Investor Contact:
Lillian Armstrong/David Barnard
lillian@lhai-sf.com/david@lhai-sf.com
Lippert/Heilshorn & Associates
Investor Relations/San Francisco
(415) 433-3777
Keith Lippert  (212) 838-3777


    PHOTOWORKS DETAILS ONLINE INTERNET STRATEGY AT ANNUAL SHAREHOLDER MEETING

                      New Investors Join Board of Directors
               Sam Rubinstein Retires From the Board of Directors


SEATTLE February 16, 2000 - PhotoWorks,  Inc. (Nasdaq:  FOTO) announced today at
its annual shareholder meeting in Seattle, Washington, that it is establishing a
new paradigm within its industry by focusing its strategy on the digital imaging
opportunities  provided by the Internet and the promotion of its online personal
image banks.

With what is believed to be the largest photo archive in the industry,  combined
with its history of  high-quality  photo-finishing  services and unique customer
acquisition  techniques,  PhotoWorks  is positioned to enhance its leadership in
the online image management space.

80 Million Photos in Free Online Image Archive

PhotoWorks  has already developed a market leadership position in personal image
banks.  Since  1999,  the Company  has  focused on  changing  customer  behavior
patterns by encouraging  customers to archive their images at PhotoWorks .  As a
result,  the Company  has  developed  what is believed to be the most  expansive
online  archive of  customer  photos - over 80 million  images.  The Company has
roughly  750,000  online  customers,  and  recent  data  indicates  the  average
PhotoWorks  customer utilizing digital services processed approximately 50% more
rolls of film with the Company  during 1999 than the average  customer  who only
ordered traditional services.  PhotoWorks  is uniquely positioned to continue to
build its online  customer  base due to its ability to serve both the analog and
digital customers.

An Integrated Solution:  Serving Both Digital and Analog Camera Users

Differentiating  it from many competitors,  PhotoWorks   offers both digital and
analog services, allowing it to address the entire photo market. The offering is
now "camera  agnostic"  serving digital or analog camera users with any brand of
film.  While many analysts expect dramatic growth in the use of digital cameras,
today,  traditional  analog film captures a majority of the market.  PhotoWorks
allows its customers  using either digital or analog cameras to store,  view and
share  their  images  online,  and  PhotoWorks   has  the  back-end   processing
capability in-house to produce high-quality prints from either medium. As people
increasingly  view  their  photos  as  objects  that can be  enhanced  by online
applications,  PhotoWorks  will strive to continue to provide  unmatched service
and product offerings.

Board of Directors

PhotoWorks  also  announced at the meeting that Mr. Sam  Rubinstein  has retired
from the Board of Directors effective immediately.  As previously announced, Mr.
Ross  Chapin  from  Orca  Bay  Partners  and  Mr.  Paul  Goodrich  from  Madrona
Investments have joined the Board of Directors as representatives of the holders
of the recently-issued Series A Preferred Stock. With Mr. Rubinstein's departure
and the arrival of two new Board members,  the Board membership has increased to
six.

Mr.  Rubinstein,  age 82, has been a director of the Company  since 1986 and has
been associated with the Company since 1981. Gary Christophersen,  President and
CEO,  thanked Mr.  Rubinstein for his contribution to the success of the Company
and stated,  "Mr.  Rubinstein  has been a valuable  asset to the Company in many
ways, including his experience, leadership and financial acumen."

                                   -- MORE --



About Orca Bay Partners

Orca Bay Partners is a private equity  investment firm providing  equity capital
for transactions  ranging from  recapitalizations of mature businesses to growth
capital for emerging companies.  Founded in 1998, and based in Seattle, Orca Bay
Partners makes investments in companies that are uniquely  positioned to benefit
from growing or changing markets.


About Madrona Venture Group

Madrona Venture Group  (http://www.madronagroup.com)  is an early-stage investor
focused on the Internet  Economy in the  Northwest.  The firm recently  closed a
$250  million  venture  fund  directed  at  emerging   Internet,   software  and
telecommunication  businesses. Some of Madrona's early-stage investments include
Amazon.com, Homegrocer.com, and Nordstrom.com.


About PhotoWorks

PhotoWorks,  Inc.  (formerly Seattle  FilmWorks,  Inc.) is a photofinishing  and
online image  management  company and a leader in providing  digital images over
the Internet.  PhotoWorks   online is an increasingly  popular way for people to
share  photos  over the  Internet.  With more than 80 million  images  archived,
PhotoWorks  online is the largest online consumer photo archive site on the Web.
The PhotoWorks   online service includes free scanning of every photograph (with
normal  film  processing  fees),  Web  posting  to a private  site and  lifetime
archiving,  as long as the consumer  remains an active  customer of  PhotoWorks.
The  online  archive is  expanding  the way  people  can enjoy  their  photos by
enabling  the  growing  popularity  of photo  e-mails  and the  ability to order
photographic  reprints  online without the need for  negatives.  To get started,
customers can request a free film processing starter kit at www.photoworks.com.


Based in Seattle, PhotoWorks (Nasdaq NM: FOTO) was founded in 1978.



Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995:

Statements  in this news  release  concerning  leadership  in the  provision  of
digital images over the Internet,  the Company's  current  strategy  focus,  the
establishment of a new industry paradigm,  the Company's position to enhance its
leadership in the online image  management space or continue to build its online
customer base, future product and service offerings by the Company, expectations
for growth in the use of digital  cameras,  and any other statement which may be
construed  as a prediction  of future  capabilities,  performance  or events are
forward-looking  statements,  the occurrence of which are subject to a number of
known and unknown risks and uncertainties  which might cause actual  performance
to differ  materially from those expressed or implied by such statements.  These
risks and  uncertainties  include the  possibility of delays in the expansion of
image storage  capacity due to delays in deliveries  from suppliers or technical
problems;  system  performance  problems due to technical  difficulties,  system
malfunctions,  Internet  interruptions  or  other  factors;  pricing  and  other
activities by  competitors;  and other risks  including  those  described in the
Company's  Annual Report on Form 10-K and those  described  from time to time in
the Company's other filings with the Securities and Exchange  Commission,  press
releases and other communications.


All companies and product names are trademarks of their respective  owners.  For
more   information,    e-mail   info@photoworks.com   or   call   800.PHOTOWORKS
(800.746.8696). Copyright   2000 PhotoWorks, Inc.

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