SEPARATION AGREEMENT AND

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





          This SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is entered
into  by  and  between Joe Harris ("Employee") and Brightcube, Inc. (hereinafter
"Brightcube"  or  the  "Company").

                              W I T N E S S E T H:

          WHEREAS,  Employee's  active  employment  with  Brightcube  will cease
effective January 15, 2001 and his employment will end on February 28, 2001 (the
"Separation  Date");

          WHEREAS, during the period of January 16, 2001 through, but not after,
February  28,  2001  Employee will be on an unpaid leave of absence and will not
receive  benefits  of  any  kind  or  vesting  credit  during  such  leave;  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  (provided  that  the Agreement has not been
validly  revoked  by  Employee under Section B.11 of this Agreement) as follows:

               1.     That  it will pay Employee his current base salary and any
accrued  but  unused  vacation  through,  but  not after, January 31, 2001, less
applicable  deductions  and withholdings for federal, state and local government
taxes  and  withholdings.

               2.     That  it  will  forgive Employee's obligation to repay the
Company  any  of  Employee's  $25,000.00  pre-paid  signing  bonuses.

               3.     That  it has paid Employee the entire amount of his fourth
quarter  MBO,  which  equals  $12,500.00.

               4.     That it will reimburse Employee for unbilled expenses upon
submission  of  receipts and all proper documentation in accordance with Company
policy,  provided  such  documentation  is  provided  upon the execution of this
Agreement.  Company  will reimburse Employee within five (5) days of the receipt
of  this  documentation.

               5.     That  the  Company  forever  fully releases and discharges
Employee  and  covenants  not  to  sue  or  otherwise  institute  or cause to be
instituted  or  in any way to participate in legal or administrative proceedings
against  Employee  in  any  matter,  including,  without  limitation 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, but
excluding  claims  relating  to or arising from actions or omissions by Employee
that  constitute  willful misconduct or relating to the terms of the Proprietary
Information  and  Inventions  Agreement  signed by Employee on September 5, 2000
(hereinafter  the  "Released  Claims  Against  Employee").


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               6.     Company  understands  that  Section  A.5 above pertains to
Released  Claims Against Employee, whether known to it or not.  California Civil
Code  section 1542 provides:  "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."  The  Company  agrees  to waive its rights under
section 1542 and affirms its intention that the Released Claims Against Employee
under Section A.5 of the Agreement includes those Released Claims unknown to it.

     B.     Employee  agrees  as  follows:

               1.     That  his  active  employment  with  Brightcube  ceased
effective  January  15,  2001.

               2.     That  he  will be granted unpaid leave status from January
16,  2001  through,  but  not  after,  February 28, 2001 and that he will not be
entitled  to receive benefits, including, but not limited to, the vesting of any
stock  options  or  otherwise,  during  such  leave period with the exception of
maintaining  current  medical  benefits  with the Lifeguard plan as described on
B.4.

               3.     That  he  will  not  perform  any  services for Brightcube
during  such  leave  period.

               4.     That  he  further  understands  that all of his employment
benefits from Brightcube ceased January 15, 2001, except for his current medical
coverage  plan  with  LifeGuard  which  will  expire  on  March  31,  2001.

               5.     That  his  employment  shall  forever  terminate  upon the
expiration  of  such  leave  period  on  February  28,  2001.

               6.     That  he  has  been  paid for all wages, earned but unused
vacation and other compensation through January 31, 2001.  This includes two (2)
weeks  of severance pay that Employee would not otherwise have been entitled to,
but  for  the  execution  of  this  Agreement.

               7.     That  he  is  signatory  to  a Proprietary Information and
Inventions  Assignment  Agreement  dated  September 5, 2000, and has obligations
thereunder following the Separation Date.  A copy of the Proprietary Information
and  Inventions  Agreement  is  attached  and  made  a  part  hereof.


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               8.     That  as  of  the  execution  of  this Agreement, 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.

               9.     To  forever  fully  release  and  discharge  Brightcube,
PhotoLoft,  and each and all of their past and current subsidiaries, affiliates,
employees,  board members, consultants, and representatives, and covenant not to
sue  or  otherwise institute or cause to be instituted or in any way participate
in  (except  at  the  request of Brightcube orPhotoLoft) legal or administrative
proceedings  against  Brightcube  or  PhotoLoft  or  their  past  or  current
subsidiaries,  affiliates,  employees,  or  agents  with  respect  to any matter
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.

               10.     That  he is waiving any rights he may have had or now has
to  pursue  any  and  all remedies available to him under any employment-related
cause  of  action  against  Brightcube,  PhotoLoft  or  their  past  and current
employees,  board  members,  affiliates  and  agents  from the beginning of time
through the date Employee executes this Agreement including, without limitation,
CLAIMS  RELATING  TO  ANY  AND  ALL  STOCK OPTIONS PREVIOUSLY GRANTED, claims of
wrongful  discharge,  emotional distress, defamation, breach of contract, breach
of  the  covenant of good faith and fair dealing, 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 Civil Rights Act of 1866 and all
other  state  and  federal  laws  and  regulations  relating  to  employment.

