<PAGE>
Schedule 13G Forms
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(AMENDMENT NO. )/1/
-----
PhotoWorks, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock $.01 par value
-------------------------------------------------------------
(Title of Class of Securities)
71940B109
-------------------------------------------------------------
(CUSIP Number)
2/14/00
-------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(c)
[ ] Rule 13d-1(d)
- ------------------
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 2 of 14 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Madrona Venture Fund I-A, L.P. FEIN 91-2005324
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5. SOLE VOTING POWER
NUMBER OF 1,061,052/(1)/
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 1,315,789 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
1,061,052/(1)/
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,315,789 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,061,052/(1)/ -- See Item 4
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
(1) Represents 212,210 shares of Common Stock that are issuable upon exercise
of Warrants and 848,842 shares of Common Stock that may be converted from Series
A Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock
currently outstanding.
(2) Excludes 526,316 shares of Common Stock issuable upon exercise of Warrants,
and 2,105,261 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by The Tahoma Fund, LLC and certain
affiliated entities ("Tahoma") who entered into an Investor Rights Agreement
("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant
to the Agreement, Tahoma and the Reporting Persons agreed to vote all of their
respective shares in the Issuer for the director nominee designated by each
other; therefore, such shares held by Tahoma could be deemed to be beneficially
owned by the Reporting Persons. The Reporting Persons, however, disclaim
beneficial ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 3 of 14 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Madrona Venture Fund I-B, L.P FEIN 91-2005325
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5. SOLE VOTING POWER
NUMBER OF 122,368/(1)/
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 1,315,789 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
122,368/(1)/
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,315,789 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,368/(1)/ -- See Item 4
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
(1) Represents 24,474 shares of Common Stock that are issuable upon exercise of
Warrants and 97,894 shares of Common Stock that may be converted from Series A
Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock
currently outstanding.
(2) Excludes 526,316 shares of Common Stock issuable upon exercise of Warrants,
and 2,105,261 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by The Tahoma Fund, LLC and certain
affiliated entities ("Tahoma") who entered into an Investor Rights Agreement
("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant
to the Agreement, Tahoma and the Reporting Persons agreed to vote all of their
respective shares in the Issuer for the director nominee designated by each
other; therefore, such shares held by Tahoma could be deemed to be beneficially
owned by the Reporting Persons. The Reporting Persons, however, disclaim
beneficial ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 4 of 14 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Madrona Managing Director Fund, LLC FEIN 91-2005322
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5. SOLE VOTING POWER
NUMBER OF 132,368/(1)/
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 1,315,789 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
132,368/(1)/
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,315,789 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,368/(1)/
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
(1) Represents 26,474 shares of Common Stock issuable upon exercise of Warrants
and 105,894 shares of Common Stock that may be converted from Series A Preferred
Stock. Percentage is based on 16,347,890 shares of Common Stock currently
outstanding.
(2) Excludes 526,316 shares of Common Stock issuable upon exercise of Warrants,
and 2,105,261 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by The Tahoma Fund, LLC and certain
affiliated entities ("Tahoma") who entered into an Investor Rights Agreement
("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant
to the Agreement, Tahoma and the Reporting Persons agreed to vote all of their
respective shares in the Issuer for the director nominee designated by each
other; therefore, such shares held by Tahoma could be deemed to be beneficially
owned by the Reporting Persons. The Reporting Persons, however, disclaim
beneficial ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 5 of 14 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Madrona Investment Partners, LLC FEIN 91-2005321
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5. SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 1,315,789 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,315,789 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,789 -- See Item 4
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
(1) Excludes 526,316 shares of Common Stock issuable upon exercise of Warrants,
and 2,105,261 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by The Tahoma Fund, LLC and certain
affiliated entities ("Tahoma") who entered into an Investor Rights Agreement
("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant
to the Agreement, Tahoma and the Reporting Persons agreed to vote all of their
respective shares in the Issuer for the director nominee designated by each
other; therefore, such shares held by Tahoma could be deemed to be beneficially
owned by the Reporting Persons. The Reporting Persons, however, disclaim
beneficial ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 6 of 14 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Goodrich
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 1,315,789 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,315,789 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,789 -- See Item 4
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(1)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
(1) Excludes 526,316 shares of Common Stock issuable upon exercise of Warrants,
and 2,105,261 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by The Tahoma Fund, LLC and certain
affiliated entities ("Tahoma") who entered into an Investor Rights Agreement
("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant
to the Agreement, Tahoma and the Reporting Persons agreed to vote all of their
respective shares in the Issuer for the director nominee designated by each
other; therefore, such shares held by Tahoma could be deemed to be beneficially
owned by the Reporting Persons. The Reporting Persons, however, disclaim
beneficial ownership of all such shares.
