(1) GETTY INVESTMENTS L.L.C.

                       (2) THE INVESTORS NAMED HEREIN

                       (3) GETTY IMAGES, INC.



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                        RESTATED SHAREHOLDERS AGREEMENT

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<PAGE>
                                      
                                   CONTENTS


CLAUSE                                                                      PAGE


1.   INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

2.   VOTING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .4

3.   PLEDGE OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . . .4

4.   PERMITTED TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . .4

5.   TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

6.   TRANSFERS - GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . .6

7.   LOCK-UP - CREDITON. . . . . . . . . . . . . . . . . . . . . . . . . . . .7

8.   LOCK-UP - OCTOBER TRUST . . . . . . . . . . . . . . . . . . . . . . . . .8

9.   STOCK CERTIFICATE LEGEND. . . . . . . . . . . . . . . . . . . . . . . . 10

10.  NON-COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

11.  APPOINTMENT OF CHAIRMAN OF GETTY IMAGES . . . . . . . . . . . . . . . . 10

12.  TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

13.  TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

14.  CONSEQUENCES OF TERMINATION . . . . . . . . . . . . . . . . . . . . . . 11

15.  FURTHER ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

16.  GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

17.  RESTRICTIVE TRADE PRACTICES ACT . . . . . . . . . . . . . . . . . . . . 12

18.  SATISFACTION OF LEGAL REQUIREMENTS. . . . . . . . . . . . . . . . . . . 12

19.  ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

20.  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

21.  GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

22.  COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

<PAGE>

23.  POWER TO APPOINT, REMOVE AND REPLACE A DIRECTOR OF GETTY INVESTMENTS. . 13

24.  CHAIRMAN OF BOARD OF GETTY INVESTMENTS. . . . . . . . . . . . . . . . . 14


<PAGE>


THIS AGREEMENT is made on               1998

BETWEEN:

(1)    GETTY INVESTMENTS L.L.C. a limited liability company organised pursuant
       to the Delaware Limited Liability Company Act whose principal office is
       at 1325 Airmotive Way, Reno, Nevada 89502-3240 ("GETTY INVESTMENTS");

(2)    THOSE PERSONS whose names and addresses are set out in Exhibit A hereto
       (the "INVESTORS"); AND

(3)    GETTY IMAGES, INC, a company incorporated and existing under the laws of
       Delaware, with its principal office at 500 North Michigan Avenue, Suite
       1700, Chicago, Illinois, 60611 U.S.A. ("GETTY IMAGES").

WHEREAS

(A)    On 8 July 1996 Getty Investments and the Investors entered into a
       Shareholders Agreement as amended by a Supplemental Agreement dated 1
       November 1996 (collectively the "ORIGINAL SHAREHOLDERS AGREEMENT") to
       regulate the conduct of Getty Investments and the Investors in relation
       to their direct and indirect investments in Getty Communications plc
       ("GETTY COMMUNICATIONS").

(B)    The share capital of Getty Communications was divided into A Shares and B
       Shares.  The A Shares and the B Shares had identical rights attached to
       them apart from the voting rights where the B Shares had ten votes per
       share and the A Shares had one vote per share.

(C)    Getty Investments and the Investors owned 100% of the issued and
       allotted B Shares in Getty Communications.

(D)    On 15 September 1997 Getty Communications entered into a merger
       agreement (the "MERGER AGREEMENT") with PhotoDisc, Inc ("PHOTODISC"). 
       Pursuant to the terms of the Merger Agreement Getty Images was formed
       and (i) pursuant to a scheme of arrangement (the "SCHEME OF
       ARRANGEMENT") each issued B Share of Getty Communications was converted
       into one A Share of Getty Communications, each A Share of Getty
       Communications was then transferred to Getty Images and the holders of
       Getty Communications A Shares were issued one share of Common Stock for
       every two Getty Communications A Shares held and Getty Communications
       became a wholly owned subsidiary of Getty Images; and (ii) PhotoDisc
       was merged with and into a wholly owned subsidiary of Getty Images
       ("MERGERSUB") with MergerSub as the surviving corporation.

