WARRANT AGREEMENT
                           TO PURCHASE COMMON STOCK OF
                                 PHOTOLOFT, INC.

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE
AND  ARE  BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THE SECURITIES ARE SUBJECT TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  THE  SECURITIES  ACT  AND  SUCH  LAWS  PURSUANT TO
REGISTRATION  OR  AN  EXEMPTION  THEREFROM.

     This  Warrant  Agreement (the "Agreement") is entered into this 28th day of
July  2000,  by  and between PhotoLoft, Inc. ("PhotoLoft") and Intellect Capital
Group,  LLC  ("Holder").  For  good  and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the parties agree as follows:

1.     Issuance  of  Warrants.  PhotoLoft,  subject  to the terms and conditions
       ----------------------
hereinafter  set  forth,  hereby  issues  to Holder warrants (the "Warrants") to
purchase  an  aggregate  of  eleven  million nine hundred thousand  (11,900,000)
shares  of  PhotoLoft  common  stock  (the  "Shares"). The exercise price of the
Shares  shall be $1.65 per share (the "Exercise Price") subject to adjustment in
accordance  with  Section  6  of  this  Agreement.

2.     Term.  The  Warrants  may be exercised at any time after December 8, 2000
       ----
("Effective  Date"),  and  on or before the expiration of sixty (60) months from
the  Effective  Date.

3.     Exercise;  Exchange.
       -------------------

     (a)     Holder  may exercise the Warrants granted hereunder, at any time or
from  time  to time after the Effective Date, in whole or in part, by delivering
to  PhotoLoft  at the office of PhotoLoft, or at such other address as PhotoLoft
may  designate  by  notice  in  writing  to  the  Holder, the Notice of Exercise
attached  hereto  as  Exhibit  A  and  incorporated  herein  by  reference and a
                      ----------
certified  check  or  wire transfer in lawful money of the United States for the
Exercise  Price for the entire amount of the number of Warrants being exercised.
In  the  case  of  a  partial exercise, any remaining unexercised warrants shall
continue  to  be  governed  by  and subject to the provisions of this Agreement.
Upon  delivery  of  the Notice of Exercise and certified check or wire transfer,
Holder  shall  be entitled to receive a certificate or certificates representing
the  Shares  for  which  a  Notice  of  Exercise  has  been  delivered.

     (b)     At  any  time or from time to time after the Effective Date, Holder
may  exchange  the  Warrants  for Shares in whole or in part, on a 2 for 1 basis
(for  every  2  Warrants  exchanged,  one Share will be issued) by delivering to
PhotoLoft  at the office of Photoloft, or at such other address as PhotoLoft may
designate  by  notice  in writing to the Holder, the Notice of Exchange attached
hereto  as Exhibit B and incorporated herein by reference.  Upon delivery of the
           ---------
Notice  or  Exchange,  Holder  shall  be  entitled  to  receive a certificate or
certificates  representing  the  appropriate  number  of  Shares.


<PAGE>
     (c)     Upon  delivery  to  Holder  pursuant  to  Section 3(a) or 3(b), the
Shares  so delivered shall be validly issued, fully paid and non-assessable.  If
PhotoLoft  shall fail for any reason or for no reason to issue to  Holder within
ten  (10)  business  days  after  the  time  required under this Section 3(c), a
certificate  for  the  number of Shares to which the Holder is entitled upon the
Holder's  exercise  or exchange of the Warrants in accordance with Sections 3(a)
or 3(b), in whole or in part, or a new Warrant for the number of Shares to which
the Holder is entitled, PhotoLoft shall, in addition to any other remedies under
this  Agreement  or otherwise available to the Holder, pay as additional damages
in  cash  to the  Holder for each day such issuance is not timely effected after
the  tenth (10th) business day following the time required under this section an
amount equal to 0.1% of the product of (x) the number of Shares not delivered to
the  Holder  on  a  timely basis, or the number of Shares represented by the new
Warrant  not  issued to the Holder on a timely basis, as the case may be, and to
which the Holder is entitled hereunder and (y) the Closing Bid Price (as defined
in the Certificate of Designation) of the Shares on the last possible date which
PhotoLoft  could  have  issued  such new Warrant or Shares to the Holder without
violating  this  Section.

