SEATTLE FILMWORKS, INC.
                         1999 EMPLOYEE STOCK OPTION PLAN

                                  1. PURPOSES

     1.1 The purpose of the Seattle  Filmworks,  Inc. 1999 Employee Stock Option
Plan (the  "Plan")  is to enhance  the  long-term  shareholder  value of Seattle
Filmworks,   Inc.,  a  Washington  corporation  (the  "Company"),   by  offering
opportunities  to  employees,  persons to whom  offers of  employment  have been
extended,  consultants,  agents,  advisors and  independent  contractors  of the
Company and its  Subsidiaries  (as defined in Section 2) to  participate  in the
Company's growth and success,  and to encourage them to remain in the service of
the Company and its  Subsidiaries and to acquire and maintain stock ownership in
the Company.

                                 2. DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     2.1 Acquired Entities.

     "Acquired Entities" has the meaning given in Section 6.

     2.2 Acquisition Transaction.

     "Acquisition Transaction" has the meaning given in Section 6.

     2.3 Board.

     "Board" means the Board of Directors of the Company.

     2.4 Cause.

     "Cause" means  dishonesty,  fraud,  misconduct,  disclosure of confidential
information, conviction of, or a plea of guilty or no contest to, a felony under
the laws of the United States or any state thereof,  habitual  absence from work
for reasons other than  illness,  intentional  conduct which causes  significant
injury to the Company,  habitual abuse of alcohol or a controlled substance,  in
each case as determined by the Plan  Administrator,  and its determination shall
be conclusive and binding.

     2.5 Change in Control.

     "Change in Control" means (i) the consummation of a merger or consolidation
of  the  Company   with  or  into   another   entity  or  any  other   corporate
reorganization,  if more than 50% of the combined voting power of the continuing
or surviving  entity's  securities  outstanding  immediately  after such merger,
consolidation  or  other  reorganization  is  owned  by  persons  who  were  not
shareholders of the Company  immediately prior to such merger,  consolidation or
other  reorganization or (ii) the sale,  transfer or other disposition of all or
substantially  all of the Company's assets. A transaction shall not constitute a
Change in  Control if its sole  purpose is to change the state of the  Company's
incorporation or to create a holding company that will be owned in substantially
the  same  proportions  by  the  persons  who  held  the  Company's   securities
immediately before such transaction.

     2.6 Common Stock.

     "Common Stock" means the common stock, par value $.01, of the Company.

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     2.7 Disability.

     "Disability" means a medically  determinable  mental or physical impairment
or  condition  of the Holder  which is  expected to result in death or which has
lasted or is expected to last for a  continuous  period of 12 months or more and
which causes the Holder to be unable,  in the opinion of the Plan  Administrator
on the basis of evidence  acceptable to it, to perform his or her duties for the
Company.  Upon making a  determination  of  Disability,  the Plan  Administrator
shall, for purposes of the Plan,  determine the date of the Holder's termination
of employment, service or contractual relationship.

     2.8 Exchange Act.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.9 Fair Market Value.

     "Fair  Market  Value"  shall be as  established  in good  faith by the Plan
Administrator  or (a) if the  Common  Stock is  listed  on the  Nasdaq  National
Market,  the closing  sales price for the Common Stock as reported by the Nasdaq
National Market for a single trading day or (b) if the Common Stock is listed on
the New York Stock  Exchange or the American Stock  Exchange,  the closing sales
price for the Common Stock as such price is  officially  quoted in the composite
tape of  transactions  on such exchange for a single trading day. If there is no
such  reported  price for the Common Stock for the date in  question,  then such
price  on the  last  preceding  date  for  which  such  price  exists  shall  be
determinative of Fair Market Value.

     2.10 Grant Date.

     "Grant  Date" means the date the Plan  Administrator  adopted the  granting
resolution or a later date designated in a resolution of the Plan  Administrator
as the date an Option is to be granted.

     2.11 Holder.

     "Holder" means the Participant to whom an Option is granted or the personal
representative of a Holder who has died.

     2.12 Option.

     "Option" means the right to purchase  Common Stock granted under Section 7.
Options granted under the Plan are not intended to be "incentive  stock options"
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended from time to time.