(E)    Following completion of the Merger Agreement Getty Investments has,
       through its ownership of Common Stock, a [  ]% interest in Getty Images.

<PAGE>

(F)    THIS AGREEMENT is intended to regulate the conduct of Getty Investments
       and the Investors in relation to their direct and indirect investments
       in Getty Images.  By this Agreement the parties wish to restate the
       Original Shareholders Agreement in full.

THE PARTIES AGREE in consideration of the mutual terms, covenants and conditions
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, as follows:

1.     INTERPRETATION

1.1    In this Agreement:

       "AFFILIATE" means, with respect to any Person, any other Person
       directly or indirectly Controlling, directly or indirectly Controlled
       by or under direct or indirect common Control with such Person;

       "CLOSING PRICE" means with respect to Common Stock, the last reported
       sale price on a Trading Day or, in case no such sale takes place on
       such day, the average of the reported closing bid and asked prices as
       reported on the New York Stock Exchange Composite Tape, or, if such
       sales are not so reported, the reported last sale price or, if no such
       sale takes place on such day, the average of the reported closing bid
       and asked prices on the principal national securities exchange on which
       the Common Stock is listed or admitted to trading, or if not listed or
       admitted to trading on any national securities exchange, on the
       National Association of Securities Dealer Automated Quotations
       ("NASDAQ") National Market System, or if the Common Stock is not quoted
       on such National Market System, the average of the closing bid and
       asked prices in the over-the-counter market as furnished by any New
       York Stock Exchange member firm selected by Getty Images for that
       purpose;

       "COMMON STOCK" means the shares of Common Stock, par value $0.01 per
       share of Getty Images;

       "CONTROL" means, with respect to any Person, the possession, directly
       or indirectly, of the power to direct or cause the direction of the
       management or policies of the controlled Person, whether through equity
       ownership, by contract or otherwise;

       "CONTROLLING PERSON" means, as to any Person, any one or more Persons who
       Control such Person;

       "CREDITON" means Crediton Limited and the "Permitted Transferees" of the
       Common Stock held by Crediton (if any) pursuant to this Agreement;

       "GETTY INVESTMENTS" means Getty Investments and the "Permitted
       Transferees" of the Common Stock held by Getty Investments (if any)
       pursuant to this Agreement;

       "GROUP" means Getty Images and each Subsidiary thereof;

<PAGE>

       "INVESTORS" means the Investors listed in Exhibit A hereto, together with
       the respective Permitted Transferees of the Common Stock held by such
       Persons (if any) pursuant to this Agreement;

       "OCTOBER TRUST" means the Trustees of the October 1993 Trust and the
       "Permitted Transferees" of the Common Stock held by the October Trust
       (if any) pursuant to this Agreement;  October Trust is the beneficial
       owner of the Common Stock which is registered in the name of Abacus
       C.I. Limited as trustee of the October 1993 Trust ("ABACUS");

       "PARTY" means any party to this Agreement or a Person who becomes a Party
       pursuant to the provisions of this Agreement;

       "PERMITTED TRANSFEREE" means a Person who is a "permitted transferee" of
       Common Stock as set forth in clauses (iii) (with reference to members of
       the Getty Group only) and (iv) of the definition of Permitted Transferee
       under the Stockholders' Agreement;

       "PERSON" means an individual, corporation, general or limited
       partnership, limited or unlimited liability company, trust,
       association, unincorporated organisation, government or any authority,
       agency or body thereof, or other entity and any legal personnel
       representative successors and lawful assigns of any of them;

       "REGISTRATION RIGHTS AGREEMENTS" means the Registration Rights Agreements
       dated - among Getty Images, October Trust, Crediton, Getty Investments
       [and -];

       "STOCKHOLDERS' AGREEMENT" means the Stockholders' Agreement dated -
       between Getty Images and (a) Getty Investments, Mark Getty, Jonathan
       Klein, Crediton Limited and October 1993 Trust and (b) PDI, L.L.C.,
       Mark Torrance and Wade Torrance;

       "TRADING DAY" means a weekday (except for public holidays and Sundays)
       on which the New York Stock Exchange is open for business; and

       "TRANSFER" means to sell, assign, pledge, grant a security interest in,
       otherwise dispose of, of agree to do any of the foregoing with respect to
       the Common Stock.

