REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS AGREEMENT (this "Agreement"), dated as of May__, 2000,
by  and  among  PHOTOLOFT.COM, a Nevada corporation, with its principal place of
business  at 300 Orchard City Drive, Campbell, California 95008  (the Company"),
and  INTELLECT CAPITAL GROUP, LLC, a Delaware limited liability company with its
principal  place  of  business  at  11111 Santa Monica Boulevard, Suite 650, Los
Angeles,  California  90025  ("Investor").

WHEREAS:

     A.  In  connection  with that certain Stock Purchase Agreement by and among
the  parties of even date herewith (the "Stock Purchase Agreement"), the Company
has  agreed,  upon the terms and subject to the conditions of the Stock Purchase
Agreement,  (i) to issue and sell to the Investor shares of the Company's Series
B Preferred Stock (the "Preferred Stock"), which will be convertible into shares
of  the  Company's  common stock, $.00l par value per share (the "Common Stock")
(as  converted,  the  "Conversion  Shares")  in accordance with the terms of the
Company's  Certificate  of Designations, Preferences and Rights of the Preferred
Stock  (the  "Certificate  of  Designations");  and

     B.  To  induce  the  Investor  to  execute  and  deliver the Stock Purchase
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws:

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the Company and the Investor
hereby  agree  as  follows:

1.     DEFINITIONS.

As  used  in  this  Agreement,  the  following  terms  shall  have the following
meanings:

     a.      "INITIATING  INVESTOR"  means  any Investor or Investors who in the
aggregate  hold not less than fifty percent (50%) of the outstanding Securities.

     b.  "INVESTOR"  means  the original Investor and any transferee or assignee
thereof  to whom Investor assigns its rights under this Agreement and who agrees
to  become  bound by the provisions of this Agreement in accordance with Section
9.

     c.  "OTHER  STOCKHOLDERS" means persons other than Investors who, by virtue
of  agreements  with  the  Company,  are entitled to include their securities in
certain  registrations  hereunder.


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     d.  "PERSON"  means  a  corporation,  a  limited  liability  company,  an
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof  or  a  governmental  agency.

     e.  "REGISTER,"  "REGISTERED,"  and  "REGISTRATION" refer to a registration
effected  by  preparing  and  filing  one  or  more  Registration  Statements in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule  providing  for offering securities on a continuous basis ("Rule
415"),  and  the  declaration  or ordering of effectiveness of such Registration
Statement(s)  by  the  United  States  Securities  and  Exchange Commission (the
"SEC").

     f.   "SECURITIES"  means  the  Conversion  Shares  issued  or issuable upon
conversion  of  the  Preferred  Stock  and any shares of capital stock issued or
issuable  with  respect  to  the  Conversion  Shares or the Preferred Stock as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event.

     g.  "REGISTRATION  STATEMENT" means a registration statement of the Company
filed  under  the  1933  Act.

     Capitalized  terms  used herein and not otherwise defined herein shall have
the  respective  meanings  set  forth  in  the  Stock  Purchase  Agreement.

2.     REGISTRATION.
       -------------

     a.     Requested  Registration.
            -----------------------

          (i)  If the Company shall receive from the  Initiating  Holders at any
               time  after six (6)  months  after the date of this  Agreement  a
               written  request that the Company  effect any  registration  with
               respect to at least fifty  percent (50%) of the  Securities,  the
               Company  will:  (A) promply give  written  notice of the proposed
               registration  to  all  other  Investors;   and  (B)  as  soon  as
               practicable,  use its best  efforts to effect  such  registration
               (including,  without  limitation,  those obligations set forth in
               Section 3 hereof)  as would  permit  or  facilitate  the sale and
               distribution  of all or such  portion of such  Securities  as are
               specified in such  request,  together with all or such portion of
               the  Securities  of any  Investor  or  Investors  joining in such
               request as are  specified  in a written  request  received by the
               Company   within  twenty  (20)  days  after  the  written  notice
               referenced above is mailed or delivered.

          (ii) The  Company  shall not be  obligated  to effect,  or to take any
               action to effect, any such registration  pursuant to this Section
               2a:

               (A)  in any particular jurisdiction in which the Company would be
                    required to execute a general  consent to service of process
                    in effecting such registration,


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<PAGE>
                    qualification  or compliance,  unless the Company is already
                    subject to service in such jurisdiction and except as may be
                    required by the 1933 Act;

               (B)  after the Company has  initiated  one (1) such  registration
                    pursuant to this  Section 2a  (counting  for these  purposes
                    only  registrations  which  have been  declared  or  ordered
                    effective  and pursuant to which  securities  have been sold
                    and registrations which have been withdrawn by the Investors
                    as to  which  the  Investors  have not  elected  to bear the
                    registration expenses set forth in Section 5 hereof);

               (C)  during  the  period  starting  with the date sixty (60) days
                    prior to the  Company's  good faith  estimate of the date of
                    filing  of, and ending on a date one  hundred  eighty  (180)
                    days  after  the  effective  date  of,  a  Company-initiated
                    registration,   provided   that  the   Company  is  actively
                    employing in good faith all reasonable efforts to cause such
                    registration statement to become effective; or

               (D)  if the Initiating Investors propose to dispose of Securities
                    which may be immediately  registered on Form S-3 pursuant to
                    a request made under Section 2d hereof.

