EXHIBIT  3.4
CERTIFICATE  OF  DESIGNATIONS,  PREFERENCES  AND  RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                                  PHOTOLOFT.COM

     Photoloft.Com,  (the "COMPANY"), a corporation organized and existing under
the  General  Corporation  Law of the State of Nevada, does hereby certify that,
pursuant  to  authority  conferred upon the Board of Directors of the Company by
the  Certificate  of  Incorporation  of the Company, and pursuant to the General
Corporation  Law  of' the State of Nevada, the Board of Directors of the Company
at  a  meeting  duly  held,  adopted resolutions (i) authorizing a series of the
Company's  authorized  preferred  stock,  $.001  par  value  per share, and (ii)
providing  for  the  designations,  preferences  and  relative,  participating,
optional  or  other  fights, and the qualifications, limitations or restrictions
thereof,  of  125 shares of Series A Convertible Preferred Stock of the Company,
as  follows:


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     RESOLVED,  that  the  Company is authorized to issue 125 shares of Series A
Convertible  Preferred  Stock (the "SERIES A PREFERRED SHARES"), $.001 par value
per  share, which shall have the following powers, designations, preferences and
other  special  rights:

(1)     Dividends.  The  Series A Preferred Shares shall not bear any dividends.
        ---------

(2)  Holder's  Conversion  of  Series  A.  Preferred Shares.A holder of Series A
   ---------------------------------------------------------
Preferred  Shares  shall have the right, at such holder's option, to convert the
Series  A  Preferred Shares into shares of the Company's common stock, $.001 par
value  per  share  (the  "COMMON STOCK"), on the following terms and conditions:

     (a)  Conversion  Right.Subject to the provisions of Sections 2(g), and 3(a)
          ------------------
below,  at  any  time  or times on or after the earlier of (i) 90 days after the
Issuance  Date  (as  defined  herein), (ii) 5 days after receiving a "no-review"
status  from  the  U.S.  Securities  and  Exchange  Commission  (the  "SEC")  in
connection with a registration statement ("REGISTRATION STATEMENT") covering the
resale  of  Common Stock issued upon conversion of the Series A Preferred Shares
and  required  to  be  filed  by the Company pursuant to the Registration Rights
Agreement  between  the  Company and its initial holder(s) of Series A Preferred
Shares  (the  "REGISTRATION  RIGHTS  AGREEMENT"),  (iii)  the  date  that  the
Registration Statement is declared effective by the U.S. Securities and Exchange
Commission (the "SEC") any holder of Series A Preferred Shares shall be entitled
to  convert  any  Series  A  Preferred  Shares into fully paid and nonassessable
shares  (rounded  to  the  nearest  whole  share in accordance with Section 2(h)
below)  of  Common  Stock,  at the Conversion Rate (as defined below); provided,
however,  that  in  no  event other than upon a Mandatory Conversion pursuant to
Section  2(g)  hereof,  shall  any  holder(s)  be  entitled  to convert Series A
Preferred  Shares  in  excess of that number of Series A Preferred Shares which,
upon  giving  effect  to  such  conversion,  would cause the aggregate number of
shares  of  Common  Stock beneficially owned by the holder and its affiliates to
exceed  4.9%  of  the  outstanding  shares  of  the  Common Stock following such
conversion.  For  purposes  of  the  foregoing  proviso, the aggregate number of
shares  of  Common  Stock beneficially owned by the holder(s) and its affiliates
shall  include  the number of shares of Common Stuck issuable upon conversion of
the  Series  A  Preferred Shares with respect to which the determination of such
proviso  is  being  made, but shall exclude the number of shares of Common Stock
which  would  be  issuable  upon  (i) conversion of the remaining, non-converted
Series A Preferred Shares beneficially owned by the holder(s) and its affiliates
beneficially  owned by the holder and its affiliates. Except as set forth in the
preceding  sentence,  for purposes of this paragraph, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934,  as  amended,