<PAGE>
Schedule 13G Forms
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Page 7 of 14 Pages
Item 1(a). Name of Issuer:
PhotoWorks, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1260 - 16th Avenue West, Seattle, WA 98119
Item 2(a). Name of Persons Filing:
This Schedule 13G relates to Madrona Venture Fund I-A L.P.,
Madrona Venture Fund I-B, L.P., Madrona Investment Partners, LLC,
Madrona Managing Director Fund, LLC, and Paul Goodrich.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The business address for all of the persons stated above in
Item 2(a) is: 1000 Second Avenue, Suite 3700, Seattle, WA 98104
Item 2(c). Citizenship:
Madrona Venture Fund I-A L.P. and Madrona Venture Fund I-B L.P.
are both Delaware Limited Partnerships. Madrona Managing Director
Fund, LLC is a Delaware limited liability company. Madrona
Investment Partners, LLC is also a Delaware limited liability
company. Mr. Goodrich is a U.S. citizen.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
71940B109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-l(b)(l)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
<PAGE>
Schedule 13G Forms
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Page 8 of 14 Pages
(j) [ ] Group, in accordance with Rule 13d-l(b)(l)(ii)(J).
Item 4. Ownership.
This Schedule 13G relates to shares of Series A Preferred Stock, $.01 par
value, with a stated value of $1,000 per share ("Series A Preferred Stock")
which are convertible into Common Stock, $.01 par value ("Common Stock") of
PhotoWorks, Inc., a Washington Corporation ("Company"). Each share of Series A
Preferred Stock is convertible into shares of Common Stock of the Company at an
initial conversion price of $210.52631 per share of Common Stock, subject to
anti-dilution protection. The total Common Stock described in this Schedule
13G, when converted from Series A Preferred Stock, equals 1,052,631 shares,
based on 16,347,890 shares outstanding as of the date hereof.
In addition, this Schedule 13G relates to 263,158 shares of Common Stock
issuable upon the exercise of warrants ("Warrant Shares"), at an exercise price
of $6.00 per share. The total converted shares of Common Stock and the Warrant
Shares (1,315,789) shares together represent 7.4% of the Common Stock, based on
16,347,890 shares outstanding as of the date hereof.
The following describes the ownership of Common Stock by the Reporting
Person and its respective affiliated parties:
Madrona Venture Fund I-A, L.P. ("Fund I-A")
-------------------------------------------
(a) Amount beneficially owned: 1,061,052
(b) Percent of class: 6.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,061,052
(ii) Shared power to vote or to direct the vote:
1,315,789/(1)(2)/
(iii) Sole power to dispose or to direct the disposition of:
1,061,052
(iv) Shared power to dispose or to direct the disposition of:
1,315,789/(1)(2)/
(1) Represents shares of Common Stock held of record by Fund I-A and
254,737 shares of Common Stock held of record by Madrona Venture Fund I-B
("Fund I-B") and Madrona Managing Director Fund, LLC ("Director LLC"). The
General Partner of Fund I-A and Fund I-B is Madrona Investment Partners,
LLC ("Partners LLC"), of which Mr. Paul Goodrich is a Managing Director.
