LOAN AND SECURITY AGREEMENT
                           ---------------------------

     This  LOAN  AND SECURITY AGREEMENT ("Loan Agreement") is entered into as of
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May  18,  2000,  by  and  between  PHOTOLOFT.COM,  INC.,  a  Nevada  corporation
("Borrower"),  in  favor  of  INTELLECT  CAPITAL  GROUP, LLC, a Delaware limited
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liability  company  ("Lender").
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                                    ARTICLE I
                                   DEFINITIONS

     This  Loan  Agreement  is  the "Loan Agreement" referred to in that certain
Promissory  Note  of  even  date  herewith  between  Borrower  and  Lender  (the
"Promissory  Note"),  and  is  delivered  pursuant  to the terms thereof.  Terms
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defined  in the Promissory Note and not otherwise defined in this Loan Agreement
shall  have  the meanings defined for those terms in the Promissory Note.  Terms
defined  in  the  California  Uniform  Commercial Code ("UCC") and not otherwise
                                                         ---
defined in this Loan Agreement or in the Promissory Note shall have the meanings
defined  for  those  terms  in  the  UCC.  As  used  in this Loan Agreement, the
following  terms  shall apply to the Borrower and have the meanings respectively
set  forth:

"Accounts"  of  any  Person  means  all  of such Person's presently existing and
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hereafter  arising  or  acquired accounts, accounts receivable, margin accounts,
futures  positions,  book  debts, notes, drafts, acceptances, chattel paper, and
other  forms of obligations now or hereafter owned or held by or payable to such
Person relating in any way to Inventory or arising from the sale of Inventory or
the  rendering  of  services  by  such  Person  or  howsoever otherwise arising,
including  the  right to payment of any interest or finance charges with respect
thereto,  together  with all merchandise represented by any of the accounts; all
such  merchandise  that  may  be  reclaimed  or  repossessed or returned to such
Person;  all  of such Person's rights as an unpaid vendor, including stoppage in
transit,  reclamation,  replevin,  and sequestration; all pledged assets and all
letters  of  credit,  guaranty  claims, liens, and security interests held by or
granted  to  such Person to secure payment of any of the foregoing; all proceeds
and products of all of the foregoing; and all proceeds of insurance with respect
thereto,  including  the proceeds of any applicable credit insurance or fidelity
bond, whether payable in cash or in kind; and all customer lists, ledgers, books
of  account,  records, computer programs, computer disks or tape files, computer
printouts,  computer  runs,  and other computer prepared information relating to
any  of  the  foregoing.

"Chattel  Paper"  of  any  Person means any of such Person's "chattel paper," as
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such  term  is  defined  in  Section  9105(1) (b) of the UCC, and shall include,
without  limitation,  all  writings  owned or held by such Person which evidence
both  a  monetary  obligation  and a security interest in or a lease of specific
goods;  when  a transaction is evidenced both by a security agreement or a lease
and  by  an  Instrument  or a series of Instruments, the group of writings taken
together  constitutes  Chattel  Paper.

"Collateral"  is  defined  in  Section  3.1.
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"Computer  Program"  shall  mean  any computer software program created by or on
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behalf  of  Borrower,  or  to which Borrower obtained any rights of ownership or
exploitation,  at  any  time  before  or  after the date of this Loan Agreement,
whether  for internal use, for commercial distribution or other exploitation, or
for  any  other  use  whatsoever.

     "Contracts"  of  any  Person  means  all  contracts, undertakings, or other
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agreements  (other  than  rights  evidenced  by  Chattel  Paper,  Documents  or
Instruments)  in or under which such Person may now or hereafter have any right,
title  or  interest,  including, but not limited to, with respect to an Account,
any  agreement  relating  to  the  terms  of payment or the terms of performance
thereof.

"Distribution"  means dividends, distributions, redemption payments, liquidation
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payments,  or  other monies payable to Borrower on account of the Collateral and
all  rights  to  any  of  the  foregoing.


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<PAGE>
"Document" means, with respect to any Person, any "document," of such Person, as
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such  term  is  defined  in  Section  9105(1)(f)  of the UCC, and shall include,
without  limitation,  any  bill of lading, dock warrant, dock receipt, warehouse
receipt  or  order  for  the delivery of Inventory owned or held by such Person,
together  with  any  other  document  or  receipt which in the regular course of
business  or  financing  is  treated as adequately evidencing that the person in
possession  of  it  is entitled to receive, hold and dispose of the document and
the  goods  it  covers.

"Equipment"  of  any  Person  means all of such Person's now owned and hereafter
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acquired equipment (as defined in Section 9109(2) of the UCC) and shall include,
without  limitation,  all  machinery,  office equipment, furniture, furnishings,
fixtures,  computers,  office equipment and other tangible personal Property, as
well as purchase options with respect to all of such types of Property leased by
such  Person;  together  with  all  present  and future additions and accessions
thereto,  replacements therefor, component and auxiliary parts and supplies used
or  to  be  used  in  connection  therewith,  and all substitutes for any of the
foregoing,  and  all manuals, drawings, instructions, warranties and rights with
respect  thereto,  wherever  any  of  the  foregoing  is  located.