     2.13 Option Shares.

     "Option  Shares" means the shares of Common Stock  issuable upon a Holder's
exercise of an Option granted under the Plan.

     2.14 Participant.

     "Participant"  means an individual  who is a Holder of an Option or, as the
context may require,  any employee,  consultant,  agent,  advisor or independent
contractor  of the Company or a Subsidiary  who has been  designated by the Plan
Administrator,  subject  to  the  limitations  in  Section  5,  as  eligible  to
participate in the Plan.

     2.15 Plan Administrator.

     "Plan  Administrator"  means  the  Board  or any  committee  designated  to
administer the Plan under Section 3.1.

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     2.16 Securities Act.

     "Securities Act" means the Securities Act of 1933, as amended.

     2.17 Subsidiary.

     "Subsidiary," except as expressly provided otherwise, means any entity that
is directly or indirectly  controlled by the Company or in which the Company has
a significant ownership interest,  as determined by the Plan Administrator,  and
any entity that may become a direct or indirect parent of the Company.

                               3. ADMINISTRATION

     3.1 Plan Administrator.

     The Plan shall be  administered  by the Board or a committee or  committees
(which term includes subcommittees)  appointed by, and consisting of two or more
members of, the Board.  Any such  committee  shall have the powers and authority
vested in the Board  hereunder  (including  the power and authority to interpret
any provision of the Plan or of any Option). The Board, or any committee thereof
appointed  to  administer   the  Plan,  is  referred  to  herein  as  the  "Plan
Administrator."  The Board or Plan Administrator may delegate the responsibility
for  administering  the Plan with  respect to  designated  classes  of  eligible
Participants to one or more senior executive officers or committees thereof, the
members of which need not be members of the Board,  subject to such  limitations
as the Board deems  appropriate.  Committee members shall serve for such term as
the Board may determine, subject to removal by the Board at any time.

     3.2 Administration and Interpretation by the Plan Administrator.

     Except for the terms,  conditions and  limitations  explicitly set forth in
the Plan, the Plan Administrator shall have exclusive authority, in its absolute
discretion,  to  determine  all  matters  relating  to  Options  under the Plan,
including  the selection of  individuals  to be granted  Options,  the number of
shares of Common Stock subject to an Option, all terms, conditions, restrictions
and  limitations,  if any,  of an Option  and the terms of any  instrument  that
evidences the Option. The Plan Administrator shall also have exclusive authority
to interpret the Plan and may from time to time adopt,  change and rescind rules
and  regulations  of general  application  for the Plan's  administration.  This
authority  shall  include the sole  authority to correct any defect,  supply any
omission  or  reconcile  any  inconsistency  in this  Plan and  make  all  other
determinations  necessary or advisable for the administration of the Plan and do
everything   necessary  or   appropriate   to  administer  the  Plan.  The  Plan
Administrator's  interpretation  of the Plan and its rules and regulations,  and
all actions taken and determinations made by the Plan Administrator  pursuant to
the Plan,  shall be conclusive and binding on all parties  involved or affected.
The  Plan  Administrator  may  delegate  administrative  duties  to  such of the
Company's officers as it so determines.

                          4. STOCK SUBJECT TO THE PLAN

     4.1 Authorized Number of Shares.

     Subject to  adjustment  from time to time as  provided  in  Section  9.1, a
maximum of 800,000  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.

     4.2 Reuse of Shares.

     Any shares of Common  Stock that have been made  subject to an Option  that
cease to be subject to the Option  (other  than by reason of exercise or payment
of the Option) shall again be available  for issuance in connection  with future
grants of Options under the Plan. Also, upon a stock-for-stock exercise only the
net number of shares will be deemed to have been used under this Plan.

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                                 5. ELIGIBILITY

     Options  may be  granted  under the Plan to those  employees,  consultants,
agents, advisors and independent contractors who provide services to the Company
and its  Subsidiaries  as the  Plan  Administrator  from  time to time  selects;
provided that no individual  who is an officer or director of the Company may be
granted Options under the Plan.

