EXHIBIT 10.33

                           CHANGE OF CONTROL AGREEMENT

      This Change of Control Agreement (this "Agreement"), dated as of April 25,
2001, is between PhotoWorks, Inc., a Washington corporation (the "Company"), and
(the "Executive").

                                     RECITAL

      The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its shareholders to ensure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined in Section
1.1 hereof) of the Company. The Board believes it is imperative to diminish the
inevitable distraction of the Executive arising from the personal uncertainties
and risks created by a pending or threatened Change of Control, to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide the
Executive with reasonable compensation and benefit arrangements upon a Change of
Control.

                                    AGREEMENT

      In order to accomplish these objectives, the Board has caused the Company
to enter into this Agreement.

1.    DEFINITIONS

      1.1 Change of Control

      "Change of Control" means any of the following events:

      (a) Consummation of a reorganization, exchange of securities, merger or
consolidation involving the Company (each, a "Business Combination"), unless
immediately following such Business Combination, (i) more than 50% of the then
outstanding shares of common stock of the corporation resulting from or
effecting such Business Combination and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all the individuals and entities who were the beneficial
owners of the outstanding common stock of the Company immediately prior to such
Business Combination in substantially the same proportion as their ownership
immediately prior to such Business Combination, and (ii) at least a majority of
the members of the board of directors of the corporation resulting from or
effecting such Business Combination were (or were approved by a majority of) the
Incumbent Directors (as defined below) at the time of the

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execution of the initial agreement or action of the Board providing for such
Business Combination.

      (b) Consummation of any sale, lease, exchange or other transfer in one
transaction or a series of related transactions of all or substantially all of
the Company's assets other than a transfer of the Company's assets to a
majority-owned subsidiary of the Company (as the term "subsidiary" is defined
for purposes of Section 424(f) of the Internal Revenue Code of 1986, as amended)
(the "Code"); or

      (c) Acquisition by a person, within the meaning of Section 3(a)(9) or
Section 13(d)(3) (as in effect on the date of this agreement) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), of a majority or more of
the Company's outstanding voting securities (whether directly or indirectly,
beneficially or of record). Ownership of voting securities shall take into
account and shall include ownership as determined by applying Rule
13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange
Act.

      For purposes of paragraph (a) above, "Incumbent Director" means a member
of the Board who has been either (i) nominated by a majority of the directors of
the Company then in office or (ii) appointed by directors so nominated, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board.

      1.2 Change of Control Date

      "Change of Control Date" shall mean the first date on which a Change of
Control occurs.

      1.3 Employment Period

      "Employment Period" shall mean the one-year period commencing on the
Change of Control Date and ending on the first anniversary of such date.

2.    TERM

      The term of this Agreement ("Term") shall be for one year following the
Change of Control Date, unless extended by the parties hereto.

3.    EMPLOYMENT

      3.1 Employment Period

      During the Employment Period, the Company hereby agrees to continue the
Executive in its employ or in the employ of its affiliated companies, and the
Executive hereby


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agrees to remain in the employ of the Company or its affiliated companies, in
accordance with the terms and provisions of this Agreement; provided, however,
that either the Company or the Executive may terminate the employment
relationship subject to the terms of this Agreement.

      3.2 Position and Duties

      During the Employment Period, the Executive's title, position, authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned at any
time during the 90-day period immediately preceding the Change of Control Date.

      3.3 Location

      During the Employment Period, the Executive's services shall be performed
at the same location that they were performed immediately prior to the Change of
Control Date, or at any other place within a 35-mile radius of such location
(except for reasonably required travel).

      3.4 Termination Prior to Change of Control

      If prior to the Change of Control Date, the Executive's employment with
the Company or its affiliated companies terminates for any reason, then the
Executive shall have no further rights under this Agreement; provided, however,
that the Company may not avoid liability for any termination payments that would
have been required during the Employment Period pursuant to Section 7 hereof by
terminating the Executive prior to the Employment Period where such termination
is carried out a) within six months of a Change of Control b) in anticipation of
a Change of Control and c) the principal motivating purpose is to avoid
liability for such termination payments.

