EXHIBIT  10.9
                              EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT ("Agreement") effective as of the 15th day of March
2000,  between  PhotoLoft, Inc., a Nevada corporation having its principal place
of  business  at  300  Orchard City Drive, Suite 142, Campbell, California 98005
("Employer"),  and  Chris  McConn  ("Employee").


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                                   WITNESSETH:
WHEREAS,  Employer  desires to employ Employee upon the terms and subject to the
conditions  hereinafter  set  forth,  and  Employee  desires  to  accept  such
employment:

NOW,  THEREFORE,  for and in consideration of the premises, the mutual promises,
covenants  and  agreements  contained  herein,  and  for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  agree  as  follows.

     1.   EMPLOYMENT.  Subject to the terms and  conditions  of this  Agreement,
          Employer  shall  employ  Employee  and  Employee  hereby  accepts such
          employment.

     2.   TERM.  The term of this  Agreement  shall be for the period from March
          15, 2000 through March 15, 2001(the "Initial Term").

     3.   POSITION AND DUTIES.

          a.   POSITION.  Employee  shall  serve as CTO and  shall  perform  the
               duties and exercise the powers in  connection  with such position
               and  which  may from time to time be  reasonably  assigned  to or
               vested in him or her by the CEO and/or the Board of  Directors or
               similar  governing  body of  Employer  (the  "Board") or the duly
               authorized committee or designee thereof.

          b.   FULL  TIME   EFFORTS.   Employee   shall  perform  and  discharge
               faithfully, diligently and to the best of his or her ability such
               duties and responsibilities and shall devote his or her full-time
               efforts to the business and affairs of Employer.

          c.   NO  INTERFERENCE  WITH DUTIES.  Employee shall not devote time to
               other  activities  such as would  inhibit or otherwise  interfere
               with the proper performance of his or her duties.

     4.   WORK STANDARD. Employee hereby agrees that he or she will at all times
          comply  with  abide by all  terms  and  conditions  set  forth in this
          Agreement,  and all applicable work policies,  procedures and rules as
          may be issued by Employer.

     5.   COMPENSATION.

          a.   BASE  SALARY.  Subject to the terms and  conditions  set forth in
               this Agreement,  Employer shall pay Employee,  and Employee shall
               accept,  a salary ("Base  Salary") at the annual rate of $115,000
               for all services rendered during the term of this Agreement. Base
               Salary shall be reviewed no less  frequently  than annually.  The
               Base  Salary  is  not  to be  considered  in  any  way  to  limit
               Employee's  opportunity to receive appropriate  increases in Base
               Salary during the term of this  Agreement.  The Base Salary shall
               be paid in accordance with Employer's normal payroll procedures.

          b.   EMPLOYMENT  OPTIONS.  Employee  shall  continue  vesting  options
               granted under a 1998 Option Agreement.

          c.   WITHHOLDING.  All  compensation  payable to Employee  pursuant to
               this Agreement  shall be subject to, and Employer will deduct and
               withhold,  all applicable  federal,  state and local withholding,
               employment, social security, and other similar taxes.

     6.   FRINGE BENEFITS.  During the term of Employee's  employment under this
          Agreement, Employee shall receive the fringe benefits described below:

          a.   MEDICAL, DENTAL, VISION, LIFE AND DISABILITY INSURANCE.  Employer
               shall  provide  Employee  and  eligible  dependents  ("spouse and
               children under 21 years of age") with medical,  dental and vision
               insurance coverage.  Life and disability  insurance coverage will
               be provided by Employer to Employee.

          b.   VACATION. Employee is eligible for four (4) weeks of vacation per
               calendar year.

          c.   OUT OF POCKET EXPENSES.  Employer will reimburse Employee for out
               of pocket expenses ("out of pocket  expenses") as incurred by the
               Employee in the normal  course of  business,  including,  but not
               limited to corporate  entertainment,  non-capital  purchases  and
               corporate travel.

     7.   LAWS, REGULATIONS,  AND PUBLIC ORDINANCES.  Employee shall comply with
          all  federal,  state,  and  local  statutes,  regulations  and  public
          ordinances governing the work.

     8.   CONFIDENTIAL   INFORMATION;    INVENTIONS;   CONFLICTING   EMPLOYMENT;
          RETURNING COMPANY DOCUMENTS; SOLICITATION OF EMPLOYEES; NON-COMPETE.

          a.   COMPANY INFORMATION: Employee agrees at all times during the term
               of employment and  thereafter,  to hold in strictest  confidence,
               and not  use,  except  for the  benefit  of the  Employer,  or to
               disclose  to any  person,  firm or  corporation  without  written
               authorization  of the  board of  Directors  of the  Company,  any
               Confidential  Information  of the Company.  Employee  understands
               that  Confidential  Information  means  any  company  proprietary
               information,   technical   data,   trade   secrets  or  know-how,
               including, but not limited to, research, product plans, products,
               services,  customer  lists  and  customers  (including,  but  not
               limited to,  customers of the company on whom Employee  called or
               with  whom  Employee  became   acquainted   during  the  term  of
               employment),   markets,   software,   developments,   inventions,
               processes, formulas, technology,  designs, drawings, engineering,
               hardware configuration information, marketing, finances, or other
               business  information  disclosed  to me  by  the  company  either
               directly  or  indirectly  in  writing,  orally or by  drawings or
               inspection of parts or equipment.  Employee  further  understands
               that  Confidential  Information  does  not  include  any  of  the
               foregoing   items  which  has  become  publicly  known  and  made
               generally available through no wrongful act of Employee.

          b.   FORMER  EMPLOYER  INFORMATION.  Employee agrees that he will not,
               during  employment  with the company,  improperly use or disclose
               any  proprietary  information  or trade  secrets of any former or
               concurrent employer or other person or entity with which Employee
               has an  agreement  or duty to  keep  in  confidence,  information
               acquired by Employee in confidence,  if any, and that he will not
               bring onto the premises of the Company any  unpublished  document
               or proprietary information belonging to any such employer, person
               or entity unless consented to in writing by such employer, person
               or entity.

          c.   THIRD PARTY INFORMATION. Employee recognizes that the company has
               received and in the future will receive from third  parties their
               confidential  or  proprietary  information  subject  to a duty on
               certain  limited  purposes.  Employee  agrees  to hold  all  such
               confidential   or   proprietary   information  in  the  strictest
               confidence  and  not  to  disclose  it to  any  person,  firm  or
               corporation or to use it except as necessary in carrying out work
               for the company consistent with the company's agreement with such
               third party.

          d.   INVENTIONS RETAINED AND LICENSED: Employee has attached hereto as
               Exhibit A, a list  describing all  inventions,  original works of
               authorship,  developments,  improvements  and trade secrets which
               were  made by  Employee  prior to  employment  with  the  company
               (collectively  referred to as Prior inventions),  which belong to
               Employee,  which  relate  to  the  company's  purposed  business,
               products or hereunder; or, if not such list is attached, Employee
               represents  that  there are no such prior  inventions.  If in the
               course of his employment wit the company,  Employee  incorporates
               into a company  product,  process  or  machine a prior  invention
               owned by  Employee  or in which  Employee  has an  interest,  the
               Company  is  hereby  granted  and  shall  have  a  non-exclusive,
               royalty-free,  irrevocable, perpetual, worldwide license to make,
               have made,  modify,  use and sell such prior invention as part of
               or in connection with such product, process or machine.

          e.   ASSIGNMENT OF INVENTIONS;  Employee  agrees that he will promptly
               make full written  disclosure to the company,  will hold in trust
               for the sole right and benefit of the  company and hereby  assign
               to the company,  or its designee,  all right, title, and interest
               in and to any and all  inventions,  original works of authorship,
               developments, concepts, improvements or trade secrets, whether or
               not  patentable or registrable  under  copyright or similar laws,
               which  Employee  may  solely or  jointly  conceive  or develop or
               reduce  to  practice,  during  the  period  of  time he is in the
               employee   of   the   company   (collectively   referred   to  as
               "Inventions"),  except as provided  in Section i below.  Employee
               further  acknowledges that all original works of authorship which
               are made by him (solely or jointly with others)  within the scope
               of employment  and which are  protectable by copyright are "works
               made for  hire," as that term is  defined  in the  United  States
               Copyright Act.

          f.   MAINTENANCE  OF  RECORDS:  Employee  agrees to keep and  maintain
               adequate and current  written  records of all inventions  made by
               Employee  (solely  or  jointly  with  others)  during the term of
               employment  with the company.  The records will be in the form of
               notes,  sketches,  drawings  and any  other  format  that  may be
               specified  by the  company.  The records will be available to and
               remain the sole property of the company at all times.


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          g.   PATENT AND COPYRIGHT REGISTRATION:  Employee agrees to assist the
               company,  or its  designee,  at the company's  expense,  in every
               proper way to secure the company's  rights in the  inventions and
               any copyrights,  patents,  mask work rights or other intellectual
               property  rights  relating  thereto  in any  and  all  countries,
               including  the   disclosure  to  the  company  of  all  pertinent
               information and data with respect  thereto,  the execution of all
               applications,  specifications,  oaths,  assignments and all other
               instruments  which the company  shall deem  necessary in order to
               apply for and  obtain  such  rights  and in order to  assign  and
               convey to the company,  its successors,  assigns and nominees the
               sole and  exclusive  rights,  title and  interest  in and to such
               inventions,  and any copyrights,  patents,  mask work rights,  or
               other  intellectual  property rights relating  thereto.  Employee
               further  agrees  that my  obligation  to  execute  or cause to be
               executed, when it is in my power to do so, any such instrument or
               papers shall continue after the termination of this Agreement. If
               the company is unable because of mental or physical incapacity or
               for any other  reason to secure my  signature  to apply for or to
               pursue any  application  for any United States or foreign patents
               or copyrights registrations covering inventions or original works
               of  authorship  assigned to the company as above,  then  Employee
               hereby  irrevocably  designates and appoints company and its duly
               authorized officers and agents as his agent and attorney in fact,
               to act for and in his behalf  and stead to  execute  and file any
               such applications and to do all other lawfully  permitted acts to
               further  the  prosecution  and  issuance  of  letters  patent  or
               copyright  registrations  thereon  with the same legal  force and
               effect as if executed by Employee.


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          h.   EXCEPTIONS  TO  ASSIGNMENTS.   Employee   understands   that  the
               provisions of this Agreement  requiring  assignment of inventions
               to company do not apply to any invention  which  qualifies  fully
               under the  provisions  of  California  Labor Code  Section  2870.
               Employee  will  advise  the  company  promptly  in writing of any
               inventions that he believes meet the criteria in California Labor
               Code Section 2870 and not otherwise disclosed on Exhibit A.

          i.   RETURNING COMPANY DOCUMENTS. Employee agrees that, at the time of
               leaving the employ of the company he will  deliver to the company
               (and will not keep in his  possession  or deliver to anyone else)
               any and all devices,  records,  data, notes, reports,  proposals,
               lists,  correspondence,   specifications,  drawings,  blueprints,
               sketches, materials, equipment, others documents, or property, or
               reproductions of any  aforementioned  items developed by Employee
               pursuant  to  his  employment   with  the  company  or  otherwise
               belonging to the company, its successors or assigns.

          j.   SOLICITATION OF EMPLOYEES.  Employee agrees that, for a period of
               one  year   immediately   following   the   termination   of  his
               relationship  with the company for any  reason,  whether  with or
               without cause,  either directly or indirectly,  on his own behalf
               or in the  service  or on behalf of other,  solicit,  recruit  or
               attempt  to  persuade  any  person  to  terminate  such  person's
               employment  with the  company,  whether  or not such  person is a
               full-time  employee or whether or not such employment is pursuant
               to a written agreement or is at-will.

          k.   NON-COMPETE.  Employee  agrees that he shall not, for a period of
               one year immediately following the termination of my relationship
               with the company for any reason,  whether with or without  cause,
               either  directly  or  indirectly  engage  in  any  activity  that
               competes with PhotoLoft, Inc.


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     9.   TERMINATION FOR CAUSE. This Agreement may be terminated at any time by
          Employer  without  prior  notice  thereof to Employee  and without any
          liability  owning to Employee under this Agreement under the following
          conditions, each of which shall constitute "Cause";

          a.   FAILURE TO  DISCHARGE  DUTIES.  Employee  willfully  neglects  or
               refuses to  discharge  his duties  hereunder or refuses to comply
               with  any  lawful  and  reasonable  instructions  given to him by
               Employer without reasonable excuse;

          b.   BREACH.  Employee  shall have committed any material  breach,  or
               repeated or continued after written notice of any breach, whether
               material or not, of his obligations hereunder;

          c.   GROSS MISCONDUCT. Employee is guilty of gross misconduct. For the
               purposes of this  Agreement the following  acts shall  constitute
               gross misconduct:

               i)   Any  act   involving   fraud  or  dishonesty  or  breach  of
                    applicable  regulations of competent authorities in relation
                    to trading or dealing with stocks,  securities,  investments
                    and the like;

               ii)  The  carrying  out of any  activity  or  the  making  of any
                    statement  which would  prejudice or impair the good name or
                    standing of Employer or would bring  Employer into contempt,
                    ridicule or would  reasonable  shock or offend any community
                    in which Employer is located;


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               iii) Attendance at work in a state of  intoxication  or otherwise
                    being  found  in   possession  at  his  place  of  work  any
                    prohibited  drug or  substance,  possession  of which  would
                    amount to a criminal offense;

               iv)  Assault or other act of  violence  against  any  employee of
                    Employer  or other  person  during  the course of his or her
                    employment;

               v)   Harassment  of  disparagement  of others based on their age,
                    disability,  color, national origin, race, religion,  sex or
                    veteran status, including acts of sexual harassment or,

               vi)  Conviction  of any  felony or  misdemeanor  involving  moral
                    turpitude.

     10.  TERMINATION BY EMPLOYER FOR REASONS OTHER THAN CAUSE.  Notwithstanding
          anything  herein  to  the  contrary,   and  subject  to  the  survival
          provisions  of Paragraph  13.G hereof,  Employer  may  terminate  this
          Agreement  at any time with thirty (30) days prior  notice  thereof to
          Employee.  In  such  an  event,  Employer  shall  pay to  Employee  in
          accordance with Employer's  normal  practices;  1) the Base Salary; 2)
          vested Stock Options, 3) Medical,  Dental, Vision, Life and Disability
          Insurance,  5) and any unused  Vacation  -for a period of one (1) year
          after the date of the termination.


