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Maintenance Agreement - Corbis Corp. d/b/a Digital Stock and Get Smart Inc. d/b/a Busy Box Productions and Media Network

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                             MAINTENANCE AGREEMENT

    This Maintenance Agreement ("Agreement") is entered into this 22 day of
May, 1998 ("Effective Date") by and between CORBIS CORPORATION, a Washington
corporation d/b/a/ DIGITAL STOCK with its principal place of business at 15395
S.E. 30th Place, Suite 300, Bellevue, Washington 98007 ("Corbis"), and GET
SMART, INC., a Delaware corporation d/b/a BUSY BOX PRODUCTIONS and MEDIA
NETWORK with its principal place of business at 701 Battery Street, 2nd
Floor, San Francisco, California 94111 ("Busy Box").

                                    RECITALS

    WHEREAS, Corbis and Busy Box entered into a Revised Master Agreement for
Services, dated May 6, 1998 (the "Revised Agreement"), pursuant to which Busy
Box developed an Internet site for Corbis to be located at
www.digitalstock.com (the "Site");

    WHEREAS, Corbis would like Busy Box to operate, maintain, monitor and
update the Site under the terms and conditions set forth in this Agreement;

    WHEREAS, Busy Box would like to operate, maintain, monitor and update the
Site under the terms and conditions set forth in this Agreement;

    NOW, THEREFORE, Corbis and Busy Box hereby agree as follows:

1.  BUSY BOX RESPONSIBILITIES.

    1.1. THE SITE. Busy Box's services with respect to the Site shall include
         all services necessary, appropriate, or as otherwise requested by
         Corbis to operate, maintain, monitor and update the Site 24 hours
         per day, 7 days per week including but not limited to: Internet
         operations; e-commerce operations; image processing; image and
         product updates; bug fixes; Corbis-requested changes, or
         enhancements to Site; and Site monitoring with escalation tools and
         backup options. These services, which are not exhaustive of all
         services, to be provided hereunder, are described in greater detail
         below;

         1.1.1. OVERALL INFRASTRUCTURE. Busy Box will be responsible for
                setting up, operating, maintaining and monitoring the
                infrastructure necessary to operate the Site in accordance
                with current specifications for the Site, as such
                specifications may be updated by Corbis and Busy Box from time
                to time. Such services shall include, but are not limited to,
                the following: database performance tuning and maintenance;
                database backup administration; database installation and
                configuration; database configuration review, calculation of
                optimum parameters; indexing; monitoring performance;
                technical support and bug fixes to keep the Site operating in
                accordance with the Specifications (as defined in the Revised
                Agreement); and recommendations as to Site modifications. At
                a minimum, the Site's infrastructure shall include an OC-3
                Internet connection; adequate server space; adequate rack
                space for servers; sufficient air conditioning for servers;
                back-up power source; and other back-up systems. Corbis
                understands that Busy Box has contracted with ConXioN, an
                Internet access service provider, to provide certain of these
                hosting services. Corbis consents to such arrangements with
                ConXioN, provided that such arrangement shall not relieve
                Busy Box of any of its responsibilities or obligations under
                this Agreement.

         1.1.2. E-COMMERCE. Busy Box will be responsible for all e-commerce
                operations and security on the Site, including but not
                limited to the following:

                1.1.2.1. Operating, maintaining, monitoring and updating all
                         merchant server operations, such as user account
                         set up, transactions, order baskets, check-out,
                         encrypted

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                         credit-card information, and download permissions;

                1.1.2.2. Operating, maintaining, monitoring and updating the
                         secured download site for image files and associated
                         user permissions;

                1.1.2.3. Operating, maintaining, monitoring and updating the
                         Cybercash (VPOS) server and transaction connections
                         to Cybercash for credit card authorizations and
                         posting credit card charges;

                1.1.2.4. Transmitting FPT files to Corbis' Digital Stock
                         division containing order information and encrypted
                         credit card authorizations to enable Digital Stock
                         to fulfill orders and otherwise complete
                         transactions.

