EXHIBIT  10.26
                          SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 3, 2000,
by  and  among Photoloft.Com, a Nevada corporation, with headquarters located at
300  Orchard  City Drive, Suite 142, Campbell, California 95008 (the "Company"),
and the investor listed on the Schedule of Buyers attached hereto (individually,
a  "Buyer"  or  collectively  "Buyers").

WHEREAS:

     A. The Company and the Buyer(s) are executing and delivering this Agreement
in  reliance upon the exemption from securities registration pursuant to Section
4(2)  and/or  Regulation  D ("Regulation D") at the sole election of Buyer(s) in
the event that a registration statement filed by the Company pursuant to Section
2(a)  of  the  Registration  Rights  Agreement (described below) is not declared
effective  by  the  Registration Deadline (as defined therein) as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933; as amended (the "1933 Act") by the Registration Deadline (as defined in
the  Registration  Rights  Agreement);

     B.  The  Company  has  authorized the following new series of its Preferred
Stock, $.001 par value per share (the "Preferred Stock"): the Company's Series A
Convertible  Preferred  Stock  (the "Series A Preferred Shares"), which shall be
convertible into shares of the Company's Common Stock, $.001 par value per share
(the "Common Stock") (as converted, the "Conversion Shares"), in accordance with
the terms of the Company Certificate of Designations, Preferences, and Rights of
the  Series  A  Preferred  Shares,  substantially in the form attached hereto as
Exhibit  "A"  (the  "Certificate  of  Designations");

     C.  The  Buyer(s) wish to purchase, upon the terms and conditions stated in
this  Agreement,  an  aggregate amount of up to 125 shares of Series A Preferred
Stock  in  the  respective  amounts set forth opposite each Buyer(s) name on the
Schedule  of  Buyers;

     D. Contemporaneously with the execution and delivery of this Agreement, the
parties  hereto  are  executing  and  delivering a Registration Rights Agreement
substantially  in  the  form  attached  hereto as Exhibit "B" (the "Registration
Rights  Agreement")  pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act and the rules and regulations promulgated
thereunder,  and  applicable  state  securities  laws;  and

NOW  THEREFORE,  the  Company  and  the  Buyer(s)  hereby  agree  as  follows:

1.     PURCHASE  AND  SALE  OF  SERIES  A  PREFERRED  STOCK.
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     a.  Purchase  of  Series  A Preferred Stock.Subject to the satisfaction (or
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waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall
issue  and sell to the Buyer(s) and the Buyer(s) shall purchase from the Company
an aggregate principal amount of  125 shares of Series A Preferred Stock, in the
respective  amounts  set  forth  opposite  each Buyer(s) name on the Schedule of
Buyers  (the  "Closing").

     b. Closing Date.The date and time of the Closing (the "Closing Date") shall
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be 10:00 a.m. Eastern Standard Time, within five (5) business days following the
date  hereof,  subject  to  notification  of  satisfaction  (or  waiver)  of the
conditions  to  the  Closing  set forth in Sections 6 and 7 below (or such later
date  as  is  mutually  agreed  to by the Company and the Buyer(s)). The Closing
shall  occur  on  the  Closing Date at the offices of Butler Gonzalez, LLP, 1000
Stuyvesant  Avenue,  Suite  6,  Union,  New  Jersey  07083.

     c.  Form  of  Payment.On  the  Closing  Date,  (i) each Buyer shall pay the
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Purchase Price to the Company for the Series A Preferred Shares to be issued and
sold  to  the Buyer(s) at the Closing, by wire transfer of immediately available
funds  in  accordance with the Company's written wire instructions, and (ii) the
Company  shall  deliver  to  each Buyer, certificates representing such Series A
Preferred  Stock  which Buyer(s) are then purchasing (as indicated opposite such
Buyer's  name on the Schedule of Buyers), duly executed on behalf of the Company
and  registered  in the name of such Buyer or its designee (the "Certificates").

2.     BUYER(S)  REPRESENTATIONS  AND  WARRANTEES.
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Each  Buyer  represents  and  warrants  with  respect  to  only  itself  that:

     a.  Investment  Purpose.Such  Buyer (i) is acquiring the Series A Preferred
         --------------------
Shares,  (ii) upon conversion of the Series A Preferred Shares, will acquire the
Conversion Shares then issuable, for its own account for investment only and not
with  a  view  towards,  or  for  resale  in connection with, the public sale or
distribution  thereof, except pursuant to sales registered or exempted under the
1933  Act;  provided,  however,  that by making the representations herein, such
Buyer  does  not  agree  to  hold  any  Series A Preferred Shares and Conversion
Shares, for any minimum or other specific term and reserves the right to dispose
of  Series  A  Preferred  Shares,  Conversion Shares at any time, subject to any
underwriter  lock up, in accordance with or pursuant to a registration statement
or  an  exemption  under  the  1933  Act.