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     11.  TERMINATION BASED UPON CHANGE OF CONTROL. In the event Employer enters
          into an agreement with another  person or entity,  the effect of which
          is to change the  control  of the  Employer,  then and in such  event,
          Employee  shall be exclusively  entitled to terminate this  Agreement,
          and in such  event,  Employer  shall  pay to  Employee  the  severance
          payments  in the  amount of one (1) year  base  salary,  and  benefits
          payable  through  the  end  of  the  term.  Additionally,   upon  such
          termination,  the vesting of all options to purchase  Common  Stock of
          the Company held by Employee shall be accelerated so that such options
          are immediately exercisable.  For purposes of this Agreement, the term
          "change of  control:  shall  mean:  (i) any change of equity such that
          more than fifty percent (50%) of the issued and outstanding  shares of
          the Company are transferred to a third party;  (ii) or debt ownership,
          including  but not limited to  conversion  rights of debt to equity of
          the Employer such that more than fifty percent (50%) of the issued and
          outstanding  shares are  transferred to a third party; or (iii) a sale
          of  substantially  all of  Employer's  assets.  However,  a change  of
          control shall not include a public  offering of the  securities of the
          Company.

     12.  TERMINATION BY EMPLOYEE.

          a.   VOLUNTARY  TERMINATION.  Employee may  terminate  his  employment
               under  this  Agreement  at any time with  thirty  (30) days prior
               written  notice  thereof  to  Employer.  Upon  such  termination,
               Employee  shall be entitled to his  pro-rata  Base Salary and all
               stock options that have vested at that time.

          b.   RESIGNATION  FOR GOOD CAUSE.  The  termination  of his employment
               under  this   Agreement  by  Employee   following  a  substantial
               reduction in Employee's  position or duties or material breach of
               this  Agreement  by  Employer  shall be deemed a  termination  by
               employee  for reasons  other than cause as set forth in paragraph
               10 hereof.

          c.   TERMINATION   UPON  DEATH.   This   Agreement   shall   terminate
               immediately  upon Employee's  death.  Employee's  estate shall be
               entitled to Employee's Base Salary up to twelve (12) months after
               the Employee's  death and earned Stock Options.  Medical,  Dental
               and Vision  Insurance  payments shall continue for six (6) months
               from date of Employee's death.


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     13.  GENERAL PROVISIONS.

          a.   AMENDMENT.  This  Agreement  may be amended or modified only by a
               writing signed by both of the parties hereto.

          b.   BINDING  AGREEMENT.  This Agreement shall inure to the benefit of
               and be  binding  upon  Employee,  his or her heirs  and  personal
               representatives, and Employer, its successors and assigns.

          c.   WAIVER.  The waiver by either party of a breach of any  provision
               contained in this Agreement  shall not be construed as or operate
               as a waiver of any subsequent breach.

          d.   NOTICES

               i)   All notices and all other communication  provided for herein
                    shall be in writing and  delivered  personally  to the other
                    designated party, or mailed by certified or registered mail,
                    return  receipt  requested  or  delivered  by  a  recognized
                    national overnight courier service,  or sent by facsimile as
                    follows:

          If to Employer to:          Mr. Patrick Dane
                                      Director

          If to Employer to:          Mr. Jack Marshall
                                      CEO, President, Treasurer

               If  Employee  has  provided  notice  to  Employer  that  he  is
               represented by counsel, Employer shall copy Employee's counsel at
               the address specified. Employee agrees and understands  that  any
               legal fees or expenses  incurred by him in connection  with  this
               Agreement are  his sole responsibility  and  Employer  shall  not
               reimburse Employee for  any  portion  of  such  fees or expenses.


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               ii)  All  notices  sent under this  Paragraph  13 shall be deemed
                    given  twenty  four (24) hours  after sent by  facsimile  or
                    courier and  seventy-two  (72) hours after sent by certified
                    or registered mail.

               iii) Either  party  hereto may change the address to which notice
                    is to be sent hereunder by written notice to the other party
                    in accordance with the provisions of this Paragraph.

          e.   GOVERNING LAW. This Agreement  shall be governed by and construed
               in accordance  with the laws of the State of California,  without
               regard to principles of conflicts of laws.

          f.   ENTIRE AGREEMENT.  This Agreement  contains the full and complete
               understanding  of the parties  hereto with respect to the subject
               matter  contained  herein  and  this  Agreement   supersedes  and
               replaces  any prior  agreement , either  oral or  written,  which
               Employee may have with  Employer  that  relates  generally to the
               same subject matter.

          g.   SURVIVAL.  Notwithstanding  any expiration or termination of this
               Agreement,  the  provisions of this  agreement  shall survive and
               remain in full  force and  effect,  as shall any other  provision
               hereof that, by its terms or reasonable  interpretation  thereof,
               sets forth obligations that extend beyond the termination of this
               Agreement.

          h.   ASSIGNMENT.  This  Agreement  may  not be  assigned  by  Employee
               without the prior written consent of Employer,  and any attempted
               assignment not in accordance  herewith shall be null and void and
               of no force or effect.  Employer can assign this Agreement to any
               Affiliate with Employee's written consent.  Thereafter,  any such
               assignee  shall be considered to be the Employer for all purposes
               under  this  Agreement;  provided  however,  that  references  to
               previous  incentive  bonuses shall be deemed to include incentive
               bonuses paid by any assignor.


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          i.   SEVERABILITY.  If any  one or  more  of  the  terms,  provisions,
               covenants or  restrictions  of this Agreement shall be determined
               by a court  of  competent  jurisdiction  to be  invalid,  void or
               unenforceable,  then  the  remainder  of the  terms,  provisions,
               covenants and restrictions of this Agreement shall remain in full
               force and effect,  and to that end the provisions hereof shall be
               deemed severable.

          j.   PARAGRAPH HEADING.  The section headings set forth herein are for
               convenience of reference only and shall not affect the meaning or
               interpretation of this Agreement whatsoever.

          k.   VOLUNTARY  AGREEMENT.  Employee and Employer  represent and agree
               that  each  has  reviewed  all  aspects  of this  Agreement,  has
               carefully  read and  fully  understands  all  provisions  of this
               Agreement, and is voluntarily entering into this Agreement.  Each
               party   represents  and  agrees  that  such  party  has  had  the
               opportunity  to review any and all aspects of this Agreement with
               legal,  tax or other  advisers(s)  of such party's  choice before
               executing this Agreement.

          REMEDIES.

          ARBITRATION  OF  DISAGREEMENTS.  Any  dispute,  controversy  or  claim
          arising  out of or relating to the  obligations  under this  Agreement
          shall be settled by final and binding  arbitration in accordance  with
          the American  Arbitration  Association  Employment  Dispute Resolution
          Rules.  The  arbitrator  shall be selected by mutual  agreement of the
          parties,  if  possible.  If the parties fail to reach  agreement  upon
          appointment of an arbitrator  within 30 days following  receipt by one
          party  of the  other  party's  notice  of  desire  to  arbitrate,  the
          arbitrator  shall  be  selected  from a panel  or  panels  of  persons
          submitted by the American  Arbitration  Association  (the "AAA").  The
          selection  process  shall  be  that  which  is set  forth  in the  AAA
          Employment Dispute Resolution Rules,  except that, if the parties fail
          to select an  arbitrator  from one or more panels,  AAA shall not have
          the  power  to  make an  appointment  but  shall  continue  to  submit
          additional panels until an arbitrator has been selected.


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          All fees and expenses of the  arbitration,  including a transcript  if
          requested,  will be borne by the  Employer.  Any  action to enforce or
          vacate  the  arbitrator's  award  shall  be  governed  by the  Federal
          Arbitration Act, if applicable, and otherwise by California state law.

IN  WITNESS  WHEREOF,  the  parties  hereto  have executed, or caused their duly
authorized  representative to execute, this Agreement as of the date first above
written.

                     EMPLOYER                         EMPLOYEE
                     Patrick  Dane                    Chris  McConn

<PAGE>
                              EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT ("Agreement") effective as of the 15th day of March
2000,  between  PhotoLoft, Inc., a Nevada corporation having its principal place
of  business  at  300  Orchard City Drive, Suite 142, Campbell, California 98005
("Employer"),  and  Kay  Wolf  Jones  ("Employee").


                                   WITNESSETH:

WHEREAS,  Employer  desires to employ Employee upon the terms and subject to the
conditions  hereinafter  set  forth,  and  Employee  desires  to  accept  such
employment:

NOW,  THEREFORE,  for and in consideration of the premises, the mutual promises,
covenants  and  agreements  contained  herein,  and  for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  agree  as  follows.

1.   EMPLOYMENT. Subject to the terms and conditions of this Agreement, Employer
     shall employ Employee and Employee hereby accepts such employment.

2.   TERM.  The term of this  Agreement  shall be for the period  from March 15,
     2000 through March 15, 2001 (the "Initial Term").

3.   POSITION AND DUTIES.

     a.   POSITION. Employee shall serve as Vice President,  Marketing and shall
          perform the duties and  exercise  the powers in  connection  with such
          position and which may from time to time be reasonably  assigned to or
          vested in him or her by the CEO and/or  Board of  Directors or similar
          governing  body of  Employer  (the  "Board")  or the  duly  authorized
          committee or designee thereof.


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     b.   FULL TIME EFFORTS.  Employee  shall perform and discharge  faithfully,
          diligently  and to the  best of his or her  ability  such  duties  and
          responsibilities  and shall devote his or her full-time efforts to the
          business and affairs of Employer.

     c.   NO INTERFERENCE  WITH DUTIES.  Employee shall not devote time to other
          activities  such as would  inhibit  or  otherwise  interfere  with the
          proper performance of his or her duties.

4.   WORK  STANDARD.  Employee  hereby  agrees  that he or she will at all times
     comply with abide by all terms and conditions set forth in this  Agreement,
     and all applicable work policies,  procedures and rules as may be issued by
     Employer.

5.     COMPENSATION.

     a.   BASE  SALARY.  Subject to the terms and  conditions  set forth in this
          Agreement,  Employer shall pay Employee,  and Employee shall accept, a
          salary ("Base  Salary") at the annual rate of $95,000 for all services
          rendered  during  the term of this  Agreement.  Base  Salary  shall be
          reviewed no less frequently  than annually.  The Base Salary is not to
          be considered in any way to limit  Employee's  opportunity  to receive
          appropriate   increases  in  Base  Salary  during  the  term  of  this
          Agreement. The Base Salary shall be paid in accordance with Employer's
          normal payroll procedures.

     b.   EMPLOYMENT  OPTIONS.  Employee  will  earn  up to  150,000  employment
          options, granted under the PhotoLoft, Inc. Employee Stock Option Plan.
          The options will be priced at the closing price of the stock March 31,
          2000.

     c.   WITHHOLDING.  All  compensation  payable to Employee  pursuant to this
          Agreement  shall be subject to, and Employer will deduct and withhold,
          all  applicable  federal,  state  and local  withholding,  employment,
          social security, and other similar taxes.

6.   FRINGE  BENEFITS.  During  the term of  Employee's  employment  under  this
     Agreement, Em0ployee shall receive the fringe benefits described below:

     a.   MEDICAL, DENTAL, VISION, LIFE AND DISABILITY INSURANCE. Employer shall
          provide Employee and eligible  dependents  ("spouse and children under
          21 years of age") with medical,  dental and vision insurance coverage.
          Life and disability insurance coverage will be provided by Employer to
          Employee.

     b.   VACATION.  Employee  is eligible  for four (4) weeks of  vacation  per
          calendar year.

     c.   OUT OF POCKET  EXPENSES.  Employer will reimburse  Employee for out of
          pocket expenses ("out of pocket expenses") as incurred by the Employee
          in the  normal  course of  business,  including,  but not  limited  to
          corporate entertainment, non-capital purchases and corporate travel.

7.   LAWS,  REGULATIONS,  AND PUBLIC ORDINANCES.  Employee shall comply with all
     federal,  state,  and local  statutes,  regulations  and public  ordinances
     governing the work.

8.   CONFIDENTIAL  INFORMATION;  INVENTIONS; CONFLICTING EMPLOYMENT; RETURNING
     COMPANY  DOCUMENTS;  SOLICITATION  OF  EMPLOYEES;  NON-COMPETE.

     a.   COMPANY  INFORMATION:  Employee agrees at all times during the term of
          employment and thereafter,  to hold in strictest  confidence,  and not
          use,  except for the  benefit of the  Employer,  or to disclose to any
          person, firm or corporation without written authorization of the board
          of Directors  of the  Company,  any  Confidential  Information  of the
          Company.  Employee understands that Confidential Information means any
          company  proprietary  information,  technical  data,  trade secrets or
          know-how,  including,  but not limited to,  research,  product  plans,
          products,  services,  customer lists and customers (including, but not
          limited to,  customers of the company on whom Employee  called or with
          whom  Employee  became  acquainted  during  the  term of  employment),
          markets,  software,  developments,  inventions,  processes,  formulas,
          technology,  designs,  drawings,  engineering,  hardware configuration
          information,   marketing,  finances,  or  other  business  information
          disclosed  to me by the  company  either  directly  or  indirectly  in
          writing,  orally or by drawings or  inspection  of parts or equipment.
          Employee further  understands that  Confidential  Information does not
          include any of the foregoing items which has become publicly known and
          made generally available through no wrongful act of mine.

     b.   FORMER EMPLOYER INFORMATION. Employee agrees that she will not, during
          employment   with  the  company,   improperly   use  or  disclose  any
          proprietary  information  or trade secrets of any former or concurrent
          employer  or  other  person  or  entity  with  which  Employee  has an
          agreement  or  duty to keep in  confidence,  information  acquired  by
          Employee in confidence,  if any, and that Employee will not bring onto
          the premises of the Company any  unpublished  document or  proprietary
          information  belonging to any such  employer,  person or entity unless
          consented to in writing by such employer, person or entity.

     c.   THIRD  PARTY  INFORMATION.  Employee  recognizes  that the company has
          received  and in the future  will  receive  from third  parties  their
          confidential or proprietary  information  subject to a duty on certain
          limited  purposes.  Employee  agrees to hold all such  confidential or
          proprietary  information  in  the  strictest  confidence  and  not  to
          disclose it to any person,  firm or corporation or to use it except as
          necessary in carrying out my work for the company  consistent with the
          company's agreement with such third party.


