STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE  AGREEMENT,  dated  as  of  April  18,  2000  (this
"Agreement"),  by  and  among  Intellect  Capital Group, LLC, a Delaware limited
liability  company  (the  "Purchaser"),  and  PhotoLoft.Com,  Inc.,  a  Nevada
corporation  (the  "Company").

                                   WITNESSETH:
                                   ----------

     WHEREAS,  the  Company desires to issue and sell, and the Purchaser desires
to  purchase,  900  shares  of Series B Preferred Stock (the "Purchased Stock"),
with  such  Purchased  Stock having the various rights set forth in that certain
Certificate  of Designations, Preferences and Rights of Series B Preferred Stock
in  the  form  attached  hereto as Exhibit A (the "Certificate of Designations")
convertible into shares of Common Stock of the Company (the "Common Stock") upon
the  terms  and  subject  to  the  conditions  set  forth  in  this  Agreement;

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

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     1.1     Definitions.  The  capitalized  terms  used  in  this  Agreement
             -----------
(including the foregoing preamble and recitals) and not otherwise defined herein
shall  have  the meaning specified in Appendix 1 attached hereto and made a part
hereof.

                                   ARTICLE II
                         PURCHASE OF INTERESTS; CLOSING
                         ------------------------------

     2.1     Purchase  of  Purchased Stock.  Subject to the terms and conditions
             -----------------------------
set  forth  in  this  Agreement  and  the  Designation,  the Purchaser agrees to
purchase  from  the Company on the Closing Date, and the Company agrees to sell,
assign,  transfer  and  deliver  to  the Purchaser on the Closing Date, free and
clear  of  all  Encumbrances  (other  than  those  arising out of actions of the
Purchaser),  the  Purchased  Stock.

2.2     Terms  of  Purchased  Stock.  The  Parties agree that the Certificate of
        ---------------------------
Designations  shall  set  forth  the  terms  of  and conditions of the Purchased
Shares,  including  but  not  limited  to the conversion of the Purchased Stock,
which shall be convertible into 50% of the Company's then-outstanding securities
following  the  conversion,  on a fully-diluted basis (i.e., taking into account
all  issued and outstanding Common Stock, the conversion of all other securities
convertible  into  shares  of  Common  Stock,  the  exercise of all warrants and
options  exercisable  for  shares  of  Common  Stock  and any commitments of the
Company  to issue or sell any Common Stock or securities convertible into shares
of  Common  Stock  and  the exercise of such committed securities) in accordance


<PAGE>
with  Section  2(b)  of  the  Certificate  of Designations and the immediate and
automatic conversion of such Purchased Shares in the event of the sale of all or
substantially  all of the assets of the Company or a merger in which the Company
is  not  the  surviving entity or in which shares of Common Stock of the Company
are  to  be  cancelled  in  exchange  for  value,  or  upon  the election of the
Purchaser.

2.3     Purchase  Price.  In  consideration  for  the sale by the Company of the
        ---------------
Purchased Shares, the Purchaser shall deliver at the Closing to the Company Nine
Thousand  Dollars  ($9,000)  (the  "Purchase  Price").

2.4     Closing.  The  purchase and sale to the Purchaser referred to in Section
        -------
2.1  (the "Closing") shall take place no later than 10:00 A.M. at the offices of
Manatt,  Phelps  &  Phillips,  LLP, 11355 West Olympic Boulevard, Los Angeles CA
90064,  on May 10, 2000, or at such place as the parties may mutually agree (the
"Closing  Date").  At  the Closing, the Company shall assign and transfer to the
Purchaser  good  and  valid title, and all other rights and interests, in and to
the  Purchased  Shares.

2.5     Payment  Method.  The  Purchase  Price payable to the Company at Closing
        ---------------
shall  be  paid by wire transfer of immediately available funds or cash pursuant
to  instructions  delivered  by  the  Company  to the Purchaser on or before the
Closing  Date.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

     The  Company  represents  and  warrants  to  the  Purchaser  as  follows:

     3.1     Organization  and Good Standing.  The Company is a corporation duly
             -------------------------------
organized,  validly existing and in good standing under the laws of the State of
Nevada  and  has the requisite power to own and operate its properties and carry
on  its  business  as  it  does  currently.   The  Company has delivered or made
available  to  the  Purchaser  a  true  and  correct  copy of its Certificate of
Incorporation  and its Bylaws (collectively, the "Company Formation Documents").

3.2     Capitalization.  As  of  March  31,  2000,  the  Company has  50,000,000
        --------------                                                ----------
shares  of  Common  Stock authorized, of which 12,914,375 shares were issued and
                                               ----------
outstanding  and  50,000,000  shares  of  preferred  stock, $.001 par value (the
                  ----------
"Preferred Stock") authorized, of which 106 shares had been designated as Series
A  Convertible Preferred Stock, of which 106 shares were issued and outstanding.
A  true  and  compete  list  of all of the numbers of any and all commitments to
issue  Common  Stock or securities convertible into Common Stock is set forth on
Schedule  3.2(a).  All  of  the issued and outstanding shares of Common Stock of
 ---------------
the  Company  are  validly  issued,  fully  paid  and nonassessable, and free of
preemptive  rights.  All  of  the  issued  and  outstanding shares of all of the
series  of Preferred Stock are validly issued, fully paid and nonassessable, and
free  of  preemptive rights.  The Purchased Stock shall be convertible into such
number  of  shares  of  Common  Stock  reflecting  50%  of  all of the Company's
then-outstanding, on a fully-diluted basis (i.e., taking into account all issued
and outstanding Common Stock, the conversion of all other securities convertible
into  shares  of  Common  Stock,  the  exercise  of  all  warrants  and  options
exercisable  for  shares  of  Common Stock and any commitments of the Company to
issue  or  sell any Common Stock or securities convertible into shares of Common
Stock  and  the  exercise  of such committed securities) as set forth in Section
2(b)  of  the Certificate of Designations and is free and clear of all Liens and
adverse  claims  except  as provided in Schedule 3.2.  There are not now, and on
                                        ------------
the  Closing Date there will not be, any shares of Common Stock (or interests or
securities  substantially  equivalent  to Common Stock) issued or outstanding or
any  subscriptions,  options,  warrants,  calls,


                                         2
<PAGE>
rights,  convertible  securities  or  other  agreements  or  commitments  of any
character  obligating  the  Company to issue, transfer or sell any of its Common
Stock  or  securities (except as set forth on Schedule 3.2(a)).  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.

