Nothing in connection with the following Separation Agreement and General
Release is agreed until everything is agreed in a writing signed by all parties.

                            SEPARATION AGREEMENT AND

                                 GENERAL RELEASE
                                 ---------------


          This SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is entered
into  by  and  between Edward MacBeth ("Employee") and Brightcube, Inc. formerly
known  as  Photoloft,  Inc.  (hereinafter  "Brightcube"  or  the  "Company").

                              W I T N E S S E T H:

          WHEREAS,  Company  employed  Employee  as  its  President  and  Chief
Operating  Officer  from July 2000 until January 19, 2001 ("Separation Date") at
which  time  he  resigned his employment with Brightcube and his position on the
Company's  Board  of  Directors;  and

          WHEREAS,  the  parties desire to set forth the terms and conditions of
Employee's  separation  from  Brightcube  and  resolve  all issues between them;

          NOW,  THEREFORE,  in  consideration  of  the mutual promises contained
herein,  and  for  other  good and sufficient consideration, receipt of which is
hereby  acknowledged,  the  parties  agree  as  follows:

          A.     Brightcube  agrees  as  follows:

               1.     That,  provided  the  Agreement  becomes  effective as set
     forth  below,  the  Company  will continue to pay Employee his current base
     salary and any accrued but unused vacation through, but not after, February
     23,  2001,  less  applicable deductions and withholdings for federal, state
     and  local  government  taxes  and  withholdings,  in  accordance  with the
     Company's  normal  and  customary  payroll  practices.

               2.     That  Employee  will  continue  to  remain  eligible  to
     participate  in  the  Company's  current  medical and dental coverage plans
     (including  its existing Lifeguard and Delta Dental Plans respectively, for
     as  long  as Company continues to maintain coverage under such plans or, if
     the  Company  elects to change coverage providers, under equivalent health,
     dental,  eye  care  and  prescription  coverage  plans  for himself and his
     dependents) and the Company will continue to pay premiums for such coverage
     as  currently  through,  but not after, July 31, 2001. Thereafter, Employee
     will  be  eligible  to  continue  coverage under such plans pursuant to the
     provisions  of  COBRA.

               3.     That  options  on  500,000  shares of the Company's common
     stock  have been granted under the Company's 1999 Stock Option Plan and are
     fully  vested  as  of  this date with an exercise price of $1 3/8, provided
     however,  that such underlying stock is and shall be subject to a six-month
     lock-up  ending  July 19, 2001 (the "Lock-Up Period"). Thereafter, Employee
     shall  have  two  years  to  exercise  the  stock  options.  The  foregoing
     notwithstanding,  in the event of a sale, merger, change of control, tender


<PAGE>
     offer  or  similar  transaction  during  the Lock-Up Period ("Transaction")
     resulting  in  the  Company not surviving, and in the event that Employee's
     options  do  not  convert automatically in such Transaction into options of
     the  acquiror  of at least an equivalent value, the lock-up shall terminate
     immediately  and Employee shall be entitled, at his option, to exercise his
     options  and immediately thereafter tender, sell or exchange the underlying
     stock  as  part  of  the  Transaction.

               4.     That  the  Company  will  issue a press release explaining
     that  Employee  has  resigned  his  employment and position on the Board of
     Directors  to  pursue  other  interests.

               5.     That the Company will continue to abide by its obligations
     under  the Indemnity Agreement entered into by and between Employee and the
     Company  on  November  9,  2000.

               6.     That  the  Company  will  allow  Employee  to  retain  the
     notebook  computer  provided  to  him  by  the  Company,  and confirms that
     Employee  has  allowed the Company to remove all Company-related documents,
     software,  etc. from the Computer and access to the computer to verify that
     all  such  Company-owned  information  has  been  deleted. Employee further
     represents  and  warrants  that  he  has  not  retained  any  copies  of
     Company-related  documents,  software,  etc.  from  the  computer.

          B.     Employee  agrees  as  follows:

               1.     That  his  employment  with  Brightcube  has  terminated
     effective as of the Separation Date, and that he has no right to employment
     with  Brightcube  thereafter.

               2.     That  he  has resigned his position on the Company's Board
     of  Directors  as  of  the  Separation  Date.

               3.     That  he  further  understands  that all of his employment
     benefits  from  Brightcube  ceased upon the Separation Date, except for his
     current  medical  coverage  plan which will expire on July 31, 2001, unless
     Employee  has  or  does properly elect to extend such coverage under COBRA.

               4.     That  he  is  signatory  to  a  Brightcube  Proprietary
     Information and Inventions Assignment Agreement dated November 9, 2000, and
     has  obligations  thereunder  following  the Separation Date, which he will
     honor  and  abide  by. A copy of the Proprietary Information and Inventions
     Agreement  is  attached  hereto  and  incorporated  herein  by  reference.

