UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement          [_]  Soliciting Material Pursuant to
[_]  Confidential, For Use of the              SS.240.14a-11(c) or SS.240.14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials

                           PHOTO CONTROL CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)   Title of each class of securities to which transaction applies:

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:

________________________________________________________________________________
3)   Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5)   Total fee paid:

________________________________________________________________________________

     [_]  Fee paid previously with preliminary materials:
     [_]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule 0-11(a)(2) and identify the filing for which the offsetting fee
          was paid previously. Identify the previous filing by registration
          statement number, or the form or schedule and the date of its filing.

          1)   Amount previously paid:

________________________________________________________________________________
          2)   Form, Schedule or Registration Statement No.:

________________________________________________________________________________
          3)   Filing Party:

________________________________________________________________________________
          4)   Date Filed:

________________________________________________________________________________


<PAGE>


                            PHOTO CONTROL CORPORATION

                                  APRIL 4, 2003





TO THE SHAREHOLDERS OF PHOTO CONTROL CORPORATION:



         You are cordially invited to attend our Annual Meeting of Shareholders
to be held on Thursday, May 15, 2003 at 3:30 p.m., Daylight Savings Time, at
Photo Control Corporation, 4800 Quebec Avenue North, New Hope, Minnesota.

         The formal Notice of Meeting, Proxy Statement and Proxy are enclosed.

         Regardless of whether you plan to attend the Meeting, I would
appreciate your completing and signing the accompanying Proxy and returning it
in the enclosed envelope.


                                Very truly yours,


                                Curtis R. Jackels
                                President and CEO


<PAGE>


                            PHOTO CONTROL CORPORATION

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                  MAY 15, 2003



TO THE SHAREHOLDERS OF PHOTO CONTROL CORPORATION:

         The Annual Meeting of Shareholders of Photo Control Corporation, a
Minnesota Corporation (the "Company"), will be held at 3:30 p.m., Thursday, May
15, 2003, at Photo Control Corporation, 4800 Quebec Avenue North, New Hope,
Minnesota.

         The items of business are:

         1.       To consider and act upon a proposal to set the number of
                  members of the Board of Directors at six.

         2.       To elect two directors to hold office for a term of three
                  years, ending in 2006 or until a successor is elected.

         3.       To transact such other business as may properly come before
                  the Meeting or any adjournment thereof.

         Only Shareholders of record as shown on the books of the Company at the
close of business on March 17, 2003, will be entitled to vote at the Meeting or
any adjournment thereof.

         This Notice, the Proxy Statement, and the enclosed Proxy are sent to
you by order of the Board of Directors.

                                Mark J. Simonett
                                Secretary

Date:  April 4, 2003
Minneapolis, Minnesota




TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.


<PAGE>


                            PHOTO CONTROL CORPORATION
                         ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 15, 2003

                                 PROXY STATEMENT



         The accompanying proxy is solicited by the Board of Directors of Photo
Control Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held on May 15, 2003, and at all adjournments thereof, for
the purposes set forth in the Notice of Meeting.

         The cost of soliciting proxies, including the preparation, assembly,
and mailing of the proxies and soliciting materials, as well as the cost of
forwarding such materials to the beneficial owners of Common Stock, will be
borne by the Company. Directors, officers and regular employees of the Company
may, without compensation other than their regular compensation, solicit proxies
personally or by telephone. The Company expects that this Proxy Statement and
the accompanying form of proxy will be mailed to Shareholders on or about April
4, 2003.

         Any Shareholder giving a proxy may revoke it at any time prior to its
use at the Meeting by giving written notice of such revocation to the Secretary
of the Company or by submitting to the Secretary another proxy bearing a later
date. Proxies will be voted as specified by Shareholders. Proxies which are
signed but which lack such specification will be voted in favor of each
proposal.

         The mailing address of the principal executive office of the Company is
4800 Quebec Avenue North, Minneapolis, Minnesota 55428.

                      OUTSTANDING SHARES AND VOTING RIGHTS

         The Board of Directors of the Company has fixed March 17, 2003, as the
record date for the determination of the Shareholders entitled to vote at the
Annual Meeting. Persons who were not Shareholders on such date will not be
allowed to vote at the Annual Meeting. At the close of business on March 17,
2003, there were 1,604,163 outstanding shares of Common Stock, par value $.08
per share, which is the only outstanding class of voting stock of the Company.

