May 22, 2000

Jack  Marshall
Chief  Executive  Officer
PhotoLoft.com
Suite  142
300  Orchard  City  Drive
Campbell,  California  95008

Dear  Jack:

          This  letter  supplements that certain Stock Purchase Agreement, dated
as  of  April  18, 2000 and executed as of the date hereof ("Agreement"), by and
among  Intellect  Capital  Group, LLC, a Delaware limited liability company (the
"Purchaser"),  and  PhotoLoft.Com,  Inc.,  a Nevada corporation (the "Company").
Capitalized  terms  used  but  not  otherwise defined herein shall have the same
meaning  as  set  forth  in  the  Agreement.

          In accordance with Article 2 of the Agreement, Purchaser shall receive
shares  of  the Company's Series B Preferred Stock, which, no later than 30 days
from  the  date  upon which such Purchased Stock shall be issued (the "Purchased
Stock  Issuance  Date"), shall be convertible into that number of fully paid and
nonassessable  shares of the Company's Common Stock equal to fifty percent (50%)
of  the  Company's  Common  Stock then outstanding following the conversion (the
"Conversion  Date").

          Pursuant  to  Section  3.2  of  the  Agreement, Company represents and
warrants  to  Purchaser  as  follows:

          The Company has sufficient number of shares of Common Stock authorized
          in order to reserve a number of shares to permit the conversion of the
          Purchased Shares.

          As  of  the date hereof, Company has 50,000,000 shares of Common Stock
authorized,  with  12,914,377 shares of Common Stock issued and outstanding (the
"Outstanding  Shares"); an additional 7,640,739 shares of Common Stock obligated
for  issuance  pursuant to (i) agreements for the conversion of other securities
into  shares  of  Common Stock, (ii) agreements for the exercise of warrants and
options  in  exchange  for shares of Common Stock and (iii) other commitments of
the  Company  to  issue  or  sell  shares  of  Common  Stock  and/or  securities
convertible  into  shares  of  Common  Stock  (the  "Obligated  Shares");  and
contemplates  issuing  at least 4,800,000 shares in conjunction with the current
private  placement  of  common stock ("Placement Shares").  Thus, as of the date
hereof  and  in  accordance  with  the  terms of the Agreement, the Purchaser is
entitled  to  receive  at  least 25,355,116 shares of the Company's Common Stock
upon  conversion  of  the  Purchased  Stock  into  shares  of  Common Stock (the
"Conversion  Shares").


<PAGE>
          If  the  Company were to immediately convert its Purchases Shares into
Conversion  Shares,  the Company would not have a sufficient number of shares of
Common  Stock  authorized  in  order to reserve a number of shares to permit the
conversion  of  the Purchased Shares into the Conversion Shares, as indicated by
the  following  table:

          OUTSTANDING SHARES                                  12,914,377
          OBLIGATED SHARES                                     7,640,739
          PLACEMENT SHARES                                     4,800,000
          CONVERSION SHARES                                   25,355,116
                                                              ----------
            TOTAL SHARES SUBJECT TO ISSUANCE                  50,710,232
          SHARES AUTHORIZED                                   50,000,000
                                                              ----------
            SHARES IN EXCESS OF AUTHORIZATION                    710,232

          In order for there to be a sufficient number of shares of Common Stock
authorized  to reserve a number of shares for the Conversion Shares, the Company
must  increase the number of authorized shares of its Common Stock.  In order to
increase  the  number of authorized shares of its Common Stock, the Company must
amend  its  Articles  of  Incorporation,  which  requires  the  approval  of the
Company's  shareholders  in  accordance  with  Nevada  law.

          In  consideration  of the mutual covenants and agreements set forth in
the  Agreement,  and  for other good and valuable consideration, the receipt and
sufficiency  of  which  are hereby acknowledged, by signing this letter ("Letter
Agreement"),  the  Company  hereby  agrees  as  follows:

          1.     As  an  inducement  to  the  Purchaser  for  entering  into the
Agreement and contemporaneously with the execution thereof by the Purchaser, and
contemporaneously  with  the  execution of this Letter Agreement by the Company,
the  Company  shall  cause  each  of  its  directors and officers and all of its
shareholders  who  have  beneficial  ownership  of at least 10% of the Company's
currently  outstanding  Common  Stock to enter into a Shareholder Agreement with
Purchaser  in  the  form attached hereto as Exhibit A ("Shareholder Agreement").
                                            ---------