<PAGE>
     d.   INVENTIONS  RETAINED AND  LICENSED:  Employee  has attached  hereto as
          Exhibit  A,  a list  describing  all  inventions,  original  works  of
          authorship,  developments,  improvements  and trade secrets which were
          made by me prior to employment with the company (collectively referred
          to as Prior inventions), which belong to Employee, which relate to the
          company's  purposed business,  products or hereunder;  or, if not such
          list is  attached,  Employee  represents  that there are no such prior
          inventions.  If in the course of employment wit the company,  Employee
          incorporates  into a  company  product,  process  or  machine  a prior
          invention owned by Employee or in which Employee has an interest,  the
          Company   is  hereby   granted   and  shall   have  a   non-exclusive,
          royalty-free,  irrevocable, perpetual, worldwide license to make, have
          made,  modify,  use and sell  such  prior  invention  as part of or in
          connection with such product, process or machine.

     e.   ASSIGNMENT OF INVENTIONS;  Employee agrees that she will promptly make
          full written  disclosure  to the  company,  will hold in trust for the
          sole  right  and  benefit  of the  company  and  hereby  assign to the
          company, or its designee, all right, title, and interest in and to any
          and  all  inventions,  original  works  of  authorship,  developments,
          concepts,  improvements or trade secrets, whither or not patentable or
          registrable  under copyright or similar laws,  which she may solely or
          jointly  conceive or develop or reduce to practice,  during the period
          of time she is in the employee of the company  (collectively  referred
          to as "Inventions"),  except as provided in Section i below.  Employee
          further  acknowledges  that all original works of authorship which are
          made by Employee  (solely or jointly with others)  within the scope of
          employment and which are  protectable by copyright are "works made for
          hire," as that term is defined in the United States Copyright Act.


<PAGE>
     f.   MAINTENANCE OF RECORDS:  Employee agrees to keep and maintain adequate
          and current  written  records of all inventions made by her (solely or
          jointly with others)  during the term of employment  with the company.
          The records will be in the form of notes,  sketches,  drawings and any
          other format that may be specified by the company. The records will be
          available to and remain the sole property of the company at all times.

     g.   PATENT  AND  COPYRIGHT  REGISTRATION:  Employee  agrees to assist  the
          company,  or its designee,  at the company's expense,  in every proper
          way  to  secure  the  company's  rights  in  the  inventions  and  any
          copyrights,  patents,  mask work rights or other intellectual property
          rights  relating  thereto  in any and  all  countries,  including  the
          disclosure to the company of all pertinent  information  and data with
          respect thereto,  the execution of all  applications,  specifications,
          oaths,  assignments and all other  instruments which the company shall
          deem  necessary  in order to apply for and obtain  such  rights and in
          order to assign and convey to the comp0any,  its  successors,  assigns
          and nominees the sole and exclusive rights,  title and interest in and
          to such inventions, and any copyrights,  patents, mask work rights, or
          other intellectual property rights relating thereto.  Employee further
          agrees that her obligation to execute or cause to be executed, when it
          is in her power to do so, any such instrument or papers shall continue
          after the  termination  of this  Agreement.  If the  company is unable
          because of Employee's  mental or physical  incapacity or for any other
          reason to secure  Employee's  signature  to apply for or to pursue any
          application  for any United  States or foreign  patents or  copyrights
          registrations  covering  inventions  or original  works of  authorship
          assigned to the company as above,  then  Employee  hereby  irrevocably
          designates and appoints  company and its duly authorized  officers and
          agents as agent and  attorney  in fact,  to act for and in behalf  and
          stead of Employee to execute and file any such  applications and to do
          all other  lawfully  permitted  acts to further  the  prosecution  and
          issuance of letters patent or copyright registrations thereon with the
          same legal force and effect as if executed by Employee.


<PAGE>
     h.   EXCEPTIONS TO ASSIGNMENTS. Employee understands that the provisions of
          this  Agreement  requiring  assignment of inventions to company do not
          apply to any invention  which  qualifies fully under the provisions of
          California  Labor Code Section 2870.  Employee will advise the company
          promptly  in  writing of any  inventions  that she  believes  meet the
          criteria  in  California  Labor Code  Section  2870 and not  otherwise
          disclosed on Exhibit A.

     i.   RETURNING  COMPANY  DOCUMENTS.  Employee  agrees that,  at the time of
          leaving the employ of the company she will deliver to the company (and
          will not keep in her possession or deliver to anyone else) any and all
          devices,   records,   data,   notes,   reports,    proposals,   lists,
          correspondence,   specifications,   drawings,  blueprints,   sketches,
          materials,  equipment, others documents, or property, or reproductions
          of  any  aforementioned   items  developed  by  Employee  pursuant  to
          employment with the company or otherwise belonging to the company, its
          successors or assigns.

     j.   SOLICITATION  OF EMPLOYEES.  Employee agrees that, for a period of one
          (1)  year   immediately   following  the   termination  of  Employee's
          relationship with the company for any reason,  whether with or without
          cause,  either directly or indirectly,  on behalf or in the service or
          on behalf of other, solicit, recruit or attempt to persuade any person
          to terminate such person's employment with the company, whether or not
          such person is a full-time  employee or whether or not such employment
          is pursuant to a written agreement or is at-will.

     k.   NON-COMPETE.  I agree  that I shall  not,  for a  period  of one  year
          immediately  following the  termination  of my  relationship  with the
          company for any reason, whether with or without cause, either directly
          or indirectly engage in any activity that competes with PhotoLoft,Inc.

9.        TERMINATION FOR CAUSE. This Agreement may be terminated at any time by
          Employer  without  prior  notice  thereof to Employee  and without any
          liability  owning to Employee under this Agreement under the following
          conditions, each of which shall constitute "Cause";


<PAGE>
     a.   FAILURE TO DISCHARGE DUTIES. Employee willfully neglects or refuses to
          discharge  her duties  hereunder  or refuses to comply with any lawful
          and  reasonable   instructions   given  to  her  by  Employer  without
          reasonable excuse;

     b.   BREACH. Employee shall have committed any material breach, or repeated
          or continued after written notice of any breach,  whether  material or
          not, of her obligations hereunder;

     c.   GROSS  MISCONDUCT.  Employee  is guilty of gross  misconduct.  For the
          purposes of this Agreement the following acts shall  constitute  gross
          misconduct:


<PAGE>
          i)   Any act  involving  fraud or  dishonesty  or breach of applicable
               regulations  of competent  authorities  in relation to trading or
               dealing with stocks, securities, investments and the like;

          ii)  The carrying  out of any activity or the making of any  statement
               which  would  prejudice  or impair the good name or  standing  of
               Employer or would bring Employer into contempt, ridicule or would
               reasonable  shock or offend any  community  in which  Employer is
               located;

          iii) Attendance at work in a state of  intoxication or otherwise being
               found in possession at her place of work any  prohibited  drug or
               substance,  possession  of  which  would  amount  to  a  criminal
               offense;

          iv)  Assault or other act of violence against any employee of Employer
               or other person during the course of his or her employment;

          v)   Harassment  or  disparagement  of  others  based  on  their  age,
               disability,  color,  national  origin,  race,  religion,  sex  or
               veteran status, including acts of sexual harassment or,

          vi)  Conviction  of  any  felony  or   misdemeanor   involving   moral
               turpitude.

10.       TERMINATION BY EMPLOYER FOR REASONS OTHER THAN CAUSE.  Notwithstanding
          anything  herein  to  the  contrary,   and  subject  to  the  survival
          provisions  of Paragraph  13.G hereof,  Employer  may  terminate  this
          Agreement  at any time with thirty (30) days prior  notice  thereof to
          Employee.  In  such  an  event,  Employer  shall  pay to  Employee  in
          accordance with Employer's  normal  practices;  1) the Base Salary; 2)
          vested Stock Options, 3) Medical,  Dental, Vision, Life and Disability
          Insurance,  5) and any unused  Vacation - for a period of one (1) year
          after the termination date.

11.       TERMINATION BASED UPON CHANGE OF CONTROL. In the event Employer enters
          into an agreement with another  person or entity,  the effect of which
          is to change the  control  of the  Employer,  then and in such  event,
          Employee  shall be exclusively  entitled to terminate this  Agreement,
          and in such  event,  Employer  shall  pay to  Employee  the  severance
          payments  in the  amount of one (1) year  base  salary,  and  benefits
          payable  through  the  end  of  the  term.  Additionally,   upon  such
          termination,  the vesting of all options to purchase  Common  Stock of
          the Company held by Employee shall be accelerated so that such options
          are immediately exercisable.  For purposes of this Agreement, the term
          "change of  control:  shall  mean:  (i) any change of equity such that
          more than fifty  (50%)  percent  (50%) of the  issued and  outstanding
          shares of the Company are  transferred to a third party;  (ii) or debt
          ownership,  including but not limited to conversion  rights of debt to
          equity of the Employer  such that more than fifty percent (50%) of the
          issued and  outstanding  shares are  transferred to a third party;  or
          (iii) a sale of substantially  all of Employer's  assets.  However,  a
          change  of  control  shall  not  include  a  public  offering  of  the
          securities of the Company.


<PAGE>
12.     TERMINATION  BY  EMPLOYEE.

     a.   VOLUNTARY  TERMINATION.  Employee may terminate this employment  under
          this  Agreement at any time with thirty (30) days prior written notice
          thereof to Employer. Upon such termination, Employee shall be entitled
          to her pro-rata Base Salary through the date of such  termination  and
          all stock options that have vested at that time.

     b.   RESIGNATION FOR GOOD CAUSE.  The  termination of her employment  under
          this  Agreement  by Employee  following  a  substantial  reduction  in
          Employee's  position or duties or material breach of this Agreement by
          Employer  shall be deemed a termination  by employee for reasons other
          than cause as set forth in paragraph 10 hereof.

     c.   TERMINATION  UPON DEATH.  This Agreement shall  terminate  immediately
          upon  Employee's  death.   Employee's  estate  shall  be  entitled  to
          Employee's  Base Salary up to twelve (12) months after the  Employee's
          death and earned Stock Options.  Medical,  Dental and Vision Insurance
          payments  shall  continue  for six (6) months from date of  Employee's
          death.

GENERAL PROVISIONS.

     a.   AMENDMENT. This Agreement may be amended or modified only by a writing
          signed by both of the parties hereto.

     b.   BINDING AGREEMENT. This Agreement shall inure to the benefit of and be
          binding upon Employee, his or her heirs and personal  representatives,
          and Employer, its successors and assigns.

     c.   WAIVER.  The  waiver  by  either  party of a breach  of any  provision
          contained in this Agreement  shall not be construed as or operate as a
          waiver of any subsequent breach.

     d.   NOTICES

          i)   All notices and all other communication provided for herein shall
               be in writing and delivered  personally  to the other  designated
               party, or mailed by certified or registered mail,  return receipt
               requested or delivered by a recognized national overnight courier
               service, or sent by facsimile as follows:

          If to Employer to: Mr. Patrick Dane
                             Director

          If to Employee to: Mr. Jack Marshall
                             CEO, President, Treasurer


<PAGE>
          If Employee has provided  notice to Employer that he is represented by
          counsel,  Employer  shall  copy  Employee's  counsel  at  the  address
          specified.  Employee  agrees  and  understands  that any legal fees or
          expenses  incurred by him in  connection  with this  Agreement are his
          sole  responsibility and Employer shall not reimburse Employee for any
          portion of such fees or expenses.

          ii)  All notices  sent under this  Paragraph  13 shall be deemed given
               twenty-four  (24) hours  after sent by  facsimile  or courier and
               seventy-two  (72) hours  after sent by  certified  or  registered
               mail.

          iii) Either  party hereto may change the address to which notice is to
               be sent  hereunder  by  written  notice  to the  other  party  in
               accordance with the provisions of this Paragraph.

     e.   GOVERNING  LAW. This  Agreement  shall be governed by and construed in
          accordance with the laws of the State of California, without regard to
          principles of conflicts of laws.

     f.   ENTIRE  AGREEMENT.  This  Agreement  contains  the full  and  complete
          understanding of the parties hereto with respect to the subject matter
          contained herein and this Agreement  supersedes and replaces any prior
          agreement  , either  oral or  written,  which  Employee  may have with
          Employer that relates generally to the same subject matter.

     g.   SURVIVAL.  Notwithstanding  any  expiration  or  termination  of  this
          Agreement,  the provisions of this agreement  shall survive and remain
          in full force and effect, as shall any other provision hereof that, by
          its terms or reasonable interpretation thereof, sets forth obligations
          that extend beyond the termination of this Agreement.

     h.   ASSIGNMENT. This Agreement may not be assigned by Employee without the
          prior written consent of Employer, and any attempted assignment not in
          accordance  herewith shall be null and void and of no force or effect.
          Employer can assign this  Agreement to any Affiliate  with  Employee's
          written consent.  Thereafter, any such assignee shall be considered to
          be the  Employer  for all  purposes  under  this  Agreement;  provided
          however, that references to previous incentive bonuses shall be deemed
          to include incentive bonuses paid by any assignor.

     i.   SEVERABILITY.  If any one or more of the terms, provisions,  covenants
          or  restrictions  of this Agreement  shall be determined by a court of
          competent jurisdiction to be invalid, void or unenforceable,  then the
          remainder of the terms, provisions, covenants and restrictions of this
          Agreement  shall remain in full force and effect,  and to that end the
          provisions hereof shall be deemed severable.

     j.   PARAGRAPH  HEADING.  The  section  headings  set forth  herein are for
          convenience  of  reference  only and shall not affect  the  meaning or
          interpretation of this Agreement whatsoever.

     k.   VOLUNTARY  AGREEMENT.  Employee and Employer  represent and agree that
          each has reviewed all aspects of this  Agreement,  has carefully  read
          and  fully  understands  all  provisions  of  this  Agreement,  and is
          voluntarily  entering into this Agreement.  Each party  represents and
          agrees that such party has had the  opportunity  to review any and all
          aspects of this Agreement with legal, tax or other advisers(s) of such
          party's choice before executing this Agreement.


<PAGE>
13.     REMEDIES.