"General  Intangibles"  of  any  Person  means all "general intangibles" of such
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Person,  as  such term is defined in Section 9106 of the UCC, and shall include,
without  limitation,  chooses in action, causes of action and all other kinds of
intangible  personal  property  of  every  kind  or nature owned by such Person,
including,  but  not  limited  to,  contract rights, corporate or other business
records,  inventions,  designs,  patents,  patent  applications,  service marks,
trademarks,  trademark  applications,  trade  names,  trade secrets, engineering
drawings, goodwill, registrations, copyrights, copyright applications, licenses,
franchises, leasehold interests in personal property, customer lists, tax refund
claims, business interruption insurance and proceeds thereof, property, casualty
or  any  similar  type of insurance and any proceeds thereof, royalty, licensing
and  product  rights (including licenses consisting of the right to occupy seats
at  the  exhibition of theatrical motion pictures), rights to the retrieval from
third  parties  of  electronically processed and recorded data pertaining to any
Collateral and all rights to payment under any judgment; and all customer lists,
ledgers,  books  of  account, records, computer programs, computer disks or tape
files,  computer  printouts,  computer  runs,  and  other  computer  prepared
information  relating  to  any  of  the  foregoing.

"Instrument"  of  any Person means any "instrument" of such Person, as such term
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is  defined  in  Section  9105(1)  (i)  of  the  UCC, and shall include, without
limitation,  any  draft,  check, certificate of deposit, note, bill of exchange,
security  (including  equity  securities)  or any other writing owned or held by
such  person which evidences a right to the payment of money and is not itself a
security  agreement  or  lease  and  is  of  a  type which is transferred in the
ordinary  course  of  business  by  delivery  with  any necessary endorsement or
assignment.

"Intellectual  Property"  shall  mean,  without  limiting  the generality of the
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definition  of  "GeneralIntangibles"  set  forth  herein, all Computer Programs,
whether  created  on  or  before the date of this Agreement or after the date of
this  Agreement,  and  all  know-how,  processes,  designs,  techniques,  plans,
artwork, packaging, documentation, advertising material, specifications, models,
data,  inventions  and similar types of property related to, or used by Borrower
in  connection  with its business including, without limitation, concerning, any
Computer  Programs,  and  all  underlying  works of any of the foregoing and all
derivative  works  of the foregoing whenever created, and all rights of Borrower
therein and thereto of every kind and nature, including, but not limited to, any
and  all  copyrights,  copyright applications, rights in copyright, interests in
copyrights  and  renewals  and  extensions  of copyrights, domestic and foreign,
heretofore  or  hereafter  obtained  thereupon,  and all trademarks, trade names
(including,  but not limited to, the names "Photoloft", "PhotoLoft.com" [RICK --
ANY OTHERS?]), service marks and logos, and variants thereof and rights therein,
and all registrations thereof and applications to register any of the foregoing,
trade secret rights, patents, patent applications, industrial property and other
rights.


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<PAGE>
"Inventory"  of any Person means any "inventory" of such Person, as such term is
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defined  in  Section 9109 (4) of the UCC, and shall include, without limitation,
any  and  all goods owned or held by or for the account of such Person, for sale
or  lease,  or  for furnishing under a contract of service, or as raw materials,
work  in  process,  materials  incorporated  in  or  consumed in the production,
packaging,  delivery  or  shipping  of  any  of the foregoing, supplies, and all
property  the  sale,  lease  or  other  disposition  of  which has given rise to
Accounts  and  which  has  been  returned  to such Person or repossessed by such
Person  or  stopped  in transit, all substitutions and replacements therefor and
all  additions and accessions thereto; and all customer lists, ledgers, books of
account,  records,  computer  programs,  computer  disks or tape files, computer
printouts,  computer  runs,  and other computer prepared information relating to
any  of  the  foregoing.

"Secured  Obligations"  means, with respect to Borrower, any and all present and
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future  obligations of any type or nature of Borrower to Lender arising under or
relating to this Loan Agreement or the Promissory Note, whether due or to become
due,  liquidated  or  unliquidated,  or  contingent  or noncontingent, including
obligations  of  performance  as  well  as obligations of payment, and including
interest  that  accrues  after  the commencement of any bankruptcy or insolvency
proceeding  by  or  against  Borrower.

                                   ARTICLE II

                                      LOAN

     In  accordance with the terms of the Promissory Note, Borrower shall pay to
the  order  of Lender the principal sum of Two Hundred Seventy-Five Thousand and
No/100  dollars ($275,000.00) at an interest rate of 10.0% per annum, calculated
quarterly, with the entire outstanding principal balance on such Promissory Note
and  all  interest accrued thereon being due and payable in a balloon payment at
such  time  that  Lender delivers written demand to Borrower, in accordance with
the  terms  and  provisions  of  the  Promissory Note.  The Promissory Note is a
senior  obligation of the Borrower, ranking in greater priority over any general
creditors of the Borrower, and secured in accordance with the terms of this Loan
Agreement.