4.    ATTENTION AND EFFORT

      During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive will devote all
[his] [her] productive time, ability, attention and effort to the business and
affairs of the Company and the discharge of the responsibilities assigned to
[him] [her] hereunder, and [he] [she] will use [his] [her] reasonable best
efforts to perform faithfully and efficiently such responsibilities. It shall
not be a violation of this Agreement for the Executive to (a) serve on
corporate, civic or charitable boards or committees approved in advance by the
Board, (b) deliver lectures, fulfill speaking engagements or teach at
educational institutions, (c) manage personal investments, so long as such
activities do not significantly interfere with the performance of the
Executive's responsibilities in accordance with this Agreement, and (d) conduct
other activities approved in advance by the Company. It is expressly understood
and agreed that to the extent any such activities have been conducted by the
Executive prior to the Employment Period, the continued conduct of such
activities (or the conduct of activities similar in nature


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and scope thereto) during the Employment Period shall not thereafter be deemed
to interfere with the performance of the Executive's responsibilities to the
Company.

5.    COMPENSATION AND BENEFITS

      As long as the Executive remains employed by the Company during the
Employment Period, the Company agrees to pay or cause to be paid to the
Executive, and the Executive agrees to accept in exchange for the services
rendered hereunder by [him] [her], the following compensation:

      5.1 Salary

      The Executive shall receive an annual base salary (the "Annual Base
Salary") at least equal to the current annual salary for the fiscal year in
which the Change of Control Date occurs. The Annual Base Salary shall be paid in
substantially equal installments and at the same intervals as the salaries of
other employees of the Company are paid. The Board, or a committee of the Board,
shall review the Annual Base Salary at least annually and shall determine in
good faith and consistent with any generally applicable Company policy any
increases for future years.

      5.2 Incentive, Retirement and Welfare Benefit Plans; Vacation

      During the Employment Period, the Executive shall be entitled to
participate, subject to and in accordance with applicable eligibility
requirements, in such fringe benefit programs as shall be generally made
available to other employees of the Company and its affiliated companies from
time to time during the Employment Period by action of the Board (or any person
or committee appointed by the Board to determine fringe benefit programs and
other emoluments), including, without limitation, paid vacations; any stock
purchase, savings or retirement plan, practice, policy or program; and all
welfare benefit plans, practices, policies or programs (including, without
limitation, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
or programs).

      5.3 Expenses

      During the Employment Period, the Executive shall be entitled to receive
prompt reimbursement for all reasonable employment expenses incurred by [him]
[her] in accordance with the policies, practices and procedures of the Company
and its affiliated companies in effect for the employees of the Company and its
affiliated companies during the Employment Period.


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6.    TERMINATION

      During the Employment Period, employment of the Executive may be
terminated as follows:

      6.1 By the Company or the Executive

      At any time during the Employment Period, the Company may terminate the
employment of the Executive with or without Cause (as defined below) and the
Executive may terminate [his] [her] employment for Good Reason (as defined
below) or for any reason, upon giving Notice of Termination (as defined below)
(subject to the ninety day limitation on termination for Good Reason as set
forth in Section 7.7(a)).

      6.2 Automatic Termination

      This Agreement and the Executive's employment during the Employment Period
shall terminate automatically upon the death or Total Disability of the
Executive. The term "Total Disability" as used herein shall mean the Executive's
inability (with such accommodation as may be required by law and which places no
undue burden on the Company), as determined by an independent physician selected
by the Company and reasonably acceptable to the Executive, to perform the duties
set forth in Section 3.2 hereof for a period or periods aggregating 120 calendar
days in any 12-month period as a result of physical or mental illness, loss of
legal capacity or any other cause beyond the Executive's control, unless the
Executive is granted a leave of absence by the Board. The Executive and the
Company hereby acknowledge that the duties specified in Section 3.2 hereof are
essential to the Executive's position and that the Executive's ability to
perform those duties is the essence of this Agreement.