3.3     Authority and Authorization of Agreement.  The Company has all necessary
        ----------------------------------------
power  and authority to execute and deliver this Agreement and the other Closing
Documents to which it is a party, to consummate the transactions contemplated by
this  Agreement,  to  perform all the terms and conditions of this Agreement and
the  Closing  Documents  to be performed by it and to issue additional series of
preferred  stock  that  do  not  have  rights  in  excess  of existing series of
preferred  stock  without  shareholder  approval.  The  execution,  delivery and
performance  by  the  Company  of  this  Agreement  and  the  other  documents,
certificates,  and  instruments  to  be  executed  and  delivered by the Company
hereunder,  and  the  consummation of the transactions contemplated hereby, have
been  duly and validly authorized and approved by all necessary corporate action
on  the  part of the Company and no other proceedings on the part of the Company
are  necessary  to  authorize this Agreement or to consummate such transactions.
This Agreement, and the other documents, certificates, and instruments delivered
by  the  Company  hereunder  to which it is a party, have been duly executed and
delivered  by  the  Company and, assuming the due execution of this Agreement by
the  Purchaser,  constitute  the  legal,  valid,  and binding obligations of the
Company, enforceable against it in accordance with their terms, except as may be
limited  by  general  principles  of  equity  or principles of creditors' rights
generally.

3.4     Consents  and Approvals; No Violations.  Except as set forth on Schedule
        --------------------------------------
3.4(a),  the  execution  and  delivery  by the Company of this Agreement and the
other  Closing  Documents to which it is a party do not, and the consummation by
the  Company  of  the  transactions  contemplated  hereby  and compliance by the
Company  with  the  provisions  hereof will not, conflict with, or result in any
violation  of,  or  default  (with  or without notice or lapse of time, or both)
under,  or  give rise to a right of termination, cancellation or acceleration of
any  obligations or the loss of a benefit under or result in the creation of any
Lien  upon  or  right  of first refusal with respect to any of the properties or
assets  of  the  Company  under,  (i)  any  provision  of  the Company Formation
Documents  or  (ii) any material loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, obligation, instrument, permit, concession,
franchise of license applicable to the Company, other than, in the case of (ii),
any  such violations, defaults, rights, losses or Liens that, individually or in
the  aggregate, would, so far as the Company may reasonably foresee, not prevent
or  result  in  a  delay of the consummation of the transactions contemplated by
this  Agreement.  No  filing  or registration with, or authorization, consent or
approval  of,  any  Governmental Authority is required by or with respect to the
Company  in  connection with the execution and delivery of this Agreement by the
Company  or is necessary for the consummation of the transaction contemplated by
this  Agreement,  except  such  consents,  approvals,  orders,  authorizations,
registrations,  declarations  and filings the failure of which to be obtained or


                                         3
<PAGE>
made  would  not,  individually  or  in the aggregate, so far as the Company may
reasonably  foresee,  prevent  or  result  in a delay of the consummation of the
transactions  contemplated  hereby.

     3.5      Brokers. No agent, broker, person or firm acting on behalf of the
              -------
Company, is, or will be, entitled to any commission or broker's or finder's fees
from  the Company, or from any Person controlling, controlled by or under common
control  with  the  Company,  in  connection  with the purchase of the Purchased
Stock.

     3.6     Litigation. Except as set forth on Schedule 3.6 hereto, there is no
             ----------                         ------------
Action  pending  or,  to  the  knowledge  of  the Company, threatened against or
affecting  the  Company,  any  Shareholders  or their respective Affiliates that
would affect materially the ability of the Company to carry out the transactions
contemplated  by  this  Agreement.

3.7     Financial  Statements;  No  Material  Changes.
        ---------------------------------------------

          (a)  The Audited Financial  Statements of the Company,  dated December
               31,  1999,  are   hereinafter   referred  to  as  the  "Financial
               Statements"  and December 31, 1999 is hereinafter  referred to as
               the "Financial  Statement Date". The Financial Statements are set
               forth on Schedule 3.7(a). The Financial Statements fairly present
               in all material respects the financial position of the Company at
               the date thereof.

          (b)  Since the Financial  Statement  Date,  there has been no material
               adverse change in the business,  operations, assets, liabilities,
               condition  (financial  or  otherwise) or results of operations of
               the Company taken as a whole (a "Material Adverse Change").

          (c)  The Company has no commitments to issue Common Stock or any other
               securities or debt instruments  convertible into shares of Common
               Stock, except for those noted on Schedule 3.2.

     3.8     Books  and  Records.  The minutes of the Company previously made or
             -------------------
to  be  made  available  to  the  Purchaser  and  its  representatives,  contain
materially  accurate  records of all meetings of, and corporate actions taken by
(including  action  taken  by  written  consent), the Board of Directors and the
Shareholders  of  the  Company.

     3.9     Compliance  with  Laws.  The  Company  is  in  compliance  with all
             ----------------------
applicable  laws,  regulations,  orders,  judgments and decrees except where the
failure  to  so  comply  does  not  and would not reasonably be likely to have a
Material  Adverse  Change.

     3.10     Material  Agreements.  Schedule  3.10  sets  forth an accurate and
              --------------------   --------------
complete  list of all Material Agreements.  Company has provided or will provide
prior to the Closing Date Purchaser with complete and correct copies of all such


                                         4
<PAGE>
Material  Agreements.  Except  as  set forth in Schedule 3.10:  (i) the Material
                                                -------------
Agreements have not been modified, amended or assigned and are in full force and
effect; (ii) there are no defaults by Company or any other party to the Material
Agreements  as of the Closing Date; (iii) Company has not received any notice of
any  default,  offset, counterclaim or defense under the Materials Agreements as
of  the  Closing  Date;  (iv)  no condition or event has occurred which with the
passage  of  time  or the giving of notice or both would constitute a default or
breach  by  Company  of  the  terms of the Material Agreements as of the Closing
Date;  and  (v)  there  does  not  now, and at Closing there will not, exist any
security  interest,  lien, encumbrance or claim on any interest of Seller in the
Material  Agreements  as  of  the  Closing  Date.

3.11     Patents,  Trademarks,  etc.  Except  as set forth on Schedule 3.11, the
         ---------------------------                          -------------
Company  has  title and ownership of all patents, patent applications, licenses,
trademarks,  service  marks, trade names, inventions, processes, formulae, trade
secrets,  franchises,  copyrights  and  other  proprietary  rights  relative  to
intellectual  property  necessary  for  the  operation  of  its  business as now
conducted  and  as  proposed to be conducted with no infringement of or conflict
with  the  rights  of  others.  To the best of its knowledge, such ownership and
title  are  exclusive  and  not  subject  to  termination  without the Company's
consent.  Except  as  set  forth  on  Schedule  3.11,  there  are no outstanding
                                      --------------
options,  licenses,  or  agreements  of  any  kind  relating  to  the  foregoing
proprietary  rights,  nor  is  the  Company  bound by or a party to any options,
licenses  or  agreements  of  any  kind with respect to the patents, trademarks,
service  marks,  trade  names, copyrights, trade secrets, licenses, information,
proprietary  rights  or  processes of any other person or entity.  Except as set
forth  on  Schedule 3.11 and to the best of the Company's knowledge, there is no
           -------------
third  party  that  is  infringing  or  violating  any of the Company's patents,
licenses,  trademarks,  service  marks,  trade  names,  inventions,  processes,
formulae,  trade  secrets,  franchises,  copyrights  or other proprietary rights
relative  to  intellectual  property.  Except as set forth on Schedule 3.11, the
                                                              -------------
Company  has  not received any communications from any third party alleging that
the  Company  has  violated  or,  by  conducting its business as proposed, would
violate  any  of the patents, trademarks, service marks, trade names, copyrights
or  trade  secrets or other proprietary rights relative to intellectual property
of  any  other  person  or  entity.