         A quorum must be present in order to transact business at the Annual
Meeting. A quorum is present if the holders of a majority of all shares
outstanding and entitled to vote are represented either in person or by proxy.
Each share of Common Stock is entitled to one vote. The proposal to set the
number of directors at six requires the affirmative vote of the holders of a
majority of the total voting power present in person or by proxy and entitled to
vote. Abstentions from voting on setting the number of directors at six will
have the effect of votes against, while broker non-votes are treated as shares
not voted.

         The election of each director shall be decided by plurality vote. As a
result, any shares not voted for a director (whether by withholding authority,
broker non-vote or otherwise) will not affect the outcome. Holders of the Common
Stock are not entitled to cumulate their votes for the election of directors.


                                       -1-
<PAGE>


                              ELECTION OF DIRECTORS


                           (PROPOSALS NUMBER 1 AND 2)



                  The Bylaws of the Company provide that at each annual meeting
the shareholders shall determine the number of directors for the ensuing year.
Such number shall not be less than three and not more than six. The Bylaws of
the Company also provide for three classes of directors with terms staggered so
as to require the election of only one class of directors each year. The term of
two directors belonging to the Class III ends with the 2003 Annual Meeting. The
Board of Directors therefore recommends that the number of directors of the
Company be set at six and that two directors be elected at the 2003 Annual
Meeting.

                  The Board of Directors nominates James R. Loomis and John R.
Helmen for reelection as directors of the Company. If elected, Messrs. Loomis
and Helmen will serve for a three-year term as Class III directors of the Board
of Directors and until his successor is elected and qualified.

                  Both Mr. Loomis and Mr. Helmen are members of the present
Board of Directors, and were elected to the Board in May 2000. If prior to the
2003 Annual Meeting of the Shareholders it should become known to the Board of
Directors that Mr. Loomis or Mr. Helmen will be unable to serve after the Annual
Meeting as a director by reason of death, incapacity or other unexpected
occurrence, the proxies will be voted for such substitute nominee as is selected
by the Board of Directors. Alternately, the proxies may, at the discretion of
the Board of Directors, not be voted as a result of death, incapacity, or other
unexpected occurrence. However, in no event will the proxies be voted for more
than two nominees. The Board of Directors has no reason to believe that either
Mr. Loomis or Mr. Helmen will be unable to serve.

Following is information about the nominees and all other directors of the
Company.


                                       -2-
<PAGE>

<TABLE>
<CAPTION>
NAME OF                                                       PRINCIPAL OCCUPATION(S)
NOMINEE OR                    CURRENT POSITION(S)             AND EMPLOYMENT DURING                           DIRECTOR
DIRECTOR          AGE         WITH THE COMPANY                PAST FIVE YEARS                                  SINCE

-------------------------------------------------------------------------------------------------------------------------
NOMINEE FOR A 3 YEAR TERM
-------------------------------------------------------------------------------------------------------------------------
<S>               <C>
James R.          77          Director                        Mr. Loomis retired in February, 1992              May,
Loomis                                                        as Chairman and Chief Executive Officer           1986
(Class III)                                                   of Magnavox Electronic Systems Co., a
                                                              position he held since May, 1990.
                                                              Magnavox Electronic Systems Co. has its
                                                              headquarters in Fort Wayne, Indiana and
                                                              is a manufacturer of electronic equipment.
                                                              From 1980 to 1990, Mr. Loomis had been
                                                              President and Chief Operating Officer of
                                                              that company.



John R.           62          Director and                    Mr. Helmen was appointed Chairman of              August,
Helmen                        Chairman                        the Company in June 2001.  He had been            1997
(Class III)                                                   President of the Company since April 1997.
                                                              In August 1997, the Board of Directors
                                                              appointed him CEO and a director of the
                                                              Company. Mr. Helmen was employed by Supra
                                                              Color Labs, Inc. as Vice President,
                                                              Director of Sales and Marketing from 1977
                                                              through 1979, President from 1979 through
                                                              1993, and General Manager after the sale
                                                              of Supra Color to Burrel Professional Labs
                                                              in 1993.
</TABLE>


                                       -3-


<PAGE>

<TABLE>
<CAPTION>
NAME OF                                                       PRINCIPAL OCCUPATION(S)
NOMINEE OR                    CURRENT POSITION(S)             AND EMPLOYMENT DURING                           DIRECTOR
DIRECTOR          AGE         WITH THE COMPANY                PAST FIVE YEARS                                   SINCE

-------------------------------------------------------------------------------------------------------------------------
INCUMBENT DIRECTOR WHOSE TERM EXPIRES IN 2004
-------------------------------------------------------------------------------------------------------------------------
<S>               <C>
Curtis R.         56          Director, CEO and               Mr. Jackels was appointed CEO and                 May,
Jackels                       President                       President of the Company in June 2001. He         2001
(Class I)                                                     had been Vice President-Finance of the
                                                              Company since August 1985 and Treasurer
                                                              since November 1980. Mr. Jackels was
                                                              controller from June 1978 to November 1980.
                                                              Prior to June 1978, Mr. Jackels was
                                                              employed by two public accounting firms.