          ARBITRATION  OF  DISAGREEMENTS.  Any  dispute,  controversy  or  claim
          arising  out of or relating to the  obligations  under this  Agreement
          shall be settled by final and binding  arbitration in accordance  with
          the American  Arbitration  Association  Employment  Dispute Resolution
          Rules.  The  arbitrator  shall be selected by mutual  agreement of the
          parties,  if  possible.  If the parties fail to reach  agreement  upon
          appointment of an arbitrator  within 30 days following  receipt by one
          party  of the  other  party's  notice  of  desire  to  arbitrate,  the
          arbitrator  shall  be  selected  from a panel  or  panels  of  persons
          submitted by the American  Arbitration  Association  (the "AAA").  The
          selection  process  shall  be  that  which  is set  forth  in the  AAA
          Employment Dispute Resolution Rules,  except that, if the parties fail
          to select an  arbitrator  from one or more panels,  AAA shall not have
          the  power  to  make an  appointment  but  shall  continue  to  submit
          additional panels until an arbitrator has been selected.

          All fees and expenses of the  arbitration,  including a transcript  if
          requested,  will be borne by the  Employer.  Any  action to enforce or
          vacate  the  arbitrator's  award  shall  be  governed  by the  Federal
          Arbitration Act, if applicable, and otherwise by California state law.

     IN WITNESS WHEREOF, the parties hereto have executed,  or caused their duly
     authorized  representative to execute,  this Agreement as of the date first
     above written.


     EMPLOYER                         EMPLOYEE
     Patrick  Dane                    Kay  Wolf  Jones

     BY:


<PAGE>
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT



THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  effective as of the 10th day of May,
2000,  between PhotoLoft.com, a Nevada corporation having its principal place of
business  at  300  Orchard  City  Drive,  Suite  142, Campbell, California 98005
("Employer"  or  the  "Company"),  and  Jack  Marshall  ("Employee").

                                   WITNESSETH:

WHEREAS,  Employer  AND  employee  Have  entered  into  that  certain Employment
Agreement  dated  March  15,  2000  ("Employment  Agreement");



WHEREAS,  Employer  and  Employee  desire  to  amend  and restate the Employment
Agreement, in its entirety as set forth herein ("Amended and Restated Employment
Agreement");



WHEREAS,  Employer  desires to employ Employee upon the terms and subject to the
conditions  hereinafter  set  forth,  and  Employee  desires  to  accept  such
employment;



NOW,  THEREFORE,  for and in consideration of the premises, the mutual promises,
covenants  and  agreements  contained  herein,  and  for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto,  intending  to be legally bound, agree to amend and restate the
Employment  Agreement,  hereby  enter  into  the Amended and Restated Employment
Agreement,  and  hereby  agree  as  follows.

     1.   EMPLOYMENT.  Subject to the terms and  conditions  of this  Agreement,
          Employer  shall  employ  Employee  and  Employee  hereby  accepts such
          employment.

     2.   TERM.  The  term  of this Agreement shall be for the period from April
          30,  2000  trough  April  30,  2002  (the  "Initial  Term").

     3.   POSITION  AND  DUTIES.

          a.   POSITION.  Employee  shall  serve  as  CEO  and  Chairman  of the
               Executive  Committee  until such time as a President  is hired by
               Employer in accordance  with  paragraph 6.5 of the Stock Purchase
               Agreement dated April 18, 2000 between  Intellect  Capital Group,
               LLC and  Employer.  Employees  duties  as CEO are  set  forth  in
               Exhibit A attached hereto. At such time, Employee shall resign as
               the CEO and shall take the position of Vice Chairman and Chairman
               of the Executive Committee.  Employee's duties in connection with
               the position of Chairman of the Executive Committee are set forth
               in Exhibit A attached hereto.
                  ---------

          b.   FULL  TIME   EFFORTS.   Employee   shall  perform  and  discharge
               faithfully, diligently and to the best of his ability such duties
               and  responsibilities  and shall devote his full-time  efforts to
               the business and affairs of Employer.


<PAGE>
          c.   NO  INTERFERENCE  WITH DUTIES.  Employee shall not devote time to
               other  activities  that  would,  in the  sole  discretion  of the
               Employer,   inhibit  or  otherwise   interfere  with  the  proper
               performance of his or her duties.

     4.   WORK STANDARD. Employee hereby agrees that he will at all times comply
          with  and  abide  by all  terms  and  conditions  set  forth  in  this
          Agreement,  and all applicable work policies,  procedures and rules as
          may be issued by Employer.

     5.   COMPENSATION.

          a.   BASE  SALARY.  Subject to the terms and  conditions  set forth in
               this Agreement,  Employer shall pay Employee,  and Employee shall
               accept,  a salary ("Base  Salary") at the annual rate of $240,000
               for all services rendered during the term of this Agreement. Base
               Salary shall be reviewed no less  frequently  than annually.  The
               Base  Salary  is  not  to be  considered  in  any  way  to  limit
               Employee's  opportunity to receive appropriate  increases in Base
               Salary,  at  Employer's  discretion,  during  the  term  of  this
               Agreement.  The  Base  Salary  shall be paid in  accordance  with
               Employer's normal payroll procedures.

          b.   INCENTIVE BONUS. Subject to the terms and conditions set forth in
               this Agreement,  Employer shall pay Employee,  and Employee shall
               accept,  an annual bonus  ("Incentive  Bonus") to be no less than
               25% of  Employee's  Base Salary as defined by this  Agreement  if
               Employer meets the financial  goals of the Business Plan (Exhibit
               C),  including,  but  not  limited  to,  net  revenue,  operating
               expenses and operating  income (as those terms ate defined in the
               Business Plan) and the  consummation of an investment by at least
               one strategic investor in each


<PAGE>
               year of  this  contract.  Employee  is  eligible  to  receive  an
               additional 25% of Base Salary when certain additional performance
               criteria and milestones,  which shall be established by the Board
               of  Directors  within  S  months  of  the  commencement  of  this
               Agreement, are achieved,

          c.   STOCK  OPTIONS.  Employer will grant to Employee stock options to
               purchase  up to  200,000  shares of  Common  Stock  when  certain
               additional  performance  criteria and milestones,  which shall be
               established  by the  Board of  Directors  within 3 months  of the
               commencement of this Agreement,  are achieved (these criteria may
               be different  than those  established  under  subsection  5b). In
               addition,  Employee will be eligible for  participation in future
               grants to employees at the  discretion of the Board of Directors.
               The options  referenced in this subsection 5c will be issued at a
               price equal to the fair market  value of the Common  Stock at the
               time the options are  granted.  Employee's  current  Stock Option
               Agreement  (relating to a total of 1,551,209 shares under option,
               including   options  already  vested)  shall  remain  in  effect.
               Employee's  Stock  Option  Agreement  that shall remain in effect
               does not include the 750,000 options referenced in the Employment
               Agreement dated March 15, 2000.


<PAGE>
          d.   WITHHOLDING.  All  compensation  payable to Employee  pursuant to
               this Agreement  shall be subject to, and Employer will deduct and
               withhold,  all applicable  federal,  state and local withholding,
               employment, social security, and other similar taxes.

     6.   FRINGE BENEFITS.  During the term of Employee's  employment under this
          Agreement, Employee shall receive the fringe benefits described below:

          a.   MEDICAL, DENTAL, VISION, LIFE AND DISABILITY INSURANCE.  Employer
               shall  provide  Employee  and  eligible  dependents  ("spouse and
               children under 21 years of age") with medical,  dental and vision
               insurance coverage.  Life and disability  insurance coverage will
               be provided by  Employer to Employee at an amount  determined  by
               the  Board  of  Directors,  but in no  event  less  than  one and
               one-half (1 1/2.) times Employee's annual salary.

          b.   VACATION.  Employee  is  eligible  to  accrue  four (4)  weeks of
               vacation per calendar year.  Employee may not have more than four
               weeks of accrued and unused vacation at any time.

          c.   OUT OF POCKET  EXPENSES.  Employer  will  reimburse  Employee for
               reasonable out of pocket  expenses ("out of pocket  expenses") as
               incurred  by the  Employee  in the  normal  course  of  business,
               including but not limited to corporate entertainment, non-capital
               purchases and corporate  travel,  subject to the Company's normal
               reimbursement policies.


<PAGE>
     7.   LAWS, REGULATIONS,  AND PUBLIC ORDINANCES.  Employee shall comply with
          all  federal,  state,  and  local  statutes,  regulations  and  public
          ordinances governing the work.

     8.   CONFIDENTIAL   INFORMATION;    INVENTIONS;   CONFLICTING   EMPLOYMENT;
          RETURNING COMPANY DOCUMENTS;  SOLICITATION OF EMPLOYEES;  NON-COMPETE;
          INEVITABLE DISCLOSURE.

          a.   COMPANY INFORMATION: Employee agrees at all times during the term
               of employment and  thereafter,  to hold in strictest  confidence,
               and not  use,  except  for the  benefit  of the  Employer,  or to
               disclose  to any  person,  firm or  corporation  without  written
               authorization  of the  Board of  Directors  of the  Company,  any
               Confidential  Information  of the Company.  Employee  understands
               that  Confidential  Information  means  any  Company  proprietary
               information,   technical   data,   trade   secrets  or  know-how,
               including, but not limited to, research, product plans, products,
               services,  customer  lists  and  customers  (including,  but  not
               limited to,  customers of the Company on whom Employee  called or
               with whom  Employee  became  acquainted  during  the term of this
               Agreement),   markets,   software,   developments,    inventions,
               processes, formulas, technology,  designs, drawings, engineering,
               hardware configuration information, marketing, finances, or other
               business information  disclosed to Employee by the Company either
               directly  or  indirectly  in  writing,  orally or by  drawings or
               inspection of parts or equipment.  Employee  further  understands
               that  Confidential  Information  does  not  include  any  of  the
               foregoing   items  which  has  become  publicly  known  and  made
               generally available through no wrongful act of Employee.


<PAGE>
          b.   FORMER  EMPLOYER  INFORMATION.  Employee agrees that he will not,
               during  his  employment  with  the  Company,  improperly  use  or
               disclose  any  proprietary  information  or trade  secrets of any
               former or  concurrent  employer  or other  person or entity  with
               which  Employee has an  agreement or duty to keep in  confidence,
               information acquired by Employee in confidence,  if any, and that
               Employee  will not bring onto the  premises  of the  Company  any
               unpublished document or proprietary  information belonging to any
               such employer, person or entity unless consented to in writing by
               such employer, person or entity.

          c.   THIRD PARTY INFORMATION. Employee recognizes that the Company has
               received and in the future will receive from third  parties their
               confidential  or  proprietary  information  subject  to a duty on
               certain  limited  purposes.  Employee  agrees  to hold  all  such
               confidential   or   proprietary   information  in  the  strictest
               confidence  and  not  to  disclose  it to  any  person,  firm  or
               corporation  or to use it except as necessary in carrying out his
               work for the Company consistent with the Company's agreement with
               such third party.


<PAGE>
          d.   INVENTIONS RETAINED AND LICENSED: Employee has attached hereto as
               Exhibit A, a list  describing all  inventions,  original works of
               authorship,  developments,  improvements  and trade secrets which
               were  made by  Employee  prior to  employment  with  the  Company
               (collectively  referred to as Prior inventions),  which belong to
               Employee,  which  relate  to  the  Company's  purposed  business,
               products or hereunder; or, if no such list is attached,  Employee
               represents  that there are no such prior  inventions.  If, in the
               course of employment with the Company, Employee incorporates into
               a Company product,  process or machine a prior invention owned by
               Employee or in which  Employee  has an  interest,  the Company is
               hereby  granted  and shall  have a  non-exclusive,  royalty-free,
               irrevocable,  perpetual,  worldwide  license to make,  have made,
               modify,  use  and  sell  such  prior  invention  as part of or in
               connection with such product, process or machine.

          e.   ASSIGNMENT OF INVENTIONS:  Employee  agrees that he will promptly
               make full written  disclosure to the Company,  will hold in trust
               for the sole right and benefit of the  Company and hereby  assign
               to the  Company,  or its  designee,  all his  right,  title,  and
               interest  in and to any and all  inventions,  original  works  of
               authorship,   developments,   concepts,   improvements  or  trade
               secrets, whither or not patentable or registrable under copyright
               or  similar  laws,  which he may solely or  jointly  conceive  or
               develop or reduce to practice, during the period of time he is in
               the  employee  of  the  Company  (collectively   referred  to  as
               "Inventions"),  except as provided  in Section h below.  Employee
               further  acknowledges that all original works of authorship which
               are made by him (solely or jointly with others)  within the scope
               of his  employment  and which are  protectable  by copyright  are
               "works  made for  hire," as that term is  defined  in the  United
               States Copyright Act.


