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                                                                   EXHIBIT 10.21

                            METACREATIONS CORPORATION
                  INTERNATIONAL SOFTWARE DISTRIBUTION AGREEMENT


   This INTERNATIONAL SOFTWARE DISTRIBUTION AGREEMENT ("Agreement") is entered
   into as of the 1st day of August , 1997 ("Effective Date") by and between
   METACREATIONS INTERNATIONAL, Ltd., a Dublin corporation ("MetaCreations"),
   and Marubeni Corporation, a Japanese corporation ("Distributor") with
   reference to the following:

               MetaCreations is engaged in the business of developing, producing
   and marketing software programs. Distributor has represented to MetaCreations
   that it has the facilities, personnel and technical expertise to market and
   license the MetaCreations products in the Territory defined herein.
   Distributor wishes to obtain, and MetaCreations is willing to grant
   Distributor, a license to market the MetaCreations products in the Territory.

   The parties agree as follows:

   1. DEFINITIONS

        For purposes of this Agreement, the following terms shall have the
   respective meanings indicated below:

        1.1 The term "Software" shall mean, individually and/or collectively,
   the computer programs encoded on software diskettes in the form generally
   released by MetaCreations listed in and more fully described in Exhibit A
   attached hereto.

        1.2 The term "Documentation" shall mean the user guides, reference
   manuals, and other materials developed by MetaCreations for use in connection
   with the Software.

        1.3 The term "Products" shall mean, individually and/or collectively,
   the software packages comprised of the Software and Documentation listed on
   Exhibit A.

        1.4 The term "Territory" shall mean Japan.

        1.5 The term "Person" shall mean and include any individual,
   corporation, trust, estate, partnership, joint venture, company, association,
   league, governmental bureau or agency, or any other entity regardless of the
   type or nature thereof.

        1.6 The term "Sub-Distributor" shall mean the subdistributors listed on
   Exhibit A.

        1.7 The term "End User" shall mean any Person who obtains copies of the
   Products solely for its own internal use from a Subdistributor or dealer
   network established in the territory.

        1.8 The term "MetaCreations Standard End-User License Agreement" shall
   mean the written license between MetaCreations and an End User pursuant to
   which the End User obtains the limited right to use the Products attached
   hereto as Exhibit C.

        1.9 The term "Confidential Information" shall mean all data and
   information of a confidential nature, including know-how and trade secrets,
   relating to the business, the affairs, the Products, the development projects
   or other products or services of MetaCreations. Confidential Information may
   be


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   communicated in writing or in any other recorded or tangible form. Data and
   information shall be considered to be Confidential Information (1) if
   MetaCreations has marked them as such, (2) if MetaCreations has advised
   Distributor of their confidential nature in writing, or (3) if, due to their
   character or nature, a reasonable person in a like position and under like
   circumstances as Distributor would treat them as secret and confidential.
   "Confidential Information" shall also mean all data and information of a
   confidential nature and expressly marked "Confidential" provided by
   Distributor to MetaCreations.

        1.10 The term "Intellectual Property Rights" shall mean and include all
   patents, copyrights, trademarks, trade secrets, trade names and other
   proprietary rights or applications therefor which MetaCreations may at any
   time own, adopt, use, or register with respect to the Products or its
   business.

        1.11 The term "Technical Assistance" shall mean and include advice,
   training, information and other support regarding the selection,
   installation, maintenance, and application of the Products.

        1.12 The term "Distributor Discount" shall mean the percentage
   discounted from the Suggested Japanese List Price for the Products set forth
   in Exhibit A1 attached hereto.

        1.13 The term "Purchase Price" shall mean the price in US dollars at
   which Distributor will buy products from MetaCreations calculated by
   subtracting the Distributor Discount from the Suggested Japanese List Price.
   The Purchase Prices are listed on Exhbiti A1.

   2. GRANT OF LIMITED DISTRIBUTION RIGHTS

        2.1 Grant. Subject to the terms and conditions set forth in this
   Agreement, MetaCreations hereby grants to Distributor and Distributor hereby
   accepts from MetaCreations, a non-transferable right to distribute the
   Products solely to Sub Distributors. This right shall be exclusive in the
   Territory for Japanese and English language Products and non-exclusive
   outside of the Territory for Japanese language Products. The Distributor
   agrees that it will not distribute English language Products outside the
   Territory. Furthermore, Distributor will not distribute directly to dealers
   or End Users but will distribute solely to Sub Distributors which will
   further distribute to dealers and End Users located in the Territory.
   Distributor will distribute Products to Sub Distributors on a product
   specific basis as defined in Exhibit A. MetaCreations hereby further grants
   Distributor the right to use the Products, the Confidential Information and
   MetaCreations' trademarks and tradenames, solely in connection with andsolely
   to the extent reasonably necessary for, the marketing, distribution, and
   support of the Products within the Territory.

        2.2 Exclusivity. The exclusive rights granted herein are subject to
   Distributor meeting the exclusivity targets defined in Exhibit B.
   MetaCreations retains the right to market the Products, through OEM or bundle
   arrangements, in the Territory to or through any third party or entity
   conjunction with the Software Publishing OEM Agreement signed between the
   parties on August 1st, 1997. In such instances the parties recognize the need
   for distribution to supply marketing and/or support to third party companies
   and/or end users of these OEM or bundled products. Distributor agrees to
   provide such services in good faith and in exchange for these marketing
   and/or support activities MetaCreations agrees to pay to Distributor an
   amount equal to [**]% of MetaCreations net revenues derived from the
   distribution of the Products in any OEM or bundle arrangements in Japan. In
   addition, MetaCreations shall be responsible for all marketing and
   development related expenses incurred by Distributor in the direct
   fulfillment of such OEM contracts. The payment terms of such fees shall be
   determined on a case by case basis reflecting the terms in which
   MetaCreations receives such funds from the respective OEM or bundle partner.

   [*] Confidential treatment requested


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        2.3 Relationship. The relationship of MetaCreations and Distributor
   established by this Agreement is of independent contractors, and nothing in
   this Agreement shall be construed: (1) to give either party the power to
   direct or control the daily activities of the other party, or (2) to
   constitute the parties as principal and agent, employer and employee,
   partners, joint ventures, co-owners or otherwise as participants in a joint
   undertaking. MetaCreations and Distributor understand and agree that, except
   as specifically provided for in this Agreement, MetaCreations does not grant
   Distributor the power or authority to make or give any agreement, statement,
   representation, warranty or other commitment on behalf of MetaCreations, or
   to enter into any contract or otherwise incur any liability or obligation,
   express or implied, on behalf of MetaCreations, or to transfer, release or
   waive any right, title or interest of MetaCreations.

        2.4 Reserved Rights. All rights not specifically granted to Distributor
   hereunder are reserved by MetaCreations. Distributor shall have no right
   whatsoever to utilize, receive, review, or otherwise have access to the
   source code for Products distributed by MetaCreations in object code form
   only, unless MetaCreations expressly grants such right in writing, if
   MetaCreations, in its sole discretion, deems such access necessary for the
   proper marketing, sale , support or service of the Products.