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<PAGE>
     (b)  Conversion  Rate.The  number  of  shares of Common Stock issuable upon
          -----------------
conversion  of  each of the Series A Preferred Shares pursuant to Section (2)(a)
shall  be determined according to the following formula (the "CONVERSION RATE");

                          (.05)(N/365)(10,000) + 10,000
                          -----------------------------
                                CONVERSION PRICE

For purposes of this Certificate of Designations, the following terms shall have
the  following  meanings:

     (i) "CONVERSION PRICE" means as, of any Conversion Date (as defined below),
the  lower of the Fixed Conversion Price and the Floating Conversion Price, each
in  effect as of such date, if applicable, and subject to adjustment as provided
herein;

     (ii)  "FIXED  CONVERSION  PRICE"  means  120%  of the closing bid price (as
reported  by  Bloomberg)  of  the  Company's  common  stock on the Closing Date,
subject  to  adjustment,  as  provided  herein

     (iii)  "FLOATING  CONVERSION PRICE" means, as of any date of determination,
the  amount  obtained  by  multiplying the Conversion Percentage in effect as of
such  date by the Average Market Price for the Common Stock of the last five (5)
trading  days  immediately  preceding  the  date  of  conversion;


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     (iv)  "CONVERSION  PERCENTAGE"  means  80% as adjusted as described herein;

     (v)  "AVERAGE  MARKET  PRICE"  means,  with respect to any security for any
period,  that  price  which  shall  be computed as the arithmetic average of the
Closing  Bid Prices (as defined below) for such security for each trading day in
such  period;

     (vi)  "CLOSING  BID PRICE" means, for any security as of any date, the last
closing  bid  price on the Nasdaq Small Cap (the "NASDAQ-SMALL CAP") as reported
by  Bloomberg  Financial  Markets ("BLOOMBERG"), or, if the Nasdaq-NM is not the
principal  trading  market for such security, the last closing bid price of such
security  on  the  principal  securities  exchange  or trading market where such
security  is  listed  or traded as reported by Bloomberg, or if the foregoing do
not  apply, the last closing sale price of such security in the over-the-counter
market  on  the  pink  sheets or bulletin board for such security as reported by
Bloomberg,  or,  if  no  closing  sale  price  is  reported for such security by
Bloomberg,  the  last  closing  trade  price  of  such  security  as reported by
Bloomberg.  If  the  Closing Bid Price cannot be calculated for such security on
such  date on any of the foregoing bases, the Closing Bid Price of such security
on  such  date  shall  be the fair market value as reasonably determined in good
faith  by  the  Board of Directors of the Company (all as appropriately adjusted
for  any  stock  dividend,  stock split or other similar transaction during such
period);  and

     (vii)  "N"  means the number of days from, but excluding, the Issuance Date
through  and including the Conversion Date for the Series A Preferred Shares for
which  conversion  is  being  elected.

     (viii) "ISSUANCE DATE" means the date of issuance of the Series A Preferred
Shares.

     (c)  Penalty  - Registration Statement.If the Registration Statement is not
          ----------------------------------
declared effective by the SEC on or before the one hundred and twentieth (120th)
day  following  the  Issuance Date (the "SCHEDULED EFFECTIVE DATE"), or if after
the  Registration Statement has been declared effective by the SEC, sales cannot
be  made pursuant to the Registration Statement (whether because of a failure to
keep  the  registration  Statement effective, to disclose such information as is
necessary  for  sales  to  be  made  pursuant  to the Registration Statement, to
register  sufficient  shares  of  Common  Stock  or otherwise), then, as partial
relief  for  the  damages  to  any  holder(s)  by reason of any such delay in or
reduction  of  its  ability to sell the underlying shares of Common Stock (which
remedy  shall  not  be exclusive of any other remedies at law or in equity), the
Conversion  Percentage  and  the  Fixed  Conversion  Price  shall be adjusted as
follows:

     (i)  the Company will pay as liquidated damages ( the "LIQUIDATED DAMAGES")
to  the  Buyer(s) a cash amount within three (3) business days of the end of the
month  equal two percent (2%) per month of the Liquidation Value of the Series A
Preferred  Shares  outstanding  as  Liquidated  Damages.  (For  example,  if the
Registration  Statement  becomes  effective  one  (l)  month after the Scheduled
Effective  Date,  the  Company  will  pay  in  cash  to the Buyer(s) Twenty Five
Thousand  ($25,000)  dollars  in  Liquidated  Damages  (2.0%  of 1,250,000); and


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     (d)  Adjustment to Conversion Price - Dilution and Other Events.In order to
          -----------------------------------------------------------
prevent  dilution  of the rights granted under this Certificate of Designations,
the Conversion Price will be subject to adjustment from time to time as provided
in  this  Section  2(d).

     (i) Adjustment of Fixed Conversion Price upon Subdivision or Combination of
         -----------------------------------------------------------------------
Common  Stock.If  the  Company at any time subdivides (by any stock split, stock
--------------
dividend, re-capitalization or otherwise) one or more classes of its outstanding
shares  of  Common  Stock  into a greater number of shares, the Fixed Conversion
Price  in  effect  immediately prior to such subdivision will be proportionately
reduced.  If  the  Company  at  any time combines (by combination, reverse stock
split  or  otherwise)  one  or  more classes of its outstanding shares of Common
Stock  into  a  smaller  number  of shares, the Fixed Conversion Price in effect
immediately  prior  to  such  combination  will  be  proportionately  increased.

     (ii) Reorganization, Reclassification, Consolidation, Merger, or Sale. UPON
          ----------------------------------------------------------------
any  re-capitalization,  reorganization  reclassification, consolidation merger,
sale  of  a  or  substantially  all  of  the  Company's assets to another Person
(as  defined below) or other similar transaction which is effected in such a way
that  holders  of  Common Stock are entitled to receive (either directly or upon
subsequent  liquidation)  stock,  securities  or  assets  with  respect to or in
exchange  for  Common  Stock is (referred to herein as in "ORGANIC CHANGE"), all
Series A Preferred Shares than outstanding shall automatically be converted into
common Stock. 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.

(iii)  Notices.
       --------

     (A)  Immediately  upon  any adjustment of the Conversion Price, the Company
will  give  written  notice thereof to each holder of Series A Preferred Shares,
setting  forth  in  reasonable  detail  and  certifying  the calculation of such
adjustment.

     (B)  The  Company  will  give  written  notice  to  each holder of Series A
Preferred  Shares  at  least  twenty  (20)  days  prior to the date on which the
Company  closes  its books or takes a record (I) with respect to any dividend or
distribution  upon  the  Common  Stock,  (II)  with  respect  to  any  pro  rata
subscription offer to holders of Common Stock or (III) for determining rights to
vote  with  respect  to  any  Organic  Change,  dissolution  or  liquidation.

     (C)  The  Company  will also give written notice to each holder of Series A
Preferred  Shares  at  least  twenty  (20)  days  prior to the date on which any
Organic  Change,  dissolution  or  liquidation  will  take  place.

     (e)  Purchase Rights.If at any time the Company grants, issues or sells any
          ----------------
Options,  Convertible  Securities  or  rights  to  purchase  stock,  warrants,
securities  or  other  property  pro  rata to the record holders of any class of
Common  Stock  (the "PURCHASE RIGHTS"), then the holder(s) of Series A Preferred


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<PAGE>
Shares  will  be entitled to acquire, upon the terms applicable to such Purchase
Rights,  the  aggregate Purchase Rights which such holder could have acquired if
such  holder(s)  had  held  the number of shares of Common Stock acquirable upon
complete conversion of the Series A Preferred Shares immediately before the date
an  which  a  record  is  taken  for the grant issuance or sale of such Purchase
Rights,  or,  if  no  such  record  is  taken,  the  date as of which the record
holder(s)  of  Common Stock are to be determined for the grant, issue or sale of
such  Purchase  Rights.