     b. Accredited Investor Status.Such Buyer(s) are an "accredited investor" as
        ---------------------------
that  term  is  defined  in  Rule  501(a)(3)  of  Regulation  D.

     c.  Reliance  on  Exemptions.Such  Buyer(s)  understand  that  the Series A
         -------------------------
Preferred  Shares,  the  Conversion  Shares  are being offered and sold to it in
reliance  on  specific  exemptions  from the registration requirements of United
States federal and state securities laws and that the Company is relying in part
upon  the  truth  and  accuracy  of,  and  such  Buyer(s)  compliance  with, the
representations,  warranties,  agreements, acknowledgments and understandings of
such  Buyer(s)  set  forth herein in order to determine the availability of such
exemptions  and  the  eligibility  of  such  Buyer  to  acquire such securities.


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     d.  Information.  Such  Buyer(s)  and  their  advisors,  if  any, have been
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furnished  with  all materials relating to the business, finances and operations
of  the  Company  and  materials  relating to the offer and sale of the Series A
Preferred  Shares  and  the  Conversion Shares which have been requested by such
Buyer(s).  Such  Buyer(s)  and  their  advisors,  if any, have been afforded the
opportunity  to  ask  questions  of  the Company. Neither such inquiries nor any
other  due  diligence investigations conducted by such Buyer(s) or its advisors,
if any, or its representatives shall modify, amend or affect such Buyer(s) right
to  rely  on the Company's representations and warranties contained in Section 3
below.  Such  Buyer(s)  understand that its investment in the Series A Preferred
Shares  and  the Conversion Shares involves a high degree of risk. Such Buyer(s)
have sought such accounting, legal and tax advice as it has considered necessary
to  make  an informed investment decision with respect to its acquisition of the
Series  A  Preferred  Shares  and  the  Conversion  Shares.

     e.  No  Governmental Review. Such Buyer(s) understand that no United States
         ------------------------
federal  or  state  agency  or  any  other government or governmental agency has
passed  on  or  made any recommendation or endorsement of the Series A Preferred
Shares  and  the  Conversion  Shares  or  the  fairness  or  suitability  of the
investment  in  the Series A Preferred Shares and the Conversion Shares nor have
such  authorities  passed  upon  or  endorsed  the merits of the offering of the
Series  A  Preferred  Shares  and  the  Conversion  Shares.

     f.  Transfer  or Resale.Such Buyer(s) understand that except as provided in
         --------------------
the  Registration  Rights  Agreement:  (i) the Series A Preferred Shares and the
Conversion  Shares have not been and are not being registered under the 1933 Act
or any state securities laws, and may not be offered for sale, sold, assigned or
transferred  unless  (a)  subsequently  registered thereunder, (b) such Buyer(s)
shall  have  delivered  to  the  Company  an  opinion of counsel, in a generally
acceptable  form,  to  the  effect  that such securities to be sold, assigned or
transferred  may  be sold, assigned or transferred pursuant to an exemption from
such  registration,  or  (c)  such  Buyer(s) provide the Company with reasonable
assurance  that such securities can be sold, assigned or transferred pursuant to
Rule  144  or promulgated under the 1933 Act (or a successor rule thereto); (ii)
any  sale  of such securities made in reliance on Rule 144 promulgated under the
1933  Act  (or  a  successor  rule  thereto)  .

g.  Legends.Such  Buyer(s) understand that the certificates or other instruments
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representing  the  Series A Preferred Shares, until such time as the sale of the
Conversion Shares have been registered under the 1933 Act as contemplated by the
Registration  Rights  Agreement,  the  stock  certificates  representing  the
Conversion Shares shall bear a restrictive legend in substantially the following
form  (and  a  stop-transfer  order may be placed against transfer of such stock
certificates):

       THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
       REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR
       APPLICABLE STATE SECURITIES LAWS.


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       THE  SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
       OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
       AN EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
       SECURITIES  ACT  OF  1933,  AS  AMENDED,   OR  APPLICABLE   STATE
       SECURITIES  LAWS,  OR  AN  OPINION  OF  COUNSEL,  IN A  GENERALLY
       ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
       OR APPLICABLE  STATE  SECURITIES  LAWS OR UNLESS SOLD PURSUANT TO
       RULE 144 UNDER SAID ACT.

