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                                                              EXECUTION COPY

                        REGISTRATION RIGHTS AGREEMENT

                           Dated as of May 27, 1998

                                 relating to

                Up to $86,250,000 Aggregate Principal Amount
                    of 4.75% Convertible Subordinated
                              Notes due 2003

                                  among

                             Getty Images, Inc.

                                    and

                        BT Alex. Brown Incorporated,
                       BancAmerica Robertson Stephens,
           Donaldson Lufkin & Jenrette Securities Corporation and
                         Hambrecht & Quist LLC

          This Registration Rights Agreement (the "Agreement") is made and
entered into as of May 27, 1998 among Getty Images Inc., a Delaware corporation
(the "Company"), BT Alex. Brown Incorporated BancAmerica Robertson Stephens,
Donaldson, Lufkin & Jenrette Securities Corporation and Hambrecht & Quist LLC
(the "Initial Purchasers"), who have purchased $75,000,000 aggregate principal
amount ($86,250,000 aggregate principal amount if the over-allotment option is
exercised in full) of 4.75% Convertible Subordinated Notes due 2003 (the
"Notes") of the Company pursuant to the Purchase Agreement (as defined below).
          
          This Agreement is made pursuant to a Purchase Agreement, dated May 
20, 1998 (the "Purchase Agreement"), among the Company and the Initial 
Purchasers. In order to induce the Initial Purchasers to enter into the 
Purchase Agreement, the Company has agreed to provide the registration rights 
set forth in this Agreement.  The execution and delivery of this Agreement is 
a condition to closing under the Purchase Agreement.  All defined terms used 
but not defined herein shall have the meanings ascribed to them in the 
Indenture (as defined herein).
          
          The parties hereby agree as follows:
          
          
SECTION 1.  DEFINITIONS
          
          As used in this Agreement, the following capitalized terms shall have
the following meanings:
          
          ACT:  The Securities Act of 1933, as amended.


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          CLOSING DATE:  The last date of original issuance of the Notes.
          
          COMMISSION:  The Securities and Exchange Commission.
          
          COMMON STOCK:  The voting Common Stock, par value $0.01 per share, of
the Company.
          
          DAMAGES PAYMENT DATE:  With respect to the Notes or the Common 
Stock, as applicable, each Interest Payment Date as defined in the Indenture.
          
          EFFECTIVENESS TARGET DATE:  As defined in Section 4 hereof.
          
          EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.
          
          EXEMPT RESALES:  The transactions in which the Initial Purchasers
propose to sell the Notes inside the United States to (i) certain "qualified
institutional buyers" (as such term is defined in Rule 144A under the Act) and
(ii) certain institutional "accredited investors," as defined in Rule 501 of
Regulation D under the Act.
          
          HOLDERS:  As defined in Section 2(b) hereof.
          
          INDENTURE:  The Indenture, dated as of May 27, 1998, between the 
Company and The Bank of New York, as trustee (the "Trustee"), pursuant to 
which the Notes are to be issued, as such Indenture is amended or 
supplemented from time to time in accordance with the terms thereof.
          
          INTEREST PAYMENT DATE:  As defined in the Indenture.
          
          LIQUIDATED DAMAGES: As defined in Section 4 hereof.
          
          NASD:  National Association of Securities Dealers, Inc.
          
          OFFERING MEMORANDUM:  The Offering Memorandum, dated May 20, 1998, 
and all amendments and supplements thereto, relating to the Notes and 
prepared by the Company pursuant to the Purchase Agreement.
          
          PERSON:  An individual, partnership, corporation, limited liability 
company, trust or unincorporated organization, or a government or agency or 
political subdivision thereof.
          
          PRELIMINARY PROSPECTUS:  As defined in Section 3(f) hereof.
          
          PROSPECTUS:  The prospectus included in the Shelf Registration
Statement (as defined herein), as amended or supplemented by any Prospectus
Supplement with respect to the terms of the offering of any portion of the
Transfer Restricted Securities (as defined herein) covered by the Shelf
Registration Statement and by all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material which may be
incorporated by reference into such Prospectus.
          
          PROSPECTUS SUPPLEMENT:  As defined in Section 5(b) hereof.


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          RECORD HOLDER:  (i) With respect to any Damages Payment Date relating
to the Notes each Person who is registered on the books of the Registrar as the
holder of Notes at the close of business on the record date with respect to the
Interest Payment Date on which such Damages Payment Date shall occur and (ii)
with respect to any Damages Payment Date relating to the Common Stock, each
Person who is a holder of record of such Common Stock at the close of business
fifteen (15) days prior to the Damages Payment Date.
          
          SHELF REGISTRATION STATEMENT:  As defined in Section 3(a) hereof.
          
          TIA:  The Trust Indenture Act of 1939, as amended (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.
          
          TRANSFER RESTRICTED SECURITIES:  Each Note and share of Common 
Stock of the Company issuable upon conversion of a Note, until each such Note 
or share (i) has been effectively registered under the Act and disposed of in 
accordance with the Shelf Registration Statement covering it, (ii) is 
distributed to the public pursuant to Rule 144 under the Act, (iii) may be 
sold or transferred pursuant to Rule 144(k) (or any similar provisions then 
in force) under the Act or otherwise or (iv) has otherwise been transferred 
and a new Note or share of Common Stock not subject to transfer restrictions 
under the Act has been delivered by or on behalf of the Company in accordance 
with Section 2 of the Indenture.
          
          UNDERWRITER:  Any Underwriter, placement agent, selling broker, 
dealer manager, qualified independent Underwriter or similar securities 
industry professional.
          
          UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING:  An offering in
which securities of the Company are sold to an Underwriter or with the
assistance of such Underwriter for reoffering to the public on a firm commitment
or best efforts basis.
          
SECTION 2.  SECURITIES SUBJECT TO THIS AGREEMENT
          
          (a)  TRANSFER RESTRICTED SECURITIES.  The securities entitled to 
the benefits of this Agreement are the Transfer Restricted Securities.
          
          (b)  HOLDERS OF TRANSFER RESTRICTED SECURITIES.  A Person is 
deemed to be a holder of Transfer Restricted Securities (each, a "Holder") 
whenever such Person is the registered owner of Transfer Restricted 
Securities.
          