         Busy Box will be responsible for all security on the Site related to
                e-commerce operations. Without limiting the foregoing, Busy
                Box expressly acknowledges and agrees that it will be
                responsible for all security related to customer credit card
                information as such information is received, stored and
                transmitted by Busy Box. Busy Box understands that Corbis'
                good will and business reputation will be affected by the
                level of security provided on the Site in processing customer
                orders. To that end, Busy Box agrees that Corbis may specify
                security levels and protocol for Site operations, and Busy
                Box agrees to implement such security and protocol
                immediately upon request. Notwithstanding the foregoing, Busy
                Box shall not be responsible for customer credit card fraud,
                provided that all customer orders are processed through
                Cybercash.

         1.1.3. IMAGE PROCESSING. Busy Box will process and update images for
                the Site on a regular basis, as requested by Corbis. In
                processing and updating images, Busy Box agrees to the
                following:

                1.1.3.1. Busy Box will pre-process all images provided by
                         Corbis. Busy Box agrees that pre-processing
                         includes: Converting images to a specified format;
                         naming images according to specified naming
                         conventions; assigning specified prices to images;
                         mapping relationships among keywords, images and PDF
                         files; maintaining disc image source file and
                         description; conducting a quality assurance check of
                         all of the foregoing. In addition, Busy Box will
                         follow the pre-processing specifications attached
                         hereto as EXHIBIT A.

                1.1.3.2. Busy Box will process all images provided by Corbis.
                         Busy Box agrees that processing includes:
                         Verification of adherence to standards; creating
                         and uploading appropriate CPD files (including
                         multiple resolutions, Photoshop header, watermarked
                         preview image and keywords); CD asset update
                         (including creation of disc icon, PDF files and link
                         from disc area to render appropriate search
                         results); image asset update (including updating
                         search index and multiple "addinventory" function);
                         "What's New" update (including manual HTML coding);
                         and post-production error checking and other quality
                         assurance measures.

                1.1.3.3. Busy Box will update images and CD's as requested by
                         Corbis. Busy Box will endeavor to update images and
                         CD's while providing Internet access to the Site
                         with reasonable minimal interruption. However, in no
                         event will any Site downtime exceed one hour as a
                         result of any image update. Further, Busy Box agrees
                         that any Site downtime resulting from any image
                         update shall occur only between the hours of 1:00
                         a.m. and 3:00 a.m. Pacific Standard Time.

                1.1.3.4. Corbis will provide Busy Box up to twelve (12) disc
                         titles (100 images per title) per month to
                         pre-process and process. These images will be
                         provided on disc


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                         titles of 100 images each on or before the fifteenth
                         day of each month. Busy Box agrees that it will
                         pre-process, process and update these twelve (12)
                         disc titles before the end each month in accordance
                         with this Paragraph 1.1.3. Upon ten (10) days advance
                         notice from Corbis, Busy Box agrees that it will use
                         best efforts to change this processing schedule to
                         accommodate Corbis special events, such as trade
                         shows and special presentations.

         1.1.4. COMPATIBILITY WITH OTHER SITES. Busy Box will maintain
                compatibility and interactivity features between the Site and
                other Internet sites designated by Corbis, including but not
                limited to the site located at www.corbis.com. Such features
                will include, among other possible features, the ability to
                search for images on the Site from the www.corbis.com site.

         1.1.5. PROCURING EQUIPMENT, PRODUCTS AND THIRD-PARTY SERVICES. Busy
                Box will purchase equipment and products,and secure
                third-party services, as necessary and appropriate to operate,
                maintain and update the Site. As provided in Paragraph 3.2
                below, Corbis will reimburse Busy Box for all such equipment,
                products and services, provided that Busy Box must receive
                Corbis' prior approval for any purchase in excess of $500 and
                for all third-party services. Corbis will own all such
                equipment and products as provided in Paragraph 4.3 below.
                Notwithstanding the foregoing, Corbis shall not be
                responsible to reimburse Busy Box for services beyond the
                expiration or termination of this Agreement. (For example, if
                Busy Box enters into an agreement for Internet service for
                one-year, and the Site uses this service for 9 months of that
                one-year term, then Corbis shall reimburse Busy Box only for
                the 9 months of Internet service, not for the entire year.)