        2.5 Changes in Products and Support. MetaCreations reserves the right at
   any time with sixty (60) days written notice to (i) determine what
   constitutes each Product, including, but not limited to its features,
   characteristics, documentation, and related materials; (ii) discontinue its
   distribution of any or all Products or discontinue distribution of any
   Product to the retail channel in the event that MetaCreations determines that
   further manufacturing and distribution of the product would be financially
   harmful; (iii) change or terminate any of the features of the English
   language Product, or (iv) change or terminate the level or type or support or
   service which MetaCreations makes available for the English language Product.
   In the event that MetaCreations discontinues the distribution of any of the
   Products in conjunction with this subsection, Distributor shall use
   commercially reasonable efforts to sell out its current inventory of said
   Product; provided, however that any units of the Product remaining unsold may
   be returned or destroyed for full credit of the original purchase price.

   3. OBLIGATIONS OF METACREATIONS

        3.1 Material. MetaCreations shall provide Distributor with the following
   materials:

               3.1.1 Three (3) copies of each Product for internal use, sales
   demonstrations and training purposes; if any new Products are in short
   supply, MetaCreations shall provide such versions as soon as economically
   practicable for MetaCreations. The use of such Products shall be in
   accordance with MetaCreations' Standard End User License Agreement.

               3.1.2 A reasonable number of marked samples and evaluation
   versions, if any, of the Products for distribution to journalists for product
   reviews and to major prospective customers deemed strategic to Distributor's
   success. Distributor shall promptly provide MetaCreations with the names and
   addresses of the recipients of such samples and evaluation versions.

               3.1.3 A reasonable number of copies of all English language
   marketing and promotional materials that MetaCreations, at its sole
   discretion, may prepare and distribute with respect to the Products.

        3.2 Technical Assistance. MetaCreations shall provide to a designated
   technical liaison person of Distributor a reasonable amount of Technical
   Assistance (via telephone, fax or other electronic means), including support
   materials and technical information at those levels reasonably necessary for
   the Distributor to meet the needs of End Users in the Territory. Such support
   shall be free of charge, except Distributor shall be responsible for paying
   all applicable telephone toll charges on calls made to


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   MetaCreations. MetaCreations shall promptly notify Distributor upon detection
   of any defects or programming errors in the Products. MetaCreations will
   consult with the Distributor and then, in its sole discretion, determine if
   it is necessary to revise the Product code to remedy the programming error.

        3.3 New Releases. All new Japanese and English language Products
   released by MetaCreations during the term of this Agreement shall be
   automatically added to the Products covered by this Agreement with the
   exception of new versions of Infini-D, TextureScape, LogoMotion, and Collage
   which are currently covered under a separate distribution agreement. Upon
   release of a new version of an existing Product, for a period of one-hundred
   twenty (120) days from release of the new version, Distributor shall have the
   right to return to MetaCreations the units of the previous version in
   inventory and receive credit for the amount paid for such units. At
   MetaCreations sole discretion, a certificate of disposal may be sent in lieu
   of the actual units of the product.

   4. MARKETING AND SUPPORT OBLIGATIONS OF DISTRIBUTOR

        4.1 Efforts. Distributor agrees that during the term of this Agreement
   it shall use its best efforts to promote vigorously and aggressively the
   marketing and distribution of the Products within the Territory, including
   but not limited to advertising the Products in appropriate media,
   implementing MetaCreations' marketing campaigns, and participating in trade
   shows, conferences, expositions, and promotional seminars, all with due
   consideration for the local marketing environment in the Territory.
   Distributor shall be responsible for all expenses incurred in promoting,
   marketing and distributing the Products within the Territory. However
   MetaCreations agrees to pay to Distributor certain Marketing Development
   Funds ("MDF") as outlined on Exhibit A1. Distributor shall conduct its
   marketing activities in a lawful manner with the highest standards of fair
   trade, fair competition, and business ethics, and shall cause its employees
   to do the same. Distributor shall use its best efforts to utilize all
   promotional materials supplied by MetaCreations. MetaCreations may, but is
   under no obligation to, engage in additional public relations activities
   which will be coordinated with efforts of the Distributor.

        4.2 Policies. Distributor shall use commercially reasonable efforts to
   adhere to the policies set by MetaCreations from time to time for the
   marketing of the Products; provided, however, that Distributor shall be free
   in establishing the resale prices charged for the Products and, subject to
   Section 4.8 of this Agreement, the terms and conditions of distribution.
   Attached to this Agreement as Exhibit A is the list of MetaCreations's
   Suggested Japanese List Prices for the Products within the Territory.

        4.3 Stock. Distributor shall use commercially reasonable efforts to
   cause Sub-Distributors to at all times maintain a stock of Products which is
   reasonably sufficient to meet the anticipated demand therefor throughout the
   Territory. Distributor shall not distribute any component of the Products
   separately from the other Product components, apart from the routine exchange
   or replacement of defective Product components. Distributor may balance its
   stock up to [**] percent ([**]%) of the prior quarters purchases. All
   shipping costs, duties and taxes with regards to such replacement shall be
   paid by Distributor.

        4.4 Offices. Distributor shall use commercially reasonable efforts to
   cause each Sub-Distributor to maintain offices within the Territory adequate
   to market and support the Products in the Territory. Distributor shall
   further use commercially reasonable efforts to cause Sub-Distributors to
   retain and have at its disposal at all times in each country within the
   Territory an adequate staff of trained and qualified personnel (including at
   least one (1) full-time product manager dedicated to the Products, two (2)
   software sales persons, and two (2) technical support persons) to perform its
   obligations under this Agreement.

   [*] Confidential treatment requested


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        4.5 Sub-Distributors. Distributor shall use commercially reasonable
   efforts to establish an efficient network of Sub-Distributors in order to
   optimize the distribution of the Products in the Territory; provided that
   Distributor shall not directly employ or utilize any sub-distributor, or
   should any sub distributor directly employ a dealer without first having
   entered into, with such sub-distributor or dealer, a written agreement which
   is as protective of MetaCreations's Intellectual Property Rights and
   Confidential Information as this Agreement.

        4.6 Marketing Materials. Distributor shall use commercially reasonable
   cause Sub-Distributors to prepare Product descriptions, promotional and
   marketing and such other materials, including translations of the English, or
   other language, promotional materials supplied by MetaCreations in accordance
   with Section 3.1.3 of this Agreement, as are reasonable and appropriate for
   the successful marketing of the Products in the Territory; provided, however,
   that Distributor shall provide MetaCreations with copies of all such
   materials prior to their release and shall not distribute them without
   MetaCreations's prior written approval and provided that the expenses for
   such materials shall be paid for by Distributor or by the MDF funds provided
   for by this Agreement unless otherwise agreed upon by the parties.

        4.7 Marks. Distributor agrees to maintain and respect the trademark and
   trade name of the Products in identifying, advertising and marketing the
   Products. Distributor agrees to use the appropriate notation for registered
   or other trademarks.

        4.8 Packages. Distributor shall distribute the Products only as part of
   a sealed software package including a MetaCreations Standard End-User License
   Agreement.