                                   ARTICLE III
                                SECURITY INTEREST

     Section  3.1     Grant of Security.  As security for the repayment and full
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and  prompt  performance  of its obligations under the Promissory Note, Borrower
hereby  assigns, transfers, pledges and sets over to Lender and hereby grants to
Lender  a  continuing  first  priority  security  interest in, all of Borrower's
right, title and interest (whether now owned or existing or hereafter arising or
acquired)  in  and  to  the  following  property  and  interests  in  property
(collectively,  the  "Collateral"):
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             (a)     all  Inventory;

             (b)     all  Accounts;

             (c)     all  Chattel  Paper  and  Instruments;

             (d)     all  Documents;

             (e)     all  Equipment;

             (f)     all  General  Intangibles;

             (g)     all  Intellectual  Property;


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<PAGE>
     (h)     any  and  all balances, credits, deposits, accounts or moneys of or
in  its  name  in  the possession or control of, or in transit to, Lender or any
financial institution and all securities, instruments and accounts in which such
sums  are  invested  from  time  to  time;

(i)     all other rights to the payment of money, including, but not limited to,
amounts  due  from  any  Person,  amounts due from any shareholder, tax refunds,
insurance  proceeds  and  all indebtedness and other sums owed to such Person by
any  of  its  subsidiaries  or  affiliates;

(j)     all  other  goods  and personal property of Borrower whether tangible or
intangible  or  whether now owned or hereafter acquired by Borrower and wherever
located;

     (k)     all  books,  correspondence, credit files, records, invoices, bills
of  lading  and other documents relating to any of the foregoing, including, but
not  limited  to,  all tapes, cards, computer runs, ledgers and other papers and
documents  in  the possession or control of Borrower or any computer bureau from
time  to  time  acting  for  Borrower;  and

(l)     all  accessions  to,  substitutions  for, and replacements, proceeds and
products  of any of the foregoing, including, but not limited to, all rights in,
to and under all policies of insurance, including, but not limited to, claims or
rights  to payments thereunder and proceeds therefrom, and any credit insurance.

     Section  3.2     Continuing  Security  Interest;  Transfer.  This  Loan
                      -----------------------------------------
Agreement  shall  create  a  continuing  security  interest  in  the Collateral,
notwithstanding the bankruptcy of Borrower or other Person or any other event or
proceeding  affecting  any  Person,  and  shall:

     (a)     remain  in  full  force  and  effect  until  payment in full of all
Secured Obligations and the termination of the commitments of Lender pursuant to
the  Promissory  Note;

(b)     be  binding  upon  Borrower  and  its  successors;  and

(c)     inure, together with the rights and remedies of Lender hereunder, to the
benefit  of  Lender  and  its  successors,  transferees  and  assigns.

Upon  the  payment in full of all Secured Obligations and the termination of the
commitments  of  Borrower  to  Lender  pursuant  to  this Loan Agreement and the
Promissory  Note,  the security interests granted herein shall terminate and all
rights  to  the Collateral shall revert to Borrower.  Upon any such termination,
Lender  shall,  at Borrower's sole expense, execute and deliver to Borrower such
documents  as  Borrower  may  reasonably  request  to evidence such termination.

     Section  3.3     Borrower  Remains Liable.  Notwithstanding anything herein
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to  the  contrary,

     (a)     Borrower  shall  remain  liable  under the contracts and agreements
included  in  the  Collateral to the extent set forth therein, and shall perform
all  of  its  duties  and obligations under such contracts and agreements to the
same  extent  as  if  this  Loan  Agreement  had  not  been  executed;

(b)     the  exercise by Lender of any of its rights hereunder shall not release
Borrower  from  any  of  its  duties  or obligations under any such contracts or
agreements  included  in  the  Collateral;  and

(c)     Lender  shall  not  have  any  obligation  or  liability  under any such
contracts  or  agreements  included  in  the  Collateral  by reason of this Loan



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<PAGE>
Agreement,  nor  shall  Lender be obligated to perform any of the obligations or
duties  of  Borrower  thereunder or to take any action to collect or enforce any
claim  for  payment  assigned  hereunder.

     Section  3.4     Subsequent  Changes  Affecting  Collateral.  Borrower
                      ------------------------------------------
represents  to Lender that it has made its own arrangements for keeping informed
of  changes  or  potential changes affecting the Collateral, and Borrower agrees
that  Lender  shall  not  have  any  responsibility  or  liability for informing
Borrower  of  any  such changes or potential changes or for taking any action or
omitting  to  take  any  action  with  respect  thereto.

                                   ARTICLE IV
                      LENDER'S RIGHTS REGARDING COLLATERAL

     At  any  time (whether or not an Event of Default has occurred), and at the
expense  of Borrower, Lender may, to the extent it may be necessary or desirable
to  protect the security hereunder, but Lender shall not be obligated to, at all
reasonable  times  on  reasonable  notice,  enter  upon  any  premises  on which
Collateral  is  situated  and  examine the same.  At any time (whether or not an
Event  of  Default  has  occurred)  and  from  time  to  time, at the expense of
Borrower,  Lender may, to the extent it may be necessary or desirable to protect
the  security  hereunder,  require  Borrower  to:  (i)  notify  obligors  of the
Collateral that the Collateral has been assigned to Lender as collateral for the
Secured  Obligations;  and  (ii)  at  any time and from time to time, reasonably
request from obligors on the Collateral, in the name of Borrower (if an Event of
Default  shall  have  occurred) or in the name of Lender, information concerning
the  Collateral owned by Borrower and the amounts owing thereon.  Borrower shall
maintain  books  and  records  pertaining to the Collateral owned by Borrower in
such  detail,  form and scope as Lender shall reasonably require consistent with
Lender's  interests hereunder.  Borrower shall at any time, at Lender's request,
mark  the  Collateral  and  Borrower's  ledger cards, books of account and other
records  relating to the such Collateral with appropriate notations satisfactory
to  Lender  disclosing  that  they  are  subject to Lender's security interests.
Lender  shall  at  all reasonable times on reasonable notice have full access to
and the right to audit any and all of Borrower's books and records pertaining to
the  Collateral, and to confirm and verify the value of the Collateral and to do
whatever  else  Lender reasonably may deem necessary or desirable to protect its
interests.  Lender  shall  be under no duty or obligation whatsoever to take any
action  to  preserve  any  rights  of  or  against any prior or other parties in
connection  with  the Collateral, to exercise any managerial rights with respect
to any Collateral, whether or not an Event of Default shall have occurred, or to
make  or  give  any  presentments,  demands  for  performance,  notices  of
non-performance,  protests,  notices of protests, notices of dishonor or notices
of  any other nature whatsoever in connection with the Collateral or the Secured
Obligations.  Lender shall be under no duty or obligation whatsoever to take any
action  to protect or preserve the Collateral or any rights of Borrower therein,
or  to  make  collections  or  enforce payment thereon, or to participate in any
foreclosure  or other proceeding in connection therewith.  Concurrently with the
execution  and  delivery of this Agreement, Borrower shall deliver to Lender all
certificates  representing  the  Collateral, together with stock powers or other
appropriate  instruments  of  assignment duly executed by Borrower in blank.  In
the  event  that  Borrower  receives  additional  investments that constitute or
represent  Collateral,  Borrower will promptly deliver them to Lender to be held
in pledge by Lender pursuant to the terms of this Agreement, together with stock
powers or other appropriate instruments of transfer duly executed by Borrower in
blank.

