EXHIBIT  10.27
                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement"),  dated as of March 3,
2000, by and among Photoloft.Com, a Nevada corporation, with headquarters at 300
Orchard  City  Drive,  Campbell,  California  95008  (the  Company"),  and  the
undersigned  buyer  (the  "Buyer").

WHEREAS:

     A.  In  connection  with the Securities Purchase Agreement by and among the
parties of even date herewith (the "Securities Purchase Agreement"), the Company
has  agreed,  upon  the  terms  and  subject to the conditions of the Securities
Purchase  Agreement,  (i)  to  issue  and  sell  to  the  Buyer(s) shares of the
Company's  Series  A  Preferred  Stock  (the  "Preferred  Stock"), which will be
convertible into shares of the Company's common stock, $.00l par value per share
(the  "Common Stock") (as converted, the "Conversion Shares") in accordance with
the  terms  of the Company's Certificate of Designations, Preferences and Rights
of  the  stock  (the  "Certificate  of  Designations");  and

     B.  To  induce  the Buyer(s) to execute and deliver the Securities Purchase
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws:

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the Company and the Buyer(s)
hereby  agree  as  follows:

1.   DEFINITIONS.

As  used  in  this  Agreement,  the  following  terms  shall  have the following
meanings:

     a.  "INVESTOR"  means  the  Buyer and any transferee or assignee thereof to
whom  the Buyer assigns its fights under this Agreement and who agrees to become
bound  by  the  provisions  of  this  Agreement  in  accordance  with Section 9.

     b.  "PERSON"  means  a  corporation,  a  limited  liability  company,  an
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof  or  a  governmental  agency.

     c.  "REGISTER,"  "REGISTERED,"  and  "REGISTRATION" refer to a registration
effected  by  preparing  and  filing  one  or  more  Registration  Statements in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any


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successor  rule  providing  for offering securities on a continuous basis ("Rule
415"),  and  the  declaration  or ordering of effectiveness of such Registration
Statement(s)  by  the  United  States  Securities  and  Exchange Commission (the
"SEC").

     d.   "SECURITIES"  means  the  Conversion  Shares  issued  or issuable upon
conversion  of  the  Preferred  Stock  and any shares of capital stock issued or
issuable  with  respect  to  the  Conversion  Shares or the Preferred Stock as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event.

     e.  "REGISTRATION  STATEMENT" means a registration statement of the Company
filed  under  the  1933  Act.

     Capitalized  terms  used herein and not otherwise defined herein shall have
the  respective  meanings  set  for-the  in  the  Securities Purchase Agreement.

2.   REGISTRATION.
     -------------

     a. Mandatory Registration.The Company shall prepare and file with the SEC a
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Registration Statement or Registration Statements (as is necessary) on Form S-1,
or  SB-2,  no  later  than  60  days  from  the  Closing  (or, if such forms are
unavailable for such a registration, on such other form as is available for such
a  registration,  subject  to  the  consent  of each Buyer and the provisions of
Section  2(c),  which  consent  will not be unreasonably withheld), covering the
resale  of  all  of  the Registrable Securities, which Registration Statement(s)
shall  state  that,  in accordance with Rule 416 promulgated under the 1933 Act,
such  Registration  Statement(s)  also  covers  such  indeterminate  number  of
additional  shares  of  Common  Stock as may become issuable to prevent dilution
resulting  from  stock splits, stock dividends or similar transactions.
     Such Registration Statement shall  initially  register  for resale at least
665,000 shares of Common Stock, subject to adjustment as provided  in  Section 3
(b),  and  such  registered shares of Common Stock  shall be allocated among the
Investors pro rata based on the total number of Registrable Securities issued or
issuable as of each date that a Registration Statement,  as amended, relating to
the resale of the Registrable Securities is declared effective  by  the SEC. The
Company shall use its best efforts to have the  Registration Statement  declared
effective by the SEC within one hundred and  twenty  (120)  days  following  THE
CLOSING DATE OR DAY OF FILING THE ISSUANCE DATE ( the "REGISTRATION DEADLINE" ).
The  Company shall permit the registration statement  to become effective within
five (5) business days after receipt of a "NO REVIEW" notice from  the  SEC.  In
the event that the Registration Statement is not  filed  by the Company with the
SEC by the Filing Deadline 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 per month
for every month the Registration Statement is not declared  effective by the SEC
(2.0%  of  1,250,000).


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     b.  Underwritten  Offering.If  any  offering  pursuant  to  a  Registration
         -----------------------
Statement  pursuant  to  Section  2(a)  involves  an  underwritten offering, the
Buyer(s)  shall  have  the  right  to select one legal counsel and an investment
banker  or  bankers  and manager or managers to administer their interest in the
offering,  which  investment  banker  or bankers or manager or managers shall be
reasonably  satisfactory  to  the  Company.

