<PAGE>   1
                                                                   EXHIBIT 10.6

                                                       AS AMENDED ON MAY 6, 1998



                            METACREATIONS CORPORATION
                       (FORMERLY KNOWN AS METATOOLS, INC.)
                        1995 EMPLOYEE STOCK PURCHASE PLAN


               The following constitute the provisions of the 1995 Employee
Stock Purchase Plan of MetaCreations Corporation.

               1. Purpose. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

               2. Definitions.

                  (a) "Board" shall mean the Board of Directors of the
Company.

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  (c) "Common Stock" shall mean the Common Stock of the Company.

                  (d) "Company" shall mean MetaCreations Corporation, a Delaware
corporation and any Designated Subsidiary of the Company.
 
                  (e) "Compensation" shall mean all base straight time gross
earnings, including commissions, overtime, shift premium, and bonuses, but
excluding other compensation.

                  (f) "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (g) "Employee" shall mean any individual who is an Employee of
the Company for tax purposes whose customary employment with the Company is at
least twenty (20) hours per week and more than five (5) months in any calendar
year. For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
91st day of such leave.


<PAGE>   2

                  (h) "Enrollment Date" shall mean the first day of each
Offering Period.

                  (i) "Exercise Date" shall mean the last day of each Purchase
Period.

                  (j) "Fair Market Value" shall mean, as of any date, the value
of Common Stock determined as follows: 

                      (1) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, its Fair Market Value shall be the
closing sale price for the Common Stock (or the mean of the closing bid and
asked prices, if no sales were reported), as quoted on such exchange (or the
exchange with the greatest volume of trading in Common Stock) or system on the
date of such determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable, or;

                      (2) If the Common Stock is quoted on the NASDAQ System
(but not on the Nasdaq National Market thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable, or;

                      (3) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board; or

                      (4) For the purposes of the Enrollment Date under the
first Offering Period under the Plan, the Fair Market Value of the Common Stock
shall be the price to public as set forth in the final prospectus included
within the Registration Statement on Form S-1 filed with the Securities and
Exchange Commission for the initial public offering of the Common Stock.

                 (k) "Offering Period" shall mean the period of approximately
twenty-four (24) months during which an option granted pursuant to the Plan may
be exercised, commencing on the first Trading Day on or after April 1 and
October 1 of each year and terminating on the last Trading Day in the periods
ending twenty-four months later; provided, however, that the first Offering
Period shall be a period of approximately twenty-two months, commencing with the
first Trading Day on or after the date on which the Company's registration
statement on Form S-1 (or any successor form thereof) is declared effective by
the Securities and Exchange Commission and terminating on the last Trading Day
in the period ending September 30, 1997. The duration and timing of Offering
Periods may be changed pursuant to Section 4 of this Plan.

                  (l) "Plan" shall mean this Employee Stock Purchase Plan.

                  (m) "Purchase Price" shall mean an amount equal to 85% of the
Fair Market Value of a share of Common Stock on the first day of the Enrollment
Date or on the Exercise Date, whichever is lower.

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                  (n)  "Purchase Period" shall mean the approximately six month
period commencing after one Exercise Date and ending with the next Exercise
Date, except that the first Purchase Period of any Offering Period shall
commence on the Enrollment Date and end with the next Exercise Date; provided,
however, that the first Purchase Period of the first Offering Period under the
Plan shall be the period of approximately ten months, commencing with the first
Trading Day on or after the date on which the Company's registration statement
on Form S-1 (or any successor thereof) is declared effective by the Securities
and Exchange Commission and terminating on the last Trading Day in the period
ending September 30, 1996.

                  (o) "Reserves" shall mean the number of shares of Common 
Stock covered by each option under the Plan which have not yet been exercised
and the number of shares of Common Stock which have been authorized for issuance
under the Plan but not yet placed under option.

                  (p) "Subsidiary" shall mean a corporation, domestic or 
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.

                  (q) "Trading Day" shall mean a day on which national stock 
exchanges and the NASDAQ Stock Market are open for trading.

               3. Eligibility.

                  (a)  Any Employee (as defined in Section 2(g)), who shall be 
employed by the Company on a given Enrollment Date shall be eligible to
participate in the Plan.

                  (b)  Any provisions of the Plan to the contrary 
notwithstanding, no Employee shall be eligible under the Plan if such Employee
(or any other person whose stock would be attributed to such Employee pursuant
to Section 424(d) of the Code) owns capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the capital stock
of the Company or of any Subsidiary.

