GETTY IMAGES INC
EXHIBIT 10.45
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>10
<FILENAME>v79940ex10-45.txt
<DESCRIPTION>EXHIBIT 10.45
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.45

                            PARISH OF TRINITY CHURCH
                                74 TRINITY PLACE
                            NEW YORK, NEW YORK 10005

                                                               November 20, 2001

PhotoDisc, Inc.
One Hudson Square
75 Varick Street
New York, New York 10013

               Re: Lease dated as of April 1, 2000 between The Rector,
               ChurchWardens and Vestrymen of Trinity Church in the City of New
               York (the "Landlord") and PhotoDisc, Inc. (the "Tenant")
               affecting portions of the building known as One Hudson Square
               (a/k/a 75 Varick Street), New York, New York, as amended by First
               Amendment of Lease dated as of October 31, 2000, the Agreement
               Regarding Sixth Floor Premises dated as of June 19, 2001 and
               Second Amendment of Lease dated as of November 20, 2001
               collectively, the "Lease")

Ladies and Gentlemen:


        In accordance with your request, Landlord hereby grants Tenant
permission to sublet to Morgan Stanley D.W. Inc. ("Subtenant") the entire fourth
and sixth floors (the "Sublet Premises") in the above-referenced premises,
pursuant to a Sublease dated as of November 5, 2001, and Amendment dated as of
November 20, 2001 (collectively, the "Sublease") by and between Tenant, as
Sublessor, and Subtenant, as Subtenant, subject to the following terms and
conditions, to each of which Tenant and Subtenant each agree:

    1.  A true and correct copy of the Sublease is attached hereto as Exhibit
        "A". Nothing contained herein or in the Sublease shall be construed to
        modify, waive, impair or affect any of the terms, provisions or
        conditions of the Lease, or to waive any breach thereof, or any rights
        of Landlord against any party liable or responsible for the performance
        thereof, and all of the terms, covenants and conditions of the Lease
        shall remain in full force and effect. Tenant shall remain liable,
        throughout the term of the Lease, for the performance of all of the
        Tenant's obligations thereunder, including, without limitation, the
        payment of all fixed and additional rent.

    2.  Subtenant shall neither assign, pledge or encumber the Sublease nor
        sublet nor permit occupancy by others of all or any part of the Sublet
        Premises except in accordance with the provisions of the Lease and the
        Sublease. This consent by Landlord to the Sublease shall not be deemed
        to give Subtenant any rights to further sublet or permit the use or
        occupancy of all or any part of the Sublet Premises by others, whether
        voluntarily or involuntary, without Landlord's written consent in
        accordance with the terms of the Lease.

<PAGE>

    3.  Subtenant agrees that, notwithstanding any provisions to the contrary in
        the Sublease, the waivers, including but not limited to the waiver of
        subrogation, required to be made by any subtenant pursuant to the
        provisions of the Lease are hereby deemed made by Subtenant, which
        waivers shall continue in effect so long as required pursuant to the
        provisions of the Lease, but in no event beyond the expiration or sooner
        termination of the Sublease.

    4.  The Sublease shall be subject and subordinate in all respects to the
        Lease and all of the terms, covenants and conditions thereof and
        Subtenant shall not violate or permit the violation of any of the terms,
        covenants or conditions of the Lease applicable to the Sublet Premises.
        The Tenant and Subtenant shall not modify the terms of the Sublease
        without the prior written consent of the Landlord, which consent shall
        not be unreasonably withheld. If the terms of the Sublease are modified
        without the prior written consent of the Landlord (which consent shall
        not be unreasonably withheld), those modifications shall be void and of
        no effect against Landlord and shall not, in any way, be deemed approved
        or consented to by this letter.

    5.  Both Tenant and Subtenant have only dealt with Plymouth Partners, Ltd.
        and CB Richard Ellis, Inc. (the "Brokers") in connection with this
        matter and Tenant shall pay said Brokers any commission and/or fees in
        connection with this transaction pursuant to separate agreement.
        Subtenant and Tenant shall, jointly and severally, defend, save and hold
        Landlord harmless from any brokerage fees and/or commissions arising by
        reason of Subtenant's rental of the Sublet Premises from Tenant, as well
        as all other claims, liability, losses or expenses, including reasonable
        attorneys' fees, incurred by Landlord in connection with any claims for
        a commission by any broker or agent in connection with this transaction.
        Landlord represents that it has not granted any broker an exclusive or
        "override" agreement whereby such party would be entitled to receive a
        commission in connection with the Sublease. Subtenant agrees that if
        Subtenant becomes a direct tenant of Landlord for the Sublet Premises or
        any part thereof upon the expiration or earlier termination of the
        Lease, Landlord shall not be responsible for the payment of any
        commissions or fees in connection with such direct lease, and Tenant and
        Subtenant jointly and severally agree to indemnify and hold Landlord
        harmless from and against any claims, liability, losses or expenses,
        including reasonable attorneys' fees, incurred by Landlord in connection
        with any claims for a commission by any broker or agent in connection
        with any such direct lease. Landlord represents that it has not granted
        any broker an exclusive or "override" agreement whereby such party would
        be entitled to receive a commission if the Subtenant becomes a direct
        tenant of Landlord for the Sublet Premises, and covenants that it shall
        not grant such an agreement unless Landlord agrees to be liable for the
        payment of such commissions.