               11.     That  by  entering  into  this  Agreement (i) Employee is
waiving  any  rights  or  claims  he  might have under the Age Discrimination in
Employment  Act, as amended by the Older Workers Benefit Protection Act; (ii) he
has  received  consideration  for  this  release;  (iii)  he has been advised to
consult  with  an  attorney  before signing this Agreement, and has done so; and
(iv) he has had the opportunity to evaluate the terms of this Agreement since at
least  January  11,  2001,  after being informed he had at least twenty-one (21)
days  prior  to  his  execution  of  the  Agreement  to do so.  Employee further
acknowledges  that  he  has seven (7) days from the date he signs this Agreement
within  which  he  can  rescind this Agreement and that Brightcube's obligations
under  this Agreement, including, without limitation, under Section A, shall not
be  enforceable  against  it until the eighth day after Employee has signed this
Agreement.  Employee  also  understands  that  this  Agreement  will  not  be
enforceable  against  Brightcube  if  he  rescinds  this  Agreement  within  the
seven-day  period.

               12.     That  Employee  understands  that  this Release of Claims
extinguishes  all  claims,  whether  known to him or not.  California Civil Code
section  1542  provides  that unless he specifically agrees to release claims he
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."  Employee agrees to waive
any  rights  under section 1542; affirm his intention to release claims that are
both  known  and unknown to him, and he hereby releases Brightcube and PhotoLoft
and  their  employees,  board members, affiliates and agents from all such known
and  unknown  claims.


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               13.     That neither Employee nor the Company will, except as may
be mandated by statutory or regulatory requirements, disclose to others the fact
of this settlement or one or more of the terms of the Agreement, except to their
respective  counsel  or accountant to the extent such disclosure is necessary to
achieve  the purpose for seeking their counsel, or as otherwise required by law.
Employee  and  Company  understand 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.

               14.     That he has read and understands the foregoing Separation
Agreement  and  General  Release  and  affixes his signature hereto voluntarily.

          C.     The  parties  further  agree  as  follows:

               1.     That  the  Company  will,  upon  adopting  a  Stock
Option/Issuance  Plan  in 2001 and receiving stock holder approval, grant you an
option,  which  shall  be immediately vested and exercisable, to purchase 30,137
                                                                          ------
shares of common stock of the Company, at the per share fair market value at the
time  of  the  grant (the "Option").  The Option will be subject to the terms of
the  Stock  Option/Issuance  Plan  2001(the  "Plan"), except that you shall have
three  (3)  months  after  effective  notice of the Option grant within which to
exercise the Option.  "Effective notice of the Option" shall be the tenth (10th)
calendar day after the date the Company mails to you the Notice of Grant and the
Stock Issuance Agreement.  The Option will be non-qualified and the Company will
attempt,  in  good  faith,  to  issue  non-restricted  stock.

               2.     Employee  hereby  promises  and  agrees  that  he will not
disparage  the  Company or any of its current or past officers or board members.
The  officers  and  board  members of the Company promise and agree that each of
them  will  not  disparage  Employee.

               3.     That  the  waiver  each  has  made  and the terms each has
agreed  to herein are knowing, conscious and with full appreciation that each of
them  is  forever  foreclosed  from  pursuing  any of the rights so waived.  The
parties further acknowledge that they have had the opportunity to be represented
in  negotiations  for  the preparation of this Agreement by counsel of their own
choosing,  and  that  they have entered into this Agreement voluntarily, without
coercion,  and  based  upon  their  own  judgment  and  not in reliance upon any
representations or promises made by the other party or parties or any attorneys,
other  than  those  contained  within this Agreement.  The parties further agree
that  if  any  of  the  facts or matters upon which they now rely in making this
Agreement  hereafter  prove  to  be  otherwise,  this Agreement will nonetheless
remain  in  full  force  and  effect.


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               4.     That  any  controversy  between the parties hereto arising
out  of  or involving the construction or application of any terms or conditions
of this Agreement, or any agreement referred to herein, will be submitted to and
settled  by  final  and  binding  arbitration  at a location in 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.

               5.     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.

               6.     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.

               7.     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.

               8.     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.

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

               10.     This  Agreement  is the result of negotiation between the
parties,  by  their  counsel,  it  represents  the  entire agreement between the
parties  with  respect  to  the  subject  matter  thereof, and it supersedes all
previous  oral  or  written  agreements  or  understandings with respect to such
subject  matter.


                                                   /s/  Joe  Harris
                                                   -----------------------------
Dated:  February  19,  2001                        Joe  Harris/Employee


                                                   /s/  Al Marco
                                                   -----------------------------
Dated:  February  19,  2001                        Brightcube


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