     c.  Piggy-Back Registrations. If at any time prior to the expiration of the
         ------------------------
Registration  Period  (as hereinafter defined) the Company proposes to file with
the  SEC a Registration Statement relating to an offering for its own account or
the account of others under the I933 Act of any of its securities (other than on
Form  S-4  or  Form  S-8  or their then equivalents relating to securities to be
issued  solely  in  connection with any acquisition of any entity or business or
equity  securities  issuable  in  connection with stock option or other employee
benefit  plans) the Company shall promptly send to each Investor who is entitled
to  registration  rights under this Section 2(c) written notice of the Company's
intention  to  file a Registration Statement and of such Investor's rights under
this  Section 2(c) and, if within twenty (20) days after receipt of such notice,
such  Investor  shall  so  request in writing, the Company shall include in such
Registration  Statement  all  or  any  part  of  the Registrable Securities such
investor  requests  to  be  registered,  subject  to the priorities set forth in
Section  2(d)  below.  No  right to registration of Registrable Securities under
this  Section  2(c)  shall be construed to limit any registration required under
Section  2(a).  The  obligations  of  the Company under this Section 2(c) may be
waived  by  Investors  holding  a  majority of the Registrable Securities. If an
offering  in connection with which an Investor is entitled to registration under
this  Section  2(c)  is  an  underwritten  offering,  then  each  Investor whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise  agreed  by the Company, offer and sell such Registrable Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to  the  provisions of this Agreement, on the same terms and conditions as other
shares  of  Common  Stock  included  in  such  underwritten  offering.

     d.  Priority  in  PiggyBack  Registration  Rights  in  connection  with
         -------------------------------------------------------------------
Registrations or Company Account.If the registration referred to in Section 2(c)
---------------------------------
is  to be an underwritten public offering for the account of the Company and the
managing  underwriter(s) advise the Company in writing, that in their reasonable
good  Faith opinion, marketing or other factors dictate that a limitation on the
number  of  shares  of  Common  Stock  which may be included in the Registration
Statement  is  necessary  to  facilitate  and  not adversely affect the proposed
offering,  then  the  Company shall include in such registration: (1) first, all
securities  the  Company proposes to sell for its own account, (2) second, up to
the  full  number of securities proposed to be registered for the account of the
holders  of  securities  entitled  to  inclusion  of  their  securities  in  the
Registration  Statement  by reason of demand registration rights, and (3) third,
the  securities requested to be registered by the Investors and other holders of
securities entitled to participate in the registration, drawn from them pro rata
based  on  the  number  each  has requested to be included in such registration.


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     e. Non-eligibility for Form S-3.The Company is not eligible  for the use of
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Form  S-3. Therefore (i) the Company, with the consent of each Investor pursuant
to  Section  2(a),  shall register the sale of the Registrable Securities on all
other appropriate form, such as Form S-1 or Form SB-2 and (ii) the Company shall
undertake  to  register  the  Registrable Securities on Form S-3 as soon as such
form  is  available.

3.   RELATED  OBLIGATIONS.
     ---------------------

     Whenever  an  Investor(s)  has requested that any Registrable Securities be
registered  pursuant to Section 2(c) or at such time as the Company is obligated
to  file  a  Registration  Statement  with the SEC pursuant to Section 2(a), the
Company  will use its best efforts to effect the registration of the Registrable
Securities  in  accordance  with the intended method of disposition thereof and,
pursuant  thereto,  the  Company  shall  have  the  following  obligations:

     a.  The Company shall promptly prepare and file with the SEC a Registration
Statement  with  respect  to  the  Registrable  Securities  (on  or prior to the
sixtieth  (60th  )  day  following  the  Issuance  Date, for the registration of
Registrable  Securities  pursuant  to  Section 2(a)) and use its best efforts to
cause  such  Registration  Statement(s)  relating  to  Registrable Securities to
become  effective  as soon as possible after such filing (by the one hundred and
twentieth  (120th) day following the Issuance Date in the case of a Registration
Statement filed with the SEC on Form S-1 or SB-2, pursuant to Section 2(a)), and
keep  the  Registration Statement(s) effective pursuant to Rule 415 at all times
until  the earlier of (i) the date as of which the Investors may sell all of the
Registrable  Securities  without restriction pursuant to Rule 144(k) promulgated
under  the  1933  Act  (or  successor thereto) or (ii) the date on which (A) the
Investors  shall  have  sold  all the Registrable Securities and (B) none of the
Preferred  Stock  or  Warrants is outstanding (the "Registration Period"), which
Registration  Statement(s)  (including any amendments or supplements thereto and
prospectuses  contained  therein)  shall  not  contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they  were  made,  not  misleading.

     b.  The  Company  shall  prepare  and  file  with  the  SEC such amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement(s)  and  the  prospectus(es) used in connection with tile Registration
Statement(s),  which  prospectus(es)  are  to  be  filed  pursuant  to  Rule 424
promulgated  under  the  1933  Act, as may be necessary to keep the Registration
Statement(s)  effective at ail times during the Registration Period, and, during
such  period,  comply  with  the  provisions  of  the  1933  Act
with  respect  to  the  disposition of all Registrable Securities of the Company
covered  by  the  Registration  Statement(s)  until  such  time  as  all of such
Registrable  Securities  shall  have  been  disposed  of  in accordance wish the
intended methods of disposition by the seller or sellers thereof as set forth in
the Registration Statement(s). In the event the number of shares available under
a  Registration  Statement  filed  pursuant to this Agreement is insufficient to
cover  all  of  the  Registrable  Securities,  the  Company  shall  amend  the
Registration  Statement, or file a new Registration Statement (on the short form


