EXHIBIT  10.28
                           PLACEMENT AGENCY AGREEMENT

     THIS  AGREEMENT  ("AGREEMENT"), made as of the day of March 3, 2000, by and
between  PHOTOLOFT.COM,  a  Nevada corporation ("COMPANY"), and MAY DAVIS GROUP,
INC.,  a  Maryland  corporation  (the  "AGENT").

                                   WITNESSETH:

     WHEREAS,  the  Company  proposes  to  issue and sell its Series A Preferred
Stock  (the  "Securities")  resulting  in gross proceeds to the Company of up to
$1,250,000 (the "OFFERING") not involving a public offering without registration
under the Securities Act of 1933, as amended (the "ACT"), pursuant to exemptions
from  the  registration  requirements  of the Act under Regulation D promulgated
under  the  Act  ("REGULATION  D"),  as  described  below;  and

     WHEREAS,  the Agent has offered to assist the Company in placing $1,000,000
of  the  Securities on a "BEST EFFORTS BASIS" with respect to the Securities and
on  a  "BEST EFFORTS" basis with respect to sales of Securities thereafter up to
the Maximum Securities (as defined below), and the Company desires to secure the
services  of  the  Agent  on  the  terms  and  conditions hereinafter set forth;

AGREEMENT

     NOW,  THEREFORE,  in consideration of the premises and the mutual promises,
conditions and covenants herein contained, the parties hereto do hereby agree as
follows:

     1.  Engagement  of  Agent.The  Company  hereby  appoints  the  Agent as its
         ----------------------
exclusive  placement  agent  for  the  Offering,  to sell up to of $1,000,000 of
Securities  (the "MAXIMUM SHARES") on a "BEST EFFORTS BASIS," resulting in gross
proceeds  to  the Company of up to $1,000,000 (the "MAXIMUM AMOUNT"). The Agent,
on the basis of the representations and warranties herein contained, but subject
to  the  terms  and  conditions  herein  set forth, accepts such appointment and
agrees  to  use  its  best  efforts  to find purchasers for the Securities. This
appointment shall be irrevocable for the period commencing as of the date hereof
and ending as further described in Section 5 herein, which period maybe extended
by  the  consent  of  the  Company  and  the  Agent  (the  "OFFERING  PERIOD").

     2.  Representations  and  Warranties  of the Company.In order to induce the
         -------------------------------------------------
Agent  to  enter into this Agreement, the Company hereby represents and warrants
to  and  agrees  with  the  Agent  as  follows:

     2.1  Offering Documents.The Company and the Placement Agent have prepared a
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Securities  Purchase Agreement, certain exhibits thereto and Registration Rights
Agreement,  which  documents have been or will be sent to proposed investors. In


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addition,  proposed  investors  have  received  or will receive prior to closing
copies  of  the  Company's  REGISTRATION  STATEMENT  ON  FORM and possibly other
documents that are to be filed with the SEC ("SEC DOCUMENTS"). The SEC Documents
were  prepared in conformity with the requirements (to the extent applicable) of
the  Securities  and  Exchange Act of 1934, as amended (the "ACT") and the rules
and  regulations  ("RULES  AND  REGULATIONS")  of  the  Commission  promulgated
thereunder.  As  used in this Agreement, the term "OFFERING DOCUMENTS" refers to
and  means  the  SEC  Documents,  the Subscription Agreement and all amendments,
exhibits  and  supplements  thereto, together with any other documents which are
provided  to  the  Agent by, or approved for Agent's use by, the Company for the
purpose  of  this  Offering.

     2.2 Provision of Offering Documents.The Company shall deliver to the Agent,
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without  charge,  as  many  copies  of  the  Offering Documents as the Agent may
reasonably  require for the purposes contemplated by this Agreement. The Company
authorizes  the Agent, in connection with the Offering of the Securities, to use
the  Offering  Documents  as  from  time  to  time  amended  or  supplemented in
connection  with  the offering and sale of the Securities and in accordance with
the  applicable  provisions of the Act and Regulation D. The Company consents to
the Agent's distribution of the Offering Documents to prospective subscribers as
a  disclosure  document  about  the  Company, its business, prospects, financial
condition  and  other  matters.

     2.3  Accuracy  of Offering Documents.The Offering Documents, at the time of
          --------------------------------
delivery  to  subscribers for the Securities, conformed in all material respects
with  the  requirements, to the extent applicable, of the Act and the applicable
Rules  and  Regulations  and  did not include any untrue statement of a material
fact  or  omit  to  state  any  material  fact  required to be stated therein or
necessary  to  make  the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading.  On  the Closing Date (as hereinafter
defined),  the Offering Documents will contain all statements which are required
to  be  stated  therein in accordance with the Act and the Rules and Regulations
for  the  purposes of the proposed Offering, and all statements of material fact
contained  in the Offering memorandum will be true and correct, and the Offering
Documents  will  not  include any untrue statement of a material fact or omit to
state  any  material fact required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading;  provided,  however,  that  the  Company  does  not  make  any
                  -------------------
representations or warranties as to the information contained in or omitted from
the  Offering Documents in reliance upon written information furnished on behalf
of  the  Agent  specifically  for  use  therein.