     3.12     Domain Names.  Set forth on Schedule 3.12 hereto is every Internet
              ------------                -------------
domain  name in which the Company is the registrant (the "Domain Names").  There
are  no claims of infringement or misappropriation, pending or, to the knowledge
of  the Company, threatened, relative to the Domain Names, and, to the knowledge
of  the Company, there is no basis for any such claims.  The Company is the sole
and exclusive owner of all right, title and interest in and to the Domain Names.

3.13     Disclosure.  To  the  Company's  knowledge,  there  is  no event, fact,
         ----------
condition  or  occurrence  that  makes any of the representations and warranties
contained  in  Article  III or any certificate, schedule or exhibit prepared and
delivered  by  or on behalf of the Company pursuant to this Agreement untrue or,
if  not  disclosed, would make such representations and warranties misleading in
light  of  the  circumstances  under  which  they  were  furnished.


                                         5
<PAGE>
                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
                 -----------------------------------------------

     The  Purchaser  hereby  represents  and warrants to the Company as follows:

     4.1     Existence and Good Standing; Power and Authority.  The Purchaser is
             ------------------------------------------------
a  limited  liability  company  duly  created  and  validly existing and in good
standing  under  the  laws  of  the  State  of  Delaware.  The Purchaser has the
requisite  company  power  and authority to enter into, execute and deliver this
Agreement  and  perform its obligations hereunder.  This Agreement has been duly
authorized  and approved by the Purchaser and no other action on the part of the
Purchaser  is  necessary to authorize the execution, delivery and performance of
this  Agreement.  This  Agreement  has  been  duly executed and delivered by the
Purchaser  and, assuming the due execution of this Agreement by the Company is a
valid  and  binding  obligation  of  the  Purchaser  enforceable  against  it in
accordance  with  its terms, except to the extent that its enforceability may be
subject  to applicable bankruptcy, insolvency, organization, moratorium or other
similar  laws  affecting  the  enforcement of creditors' rights generally and by
general  equitable  principles.

     4.2     Investment  Representations.
             ---------------------------

          (a)  Purchaser is acquiring the  Purchased  Stock for its own account,
               not as nominee or agent,  for  investment and not with a view to,
               or for resale in  connection  with,  any  distribution  or public
               offering  thereof  within the  meaning of the  Securities  Act of
               1933,  as from  time  to time  amended,  or any  similar  Federal
               statute then in effect (the "1933 Act").

          (b)  Purchaser  is an  investor  in  securities  of  companies  in the
               development  stage and acknowledges that it can bear the economic
               risk of its  investment  and has such knowledge and experience in
               financial or business  matters  that it is capable of  evaluating
               the merits and risks of the investment in the Purchased Stock.

          (c)  Purchaser has not been offered the Purchased Stock by any form of
               advertisement,  article,  notice or other communication published
               in any  newspaper,  magazine or similar  media or broadcast  over
               television or radio,  or any seminar or meeting  whose  attendees
               have been invited by such media.

          (d)  Purchaser  was not formed for the  specific  purpose of acquiring
               the Purchased Stock offered hereunder.

          (e)  Purchaser's  principal  address is as set forth in  Section  10.5
               hereof,  and it does not reside in any state of the United States
               other than the state  specified  in its  address in Section  10.5
               hereof, if at all.


                                         6
<PAGE>
     4.3     Consents  and  Approvals. Other than the filings and/or notices set
             ------------------------
forth  in  Schedule 4.3, no notices, reports or other filings are required to be
           ------------
made by Purchaser with, nor are any consents, registrations, approvals, permits,
authorizations  or waivers required to be obtained by Purchaser from, any Person
or Governmental Authority, in connection with the execution and delivery of this
Agreement  by  Purchaser  and  the consummation by Purchaser of the transactions
contemplated  hereby  except  those  that the failure to make or obtain are not,
individually or in the aggregate, reasonably likely to prevent, materially delay
or  materially  impair  the  ability of Purchaser to consummate the transactions
contemplated  by  this  Agreement.

     4.4     Restrictive  Documents.  The  Purchaser  is  not  subject  to  any
             ----------------------
mortgage,  lien,  lease,  agreement,  instrument,  order, law, rule, regulation,
judgment  or  decree,  or  any  other restriction of any kind or character which
would  prevent  consummation  by  it  of  the  transactions contemplated by this
Agreement  and  consummation  of  the  transactions contemplated hereby will not
result  in a violation or breach of or constitute (with or without due notice or
lapse  of  time  or  both)  a default (or give rise to any right of termination,
cancellation,  payment  or  acceleration)  under,  any  mortgage,  lien,  lease,
agreement  or  instrument  to  which  the Purchaser is a party or by which it is
bound  and  which  breach  or  default  would  prevent  the  consummation of the
transactions  contemplated  by  this  Agreement.

4.5     Brokers.  No  agent,  broker,  person  or  firm  acting on behalf of the
        -------
Purchaser,  is,  or  will be, entitled to any commission or broker's or finder's
fees  from the Purchaser, or from any Person controlling, controlled by or under
common  control  with  the  Purchaser,  in  connection  with the purchase of the
Purchased  Stock.

     4.6     No  Litigation.  There  is  no  judgment  or  decree outstanding or
             --------------
litigation  or  other  investigation  pending  or  proceeding pending or, to the
Purchaser's  knowledge,  threatened which would adversely affect the Purchaser's
power,  authority  or  ability to enter into this Agreement and to carry out the
transactions  contemplated  herein.

     4.7     No Insolvency.  No insolvency proceedings of any nature, including,
             -------------
without  limitation,  bankruptcy,  receivership,  reorganization, composition or
arrangement  with  creditors,  voluntary or involuntary, affecting the Purchaser
are  pending or threatened, and the Purchaser has not made an assignment for the
benefit  of  creditors  nor  taken  any  action  with  a view to, or which would
constitute  the  basis  for, the institution of any such insolvency proceedings.