SECTION 3.  SHELF REGISTRATION
          
          (a)  The Company shall cause to be filed with the Commission, on or 
prior to 90 days after the Closing Date a shelf registration statement 
pursuant to Rule 415 under the Act (as amended or supplemented, and including 
the prospectus contained therein, all exhibits thereto and all material 
incorporated by reference therein, the "Shelf Registration Statement") on Form 
S-1 or Form S-3 if the use of such form is then available, to cover resales of 
Transfer Restricted Securities by the Holders thereof who satisfy certain 
conditions relating to the provision of information in connection with the 
Shelf Registration Statement. The Holders of such Transfer Restricted 
Securities shall have provided the representations required pursuant to 
Section 3(f) hereof.  The Company shall use its reasonable best efforts to 
cause such Shelf Registration Statement to be declared effective by the 
Commission on or prior to 180 days after the Closing Date.  The 

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Company shall use its reasonable best efforts to keep such Shelf Registration 
Statement continuously effective for a period ending two years following the 
Closing Date or such shorter period that will terminate when each of the 
Transfer Restricted Securities covered by the Shelf Registration Statement 
shall cease to be a Transfer Restricted Security.  The Company further agrees 
to use its reasonable  best efforts to prevent the happening of any event 
that would cause the Shelf Registration Statement to contain any untrue 
statement of a material fact or omit to state a material fact required to be 
stated therein or necessary to make the statements therein not misleading or 
to be not effective and usable for resale of the Transfer Restricted 
Securities during the period that such Shelf Registration Statement is 
required to be effective and usable.
          
          Upon the occurrence of any event that would cause the Shelf
Registration Statement (i) to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading or (ii) to be not effective and usable for
resale of Transfer Restricted Securities during the period that such Shelf
Registration Statement is required to be effective and usable, the Company shall
as promptly as reasonably practicable file an amendment to the Shelf
Registration Statement, in the case of clause (i), correcting any such
misstatement or omission and in the case of either clause (i) or (ii), use its
reasonable  best efforts to cause such amendment to be declared effective and
such Shelf Registration Statement to become usable as soon as reasonably
practicable thereafter.
          
          (b)   None of the Company nor any of its security holders (other 
than the Holders of Transfer Restricted Securities in such capacity) shall 
have the right to include any of the Company's securities in the Shelf 
Registration Statement.
          
          (c)   If (i) only Notes are to be registered in the Shelf 
Registration Statement and the Holders of a majority in aggregate principal 
amount of the Notes to be registered in the Shelf Registration Statement so 
elect, or (ii) any shares of Common Stock issued upon conversion of Notes are 
to be included in the Shelf Registration Statement and the Holders of a 
majority of the shares of Common Stock to be registered in the Shelf 
Registration Statement so elect, an offering of Transfer Restricted Securities 
pursuant to the Shelf Registration Statement may by effected in the form of 
an Underwritten Offering.  In such event, and if the Underwriter advises the 
Company and the Holders of such Transfer Restricted Securities in writing 
that in their opinion the amount of Transfer Restricted Securities proposed 
to be sold in such offering exceeds the amount of Transfer Restricted 
Securities which can be sold in such offering, there shall be included in such 
Underwritten Offering the amount of such Transfer Restricted Securities which 
in the opinion of such Underwriters can be sold, and such amount or number of 
shares shall be allocated pro rata among the Holders of such Transfer 
Restricted Securities on the basis of the principal amount or number of 
shares of Transfer Restricted Securities requested to be included by such 
Holders.  The Holders of the Transfer Restricted Securities to be registered 
shall pay all underwriting discounts and commissions of such Underwriters.  
The Company shall not be obligated to effect such Underwritten Offering 
unless at least 40% of the outstanding Transfer Restricted Securities are 
included in such Underwritten Offering.  The Company shall not be obligated 
to effect more than one such Underwritten Offering.


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          (d)  If any of the Transfer Restricted Securities covered by the Shelf
Registration Statement are to be sold in an Underwritten Offering, the
Underwriter(s) that will administer the offering will be selected by the Holders
of a majority of the aggregate principal amount of Notes included in the Shelf
Registration Statement and/or the Holders of a majority of shares of Common
Stock included in the Shelf Registration Statement and issued upon conversion of
the Notes; PROVIDED, HOWEVER, that such Underwriter(s) shall be reasonably
satisfactory to the Company.
          
          (e)  Each Holder whose Transfer Restricted Securities are covered 
by a Shelf Registration Statement filed pursuant to this Section 3 agrees, 
upon the request of the Underwriter(s) in any Underwritten Offering, not to 
effect any public sale or distribution of securities of the Company of the 
same class as the securities included in such Shelf Registration Statement, 
including a sale pursuant to Rule 144 under the Act (except as part of such 
registration), during the 10-day period prior to, and during the 90-day period 
beginning on, the closing date of any such Underwritten Offering made pursuant 
to such Shelf Registration Statement, to the extent timely notified in writing 
by such Underwriter(s).
          
          The foregoing provisions of this Section 3(e) shall not apply to 
any Holder of Transfer Restricted Securities if such Holder is prevented by 
applicable statute or regulation from entering into any such agreement; 
PROVIDED, HOWEVER, that any such Holder shall undertake, in its request to 
participate in any such Underwritten Offering, not to effect any public sale 
or distribution of any of its Transfer Restricted Securities commencing on 
the date of sale of such Transfer Restricted Securities unless it has 
provided 90 days' prior written notice of such sale or distribution to the 
Underwriter(s).
          
          (f)  No Holder of Transfer Restricted Securities may include any of 
its Transfer Restricted Securities in any Shelf Registration Statement 
pursuant to this Agreement unless such Holder furnishes to the Company in 
writing, within 10 business days after receipt of a request therefor, such 
information as the Company may reasonably request for use in connection with 
any Shelf Registration Statement or Prospectus or preliminary Prospectus (a 
"Preliminary Prospectus") included therein.
          
SECTION 4.  LIQUIDATED DAMAGES
          
          If (i) the Shelf Registration Statement is not filed with the
Commission on or prior to 90 days after the Closing Date, (ii) the Shelf
Registration Statement has not been declared effective by the Commissioner
within 180 days after the Closing Date (the "Effectiveness Target Date"), or
(iii) the Shelf Registration Statement is filed and declared effective but shall
thereafter cease to be effective or useable for resale without being succeeded
immediately by any additional Shelf Registration Statement filed and declared
effective (each such event referred to in clauses (i) through (iii), a
"Registration Default"), the Company will pay liquidated damages ("Liquidated
Damages") to each Holder of Transfer Restricted Securities who has complied with
such Holder's obligations under this Agreement, during the first 90-day period
immediately following the occurrence of such Registration Default in an amount
equal to one-quarter of one percent (25 basis points) per annum per $1000
principal amount of Notes or $2.50 per annum per 35.078 shares of Common Stock
(subject to adjustment in the event of stock splits, stock recombinations, stock
dividends and the like) constituting Transfer Restricted Securities held by such


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Holder and 50 basis points per annum per $1,000 principal amount of Notes or 
$5.00 per annum per 35.078 shares of Common Stock (subject to adjustment as 
set forth above) constituting Transfer Restricted Securities for any 
additional days during which a Registration Default has occurred and is 
continuing.  All accrued Liquidated Damages shall be paid to Record Holders 
by the Company on each Damages Payment Date in the same manner as the Company 
makes interest payments on the Notes in accordance with Section 2.1 of the 
Indenture.  Following the cure of all Registration Defaults, Liquidated 
Damages will cease to accrue with respect to such Registration Default.  No 
Liquidated Damages shall be payable with respect to any week commencing two 
years or more after the Closing Date. In addition, no Liquidated Damages will 
be payable with respect to a Registration Default of the type referred to in 
clause (iii) above if such Registration Default results from the Company 
exercising its rights in compliance with Section 5(k) of this Agreement, but 
only during the time periods specified in the second proviso of such Section 
5(k).  The Liquidated Damages set forth in this Section 4 shall be the 
exclusive remedy for money damages available to the Holders of Transfer 
Restricted Securities for any Registration Default.
          