     (d)     Warrants  shall  be  deemed to have been exercised or exchanged, as
the  case  may be, immediately prior to the close of business on the day of such
delivery, and Holder shall be deemed the holder of record of the Shares issuable
upon  such  exercise  or  exchange,  as  the  case  may  be,  at  such  time.

     (e)     Upon  any  partial exercise or exchange, as the case may be, of the
Warrants,  this  Agreement  shall be deemed to be automatically amended so as to
apply  to the  number of Shares not purchased upon such exercise or exchange, as
the  case  may be, and such unexercised or unexchanged Warrants, as the case may
be,  shall  continue  to  be  governed  by  and  subject  to  the  terms hereof.

     (f)     No  fractional  Shares  are to be issued upon the exercise of these
Warrants, but rather the number of Shares issued upon exercise of these Warrants
shall  be  rounded  up  or  down  to  the  nearest  whole  number.

4.     Representations  and Warranties of PhotoLoft.  PhotoLoft hereby covenants
       --------------------------------------------
and  agrees  as  follows:

     (a)     This  Warrant is, and any Warrants issued in substitution for or in
replacement  of  this Warrant will upon issuance be, duly authorized and validly
issued.

     (b)     All  Shares  that  may  be  issued  upon the exercise of the rights
represented  by  this Warrant will, upon issuance, be validly issued, fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue  thereof.


<PAGE>
5.     Representations  and  Warranties of Holder.  Holder hereby represents and
       ------------------------------------------
warrants  to  PhotoLoft  as  follows:

     (a)     Sophistication.  Holder  has (i) a preexisting personal or business
relationship  with  PhotoLoft  or  one  or  more  of its officers, directors, or
control persons; or (ii) by reason of Holder's business or financial experience,
or  by  reason  of the business or financial experience or of Holder's financial
advisor  who  is  unaffiliated  with  and  who  is  not compensated, directly or
indirectly,  by PhotoLoft or any affiliate or selling agent of PhotoLoft, Holder
is  capable  of  evaluating  the  risks  and  merits  of  this investment and of
protecting  Holder's  own  interests  in  connection  with  this  investment.

     (b)     Accredited Investor.     Holder is an "accredited investor" as such
term  is  defined  under  Regulation D of the Securities Act of 1933, as amended
(the  "Securities  Act").

     (c)     Investment  Intent.  Holder  is  purchasing  the Warrants, and will
purchase  the  Shares  solely for its own account for investment.  Holder has no
present  intention  to  resell  or  distribute the Warrants or the Shares or any
portion  thereof.  The  entire  legal and beneficial interest of the Warrants is
being  purchased,  and  will  be held, for Holder's account only, and neither in
whole  or  in  part  for  any  other  person.

     (d)     Information  Concerning  Company.  Holder  is aware of the business
affairs  and  financial  condition  of  PhotoLoft  and  has  acquired sufficient
information  about  PhotoLoft  to make an informed and knowledgeable decision to
purchase  the  Warrants  and  the  Shares.

     (e)     Economic  Risk.  Holder  realizes that the purchase of the Warrants
and  the  Shares  will  be  a  highly speculative investment and involves a high
degree  of  risk.  Holder is able, without impairing its financial condition, to
hold  the  Warrants  and/or  the  Shares for an indefinite period of time and to
suffer  a  complete  loss  of  its  investment.

6.     Anti-dilution  Adjustments.  The  Warrants  granted  hereunder  and  the
       --------------------------
Exercise Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events  as  set  forth  below.

