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                                 EXHIBIT 10.13

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                   AMENDMENT TO LOAN AGREEMENT

    THIS AMENDMENT TO LOAN AGREEMENT (this "Amendment") is
entered into as of December 13, 1996, by and between SEATTLE
FILMWORKS, INC., a Washington corporation ("Original Borrower"),  
OptiColor, Inc., a Washington corporation, and SEATTLE FILMWORKS
MANUFACTURING COMPANY, a Washington corporation, (collectively,
"Additional Borrowers," individually an "Additional Borrower"),
and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

                             RECITALS
    WHEREAS, Original Borrower is currently indebted to Bank
pursuant to the terms and conditions of that certain Loan
Agreement between Original Borrower and Bank dated as of April
10, 1996, as amended from time to time ("Loan Agreement");
    WHEREAS, pursuant to Section 6.11 of the Loan Agreement,
Original Borrower has formed Additional Borrowers as wholly-owned
subsidiaries of Original Borrower for the purpose of transferring
all or a major portion of its operating assets to Additional
Borrowers; and
    WHEREAS, Original Borrower and Bank have agreed to certain
changes in the terms and conditions set forth in the Loan
Agreement for the purpose of adding Additional Borrowers as 
Borrowers under the Loan Agreement, and Original Borrower and
Bank have agreed to amend the Credit Agreement to reflect said
changes; and
    WHEREAS, Additional Borrowers have agreed to become parties
to the Loan Agreement and certain other related loan documents as
provided herein.
    NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
     1.The definition of the term "Borrower" in Section 1 of
the Loan Agreement is hereby deleted in its entirety and replaced
with the following:
         "Borrower" means Seattle Film Works, Inc., a Washington
         corporation, and any successor thereto ("Original
         Borrower"), or OptiColor, Inc., a Washington
         corporation ("OptiColor"), and any successor thereto,
         or Seattle FilmWorks Manufacturing Company, a
         Washington corporation, or any successor thereto ("SF
         Manufacturing") (OptiColor and SF Manufacturing are
         each referred to individually herein as "Additional
         Borrower," and are referred to collectively herein as
         "Additional Borrowers"), in the disjunctive, except
         that (a) the term "Borrower" shall mean each Original
         Borrower and each Additional Borrower, in the
         conjunctive, in all places in this Agreement where a
         reference to Original Borrower and each Additional
         Borrower in the conjunctive is necessary to reflect the
         joint and several nature of their obligations
         hereunder, as set forth in Section 15 hereof; (b) the
         representations and warranties of "Borrower" herein
         shall be deemed to be representations and warranties

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         which are made by each Original Borrower and each
         Additional Borrower, with respect to itself and with
         respect to the other Borrowers; (c) for purposes of
         Section 6.6 hereof (Financial Covenants), financial
         covenant compliance shall be determined on a
         consolidated basis; (d) for purposes of Section 6.7
         hereof, "Borrower" shall mean "Original Borrower and
         each Additional Borrower," as applicable, except that
         the financial statements required thereunder shall be
         of Original Borrower and Additional Borrowers, on a
         consolidated and consolidating basis; (e) the amounts
         referred to in the negative covenants set forth in
         Section 7.2 (Indebtedness), Section 7.3 (Capital
         Expenditures), and Section 7.4 (Guaranties) shall apply
         to the aggregate amount of indebtedness, expenditures,
         and guaranties, as applicable, of Original Borrower and
         Additional Borrowers taken together; and(f) for
         purposes of Section 7.8, the restrictions on declaring
         and paying dividends apply only to Original Borrower,
         so long as each Additional Borrower is a wholly-owned
         subsidiary of Original Borrower.
     2.Section 6.11 is hereby deleted in its entirety, with no
substitution.
     3.To correct a typographical error in Section 7.7 and
amend it as necessary to reflect the addition of Additional
Borrowers as Borrower under the Agreement, Section 7.7 is hereby
deleted in its entirety, and replaced with the following:
         7.7  Expansion.  Acquire capital stock or assets of, or
              any interest in, any other entity; provided that
              Original Borrower and Additional Borrowers may
              invest in capital stock or assets in a similar
              line of business (direct to consumer marketing,
              digital image processing, sales and distribution
              of imaging materials and/or photo finishing),
              provided that the aggregate of all such
              investments by Original Borrower and Additional
              Borrowers may not exceed (when combined with
              capital expenditures pursuant to Section 7.3
              hereof) the greater of three million dollars
              ($3,000,000) or the consolidated cash and short-
              term investment position, less outstanding bank
              debt, as reported by Original Borrower in its most
              recent 10-Q or 10-K Report filed by Original
              Borrower with the Securities and Exchange
              Commission, in any fiscal year, non-cumulative
              from year to year.  Original Borrower and
              Additional Borrowers shall notify Bank of any such
              investment in excess of one hundred thousand
              dollars ($100,000).