          All of the Company's obligations set forth in the preceding paragraph
which are outstanding with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security shall survive
until such time as all such obligations with respect to such security shall have
been satisfied in full.
          
SECTION 5.  REGISTRATION PROCEDURES
          
          In connection with the Shelf Registration Statement, the Company will
use its reasonable best efforts to effect such registration to permit the sale
of the Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution or disposition thereof and pursuant thereto
the Company will:
          
          (a)  prepare and file with the Commission a Shelf Registration 
Statement relating to the registration on Form S-1, or Form S-3 if the use of 
such form is then available, for the sale of the Transfer Restricted 
Securities in accordance with the intended method or methods of distribution 
thereof and shall include all financial statements required to be included or 
incorporated by reference therein; cooperate and assist in any filings 
required to be made with the NASD and use its reasonable best efforts to 
cause such Shelf Registration Statement to be declared effective by the 
Commission and approved by such governmental agencies or authorities as may 
be necessary to enable the selling Holders to consummate the disposition of 
such Transfer Restricted Securities on or prior to 180 days after the Closing 
Date; PROVIDED, HOWEVER, that before filing a Shelf Registration Statement or 
any Prospectus, or any amendments or supplements thereto, the Company will 
furnish to the selling Holders and the Underwriter(s), if any, copies of all 
such documents proposed to be filed (except that the Company shall not be 
required to furnish to a Holder any exhibits to such documents, including 
those incorporated by reference, unless so requested by a Holder in writing), 
and the Company will not file any Shelf Registration Statement or amendment 
thereto or any Prospectus or any supplement thereto to which (i) the 
Underwriter(s), if any, shall reasonably object or (ii) if there are no 
Underwriters and if (A) only Notes are to be registered in the Shelf 
Registration Statement and the Holders of a majority in aggregate principal 
amount of the Notes registered in the Shelf Registration Statement shall 
reasonably object, or (B) any shares of Common Stock



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issued upon conversion of the Notes are included in the Shelf Registration 
Statement and the Holders of a majority of the shares of Common Stock so 
registered in the Shelf Registration Statement shall reasonably object, in 
each such case within five business days after the receipt thereof.  A Holder 
or Underwriter, if any, shall be deemed to have reasonably objected to such 
filing if the Shelf Registration Statement, amendment, Prospectus or 
supplement, as applicable, as proposed to be filed contains any untrue 
statement of a material fact or omits to state a material fact required to be 
stated therein or necessary to make the statements therein not misleading 
which misstatement or omission is specifically identified to the Company in 
writing within such five business days;
          
          (b)  prepare and file with the Commission such amendments and 
post-effective amendments to the Shelf Registration Statement as may be 
necessary to keep the Shelf Registration Statement effective for the 
applicable period set forth in Section 3(a) hereof, or such shorter period as 
will terminate when all Transfer Restricted Securities covered by such Shelf 
Registration Statement have been sold; cause the Prospectus to be 
supplemented by any required supplement thereto (a "Prospectus Supplement"), 
and as so supplemented to be filed pursuant to Rule 424 under the Act and to 
comply fully with the applicable provisions of Rules 424 and 430A under the 
Act in a timely manner; and comply with the provisions of the Act with 
respect to the disposition of all securities covered by such Shelf 
Registration Statement during the applicable period in accordance with the 
intended method or methods of distribution by the sellers thereof set forth 
in such Shelf Registration Statement, Prospectus or Prospectus Supplement;
          
          (c)  if requested by the Holders of Transfer Restricted Securities, 
or if the Transfer Restricted Securities are being sold in an Underwritten 
Offering, the Underwriter(s) of such Underwritten Offering, promptly 
incorporate in the Prospectus, any Prospectus Supplement or post-effective 
amendment to the Shelf Registration Statement such information as the 
Underwriters and/or the Holders of Transfer Restricted Securities being sold 
reasonably agree should be included therein relating to the plan of 
distribution of the Transfer Restricted Securities, including, without 
limitation, information with respect to the principal amount of Transfer 
Restricted Securities being sold to such Underwriter(s), the purchase price 
being paid therefor and any other terms with respect to the offering of the 
Transfer Restricted Securities to be sold in such offering; and make all 
required filings of such Prospectus Prospectus Supplement or post-effective 
amendment as soon as practicable after the Company is notified of the matters 
to be incorporated in such Prospectus, Prospectus Supplement or post-effective 
amendment;
          
          (d) advise the Underwriter(s), if any, and selling Holders promptly 
and, if requested by such Persons, to confirm such advice in writing, (i) 
when the Prospectus or any Prospectus Supplement or post-effective amendment 
to the Shelf Registration Statement has been filed, and with respect to the 
Shelf Registration Statement or any post-effective amendment thereto, when 
the same has become effective, (ii) of any request by the Commission for 
amendments to the Shelf Registration Statement or amendments or supplements 
to the Prospectus or for additional information relating thereto, (iii) of 
the issuance by the Commission of any stop order suspending the effectiveness 
of the Shelf Registration Statement under the Act or of the suspension by any 
state securities commission of the qualification of the Transfer Restricted 
Securities for offering or sale in any jurisdiction, or the initiation of any 
proceeding for any of the preceding purposes, and


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(iv) of the existence of any fact and the happening of any event that makes 
any statement of a material fact made in the Shelf Registration Statement or 
the Prospectus untrue, or that requires the making of any additions to or 
changes in the Shelf Registration Statement or the Prospectus in order to 
make the statements therein not misleading (which advice shall be accompanied 
by an instruction to suspend the use of the Prospectus until the requisite 
changes have been made).  If at any time the Commission shall issue any stop 
order suspending the effectiveness of the Shelf Registration Statement, or any 
state securities commission or other regulatory authority shall issue an 
order suspending the qualification or exemption from qualification of the 
Transfer Restricted Securities under state securities or Blue Sky laws, the 
Company shall use their reasonable best efforts to obtain the withdrawal or 
lifting of such order at the earliest possible time;
          