          (iii)Subject to the foregoing  clauses (i) and (ii), the Company shall
               file  a  registration   statement   covering  the  Securities  so
               requested  to be  registered  as soon as  practicable  after  the
               receipt of the  request of the  Initiating  Investors;  provided,
               however,  that if (A) in the good faith  judgment of the Board of
               Directors of the Company,  such  registration  would be seriously
               detrimental to the Company and the Board of Directors  concludes,
               as a result,  that it is  essential  to defer the  filing of such
               registration statement,  then the Company shall have the right to
               defer such a filing for the period  during which such  disclosure
               would be seriously detrimental, provided that (except as provided
               in clause (ii) (C)  above),  the Company may not defer the filing
               for a period of more than ninety  (90) days after  receipt of the
               request of the Initiating  Investors,  and provided  further that
               the Company  shall not defer its  obligation  in this manner more
               than once in any  twelve  (12)  month  period.  The  registration
               statement  filed  pursuant  to  the  request  of  the  Initiating
               Investors may, subject to the provisions of this clause (iii) and
               Section 3p hereof,  include other securities of the Company, with
               respect to which registration  rights have been granted,  and may
               include  securities  of the Company being sold for the account of
               the Company.


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<PAGE>
          (iv) If any offering pursuant to a Registration  Statement pursuant to
               this Section 2(a) involves an underwritten offering, the right of
               any Investor to registration  pursuant to this Section 2(a) shall
               be  conditioned  upon  such  Investor's   participation  in  such
               underwriting  and the inclusion of such Investor's  Securities in
               the underwriting to the extent provided  herein.  An Investor may
               elect  to  include  in  such  underwriting  all or a part  of the
               Securities he or she holds.

          (v)  If the  Company  shall  request  inclusion  in  any  registration
               pursuant  to  this  Section  2(a)  securities  sold  for  its own
               account,  or if any Other Stockholders shall request inclusion in
               any  registration  pursuant  to this  Section  2, the  Initiating
               Investors  shall,  on behalf of all  Investors,  offer to include
               such securities in the  underwriting and may condition such offer
               on their acceptance of the further applicable  provisions of this
               Agreement.  The Company  shall  (together  with all Investors and
               Other  Stockholders)  enter  into an  underwriting  agreement  in
               customary  form with the  representative  of the  underwriter  or
               underwriters  selected  for such  underwriting  by a majority  in
               interest  of  the  Initiating  Investors,   but  subject  to  the
               Company's   reasonable   approval.   Notwithstanding   any  other
               provision  of  this  Section  2,  if  the  representative  of the
               underwriters  advises the  Initiating  Investors  in writing that
               marketing factors require a limitation on the number of shares to
               be  underwritten,  the  number of shares  to be  included  in the
               underwriting or  registration  shall be allocated as set forth in
               Section 3p hereof.  If a person who has  requested  inclusion  in
               such  registration  as provided above does not agree to the terms
               of any such underwriting, such person shall be excluded therefrom
               by  written  notice  from the  Company,  the  underwriter  or the
               Initiating Investors.  Any Securities or other securities held by
               the  person  so  excluded   shall  also  be  withdrawn  from  the
               registration.  If shares are so withdrawn  from the  registration
               and if the number of shares to be included  in such  registration
               was previously  reduced as a result of marketing factors pursuant
               to this clause (v), then the Company shall offer to all Investors
               who  have   retained   rights  to  include   securities   in  the
               registration  the right to include  additional  securities in the
               registration in an aggregate amount equal to the number of shares
               so  withdrawn,  with  such  shares  to be  allocated  among  such
               Investors  requesting  additional  inclusion in  accordance  with
               Section 3p hereof.

          (vi) Penalty - Registration  Statement. If a Registration Statement is
               not  filed  with the SEC on or before  the  sixtieth  (60th)  day
               following the Requested Registration, then, as partial relief for
               the damages to Investor by reason of


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<PAGE>
               any  such  delay  in or  reduction  of its  ability  to sell  the
               underlying  shares of Common  Stock  (which  remedy  shall not be
               exclusive of any other remedies at law or in equity), the Company
               will pay as liquidated  damages a cash amount of Twenty  Thousand
               Dollars  ($20,000)  per month,  pro rated daily for each  partial
               month for  which the  filing  of the  Registration  Statement  is
               delayed.

     b.     Company  Registration.
            ---------------------

          (i)  If the Company shall  determine to register any of its securities
               either  for its own  account  or for the  account  of a  security
               holder or  holders  exercising  their  respective  demand  rights
               (other  than  pursuant  to  Section  2a  hereof),  other  than  a
               registration  relating  solely to employee  benefit  plans,  or a
               registration  relating solely to a transaction  under Rule 145 of
               the 1933 Act, or a  registration  on any  registration  form that
               does not permit  secondary  sales,  the Company will: (A) promply
               give to each Investor  written  notice  thereof;  and (B) use its
               best  efforts to include in such  registration  (and any  related
               qualification  under  blue  sky  laws),  except  as set  forth in
               Section 2c(ii) hereof, and in any underwriting  involved therein,
               all the  Securities  specified  in a written  request or requests
               made by any Investor and  received by the Company  within  twenty
               (20) days after the written  notice  from the  Company  described
               above is mailed or delivered by the Company. Such written request
               may specify all or a part of an Investor's  Securities.  No right
               to  registration  of  Securities  under this  Section 2b shall be
               construed to limit any registration required under Section 2a.