        4.9 Sales and Support. Distributor agrees to use its best efforts to
   cause Sub-Distributors to set up at its offices at least one telephone
   support line dedicated to the support of the Products, and Distributor will
   publish the phone number of such support line on Product packaging and in
   advertising, as post sales and support services for the Products distributed
   by Distributor. Technical support should be commercially reasonable for the
   market and made available during the standard work week.

        4.10 Guarantees. Distributor agrees to purchase a minimum amount of
   product from MetaCreations during each quarter throughout the term of this
   Agreement. The minimum purchase amount for each quarter shall be [**]% of the
   exclusivity target for that respective quarter as outlined in Exhibit B. In
   the event that Distributor's orders during any calendar quarter do not equal
   the minimum purchase amount for that quarter the difference between the
   minimum purchase amount and the actual purchase amount shall become payable
   within 30 days from the last day of such quarter.

   5. ASSISTANCE TO METACREATIONS

        5.1 Rules and Regulations. Distributor shall use commercially reasonable
   efforts to advise MetaCreations of any legislation, rule, regulation or other
   law (including but not limited to any customs, tax, trade, intellectual
   property, or tariff law) which, to the Distributors best knowledge, is in
   effect or which may come into effect in the Territory or parts thereof after
   the date of this Agreement and which affects the importation of the Products
   into, or the use and the protection of the Products and the Intellectual
   Property Rights therein within, the Territory, or which has a material affect
   on any provision of this Agreement.

   [*] Confidential treatment requested


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        5.2 Errors. Distributor shall promptly prepare and forward to
   MetaCreations a list of all errors in the Products of which it becomes aware
   or of which it receives notification. In the event that Distributor receives
   notification of any major problem with the Products, it shall immediately
   notify MetaCreations by telephone and fax. The list of errors provided to
   MetaCreations shall indicate a priority of the problems to be resolved and,
   as best as possible, the circumstances under which such errors occur. Where
   such errors have been noted to MetaCreations, MetaCreations shall offer such
   assistance as is necessary for the Distributor to provide customer service of
   the Products. MetaCreations's assistance shall include bug fixing,
   modification of the manuals, if required, and personnel training for the
   Distributor. The ultimate determination of a bug and modification of the
   manuals and a resolution shall be determined solely by MetaCreations in
   consultation with the Distributor.

        5.3 Customer Information. Distributor agrees to make commercially
   reasonable efforts to provide MetaCreations with such additional information
   pertaining to potential End Users, products and activities of competitors and
   market reactions as MetaCreations may reasonably request from time to time.

   6. INSPECTION, RECORDS AND REPORTING

        6.1 Reports. Distributor shall provide MetaCreations with monthly
   operations reports of Distributor's activities in marketing the Products in
   the Territory. Each such report shall be due within thirty (30) days after
   the end of the month to which it relates and shall include, among other
   things:

               6.1.1 A summary of all of the Distributor's marketing activities
   with respect to the Products.

               6.1.2 Upon MetaCreations's request, a summary of competitor's
   product introductions and activities in the Territory.

               6.1.3 A sell-through report which details the number of Products
   shipped from Distributor's warehouse to sub-distributors and or resellers, on
   a monthly basis.

               6.1.4 Upon the reasonable request of MetaCreations, any
   additional information concerning the distribution of Products within the
   Territory.

        6.2 Registered Users. MetaCreations agrees to place a user registration
   card for the respective Sub-Distributor into each unit of the Product
   manufactured by MetaCreations. Distributor shall use commercially reasonable
   efforts to cause Sub-Distributors to collect such cards from users and
   register them in a reasonable electronic format. Distributor further agrees
   that these register user databases are the exclusive property of
   MetaCreations and that copies of such data shall be provided to MetaCreations
   upon thrity (30) days of written request.

        6.3 Inventory. By the tenth (10th) day of each month during the term of
   this Agreement, Distributor shall provide MetaCreations with and inventory
   on-hand report for the previous month, broken down by product SKU.

        6.4 Forecast. By the tenth (10th) day of each new month during the term
   of this Agreement, Distributor shall provide MetaCreations with an inventory
   forecast in the format approved by MetaCreations from time to time. This will
   include a 90-day rolling forecast to be updated monthly.

        6.5 Accounting Records. At all times during the term of this Agreement,
   Distributor shall maintain at its principal place of business full, complete
   and accurate books of account and records with


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   regard to its activities under this Agreement. Upon reasonable notice,
   Distributor shall grant MetaCreations access during normal business hours to
   any premises of Distributor in order that MetaCreations, at its expense, may
   inspect Distributor's books and premises and verify compliance by Distributor
   with its obligations under this Agreement; provided, however, that
   Distributor shall reimburse MetaCreations for the full amount of the
   inspection costs if any inspection under this Section 6.3 reveals any
   underpayment of license fees exceeding USD ten thousand ($10,000) due
   hereunder or any material breach by Distributor of this Agreement.


7. SUGGESTED JAPANESE LIST PRICES, PAYMENT, SHIPMENT

        7.1 Suggested Japanese List Price. MetaCreations's current Suggested
   Japanese List Prices for the Products are set forth in Exhibit A to this
   Agreement. Any changes in the Suggested Japanese List Price shall be subject
   to prior consulation with Distributor. The parties agree that a change in the
   Suggested Japanese List Price for any products will cause a change in the
   purchase price of said products. MetaCreations agrees to credit Distributors
   account the difference between the Distributors purchase price and the new
   purchase price for any units held in inventory by Distributor at the time of
   such price reduction. In the event of a price increase, MetaCreations agrees
   that said price increase will be for only those orders which are placed after
   the date of such price increase.

        7.2 Price Lists. Price lists are set forth in Exhibit A. The price list
   shall be updated on the first day of each new calendar month throughout the
   term of this Agreement using the TTS yen/dollar conversion rate in effect as
   of the close of business on the last day of the preceeding month as defined
   by the Wall Street Journal; provided, however, that the price list will also
   be updated in the event of a fluctuation of more than five (5) yen per dollar
   during any given month. All prices are determined using the price in effect
   at the time of placement of the order with MetaCreations.

        7.3 Payment & Currency. Payment for Products hereunder will be
   denominated and made net and in US Dollars, through wire transfers to
   MetaCreations's account, within 30 days from the date of shipment, provided
   credit terms are established with Distributor

        7.4 Interest. Interest shall accrue on any delinquent amounts owed by
   Distributor for the Products at the rate of one and one-half percent (1 1/2%)
   per month, or 2% over the base rate of a significant Japanese national bank ,
   whichever is less.

        7.5 Taxes. Purchase Price to Distributor do not include taxes of any
   nature, including but not limited to any value- added, sales, use, excise,
   property or other tax, tariff, duty or assessment levied or imposed by any
   governmental authority (including without limitation any country, state, city
   or county) arising out of or related to the transactions contemplated under
   this Agreement which MetaCreations is at any time obligated to pay or collect
   (other than any tax based on MetaCreations' net income), provided that the
   Distributor shall be entitled to deduct the amount of withholding tax from
   amounts payable to MetaCreations pursuant to laws and regulations of the
   Territory, as stated in section 7.6 of this Agreement. Distributor will pay
   such taxes when invoiced by MetaCreations or will supply appropriate tax
   exemption certificates in a form satisfactory to MetaCreations.