     2.4  Duty  to  Amend.If during such period of time as in the opinion of the
          ----------------
Agent  or  its  counsel  any  Offering  Documents  relating to this offering are
required  to  be delivered under the Act, any event occurs or any event known to
the  Company  relating  to  or  affecting the Company shall occur as a result of
which  the  Offering  Documents as then amended or supplemented would include an
untrue  statement  of  a  material  fact,  or  omit  to  state any material fact
necessary  to  make  the statements therein, in light of the circumstances under
which  they  were  made, not misleading, or if it is necessary at any time after
the date hereof to amend or supplement the Offering Documents to comply with the
Act  or the applicable Rules and Regulations, the Company shall forthwith notify
the  Agent thereof and shall prepare such further amendment or supplement to the


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Offering Documents as may be required and shall furnish and deliver to the Agent
and to others, whose names and addresses are designated by the Agent, all at the
cost  of  the  Company,  a  reasonable  number  of  copies  of  the amendment or
supplement  or  of  the  amended or supplemented Offering Documents which, as so
amended or supplemented, will not contain an untrue statement of a material fact
or  omit  to  state  any  material  fact necessary in order to make the Offering
Documents  not misleading in the light of the circumstances when it is delivered
to  a  purchaser or prospective purchaser, and which will comply in all respects
with  the  requirements (to the extent applicable) of the Act and the applicable
Rules  and  Regulations.

     2.5  Corporation  Condition.The  Company's condition is as described in its
          -----------------------
Offering  Documents,  except  for changes in the ordinary course of business and
normal  year-end adjustments that are not in the aggregate materially adverse to
the  Company.  The  Offering  Documents,  taken  as  a whole, present fairly the
business  and  financial  position  of  the  Company  as  of  the  Closing Date.

     2.6  No  Material  Adverse  Change.Except  as  may  be  reflected  in  or
          ------------------------------
contemplated  by  the  Offering  Documents,  subsequent to the dates as of which
information  is  given in the Offering Documents, and prior to the Closing Date,
there  shall  not  have  been  any  material  adverse  change  in the condition,
financial or otherwise, or in the results of operations of the Company or in its
business  taken  as  a  whole.

     2.7 No Defaults.Except as disclosed in the Offering Documents or in writing
         ------------
to  the  Agent,  the  Company  is  not in default in any material respect in the
performance  of any obligation, agreement or condition contained in any material
debenture,  note  or other evidence of indebtedness or any material indenture or
loan agreement of the Company. The execution and delivery of this Agreement, and
the  consummation  of  the transactions herein contemplated, and compliance with
the  terms of this Agreement will not conflict with or result in a breach of any
of  the  terms,  conditions or provisions of, or constitute a default under, the
Articles  of  Incorporation  or  By-Laws  of the Company (in any respect that is
material to the Company), any material note, indenture, mortgage, deed of trust,
or other agreement or instrument to which the Company is a party or by which the
Company  or any property of the Company is bound, or to the Company's knowledge,
any  existing  law,  order,  rule, regulation, writ, injunction or decree of any
government,  governmental  instrumentality, agency or body, arbitration tribunal
or  court,  domestic  or  foreign,  having  jurisdiction over the Company or any
property  of  the  Company. The consent, approval, authorization or order of any
court  or  governmental  instrumentality, agency or body is not required for the
consummation  of  the  transactions  herein  contemplated  except such as may be
required  under the Act or under the Blue Sky or securities taws of any state or
jurisdiction.

     2.8 Incorporation and Standing.The Company is, and at the Closing Date will
         ---------------------------
be, duly formed and validly existing in good standing as a corporation under the
laws  of  the  State  of Nevada and with full power and authority (corporate and
other)  to own its properties and conduct its business, present and proposed, as
described  in  the Offering Documents; the Company, has full power and authority
to  enter  into  this  Agreement;  and the Company is duly qualified and in good
standing  as  a  foreign  entity in each jurisdiction in which the failure to so
qualify  would  have a material adverse effect on the Company or its properties.


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     2.9  Legality  of  Outstanding  Securities.Prior  to  the Closing Date, the
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outstanding  securities of the Company have been duly and validly authorized and
issued,  fully  paid  and non-assessable and conform in all material respects to
the  statements  with  regard  thereto  contained  in  the  Offering  Documents.

     2.10  Legality  of Securities.The Securities, when sold and delivered, will
           ------------------------
constitute  legal,  valid and binding obligations of the Company, enforceable in
accordance  with  the  temps  thereof,  and shall be duly and validly issued and
outstanding, fully paid and nonassessable. The Securities to be delivered at the
Closing  shall  be  duly  and  validly  issued  and  outstanding, fully paid and
non-assessable.

     2.11 Litigation.Except as set forth in the SEC Documents, there is now, and
          -----------
at  the  Closing  Date  there  will be, no action, suit or proceeding before any
court  or governmental agency, authority or body pending or, to the knowledge of
the Company, threatened, which might result in judgments against the Company not
adequately  covered  by  insurance  or  which  collectively  might result in any
material adverse change in the condition (financial or otherwise) or business of
the  Company or which would materially adversely affect the properties or assets
of  the  Company.