          (ii) If the  registration  of which the Company  gives notice is for a
               registered public offering involving an underwriting, the Company
               shall so advise the  Investors  as a part of the  written  notice
               given pursuant to Section 2b(i) above.  In such event,  the right
               of any Investor to registration pursuant to this Section 2b shall
               be  conditioned  upon  such  Investor's   participation  in  such
               underwriting.   All  Investors   proposing  to  distribute  their
               securities  through such  underwriting  shall  (together with the
               Company and the Other Stockholders  distributing their securities
               through such underwriting)  enter into an underwriting  agreement
               in customary form with the  representative  of the underwriter or
               underwriters  selected by the Company.  Notwithstanding any other
               provision  of  this  Section  2b,  if the  representative  of the
               underwriters  advises  the  Company  in  writing  that  in  their
               reasonable good faith opinion, marketing or other factors dictate
               that a  limitation  on the number of shares of Common Stock which
               may be included in the  registration  statement  is  necessary to
               facilitate and not adversely affect the proposed  offering,  then
               the Company shall include in such  registration:  (1) first,  all
               securities the Company proposes to sell for its own account,  (2)
               second,  up to the  full  number  of  securities  proposed  to be
               registered for the account of the holders of securities  entitled
               to inclusion of their securities in the registration statement by
               reason  of  demand  registration   rights,  and  (3)  third,  the
               securities  requested to be registered by the Investors and other
               holders   of   securities   entitled   to   participate   in  the
               registration,  drawn from them pro rata based on the number  each
               has requested to be included in such registration.  If any person
               does not agree to the terms of


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<PAGE>
               any such  underwriting,  he or she shall be excluded therefrom by
               written  notice  from  the  Company  or  the   underwriter.   Any
               Securities or other securities so excluded or withdrawn from such
               underwriting shall be withdrawn from such registration. If shares
               are so withdrawn  and if the number of shares of Securities to be
               included in such registration was previously  reduced as a result
               of marketing factors, the Company shall then offer to all persons
               who  have  retained  the  right  to  include  securities  in  the
               registration  the right to include  additional  securities in the
               registration in an aggregate amount equal to the number of shares
               so withdrawn,  with such shares to be allocated among the persons
               requesting  additional  inclusion in  accordance  with Section 3p
               hereof.

     c.     Registration  on Form S-3. The Company is currently not eligible for
            -------------------------
the  use  of  Form  S-3.   Therefore  (i)  the Company, with the consent of each
Investor  pursuant  to  Section 2a, shall register the sale of the Securities on
another  appropriate  form,  such as Form S-1 or Form SB-2, and (ii) the Company
shall  use  its  best  efforts  to  qualify  for registration on Form S-3 or any
comparable  or successor form or forms.  After the Company has qualified for the
use of Form S-3, in addition to the rights contained in the foregoing provisions
of  this  Section 2, the Investors shall have the right to request registrations
on  Form  S-3  (such  requests shall be in writing and shall state the number of
shares  of  Securities to be disposed of and the intended methods of disposition
of  such  shares  by  such  Investor  or Investors), provided, however, that the
Company  shall  not  be  obligated  to  effect  any such registration if (i) the
Investors,  together  with  the  holders  of any other securities of the Company
entitled  to inclusion in such registration, propose to sell Securities and such
other  securities  (if  any)  on Form S-3 at an aggregate price to the public of
less  than  $500,000,  or  (ii)  in  a given twelve (12) month period, after the
Company  has  effected  one  (1)  such  registration  in  any  such period.  The
provisions  of Section 2a and 2b shall also apply to any such registration under
this  Section  2c.


3.     RELATED  OBLIGATIONS.
       ---------------------

     In  the  case  of  each  registration  effected  by the Company pursuant to
Section  2  hereof, the Company will keep each Investor advised in writing as to


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<PAGE>
the  initiation  of  such  registration  and  as to the completion thereof.  The
Company  shall  have  the  following  obligations:

     a.     Keep  such registration effective for a period of one hundred twenty
(120)  days  or  until the Investor or Investors have completed the distribution
described  in  the  registration  statement  relating  thereto, which ever first
occurs;  provided,  however,  that  (i) such one hundred twenty (120) day period
shall be extended for a period of time equal to the period the Investor refrains
from  selling  any Securities included in such registration at the request of an
underwriter  of Common Stock or other securities of the Company; and (ii) in the
case  of  any  registration  of  Securities  on Form S-3 or other form which are
intended to be offered on a continuous or delayed basis, such one hundred twenty
(120)  day  period  shall  be  extended,  if necessary, to keep the registration
statement  effective until all such Securities are sold, provided that Rule 415,
or any successor rule under the 1933 Act, permits an offering on a continuous or
delayed  basis;  and  provided further that the right of any Investor to request
registration or inclusion in any registration pursuant to Section 2 hereof shall
terminate  on the earlier of (x) the date as of which such Investor may sell all
of his or her Securities without restriction pursuant to Rule 144(k) promulgated
under  the  1933  Act  (or  successor  thereto) or (y) the date on which (A) the
Investor  shall  have  sold  all  of  his  or her Securities and (B) none of the
Preferred  Stock  is  outstanding  (the  "Registration Period")  No Registration
Statement  (including  any  amendments  or  supplements thereto and prospectuses
contained  therein) to be utilized in such registration shall contain any untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein,  or  necessary  to make the statements therein, in light of the
circumstances  in  which  they  were  made,  not  misleading.