          (e)  promptly following the filing of any document that is to be 
incorporated by reference into the Shelf Registration Statement or the 
Prospectus subsequent to the initial filing of the Shelf Registration 
Statement, provide copies of such document (excluding exhibits, unless 
requested by a Holder in writing) to the Holders;
          
          (f)  furnish, upon request, to each selling Holder and each of the 
Underwriter(s), if any, without charge, at least one copy of the Shelf 
Registration Statement, as first filed with the Commission, and of each 
amendment thereto, including all documents incorporated by reference therein 
and all exhibits (excluding exhibits to documents incorporated by reference 
therein unless requested by such Holder);
          
          (g)  deliver to each selling Holder and each of the Underwriter(s), 
if any, without charge, as many copies of any Preliminary Prospectus and the 
Prospectus and any amendments or supplements thereto as such Persons may 
reasonably request; the Company consents (except during the continuance of 
any event described in Section 5(d)(iv) above) to the use of any Preliminary 
Prospectus and the Prospectus and any amendments or supplements thereto by 
each of the selling Holders and each of the Underwriter(s), if any, in 
connection with the public offering and the sale of the Transfer Restricted 
Securities covered by any Preliminary Prospectus and the Prospectus or any 
amendments or supplements thereto;
          
          (h)  prior to any public offering of Transfer Restricted Securities, 
cooperate with the selling Holders, the Underwriter(s), if any, and their 
respective counsel in connection with the registration and qualification of 
the Transfer Restricted Securities under the securities or Blue Sky laws of 
such jurisdictions as the selling Holders or Underwriter(s) may reasonably 
request and do any and all other acts or things necessary or advisable to 
enable the disposition in such jurisdiction of the Transfer Restricted 
Securities covered by the Shelf Registration Statement; PROVIDED, HOWEVER, that
the Company shall not be required (i) to register or qualify as a foreign 
corporation where it is not now so qualified, (ii) to take any action that 
would subject it to the service of process in suits, other than as to matters 
and transactions relating to the Shelf Registration Statement, in any 
jurisdiction where it is not now so subject, or (iii) to take any action that 
would subject it to taxation in any jurisdiction in an amount greater than it 
would be so subject without having taken such action;
          
          (i)  cooperate with the selling Holders and the Underwriter(s), if 
any, to facilitate the timely preparation and delivery of certificates 
representing Transfer



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Restricted Securities to be sold and not bearing any restrictive legends; and 
enable such Transfer Restricted Securities to be in such denominations and 
registered in such names as the Holders or the Underwriter(s), if any, may 
request at least two business days prior to any sale of Transfer Restricted 
Securities;
          
          (j)  use its reasonable best efforts to cause the Transfer 
Restricted Securities covered by the Shelf Registration Statement to be 
registered with or approved by such other governmental agencies or 
authorities as may be necessary to enable the seller or sellers thereof or 
the Underwriter(s), if any, to consummate the disposition of such Transfer 
Restricted Securities, subject to the proviso contained in clause (h) above;
          
          (k)  if any fact or event contemplated by clause (d)(v) above shall 
exist or have occurred, prepare a post- effective amendment or supplement to 
the Shelf Registration Statement or related Prospectus or any document 
incorporated therein by reference or file any other required document so that, 
as thereafter delivered to the purchasers of Transfer Restricted Securities, 
the Prospectus will not contain an untrue statement of a material fact or 
omit to state any material fact necessary to make the statements therein not 
misleading; PROVIDED, HOWEVER, that if the Company determines based upon the 
advice of counsel that it is advisable to disclose in the Shelf Registration 
Statement a financing, acquisition or other corporate transaction or other 
material event affecting the Company or its securities, and the Board of 
Directors of the Company (or an executive officer of the Company duly 
authorized for such purpose) shall have determined in good faith that such 
disclosure would not be in the best interests of the Company and its 
stockholders, the Company shall not be required to prepare and file such 
amendment, supplement or document for such period as the Board of Directors of 
the Company shall have determined in good faith is in the best interests of 
the Company and its stockholder; PROVIDED THAT, the Company will be obligated 
to pay Liquidated Damages in accordance with the provisions of Section 4 of 
this Agreement if such period exceeds (i) 90 days in any given two-year 
period or (ii) 45 consecutive days.
          
          (l)  provide a CUSIP number for all Transfer Restricted Securities 
that are Notes not later than the effective date of the Shelf Registration 
Statement and provide the Trustee under the Indenture and/or the transfer 
agent for the Common Stock with printed certificates for the Transfer 
Restricted Securities which are in a form eligible for deposit with the 
Depository Trust Company;
          
          (m)  in connection with an Underwritten Offering, enter into such 
customary agreements (including an underwriting agreement) and take all such 
other actions in connection therewith as may reasonably be required in order 
to expedite or facilitate the disposition of the Transfer Restricted 
Securities pursuant to the Shelf Registration Agreement, in connection with an 
Underwritten Registration, and (i) make such representations and warranties to 
the selling Holders and the Underwriter(s), in form, substance and scope as 
they may reasonably request and as are customarily made by issuers to 
Underwriters in primary underwritten offerings and covering matters including, 
but not limited to, those set forth in the Purchase Agreement; (ii) obtain 
opinions of counsel to the Company and updates thereof in customary form and 
covering matters reasonably requested by the Underwriter(s) of the type 
customarily covered in legal opinions to Underwriters in connection with 
primary underwritten offerings addressed to each selling Holder and the 
Underwriter requesting the same and covering the matters as may be


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reasonably requested by such Holders and Underwriters; (iii) obtain, to the 
extent permitted by Statement on Auditing Standards No. 72 or any successor 
Statement thereto, "cold comfort" letters and updates thereof from the 
Company's independent certified public accountants addressed to the selling 
Holders of Transfer Restricted Securities and the Underwriters requesting the 
same, such letters to be in customary form and covering matters of the type 
customarily covered in "cold comfort" letters to Underwriters in connection 
with primary underwritten offerings; (iv) set forth in full or incorporate by 
reference in the underwriting agreement the indemnification provisions and 
procedures of Section 7 hereof with respect to all parties to be indemnified 
pursuant to said Section; and (v) deliver such documents and certificates as 
may be reasonably requested by the Holders of the Transfer Restricted 
Securities being sold or the Underwriter(s) of such Underwritten Offering to 
evidence compliance with clause (i) above and with any customary conditions 
contained in the underwriting agreement entered into by the Company pursuant 
to this clause (m).  The above shall be done at or prior to each closing 
under such underwriting agreement, as and to the extent required thereunder;
          
