Exhibit 4.2

                                PHOTOWORKS, INC.

                               AMENDMENT NO. 1 TO

                     1999 STOCK INCENTIVE COMPENSATION PLAN

     WHEREAS, the Board of Directors of PhotoWorks, Inc. (the "Corporation") has
approved certain changes to the Corporation's 1999 Stock Incentive  Compensation
Plan (the "Plan") to increase the number of shares of Common Stock available for
issuance under the Plan;

     THEREFORE,  pursuant to Section  16.1 of the Plan,  the Board of  Directors
hereby amends Section 4.1 of the Plan to read in its entirety as follows:

          Subject  to  adjustment  from time to time as  provided  in Section in
     Section  14.1,  a maximum  of  1,300,000  shares of Common  Stock  shall be
     available for issuance  under the Plan.  Shares issued under the Plan shall
     be drawn from authorized and unissued shares.

     IN WITNESS  WHEREOF,  this Amendment No. 1 has been executed as of the 20th
day of December, 2000.



                                        PHOTOWORKS, INC.



                                        By: /s/ Loran Cashmore Bond
                                            Name: Loran Cashmore Bond
                                            Title: CAO/Treasurer