The  legend  set  forth  above  shall  be  removed and the Company shall issue a
certificate  without  such legend to the holder of the Series A Preferred Shares
and  the  Conversion  Shares  upon  which  it  is  stamped, if, unless otherwise
required  by  state  securities  laws, (i) the sale of the Conversion Shares are
registered  under the 1933 Act, (ii) in connection with a sale transaction, such
holder  provides  the  Company  with  an  opinion  of  counsel,  in  a generally
acceptable form, to the effect that a public sale, assignment or transfer of the
Series  A  Preferred  Shares  and  the  Conversion  Shares  may  be made without
registration  under the 1933 Act, or (iii) such holder provides the Company with
reasonable  assurances  that  the  Series  A Preferred Shares and the Conversion
Shares can be sold pursuant to Rule 144 without any restriction as to the number
of  securities  acquired  as  of  a particular date that can then be immediately
sold.

     h.  Authorization,  Enforcement.This  Agreement  has  been duly and validly
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authorized, executed and delivered on behalf of such Buyer(s) and is a valid and
binding  agreement  of  such  Buyer(s) enforceable in accordance with its terms,
subject  as  enforceability  to  general  principles of equity and to applicable
bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation  and  other
similar  laws relating to, or affecting generally, the enforcement of applicable
creditors'  rights  and  remedies.


3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
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The  Company  represents  and  warrants  to  each  of  the  Buyer(s)  that:

     a.  Organization  and  Qualification.  The Company and its subsidiaries are
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corporations duly organized and validly existing in good standing under the laws
of  the  jurisdiction  in  which  they  are incorporated, and have the requisite
corporate  power  to  own their properties and to carry on their business as now
being conducted. Each of the Company and its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in  which  the  nature  of the business conducted by it makes such qualification
necessary,  except  to  the  extent that the failure to be so qualified or be in
good  standing  would  not have a material adverse effect on the Company and its
subsidiaries  taken  as  a  whole.


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     b.  Authorization,  Enforcement,  Compliance with Other Instruments.(i) The
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Company  has  the  requisite  corporate  power  and  authority to enter into and
perform  this  Agreement,  the  Registration  Rights  Agreement  and any related
agreements, and to issue the Series A Preferred Shares and the Conversion Shares
in accordance with the terms hereof and thereof, (ii) the execution and delivery
of  this Agreement, the Registration Rights Agreement and any related agreements
by  the  Company  and  the  consummation  by it of the transactions contemplated
hereby  and  thereby,  including without limitation the issuance of the Series A
Preferred  Shares  and  the  reservation  for  issuance  and the issuance of the
Conversion  Shares  issuable upon conversion or exercise thereof, have been duly
authorized  by  the  Company's  Board  of  Directors  and  no further consent or
authorization  is  required  by  the  Company,  its  Board  of  Directors or its
stockholders, (iii) this Agreement and the Registration Rights Agreement and any
related  agreements  have  been duly executed and delivered by the Company, (iv)
this  Agreement,  the  Registration  Rights Agreement and any related agreements
constitute  the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited  by  general  principles of equity or applicable bankruptcy, insolvency,
reorganization,  moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally, the enforcement of creditors' rights and remedies, and (v)
prior  to  the Closing Date, the Certificate of Designations has been filed with
the  Secretary  of  State  of  the State of Nevada and will be in full force and
effect,  enforceable  against  the  Company  in  accordance  with  its  terms.

     c.  Capitalization.  As of the date hereof, the authorized capital stock of
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the Company  consists  of 50,000,000  shares of Common Stock, of which as of the
date  hereof  12,555,441  shares  were  issued and outstanding, and no series of
preferred  stock or debentures or notes were issued and outstanding. All of such
outstanding  shares  have  been  validly  issued  and  are  fully  paid  and
nonassessable.  Except  as disclosed in Schedule 3(c), no shares of Common Stock
or  preferred stock are subject to preemptive rights or any other similar rights
or  any  liens  or  encumbrances suffered or permitted by the Company. Except as
disclosed  in  Schedule  3(c),  as  of the effective date of this Agreement, (i)
there are no outstanding options, warrants, scrip, fights to subscribe to, calls
or  commitments of any character whatsoever relating to, or securities or rights
convertible  into,  any  shares  of  capital  stock of the Company or any of its
subsidiaries, or contracts, commitments, understandings or arrangements by which
the  Company  or  any  of  its  subsidiaries  is  or  may  become bound to issue
additional  shares of capital stock of the Company or any of its subsidiaries or
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever relating to, or securities or rights convertible into, any
shares  of  capital  stock of the Company or any of its subsidiaries, (ii) there
are  no  outstanding  debt  securities  and  (iii)  there  are  no agreements or
arrangements  under which the Company or any of its subsidiaries is obligated to
register  the  sale  of  any  of their securities under the 1933 Act (except the
Registration  Rights  Agreement).  There  are  no  securities  or  instruments
containing  anti-dilution  or  similar  provisions that will be triggered by the
issuance  of  the  Series  A  Preferred  Shares  and  the  Conversion  Shares as
described  in  this  Agreement.  The Company has furnished to the Buyer true and
correct  copies of the Company's Certificate of Incorporation, as amended and as
in  effect  on  the  date  hereof  (the "Certificate of Incorporation"), and the
Company's By-laws, as in effect on the date hereof (the "Bylaws"), and the terms
of  all  securities  convertible  into  or  exercisable for Common Stock and the
material  rights  of  the  holders  thereof  in  respect  thereto.