                                    ARTICLE V
                    BORROWER'S REPRESENTATIONS AND WARRANTIES

     Borrower  represents, warrants and agrees that: (a) Borrower owns the sole,
full and clear title to all of its respective existing Collateral free and clear
of  any  lien,  security interest, charge or encumbrance except for the security
interest  created  by  this  Agreement and except as permitted by the Promissory
Note, and no effective financing statement or other instrument similar in effect
covering  all  or any part of the Collateral is on file in any recording office,
except  such  as  may  have  been  filed  in  favor  of  Lender relating to this
Agreement;  (b) Borrower has the right and power to grant the security interests
granted  hereunder;  (c)  Borrower  will  pay,  prior to delinquency, all taxes,
charges,  Liens  and  assessments against the portion of the Collateral owned by
it; (d) the Collateral will not be used for any unlawful purpose or in violation
of  any  law,  regulation  or  ordinance,  nor used in any way that will void or
impair  any  insurance  required  to  be  carried  in  connection therewith; (e)


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<PAGE>
Borrower  will,  to  the extent consistent with good business practice, keep the
Collateral  owned  by it in reasonably good repair, working order and condition,
and  from  time  to  time  make  all  needful  and  proper  repairs,  renewals,
replacements,  additions  and  improvements  thereto  and,  as  appropriate  and
applicable,  will  otherwise  deal  with  the Collateral in all such ways as are
considered  good practice by owners of like Property; (f) Borrower will take all
reasonable  steps  to  preserve  and  protect  the Collateral; (g) Borrower will
maintain, with responsible insurance companies, adequate and customary insurance
covering  the Collateral; (h) Borrower will promptly notify Lender in writing in
the event of any substantial or material damage to the Collateral (considered as
a  whole)  from  any  source  whatsoever,  and,  except  for  the disposition of
collections  and  other  proceeds  of  the  Collateral permitted by Article VII,
Borrower will not remove or permit to be removed any part of the Collateral from
its  place  of  business without the prior written consent of Lender, except for
such  items  of the Collateral as are removed in the ordinary course of business
or in connection with any transaction or disposition otherwise permitted herein;
and  (i) in the event Borrower changes its name or its address as either are set
forth  herein,  Borrower  will  notify Lender of such name and/or address change
promptly,  but  in  any  event,  within  ten  (10)  days  of  such  occurrence.

                                   ARTICLE VI
                              COVENANTS OF BORROWER

     Borrower  agrees  that,  from  time  to  time  at  its own expense, it will
promptly execute and deliver all further instruments and documents, and take all
further  action, that may be necessary or desirable, or that Lender may request,
in  order  to  perfect,  preserve  and  protect any security interest granted or
purported  to  be granted hereby or to enable Lender to exercise and enforce its
rights  and remedies hereunder with respect to any Collateral.  Without limiting
the  generality  of  the  foregoing, Borrower agrees that after the date of this
Loan  Agreement,  it  will,  on  a  basis  consistent  with its prior practices,
promptly  upon  publication of any new Computer Program (any of the foregoing, a
"New  Work")  or  adoption  of  a  new  trademark or service mark (either of the
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foregoing,  a  "New Mark"): (i) register the copyright in such New Work with the
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U.S.  Copyright  Office,  or  register  such  New  Mark  in  the U.S. Patent and
Trademark Offices and in appropriate foreign jurisdictions (except to the extent
Borrower  believes reasonably and in good faith that any New Mark or New Work is
not  registrable  under  applicable  law);  (ii)  execute and deliver additional
copyright  mortgages  and  trademark  assignments  and such other instruments as
Lender  may reasonably request in order to perfect Lender's security interest in
such New Work or New Mark; and (iii) send notice of such New Work to Lender.  In
addition,  in  the  event  that  after  the date of this Loan Agreement Borrower
adopts  any  new  trademark,  trade  name, service mark, product name or service
name,  Borrower  will  promptly notify Lender of such new trademark, trade name,
service  mark,  product  name or service name and will seek registration of such
new  trademark,  trade  name,  service  mark,  product  name  or service name in
appropriate  circumstances and with appropriate authorities in the United States
and  elsewhere.  With  respect  to  the  foregoing and the grant of the security
interest  hereunder,  Borrower  hereby  authorizes  Lender  to  file one or more
financing or continuation statements, and amendments thereto, relative to all or
any  part  of  the  Collateral  without  the  signature of Borrower where and as
permitted  by  law.  A  carbon,  photographic or other reproduction of this Loan
Agreement or any financing statement covering the Collateral or any part thereof
shall  be  sufficient  as a financing statement where permitted by law. Borrower
shall  furnish  Lender with a fully executed copy of each agreement now existing
or  hereafter  entered  into  concerning  the  Intellectual  Property.


