaries and affiliates, effective upon
    the close of business December 31, 2001 ("retirement date"). Getty Images
    agrees to pay von Bargen her normal salary through regularly scheduled pay
    periods, through her retirement date, less all required or agreed upon
    withholding. Notwithstanding her retirement, von Bargen will be subject to
    Sec. 16 of the Securities and Exchange Act of 1934, governing trading
    activities and reporting obligations of corporate insiders, for up to six
    (6) months beyond her retirement date or resignation or termination from the
    Board of Directors, whichever date is later.

2.  VACATION/PAID TIME OFF. Getty Images will pay to von Bargen all of her
    accrued but un-used vacation on her retirement date. All normal and agreed
    upon withholding will be deducted from this paycheck.

3.  RETIREMENT COMPENSATION. As consideration and in exchange for signing this
    Agreement Getty Images will provide von Bargen with the following benefits:

    3.1 Benefits. GettyImages will pay von Bargen's COBRA premium throughout the
        eighteen month eligibility period (1/1/02 -- 6/30/03) or until von
        Bargen is eligible for coverage under a new employer plan, or covered
        under a personal plan, whichever occurs first.

    3.2 In the event that the discretionary bonus plan is reinstated for year
        ending 12/31/01, Getty Images will pay von Bargen any bonus under the
        incentive bonus plan to which she is entitled to for services performed
        through the "retirement date".

    von Bargen agrees that she is not entitled to any compensation or monies not
    described in this Agreement, provided that she may be eligible for
    compensation for her service as a Director if Getty Images adopts a Director
    Compensation Plan and she is eligible for compensation pursuant to the terms
    of that Plan.


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4.  RETIREMENT PLAN. von Bargen may receive whatever accrued and vested benefits
    she is entitled to receive under the terms of Employer's Retirement Plan,
    according to the terms of that Plan.

5.  BOARD NOMINATION. No later than her retirement date, von Bargen will join
    Getty Images, Inc.'s Board of Directors, subject to a vote of the current
    Board of Directors.

6.  ANNOUNCEMENT. von Bargen and Getty Images will agree upon a time to issue an
    announcement both internally and to the public regarding her retirement and
    Board position.

7.  MEDICAL/DENTAL/VISION INSURANCE/COBRA. von Bargen shall have the right to
    purchase group medical/dental/vision continuation coverage through Getty
    Images pursuant to her rights under COBRA statute and regulations. Payment
    for insurance upon election is described in Paragraph 3 of this Agreement.

8.  OTHER GROUP INSURANCE. von Bargen has the right to convert her other group
    insurance coverage to an individual policy and self-pay for such coverage
    under the terms and conditions of the Getty Images' plans.

9.  CONFIDENTIALITY. von Bargen acknowledges and reaffirms her obligation of
    confidentiality in the Confidentiality and Non-Disclosure Agreement between
    von Bargen and Getty Images.

10. AVAILABILITY. Although no longer employed by Getty Images, von Bargen will
    make herself reasonably available, upon request, to provide information or
    answer questions regarding matters she handled or was familiar with during
    her employment.

11. COMPANY PROPERTY. Upon her retirement date, von Bargen shall immediately
    return to Getty Images all of its property in her possession, specifically
    including all keys, security cards to Getty Images' buildings or property,
    all Company owned equipment, all Company documents and papers, including but
    not limited to any trade secrets or other confidential Company information.

12. GENERAL RELEASE. In exchange for the benefits contained in this Agreement,
    von Bargen and her successors and assigns forever release and discharge
    Getty Images, and Getty Images' parent, subsidiary, affiliated and related
    entities, and Company-sponsored employee benefit plans in which von Bargen
    participates, and all of their respective officers, directors, shareholders,
    trustees, agents, elected officials, employees, employees' spouses and all
    of their successors and assigns (collectively, "Releasees") from any and all
    claims, actions, causes of action, rights or damages, including costs and
    attorneys fees (collectively "Claims") which von


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    Bargen may have on behalf of herself, known, unknown, or later discovered
    which arose prior to the date von Bargen signs this Agreement.

    12.1. This General Release includes, but is not limited to, any Claims under
          any local, state, or federal laws prohibiting discrimination in
          employment, including without limitation, the Civil Rights Acts, the
          Americans with Disabilities Act, the Age Discrimination in Employment
          Act, the Washington State Law Against Discrimination, the California
          Fair Employment and Housing Act, the California Labor Code, or the New
          York State Executive Law Section 290 et seq., the Human Rights Law of
          the City of New York, Claims under the Employee Retirement Income
          Security Act; any other Texas, Illinois, Washington, California, or
          New York state tort, contract, wage & hour, discrimination, workers
          compensation, compensation, or other claims related to employment or
          presence at Company in any manner, or Claims alleging and legal
          restriction on the Getty Images' right to terminate its employees, any
          personal injury Claims, including without limitation, wrongful
          discharge, defamation, tortious interference with business expectancy
          or emotional distress, or any claims alleging breach of express or
          implied employment contract.

    12.2. von Bargen represents that she has not filed any Claim against Getty
          Images or its Releasees, and that she will not do so at any time in
          the future concerning Claims released in this Agreement; provided,
          however, that this will not limit von Bargen from filing a Claim to
          enforce the terms of this Agreement.

13. VOLUNTARY AGREEMENT. von Bargen understands and acknowledges the
    significance and consequences of this Agreement. von Bargen acknowledges
    that it is voluntary and that Von Bargen has not signed it as a result of
    any coercion.

14. REVIEW BY ATTORNEY. von Bargen was advised that she has the right to review
    this Agreement with her attorney before signing it. von Bargen was also
    advised of her right to take up to 45 days to consider this Agreement,
    although she may sign this Agreement in less than 45 days at her option. von
    Bargen was also advised of her right to revoke this Agreement during the
    seven days following her signing of this Agreement by sending a written
    notice of revocation to Lisa Calvert, VP of Human Resources, at Getty
    Images, Inc. 601 N. 34th St. Seattle, WA 98103. This Agreement shall not be
    effective or enforceable until the 7-day revocation period has expired. This
    Agreement shall not be considered as evidence of any violation of any
    statute or law, or any wrongdoing or liability on the part of Getty Images,
    or its agents or employees.

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15. ENTIRE AGREEMENT. This Agreement contains the entire understanding between
    Getty Images and von Bargen regarding her retirement and change in
    employment status. This Agreement may not be modified except through another
    written agreement signed by von Bargen and by the Sr. Vice President of
    Human Resources of Getty Images.

16. SEPARATE CLAUSES. If any of the provisions of this Agreement are held to be
    invalid or unenforceable, the remaining provisions will nevertheless
    continue to be valid and enforceable.

17. PREVAILING LAW AND DISPUTE RESOLUTION. This Agreement is made and shall be
    construed and performed under the laws of the State of Washington. Any
    disputes arising out of the performance or interpretation of this Agreement
    shall be submitted to binding arbitration.




Getty Images, Inc.                             Sally von Bargen

By
  -------------------------------

Its
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Date                                           Date
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