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     d. Issuance of Securities.The Series A Preferred Shares are duly authorized
        -----------------------
and,  upon  issuance  in  accordance with the terms hereof, shall be (i) validly
issued, fully paid and nonassessable, are free from all taxes, liens and charges
with respect to the issue thereof and are entitled to the rights and preferences
set  forth  in the Certificate of Designations in the Series A Preferred Shares.
The  Conversion Shares issuable upon conversion of the Series A Preferred Shares
have been duly authorized and reserved for issuance. Upon conversion or exercise
in  accordance  with the Certificate of Designations, the Conversion Shares will
be  validly  issued, fully paid and nonassessable and free from all taxes, liens
and  charges  with respect to the issue thereof, with the holders being entitled
to  all  rights  accorded  to  a  holder  of  Common  Stock.

     e.  No  Conflicts.Except  as  disclosed  in  Schedule  3(e), the execution,
         --------------
delivery  and  performance of this Agreement by the Company and the consummation
by  the Company of the transactions contemplated hereby will not (i) result in a
violation  of the Certificate of Incorporation, any Certificate of Designations,
Preferences,  and  Rights  of  any  outstanding series of preferred stock of the
Company  or  By-laws  or (ii) conflict with or constitute a default (or an event
which  with  notice  or  lapse of time or both would become a default) under, or
give  to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation  of, any agreement, indenture or instrument to which the Company or
any  of  its subsidiaries is a party, or result in a violation of any law, rule,
regulation,  order,  judgment  or decree (including federal and state securities
laws  and  regulations  and the rules and regulations of the principal market or
exchange  on  which  the  Common  Stock  is  traded or listed) applicable to the
Company  or  any  of  its  subsidiaries or by which any property or asset of the
Company  or any of its subsidiaries is bound or affected. Except as disclosed in
Schedule  3(e),  neither the Company nor its subsidiaries is in violation of any
term of or in default under its Certificate of Incorporation or By-laws or their
organizational  charter  or  by-laws,  respectively,  or  any material contract,
agreement,  mortgage,  indebtedness,  indenture, instrument, judgment, decree or
order  or  any  statute,  rule  or  regulation  applicable to the Company or its
subsidiaries.  The  business  of  the  Company and its subsidiaries is not being
conducted,  and  shall  not  be  conducted  in  violation of any law, ordinance,
regulation  of  any  governmental entity. Except as specifically contemplated by
this  Agreement  and  as  required  under  the 1933 Act and any applicable state
securities  laws,  the  Company  is  not  required  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency  in  order for it to execute, deliver or perform any of its
obligations  under  or contemplated by this Agreement or the Registration Rights
Agreement  in accordance with the terms hereof or thereof Except as disclosed in
Schedule  3(e),  all consents, authorizations, orders, filings and registrations
which  the Company is required to obtain pursuant to the preceding sentence have
been  obtained  or  effected on or prior to the date hereof. The Company and its
subsidiaries  are  unaware of any facts or circumstances , which might give rise
to  any  of  the  foregoing.

     f.  SEC  Documents:  Financial  Statements.   The  Company  has  filed  all
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reports,  schedules,  forms, statements and other documents required to be filed
by  it  with  the  SEC  pursuant to the reporting requirements of the Securities