                                    ARTICLE V
                              PRE-CLOSING COVENANTS
                              ---------------------

     5.1     Exclusive  Dealing.  During  the  period  from  the  date  of  this
             ------------------
Agreement to the earlier of (i) the Closing Date or (ii) the termination of this
Agreement  in  accordance with its terms, none of the Company, its Affiliates or
representatives  or any officer or director of the Company shall take any action
to,  directly  or  indirectly,  encourage,  initiate,  solicit  or  engage  in
discussions  or  negotiations  with,  or  provide any information, including the
existence  of  this  Agreement  and  the status of the transactions contemplated
hereby,  to  any  Person,  other  than  the  Purchaser  and  its  Affiliates and
representatives (including their respective attorneys, accountants and financial
advisors), concerning any purchase of any Common Stock or any merger, asset sale
or  similar  transaction  involving  the  Company  unless the disclosure of such


                                         7
<PAGE>
information  is  necessary  in  making  any filings or obtaining any consents or
approvals  required  under  this  Agreement  or  for  the  consummation  of  the
transactions contemplated hereby.  The Company shall immediately cease and cause
to be terminated any negotiations, discussions or activities, and shall promptly
notify  Purchaser  in  the event any of them receives a written inquiry from any
Person  indicating  or  suggesting  an  interest, concerning the purchase of any
capital  stock  of the Company or any merger, asset, sale or similar transaction
involving  the  Company.

5.2     Review  of  the  Company.  The Purchaser may, prior to the Closing Date,
        ------------------------
directly  or  through  its  representatives,  review  the  properties, books and
records  of the Company and its financial and legal condition to the extent they
deem necessary or advisable to familiarize itself with such properties and other
matters;  provided that such review shall occur during regular business hours of
the  Company and shall be conducted in a manner that will not unduly disrupt the
business  and operations of the Company.  The Company shall permit the Purchaser
and  its representatives to have, after the date of execution of this Agreement,
reasonable  access  to the premises occupied by the Company and to all the books
and  records  of the Company and to cause the officers of the Company to furnish
the  Purchaser with such financial and operating data and other information with
respect  to  the  business  and properties of the Company as the Purchaser shall
from  time to time reasonably request.  The Company shall deliver or cause to be
delivered  to the Purchaser such additional instruments, documents, certificates
and  opinions  as  the Purchaser may reasonably request for the purpose of:  (a)
verifying  the  information  set  forth  in  this  Agreement  or on any Schedule
attached hereto and (b) consummating or evidencing the transactions contemplated
by  this  Agreement.

5.3     Reasonable  Efforts.  Each  of  the  Company  and  the  Purchaser  shall
        -------------------
cooperate  and  use their respective commercially reasonable efforts to take, or
cause  to  be  taken, all appropriate actions, and to make, or cause to be made,
all  filings  necessary,  proper  or  advisable  under  applicable  laws  and
regulations,  and  to  deliver  or  cause  to  be  delivered  such  additional
instruments,  documents, certificates and opinions as requested, in each case to
consummate  and  make effective the transactions contemplated by this Agreement,
including,  without limitation, their respective commercially reasonable efforts
to  obtain,  prior  to  the  Closing  Date,  all  licenses,  permits,  consents,
approvals, authorizations, qualifications and orders of Governmental Authorities
and  Persons  party to, or delivering consents, waivers or authorizations under,
the Material Agreements (it being understood and agreed that the Company has the
primary  obligation  to  secure  consents,  waivers  or authorizations under the
Material Agreements and the Purchaser has the obligation to use its commercially
reasonable  efforts  to  assist  the  Company).

                                   ARTICLE VI
                             POST-CLOSING COVENANTS
                             ----------------------

     6.1     Confidentiality.  The  parties  hereto shall hold in confidence the
             ---------------
information  contained  in  this  Agreement, and all information related to this
Agreement,  which  is  not  otherwise known to the public, shall be held by each


                                         8
<PAGE>
party  hereto  as  confidential  and  proprietary  information  and shall not be
disclosed  without the prior written consent of the other parties.  Accordingly,
the  Company  and  the  Purchaser  shall  not discuss with, or provide nonpublic
information  to, and shall cause their Affiliates to not discuss with or provide
nonpublic information to, any third party (except for such party's attorneys and
consultants)  concerning  this  transaction,  except as required in governmental
filings  or  judicial,  administrative or arbitration proceedings or pursuant to
public announcements made with the prior written approval of the Company and the
Purchaser;  provided,  however,  that  the  Purchaser  may  provide  non-public
            --------   -------
information  to  investors  and  employee  candidates.

6.2     Cooperation.  The  parties  hereto agree to cooperate as is necessary to
        -----------
effectuate  the  terms  of  this  Agreement.  The Company agrees to use its best
efforts to provide financial data and other information, including access to all
industry  contacts,  to Purchaser or potential investors.  The Company agrees to
provide  the  Purchaser  any  information  regarding  the Company at Purchaser's
request.  The Company agrees that it shall pay reasonable out-of-pocket expenses
of  Purchaser  associated with its efforts as an active investor in the Company,
provided  that  the  Company shall not be obligated to pay the Purchaser's legal
fees  in  connection with the execution of this Agreement, and provided further,
that  the  Purchaser shall seek approval of the Company prior to any expenditure
exceeding  $5,000.  The  Company  hereby  acknowledges  that  any amounts raised
through  the  efforts  of the Purchaser will be subject to standard introduction
fees  of  seven  percent.

6.3     Active  Investor.  The  Purchaser  will  be an active shareholder in the
        ----------------
Company,  and as such will reasonably assist the Company with some or all of the
following  for  as  long  as  the  Purchaser  owns  the  Purchased  Shares:

          (a)  Identifying  strategic  alternatives  for the Company,  including
               identifying  and   approaching   appropriate   funding   sources,
               arranging  capital  through   intermediaries   and/or  investors,
               initial capitalization of the Company, divestiture or acquisition
               of businesses,  the sale of the Company, including using its best
               efforts  to assist  the  Company  in  obtaining  commitments  for
               financing in the amount of $10 million by June 30, 2000 and using
               its best efforts to obtain  commitments  to obtain the  necessary
               financing  during the first two years  following the execution of
               this Agreement (which the parties hereto  anticipate to total $15
               million,   subject  to  change  as  may  be  required  by  market
               conditions,  the  general  business  climate  and  the  Company's
               needs);

          (b)  Advisory  services,  including  general  business  and  financial
               analysis,   transaction   feasibility  analysis,   and  personnel
               matters,  including  attracting  management  and  directors to be
               employed or retained by the Company;

          (c)  Providing general advice on corporate financial issues, including
               advice  with  respect  to  capital  markets,   merger  and  asset
               acquisition   or   divestiture   activities   and  balance  sheet
               management activities;


                                         9
<PAGE>
          (d)  As requested, assisting in negotiations and related strategy with
               respect to any transactions;

          (e)  Advising  and  assisting  management  of the  Company  in  making
               appropriate presentations to investors and other third parties;

          (f)  Other financial,  advisory and related  business  services as may
               from  time to  time  be  agreed  upon  by the  Purchaser  and the
               Company.