     (f)  Mechanics  of  Conversion.Subject  to the Company's inability to fully
          --------------------------
satisfy its obligations under a Conversion Notice (as defined below) as provided
for  in  Section  5  below:

     (i)  Holder(s)  Delivery  Requirements.To convert Series A Preferred Shares
          ----------------------------------
into  full  shares  of  Common  Stock  on  any date (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 A 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.  Upon  such  conversion  by  any  such
holder(s)  the 5% per annum premium which has accrued shall be payable hereunder
shall  be paid in cash or common stock (based upon the Conversion Price) at such
time  at  the  election  of  each  of  the  holder(s).

     (ii) Company's Response. Upon receipt by the Company of a facsimile copy of
          -------------------
a  Conversion  Notice,  the  Company  shall  immediately  send, via Facsimile, a
confirmation  of  receipt  of  such  Conversion  Notice  to such holder(s). Upon
receipt by the Company or the Transfer Agent of the Preferred Stock Certificates
to  be  converted  pursuant to a Conversion Notice, together with the originally
executed  Conversion  Notice,  the Company or the Transfer Agent (as applicable)
shall,  within  five  (5) business days following the date of receipt, (A) issue
and  surrender  to  a  common  carrier  for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of the
holder(s) or its designee, for the number of shares of Common Stock to which the
holder(s)  shall  be  entitled  or  {B) credit the aggregate number of shares of
Common  Stock  to  which  the  holder  shall be entitled to the holder(s) or its
designee's  balance  account  at  The  Depository  Trust  Company.

     (iii)  Failure to Issue Unrestricted Stock.  The Company's failure to issue
            -----------------------------------
unrestricted  free  trading  stock  to  the  Investors  upon conversion shall be
considered  an  Event  of  Default, which if not cured with ten (10) days, shall
entitle  the  Investor  full repayment of the convertible then outstanding.  The
Company  acknowledges  that  failure to honor a Notice of Conversion shall cause
definable  financial  hardship  on  the  Investor(s).

     (iv) Dispute Resolution.In the case of a dispute as to the determination of
          -------------------
the  Average  Market Price or the arithmetic calculation of the Conversion Rate,
the  Company  shall  promptly issue to the holder the number of shares of Common


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Stock  that  is  not  disputed  and  shall submit the disputed determinations or
arithmetic calculations to the holder(s) via facsimile within three (3) business
days  of  receipt of such holder(s) Conversion Notice. If such holder(s) and the
Company  are  unable to agree upon the determination of the Average Market Price
or arithmetic calculation of the Conversion Rate within two (2) business days of
such  disputed  determination  or  arithmetic calculation being submitted to the
holder(s),  then  the  Company  shall  within  one  (1)  business day submit via
facsimile  (A)  the  disputed  determination  of  the Average Market Price to an
independent,  reputable  investment  bank  or  (B)  the  disputed  arithmetic
calculation  of  the Conversion Rate to its independent, outside accountant. The
Company  shall  cause the investment bank or the accountant, as the case may be,
to  perform  the  determinations  or calculations and notify the Company and the
holder(s)  of  the results no later than forty-eight (48) hours from the time it
receives  the disputed determinations or calculations. Such investment bank's or
accountant's  determination or calculation, as the ease may be, shall be binding
upon  all  parties  absent  manifest  error.

     (v)  Record  Holder(s).The person or persons entitled to receive the shares
          ------------------
of Common Stock issuable upon a conversion of Series A Preferred Shares shall be
treated  for all purposes as the record holder(s) of such shares of Common Stock
on  the  Conversion  Date.


     (g)  Mandatory  Conversion.If  any  Series  A  Preferred  Shares  remain
          ----------------------
outstanding  on  MARCH 3, 2002, then all such Series A Preferred Shares shall be
converted  as of such date in accordance with this Section 2 as if the holder(s)
of  such  Series  A Preferred Shares had given the Conversion Notice on MARCH 3,
2002,  and  the  Conversion  Date  had been fixed as of  MARCH  3, 2002, for all
purposes  of  this Section 2, and all holders of Series A Preferred Shares shall
thereupon  and  with  two  (2)  business days thereafter surrender all Preferred
Stock  Certificates,  duly  endorsed  for  cancellation,  to  the Company or the
Transfer  Agent. No person shall thereafter have any rights in respect of Series
A  Preferred  Shares,  except  the  right  to  receive shares of Common Stock on
conversion  thereof  as  provided  in  this  Section  2.