Richard P.        61          Director                        Mr. Kiphart has been a principal in the           November,
Kiphart                                                       firm of William Blair and Company, L.L.C.,        2001
(Class I)                                                     a broker dealer and investment advisor,
                                                              since 1972. He joined William Blair in
                                                              1965. He has been the principal in charge
                                                              of William Blair's corporate finance
                                                              department since 1995.
</TABLE>


                                       -4-
<PAGE>

<TABLE>
<CAPTION>
NAME OF                                                       PRINCIPAL OCCUPATION(S)
NOMINEE OR                    CURRENT POSITION(S)             AND EMPLOYMENT DURING                           DIRECTOR
DIRECTOR          AGE         WITH THE COMPANY                PAST FIVE YEARS                                   SINCE

-------------------------------------------------------------------------------------------------------------------------
INCUMBENT DIRECTOR WHOSE TERM EXPIRES IN 2005
-------------------------------------------------------------------------------------------------------------------------
<S>               <C>
Scott S.          49          Director                        Mr. Meyers is the former President and            April,
Meyers                                                        Board of Director member of Alliant               2000
(Class II)                                                    Techsystems (ATK), an aerospace and
                                                              defense company with leading positions in
                                                              solid rocket propulsion, composite
                                                              structures, and munitions.  Mr. Meyers
                                                              continues to provide advisory services to
                                                              ATK.  Mr. Meyers joined ATK in March 1996
                                                              and served as Chief Financial Officer until
                                                              October 2000 when he became President. Mr.
                                                              Meyers previously served as Executive Vice
                                                              President and Chief Financial Officer and
                                                              a Director of Magnavox Electronic Systems
                                                              Company in Ft. Wayne, Indiana, a
                                                              manufacturer of defense electronics products.



John              61          Director                        Mr. McMillan is the President and Chief           September,
McMillan                                                      Executive Officer of Scotia Technology, LLC.      2001
(Class II)                                                    Scotia is located in Minneapolis,
                                                              Minnesota and is a manufacturer of products
                                                              for digital imaging equipment, medical
                                                              devices and life support equipment for fire,
                                                              rescue and recreational vehicles. Mr.
                                                              McMillan became the President and CEO of
                                                              Scotia in December 2001 having retired in
                                                              1998 as Chairman and Chief Executive Officer
                                                              of Merit Corp., the predecessor to Scotia,
                                                              a position he held since 1987.
</TABLE>


                                       -5-
<PAGE>


                                 BOARD MEETINGS


         The Company's Board of Directors has an Audit Committee and a
Compensation Committee. The Board of Directors has no separate Nominating
Committee but acts as a whole in that capacity. The Compensation Committee
reviews and recommends compensation for officers and directors of the Company,
and the Audit Committee assists the Board in satisfying its responsibilities
relating to the accounting, auditing and reporting practices of the Company.

         Each committee consists of three independent members. James R. Loomis,
Scott S. Meyers, and John McMillan comprise the Compensation Committee. James R.
Loomis, Scott S. Meyers and Richard P. Kiphart comprise the Audit Committee. The
Compensation Committee and the Audit Committee each met once during fiscal year
2002.

         The Company's Board of Directors held four meetings during fiscal year
2002. All the directors attended all the meetings of the Board during the year
except Mr. McMillan who did not attend one meeting.

         The Audit Committee

         The principal responsibilities of the Audit Committee are described in
the Audit Committee Charter that was approved by the Board of Directors. The
Audit Committee reviews the nature of all services performed by the external
auditors, including the scope and general extent of their audit examination and
the basis for their compensation. The members of the Audit Committee satisfy the
independent requirements of the NASDAQ listing standard. The Committee
recommends to the full Board the auditors for the Company. The Chairman of the
Audit Committee is Mr. Meyers.

         Audit Committee Report

         The Audit Committee has reviewed and discussed the audited financial
statements with management. The Audit Committee has also discussed with the
independent auditors the matters required to be discussed by the Statement on
Auditing Standards No. 61 (SAS 61--Communication with Audit Committees), as
amended, relating to the auditors' judgment about the quality of the accounting
principles, judgments and estimates, as applied in its financial reporting.