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available  therefore,  if  applicable),  or  both,  so  as  to  cover all of the
Registrable  Securities,  in each case, as soon as practicable, but in any event
within  fifteen  (15)  days  after  the necessity therefore arises (based on the
market price of the Common Stock and other relevant factors on which the Company
reasonably elects to rely). The Company shall use its best efforts to cause such
amendment  and/or  new  Registration  Statement  to  become effective as soon as
practicable  following  the  filing  thereof.  For  purposes  of  the  foregoing
provision,  the  number of shares available under a Registration Statement shall
be  deemed  "insufficient  to cover all of the Registrable Securities" if at any
time  the number of Registrable Securities issued or issuable upon conversion of
the  Preferred Stock is greater than the quotient determined by dividing (i) the
number  of  shares  of Common Stock available for resale under such Registration
Statement  by (ii) 2.0; provided that in the case of the initial registration of
the  Registrable  Securities  pursuant  to  Section  2(a),  the Company shall be
required  to  register solely for the purpose of effecting the conversion of the
Series  A  Preferred  Shares  such  number of shares of Common Stock equal to or
greater than 200% of the number of shares of Common Stock for which are issuable
upon  conversion  of all of the then outstanding Series A Preferred Shares which
are  then  outstanding or which could be issued at any time under this Agreement
or  the  Series  A  Preferred  Shares.

     c.  The Company shall furnish to each Investor whose Registrable Securities
are  included  in  the  Registration  Statement(s) and its legal counsel without
charge  (i)  promptly after the same is prepared and filed with the SEC at least
one  copy  of  the  Registration  Statement and any amendment thereto, including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference  and  all  exhibits,  the prospectus(es) included it such Registration
Statement(s)  (including  each preliminary prospectus ) and, with regards to the
Registration Statement, any correspondence by or on behalf of the Company to the
SEC  or the staff of the SEC and any correspondence from the SEC or the staff of
the  SEC  to  the Company or its representatives, (ii) upon the effectiveness of
any  Registration  Statement, ten (10) copies of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies as such investor may reasonably request) and (iii) such other
documents, including any preliminary prospectus, as such Investor may reasonably
request  in  order  to  facilitate the disposition of the Registrable Securities
owned  by  such  Investor.

     d. The Company shall use reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement(s) under such other
securities  or "BLUE SKY" laws of such jurisdictions in the United States as any
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments  (including  post-effective  amendments)  and  supplements  to  such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to quality the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in connection therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  Section 3(d), (b) subject itself to general taxation in any such
jurisdiction,  or  (c)  file a general consent to service of process in any such


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jurisdiction.  The  Company  shall  promptly  notify  each  Investor  who  holds
Registrable  Securities  of  the receipt by the Company of any notification with
respect  to  the  suspension  of the registration or qualification of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in  the  United  States  or  its  receipt  of actual notice of the
initiation  or  threatening  of  any  proceeding  for  such  purpose.

     e. in the event investors who hold a majority of the Registrable Securities
being  offered in the offering select underwriters for the offering, the Company
shall  enter  into and perform its obligations under art underwriting agreement,
in  usual  and  customary  form,  including,  without  limitation,  customary
indemnification  and  contribution  obligations,  with  the underwriters of such
offering.

     f.  As  promptly  as  practicable  after  becoming aware of such event, the
Company  shall notify each Investor in writing of the happening of any event, of
which the Company has knowledge, as a result of which the prospectus included in
a  Registration  Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a 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,  and promptly prepare a supplement or
amendment  to  the  Registration  Statement  to correct such untrue statement or
omission,  and  deliver  ten (10) copies of such supplement or amendment to each
Investor  (or  such  other  number  of  copies  as  such Investor may reasonably
request).  The  Company  shall also promptly notify each Investor in writing (i)
when  a  prospectus or any prospectus supplement or post-effective amendment has
been  filed,  and  when a Registration Statement or any post-effective amendment
has  become  effective (notification of such effectiveness shall be delivered to
each  Investor  by  facsimile  on  the  same  day  of  such effectiveness and by
overnight  mail) (ii) of any request by the SEC for amendments or supplements to
a  Registration Statement or related prospectus or related information, (iii) of
the  Company's  reasonable  determination  that  a post-effective amendment to a
Registration  Statement  would  be  appropriate.

     g.  The  Company  shall use its best efforts to prevent the issuance of any
stop  order or other suspension of effectiveness of a Registration Statement, or
the  suspension  of  the  qualification of any of the Registrable Securities for
sale  in  any  jurisdiction  and,  if  such an order or suspension is issued, to
obtain  the  withdrawal  of  such  order  or suspension at the earliest possible
moment  and  to notify each Investor who holds Registrable Securities being sold
(and,  in  the  event of an underwritten offering, the managing underwriters) of
the  issuance  of such order and the resolution thereof or its receipt of actual
notice  of  the  initiation  or  threat  of  any  proceeding  for  such purpose.

     h.  The Company shall permit each Investor a single firm of counsel or such
other  counsel  as thereafter designated as selling stockholders' counsel by the
Investors  who  hold  a  majority  of  the Registrable Securities being sold, to
review  and  comment  upon  the Registration Statement(s) and all amendments and
supplements  thereto at least seven (7) days prior to their filing with the SEC,
and  not  file  any document in a form to which such counsel reasonably objects.
The  Company shall not submit a request for acceleration of the effectiveness of