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Exchange  Act  of  1934, as amended (the "1934 ACT") (all of the foregoing filed
prior  to  the  date  hereof  and  all  exhibits  included therein and financial
statements  and  schedules  thereto  and  documents  incorporated  by  reference
therein,  being hereinafter referred to as the "SEC DOCUMENTS"). The Company has
delivered  to the Buyer(s) or its representative true and complete copies of the
SEC  Documents.  As  of  their respective dates, the financial statements of the
Company  included  in  the  SEC  documents  complied  as to form in all material
respects  with  applicable  accounting  requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared  in  accordance  with  generally  accepted  accounting  principles,
consistently  applied,  during  the  periods  involved  (except  (i)  as  may be
otherwise  indicated  in such financial statements or the notes thereto, or (ii)
in  the  case  of  unaudited  interim statements, to the extent they may exclude
footnotes  or  may be condensed or summary statements) and fairly present in all
material  respects the financial position of the Company as of the dates thereof
and  the  results  of  its  operations and cash flows for the periods then ended
(subject,  in  the  case  of  unaudited  statements,  to  normal  year-end audit
adjustments

     G.  Absence of Certain Changes. Except as disclosed in Schedule 3 (g) there
       -----------------------------
has  been  no  material adverse change and no material adverse development since
September 30, 1999 in the business, properties, operations, financial condition,
results  of  operations  or  prospects  of  the Company or its subsidiaries. The
Company  has  not  taken  any  steps,  and does not currently expect to take any
steps, to seek protection pursuant to any bankruptcy law nor does the Company or
its  subsidiaries  have  any  knowledge  or reason to believe that its creditors
intend  to  initiate  involuntary  bankruptcy  proceedings.

     H.  Acknowledgment  Regarding  Buyer(s)  Purchase  of  Series  A  Preferred
         -----------------------------------------------------------------------
Shares.The  Company  acknowledges and agrees that the Buyer(s) are acting solely
in  the capacity of an arm's length purchaser with respect to this Agreement and
the  transactions contemplated hereby. The Company further acknowledges that the
Buyer(s)  are  not acting as a financial advisor or fiduciary of the Company (or
in  any  similar  capacity)  with respect to this Agreement and the transactions
contemplated  hereby  and  any  advice  given  by  the  Buyer(s) or any of their
respective  representatives  or agents in connection with this Agreement and the
transactions  contemplated hereby is merely incidental to such Buyer(s) purchase
of  the Series A Preferred Shares and the Conversion Shares. The Company further
represents  to  the  Buyer(s)  that  the  Company's  decision to enter into this
Agreement has been based solely on the independent evaluation by the Company and
its  representatives.


     I.  No General Solicitation.Neither the Company, nor any of its affiliates,
         ------------------------
nor any person acting on its or their behalf, has engaged in any form of general
solicitation  or  general  advertising (within the meaning of Regulation D under
the  1933  Act)  in  connection with the offer or sale of the Series A Preferred
Shares  and  the  Conversion  Shares.

     J.  No  Integrated Offering.Neither the Company, nor any of its affiliates,
         ------------------------
nor  any  person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security,


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under  circumstances  that  would require registration of the Series A Preferred
Shares  and  the  Conversion Shares under the 1933 Act or cause this offering of
Series  A Preferred Shares and the Conversion Shares to be integrated with prior
offerings  by  the  Company  for  purposes  of  the  1933  Act or any applicable
stockholder  approval  provisions.


4.   COVENANTS.
     ----------

     a.  Best  Efforts.Each  party  shall use its best efforts timely to satisfy
         --------------
each  of the conditions to be satisfied by it as provided in Sections 6 and 7 of
this  Agreement.

     b.  Form D.The Company agrees to file a Form D with respect to the Series A
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Preferred Shares and the Conversion Shares as required under Regulation B and to
provide  a  copy thereof to the Buyer(s) promptly after such filing. The Company
shall,  on  or  before  the  Closing Date, take such action as the Company shall
reasonably  determine  is necessary to qualify the Series A Preferred Shares and
the Conversion Shares for, or obtain exemption for the Series A Preferred Shares
and  the  Conversion Shares for, sale to the Buyer(s) at the Closing pursuant to
this  Agreement  under applicable securities or "Blue Sky" laws of the states of
the United States, and shall provide evidence of any such action so taken to the
Buyer(s)  on  or  prior  to  the  Closing  Date.

     c.  Reporting  Status.Until  the  earlier  of  (i) the date as of which the
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Investors  (as  that  term  is defined in the Registration Rights Agreement) may
sell  all  of  the Conversion Shares 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 Conversion Shares and (B) none of the
Series  A  Preferred  Shares  are  outstanding  (the "Registration Period"), the
Company shall file all reports required to be flied with the SEC pursuant to the
1934  Act,  and the Company shall not terminate its status as an issuer required
to  file  reports  under  the  1934  Act  even  if the 1934 Act or the rules and
regulations  thereunder  would  otherwise  permit  such  termination.