1.2    In this Agreement, a reference to:

1.2.1  a "SUBSIDIARY" or "HOLDING COMPANY" is to be construed in accordance
       with section 736 of the Companies Act 1985;

1.2.2  a statutory provision includes a reference to the statutory provision
       as modified or re-enacted or both from time to time whether before or
       after the date of this Agreement and any subordinate legislation made
       under the statutory provision whether before or after the date of this
       Agreement;

1.2.3  a clause or schedule, unless the context otherwise requires, is a
       reference to a clause of or schedule to this Agreement; and

<PAGE>



1.2.4  a document is a reference to that document as from time to time
       supplemented or varied.

1.3    The headings in this Agreement do not affect its interpretation.

2.     VOTING ARRANGEMENTS

       The Parties hereto hereby agree that they shall exercise the voting
       rights associated with their Common Stock in such manner as they shall
       be directed to do so by the Board of Directors of Getty Investments
       from time to time.

2.1    Such direction shall be given by notice in writing sent by Getty
       Investments to the Party in question.  Any such notice may require the
       Party in question to appoint any Person nominated by Getty Investments as
       such Party's proxy to attend and vote the Common Stock on behalf of such
       Party at any shareholders' meeting of Getty Images.

3.     PLEDGE OF COMMON STOCK

       No Party shall, except with the prior written consent of the other
       Parties (such consent not to be unreasonably withheld), pledge,
       mortgage, charge or otherwise encumber any Common Stock or any interest
       in any Common Stock, or grant an option over any Common Stock or any
       interest in any Common Stock.

4.     PERMITTED TRANSFERS

4.1    A Party may at any time Transfer all/or any of its Common Stock (the
       "RELEVANT STOCK") to a Permitted Transferee.  The Permitted Transferee
       may at any time Transfer all the Relevant Stock back to the said Party
       or another Permitted Transferee of the said Party.

4.2    If Relevant Stock has been Transferred under Clause 4.1 (whether
       directly or by a series of Transfers) by a Party (the "TRANSFEROR"
       which expression shall include a second or subsequent Transferor in the
       case of a series of Transfers) to its Permitted Transferee (the
       "TRANSFEREE") and subsequently the Transferee ceases to be a Permitted
       Transferee pursuant to this Agreement then the Transferee shall
       forthwith Transfer the Relevant Stock back to the Transferor or at the
       Transferor's option to another Permitted Transferee.  If the Transferee
       fails to Transfer the Relevant Stock within thirty days of the
       Transferee ceasing to be a Permitted Transferee then the Transferee
       shall be deemed to have served a Transfer Notice pursuant to Clause 5
       in respect of all the Relevant Stock, with the Transfer Price being
       determined pursuant to Clause 5.2.3.  The Transfer Notice shall not be
       withdrawn in any circumstances.

5.     TRANSFERS

5.1    Subject to Clause 4, a Party (the "VENDOR") who wishes to Transfer any
       Common Stock or any interest in any Common Stock shall give notice in
       writing (the "TRANSFER NOTICE") to Getty Investments of its desire to do
       so.

<PAGE>

5.2    The Transfer Notice:

5.2.1  shall specify the identity of a bona fide purchaser (the "PURCHASER")
       or that the Common Stock is to be Transferred pursuant to the exercise of
       rights under the Registration Rights Agreement or other securities law
       exemption;

5.2.2  shall specify the number of shares desired to be Transferred (the
       "OFFERED STOCK");

5.2.3  shall specify the bona fide price per share which the Purchaser is
       willing to pay for the Offered Stock or in the case of a Transfer
       pursuant to the exercise of rights under the Registration Rights
       Agreement the average of the Closing Prices on the ten previous Trading
       Days;

5.2.4  shall, without prejudice to the right of Getty Investments to purchase
       all or any part thereof, constitute Getty Investments by its Directors
       as the Vendor's agents to offer and sell the Offered Stock in accordance
       with the terms of this Agreement at the price per share specified in the
       Transfer Notice; and

5.2.5  shall not be withdrawn except as provided in paragraph 5.5.2(a).

