AGREEMENT AMONG SHAREHOLDERS AND COMPANY
                    ----------------------------------------

     THIS  AGREEMENT  (the "Agreement") is made the 8th day of June, 2000 by and
among  Jack  Marshall,  Lisa  Marshall  (collectively  referred  to  herein  as
"Shareholders"  and  individually  as a "Shareholder"), Intellect Capital Group,
LLC,  a  Delaware  limited  liability  company ("ICG")and PhotoLoft.com, Inc., a
Nevada  corporation (referred to herein as the "Company"), with reference to the
following  facts:

     Company is a corporation organized and existing under the laws of the State
of  Nevada,  and

WHEREAS,  ICG  and  the  Company  have  entered into that certain Stock Purchase
Agreement, dated as of April 7, 2000, (the "Purchaser Agreement") whereby, among
other  things,  ICG  is  purchasing  shares  of  Series B Preferred Stock of the
Company;  and

WHEREAS,  under  Section  6.4  of the Purchase Agreement, ICG, management of the
Company  and  certain  investors  in  the  Company  have  the right to designate
nominees  to  the Board of Directors of the Company (such designated nominees to
be  referred  to  herein  as  the  "Designees");  and

WHEREAS,  the  Shareholders shall receive substantial benefits from consummation
of  the  transactions  evidenced  by  the  Purchase  Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
obligations hereinafter set forth and other good and valuable consideration, the
parties  hereto  agree  as  follows:

1.     Designees.  For so long as the Shareholders own shares of Common Stock or
       ---------
preferred  stock  of  the  Company:

     (A)     Each  Shareholder  agrees  to  vote  such  shares  in  favor of the
Designees  in  order  to  cause  their  election  to  the  Board  of  Directors.

     (B)     The  Company  agrees  to nominate the Designees for election to the
Board  of  Directors  of the Company and agrees to vote any shares over which it
has  control  of  the  voting  rights  in  favor  of  such  designees.

2.     Term.  In  addition to any other termination provisions of this Agreement
       ----
or  any  other termination provided by law, this Agreement shall terminate as to
the  parties  hereto  and all rights and obligations hereunder shall cease upon:

     (A)     The  unanimous  written  agreement  of  the  parties;  or

     (B)     Upon  the  adjudication of the Company as a bankrupt, the execution
by the Company of an assignment for the benefit of creditors, the appointment of
a  receiver  for  the  Company,  or  the  voluntary  dissolution of the Company.


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3.     Equitable  Remedies.  Each  party  hereto  recognizes and agrees that the
       -------------------
violation  of  any  term,  provision,  or  condition of this Agreement may cause
irreparable damage to the other parties which is difficult to ascertain and that
the  award of any sum of damages may not be adequate relief to such other party.
Each party therefore agrees that, in addition to all other remedies available in
the  event of any breach of this Agreement, any other party shall have the right
to  injunctive  relief.

4.     Documents.  The  parties  to  this  Agreement  and  the  executors  and
       ---------
administrators  of  a deceased party shall execute and deliver all necessary and
proper documents and instruments necessary or appropriate to carry out the terms
and  intent  of  this  Agreement.

5.     Notice.  Any  communications  required  or  permitted to be given or made
       ------
pursuant  to  this Agreement shall be in writing and either personally delivered
or  sent  by  registered mail, return receipt requested, postage prepaid, to the
parties at the addresses set forth in Section 10.5, except that the Shareholders
address  shall  be  the  same  as  the  Company's.

6.     Applicable  Law.  The  laws  of  the State of California shall govern the
       ---------------
validity,  interpretation,  and  enforcement  of  this  Agreement.

7.     Severability.  If  any  of  the  provisions  of  this  Agreement shall be
       ------------
unlawful,  void, or for any reason unenforceable, they shall be deemed separable
from  and  shall  in  no way affect the validity or enforcement of the remaining
provisions  of  this  Agreement.

8.     Amendment  - Revocation.  This Agreement may be amended or revoked by the
       -----------------------
written  agreement  of  the  parties  hereto.

     IN WITNESS WHEREOF, the parties have signed this Agreement this 8th day of
June  2000

                                          PHOTOLOFT.COM,  INC.


                                          /S/  Jack  Marshall
                                          ---------------------------
                                          Jack  Marshall,  Chairman  and  CEO
                                          SHAREHOLDERS


                                          /S/  Jack  Marshall
                                          ---------------------------
                                          Jack  Marshall


                                          /S/  Lisa  Marshall
                                          ---------------------------
                                          Lisa  Marshall


                                          INTELLECT  CAPITAL  GROUP,  LLC


                                          /S/  Terren  S.  Peizer
                                          ---------------------------
                                          Terren  S.  Peizer,
                                          Chairman  and  CEO


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