    6.  If Tenant shall default under the Sublease, Landlord shall incur no loss
        or liability by reason thereof.

<PAGE>

    7.  Upon the expiration or earlier termination of the Lease, or in the case
        of the surrender of the Lease by Tenant to Landlord, Subtenant shall be
        permitted to remain in occupancy of the Sublet Premises in accordance
        with the terms of a Non-Disturbance and Attornment Agreement by and
        between Landlord and Subtenant, and bearing even date herewith.

    8.  Landlord hereby represents and warrants to Tenant and Subtenant that, as
        of the date hereof, the land and building at 1 Hudson Square (75 Varick
        Street), New York, New York are not subject to any mortgage or
        underlying lease to which Tenant or Subtenant's rights would be
        subordinate under Article Thirteen of the Lease.

    9.  Tenant hereby grants Landlord a security interest in Tenant's right,
        title and interest in and to the Sublease, including the fixed and
        additional rent and all other amounts payable by the Subtenant pursuant
        to the Sublease, and, shall simultaneously herewith, deliver to Landlord
        a check in the amount of $300.00 to defray Landlord's legal expenses in
        connection with the granting of such security interest.

    10. Confirming the provisions of Article Seventeen (f)(4) of the Lease, if
        Landlord notifies Subtenant that Tenant is in default in the payment of
        rent or in the performance of its other obligations under the Lease
        beyond the expiration of applicable notice and cure periods, Subtenant
        shall, if requested by Landlord, pay all rent and other sums due under
        the Sublease directly to Landlord and Subtenant will not be liable to
        Tenant for the payment of such amounts.

    11. Landlord agrees that Subtenant shall be entitled to its Proportionate
        Share (as defined in the Sublease) of listings in the electronic
        building directory located in the lobby of the building.

    12. On any floor on which the Subtenant is a full-floor tenant, it shall be
        entitled to put a sign in the elevator lobby of such floor, subject to
        the Landlord's prior written consent, which consent shall not be
        unreasonably withheld or delayed.

    13. Landlord agrees that it shall perform the work set forth in Exhibit A
        annexed hereto at Landlord's sole cost and expense in accordance with
        all applicable laws, on or before the dates set forth in such Exhibit.

    14. Landlord and Tenant each hereby consent to the Subtenant's use of the
        contractors set forth on Exhibit B hereto for purposes of performing
        Subtenant's alterations at the Sublet Premises.

    15. Clarifying the provisions of Paragraph 13(B) of the Sublease, in the
        event Landlord is entitled to receive any portion of Tenant's Profit in
        accordance with the provisions of Article Seventeen (k) of the Lease as
        a result of this Sublease or

<PAGE>

        any permitted sub-sublease or assignment, Landlord shall receive all
        payments to which it shall be entitled under the Lease based on the
        aggregate consideration received by Tenant.

    16. Notwithstanding the provisions of Paragraph 14 of the Sublease,
        Subtenant shall indemnify Landlord on the same terms as Tenant is
        obligated to indemnify Landlord under the Lease, provided, however, that
        Subtenant shall not indemnify Landlord (i) for Tenant's acts nor in
        respect of Tenant's premises other than the Sublet Premises, or (ii) for
        the matters described in Paragraph 14(A)(iii) of the Sublease.

    17. Landlord acknowledges that Tenant has not supplied the financial
        information of Subtenant as required by Article Seventeen of the Lease.
        For the sole purpose of considering and granting this consent, Landlord
        waives this requirement.

    18. This Consent may not be changed orally, but only by an agreement in
        writing signed by the party against whom enforcement of any change is
        sought.

    19. In the event of any conflict between the provisions of (i) the Lease or
        this Consent and (ii) the Sublease, the provisions of the Lease or this
        Consent shall prevail unaffected by the provisions of the Sublease. In
        the event of any conflict between the provisions of this Consent and the
        provisions of the Lease, the provisions of this Consent shall prevail.
        Furthermore, to the extent that any duty, obligation or covenant of the
        Subtenant under the Sublease is not as strict, or is less stringent than
        any similar corresponding duty, obligation or covenant of the Tenant
        under the Lease, the execution and delivery of this Consent by the
        Landlord shall not in any way be deemed to modify or amend the duty,
        obligation or covenant agreed to by the Tenant under the Lease or to
        have waived the Landlord's right to enforce against the Tenant any such
        duty, obligation or covenant as set forth in the Lease.

    20. Except to the extent expressly modified by the foregoing provisions of
        this letter agreement, the Lease and Sublease are each hereby ratified
        and confirmed in all respects.

    21. Getty Images, Inc. ("Getty") hereby confirms that (a) the Lease Guaranty
        Agreement dated April 6, 2000, pursuant to which Getty guaranteed the
        obligations of Tenant under the Lease remains in full force and effect,
        and (b) Getty consents to Tenant entering into the Sublease.