<PAGE>
          f.   MAINTENANCE  OF  RECORDS:  Employee  agrees to keep and  maintain
               adequate and current  written  records of all inventions  made by
               him  (solely  or  jointly  with  others)  during  the term of his
               employment  with the Company.  The records will be in the form of
               notes,  sketches,  drawings  and any  other  format  that  may be
               specified  by the  Company.  The records will be available to and
               remain the sole property of the Company at all times.

          g.   PATENT AND COPYRIGHT REGISTRATION:  Employee agrees to assist the
               Company,  or its  designee,  at the Company's  expense,  in every
               proper way to secure the Company's  rights in the  inventions and
               any copyrights,  patents,  mask work rights or other intellectual
               property  rights  relating  thereto  in any  and  all  countries,
               including  the   disclosure  to  the  Company  of  all  pertinent
               information and data with respect  thereto,  the execution of all
               applications,  specifications,  oaths,  assignments and all other
               instruments  which the Company  shall deem  necessary in order to
               apply for and  obtain  such  rights  and in order to  assign  and
               convey to the Company,  its successors,  assigns and nominees the
               sole and  exclusive  rights,  title and  interest  in and to such
               inventions, and any


<PAGE>
               copyrights,  patents,  mask work  rights,  or other  intellectual
               property rights relating  thereto.  Employee  further agrees that
               his obligation to execute or cause to be executed,  when it is in
               his power to do so, any such  instrument or papers shall continue
               after the termination of this Agreement. If the Company is unable
               because of  Employee's  mental or physical  incapacity or for any
               other  reason to secure  Employee's  signature to apply for or to
               pursue any  application  for any United States or foreign patents
               or copyrights registrations covering inventions or original works
               of  authorship  assigned to the Company as above,  then  Employee
               hereby  irrevocably  designates and appoints Company and its duly
               authorized officers and agents as his agent and attorney in fact,
               to act for and in Employee's behalf and stead to execute and file
               any such applications and to do all other lawfully permitted acts
               to further the  prosecution  and  issuance  of letters  patent or
               copyright  registrations  thereon  wit the same  legal  force and
               effect as if executed by Employee.

          h.   EXCEPTIONS TO ASSIGNMENTS.  In accordance with Employer's  policy
               and California  law, this  Agreement  (other than Section e) does
               not  apply  to,  and  Employee  has no  obligation  to  assign to
               Employer,  any invention that Employee  develops  entirely on his
               own  time   without   using   Employer's   equipment,   supplies,
               facilities,  or trade secret  information except those inventions
               that either: (1) relate at the time of conception or reduction to
               practice of the  invention to Employer's  business,  or actual or
               demonstrably anticipated research development of Employer; or (2)
               result from any work performed by Employee for Employer, Employee
               will  advise the Company  promptly  in writing of any  inventions
               that he believes  meet the  criteria'  in  California  Labor Code
               Section 2870 and not otherwise disclosed on Exhibit A.

          i.   RETURNING COMPANY DOCUMENTS. Employee agrees that, at the time of
               leaving the employ of the Company be will  deliver to the Company
               (and will not keep in his  possession  or deliver to anyone else)
               any and all devices,  records,  data, notes, reports,  proposals,
               lists,  correspondence,   specifications,  drawings,  blueprints,
               sketches, materials, equipment, others documents, or property, or
               reproductions of any  aforementioned  items developed by Employee
               pursuant  to  his  employment   with  the  Company  or  otherwise
               belonging to the Company, its successors or assigns.

          j.   SOLICITATION OF EMPLOYEES. Employee agrees that he shall not, for
               a period of one year immediately following the termination of his
               relationship  with  Employer  for  any  reason,  whether  with or
               without cause,  either directly or indirectly,  on his own behalf
               or in the service of or on behalf of others, solicit,  recruit or
               attempt  to  persuade  any  person  to  terminate  such  person's
               employment  with the  Company,  whether  or not such  person is a
               full-time  employee or whether or not such employment is pursuant
               to a written agreement or is at-will.


<PAGE>
          k.   INEVITABLE DISCLOSURE. After Employee's employment has terminated
               Employee  shall not  accept  employment  with any  competitor  of
               Employer,  where  the new  employment  is likely to result in the
               inevitable disclosure of Employer's trade secrets or confidential
               information,  or it would be  impossible  for Employee to perform
               his  new  job  without  using  or  disclosing  trade  secrets  or
               confidential information.

     9.     TERMINATION.

          a.   TERMINATION UPON COMPLETION OF INITIAL TERM. Unless terminated at
               an earlier  date  pursuant to Section 9b or  Sections  10-12 this
               Agreement shall terminate on April 30, 2001.

          b.   TERMINATION  FOR CAUSE.  This  Agreement may be terminated at any
               time by Employer  without  prior  notice  thereof to Employee and
               without any liability owning to Employee under this Agreement, in
               subjective  good faith  belief of Employer,  under the  following
               conditions, each of which shall constitute "Cause";

               1.   FAILURE TO DISCHARGE DUTIES.  Employee willfully neglects or
                    refuses  to  discharge  his duties  hereunder  or refuses to
                    comply with any lawful and reasonable  instructions given to
                    him by Employer

               2.   BREACH.  Employee shall have  committed any material  breach
                    and such  breach is  repeated  or  continued  after  written
                    notice of any breach of his obligations hereunder


<PAGE>
               3.   GROSS  MISCONDUCT.  Employee is guilty of gross  misconduct,
                    For the purposes of this  Agreement the following acts shall
                    constitute gross misconduct:

                    i)   Any   act    involving    fraud   or    dishonesty   or
                         misappropriation  of  funds  or  breach  of  applicable
                         regulations  of  competent  authorities  in relation to
                         trading or dealing with stocks, securities, investments
                         and the like;

                    ii)  The  carrying  out of  any  activity  or  intentionally
                         making of any statement  which would, in the good faith
                         judgment of Employer, prejudice or impair the good name
                         or standing of  Employer or would bring  Employer  into
                         contempt,  ridicule or may  reasonably  shock or offend
                         any community in which Employer is located;

                    iii) Attendance  at  work  in a  state  of  intoxication  or
                         otherwise  being  found in  possession  at his place of
                         work any  prohibited  drug or substance,  possession of
                         which would amount to a criminal offense;

                    iv)  Assault or other act of violence  against any  employee
                         of  Employer or other  person  during the course of his
                         employment;

                    v)   Harassment  or  disparagement  of others based on their
                         age,   disability,   color,   national  origin,   race,
                         religion,  sex or  veteran  status,  including  acts of
                         sexual harassment or,


<PAGE>
                    vi)  Conviction of any felony,  or  misdemeanor  that in the
                         good  faith   judgment  of  Employer   involves   moral
                         turpitude.

     10.  TERMINATION BY EMPLOYER FOR REASONS OTHER THAN CAUSE.  Notwithstanding
          anything herein to the contrary, Employer may terminate this Agreement
          at any time with thirty (30) days prior notice thereof to Employee. In
          such an event,  Employer  shall pay to Employee all accrued but unpaid
          salary,  earned  bonus  and  accrued  vacation  through  the  date  of
          termination, and the lesser of (i) the Base Salary for 12 months after
          the termination in accordance with the Employer's normal practices, or
          (ii)  the Base  Salary  for the  remaining  life of the  contract.  In
          addition,  the vesting of all options to purchase  Common Stock of the
          Company held by Employee, under this Agreement or any other agreement,
          shall be accelerated so that such options are immediately exercisable,
          including  bonus  options to the extent that those  options  have been
          granted as of the date of  termination.  In  addition,  Employer  will
          continue to provide to Employee for 12 months Medical, Dental, Vision,
          Life and Disability  Insurance.  To be eligible for these payments and
          benefits  upon  termination  by Employer for Reasons Other than Cause,
          Employee must execute a Full General  Release  Agreement  ("Release").
          Employer  shall have no further  obligations  to  Employee  under this
          Agreement.

     11.  TERMINATION BASED UPON CHANGE OF CONTROL.


<PAGE>
          If the Employee's  employment is terminated,  without  "Cause," during
          the first 12 months  following a Change in Control (as defined below),
          Employee  shall be entitled to receive two (2) years Base Salary,  50%
          of Base Salary as  Incentive  Bonus and  benefits  through the term of
          this Agreement.  Additionally,  upon such termination,  the vesting of
          all options to purchase  Common  Stock of the Company held by Employee
          shall be accelerated so that such options are immediately exercisable.
          To be eligible  for this  payment,  Employee  must  execute a Release,
          Employer  shall have no further  obligations  to  Employee  under this
          Agreement.  For  purposes of this  Section 11 and for purposes of this
          Agreement,  the term Change of Control:  shall mean: (i) any change of
          equity  such that more than  fifty  percent  (50%) of the  issued  and
          outstanding  shares of the Company are  transferred  to a third party;
          (ii) or debt ownership, including but not limited to conversion rights
          of debt to equity of the  Employer  such that more than fifty  percent
          (50%) of the issued and outstanding  shares are transferred to a third
          party;  or (iii) a sale of  substantially  all of Emp1oyer'  assets or
          (iv)  issuance  of equity  securities  in an amount in excess of fifty
          percent  (50%) of the  outstanding  shares  at the  time of  issuance.
          However,  a change of control  shall  specifically  exclude (i) public
          offering of the  securities  of the  Company,  and (ii) the  Employers
          Stock Purchase Agreement with Intellect Capital Group, LLC dated April
          18, 2000.

     12.  TERMINATION BY EMPLOYEE.

       a. VOLUNTARY  TERMINATION.  Employee may terminate his  employment  under
          this  Agreement at any time with thirty (30) days prior written notice
          thereof to Employer. Upon such termination, Employee shall be entitled
          to his pro-rata Base Salary and pro-rata  Incentive  Bonus through the
          date of such  termination  and all stock  options  that have vested at
          that time.


<PAGE>
       b. RESIGNATION FOR GOOD CAUSE.  The termination of Employee's  employment
          under this  Agreement  by Employee  shall be deemed a  termination  by
          Employer for reasons other than cause if:

          (i) removal of the Employee from the Executive  Committee or a similar
          reduction in position or duties; and

          (ii) Employer  materially  breaches its  obligations to Employee under
          this Agreement.

     TERMINATION UPON DEATH OR DISABILITY. To the extent consistent with federal
     and state law,  Employee's  employment,  salary, and accrual of commissions
     shall terminate on his death or disability.  "Disability"  means any health
     condition,  physical or mental, or other cause beyond  Employee's  control,
     that  prevents  him from  performing  his  duties,  even  after  reasonable
     accommodation  is made by Employer,  for a period of 180  consecutive  days
     within  any 360 day  period.  In the event of  termination  due to death or
     disability,  Employer shall pay employee (or his legal  representative) his
     salary prorated  through the date of termination,  at the rate in effect at
     the time of  termination,  together with any benefits,  including,  without
     limitation,  prorated  bonus  and  vacation,  accrued  through  the date of
     termination. Employer shall have no further obligations to Employee (or his
     legal representative) under this Agreement.

     GENERAL  PROVISIONS.


<PAGE>
          a.   AMENDMENT.  This  Agreement  may be amended or modified only by a
               writing signed by both of the parties hereto.

          b.   BINDING  AGREEMENT.  This Agreement shall inure to the benefit of
               and be  binding  upon  Employee,  his or her heirs  and  personal
               representatives, and Employer, its successors and assigns.

          c.   WAIVER.  The waiver by either party of a breach of any  provision
               contained in this Agreement  shall not be construed as or operate
               as a waiver of any subsequent breach.

          d.   NOTICES

          i)   All notices and all other communication provided for herein shall
               be in writing and delivered  personally  to the other  designated
               party, or mailed by certified or registered mail,  return receipt
               requested or delivered by a recognized national overnight courier
               service, or sent by facsimile as follows:

          If to Employer to:     Mr.  Patrick  Dane
                                 Director

          If to Employee to:     Mr.  Jack  Marshall
                                 CEO

               If  Employee  has  provided   notice  to  Employer   that  he  is
               represented by counsel, Employer shall copy Employee's counsel at
               the address  specified.  Employee agrees and understands that any
               legal fees or expenses  incurred by him in  connection  with this
               Agreement  are his sole  responsibility  and  Employer  shall not
               reimburse Employee for any portion of such fees or expenses.


<PAGE>
          ii)  All notices  sent under this  Paragraph  13 shall be deemed given
               twenty-four  (24) hours  after sent by  facsimile  or courier and
               seventy-two  (72) hours  after sent by  certified  or  registered
               mail.

          iii) Either  party hereto may change the address to which notice is to
               be sent  hereunder  by  written  notice  to the  other  party  in
               accordance with the provisions of this Paragraph.

     e.   GOVERNING  LAW. This  Agreement  shall be governed by and construed in
          accordance with the laws of the State of California  without regard to
          principles of conflicts of laws.

     f.   INJUNCTIVE  RELIEF.  Employee  acknowledges  that the  services  to be
          rendered under this Agreement and the items  described in Section 8 is
          of a special,  unique and  extraordinary  character,  that it would be
          difficult  or  impossible  to replace such  services or to  compensate
          Employer in money damages for a breach of this Agreement. Accordingly,
          Employee agrees and consents that it he violates any of the provisions
          of this  Agreement,  Employer,  in  addition  to any other  rights and
          remedies  available  under  this  Agreement  or  otherwise,  shall  be
          entitled to temporary and  permanent  injunctive  relief,  without the
          necessity  of proving  actual  damages and without  the  necessity  of
          posting any bond or other undertaking in connection therewith.

     g.   ENTIRE  AGREEMENT.  This  Agreement  contains  the full  and  complete
          understanding of the parties hereto with respect to the subject matter
          contained herein and this Agreement  supersedes and replaces any prior
          agreement,  either  oral or  written,  which  Employee  may have  with
          Employer that relates generally to the same subject matter.


<PAGE>
     h.   SURVIVAL.  Notwithstanding  any  expiration  or  termination  of  this
          Agreement,  the provisions of this agreement  shall survive and remain
          in full force and effect, as shall any other provision hereof that, by
          its terms or reasonable  interpretation thereof sets forth obligations
          that extend beyond the termination of this Agreement.

     i.   ASSIGNMENT. This Agreement may not be assigned by Employee without the
          prior written consent of Employer, and any attempted assignment not in
          accordance  herewith shall be null and void and of no force or effect.
          Employer can assign this  Agreement to any Affiliate  with  Employee's
          written consent.  Thereafter, any such assignee shall be considered to
          be the  Employer  for all  purposes  under  this  Agreement;  provided
          however, that references to previous incentive bonuses shall be deemed
          to include incentive bonuses paid by any assignor.

     j.   SEVERABILITY.  If any one or more of the terms, provisions,  covenants
          or  restrictions  of this Agreement  shall be determined by a court of
          competent jurisdiction to be invalid, void or unenforceable,  then the
          remainder of the terms, provisions, covenants and restrictions of this
          Agreement  shall remain in full force and effect,  and to that end the
          provisions hereof shall be deemed severable.

     k.   PARAGRAPH  HEADING.  The  section  headings  set forth  herein are for
          convenience  of  reference  only and shall not affect  the  meaning or
          interpretation of this Agreement whatsoever.


<PAGE>
     l.   VOLUNTARY  AGREEMENT.  Employee and Employer  represent and agree that
          each has reviewed all aspects of this  Agreement,  has carefully  read
          and  fully  understands  all  provisions  of  this  Agreement,  and is
          voluntarily  entering into this Agreement.  Each party  represents and
          agrees that such party has had the  opportunity  to review any and all
          aspects of this Agreement with legal, tax or other advisers(s) of such
          party's choice before executing this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed,  or caused their duly
     authorized  representative to execute,  this Agreement as of the date first
     above written.



     EMPLOYER                                   Jack  Marshall
     Patrick  Dane


     BY:


<PAGE>
                                    EXHIBIT A
                                    ---------

The  Employee  shall  have  the  following  duties:

A.     CEO
       ---

The Employee shall serve the Employer in the position of Chief Executive Officer
("CEO")  and  a  Member  of  the Executive Committee. In such capacity, Employee
shall,  as  part of the Executive Committee, manage the day to day operations of
the  Company,  lead  the  development  of  the  Company's  vision, business, and
recruitment  of employees develop the business strategy, positioning and product
or  service  focus  of  the Company and such other and different tasks as may be
required  or  requested  by  the  Board of Director and the Executive Committee.