                          6. ACQUIRED COMPANY OPTIONS

     Notwithstanding  anything in the Plan to the  contrary,  but subject to the
limitations  in Section 5, the Plan  Administrator  may grant  Options under the
Plan in  substitution  for awards issued under other plans,  or assume under the
Plan options  issued under other plans,  if the other plans are or were plans of
other  acquired  entities  ("Acquired  Entities") (or the parent of the Acquired
Entity)  and the new Option is  substituted,  or the old Option is  assumed,  by
reason  of a  merger,  consolidation,  acquisition  of  property  or  of  stock,
reorganization or liquidation (an "Acquisition Transaction"). Such Options shall
not reduce the number of shares of Common Stock available for issuance  pursuant
to  this  Plan.  If  a  written  agreement  pursuant  to  which  an  Acquisition
Transaction  is completed is approved by the Board and said agreement sets forth
the terms and  conditions of the  substitution  for or assumption of outstanding
awards of the Acquired  Entity,  said terms and conditions shall be deemed to be
the action of the Plan  Administrator  without  any  further  action by the Plan
Administrator,  except as may be required for  compliance  with Rule 16b-3 under
the  Exchange  Act, and the persons  holding such Options  shall be deemed to be
Participants and Holders.

                                7. STOCK OPTIONS

     7.1 Grant of Options.

     The  Plan   Administrator  is  authorized  under  the  Plan,  in  its  sole
discretion,  to grant  Options  to those  individuals  who meet the  eligibility
requirements in Section 5.

     7.2 Option Exercise Price.

     The  exercise  price  for  shares  purchased  under an  Option  shall be as
determined  by the Plan  Administrator,  but  shall not be less than 100% of the
Fair Market Value of the Common Stock on the Grant Date.

     7.3 Term of Options.

     The term of each Option shall be as established  by the Plan  Administrator
or, if not so established, shall be five (5) years from the Grant Date.

     7.4 Exercise of Options.

     The Plan  Administrator  shall  establish and set forth in each  instrument
that  evidences  an Option  the time at which or the  installments  in which the
Option  shall  become  exercisable.  If not  so  established  in the  instrument
evidencing the Option or otherwise set at the time of grant,  the Option will be
subject  to  the  following:  (a)  25% of  the  Option  shall  vest  and  become
exercisable  one year after the Grant date and the  balance of the Option  shall
vest and become  exercisable  in a series of twelve  (12)  successive  quarterly
installments for each additional quarter  thereafter;  and (b) in no event shall
any additional Option Shares vest after termination of Holder's employment by or
service to the Company.

     To the extent that the right to purchase shares has accrued thereunder,  an
Option may be exercised from time to time by written  notice to the Company,  in
accordance with procedures established by the Plan Administrator,  setting forth
the number of shares  with  respect to which the Option is being  exercised  and
accompanied by payment in full as described in Section 7.5. An Option may not be
exercised  as to less than 100 shares at any one time (or the  lesser  number of
remaining shares covered by the Option).

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     7.5 Payment of Exercise Price.

     The exercise  price for shares  purchased  under an Option shall be paid in
full to the  Company by delivery  of  consideration  equal to the product of the
Option  exercise price and the number of shares  purchased.  Such  consideration
must be paid  in cash or  check  (unless,  at the  time of  exercise,  the  Plan
Administrator  determines not to accept a personal check),  except that the Plan
Administrator,  in its sole  discretion,  may,  either at the time the Option is
granted or at any time before it is exercised and subject to such limitations as
the Plan  Administrator  may determine,  authorize payment in cash and/or one or
more of the following  alternative  forms: (a) tendering (either actually or, if
and so long as the Common Stock is  registered  under  Section 12(b) or 12(g) of
the Exchange Act, by  attestation)  Common Stock already owned by the Holder for
at least six months (or any shorter  period  necessary  to avoid a charge to the
Company's earnings for financial  reporting purposes) having a Fair Market Value
on the day prior to the exercise  date equal to the  aggregate  Option  exercise
price;  (b) if and so long as the Common Stock is registered under Section 12(b)
or 12(g) of the Exchange Act,  delivery of a properly  executed exercise notice,
together with irrevocable  instructions,  to (i) a third party designated by the
Company to deliver  promptly to the Company the aggregate amount of sale or loan
proceeds  to pay the Option  exercise  price and (ii) the Company to deliver the
certificates  for such  purchased  shares  directly to such third party,  all in
accordance  with the regulations of the Federal Reserve Board; or (c) such other
consideration as the Plan Administrator may permit.