5.3    Getty Investments shall serve a copy of the Transfer Notice on each of
       the Parties hereto (other than the Vendor) which are then stockholders
       of Getty Images ("MEMBER") which term shall include Getty Investments if
       it is then a member of Getty Images with the request that each Member
       informs Getty Investments in writing within 7 days whether it wishes to
       purchase any of the Offered Stock.  Each such Member shall be entitled
       to accept (either itself or by nominating one or more Permitted
       Transferees) such number of the Offered Stock as bears the same
       proportion to the total Offered Stock as the number of shares of Common
       Stock already held by such Member calculated as a percentage of the
       total Common Stock held by all Members (other than those held by the
       Vendor).  Any balance of the Offered Stock not so accepted shall be
       offered again to the remaining Members who wish to accept (either
       themselves or through their nominating one or more Permitted
       Transferees) Offered Stock on a similar basis.

5.4    For the purpose of Clauses 5.4 to 5.6, the term "the Offer" relates to
       any offer pursuant to Clause 5.3 and the term "Stockholder" includes any
       Person who accepts an offer pursuant to Clause 5.3.  If the Offer is
       accepted in respect of all of the Offered Stock Getty Investments shall
       forthwith give notice (the "ALLOCATION NOTICE") of the acceptance of the
       Offer to the Vendor and to each Stockholder.  The Allocation Notice
       shall specify:

5.4.1  the price of the Offered Stock (the "TRANSFER PRICE");

5.4.2  the number of shares of Offered Stock to be transferred to each
       Stockholder to whom the Offered Stock has been allocated; and

<PAGE>

5.4.3  the place and time (being not earlier than fourteen and not later than
       twenty-eight days after the date of the Allocation Notice) at which the
       Transfer Price is to be paid by the Stockholders and the Offered Stock is
       to be transferred by the Vendor.

5.5    If the Members or their nominees do not accept the Offer to purchase all
       of the Offered Stock in accordance with Clauses 5.2 and 5.3, then the
       following provisions shall apply:

5.5.1  Getty Investments shall notify that fact to the Vendor; and

5.5.2  the Vendor may either:

       (a)  withdraw the Transfer Notice and cancel Getty Investments'
            authority to sell the Offered Stock by delivering to Getty
            Investments a written notice of withdrawal but where applicable may
            continue to sell the Offered Stock pursuant to the Registration
            Rights Agreement; or

       (b)  may before the expiration of 30 days after receiving the
            notification referred to in paragraph 5.5.1 elect by notice in
            writing to Getty Investments to Transfer the Offered Stock which
            Members or their nominees have accepted to such Members or their
            Nominees in the amounts which they have respectively accepted and
            with regard the remainder to the Purchaser at the Transfer Price
            and otherwise on terms no more favourable than those offered to the
            relevant Members and subject to the condition that the Purchaser
            must enter into a deed with the Parties hereto agreeing to
            discharge in full any outstanding obligations of the Vendor towards
            the Parties hereto and otherwise in accordance with Clause 6.3; and

       in all cases the Vendor shall be bound by the applicable provisions of
       the Stockholders Agreement.

5.6    The Vendor shall be bound to Transfer such number of the shares of
       Offered Stock as have been allocated pursuant to paragraph 5.4 above
       against tender of the Transfer Price in accordance with the terms of
       the Allocation Notice.

6.     TRANSFERS - GENERAL

6.1    An obligation to Transfer an Common Stock pursuant to these provisions
       shall be deemed to be an obligation to Transfer the entire legal and
       beneficial interest in the Common Stock free from all liens, mortgages,
       charges, encumbrances and other third party rights of whatever nature.

6.2    The Directors of Getty Images shall register the Transfer of Common
       Stock to any Person only if the Transfer has been carried out in
       accordance with this Agreement and the Stockholders' Agreement and in
       no other circumstances.