     6.4     Board  Designations.  For  as  long  as  Purchaser  shall  own  any
             -------------------
Preferred  Stock  or  Common  Stock  ("Capital Stock") of the Company, Purchaser
shall have the right to designate for nomination in any election of directors to
the  Board of Directors such number of individuals as constitutes twenty percent
(20%)  of  the  Board  of Directors of the Company, rounded up to the next whole
person  ("Purchaser  Designees").  As of the date hereof, the Purchaser Designee
is  Terren  S.  Peizer.  For as long as Purchaser shall own any Capital Stock of
the  Company, any investors introduced to the Company by Purchaser in connection
with  its  conduct  as an active shareholder who consummate an investment in the
Company  shall  be  granted  the  right,  as a group and in connection with such
investment,  to  designate  for  nomination  in any election of directors to the
Board  of  Directors  such  number  of individuals as constitutes twenty percent
(20%)  of  the Board of Directors of the Company ("Investor Designees").  For as
long  as Purchaser shall own any Capital Stock of the Company, management of the
Company  shall  have  the  right  to designate for nomination in any election of
directors  to  the  Board of Directors such number of individuals as constitutes
twenty  percent  (20%)  of  the  Board  of  Directors  of  the Company ("Company
Designees"),  provided  that  the  identity  of the Purchaser Designees shall be
subject  to  Purchaser's  approval,  not  to  be  unreasonably  withheld  (which
withholding  by Purchaser shall be deemed to be reasonable in the event that the
Company  submits an individual or individuals who have professional, business or
industry expertise that is already possessed or represented by another member of
the  Board  of Directors or believed by Purchaser to be insufficient at the time
of  such  submission).  The Company shall submit the names and qualifications of
the  proposed  Company  Designees  to  Purchaser in writing, and Purchaser shall
approve  or  disapprove  of such Company Designees in writing within 10 business
days.  If  a  Company Designee is not approved, Company management shall have 30
days to provide the name of a new Company Designee.  The Purchaser shall use its
best  efforts  to assist the Company in identifying potential Company Designees.
The  Company  shall  re-submit  names  until  such  time as Purchaser approves a
Company  Designees or Company Designees.  In the event the Board of Directors of
the  Company contains eight, nine or fourteen individuals, the percentage of the
Board  designation evidenced by the Investor Designees and the Company Designees
shall  be  rounded up to the next whole person.  Each of the Purchaser Designees
and  the  Investor Designees shall be appointed to the Board as soon as possible
after  the  Closing  Date.  Terren  S.  Peizer shall be named as Chairman of the
Board  as  soon  as  possible  after  the  Closing  Date.

6.5     Management  Hiring/Operations.
        -----------------------------

          (a)  As soon as possible  after the Closing  Date,  the Company  shall
               hire individuals to serve as  President/Chief  Operating  Officer
               and Chief Financial  Officer,  which individuals shall be subject
               to the prior approval of the


                                         10
<PAGE>
               Purchaser in its sole  discretion.  Such  individuals  will be in
               charge of the day-to-day operations of the Company.

          (b)  Within ten days after the Closing  Date,  the Company shall enter
               into  employment  agreements  with each of  Robert  Free and Nick
               Freeman,  on commercially  reasonable  terms. The Purchaser shall
               assist  the   Company   with   respect   to  such   negotiations.
               Notwithstanding  the foregoing,  if the parties mutually agree to
               hire a third-party as the Company's Head of Production,  then the
               requirements  of this  section  will be  deemed to be met by such
               agreement.

          (c)  As soon as possible  after the Closing  Date,  the Company  shall
               effectuate  an  organization   structure   whereby  an  executive
               committee is set up, consisting of the Vice Chairman of the Board
               of  Directors  and  Chairman  of  the  Executive  Committee,  the
               President/Chief   Operating   Officer  and  the  Chief  Financial
               Officer. This committee shall report to the Board of Directors of
               the Company.

     6.6     Insurance.  The Company shall maintain insurance as is standard for
             ---------
a public company covering liabilities of its directors and officers arising from
such  directors'  and  officers  acts  or  omissions.

                                   ARTICLE VII
                    CONDITIONS TO THE PURCHASER'S OBLIGATIONS
                    -----------------------------------------

     The  obligation  of  the  Purchaser  to  purchase  the  Purchased  Shares
contemplated  by  this Agreement is conditioned upon the satisfaction or waiver,
at  or  prior  to  Closing,  of  the  following  conditions:

     7.1     Good  Standing  and  Other  Certificates.  The Purchaser shall have
             ----------------------------------------
received (a) copies of the Company Formation Documents, including all amendments
thereto, in each case certified by the Secretary of State of the State of Nevada
(the  "Nevada  Secretary of State"), (b) a certificate from the Nevada Secretary
of  State  to  the  effect  that the Company is in good standing and listing all
charter  documents  of the Company on file, and (c) if applicable, a certificate
as  to  the tax status of the Company from the appropriate official in the State
of  Nevada.

     7.2     Closing  Documents.  The  Closing  Documents requiring execution by
             ------------------
the  Company  shall  have  been  executed  and  delivered  by  the  Company.

7.3     Legal  Opinion.  Purchaser  shall  have  received  an opinion of Silicon
        --------------
Valley  Law  Group,  LLP, counsel to the Company, in the form attached hereto as
Exhibit  B.


                                         11
<PAGE>
7.4     Employment  Agreement.  Company  shall  have  entered into an employment
        ---------------------
agreement  with  Jack  Marshall  as  Vice Chairman and Chairman of the Executive
Committee  on  commercially reasonable terms.  Purchaser shall have the right to
participate  in  the  negotiations  with  respect  to such employment agreement.

     7.5     No  Material  Adverse  Change.  Since  the  date of this Agreement,
             -----------------------------
prior  to  the  Closing,  there  shall  have  been  no  Material Adverse Change.

     7.6     Truth of Representations and Warranties. The representations and
             ---------------------------------------
warranties  of  the Company contained in this Agreement shall have been true and
correct  as  of  the  date hereof and shall be true and correct on and as of the
Closing  Date with the same effect as though such representations and warranties
had  been made on and as of such date, and the Company shall have each delivered
to the Purchaser a certificate, dated the Closing Date, to such effect as to the
respective  representations  and  warranties made by it, provided, however, that
                                                         --------  -------
such  certificate  shall  represent and warrant as of the Closing Date regarding
the  number of shares of Common Stock authorized, the number of shares of Common
Stock issued and outstanding, the number of shares of Preferred Stock authorized
and  the  number  of  shares  of  Preferred  Stock  issued  and  outstanding.

     7.7     Performance of Covenants. All of the covenants of the Company to be
             ------------------------
performed prior to the Closing pursuant to Article V hereof shall have been duly
performed in all material respects, and the Company shall have each delivered to
the  Purchaser  a  certificate,  dated  the  Closing  Date,  to  such  effect.

     7.8     No Litigation.  No action or proceedings shall have been instituted
             -------------
before  a  court  or  other  Governmental Authority which has resulted in a then
pending  temporary restraining order, preliminary and permanent judgment, order,
or  decree  restraining  or  enjoining  the  consummation  of  the  transactions
contemplated  hereby.