     (h)  Fractional  Shares.The Company shall not issue any fraction of a share
          -------------------
of  Common  Stock  upon  any  conversion.  All shares of Common Stock (including
fractions thereof) issuable upon conversion of more than one share of the Series
A  Preferred  Shares  by  a  holder  thereof shall be aggregated for purposes of
determining whether the conversion would result in the issuance of a fraction of
a  share of Common Stock. If, after the aforementioned aggregation, the issuance
would  result  in  the  issuance  of a fraction of it share of Common Stock, the
Company  shall  round such fraction of a share of Common Stock up or down to the
nearest  whole  share.


(3)  Inability  to  Fully  Convert.
     ------------------------------

     (a)     Holder(s)  Option  if  Company  Cannot Fully Convert.If at any time
             -----------------------------------------------------
     after  the  earlier  to  occur  of (i)  effectiveness  of the  Registration
     Statement or (ii) ninety (90) days after the Scheduled Effective Date, upon
     the Company's


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<PAGE>
     receipt of a Conversion Notice, the Company does not issue shares of Common
     Stock which are  registered  for resale  under the  Registration  Statement
     within  five (5)  business  days of the time  required in  accordance  with
     Section 2(t) hereof,  for any reason or for no reason,  including,  without
     limitation,  because the Company (x) does not have a  sufficient  number of
     shares  of  Common  Stock  authorized  and  available,   (y)  is  otherwise
     prohibited by applicable  law or by the roles or  regulations  of any stock
     exchange,   inter-dealer   quotation   system   or  other   self-regulatory
     organization  with  jurisdiction  over the Company or its  Securities  from
     issuing all of the Common  Stock  which is to be issued to a  holder(s)  of
     Series A Preferred  Shares pursuant to a Conversion  Notice or (z) fails to
     have a sufficient  number of shares of Common Stock registered and eligible
     for resale under the Registration  Statement,  then the Company shall issue
     as many shares of Common  Stock as it is able to issue in  accordance  with
     suck  holder(s)  Conversion  Notice and pursuant to Section 2(f) above and,
     with respect to the unconverted  Series A Preferred Shares,  the holder(s),
     solely at such  holder(s)  option,  can, in addition to any other  remedies
     such holder may have  hereunder,  under the Securities  Purchase  Agreement
     (including indemnification under Section 8 thereof), under the Registration
     Rights Agreement, at law or in equity, elect to:

II)  REQUIRE  THE COMPANY TO REDEEM FROM SUCH HOLDER(S) THOSE SERIES A PREFERRED
     SHARES FOR WHICH THE COMPANY IS UNABLE TO ISSUE COMMON STOCK IN  ACCORDANCE
     WITH SUCH HOLDER'S  CONVERSION NOTICE  ("MANDATORY  REDEMPTION") AT A PRICE
     PER SERIES A PREFERRED  SHARE (THE "MANDATORY  REDEMPTION  PRICE") EQUAL TO
     THE GREATER OF X) 120% OF THE  LIQUIDATION  VALUE OF SUCH SHARE AND (Y) THE
     REDEMPTION RATE AS OF SUCH CONVERSION DATE;

     (ii)  if the Company's inability to fully convert Series A Preferred Shares
is  pursuant  to  Section 5(a)(z) above, require the Company to issue restricted
shares  of  Common  Stock in accordance with such holder's Conversion Notice and
pursuant  to  Section  2if)  above;  or

     (iii)  void  its Conversion Notice and retain or have returned, as the case
may  be,  the  nonconverted  Series A Preferred Shares that were to be converted
pursuant  to  such  holder's  Conversion  Notice.

