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                                                                   EXHIBIT 10.15

[GRAPHIC OMITTED]      SILICON VALLEY BANK

                           AMENDMENT TO LOAN AGREEMENT

BORROWER:         METACREATIONS CORPORATION (FORMERLY, METATOOLS, INC.)
ADDRESS:          6303 CARPINTERIA AVENUE
                  CARPINTERIA, CALIFORNIA  93013

DATED AS OF:      MARCH 12, 1998


      THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the above name Borrower (the "Borrower") with reference to
the following facts:

      The parties desire to amend the Loan and Security Agreement dated
September 28, 1994, as amended by that certain Amendment to Loan and Security
Agreement dated December 15, 1995, as amended by that certain Amendment to Loan
and Security Agreement dated December 6, 1996, as amended by that certain
Amendment to Loan and Security Agreement dated April 4, 1997, and as amended by
that certain Amendment to Loan and Security Agreement dated August 15, 1997 (as
so amended and as otherwise amended from time to time, the "Loan Agreement") as
herein set forth, effective as of date hereof. (Capitalized terms used but not
defined in this Amendment, shall have the meanings set forth in the Loan
Agreement.)

      NOW, THEREFORE, the parties hereto agree as follows:

      1. MODIFICATION TO CREDIT LIMIT. The section of the Schedule to the Loan
and Security Agreement entitled "Credit Limit" (Section 1.1) is hereby amended
to read as follows:

"CREDIT LIMIT
(Section 1.1):             An amount not to exceed $3,000,000 at any one
                           time outstanding.

LETTER OF CREDIT SUBLIMIT  Silicon in its reasonable discretion, will from time
                           to time during the term of this Agreement issue
                           letters of credit for the account of the Borrower
                           ("Letters of Credit"), in an aggregate amount at any
                           one time outstanding not to exceed $3,000,000, upon
                           the request of the Borrower, provided that, on the
                           date the Letters of Credit are to be issued, Borrower
                           has available to it Loans in an amount equal to or
                           greater than the face amount of the Letters of Credit
                           to be

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                           issued. Prior to the issuance of the Letters of
                           Credit, Borrower shall execute and deliver to Silicon
                           Applications for Letters of Credit and such other
                           documentation as Silicon shall specify (the "Letter
                           of Credit Documentation"). Fees for the Letters of
                           Credit shall be as provided in the Letter of Credit
                           Documentation. Letters of Credit may have a maturity
                           date up to twelve months beyond the Maturity Date for
                           the Loans in effect from time to time, provided that
                           if on the Maturity Date, or on any earlier effective
                           date of termination, there are any outstanding
                           letters of credit issued by Silicon or issued by
                           another institution based upon an application,
                           guarantee, indemnity or similar agreement on the part
                           of Silicon, then on such date, Borrower shall provide
                           to Silicon cash collateral in an amount equal to the
                           face amount of all such letters of credit plus all
                           interest, fees and costs due or to become due in
                           connection therewith, to secure all of the
                           Obligations relating to said letters of credit,
                           pursuant to Silicon's then standard form cash pledge
                           agreement.

                           The Loans available under this Agreement at any time
                           shall be reduced by the face amount of Letters of
                           Credit from time to time outstanding.

FOREIGN EXCHANGE
CONTRACT SUBLIMIT          Up to $3,000,000 of the Credit Limit may be
                           utilized for spot and future foreign exchange
                           contracts (the "Exchange Contracts"). The Credit
                           Limit available at any time shall be reduced by the
                           following amounts (the "Foreign Exchange Reserve") on
                           each day (the "Determination Date"): (i) on all
                           outstanding Exchange Contracts on which delivery is
                           to be effected or settlement allowed more than two
                           business days from the Determination Date, 20% of the
                           gross amount of the Exchange Contracts; plus (ii) on
                           all outstanding Exchange Contracts on which delivery
                           is to be effected or settlement allowed within two
                           business days after the Determination Date, 100% of
                           the gross amount of the Exchange Contracts. In lieu
                           of the Foreign Exchange Reserve for 100% of the gross
                           amount of any Exchange Contract, the Borrower may
                           request that Silicon debit the Borrower's bank
                           account with Silicon for such amount, provided
                           Borrower has immediately available funds in such
                           amount in its bank account.