     b.     The  Company  shall  prepare  and  file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement(s)  and  the  prospectus(es)  used in connection with the Registration
Statement(s),  which  prospectus(es)  are  to  be  filed  pursuant  to  Rule 424
promulgated  under  the  1933  Act, as may be necessary to keep the Registration
Statement(s)  effective at all times during the Registration Period, and, during
such  period,  comply  with  the  provisions  of  the  1933  Act
with  respect to the disposition of all Securities of the Company covered by the
Registration  Statement(s).

     c.     The  Company  shall  furnish  to  each Investor whose Securities are
included  in  the Registration Statement(s) and its legal counsel without charge
(i) promptly after the same is prepared and filed with the SEC at least one copy
of  the  Registration  Statement  and any amendment thereto, including financial
statements  and  schedules,  all documents incorporated therein by reference and
all  exhibits,  the  prospectus(es)  included  it such Registration Statement(s)
(including  each  preliminary  prospectus) and, with regards to the Registration
Statement,  any  correspondence by or on behalf of the Company to the SEC or the
staff  of the SEC and any correspondence from the SEC or the staff of the SEC to
the  Company  or  its  representatives,  (ii)  upon  the  effectiveness  of  any
Registration  Statement,  ten  (10)  copies  of  the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies as such Investor may reasonably request) and (iii) such other
documents, including any preliminary prospectus, as such Investor may reasonably


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<PAGE>
request  in  order to facilitate the disposition of the Securities owned by such
Investor.

     d.     The Company shall use reasonable efforts to (i) register and qualify
the  Securities  covered  by  the  Registration  Statement(s)  under  such other
securities  or "blue sky" laws of such jurisdictions in the United States as any
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments  (including  post-effective  amendments)  and  supplements  to  such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to quality the Securities for sale in
such jurisdictions; provided, however, that the Company shall not be required in
connection  therewith or as a condition thereto to (A) qualify to do business in
any  jurisdiction  where  it  would not otherwise be required to qualify but for
this  Section  3d,  (B)  subject  itself  to  general  taxation  in  any  such
jurisdiction,  or  (C)  file a general consent to service of process in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Investor  who  holds
Securities of the receipt by the Company of any notification with respect to the
suspension  of  the  registration  or qualification of any of the Securities for
sale  under  the securities or "blue sky" laws of any jurisdiction in the United
States  or  its receipt of actual notice of the initiation or threatening of any
proceeding  for  such  purpose.

     e.     As  promptly  as practicable after becoming aware of such event, the
Company  shall notify each Investor in writing of the happening of any event, of
which the Company has knowledge, as a result of which the prospectus included in
a  Registration  Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading,  and promptly prepare a supplement or
amendment  to  the  Registration  Statement  to correct such untrue statement or
omission,  and  deliver  ten (10) copies of such supplement or amendment to each
Investor  (or  such  other  number  of  copies  as  such Investor may reasonably
request).  The  Company  shall also promptly notify each Investor in writing (i)
when  a  prospectus or any prospectus supplement or post-effective amendment has
been  filed,  and  when a Registration Statement or any post-effective amendment
has  become  effective (notification of such effectiveness shall be delivered to
each  Investor  by  facsimile  on  the  same  day  of  such effectiveness and by
overnight  mail) (ii) of any request by the SEC for amendments or supplements to
a  Registration Statement or related prospectus or related information, (iii) of
the  Company's  reasonable  determination  that  a post-effective amendment to a
Registration  Statement  would  be  appropriate.

     f.     The  Company  shall  use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or  the suspension of the qualification of any of the Securities for sale in any


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<PAGE>
jurisdiction  and,  if  such  an  order  or  suspension is issued, to obtain the
withdrawal  of  such  order or suspension at the earliest possible moment and to
notify  each  Investor  who holds Securities being sold (and, in the event of an
underwritten  offering, the managing underwriters) of the issuance of such order
and  the resolution thereof or its receipt of actual notice of the initiation or
threat  of  any  proceeding  for  such  purpose.

     g.     The  Company  shall permit the Investors a single firm of counsel or
such  other counsel as thereafter designated as selling stockholders' counsel by
the  Investors  who hold a majority of the Securities then being sold, to review
and  comment  upon  the  Registration  Statement(s)  and  all  amendments  and
supplements  thereto at least three (3) days prior to their filing with the SEC,
and  not  file  any document in a form to which such counsel reasonably objects.
The  Company shall not submit a request for acceleration of the effectiveness of
a  Registration  Statement(s) or any amendment or supplement thereto without the
prior  approval  of  such  counsel,  which  consent  shall  not  be unreasonably
withheld.

h.     At  the  request of the Investor(s) who hold a majority of the Securities
being sold, the Company shall furnish, on the date that Securities are delivered
to  an  underwriter,  if  any,  for  sale  in  connection  with the Registration
Statement (i) if required by an underwriter, a letter, dated such date, from the
Company's  independent  certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an  underwritten  public  offering,  addressed to such underwriters, and (ii) an
opinion, dated as of such date, of counsel representing the Company for purposes
of  such  Registration Statement, in form, scope and substance as is customarily
given  in an underwritten public offering, addressed to the underwriters and the
Investor(s).

