EXHIBIT  10.30

                              LETTER OF APPOINTMENT
                              ---------------------

                                                                 August 24, 1999

Jack  Marshall
Lisa  Marshall
Suite  142
300  Orchard  City  Drive
Campbell,  California  95008

Dear  Jack:

     This  Letter  of  Appointment ("Agreement") confirms our conversations with
you.  This  Agreement  appoints Asher Investment Group, Inc.  ("Asher Group") as
financial advisor to provide financial management support to.  Photoloft.com, or
any  affiliated  or  successor  business  entities  ("Photoloft.com"  or  the
"Company").

BACKGROUND

     PhotoLoft.com  is  a  leading  digital  imaging,  sharing  and  e-commerce
community.  The  business  model  was  adopted in June of 1998, and the site was
officially  launched  in  February  of 1999.  At tile same time, the predecessor
company  entered  into  a  reorganization  with  Data  Growth,  Inc.,  which was
subsequently  renamed  PhototoLoft.com.

Today,  PhotoLoft.com  is  building its user base and developing its advertising
and  e-commerce  business  based  on  this  user  base.

SCOPE

     Asher  Group  is  being  engaged  by PhotoLoft.com to provide on a contract
outsource basis part-time financial management support.  This includes assisting
with financial statement preparation, reporting, analysis, strategy preparation,
presentation  and  strengthening  financial  controls.

     The  financial  management  support  to be performed by Asher Group will be
divided  into  the  following  stages:

     Stage  1:     Assessment.  Asher  Group  will  perform  a  review  of
Photoloft.com's  existing financial operations in light of the operational focus
and  long  term  goals  of  the  Company.  This  will include but not limited to
meeting  with  PhotoLoft.com.


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PhotoLoft.com
Jack  Marshall  and  Lisa  Marshall
11/23/99

management and reviewing relevant financial information, documents and materials
relating  to PhotoLoft.com and to the industry of which PhotoLoft.com is a part.

     Stage  II.     Implementing  Financial  Strategy.  Upon  completion  of the
Assessment,  Asher  Group,  working  with  PhotoLoft.com,  will work to strength
financial statement preparation, financial reporting and financial analysis.  It
will  work  with  PhotoLoft.com  to strength financial systems and controls.  In
addition,  Asher  Group  will  work with PhotoLoft.com management on preparing a
more  detailed  financial  strategy.  This will include strengthening the annual
financial budgeting process as well as the longer term financial strategy of the
Company.

     A  precise  timetable for the completion of Stages I and II is difficult to
forecast  because many elements necessary to make such a forecast are not within
the  control  of  Asher Group.  However, Asher Group estimates that Stage I will
take  approximately one to two months to complete, depending on the availability
of  information  and  resolution  of  various  issues.  In addition, Asher Group
estimates  that  Stage  II  should  take  approximately  one  to  two  months to
implement.  Stage II may begin prior to the completion of Stage I.  During Stage
I,  Asher Group shall not be obligated to devote more than 80 hours per month to
its  obligation  under  this  Agreement.  During  the  first month following the
completion of Stage I, Asher Group shall not be obligated to devote more than 60
hours per month to its obligations hereunder.  During the second month after the
completion of Stage I, Asher Group shall not be obligated to devote more than 40
hours per month to its obligations hereunder.  Thereafter, Asher Group shall not
be  obligated  to  devote  more  than  20  hours  per  month  to its obligations
hereunder.

     After  the  initial  six  months,  Asher  Group  will  continue  to provide
part-time  (not more than 20 hours per month) financial management support on an
ongoing  basis  to  support  the  growth  of  PhotoLoft.com  and  continue  the
development  of  a  stronger  and  more  effective  financial  infrastructure at
PhotoLoft.com  during  the  term  of  this  Assignment.

COMPENSATION  FOR  FINANCIAL,  MANAGEMENT  SUPPORT  FOR  PHOTOLOFT.COM

     As compensation for the services of Asher Group, PhotoLoft.com will pay, or
cause  to  be  paid,  the  following  fees  to  Asher  Group:

     1.     RETAINER:  PhotoLoft.com  will  pay Asher Group a retainer of $5,000
            per month.  In addition, the retainer to Asher Group each month will
            include  10,000  unrestricted  shares  of  PhotoLoft.com,  or  the
            equivalent  amount  adjusted for any stock  split, free and clear of
            any  liens or other claims.  The number of shares in any month, will
            further be increased by any amount necessary to adjust the value  of
            the  shares  should  the  average daily closing price per share fall
            below a $2.50 closing price during the preceding month.  The monthly
            Retainer  Fee  will  be  due at the beginning of each month and will
            continue until the completion of this  agreement.  The first payment
            will  be  due upon the signing of this Agreement.  Such Retainer Fee
            shall  be  deemed  earned  when  due.