               5.     That,  in the event that Brightcube commences a rescission
     offer, or a similar program, under the Company's 1999 Stock Incentive Plan,
     Employee  will not accept such an offer or exercise or assert any rights in
     connection  with  said  offer.  The  foregoing notwithstanding, the Company


<PAGE>
     acknowledges  that  it  does not intend, intentionally or inadvertantly, to
     deprive  Employee  of the potential value of the options. Therefore, and in
     the  event  such  rescission  program  involves  or  effects,  directly  or
     indirectly,  the  termination,  conversion,  substitution or replacement of
     options  under the current 1999 Plan, Employee's options will automatically
     convert  to  or  be  replaced by the same number of fully vested options of
     equal  value  in  any  new,  converted,  substituted  or  replacement plan,
     provided,  however,  that  Employee  and  Company  agree  that  under  no
     circumstances  will  Company  be  obligated  to  make  any  cash payment to
     Employee  in  connection with any rescission offer and Employee is entitled
     to  no  cash  payments  therefor.

               6.     That  as  of the Separation Date, Employee represents that
     he  has  returned  to the Company all papers, files and other documents and
     property  of the Company and all papers, files and other documents relating
     to  or  obtained  in  connection  with  his  employment  with  the Company,
     excepting  only  (i)  Employee's personal copies of records relating to his
     compensation;  (ii)  his  personal  copies  of  Proprietary Information and
     Inventions  Assignment  Agreement signed by him; and (iii) his copy of this
     Agreement.

          C.     The  parties  mutually  agree  as  follows:

               1.     That  the  Company (including each and all of its past and
     current  subsidiaries,  predecessors,  successors,  affiliates,  employees,
     board  members,  consultants,  shareholders and representatives) on the one
     hand and Employee (including his heirs, representatives and assigns) on the
     other  hand  forever  fully release and discharge one another, and covenant
     not  to  sue or otherwise institute or cause to be instituted or in any way
     participate  in  (except  at  the  request  of  one  another)  legal  or
     administrative  proceedings  against one another with respect to any matter
     arising  from  or  related  to  Employee's  employment  by  the  Company or
     termination  therefrom  including,  but  not  limited  to,  any  and  all
     liabilities,  claims,  demands, contracts, debts, obligations and causes of
     action  of every nature, kind and description, in law, equity or otherwise,
     from  the  beginning  of  time  up  through the date Employee executes this
     Agreement.

               2.     That  each  party is waiving any rights it may have had or
     now  has  to  pursue  any  and  all  remedies  available  to  it  under any
     employment-related  cause  of action from the beginning of time through the
     date Employee executes this Agreement including, without limitation, claims
     of  wrongful discharge, emotional distress, defamation, breach of contract,
     breach  of the covenant of good faith and fair dealing, fraud, violation of
     the provisions of the Employee Retirement Income Security Act and any other
     laws  and regulations relating to employment. Employee further acknowledges
     and  expressly agrees that he is waiving any and all rights he may have had
     and  now  has  to  pursue  any  claim  of discrimination including, but not
     limited  to,  any claim of discrimination based on sex, age, race, national
     origin  or  on  any other basis, under Title VII of the Civil Rights Act of
     1964,  as  amended,  the  Equal  Pay Act of 1963, the Age Discrimination in
     Employment  Act  of  1967,  the  Older  Workers Benefit Protection Act, the
     Americans  with  Disabilities  Act,  the  Civil  Rights  Act  of  1866, the
     California  Fair Employment and Housing Act and all other state and federal
     laws  and  regulations  relating  to  employment.


<PAGE>
               3.     That  each  party  understands that this Release of Claims
     extinguishes  all claims, whether known to it or not. California Civil Code
     section  1542 provides that unless it specifically agrees to release claims
     it does not know about, they will not be released by the release provisions
     in  Section  B  of  this  Agreement.  Section  1542  states:

               "A  GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
     DOES  NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
     RELEASE,  WHICH  IF  KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED  THIS
     SETTLEMENT  WITH  THE  DEBTOR."

               Each  party agrees to waive any rights under section 1542; affirm
     its  intention to release claims that are both known and unknown to it, and
     each  hereby  releases the other (including affiliates as set forth above),
     from  all  such  known  and  unknown  claims.

               4.     That  each  party  hereby promises and agrees that it will
     not  disparage  or  cast  in  a  negative  light  the  other  party  or its
     affiliates.

               5.     That neither party, except as may be mandated by statutory
     or  regulatory  requirements,  will  disclose  to  others  the fact of this
     settlement  or  one  or  more  of  the  terms of the Agreement, except that
     Employee may disclose and discuss it with his family, counsel or accountant
     to  the  extent  such  disclosure  is  necessary to achieve the purpose for
     seeking  their  counsel, and Company may disclose it to its counsel and its
     past  and  current  subsidiaries,  affiliates,  employees,  board  members,
     consultants,  shareholders  and  representatives on a "need-to-know" basis.
     Each  party  understands  that  strict  compliance  with  this Section is a
     material  consideration  for  this  Agreement and any violation would cause
     irreparable  harm  warranting  injunctive relief, without the posting of an
     undertaking  or  bond.

               6.     That  Employee  on  the  one  hand  and  the  Company
     representative  on  the  other  hand has read and understands the foregoing
     Separation  Agreement  and  General  Release  and  affixes their respective
     signature  hereto  voluntarily.  The  Company representative executing this
     Agreement  on  behalf  of the Company further warrants that the Company has
     been  authorized  to  enter  into  this  Agreement,  that  (s)he  is  fully
     authorized  to  execute this Agreement on behalf of the Company and to bind
     the  Company  to  its  terms.