         1.1.6. REPORTS. Busy Box agrees to provide Corbis with reports,
                every other week, as to the following items:

                1.1.6.1. Sales from the Site on a CD and image basis;

                1.1.6.2. Customer information;

                1.1.6.3. Images downloaded for comping;

                1.1.6.4. Standard Web traffic reports, as currently provided
                         to Corbis, and browser statistics; and

                1.1.6.5. Such other information as may be reasonable
                         requested by Corbis.

         1.1.7. ADDITIONAL SERVICES. At Corbis' request and discretion, Busy
                Box shall provide up to 15 hours of general services each
                month for buy fixes, text changes and associated HTML
                coding, and other items not otherwise covered in this
                Agreement. Both parties understand and agree that bug fixes
                for items and processes, and text changes and associates HTML
                coding, already covered in this Section 1.1 shall not be
                included in the 15 hours. Busy Box agrees that it will
                provide Corbis with a monthly statement of work services
                provided within the 15 hours which clearly describes the work
                performed. If Corbis does not use the full 15 hours in any
                month, the unused hours will be carried over into the next
                month, provided that such carry-over time may not exceed
                fifteen (15) hours in any given month.

    1.2. BACKUP SITE. Busy Box understands that original Digital Stock site
         will be used as a backup site the "Backup Site") until August 1,
         1998. To that end, Busy Box agrees that it will maintain the
         original Digital Stock site, as such site existed as of the date it
         was replaced by the Site, until August 1, 1998. If, for any reason,
         Corbis determines that the Site is unusable, Corbis will notify Busy
         Box to switch over to the Backup Site, and Busy Box will use best
         efforts to complete the

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         switch over to the Backup Site within one hour of Corbis'
         notification.

2.  PROBLEM REPORTS AND SITE OUTAGES. In the event of problems with or
    outages of the Site, Busy Box will provide the following levels of support:

    2.1. URGENT. Corbis shall designate a problems as "URGENT" if there is an
         outage of the Site, or if the Site is otherwise unusable. Corbis
         will call Busy Box at 1-800-847-7813 to report the URGENT problem,
         and Busy Box will respond to such report within 1 hour of Corbis'
         initial call. Busy Box understands that time is of the essence and
         will use best efforts to correct the reported problem as soon as
         possible. Further, Busy Box will provide Corbis with a status report
         of the problem, including problems with third-party services, as
         least once per hour until the problem is fixed. Busy Box's
         obligations under this Paragraph 2.1 shall be for 24 hours per day, 7
         days per week. Corbis' contact shall be at (425) 649-3440.

    2.2. NOT CRITICAL. Corbis shall designate a problem as "NOT CRITICAL" if
         there is problem with the Site that is not URGENT. Corbis will call
         Busy Box at 1-800-847-7813 or send e-mail to Busy Box at
         notcritical@busybox.com to report the NOT CRITICAL problem, and Busy
         Box will respond to such report within 24 hours of Corbis' initial
         call. Busy Box understands that time is of the essence and will use
         best efforts to correct the reported problem as soon as possible.
         Busy Box will report to Corbis as soon as the problem is corrected.
         Busy Box's obligations under this Paragraph 2.3 shall be for 24 hours
         per day, 7 days per week. Corbis' contact shall be at (425) 649-3440.

    2.3. BUSY BX REPORTS. If Busy Box becomes aware of problems or outages of
         the Site before receiving a call from Corbis, Busy Box will
         immediately report any URGENT problems with the Site to Corbis.
         Further, Busy Box will report all NOT CRITICAL problems promptly
         during normal business hours. Corbis' contact shall be at (425)
         649-3440.

3.  FEES AND COSTS.

    3.1. FIXED FEES. The fixed monthly fee for services described in Sections
         1 and 2 above will be $10,000. Busy Box shall invoice Corbis for
         this amount each month, and corbis will pay such invoices by check
         within 30 days of its receipt of each such invoice.

    3.2. REIMBURSEMENT FOR COSTS. Subject to the terms of Paragraph 1.1.5
         above, Corbis shall reimburse Busy box for its actual out-of-pocket
         costs, without any mark-up thereon. Busy Box shall invoice Corbis
         for reimbursements each month and provide receipts for all such
         costs to be reimbursed. Corbis will pay such invoices by check within
         30 days of its receipt of each such invoice and related receipts.

