EXCEPT WITH THE PRIOR WRITTEN CONSENT OF INTELLECT CAPITAL GROUP, LLC,
THIS PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, GIFTED OR OTHERWISE
                           TRANSFERRED OR DISPOSED OF.


                                 PROMISSORY NOTE

$275,000                                                          May  18,  2000


     1.     FOR  VALUE  RECEIVED, the undersigned, PHOTOLOFT.COM, INC., a Nevada
corporation  (the "Borrower"), promises to pay to the order of Intellect Capital
                   --------
Group,  LLC,  a  Delaware  limited liability company (the "Lender"), at Lender's
                                                           ------
address at 11111 Santa Monica Blvd., Suite 650, Los Angeles, California 90025 or
at  such  other  address as Lender may designate in writing to the Borrower, the
principal  sum  of  Two  Hundred  Seventy-Five  Thousand  and  No/100  dollars
($275,000.00)  at  an  interest  rate  of 10.0% per annum, calculated quarterly.

2.     The  entire outstanding principal balance on this Promissory Note and all
interest  accrued  thereon  shall be due and payable in a balloon payment at any
time  upon  written  demand  delivered by Lender to Borrower, which demand shall
provide  Borrower  with  three  (3)  business days' notice that such amounts are
immediately  due  and  payable.

3.     Payments of both principal and interest are to be made in lawful money of
the  United  States of America in same-day or immediately available funds to the
account  designated  by Lender in its demand notice delivered in accordance with
paragraph  2  hereof.

4.     This  Promissory  Note is a senior obligation of the Borrower, ranking in
greater  priority  over  any  general  creditors  of  the  Borrower.

     5.     In  accordance  with,  and  pursuant to, the terms and provisions of
that  certain  Loan  and  Security  Agreement  of  even  date  herewith  ("Loan
Agreement"),  this  Promissory  Note  is  a  secured obligation of the Borrower.

6.     If  (a)  Lender  retains  an  attorney to collect, enforce or defend this
Promissory  Note,  or  (b)  Lender  shall become a party, either as plaintiff or
defendant,  in  any  suit  or  legal  proceeding in relation to the indebtedness
hereunder,  or  (c) Borrower is the subject of any bankruptcy proceeding, or (d)
Borrower  or  anyone  claiming  by,  through  or  under Borrower, sues Lender in
connection  with  this Promissory Note and does not prevail against Lender, then
in  the  case  of  any  such event, Borrower agrees to pay Lender in addition to
principal and interest due hereon, all reasonable costs and expenses incurred by
Lender  in  connection  with  such  collection,  enforcement,  defense,  suit or
proceeding,  including  reasonable  attorneys'  fees.

7.     All  parties hereto, whether as borrowers, lenders, makers, endorsers, or
otherwise,  severally  waive presentment for payment, demand, protest and notice
of  dishonor.

8.     Borrower's  obligations  under  this  Promissory  Note  are  absolute,
unconditional  and  not  dependent  or  conditioned  in  any  way upon any other
agreements  (except for the Loan Agreement) or circumstances that might, but for
the  intent  expressed  in  this  Section,  constitute  a  defense to Borrower's
obligations  hereunder.  Time  is  of  the  essence  in  this  Promissory  Note.


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THIS PROMISSORY NOTE HAS BEEN DELIVERED IN LOS ANGELES, CALIFORNIA, AND SHALL BE
DEEMED  TO  BE  A  CONTRACT  MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE  OF  CALIFORNIA.



                          PHOTOLOFT.COM,  INC.

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


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