     (4)  Reissuance of Certificates. In the event of a conversion or redemption
          -----------------------------
pursuant  to  this  Certificate of Designations of less than all of the Series A
Preferred  Shares  represented  by a particular Preferred Stock Certificate, the
Company  shall  promptly  cause to be issued and delivered to the holder of such
Series  A  Preferred  Shares  a  Preferred  stock  certificate  representing the
remaining  Series  A  Preferred  Shares  which  have  not  been  so converted or
redeemed.

     (5) Reservation of Shares.The Company shall, so long as any of the Series A
         ----------------------
Preferred  Shares  are  outstanding,  reserve  and  keep  available  out  of its
authorized  and  unissued  Common Stock, solely for the purpose of effecting the
conversion  of  the  Series  A Preferred Shares, such number of Shares of Common


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Stock  as  shall from time to time be sufficient to affect the conversion of all
of  the  Series  A  Preferred Shares.  If at any time, the Company does not have
available  an amount of authorized and unissued shares of Common Stock necessary
to  satisfy full conversion of all of the Series A Preferred Shares outstanding,
the  Company shall call and hold a special shareholders meeting with thirty (30)
days of such occurrence, for the sole purpose of increasing the number of shares
authorized.  Furthermore,  management  of  the  Company  shall  recommend to the
shareholders  to  vote  in  favor  of  increasing  the  number  of common shares
authorized.  Management shall also vote all of its Shares in favor of increasing
the  number  of  shares  of  Common  Stock  authorized.

     (6)  Voting  Rights,Holder(s)  of  Series  A Preferred Shares shall have no
          ---------------
voting  rights,  except  as  required  by  law, including but not limited to the
General Corporation Law of the State of Nevada and as expressly provided in this
Certificate  of  Designations.

     (7)  Liquidation,  Dissolution, Winding-Up.In the event of any voluntary or
          --------------------------------------
involuntary  liquidation,  dissolution,  or  winding  up  of  the  Company,  the
holder(s)  of the Series A Preferred Shares shall be entitled to receive in cash
out  of  the  assets  of  the  Company,  whether  from  capital or from earnings
available  for  distribution to its stockholders (the "PREFERRED FUNDS"), before
any  amount  shall  be  paid  to  the holders of any of the capital stock of the
Company  of any class junior in rank to the Series A Preferred Shares in respect
of  the  preferences  as  to  the distributions and payments on the liquidation,
dissolution  and  winding  up  of  the Company, an amount per Series A Preferred
Share  equal to the sum off (i) $ 10,000 and (ii) an amount equal to the product
of  (.05)  (N/365)  ($10,000)  (such  sum  being referred to as the "LIQUIDATION
VALUE");  provided that, if the Preferred Funds are insufficient to pay the full
amount  due  to the holders of Series A Preferred Shares and holder(s) of shares
of  other  classes or series of preferred stock of the Company that are of equal
rank  with  the Series A Preferred Shares as to payments of Preferred Funds (the
"PARI  PASSU  SHARES"),  then  each holder of Series A Preferred Shares and Pari
Passu Shares shall receive a percentage of the Preferred Funds equal to the full
amount of Preferred Funds payable to such holder as a liquidation preference, in
accordance  with  their  respective Certificate of Designations, Preferences and
Rights  as  a  percentage  or  the full amount of Preferred Funds payable to ail
holders  of  Series  A  Preferred  Shares and Pari Passu Shares. The purchase or
redemption  by the Company of stock of any class in any manner permitted by law,
shall  not for the purposes hereof, be regarded as a liquidation, dissolution or
winding  up  of  the Company. Neither the consolidation or merger of the Company
with  or  into any other Person, nor the sale or transfer by the Company of less
than  substantially ail of its assets, shall, for the purposes hereof, be deemed
to  be  a  liquidation,  dissolution  or winding up of the Company. No holder of
Series  A Preferred Shares shall be entitled to receive any amounts with respect
thereto  upon  any  liquidation,  dissolution or winding up of the Company other
than  the  amounts  provided  for  herein.