     7.6 Post-Termination Exercises.

     In case of termination of the Holder's employment or services other than by
reason of death or Cause, the Option shall be exercisable,  to the extent of the
number of shares purchasable by the Holder at the date of such termination, only
(a) within one year if the  termination  of the Holder's  employment or services
are  coincident  with  Disability  or (b) within three months after the date the
Holder  ceases to be an  employee,  consultant,  agent,  advisor or  independent
contractor  of the  Company  or a  Subsidiary  if  termination  of the  Holder's
employment or services is for any reason other than death or Disability,  but in
no event later than the remaining term of the Option.  Any Option exercisable at
the time of the Holder's death may be exercised,  to the extent of the number of
shares  purchasable  by the  Holder at the date of the  Holder's  death,  by the
personal  representative  of the Holder's estate entitled thereto at any time or
from time to time within one year after the date of death, but in no event later
than the remaining  term of the Option.  In case of  termination of the Holder's
employment or services for Cause, the Option shall automatically  terminate upon
first discovery by the Company of any reason for such termination and the Holder
shall have no right to purchase any Shares  pursuant to such Option,  unless the
Plan Administrator  determines  otherwise.  If a Holder's employment or services
with the Company are suspended  pending an  investigation  of whether the Holder
shall be terminated for Cause, all the Holder's rights under any Option likewise
shall be suspended during the period of investigation.

     A transfer of employment  or services  between or among the Company and its
Subsidiaries  shall not be considered a  termination  of employment or services.
The effect of a Company-approved leave of absence or short-term break in service
on the  terms  and  conditions  of an  Option  shall be  determined  by the Plan
Administrator, in its sole discretion.

                                8. ASSIGNABILITY

     Except as otherwise  specified or approved by the Plan Administrator at the
time of grant or any time prior to its  exercise,  no Option  granted  under the
Plan may be assigned, pledged or transferred by the Holder other than by will or
by the laws of descent and distribution,  and during the Holder's lifetime, such
Options may be exercised only by the Holder.  Notwithstanding the foregoing, the
Plan Administrator, in its sole discretion, may permit such assignment, transfer
and  exercisability  and may  permit a Holder  of such  Option  to  designate  a
beneficiary who may exercise the Option or receive compensation under the Option
after the Holder's death; provided,  however, that (i) any Option so assigned or
transferred  shall be subject to all the same terms and conditions  contained in
the  instrument  evidencing  the Option,  (ii) the original  Holder shall remain
subject to withholding taxes upon exercise,  (iii) any subsequent transfer of an
Option shall be prohibited  and (iv) the events of  termination of employment or
contractual  relationship  set forth in subsection  7.6 shall  continue to apply
with respect to the original transferor-Holder.

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                                 9. ADJUSTMENTS

     9.1 Adjustment of Shares.

     In the  event  that,  at any time or from time to time,  a stock  dividend,
stock  split,  spin-off,  combination  or exchange of shares,  recapitalization,
merger,  consolidation,  distribution to  shareholders  other than a normal cash
dividend,  or other  change in the  Company's  corporate  or  capital  structure
results in (a) the outstanding  shares, or any securities  exchanged therefor or
received in their  place,  being  exchanged  for a different  number or class of
securities of the Company or of any other  corporation or (b) new,  different or
additional  securities of the Company or of any other corporation being received
by the  holders  of  shares  of  Common  Stock  of the  Company,  then  the Plan
Administrator,  in its sole discretion, shall make such equitable adjustments as
it shall deem  appropriate in the  circumstances in the maximum number and class
of securities subject to the Plan as set forth in Section 4.1 and the number and
class of securities that are subject to any outstanding Option and the per share
price of such  securities,  without any change in the aggregate price to be paid
therefor.  The determination by the Plan Administrator as to the terms of any of
the foregoing adjustments shall be conclusive and binding.

     9.2 Dissolution, Liquidation or Change in Control Transactions.

     (a) In the event of the proposed dissolution or liquidation of the Company,
the Company  shall  notify each Holder at least  fifteen (15) days prior to such
proposed  action.  To the extent not  previously  exercised,  all  Options  will
terminate immediately prior to the consummation of such proposed action.