        7.6 Withholding. If Distributor is required to withhold any taxes on
   amounts payable to MetaCreations in accordance with this Agreement, pursuant
   to the laws and regulations of the Territory, Distributor shall be entitled
   to deduct and withhold such taxes, unless MetaCreations shall furnish to
   Distributor duly executed forms sufficient under the laws of the Territory to
   exempt sums payable to MetaCreations hereunder from such taxes. The amount
   payable to MetaCreations shall not be reduced by any withholding taxes unless
   Distributor furnishes MetaCreations with a certificate of deduction and
   withholding and a true copy of the governmental receipt establishing the
   payment thereof. Distributor


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   shall obtain and furnish to MetaCreations on a timely basis official tax
   receipts or such other evidence of payment as MetaCreations may be required
   to submit in order to establish its right to a foreign tax credit against its
   United States federal income tax liability.

   If the Distributor determines that withholding is required under local tax
   laws then it will provide MetaCreations with advance notice, by facsimile or
   otherwise to apply for exemption from the same. The Distributor also agrees
   to work with MetaCreations to minimize withholding taxes, if applicable.
   MetaCreations agrees to pay for any outside accounting and legal advice
   MetaCreations deems necessary to accomplish such minimization

        7.7 Shipment. MetaCreations agrees to make all shipments of the Products
   hereunder at the earliest available date after each individual purchase
   contract is entered into between MetaCreations and Distributor pursuant to
   Section 8 hereof. Shipments will be on the basis of FOB (as defined in
   INCOTERMS 1990) and be made to Distributor' identified facilities or freight
   carrier, unless otherwise agreed in advance by Distributor and MetaCreations
   in writing; provided, however, that all title and all risk of loss or damage
   for any Product, will pass to Distributor or other party or parties as may
   have been designated to MetaCreations by Distributor in writing prior to the
   shipment of the Products upon delivery by MetaCreations to the freight
   carrier, such other designated party, or Distributor which ever first occurs.
   Unless specified in Distributor's order, MetaCreations will select the mode
   of shipment and the carrier. Distributor will be responsible for and shall
   pay all shipping, freight and insurance charges, which charges MetaCreations
   may require Distributor to pay in advance. Except as otherwise may be
   provided herein, Distributor may not return any Product shipped by
   MetaCreations hereunder.

        7.8 Export License. MetaCreations shall make all arrangements for any
   export licenses or permits which may be required in a timely manner to enable
   MetaCreation to make shipments in accordance with the shipping schedule set
   forth in each individual purchase contract.

        7.9 Partial Delivery. MetaCreations may, upon consulation wth
   Distributor, make partial shipments of Distributor's orders, to be separately
   invoiced and paid for when due.

        7.10 Short Shipments. In the event that Distributor receives any short
   shipment of Products from MetaCreations, Distributor must notify
   MetaCreations of its claim associated with such short shipment within fifteen
   (15) working days of Distributor's receipt of shipment, and shall confirm
   such claim in writing.

        7.11 Delivery Schedule and Delays. MetaCreations shall use commercially
   reasonable efforts to meet Distributor's requested delivery schedules for the
   Products, but MetaCreations reserves the right to refuse, cancel or delay
   shipment to Distributor when Distributor's credit is impaired, when
   Distributor is delinquent in payments or fails to meet other credit or
   financial requirements established by MetaCreations, or when Distributor has
   failed to perform any other of its obligations under this Agreement. Should
   orders for the Products exceed MetaCreations' available inventory,
   MetaCreations will allocate its available inventory and make deliveries on a
   basis MetaCreations deems appropriate, in its sole discretion, and without
   liability to Distributor on account of the method of allocation chosen or its
   implementation. In any event, MetaCreations shall not be liable for any
   damages, direct, consequential, incidental, special or otherwise, to
   Distributor, Dealer or to any other person for failure to deliver or for any
   delay or error in delivery of the Products for any reason whatsoever.
   MetaCreations agrees that should it be aware of any reason why it would not
   be able to ship the ordered Product, or otherwise fulfill its obligations
   under this Agreement, it will notify the Distributor as soon as possible.

   8. PURCHASE CONTRACTS

        8.1 Purchase. The detailed terms and conditions of each individual
   purchase by the Distributor


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   in conjunction with this Agreement shall be confirmed by both parties by
   execution of a separate "Confirmation of Purchase Contract" for each order
   placed by Distributor. A copy of the standard Confirmation of Purchase
   Contract is attached hereto as Exhibit D. Each Confirmation of Purchase
   Contract shall be deemed to incorporate all of the terms and conditions
   hereof and the terms and conditions of this Agreement shall have precedence
   over those contained in the Confirmation of Purchase Contract.

        8.2 Countersignature. MetaCreations shall use commercially reasonable
   efforts to return to Distributor a countersigned copy of the Confirmation of
   Purchase Contract within 5 business days of its receipt of such document. In
   the event that Distributor has verified receipt of the Confirmation of
   Purchase Contract by MetaCreations and not received the countersigned copy of
   the Confirmation of Purchase Contract or correspondence from MetaCreations
   disputing its contents from within 10 days of receipt thereof by
   MetaCreations, it shall be deemed accepted by MetaCreations.

   9. COVENANTS OF DISTRIBUTOR

        9.1 Distributor shall not:

             (a) Copy. Reproduce, reverse engineer, disassemble, decompile,
   customize or otherwise modify the Products without prior written consent of
   MetaCreations

             (b) Translate. Translate or otherwise adapt the Products in any way
   whatsoever, except as may be provided for in a separate agreement, if any,
   between the parties.

             (c) Reproduction. Enter into agreements with other Persons which
   grant such Persons the right to reproduce copies of the Products; except as
   may be provided for in a Reproduction Agreement, if any, between the parties.

        9.2 Distributor agrees that if Sub-Distributors license or otherwise
   market any software products which compete with MetaCreations' Products
   Distributor will use commercially reasonable efforts to ensure that adequate
   resources and staff are set aside exclusively to sell, market and support
   MetaCreations Products.

        9.4 The parties agree that Products that are currently covered by the
   existing Software Publishing Agreement dated August 1, 1997 between
   Distributor and MetaCreations may be converted to Products of this Agreement
   as soon as practical as mutually agreed by the parties. MetaCreations agrees
   that existing stocks of all manufactured and unsold products will be utilized
   before such conversion.

   10. INTELLECTUAL PROPERTY RIGHTS

        10.1 MetaCreations Rights. Distributor acknowledges MetaCreations'
   exclusive right, title and interest in and to any and all Intellectual
   Property Rights, and Distributor will not at any time do or cause to be done
   any act or thing impairing or tending to impair any part of said right, title
   and interest; provided, however, that a legal challenge of MetaCreations'
   patents, if any, shall not be deemed an act impairing any part of said right,
   title and interest. Distributor acknowledges and agrees that all of these
   Intellectual Property Rights shall remain the exclusive property of
   MetaCreations.