     (10)  Preferred  Rate.All shares of Common Stock shall be of junior rank to
           ----------------
all  Series A Preferred Shares in respect to the preferences as to distributions
and  payments  upon the liquidation, dissolution, and winding up of the Company.
The rights of the shares of Common Stock shall be subject to the Preferences and
relative  rights of the Series A Preferred Shares. The Series A Preferred Shares


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<PAGE>
shall  be  of  greater  than any Series of Common or Preferred Stock hereinafter
issued  by the Company. Without the prior express written consent of the holders
of  not  less  than  two-thirds (2/3) of the then outstanding Series A Preferred
Shares,  the  Company shall not hereafter authorize or issue additional or other
capital  stock  that is of senior or equal rank to the Series A Preferred Shares
in  respect  of  the  preferences  as  to  distributions  and  payments upon the
liquidation,  dissolution  and  winding  up  of  the  Company. Without the prior
express written consent of the holders off not less than two-thirds (2/3) of the
then  outstanding  Series  A  Preferred  Shares, the Company shall not hereafter
authorize or make any amendment to the Company's Certificate of Incorporation or
bylaws,  or  make  any  resolution  of  the  board  of directors with the Nevada
Secretary  of  State  containing any provisions, which would adversely affect or
otherwise  impair the rights or relative priority of the holders of the Series A
Preferred  Shares  relative to the holders of the Common Stock or the holders of
any other class of capital stock. In the event of the merger or consolidation of
the  Company  with  or  into  another corporation, the Series A Preferred Shares
shall maintain their relative powers, designations, and preferences provided for
herein  and  no  merger  shall  result  inconsistent  therewith.

(11)  Restriction  on  Redemption  and  Dividends.
      --------------------------------------------

     (a)  Restriction  on  Dividend.If  any  Series  A  Preferred  Shares  are
          --------------------------
outstanding,  without  the  prior  express written consent of the holders of not
less  than  two-thirds  (2/3) of the then outstanding Series A Preferred Shares,
the  Company shall not directly or indirectly declare, pay or make any dividends
or  other  distributions  upon any of the Common Stock so long as written notice
thereof  has  been given to holders of the Series A Preferred Shares at least 30
days prior to the earlier of (a) the record date taken for or (b) the payment of
any  such  dividend  or  other distribution. Notwithstanding the foregoing, this
Section  10(a)  shall  not  prohibit  the  Company  from  declaring and paying a
dividend  in  cash  with respect to the Common Stock so long as the Company: (i)
pays  simultaneously  to  each  holder of Series A Preferred Shares an amount in
cash  equal  to  the  amount  such holder(s) would have received had all of such
holder(s)  Series  A Preferred Shares been converted to Common Stock pursuant to
Section  2  hereof  one  business  day  prior  to  the  record date for any such
dividend,  and  (ii)  after giving effect to the payment of any dividend and any
other  payments  required  in connection therewith including to the holder(s) of
the  Series  A Preferred Shares under clause 10(a)(i) hereof, the Company has in
cash  or  cash  equivalents  an amount equal to the aggregate of: (A) all of its
liabilities  reflected  on  its  most  recently available balance sheet, (B) the
amount  of  any  indebtedness incurred by the Company or any of its subsidiaries
since  its  most  recent balance sheet and (C) 125% of the amount payable to all
holder(s)  of any shares of any class of preferred stock of the Company assuming
a  liquidation of the Company as the date of its most recently available balance
sheet.

     (b)  Restriction  on  Redemption. If any  Series  A  Preferred  Shares  are
          ----------------------------
outstanding,  without  the  prior  express written consent of the holders of not
less  than  two-thirds  (2/3) of the then outstanding Series A Preferred Shares,
the  Company  shall  not  directly  or  indirectly redeem, purchase or otherwise
acquire  from  any  person  or  entity'  other  than  from  a direct or indirect
wholly-owned  subsidiary of the Company, or permit any subsidiary of the Company
to  redeem,  purchase  or otherwise acquire from any person or entity other than
from  the  Company  or another direct or indirect wholly-owned subsidiary of the


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Company,  any of the Company's or any subsidiary's capital stock or other equity
securities (including, without limitation, warrants, options and other rights to
acquire  such  capital  stock  or  other  equity  securities).