                           Borrower may provide, by written notification to
                           Silicon, instructions to terminate any of the
                           Exchange Contracts, except that Borrower may not
                           terminate an Exchange Contract within two business
                           days of the date delivery is to


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                           be effected or settlement allowed. Further, Silicon
                           may, in its discretion, terminate the Exchange
                           Contracts at any time (a) that an Event of Default
                           occurs or (b) that there is not sufficient
                           availability under the Credit Limit and Borrower does
                           not have available funds in its bank account to
                           satisfy the Foreign Exchange Reserve. If either
                           Silicon or Borrower terminates the Exchange
                           Contracts, and without limitation of the FX Indemnity
                           Provisions (as referred to below), Borrower agrees to
                           reimburse Silicon for any and all fees, costs and
                           expenses relating thereto or arising in connection
                           therewith.

                           Borrower shall not permit the total gross amount of
                           all Exchange Contracts on which delivery is to be
                           effected and settlement allowed in any two business
                           day period to be more than $1,000,000, nor shall
                           Borrower permit the total gross amount of all
                           Exchange Contracts to which Borrower is a party,
                           outstanding at any one time, to exceed $3,000,000.

                           The Borrower shall execute all standard form
                           applications and agreements of Silicon in connection
                           with the Exchange Contracts, and without limiting any
                           of the terms of such applications and agreements, the
                           Borrower will pay all standard fees and charges of
                           Silicon in connection with the Exchange Contracts.

                           Without limiting any of the other terms of this Loan
                           Agreement or any such standard form applications and
                           agreements of Silicon, Borrower agrees to indemnify
                           Silicon and hold it harmless, from and against any
                           and all claims, debts, liabilities, demands,
                           obligations, actions, costs and expenses (including,
                           without limitation, attorneys' fees of counsel of
                           Silicon's choice), of every nature and description,
                           which it may sustain or incur, based upon, arising
                           out of, or in any way relating to any of the Exchange
                           Contracts or any transactions relating thereto or
                           contemplated thereby (collectively referred to as the
                           "FX Indemnity Provisions").

                           The Exchange Contracts shall have maturity dates no
                           later than the Maturity Date."

         2. MODIFICATIONS OF FINANCIAL COVENANTS. The section of the Schedule to
the Loan and Security Agreement entitled "Financial Covenants" (Section 4.1) is
amended to read as follows

"FINANCIAL COVENANTS
 (SECTION 4.1):            Borrower shall comply with all of the following
                           covenants.  Compliance shall be determined as of the
                           end of each quarter:


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   QUICK ASSET RATIO:      Borrower shall maintain a ratio of "Quick Assets" to
                           current liabilities of not less than 2.0 to 1.

   TANGIBLE NET WORTH:     Borrower shall maintain a tangible net worth of not
                           less than $70,000,000.


   PROFITABILITY           Borrower shall not incur a loss (after taxes) in
                           excess of $1,000,000 for any fiscal quarter; except
                           that Borrower may incur aggregate year to date losses
                           (after taxes) associated with merger and acquisition
                           transactions not to exceed $10,000,000 in any fiscal
                           year.

   DEFINITIONS:            'Current assets,' and 'current liabilities' shall
                           have the meanings ascribed to them in accordance with
                           generally accepted accounting principles.

                           'Tangible net worth' means the excess of total assets
                           over total liabilities, determined in accordance with
                           generally accepted accounting principles, excluding
                           however all assets which would be classified as
                           intangible assets under generally accepted accounting
                           principles, including without limitation goodwill,
                           licenses, patents, trademarks, trade names,
                           copyrights, capitalized software and organizational
                           costs, licences and franchises.