          (n)  make available at reasonable times and in a reasonable manner 
for inspection by one representative of the selling Holders of the Transfer 
Restricted Securities, any Underwriter participating in any disposition 
pursuant to such Shelf Registration Statement, and any attorney or accountant 
retained by such representative or any of the Underwriters, all financial and 
other records, pertinent corporate documents and properties of the Company 
and cause the Company's officers, directors and employees to supply all 
information reasonably requested by any such Holder, Underwriter, attorney or 
accountant in connection with such Shelf Registration Statement prior to its 
effectiveness, PROVIDED, HOWEVER, that such representatives, attorneys or 
accountants shall agree to keep confidential (which agreement shall be 
confirmed in writing in advance to the Company if the Company shall so 
request) all information, records or documents made available to such persons 
which are not otherwise available to the general public unless disclosure of 
such records, information or documents is required by court or administrative 
order (of which the Company shall have been given prior notice and an 
opportunity to defend) after the exhaustion of all appeals therefrom, and to 
use such information obtained pursuant to this provision only in connection 
with the transaction for which such information was obtained, and not for any 
other purpose;
          
          (o)  otherwise use its reasonable best efforts to comply with all 
applicable rules and regulations of the Commission, and make generally 
available to its security holders, as soon as practicable, a consolidated 
earnings statement, which consolidated earnings statement shall satisfy the 
provisions of Section 11(a) of the Act, for the twelve-month period (i) 
commencing at the end of any fiscal quarter in which Transfer Restricted 
Securities are sold to Underwriters in a firm commitment or best efforts 
Underwritten Offering or (ii) if not sold to Underwriters in such an offering, 
beginning with the first month of the Company's first fiscal quarter 
commencing after the effective date of the Shelf Registration Statement;
          
          (p)  cause the Indenture to be qualified under the TIA, and, in 
connection therewith, cooperate with the Trustee and the Holders to effect 
such changes to the Indenture as may be required for such Indenture to be so 
qualified in accordance with the terms of the TIA; and execute and use its 
reasonable best efforts to cause the Trustee to


                                     -10-
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execute, all documents as may be required to effect such changes and all 
other forms and documents required to be filed with the Commission to enable 
such Indenture to be so qualified in a timely manner;

          (q)  cause all Transfer Restricted Securities covered by the Shelf 
Registration Statement to be quoted on the Nasdaq National Market or listed 
on such other securities exchange or quotation system on which the Common 
Stock primarily trades if requested by the Holders of a majority in aggregate 
principal amount and/or number of shares of such Transfer Restricted 
Securities or the Underwriters, if any; cause the Notes covered by the Shelf 
Registration Statement to be rated with the appropriate rating agencies, if so 
requested by the Holders of a majority in aggregate principal amount of such 
Notes or the Underwriters; and
          
          (r)  cooperate and assist in any filings required to be made with 
the NASD and in the performance of any due diligence investigation by any 
Underwriter (including any "qualified independent Underwriter" that is 
required to be retained in accordance with the rules and regulations of the 
NASD).
          
          Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading or necessary to cause such
Shelf Registration Statement not to omit a material fact with respect to such
Holder necessary in order to make the statements therein not misleading.
          
          Each Holder agrees by acquisition of such Transfer Restricted 
Securities that upon receipt of any notice from the Company of the existence 
of any fact of the kind described in Section 5(d)(iv) hereof, such Holder will 
forthwith discontinue disposition of Transfer Restricted Securities until 
such Holder's receipt of the copies of the supplemented or amended Prospectus 
contemplated by Section 5(k) hereof, or until it is advised in writing (the 
"Advice") by the Company that the use of the Prospectus may be resumed and 
has received copies of any additional or supplemental filings with respect to 
the Prospectus.  If so directed by the Company, each Holder will deliver to 
the Company (at the Company's expense) all copies, other than permanent file 
copies then in such Holder's possession of the Prospectus covering such 
Transfer Restricted Securities current at the time of receipt of such notice. 
In the event Company shall give any such notice, the time period regarding 
the effectiveness of Shelf Registration Statement set forth in Section 3(a) 
hereof shall be extended by the number of days during the period from and 
including the date of the giving of such notice pursuant to Section 5(d)(iv) 
hereof to and including the date when each selling Holder covered by such 
Shelf Registration Statement shall have received the copies of the 
supplemented or amended Prospectus contemplated by Section 5(k) hereof or 
shall have received the Advice.

SECTION 6.  REGISTRATION EXPENSES
          
          (a)  All expenses incident to the Company's performance of or 
compliance with this Agreement (the "Registration Expenses") will be borne by 
the Company, regardless whether a Shelf Registration Statement becomes 
effective, including without limitation:


                                     -11-
<PAGE>

          (i)    all registration and filing fees and expenses (including 
filings made with the NASD);
          
          (ii)   expenses of compliance with federal securities or state blue 
sky laws;
          
          (iii)  expenses of printing (including, without limitation, expenses 
of printing or engraving certificates for the Transfer Restricted Securities 
in a form eligible for deposit with Depository Trust Company and of printing 
the Prospectus and any Preliminary Prospectus), messenger and delivery 
services and telephone;
          
          (iv)   reasonable fees and disbursements of counsel for the Company 
and for the Holders of the Transfer Restricted Securities (subject to the 
provisions of Section 6(b) hereof);
          
          (v)    fees and disbursements of all independent certified public 
accountants of the Company (including the expenses of any special audit and 
"cold comfort" letters required by or incidental to the preparation and 
filing of a Shelf Registration Statement and Prospectus and the disposition 
of Transfer Restricted Securities);
          
          (vi)   fees and expenses associated with any NASD filing required 
to be made in connection with the Shelf Registration Statement, including, if 
applicable, the fees and expenses of any "qualified independent Underwriter" 
(and its counsel) that is required to be retained in accordance with the 
rules and regulations of the NASD; and
          
          (vii)  fees and expenses of listing the Transfer Restricted 
Securities on any securities exchange or quotation system in accordance with 
Section 5(q) hereof.  
          
          The Company will, in any event, bear its internal expenses 
(including, without limitation, all salaries and expenses of its officers and 
employees performing legal or accounting duties), the expense of any annual 
audit, rating agency fees and the fees and expenses of any Person, including 
special experts, retained by the Company.  The Holders of Transfer Restricted 
Securities shall bear the expense of any broker's commission or Underwriters' 
discount or commission.
          
          (b)  In connection with the Shelf Registration Statement, the 
Company will reimburse the Holders of Transfer Restricted Securities being 
registered pursuant to such Shelf Registration Statement for the fees and 
disbursements of not more than one counsel chosen by the Holders of a 
majority of the principal amount of the Transfer Restricted Securities to be 
included in the Shelf Registration Statement, PROVIDED, HOWEVER, that in the 
case of an Underwritten Offering, such counsel shall be chosen by the Company 
and reasonably acceptable to the Holders of a majority of the Transfer 
Restricted Securities to be included in such Underwritten Offering.