        10.2 Notices. Distributor shall not remove MetaCreations' copyright
   notices and/or trademarks from any copy of the Products or market or license
   the Products under any other name, sign or logo. Distributor also agrees that
   during the term of this Agreement or at any time thereafter it will not
   register or use, in association with any products other than the Products,
   any of MetaCreations' trademarks or trade names or any word, symbol or design
   confusingly similar thereto, as part of its corporate name. At


                                       9
<PAGE>   10

   MetaCreations' request, Distributor will assist MetaCreations in obtaining
   registration of the trade names and trademarks in MetaCreations' name or, if
   necessary, Distributor's rights to make use of MetaCreations's trade names
   and trademarks as part of Distributor' marketing activities. All associated
   legal fees and expenses connected with advice, search, registration and other
   maintenance thereof will be at the expense of MetaCreations.

        10.3 Objections. Distributor shall promptly notify MetaCreations (i) of
   any claims or objections that its use of the Intellectual Property Rights in
   connection with the marketing, licensing, support or service of the Products
   may or will infringe the copyrights, patents, trademarks or other proprietary
   rights of another Person; and (ii) of any and all infringements, imitations,
   illegal use, or misuse, by any Person, of the Intellectual Property Rights
   which come to its attention; provided, however, that Distributor will not
   take any legal action relating to the protection of any Intellectual Property
   rights without the prior written approval of MetaCreations; provided further
   that Distributor shall render, at the sole expense of MetaCreations, all
   reasonable assistance in connection with the protection of the Intellectual
   Property Rights, whether in the courts, administrative agencies, or
   otherwise.

        10.4 Infringement. MetaCreations shall defend, or at its option settle,
   any legal action or other proceeding brought against Distributor in so far as
   such legal action or other proceeding is based upon a claim that the Products
   or any part thereof delivered to Distributor hereunder infringes any
   copyright, trade secret, patent, or trademark right in the Territory, and
   shall indemnify and hold Distributor harmless from and against any loss,
   damage, cost, expense, claim or liability to the extent arising therefrom;
   provided that Distributor notifies MetaCreations of such legal action or
   other proceeding, provides MetaCreations with such assistance and cooperation
   in the defense thereof as MetaCreations may reasonably request; and provides
   MetaCreations with sole control over any such legal action or other
   proceeding.

        10.5 Remedy. In the event that the use of Products or any part thereof
   in the Territory is enjoined by a court of competent jurisdiction,
   MetaCreations shall, at its option, (i) modify the Products so that they are
   non-infringing, or (ii) replace the Products with functionally equivalent
   non-infringing substitute products, or (iii) authorize the return for full
   credit of those units of such infringing Product that may be deemed
   unsellable due to such infringement.

   11. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

        11.1 Restrictions. During the course of performance of this Agreement,
   both parties will disclose certain Confidential Information to each other in
   connection with this Agreement. Each party shall refrain from using or
   exploiting any and all Confidential Information for any purposes or
   activities other than those specifically authorized by MetaCreations or
   Distributor in this Agreement. Both parties agree that such Confidential
   Information shall be kept secret during the term of this Agreement and for 2
   years after the expiration hereof.

        11.2 Materials. All files, lists, records, documents, drawings,
   specifications, equipment and computer programs which incorporate or refer to
   all or a portion of the Confidential Information of MetaCreations shall
   remain the sole property of MetaCreations. Such materials shall be promptly
   returned (i) upon MetaCreations' reasonable request, or (ii) in accordance
   with Section 18.2 of this Agreement upon termination of this Agreement,
   whichever is earlier.

        11.3 Public Domain. The provisions of this Section 11 shall not apply,
   or cease to apply, to Confidential Information supplied if it (I) was already
   known to the receiving party at the time of disclosure; (ii) has come into
   the public domain without breach of confidence by the receiving party or an
   other Person; (iii) was received by the receiving party from a third party
   without restrictions on its use; (iv) is required to be disclosed pursuant to
   any statutory or regulatory provision or court order; or (v) are no longer
   considered confidential by MetaCreations; provided that the Distributor shall
   have the burden


                                       10
<PAGE>   11

   of establishing any of the foregoing exceptions by conclusive evidence.

   12. METACREATIONS LIMITATION OF WARRANTY

        12.1 Limited Warranty. MetaCreations warrants the magnetic or optical
   media, the encoding of the data and the physical documentation to be free of
   defects in material and workmanship for a period of ninety (90) days from the
   date of delivery of the Products to the End User. Should MetaCreations
   receive a written notice of defect from Distributor within such period,
   MetaCreations will replace the medium and/or the physical documentation at no
   cost to Distributor.

   For defective returns requiring replacement shipments, MetaCreations may, at
   its sole discretion, require Distributor to return the defective products or
   supply MetaCreations with a certified letter of disposal of such units.

        12.2 No Further Warranty. METACREATIONS DOES NOT WARRANT THE OUTPUT OF
   THE PRODUCTS TO MEET THE STANDARDS OR REQUIREMENTS WHICH MAY BE APPLICABLE TO
   ANY END USER'S BUSINESS. EXCEPT AS HEREIN PROVIDED, METACREATIONS DOES NOT
   MAKE OR GIVE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE USEFULNESS OR
   THE EFFICIENCY OF THE PRODUCTS, IT BEING UNDERSTOOD THAT THE DEGREE OF
   SUCCESS WITH WHICH EQUIPMENT, SOFTWARE PROGRAMS AND MATERIALS CAN BE APPLIED
   TO DATA PROCESSING IS DEPENDENT UPON MANY FACTORS, MANY OF WHICH ARE NOT
   UNDER METACRETIONS' CONTROL.

        12.3 Warranty Disclaimer. TO THE FULL EXTENT PERMITTED BY LAW, APART
   FROM THE FOREGOING WARRANTIES, ALL CONDITIONS, WARRANTIES, REPRESENTATIONS,
   LIABILITIES AND OBLIGATIONS WHETHER EXPRESS OR IMPLIED ARISING FROM
   NEGLIGENCE OR IMPOSED BY STATUTE OR OTHERWISE, IN RESPECT OF THE SUPPLY AND
   OPERATION OF THE PRODUCTS AND ANY RELATED SERVICES, INCLUDING ANY WARRANTIES
   AS MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY
   DISCLAIMED.

        IN NO EVENT WILL METACREATIONS BE LIABLE FOR INDIRECT, SPECIAL OR
   CONSEQUENTIAL DAMAGES UNDER THIS SECTION EVEN IF METACREATIONS HAS BEEN
   ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. METACREATIONS' LIABILITY FOR
   DAMAGES SHALL NOT EXCEED THE PURCHASE PRICE RECEIVED BY METACREATIONS FOR THE
   USE OF THE PRODUCTS THAT ARE THE BASIS OF METACREATIONS' LIABILITY.
   FURTHERMORE, ANY CAUSE OF ACTION ON ANY MATTER FOR WHICH METACREATIONS IS
   LIABLE HEREUNDER MUST BE BROUGHT BY DISTRIBUTOR WITHIN TWELVE (12) MONTHS
   AFTER THE DATE HEREOF, DISTRIBUTOR HEREBY WAIVING ANY OTHER STATUTE OF
   LIMITATIONS WHICH MAY BE APPLICABLE.