<PAGE>
PhotoLoft.com
Jack  Marshall  and  Lisa  Marshall
11/23/99

     2.     EXPENSES:     Upon  execution of this Agreement, Asher Group will be
            reimbursed promptly upon submission for all documented out-of-pocket
            expenses  incurred  for  this  engagement.  Individual  expenses  in
            excess  of  $1,000  will  be  reviewed  with  you  in advance.  Fees
            required  by  financial  institutions  and  investors and charges by
            auditors,  legal  counsel or other advisers engaged by PhotoLoft.com
            are  not  included  in  the fees of Asher Group.  PhotoLoft.com will
            send Asher Group an initial deposit of $2,500 against expenses.  Any
            amount not required to meet reimbursement claims will be returned to
            PhotoLoft.com by Asher Group.

     PhotoLoft.com  will  pay 2:0% monthly interest on all monies which have not
     been  paid within 30 days of the date of bills from Asher Group and will be
     responsible  for  any  legal fees incurred by Asher Group in collecting any
     moneys  owed  to  it  under  this  Agreement.

     Asher  Group  will have the right, at its sole discretion, to advertise its
     role  under  this  Agreement.

EXCLUSIVITY  AND  TERMINATION

     Asher  Group  is  appointed  to  provide  financial  management support for
PhotoLoft.com  for  a  period of 6 months commencing from the date hereof.  Upon
completion  of  this  term,  this  Agreement  may  be  terminated  at  any  time
thereafter,  upon  the  expiration of thirty days written notice of termination.
Upon  termination,  Asher  Group  shall  be entitled to receive all compensation
accrued  to  the  date  of  termination.

INSURANCE

     PhotoLoft.com  agrees  to  obtain  and  maintain  during  the  term of this
Agreement  and  for  any period thereafter during which it retains any indemnity
obligation hereunder, insurance of the type and in the amount necessary to cover
any  and  all  indemnity  obligations  of  PhotoLoft.com  to  Asher  Group,  its
directors,  officer,  employees,  agents  and  counsel.

INDEMNITY

     The  attached indemnity is included herein by reference and is specifically
made  part  of  this  Agreement.


<PAGE>
PhotoLoft.com
Jack  Marshall  and  Lisa  Marshall
11/23/99

     To  acknowledge  acceptance  of the terms of this Agreement, please sign it
and return a copy to us.  We look forward to the opportunity of working with you
and  your  colleagues.

     With  best  wishes,  we  remain

                                            Sincerely  yours,

                                            ASHER  INVESTMENT  GROUP,  INC.




                                            Rick  Holman
                                            Principal



AGREED AND ACCEPTED BY PHOTOLOFT.COM:




-----------------------------------------
Name




-----------------------------------------
Date

Enclosure


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PhotoLoft.com
Jack  Marshall  and  Lisa  Marshall
11/23/99

Attachment

                                    INDEMNITY
                                    ---------

PHOTOLOFT.COM  HEREBY  AGREES:

(a)     to indemnify and hold harmless Asher Group and Asher Group shareholders,
        directors, officers, employees, agents and counsel (Asher Group and each
        such  other  person  being  hereinafter  referred  to as an "Indemnified
        Person") from and against  any loss, damage, liability, claim or expense
        (including  attorney's  fees)  suffered  or  incurred  by,  or  asserted
        against, an Indemnified Person (including any amounts paid in settlement
        of  any  action,  suit, proceeding or claim  brought or threatened to be
        brought  under the Federal or state securities laws,  at  common  law or
        otherwise)  which  arises in connection with or is based upon any actual
        or  proposed  step  or  element  of the engagement defined in the letter
        Agreement  to  which  this  is  attached  (the  "Transaction");  and

(b)     to  reimburse each Indemnified Person promptly for- any travel, legal or
        other  out-of-pocket  expenses  reasonably  incurred by such Indemnified
        Person  in  connection with investigating or defending any action, suit,
        proceeding or claim ("Litigation")  for  which indemnification under the
        preceding clause (a) may be sought (including the fees and disbursements
        of  counsel of such Indemnified Person's  choice  retained in connection
        with  investigation  or  defending  against  any  Litigation);

provided  however,  there  shall  be  excluded  from  such  indemnification  and
reimbursement  any  such  loss, damage, liability, claim or expense which arises
primarily  out  of  or  is based primarily upon any action or, failure to act by
Asher Group (other than an action or failure to act undertaken at the request or
with  the consent of the Company) which is held, by a final determination in the
Litigation  giving rise to any such loss, damage, liability or claim suffered or
incurred  by  an  Indemnified  Person, to constitute gross negligence or willful
misconduct  by  Asher  Group.

     The foregoing indemnity and reimbursement agreement shall be in addition to
any  other  rights  which  any  Indemnified  Person  may  have  at common law or
otherwise.