     2.12  Finders.The  Company  does  not  know  of  any outstanding claims for
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services in the nature of a finder's fee or origination fees with respect to the
sale of the Securities hereunder for which the Agent may be responsible, and the
Company  will  indemnify the Agent from any liability for such fees by any party
who  has a claim for such compensation from the Company and for which person the
Agent  is  not  legally  responsible.

     2.13  Tax  Returns.The  Company has filed all federal and state tax returns
           -------------
which are required to be filed, and has paid all taxes shown on such returns and
on  all assessments received by it to the extent such taxes have become due. All
taxes  with respect to which the Company is obligated have been paid or adequate
accruals  have  been  set  up  to  cover  any  such  unpaid  taxes.

     2.14  Authority.The execution and delivery by the Company of this Agreement
           ----------
have  been  duly  authorized  by all necessary action, and this Agreement is the
valid,  binding  and  legally  enforceable  obligation of the Company subject to
standard qualifications as to the availability of equitable remedies, the effect
of  bankruptcy  and  other laws relating to the protection of debtors and public
policy  opinions  promulgated  by the Commission with respect to indemnification
against  liabilities  under  the  Act.

     2.15  Actions  by  the  Company.The Company will not take any action, which
           --------------------------
will  impair  the  effectiveness  of  the  transactions  contemplated  by  this
Agreement.


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     3.  ISSUE,  SALE  AND  DELIVERY  OF  THE  SECURITIES.
         -------------------------------------------------

     3.1  Deliveries  of  Securities.Certificates  in such form that, subject to
          ---------------------------
applicable  transfer  restrictions  as  described in the Subscription Agreement,
they  can  be negotiated by the purchasers thereof (issued in such denominations
and  in  such  names  as  the  Agent  may  direct  the Company to issue) for the
Securities, and warrants representing the Agent's warrant compensation described
in  Section 3.6 below ("WARRANTS"), shall be delivered by the Company to counsel
to  the Agent, with copies made available to the Agent for checking at least one
(1)  full  business  day prior to the Closing Date, it being understood that the
directions  from  the  Agent to the Company shall be given at least two (2) full
business days prior to the Closing Date. The certificates for the Securities and
the  Warrants  shall  be delivered at the Closing and at each Subsequent Closing
(as  defined  hereinafter).

     3.2  Escrow  of  Funds.Pursuant to the Escrow Agreement, a copy of which is
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attached  hereto  as  Exhibit  "A"  (the  "ESCROW  AGREEMENT"),  executed by the
Company,  the  Agent  and the escrow agent (the "ESCROW AGENT"), the subscribers
shall  place  all funds for purchase of Securities for each Closing in an escrow
account  set  up  by the Company. The Company shall have the right to approve or
object  the  subscriptions  of each subscriber, as described in the Subscription
Agreement.  At  such time as subscribers subscribing for the Shares delivered to
the  Agent  their  signed  subscription  documents,  those subscribers have been
approved  by  the Company and all other Closing conditions have been met, Escrow
Agent  shall  release  the  subscription funds to the Company and counsel to the
Agent  shall  release  the  certificates  representing  the  Securities  to  the
subscribers  (the "CLOSING"). In the event that the Initial Closing shall be for
an  amount  of  Securities  less  than  the  Maximum Amount, the Offering may be
continued,  and  additional  Closings  may be held (each a "SUBSEQUENT CLOSING")
throughout  the  Offering  Period.

     3.3  Closing Date.The Initial Closing and any Subsequent Closing shall take
          -------------
place  at the offices of Butler Gonzalez, L.L.P., 1000 Stuyvessant Avenue, Suite
6,  Union,  New  Jersey  07083 at such time and date ("CLOSING DATE") as will be
fixed  either  orally  or  in  writing by notice to be given by the Agent to the
Company  after  consultation  with the Company, such Closing Date to be not less
than  one  (1)  full business day after the date on which such notice shall have
been given. The Closing Date may be changed by mutual agreement of the Agent and
the  Company.

     3.4  Agent's  Compensation.The  Company  shall  pay  the  Agent:
          ----------------------

     (a)  A  commission  of seven and one half percent (7   %) of the $1,000,000
proceeds  of  the  Initial  Offering  and  any subsequent Offerings in cash; and

     (b)  In  addition  to  the  fees  and  reimbursement  of costs set forth in
Sections  3.4 and 3.5 of this Agreement, the Company, upon the Agent's placement
of  the  Maximum  Shares  of the Securities resulting in Maximum Amount of gross
proceeds to the Company, shall issue to the Agent May Davis Group, Inc. and it's
assignees,  warrants  to  purchase  shares  of the Company's common stock, in an
amount  equal  to  one  hundred  and  seventy  five  (175,000) at a price of one
hundred and ten  percent (110%) of the Closing Bid Price on the Closing Date. In


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the  event the Agent is not successful in the placement of the Maximum Shares of
the Securities resulting in Maximum Amount of gross proceeds to the Company, the
Company shall issue Warrants to purchase shares of the Company's Common Stock on
a  pro rata basis of 17,500 warrants for every $100,000 raised by the agent. The
Warrants  shall have cashless exercise provisions. The term of the Warrant shall
be five years. The Warrant and the shares of common stock issuable upon exercise
of  the Warrants shall have registration rights as described in the Registration
Rights  Agreement,  set  forth  as  an exhibit to the Subscription Agreement; it
being  understood  that,  if  the  SEC requires removal of the Warrants from any
registration  statement  in  which  the  Warrants have a right by contract to be
included,  the removal of the Warrants shall not constitute a breach of contract
by  the  Company,  and the Company will use best efforts to include the Warrants
(or underlying shares) in a registration statement in a manner acceptable to the
SEC. It is specifically understood by the Company that the Company must register
the  Warrants  for the Agent in the same registration statement described in the
Registration  Rights  Agreements.  The Company shall deliver the Warrants to the
Agent  with  in five (5) business days of the Agents conclusion of its duties as
the  Placement  Agent  for  the  Offering.