     (a)     Stock  Splits  and  Dividends.  If  outstanding shares of PhotoLoft
Common  Stock  shall be subdivided into a greater number of shares or a dividend
in  Common Stock shall be paid in respect of Common Stock, the Exercise Price in
effect  immediately  prior  to  such  subdivision  or at the record date of such
dividend  shall  simultaneously  with  the  effectiveness of such subdivision or
immediately  after  the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares,  the  Exercise  Price  in  effect  immediately prior to such combination
shall,  simultaneously  with  the  effectiveness  of  such  combination,  be
proportionately  increased.  When  any  adjustment is required to be made in the
Exercise  Price,  the  number  of  Shares  purchasable  upon the exercise of the
Warrants  shall  be  changed  to the number determined by dividing (i) an amount
equal  to  the  number  of  Shares  issuable  upon  the exercise of the Warrants
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately  prior  to  such  adjustment,  by  (ii) the Exercise Price in effect
immediately  after  such  adjustment.


<PAGE>
     (b)     Reclassification,  Etc.  In  case there occurs any reclassification
or  change  of  the outstanding securities of PhotoLoft or any reorganization of
PhotoLoft  (or any other corporation the stock or securities of which are at the
time  receivable  upon  the  exercise  of the Warrants) or any similar corporate
reorganization on or after the date hereof, then, and in each such case, Holder,
upon  the  exercise  hereof  at  any  time  after  the  consummation  of  such
reclassification,  change,  or  reorganization, shall be entitled to receive, in
lieu  of the stock or other securities and property receivable upon the exercise
hereof  prior to such consummation, the stock or other securities or property to
which  Holder  would  have  been  entitled  upon such consummation if Holder had
exercised  the  Warrants  immediately  prior  thereto,  all  subject  to further
adjustment  pursuant  to  the  provisions  of  this  Section.

     (c)     Adjustment Certificate.  When any adjustment is required to be made
in  the  Shares  or the Exercise Price pursuant to this Section, PhotoLoft shall
promptly mail to Holder a certificate setting forth (i) a brief statement of the
facts  requiring  such adjustment, (ii) the Exercise Price after such adjustment
and  (iii)  the  kind  and  amount of stock or other securities or property into
which  the  Warrants  shall  be  exercisable  after  such  adjustment.

7.     Notices.  PhotoLoft  will  give  written  notice  to  the Holder at least
       --------
twenty  (20)  days prior to the date on which any reorganization, consolidation,
merger,  sale,  dissolution,  liquidation or other similar transaction will take
place.

8.     Lost,  Stolen,  Mutilated or Destroyed Warrant.  If this Warrant is lost,
       ----------------------------------------------
stolen,  mutilated  or destroyed, PhotoLoft shall, on receipt of indemnification
undertaking and upon a notarized affidavit stating the cause for a new issuance,
issue  a  new  Warrant  of  like  denomination and tenor as the Warrant so lost,
stolen,  mutilated  or  destroyed.

9.     Reservation  of  Shares.  PhotoLoft  shall  at  all times keep reserved a
       -----------------------
sufficient  number  of  authorized  shares  of  Common  Stock to provide for the
exercise  of  the  Warrants  in  full.

10.     Transferability.  The  Warrants  issued hereunder and any and all Shares
        ---------------
issued  upon  exercise  of  the  Warrants  shall be transferable on the books of
PhotoLoft  by the holder hereof in person or by duly authorized attorney subject
to  any restrictions imposed by applicable federal or state securities laws.  It
shall be a further condition to any transfer of the Warrants that the transferor
(if  any  portion of the Warrants are retained) and the transferee shall receive
and  accept new Warrants, of like tenor and date, executed by PhotoLoft, for the
portion  so  transferred  and for any portion retained, and shall surrender this
Agreement  executed.

11.     Voting.   Nothing  contained  in  this  Agreement  shall be construed as
        ------
conferring  upon  Holder the right to vote or to receive dividends or to consent
or receive notice as a shareholder in respect to any meeting of shareholders for
the  election  of  directors of PhotoLoft or for any other purpose not specified
herein.