          2.     No  later than five (5) business days after the Purchased Stock
Issuance  Date,  the  Company  shall  file  with  the  Securities  and  Exchange
Commission  a  form of proxy seeking shareholder approval of an amendment to the
Company's  Articles of Incorporation that will increase the authorized number of
shares  of  our Common Stock from 50,000,000 to 200,000,000 shares (the "Proxy).
The Company may include other matters for shareholder consideration and approval
in  the  Proxy as it deems necessary or advisable, including but not limited to,
seeking  shareholder  approval  for  changing  the  Company's  name  from
"PhotoLoft.com"  to  "PhotoLoft,  Inc."


<PAGE>
          3.     In  the  event  that the Company does not file the Proxy within
five  (5) business days after the Purchased Stock Issuance Date, Purchaser shall
be  entitled  to  receive  from  Company,  and Company shall pay to Purchaser, a
penalty  of  $1,000  for  each  day  during  which  the  Proxy  remains unfiled.

               4.     In  the  event  that  the  Company is unable to obtain the
necessary  shareholder  approval  of  the amendment to the Company's Articles of
Incorporation  that  will increase the authorized number of shares of our common
stock  from 50,000,000 to 200,000,000 shares prior to the Conversion Date and to
the extent that the Company has insufficient shares of Common Stock available to
issue  the  Conversion  Shares,  then  for  each Conversion Share that cannot be
issued on the Conversion Date as a result of such deficit, the Company shall pay
to  Purchaser  an  amount  equal to the market value of a share of the Company's
Common  Stock  on  the  Conversion  Date.

          If  the  foregoing is in accordance with your understanding, please so
indicate by signing this letter in the space indicated below and return it to us
no  later  than  May  __,  2000.

                              Very  truly  yours,

                              INTELLECT  CAPITAL  GROUP,  LLC


                              By:  /S/  Terren  S.  Peizer
                                   -------------------------
                                   Terren  S.  Peizer
                                   Chief  Executive  Officer


ACCEPTED  AND  AGREED
  AS  OF  MAY  22,  2000

PHOTOLOFT.COM



By:  /S/  Jack Marshall
     -------------------------
     Jack  Marshall
     Chief  Executive  Officer


<PAGE>
                                                                       EXHIBIT A

                              SHAREHOLDER AGREEMENT

     This  Shareholder Agreement (the "Agreement"), dated as of May 22, 2000, is
by  and  between  ___________________________________,  a  shareholder  (the
"Shareholder")  of  PhotoLoft.com,  a  Nevada  corporation  (the "Company"), and
Intellect Capital Group, LLC, a Delaware limited liability company ("ICG").  All
terms  used  herein  and  not  defined  herein  shall have the meanings assigned
thereto  in  the Purchase Agreement or the Letter Agreement, as applicable (each
as  defined  below).

     WHEREAS,  ICG  and  the  Company have agreed to enter into a Stock Purchase
Agreement,  dated  as  of April 18, 2000 and executed as of the date hereof (the
"Purchase  Agreement")  whereby  the  Company  shall issue to ICG  shares of the
Company's  Series  B  Preferred Stock convertible into a number of shares of the
Company's  Common  Stock  (the  "Conversion");

     WHEREAS, the Purchase Agreement is supplemented by a Letter Agreement dated
the date hereof ("Letter Agreement") which sets forth certain obligations of the
Company  to  ICG  relating to the Conversion, including the requirement that the
Company  amend  its  Articles  of  Incorporation  to  increase the number of its
authorized  shares of Common Stock from 50,000,000 to 200,000,000 ("Amendment");

     WHEREAS,  the Amendment requires the approval of at least a majority of the
outstanding  shares  of  the  Company's  Common  Stock;

     WHEREAS,  the Shareholder owns the number of shares of Company Common Stock
set  forth  beneath  the  Shareholder's  signature  (the  "Shares");  and

     WHEREAS,  in  consideration  of the substantial risks and expenses incurred
and  to  be  incurred  by  ICG in connection with the Purchase Agreement and the
Letter  Agreement,  the  Shareholder, solely in such Shareholder's capacity as a
shareholder  of  the  Company and not in any other capacity, has agreed to enter
into  and  perform  this  Agreement.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the  receipt,
sufficiency  and  adequacy  of which are hereby acknowledged, the parties hereto
agree  as  follows:

          1.     Agreement  to  Vote Shares.  Shareholder shall vote or cause to
                 --------------------------
be  voted, or execute a written consent with respect to, the Shares then held of
record  or  beneficially  owned,  directly or indirectly, by such Shareholder in
favor of the Amendment either at a meeting of the shareholders of the Company at
which  such  Amendment  is  considered  and  at  every adjournment thereof or in
connection  with  every  proposal to take action by written consent with respect
thereto.