     3.5  Payment  of  Fees.The Escrow Agent shall be instructed to pay all fees
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including,  but  not  limited  to  the  legal  fees  of  Agent's counsel, BUTLER
GONZALEZ,  LLP,  which  shall  not  exceed  $15,000) and cost reimbursements and
Warrants  pursuant  to section 3.4 of this Agreement, directly to the Agent from
the  proceeds  of  the Closing and all Subsequent Closing, simultaneous with the
transfer  of  proceeds  to  the  Company.

4.   OFFERING  OF  THE  SECURITIES  ON  BEHALF  OF  THE  COMPANY.
     ------------------------------------------------------------

     4. 1 In offering the Securities for sale, the Agent shall offer them solely
as  an  agent  for  the Company, and such offer shall be made upon the terms and
subject  to  the conditions set forth in the Offering Documents. The Agent shall
commence  making  such  offer  as  an  agent for the Company as soon as possible
following  delivery  of  the  Offering  Documents.

     4.2  The  Agent  will not make offers to sell the Securities to, or solicit
offers  to  subscribe  for any Securities from, persons or entities that are not
"accredited  investors"  as  defined  in  Regulation  D.

5.   NON-CIRCUMVENTION.The  Company  hereby  agrees  as  follows:
     ------------------

     5.1  The  Company  agrees  to  maintain  the confidentiality of the Agent's
clients,  except  as  required  by  applicable  law. Such clients shall be those
entities,  which  invest  or  have  been offered an opportunity to invest by the
Agent  in  the  Offering  (the  "CLIENTS").  For  a period of two years from the
Closing,  the  Company  will not solicit or enter into any financing transaction
with  the  Clients  without  the  written  consent of Agent and payment to Agent
compensation  no  less  than  the compensation to be paid to Agent hereunder for
raising  a  like  amount.

     5.2  In  the  event  that  Company  breaches Section 5.1 of this Agreement,
Agent  shall  be  entitled to receive compensation in the same proportion to the
financing  done without Agent's participation as the compensation to Agent under
this  Agreement  bears  to  the  financing  raised  in  this  Offering.


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     6.  COVENANTS OF THE COMPANY.The  Company  covenants  and  agrees  with the
         -------------------------
Agent that:

     6.1  After  the  date hereof, the Company will not at any time, prepare and
distribute  any  amendment  or  supplement  to  the Offering Documents, of which
amendment or supplement the Agent shall not previously have been advised and the
Agent  and  its  counsel  furnished  with a copy within a reasonable time period
prior  to  the  proposed  adoption  thereof,  or  to  which the Agent shall have
reasonable  objected  in writing on the ground that it is not in compliance with
the  Act  or  the  Rules  and  Regulations  (if  applicable).

     6.2  The  Company  will  pay,  whether or not the transactions contemplated
hereunder are consummated or this Agreement is prevented from becoming effective
or  is  terminated,  all  costs  and expenses incident to the performance of its
obligations  under  this  Agreement,  including  all  expenses  incident  to the
authorization  of  the Securities and their issue and delivery to the Agent, any
original  issue  taxes  in  connection  therewith,  all  transfer taxes, if any,
incident  to  the  initial  sale of the Securities, the fees and expenses of the
Company's  counsel  (except  as  provided  below}  and  accountants, the cost of
reproduction  and  furnishing  to  the Agent copies of the Offering Documents as
herein  provided.

     6.3  As  a  condition  precedent  to  the Initial Closing, the Company will
deliver to the Agent a true and correct copy of the Articles of Incorporation of
the  Company,  and all amendments and certificates of designation of preferences
of  preferred stock, including without limitation the certificate of designation
of  preferences regarding the Securities, certified by the Secretary of State of
Delaware.

     6.4 Prior to the Closing Date, the Company will cooperate with the Agent in
such  investigation as it may make or cause to be made of all of the properties,
business  and  operations  of the Company in connection with the Offering of the
Securities.  The  Company will make available to it in connection therewith such
information  in its possession as the Agent may reasonably request and will make
available to the Agent such persons as the Agent shall deem reasonably necessary
and  appropriate  in  order  to  verify  or substantiate any such information so
supplied.

     6.5  The  Company  shall  be  responsible  for  making  any and all filings
required  by  the  Blue  Sky authorities and filings required by the laws of the
jurisdictions  in  which  the  subscribers  who  are  accepted  for  purchase of
Securities  are located, if any. Agent shall assist Company in this respect, but
such  filings  shall  be  the  responsibility  of  Company.