     7.9     Voting  Agreement.  That  certain  Voting  Agreement  in  the  form
             -----------------
attached  hereto  as  Exhibit C shall have been executed by the parties thereto.

     7.10    Bay Tree Capital Associates, LLC Waiver. Bay Tree Capital
             ----------------------------------------
Associates,  LLC ("Bay Tree") shall have provided a written  waiver of its right
of first refusal and its registration rights under that certain ___, dated as of
___,  between Bay Tree and the Company in form  satisfactory to Purchaser in its
sole discretion.

     7.11    Board Resignation. The resignation of Chris McConn, Director of the
             ------------------
Company,  shall  have  been  executed  by  him.

     7.12     Tender of Purchased Stock.  The Company shall tender the Purchased
              -------------------------
Stock  to  the  Purchaser  in  accordance  with  the  terms  of  this Agreement.

     7.13     Indemnity  Agreement.  Company  shall  have entered into indemnity
              --------------------
agreements  in  the  form  attached  hereto  as  Exhibit  D  with  each director
designated  in  accordance  with  Section  6.4  hereof.


                                         12
<PAGE>
     7.14    Change-of-Control. To the extent applicable, the Company shall have
             -----------------
obtained  the  necessary  waivers  and  consents  in  order that the purchase by
Purchaser  of  the  Purchased  Shares and the conversion of the Purchased Shares
into  Common  Stock  shall  not  be deemed to be a "change of control" under any
employment  agreement  of  the  Company or any stock option plan of the Company.

                                  ARTICLE VIII
                     CONDITIONS TO THE COMPANY'S OBLIGATIONS
                     ---------------------------------------

     The  obligation  of the Company to sell the Purchased Stock contemplated by
this  Agreement  is  conditioned upon the satisfaction or waiver, at or prior to
Closing,  of  the  following  conditions:

     8.1     Truth  of  Representations and Warranties.  The representations and
             -----------------------------------------
warranties  of  the  Purchaser  contained  in  this  Agreement shall be true and
correct  on  and  as  of  the  Closing  Date with the same effect as though such
representations  and  warranties  had  been made on and as of such date, and the
Purchaser  shall  have  delivered to the Company an officer's certificate, dated
the  Closing  Date,  to  such  effect.

     8.2    Third-Party Consents; Government Approvals. All consents, approvals
            -------------------------------------------
or waivers, if any, disclosed  on  Schedule  8.2 attached hereto shall have been
                                   -------------
received  and  delivered  to  the  Company.  All  of  the  consents,  approvals,
authorizations, exemptions and waivers from Government Authorities that shall be
required  in  order  to permit the consummation of the transactions contemplated
hereby  shall  have  been  obtained.

     8.3    Performance of Agreements. All of the covenants of the Purchaser to
            --------------------------
be performed  prior to the Closing  pursuant to Article V hereof shall have been
duly performed in all material respects,  and the Purchaser shall have delivered
to the Company a certificate, dated the Closing Date, to such effect.

     8.4    No Litigation. No action or proceeding shall be instituted or
            --------------
threatened  before a court or other Governmental Authority which has resulted in
a  then  pending temporary restraining order, preliminary or permanent judgment,
order  a  decree  restraining  or enjoining the consummation of the transactions
contemplated  hereby.

                                   ARTICLE IX
                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

     9.1     Survival  of  Representations.  The  respective representations and
             -----------------------------
warranties  of  the  Company and the Purchaser contained in this Agreement shall
survive  the  Closing  for  a period of 18 months, at the end of which period no
claim  may  be  made  with respect to any such representation or warranty unless
such  claim shall have been asserted in writing to the Indemnifying Party during
such  period  pursuant  to  Section  9.3,  except  for  the  representations and


                                         13
<PAGE>
warranties  contained  in Sections 3.1, 3.2, 3.3, 3.7, 3.10, 3.11, 3.12 and 4.1,
which,  in  each  case,  shall  survive  indefinitely.

9.2     Indemnification.
        ---------------

          (a)  The Company hereby agrees to indemnify and hold the Purchaser and
               its officers, directors, affiliates,  representatives,  trustees,
               grantors,  beneficiaries and agents,  and any successors  thereto
               (the "Purchaser Indemnitees"), harmless from any and all damages,
               losses,   costs  or  reasonable  expenses   (including,   without
               limitation,  reasonable  fees and expenses of  investigation  and
               reasonable  attorneys'  and  consultants'  fees and  expenses  in
               connection  with any action suit, or  proceeding)  (collectively,
               "Damages") incurred or suffered as a result of or arising out of:
               (i) the breach of any  representation  or warranty  made by or on
               behalf of the Company  pursuant to Article III of this  Agreement
               or any other  certificate  or document  delivered  by the Company
               pursuant to this  Agreement,  (ii) the breach of any  covenant or
               agreement made or to be performed by the Company pursuant to this
               Agreement and (iii) any expenses or Damages  resulting or arising
               from  Purchaser's  activities as an active  investor  pursuant to
               Section 6.3,  provided that the Company shall not be obligated to
               indemnify  the  Purchaser  for any acts of willful  misconduct or
               recklessness,   or  knowing   misrepresentations   regarding  the
               Company.

          (b)  The Purchaser hereby agrees to indemnify and hold the Company and
               its officers, directors, affiliates,  representatives,  trustees,
               grantors,  beneficiaries and agents,  and any successors  thereto
               (the "Company  Indemnitees")  harmless  from Damages  incurred or
               suffered  as a result of or arising  out of (i) the breach of any
               representation  or  warranty  made by the  Purchaser  pursuant to
               Article IV of this Agreement or any other certificate or document
               delivered by the Purchaser  pursuant to this  Agreement;  or (ii)
               the breach of any covenant or  agreement  made or to be performed
               by the Purchaser pursuant to this Agreement.

          (c)  Absent fraud, the  indemnification  provisions under this Article
               IX shall be the exclusive remedy for any breach of the covenants,
               obligations,  representations  or  warranties  set  forth in this
               Agreement;   provided,   however,   --------   -------  that  the
               provisions  of this Section  9.2(c) shall not prevent the Company
               or  the   Purchaser   from   seeking  the  remedies  of  specific
               performance or injunctive relief in connection with a breach of a
               covenant or agreement of any party contained herein.

     9.3     Indemnification  Procedure.
             --------------------------

          (a)  Any party seeking  indemnification (the "Indemnified Party") from
               any other party (the  "Indemnifying  Party")  with respect to any
               claim, demand,  action,  proceeding or other matter (the "Claim")
               pursuant to this Agreement


                                         14
<PAGE>
               shall promptly  notify the  Indemnifying  Party in writing of the
               existence of the Claim,  setting forth in  reasonable  detail the
               facts and circumstances  pertaining thereto and the basis for the
               Indemnified Party's right to indemnification.