                           'Quick Assets' means cash on hand or on deposit in
                           banks, readily marketable securities issued by the
                           United States, readily marketable commercial paper
                           rated "A-1" by Standard & Poor's Corporation (or a
                           similar rating by a similar rating organization),
                           certificates of deposit and banker's acceptances, and
                           accounts receivable (net of allowance for doubtful
                           accounts).

                           Subordinated Debt: 'Liabilities' for purposes of the
                           foregoing covenants do not include indebtedness which
                           is subordinated to the indebtedness to Silicon under
                           a subordination agreement in form specified by
                           Silicon or by language in the instrument evidencing
                           the indebtedness which is acceptable to Silicon."


      3.    MATURITY DATE.  The Maturity Date set forth in section 5.1 of the
Schedule to the Loan Agreement is hereby amended to be "March 5, 1999."

      4.    ASSUMPTION.  MetaCreations Corporation, a Delaware corporation, as
successor by merger to MetaTools, Inc., a California corporation, hereby assumes
and agrees to pay and perform when due all present and future indebtedness,
liabilities and obligations arising out of the Loan Agreement and any and all
documents, instruments and agreements relating thereto.


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      5.    MODIFICATION TO PERMITTED REPURCHASE OF SHARES.  Clause (i) of
Section 4.6 of the Schedule to the Loan Agreement, Negative Covenants -
Exceptions, is hereby amended to read as follows:

         "(i) purchase, redeem or retire shares of Borrower's stock pursuant to
         the Borrower's employee stock option plan, provided that the total
         amount paid by Borrower for such stock does not exceed $1,000,000 in
         any fiscal year"


      6.    MODIFICATION TO PERMITTED EQUIPMENT DEBT.  Paragraph 4 of Section
4.1 of the Schedule to the Loan Agreement, Other Covenants, is hereby amended
to read as follows:

         "4. INDEBTEDNESS. Without limiting any of the foregoing terms or
         provisions of this Agreement, Borrower shall not in the future incur
         indebtedness for borrowed money, except for (i) indebtedness to
         Silicon, and (ii) indebtedness incurred in the future for the purchase
         price of or lease of equipment in an aggregate amount not exceeding
         $1,000,000 at any time outstanding."


      7.    MODIFICATION TO SECTION 3.10.  Section 3.10 of the Loan Agreement is
hereby amended to read as follows:

         "3.10 LITIGATION. Except as disclosed in the Schedule, there is no
         claim, suit, litigation, proceeding or investigation pending or (to
         best of the Borrower's knowledge) threatened by or against or affecting
         the Borrower in any court or before any governmental agency (or any
         basis therefor known to the Borrower) which may result, either
         separately or in the aggregate, in any material adverse change in the
         financial condition or business of the Borrower, or in any material
         impairment in the ability of the Borrower to carry on its business in
         substantially the same manner as it is now being conducted. The
         Borrower will promptly inform Silicon in writing of any claim,
         proceeding, litigation or investigation in the future threatened or
         instituted by or against the Borrower involving amounts in excess of
         $1,000,000."


      8.    FEE.  Borrower shall pay to Silicon a fee of $3,000 in connection
with this Amendment, which shall be in addition to interest and to all other
amounts payable under the Loan Agreement, and which is not refundable.  Out of
pocket expenses attributable to this Amendment payable by the Borrower shall not
exceed $3,000.


      9.    REPRESENTATIONS TRUE.  Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.


      10.   GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower, and
the other written documents and agreements between Silicon and the Borrower set
forth in full all of the representations and agreements of the parties with
respect to the subject matter hereof and supersede all prior discussions,
representations, agreements and understandings between the parties with respect
to the subject hereof. Except as herein expressly amended, all of the terms


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and provisions of the Loan Agreement, and all other documents and agreements
between Silicon and the Borrower shall continue in full force and effect and the
same are hereby ratified and confirmed.

  BORROWER:                                SILICON:

  METACREATIONS CORPORATION                SILICON VALLEY BANK



  By /s/ Terance A. Kinninger               By /s/ Karl R. Brier
    -----------------------------            -----------------------------
      President or Vice President          Title  Vice President


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