     4.The following is hereby added as new Section 15 of the
Agreement:
     15.Joint And Several Liability.

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           (a)Original Borrower and Additional Borrowers
         are referred to collectively in this Section 15 as Co-
         Borrowers and individually as a Co-Borrower.  Each Co-
         Borrower has determined and represents and warrants to
         Bank that it is in its best interests and in pursuance
         of its legitimate business purposes to induce Bank to
         extend credit pursuant to this Agreement.  Each Co-
         Borrower acknowledges and represents that the
         availability of the commitments provided for herein
         benefits each Co-Borrower, and advances and other
         credit extensions made hereunder will be for and inure
         to the benefit of all Co-Borrowers, individually and as
         a group, regardless of whether such credit is disbursed
         to a joint account of Co-Borrowers or to or for the
         account or accounts of any Co-Borrower or fewer than
         all of the Co-Borrowers.

           (b)Each Co-Borrower has determined and
         represents and warrants to Bank that it has, and after
         giving effect to the transactions contemplated by this
         Agreement will have, assets having a fair saleable
         value in excess of its debts, after giving effect to
         any rights of contribution or subrogation which may be
         available to such Co-Borrower, and each Co-Borrower
         has, and will have, access to adequate capital for the
         conduct of its business and the ability to pay its
         debts as such debts mature.

           (c)Each Co-Borrower agrees that it is jointly
         and severally liable to Bank for, and each Co-Borrower
         agrees to pay to Bank when due the full amount of, all
         indebtedness and other obligations now existing or
         hereafter arising to Bank under or in connection with
         this Agreement and all modifications, extensions and
         renewals thereof (such indebtedness and other
         obligations are hereinafter referred to as "Co-
         Borrowers' obligations hereunder"), including without
         limitation all advances disbursed to any Co-Borrower
         under the Line of Credit, all interest which accrues
         thereon, all fees, costs and expenses chargeable to Co-
         Borrowers in connection therewith, all Letters of
         Credit issued for the account of any Co-Borrower, all
         reimbursement obligations thereunder, all interest
         which accrues on any unreimbursed amount of any drafts
         paid by Bank thereunder, all fees, costs and expenses
         chargeable to Co-Borrowers in connection therewith, all
         interest which accrues on any unreimbursed amounts due
         to Bank in connection therewith and all fees, costs and
         expenses chargeable to Co-Borrowers in connection
         therewith.  Co-Borrowers' obligations hereunder shall
         be in addition to any obligations of any Co-Borrower to
         Bank under any other agreement heretofore or hereafter
         given to Bank, and this Agreement shall not, unless
         expressly herein provided, affect or invalidate any

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         such other agreement.

           (d)Co-Borrowers' obligations hereunder shall be
         reinstated and revived and the rights of Bank shall
         continue if and to the extent that for any reason any
         amount at any time paid on account of this Agreement is
         rescinded or must otherwise be restored by Bank,
         whether as a result of any proceedings in bankruptcy or
         reorganization or otherwise, all as though such amount
         had not been paid.

           (e)Each Co-Borrower represents and warrants to
         Bank that it has established adequate means of
         obtaining from each other Co-Borrower on a continuing
         basis financial and other information pertaining to
         each other Co-Borrower's financial condition, and each
         Co-Borrower agrees to keep adequately informed from
         such means of any facts, events or circumstances which
         might in any way affect its risks hereunder.  Each Co-
         Borrower further agrees that Bank shall have no
         obligation to disclose to it any information or
         material about any other Co-Borrower which is acquired
         by Bank in any manner.

           (f)Each Co-Borrower waives any right to require
         Bank to: (i) proceed against any other Co-Borrower or
         any other Person; (ii) proceed against or exhaust any
         security held from any other Co-Borrower or any other
         Person; (iii) pursue any other remedy in Bank's power;
         (iv) apply payments received by Bank from any other Co-
         Borrower to any Co-Borrowers' obligations hereunder; or
         (v) make any presentments or demands for performance,
         or give any notices of nonperformance, protests,
         notices of protest or notices of dishonor in connection
         with this Agreement.