   13. INDEMNIFICATION

        Each party hereby agrees to indemnify and hold the other party harmless
   against any and all losses, claims, damages, liabilities, costs and expenses,
   including legal expenses and reasonable counsel fees, arising out of any
   breach by such party of any representation or warranty in this Agreement.

   14. COMPLIANCE WITH APPLICABLE LAWS

        14.1 Export Laws. In the performance of their respective obligations
   under this Agreement, MetaCreations and Distributor shall, at all times,
   strictly comply with all laws, regulations and orders of the United States
   and the Territory. Without limiting the generality of this Section 14,
   Distributor specifically acknowledges that the Products and the Confidential
   Information supplied to Distributor in


                                       11
<PAGE>   12

   accordance with the terms of this Agreement are subject to the United States
   Export Controls. At MetaCreations' request, Distributor shall agree, and
   cause each End User to agree by means of packaged License Agreements, that it
   will not export or re-export the Products, the Confidential Information or
   any direct product thereof, directly or indirectly to, or for use in, any
   country outside the Territory without the prior written authorization of
   MetaCreations and the United States government.

        14.2 Authorizations. Distributor shall, at its own expense, make,
   obtain, and maintain in force at all times during the term of this Agreement,
   all filings, registrations, reports, licenses, permits and authorizations
   (collectively "Authorizations") required under applicable law, regulation or
   order in the Territory in order for Distributor to perform its obligations
   under this Agreement. MetaCreations shall provide Distributor with such
   assistance as Distributor may reasonably request in making or obtaining any
   such Authorizations. In the event that the issuance of any such Authorization
   is conditioned upon an amendment or modification to this Agreement which is
   unacceptable to MetaCreations, MetaCreations shall have the right to
   terminate this Agreement without further obligation whatsoever to Distributor
   except those obligations which may be provided for elsewhere in this
   Agreement.

        14.3 Filing Requirements. If it is necessary to file either this
   Agreement or MetaCreations' Standard End-User License Agreement with a
   governmental authority the Distributor will provide all necessary assistance
   to effect such registration. MetaCreations will reimburse Distributor for all
   out-of-pocket costs in support of such registration.

   15. ASSIGNMENT

        This Agreement and the rights and obligations hereunder shall not be
   assigned in whole or in part by either party without the prior written
   consent of the other and any purported assignment without such written
   consent shall be void and of no effect.

   16. FORCE MAJEURE

        Neither party shall be liable to the other party for any delay or
   omission in the performance of any obligation under this Agreement other than
   an obligation to pay money where the delay or omission is due to any cause or
   condition beyond the reasonable control of the party obliged to perform,
   including, but not limited to, strikes or other labor difficulties, acts of
   God, acts of government, including the inability to obtain a validated export
   license under the United States Export Control laws or regulations, war,
   riots, embargoes, communication failures or inability to obtain supplies.

   17. CHOICE OF LAW AND FORUM

        17.1 Governing Law. This Agreement, and any disputes arising out of or
   in connection with this Agreement, shall be governed by and construed in
   accordance with the laws of the State of California, excluding its rules
   governing conflicts of laws. The English language text of this Agreement
   shall control over any translation hereof.

        17.2 Arbitration. Except as it may relate to any breach or dispute
   regarding Confidential Information; MetaCreations and Distributor hereby
   agree that all claims, disputes or controversies arising between the parties
   out of or in relation to this Agreement or breach thereof, which cannot be
   satisfactorily settled by the parties, shall be finally settled by
   arbitration upon the written request of either party. The arbitration
   proceedings shall be conducted in the state of California, in accordance with
   the existing Rules of Arbitration of the American Arbitration Association,
   with three arbitrators. The award shall be final and binding upon both
   parties. Judgment upon the award may be entered in any court having
   jurisdiction thereof. Disputes regarding Confidential Information
   MetaCreations and Distributor hereby agree shall be addressed as outlined in
   section 17.1 and 17.3.


                                       12
<PAGE>   13

        17.3 Courts. The Federal and state courts within the State of California
   shall have exclusive jurisdiction to adjudicate any disputes arising out of
   or in connection with this Agreement. Distributor hereby expressly consents
   to the personal jurisdiction of the Federal and state courts within the State
   of California.

        17.4 Fees. The prevailing party in any legal proceeding brought by one
   party against the other party and arising out of or in connection with this
   Agreement shall be entitled to recover its legal expenses, including court
   costs and reasonable attorneys' fees.

   18. TERM AND DURATION

        18.1 Term. This Agreement shall enter into full force and effect as of
   the Effective Date and shall remain in force until the 31st of December of
   1998. Both parties agree to negotiate in good faith an extension, before the
   expiration of this Agreement. Notwithstanding other provisions of this
   subparagraph 18.1, or any other provisions of this Agreement, and in addition
   to any other rights to terminate set forth in this Agreement, this Agreement
   may be terminated prior to the expiration of its stated term, with cause, as
   set forth below.

        18.2 Defaults. In the event that either party is in default or commits a
   breach of this Agreement, and if such default or breach shall not be cured or
   good faith attempts to cure shall not have commenced within thirty (30) days
   after written notice of such default or breach is given by the non-defaulting
   party and received by the defaulting party, then at any time after the
   expiration of such thirty (30) days, the non-defaulting party may give
   written notice to the defaulting party of its election to terminate this
   Agreement. Thereupon, the Agreement shall terminate on the date specified in
   such notice, which shall not be less than fifteen (15) days following the
   receipt of such written notice. Such right of termination shall not be
   exclusive of any other remedies or means of redress to which the
   non-defaulting party may be lawfully entitled.

        18.3 If either party: (a) becomes insolvent, (b) files a voluntary
   petition for bankruptcy, or, (c) ceases to do business, the other party, at
   its option, may terminate this Agreement upon thirty (30) days notice.

   19. RIGHTS AND OBLIGATIONS UPON TERMINATION

        19.1 Accrued Obligations. In the event of expiration or termination of
   this Agreement, regardless of the cause thereof, the parties shall abide by
   and uphold any rights or obligations accrued or existing on the date of
   termination. The parties agree to continue cooperating with each other and to
   carry out an orderly termination of their relations. Distributor, at its
   discretion, shall retain the right to continue marketing its stock of the
   Products currently in inventory of the date of termination for three (3)
   months after termination of this Agreement.

        19.2 Orders. Upon expiration or termination, the due date of all
   outstanding invoices for the Products delivered by MetaCreations to
   Distributor will automatically be accelerated so that they become due and
   payable (at amounts equal to the fees on the Distributor's Purchase Order) on
   the effective date of expiration or termination, even if longer terms had
   been provided previously. All orders or portions thereof remaining un-shipped
   as of the effective date of expiration or termination shall automatically be
   canceled, unless Distributor is obligated to deliver such order to a Sub
   Distributor under an existing firm written purchase order.

