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                                                                    Exhibit 10.2


April 14, 2000


Mr. James A. Abate
80 Bay Street Landing, 9N
Staten Island, New York  10301

Dear James:

We are pleased to offer you the full time, regular position of Senior Vice
President, Finance and Operations and Chief Financial Officer with Metacreations
and Metastream.com (the Companies) commencing on or about April 17, 2000. You
will be located in our New York City office and report to the Chief Executive
Officer of the Companies.

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. In addition, you
will receive a targeted annual incentive bonus of at least $50,000, payable
before December 31, 2000, with future bonuses determined by the Compensation
Committees of the Companies' Boards of Directors. Furthermore, you will be
eligible for any benefit programs that are generally available to all employees.

Metacreations will recommend to the Board of Directors that you be granted
200,000 restricted shares of common stock with 25% of such shares to vest and
become unrestricted at the conclusion of one year of employment and 1/36 of the
remaining shares to vest and be released from restriction monthly thereafter.
Additionally, Metacreations will recommend to the Board of Directors that you be
granted a stock option to purchase 100,000 shares of common stock of
Metacreations at the fair market value on the date of grant with vesting
conditioned as per certain performance standards to be mutually agreed to and
otherwise at 25% of the total grant at the end of one year of employment and
1/36 of the remaining grant to vest monthly thereafter.

Metastream.com will recommend to the Board of Directors that you be granted a
stock option to purchase 600,000 shares of common stock of Metastream.com at an
exercise price of $5.00, represented by the Companies as the approximate fair
market value. Options granted will vest at 20% of the total grant upon the date
of grant, 20% at the end of one year of employment and 1/36 of the remaining
grant to vest monthly thereafter, with possible accelerated vesting based upon
achievement of certain performance goals, to be determined later.

The Companies will provide you with a secured loan of up to $1,500,000,
disbursed at your request during the first year of your employment, to assist
with the financing of a home purchase and renovation. The loan is non-interest
bearing and will be due four years from the date that you commence employment at
the Companies. The loan will be secured by the net, after-tax proceeds from the
exercise and sale of incentive stock options and previously restricted common
stock shares that you will receive from the Companies.

In the event you are involuntarily terminated for reasons other than cause
within the first thirty-sic (36) months of your employment, you will receive
base salary continuation, including medical benefits, for six (6) months
following your termination. If you are involuntarily terminated as a result of a
change in control of the Companies and for reasons other than cause, you will
receive
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base salary continuation, including medical benefits, equal in duration to the
Chief Executive Officer of the Companies and otherwise for six (6) months
following your termination.

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

In the event of a change in control of either of the Companies during the first
year of your employment that results in termination without cause, resignation
due to change in control, or a material change in duties, vesting of your
restricted stock and unvested options will be conditionally equal in terms to
that provided the Chief Executive Officer of the Companies and otherwise 50% of
your restricted stock and unvested options will vest and be released from all
restrictions for sale. In the event of a change in control of either of the
Companies after the first year of your employment, vesting of your restricted
stock and unvested options will be conditionally equal in terms to that provided
the Chief Executive Officer of the Companies and otherwise 100% of your
restricted stock and unvested options identified in this agreement will vest and
be released from all restrictions for sale.

In acceptance of the position, please sign and return, prior to your proposed
start date, a copy of this letter, together with a signed copy of the enclosed
Metastream.com standard Employee Invention, Copyright and Secrecy Agreement. You
should send these documents to Diane Filsinger at 498 Seventh Avenue, 18th
Floor, New York, N.Y. 10018.

If you have any questions, please feel free to call me.

Sincerely,


/s/BOB RICE
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Bob Rice
President


Accepted:

/s/JAMES A. ABATE
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James A. Abate