                                     -12-
<PAGE>

          Notwithstanding the provisions of this Section 6(b), each Holder of 
Transfer Restricted Securities shall pay all Registration Expenses to the 
extent required by applicable law.
          
SECTION 7.  INDEMNIFICATION 
          
          (a)  The Company agrees to indemnify and hold harmless each selling 
Holder and each person that controls such selling Holder within the meaning 
of Section 15 of the Act or Section 20 of the Exchange Act (each such person 
an "Indemnified Holder"), from and against any and all losses, claims, 
damages, judgments, liabilities and expenses (including the reasonable fees 
and expenses of counsel and other expenses in connection with investigating, 
defending or settling any such action or claim) as they are incurred which 
arise out of or based upon any untrue statement or alleged untrue statement 
of a material fact contained in the Shelf Registration Statement or the 
Prospectus or any amendment or supplement thereto or any Preliminary 
Prospectus or arising out of or based upon any omission or alleged omission 
to state therein a material fact required to be stated therein or necessary 
to make the statements therein not misleading, except (i) the Company shall 
not be liable to any Indemnified Holder in any such case insofar as such 
losses, claims, damages, judgments, liabilities or expenses arise out of, or 
are based upon any such untrue statement or omission or alleged untrue 
statement or omission based upon information relating to such Indemnified 
Holder furnished in writing by such Indemnified Holder to the Company 
expressly for use therein and (ii) the Company shall not be liable to any 
Indemnified Holder under the indemnity agreement in this Section 7(a) with 
respect to any Preliminary Prospectus to the extent that any such loss, 
claim, damage, judgment, liability or expense results solely from the fact 
that any Indemnified Holder sold Transfer Restricted Securities to a person 
to whom there was not sent or given, at or prior to the written confirmation 
of such sale, a copy of the Prospectus as then amended or supplemented, if 
the Company has previously furnished sufficient copies thereof to the 
Indemnified Holder.

          (b)  If any action or proceeding (including any governmental or 
regulatory investigation or proceeding) shall be brought or asserted against 
any Indemnified Holder with respect to which indemnity may be sought against 
the Company pursuant to this Section 7, such Indemnified Holder shall 
promptly notify the Company in writing, and the Company shall have the right 
to assume the defense thereof, including the employment of counsel reasonably 
satisfactory to such Indemnified Holder and payment of all fees and expenses; 
PROVIDED, HOWEVER, that the omission so to notify the Company shall not 
relieve the Company from any liability that they may have to any Indemnified 
Holder (except to the extent that the Company is materially prejudiced or 
otherwise forfeits substantive rights or defenses by reason of such failure). 
 An Indemnified Holder shall have the right to employ separate counsel in any 
such action or proceeding and to participate in the defense thereof, but the 
fees and expenses of such counsel shall be at the expense of such Indemnified 
Holder unless (i) the Company agrees in writing to pay such fees and 
expenses, (ii) the Company has failed promptly to assume the defense and 
employ counsel satisfactory to the Indemnified Holder or (iii) the named 
parties to any such action or proceeding (including any unpleaded parties) 
include both the Indemnified Holder and the Company and such Indemnified 
Holder shall have been advised in writing by its counsel that representation 
of them and the Company by the same counsel would be


                                     -13-
<PAGE>

inappropriate under applicable standards of professional conduct (whether or 
not such representation has been proposed) due to actual or potential 
differing interests between them (in which case the Company shall not have 
the right to assume the defense of such action on behalf of such Indemnified 
Holder).  It is understood that the Company shall not, in connection with any 
one such action or separate but substantially similar or related actions in 
the same jurisdiction arising out of the same general allegations or 
circumstances, be liable for the fees and expenses of more than one separate 
firm of attorneys (in addition to any local counsel) at any time for such 
Indemnified Holders, which firm shall be designated in writing by the Holders 
of the majority of the aggregate principal amount of Notes and/or the number 
of shares of Common Stock on behalf of such Indemnified Holders, and that all 
such fees and expenses shall be reimbursed as they are incurred.  The Company 
shall not be liable for any settlement of any such action effected without 
the written consent of the Company, but if settled with the written consent 
of the Company, or if there is a final judgment with respect thereto, the 
Company agrees to indemnify and hold harmless each Indemnified Holder from 
and against any loss or liability by reason of such settlement or judgment.  
The Company shall not, without the prior written consent of each Indemnified 
Holder affected thereby, effect any settlement of any pending or threatened 
proceeding in which such Indemnified Holder has sought indemnity hereunder, 
unless such settlement includes an unconditional release of such Indemnified 
Holder from all liability arising out of such action, claim, litigation or 
proceeding.

          (c)  Each Indemnified Holder agrees to indemnify and hold harmless 
the Company, its directors, its officers who sign the Shelf Registration 
Statement and any person controlling the Company within the meaning of 
Section 15 of the Act or Section 20 of the Exchange Act (collectively, the 
"Company Indemnified Parties") to the same extent as the foregoing indemnity 
from the Company to any Indemnified Holder, but only with respect to 
information relating to such Indemnified Holder furnished to the Company in 
writing by such Indemnified Holder, expressly for use in the Shelf 
Registration Statement, Prospectus (or any amendment or supplement thereto), 
or any Preliminary Prospectus.  In case any action shall be brought against 
any Company Indemnified Party based on the Shelf Registration Statement, 
Prospectus (or any amendment or supplement thereto), or any Preliminary 
Prospectus and in respect of which indemnification may be sought against each 
Indemnified Holder pursuant to this Section 7(c), each Indemnified Holder 
shall have the rights and duties given to the Company by Section 7(a) (except 
that if the Company shall have assumed the defense thereof, each Indemnified 
Holder may, but shall not be required to, employ separate counsel therein and 
participate in the defense thereof and the fees and expenses of such counsel 
shall be at the expense of the Indemnified Holder) and the Company 
Indemnified Parties shall have the rights and duties given to the Indemnified 
Holders by Section 7(b).
          
          (d)  If the indemnification provided for in this Section 7 is 
unavailable to any party entitled to indemnification pursuant to Section 7(a) 
or 7(c), then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such 
indemnified party as a result of such losses, claims, damages, judgments, 
liabilities and expenses in such proportion as is appropriate to reflect the 
relative fault of the indemnifying party or parties on the one hand and the 
indemnified party or parties on the other hand in connection with the 
statements or omissions which resulted in such losses, claims, damages, 
judgments, liabilities or expenses, as well as any



                                     -14-
<PAGE>

other relevant equitable considerations.  The relative fault of such 
indemnifying party or parties on the one hand and such indemnified party or 
parties on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the 
omission or alleged omission to state a material fact relates to information 
supplied by such indemnifying party or parties on the one hand or such 
indemnified party or parties on the other, and the parties' relative intent, 
knowledge, access to information and opportunity to correct or prevent such 
statement or omission.  The Indemnified Holders' respective obligations to 
contribute pursuant to this Section 7(e) are several in proportion to the 
respective number of Transfer Restricted Securities they have sold pursuant 
to a Registration Statement, and not joint.
          