<PAGE>

    22. This agreement may be executed in counterparts which, when taken
        together shall constitute a single agreement.

        Kindly sign, where indicated below to indicate your agreement with these
        terms.

                               Very truly yours,

                               THE RECTOR, CHURCH-WARDENS AND
                               VESTRYMEN OF TRINITY CHURCH IN THE
                               CITY OF NEW YORK

                               By:
                                  -------------------------------------
                                     Stephen D. Heyman
                                     Director of Commercial Real Estate Leasing

Agreed and Accepted:

Tenant:

PhotoDisc, Inc.

By:  [Signature Illegible]
   --------------------------
   Name:
   Title:


Subtenant:

Morgan Stanley D.W. Inc.

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

Guarantor, as to Paragraph 21 only

Getty Images, Inc.

By:  [Signature Illegible]
   --------------------------
   Name:
   Title:

<PAGE>

    22. This agreement may be executed in counterparts which, when taken
        together shall constitute a single agreement.

        Kindly sign where indicated below to indicate your agreement with these
        terms.

                               Very truly yours,

                               THE RECTOR, CHURCH-WARDENS AND
                               VESTRYMEN OF TRINITY CHURCH IN THE
                               CITY OF NEW YORK

                               By:
                                  -------------------------------------
                                     Stephen D. Heyman
                                     Director of Commercial Real Estate Leasing

Agreed and Accepted:

Tenant:

PhotoDisc, Inc.

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

Subtenant:

Morgan Stanley D.W. Inc.

By:  /s/ FRED J. CARCICH
   --------------------------
   Name:  FRED J. CARCICH
   Title: FIRST VICE PRESIDENT
         REAL ESTATE DEPARTMENT


Guarantor, as to Paragraph 21 only

Getty Images, Inc.


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

<PAGE>

    22. This agreement may be executed in counterparts which, when taken
        together shall constitute a single agreement.

        Kindly sign where indicated below to indicate your agreement with these
        terms.

                               Very truly yours,

                               THE RECTOR, CHURCH-WARDENS AND
                               VESTRYMEN OF TRINITY CHURCH IN THE
                               CITY OF NEW YORK

                               By: [Signature Illegible]
                                  -------------------------------------
                                    E.V.P. Real Estate


Agreed and Accepted:

Tenant:

PhotoDisc, Inc.

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


Subtenant:

Morgan Stanley D.W. Inc.



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



Guarantor, as to Paragraph 21 only

Getty Images, Inc.


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

<PAGE>

                                   EXHIBIT A

Work to be done by Landlord, at Landlord's expense, in the Sublet Premises under
the terms of the Lease:

    1.  Smoke exhaust stubouts and general exhaust stubouts from the building
        shafts will be installed by Landlord by November 30, 2001.

    2.  Supply and return ducts will be installed outside of each mechanical
        room by November 30, 2001.

    3.  ACU 6-5 outside air connection will be completed by Landlord by November
        30, 2001.

    4.  Fourth and sixth floors are on temporary electric feeds (converted 208
        feeds) until bus ducts are available. Landlord will be responsible for
        transferring Subtenant's electric service from the 208 service to new
        building bus ducts, such work to be done by February 1, 2002, subject to
        delays by Con Edison in completing any work to be done by the utility in
        effecting such transfer. Landlord represents that this temporary service
        shall provide a total demand load of 6 watts per rentable square foot to
        the Sublet Premises.

<PAGE>

                                   EXHIBIT B
                            APPROVED SUB-CONTRACTORS

<TABLE>
<CAPTION>

Electrical                                  Acoustics
----------                                  ---------

<S>                                        <C>
ADCO Electric                               National Acoustics
L.K. Comstock                               Jacobson Contracting
Cambell & Dawes Electric                    Duncan Interiors
Unity Electric                              Norlander
Petrocelli Electric
H&B Haskell and Buhler
Amtec/Sica

HVAC                                       Paint
----                                       -----

Penguin A/C Corp.                          Murray Hill Paint
Harbour Mechanical                         Hudson Shatz
P.J. Mechanical                            Cosmopolitan Painting
Crossland Ventilation                      Newport Painting & Decorating

Plumbing                                   Millwork
--------                                   --------

Lab Plumbing                               Norlander Contracting
Kaplan Breslaw Plumbing                    Island Architectural Woodwork
PAP Plumbing                               Nordic Interiors
Preferred Plumbing                         Gale Woodworking
                                           Hird Blaker
                                           Millright Woodwork

Sprinkler                                  Glazing
---------                                  -------

Active Sprinkler                           F&F Glass
Triangle Fire Protection                   Artisan Glazing
ABCO Peerless                              Lafayette Glass
Crossland Ventilation
Rael Automatic Sprinkler

Drywall
-------

Call Enterprises
Curtis Partition
Norlander Contracting
Jacobson Contracting

</TABLE>

</TEXT>
</DOCUMENT>