     i.     The Company shall make available for inspection by (i) any Investor,
(ii) any underwriter participating in any disposition pursuant to a Registration
Statement,  (iii)  one  firm  of  attorneys and one firm of accountants or other
agents retained by the Investors, and (iv) one firm of attorneys retained by all
such  underwriters  (collectively, the "INSPECTORS") all pertinent financial and
other  records,  and pertinent corporate documents and properties of the Company
(collectively,  the  "RECORDS"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and  cause  the  Company's  officers,  directors  and  employees  to  supply all
information  which any Inspector may reasonably request for purposes of such due
diligence provided, however, that each Inspector shall hold in strict confidence
and  shall  not make any disclosure (except to an Investor) or use of any Record
or  other  information  which  the  Company  determines  in  good  faith  to  be
confidential,  and of which determination the Inspectors are so notified, unless
(A)  the  disclosure  of  such  Records  is  necessary  to  avoid  or  correct a
misstatement  or omission in any Registration Statement or is otherwise required
under  the  1933  Act,  (B) the release of such Records is ordered pursuant to a
final,  non-appealable  subpoena  or  order  from  a court or government body of
competent  jurisdiction,  or  (C)  the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or  any  other agreement. Each Investor agrees that it shall, upon learning that
disclosure  of  such  Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company
and  allow  the  Company,  at  its


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<PAGE>
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  the  Records  deemed  confidential.

     j.     The  Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by disclosure in violation of this or any other agreement. The
Company  agrees that it shall, upon learning that disclosure of such information
concerning  an  Investor  is  sought  in  or  by a court or governmental body of
competent  jurisdiction  or  through  other means, give prompt written notice to
such  Investor  and allow such investor, at the Investor's expense, to undertake
appropriate  action  to  prevent  disclosure of, or to obtain a protective order
for,  such  information.

     k.     The  Company  shall use its best efforts to cause all the Securities
covered  by  a  Registration  Statement to be listed on each national securities
exchange  on  which securities of the same class or series issued by the Company
are  then  listed,  if  any, if the listing of such Securities is then permitted
under  the rules of such exchange, and to arrange for at least two market makers
to  register  with  the National Association of Securities Dealers, Inc. as such
with respect to such Securities.  The Company shall pay all fees and expenses in
connection  with  satisfying  its  obligations  under  this  Section  3(i).

     l.     The  Company  shall cooperate with the Investors who hold Securities
being  offered  and,  to  the  extent  applicable,  any  managing underwriter or
underwriters,  to facilitate the timely preparation and delivery of certificates
(not  bearing  any restrictive legend) representing the Securities to be offered
pursuant  to a Registration Statement and enable such certificates to be in such
denominations  or  amounts,  as  the case may be, as the managing underwriter or
underwriters,  if  any, or, if there is no managing underwriter or underwriters,
the Investor may reasonably request and registered in such names as the managing
underwriter or underwriters, if any, or the Investor may request. Not later than
the  date  on  which  any  Registration  Statement  registering  the  resale  of
Securities  is  declared  effective,  the  Company shall deliver to its transfer
agent  instructions,  accompanied by any reasonably required opinion of counsel,
that  permits  sales  of unlegended securities in a timely fashion that complies
with  then  mandated  securities  settlement  procedures  for regular way market
transactions.

     m.     The  Company  shall  take  all other reasonable actions necessary to
expedite and facilitate disposition by the Investors of Securities pursuant to a
Registration  Statement.

     n.     The  Company  shall  use  its  best  efforts to cause the Securities
covered  by  the  applicable  Registration  Statement  to  be registered with or


                                           10
<PAGE>
approved  by such other governmental agencies or authorities as may be necessary
to  consummate  the  disposition  of  such  Securities.

     o.     The Company shall provide a transfer agent and registrar of all such
Securities  not  later  than  the effective date of such Registration Statement.

     p.     If  requested  by  the  managing  underwriters  or  an Investor, the
Company  shall  immediately  incorporate  in  a  prospectus  supplement  or
post-effective  amendment  such information as the managing underwriters and the
Investor  agree should be included therein relating to the sale and distribution
of  Securities,  including,  without limitation, information with respect to the
number  of  Securities being sold to such underwriters, the purchase price being
paid  therefore  by such underwriters and with respect to any other terms of the
underwritten  (or  best  efforts  underwritten) offering of the Securities to be
sold  in  such offering; make all required filings of such prospectus supplement
or  post-effective  amendment  as  soon  as  notified  of  the  matters  to  be
incorporated  in  such  prospectus  supplement  or post-effective amendment; and
supplement  or  make  amendments to any Registration Statement if requested by a
shareholder  or  any  underwriter  of  such  Securities.

     q.     The  Company shall otherwise use its best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

4.     OBLIGATIONS  OF  THE  INVESTOR(S).
       ----------------------------------

     a.     At  least  seven (7) days prior to the first anticipated filing date
of the Registration Statement, the Company shall notify each Investor in writing
of the information the Company requires from each such Investor if such Investor
elects  to  have  any of such Investor's Securities included in the Registration
Statement.  Each  Investor  desiring  to participate in a registration hereunder
shall  furnish  to the Company such information regarding itself, the Securities
held  by  it and the intended method of disposition of the Securities held by it
as  shall  be  reasonably required to effect the registration of such Securities
and  shall  execute  such  documents in connection with such registration as the
Company  may  reasonably  request.

     b.     Each  Investor,  by  such  Investor's  acceptance of the Securities,
agrees  to  cooperate with the Company as reasonably requested by the Company in
connection  with  the  preparation  and  filing of the Registration Statement(s)
hereunder,  unless  such  Investor  has  notified the Company in writing of such
Investor's  election  to  exclude  all  of  such  Investor's  Securities  from a
Registration  Statement.