<PAGE>
12.     Miscellaneous.
        -------------

     (a)     Amendment.  This  Agreement  may  be  amended  by written agreement
between  PhotoLoft  and  Holder.

     (b)     Notice.  Any  notice, demand or request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered  personally  or sent by telegram or forty-eight (48) hours after being
deposited  in  the  U.S.  mail,  as  certified  or  registered  mail,  or with a
commercial  courier  service,  with  postage  prepaid,  and  addressed,  if  to
PhotoLoft,  at  its principal place of business, attention the President, and if
to  Holder,  at  Holder's  address  as  shown on the stock records of PhotoLoft.

     (c)     Further  Assurances.     Both  parties  agree  to  execute  any
additional  documents  and  take  any further actions necessary to carry out the
purposes  of  this  Agreement.

     (d)     Severability.  If  any  provision  of this Agreement is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions  of  this  Agreement  will  continue  in  full  force  and  effect.

     (e)     Governing  Law.  This Agreement will be interpreted and enforced in
accordance  with  California  law.

     (f)     Survival.  The representations and warranties of the parties hereto
set  forth  in  this Agreement shall survive the closing and consummation of the
transactions  contemplated  hereby for a period of five  (5) years from the date
hereof.

     (g)     Entire  Agreement;  Successors and Assigns.  This Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between  Holder  and  PhotoLoft  relative  to  the  subject  matter hereof.  Any
previous  agreements  between  the  parties  are  superseded  by this Agreement.
Subject  to  any  exceptions specifically set forth in this Agreement, the terms
and  conditions  of  this Agreement shall inure to the benefit of and be binding
upon  the respective executors, administrators, heirs, successors and assigns of
the  parties.

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

     (i)     Headings.  The  headings  of the Sections of this Agreement are for
convenience  and  shall  not  by themselves determine the interpretation of this
Agreement.

     (j)     Attorney Fees.     If any action is brought to interpret or enforce
the  terms  of  this  Agreement,  the  prevailing  party in such action shall be
entitled  to  recover  its  attorneys fees and costs incurred in connection with
such  action.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed  and  delivered  by  their  duly  authorized  officers.


PHOTOLOFT:                    PHOTOLOFT,  INC.


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


HOLDER:                       INTELLECT  CAPITAL  GROUP,  LLC



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


<PAGE>
                                                                      EXHIBIT  A

                                     WARRANT

                               NOTICE OF EXERCISE
                               ------------------


To:  PhotoLoft,  Inc.

     (1)     Intellect  Capital  Group, LLC ("Holder") hereby elects to purchase
______________  shares of Common Stock of PhotoLoft, Inc. ("PhotoLoft") pursuant
to  the  terms  of  the Warrant Agreement dated July ____, 2000, and executed by
Holder  and  PhotoLoft,  and  tenders  herewith payment of the purchase price in
full,  together  with  all  applicable  transfer  taxes,  if  any.

     (2)     Please issue a certificate or certificates representing said shares
in  the  name  of  Holder.


HOLDER:                               INTELLECT  CAPITAL  GROUP,  LLC



                                      By:________________________
                                           Terren  S.  Peizer,
                                           Chief  Executive  Officer


<PAGE>
                                                                      EXHIBIT  B


                                     WARRANT

                               NOTICE OF EXCHANGE
                               ------------------


To:  PhotoLoft,  Inc.

     (1)     Intellect  Capital  Group, LLC ("Holder") hereby elects to exchange
______________ Warrants for __________ shares of Common Stock of PhotoLoft, Inc.
("PhotoLoft")  pursuant to the terms of the  Warrant  Agreement dated July ____,
2000,  and  executed  by  Holder  and  PhotoLoft.

     (2)     Please issue a certificate or certificates representing said shares
in  the  name  of  Holder.



HOLDER:                              PHOTOLOFT,  INC.


                                     By:_______________________

                                     Its:_______________________


<PAGE>