     6.6  Corporation  Condition.The  Company's condition is as described in its
          -----------------------
Offering  Documents,  except  for changes in the ordinary course of business and
normal  year-end  adjustments  that  are  not  individually or in file aggregate
materially  adverse  to  the  Company. The Offering Documents, taken as a whole,


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will  present  fairly  the  business and financial position of the Company as of
each  Closing  Date.

     6.7  No  Material  Adverse  Change.Except  as  may  be  reflected  in  or
          ------------------------------
contemplated  by  the  Offering  Documents,  subsequent to the dates as of which
         --
information  is given in the Offering Documents, and prior to each Closing Date,
there  shall  not  have  been  any  material  adverse  change  in the condition,
financial,  or  otherwise,  or in the results of operations of the Company or in
its  business  taken  as  a  whole.

7.   INDEMNIFICATION.
     ----------------

     7.1  The  Company  agrees  to  indemnify  and hold harmless the Agent, each
person  who  controls  the Agent within the meaning of Section 15 of the Act and
the  Agent's  employees,  accountants,  attorneys  and  agents  (the  "AGENT'S
INDEMNITEES")  against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act or any
other  statute  or  at common law for any legal or other expenses (including the
costs  of any investigation and preparation) incurred by them in connection with
any  litigation,  whether or not resulting in any liability, but only insofar as
such  losses,  claims,  damages,  liabilities and litigation arise out of or are
based  upon  any  untrue  statement  of  material fact contained in the Offering
Documents  or  any  amendment  or supplement thereto or any application or other
document  filed  in any state or jurisdiction in order to qualify the Securities
under  the Blue Sky or securities laws thereof, or the omission to state therein
a  material  fact  required  to  be  stated  therein  or  necessary  to make the
statements  therein,  ,ruder  the  circumstances under which they were made, not
misleading, all as of the date of the Offering Documents or of such amendment as
the  case  may  be; provided, however, that the indemnity agreement contained in
                    -----------------
this  Section  7.1  shall  not  apply  to  amount paid in settlement of any such
litigation, if such settlements are made without the consent of the Company, nor
shall it apply to the Agent's Indemnitees in respect to any such losses, claims,
damages or liabilities arising out of or based upon any such untrue statement or
alleged  untrue  statement  or  any  such  omission or alleged omission, if such
statement or omission was made in reliance upon information furnished in writing
to  the  Company  by  the  Agent  specifically  for  use  in connection with the
preparation  of  the  Offering  Documents  or  any  such amendment or supplement
thereto  or any application or other document filed in any state or jurisdiction
in  order to qualify the Securities under the Blue Sky or securities law thereof
This indemnity agreement is in addition to any other liability which the Company
may  otherwise  have  to the Agent's Indemnitees. The Agent's Indemnitees agree,
within  ten  (10)  days  after  the  receipt  by  them  of written notice of the
commencement  of  any  action  against them in respect to which indemnity may be
sought  from  the  Company  under  this  Section  7. 1, to notify the Company in
writing  of the commencement of such action; provided, however, that the failure
of  the  Agent's indemnitees to notify the Company' of any such action shall not
relieve  the  Company  from  any  liability  which  it  may  have to the Agent's
Indemnitees on account of the indemnity agreement contained in this Section 7.1,
and  further shall not relieve the Company from any other liability which it may
have to the Agent's Indenmitees, and if the Agent's Indemnitees shall notify the
Company  of  the  commencement  thereof,  the  Company  shall  be  entitled  to
participate  in  (and, to the extent that the Company shall wish, to direct) the


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defense  thereof  at  its  own  expense,  but such defense shall be conducted by
counsel  of  recognized  standing  and  reasonably  satisfactory  to the Agent's
Indemnitees,  defendant or defendants, in such litigation. The Company agrees to
notify the Agent's Indenmitees promptly of the commencement of any litigation or
proceedings against the Company or any of the Company's officers or directors of
which  the  Company may' be advised in connection with the issue and sale of any
of  the  Securities and to furnish to the Agent's Indemnitees, at their request,
to  provide  copies  of  all  pleadings  therein  and  to  permit  the Company's
Indemnitees  to  be observers therein and apprise the Agent's Indemnitees of all
developments  therein,  all  at  the  Company's  expense.

