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                                                                   EXHIBIT 10.42

March 20, 1999


Mr. John Racioppi
536 Monterey Drive
Aptos, CA  95003
Via Federal Express

Dear John:

We are pleased to offer you the full time, regular position of Sr.
Vice-president of Worldwide Sales with MetaCreations Corporation (the Company)
commencing on or about April 5, 1999. Our team is excited that you will be
joining us. You will be located at our corporate headquarters in Santa Barbara,
and will report directly to me.

You will be an exempt, salaried employee and your starting base compensation
shall be $16,667 per month, earned semi-monthly and payable on the 15th and last
day of each month. This compensation will be reviewed annually. You will be
eligible for any benefit programs that are generally available to all employees.

You will also be eligible for $15,000 quarterly performance incentive, based on
achievement of established quarter-to-date sales objectives. These will be
determined and agreed upon at the time of your hire. The Company guarantees the
payment of this quarterly bonus for the first two (2) quarters of your
employment. Therefore, beginning in the fourth (4th) quarter, the payout
schedule of the $15,000 quarterly incentive will be as follows:

-       At 95% achievement of plan, you will receive $3,000.
-       At 96% achievement of plan, you will receive $4,000.
-       At 97% achievement of plan, you will receive $5,000.
-       At 98% achievement of plan, you will receive $6,000.
-       At 99% achievement of plan, you will receive $7,000.
-       At 100% achievement of plan, you will receive $ 15,000.

You will also receive an automobile allowance of $600.00 per month, a $50,000
annual Executive Bonus based on the performance of the company, and a $20,000
signing bonus payable within fifteen (15) days of the commencement of your
employment at MetaCreations.



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Additionally, MetaCreations will recommend to the Board of Directors that you be
granted a stock option entitling you to purchase 200,000 shares of the common
stock of the Company at the fair market value on the date of the grant. Options
granted will vest at 25% of the total grant one year from the date of any grant
and, thereafter, the balance shall vest at a rate of 1/36th of the balance per
month. Said options shall be subject to the Company's then operative Stock
Option Plans.

The Company will also provide you with relocation assistance in the form of
reimbursement for reasonable, documented physical relocation expenses incurred
in your move from the Santa Cruz area to the Santa Barbara area, and an interim
housing allowance for up to three (3) months while you are looking for a house.

MetaCreations will provide you with a secured loan of up to $250,000, within the
first year of your employment only, to assist you with the purchase of a home in
the Santa Barbara area. Although the precise terms of the loan and repayment
obligations will be presented to you in a future written document, the loan will
be due four (4) years from the date you commence employment at the Company. The
loan will be secured by a second mortgage on the house and the net, after-tax
proceeds from the exercise and sale of incentive stock options that you will
receive from the Company.

In the event you are involuntarily terminated for reasons other than cause
within the first 24 months of your employment, you shall receive base salary
continuation, including medical benefits, for six (6) months following your
termination, and relocation reimbursement for reasonable, documented physical
costs incurred with your move back to the Bay Area. If you are involuntarily
terminated as a result of a change of control of the Company and for reasons
other than cause, you will to receive base salary continuation, including
medical benefits, for six (6) months following your termination, and relocation
reimbursement for reasonable, documented physical costs incurred with your move
back to the Bay Area.

A change of control shall be defined as the acquisition by any person or entity
of the beneficial ownership, directly or indirectly, of securities of the
Company representing 50% or more of the total voting power represented by the
Company's then outstanding voting securities, the acquisition by any person or
entity of substantially all of the Company's assets, or a merger or
consolidation of the Company with any other corporation where the Company is not
the surviving corporation.

In the event of a change of control of the Company during the first year of your
employment that directly results in your employment being terminated for reasons
other than cause, 50% of your unvested options will vest. In the event of a
change of control of the Company during the second year of your employment that
directly results in your employment being terminated for reasons other than
cause, 100% of your unvested options will vest.



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Nothing in the grant of options or otherwise in this offer of employment should
be construed as a guarantee of continued employment for any set period of time.
As with all MetaCreations employees, either party may end the employment
relationship at any time, with or without cause. Employment at MetaCreations is
strictly at the will of each of the parties. This offer, and the Confidentiality
Agreement, represent the entire agreement between you and MetaCreations
regarding your employment with the Company, and supersede any previous oral or
written agreements. This offer is expressly contingent upon your supplying proof
of your ability to work in the United States in compliance with the Immigration
Reform and Control Act of 1986, within three days of your commencement date.

In acceptance of this position, please sign and return a copy of this letter,
together with a signed copy of MetaCreations' standard Employee Invention,
Copyright and Secrecy Agreement.

We are delighted that you will be joining MetaCreations Corporation. I know I
speak for the rest of the team in saying that we are looking forward to working
with you as you bring your unique and significant skills to the Company.

Sincerely,                                  Accepted:


/s/Gary Lauer                               /s/John Racioppi
----------------------------------          ------------------------------------
Gary Lauer                                  John Racioppi
Chief Executive Officer




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