        19.3 Return. Within thirty (30) days after the effective date of
   expiration or termination of this Agreement, Distributor shall return to
   MetaCreations, or any other Person designated by MetaCreations, all Products
   and related materials in Distributor's possession and any and all
   Confidential Information


                                       13
<PAGE>   14

   which is in written, recorded or other tangible form but only to the extent
   that Distributors purchases of products exceed the minmum guarantees
   described in Section 4.10 and represent purchases made up to 90 days prior to
   the termination of the Agreement. Distributor hereby expressly waives and
   agrees not to assert any right of detention whatsoever with respect to such
   Products, materials, and Confidential Information. Distributor shall furnish
   MetaCreations with a written declaration of an authorized corporate officer
   certifying that all copies of the Products and related materials have been
   returned or destroyed. MetaCreations shall pay Distributor for all returned
   Products in new and resaleable condition an amount equal to the fees paid by
   Distributor to MetaCreations.

        19.4 Waiver. The waiver by any party of any breach or default of any
   provision of this Agreement by the other party shall not constitute a waiver
   by such party of any succeeding breach of the same or other provision.

        19.5 Debts Survive. In the event of termination or expiration of this
   Agreement, neither party shall be relived of their respective financial
   obligations under this Agreement. Should there be any outstanding financial
   obligations to distributor, these obligations shall be met by electronic
   transfer of the outstanding amounts to a bank account specified by
   Distributor.

        19.6 Further Obligations. Upon expiration or termination of this
   Agreement, either party shall have no further obligation to the other party
   other than those set forth in this Section 19. Both parties obligations under
   Section 11(for 2 years), 10, 13, 17 and 20 of this Agreement shall survive
   the termination of this Agreement.

   20. GENERAL PROVISIONS

        20.1 Waiver and Delay. The waiver by either party of a breach or default
   in any of the provisions of this Agreement by the other party shall not be
   construed as a waiver of any succeeding breach of the same or other
   provisions; nor shall any delay or omission on the part of either party to
   exercise or avail itself of any right, power or privilege that it has or may
   have hereunder operate as a waiver of any breach or default by the other
   party.

        20.2 Notices. All notices required or permitted by this Agreement shall
   be in writing and in English and may be delivered personally, or may be sent
   by cable, telex, telecopy, or air mail, return receipt requested, sent to the
   following addresses, unless the parties are subsequently notified of any
   change of address in accordance with this Section 20.2:

   If to MetaCreations:

   MetaCreations International, Ltd.
   Wilson House, Fenian Steet
   Dublin 2, Ireland
   Attn:  John Hartnett
   Fax:  353-1-662-9334

   with copy to:

   MetaCreations, Corporation
   6303 Carpinteria Ave.
   Carpinteria, CA 93013
   Attn:  Terry Kinninger
   Fax:  805-566-6284


                                       14
<PAGE>   15

   If to Distributor:

   Marubeni Corporation
   4-2 Ohtemachi 1-Chome
   Chiyoda-ku, Tokyo, Japan
   Attn: Ryouichi Watanabe
   Fax:  03-3282-3307

   Any notice shall be deemed to have been received as follows: (i) personal
   delivery, upon receipt; (ii) telecopy, twenty-four (24) hours after
   transmission; (iii) registered airmail, ten (10) days after delivery to the
   postal authorities by the party serving notice.

        20.3 Entire Agreement. This Agreement constitutes the entire agreement
   between the parties with respect to the subject matter hereof and supersedes
   all prior agreements between the parties, whether written or oral, relating
   to the same subject matter. No modification, amendments or supplements to
   this Agreement shall be effective for any purpose unless in writing, signed
   by each party. Authorizations, approvals or consents hereunder of a party
   shall also be in writing.

        20.4 Acceptance. This Agreement shall become effective only after it has
   been signed by Distributor and has been accepted by MetaCreations at its
   principal place of business, and its Effective Date shall be the date on
   which it is signed by MetaCreations.

        20.5 Severability. In the event that any of the terms of this Agreement
   are held by a court of competent jurisdiction to be contrary to any laws, the
   invalidity or illegality of such provision shall not invalidate the whole of
   this Agreement or any other provisions and this Agreement shall be construed
   as if it did not contain the invalid provision.


        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
   date first shown above.

<TABLE>
<CAPTION>
      METACREATIONS INTERNATIONAL, LTD.                         MARUBENI CORPORATION

<S>           <C>                                       <C>          <C>
Signature     /s/JOHN HARTNETT                          Signature    /s/TETSUO UMEZAKI
              --------------------------------                       ---------------------------------
Print         John Hartnett                             Print        Tetsuo Umezaki
              --------------------------------                       ---------------------------------
Title         VP and General Manager                    Title        General Manager, Electronics Dept.
              --------------------------------                       ---------------------------------
Date          August 1, 1997                            Date         August 1, 1997
              --------------------------------                       ---------------------------------


Signature     /s/TERANCE A. KINNINGER
              --------------------------------
Print         Terance A. Kinninger
              --------------------------------
Title         Director
              --------------------------------
Date          August 1, 1997
              --------------------------------
</TABLE>

                                       15
<PAGE>   16

                                    EXHIBIT A


                      PRODUCTS, SUBDISTRIBUTORS AND PRICES

   Products. During the term of this Agreement the products listed below shall
   be the Products covered by this Agreement.

   -  Painter Mac/Win English and Japanese

   -  Poser Mac/Win English and Japanese

   -  Detailer Mac/Win English and Japanese

   -  Expression Mac/Win English and Japanese

   -  Art School Dabbler Mac/Win English and Japanese

   -  Ray Dream Designer Mac/Win English and Japanese

   -  Ray Dream Studio Mac/Win English and Japanese

   -  Bryce 3 Mac/Win English and Japanese


   Sub-Distributors. During the term of this Agreement the companies listed
   below are the subdistributors covered by this Agreement. Sub-Distributors may
   be added or deleted from this list by Distributor upon prior consultation
   with MetaCreations

   Fortune Hill, Inc.
   Mediavision, Inc.

   The products exclusively subdistributed by Fortune Hill are:

   -  Ray Dream Designer Mac/Win

   -  Ray Dream Studio Mac/Win

   -  Expression Mac/Win

   The products exclusively subdistributed by Mediavision are:

   -  Painter Mac/Win

   -  Poser Mac/Win

   -  Detailer Mac/Win

   -  Art School Dabbler Mac/Win

   -  Bryce 3 Mac/Win

   Distributor shall distribute such products only to the Sub-Distributor set
   for the above, provided, however, that, Distributor may change product
   allocation to Sub-Distributors upon prior consultation with MetaCreations.

                                       16
<PAGE>   17

                              EXHIBIT A1                               September

MDF
With the exception of the products listed below, MDF is equal to [**]% of
purchase price for Retail, Educational, Sidegrade and OEM units. MDF funds are
not applied to Upgrade and NFR units.