     d.  Use  of Proceeds.The Company will use the proceeds from the sale of the
         -----------------
Series  A  Preferred  Shares  for  substantially  the  same  purposes  and  in
substantially  the  same  amounts  as  indicated  in  Schedule  4(t).

     e.  Financial  Information.The  Company  agrees  to  send  the following to
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Buyer(s)  during  the  Registration  Period:  (i) within five (5) days after the
filing  thereof  with  the  SEC,  a copy of its Annual Reports on Form 10-K, its
Quarterly  Reports  on  Form  10-Q,  any  Current  Reports  on  Form 8-K and any
registration  statements  or  amendments  filed  pursuant  to the 1933 Act; (ii)
within one (1) day after release thereof, copies of all press releases issued by
the  Company  or any of its subsidiaries and (ii) copies of the same notices and
other  information  given  to  the  stockholders  of  the  Company  generally,
contemporaneously  with  the  giving  thereof  to  the  stockholders.


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     f.  Reservation of Shares.The Company shall take all action necessary to at
         ----------------------
all times have authorized, and reserved for the purpose of issuance, such number
of Shares of Common Stock as shall from time to time be sufficient to affect the
conversion  of  all  of  the  Conversion  Shares and the shares representing the
underlying  warrants  (the  "Warrant  Shares")  then  outstanding.

     g. Listings.The Company shall promptly secure the listing of the Conversion
        ---------
Shares  upon each national securities exchange or automated quotation system, if
any,  upon  which  shares  of  Common Stock are then listed (subject to official
notice  of  issuance)  and shall maintain, so long as any other shares of Common
Stock  shall  be  so  listed, such listing of all Conversion Shares from time to
time  issuable  under  the  terms  of this Agreement and the Registration Rights
Agreement.  The  Company  shall  maintain  the  Common Stock's authorization for
quotation  in the over-the counter market. The Company shall promptly provide to
each Buyer copies of any notices it receives regarding the continued eligibility
of  the  Common  Stock  for  trading  in  the  over-the-counter  market.

     h.  Expenses.The  Company shall pay all costs and expenses incurred by such
         ---------
party  in connection with the negotiation, investigation, preparation, execution
and  delivery of this Agreement and the Registration Rights Agreement. The costs
and  expenses  of the May Davis Group, Inc., and its counsel (counsel fees shall
not  exceed  $15,000)  shall be paid for by the Company directly from the Escrow
Funds  at  Closing.

     i.  Authorized  Shares  of  Common Stock, Reservation of Shares.The Company
         ------------------------------------------------------------
shall  at  all  times,  so  long  as  any  of  the Series A Preferred Shares are
outstanding,  reserve  and  keep  available  out  of its authorized and unissued
Common Stock, 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.

     j.  Corporate  Existence.So  long  as  any Series A Preferred Shares remain
         ---------------------
outstanding, the Company shall not directly or indirectly consummate any merger,
reorganization,  restructuring,  consolidation, sale of all or substantially all
of the Company's assets or any similar transaction or related transactions (each
such  transaction,  a  "Sale  of  the  Company").

     k.  Transactions  With  Affiliates.So  long  as  (i) any Series A Preferred
         -------------------------------
Shares  are  outstanding  or (ii) any Buyer owns Conversion Shares with a market
value  equal to or greater than $250,000, the Company shall not, and shall cause
each  of  its  subsidiaries  not to, enter into, amend, modify or supplement, or
permit  any subsidiary to enter into, amend, modify or supplement any agreement,
transaction,  commitment,  or  arrangement  with  any of its or any subsidiary's
officers,  directors,  person  who were officers or directors at any time during
the  previous  two  years,  stockholders  who beneficially own 5% or more of the
Common  Stock,  or affiliates or with any individual related by blood, marriage,
or  adoption  to any such individual or with any entity in which any such entity
or  individual  owns  a 5% or more beneficial interest (each a "Related Party"),


                                       98
<PAGE>
except  for  (a)  customary  employment  arrangements  and  benefit  programs on
reasonable  terms, (b) any agreement, transaction, commitment, or arrangement on
an arms-length basis on terms no less favorable than terms which would have been
obtainable  from  a  person  other  than  such  Related Party, (c) any agreement
transaction,  commitment,  or arrangement which is approved by a majority of the
disinterested  directors  of the Company, for purposes hereof,, any director who
is  also an officer of the Company or any subsidiary of the Company shall not be
disinterested  director  with  respect  to  any  such  agreement,  transaction,
commitment,  or arrangement. "Affiliate" for purposes hereof means, with respect
to  any person or entity, another person or entity that, directly or indirectly,
(i)  has  a  5% or more equity interest in that person or entity, (ii) has 5% or
more  common ownership with that person or entity, (iii) controls that person or
entity,  or  (iv)  share common control with that person or entity. "Control" or
"controls"  for  purposes  hereof  means  that a person or entity has the power,
direct  or  indirect,  to  conduct  or  govern the policies of another person or
entity.

     l.  The  Company  covenants and agrees that in the event that the Company's
agency  relationship with the transfer agent should be terminated for any reason
prior to a date which is two (2) years after the Closing Date, the Company shall
immediately  appoint  a  new  transfer agent and shall require that the transfer
agent execute and agree to be bound by the terms of the Irrevocable Instructions
to  Transfer  Agent.