          (e)  The Company and each Indemnified Holder agree that it would 
not be just and equitable if contribution pursuant to Section 7(d) were 
determined by pro rata allocation or by any other method of allocation that 
does not take account of the equitable considerations referred to in Section 
7(d).  The amount paid or payable by an indemnified party as a result of the 
losses, claims, damages, liabilities or expenses referred to in the 
immediately preceding paragraph shall be deemed to include, subject to the 
limitations set forth above, any legal or other expenses reasonably incurred 
by such indemnified party in connection with investigating or defending any 
such action or claim.  Notwithstanding the contribution provisions of Section 
7(d), an Indemnified Holder shall not be required to contribute any amount in 
excess of the amount by which the total price at which the Transfer 
Restricted Securities sold by such Indemnified Holder and distributed to the 
public were offered to the public exceeds the amount of any damages which 
such Indemnified Holder has otherwise been required to pay by reason of such 
untrue or alleged untrue statement or omission or alleged omission.  No 
person found guilty of fraudulent misrepresentation (within the meaning of 
Section 11(f) of the Act) shall be entitled to contribution from any person 
who was not found guilty of such fraudulent misrepresentation.
          
          (f)  The Company shall also indemnify each Underwriter 
participating in the distribution (as described in such Shelf Registration 
Statement), their officers and directors and each person who controls such 
persons (within the meaning of Section 15 of the Securities Act or Section 20 
of the Exchange Act) to the same extent as provided above with respect to the 
indemnification of the Holders.
          
          (g)  The indemnity and contribution agreements contained in this 
Section 7 are in addition to any liability that any indemnifying party may 
otherwise have to any indemnified party.
          



                                     -15-
<PAGE>

SECTION 8.  RULE 144A
          
          The Company hereby agrees with each Holder, for so long as any of 
the Notes or shares of Common Stock that are Transfer Restricted Securities 
remain outstanding or, if earlier, two years from the Closing Date, and 
during any such period in which the Company is not subject to Section 13 or 
15(d) of the Exchange Act, to make available to the Initial Purchasers or any 
beneficial owner of the Notes or shares of such Common Stock in connection 
with any sale thereof and any prospective purchaser of such Notes or Common 
Stock from such Initial Purchaser or beneficial owner, the information 
required by Rule 144A(d)(4) under the Act in order to permit resales of such 
Transfer Restricted Securities pursuant to Rule 144A.
          
SECTION 9.  PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
          
          No Holder may participate in any Underwritten Offering hereunder 
unless such Holder (a) agrees to sell such Holder's Transfer Restricted 
Securities on the basis provided in any underwriting arrangements approved by 
the Persons entitled hereunder to approve such arrangements, (b) completes 
and executes all questionnaires, powers of attorney, indemnities, 
underwriting agreements and other documents required under the terms of such 
underwriting arrangements and (c) furnishes the Company in writing 
information in accordance with Section 3(f) and agrees to indemnify and hold 
harmless the Company, its directors, its officers who sign the Shelf 
Registration Statement and any person controlling the Company within the 
meaning of Section 15 of the Act or Section 20 of the Exchange Act to the 
extent contemplated by Section 7(c).
          
SECTION 10.  SELECTION OF UNDERWRITERS
          
          The Holders of Transfer Restricted Securities covered by the Shelf 
Registration Statement who desire to do so may sell such Transfer Restricted 
Securities in an Underwritten Offering in accordance with Section 3(d).  In 
any such Underwritten Offering, the Underwriter(s) that will administer the 
offering will be selected by the Holders of the Transfer Restricted 
Securities included in such offering in the manner specified in Section 3(d); 
PROVIDED, HOWEVER, that such Underwriter(s) shall be reasonably satisfactory 
to the Company.
          
SECTION 11.  MISCELLANEOUS

          (a)  REMEDIES.  Each Holder of Transfer Restricted Securities, in 
addition to being entitled to exercise all rights provided herein, and as 
provided in the Purchase Agreement and granted by law, including recovery of 
damages, will be entitled to specific performance of such Holder's rights 
under this Agreement. The Company agrees that monetary damages would not be 
adequate compensation for any loss incurred by reason of a breach by it of 
the provisions of this Agreement and hereby agrees to waive the defense in 
any action for specific performance that a remedy at law would be adequate.
          
          (b)  NO INCONSISTENT AGREEMENTS.  The Company will not on or after 
the date of this Agreement enter into any agreement with respect to its 
securities that is inconsistent with the rights granted to the Holders of 
Transfer Restricted Securities in this Agreement or otherwise conflicts with 
the provisions hereof. The rights granted to the 


                                     -16-
<PAGE>

Holders of Transfer Restricted Securities hereunder do not in any way 
conflict with and are not inconsistent with the rights granted to the holders 
of the Company's securities under any other agreements.
          
          (c)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement, 
including the provisions of this sentence, may not be amended, modified or 
supplemented, and waivers or consents to departures from the provisions 
hereof except by a written instrument executed by the Company and the Holders 
of a majority in aggregate principal amount of the Notes constituting 
Transfer Restricted Securities affected by such amendment, modification, 
supplement, waiver or departure (provided that, if any such Transfer 
Restricted Securities are shares of Common Stock issued upon conversion of 
Notes, consents by Holders of such shares shall be calculated as if such 
conversions had not taken place).  Notwithstanding the foregoing, a waiver or 
consent to departure from the provisions hereof that relates exclusively to 
the rights of Holders of Transfer Restricted Securities whose securities are 
being sold pursuant to such Shelf Registration Statement and that does not 
directly or indirectly affect the rights of other Holders of Transfer 
Restricted Securities shall be valid only with the written consent of Holders 
of at least 66-2/3% of the Transfer Restricted Securities being sold, in each 
case calculated in accordance with the provisions of Section 3(c).
          
          (d)  NOTICES.  All notices and other communications provided for or 
permitted hereunder shall be made in writing by hand-delivery, first-class 
mail (registered or certified, return receipt requested), telex, telecopier, 
or air courier guaranteeing overnight delivery:

               (i)   if to a Holder of Transfer Restricted Securities, at the 
          address set forth on the records of the Registrar under the Indenture,
          with a copy to the Registrar; and
          
               (ii)  if to the Company or an Initial Purchaser, initially at its
          address set forth in the Purchase Agreement and thereafter at such 
          other address, notice of which is given in accordance with the 
          provisions of this Section.
          