         3.2.1. Subject to the requirements of Paragraphs 3.2 and 1.1.5,
                Corbis expressly acknowledges and consents to a quarterly
                reimbursement of $8550 for services provided by ConXioN,
                in addition to any usage fees assessed by ConXioN in
                accordance with the applicable ConXioN usage fee schedule.

    3.3. HOURLY FEES. Corbis agrees to pay Busy Box the hourly fee of $150 per
         hour for development time, and $75 per hour for non-development time,
         for services performed that are not described in Sections 1 and 2
         above. Such services may not be performed without Corbis' prior
         consent. Busy Box shall invoice Corbis for such services each month
         and provide a detailed statement of work performed. Corbis will pay
         such invoices by check within 30 days of its receipt of each such
         invoice and statement of work.

4.  OWNERSHIP.

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    4.1. CORBIS CONTENT. Corbis shall provide Busy Box with certain Content, in
         various media (for example, film, paper and digital), as needed to
         operate, maintain and update the Site. Corbis shall provide the Content
         solely for Busy Box's internal use in operating, maintaining and
         updating the Site. Except for such limited use, Busy Box agrees that it
         will not reproduce, display, distribute, incorporate into other works
         or otherwise use the Content in any manner whatsoever. All rights to
         the Content shall remain with Corbis (as owner, agent or as licensee of
         such content). Busy Box will return all Content provided by Corbis upon
         termination or expiration of this Agreement or upon Corbis' request.

         4.1.1. Busy Box agrees that Corbis shall own all copies, reproductions,
                modifications, new versions and derivative works created by Busy
                Box of the Content, including but not limited to cutdowns and
                new versions of Corbis digital images, and edited caption
                information and keywords, but exclusive of quality control,
                processing, and auditing attributes independently created by
                Busy Box. Busy Box will deliver all Content and all copies,
                reproductions, modifications, new versions and derivative works
                created by Busy Box of the Content, to Corbis upon termination
                or expiration of this Agreement or upon Corbis' request.

    4.2. CUSTOMER INFORMATION. Busy Box acknowledges and agrees that Busy Box
         will collect and store Corbis' customer information and that all such
         customer information will be the exclusive property of Corbis. Busy
         Box will deliver all such customer information (including all customer
         information it may have collected and stored for DSC) to Corbis upon
         termination or expiration of this Agreement or upon Corbis' request.
         Busy Box is expressly prohibited from making any use of the customer
         information, except as may be requested by Corbis.

    4.3. EQUIPMENT AND PRODUCTS PURCHASED BY BUSY BOX. Busy Box will be
         purchasing equipment and products under this Agreement, and that Corbis
         will be reimbursing Busy Box for such equipment and products. Busy Box
         acknowledges and agrees that all such equipment and products purchased
         by Busy Box for which Corbis provides reimbursement shall be the
         property of Corbis. All right, title and interest in and to such
         equipment and products shall vest in Corbis upon reimbursement to Busy
         Box as provided in this Agreement.

5.  TERM AND EVENTS UPON TERMINATION.

    5.1. TERM. This Agreement shall be effective as of April 1, 1998 and
         continue for a period of six months. Thereafter, this Agreement shall
         automatically renew on a monthly basis until one party provides the
         other with written notice of termination. Busy Box agrees to provide
         Corbis with no less than 90 days' prior written notice of termination,
         and Corbis agrees to provide Busy Box with no less than 90 days' prior
         written notice of termination.

    5.2. EVENTS UPON NOTICE OF TERMINATION. Upon notice of termination of this
         Agreement, Corbis and Busy Box agree to the following for the fixed
         fees specified in Paragraph 3.1:

         5.2.1. During the 60 days immediately following the notice of
                termination, Busy Box agrees that it will allow no new purchases
                from the Site. However, Busy Box will continue to operate,
                maintain and monitor the Site as otherwise provided herein,
                including but not limited to allowing customers to download
                images which were licensed prior to the notice of termination.