               4. Offering Periods. The Plan shall be implemented by
consecutive, overlapping Offering Periods with a new Offering Period commencing
on the first Trading Day on or after April 1 and October 1 each year, or on such
other date as the Board shall determine, and continuing thereafter until
terminated in accordance with Section 19 hereof; provided, however, that the
first Offering Period shall be the period of approximately twenty-two months,
commencing with the first Trading Day on or after the date on which the
Company's registration statement on Form S-1 (or any successor form thereof) is
declared effective by the Securities and Exchange Commission and terminating on
the last Trading Day in the period ending September 30, 1997. Each twenty-four
month Offering Period will consist of four Purchase Periods of approximately six
months duration. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without stockholder 

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<PAGE>   4

approval if such change is announced at least five (5) days prior to the
scheduled beginning of the first Offering Period to be affected thereafter.

               5. Participation.

                  (a)  An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing payroll deductions in the
form of Exhibit A to this Plan and filing it with the Company's payroll office
prior to the applicable Enrollment Date.

                  (b)  Payroll deductions for a participant shall commence on 
the first payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10 hereof.

               6.  Payroll Deductions.

                   (a)  At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering
Period, and the aggregate of such payroll deductions during the Offering Period
shall not exceed ten percent (10%) of the participant's Compensation during said
Offering Period.

                   (b)  All payroll deductions made for a participant shall be
credited to his or her account under the Plan and will be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

                   (c)  A participant may discontinue his or her participation
in the Plan as provided in Section 10 hereof, or may increase or decrease the
rate of his or her payroll deductions during the Offering Period by completing
or filing with the Company a new subscription agreement authorizing a change in
payroll deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

                   (d)  Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant's payroll deductions may be decreased to 0% at such time during any
Purchase Period which is scheduled to end during the current calendar year (the
"Current Purchase Period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Purchase Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal $21,250. Payroll deductions
shall recommence at the rate provided in such 

                                      -4-

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participant's subscription agreement at the beginning of the first Purchase
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof.

                   (e) At the time the option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued under the Plan
is disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but will not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.

               7. Grant of Option. On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on each Exercise Date during such Offering Period
(at the applicable Purchase Price) up to a number of shares of the Company's
Common Stock determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the Participant's
account as of the Exercise Date by the applicable Purchase Price; provided that
in no event shall an Employee be permitted to purchase during each Purchase
Period more than a number of Shares determined by dividing $12,500 by the Fair
Market Value of a share of the Company's Common Stock on the Enrollment Date;
provided, however, that in the case of the first Purchase Period under the first
Offering Period under the Plan and notwithstanding the limit of $12,500 in the
preceding clause, in no event shall an Employee be permitted to purchase during
such Purchase Period more than a number of Shares determined by dividing $25,000
by the Fair Market Value of a share of the Company's Common Stock on the
Enrollment Date; and provided further, that such purchase shall be subject to
the limitations set forth in Section 12 hereof. Exercise of the option shall
occur as provided in Section 8 hereof, unless the participant has withdrawn
pursuant to Section 10 hereof, and shall expire on the last day of the Offering
Period.

               8. Exercise of Option. Unless a participant withdraws from the
Plan as provided in Section 10 hereof, his or her option for the purchase of
shares will be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to option shall be purchased for such participant
at the applicable Purchase Price with the accumulated payroll deductions in his
or her account. No fractional shares will be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.


                                      -5-

<PAGE>   6
               9. Delivery. As promptly as practicable after each Exercise Date
on which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

               10. Withdrawal; Termination of Employment.

                   (a)  A participant may withdraw all but not less than all 
the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice
to the Company in the form of Exhibit B to this Plan. All of the participant's
payroll deductions credited to his or her account will be paid to such
participant promptly after receipt of notice of withdrawal and such
participant's option for the Offering Period will be automatically terminated,
and no further payroll deductions for the purchase of shares will be made for
such Offering Period. If a participant withdraws from an Offering Period,
payroll deductions will not resume at the beginning of the succeeding Offering
Period unless the participant delivers to the Company a new subscription
agreement.

                   (b)  Upon a participant's ceasing to be an Employee (as 
defined in Section 2(g) hereof), for any reason, he or she will be deemed to
have elected to withdraw from the Plan and the payroll deductions credited to
such participant's account during the Offering Period but not yet used to
exercise the option will be returned to such participant or, in the case of his
or her death, to the person or persons entitled thereto under Section 14 hereof,
and such participant's option will be automatically terminated. The preceding
sentence notwithstanding, a participant who receives payment in lieu of notice
of termination of employment shall be treated as continuing to be an Employee
for the participant's customary number of hours per week of employment during
the period in which the participant is subject to such payment in lieu of
notice.