6.3    The Parties shall procure that any Transfer or pledge or grant of any
       option over Common Stock in accordance with this Agreement and, in the
       case of Permitted

<PAGE>

       Transferees, the Stockholders' Agreement shall be subject to the
       following conditions which must be satisfied prior to such Transfer,
       pledge or grant:

6.3.1  the Transferee, pledgee or grantee shall execute a deed confirming to
       the other Parties that it shall be bound by this Agreement and, in the
       case of Permitted Transferees, the Stockholders' Agreement in respect
       of the Common Stock Transferred, pledged or granted as if it was a
       Party; and

6.3.2  the Transferring, pledging or granting Party (which expression shall
       include a second or subsequent Transferor, pledgee or grantee in a
       series of Transfers, pledges or grants) shall be jointly and severally
       liable with the Transferee for its obligations pursuant to this
       Agreement and, in the case of Permitted Transferees, the Stockholders'
       Agreement.

7.     LOCK-UP - CREDITON

7.1    Subject to Clause 7.2, in respect of the 50% of the number of shares of
       Common Stock set opposite its name in Exhibit A hereto (the "CREDITON
       LOCK-UP STOCK"), Crediton agrees not to Transfer (other than to a
       Permitted Transferee in accordance with this Agreement) any of the
       Crediton Lock-up Stock until 8 July 2001 and thereafter for a further
       period of two years not to Transfer (other than to a Permitted
       Transferee in accordance with this Agreement) more than 50% of the
       Crediton Lock-up Stock.

7.2    The following exceptions to Clause 7.1 are hereby agreed:

       (a)  if Jonathan D. Klein ceases to be employed by the Group then
            Crediton will be released from its obligations in Clause 7.1;

       (b)  if any Party other than the October Trust Transfers (other than to
            a Permitted Transferee in accordance with this Agreement) any
            Common Stock then Crediton will be released from its obligations
            under Clause 7.1 in respect of such Common Stock that is the same
            percentage of all the Creditor Lock-up Stock (or after 8 July 2001
            the same percentage as half the Crediton Lock-up Stock), as the
            percentage that the Common Stock being sold is of all the Common
            Stock held by the Parties other than Crediton and October Trust; and

       (c)  if the Common Stock held by the Parties (other than Crediton and the
            October Trust) ceases to represent 10% or more of the total Common
            Stock of Getty

       Images outstanding from time to time then Crediton shall be released
       from its obligations under Clause 7.1.

7.3    In consideration of the agreement set forth above:

       (a)  Getty Investments will pay to Crediton an annual fee according to
            the Schedule provided in paragraph (b).

<PAGE>

       (b)  The fees payable under paragraph (a) shall be as follows:

            YEAR BEGINNING      FEE AMOUNT

            08/07/97            L267,500 multiplied by (1+2/3 RPI increase
                                from May 1996 to May 1997)

            08/07/98            Fee payable at 08/07/97 multiplied by (1+2/3
                                RPI increase from May 1997 to May 1998)

            08/07/99            Fee payable at 08/07/98 multiplied by
                                97,000/267,500 and further multiplied by (1+2/3
                                RPI increase from May 1998 to May 1999)

            08/07/00            Fee payable at 08/07/99 multiplied by (1+2/3
                                RPI increase from May 1999 to May 2000)

            08/07/01            Fee payable at 08/07/00 multiplied by (1+2/3
                                RPI increase from May 2000 to May 2001)

            08/07/02            Fee payable at 08/07/01 multiplied by (1+2/3
                                RPI increase from May 2001 to May 2002)


       (c)  Such annual fee will be payable in advance on 8 July of each year.

8.     LOCK-UP - OCTOBER TRUST

8.1    Subject to Clause 8.2, in respect of 50% of the number of shares of
       Common Stock set opposite its name in Exhibit A hereto (the "OCTOBER
       LOCK-UP STOCK"), the October Trust agrees not to Transfer (other than
       to a Permitted Transferee in accordance with this Agreement) any of the
       October Lock-up Stock until 8 July 2001 and thereafter for a further
       period of two years not to Transfer (other than to a Permitted
       Transferee in accordance with this Agreement) more than 50% of the
       October Lock-up Stock.