         The Audit Committee has received the written disclosures and the letter
from the independent public accountants required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) that relates to
the accountants' independence from the Company, and has discussed with the
independent public accountants their independence.

         Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board that the audited financial statements be
included in the Annual Report on Form 10-K for the year ended December 31, 2002,
for filing with the SEC.

                                        Scott S. Meyers, Chairman
                                        James R. Loomis
                                        Richard P. Kiphart


                                       -6-
<PAGE>


                             EXECUTIVE COMPENSATION


SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash compensation for each of
the last three years awarded to or earned by the CEO and the other executive
officers of the Company who earned in excess of $100,000.

<TABLE>
<CAPTION>
                                                  ANNUAL COMPENSATION                      LONG-TERM            ALL
                                      ------------------------------------------------    COMPENSATION         OTHER
NAME & PRINCIPAL POSITION             YEAR             SALARY ($)      BONUS ($)(1)(2)     OPTIONS (#)   COMPENSATION ($)(3)
-------------------------             ----             ----------      ---------------    ------------   -------------------
<S>                                   <C>               <C>                <C>               <C>               <C>
JOHN R. HELMEN                        2002               41,150
Chairman                              2001              121,605            66,000            50,000
                                      2000              127,400            94,000

CURTIS R. JACKELS                     2002              130,000
President and Chief                   2001              113,000            66,000            30,000
Executive Officer                     2000              103,000            60,000                              28,357

ROBERT A. LEIDLEIN                    2002              100,000
Vice President-Marketing
</TABLE>

(1) The aggregate amount allocated for bonuses for a particular year is
established by the Board of Directors and normally is equal to a percentage of
the Company's corporate pretax profits for the year. Generally, an officer will
receive a bonus if the individual meets the performance criteria determined by
the President of the Company.

(2) All optionees, upon exercise of their non-qualified stock option, receive a
cash bonus of 5% of the exercise price if exercised in the third year of the
option; 10% if exercised in the fourth year and 40% if exercised in the fifth
year.

(3) All other compensation includes the compensation accrued for the Executive
Retirement Benefit Plan which is fully accrued at year end December 31, 2002
based on the net present value of the retirement benefit.

OPTION GRANTS IN 2002

There were no options granted in 2002 to the officers named in the Summary
Compensation Table.


AGGREGATED OPTION EXERCISES IN 2002 AND DECEMBER 31, 2002 OPTION VALUE

There were no options exercised by officers in 2002.

<TABLE>
<CAPTION>
                    NUMBER OF UNEXERCISED OPTIONS           VALUE OF UNEXERCISED IN THE
                         AT DECEMBER 31, 2002         MONEY OPTIONS AT DECEMBER 31, 2002 ($)(1)
                         --------------------         ----------------------------------------

NAME                EXERCISABLE     UNEXERCISABLE          EXERCISABLE     UNEXERCISABLE
----                -----------     -------------          -----------     -------------
<S>                  <C>                <C>                  <C>              <C>
J.R. HELMEN          13,333             56,667               $3,867           $1,933
C.R. JACKELS         13,333             36,667               $3,867           $1,933
R.A. LEIDLEIN                           10,000
</TABLE>


(1)Value calculated based on December 31, 2002 market value of $1.48 per share
less the exercise price per share multiplied by the number of option shares.


                                       -7-
<PAGE>


COMPENSATION OF DIRECTORS

         Each director who is not a full time employee of the Company ("outside
director") receives an annual retainer of $12,000. Also, a fee of $500 is paid
to each outside director for each board or committee meeting attended. Those
directors who are employees are not specifically compensated for their duties as
directors. The total amount paid to all full time directors for services as
directors during fiscal year 2002 was $60,000. The outside directors are granted
stock options from time to time. Also, under the Company's stock option plan,
each participant is eligible to receive a cash bonus upon certain option
exercises.