         5.2.2. During the 30 days immediately preceding the termination of this
                Agreement, in order to wind down and close down the Site, Busy
                Box agrees to the following:

                5.2.2.1. In accordance with instructions from Corbis, Busy Box
                         will dismantle the Site;

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                5.2.2.2. In accordance with instructions from Corbis, Busy Box
                         will pack and deliver to Corbis (at Busy Box's expense)
                         all Content (as specified in Section 4.1 above),
                         customer information (other than credit card
                         information), equipment and other such items belonging
                         to Corbis as specified in Section 4 and other
                         provisions of this Agreement;

                5.2.2.3. Busy Box will destroy all customer credit card
                         information;

                5.2.2.4. Busy Box will provide such other reasonable services as
                         requested by Corbis.

         5.2.3. At all times during the 90 days following the notice of
                termination, Busy Box agrees to reasonably cooperate with Corbis
                to wind down and close down the Site.

6.  DEFAULT AND REMEDIES.

    6.1. Corbis shall be in default of this Agreement upon the breach by Corbis
         of any material covenant or obligation of Corbis to be performed under
         this Agreement, if not cured within ten (10) business days after
         receipt by Corbis of written notice thereof. At any time after the
         occurrence of an event of default, Busy Box may (a) terminate this
         Agreement by giving written notice to Corbis; and (b) enforce Corbis'
         performance of the applicable covenants or recover damages for the
         breach thereof.

    6.2. Busy Box shall be in default of this Agreement upon breach by Busy Box
         of any covenant or obligation of Busy Box, if not cured within five (5)
         business days after Busy Box's receipt of written notice thereof. At
         any time after the occurrence of an event of default, Corbis may (a)
         terminate this Agreement by giving written notice to Busy Box, and (b)
         enforce Busy Box's performance of the applicable covenants or recover
         damages for the breach thereof.

    6.3. If this Agreement is terminated before the end of this initial
         six-month term through no fault of Corbis, Busy Box agrees to provide
         Corbis with access to and a license for the Enabling Technologies (as
         defined in the Revised Agreement) such that Corbis will be able to
         operate, maintain, monitor and update the Site to Corbis' reasonable
         satisfaction. Further, Busy Box agrees to use its best efforts to
         enable Corbis to operate, maintain, monitor and update the Site, to
         Corbis' reasonable satisfaction.

    6.4. The remedies provided for herein are cumulative and are in addition to
         all other remedies Corbis or Busy Box may have under applicable law or
         in equity.

7.  RISK OF LOSS. Busy Box agrees that it shall be responsible for and bear all
    risk of loss for all Corbis property, including but not limited to Content,
    customer information, software and hardware, that is in Busy Box's
    possession or control, or in the possession or control of a third party with
    which Busy Box has contracted, including but not limited to ConXioN and
    other Internet access service providers. Busy Box shall indemnify Corbis for
    any loss or damage to Corbis property.

8.  INDEMNIFICATION. Busy Box expressly acknowledges and agrees that it is
    responsible for processing all credit card transactions conducted on the
    Site, including the security of receiving, storing and transmitting credit
    card information, and will indemnify, defend and hold Corbis harmless from
    all liabilities, costs and expenses, including reasonable attorneys' fees,
    incurred as a result of Busy Box's actions, inaction and/or security in
    processing credit card transactions, including the security of receiving,
    storing and transmitting credit card information.

9.  CONFIDENTIALITY.

    9.1. Each party hereto (the "Disclosing Party") will disclose to the other
         party ("Recipient") information in connection with the performance of
         this Agreement. All non-public information

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          disclosed by the Disclosing Party to the Recipient during the term
          of this Agreement, including but not limited to technical and
          business information relating to Disclosing Party's products,
          research and development, production, costs, engineering processes,
          profit or margin information, finances, customers, marketing, and
          future business plans, shall be deemed "Confidential Information."
          In addition, "Confidential Information" shall include all
          Confidential Information disclosed by DSC and Busy Box during the
          term of the Master Agreement. All Confidential Information shall
          remain the sole property of Disclosing Party, and Recipient shall
          have no rights to or in the Confidential Information. Recipient
          shall hold the Confidential Information in strict confidence.
          Recipient shall not make any disclosure of the Confidential
          Information to anyone without the express written consent of
          Disclosing Party, except (i) to employees, consultants, advisors or
          agents to whom disclosure is necessary to the performance of this
          Agreement, or the conduct of Recipient's business, and who shall be
          bound by the terms hereof; or ((ii) in the context of any
          administrative or judicial proceeding, provided that prior written
          notice of such required disclosure and an opportunity to oppose or
          limit disclosure is given to Disclosing Party.

