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 Xxxx Xxxxxxxx, 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 Xxxx
Xxxxxxxx and Xxxx Xxxxxx, 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
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By: Madrona Investment Partners, LLC,
its General Partner
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Managing Director
MADRONA VENTURE FUND I-B, L.P. Date: February 24, 2000
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By: Madrona Investment Partners, LLC,
its General Partner
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Managing Director
/s/ Xxxx Xxxxxxxx Date: February 24, 2000
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Xxxx Xxxxxxxx
Schedule 13G Forms
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Page 14 of 14 Pages
MADRONA MANAGING DIRECTOR FUND Date: February 24, 2000
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By: Madrona Investment Partners, LLC,
its General Partner
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Managing Director
MADRONA INVESTMENT PARTNERS, LLC Date: February 24, 2000
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By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Managing Director