          2.     No  Voting  Trusts.  Shareholder  agrees  that Shareholder will
                 ------------------
not,  nor  will  Shareholder  permit  any entity under Shareholder's control to,
deposit  any  Shares  in  a voting trust or subject the Shares to any agreement,
arrangement  or  understanding  with  respect  to  the  voting  of  the  Shares
inconsistent  with  this  Agreement,


<PAGE>
          3.     Representations  and  Warranties  of  Shareholder.  Shareholder
                 -------------------------------------------------
represents  and  warrants  to  and  agrees  with  ICG  as  follows:

     a.           Capacity. Shareholder has all requisite capacity and authority
                  --------
to enter  into  and  perform  his  or  her  obligations  under  this Agreement.

     b.           Binding Agreement.  This  Agreement  constitutes the valid and
                  -----------------
legally  binding  obligation  of Shareholder, subject to bankruptcy, insolvency,
fraudulent  transfer,  reorganization,  moratorium  and  similar laws of general
applicability  relating  to or affecting creditors' rights and to general equity
principles.

     c.           Non-Contravention.   The  execution  and  delivery  of  this
                  -----------------
Agreement  by Shareholder does not, and the performance by Shareholder of his or
her  obligations  hereunder  and  the  consummation  by  Shareholder  of  the
transactions  contemplated  hereby  will  not,  violate  or  conflict  with,  or
constitute  a  default  under,  any  agreement,  instrument,  contract  or other
obligation  or  any  order,  arbitration  award,  judgment  or  decree  to which
Shareholder is a party or by which Shareholder is bound, or any statute, rule or
regulation  to which Shareholder is subject or, in the event that Shareholder is
a  corporation,  partnership, trust or other entity, any charter, bylaw or other
organizational  document  of  the  Shareholder.

     d.           Ownership of Shares.  Shareholder has good title to all of the
                  -------------------
Shares  as  of  the date hereof, and, except as set forth on Annex A hereto, the
Shares  are so owned free and clear of any liens, security interests, charges or
other  encumbrances.

          4.     Specific  Performance  and  Remedies.  Shareholder acknowledges
                 ------------------------------------
that  it will be impossible to measure in money the damage to ICG if Shareholder
fails  to comply with the obligations imposed by this Agreement and that, in the
event  of  any  such  failure, ICG will not have an adequate remedy at law or in
damages.  Accordingly,  Shareholder  agrees  that  injunctive  relief  or  other
equitable  remedy,  in  addition  to  remedies  at  law  or  in  damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief  on the basis that ICG has an adequate remedy at law.  Shareholder agrees
that  it will not seek, and agrees to waive any requirement for, the securing or
posting  of  a bond in connection with ICG's seeking or obtaining such equitable
relief.  In  addition,  after  discussing the matter with Shareholder, ICG shall
have  the right to inform any third party that ICG reasonably believes to be, or
to  be  contemplating,  participating  with  Shareholder  or  receiving  from
Shareholder  assistance  in  violation  of  this Agreement, of the terms of this
Agreement and of the rights of ICG hereunder, and that participation by any such
persons  with  Shareholder in activities in violation of Shareholder's agreement
with ICG set forth in this Agreement may give rise to claims by ICG against such
third  party.

          5.     Term  of  Agreement;  Termination.
                 ---------------------------------

     a.           The term of this Agreement shall commence  on the date hereof.

     b.           This  Agreement  shall terminate upon the date, if any, of the
termination of the Purchase Agreement prior to the Conversion Date in accordance
with  its  terms.  Upon  such  termination,  no  party  shall  have  any farther


<PAGE>
obligations  or  liabilities hereunder; provided however, such termination shall
                                        ----------------
not  relieve  any party from liability for any breach of this Agreement prior to
such  termination.