     7.2  The  Agent  agrees,  in  the same manner and to the same extent as set
forth  in Section 7.1 above, to indemnify and hold harmless the Company, and the
Company's  and  Company's  employees,  accountants,  attorneys  and  agents (the
"COMPANY'S  INDEMNITEES")  with respect to (i) any statement in or omission from
the Offering Documents or any amendment or supplement thereto or any application
or  other  document  filed  in any state or jurisdiction in order to qualify the
Securities  under  the  Blue  Sky or securities laws thereof, or any information
furnished pursuant to Section 3.4 hereof, if such statement or omission was made
in reliance upon information furnished in writing to the Company by the Agent on
its  behalf  specifically  for use in connection with the preparation thereof or
supplement  thereto, or (ii) any untrue statement of a material fact made by the
Agent  or  its  agents  not  based  on  statements  in the Offering Documents or
authorized  in  writing  by  the  Company,  or  with  respect  to any misleading
statement  made  by  the  Agent  or  its  agents  resulting from the omission of
material  facts  which  misleading  statement  is  not  based  upon the Offering
Documents,  or  information  furnished  in  writing by the Company or, (iii) any
breach  of  any  representation,  warranty or covenant made by the Agent in this
Agreement.  The  Agent's  liability  hereunder  shall  be  limited to the amount
received  by  it for acting as Agent in connection with the Offerings. The Agent
shah not be liable for amounts paid in settlement of any such litigation if such
settlement  was effected without its consent. In case of the commencement of any
action in respect of which indemnity may be sought from the Agent, the Company's
Indemnitees  shall  have  the  same  obligation  to  give notice as set forth in
Section  7.1  above,  subject  to  the  same loss of indemnity in the event such
notice  is  not given, and the Agent shall have the same right to participate in
(and, to the extent that it shall wish, to direct) the defense of such action at
its  own  expense,  but such defense shall be conducted by counsel of recognized
standing  reasonably satisfactory to the Company. The Agent agrees to notify the
Company's  Indemnitees and, at their request, to provide copies of ail pleadings
therein  and  to  permit  the  Company's Indemnitees to be observers therein and
apprise  them  of  all  the  developments  therein,  all at the Agent's expense.

     8.  EFFECTIVENESS OF AGREEMENT.This Agreement shall become effective (i) at
         ---------------------------
9:00  A.M.,  Union,  New Jersey time, on the date hereof or (ii) upon release by
the  Agent of the Securities for offering after the date hereof, whichever shall
last  occur.  The Agent agrees to notify the Company immediately after the Agent
shall  have taken any action by such release or otherwise wherein this Agreement
shall  have  become  effective.  This  Agreement  shall,  nevertheless,  become
effective  at  such  time  earlier  than the time specified above after the date
hereof  as  the  Agent  may  determine  by  notice  to  the  Company.


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     9.  CONDITIONS OF THE AGENT'S OBLIGATIONS.The Agent's obligations to act as
         --------------------------------------
agent  of  the Company hereunder and to find purchasers for the Securities shall
be  subject  to the accuracy, as of the Closing Date, of the representations and
warranties on the part of the Company herein contained, to the fulfillment of or
compliance  by  the Company with all covenants and conditions hereof, and to the
following  additional  conditions:

     9.l  Counsel  to  the Agent shall not have objected in writing or shall not
have  failed  to  give his consent to the Offering Documents (which objection or
failure  to  give  consent  shall  not  have  been  done  unreasonably).

     9.2  The  Agent  shall  not have disclosed to the Company that the Offering
Documents,  or  any  amendment thereof or supplement thereto, contains an untrue
statement  of  fact, which, in the opinion of counsel to the Agent, is material,
or omits to state a fact, which, in the opinion of such counsel, is material and
is  required  to  be  stated  therein,  or  is  necessary to make the statements
therein,  under  the  circumstances  in  which  they  were made, not misleading.

     9.3  Between  the  date  hereof and the Closing Date, the Company shall not
have sustained any loss on account of fire, explosion, flood, accident, calamity
or  any  other  cause of such character as would materially adversely affect its
business or property considered as an entire entity, whether or not such loss is
covered  by  insurance.

     9.4  Between  the  date  hereof  and  the  Closing  Date, there shall be no
litigation  instituted  or threatened against the Company, and there shall be no
proceeding instituted or threatened against the Company before or by any federal
or  state  commission,  regulatory  body  or  administrative  agency  or  other
governmental  body, domestic or foreign, wherein an unfavorable ruling, decision
or  finding would materially adversely affect the business, franchises, license,
permits,  operations or financial condition or income o f the Company considered
as  an  entity.

     9.5  Except  as  contemplated  herein  or  as  set  forth  in  the Offering
Documents,  during the period subsequent to the most recent financial statements
contained  in the Offering Documents, if any, and prior to the Closing Date, the
Company  (i)  shall have conducted its business in the usual and ordinary manner
as  the  same  is  being  conducted as of the date hereof and (ii) except in the
ordinary course of business, the Company shall not have incurred any liabilities
or obligations (direct or contingent) or disposed of any assets, or entered into
any  material  transaction  or suffered or experienced any substantially adverse
change in its condition, financial or otherwise. At the Closing Date, the equity
account  of the Company shall be substantially the same as reflected in the most
recent balance sheet contained in the Offering Documents without considering the
proceeds  from  the sale of the Securities other than as may be set forth in the
Offering  Documents.

     9.6  The authorization of the Securities by the Company and all proceedings
and  other  legal  matters  incident  thereto  and  to  this  Agreement shall be
reasonably  satisfactory in all respects to counsel to the Agent, who shall have
furnished the Agent on the Closing Date with such favorable opinion with respect
to the sufficiency of all corporate proceedings and other legal matters relating


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to  this  Agreement  as  the Agent may reasonably require, and the Company shall
have  furnished  such  counsel such documents as he may have requested to enable
him  to  pass  upon  the  matters  referred  to  in  this  subparagraph.

     9.7  The  Company shall have furnished, to the Agent the opinion, dated the
Closing  Date,  addressed to the Agent, from counsel to the Company, as required
by  the  Subscription  Agreement.

