LOCK-UP AGREEMENT


          This  LOCK-UP  AGREEMENT  dated  May  22, 2000 ("Agreement") is by and
between  PhotoLoft.com,  Inc.,  a  Nevada  corporation  (the  "Company"),  and
_____________________,  a  shareholder  of  the  Company  ("Shareholder").

                                   WITNESSETH:

          WHEREAS,  the  Company  is  engaged  in  certain  negotiations  and
transactions  whereby it is seeking to raise significant capital for the Company
("Capitalization  Transactions");

          WHEREAS,  the  Shareholder  is  an  integral  part  of  the  Company's
management  and  is  valued  by  the  Company  as  a  shareholder;

          WHEREAS,  the Company desires ensure that the Shareholder retains [HIS
/ HER] shares of the Company's common stock ("Common Stock") for a six-(6) month
period  while  the  Company  seeks  to finalize the Capitalization Transactions;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  in this Agreement, and for the additional consideration set forth herein,
and  for  other  good and valuable consideration, the receipt of which is hereby
acknowledged,  the  parties  hereto  agree  as  follows:

     1.     Obligations  of  the  Company.  Immediately  upon  execution of this
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Agreement,  the  Company  shall  pay  to  the Shareholder One Hundred and No/100
dollars  ($100), in U.S. currency, the receipt of which shall be acknowledged by
Shareholder  by  execution  of  the  Receipt  attached  hereto  as  Exhibit  A.
                                                                    ----------

     2.     Lock-Up.     Unless  the  Company,  through the unanimous consent of
            -------
its  Board  of  Directors,  provides  the  Shareholder with its written consent,
Shareholder  hereby  agrees, for a period of six (6) months from May 22, 2000 to
November  22, 2000 (the "Lock-Up Period"), not to, directly or indirectly, do or
cause  to  be  done  any  of  the  following:

          (a)     offer  to  sell, contract to sell, or otherwise, sell, dispose
of,  loan,  pledge  or  grant  any  rights  or  options  with respect to (each a
"Disposition")  any shares of Common Stock or any securities convertible into or
exercisable  or  exchangeable  for  shares  of  Common  Stock  (collectively,
"Securities"), whether now owned or hereafter acquired by the Shareholder during
the  Lock-Up  Period, or with respect to which the Shareholders has or hereafter
during  the  Lock-Up  Period  acquires  the  power  of  disposition;

          (b)     take  any  action  designed  to  or  that  might reasonably be
expected to cause or result in the stabilization or manipulation of the price of
any  security  of  the  Company  to  facilitate the sale or resale of the Common
Stock;  or

          (c)     transfer,  in  any  manner,  all  or a portion of the economic
consequences  associated  with  the  ownership  of  Securities.


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The  foregoing  restrictions  are  expressly agreed to preclude Shareholder from
engaging in any hedging or other transactions that are designed to or reasonably
expected  to lead to or result in a Disposition of Securities during the Lock-Up
Period  even  if  such Securities would be disposed of by someone other than the
Shareholder.  Such  prohibited  hedging  or  other  transactions  would include,
without  limitation, any short sale (whether or not against the box) or any sale
or  grant  of  any right (including, without limitation, any put or call option)
with  respect to any Securities.  Furthermore, the Shareholder hereby agrees and
consents  to the entry of stop transfer instructions with the Company's transfer
agent  against  the transfer or the Securities held by the undersigned except in
compliance  with  this  Agreement.

          3.     Change  of  Control.  If  the  Company  experiences a change of
                 -------------------
control,  which,  for the purposes of this Agreement is defined as a sale of all
or  substantially  all  of  the  Company's  assets to another Person (as defined
below)  or  a merger or similar transaction which is effected in such a way that
the Company is not the surviving entity or shares of Common Stock of the Company
are  to  be  cancelled  in  exchange  for value (for purposes of this Agreement,
"Person" shall mean an individual, a limited liability company, a partnership, a
joint  venture,  a  corporation,  a  trust, an unincorporated organization and a
government  or any department or agency thereof), then the Shareholder may sell,
transfer  or  otherwise  hypothecate  [HIS  /  HER] Common Stock upon receipt of
written  consent  from  the  Company,  which  consent  shall not be unreasonably
withheld.

          4.     Representations  and  Warranties.  The  Shareholder  hereby
                 --------------------------------
represents  and  warrants  that [HE / SHE] has full power and authority to enter
into  this  Agreement, and that, upon request, the Shareholder will executed any
additional  documents  necessary or desirable in connection with the enforcement
hereof.

     5.     Survival.  All  authority herein conferred or agreed to be conferred
            --------
shall  survive the death or incapacity of the Shareholder and any obligations of
the  Shareholders  shall  be  binding  upon  the heir, personal representatives,
successors  and  assigns  of  the  Shareholder.

     6.     Governing  Law.  THE  LAW OF THE STATE OF CALIFORNIA (WITHOUT REGARD
            --------------
TO  ITS  CONFLICTS  OF  LAWS  PROVISIONS)  SHALL GOVERN ALL ISSUES AND QUESTIONS
CONCERNING  THIS  AGREEMENT.

          7.     Entire  Agreement.  This  Agreement  contains  the  entire
                 -----------------
understanding of the parties hereto with respect to the subject matter contained
herein  and  therein.  This  Agreement  supersedes  all  prior  agreements  and
understandings  between  the  parties  with  respect  to  such  subject  matter.

     8.     Amendments.  This  Agreement  may not be changed orally, but only by
            ----------
an  agreement  in  writing  signed  by  the  Shareholder  and  the  Company.

     9.     Severability.  In case any provision in this Agreement shall be held
            ------------
invalid,  illegal or unenforceable, the validity, legality and enforceability of
the  remaining  provisions  hereof  will  not in any way be affected or impaired
thereby.

     10.     Third-Party  Beneficiaries.  Each  party  hereto  intends that this
             --------------------------
Agreement  shall  not  benefit  or  create any right or cause of action in or on
behalf  of  any  Person  other  than  the  parties  hereto.

          11.     Attorneys'  Fees.  If  any  action  or  proceeding  shall  be
                  ----------------
commenced to enforce this Agreement or any right arising in connection with this
Agreement,  the  prevailing party in such action or proceeding shall be entitled
to recover from the other party or parties the reasonable attorneys' fees, costs
and expenses incurred by such prevailing party in connection with such action or
proceeding.

          12.     Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts,  and each counterpart shall constitute an original instrument, but
all  of  which  taken  together  shall  constitute  only  and  one  and the same
instrument.



     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be  executed  on  its  own  behalf  or  by its respective officer thereunto duly
authorized,  all  as  of  the  day  and  year  first  above  written.

                       COMPANY:


                       PhotoLoft.Com,  Inc.


                       By:
                           -----------------------------------
                       Name:
                       Title:


                       STOCKHOLDER:


                       By:
                          ------------------------------------
                       Name:


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                                     RECEIPT

          The  undersigned, being a shareholder of PhotoLoft.com, Inc., a Nevada
corporation  ("Company")  does hereby acknowledge the receipt of One Hundred and
No/100  dollars ($100) from the Company as payment in full pursuant to Section 1
of  the  Lock-Up Agreement between the undersigned and the Company dated May __,
2000  ("Agreement").  The  undersigned  further  acknowledges that Company shall
have  no further obligation or liability to the undersigned under or pursuant to
the  Agreement.

          IN  WITNESS WHEREOF, the undersigned hereby sets [HIS / HER] hand this
___  day  of  May,  2000.



WITNESS:                                        NAME:
         ------------------------                      -----------------------


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