     c.     Each  Investor  agrees  that,  upon  receipt  of any notice from the
Company  of  the happening of any event of the kind described in Section 3(e) or
3(f),  such  Investor will immediately discontinue the disposition of Securities
pursuant  to  the  Registration Statement(s) covering such Securities until such
Investor's  receipt  of  the  copies  of  the supplemented or amended prospectus
contemplated  by  Section 3(e) and, if so directed by the Company, such Investor


                                           11
<PAGE>
shall  deliver  to  the  Company  (at the expense of the Company) or destroy all
copies in such Investor's possession, of the prospectus covering such Securities
current  at  the  time  of  receipt  of  such  notice.

     d.     No  Investor  may  participate  in  any  underwritten  registration
hereunder  unless such Investor (i) agrees to sell such Investor's Securities on
the  basis  provided  in  any underwriting arrangements approved by the Investor
entitled hereunder to approve such arrangements, (ii) completes and executes ail
questionnaires,  powers  of  attorney,  indemnities, underwriting agreements and
other  documents  reasonably  required  under  the  terms  of  such underwriting
arrangements,  and  (iii)  agrees  to pay its pro rata share of all underwriting
discounts  and  commissions.

5.     EXPENSES  OF  REGISTRATION.
       ---------------------------

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel  for  the  Company  shall  be  borne  by  the  Company.

6.     INDEMNIFICATION
       ---------------

     In  the event any Securities are included in a Registration Statement under
this  Agreement:

     a.     To the fullest extent permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend  each  Investor  who  holds  such
Securities,  the  directors,  officers,  partners,  employees,  agents  and each
Person,  if any, who controls any Investor within the meaning of the 1933 Act or
the  Securities  Exchange  Act  of  1934,  as  amended (the "1934 ACT"), and any
underwriter (as defined in the 1933 Act) for the Investor, and the directors and
officers  of, and each Person, if any, who controls, any such underwriter within
the  meaning  of  the  1933 Act or the 1934 Act (each, an "INDEMNIFIED PERSON"),
against  any  losses, claims, damages, liabilities, judgments, fines, penalties,
charges,  costs,  attorneys' fees, amounts paid in settlement or expenses, joint
or  several,  (collectively,  "CLAIMS")  incurred in investigating, preparing or
defending  any action, claim, suit, inquiry, proceeding, investigation or appeal
taken  from the foregoing by or before any court or governmental, administrative
or  other  regulatory  agency,  body  or the SEC, whether pending or threatened,
whether  or  not an indemnified party is or may be a party thereto  "INDEMNIFIED
DAMAGES"),  to  which  any of them may become subject insofar as such Claims (or
actions  or  proceedings,  whether  commenced  or threatened, in respect thereof
arise  out  of  or  are  based  upon: (i) any untrue statement or alleged untrue
statement  of  a material fact in a Registration Statement or any post-effective
amendment  thereto or in any filing made in connection with the qualification of
the  offering  under the securities or other "blue sky" laws of any jurisdiction
in  which Securities are offered ("BLUE SKY FILING"), or the omission or alleged
omission  to state a material fact required to be stated therein or necessary to
make  the  statements  therein,  in  light  of the circumstances under which the
statements  therein  were  made,  not  misleading,  (ii) any untrue statement or
alleged  untrue  statement  of  a  material  fact  contained  in any preliminary
prospectus  if used. prior to the effective date of such Registration Statement,
or contained in the final prospectus (as amended or supplemented, if the Company
files  any amendment thereof or supplement thereto with the SEC) or the omission
or  alleged  omission  to  state therein any material fact necessary to make the
statements  made  therein,  in  light  of  the  circumstances  under  which  the


                                           12
<PAGE>
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii)  being, collectively, "VIOLATIONS"), Subject to the
restrictions  set  forth  in  Section  6(d)  with respect to the number of legal
counsel,  the  Company shall reimburse the Investor and each such underwriter or
controlling  person,  promptly  as  such  expenses  are incurred and are due and
payable,  for  any  legal  fees or other reasonable expenses incurred by them in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  occurs in reliance upon and in conformity with
information  furnished  in  writing  to the Company by any Indemnified Person or
underwriter for such Indemnified Person expressly for use in connection with the
preparation  of  the  Registration  Statement  or  any such amendment thereof or
supplement  thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(c); (ii) with respect to any preliminary prospectus, shall
not  inure  to the benefit of any such person from whom the person asserting any
such  Claim  purchased  the  Securities  that are the subject thereof (or to the
benefit  of  any  person  controlling  such  person)  if the untrue statement or
mission  of  material fact contained in the preliminary prospectus was corrected
in  the  prospectus,  as  then  amended  or supplemented, if such prospectus was
timely  made  available  by  the  Company  pursuant  to  Section  3(c),  and the
Indemnified  Person  was  promptly  advised  in writing not to use the incorrect
prospectus  prior  to  the  use  giving rise to a violation and such Indemnified
Person,  notwithstanding  such  advice, used it; (iii) shall not be available to
the  extent  such  Claim  is based on a failure of the Investor to deliver or to
cause  to be delivered the prospectus made available by the Company (i) and (iv)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected  without  the prior written consent of the Company, which consent shall
not  be  unreasonably  withheld.  Such  indemnity shall remain in full force and
effect  regardless  of any investigation made by or on behalf of the Indemnified
Person  and  shall  survive  the  transfer  of the Registrable Securities by the
Investor  pursuant  to  Section  9.