                                        6
<PAGE>
                                   ARTICLE VII
                          COLLECTIONS ON THE COLLATERAL

     Except  as  otherwise provided herein, Borrower shall have the right to use
and  to  continue  to  make  collections  on and receive Distributions and other
proceeds  of all of the Collateral in the ordinary course of business so long as
no  Event  of  Default  shall have occurred.  Upon the occurrence of an Event of
Default,  at  the  option of Lender, Borrower's right to make collections on and
receive Distributions and other proceeds of the Collateral and to use or dispose
of  such  collections  and  proceeds shall be suspended until such time, if any,
that  such  Event  of  Default  has  been  cured, and any and all Distributions,
proceeds  and collections, including all partial or total prepayments, then held
or  thereafter  received  on  or  on  account  of the Collateral will be held or
received  by  Borrower  in trust for Lender and immediately delivered in kind to
Lender  for  so  long  as  such  suspension  remains  in effect.  Any remittance
received  by  Borrower  from  any  Person  shall  be  presumed  to relate to the
Collateral  and  to  be  subject  to  Lender's  security  interests.  Upon  the
occurrence  of  an Event of Default, Lender shall have the right at all times to
receive,  receipt  for,  endorse,  assign,  deposit  and deliver, in the name of
Lender  (on  behalf  of  Lender) or in the name of Borrower, any and all checks,
notes,  drafts  and  other  instruments  for  the  payment of money constituting
proceeds  of  or  otherwise  relating  to  the  Collateral;  and Borrower hereby
authorizes  Lender to affix, by facsimile signature or otherwise, the general or
special endorsement of it, in such manner as Lender shall deem advisable, to any
such  instrument  in  the  event  the  same has been delivered to or obtained by
Lender  without appropriate endorsement, and Lender and any collecting agent are
hereby  authorized  to  consider  such endorsement to be a sufficient, valid and
effective endorsement by Borrower, to the same extent as though it were manually
executed  by  a  duly  authorized  officer of Borrower, regardless of by whom or
under  what circumstances or by what authority such facsimile signature or other
endorsement actually is affixed, without duty of inquiry or responsibility as to
such  matters, and Borrower hereby expressly waives demand, presentment, protest
and notice of protest or dishonor and all other notices of every kind and nature
with  respect  to  any  such  instrument.

                                  ARTICLE VIII
                                EVENT OF DEFAULT

     The  failure  by  Borrower  to  make the balloon payment as required by the
Promissory  Note and Article II of this Loan Agreement shall constitute an Event
of  Default  hereunder  immediately  upon  such  failure.

                                   ARTICLE IX
                          RIGHTS UPON EVENT OF DEFAULT

     Section  9.1     Rights  Upon  Event of Default.  Upon the occurrence of an
                      ------------------------------
Event  of  Default,  Lender  shall  have,  in any jurisdiction where enforcement
hereof  is  sought, in addition to all other rights and remedies that Lender may
have  under applicable law or in equity or under this Loan Agreement (including,
but  not  limited  to,  all rights set forth in Article VII hereof) or under the
Promissory  Note,  all  rights  and remedies of a secured party under the UCC as
enacted  in  any  jurisdiction,  and,  in  addition,  the  following  rights and
remedies,  all  of which may be exercised with or without notice to Borrower and
without  affecting  the  Secured Obligations, or the enforceability of the Liens
and  security  interests created hereby: (a) to foreclose the Liens and security
interests  created  hereunder  or  under  any  other  agreement  relating to any
Collateral  by any available judicial procedure or without judicial process; (b)
to  enter  any  premises  where any Collateral may be located for the purpose of
securing,  protecting,  inventorying,  appraising,  inspecting,  repairing,
preserving, storing, preparing, processing, taking possession of or removing the
same;  (c)  to sell, assign, lease or otherwise dispose of any Collateral or any
part  thereof, either at public or private sale or at any broker's board, in lot
or in bulk, for cash, on credit or otherwise, with or without representations or
warranties  and  upon such terms as shall be acceptable to Lender; (d) to notify
obligors  on  the Collateral that the Collateral has been assigned to Lender and
that all payments thereon are to be made directly and exclusively to Lender, for
the  benefit  of  Lender;  (e)  to collect by legal proceedings or otherwise all
Distributions,  interest,  principal or other sums now or hereafter payable upon