     9.8  The  Company  shall  have  furnished to the Agent a certificate of the
Chief  Executive  Officer  of  the Company, dated as of the Closing Date, to the
effect  that:

     (i) the representations and warranties of the Company in this Agreement are
true  and  correct in all material respects at and as of the Closing Date (other
than  representations  and  warranties  which  by  their  terms are specifically
limited  to  a  date  other than the Closing Date), and the Company has complied
with  all  the agreements and has satisfied all the conditions on its part to be
performed  or  satisfied  at  or  prior  to  the  Closing  Date;  and

     (ii)  the  respective  signers  have  each  carefully examined the Offering
Documents, and any amendments and supplements thereto, and, to the best of their
knowledge,  in  the  Offering  memorandum,  and  any  amendments and supplements
thereto,  all  statements  contained  in  the  Offering  Documents  are true and
correct,  and  neither  the  Offering Documents, nor any amendment or supplement
thereto,  includes  any  untrue statement of a material fact or omits to state a
material  fact required to be stated therein or necessary to make the statements
therein  under  the  circumstances  in  which they were made not misleading, and
since  the date hereof, there has occurred no event required to be set forth ii1
an  amended  or  supplemented  Offering Documents, which has not been set forth;
except  as set forth in the Offering Documents, since the respective dates as of
which  or  the  periods  for  which  the  information  is  given in the Offering
Documents  and prior to the date of such certificate, (a) there has not been any
substantially  adverse  change,  financial  and  otherwise,  in  the  affairs of
condition  in  the  Company,  and  (b) the Company has not incurred any material
liabilities,  direct  or  contingent, or entered into any material transactions,
otherwise  than  in  the  ordinary  course  of  business.

10.  TERMINATION,
     ------------

     10.1  This  Agreement may be terminated by the Agent by notice, of five (5)
business days, to the Company in the event that the Company shall have failed or
been  unable  to  comply with any of the terms, conditions or provisions of this
Agreement on the part of the Company to be performed, complied with or fulfilled
within  the  respective  times,  if  any, herein provided for, unless compliance
therewith  or  performance  or  satisfaction  thereof  shall have been expressly
waived  by  the  Agent  in  writing.

     10.2 This Agreement may be terminated by the Company by notice, of five (5)
business  days,  to  the  Agent in the event that the Agent shall have failed or
been  unable  to  comply with any of the terms, conditions or provisions of this
Agreement  on  the part of the Agent to be performed, complied with or fulfilled


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<PAGE>
within  the  respective  times,  if  any, herein provided for, unless compliance
therewith  or  performance  or  satisfaction  thereof  shall have been expressly
waived  by  the  Company  in  writing.

     10.3 This Agreement may be terminated by the Agent by notice to the Company
at  any  time,  if, in the reasonable, good faith judgment of the Agent, payment
for  and  delivery  of  the  Securities is rendered impracticable or inadvisable
because:  (i)  additional  material  governmental  restrictions not in force and
effect  on  the  date  hereof shall have been imposed upon trading in securities
generally;  (ii)  a war or other national calamity shall have occurred; or (iii)
the  condition  of the market (either generally or with reference to the sale of
the  Securities  to  be offered hereby) or the condition of any matter affecting
the  Company  or  any  other  circumstance is such that it would be undesirable,
impracticable or inadvisable, in the judgment of the Agent, to proceed with this
Agreement  or  with  the  Offering.

     10.4  Any  termination  of this Agreement pursuant to this Section shall be
without  liability  of  any  character  (including,  but not limited to, loss of
anticipated  profits or consequential damages) on the part of any party thereto,
except  that  the  Company  shall remain obligated to pay the costs and expenses
provided to be paid by it specified in Sections 3, 5, and 6; and the Company and
the  Agent  shall be obligated to pay, respectively, all losses, claims, damages
or  liabilities,  joint or several, under Section 7.1 in the case of the Company
and  Section  7.2  in  the  case  of  the  Agent.

     11.  AGENT'S  REPRESENTATIONS,  WARRANTIES,  AND  COVENANTS.The  Agent
          -------------------------------------------------------
represents  and  warrants  to  and  agrees  with  the  Company  that:

     11.1  Agent  is a corporation duly incorporated and existing under the laws
of  the  state  of  Maryland.  Agent  is registered with the Securities Exchange
Commission  and  the  NASD.

     11.2  Agent  understands and acknowledges that the Securities are not being
registered  under  the Act, and that the Offering is to be conducted pursuant to
Regulation  D.  Accordingly,  in conducting its activities under this Agreement,
Agent  shall  offer  Securities  only  to  "accredited investors," as defined in
Regulation  D.

     11.3  Neither  the  Agent  nor  any of its Affiliates will take any action,
which  will  impair  the  effectiveness of the transactions contemplated by this
Agreement.

     11.4  All  corporate  actions by Agent required for the execution, delivery
and performance of this Agreement have been taken. The execution and delivery of
this  Agreement  by  the  Agent, the observance and performance thereof, and the
consummation  of  the  transactions  contemplated  herein  or  in  the  Offering
Documents  do  not  and  will not constitute a material breach of, or a material
default under, any instrument or agreement by which the Agent is bound, and does
not  and will not, to the best of the Agent's knowledge, contravene any existing
law,  decree  or  order applicable to it. This Agreement constitutes a valid and
binding  agreement  of  Agent,  enforceable  in  accordance  with  its  terms.