5.     TRANSFER  AGENT  INSTRUCTIONS.
       ------------------------------

     The  Company  shall issue irrevocable instructions to its transfer agent to
issue  certificates,  registered  in  the name of the Buyer(s) or its respective
nominee(s),  for the Conversion Shares in such amounts as specified from time to
time  by  the  Buyer(s) to the Company upon conversion of the Series A Preferred
Shares  (the  "Irrevocable  Transfer Agent Instructions"), except as provided in
Section  4(1)  herein.  Prior to registration of the Conversion Shares under the
1933  Act,  all such certificates shall bear the restrictive legend specified in
Section  2(g)  of this Agreement. The Company warrants that no instruction other
than  the Irrevocable Transfer Agent Instructions referred to in this Section 5,
and  stop  transfer instructions to give effect to Section 2 hereof (in the case
of  the  Conversion  Shares, prior to registration of such shares under the 1933
Act)  will  be  given by the Company to its transfer agent and that the Series A
Preferred  Shares  and  the  Conversion  Shares  shall  otherwise  be  freely
transferable  on  the  books  and  records  of  the Company as and to the extent
provided  in  this  Agreement  and the Registration Rights Agreement. Nothing in
this  Section 5 shall affect in any way the Buyer's obligations and agreement to
comply with all applicable securities laws upon resale of the Series A Preferred
Shares  and  the  Conversion Shares. If the Buyer(s) provide the Company with an
opinion  of  counsel,  reasonably  satisfactory  in  form,  and substance to the
Company,  that  registration  of a resale by the Buyer(s) of any of the Series A
Preferred  Shares  and the Conversion Shares is not required under the 1933 Act,
the  Company  shall  permit  the  transfer,  and,  in the case of the Conversion
Shares,  promptly  instruct its transfer agent to issue one or more certificates


                                       99
<PAGE>
in such name and in such denominations as specified by the Buyer(s). The Company
acknowledges  that  a  breach  by  it  of  its  obligations hereunder will cause
irreparable  harm  to  the  Buyer(s)  by vitiating the intent and purpose of the
transaction  contemplated hereby. Accordingly, the Company acknowledges that the
remedy  at  law  for  a  breach  of its obligations under this Section 5 will be
inadequate  and  agrees,  in  the  event of a breach or threatened breach by the
Company  of  the  provisions  of  this  Section  5,  that  the Buyer(s) shall be
entitled,  in  addition  to  all  other  available  remedies,  to  an injunction
restraining  any  breach  and requiring immediate issuance and transfer, without
the  necessity  of  showing economic loss and without any bond or other security
being  required.

6.   CONDITIONS  TO  THE  COMPANY'S  OBLIGATION  TO  SELL.
     -----------------------------------------------------

          The obligation of the Company hereunder to issue and sell the Series A
Preferred  Shares to the Buyer(s) at the Closing is subject to the satisfaction,
at  or  before  the  Closing Date, of each of the following conditions, provided
that  these  conditions  are for the Company's sole benefit and may be waived by
the  Company  at  any  time  in  its  sole  discretion:

     a.  The  Buyer(s)  shall  have executed this Agreement and the Registration
Rights  Agreement  and  delivered  the  same  to  the  Company.

     b. The Certificate of Designations shall have been filed with the Secretary
of  State  of  the  State  of  Nevada.

     c.  The Buyer(s) shall have delivered to the Company the Purchase Price for
the  Series A Preferred Shares being purchased by the Buyer(s) at the Closing by
wire  transfer  of immediately available funds pursuant to the wire instructions
provided  by  the  Company.

     d.  The  representations  and  warranties of the Buyer(s) shall be true and
correct  in all material respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak  as  of a specific date), and the Buyer(s) shall have performed, satisfied
and  complied  in  all  material  respects  with  the  covenants, agreements and
conditions  required  by  this  Agreement to be performed, satisfied or complied
with  by  the  Buyer(s)  at  or  prior  to  the  Closing  Date.