Mr. Goodrich is also a Managing Director of Director LLC.
(2) Power to vote or direct the vote of, and power to dispose or direct the
disposition of, these shares may be deemed to be shared among Fund I-A,
Fund I-B, Director LLC, Partners LLC and Mr. Goodrich, due to the
affiliations among the reporting persons. Each of such persons disclaims
beneficial ownership of such shares, except to the extent of such person's
respective pecuniary interest, if any.
Madrona Venture Fund I-B, L.P. ("Fund I-B")
-------------------------------------------
(a) Amount beneficially owned: 122,368
(b) Percent of class: 1.0%
<PAGE>
Schedule 13G Forms
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Page 9 of 19 Pages
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 122,368
(ii) Shared power to vote or to direct the vote:
1,315,789/(1)(2)/
(iii) Sole power to dispose or to direct the disposition of:
122,368
(iv) Shared power to dispose or to direct the disposition of:
1,315,789/(1)(2)/
(1) Represents shares of Common Stock held of record by Fund I-B and
1,193,421 shares of Common Stock held of record by Fund I-A and Madrona
Managing Director Fund, LLC ("Director LLC"). The General Partner of Fund
I-A and Fund I-B is Partners LLC, of which Mr. Paul Goodrich is a Managing
Director. Mr. Goodrich is also a Managing Director of Director LLC.
(2) Power to vote or direct the vote of, and power to dispose or direct the
disposition of, these shares may be deemed to be shared among Fund I-A,
Fund I-B, Director LLC, Partners LLC and Paul Goodrich, due to the
affiliations among the reporting persons. Each of such persons disclaims
beneficial ownership of such shares, except to the extent of such person's
respective pecuniary interest, if any.
Madrona Managing Director Fund, LLC ("Director LLC")
----------------------------------------------------
(a) Amount beneficially owned: 132,368
(b) Percent of class: 1.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 132,368
(ii) Shared power to vote or to direct the vote:
1,315,789/(1)(2)/
(iii) Sole power to dispose or to direct the disposition of:
132,368
(iv) Shared power to dispose or to direct the disposition of:
1,315,789/(1)(2)/
(1) Represents shares of Common Stock held of record by Director LLC and
1,183,421 shares of Common Stock held of record by Fund I-A and Fund I-B.
The General Partner of Fund I-A and Fund I-B is Partners LLC, of which Mr.
Paul Goodrich is a Managing Director. Mr. Goodrich is also a Managing
Director of Director LLC.
(2) Power to vote or direct the vote of, and power to dispose or direct the
disposition of, these shares may be deemed to be shared among Fund I-A,
Fund I-B, Director LLC, Partners LLC and Paul Goodrich, due to the
affiliations among the reporting persons. Each of such persons disclaims
beneficial ownership of such shares, except to the extent of such person's
respective pecuniary interest, if any.
Madrona Investment Partners, LLC ("Partners LLC")
-------------------------------------------------
(a) Amount beneficially owned: 1,315,789
(b) Percent of class: 7.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote:
1,315,789/(1)(2)/
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,315,789/(1)(2)/
(1) Represents shares of Common Stock held of record by Director LLC, Fund
I-A and Fund I-B. Partners LLC is the General Partner of Fund I-A and
Fund I-B. Mr. Paul Goodrich is a Managing Director of Director LLC and
Partners LLC.
<PAGE>
Schedule 13G Forms
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Page 10 of 14 Pages
(2) Power to vote or direct the vote of, and power to dispose or direct the
disposition of, these shares may be deemed to be shared among Fund I-A,
Fund I-B, Director LLC, Partners LLC and Paul Goodrich, due to the
affiliations among the reporting persons. Each of such persons disclaims
beneficial ownership of such shares, except to the extent of such person's
respective pecuniary interest, if any.