      6.3 Notice of Termination

      Any termination by the Company or by the Executive during the Employment
Period shall be communicated by Notice of Termination to the other party given
in accordance with Section 10 hereof. The term "Notice of Termination" shall
mean a written notice that (a) indicates the specific termination provision in
this Agreement relied upon and (b) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated. The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance that contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company
hereunder or preclude the Executive or the Company from asserting such fact or
circumstance in enforcing the Executive's or the Company's rights hereunder.

      6.4 Date of Termination

      During the Employment Period, "Date of Termination" means (a) if the
Executive's employment is terminated by reason of death, at the end of the
calendar month in which the


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Executive's death occurs, (b) if the Executive's employment is terminated by
reason of Total Disability, immediately upon a determination by the Company of
the Executive's Total Disability, and (c) in all other cases, five days after
the effective date of notice pursuant to Section 13 hereof. The Executive's
employment and performance of services will continue during such five-day
period; provided, however, that the Company may, upon notice to the Executive
and without reducing the Executive's compensation during such period, excuse the
Executive from any or all of [his] [her] duties during such period.

7.    TERMINATION PAYMENTS

      In the event of termination of the Executive's employment during the
Employment Period, all compensation and benefits set forth in this Agreement
shall terminate, except as specifically provided in this Section 7.

      7.1 Termination by the Company Other Than for Cause or by the Executive
for Good Reason

      If during the Employment Period the Company terminates the Executive's
employment other than for Cause, or the Executive terminates [his] [her]
employment for Good Reason (following the initial ninety (90) days of the
Employment Period in the case of Good Reason under Section 7.7(a)) then subject
to compliance with section 7.1(d), the Executive shall be entitled to, in all
cases, less any amounts required by applicable law to be withheld by the
Company:

      (a) receive payment of the following accrued obligations (the "Accrued
Obligations"):

            (i) the Executive's Annual Base Salary through the Date of
      Termination to the extent not theretofore paid; and

            (ii) any compensation previously deferred by the Executive (together
      with accrued interest or earnings thereon, if any) and any accrued
      vacation pay that would be payable under the Company's standard policy, in
      each case to the extent not theretofore paid;

      (b) an amount as severance pay equal to the sum of one half (50%) of the
Executive's Annual Base Salary for the fiscal year in which the Date of
Termination occurs ; provided, however, that such payment shall be in full and
final satisfaction of any claim of the Executive against the Company arising out
of the officer's employment by the Company or the termination of such
employment; and

      (c) immediate vesting and exercisability of all options to purchase
securities of the Company or its successors held by the Executive. Such options
shall be exercisable for the such period as is specified by the governing Stock
Option Plan and any agreement pursuant to which such options were granted.


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      (d) As a condition precedent to the Company's obligations and the
Executive's rights accruing under Section 7.1(b) and (c), after any termination
of Executive's employment during the Employment Term, (i) Executive shall
execute and deliver to the Company a comprehensive release of all claims the
Executive has or may have against the Company (except under this Agreement) in a
form provided by the Company or reasonably satisfactory to the Company, and (ii)
such release shall become binding upon Executive and his heirs, executors,
administrators, and assigns pursuant to its terms and applicable law.

      7.2 Termination for Cause or Other Than for Good Reason

      If during the Employment Period the Executive's employment shall be
terminated by the Company for Cause or by the Executive for other than Good
Reason, this Agreement shall terminate without further obligation on the part of
the Company to the Executive, other than the Company's obligation to pay the
Executive the Accrued Obligations to the extent theretofore unpaid.

      7.3 Expiration of Term

      In the case of a termination of the Executive's employment as a result of
the expiration of the Term of this Agreement, this Agreement shall terminate
without further obligation on the part of the Company to the Executive, other
than the Company's obligation to pay the Executive the Accrued Obligations.