                                        7
<PAGE>
or on account of the Collateral; (f) to cause the Collateral to be registered in
the  name  of  Lender,  as  legal  owner;  (g)  to  enter  into  any  extension,
reorganization,  deposit,  merger  or  consolidation  agreement,  or  any  other
agreement  relating  to or affecting the Collateral, and in connection therewith
Lender  may  deposit  or  surrender  control  of  the Collateral or accept other
Property  in  exchange for the Collateral; (h) to settle, compromise or release,
on  terms  acceptable  to  Lender, in whole or in part, any amounts owing on the
Collateral  or  any  disputes  with  respect  thereto; (i) to extend the time of
payment,  make  allowances  and adjustments and issue credits in connection with
the  Collateral in the name of Lender or in the name of Borrower; (j) to enforce
payment and prosecute any action or proceeding with respect to any or all of the
Collateral  and take or bring, in the name of Lender or in the name of Borrower,
any  and  all steps, actions, suits or proceedings deemed by Lender necessary or
desirable  to  effect collection of or to realize upon the Collateral, including
any  judicial  or  nonjudicial  foreclosure  thereof  or  thereon,  and Borrower
specifically  consents  to  any  nonjudicial  foreclosure  of  any or all of the
Collateral  or  any  other  action taken by Lender which may release any obligor
from  personal liability on any of the Collateral, and Borrower waives any right
not  expressly  provided  for  in  this  Loan Agreement to receive notice of any
public or private judicial or nonjudicial sale or foreclosure of any security or
any  of  the  Collateral;  and any money or other property received by Lender in
exchange  for  or on account of the Collateral, whether representing collections
or  proceeds  of  Collateral,  and  whether resulting from voluntary payments or
foreclosure proceedings or other legal action taken by Lender or Borrower may be
applied  by Lender without notice to Borrower to the Secured Obligations in such
order  and  manner  as  Lender  in  its  sole discretion shall determine; (k) to
insure,  process  and  preserve  the  Collateral;  (l)  to  exercise all rights,
remedies,  powers  or  privileges  provided  under  this  Loan  Agreement or the
Promissory Note; (m) to remove, from any premises where the same may be located,
the  Collateral  and  any and all documents, instruments, files and records, and
any  receptacles  and  cabinets containing the same, relating to the Collateral,
and  Lender  may, at the cost and expense of Borrower, use such of its supplies,
equipment, facilities and space at its places of business as may be necessary or
appropriate to properly administer, process, store, control, prepare for sale or
disposition  and/or  sell  or  dispose of the portion of the Collateral owned by
Borrower  or  to properly administer and control the handling of collections and
realizations  thereon, and Lender shall be deemed to have a rent-free tenancy of
any  premises  of  Borrower  for  such  purposes and for such periods of time as
reasonably  required  by  Lender;  (n)  to receive, open and dispose of all mail
addressed  to  Borrower  and notify postal authorities to change the address for
delivery  thereof  to such address as Lender may designate; provided that Lender
agrees  that  it will promptly deliver over to Borrower such opened mail as does
not  relate  to  the  Collateral;  and (o) to exercise all other rights, powers,
privileges  and  remedies  of  an  owner of the Collateral; all at Lender's sole
option  and as Lender in its sole discretion may deem advisable. Borrower shall,
at  Lender's request, assemble the Collateral and make it available to Lender at
places that Lender may reasonably designate, whether at the premises of Borrower
or  elsewhere,  and  will  make available to Lender, free of cost, all premises,
equipment  and  facilities  of  Borrower  for  the  purpose  of  Lender's taking
possession  of  the  Collateral  or  storing  same  or  removing  or putting the
Collateral  in  salable  form  or  selling  or  disposing  of  same.

Section  9.2     Right To Take Possession of Collateral.  Upon the occurrence of
                 --------------------------------------
an Event of Default, Lender also shall have the right, without notice or demand,
either  in  person,  by  agent  or by a receiver to be appointed by a court, and
without  regard  to the adequacy of any security for the Secured Obligations, to
take possession of the Collateral or any part thereof and to collect and receive
the  rents,  issues, profits, income and proceeds thereof.  Taking possession of
the Collateral shall not cure or waive any Event of Default or notice thereof or
invalidate  any  act  done  pursuant  to  such notice.  The rights, remedies and
powers  of  any receiver appointed by a court shall be as ordered by said court.

     Section 9.3     Sale or Disposal of Collateral.  Any public or private sale
                     ------------------------------
or  other  disposition of the Collateral may be held at any office of Lender, or
at  Borrower's places of business, or at any other place permitted by applicable
law,  and  without  the  necessity  of the Collateral's being within the view of
prospective  purchasers.  Lender  may direct the order and manner of sale of the
Collateral,  or  portions thereof, as it in its sole and absolute discretion may
determine,  and  Borrower  expressly  waives  any  right to direct the order and
manner  of  sale of any Collateral.  Lender or any Person on Lender's behalf may


                                        8
<PAGE>
bid  and  purchase at any such sale or other disposition.  The net cash proceeds
resulting  from the collection, liquidation, sale, lease or other disposition of
the  Collateral  shall  be applied, first, to the expenses (including reasonable
attorneys' fees and disbursements) of retaking, holding, storing, processing and
preparing  for  sale or lease, selling, leasing, collecting, liquidating and the
like,  and  then to the satisfaction of the Secured Obligations in such order as
shall be determined by Lender in its sole and absolute discretion.  Borrower and
any  other  Person  then  obligated  therefor  shall pay to Lender on demand any
deficiency  with  regard  thereto which may remain after such sale, disposition,
collection  or  liquidation  of  the  Collateral.