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a  Registration  Statement(s) or any amendment or supplement thereto without the
prior  approval  of  such  counsel,  which  consent  shall  not  be unreasonably
withheld.

     i. At the request of the Investor(s) who hold a majority of the Registrable
Securities  being  sold, the Company shall furnish, on the date that Registrable
Securities  are delivered to an underwriter, if any, for sale in connection with
the  Registration  Statement  (i) if required by an underwriter, a letter, dated
such  date,  from the Company's independent certified public accountants in form
and  substance  as  is  customarily  given  by  independent  certified  public
accountants  to  underwriters in an underwrite, eh public offering, addressed to
the  underwriters,  and  (ii)  an  opinion,  dated  as  of such date, of counsel
representing  the  Company for purposes of such Registration Statement, in form,
scope  and substance as is customarily given in an underwritten public offering,
addressed  to  the  underwriters  and  the  Investor(s).

     j.  The  Company  shall  make available for inspection by (i) any Investor,
(ii) any underwriter participating in any disposition pursuant to a Registration
Statement,  (iii)  one  firm  of  attorneys and one firm of accountants or other
agents retained by the Investors, and (iv) one firm of attorneys retained by all
such  underwriters  (collectively, the "INSPECTORS") all pertinent financial and
other  records,  and pertinent corporate documents and properties of the Company
(collectively,  the  "RECORDS"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and  cause  the  Company's  officers,  directors  and  employees  to  supply all
information  which any Inspector may reasonably request for purposes of such due
diligence provided, however, that each Inspector shall hold in strict confidence
and  shall  not make any disclosure (except to an Investor) or use of any Record
or  other  information  which  the  Company  determines  in  good  faith  to  be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of  such  Records  is  necessary  to  avoid  or  correct a
misstatement  or omission in any Registration Statement or is otherwise required
under  the  1933  Act,  (b) the release of such Records is ordered pursuant to a
final,  non-appealable  subpoena  or  order  from  a court or government body of
competent  jurisdiction,  or  (c)  the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or  any  other agreement. Each Investor agrees that it shall, upon learning that
disclosure  of  such  Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company
and  allow  the  Company,  at  its  expense,  to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the  Records  deemed
confidential.

     k.  The  Company  shall  hold  in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by disclosure in violation of this or any other agreement. The


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Company  agrees that it shall, upon learning that disclosure of such information
concerning  an  Investor  is  sought  in  or  by a court or governmental body of
competent  jurisdiction  or  through  other means, give prompt written notice to
such  Investor  and allow such investor, at the Investor's expense, to undertake
appropriate  action  to  prevent  disclosure of, or to obtain a protective order
for,  such  information.

     1.  The  Company  shall  use  its  best efforts either to (i) cause all the
Registrable  Securities covered by a Registration Statement to be listed on each
national  securities  exchange  on  which securities of the same class or series
issued  by  the  Company  are  then  listed,  if  any,  if  the  listing of such
Registrable  Securities is then permitted under the rules of such exchange, (ii)
to secure designation and quotation of ail the Registrable Securities covered by
the  Registration  Statement  on  the  Nasdaq  National Market System, (iii) if,
despite  the Company's best efforts to satisfy the preceding clause (i) or (ii),
the  Company  is  unsuccessful in satisfying the preceding clause (i) or (ii) to
secure  the  inclusion  for  quotation  on  the  Bulletin  for  such Registrable
Securities  or,  (iv)  if,  despite  the  Company's  best efforts to satisfy the
preceding  clause (iii), the Company is unsuccessful in satisfying the preceding
clause  (iii),  to  secure  the  inclusion for quotation on the over-the-counter
market  for such Registrable Securities, and, without limiting the generality of
the  foregoing, in the case of clause (iii) or (iv), to arrange for at least two
market  makers  to register with the National Association of Securities Dealers,
Inc.  ("NASD")  as such with respect to such Registrable Securities. The Company
shall  pay  all  fees  and expenses in connection with satisfying its obligation
under  this  Section  3(i).

     m.  The  Company  shall  cooperate  with the Investors who hold Registrable
Securities being offered and, to the extent applicable, any managing underwriter
or  underwriters,  to  facilitate  the  timely  preparation  and  delivery  of
certificates  (not  bearing any restrictive legend) representing the Registrable
Securities  to  be  offered pursuant to a Registration Statement and enable such
certificates  to be in such denominations or amounts, as the case may be, as the
managing  underwriter  or  underwriters,  if  any,  or,  if there is no managing
underwriter or underwriters, the Investors may reasonably request and registered
in  such  names  as  the  managing  underwriter  or underwriters, if any, or the
Investors  may  request.  Not  later  than  the  date  on which any Registration
Statement  registering  the  resale  of  Registrable  Securities  is  declared
effective,  the  Company  shall  deliver  to  its  transfer  agent instructions,
accompanied  by  any  reasonably required opinion of counsel, that permits sales
of unlegended securities in a timely fashion that complies  with  then  mandated
securities settlement procedures for regular way market  transactions.

     n.  The  Company  shall  take  all  other  reasonable  actions necessary to
expedite  and  facilitate disposition by the Investors of Registrable Securities
pursuant  to  a  Registration  Statement.

     o.  The  Company  shall  provide a transfer agent and registrar of all such
Registrable  Securities  not  later than the effective date of such Registration
Statement.