     (b) If, in connection  with a Change in Control,  an Option does not remain
outstanding,  and either such Option is not assumed by the  surviving  entity or
its parent,  or the surviving  entity or its parent does not substitute  options
with substantially the same terms for such Option, such Option shall, unless the
applicable  agreement  representing an Option provides otherwise,  or unless the
Plan  Administrator  determines  otherwise in its sole and absolute  discretion,
become exercisable in full, whether or not the vesting requirements set forth in
the Option  Agreement have been  satisfied,  for a period prior to the effective
date  of  such  Change  in  Control  of  a  duration   specified   by  the  Plan
Administrator, and thereafter the Option shall terminate.

     (c)  Notwithstanding  Subsection  (b) above,  if the  Company and the other
party to the  transaction  constituting  a Change  in  Control  agree  that such
transaction is to be treated as a "pooling of interests" for financial reporting
purposes,  and if the Company's  independent  public  accountants and such other
party's independent public accountants  separately  determine in good faith that
the transaction  constituting a Change in Control would qualify for treatment of
as a "pooling of interests" but for the  acceleration of vesting provided for in
Subsection (b) above, then the acceleration of exercisability shall not occur to
the extent that the  Company's  independent  public  accountants  and such other
party's independent public accountants  separately  determine in good faith that
such  acceleration  would preclude the use of "pooling of interests"  accounting
for such transaction.

     9.3 Further Adjustment of Options.

     Subject to the preceding Section 9.2, the Plan Administrator shall have the
discretion,  exercisable  at any  time  before  a sale,  merger,  consolidation,
reorganization, dissolution, liquidation or Change in Control of the Company, as
defined by the Plan Administrator,  to take such further action as it determines
to be necessary or  advisable,  and fair and  equitable  to  Participants,  with
respect to Options. Such authorized action may include (but shall not be limited
to) establishing,  amending or waiving the type,  terms,  conditions or duration
of, or restrictions on, Options so as to provide for earlier, later, extended or
additional time for exercise, payment or settlement and other modifications, and
the Plan  Administrator  may take such actions with respect to all Participants,
to certain  categories of Participants or only to individual  Participants.  The
Plan  Administrator  may take such actions before or after  granting  Options to
which the  action  relates  and  before or after any  public  announcement  with
respect  to  such  sale,  merger,  consolidation,  reorganization,  dissolution,
liquidation  or Change in Control  that is the reason for such  action.  Without
limiting the generality of the foregoing,  if the Company is a party to a merger
or  consolidation,  outstanding  Options  shall be subject to the  agreement  of
merger or  consolidation.  Such  agreement,  without the Holder's  consent,  may
provide for:

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          (a) the continuation of such outstanding Option by the Company (if the
Company is the surviving corporation);

          (b) the assumption of the Plan and some or all outstanding  Options by
the surviving corporation or its parent;

          (c) the  substitution  by the surviving  corporation  or its parent of
Options with substantially the same terms for such outstanding Options; or

          (d) the  cancellation  of such  outstanding  Options  with or  without
payment of any consideration.

     9.4 Limitations.

     The grant of Options will in no way affect the  Company's  right to adjust,
reclassify,  reorganize or otherwise change its capital or business structure or
to merge, consolidate,  dissolve,  liquidate or sell or transfer all or any part
of its business or assets.

     9.5 Fractional Shares.

     In the event of any  adjustment  in the  number of  shares  covered  by any
Option,   any  fractional   shares  resulting  from  such  adjustment  shall  be
disregarded  and each such  Option  shall  cover only the number of full  shares
resulting from such adjustment.

                                10. WITHHOLDING

     The  Company may require the Holder to pay to the Company the amount of any
withholding  taxes that the Company is required to withhold  with respect to the
grant,  exercise,  payment or settlement of any Option.  In such instances,  the
Plan Administrator may, in its discretion and subject to the Plan and applicable
law, permit the Holder to satisfy withholding obligations,  in whole or in part,
by paying  cash.  The Company  may deduct from any Option any other  amounts due
from the Participant to the Company or a Subsidiary.