           (g)Each Co-Borrower waives any defense to its
         liability under this Agreement based upon or arising by
         reason of:  (i) any disability or other defense of any
         other Co-Borrower or any other Person; (ii) the
         cessation or limitation from any cause whatsoever,
         other than payment in full, of the liability of any
         other Co-Borrower under this Agreement; (iii) any lack
         of authority of any officer, director, partner, agent
         or other person acting or purporting to act on behalf
         of any other Co-Borrower or any defect in the formation
         of any other Co-Borrower; (iv) the application by any
         other Co-Borrower of the proceeds of the Line of Credit
         for purposes other than the purposes intended or
         understood by Bank or any Co-Borrower; (v) any act or
         omission by Bank which directly or indirectly results
         in or aids the discharge of any other Co-Borrower by
         operation of law or otherwise, or which in any way
         impairs or suspends any rights or remedies of Bank


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         against any other Co-Borrower; (vi) any impairment of
         the value of any interest in any security for the Line
         of Credit, including without limitation, the failure to
         obtain or maintain perfection or recordation of any
         interest in any such security, the release of any such
         security without substitution, and/or the failure to
         preserve the value of, or to comply with applicable law
         in disposing of, any such security; or (vii) any
         modification of any other Co-Borrower's obligations
         hereunder, including without limitation the renewal,
         extension, acceleration or other change in time for
         payment of, or other change in the terms of, the
         indebtedness of any other Co-Borrower for the Line of
         Credit, including increase or decrease of the rate of
         interest thereon.  Until the Line of Credit and all
         other Co-Borrowers' obligations hereunder shall have
         been paid and satisfied in full, no Co-Borrower shall
         have any right of subrogation with respect to the
         rights of bank against any other Co-Borrower.  Each Co-
         Borrower waives all rights and defenses it may have
         arising out of (A) any election of remedies by Bank,
         even though that election of remedies destroys its
         rights of subrogation or its rights to proceed against
         any other Co-Borrower for reimbursement, or (B) any
         loss of rights it may suffer by reason of any rights,
         powers or remedies of any other Co-Borrower in
         connection with any anti-deficiency laws or any other
         laws limiting, qualifying or discharging any Co-
         Borrower's indebtedness for the Line of Credit, whether
         by operation of Sections 726 or 580d of the Code of
         Civil Procedure as from time to time amended, or
         otherwise.  Until the Line of Credit and Co-Borrowers'
         obligations hereunder shall have been paid in full,
         each Co-Borrower waives any right to enforce any remedy
         which Bank now has or may hereafter have against any
         other Co-Borrower or any other Person, and waives any
         benefit of, or any right to participate in, any
         security now or hereafter held by Bank.

           (h)If any of the waivers herein is determined to
         be contrary to any applicable law or public policy,
         such waiver shall be effective only to the extent
         permitted by law.

     5.Additional Borrowers hereby ratify and agree, as of the
date hereof, to be bound by and liable under the Loan Agreement
and all of the other Loan Documents to which Original Borrower is
a party or by which Original Borrower is bound as of the date
hereof, jointly and severally as provided in new Section 15 added
to the Loan Agreement hereby, and Additional Borrowers agree to
execute and deliver to Bank such further agreements, documents,
and instruments in furtherance thereof as Bank may require from
time to time.
     6.Each Additional Borrower hereby makes, as of the date

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hereof and with respect to itself and Original Borrower, all of
the representations and warranties of Original Borrower set forth
in the Loan Agreement and the other Loan Documents to which
Original Borrower is a party or by which Original Borrower is
bound.
     7.Except as specifically provided herein, all terms and
conditions of the Loan Agreement remain in full force and effect,
without waiver or modification.  Except as otherwise provided
herein, all terms defined in the Loan Agreement shall have the
same meaning when used in this Amendment.  This Amendment and the
Loan Agreement shall be read together, as one document.
     8.Original Borrower hereby remakes all representations
and warranties contained in the Loan Agreement and reaffirms all
covenants set forth therein.  Original Borrower and Additional
Borrowers hereby certify that as of the date of this Amendment
there exists no Event of Default as defined in the Loan
Agreement, nor any condition, act or event which with the giving
of notice or the passage of time or both would constitute any
such Event of Default.
    IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first written
above.

                                WELLS FARGO BANK,
  SEATTLE FILMWORKS, INC.       NATIONAL ASSOCIATION



By: /s/ Case H. Kuehn                     By:  /s/ Don Ralston
                                          Don Ralston
Title:  Vice President                    Vice President





OPTICOLOR, INC.                           SEATTLE FILMWORKS
                                          MANUFACTURING COMPANY


By:  /s/ Mickey Lass                      By:  /s/ Gary R. Christophersen

Title:  President                         Title:  President

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