     p.  If  requested  by the managing underwriters or an Investor, the Company
shall  immediately  incorporate  in  a  prospectus  supplement or post-effective


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amendment  such information as the managing underwriters and the Investors agree
should  be included therein relating to the sale and distribution of Registrable
Securities,  including,  without  limitation,  information  with  respect to the
number  of  Registrable Securities being sold to such underwriters, the purchase
price  being  paid  therefore by such underwriters and with respect to any other
terms  of  the  underwritten  (or  best  efforts  underwritten)  offering of the
Registrable Securities to be sold in such offering; make all required filings of
such  prospectus  supplement  or post-effective amendment as soon as notified of
the  matters  to be incorporated in such prospectus supplement or post-effective
amendment;  and  supplement  or make amendments to any Registration Statement if
requested  by  a  shareholder or any underwriter of such Registrable Securities.

     q.  The  Company  shall  use  its  best  efforts  to  cause the Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

     r.  The  Company  shall  otherwise  use its best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

4.   OBLIGATIONS  OF  THE  INVESTOR(S).
     ----------------------------------

     a.  At  least  seven (7) days prior to the first anticipated filing date of
the Registration Statement, the Company shall notify each Investor in writing of
the  information  the  Company requires from each such Investor if such Investor
elects  to  have  any  of such Investor's Registrable Securities included in the
Registration  Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to  the Registrable Securities of a particular Investor that such Investor shall
furnish  to  the  Company  such  information  regarding  itself, the Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of  such  Registrable  Securities and shall execute such documents in connection
with  such  registration  as  the  Company  may  reasonably  request.

     b.  Each  Investor  by  such  Investor's  acceptance  of  the  Registrable
Securities  agrees  to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of the Registration
Statement(s) hereunder, unless such Investor has notified the Company in writing
of  such  Investor's  election  to  exclude  all  of such Investor's Registrable
Securities  from  the  Registration  Statement.

     c.  In  the  event  Investor(s)  holding  a  majority  of  the  Registrable
Securities  being registered determine to engage the services of an underwriter,
each Investor agrees to enter into mid perform such Investor's obligations under
an  underwriting  agreement,  in  usual  and customary, form, including, without
limitation,  customary  indemnification  and  contribution obligations, with the
managing  underwriter  of  such  offering  and  take  such  other actions as are
reasonably  required  in  order to expedite or facilitate the disposition of the
Registrable  Securities, unless such Investor notifies the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's  Registrable
Securities  from  the  Registration  Statement(s).


                                      122
<PAGE>
     d.  Each  Investor agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(g) or the first
sentence  of  3(f),  such  Investor  will immediately discontinue disposition of
Registrable  Securities  pursuant to the Registration Statement(s) covering such
Registrable  Securities  until  such  Investor's  receipt  of  the copies of the
supplemented  or  amended  prospectus  contemplated by Section 3(g) or the first
sentence of 3(f) and, if so directed by the Company, such Investor shall deliver
to  the  Company  (at  the expense of the Company) or destroy all copies in such
Investor's  possession,  of  the prospectus covering such Registrable Securities
current  at  the  time  of  receipt  of  such  notice.

     e.  No  Investor may participate in any underwritten registration hereunder
unless  such  Investor (i) agrees to sell such Investor's Registrable Securities
on the basis provided in any underwriting arrangements approved by the Investors
entitled hereunder to approve such arrangements, (ii) completes and executes ail
questionnaires,  powers  of  attorney,  indemnities, underwriting agreements and
other  documents  reasonably  required  under  the  terms  of  such underwriting
arrangements,  and  (iii)  agrees  to pay its pro rata share of all underwriting
discounts  and  commissions.

5.   EXPENSES  OF  REGISTRATION.
     ---------------------------

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel  for  the  Company  shall  be  borne  by  the  Company.

6.   INDEMNIFICATION
     ---------------

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:

     a.  To  the  fullest  extent permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend  each  Investor  who  holds  such
Registrable Securities, the directors, officers, partners, employees, agents and
each  Person,  if  any, who controls any Investor within the meaning of the 1933
Act or the Securities Exchange Act of 1934, as amended (the "1934 Act"), and any
underwriter  (as  defined  in the 1933 Act) for the Investors, and the directors
and  officers  of,  and  each Person, if any, who controls, any such underwriter
within  the  meaning  of  the  1933  Act  or the 1934 Act (each, an "Indemnified
Person"),  against  any  losses, claims, damages, liabilities, judgments, fines,
penalties,  charges,  costs,  attorneys'  fees,  amounts  paid  in settlement or
expenses,  joint or several, (collectively, "Claims") incurred in investigating,
preparing  or  defending  any  action,  claim,  suit,  inquiry,  proceeding,
investigation  or  appeal  taken  from  the  foregoing by or before any court or
governmental,  administrative  or  other  regulatory  agency,  body  or the SEC,
whether  pending or threatened, whether or not an indemnified party is or may be


