THIRD AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             SEATTLE FILMWORKS, INC.


     Except  for  the  amendments  to  the  Amended  and  Restated  Articles  of
Incorporation made pursuant to the Certificate of Information attached hereto as
Exhibit A, these Third Amended and Restated Articles of Incorporation  correctly
set forth without change the corresponding  provisions of the Second Amended and
Restated Articles of Incorporation as theretofore amended and, together with the
amendments which have been incorporated herein, supersede the Second Amended and
Restated Articles of Incorporation and all amendments thereto.

                                    ARTICLE I

     The name of this corporation is SEATTLE FILMWORKS, INC.

                                   ARTICLE II

     This corporation has perpetual existence.

                                   ARTICLE III

     The purpose or purposes for which this corporation is organized are:

     (1) To advertise and market  various  products and services,  to distribute
film, to provide various film developing and processing  services and to develop
and market various test preparation materials.

     (2) To engage in any other lawful business or activity whatsoever which may
hereafter from time to time be authorized by the Board of Directors.

                                   ARTICLE IV

     (1) Authorized Capital. The total number of shares which the corporation is
authorized  to issue is one hundred  three  million two hundred  fifty  thousand
(103,250,000),  consisting of one hundred one million two hundred fifty thousand
(101,250,000)   shares  of  common  stock,  par  value  $.01,  and  two  million
(2,000,000) shares of preferred stock, par value $.01. Shares shall be issued at
such prices as shall be determined  by the Board of Directors.  The common stock
is subject to the rights and  preferences of the preferred  stock as hereinafter
set forth.

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     (2)  Issuance of  Preferred  Stock in Series.  The  preferred  stock may be
issued  from time to time in one or more series in any manner  permitted  by law
and the provisions of these Restated  Articles of  Incorporation,  as determined
from time to time by the Board of  Directors  and  stated in the  resolution  or
resolutions  providing  for the issuance  thereof,  prior to the issuance of any
shares  thereof.  The Board of  Directors  shall have the  authority  to fix and
determine  and to amend,  subject  to the  provisions  hereof,  the  rights  and
preferences  of the  shares  of any  series  that is  wholly  unissued  or to be
established.   Unless   otherwise   specifically   provided  in  the  resolution
establishing  any  series,  the  Board  of  Directors  shall  further  have  the
authority,  after  the  issuance  of  shares  of a series  whose  number  it has
designated,  to amend the  resolution  establishing  such series to decrease the
number  of  shares of that  series,  but not below the  number of shares of such
series then outstanding.

     (3)  Dividends.  The  holders  of shares of the  preferred  stock  shall be
entitled  to  receive  dividends,  out of the funds of the  corporation  legally
available  therefor,  at the rate and at the time or times as may be provided by
the Board of Directors in designating a particular series of preferred stock. If
such  dividends on the  preferred  stock shall be  cumulative,  and if dividends
shall  not have  been  paid,  then  the  deficiency  shall be fully  paid or the
dividends  declared and set apart for payment at such rate, but without interest
on cumulative dividends,  before any dividends on the common stock shall be paid
or declared and set apart for payment.  The holders of the preferred stock shall
not be  entitled  to receive  any  dividends  thereon  other than the  dividends
referred to in this section, unless otherwise provided by the Board of Directors
in designating a particular series of preferred stock.

     (4) Redemption.  The preferred stock may be redeemable in such amounts, and
at  such  time or  times,  as may be  provided  by the  Board  of  Directors  in
designating a particular series of preferred stock. In any event, such preferred
stock may be repurchased by the corporation to the extent legally permissible.

     (5) Liquidation. In the event of any liquidation, dissolution or winding up
of the affairs of the  corporation,  whether  voluntary  or  involuntary,  then,
before any  distribution  shall be made to the holders of the common stock,  the
holders of the preferred stock at the time  outstanding  shall be entitled to be
paid the  preferential  amount or amounts  per share as may be  provided  by the
Board of Directors in  designating a particular  series of preferred  stock plus
dividends  accrued  thereon  to the date of such  payment.  The  holders  of the
preferred stock shall not be entitled to receive any  distributive  amounts upon
the  liquidation,  dissolution  or winding up of the affairs of the  corporation
other  than  the  distributive  amounts  referred  to in  this  section,  unless
otherwise  provided by the Board of Directors in designating a particular series
of preferred stock.

     (6)  Conversion.  Shares of preferred stock may be convertible to shares of
common stock at such rate and subject to such  adjustments as may be provided by
the Board of Directors in designating a particular series of preferred stock.

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     (7) Voting Rights. Holders of preferred stock shall have such voting rights
as may be provided by the Board of Directors in designating a particular  series
of preferred stock.

                                    ARTICLE V

     Shareholders  of this  corporation  have no  preemptive  rights to  acquire
additional shares issued by the corporation.

                                   ARTICLE VI

     At each election for directors,  every shareholder entitled to vote at such
election  has the right to vote in  person  or by proxy the  number of shares of
stock held by him for as many persons as there are  directors to be elected.  No
cumulative voting for directors shall be permitted.