          (b)  In the event that any third party notifies any Indemnified  Party
               with  respect  to any  matter  which may give rise to a Claim for
               indemnification   against  the  Indemnifying   Party  under  this
               Agreement,  then the Indemnified  Party shall promptly notify the
               Indemnifying  Party of such  Claim;  provided,  however,  that no
               delay  on the part of the  Indemnified  Party  in  notifying  any
               Indemnifying  Party shall relieve the Indemnifying Party from any
               liability or obligation  hereunder unless (and then solely to the
               extent) the  Indemnifying  Party is prejudiced by such failure to
               give notice. The Indemnifying  Party, upon waiver of its right to
               contest the liability for which  indemnification  is being sought
               and  demonstration  by the  Indemnifying  Party of its  financial
               ability to  satisfy  any  resulting  judgment  to the  reasonable
               satisfaction  of the Indemnified  Party,  shall have the right to
               assume defense of the Claim if notice is given to the Indemnified
               Party within ten (10) days after receipt of notice of such Claim.
               If  the  Indemnifying  Party  assumes  defense  of the  Claim  as
               provided in the preceding sentence, then:

               (i)  the   Indemnifying   Party   will   diligently   defend  the
                    Indemnified  Party  against the matter  with  counsel of its
                    choice reasonably satisfactory to the Indemnified Party;

               (ii) the Indemnified Party may retain separate  co-counsel at its
                    sole cost and expense  (except that the  Indemnifying  Party
                    will  be  responsible  for  the  fees  and  expenses  of the
                    separate  co-counsel (a) to the extent the Indemnified Party
                    concludes  reasonably  based upon  advice of counsel  that a
                    conflict of interest  exists between the  Indemnified  Party
                    and Indemnifying  Party or (b) the named parties to any such
                    action  (including any impleaded  parties) include both such
                    Indemnified  Party  and  the  Indemnifying  Party  and  such
                    Indemnified  Party shall have been  advised by counsel  that
                    there may be one or more  legal  defenses  available  to the
                    Indemnified   Party   which   are  not   available   to  the
                    Indemnifying  Party, or available to the Indemnifying Party,
                    but the  assertion of which would be adverse to the interest
                    of the Indemnified Party;

               (iii)the  Indemnified  Party will not consent to the entry of any
                    judgment or enter into any  settlement  with  respect to the
                    matter without the written consent of the Indemnifying Party
                    (not  to be  withheld  or  delayed  unreasonably;  it  being
                    understood  and agreed that failure to consent to a judgment
                    or  settlement  that provides for relief other than monetary
                    damages or does not provide an


                                         15
<PAGE>
                    unconditional   release  of  the  Indemnifying   Party  from
                    liability shall not be deemed unreasonable); and

               (iv) The Indemnifying  Party will not consent to the entry of any
                    judgment or enter into any  settlement,  without the written
                    consent  of the  Indemnified  Party (not to be  withheld  or
                    delayed  unreasonably;  it being  understood and agreed that
                    failure to consent to a judgment or settlement that provides
                    for relief other than  monetary  damages or does not provide
                    an  unconditional  release  of the  Indemnified  Party  from
                    liability shall not be deemed unreasonable).

          (c)  If no Indemnifying  Party notifies the  Indemnified  Party within
               ten (10) days after the Indemnified Party has given notice of the
               matter  that the  Indemnifying  Party  is  assuming  the  defense
               thereof,  then the Indemnified Party may defend against, or enter
               into any settlement  with respect to, the matter in any manner it
               reasonably may deem appropriate,  without prejudice to any of its
               rights hereunder.

          (d)  The  Indemnified  Party  shall be entitled  to  reimbursement  of
               reasonable expenses included in Damages with respect to any Claim
               (including,  without limitation, the cost of defense, preparation
               and  investigation  relating to such Claim) as such  expenses are
               incurred by the Indemnified Party;  provided,  however,  that the
               Indemnified  Party shall  undertake to repay any amounts  arising
               solely from the fault of such Indemnified Party.

          (e)  The  rights  and  remedies  of the  Purchaser  Indemnitees  under
               Article IX shall not be limited or otherwise  affected by or as a
               result of any information furnished to, or any investigation made
               by or knowledge  of, any of the Purchaser  Indemnitees  or any of
               their respective representatives or agents.

                                    ARTICLE X
                                  MISCELLANEOUS
                                  -------------

     10.1     Knowledge  of  the  Company.  Where any representation or warranty
              ---------------------------
made  by  the  any  party  contained in this Agreement is expressly qualified by
reference  to  its  knowledge,  such  knowledge  shall be deemed to exist if the
matter  is  within the actual knowledge of any of the directors, managers and/or
the  executive  officers  of  such  party,  after having made due inquiry of the
directors,  managers  and executive officers of such party who would be expected
to  have  knowledge  of  the  matter.

     10.2     Expenses. Except as set forth in Article VI, each party shall pay
              --------
all of its own fees, costs  and  expenses  (including, without limitation, fees,
placement fees, costs and expenses of legal counsel, investment bankers, brokers
or  other  representatives  and  consultants)  incurred  in  connection with the
negotiation  of this Agreement and the other agreements contemplated hereby, the
performance of its obligations hereunder and thereunder, and the consummation of


                                         16
<PAGE>
the transactions contemplated hereby and thereby (collectively, the "Transaction
Expenses");  provided,  however, that the Company will pay all such costs as may
             --------   -------
be  incurred  by  the Company and any Taxes in the nature of sales, use or other
transfer  Taxes  imposed in connection with the transactions contemplated hereby
(except  that  the Company shall not be obligated to pay any income tax that may
accrue  to  Purchaser  as a result of its purchase of the Purchased Stock).  The
Company  shall be responsible for all Transaction Expenses of the Company, which
Transaction Expenses shall be paid by the Company on or before the Closing Date.

     10.3   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.

     10.4    Publicity. Except as otherwise required by law, none of the parties
             ---------
(nor any Affiliates thereof) hereto shall issue, prior to the Closing, any press
release  or make any other public statement, in each case relating to, connected
with  or  arising out of this Agreement or the matters contained herein, without
obtaining the prior approval of the Company, on the one hand, and the Purchaser,
on  the  other  hand,  to  the  contents  and  the  manner  of  presentation and
publication  thereof.  Subsequent  to the Closing, the Purchaser shall the right
to  approve  any  public  releases  of  information  mentioning it or any of its
directors,  managers,  officers  or  employees.