      7.4 Termination Because of Death or Total Disability

      If during the Employment Period the Executive's employment is terminated
by reason of the Executive's death or Total Disability, this Agreement shall
terminate automatically without further obligation on the part of the Company to
the Executive or [his] [her] legal representatives under this Agreement, other
than the Company's obligation to pay the Executive the Accrued Obligations
(which shall be paid to the Executive's estate or beneficiary, as applicable in
the case of the Executive's death).

      7.5 Payment Schedule

      All payments of the Accrued Obligations or any portion thereof payable
pursuant to this Section 7, shall be made to the Executive within thirty (30)
calendar days of the Date of Termination; provided the payment of severance and
acceleration of options under Section 7.1(b) and (c) shall occur within the
later of thirty (30) calendar days of the Date of Termination or the effective
date of the release required by Section 7.1 (d).

      7.6 Cause

      For purposes of this Agreement, "Cause" means cause given by the Executive
to the Company and shall be limited to the occurrence of one or more of the
following events:


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      (a) A clear refusal to carry out any material lawful duties of the
Executive or any directions of the Board, all reasonably consistent with the
duties described in Section 3.2 hereof, provided the Executive has been given
reasonable notice and opportunity to correct any such failure;

      (b) Violation by the Executive of a state or federal criminal law
involving the commission of a crime against the Company or any of its
subsidiaries;

      (c) Deception, fraud, misrepresentation or dishonesty by the Executive, or
any incident materially compromising the Executive's reputation or ability to
represent the Company with investors, customers or the public; or

      (d) Unauthorized use or disclosure of confidential information or trade
secrets.

      7.7 Good Reason

      For purposes of this Agreement, "Good Reason" means

      (a) The assignment to the Executive of any duties materially inconsistent
with the Executive's title, position, authority, duties or responsibilities as
contemplated by Section 3.2 hereof or any other action by the Company that
results in a material diminution in such title, position, authority, duties or
responsibilities, provided, however, that Executive may not invoke this Section
7.7(a) during the initial ninety (days) of the Employment Period, and after
which the change(s) in title, position, authority, duties or responsibilities
shall be measured against those of the Executive immediately prior to the Change
of Control;

      (b) Any failure by the Company to comply with any of the provisions of
Section 5 hereof;

      (c) The Company's requiring the Executive to be based at any office or
location other than that described in Section 3.3 hereof;

      (d) Any failure by the Company to comply with and satisfy Section 11
hereof, provided that the Company's successor has received at least 10 days'
prior written notice from the Company or the Executive of the requirements of
Section 11 hereof; or

      (e) Any other material violation of any provision of this Agreement by the
Company.

      7.8 Excess Parachute Limitation

      (a) Subject to paragraph (b) of this Section 7.8, if either the Company or
the Executive receives confirmation from the Company's independent tax counsel
or its certified public accounting firm, or such other accounting firm retained
as independent certified public accountants for the Company (the "Tax Advisor"),
that any payment by the Company to the Executive under this Agreement or
otherwise would be considered to be an "excess parachute


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payment" within the meaning of Section 280G of the Code, then the aggregate
payments by the Company pursuant to this Agreement shall be reduced to the
highest amount that may be paid to the Executive by the Company under this
Agreement without having any portion of any amount payable to the Executive by
the Company or a related entity under this Agreement or otherwise treated as
such an "excess parachute payment," and, if permitted by applicable law and
without adverse tax consequence, such reduction shall be made to the last
payment due hereunder. Any payments made by the Company to the Executive under
this Agreement that are later confirmed by the Tax Advisor to be "excess
parachute payments" shall be considered by all parties to have been a loan by
the Company to the Executive, which loan shall be repaid by the Executive upon
demand, together with interest calculated at the lowest interest rate authorized
for such loans under the Code, without a requirement that further interest be
imputed.