               11.  Interest.  No interest shall accrue on the payroll 
deductions of a participant in the Plan.

               12.  Stock.

                    (a)   The maximum number of shares of the Company's Common
Stock which shall be made available for sale under the Plan shall be 425,000
shares, subject to adjustment upon changes in capitalization of the Company as
provided in Section 18 hereof. If, on a given Exercise Date, the number of
shares with respect to which options are to be exercised exceeds the number of
shares then available under the Plan, the Company shall make a pro rata
allocation of the shares remaining available for purchase in as uniform a manner
as shall be practicable and as it shall determine to be equitable.

                    (b)   The participant will have no interest or voting right
in shares covered by his option until such option has been exercised.

                    (c)   Shares to be delivered to a participant under the 
Plan will be registered in the name of the participant or in the name of the
participant and his or her spouse.

                                      -6-
<PAGE>   7

               13.  Administration.

                    (a)  Administrative Body.  The Plan shall be administered 
by the Board or a committee of members of the Board appointed by the Board.  
The Board or its committee shall have full and exclusive discretionary authority
to construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Board or its committee shall, to the full
extent permitted by law, be final and binding upon all parties.

                    (b)  Rule 16b-3 Limitations.  Notwithstanding the provisions
of Subsection (a) of this Section 13, in the event that Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any successor provision ("Rule 16b-3") provides specific requirements for the
administrators of plans of this type, the Plan shall be only administered by
such a body and in such a manner as shall comply with the applicable
requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion
concerning decisions regarding the Plan shall be afforded to any committee or
person that is not "disinterested" as that term is used in Rule 16b-3.

               14.  Designation of Beneficiary.

                    (a)  A participant may file a written designation of a 
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                     (b) Such designation of beneficiary may be changed by the 
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

               15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the 

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<PAGE>   8

Company may treat such act as an election to withdraw funds from an Offering
Period in accordance with Section 10 hereof.

               16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

               17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees at least annually, which statements will set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

               18. Adjustments Upon Changes in Capitalization, Dissolution,
Liquidation, Merger or Asset Sale.

                   (a)   Changes in Capitalization.  Subject to any required 
action by the stockholders of the Company, the Reserves as well as the price per
share of Common Stock covered by each option under the Plan which has not yet
been exercised shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration". Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an option.

                    (b)   Dissolution or Liquidation.  In the event of the 
proposed dissolution or liquidation of the Company, the Offering Periods will
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board.

                    (c)   Merger or Asset Sale.  In the event of a proposed 
sale of all or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each option under the Plan shall
be assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Board determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Offering Periods then in progress by
setting a new Exercise Date (the "New Exercise Date"). If the Board shortens the
Offering Periods then in progress in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for his option has been changed to the New Exercise Date and
that his option will be exercised 

                                      -8-

<PAGE>   9

automatically on the New Exercise Date, unless prior to such date he has
withdrawn from the Offering Period as provided in Section 10 hereof.

               19.  Amendment or Termination.

                    (a)   The Board of Directors of the Company may at any time
and for any reason terminate or amend the Plan. Except as provided in Section 18
hereof, no such termination can affect options previously granted, provided that
an Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its stockholders. Except as provided in Section 18
hereof, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to
comply with Rule 16b-3 or under Section 423 of the Code (or any successor rule
or provision or any other applicable law or regulation), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.

                     (b)   Without stockholder consent and without regard to 
whether any participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a participant in order to adjust for delays
or mistakes in the Company's processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from
the participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.

               20. Notices. All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

               21. Conditions Upon Issuance of Shares. Shares shall not be
issued with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

                  As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such 

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<PAGE>   10

shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law.

               22. Term of Plan. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the stockholders of the Company. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 19 hereof.

               23. Automatic Transfer to Low Price Offering Period. To the
extent permitted by Rule 16b-3 of the Exchange Act, if the Fair Market Value of
the Common Stock on any Exercise Date in an Offering Period is lower than the
Fair Market Value of the Common Stock on the Enrollment Date of such Offering
Period, then all participants in such Offering Period shall be automatically
withdrawn from such Offering Period immediately after the exercise of their
option on such Exercise Date and automatically re-enrolled in the immediately
following Offering Period as of the first day thereof.