     10.5     Notices.  Any notice or other communication required or permitted
under this Agreement shall be sufficiently  given if delivered in person or sent
by telecopy  (confirmed  telephonically)  or by  registered  or  certified  mail
(postage  prepaid),  or by courier  (return  receipt  requested),  addressed  as
follows:  (i) if to the Purchaser,  to Intellect  Capital Group, LLC 11111 Santa
Monica  blvd.,  Ste.  650, Los Angeles,  CA 90025,  Attention:  Terren S. Peizer
(Facsimile  Number:  (310)  479-2959),  and a copy to the  Purchaser's  counsel,
Manatt,  Phelps & Phillips,  LLP, 11355 West Olympic Boulevard,  Los Angeles, CA
90064 (Facsimile Number: (310) 312-4224), Attention: Robert Platt, Esq.; (ii) if
to the  Company,  to  PhotoLoft.Com,  Inc.,  300 Orchard City Drive,  Ste.  142,
Campbell, CA 95008, Attention: Jack Marshall, (Facsimile Number: (408) 364-8778)
and a copy to the Company's  counsel,  Silicon  Valley Law Group,  152 North 3rd
Street,  Suite 900,  San Jose,  CA 95112  (Facsimile  Number:  (408)  286-1400),
Attention:  James C.  Chapman,  Esq. or such other address or number as shall be
furnished in writing by any such party, and such notice or  communication  shall
be deemed to have been given as of the date so  delivered,  sent by facsimile or
mailed.

     10.6        Parties  in  Interest. This  Agreement may not be transferred,
                  --------------------
assigned,  pledged or  hypothecated  by the Company  without  the prior  written
consent of the Purchaser.  This Agreement  shall be binding upon and shall inure
to the  benefit of the parties  hereto and their  respective  heirs,  executors,
administrators,  successors and permitted assigns.  The Purchaser shall have the
right to assign and/or delegate all or any portion of its rights and obligations
under this  Agreement  and to transfer  any of its assets  after  Closing to any
Affiliate  of the  Purchaser  or any  entity  majority  owned or  controlled  by
employees of the


                                         17
<PAGE>
Purchaser, provided that Purchaser shall give the Company written notice of such
assignment  or  transfers.

     10.7      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.

     10.8      Entire Agreement. This Agreement, including  the other  documents
               -----------------
referred to herein and therein which form a part hereof and thereof, contain 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.

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

     10.10     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.

     10.11     Third-Party Beneficiaries.  Except  as permitted in Section 10.6,
               --------------------------
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.

     10.12     Attorneys' Fees.  Except  as provided under Article IX hereof, 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.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


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<PAGE>
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.

                 PURCHASER:



                 Intellect  Capital  Group,  LLC



                 By:  /S/  Terren  S.  Peizer
                    -----------------------------
                 Name:     Terren  S.  Peizer

                 Title:     Chairman  and  CEO



                 COMPANY:



                 PhotoLoft.Com,  Inc.



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

                 Title:     Chairman  and  CEO



                  [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]


                                         19
<PAGE>


                                   APPENDIX 1

                                   DEFINITIONS
                                   -----------

     "1933  Act"  shall  have  the  meaning  specified  in  Section  4.2(a).

     "Action" means any claim,  demand,  filing,  investigation,  action,  suit,
proceeding, including administrative and arbitration proceedings,  condemnation,
audit or other legal proceeding by any Person or Governmental Authority.

     "Affiliate"  means, with respect to any specified Person,  any other Person
that directly,  or indirectly through one or more intermediaries,  controls,  is
controlled by, or is under common control with, such specified Person.

     "Agreement" has the meaning set forth in the Preamble hereof.

     "Business  Day" shall  mean any day other than a Saturday  or Sunday or any
legal holiday on which  commercial banks are authorized or required by law to be
closed for business in Los Angeles, California.

     "Claim" shall have the meaning specified in Section 9.3(a).

     "Closing" shall have the meaning specified in Section 2.4.

     "Closing Date" shall have the meaning specified in Section 2.4.

     "Closing Documents" means this Agreement,  the Certificate of Designations,
and the Registration  Rights  Agreement,  and all other  documents,  agreements,
certificates and instruments delivered by the Parties at Closing.

     "Company" shall have the meaning specified in the Preamble.

     "Company  Formation  Documents" shall have the meaning specified in Section
3.1.

     "Company Indemnitees" shall have the meaning specified in Section 9.2(b)

     "Common  Stock"  shall  have  the  meaning  specified  in  the  Recitals.



     "Certificate  of  Designations"  shall  have  the  meaning specified in the
Recitals.



     "Damages"  shall  have  the  meaning  specified  in  Section  9.2(a).

     "Domain Names" shall have the meaning specified in Section 3.12.


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<PAGE>
     "Encumbrance" shall mean any encumbrance, security interest, mortgage, deed
of trust, pledge, lien, charge, lease,  easement,  encroachment,  right of first
refusal,  right of first  offer,  purchase  offer  or other  defect  in title or
restrictions of any kind or character.

     "Financial Statement" shall have the meaning specified in Section 3.7(a).

     "Financial  Statement  Date"  shall have the meaning  specified  in Section
3.7(a).

     "Governmental  Authority"  means any court,  government (or governmental or
political subdivision thereof) or governmental department,  commission,  agency,
body,  instrumentality or authority,  whether domestic (federal, state or local)
or foreign.

     "Indemnified Party" shall have the meaning specified in Section 9.3(a).

     "Indemnifying Party" shall have the meaning specified in Section 9.3(a).

     "Lien" means, whether or not filed, any mortgage, lien, pledge,  collateral
assignment,  hypothecation,  charge,  restriction,  security interest,  right of
first refusal, right of first offer, purchase offer,  easement,  encroachment or
encumbrance of any kind.

     "Material  Adverse  Change"  shall  have the  meaning  set forth in Section
3.7(b).

     "Material  Agreements"  means  those  agreements,   instruments  and  other
documents,  including,  without  limitation,  Leases,  marketing  and  strategic
alliance agreements,  instruments, title coverage and other documents related to
the Real Property identified on Schedule 3.10(a). -----------------

     "Nevada  Secretary  of State"  shall have the meaning  specified in Section
6.2.

     "Party"  or  "Parties"  means  the  Purchaser  and the  Company  and  their
respective successors and assigns.

     "Person" means any  individual,  sole  proprietorship,  firm,  corporation,
partnership,  limited liability company,  association,  joint venture,  trust or
other entity or enterprise or any Governmental Authority.

     "Preferred Stock shall have the meaning specified in Section 3.2.

     "Purchase Price" shall have the meaning specified in Section 2.3.

     "Purchased Stock" shall have the meaning specified in the Recitals

     "Purchaser" shall have the meaning specified in the Preamble.

     "Purchaser Indemnitees" shall have the meaning specified in Section 9.2(a).


                                         21
<PAGE>
     "Registration Rights Agreement" shall mean that certain Registration Rights
Agreement to be executed as of the Closing Date by the Company and the Purchaser
in the form attached hereto as Exhibit E.

     "SEC" shall have the meaning specified in Section 4.2(b).

     "Shareholders"  shall  have  the  meaning  specified  in  Section  3.2.

     "Trademarks"  shall  have  the  meaning  specified  in  Section  3.12.

     "Transaction  Expenses"  shall  have the meaning specified in Section 10.2.


                                         22
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