      (b) In the event that application of paragraph (a) of this Section 7.8
would result in the Executive's receiving pursuant to Section 7.1 hereof an
amount less than one half (50%) of the Executive's Annual Base Salary for the
fiscal year in which the Date of Termination applies (the "Minimum Severance
Amount"), then the Minimum Severance Amount shall be paid to Executive and
Executive shall also be entitled to the adjustments contemplated by Section 7.9
hereof.

      7.9 Certain Adjustments

      (a) In the event that the Executive becomes entitled to the payments or
other benefits described this Section 7 and the Executive becomes subject to the
tax imposed by Section 4999 of the Code or any successor provision (the "Excise
Tax") as a result of such payments and benefits and any other payments or
benefits from the Company required to be taken into account under Code Section
280G(b)(2) (collectively, "Parachute Payments"), the Company shall pay to the
Executive an additional amount (the "Make-Whole Payment") equal to the sum of
(i) the Excise Tax payable to the Executive prior to the Make-Whole Payment and
(ii) the Federal, state and local income tax and Excise Tax (including any
interest or penalties thereon) payable upon all payments made under
subparagraphs (i) and (ii) of this Section 7.9(a).

      (b) All determinations required to be made under this Section 7, including
whether the Executive has received a Parachute Payment, shall be made by the Tax
Advisor (the "Accounting Firm"), which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the receipt of notice from the Executive that the Executive has received a
payment under Section 5, or such earlier time as is requested by the Company. In
the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Executive shall
appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company. If the Accounting Firm determines that no Excise
Tax is payable by the Executive, it shall furnish the Executive with a written
opinion that failure to report the


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Excise Tax on the Executive's applicable federal income tax return would not
result in the imposition of a negligence or similar penalty. As promptly as
practicable following such determination, the Company shall pay to or distribute
for the benefit of the Executive such payments as are then due to the Executive
under this Agreement. Any determination by the Accounting Firm shall be binding
upon the Company and Executive.

8.    REPRESENTATIONS, WARRANTIES AND OTHER CONDITIONS

      In order to induce the Company to enter into this Agreement, the Executive
represents and warrants to the Company that neither the execution nor the
performance of this Agreement by the Executive will violate or conflict in any
way with any other agreement by which the Executive may be bound.

9.    NOTICE AND CURE OF BREACH

      Whenever a breach of this Agreement by either party is relied upon as
justification for any action taken by the other party pursuant to any provision
of this Agreement, other than pursuant to the definition of Cause set forth in
Section 7.6 hereof, before such action is taken, the party asserting the breach
of this Agreement shall give the other party at least 10 days' prior written
notice of the existence and the nature of such breach before taking further
action hereunder and shall give the party purportedly in breach of this
Agreement the opportunity to correct such breach during the 10-day period.

10.   NOTICES

      All notices given hereunder shall be given in writing, shall specifically
refer to this Agreement and shall be personally delivered or sent by telecopy or
other electronic facsimile transmission or by reputable overnight courier, at
the address set forth below or at such other address as may hereafter be
designated by notice given in compliance with the terms hereof. Such notice
shall be effective upon receipt or upon refusal of the addressee to accept
delivery.

         If to the Executive:         [Name of Executive]
                                      ____________________________________
                                      ____________________________________

         If to the Company:           -

                                      PhotoWorks Inc.

                                      1260 16th Ave W

                                      Seattle WA 98119

                                      Attn: Chief Executive Officer


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         Copy to:                     Heller Ehrman White & McAuliffe, LLP

                                      701 5th Ave. Suite 6100

                                      Seattle, WA 98104

11.   ASSIGNMENT

      This Agreement is personal to the Executive and shall not be assignable by
the Executive. The Company shall assign to and require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all the business and/or assets of the Company to assume expressly
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place. As used in this Agreement, "Company" shall mean PhotoWorks, Inc. and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise. All the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors and
permitted assigns.