EXECUTIVE RETIREMENT PLAN

         In 1985, the Board of Directors adopted an Executive Retirement Benefit
Plan to provide retirement benefits to selected executives of the Company.
Pursuant to the Plan the Board of Directors determines which key executive
employees may participate in the Plan. Each participant who continues in
employment with the Company or one of its subsidiaries until age 65, or dies
while employed by the Company, shall be entitled to receive retirement benefits
payable monthly for not less than 15 years. In the event of the death of a
participant, payments will be made to the participant's beneficiary. If a
participant dies before reaching age 67, retirement benefits will be paid to the
beneficiary of the participant for 15 years or until the participant would have
reached the age 67, whichever is longer. The amount of the retirement benefits
to be paid each year is 20% of the projected annual salary of the participant at
age 67. The projected annual salary is equal to the salary the participant would
receive at age 67 if his salary on August 9, 1985, (the date of adoption of the
Plan) was increased by 5% each year until the participant reached age 67. The
Company maintains a life insurance policy for the individuals covered under the
Plan, the proceeds of which are intended to reimburse the Company for payment of
retirement benefits. Assuming retirement at age 67, Curtis.R Jackels will
receive $48,534 annually for fifteen years. Currently there are three retired
participants who receive or whose heirs receive a total of $73,301 annually.

EQUITY COMPENSATION PLANS

         The following table sets forth certain information about the Common
Stock that may be issued upon the exercise of options as of December 31, 2002
under the Company's 1983 Stock Option Plan, which is the Company's only equity
compensation plan. The Board of Directors grants non-qualified stock options to
purchase shares of the Company's common stock to all eligible participants,
which includes officers, directors, and all employees. Option prices of all the
grants are not less than fair market value of the Company's common stock at
dates of grant. The options expire at the end of five years from the date of
grant and become exercisable over the last three years of the option at a rate
of 33 1/3 percent each year.

<TABLE>
<CAPTION>
                               EQUITY COMPENSATION PLAN INFORMATION
                             ---------------------------------------

                              NUMBER OF SHARES
                             TO BE ISSUED UPON     WEIGHTED-AVERAGE         NUMBER OF SHARES REMAINING
                                EXERCISE OF        EXERCISE PRICE OF      AVAILABLE FOR FUTURE ISSUANCE
                                OUTSTANDING           OUTSTANDING        UNDER EQUITY COMPENSATION PLANS
                             OPTIONS, WARRANTS     OPTIONS, WARRANTS       (EXCLUDING SHARES REFLECTED
PLAN CATAGORY                   AND RIGHTS            AND RIGHTS               IN THE FIRST COLUMN)
-------------                -----------------     -----------------     -------------------------------
<S>                              <C>                   <C>                           <C>
Equity Plan Compensation           N/A                  N/A                            N/A
Plans Approved By
Stockholders

Equity Plan Compensation         331,000               $2.60                         49,573
Plans Not Approved By
Stockholders

Total                            331,000               $2.60                         49,573
</TABLE>


                                       -8-
<PAGE>


                             PRINCIPAL SHAREHOLDERS

         The only persons known to the Company to be beneficial owners of more
than five percent of the Company's Common Stock, $.08 par value, as of March 17,
2003, are set forth in the table below. Unless otherwise indicated the
shareholders listed in the table have sole voting and investment powers with
respect to the shares indicated.

NAME AND ADDRESS                            AMOUNT BENEFICIALLY      PERCENT OF
OF BENEFICIAL OWNER                                OWNED              CLASS (1)
--------------------------------------------------------------------------------

Mr. Patrick J. Bruggeman                          99,250                6.19%
131 W. Columbia St.
Fort Wayne, Indiana

Richard P. Kiphart                               186,893               11.65%
222 West Adams Street
Chicago, Illinois

Diocese of Fort Wayne/South Bend, Inc.           190,256               11.86%
1103 South Calhoun
Fort Wayne, Indiana


(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person to acquire them as of March 17, 2003, or within 60 days of such date
are treated as also outstanding when determining the percent owned by such
person and when determining the percent owned by a group of which such a person
is a member.







                                       -9-
<PAGE>


                     SHAREHOLDINGS OF OFFICERS AND DIRECTORS

         The beneficial ownership of the Company's Common Stock, $.08 par value,
by directors and nominees for directors and by all of the Company's present
executive officers and directors as a group, as of March 17, 2003, is set forth
in the table below. Unless otherwise indicated the shareholders listed in the
table have sole voting and investment powers with respect to the shares
indicated.

NAME OF INDIVIDUAL OR            NUMBER OF SHARES        PERCENT OF
IDENTITY OF GROUP              BENEFICIALLY OWNED(1)        CLASS
-------------------------------------------------------------------

John R. Helmen                       31,233                 1.87%
James R. Loomis                      26,562                 1.62%
Curtis R. Jackels                    47,938                 2.90%
Richard P. Kiphart                  186,893                11.65%
All Executive Officers and
Directors as a Group
(8 persons)                         302,585                18.25%


     (1)  Includes the following shares which may be acquired within 60 days
          through exercise of options: Mr. Helmen -13,333; Mr. Loomis - 5,000;
          Mr. Jackels - 13,333; and all executive officers - 55,000.