     The  rights  to  indemnification  and  reimbursement  provided  for in this
Section  shall apply whether or not an Indemnified Person is named or threatened
to  be  named  as  a  party  in any action, suit, proceeding or claim brought or
threatened  to  be  brought in respect of which such rights would apply had such
Indemnified  Person  been  so  named and/or shall survive any termination of the
engagement  of  Asher  Group hereunder or the consummation or abandonment of any
effort  associated  with  the  Transaction.

In  addition,  in  any legal action, arbitration, or other proceeding brought to
enforce  or interpret the terms of this Agreement, the prevailing party shall be
entitled  to


<PAGE>
PhotoLoft.com
Jack  Marshall  and  Lisa  Marshall
11/23/99

reasonable  attorney's  fees  and any other costs incurred in that proceeding in
addition  to  any  other  relief  to  which  it  is  entitled.


<PAGE>
PhotoLoft.com
Jack  Marshall  and  Lisa  Marshall
11/23/99

                       AMENDMENT TO LETTER OF APPOINTMENT
                       ----------------------------------

December  1,  1999

Jack  Marshall
PhotoLoft.com
Suite  142
300  Orchard  City  Drive
Campbell,  California  95008

Dear  Jack:

     This Letter ("Amendment") amends the November 29,1999 Letter of Appointment
("Agreement")  between  Asher  Investment  Group,  Inc.  ("Asher  Group")  and
PhotoLoft.com  or  any  affiliated  business  entities  ("PhotoLoft").  Unless
specifically  amended  by  this  Amendment,  the  terms of the November 29, 1999
Agreement  will  remain  unchanged.

The  Section  on  SCOPE  will  be  modified  as  follows:

In  addition  to  assisting  with  financial  statement  preparation, reporting,
analysis,  strategy  preparation,  presentation  and  strengthening  financial
controls,  during  the  period  from November 29, 1999 through December of 1999,
Asher  Group will provide bookkeeping services.  These bookkeeping services will
include  handling  payable processing, payroll processing as well as preparing a
cash  forecast.

The  Section on COMPENSATION FOR FINANCIAL MANAGEMENT SUPPORT FOR PHOTOLOFT.COM,
point  1,  Retainer,  will  be  amended  as  follows:

     1.     RETAINER:  The  following  terms:

            PhotoLoft.com  will  pay Asher Group a retainer of $5,000 per month.
            In  addition,  the  retainer  to Asher Group each month will include
            10,000  unrestricted  shares  of  PhotoLoft.com,  or  the equivalent
            amount  adjusted for any stock split, free and clear of any liens or
            other  claims.  The  number of shares in any month, will further  be
            increased  by any amount necessary to adjust the value of the shares
            should  the average daily closing price per share fall below a $2.50
            closing  price  during  the  preceding  month.

            Are  changed  to:

            PhotoLoft.com  will  pay  Asher  Group a cash retainer of $5,000 per
            month.  For  the first month, the cash retainer will be $15,000.  In
            addition,  Asher  Group is granted options as of November 1, 1999 to
            acquire  500,000


<PAGE>
PhotoLoft.com
Jack  Marshall  and  Lisa  Marshall
11/23/99

            shares  of  PhotoLoft  at  an  exercise  price of 85% of the $1.1875
            PhotoLoft stock price on November 1, 1999 ("Options"). These Options
            will be fully vested as of the date of the grant. These options will
            be  exercisable  for  a period of up to seven years from the date of
            issuance.  They shall be subject to no restrictions on  exercise. If
            during  the  period  of  the  Agreement,  an  investment  is made in
            PhotoLoft which would convert into a lower stock price (adjusted for
            any warrants  issued  to  these  investors  as consideration for the
            investment), PhotoLoft  will cancel and replace these Options with a
            grant of new options at an  exercise price of 85% of the lower stock
            price (reflecting the dilution by the warrants).  These options will
            also be fully vested as of the date of issuance.  These options will
            be  consistent  with  and  take account for any dilution as a result
            of  the  issuance  of the new stock.  If options are issued to other
            parties  at  a  lower exercise price, then PhotoLoft will cancel and
            replace  these Options with new options with the same exercise price
            as the other options issued to the other parties. These options will
            be  fully  vested  on  date  of  issuance.  These  options  will  be
            consistent with and take account for any dilution as a result of the
            issuance of the new options to the other parties.  There shall be no
            other restrictions on these options. These Options shall be provided
            to Asher Group within 15 days of the signing of this Amendment. Such
            Retainer  Fee  shall  be  deemed  earned  upon  the  signing of this
            Amendment.

     To  acknowledge acceptance of the terms of this Amendment to the Agreement,
please  sign  it and return a copy to us.  We look forward to the opportunity of
working  with  you  and your colleagues.  With best wishes, we remain, sincerely
yours,

                                            ASHER  INVESTMENT  GROUP,  INC.




                                            Rick  Holman
                                            Principal


AGREED  AND  ACCEPTED  BY  PHOTOLOFT.COM:




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Name




-----------------------------------------
Date


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