                                      123
<PAGE>
a party thereto  "Indemnified Damages"), to which any of them may become subject
insofar  as  such  Claims  (or  actions  or  proceedings,  whether  commenced or
threatened,  in  respect  thereof arise out of or are based upon: (i) any untrue
statement  or  alleged  untrue  statement  of  a material fact in a Registration
Statement  or  any  post-effective  amendment  thereto  or in any filing made in
connection  with the qualification of the offering under the securities or other
"blue  sky" laws of any jurisdiction in which Registrable Securities are offered
("Blue  Sky  Filing"),  or  the omission or alleged omission to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light of the circumstances under which the statements therein were made, not
misleading,  (ii) any untrue statement or alleged untrue statement of a material
fact  contained  in  any  preliminary prospectus if used. prior to the effective
date  of  such  Registration Statement, or contained in the final prospectus (as
amended  or  supplemented,  if  the  Company  files  any  amendment  thereof  or
supplement  thereto  with  the SEC) or the omission or alleged omission to state
therein  any  material  fact  necessary  to make the statements made therein, in
light  of  the  circumstances  under which the statements therein were made, not
misleading,  or  (iii)  any violation or alleged violation by the Company of the
1933  Act, the 1934 Act, any other law, including, without limitation, any state
securities  law,  or  any rule or regulation thereunder relating to the offer or
sale  of  the  Registrable  Securities pursuant to a Registration Statement (the
matters  in  the  foregoing  clauses  (i)  through  (iii)  being,  collectively,
"Violations"),  Subject  to  the  restrictions  set  forth  in Section 6(d) with
respect  to  the  number  of  legal  counsel,  the  Company  shall reimburse the
Investors  and  each  such  underwriter  or controlling person, promptly as such
expenses  are  incurred  and  are  due  and payable, for any legal fees or other
reasonable  expenses  incurred  by  them  in  connection  with  investigating or
defending  any  such  Claim.  Notwithstanding anything to the contrary contained
herein,  the indemnification agreement contained in this Section 6(a): (i) shall
not  apply  to  a Claim arising out of or based upon a Violation which occurs in
reliance  upon  and  in  conformity with information furnished in writing to the
Company  by  any  Indemnified  Person or underwriter for such Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  was  timely  made available by the Company pursuant to Section 3(c);
(ii)  with  respect  to  any  preliminary  prospectus,  shall not  inure  to the
benefit  of  any  such  person  from  whom  the  person asserting any such Claim
purchased  the  Registrable  Securities  that are the subject thereof (or to the
benefit  of  any  person  controlling  such  person)  if the untrue statement or
mission  of  material fact contained in the preliminary prospectus was corrected
in  the  prospectus,  as  then  amended  or supplemented, if such prospectus was
timely  made  available  by  the  Company  pursuant  to  Section  3(c),  and the
Indemnified  Person  was  promptly  advised  in writing not to use the incorrect
prospectus  prior  to  the  use  giving rise to a violation and such Indemnified
Person,  notwithstanding  such  advice, used it; (iii) shall not be available to
the  extent  such  Claim  is based on a failure of the Investor to deliver or to
cause  to be delivered the prospectus made available by the Company (i) and (iv)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected  without  the prior written consent of the Company, which consent shall
not  be  unreasonably  withheld.  Such  indemnity shall remain in full force and
effect  regardless  of any investigation made by or on behalf of the Indemnified
Person  and  shall  survive  the  transfer  of the Registrable Securities by the
Investors  pursuant  to  Section  9.


                                      124
<PAGE>
     b.  In  connection  with any Registration Statement in which an Investor is
participating, each such Investor agrees to severally and not jointly indemnify,
hold  harmless  and  defend, to the same extent and in the same manner as is set
forth  in Section 6(a), the Company, each of its directors, each of its officers
who  signs  the  Registration  Statement,  each Person, if any, who controls the
Company  within  the  meaning  of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
or  Indemnified  Damages to which any of them may become subject, under the 1933
Act,  the  1934  Act  or otherwise, insofar as such Claim or Indemnified Damages
arise  out  of  or are based upon any Violation, in each case to the extent, and
only  to  the  extent,  that  such  Violation  occurs  in  reliance  upon and in
conformity  with  written  information furnished to the Company by such Investor
expressly  for  use in connection with such Registration Statement; and, subject
to  Section  6(d),  such  Investor  will  reimburse  any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  provided,  however, that the indemnity agreement contained in this
Section  6(b) and Section 7 shall not apply to amounts paid in settlement of any
Claim  if  such settlement is effected without the prior written consent of such
Investor,  which  consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount  of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such Indemnified Party
and  shall  survive  the transfer of the Registrable Securities by the Investors
pursuant  to  Section  9.  Notwithstanding  anything  to  the contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  preliminary  prospectus  shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as  then  amended  or  supplemented.

     c.  The Company shall be entitled to receive indemnities from underwriters,
selling  brokers,  dealer managers and similar securities industry professionals
participating  in  any  distribution, to the same extent as provided above, with
respect  to  information  such  persons  so  furnished  in writing expressly for
inclusion  in  the  Registration  Statement.

     d.  Promptly  after  receipt  by an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a  Claim such
indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the indemnified Person or
the  indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the indemnifying party, the