    9.2.  After termination of this Agreement, upon written request, Recipient
          shall return, within ten (10) business days, all originals and copies
          any requested Confidential Information disclosed by Disclosing Party
          which has been fixed in any tangible means of expression.

    9.3.  Notwithstanding the other provisions of this Agreement, nothing
          received by Recipient shall be considered to be  Confidential
          Information of the other, if: (i) it has been published or is
          otherwise readily available to the public other than by a breach of
          this Agreement; (ii) it has been rightfully received by Recipient from
          a third party without confidentiality limitations; or (iii) it was
          known to Recipient prior to its first receipt by Recipient, as shown
          by files existing at the time of initial disclosure.

    9.4.  The confidentiality obligations under this Section 9 shall be in
          effect for a period of five (5) years from the Effective Date.

10. GENERAL PROVISIONS

    10.1. ASSIGNMENT. This Agreement shall be binding upon the parties, their
          heirs, representatives, executors, administrators, successors,
          licensees and assigns. Notwithstanding the foregoing, Busy Box shall
          not, without the prior written consent of Corbis, sell, assign or
          otherwise transfer this Agreement or any right or obligation
          hereunder, without the prior written consent of Corbis.

    10.2. SEVERABILITY. If any provision or any part of a provision of this
          Agreement shall be held invalid or unenforceable, such invalidity
          or unenforceability shall not invalidate or render unenforceable
          this entire Agreement, but rather the entire provision or this
          Agreement shall be construed as if not containing the particular
          invalid or unenforceable provision or provisions, and the rights
          and obligations of the parties shall be construed and enforced
          accordingly.

    10.3. SURVIVAL OF TERMS. Notwithstanding any provision of this Agreement
          to the contrary, Sections 4, 5.2, 7, 8 and 9 will survive the
          expiration or termination of this Agreement.

    10.4. NOTICES. All notices hereunder shall be in writing and shall be
          deemed given when sent by certified or registered mail, return
          receipt requested, postage prepaid, addressed as follows:

          If to Busy Box:

          Get Smart, Inc.
          701 Battery Street, 2nd Floor
          San Francisco, CA 94111
          Attention: Rosanne Esposito, President
          Fax: (415) 283-1806


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          If to Corbis:

          Corbis Corporation
          15395 S.E. 30th Place, Suite 300
          Bellevue, WA 98007
          Attention: Director of Products and Systems, Corbis Images
          Fax: (425) 746-1618

          With a copy to the General Counsel
          Fax: (425) 746-1618

          or such other address as a party may so designate by written notice
          in the manner provided herein.

    10.5. ENTIRE AGREEMENT. Each party acknowledges that it has read this
          Agreement and agrees to be bound by its terms. This Agreement and
          the Revised Agreement are the complete and exclusive agreements and
          understandings between the parties concerning the subject matter
          hereof, which supersede all previous understandings, negotiations
          and proposals, whether oral or written. No modification, amendment,
          consent or discharge in connection with this Agreement or its
          provisions shall be binding upon either party unless in writing and
          signed by the party sought to be charged with the same.

    10.6. GOVERNING LAW. This Agreement shall be governed and interpreted
          under the laws of the State of California. Any and all disputes
          arising under this Agreement shall be finally decided through
          arbitration before Judicial Arbitration and Mediation Services,
          Inc. ("JAMS/Endispute") in accordance with JAMS/Endispute rules and
          procedures, and judgment on any JAMS/Endispute award may be entered
          in any court having jurisdiction over the parties or their assets.

    10.7. INDEPENDENT PARTIES. The parties hereto are independent contracting
          parties, and no partnership, joint venture, agency or other form of
          agreement or relationship is intended.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized representatives as of the date first
written above.


CORBIS CORPORATION                     GET SMART, INC.
                                       d/b/a BUSY BOX and MEDIA NETWORK


By: /s/ Leslie Hughes                  By: /s/ Rosanne Esposito
    ------------------------------         ------------------------------
    Leslie Hughes                          Rosanne Esposito
    Vice President, Corbis Images          President


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