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<PAGE>
     11.5  Agent's  representations  and  warranties under this Section shall be
true  and  correct as of the Closing, and shall survive the Closing for a period
of  six  months.

12.  NOTICES.Except  as  otherwise  expressly  provided  in  this  Agreement:
     --------

     12.1  Whenever notice is required by the provisions of this Agreement to be
given to the Company, such notice shall be in writing, addressed to the Company,
at:

If  to  Company:
Photoloft.com  Group.
300  Orchard  City  Drive
Suite  #142
Campbell,  CA  95008
Attn:  Chief  Executive  Officer

With  Copies  to  Company  Counsel:
Cathy  Gawne,  Esq.
Silicone  Valley  Law  Group
152  North  3rd  Street
San  Jose,  California  95112


     12.2  Whenever notice is required by the provisions of this Agreement to be
given  to  the  Agent,  such  notice shall be given in writing, addressed to the
Agent,  at:

If  to  the  Agent:
The  May  Davis  Group,  Inc.
1  World  Trade  Center
New  York,  New  York  10048
Attn:  Michael  Jacobs

With  copy  to:
Butler  Gonzalez,  L.L.P.
1000  Stuyvesant  Avenue
Suite  #6
Union,  New  Jersey  07083

     12.3  Any  notice  instructing  the  Escrow  Agent  to distribute monies or
Securities  held  in  Escrow  must  be  signed  by authorized agents of both the
Company  and  the  Agent  in  order  to  be  valid.


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<PAGE>
13.    MISCELLANEOUS.
       --------------

     13.1 Benefit.This Agreement is made solely for the benefit of the Agent and
          --------
the  Company, their respective officers and directors and any controlling person
referred  to  in  Section  15  of  the  Act  and their respective successors and
assigns, and no other person may acquire or have any right under or by virtue of
this  Agreement,  including,  without limitation, the holders of any Securities.
The  term  "SUCCESSOR"  or  the  term  "successors  and assigns" as used in this
Agreement  shall  not include any purchasers, as such, of any of the Securities.

     13.2  Survival.The  respective  indemnities,  agreements,  representations,
           ---------
warranties,  covenants and other statements of the Company and the Agent, or the
officers,  directors  or controlling persons of the Company and the Agent as set
forth  in or made pursuant to this Agreement and the indemnity agreements of the
Company  and the Agent contained in Section 7 hereof shall survive and remain in
full  force and effect, regardless of (i) any investigation made by or on behalf
of  the Company or the Agent or any such officer, director or controlling person
of  the Company or of the Agent; (ii) delivery of or payment for the Securities;
or  (iii) the Closing Date, and any successor of the Company or the Agent or any
controlling  person,  officer  or director thereof, as the case may be, shall be
entitled  to  the  benefits  hereof.

     13.3  Governing  Law.The validity, interpretation, and construction of this
           ---------------
Agreement  will  be  governed  by the Laws of the State of New York. The parties
further  agree  that  any action between them shall be heard in New York County,
New  York,  and  expressly  consent to the jurisdiction and venue of the Supreme
Court of New York County, New York, and the United States District Court for the
Southern  District of New York for the adjudication of any civil action asserted
pursuant  to  this  Paragraph.

     13.4  Counterparts.This  Agreement  may  be  executed  in  any  number  of
           -------------
counterparts,  each of which may be deemed an original and all of which together
will  constitute  one  and  the  same  instrument.

     13.5  Confidential  Information.All  confidential  financial  or  business
           --------------------------
information  (except  publicly  available  or  freely  usable material otherwise
obtained from another source) respecting either party will be used solely by the
other  party  in  connection  with  the within transactions, be revealed only to
employees or contractors of such other party who are necessary to the conduct of
such  transactions,  and  be  otherwise  held  in  strict  confidence.

     13.6  Public  Announcements.Prior to the Closing Date, neither party hereto
           ----------------------
will  issue  any  public announcement concerning the within transactions without
the  approval  of  the other party however if a disapproval is not issued within
one  (1)  business  day  it  will  be  assumed  that  the public announcement is
approved.

     13.7  Finders.The  parties acknowledge that no person has acted as a finder
           --------
in  connection  with the transactions contemplated herein and each will agree to
indemnify  the  other  with  respect  to  any  other claim for a finder's fee in
connection  with  the  offering.


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<PAGE>
     13.8 Financial Advisers.The parties acknowledge that the Company has or may
          -------------------
retain  financial  and  other  advisors in connection with this transaction (the
"Advisors"),  and  the  Company agrees to indemnify and hold the Placement Agent
harmless  for  any  fees  and  expenses  of  the  Advisors.

     13.9  Recitals.The  recitals  to this Agreement are a material part hereof,
           ---------
and  each  recital  is  incorporated into this Agreement by reference and made a
part  of  this  Agreement.


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<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have duly caused this Agreement to
be  executed  as  of  the  day  and  year  first  above  written.

"THE  COMPANY"
PHOTOLOFT.COM  GROUP

By:
Name:  Jack  Marshall
Title:  President

"THE  AGENT"
THE  MAY  DAVIS  GROUP,  INC.

By:
Name:  Michael  Jacobs
Title:


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