                                      -10-
<PAGE>   11

                                    EXHIBIT A


                            METACREATIONS CORPORATION
                       (FORMERLY KNOWN AS METATOOLS, INC.)
                        1995 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT



_____ Original Application                         Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.     ________________ hereby elects to participate in the MetaCreations
       Corporation 1995 Employee Stock Purchase Plan (the "Employee Stock
       Purchase Plan") and subscribes to purchase shares of the Company's Common
       Stock in accordance with this Subscription Agreement and the Employee
       Stock Purchase Plan.

2.     I hereby authorize payroll deductions from each paycheck in the amount 
       of ____% of my Compensation on each payday (1-10%) during the Offering
       Period in accordance with the Employee Stock Purchase Plan. (Please note
       that no fractional percentages are permitted.)

3.     I understand that said payroll deductions shall be accumulated
       for the purchase of shares of Common Stock at the applicable
       Purchase Price determined in accordance with the Employee Stock
       Purchase Plan. I understand that if I do not withdraw from an
       Offering Period, any accumulated payroll deductions will be used
       to automatically exercise my option.

4.     I have received a copy of the complete "MetaCreations Corporation
       1995 Employee Stock Purchase Plan." I understand that my
       participation in the Employee Stock Purchase Plan is in all
       respects subject to the terms of the Plan. I understand that my
       ability to exercise the option under this Subscription Agreement
       is subject to obtaining stockholder approval of the Employee
       Stock Purchase Plan.

5.     Shares purchased for me under the Employee Stock Purchase Plan should be
       issued in the name(s) of (Employee or Employee and spouse only): ______
       __________________________.

6.     I understand that if I dispose of any shares received by me pursuant to
       the Plan within 2 years after the Enrollment Date (the first day of the
       Offering Period during which I purchased such shares) or one year after
       the Exercise Date, I will be treated for federal 



<PAGE>   12

      income tax purposes as having received ordinary income at the time of such
      disposition in an amount equal to the excess of the fair market value of
      the shares at the time such shares were purchased over the price which I
      paid for the shares. I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING
      WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION OF MY SHARES AND I WILL
      MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR OTHER TAX WITHHOLDING
      OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF THE COMMON STOCK.
      The Company may, but will not be obligated to, withhold from my
      compensation the amount necessary to meet any applicable withholding
      obligation including any withholding necessary to make available to the
      Company any tax deductions or benefits attributable to sale or early
      disposition of Common Stock by me. If I dispose of such shares at any time
      after the expiration of the 2-year and 1-year holding periods, I
      understand that I will be treated for federal income tax purposes as
      having received income only at the time of such disposition, and that such
      income will be taxed as ordinary income only to the extent of an amount
      equal to the lesser of (1) the excess of the fair market value of the
      shares at the time of such disposition over the purchase price which I
      paid for the shares, or (2) 15% of the fair market value of the shares on
      the first day of the Offering Period. The remainder of the gain, if any,
      recognized on such disposition will be taxed as capital gain.

7.    I hereby agree to be bound by the terms of the Employee Stock Purchase 
      Plan. The effectiveness of this Subscription Agreement is dependent upon
      my eligibility to participate in the Employee Stock Purchase Plan.

8.    In the event of my death, I hereby designate the following as my 
      beneficiary(ies) to receive all payments and shares due me under the
      Employee Stock Purchase Plan:


NAME:  (Please print)_________________________________________________________
                            (First)         (Middle)               (Last)


--------------------------------        ---------------------------------------
Relationship

                                        ---------------------------------------
                                        (Address)


                                      -2-
<PAGE>   13




Employee's Social
Security Number:                           ____________________________________


Employee's Address:                        ____________________________________

                                           ____________________________________

                                           ____________________________________


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



Dated:_________________________            ____________________________________
                                           Signature of Employee


                                           _____________________________________
                                           Spouse's Signature (If beneficiary 
                                            other than spouse)


                                      -3-
<PAGE>   14




                                    EXHIBIT B


                            METACREATIONS CORPORATION
                       (FORMERLY KNOWN AS METATOOLS, INC.)
                              NOTICE OF WITHDRAWAL



               The undersigned participant in the Offering Period of the
MetaCreations Corporation 1995 Employee Stock Purchase Plan which began on
____________, 19____ (the "Enrollment Date") hereby notifies the Company that he
or she hereby withdraws from the Offering Period. He or she hereby directs the
Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.

                                               Name and Address of Participant:

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------


                                               Signature:


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