               7.     Employee  confirms  that  the  waiver  he has made and the
     terms  he  has  agreed  to  herein  are  knowing,  conscious  and with full
     appreciation  that he is forever foreclosed from pursuing any of the rights
     so  waived.  He  further acknowledges that he has had the opportunity to be
     represented  in  negotiations  for  the  preparation  of  this Agreement by
     counsel  of  his  own choosing, and that he has entered into this Agreement


<PAGE>
     voluntarily,  without  coercion, and based upon his own judgment and not in
     reliance  upon  any  representations  or  promises made by the other party,
     other than those contained within this Agreement. Each party further agrees
     that if any of the facts or matters upon which it now relies in making this
     Agreement  hereafter prove to be otherwise, this Agreement will nonetheless
     remain  in  full  force  and  effect.

               8.     Employee acknowledges that he has up to twenty-one days to
     consider this Agreement. If Employee has taken less than twenty-one days to
     decide  whether  to execute this Agreement, Employee represents that he has
     had  sufficient  time  to  consider  the  Agreement  and to consult counsel
     regarding  this  Agreement,  and  that  he  does  not need additional time.

               9.     That  Employee  may revoke this Agreement in writing for a
     period  of seven days after his execution of the Agreement. Said revocation
     must  be  in writing and must be delivered to the Company no later than the
     end  of  the  seventh  day  after  execution.  This  Agreement shall become
     effective,  and  irrevocable  by Employee, on the eighth day after Employee
     has  executed  this  Agreement.

          D.     The  parties  further  agree  as  follows:

               1.     That  any  controversy  between the parties hereto arising
out  of  or involving the construction or application of any terms or conditions
of  this  Agreement, including fraud in the inducement of this Agreement, or any
agreement  referred  to  herein,  will  be submitted to and settled by final and
binding  arbitration  before  one  (1)  arbitrator at a location in Los Angeles,
California  to be agreed upon by the parties or, in the absence of agreement, to
be  selected  by  the  American Arbitration Association ("AAA") in California in
accordance  with  its  rules.  Such  arbitration  shall  be  conducted by AAA in
accordance  with  the  rules  of AAA then in effect, and judgment upon the award
rendered  by  the  arbitrator  may  be  entered in any court having jurisdiction
thereof.  In the event of any arbitration under the Agreement, the party seeking
arbitration will request a list of nine (9) arbitrators from the AAA.  After the
parties  have  received  a  list of potential arbitrators, they will make a good
faith effort to agree on the selection of an arbitrator to resolve said dispute.
If  the  parties  are  unable  to  reach  an  agreement  on the selection of the
arbitrator  on  or  before  thirty  (30)  days  following receipt of the list of
arbitrators,  they  will  toss a coin and the loser of the coin toss will strike
one  arbitrator's  name,  then  the  winner  of  the  coin  toss will strike one
arbitrator's  name;  the  process  of  elimination  will  continue  until  one
arbitrator's  name  remains.  That  individual  will  then  serve  as  the  sole
arbitrator.  THIS  ARBITRATION  WILL  BE  IN  LIEU  OF  ANY CIVIL ACTION AND THE
PARTIES  UNDERSTAND  AND EXPRESSLY AGREE THAT THEY ARE EACH WAIVING THEIR RIGHTS
TO  A  JURY  TRIAL.

          2.     That nothing contained in this Agreement shall constitute or be
treated  as  an  admission  by  Brightcube  or  Employee  of  liability,  of any
wrongdoing  or  of  any  violation  of  law.


<PAGE>
          3.     That  if  any  provision  of  this  Agreement  is  found  to be
unenforceable,  it  shall  not  affect  the  enforceability  of  the  remaining
provisions  and  the  remaining  provisions  shall  be  enforced  to  the extent
permitted  by  law.

          4.     That  this  Agreement  shall bind and benefit Employee's heirs,
executors,  administrators,  successors, assigns and each of them; it shall also
bind and benefit Brightcube and its respective heirs, executors, administrators,
successors  and  assigns.

          5.     That  this  Agreement  shall  be  construed  and interpreted in
accordance  with  the laws of that State of California.  This Agreement shall be
interpreted  in  accordance with its plain meaning and not for or against either
party.

          6.     That  both parties have participated in the negotiation of this
Agreement  and,  therefore,  no  ambiguity  in this Agreement shall be construed
against  either  party.

          7.     This  Agreement  may  be executed in counterparts and facsimile
signatures  of  the  parties  shall have the same effect as original signatures.

          8.     This  Agreement  represents  the  entire  agreement between the
parties  with  respect to the subject matter thereof and supersedes all previous
oral  or  written  agreements  or  understandings  with  respect to such subject
matter.

                               /s/  Edward MacBeth
                               ---------------------------------------
Dated:  February 6, 2001       Edward  MacBeth



                               /s/  Al Marco
                               ---------------------------------------
                               Brightcube
Dated:  February 8, 2001       By  its  CEO


<PAGE>