8.2    The following exceptions to Clause 8.1 are hereby agreed:

       (a)  if Mark H. Getty ceases to be employed by - then the October Trust
            will be released from its obligations in Clause 8.1;

       (b)  if any Party other than Crediton Transfers (other than to a
            Permitted Transferee in accordance with this Agreement) any Common
            Stock then the October Trust will be released from its obligations
            under Clause 8.1 in respect of the Common Stock that is the same
            percentage of all the October Trust Lock-up Stock (or after 8 July
            2001 the same percentage as half the October Trust Lock-up Stock)
            as the percentage that the Common Stock being sold is

<PAGE>

            of all the Common Stock held by the Parties other than Crediton and
            October Trust; and

       (c)  if the Common Stock held by the Parties (other than Crediton and
            the October 1993 Trust and their Permitted Transferees) ceases to
            represent 10% or more of the total Common Stock of Getty Images
            outstanding from time to time then the October Trust shall be
            released from its obligations under Clause 8.1

8.3    In consideration of the agreement set forth above:

       (a)  Getty Investments will pay to the October Trust an annual fee
            according to the schedule provided in paragraph (b).

       (b)  The fees payable under paragraph (a) shall be as follows:

            YEAR BEGINNING      FEE AMOUNT

            08/07/97            L77,500 multiplied by (1+2/3 RPI increase from
                                May 1996 to May 1997)

            08/07/98            Fee payable at 08/07/97 multiplied by (1+2/3
                                RPI increase from May 1997 to May 1998)

            08/07/99            Fee payable at 08/07/98 multiplied by
                                28,000/77,500 and further multiplied by (1+2/3
                                RPI increase from May 1998 to May 1999)

            08/07/00            Fee payable at 08/07/99 multiplied by (1+2/3
                                RPI increase from May 1999 to May 2000)

            08/07/01            Fee payable at 08/07/00 multiplied by (1+2/3
                                RPI increase from May 2000 to May 2001)

            08/07/02            Fee payable at 08/07/01 multiplied by (1+2/3
                                RPI increase from May 2001 to May 2002)

       (c)  such annual fee will be payable in advance on 8 July of each year.

9.     STOCK CERTIFICATE LEGEND

       All certificates representing shares of Common Stock shall bear, in
       addition to other legends required under applicable securities laws, the
       following legend:

       "The shares represented by this certificate are subject to the provisions
       of the Getty Parties Shareholders' Agreement dated as of - 1998 among
       certain stockholders of Getty Images, Inc."

<PAGE>

10.    NON-COMPETITION

10.1   RESTRICTIONS ON COMPETITION BY GETTY INVESTMENTS

       Getty Investments agrees that neither it nor any Affiliates in which it
       has a controlling interest shall (i) own directly or indirectly assets
       comprising a visual content business as described in the Prospectus
       other than through its relationship with Getty Images or (ii) acquire
       an equity interest in any Person if at the time of such acquisition
       such Person directly or indirectly through one or more Affiliates in
       which it has a controlling interest owns any visual content business as
       described in the Prospectus.

10.2   Nothing contained in this clause 10 shall prohibit or otherwise
       restrict the ownership or acquisition of 10% or less of the outstanding
       equity of a Person that engages in the visual content business directly
       or indirectly as described in the Prospectus.

11.    APPOINTMENT OF CHAIRMAN OF GETTY IMAGES

       Getty Images hereby agrees that,. subject to the terms of the
       Stockholders' Agreement, it shall take all necessary steps to ensure
       the appointment of any person nominated to be chairman of Getty Images
       by Getty Investments pursuant to the by laws of Getty Images provided
       that for so long as either Mark Torrance or Mark Getty are co-chairman
       of the board such right shall not be in effect.

12.    TERM

       This Agreement has a term of seven years from 8 July 1996 (the "INITIAL
       TERM"), unless terminated earlier pursuant to clause 11.

13.    TERMINATION

13.1   CESSATION OF OWNERSHIP

       This Agreement shall be terminated with immediate effect in respect of
       any Party when it and its Permitted Transferees cease to be Members of
       Getty Images; or

13.2   REDUCTION IN HOLDING OF GETTY IMAGES

       This Agreement shall be terminated with immediate effect if the Common
       Stock held by the Parties ceases to represent 10% or more of the total
       Common Stock of Getty Images outstanding from time to time.