Paul Goodrich ("Goodrich")
--------------------------
(a) Amount beneficially owned: 1,315,789
(b) Percent of class: 7.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote:
1,315,789/(1)(2)/
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,315,789/(1)(2)/
(1) Represents shares of Common Stock held of record by Director LLC, Fund
I-A and Fund I-B. Partners LLC is the General Partner of Fund I-A and
Fund I-B. Mr. Paul Goodrich is a Managing Director of Director LLC and
Partners LLC.
(2) Power to vote or direct the vote of, and power to dispose or direct the
disposition of, these shares may be deemed to be shared among Fund I-A,
Fund I-B, Director LLC, Partners LLC and Paul Goodrich, due to the
affiliations among the reporting persons. Each of such persons disclaims
beneficial ownership of such shares, except to the extent of such person's
respective pecuniary interest, if any.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or
<PAGE>
Schedule 13G Forms
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Page 11 of 14 Pages
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 24, 2000
Madrona Venture Fund I-A, L.P.
Madrona Venture Fund I-B, L.P.
Madrona Managing Director Fund LLC
Madrona Investment Partners LLC
By: /s/ Paul Goodrich
--------------------------------------
Paul Goodrich, Individually and as
Attorney-in-Fact for each of the above
<PAGE>
Schedule 13G Forms
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Page 12 of 14 Pages
EXHIBIT INDEX
-------------
Joint Filing Agreement
and
Power of Attorney
Page ___
<PAGE>
EXHIBIT 99.1
Schedule 13G Forms
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Page 13 of 14 Pages
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing of a
Statement on Schedule 13G (including amendments thereto) with respect to the
common stock, par value $0.01, of PhotoWorks, Inc., a Washington corporation,
and further agrees that this Joint Filing Agreement be included as an exhibit to
such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no
person shall be responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate. This Joint Filing may be
executed in any number of counterparts, all of which together shall constitute
one and the same instrument.
Each of Paul Goodrich, the Madrona Venture Fund I-A, L.P., Madrona Venture
Fund I-B, L.P., Madrona Investment Partners, LLC, and Madrona Managing Director
Fund LLC (the "Named Parties") hereby constitute and appoint each of Paul
Goodrich and Troy Cichos, acting singly, as the true and lawful attorneys-in-
fact, with full power of substitution in any and all capacities, to execute for
and on behalf of the Named Parties, the Schedule 13G to which this Joint Filing
Agreement and Power of Attorney is an exhibit and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the issuer and relevant
stock exchanges. Each of the Named Parties hereby grants to such attorneys-in-
fact full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
attorney-in-fact might or could, and hereby ratifies and confirms all that said
attorneys-in-fact or their substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 13(d) of the
Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact shall continue
in force until notice of the revocation of this Power of Attorney has been
received by the said attorneys-in-fact.
MADRONA VENTURE FUND I-A, L.P. Date: February 24, 2000
-------------------------
By: Madrona Investment Partners, LLC,
its General Partner
By: /s/ Paul Goodrich
--------------------------------
Paul Goodrich, Managing Director
MADRONA VENTURE FUND I-B, L.P. Date: February 24, 2000
-------------------------
By: Madrona Investment Partners, LLC,
its General Partner
By: /s/ Paul Goodrich
--------------------------------
Paul Goodrich, Managing Director
/s/ Paul Goodrich Date: February 24, 2000
- ---------------------------------------- -------------------------
Paul Goodrich
<PAGE>
Schedule 13G Forms
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Page 14 of 14 Pages
MADRONA MANAGING DIRECTOR FUND Date: February 24, 2000
-------------------------
By: Madrona Investment Partners, LLC,
its General Partner
By: /s/ Paul Goodrich
--------------------------------
Paul Goodrich, Managing Director
MADRONA INVESTMENT PARTNERS, LLC Date: February 24, 2000
-------------------------
By: /s/ Paul Goodrich
--------------------------------
Paul Goodrich, Managing Director
