July 28, 2000

Terren  S.  Peizer
Chief  Executive  Officer
Intellect  Capital  Group,  LLC
11111  Santa  Monica  Blvd.
Los  Angeles,  California  90025

Dear  Terren:

          This  letter  amends  and  supplements  that  certain  Stock  Purchase
Agreement,  dated  as  of  April  18, 2000, supplemented as of May 22, 2000, and
executed  as  of  June  8,  2000 ("Agreement"), by and between Intellect Capital
Group,  LLC, a Delaware limited liability company (the "Purchaser" and sometimes
referred  to  herein  as  "you"),  and  PhotoLoft.Com, a Nevada corporation (the
"Company"  and sometimes referred to herein as "we" or "us").  Capitalized terms
used  but  not otherwise defined herein shall have the same meaning as set forth
in  the  Agreement.

          Pursuant  to  Article  2.2 of the Agreement and in accordance with the
terms  of  the  Series  B  Certificate  of  Designations, Rights and Preferences
("Certificate  of  Designations"),  Purchaser  received  shares of the Company's
Series B Preferred Stock, which were to be converted into a number of fully paid
and  nonassessable  shares  of the Company's Common Stock equal to fifty percent
(50%)  of the Company's Common Stock then outstanding following such conversion,
on  a  fully diluted basis (i.e., taking into account all issued and outstanding
Common  Stock, the conversion of all other securities convertible into shares of
Common Stock, the exercise of all warrants and options exercisable for shares of
Common  Stock  and  any  commitments  of the Company to issue or sell any Common
Stock  or securities convertible into shares of Common Stock and the exercise of
such  committed securities) (the "Conversion"), in accordance with the terms and
conditions  set  forth  in  that  certain  Series B Certificate of Designations,
Rights  and  Preferences  filed on May 17, 2000 ("Certificate of Designations").

          The  Agreement was not executed by all parties until 22 days after the
Certificate  of  Designations was filed with the Nevada Secretary of State.  The
Certificate  of  Designations  provides  that the Conversion shall automatically
occur  "thirty (30) days from the date hereof" (i.e., 30 days following the date
on  which the Certificate of Designations was filed); however, it was the mutual
intent  of  the Company and the Purchaser that the Agreement and the Certificate
of  Designations  be  dated as of the same date and that the 30-day period would
not begin until the Agreement had been executed.  Accordingly, the Company shall
file  a  Certificate  of  Correction  (the  form  of which is attached hereto as
Exhibit  A).  Please  review  the Certificate and initial below to indicate your
----------
approval  of its terms.  In addition, our counsel, Cathy Gawne, will provide you
with  a  shareholder  consent,  which  we  ask  you  to  sign and return to her.

   -  Purchaser approves the Certificate of Correction:   __________ (Purchaser)


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Terren  S.  Peizer
July  28,  2000
Page  2

          In  accordance  with our mutual understanding, and as reflected by the
Certificate  of Correction, the Conversion was to have occurred automatically on
July  7,  2000  (the  "Conversion  Date").  For  various  reasons, including the
Company's  inability  to fully convert the Preferred Stock into Common Stock due
to  an  insufficient  amount  of  authorized  shares available for issuance, the
Conversion  did  not  occur  on  that  date.  Had the Conversion occurred on the
Conversion Date, Purchaser would have received 34,540,266 shares of Common Stock
in  exchange  for  its  900  shares of Preferred Stock, only 27,914,023 of which
could  have  been  actually  issued  by the Company out of its authorized shares
available  for issuance.  Accordingly, pursuant to the terms of our May 22, 2000
side  letter,  you are entitled to receive $13,122,959 as a penalty payment from
the  Company.  In  addition,  the  May  22,  2000  side letter set forth certain
obligations  that  the  Company  failed  to  meet  in  connection with obtaining
shareholder  approval  to increase the number of the Company's authorized shares
of common stock.  As a result, you are entitled to an additional penalty payment
of  $8,000  from  the  Company.

          By  initialing  beneath the following paragraph where indicated and by
signing  below,  Purchaser  and  the  Company  hereby  agrees  as  follows:

          In consideration of Purchaser waiving its rights to the $13,130,959 in
penalty  payments  from  the  Company, and its rights to the 6,626,243 shares it
would  have received if the Company had a sufficient amount of authorized shares
available  for  issuance  to  Purchaser,  the  Company  shall issue to Purchaser
warrants  to  purchase  11,900,000  shares  of  the  Company's Common Stock (the
"Warrants").  The  terms  of  the  Warrants  are  as  set  forth  in the Warrant
Agreement  attached  hereto  as  Exhibit  B.
                                 ----------

     __________  (Purchaser)   ___________  (Company)

          If  the  foregoing is in accordance with your understanding, please so
indicate  by  initialing the spaces provided above and by signing this letter in
the  space  indicated  below  and  return  it  to  us  via  facsimile  today.

                              Very  truly  yours,

                              PHOTOLOFT.COM

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

ACCEPTED  AND  AGREED
  AS  OF  JULY  __,  2000


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INTELLECT  CAPITAL  GROUP,  LLC

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


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