          6.     Entire  Agreement.  This  Agreement  supersedes  all  prior
agreements,  written  or  oral,  among  the  parties  hereto with respect to the
subject  matter  hereof and contains the entire agreement among the parties with
respect  to  the  subject  matter  hereof.  This  Agreement  may not be amended,
supplemented  or  modified,  and no provisions hereof may be modified or waived,
except  by  an  instrument in writing signed by each party hereto.  No waiver of
any  provisions  hereof  by  either  party shall be deemed a waiver of any other
provisions  hereof  by  any  such  party,  nor shall any such waiver be deemed a
continuing  waiver  of  any  provision  hereof  by  such  party.

          7.     Notices.  All  notices,  requests,  claims,  demands  or  other
communications  hereunder  shall  be  in  writing and shall be deemed given when
delivered  personally,  upon  receipt  of a transmission confirmation if sent by
telecopy  or  like  transmission  and  on  the  next business day when sent by a
reputable  overnight  courier  service to the parties at the following addresses
(or  at  such  other  address for a party as shall be specified by like notice):

     If  to  ICG:
     -----------


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

          With  a  copy  to:
          -----------------

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

     If  to  the  Shareholder:
     ------------------------

                     _______________________________
                     _______________________________
                     _______________________________
                     Attention:  ______________________
                     Facsimile:  ______________________

          8.     Miscellaneous.
                 -------------

     a.           Severability.  If  any  provision  of  this  Agreement  or the
                  ------------
application  of  such  provision  to  any  person or circumstances shall be held
invalid or unenforceable by a court of competent jurisdiction, such provision or
application  shall  be  unenforceable  only  to the extent of such invalidity or
unenforceability,  and  the  remainder  of  the  provision  held  invalid  or


<PAGE>
unenforceable and the application of such provision to persons or circumstances,
other  than  the party as to which it is held invalid, and the remainder of this
Agreement,  shall  not  be  affected.

     b.           Capacity.  The  covenants  contained  herein  shall  apply  to
                  --------
Shareholder solely  in  his or her capacity as a shareholder of the Company, and
no covenant  contained  herein shall apply to Shareholder in his or her capacity
as a director or  officer,  if  applicable,  of  the  Company.

     c.           Counterparts.  This  Agreement  may be executed in one or more
                  ------------
counterparts,  each  of which shall be deemed to be an original but all of which
together  shall  constitute  one  and  the  same  instrument.

     d.           Headings.  All  Section headings herein are for convenience of
                  --------
reference  only  and  are  not  part  of  this Agreement, and no construction or
reference shall be  derived  therefrom.

     e.           Choice of Law.  This Agreement shall be deemed a contract made
                  -------------
under,  and  for all purposes shall be construed in accordance with, the laws of
the State of California, without reference to its conflicts of law  principles.

          9.     Attorney's  Fees.  The  prevailing  party  or  parties  in  any
                 ----------------
litigation,  arbitration,  mediation, bankruptcy, insolvency or other proceeding
("Proceeding")  relating  to the enforcement or interpretation of this Agreement
may recover from the unsuccessful party or parties all fees and disbursements of
counsel  (including  expert  witness  and  other  consultants'  fees  and costs)
relating  to or arising out of (a) the Proceeding (whether or not the Proceeding
proceeds  to  judgment),  and  (b)  any  post-judgment  or post-award proceeding
including,  without  limitation, one to enforce or collect any judgment or award
resulting  from  the  Proceeding.  All such judgments and awards shall contain a
specific  provision  for  the  recovery of all such subsequently incurred costs,
expenses,  and  fees  and  disbursements  of  counsel.


<PAGE>
     IN WITNESS WHEREOF, the parties hereto  have  executed  and  delivered this
Agreement  as  of  the  date  first  written  above.

                                                 INTELLECT  CAPITAL  GROUP,  LLC


                                                 By:
                                                    ----------------------------
                                                    Terren  S.  Peizer
                                                    Chief  Executive  Officer


                                                 SHAREHOLDER:


                                                 -------------------------------
                                                 (Print  or  type  name)


                                                 -------------------------------
                                                 (Signature)


                                                 -------------------------------
                                                 Shares


<PAGE>