PhotoWorks, Inc. (PhotoWorks), incorporated in June 1976, is an Internet-based digital photo-publishing company. The Company offers processing and printing services to both digital and traditional camera users, primarily in the United States. PhotoWorks provides customers with the ability to store and organize photos online, share them with friends and family, and order prints, reprints, photo albums and photo-related products. In addition, customers can create Custom Photo Books and Signature Photo Cards using PhotoWorks' Website. The Company's Web-based services allow personal computer (PC) and Mac users to create hard bound photo books, customized greeting cards, calendars, prints and other photography sourced products straight from their computers. Products and Services The Company offers a variety of products and services. Its online services offer immediate viewing and sharing of images online, and quick turnaround for products. PhotoWorks' Signature Photo Cards feature high-end design, and its Custom Photo Books allow consumers to custom design online a personal memento of photographic memories into a printed and bound book. In October 2005, the Company launched a service that helps in the creation of hardbound photo books for both PC and Mac users. PhotoWorks has also introduced a line of books, signature cards, and Photo Clutch, a hardback photo book encased in a leather wallet. The Company markets its products and services under trademarks and service marks, such as PhotoWorks, Seattle FilmWorks, PhotoMail, PhotoStreamer, Photo Clutch, Pictures On Disk and Pictures On Disk on CD. Customer Service and Support PhotoWorks maintains a Website www.photoworks.com. While online, customers may use the PhotoWorks service to privately upload, view, store, share, manage or e-mail their photos to friends and family, and order PhotoWorks' Custom Photo Books and Signature Photo Cards, as well as keepsakes, prints and reprints. Customers may also obtain the status of their orders, access answers to frequently asked questions and send e-mail messages to customer service. The Company competes with Wal-Mart, Costco, Qualex Inc., Fuji TruColor, Inc., District Photo Inc., Kodak Company and Shutterfly.

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