                                      125
<PAGE>
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by such counsel in such proceeding. The Company shall
pay  reasonable  fees for only one separate legal counsel for the Investors, and
such  legal  counsel  shall  be  selected by the Investors holding a majority in
interest of the Registrable Securities included in the Registration Statement to
which  the  Claim  relates.  The  Indemnified  Party or Indemnified Person shall
cooperate  fully  with the indemnifying party in connection with any negotiation
or  defense  of  any  such  action  or claim by the indemnifying party and shall
furnish  to  the  indemnifying party all information reasonably available to the
Indemnified  Party or Indemnified Person, which relates to such action or claim.
The  indemnifying  party  shall keep the Indemnified Party or Indemnified Person
fully  apprised  at  all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any
settlement  of  any  action,  claim  or  proceeding effected without its written
consent,  provided,  however, that the indemnifying party shall not unreasonably
withhold,  delay  or condition its consent. No indemnifying party shall, without
the  consent of the Indemnified Party or Indemnified Person, consent to entry of
any  judgment  or  enter  into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  such Indemnified Party or Indemnified Person of a release from ail liability
in  respect  to  such claim or litigation. Following indemnification as provided
for  hereunder,  the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to ail third parties, firms
or  corporations relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice  to  the  indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.

     e. The indemnification required by this Section 6 shall be made by periodic
payments  of  the  amount  thereof  during  the  course  of the investigation or
defense,  as  and  when  bills are received or Indemnified Damages are incurred.

     f.  The  indemnity  agreements contained herein shall be in addition to (i)
any  cause  of  action  or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

7.   CONTRIBUTION.
     -------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent


                                      126
<PAGE>
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of  fraudulent  misrepresentation;  (iii)  contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of' such Registrable Securities; and (III)
CONTRIBUTION  BY  THE  COMPANY  SHALL  BE  LIMITED  AS  TO  THE PLACEMENT OF THE
SECURITIES.

8.   REPORTS  UNDER  THE  1934  ACT.
     -------------------------------

     With  a  view to making available to the Investors the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that may at any time permit the investors to sell securities of the Company
to  the  public  without  registration  ("RULE  144"),  the  Company  agrees to:

     a.  make  and  keep  public  information  available,  as  those  terms  are
understood  and  defined  in  Rule  144;

     b.  file  with  the  SEC in a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  4(c)  of  the
Securities  Purchase  Agreement)  and  the  filing  of  such  reports  and other
documents  is  required  for  the  applicable  provisions  of  Rule  144;  and

     c.  furnish  to  each  Investor  so  long as such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has  complied  with the reporting requirements of Rule 144, the 1933 Act and
the  1934  Act, (ii) a copy of the most recent annual or quarterly report of the
Company  and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the investors to
sell  such  securities  pursuant  to  Rule  144  without  registration.

9.   ASSIGNMENT  OF  REGISTRATION  RIGHTS.
     -------------------------------------

     The  rights to have the Company register Registrable Securities pursuant to
this  Agreement  shall  be  automatically  assignable  by the Investor(s) to any
transferee  of  all  or  any  portion  of  Registrable  Securities  if:  (i) the
Investor(s)  agrees  in  writing  with the transferee or assignee to assign such
rights,  and  a  copy  of  such  agreement  is furnished to the Company within a
reasonable  time after such assignment; (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name  and  address  of  such transferee or assignee, and (b) the securities with
respect  to  which  such  registration rights are being transferred or assigned;
(iii)  immediately following such transfer or assignment the further disposition
of  such  securities  by the transferee or assignee is restricted under the 1933
Act and applicable state securities laws; (iv) at or before the time the Company
receives  the  written  notice  contemplated by clause (ii) of this sentence the
transferee  or assignee agrees in writing with the Company to be bound by all of
the  provisions  contained  herein;  (v)  such  transfer shall have been made in
accordance  with  the  applicable  requirements  of  the  Securities  Purchase


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<PAGE>
Agreement;  (vi)  such transferee shall be an "accredited investor" as that term
is defined in Rule 501 of Regulation D promulgated under the 1933 Act; and (vii)
in  the  event  the assignment occurs subsequent to the date of effectiveness of
the  Registration  Statement  required to be filed pursuant to Section 2(a), the
transferee  agrees  to  pay all reasonable expenses of amending or supplementing
such  Registration  Statement  to  reflect  such  assignment.

10.  AMENDMENT  OF  REGISTRATION  RIGHTS.
    -------------------------------------

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with the written consent of the Company and Investors
who  hold  two-thirds  of  the  Registrable  Securities. Any amendment or waiver
effected  in accordance with this Section 10 shall be binding upon each Investor
and  the  Company.

11.  MISCELLANEOUS.
    ---------------

     a.  A person or  entity  is deemed to be a holder of Registrable Securities
whenever  such  person  or entity owns of record such Registrable Securities. If
the  Company receives conflicting instructions, notices or elections from two or
more  persons  or  entities with respect to the same Registrable Securities, the
Company  shall  act  upon the basis of instructions, notice or election received
from  the  registered  owner  of  such  Registrable  Securities.

     b.  Any  notices  consents,  waivers  or  other  communications required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed
by  U.S.  certified  mail,  return receipt requested; (iii) three (3) days after
being  sent by U.S. certified mail, return receipt requested, or (d) one (1) day
after  deposit with a nationally recognized overnight delivery, service, in each
case  properly  addressed  to  the  party to receive the same. The addresses and
facsimile  numbers  for  such  communications  shall  be:

If  to  the  Company:

Photoloft.Com  Group.
300  Orchard  City  Drive
Campbell,  California  95008
Facsimile:  (408)  364-8778

With  Copy  to  Company  Counsel:

Cathy  Gawne,  Esq.
Silicone  Valley  Law  Group
152  North  3rd  Street
Suite  90
San  Jose,  California  95112


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<PAGE>
     If  to  a  Buyer,  to  its  address and facsimile number on the Schedule of
Buyers,  with  copies  to  such  Buyer's counsel as set forth on the Schedule of
Buyers.  Each  party  shall  provide  five (5) days' prior written notice to the
other  party  of  any  change  in  address  or  facsimile  number.

     c.  Failure  of  any  party  to  exercise  any  right  or remedy under this
Agreement  or  otherwise,  delay  by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

     d.  This  Agreement shall be governed by and interpreted in accordance with
the  laws  of the State of New York without regard to the principles of conflict
of laws. If any provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity  or  enforceability  of  the  remainder  of  this  Agreement  in  that
jurisdiction  or  the  validity  or  enforceability  of  any  provision  of this
Agreement  in  any  other  jurisdiction.

     e.  This  Agreement  and  the  Securities Purchase Agreement constitute the
entire  agreement  among  the  parties hereto with respect to the subject matter
hereof  and  thereof.  There  are  no  restrictions,  promises,  warranties  or
undertakings, other than those set forth or referred to herein and therein. This
Agreement  and  the Securities Purchase Agreement supersede all prior agreements
and  understandings  among the parties hereto with respect to the subject matter
hereof  and  thereof.

     f.  Subject to the requirements of Section 9, this Agreement shall inure to
the  benefit  and of and be binding upon the permitted successors and assigns of
each  of  the  parties  hereto.

     g. The headings in this Agreement are for convenience of reference only and
shall  not  limit  or  otherwise  affect  the  meaning  hereof.

     h.  This  Agreement  may be executed in two or more identical counterparts,
each  of which shall be deemed an original but all of which shall constitute one
and  the  same  agreement.  This  Agreement,  once  executed  by a party, may be
delivered  to the other party hereto by facsimile transmission of a copy of this
Agreement  bearing  the  signature  of  the  party so delivering this Agreement.

     i.     Each  party shall do and perform, or cause to be done and performed,
     all such  further acts and things,  and shall  execute and deliver all such
     other  agreements,  certificates,  instruments and documents,  as the other
     party  may  reasonably  request  in  order  to  carry  out the  intent  and
     accomplish  the  purposes of this  Agreement  and the  consummation  of the
     transactions contemplated hereby.

                   [REMAINDER OF PAGE INTENTIONALL LEFT BLANK]


                                      129
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement  to  be  duly  executed  as  of  day  and  year  first  above written.

COMPANY:                                  BUYERS:
--------                                  -------

PHOTOLOFT.COM

By:                                       By:

Name:  Jack  Marshall                     Name:                          Its:
President                                 Its:


                                      130
<PAGE>
<TABLE>
<CAPTION>
                               SCHEDULE OF BUYERS

Buyer's Name               Address/Facsimile Number
                                   of Buyer
-------------------------  ------------------------
<S>                        <C>
Dr. Michael Kesselbrenner  10 Devonshire Road
                           Livingston, NJ 07039
-------------------------  ------------------------
John Bolliger              1775 North Elk Road,
                           Pocatello ID
-------------------------  ------------------------
Rance Merkel               497 Claude Simmons Road,
                           Johnson City, TN 37604
-------------------------  ------------------------
Cranshire Capital          666 Dundee Road, Ste
By:  Mitchel Kopin         1901, Northbrook, IL
                           60062
-------------------------  ------------------------
Michael Woelfel            401 10th Street
                           Suite 502
                           Huntington, WV 25701
-------------------------  ------------------------
Illinois Holding Co.       1610 5th Avenue
By: Daniel Churchill       Moline, IL 51265
FEIN #36-3046673
-------------------------  ------------------------
Peter Che Nan Chen         34C College Road South
                           Sydney, 2066 Australia
-------------------------  ------------------------
Sui Wa Chau                7D Fly Dragon Terr 26-32
                           Tinhau Temple Road,
                           Hong Kong  China
-------------------------  ------------------------
Wei  Z. Yen                52 Ware Road
                           Upper Saddle River, NJ
                           07458
-------------------------  ------------------------
Shanji  Xiong              829 Kristi Ln
                           Los Almos, NM 87544
-------------------------  ------------------------
Jeremy Dallow              39 Knutsen Drive
                           West Orange, NJ 07052
-------------------------  ------------------------
Steven Angel               340 East 34th Street
                           Apt.# 17H
                           New York, NY 10016
-------------------------  ------------------------
Cheryl Angel               32 Rainbow Ridge Drive
                           Livingston, NJ  07039
-------------------------  ------------------------
Allen B. Cohen             41 Christy Drive
                           Warren, NJ  07059
-------------------------  ------------------------
David Z. Lu                2321 Bobbyber Drive
                           Vienna, VA 22102
-------------------------  ------------------------


                                      131
<PAGE>
Qilu Guan                  104-25 hunan Road
                           Tiedong Dist Anshan,
                           China 114004
-------------------------  ------------------------
Jinsheng Yi                14 Lake Avenue Apt 1E
                           E. Brunswick, NJ 08816
-------------------------  ------------------------
William R. Evans
-------------------------  ------------------------
</TABLE>


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<PAGE>