                     11. AMENDMENT AND TERMINATION OF PLAN

     11.1 Amendment of Plan.

     The Plan may be  amended  by the Board in such  respects  as it shall  deem
advisable including, without limitation, such modifications or amendments as are
necessary to maintain compliance with applicable statutes, rules or regulations.
The Board may  condition  the  effectiveness  of any amendment on the receipt of
shareholder  approval at such time and in such manner as the Board may  consider
necessary for the Company to comply with or to avail the Company, the Holders or
both  of  the  benefits  of  any  securities,   tax,  market  listing  or  other
administrative  or  regulatory  requirement  which  the Board  determines  to be
desirable.   Whenever  shareholder  approval  is  sought,  and  unless  required
otherwise by applicable law or exchange requirements,  the proposed action shall
require the  affirmative  vote of holders of a majority  of the shares  present,
entitled  to vote and  voting on the matter  without  including  abstentions  or
broker non-votes in the denominator.

     11.2 Termination Of Plan.

     The Company's  shareholders  or the Board may suspend or terminate the Plan
at any time. The Plan will have no fixed expiration date.

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                                  12. GENERAL

     12.1 Option Agreements.

     Options  granted  under the Plan shall be evidenced by a written  agreement
which shall contain such terms, conditions,  limitations and restrictions as the
Plan Administrator  shall deem advisable and which are not inconsistent with the
Plan.

     12.2 Continued Employment or Services; Rights In Options.

     None of the Plan,  participation in the Plan as a Participant or any action
of the Plan Administrator  taken under the Plan shall be construed as giving any
Participant or employee of the Company any right to be retained in the employ of
the Company or limit the Company's right to terminate the employment or services
of the Participant.

     12.3 Registration; Certificates For Shares.

     The Company shall be under no obligation to any Participant to register for
offering or resale or to qualify for exemption  under the Securities  Act, or to
register or qualify  under state  securities  laws,  any shares of Common Stock,
security  or  interest in a security  paid or issued  under,  or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue  certificates  for shares with such legends and subject to
such restrictions on transfer and stop-transfer  instructions as counsel for the
Company deems  necessary or desirable for compliance by the Company with federal
and state securities laws.

     Inability  of the  Company  to  obtain,  from any  regulatory  body  having
jurisdiction,  the authority deemed by the Company's counsel to be necessary for
the lawful issuance and sale of any shares hereunder or the unavailability of an
exemption from  registration  for the issuance and sale of any shares  hereunder
shall relieve the Company of any liability in respect of the nonissuance or sale
of such  shares  as to which  such  requisite  authority  shall  not  have  been
obtained.

     12.4 No Rights As A Shareholder.

     No Option shall  entitle the Holder to any cash  dividend,  voting or other
right of a shareholder  unless and until the date of issuance  under the Plan of
the  shares  that  are the  subject  of  such  Option,  free  of all  applicable
restrictions.

     12.5 No Trust Or Fund.

     The Plan is intended to constitute an "unfunded"  plan.  Nothing  contained
herein shall require the Company to segregate any monies or other  property,  or
shares of Common Stock, or to create any trusts, or to make any special deposits
for any  immediate  or  deferred  amounts  payable  to any  Participant,  and no
Participant  shall  have any  rights  that are  greater  than those of a general
unsecured creditor of the Company.

     12.6 Severability.

     If any  provision  of the Plan or any Option is  determined  to be invalid,
illegal or  unenforceable  in any  jurisdiction,  or as to any person,  or would
disqualify  the Plan or any Option under any law deemed  applicable  by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without,  in
the Plan  Administrator's  determination,  materially altering the intent of the
Plan or the Option,  such provision  shall be stricken as to such  jurisdiction,
person or Option, and the remainder of the Plan and any such Option shall remain
in full force and effect.

                               13. EFFECTIVE DATE

     The Plan's effective date is the date on which it is adopted by the Board.

     Original Plan adopted by the Board on October 20, 1999.

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                    PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS

  Date of
Adoption/
Amendment/
Adjustment             Section     Effect of Amendment
----------             -------     -------------------

Adoption by Board         --               --                ________, _____
on October 20, 1999