B.     Chairman  of  the  Executive  Committee  and  Vice  Chairman
       ------------------------------------------------------------

Employee  shall  chair  the Executive Committee, which shall, be responsible for
the  strategic  direction  of  the  Company,  including  but  not  limited  to,
"evangelizing"  the Company, identifying business opportunities for the Company,
setting  the  direction  and  focus  of  the  Company's research and development
effort,  development  of  new  product or service offerings for the Company, and
such  other  and different tasks as may be required or requested by the Board of
Directors.


<PAGE>
                              EMPLOYMENT AGREEMENT
                              --------------------


          THIS  EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this
26th day of June, 2000, by and between PhotoLoft.com, Inc., a Nevada corporation
----
("Employer"),  and  Brian  Dowd,  an  individual  ("Employee").

                                    RECITALS
                                    --------

          A.     WHEREAS,  Employee  has  experience and expertise applicable to
employment  with Employer to perform as the Chief Financial Officer of Employer,
Employer  has  agreed  to  employ Employee and Employee has agreed to enter into
such  employment,  on  the  terms  set  forth  in  this  Agreement.

          B.     WHEREAS, Employee acknowledges that this Agreement is necessary
for the protection of Employer's investment in its business, goodwill, products,
methods  of  operation,  information,  and  relationships with its customers and
other  employees.

          C.     WHEREAS, Employer acknowledges that Employee desires definition
of  his  compensation  and  benefits,  and  other  terms  of  his  employment.

          NOW,  THEREFORE,  in  consideration  thereof  and of the covenants and
conditions  contained  herein,  the  parties  agree  as  follows:


                                    AGREEMENT
                                    ---------


     1.     TERM  OF  AGREEMENT
            -------------------

          1.1     Initial  Term.  The initial term of this Agreement shall begin
                  -------------
on __________ ("Commencement Date") and shall continue until the earlier of: (a)
the date on which it is terminated pursuant to Section 5; or (b) three (3) years
following  the  Commencement  Date ("Initial Term"). After the expiration of the
Initial  Term, Employee shall be employed on an at-will basis, with either party
able  to  terminate  the  employment,  with or without cause and with or without
notice.



     2.     EMPLOYMENT
            ----------

          2.1     Employment  of Employee. Employer agrees to employ Employee to
                  -----------------------
render  services  on  the  terms  set forth herein. Employee hereby accepts such
employment  on  the  terms  and  conditions  of  this  Agreement.

          2.2     Position  and  Duties.  Employee  shall  serve  as  the  Chief
                  ---------------------
Financial  Officer  of  Employer,  reporting  to  the  Chief  Executive
Officer/President  of  Employer, and as a member of the Executive Committee, and
shall  have  the general powers and duties of management usually vested in those
offices  in  a corporation and such other powers and duties as may be prescribed
from  time  to  time  by  the  Board  of  Directors.


<PAGE>
          2.3     Standard  of  Performance. Employee agrees that be will at all
                  -------------------------
times  faithfully  and  industriously and to the best of his ability, experience
and  talents  perform  all  of  the  duties that may be required of and from him
pursuant  to the terms of this Agreement. Such duties shall be performed at such
place  or places as the interests, needs, business and opportunities of Employer
shall  require  or  render  advisable.

               2.4     Exclusive  Service.  Employee  shall  devote  all  of his
                       ------------------
business  energies  and  abilities  and  all  of  his  productive  time  to  the
performance  of  his  duties  under  this  Agreement (reasonable absences during
holidays  and  vacations  excepted),  and  shall  not, without the prior written
consent  of  Employer,  render to others any service of any kind (whether or not
for  compensation)  that,  in  the  sole  opinion  of Employer, would materially
interfere  with  the  performance  of  his  duties  under  this  Agreement.

               Employee  shall  not,  without  the  prior  written  consent  of
Employer,  maintain  any  affiliation  with,  whether  as  an agent, consultant,
employee,  officer,  director,  trustee  or  otherwise, nor shall he directly or
indirectly  render  any  services  of  an  advisory  nature  or otherwise to, or
participate  or  engage  in,  any  other  business  activity.

     3.  COMPENSATION
         ------------

          3.1     Compensation.  During  the  term  of  this Agreement, Employer
                  ------------
shall  pa  the amounts and provide the benefits described in this Section 3, and
Employee  agrees  to  accept  such  amounts  and  benefits  in  flu  payment for
Employee's  services  under  this  Agreement.

          3.2     Base  Salary.  Employer shall pay to Employee a base salary of
                  ------------
$150,000.00  annually in equal semi-monthly installments, less applicable taxes.
At  Employer's  sole  discretion, Employee's base salary will be reviewed may be
increased  annually.

          3.3     Discretionary  Bonus.  Except  as  described in Subsection 3.4
                  --------------------
below,  Employee  is  eligible  to receive an annual bonus, as determined by the
Board  of  Directors  in  its  sole discretion. This discretionary bonus will be
based  on  performance  criteria,  and  will  be based on milestones. The target
amount,  performance  criteria and milestones are to be established by the Board
of  Directors  within  four  (4)  months  after  the  Commencement  Date.  This
discretionary  bonus  plan  will  commence on the date of Employee's employment.



          3.4     Equity  Incentive  Plan.
                  -----------------------

               (a)     Employee  shall be granted 400,000 options for Employer's
common  stock  ("Common  Stock"),  each  of  which  shall be priced based on the
closing  market  value  on  the day of the grant, which will be the first day of
employment,  vested  over a 4 year period with periodic vesting occurring at the
end  of  each  six  months  of  employment.

               (b)     Employee  will  be  eligible  for  additional  grants  of
options  to  purchase Company stock based on the Employer's 1999 Stock Incentive
Plan  and  at  the  discretion  of  the  Board  of  Directors.


<PAGE>
               (d)     Except  as otherwise set forth herein, vesting of options
will  cease  upon  the  termination  of  Employee's  employment  with  Employer.

               (e)     At  the time his employment is terminated, or at any time
during  his  employment,  Employee  may, at his discretion, assign any option to
purchase  Employer's  stock,  to  which Employee may have a vested or non-vested
right,  to  trusts  or trustees for estate planning purposes.  Any such assignee
shall  be  subject  to  the  vesting  requirements  set  forth in this Agreement
including,  but  not  limited  to,  Subsection  3.5.

               (f)     In  the  event  of  a merger, consolidation, acquisition,
separation  or  reorganization,  as  defined  in Section 6.1.2 of the 1999 Stock
Option  Plan,  all  of  the  Employee  s  currently  granted  options shall vest
immediately.



          3.5     Fringe  Benefits. Subject to Section 3.7 and upon satisfaction
                  ----------------
of  the  applicable  eligibility requirements, Employee shall be entitled to all
fringe  benefits  which  Employer may make generally available from time to time
for  similar  employees.  Such  benefits shall. include without limitation those
available,  if  any,  under  any  group  insurance,  profit  sharing, pension or
retirement  plans  or  sick leave policy. Specifically the employer will provide
standard  medical and dental insurance and term life insurance at one and a half
times  annual  salary.

          3.6     Vacations. Employee shall accrue, on a daily basis, a total of
                  ---------
two  (3)  weeks vacation per year. provided however. that Employee's accrued and
unused  vacation not to exceed a total of four (5) weeks. Any accrued but unused
vacation  will be paid to Employee at the time tat his employment is terminated.
Employer  acknowledges  that  the  Employee  has prior engagement & on the dates
noted  below which can not be rescheduled. Therefore, the following dates are to
be treated as vacation days which will offset vacation accruals during employees
first year of employment. Employee is the best man in a wedding and will need to
take  a  vacation  day  on  Friday  July  21.2000.

          3.7     Deduction  from  Compensation.  Employer  shall  deduct  and
                  -----------------------------
withhold  from  all  compensation payable to Employee all amounts required to be
deducted  or  withheld  pursuant  to  any  present  or  future  law,  ordinance,
regulation,  order,  writ,  judgment,  or  decree  requiring  such deduction and
withholding.

     4.     REIMBURSEMENT  OF  EXPENSES
            ---------------------------

          4.1     Travel  and Other Expenses. Employer shall pay to or reimburse
                  --------------------------
Employee  for  those  reasonable  travel,  promotional  and similar expenditures
incurred  by Employee which Employer determines are reasonably necessary for the
proper  discharge  of  Employee's  duties  under  this  Agreement  and for which
Employee  submits  appropriate receipts and indicates the amount, date, location
and  business  character  in  a  timely  manner.


<PAGE>
          4.2     Liability  Insurance.  Employer  shall  provide  Employee with
                  --------------------
officers and directors' insurance, or other liability insurance, consistent with
its  usual  business  practices,  to cover Employee against all insurable events
related  to  his employment with Employer. Employer may, in its sole discretion,
provide this benefit through commercially available insurance or may self-insure
this  benefit.

     5.     TERMINATION
            -----------

          5.1     Termination  by  Employer  With  Good  Cause.  Employer  may
                  --------------------------------------------
terminate  Employee's  employment at any time, without notice, for "Good Cause."
If  Employer  should terminate Employee's employment with "Good Cause," Employer
shall  pay  Employee his salary prorated through the date of termination, at the
rate  in  effect  at  the time notice of termination is given, together with any
benefits,  such  as  vacation, accrued through the date of termination. Employer
shall  have no further obligations to pay any compensation or any other benefits
to  Employee  under  this  Agreement  or  any  otter agreement, and all unvested
options  will  terminate.

          5.2     Good  Cause.  For  purposes  of  this Agreement, a termination
                  -----------
shall  be for "Good Cause" if Employee, in the subjective, good faith opinion of
Employer,  shall:

               (a)     be  convicted  of  a felony which, in the sole opinion of
Employer,  involves  moral  turpitude;

               (b)     commit  an act, or fail to commit an act, that amounts to
willful  misconduct,  wanton  misconduct  or  gross  negligence;

               (c)     engage  in  any  activity  that  is  in  conflict  with
Employee's  employment;

               (d)     commit  an  act  of  fraud,  misappropriation of funds or
embezzlement  in  connection  with  his  duties;

               (e)     breach  Employee's fiduciary duty to Employer, including,
but  not  limited to, acts of self-dealing (whether or not for personal profit);

               (i)     materially  breach  this  Agreement;  or

               (g)     fail  to  substantially  perform the responsibilities and
duties  specified  herein (other than any such failure resulting from Employee s
incapacity  due  to  physical  or  mental  illness).

          5.3     Termination  by  Employer  Without  Good  Cause.  If  Employer
                  -----------------------------------------------
terminates  Employee's  employment  without  Good Cause, then Employer shall pay
Employee:  (1)  all  accrued but unpaid base salary and vacation, in a lump sum;
and  (2)  an  amount  equal to the lesser of (i) the remaining base compensation
(base  salary)  under  the  Initial  Term  (at the rate in effect at the time of
termination) and (ii) six (6) months of base compensation (at the rate in effect
at the time of termination). To be eligible for these payments and benefits upon
termination by Employer without Good Cause, Employee must execute a Full General
Release  Agreement  ("Release").  Employer  shall have no further obligations to
Employee  under  this  Agreement.


<PAGE>
          5.4     Death or Disability. To the extent consistent with federal and
                  -------------------
state  law,  Employee's  employment,  salary,  and  accrual of commissions shall
terminate  on  his death or disability. "Disability" means any health condition,
physical  or mental, or other cause beyond Employee's control, that prevents him
from  performing  his  duties,  even  after  reasonable accommodation is made by
Employer,  for  a  period of 180 days within any 360 day period. In the event of
termination  due  to  death  or  Disability, Employer shall pay Employee (or his
legal  representative)  his  salary prorated through the date of termination, at
the  rate  in  effect  at  the  time of termination, together with any benefits,
including,  without  limitation,  accrued  bonus,  if any, and vacation, accrued
through  the  date of termination. To be eligible for this payment, Employee (or
his legal representative) must execute a Release. Employer shall have no further
obligations  to  Employee  (or  his  legal representative) under this Agreement.

          5.5     Return  of  Employer  Property.  Within  five  days  after the
                  ------------------------------
Termination  Date,  Employee  shall  return  to  Employer  all  products, books,
records,  forms,  specifications,  formulae, data processes, designs, papers and
writings  relating  to  the  business  of  Employer including without limitation
proprietary  or  licensed  computer  programs, customer lists and customer data,
and/or copies or duplicates thereof in Employee's possession or under Employee's
control. Employee shall not retain any copies or duplicates of such property and
all  licenses  granted  to  him by Employer to use computer programs or software
shall  be  revoked  on  the  Termination  Date.

     6.     DUTY  OF  LOYALTY
            -----------------

          6.1     During the term of this Agreement, Employee shall not, without
the prior written consent of Employer, directly or indirectly render services of
a  business,  professional,  or commercial nature to any person or firm, whether
for  compensation or otherwise, or engage in any activity directly or indirectly
competitive  with  or  adverse  to  the business or welfare of Employer, whether
alone, as a partner, or as an officer, director, employee, consultant, or holder
of  more  than  1  %  of  the capital stock of any other corporation. Otherwise,
Employee  may  make  personal investments in any other business so long as these
investments  do not require him to participate in the operation of the companies
in  which  he  invests.

     7.     CONFIDENTIAL  INFORMATION
            -------------------------

          7.1     Trade  Secrets  of Employer. Employee, during the term of this
                  ---------------------------
Agreement, will develop, have access to and become acquainted with various trade
secrets  which  are  owned  by  Employer  and/or  its  affiliates  and which are
regularly  used  in  the  operation of the businesses of such entities. Employee
shall  not  disclose  such trade secrets, directly or indirectly, or use them in
any  way,  either  during  the term of this Agreement or at any time thereafter,
except  as  required  in  the  course  of his employment by Employer. All files,
contracts, manuals, reports, letters, forms, documents, notes, notebooks, lists,
records,  documents,  customer,  lists,  vendor  lists,  purchase  information,
designs,  computer  programs  and similar items and information, relating to the
businesses  of  such  entities,  whether  prepared  by Employee or otherwise and
whether  now  existing  or prepared at a future time, coming into his possession
shall  remain  the exclusive property of such entities, and shall not be removed
for  purposes  other  than  work-related  from  the  premises  where the work of
Employer  is conducted, except with the prior written authorization by Employer.