<TABLE>
<CAPTION>
RETAIL-[**]% off of JSRP           SUGGESTED
                                   JAPANESE     DISTRIBUTOR
                                  LIST PRICE      DISCOUNT      PURCHASE PRICE    MDF
                                  ----------    -----------     --------------    ---
<S>                               <C>           <C>             <C>               <C>
Painter 4J Mac                         [**]          [**]           [**]        [**]%
Painter 4J Win                         [**]          [**]           [**]        [**]%
Dabbler 2J Hyb                         [**]          [**]           [**]        [**]%
Poser 2J Mac                           [**]          [**]           [**]        [**]%
Poser 2J Win                           [**]          [**]           [**]        [**]%
Detailer J Mac                         [**]          [**]           [**]        [**]%
Detailer J Win                         [**]          [**]           [**]        [**]%
Expressions J Mac                      [**]          [**]           [**]        [**]%
Expressions J Win                      [**]          [**]           [**]        [**]%
Designer 4.1 M/W                       [**]          [**]           [**]        [**]%
Studio 4.1 M/W                         [**]          [**]           [**]        [**]%
Jag II                                 [**]          [**]           [**]        [**]%
Add Depth                              [**]          [**]           [**]        [**]%
Part and Props                         [**]          [**]           [**]        [**]%
</TABLE>

<TABLE>
<CAPTION>
ACADEMIC-[**]% off of Academic     SUGGESTED
JSRP                               JAPANESE     DISTRIBUTOR
                                  LIST PRICE      DISCOUNT      PURCHASE PRICE   MDF
                                  ----------    -----------     --------------   ---
<S>                               <C>           <C>             <C>               <C>
Painter 4J Mac                         [**]          [**]           [**]        [**]%
Painter 4J Mac 5 User                  [**]          [**]           [**]        [**]%
Painter 4J Win                         [**]          [**]           [**]        [**]%
Painter 4J Win 5 User                  [**]          [**]           [**]        [**]%
Poser 2J Mac                           [**]          [**]           [**]        [**]%
Poser 2J Win                           [**]          [**]           [**]        [**]%
Detailer J Mac                         [**]          [**]           [**]        [**]%
Detailer J Win                         [**]          [**]           [**]        [**]%
Expressions J Mac                      [**]          [**]           [**]        [**]%
Expressions J Win                      [**]          [**]           [**]        [**]%
Studio 4.1J M/W                        [**]          [**]           [**]        [**]%
Dabbler 2.0 CP                         [**]          [**]           [**]        [**]%
</TABLE>


[*]  Confidential treatment requested


                                       17
<PAGE>   18


<TABLE>
<CAPTION>
UPGRADES-[**]% off of JSRP         SUGGESTED
                                   JAPANESE     DISTRIBUTOR
                                  LIST PRICE      DISCOUNT      PURCHASE PRICE   MDF
                                  ----------    -----------     --------------   ---
<S>                               <C>           <C>             <C>               <C>
Painter 4J Mac                         [**]          [**]           [**]        [**]%
Painter 4J Win                         [**]          [**]           [**]        [**]%
Dabbler 2J Hyb                         [**]          [**]           [**]        [**]%
Poser 2J Mac                           [**]          [**]           [**]        [**]%
Poser 2J Win                           [**]          [**]           [**]        [**]%
Studio 4.1J M/W                        [**]          [**]           [**]        [**]%
Painter 5J Mac                         [**]          [**]           [**]        [**]%
</TABLE>

<TABLE>
<CAPTION>
SIDEGRADES-[**]% off of JSRP.      SUGGESTED
White Box.                         JAPANESE     DISTRIBUTOR
                                  LIST PRICE      DISCOUNT      PURCHASE PRICE   MDF
                                  ----------    -----------     --------------   ---
<S>                               <C>           <C>             <C>               <C>
Painter 4J Mac                         [**]          [**]           [**]        [**]%
Painter 4J Win                         [**]          [**]           [**]        [**]%
Poser 2J Mac                           [**]          [**]           [**]        [**]%
Poser 2J Win                           [**]          [**]           [**]        [**]%
Detailer J Mac                         [**]          [**]           [**]        [**]%
Detailer J Win                         [**]          [**]           [**]        [**]%
Expressions J Mac                      [**]          [**]           [**]        [**]%
Expressions J Win                      [**]          [**]           [**]        [**]%
Designer 4.1 M/W                       [**]          [**]           [**]        [**]%
Studio 4.1 M/W                         [**]          [**]           [**]        [**]%
</TABLE>


<TABLE>
<CAPTION>
NFR-[**]% off of JSRP              SUGGESTED
                                   JAPANESE     DISTRIBUTOR
                                  LIST PRICE      DISCOUNT      PURCHASE PRICE   MDF
                                  ----------    -----------     --------------   ---
<S>                               <C>           <C>             <C>               <C>
Painter 4J Mac                         [**]          [**]           [**]        [**]%
Painter 4J Win                         [**]          [**]           [**]        [**]%
Dabbler 2J Hyb                         [**]          [**]           [**]        [**]%
Poser 2J Mac                           [**]          [**]           [**]        [**]%
Poser 2J Win                           [**]          [**]           [**]        [**]%
Detailer J Mac                         [**]          [**]           [**]        [**]%
Detailer J Win                         [**]          [**]           [**]        [**]%
Expressions J Mac                      [**]          [**]           [**]        [**]%
Expressions J Win                      [**]          [**]           [**]        [**]%
Designer 4.1 M/W                       [**]          [**]           [**]        [**]%
Studio 4.1 M/W                         [**]          [**]           [**]        [**]%
</TABLE>

   [*]  Confidential treatment requested

                                       18
<PAGE>   19

   EXHIBIT B


                               EXCLUSIVITY TARGETS


   Exclusivity Targets. The Exclusivity Targets for the first two 3-month
   periods are set forth below.

   July-Sept 1997:  USD [**]

   Oct-Dec 1997: USD [**]

   The above Exclusivity Targets shall be the total target sums for purchases
   under this agreement and royalties reported to MetaCreations under all other
   Agreements currently effective between MetaCreations and Distributor.

   In the event that Distributor fails to meet the Exclusivity Target for 2
   consecutive quarters, MetaCreations shall have the right to terminate the
   exclusivity of this agreement.

   Such Exclusivity Targets are based on certain assumptions such as product
   shipments, product launches and relative stableness in the economy and on
   non-negative effect of MetaCreations' OEM arrangement in the Territory.

   The July-Sept Exclusivity Target is based on the following new products being
   available for sales during the quarter:

   Painter 5.0J Mac/Win
   Painter 5.0J Mac/Win Upgrades
   Kai's Photo Soap 1.0J Mac/Win

   The October-December Exclusivity Target is based on the following new
   products being available for sales during the quarter:

   Bryce 3.0 J Mac/Win
   Bryce 3.0J Mac/Win Upgrades
   RayDream Studio 5.0J Mac/Win
   RayDream Studio 5.0J Mac/Win Upgrades
   Ray Dream Designer 5.0J Mac/Win
   Ray Dream Designer 5.0J Mac/Win Upgrades

   In the event any of these products ( or funcional equivalents thereof) are
   not released by MetaCreations, the parties shall renegotiate the above
   Exclusivity Target in good faith, In the event the parties cannot agree on
   such renegotiated Exclusivity Target, the Exclusivity Target shall be reduced
   by the number of products, devided by the total number of products covered by
   the Agreements.

   For all quarters during the term of any of the Agreements subsequent to the
   quarters listed above, Exclusivity Targets will be set by mutual agreement
   before the beginning of each such quarter.

[*]  Confidential treatment requested


                                       19