                                   ARTICLE VII

     (1) No  contracts or other  transactions  between the  corporation  and any
other corporation, and no act of the corporation shall in any way be affected or
invalidated  by the  fact  that  any of the  directors  of the  corporation  are
pecuniarily  or otherwise  interested  in, or are directors or officers of, such
other corporation; and

     (2) Any director  individually,  or any firm of which any director may he a
member, may be a party to, or may be pecuniarily or otherwise interested in, any
contracts or transactions of the corporation,  provided that the fact that he or
such firm is so  interested  shall be  disclosed or shall have been known to the
Board of Directors or a majority thereof.

                                  ARTICLE VIII

     The Corporation  reserves the right to amend,  alter,  change or repeal any
provision  contained in these  Articles of  Incorporation,  in the manner now or
hereafter  prescribed  by law,  and all rights and  powers  conferred  herein on
shareholders and directors are subject to this reserved power.

                                   ARTICLE IX

     (1)  Prevention of  Greenmail.  Any purchase by the  corporation  of voting
shares from an  interested  shareholder  (as  hereinafter  defined),  other than
pursuant to an offer to the holders of all of the outstanding shares of the same
class of voting shares as those so purchased,  at a per share price in excess of
its fair market value (as  hereinafter  defined) at the time of such purchase of

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the shares so purchased, shall require the affirmative vote of the holders of at
least a majority of the shares  entitled to be counted under this Article IX, or
if  any  class  of  shares  is  entitled  under  these   Restated   Articles  of
Incorporation  or under law to vote thereon as a class,  then by the affirmative
vote of at least a majority  of the shares of each class  entitled to be counted
under this Article IX and of the total shares  entitled to be counted under this
Article  IX.  All  outstanding  shares  entitled  to vote under  these  Restated
Articles of  Incorporation  or under law shall be  entitled to be counted  under
this  Article  IX  except  shares  owned by or voted  under  the  control  of an
interested shareholder may not be counted to determine whether shareholders have
approved  such  purchase for purposes of this Article IX. The vote of the shares
owned by or under the control of an interested  shareholder,  however,  shall be
counted in determining whether a quorum exists.

     (2) Definitions. For the purpose of this Article:

     (a) A "person" means any individual, firm, corporation or other entity.

     (b)  An  "interested   shareholder"   means  any  person  (other  than  the
corporation or any subsidiary) or group of affiliated  persons who  beneficially
own  twenty  percent  (20%)  or more of the  outstanding  voting  shares  of the
corporation,  excluding any person who, in good faith and not for the purpose of
circumventing this Article IX, is an agent, bank, broker, nominee or trustee for
another person, if such person is not an interested shareholder.

     (c) A "subsidiary"  means any corporation of which a majority of each class
of equity security is owned directly or indirectly by the corporation.

     (d) An "affiliated  person" means any person who either her acts jointly or
in concert  with, or directly or indirectly  controls,  is controlled  by, or is
under common control with another person.

     (e) "beneficially  own" has the meaning ascribed to such term in Rule 13d-3
of the Rules and  Regulations  under the Securities  Exchange Act of 1934, as in
effect on January 1, 1986.

     (f) "fair  market  value"  means the closing  sale price on the trading day
immediately  preceding  the date in  question  of a share  of such  stock on the
Composite Tape for New York Stock Exchange - Listed Stocks, or, if such stock is
not quoted on the Composite  Tape, on the New York Stock  Exchange,  or, if such
stock is not quoted on such exchange,  on the principal United States securities
exchange  registered  under the  Securities  Exchange  Act of 1934 on which such
stock is listed, or, if such stock is not listed on any such exchange,  the last
sale price or closing bid quotation,  whichever is available,  with respect to a
share  of such  stock  on the  trading  day  immediately  preceding  the date in
question on the National  Association  of  Securities  Dealers,  Inc.  Automated
Quotations  System or any  system  then in use,  or, if no such  quotations  are
available,  the fair  market  value on the date in  question  of a share of such
stock as determined by the Board of Directors in good faith.

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                                    ARTICLE X

     Pursuant to RCW  23B.17.020(3)(d),  the Company  expressly elects not to be
covered by the provisions of RCW 23B.17.020.

                                   ARTICLE XI

                        LIMITATION OF DIRECTOR LIABILITY

     No  director  of  the  corporation   shall  be  personally  liable  to  the
corporation or its shareholders for monetary damages for his or her conduct as a
director on or after the date this  Article  become  effective,  except for: (i)
acts or omissions that involve intentional  misconduct or a knowing violation of
law by the  director,  (ii)  approval  of  certain  distributions  or  loans  in
violation of RCW 23B.08.310,  or (iii) any  transaction  from which the director
will  personally  receive a benefit in money,  property or services to which the
director is not legally  entitled.  If, after approval by  shareholders  of this
Article,  the  Washington  Business  Corporation  Act,  is amended to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
directors,  then  the  liability  of a  director  of the  corporation  shall  be
eliminated or limited to the fullest extent permitted by the Washington Business
Corporation Act, as so amended. Any amendment to or repeal of this Article shall
not adversely  affect any right or  protection of a director of the  corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.