12.   WAIVERS

      No delay or failure by either party hereto in exercising, protecting or
enforcing any of its rights, titles, interests or remedies hereunder, and no
course of dealing or performance with respect thereto, shall constitute a waiver
thereof. The express waiver by a party hereto of any right, title, interest or
remedy in a particular instance or circumstance shall not constitute a waiver
thereof in any other instance or circumstance. All rights and remedies shall be
cumulative and not exclusive of any other rights or remedies.

13.   TERMINATION OF AGREEMENT PRIOR TO THE EMPLOYMENT PERIOD; AMENDMENTS IN
      WRITING

      This Agreement may be unilaterally terminated by the Company at any time
prior to the commencement of the Employment Period by notice given to the
Executive in accordance with Section 10 hereof, with such termination effective
one year following the date the notice was so given. In the event that the
Employment Period commences prior to the effectiveness of the termination of
this agreement, the notice of termination shall have no effect.

      Except as provided in the prior paragraph, no amendment, modification,
waiver, termination or discharge of any provision of this Agreement, nor consent
to any departure therefrom by either party hereto, shall in any event be
effective unless the same shall be in writing, specifically identifying this
Agreement and the provision intended to be amended, modified, waived, terminated
or discharged and signed by the Company and the Executive, and each such
amendment, modification, waiver, termination or discharge shall be effective


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only in the specific instance and for the specific purpose for which given. No
provision of this Agreement shall be varied, contradicted or explained by any
oral agreement, course of dealing or performance or any other matter not set
forth in an agreement in writing and signed by the Company and the Executive.

14.   APPLICABLE LAW

      This Agreement shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and
enforced in accordance with, the laws of the state of Washington, without regard
to any rules governing conflicts of laws.

15.   ARBITRATION

      Any dispute arising under this Agreement shall be subject to arbitration.
The arbitration proceeding shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA Rules") then
in effect, conducted by one arbitrator either mutually agreed upon or selected
in accordance with the AAA Rules, except that the parties thereto shall have any
right to discovery as would be permitted by the Federal Rules of Civil Procedure
for a period of 90 days following the commencement of such arbitration and the
arbitrator thereof shall resolve any dispute that arises in connection with such
discovery. The arbitration shall be conducted in King County, Washington under
the jurisdiction of the Seattle office of the American Arbitration Association.
The arbitrator shall have authority only to interpret and apply the provisions
of this Agreement and shall have no authority to add to, subtract from, or
otherwise modify the terms of this Agreement. Any demand for arbitration must be
made within 60 days of the event(s) giving rise to the claim that this Agreement
has been breached. The arbitrator's decision shall be final and binding, and
each party agrees to be bound by the arbitrator's award, subject only to an
appeal therefrom in accordance with the laws of the state of Washington. Either
party may obtain judgment upon the arbitrator's award in the Superior Court of
King County, Washington.

16.   SEVERABILITY

      If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, then, to the full extent
permitted by law, (a) all other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in order to carry
out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such
provision to the extent necessary for such provision to be enforceable under
applicable law.

17.   ENTIRE AGREEMENT

      This Agreement, on and as of the date hereof, constitutes the entire
agreement between the Company and the Executive with respect to the subject
matter hereof and all prior or contemporaneous oral or written communications,
understandings or agreements


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between the Company and the Executive with respect to such subject matter are
hereby superseded and nullified in their entireties.

18.   COUNTERPARTS

      This Agreement may be executed in counterparts, each of which counterparts
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

19.   HEADINGS

      All headings used herein are for convenience only and shall not in any way
affect the construction of, or be taken into consideration in interpreting, this
Agreement.

      IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement effective on the date first set forth above.


                                           EXECUTIVE

                                           /s/ Executive

                                                   [Name of Executive]


                                           PhotoWorks, Inc.

                                           By /s/ Gary R Christophersen
                                              Its Chairman


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