     b.     In  connection  with any Registration Statement in which an Investor
is  participating,  each  such  Investor  agrees  to  severally  and not jointly
indemnify,  hold  harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
or  Indemnified  Damages to which any of them may become subject, under the 1933
Act,  the  1934  Act  or otherwise, insofar as such Claim or Indemnified Damages
arise  out  of  or are based upon any Violation, in each case to the extent, and
only  to  the  extent,  that  such  Violation  occurs  in  reliance  upon and in
conformity  with  written  information furnished to the Company by such Investor


                                           13
<PAGE>
expressly  for  use in connection with such Registration Statement; and, subject
to  Section  6(d),  such  Investor  will  reimburse  any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  provided,  however, that the indemnity agreement contained in this
Section  6(b) and Section 7 shall not apply to amounts paid in settlement of any
Claim  if  such settlement is effected without the prior written consent of such
Investor,  which  consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount  of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such Indemnified Party
and  shall  survive  the  transfer of the Registrable Securities by the Investor
pursuant  to  Section  9.  Notwithstanding  anything  to  the contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  preliminary  prospectus  shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as  then  amended  or  supplemented.

     c.     The  Company  shall  be  entitled  to  receive  indemnities  from
underwriters,  selling  brokers, dealer managers and similar securities industry
professionals  participating in any distribution, to the same extent as provided
above,  with  respect  to  information  such  persons  so  furnished  in writing
expressly  for  inclusion  in  the  Registration  Statement.

     d.      Promptly  after  receipt  by  an  Indemnified Person or Indemnified
Party  under  this  Section  6  of  notice  of the commencement of any action or
proceeding  (including  any governmental action or proceeding) involving a Claim
such  Indemnified  Person  or  Indemnified  Party  shall,  if a Claim in respect
thereof  is  to  be  made  against  any Indemnifying Party under this Section 6,
deliver  to the Indemnifying Party a written notice of the commencement thereof,
and  the  Indemnifying Party shall have the right to participate in, and, to the
extent  the  Indemnifying  Party so desires, jointly with any other Indemnifying
Party  similarly  noticed, to assume control of the defense thereof with counsel
mutually  satisfactory  to  the Indemnifying Party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the Indemnifying Party, if, in
the  reasonable  opinion  of  counsel  retained  by  the Indemnifying Party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  Indemnifying  Party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by such counsel in such proceeding. The Company shall
pay  reasonable  fees  for only one separate legal counsel for the Investor, and
such  legal  counsel  shall  be  selected  by the Investor holding a majority in
interest of the Registrable Securities included in the Registration Statement to
which  the  Claim  relates.  The  Indemnified  Party or Indemnified Person shall
cooperate  fully  with the Indemnifying Party in connection with any negotiation
or  defense  of  any  such  action  or claim by the Indemnifying Party and shall
furnish  to  the  Indemnifying Party all information reasonably available to the
Indemnified  Party or Indemnified Person, which relates to such action or claim.


                                           14
<PAGE>
The  Indemnifying  Party  shall keep the Indemnified Party or Indemnified Person
fully  apprised  at  all times as to the status of the defense or any settlement
negotiations with respect thereto. No Indemnifying Party shall be liable for any
settlement  of  any  action,  claim  or  proceeding effected without its written
consent,  provided,  however, that the Indemnifying Party shall not unreasonably
withhold,  delay  or condition its consent. No Indemnifying Party shall, without
the  consent of the Indemnified Party or Indemnified Person, consent to entry of
any  judgment  or  enter  into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  such Indemnified Party or Indemnified Person of a release from ail liability
in  respect  to  such claim or litigation. Following indemnification as provided
for  hereunder,  the Indemnifying Party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to ail third parties, firms
or  corporations relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice  to  the  Indemnifying Party within a
reasonable  time  of  the commencement of any such action shall not relieve such
Indemnifying  Party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the Indemnifying Party is
prejudiced  in  its  ability  to  defend  such  action.

     e.     The  indemnification  required  by  this  Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

     f.     The  indemnity  agreements  contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
Indemnifying  Party  may  be  subject  to  pursuant  to  the  law.

7.     CONTRIBUTION.
       -------------

     To the extent any indemnification by an Indemnifying Party is prohibited or
limited  by  law, the Indemnifying Party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of  fraudulent  misrepresentation;  (iii)  contribution by any seller of
Securities  shall be limited in amount to the net amount of proceeds received by
such  seller  from  the  sale of' such Securities; and (iii) contribution by the
Company  shall be limited as to the gross proceeds received from the sale of the
Securities.


                                   15
<PAGE>
8.     REPORTS  UNDER  THE  1934  ACT.
       -------------------------------

     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that  may at any time permit the Investor to sell securities of the Company
to  the  public  without  registration  ("RULE  144"),  the  Company  agrees to:

     a.     make  and  keep  public  information  available,  as those terms are
understood  and  defined  in  Rule  144;

     b.     file with the SEC in a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains subject to such requirements and the filing of such reports and
other  documents  is  required  for  the  applicable provisions of Rule 144; and

     c.     furnish  to  each Investor so long as such Investor owns Securities,
promptly  upon  request,  (i)  a  written  statement  by the Company that it has
complied  with the reporting requirements of Rule 144, the 1933 Act and the 1934
Act,  (ii)  a  copy of the most recent annual or quarterly report of the Company
and  such  other  reports  and documents so filed by the Company, and (iii) such
other  information as may be reasonably requested to permit the Investor to sell
such  securities  pursuant  to  Rule  144  without  registration.