13.3   For the purposes of this clause 13, Getty Images shall include any
       corporation into which Getty Images may merge into or consolidate with
       and in such case the term Common Stock shall mean and include the
       shares of stock of such successor entity exchanged for such Common
       Stock.

<PAGE>

14.    CONSEQUENCES OF TERMINATION

14.1   Subject to clause 14.2, each Party's further rights and obligations
       cease immediately on termination of this Agreement, but termination
       does not affect a Party's accrued rights and obligations at the date of
       termination.

14.2   Upon the occurrence of the termination of this Agreement pursuant to
       clause 13.1 or 13.2 an event set out in Clause 13 above, Getty
       Investments shall pay to Crediton and October Trust respectively any
       outstanding fees together with all fees payable by Getty Investments in
       respect of the entire period of the Agreement.

15.    FURTHER ASSURANCE

       Each party shall at its own cost do and execute, or arrange for the
       doing and executing of, each necessary act, document and thing
       reasonably within its power to implement this Agreement.

16.    GENERAL

16.1   This Agreement and any document referred to in this Agreement and other
       documents constitute the entire agreement, and supersede any previous
       agreement, between the parties relating to the subject matter of this
       Agreement.

16.2   A variation of this Agreement is valid only if it is in writing and
       signed by or on behalf of each party.

16.3   The failure to exercise or delay in exercising a right or remedy
       provided by this Agreement or by law does not constitute a waiver of
       the right or remedy or a waiver of other rights or remedies.  No single
       or partial exercise of a right or remedy provided by this Agreement or
       by law prevents further exercise of the right or remedy or the exercise
       of another right or remedy.

16.4   No provision of this Agreement creates a partnership between the
       parties or makes a party the agent of the other party for any purpose. 
       A party has no authority or power to bind, to contract in the name of,
       or to create a liability for the other party in any way or for any
       purpose.

17.    RESTRICTIVE TRADE PRACTICES ACT

       Any provision contained in this Agreement or in any arrangement of which
       this Agreement forms part by virtue of which this Agreement or such
       arrangement is subject to registration under the Restrictive Trade
       Practices Acts 1976 and 1977 shall not come into effect until the day
       following the date on which particulars of this Agreement and of any such
       arrangement have been furnished to the Office of the Director General of
       Fair Trading in accordance with the requirements of such Acts.

<PAGE>

18.    SATISFACTION OF LEGAL REQUIREMENTS

       Notwithstanding any other provision of this Agreement, no Stockholder
       may Transfer any Common Stock unless it has complied with all
       applicable legal requirements, including without limitation applicable
       United States federal and state securities laws.

19.    ASSIGNMENT

19.1   A Party may not assign or transfer or purport to assign or transfer a
       right or obligation under this Agreement except to a Permitted
       Transferee.  Each Party is entering into this Agreement for its benefit
       and not for the benefit of another Person.

20.    NOTICES

20.1   A notice or other communication under or in connection with this
       Agreement shall be in writing and may be delivered personally or sent
       by first class post or by fax, as follows:

20.1.1 if to Getty Investments to:

                    Address:  1325 Airmotive Way
                              Reno
                              Nevada 89502-3240

                    Fax:      + 1 702 786 5414

                    Marked for the attention of  Jan Moehl and Mark Jenness

20.1.2 If to the Investors to the address specified for such Person in
       Exhibit A hereto with a copy to:

                    Address:  Clifford Chance
                              200 Aldersgate Street
                              London EC1A 4JJ

                    Fax:      + 44 171 956 0181

                    Marked for the attention of:  Michael Francies

20.1.3 If to Getty Images to:

                    Address:  101 Bayham Street
                              London
                              NW1 0AG
                              England

                    Fax:      + 44 171 267 6540

                    Marked for the attention of Jonathan Klein

       or to another Person, address or fax number specified by a party by
       written notice to the other.