                                      -10-
<PAGE>


                              INDEPENDENT AUDITORS

         The Company has selected Virchow, Krause & Company, LLP certified
public accountants, as the independent auditors for the Company for the year
ending December 31, 2002. The firm has acted as auditors for the Company since
October 1, 1974.

         The Board of Directors expects that a representative of Virchow, Krause
& Company, LLP will be present at the Company's 2003 Annual Meeting of
Shareholders. Such representative will be given an opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions.

AUDIT FEES
         The aggregate fees billed for professional services rendered by the
Company's independent auditors for the audit of the Company's annual financial
statements for the year ended December 31, 2002 and for the reviews of the
financial statements included in the Company's quarterly reports on Form 10-Q
for that year were $22,700.

TAX FEES
         The aggregate fee billed for the preparation of the corporate tax
return for the year ended December 31, 2002 was $7,000.

ALL OTHER FEES
         The Company's independent auditors did not perform any other
professional services for the Company during the year ended December 31, 2002.

                             SHAREHOLDERS PROPOSALS

         Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2004 Annual Meeting must be received by the
Company by December 6, 2003 to be included in the Company's Proxy Statement and
related proxy for the 2004 Annual Meeting. The proposal must be in accordance
with the provisions of Rule 14a-8 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934. Stockholders who intend to
present a proposal at the 2004 Annual Meeting without including such proposal in
the Company's proxy statement must provide the Company notice of such proposal
no later than February 18, 2004.

                                 OTHER BUSINESS

         Management knows of no other matters to be presented at the Meeting. If
any other matter properly comes before the Meeting, the appointees named in the
proxies will vote in accordance with their best judgment.

                                  ANNUAL REPORT

         A copy of the Company's Report to Shareholders and the report on Form
10K for the year ending December 31, 2002, accompanies this Notice of Annual
Meeting and Proxy Statement. No portion of such Report is incorporated herein
and no part thereof is to be considered proxy soliciting materials.


                                                BY ORDER OF THE
                                                BOARD OF DIRECTORS,

                                                Curtis R. Jackels
                                                President & CEO
Date:  April 4, 2003
Minneapolis, Minnesota


                                      -11-
<PAGE>


                            PHOTO CONTROL CORPORATION
             PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - MAY 15, 2003

<TABLE>
<CAPTION>
The undersigned hereby appoints Curtis R. Jackels and John R. Helmen, and each of them, with full power of substitution, his or her
Proxies to represent and vote, as designated below, all shares of the Common Stock of Photo Control Corporation registered in the
name of the undersigned on March 17, 2003, with the powers the undersigned would possess if personally present at the 2003 Annual
Meeting of Shareholders of Photo Control Corporation to be held at Photo Control Corporation, 4800 Quebec Avenue North, New Hope,
Minnesota at 3:30 p.m., Daylight Savings Time on May 15, 2003, and at any adjournment thereof, hereby revoking any proxy or proxies
previously given. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
<S>                                                      <C>                      <C>                          <C>
1) Proposal to set the NUMBER OF DIRECTORS AT SIX        ( ) FOR                  ( ) AGAINST                  ( ) ABSTAIN

2) ELECTION OF DIRECTOR: Nominee: James R. Loomis        ( ) FOR the Nominee             ( ) WITHHOLD AUTHORITY to vote for nominee.
                         Nominee: John R. Helmen         ( ) FOR the Nominee             ( ) WITHHOLD AUTHORITY to vote for nominee.

3) In their discretion, the appointed Proxies are authorized to vote upon such
OTHER BUSINESS as may properly come before the Meeting or any any adjournment.

                                                                                THIS PROXY WHEN  PROPERLY  EXECUTED
                                                                                WILL BE  VOTED AS  DIRECTED,  OR IF
                                                                                NO  DIRECTION  IS  GIVEN,  WILL  BE
                                                                                VOTED FOR EACH PROPOSAL.

                                                                                Date __________________________________________,2003


                                                                                ____________________________________________________


                                                                                ____________________________________________________
                                                                                PLEASE DATE AND SIGN ABOVE exactly as name appears
                                                                                at the left, indicating where appropriate, offical
                                                                                position or representative capacity. If stock is
                                                                                held in joint tenancy, each joint owner should sign.
</TABLE>