     (12) Vote to Change the Terms of Series A Preferred Shares. The affirmative
          ------------------------------------------------------
vote  at a meeting duly called for such purpose or the written consent without a
meeting,  of  the  holders  of  not  less  than  two-thirds  (2/3)  of  the then
outstanding  Series A Preferred Shares, shall be required for any change to this
Certificate  of Designations or the Company's Certificate of Incorporation which
would  amend,  alter,  change  or  repeal  any  of  the  powers,  designations,
preferences  and  rights  of  the  Series  A  Preferred  Shares.

     (13) Lost  or  Stolen Certificates. Upon receipt by the Company of evidence
          ------------------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing the Series A Preferred Shares, and, in
the  case  of  loss, theft or destruction, of any indemnification undertaking by
the  holder  to  the  Company and, in the case of mutilation, upon surrender and
cancellation  of  the  Preferred Stock Certificate(s), the Company shall execute
and deliver new preferred stock certificate(s) of like tenor and date; provided,
however,  the  Company  shall  not  be  obligated  to  re-issue  preferred stock
certificates  if the holder(s) contemporaneously requests the Company to convert
such  Series  A  Preferred  Shares  into  Common  Stock.

     (14) Withholding  Tax  Obligations  Notwithstanding  anything herein to the
          ------------------------------
contrary,  to  the  extent  that the Company receives advice in writing from its
counsel that there is a reasonable basis to believe that the Company is required
by  applicable  federal  laws or regulations and delivers a copy of such written
advice  to the holders of the Series A Preferred Shares so effected, the Company
may reasonably condition the making of any distribution (as such term is defined
under  applicable  federal  tax  law and regulations) in respect of any Series A
Preferred Shares on the holder of such Series A Preferred Shares depositing with
the  Company  an  amount of cash sufficient to enable the Company to satisfy its
withholding  tax  obligations  (the  "WITHHOLDING  TAX")  with  respect  to such
distribution,  Notwithstanding the foregoing or anything to the contrary, if any
holder  of  the Series A Preferred Shares so effected receives advice in writing
from its counsel that there is a reasonable basis to believe that the Company is
not so required by applicable federal laws or regulations and delivers a copy of
such  written  advice  to  the  Company,  the  Company shall not be permitted to
condition  the  making  of  any  such  distribution  in  respect of any Series A
Preferred  Share on the holder of such Series A Preferred Shares depositing with
the  Company  any  Withholding  Tax with respect to such distribution, provided,
                                                                       ---------
however,the Company may reasonably condition the making of any such distribution
-------
in  respect  of  any  Series  A  Preferred  Share on the holder of such Series A
Preferred Shares executing and delivering to the Company, at the election of the
holder, either: (i) if applicable, a property completed Internal Revenue Service
Form  4224,  or  (a) an indemnification agreement in reasonably acceptable form,
with  respect  to  any federal tax liability, penalties and interest that may be
imposed  upon  the  Company  by  the Internal Revenue Service as a result of the
Company's  failure  to  withhold  in  connection  with such distribution to such
holder.  If  the  conditions in the preceding two sentences are fully satisfied,
the  Company  shall  not  be required to pay any additional damages set forth in
Section  2(f)(v)  of  this  Certificate of Designations if its failure to timely


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deliver  any  Conversion  Shares  results  solely  from the holder(s) failure to
deposit  any  withholding  tax  hereunder  or provide to the Company an executed
indemnification  agreement  in  the form reasonably satisfactory to the Company.


                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


IN  WITNESS  WHEREOF, the Company has caused this Certificate of Designations to
be  signed by Jack Marshall, its President, as of the 3rd  day of  March , 2000.

PHOTOLOFT.COM


By:
Name:  Jack  Marshall
Title:  President


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