          All such notices and communications shall be deemed to have been 
duly given:  at the time delivered by hand, if personally delivered; five 
business days after being deposited in the mail, postage prepaid, if mailed; 
when answered back, if telexed; when receipt acknowledged, if telecopied; and 
on the next business day, if timely delivered to an air courier guaranteeing 
overnight delivery.

          Copies of all such notices, demands or other communications shall 
be concurrently delivered by the Person giving the same to the Trustee under 
the Indenture at the address specified in the Indenture.
          
          (e)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the 
benefit of and be binding upon the successors and assigns of each of the 
parties, including without limitation and without the need for an express 
assignment, subsequent Holders of Transfer Restricted Securities; PROVIDED, 
HOWEVER, that this Agreement shall not inure to the benefit of or be binding 
upon a successor or assign of a Holder of Transfer Restricted Securities 
unless and to the extent such successor or assign acquired Transfer 
Restricted Securities

                                     -17-
<PAGE>

from such Holder; and provided further that nothing herein shall be deemed to 
permit any assignment, transfer or any disposition of Transfer Restricted 
Securities in violation of the terms of the Purchase Agreement.  If any 
transferee of any Holder shall acquire Transfer Restricted Securities, in any 
manner, whether by operation of law or otherwise, such Transfer Restricted 
Securities shall be held subject to all of the terms of this Agreement and by 
taking and holding such Transfer Restricted Securities such person shall be 
conclusively deemed to have agreed to be bound by and to perform all of the 
terms and provisions of this Agreement and such Person shall be entitled to 
receive the benefits hereof.

          (f)  COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts and by the parties hereto in separate counterparts, each of which 
when so executed shall be deemed to be an original and all of which taken 
together shall constitute one and the same agreement.
          
          (g)  HEADINGS.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
          
          (h)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO 
CONTACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT 
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAW.
          
          (i)  SEVERABILITY.  In the event that any one or more of the 
provisions contained herein, or the application thereof in any circumstance, 
is held invalid, illegal or unenforceable, the validity, legality and 
enforceability of any such provision in every other respect and of the 
remaining provisions contained herein shall not be affected or impaired 
thereby.

          (j)  ENTIRE AGREEMENT.  This Agreement together with the Purchase 
Agreement, the Indenture and the Notes, is intended by the parties as a final 
expression of their agreement and intended to be a complete and exclusive 
statement of the agreement and understanding of the parties hereto in respect 
of the subject matter contained herein.  There are no restrictions, promises, 
warranties or undertakings other than those set forth or referred to herein 
or therein with respect to the registration rights granted by the Company 
with respect to the securities sold pursuant to the Purchase Agreement.  This 
Agreement supersedes all prior agreements and understandings between the 
parties with respect to such subject matter.




                                     -18-
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
          
          
                                        GETTY IMAGES, INC.
          
          
                                        By: [ILLEGIBLE]
                                           ---------------------------
                                        Name:
                                        Title:
          
          
The foregoing Agreement is hereby confirmed and accepted 
as of the date first above written.
          
BT ALEX. BROWN INCORPORATED,
 as Initial Purchaser


By:
   -----------------------------
Name:
Title:

BANCAMERICA ROBERTSON STEPHENS,
 as Initial Purchaser


By:
   -----------------------------
Name:
Title:

DONALDSON, LUFKIN & JENRETTE SECURITIES 
CORPORATION, 
 as Initial Purchaser


By:
   -----------------------------
Name:
Title:

HAMBRECHT & QUIST LLC,
 as Initial Purchaser


By:
   ----------------------------
Name:
Title:

<PAGE>

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


                                        GETTY IMAGES, INC.


                                        By: 
                                           ------------------------
                                        Name: 
                                        Title:


The foregoing Agreement is hereby confirmed and accepted
as of the date first above written.

BT ALEX. BROWN INCORPORATED,
 as Initial Purchaser


By:
   ----------------------------
Name:
Title:

BANCAMERICA ROBERTSON STEPHENS,
 as Initial Purchaser


By:
   ----------------------------
Name:
Title:

DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION,
 as Initial Purchaser


By:
   ----------------------------
Name:
Title:

HAMBRECHT & QUIST LLC,
 as Initial Purchaser


By:
   ----------------------------
Name:
Title:


<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
          
          
                                        GETTY IMAGES, INC.


                                        By: 
                                           --------------------------
                                        Name:
                                        Title:
          
          
The foregoing Agreement is hereby confirmed and accepted 
as of the date first above written.
          
BT ALEX. BROWN INCORPORATED,
 as Initial Purchaser


By:
   -----------------------------
Name:
Title:

BANCAMERICA ROBERTSON STEPHENS,
 as Initial Purchaser


By:
   ------------------------------
Name:
Title:

DONALDSON, LUFKIN & JENRETTE SECURITIES 
CORPORATION,
 as Initial Purchaser


By:
   ------------------------------
Name:
Title:

HAMBRECHT & QUIST LLC,
 as Initial Purchaser


By:
   ------------------------------
Name:
Title:

<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
          
          
                                        GETTY IMAGES, INC.
          
          
                                         By: 
                                            --------------------------
                                         Name:
                                         Title:
          
          
The foregoing Agreement is hereby confirmed and accepted 
as of the date first above written.
          
BT ALEX. BROWN INCORPORATED,
 as Initial Purchaser


By:
   -----------------------------
Name:
Title:

BANCAMERICA ROBERTSON STEPHENS,
 as Initial Purchaser


By:
   -----------------------------
Name:
Title:

DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION,
 as Initial Purchaser


By:
   -----------------------------
Name:
Title:

HAMBRECHT & QUIST LLC,
 as Initial Purchaser


By:
   ----------------------------
Name:
Title:

<PAGE>
          
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
          
          
                                        GETTY IMAGES, INC.
          
          
                                        By: 
                                           ---------------------------
                                        Name:
                                        Title:
          
          
The foregoing Agreement is hereby confirmed and accepted
as of the date first above written.
          
BT ALEX. BROWN INCORPORATED,
 as Initial Purchaser


By:
   -------------------------------
Name:
Title:

BANCAMERICA ROBERTSON STEPHENS,
 as Initial Purchaser


By:
   -------------------------------
Name:
Title:

DONALDSON, LUFKIN & JENRETTE SECURITIES 
CORPORATION,
 as Initial Purchaser


By:
   -----------------------------------
Name:
Title:

HAMBRECHT & QUIST LLC,
 as Initial Purchaser


By:
   -----------------------------------
Name:
Title: