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").

                 No maintenance or other services are ordered by execution of
                 this Agreement alone. For equipment to be covered hereby or
                 services ordered, an Equipment Schedule or similar document
                 shall be completed by Diebold and provided to subscriber. Such
                 Equipment Schedule shall further define the service plan or
                 services being provided. Each such Schedule is deemed a part
                 of this Agreement. In the event of conflict between an
                 Equipment Schedule and the provisions hereof, the provisions
                 of the Equipment Schedule shall control, except with respect
                 to paragraphs 6 and 7 hereof, which shall govern in the event
                 of any conflict with any other provision.