<PAGE>
          7.2     Confidential  Data  of  Customer of Employer. Employee, in the
                  --------------------------------------------
course  of his duties, will have access to and become acquainted with financial,
accounting,  statistical and personal data of customers of Employer and of their
affiliates.  All  such data is confidential and shall not be disclosed, directly
or  indirectly,  or  used by Employee in any way, either during the term of this
Agreement (except as required in the course of employment by Employer) or at any
time  thereafter.

          7.3     Confidentiality  Program.  Employee  shall take such steps and
                  ------------------------
shall  adopt  and/or implement such policies and programs as may be necessary to
protect  and to cause all subordinate employees of Employer to protect the trade
secrets  and  other  confidential  information  of  Employer, its affiliates and
customers.

          7.4     Inevitable  Disclosure.  After  Employee's  employment  has
                  ----------------------
terminated,  employee  shall  not  accept  employment  with  any  competitor  of
Employer,  where  the  new  employment  is  likely  to  result in the inevitable
disclosure  of Employer's trade secrets or confidential information, or it would
be  impossible  for  Employee to perform his new job without using or disclosing
trade  secrets  or  confidential  information.

          7.5     Continuing  Effect.  The  provisions  of  this Section 7 shall
                  ------------------
remain  in  effect  after  the  Termination  Date.

     8.     NO  SOLICITATION
            ----------------

               Employee  agrees  that  he  will  not, during his employment with
Employer,  and  for  one  (1)  year  thereafter,  encourage or solicit any other
employee of Employer to terminate his or her employment for any reason, nor will
he  assist  others  to  do  so.

     9.     INTELLECTUAL  PROPERTIES.
            ------------------------

          9.1     Subject  to  Subsection  9.2  below, all ownership, copyright,
patent, trade secrecy, and other rights in all works, programs, fixes, routines,
inventions,  ideas,  designs,  manuals,  improvements,  discoveries,  processes,
customer  lists  or  other  properties  (the  "Intellectual Properties") made or
conceived by Employee during the term of his employment by Employer shall be the
right  and  property  solely  of  Employer,  whether  developed independently by
Employee  or  jointly  with  others,  and  whether or not developed or conceived
during  regular  working  hours  or at Employer's facilities, and whether or not
Employer  uses,  registers,  or  markets  the  same.

          9.2     In  accordance with Employer's policy and California law, this
Agreement  (other  than  Subsection  9.3) does not apply to, and Employee has no
obligation  to assign to Employer, any invention that Employee develops entirely
on  his  own  time  without using Employer's equipment, supplies, facilities, or
trade  secret  information  except  for  those  inventions  that  either:
(1)  relate  at the time of conception or reduction to practice of the invention
to  Employer's  business,  or  actual  or  demonstrably  anticipated research or
development  of  Employer;  or
(2)  result  from  any  work  performed  by  Employee  for  Employer.

          9.3     If and to the extent that Employee makes use, in the course of
his  employment, of any items or Intellectual Properties previously developed by
Employee  or developed by Employee outside the scope of this Agreement, Employee
hereby  grants  Employer  a  nonexclusive, royalty-free, perpetual, irrevocable,
worldwide  license  (with  right  to  sublicense),  to  make,  use,  sell, copy,
distribute, modify, and otherwise to practice and exploit any and all such items
and  Intellectual  Properties.


<PAGE>
          9.5     Employee  will  assist  Employer as requested during and after
the  term  of  his  employment  to further evidence and perfect, and to enforce,
Employer's  rights  in  and  ownership  of  the  Intellectual Properties covered
hereby, including without limitation, the execution of additional instruments of
conveyance  and assisting Employer with applications for patents or copyright or
other  registrations,  which  will  be  made  at  Employer's  expense.  If  such
assistance  is  subsequent  to  the termination of employment, Employer will pay
reasonable  direct  expenses  in  connection  with  such  assistance.

     10.     OTHER  PROVISIONS
             -----------------

          10.1     Compliance  With  Other  Agreements.  Employee represents and
                   -----------------------------------
warrants  to  Employer  that  the  execution,  delivery  and performance of this
Agreement  will  not  conflict  with or result in the violation or breach of any
term  or  provision  of  any  order,  judgment, injunction, contract, agreement,
commitment  or  other arrangement to which Employee is a party or by which he is
bound,  including  without  limitation  any  agreement  restricting  the sale of
products similar to Employer's products in any geographic location or otherwise.
Employee  acknowledges  that  Employer  is  relying  on  his  representation and
warranty  in entering into this Agreement, and agrees to indemnify Employer from
and  against  all  claims, demands, causes of action, damages, costs or expenses
(including  attorneys'  fees)  arising  from  any  breach  thereof.

          10.2     Injunctive Relief. Employee acknowledges that the services to
                   -----------------
be rendered under this Agreement and the items described in Sections 6, 7, 8 and
9  are  of  a  special,  unique  and  extraordinary  character, that it would be
difficult  or  impossible  to replace such services or to compensate Employer in
money  damages  for a breach of this Agreement. Accordingly, Employee agrees and
consents  that if he violates any of the provisions of this Agreement, Employer,
in  addition  to any other rights and remedies available under this Agreement or
otherwise,  shall  be  entitled  to  temporary  and permanent injunctive relief,
without  the  necessity  of  proving actual damages and without the necessity of
posting  any  bond  or  other  undertaking  in  connection  therewith.

          10.3     Attorneys'  Fees.  The  prevailing party in any suit or other
                   ----------------
proceeding  brought  to  enforce,  interpret  or  apply  any  provisions of this
Agreement, shall be entitled to recover all costs and expenses of the proceeding
and  investigation  (not limited to court costs), including all attorneys' fees.

          10.4     Counsel. The parties acknowledge and represent that, prior to
                   -------
the  execution  of  this Agreement, they have had an opportunity to consult with
their  respective  counsel concerning the terms and conditions set forth herein.
Additionally,  Employee represents that he has received independent legal advice
concerning  the  taxability  of any consideration received under this Agreement.
Employee  has not relied upon any advice from Employer and/or its attorneys with
respect  to  the  taxability of any consideration received under this Agreement.
Employee  further acknowledges that Employer has not made any representations to
him  with  respect  to  tax  issues.


<PAGE>
          10.6     Nondelegable  Duties.  This  is  a  contract  for  Employee's
                   --------------------
personal  services. The duties of Employee under this Agreement are personal and
may  not  be delegated or transferred in any manner whatsoever, and shall not be
subject to involuntary alienation, assignment or transfer by Employee during his
life,

          10.7     Entire  Agreement.  This  Agreement is the only agreement and
                   -----------------
understanding  between  the  panics  pertaining  to  the  subject matter of this
Agreement,  and  supersedes  all  prior  agreements,  summaries  of  agreements,
descriptions  of  compensation  packages  discussions,  negotiations,
understandings,  representations  or  warranties,  whether  verbal  or  written,
between  the  parties  pertaining  to  such  subject  matter.

          10.8     Governing  Law. The validity, construction and performance of
                   --------------
this  Agreement  shall be governed by the laws, without regard to the laws as to
choice  or  conflict  of  laws,  of  the  State  of  California.

          10.9     Venue.  If  any  dispute  arises  regarding  the application,
                   -----
interpretation  or  enforcement any provision of this Agreement, including fraud
in  the  inducement,  such  be  resolved either in federal or state court in San
Jose,  California.

          10.10     No  Jury.  If  any dispute arises regarding the application,
                    --------
interpretation  or  enforcement  of  any  provision of this Agreement, including
fraud  in  the inducement, the parties hereby waive their right to a jury trial.

          10.11     No  Punitive  Damages.  If  any dispute arises regarding the
                    ---------------------
application,  interpretation  or enforcement of any provision of this Agreement,
including  fraud in the inducement, the parties hereby waive their right to seek
punitive  damages  in  connection  with  said  dispute.

          10.12     Severability.  The  invalidity  or  unenforceability  of any
                    ------------
particular  provision  of  this Agreement shall not affect the other provisions,
and  this  Agreement  shall  be  construed  in all respects as if any invalid or
unenforceable  provision  were  omitted.

          10.13     Amendment  and  Waiver.  This  Agreement  may  be  amended,
                    ----------------------
modified  or  supplemented  only  by  a writing executed by each of the parties.
Either  party may in writing waive any provision of this Agreement to the extent
such  provision  is  for  the  benefit of the waiving party. No waiver by either
party  of  a  breach  of any provision of this Agreement shall be construed as a
waiver  of  any  subsequent or different breach, and no forbearance by a party t
seek  a remedy for noncompliance or breach by the other party shall be construed
as a waiver of any right or remedy with respect to such noncompliance or breach.

          10.14     Binding  Effect. The provisions of this Agreement shall bind
                    ---------------
and  inure  to  the  benefit  of the parties and their respective successors and
permitted  assigns.

          10.15     Notice.  Any notices or communications required or permitted
                    ------
by  this  Agreement  shall  be  deemed sufficiently given if in writing and when
delivered  personally  or  48  hours after deposit with the United States Postal
Service  as  registered  or  certified  mail,  postage  prepaid and addressed as
follows:


<PAGE>
               (a)     If  to  Employer,  to the principal office of Employer in
the  State  of  California,  marked  "Attention:  Jack  Marshall";  or

               (b)     If  to  Employee, to the most recent address for Employee
appearing  in  Employer's  records.


<PAGE>
          10.17     Headings.  The  Section and other headings contained in this
                    --------
Agreement  are  for  reference purposes only and shall not affect in any way the
meaning  or  interpretation  of  this  Agreement.

          IN  WITNESS WHEREOF, the parties hereto have executed this Agreement a
of  the  day  and  year  first  above  written.

                                                EMPLOYER


                                                PHOTOLOFT.COM,  INC
                                                -------------------

                                                By:___________________

                                                Its:___________________


                                                BRIAN  DOWD


<PAGE>
                         Cefeo Investments, Limited S.A.
              c/o Banca Privata Edmond de Rothschild (Lugano) S.A.
                                  via Ginevra 2
                               Lugano, Switzerland

                  Tel: + 41 91 913 4500, Fax: + 41 91 913 4501

                                ESCROW AND OPTION
                                    AGREEMENT

This  ESCROW  AND  OPTION  AGREEMENT, made as of the 16th day of June, 2000 (the
"Agreement"),  by  _____________________  located  at
_______________________________  U.S.A.  [tel:  +  ________________,  fax:  +
________________]  (the  "Optionor"),  Cafeo  Investments,  Limited,  c/o  Banca
Privata  Edmond  de  Rothschild (Lugano) S.A., located at via Ginevra 2, Lugano,
Switzerland  [tel:  +  41  91 913 4500, fax: + 41 91 913 4501] (the "Optionee"),
Chase  Manhattan Bank & Trust Co., located at 101 California Street, Suite 2725,
San  Francisco,  CA 94111, U.S.A. [tel: + 1 415 954 9506, fax: + 1 415 693 8850]
(the  "Escrow  Agent")  and  their  respective  successors  and  assigns.

NOW,  THEREFORE,  the  parties  hereto  hereby  agree  as  follows:

1.   The  Optionor  will  deposit  ________________  shares of common stock (the
     "Shares")  of $0.001 par value,  of  Photoloft.com,  located at 300 Orchard
     City  Drive,  Suite  142,  Campbell,  CA  95008,  U.S.A.  listed on the OTC
     Bulletin  Board,  symbol LOFT (the  "Company")  with Chase  Manhattan Bank,
     attention  Pardeep Sharma,  located at 4 New York Plaza,  Ground Floor, New
     York, NY  10004-2477,  U.S.A.  (tel: + 1 212 946 3046, + 1 212 946 8587) by
     transfer of the original  certificates for Shares with Medallion Signatures
     in an account controlled by the Escrow Agent;

2.   The  Optionor and the  Optionee  hereby  appoint the Escrow Agent as escrow
     agent, and the Escrow Agent hereby accepts such appointment for the purpose
     and on the  terms  and  conditions  set  forth in this  Option  and  Escrow
     Agreement.

3.   The Escrow  Agent  will  accept  from the  Optionor  ___________  Shares by
     transfer of the original certificates for Shares with Medallion Signatures.
     Such Shares shall contain  restrictive  legend. The Optionor will remit the
     Shares into the Escrow Agents brokerage account (the "Trading  Account") as
     follows:

     Escrow  Agent:       Chase  Manhattan  Bank  &  mist  Co.
     Brokerage  Firm:     Chase  Manhattan  Bank
     Address:             4  New  York  Plaza,  Ground  Floor,  NY,  NY  10004
     Telephone  No:       +  1-212-946-3046
     Fax  No:             +  1-212-946-8587

     Company's Initials: __    Investor's Initials: __    Finder's Initials: __


<PAGE>
June  16th,  2000
Escrow  and  Option  Agreement
Photoloft.com
Page  2


     Attention:            Pardeep  Sharma
     Account  Name:        Corporate  Trust  Safekeeping  Account
     Institution  No:      26934
     ABA:                  021-000-021
     DTC  Routing  No:     902

     The Escrow  Agent will not release,  transfer,  encumber or sell the Shares
     (the  "Unexercised  Shares")  unless the option is  exercised in part or in
     full by the  Optionee  and funds are  remitted to the Escrow  Agent for the
     benefit of the Optionor (as described below).