<PAGE>

20.2   In the absence of evidence of earlier receipt, a notice or other
       communication is deemed given:

20.2.1 if delivered personally, when left at the address referred to in
       clause 20.1

20.2.2 if sent by fax, one hour after its despatch.

21.    GOVERNING LAW

21.1   This Agreement is governed exclusively by Delaware law.

21.2   Arbitration - To the fullest extent permitted by law, any controversy
       or claim arising out of or relating to this Agreement, or the breach
       thereof shall be settled by mandatory, final and binding arbitration in
       New York City, New York, USA under the auspices and in accordance with
       the rules, then obtaining, of the American Arbitration Association to
       the extent not inconsistent with the Delaware Uniform Arbitration Act,
       and judgment upon the award rendered may be entered in any court having
       jurisdiction thereof. Reasonable fees, costs and expenses, including
       legal fees, incurred by any Party in connection with such arbitration
       shall be borne by Getty Investments.  Nothing in this paragraph 19.2
       shall limit any right that any Party may otherwise have to seek (on its
       own behalf or in the right of Getty Investments) to obtain preliminary
       injunctive relief in order to preserve the status quo pending the
       disposition of any such arbitration proceeding.

22.    COUNTERPARTS

       This Agreement may be executed in any number of counterparts each of
       which when executed and delivered is an original, but all the
       counterparts together constitute the same document.

23.    POWER TO APPOINT, REMOVE AND REPLACE A DIRECTOR OF GETTY INVESTMENTS

23.1   Each of Crediton and the October Trust shall have the right to nominate
       one Person who is willing so to act, as a director of Getty Investments
       and to nominate for removal and replacement the Person so nominated by
       each of them.

23.2   Any nomination pursuant to Clause 23.1 shall be effected by notice to
       Getty Investments signed by or on behalf of the nominator.  The notice
       shall be left at or sent by post or facsimile transmission to the
       office or such other place designated by the board for the purpose. 
       The nomination shall take effect as of the deposit of the notice or
       such later date (if any) specified in the notice.  The first director
       nominated by the October Trust shall be Mark H. Getty and the first
       director nominated by Crediton shall be Jonathan D. Klein.

<PAGE>

24.    CHAIRMAN OF BOARD OF GETTY INVESTMENTS

24.1   The October Trust shall have the right to nominate, out of the
       directors of Getty Investments from time to time, a Person who is
       willing so to act, as Chairman of Getty Investments and to removal and
       replacement of the Person that is nominated as Chairman by it.  The
       first person nominated Chairman by October Trust shall be Mark H. Getty.

24.2   Any nomination as Chairman pursuant to Clause 24.1 shall be effected by
       notice to Getty Investments signed by or on its behalf.  The notice
       shall be left at or sent by post or facsimile transmission to the
       office or such other place designated by the board for the purpose. 
       The nomination shall take effect immediately on deposit of the notice
       or on such later date (if any) specified in any notice.

<PAGE>

EXECUTED by the parties as follows:


Signed by                     )
a duly authorised             )
representative for and        )
on behalf of                  )
Crediton Limited              )

                              Signature
-------------------------

Signed by                     )
a duly authorised             )
representative for and        )
on behalf of                  )
Abacus (C.I.) Limited as the  )
Trustee of The October        )
1993 Trust                    )

                              Signature
-------------------------

Signed by                     )
a duly authorised             )
representative for and        )
on behalf of                  )
Getty Investments L.L.C.      )

                              Signature
-------------------------

Signed by                     )
a duly authorised             )
representative for and        )
on behalf of                  )
Getty Images, Inc.            )

                              Signature
-------------------------


<PAGE>

                                    EXHIBIT A

                                  THE INVESTORS



                                    NOTICE ADDRESS

NAME                     NOTICE ADDRESS        NO. OF SHARES

CREDITON LIMITED         60 Circular Road            -
                         Douglas
                         Isle of Man
                         IM1 2SA

Abacus (C.I.) Limited as the
TRUSTEE OF THE OCTOBER
1993 TRUST
                         c/o Coopers & Lybrand       -
                         La Motte Chambers
                         St Helier
                         Jersey
                         JE1 1BJ

Source: OneCLE Business Contracts.