Photoworks Inc Watch

from S-8 1 page Photoworks, Inc. Amendment No. 3 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"), as Amended, to Increase the Number of Shares of Common Stock Available for Issuance Under the Plan; Therefore, Section 4.1 of the Plan Is Hereby Amended to Read in Its Entirety as Follows: Subject to Adjustment From Time to Time as Provided in Section 14.1, a Maximum of 2,300,000 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. 3 Has Been Executed as of the 3rd Day of February, 2004. Photoworks, Inc. By: /S/ L. Cashmore Bond Name: Loran Cashmore Bond Title: Vice President

from S-8 1 page Photoworks, Inc. Amendment No. 2 to 1999 Stock Incentive Compensation Plan

from S-8 ~10 pages Indenture or similar

from S-8 ~10 pages Indenture or similar

from S-8 ~10 pages Indenture or similar

from S-8 ~10 pages Indenture or similar

from S-8 ~10 pages Indenture or similar

from S-8 1 page Indenture or similar

from S-8 ~20 pages Indenture or similar

from 8-K ~5 pages Form of Debenture

from S-8 ~5 pages Nonqualified Stock Option Agreement

from S-8 ~20 pages 1999 Stock Incentive Compensation Plan

from 8-K ~10 pages Indenture or similar

from S-8 ~5 pages Form of Non-Qualified Stock Option Agreement

from S-8 ~10 pages 1999 Employee Stock Option Plan

from 8-A12G ~50 pages Rights Agreement Dated December 16, 1999

from 8-K ~50 pages Rights Agreement Dated December 16, 1999