4.   The Company agrees to provide certain  registration  rights for the Shares,
     pursuant  to  the  registration  rights  (the  "Registration  Rights"),  as
     attached in Appendix A

5.   At any time following the date of execution of this Agreement until the end
     of the one hundred and twenty (120) day period (the "Term")  commencing  on
     the later of a) the date of receipt of the Shares by the Escrow  Agent (the
     "Delivery  Date"), b) the date of receipt by the Optionee of the Opinion of
     Counsel (as defined  below),  c) the date of receipt by the Optionee of the
     Transfer  Agent  Consent (as defined  below) or d) either the date when the
     Shares  are  no  longer  subject  to  restrictions  under  Rule  144 or the
     effective  date of a  registration  statement  underlying  the Shares,  the
     Optionee  will have the right to exercise the option (the  "Option(s)")  to
     purchase the Shares, in a single  transaction or in multiple  transactions,
     all or in part, at the exercise prices per share as follows:

     (one  quarter)     $2.25
     (one  quarter)     $2.50
     (one  quarter)     $2.75
     (one  quarter)     $3.00

6.   The Escrow Agent will accept from the Optionee,  by wire transfer  funds in
     an amount of $  _______________  on one or more  occasions  (the  "Incoming
     Funds"),  for the purpose of exercising the  Option(s).  The Optionee is to
     remit any funds to the Escrow Agent as follows:

     Bank:                Chase  Manhattan  Bank
     Beneficiary:         Chase  Manhattan  Bank  &  Trust  Co.
     Account  Number:     Trust  Clearing  Account  Number  507-874439
     For  Benefit  of:    Cefeo/________  Escrow
     ABA:                 021-000-021

  Company's Initials: __     Optionor's Initials: __     Optionee's Initials: __


<PAGE>
June  16th,  2000
Escrow  and  Option  Agreement
Photoloft.com
Page  3

     Attention:              Hank  Helley
     Tel:                    +  1-415-954-9506
     Fax:                    +  1-415-693-8850

7.   Each occasion of the receipt of the Incoming Funds by the Escrow Agent from
     the Optionee  shall  constitute  the exercise of the option for a number of
     shares that shall be  determined  by dividing  the amount of such  Incoming
     Funds by the Exercise Price (the "Exercised Shares"),  as specified on each
     occasion through a notice from the Optionee to the Escrow Agent. The Escrow
     Agent may  release,  transfer,  encumber  or sell any  Exercised  Shares on
     behalf of the Optionee without further instruction from the Optionor.

8.   All Incoming Funds shall be remitted by the Escrow Agent to the Optionor as
     follows:

     Bank:
     Beneficiary:
     Account  Number:
     ABA:
     Attention:
     Tel:
     Fax:

9.   The Escrow and Option Agreement shall terminate (the "Termination Date") on
     the sooner of a) the exercise of the  Option(s) in full for the purchase of
     all,  the  Unexercised  Shares or b) the  expiration  of the  Term.  On the
     Termination  Date, all  Unexercised  Shares shall be returned by the Escrow
     Agent to the  Optionor  and any  excess  Incoming  Funds and all  Exercised
     Shares  remaining  in the Trading  Account  shall  remain to the credit and
     benefit of the Optionee.  Following the Termination  Date, the Escrow Agent
     shall use its best efforts to return the Unexercised Shares to the Optionor
     as quickly as  possible.  After the  Termination  Date all  activity in the
     Trading Account shall be at sole instruction of the Optionee.

10.  Each of the Optionor and the Optionee warrants to the Escrow Agent that (a)
     except for the  interest of the  Optionor in the  Incoming  Funds after the
     delivery  of the Shares by the  Optionor  to the  Escrow  Agent and (b) the
     interest of the  Optionee in the Shares  after the delivery of the Incoming
     Funds by Optionee to the Escrow Agent, there exists no security interest in
     the Escrow Account, its intended contents,  or any escrow funds or any part
     thereof

  Company's Initials: __     Optionor's Initials: __     Optionee's Initials: __


<PAGE>
June  16th  2000
Escrow  and  Option  Agreement
Photoloft.com
Page  4

11.  The Company, upon the execution hereof, will provide an opinion letter (the
     "Opinion of Counsel") from securities counsel to the Company, to the effect
     that (i) the Company is duly  incorporated and validly  existing;  (ii) the
     issuance  of the Shares has been duly  approved by all  required  corporate
     action, and that all such securities,  upon due issuance,  shall be validly
     issued and outstanding, fully paid and nonassessable;  (iii) this Agreement
     is valid and a binding obligation of the Company, enforceable in accordance
     with  their  terms,   except  as  enforceability  of  any   indemnification
     provisions  may be limited by principles of public  policy,  and subject to
     laws of general  application  relating to  bankruptcy,  insolvency  and the
     relief of debtors  and rules of laws  governing  specific  performance  and
     other  equitable  remedies;  and (iv)  based upon the  representations  and
     warranties of the Company, the offer and sale of the Shares by the Optionee
     from the  Optionor  is exempt  from the  registration  requirements  of the
     Securities  Act; and (v)  following  the date when the Shares are no longer
     subject  to  restrictions  under  Rule  144  or  the  effective  date  of a
     registration  statement  underlying  the  Shares,  the Shares  will be free
     trading and without  restrictive  legend;  except that with  respect to the
     foregoing  opinions counsel may add such  qualifications  as are consistent
     with firm practice,  including an assumption that the transaction  does not
     constitute  a plan or scheme to evade the  registration  provisions  of the
     Securities Act.

12.  Upon the mutual  execution of this  Agreement,  the Company will notify the
     Company's  transfer  agent  (the  "Transfer  Agent")  of the  terms of this
     Agreement.  Following the Delivery Date, upon written  instruction from the
     Escrow  Agent the  Company  irrevocably  consents  to the  transfer  of the
     original  certificates for the Shares by the Transfer Agent into the street
     name of Chase  Manhattan  Bank.  The Company  shall  instruct  the Transfer
     Agent,  that  upon the  exercise  of the  Option(s)  by the  Optionee,  the
     Transfer Agent shall issue the respective Share certificates in the name of
     the  Optionee or such persons as may be  designated  by the Optionee or the
     Escrow Agent  representing  the number of Shares issuable  pursuant to each
     Option(s) and that, following either the date when the Shares are no longer
     subject  to  restrictions  under  Rule  144  or  the  effective  date  of a
     registration statement underlying the Shares, the Shares shall otherwise be
     freely  transferable  on the books and  records  of the  Company.  Upon the
     execution of this  Agreement,  the Company will cause the transfer agent to
     execute and  acknowledge in writing to the Optionee an irrevocable  consent
     of the foregoing (the "Transfer Agent Consent").

13.  Following  the execution of the Option and Escrow  Agreement,  upon written
     notice  from the  Optionee,  the  Company  agrees to enter  into a European
     investor  relations  program  (the  "IR  Program")  with  Elliot,   Lane  &
     Associates,  a firm focused on investor relations in Germany, at a cost not
     to exceed $75,000.

 Company's Initials: __     Optionor' s Initials: __     Optionee's Initials: __


<PAGE>
June  16th,  2000
Escrow  and  Option  Agreement
Photoloft.com
Page  5


14.  The  Optionor  warrants  to the  Optionee  that it will not sell any of the
     Shares to any other party besides the Optionee before the Termination Date.
     In addition,  the Optionor  warrants that it will not sell any other shares
     of  common  stock of the  Company  that it owns to any  party  besides  the
     Optionee before the Termination Date.

15.  The Escrow Agent shall have no duties or obligations hereunder except those
     specifically  set forth  herein and such  duties and  obligations  shall be
     determined  solely by the  express  provisions  of this  Escrow  and Option
     Agreement.  The Escrow  Agent shall not be liable for anything it may do or
     refrain  from doing in  connection  with its duties  hereunder  except as a
     result of its own willful  misconduct or fraud.  The Escrow Agent shall not
     be required to defend any legal  proceeding that may be instituted  against
     it in respect of the subject matter of these instructions  unless requested
     to do so by the  undersigned  parties and  indemnified to its  satisfaction
     including  the  reasonable  cost of counsel  selected  by the Escrow  Agent
     against the cost and expense of such defense. The Escrow Agent shall not be
     required to  institute  legal  proceedings  of any kind,  and shall have no
     responsibility  to verify the  genuineness  or validity of any  document or
     signature or other item  deposited  with or submitted to it under  expenses
     associated  with the  performances  of the Escrow Agent's duties under this
     Escrow and Option  Agreement,  including the fees of counsel of this Escrow
     and Option Agreement.

16.  Communication  from the Escrow  Agent shall be  delivered  by  messenger or
     forwarded by facsimile,  regular, or certified mail, and shall be effective
     when received.  All  communication to the Escrow Agent (including money and
     items for deposit  hereunder)  shall  refer to the  Trading  Account and be
     addressed  to the Escrow  Agent at its  address and fax number as set forth
     above and shall be effective by the Escrow Agent.

17.  The undersigned  parties  acknowledge that the Escrow Agent may have in the
     past, and may in the future, represent either the Optionor or the Optionee,
     in  transactions  or  matters  other than that  covered by this  Escrow and
     Option  Agreement.  All parties  hereto  acknowledge  that there  currently
     exists no conflict  between the parties which could in any way preclude the
     Escrow Agent from serving as Escrow Agent and continuing his representation
     of the Optionor or the Optionee,  and all parties  hereby waive any current
     conflicts or possible conflicts which may exist or possibly could exist, if
     any. In the event a conflict  between the parties the Escrow Agent will, in
     any  case,  continue  to be  bound by the term of this  Escrow  and  Option
     Agreement

 Company's Initials: __     Optionor' s Initials: __     Optionee's Initials: __


<PAGE>
June  16th,  2000
Escrow  and  Option  Agreement
Photoloft.com
Page  6

18.  This Escrow and Option  Agreement  shall be governed by and  construed,  in
     accordance  with the laws of the  State of  California,  United  States  of
     America.

19.  This Escrow and Option  Agreement  may be executed in several  counterparts
     each of which shall be an original,  and such  counterparts  shall together
     constitute but one and the same instrument.

20.  This Escrow and Option  Agreement  between the  Optionee  and the  Optionor
     constitutes the entire agreement between the parties hereto with respect of
     the subject  matter  hereof and may not be changed or modified  except by a
     written agreement signed by all the parties hereto.

 Company's Initials: __     Optionor' s Initials: __     Optionee's Initials: __


<PAGE>
June  16th,  2000
Escrow  and  Option  Agreement
Photoloft.com
Page  7

IN  WITNESS  WHEREOF,  each  of  the parties hereto has executed this Escrow and
Option  Agreement  on  the  date  and  year  first  written  above.


Agreed  and  Accepted:
The  Optionee
Cefeo  Investments,  Limited  S.A.

By:____________________________
    Walter  Blum
Its:  Director


Agreed  and  Accepted:
The  Optionor


By:_____________________

Its:


Agreed  and  Accepted:
The  Company
Photoloft.com


By:_________________
    Jack  Marshall
Its:


Agreed  and  Accepted:
The  Escrow  Agent
Chase  Manhattan  Trust  &  Co.

By:______________________
    Hank  Helley
Its:  Vice-President

 Company's Initials: __     Optionor' s Initials: __     Optionee's Initials: __


<PAGE>
                            CERTIFICATE OF CORRECTION
                                       OF
               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                                 PHOTOLOFT, INC.



     Jack  Marshall  and  Lisa  Marshall  certify  that:

     1.     They  are  the  President and Secretary, respectively, of PhotoLoft,
Inc.,  a  corporation  organized  and  existing  under  the State of Nevada (the
"Company").

     2.     The  instrument  being  corrected  is  entitled  "Certificate  of
Designations,  Preferences and Rights of Series B Convertible Preferred Stock of
PhotoLoft.com", and said instrument was filed with the Secretary of State of the
State  of  Nevada  on  May  17,,  2000.

     3.     Section  2(d)(i)  of  said Certificate of Designation, as corrected,
should  read  as  follows:

          (i) Holder(s)  Delivery  Requirements.  To convert  Series B Preferred
     Shares into full shares of Common Stock at any time within thirty (30) days
     of the date  issuance of the Series B  Preferred  Shares  (and,  in no case
     later  than said  thirtieth  (30th)  day after the date of  issuance)  (the
     "Conversion  Date"), the holder(s) thereof shall (A) deliver or transmit by
     facsimile, for receipt on or prior to 11:59 p.m., Eastern Standard Time, on
     such date,  a copy of a fully  executed  notice of  conversion  in the form
     attached hereto (the "Conversion  Notice") to the Company or its designated
     transfer  agent  (the  "Transfer  Agent"),  and (B)  surrender  to a common
     carrier  for  delivery  to the  Company  or the  Transfer  Agent as soon as
     practicable following such date, the original certificates representing the
     Series  B  Preferred   Shares  being   converted  (or  an   indemnification
     undertaking with respect to such shares in the case of their loss, theft or
     destruction)  (the  "Preferred  Stock  Certificates")  and  the  originally
     executed Conversion Notice.


                                        1
<PAGE>
     4.     Section  2(e)  of  said  Certificate  of  Designation, as corrected,
should  read  as  follows:

          (e) Mandatory  Conversion.  On the first to occur of (i) the thirtieth
              ---------------------
     (30th) day from the date of issuance  of the Series B  Preferred  Shares or
     (ii) a sale of all or substantially  all of the Company's assets to another
     Person  (as  defined  below) or a merger or  similar  transaction  which is
     effected  in such a way that the  Company  is not the  surviving  entity or
     shares of Common  Stock of the Company are to be  cancelled in exchange for
     value  (referred to herein as in "Organic  Change")  (for  purposes of this
     Agreement,  "Person" shall mean an individual, a limited liability company,
     a partnership,  a joint venture, a corporation,  a trust, an unincorporated
     organization  and a government or any department or agency  thereof),  then
     all such Series B Preferred  Shares shall  automatically be converted as of
     such date (all  Series B  Preferred  Shares  shall be  converted  as of the
     closing  of said  Organic  Change  as if the  holder(s)  of such  Series  B
     Preferred  Shares  had  given  the  Conversion  Notice  on the date of such
     closing  and the  Conversion  Date  had  been  fixed as of the date of such
     closing)  in  accordance  with this  Section 2, and all holders of Series B
     Preferred  Shares shall within two (2) business days  thereafter  surrender
     all Preferred Stock  Certificates,  duly endorsed for cancellation,  to the
     Company or its Transfer Agent.  No person shall  thereafter have any rights
     in respect of Series B Preferred Shares, except the right to receive shares
     of Common Stock on conversion thereof as provided in this Section 2.

     5.     That said Sections, as corrected, conform the wording of the amended
Sections  to  that  adopted  by  the  Board  of  Directors  of  the  Company.

                                        2


<PAGE>
IN  WITNESS WHEREOF, the Company has caused this Certificate of Correction to be
signed  by Jack Marshall, its President, and Lisa Marshall, its Secretary, as of
the  26th  day  of  July,  2000.

PHOTOLOFT.COM


By:
Name:  Jack  Marshall
Title:  President


By:
Name:  Lisa  Marshall
Title:  Secretary


[Notarization]


<PAGE>