                                   ARTICLE XII

                                    DIRECTORS

     The  number  of  directors  which  shall  constitute  the  entire  Board of
Directors  of this  corporation  shall be not less than  three (3) nor more than
fifteen (15).  Within these limits,  the number of directors shall be fixed from
time to time by  resolutions  of the  Board of  Directors.  The  Board  shall be
divided into three classes: Class I Directors,  Class II Directors and Class III
Directors.  Each such class of  directors  shall be as nearly equal in number of
directors as possible.  Each director shall serve for a term ending at the third
annual shareholders' meeting following the annual meeting at which such director
was elected;  provided,  however,  that the  directors  first elected as Class I
Directors  shall serve for a term ending at the annual meeting to be held in the
year following the first election of directors by classes,  the directors  first
elected  as Class II  Directors  shall  serve for a term  ending  at the  annual
meeting to be held in the second year  following the first election of directors

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by classes and the directors  first  elected as Class III Directors  shall serve
for a term ending at the annual  meeting to be held in the third year  following
the first election of directors by classes.  Notwithstanding the foregoing, each
director  shall serve until his successor  shall have been elected and qualified
or until his earlier death, resignation or removal.

     At each annual election,  the directors chosen to succeed those whose terms
then expire shall be identified as being of the same class as the directors they
succeed,  unless, by reason of any intervening  changes in the authorized number
of directors,  the Board shall designate one or more  directorships  whose terms
then expire as  directorships  of another  class in order more nearly to achieve
equality  in  the  number  of  directors   among  the  classes.   Newly  created
directorships  resulting  from any  increase in the number of  directors  or any
vacancies on the Board of Directors resulting from death,  resignation,  removal
or other  cause  shall be filled by the  affirmative  vote of a majority  of the
remaining  directors then in office, even though less than a quorum of the Board
of  Directors.  Any director  elected to fill a vacancy in  accordance  with the
preceding  sentence  shall be of the same class as the  director he succeeds and
shall hold office for the remainder of the full term of such class,  unless,  by
reason of any previous changes in the authorized number of directors,  the Board
shall  designate the vacant  directorship  as a directorship of another class in
order more  nearly to achieve  equality  in the  number of  directors  among the
classes.

     Notwithstanding  the rule that the three  classes  shall be nearly equal in
number of  directors as possible,  upon any change in the  authorized  number of
directors,  each  director then  continuing  to serve as such will  nevertheless
continue as director of the class of which he is a member,  until the expiration
of his current term or his earlier death,  resignation or removal.  If there are
any newly  created  directorships  or  vacancies  on the Board,  the Board shall
allocate any such  directorship  or vacancy to that of the available  classes of
directors  whose term of office is due to expire at the earliest date  following
such allocation.

     At any meeting of  shareholders  called  expressly  for that  purpose,  the
entire Board of Directors,  or any member thereof, may be removed from office at
any time, but only (1) for Cause and (2) by the affirmative  vote of the holders
of a majority of shares then entitled to vote at an election of such  directors.
For purpose of this Article XII, "Cause" shall be construed to exist only if the
director whose removal is proposed (i) has been convicted of a felony by a court
of  competent  jurisdiction  or (ii) has been  adjudged by a court of  competent
jurisdiction to be liable for engaging in an act involving  willful  malfeasance
which had a material adverse effect on this corporation.

     Where a question of removal of a director for Cause is to be presented  for
shareholder  consideration,  an  opportunity  must be provided  such director to
present  his or her  defense  to the  shareholders  by a  statement  which  must
accompany or precede the notice of the meeting at which removal of such director
for Cause shall be considered.  Under such  circumstances  the director involved
shall be served  with  notice of the meeting at which such action is proposed to
be taken together with a statement of the specific charges and shall be given an
opportunity  to be  present  and to be heard at the  meeting at which his or her
removal is considered.

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     DATED as of this 27 day of January, 1998.

                                         SEATTLE FILMWORKS, INC.



                                         By  /s/ Case Kuehn
                                           Case Kuehn, Vice President - Finance


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                                    Exhibit A

                           CERTIFICATE OF INFORMATION
                                       TO
              THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                             SEATTLE FILMWORKS, INC.

     This Certificate of Information  accompanies and is submitted in connection
with the filing of Third  Amended  and  Restated  Articles of  Incorporation  of
Seattle   FilmWorks,   Inc.,   a   Washington   corporation,   pursuant  to  RCW
23B.10.070(4).

     1. The name of the corporation is Seattle FilmWorks, Inc.

     2. The amendments to the Amended and Restated  Articles of Incorporation of
the corporation are as follows:

     (a) Addition of Article XII, which were duly adopted by the Shareholders on
February 12, 1997, pursuant to the provisions or RCW 23B.10.030.

     3.  The  amendments  and  the  Third  Amended  and  Restated   Articles  of
Incorporation  were duly adopted by the Board of Directors by unanimous  consent
on January 27, 1998, pursuant to the provisions or RCW 23B.10.020.

     DATED as of this 27 day of January, 1998.


                                 SEATTLE FILMWORKS, INC.



                                 By    /s/ Case Kuehn
                                   Case Kuehn, Vice President - Finance