9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.
       -------------------------------------

     The  rights to have the Company register Registrable Securities pursuant to
this  Agreement  shall  be  automatically  assignable  by  an  Investor  to  any
transferee  of  all  or any portion of Securities if: (i) the Investor agrees in
writing  with  the  transferee  or assignee to assign such rights, and a copy of
such  agreement  is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with  written notice of (a) the name and address of such
transferee  or  assignee,  and  (b)  the  securities  with respect to which such
registration  rights  are  being  transferred  or  assigned;  (iii)  immediately
following such transfer or assignment the further disposition of such securities
by  the  transferee  or assignee is restricted under the 1933 Act and applicable
state  securities  laws;  (iv)  at  or  before the time the Company receives the
written  notice  contemplated  by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained  herein; (v) such transfer shall have been made in accordance with the
applicable  requirements  of  the Stock Purchase Agreement; (vi) such transferee
shall  be  an  "accredited  investor"  as  that  term  is defined in Rule 501 of
Regulation  D  promulgated  under  the  1933  Act;  and  (vii)  in the event the
assignment  occurs  subsequent  to the date of effectiveness of the Registration
Statement  required  to be filed pursuant to Section 2(a), the transferee agrees
to  pay  all  reasonable expenses of amending or supplementing such Registration
Statement  to  reflect  such  assignment.


                                  17
<PAGE>
10.          AMENDMENT  OF  REGISTRATION  RIGHTS.
             ------------------------------------

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with the written consent of the Company and Investors
who  hold  two-thirds  of  the  Securities.  Any amendment or waiver effected in
accordance  with  this  Section  10  shall be binding upon each Investor and the
Company.

11.     MISCELLANEOUS
        -------------

     a.     A  person  or entity is deemed to be a holder of Securities whenever
such  person  or  entity owns of record such Securities. If the Company receives
conflicting  instructions,  notices  or  elections  from  two or more persons or
entities  with  respect  to  the same Securities, the Company shall act upon the
basis  of instructions, notice or election received from the registered owner of
such  Securities.

     b.     Any  notices,  consents, waivers or other communications required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed
by  U.S.  certified  mail,  return receipt requested; (iii) three (3) days after
being  sent by U.S. certified mail, return receipt requested, or (d) one (1) day
after  deposit with a nationally recognized overnight delivery, service, in each
case  properly  addressed  to  the  party to receive the same. The addresses and
facsimile  numbers  for  such  communications  shall  be:

If  to  the  Company:

Photoloft.com
300  Orchard  City  Drive
Campbell,  California  95008
Facsimile:  (408)  364-8778

With  Copy  to:

Cathryn  S.  Gawne,  Esq.
Silicon  Valley  Law  Group
152  North  3rd  Street
Suite  900
San  Jose,  California  95112

     If  to an Investor, to its address and facsimile number on Schedule A, with
copies  to  such Investor's counsel as set forth on Schedule A. Each party shall
provide  five (5) days' prior written notice to the other party of any change in
address  or  facsimile  number.

     c.     Failure  of  any  party  to  exercise any right or remedy under this
Agreement  or  otherwise,  delay  by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

     d.     This  Agreement  shall  be governed by and interpreted in accordance
with  the  laws  of  the State of California without regard to the principles of
conflict  of  laws.  If  any  provision  of  this  Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or  the  validity  or  enforceability  of  any  provision  of this
Agreement  in  any  other  jurisdiction.

     e.     This  Agreement  and  the  Stock  Purchase  Agreement constitute the
entire  agreement  among  the  parties hereto with respect to the subject matter
hereof  and  thereof.  There  are  no  restrictions,  promises,  warranties  or
undertakings, other than those set forth or referred to herein and therein. This
Agreement  and  the  Stock Purchase Agreement supersede all prior agreements and
understandings  among  the  parties  hereto  with  respect to the subject matter
hereof  and  thereof.

     f.     Subject to the requirements of Section 9, this Agreement shall inure
to  the  benefit and of and be binding upon the permitted successors and assigns
of  each  of  the  parties  hereto.

     g.     The headings in this Agreement are for convenience of reference only
and  shall  not  limit  or  otherwise  affect  the  meaning  hereof.

     h.     This  Agreement  may  be  executed  in  two  or  more  identical
counterparts,  each  of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may  be  delivered to the other party hereto by facsimile transmission of a copy
of  this  Agreement  bearing  the  signature  of  the  party  so delivering this
Agreement.

     i.     Each  party shall do and perform, or cause to be done and performed,
all  such  further acts and things, and shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.


                                          18
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement  to  be  duly  executed  as  of  the day and year first above written.

COMPANY:                                  INVESTOR:
--------                                  ---------

PHOTOLOFT.COM                             INTELLECT  CAPITAL  GROUP,  LLC


By:  /S/  Jack  Marshall                   By:  /S/  Terren  S.  Peizer

Name:     Jack  Marshall                   Name:  Terren  S.  Peizer
Its:  President                            Its:  Chairman & CEO


                                           19
<PAGE>

                                   SCHEDULE A


Investor's  Name     Address/Facsimile  Number  of  Investor
----------------     ---------------------------------------


                                           20
<PAGE>