Section 9.4     Notice To Borrower of Sale.  Unless the Collateral is perishable
                --------------------------
or  threatens to decline speedily in value or is of a type customarily sold on a
recognized  market, Lender will send or otherwise make available to Borrower, as
agent  for  Borrower, reasonable notice of the time and place of any public sale
thereof or of the time on or after which any private sale thereof is to be made.
The  requirement  of sending reasonable notice conclusively shall be met if such
notice  is mailed, first class mail, postage prepaid, to Borrower at its address
set forth herein or otherwise sent to Borrower at least five (5) days before the
date  of the sale.  Borrower expressly waives any right to receive notice of any
public  or  private  sale  of  any  Collateral or other security for the Secured
Obligations  except  as  expressly  provided  for  in  this  paragraph.

Section  9.5     Transfer  After  Sale.  Upon  consummation  of  any  sale  of
                 ---------------------
Collateral  hereunder,  Lender  shall  have  the  right  to assign, transfer and
deliver  to  the  purchaser  or purchasers thereof the Collateral so sold.  Each
such  purchaser  at  any  such sale shall hold the Collateral so sold absolutely
free  from any claim or right upon the part of Borrower or any other Person, and
Borrower  hereby  waives (to the extent permitted by applicable laws) all rights
of  redemption,  stay  and  appraisal which it now has or may at any time in the
future  have under any rule of law or statute now existing or hereafter enacted.
If the sale of all or any part of the Collateral is made on credit or for future
delivery, Lender shall not be required to apply any portion of the sale price to
the  Secured  Obligations  until such amount actually is received by Lender, and
any Collateral so sold may be retained by Lender until the sale price is paid in
full  by  the  purchaser  or  purchasers  thereof.  Lender  shall  not incur any
liability  in  case  any  such purchaser or purchasers shall fail to pay for the
Collateral so sold, and, in case of any such failure, the Collateral may be sold
again.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

     Section  10.1     Entire  Agreement.  This Loan Agreement together with the
                       -----------------
Promissory  Note executed concurrently herewith constitutes the entire agreement
between  the  parties  with  respect  to the subject matter covered by this Loan
Agreement,  and  supersedes  all  previous  discussions,  negotiations,  oral or
written,  representations,  statements,  arrangements,  agreements  and
understandings,  if  any, by and between the parties with respect to the subject
matter  covered  by  this  Loan  Agreement other than those herein, and any such
discussions,  negotiations,  oral  or  written,  representations,  statements,
arrangements,  agreements  and understandings are hereby canceled and terminated
in  all  respects.  This  Loan Agreement may not be amended, changed or modified
except by a writing duly executed by the parties hereto or their duly authorized
representatives.  The  parties  have  made  no representations or warranties not
expressly  set  forth  in  this  Loan  Agreement.

Section  10.2     Severability.  In  the  event  any  provision  of  this  Loan
                  ------------
Agreement  or  the  application  thereof  to any circumstance shall be held by a
court  of  competent jurisdiction to be invalid, illegal or unenforceable, or to
be  excessively  broad  as  to  time,  duration, geographical scope, activity or
subject,  it shall be construed to be limited or reduced so as to be enforceable
to  the  maximum  extent allowed by applicable law as it shall then be in force,


                                        9
<PAGE>
and  if  such  construction  shall not be feasible, then such provision shall be
deemed  to  be  deleted  herefrom in any action before that court, and all other
provisions  of  this  Loan  Agreement  shall  remain  in  full force and effect.

Section  10.3     Remedies.  All rights and remedies of the parties are separate
                  --------
and cumulative, and no one of them, whether exercised or not, shall be deemed to
be  to  the  exclusion  of or to limit or prejudice any other legal or equitable
rights  or remedies which the parties may have.  The parties shall not be deemed
to  waive any of their rights or remedies under this Loan Agreement, unless such
waiver  is in writing and signed by the party to be bound.  No delay or omission
on  the  part  of any party in exercising any right or remedy shall operate as a
waiver  of  such  right or remedy or any other right or remedy.  A waiver on any
one occasion shall not be construed as a bar to or waiver of any right or remedy
on  any  future  occasion.

Section  10.4     Other  Agreements.  Nothing  herein shall in any way modify or
                  -----------------
limit the effect of terms or conditions set forth in any other document executed
by  Borrower  or  in connection with the Secured Obligations, but each and every
term  and  condition  hereof  shall  be  in  addition  thereto.  All  provisions
contained in the Promissory Note are fully applicable to this Loan Agreement and
are  incorporated  herein  by this reference as though set forth herein in full.

Section  10.5     Continuing  Effect.  This  Loan Agreement shall remain in full
                  ------------------
force and effect and continue to be effective should any petition be filed by or
against  Borrower  for  liquidation  or  reorganization,  should Borrower become
insolvent  or  make  an  assignment  for  the  benefit  of creditors or should a
receiver  or  trustee be appointed for all or any significant part of Borrower's
assets, and shall continue to be effective or be reinstated, as the case may be,
if  at  any time payment and performance of the Secured Obligations, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise  be  restored  or  returned  by  Lender  or  any  Lender, whether as a
"voidable preference," "fraudulent conveyance," or otherwise, all as though such
payment  or performance had not been made.  In the event that any payment or any
part  thereof  is  rescinded,  reduced,  restored  or  returned,  the  Secured
Obligations  shall be reinstated and deemed reduced only by such amount paid and
not  so  rescinded,  reduced,  restored  or  returned.

