EXHIBIT 99.1
Schedule 13G Forms
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Page 18 of 19 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 The Tahoma Fund, L.L.C., Orca Bay Capital Corporation, Orca Bay
Partners,, L.L.C., Xxxx X. XxXxx, Xx., Xxx and Xxxxx Xxxxxx, husband and wife,
Xxxxxxx XxXxxxxx, Xxxx Xxxxxx, and Xxxxx Xxxxxxxxx (the "Named Parties") hereby
constitute and appoint each of Xxxxxxx 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.
ORCA BAY PARTNERS, L.L.C. Date: February 23, 2000
By: /s/ Xxxxxxx XxXxxxxx -------------------------
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Xxxxxxx XxXxxxxx, Manager
THE TAHOMA FUND, L.L.C. Date: February 23, 2000
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By: Orca Bay Partners, L.L.C., its Manager
By: /s/ Xxxxxxx XxXxxxxx
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Xxxxxxx XxXxxxxx, Manager
Schedule 13G Forms
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Page 19 of 19 Pages
ORCA BAY CAPITAL CORPORATION Date: February 23, 2000
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By: /s/ Xxxxxxx XxXxxxxx
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Xxxxxxx XxXxxxxx, President
/s/ Xxx Xxxxxx Date: February 23, 2000
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Xxx Xxxxxx
/s/ Xxxxx Xxxxxx Date: February 23, 2000
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Xxxxx Xxxxxx
/s/ Xxxxxxx XxXxxxxx Date: February 23, 2000
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Xxxxxxx XxXxxxxx
/s/ Xxxxx Xxxxxxxxx Date: February 23, 2000
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Xxxxx Xxxxxxxxx
/s/ Xxxx Xxxxxx Date: February 23, 2000
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Xxxx Xxxxxx
/s/ Xxxx X. XxXxx, Xx. Date: February 23, 2000
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Xxxx X. XxXxx, Xx.