Section  10.6     Release  of  Borrower.  This  Loan  Agreement  and all Secured
                  ---------------------
Obligations of Borrower hereunder shall be released when all Secured Obligations
have  been  paid  in  full  in  cash  or otherwise performed in full.  Upon such
release  of  Borrower's  Secured  Obligations hereunder, Lender shall return any
pledged  Collateral to Borrower, and shall endorse, execute, deliver, record and
file all instruments and documents, and do all other acts and things, reasonably
required  for  the  return  of  the  Collateral to Borrower, or to the Person or
Persons  legally  entitled  thereto,  and to evidence or document the release of
Lender's  interests  arising  under  this  Loan  Agreement,  all  as  reasonably
requested  by,  and  at  the  sole  expense  of,  Borrower.

Section  10.7     Assignment.  Borrower's  rights,  duties  and responsibilities
                  ----------
under  this  Loan  Agreement  may  not  be  assigned,  delegated,  or  otherwise
transferred  in  any  manner.

Section 10.8     Notices.  All communications provided for hereunder shall be in
                 -------
writing  and  delivered by hand or sent by first class mail or overnight courier
delivery,  sent  (i)  if  to  Lender,  to:

               Intellect  Capital  Group,  LLC
               11111  Santa  Monica  Blvd.
               Suite  650
               Los  Angeles,  California  90025
               Attention:  Terren  S.  Peizer
               Facsimile:  (310)  479-2959


                                        10
<PAGE>


     with  a  copy  (which  will  not  constitute  notice)  to:

               Manatt,  Phelps  &  Phillips,  LLP
               11355  West  Olympic  Blvd.
               Los  Angeles,  California  90064
               Attention:  Robert  Platt,  Esq.
               Facsimile:  (310)  312-4224

or to such other address as Lender may most recently have designated to Borrower
in  writing;  and  (ii)  if  to  Borrower,  to:



               PhotoLoft.com,  Inc.
               200  Orchard  City  Drive
               Suite  142
               Campbell,  California  95008
               Attention:  Jack  Marshall
               Facsimile:  (408)  364-8778



          with  a  copy  (which  will  not  constitute  notice)  to:

               Silicon  Valley  Law  Group
               152  North  3rd  Street
               Suite  900
               San  Jose,  California  95112
               Attention:  James  C.  Chapman,  Esq.
               Facsimile:  (408)  286-1400



or  to  such  other  address  or  addresses  as  Borrower may most recently have
designated  in  writing  to  Lender.  All such communications shall be deemed to
have  been given or made when so delivered by hand, or three business days after
being  so mailed or the business day following deposit with an overnight courier
service.

     Section  10.9     Counterparts.  This Loan Agreement may be executed in two
                       ------------
or  more  counterparts,  each  of  which  shall be deemed an original and all of
which,  taken  together,  shall  constitute  one  and  the  same  agreement.

Section  10.11     Costs  and  Expenses. Borrower agrees to pay Lender all costs
                   --------------------
and  expenses  including,  without  limitation,  reasonable  attorneys' fees and
disbursements) incurred by Lender in the enforcement or attempted enforcement of
this  Loan Agreement, whether or not an action is filed in connection therewith,
and  in connection with any waiver or amendment of any term or provision hereof.
All  advances, charges, costs and expenses, including reasonable attorneys' fees
and  disbursements,  incurred  or  paid  by  Lender  in  exercising  any  right,
privilege,  power or remedy conferred by this Loan Agreement (including, without
limitation,  the  right  to perform any Secured Obligation of Borrower under the
Promissory  Note), or in the enforcement or attempted enforcement thereof, shall
be  secured  hereby and shall become a part of the Secured Obligations and shall
be  paid  to Lender by Borrower, immediately upon demand, together with interest
thereon  at  the  rate  provided  for  under  the  Promissory  Note.

Section  10.12     Statute  of  Limitations  and  Other Laws.  Until the Secured
                   -----------------------------------------
Obligations  shall  have  been paid and performed in full, the power of sale and
all  other  rights,  privileges, powers and remedies granted to Lender hereunder
shall continue to exist and may be exercised by Lender at any time and from time
to  time  irrespective  of the fact that any of the Secured Obligations may have
become  barred  by  any  statute  of  limitations. Borrower expressly waives the


                                        11
<PAGE>
benefit  of  any  and all statutes of limitation, and any and all laws providing
for  exemption  of  property  from execution or for valuation and appraisal upon
foreclosure,  to  the  maximum  extent  permitted  by  applicable  law.

     Section  10.13     GOVERNING  LAW.  THIS  LOAN AGREEMENT SHALL BE CONSTRUED
                        --------------
AND  ENFORCED  IN  ACCORDANCE  WITH  AND  GOVERNED  BY  THE LAWS OF THE STATE OF
CALIFORNIA.
<PAGE>
                                        12




     IN  WITNESS  WHEREOF,  Borrower  and  Lender  have  executed  this Loan and
Security  Agreement  by their respective duly authorized officers as of the date
first  written  above.

BORROWER:                   PHOTOLOFT.COM,  INC.
                            a  Nevada  corporation

                            By:  /S/  Jack Marshall
                                  --------------------------------------------
                            Name:  Jack Marshall
                                  --------------------------------------------
                            Title:  CEO
                                  --------------------------------------------




LENDER:                     INTELLECT  CAPITAL  GROUP,  LLC
                            as  Delaware  limited  liability  company

                            By:  /S/  Terren S. Peizer
                                  --------------------------------------------
                            Name:  Terren S. Peizer
                                  --------------------------------------------
                            Title:  Chairman & CEO
                                  --------------------------------------------


                                             13
<PAGE>