7.   CONDITIONS  TO  THE  BUYER'S  OBLIGATION  TO  PURCHASE.
     -------------------------------------------------------

     The obligation of the Buyer(s) hereunder to purchase the Series A Preferred
Shares  at  the Closing is subject to the satisfaction, at or before the Closing
Date,  of  each  of the following conditions, provided that these conditions are
for  the  Buyer(s) sole benefit and may be waived by the Buyer(s) at any time in
its  sole  discretion:

     a.  The  Company  shall  have  executed this Agreement and the Registration
Rights  Agreement,  and  delivered  the  same  to  the  Buyer(s).


                                      100
<PAGE>
     b.  The  representations  and  warranties  of the Company shall be true and
correct  in  all  material  respects  (except  to  the  extent  that any of such
representations and warranties is already qualified as to materiality in Section
3  above,  in  which case, such representations and warranties shall be true and
correct  without  further  qualification) as of the date when made and as of the
Closing  Date  as  though  made  at  that  time  (except for representations and
warranties  that  speak  as  of  a  specific  date)  and  the Company shall have
performed,  satisfied  and complied in ail material respects with the covenants,
agreements  and conditions required by this Agreement to be performed, satisfied
or  complied  with  by the Company at or prior to the Closing Date. The Buyer(s)
shall  have  received  a certificate, executed by the Chief Executive Officer of
the  Company,  dated  as  of the Closing Date, to the foregoing effect and as to
such  other  matters  as  may be reasonably requested by the Buyer(s) including,
without limitation an update as of the Closing Date regarding the representation
contained  in  Section  3(c)  above.

     c.  The  Buyer(s)  shall have received the opinion of the Company's counsel
dated  as  of  the  Closing  Date,  in  form,  scope  and  substance  reasonably
satisfactory  to  the  Buyer(s)  and  in substantially the form attached hereto.

     d.  The  Company  shall  have  executed  and  delivered to the Buyer(s) the
Certificates  (in  such  denominations  as  the  Buyer(s) shall request) for the
Series  A  Preferred  Shares  being  purchased  by  the Buyer(s) at the Closing.

     e. The Board of Directors of the Company shall have adopted the resolutions
in  substantially  the  form  attached  hereto.

     f.  As  of  the Closing Date, the Company shall as of the Closing Date have
reserved out of its authorized and unissued Common Stock, 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 Series A
Preferred  Shares  which could be issued at any time under this Agreement or the
Series  A  Preferred  Shares.

     g.  The  Irrevocable  Transfer  Agent  Instructions,  in form and substance
satisfactory  to  the Buyer(s), shall have been delivered to and acknowledged in
writing  by  the  Company's  transfer  agent.

8.   INDEMNIFICATION.
     ----------------

     a.  In  consideration  of  the  Buyer(s)  execution  and  delivery  of this
Agreement  and acquiring the Series A Preferred Shares and the Conversion Shares
hereunder  and  in addition to all of the Company's other obligations under this
Agreement,  the  Company  shall defend, protect, indemnify and hold harmless the
Buyer(s)  and  each  other  holder  of  the  Series  A  Preferred Shares and the
Conversion  Shares  and  all  of their officers, directors, employees and agents
(including,  without  limitation,  those  retained  in  connection  with  the
transactions  contemplated  by this Agreement) (collectively, the "INDEMNITEES")


                                      101
<PAGE>
from  and  against any and all actions, causes of action, suits, claims, losses,
costs,  penalties,  fees,  liabilities  and  damages, and expenses in connection
therewith  (irrespective of whether any such Indemnitee is a party to the action
for  which  indemnification  hereunder  is  sought),  and  including  reasonable
attorneys'  fees  and disbursements (the "Indemnified Liabilities"), incurred by
the Indemnitees or any of them as a result of, or arising out of, or relating to
(a)  any  misrepresentation  or breach of any representation or warranty made by
the Company in this Agreement, the Series A Preferred Shares or the Registration
Rights  Agreement  or any other certificate, instrument or document contemplated
hereby  or  thereby,  (b) any breach of any covenant, agreement or obligation of
the  Company  contained  in  this  Agreement,  the  Warrants, the Certificate of
Designations,  or  the  Registration  Rights Agreement or any other certificate,
instrument  or  document  contemplated  hereby  or  thereby, or (c) any cause of
action, suit or claim brought or made against such Indemnitee and arising out of
or  resulting  from  the execution, delivery, performance or enforcement of this
Agreement  or  any  other  instrument,  document  or agreement executed pursuant
hereto  by any of the Indemnities, any transaction financed or to be financed in
whole  or  in part, directly or indirectly, with the proceeds of the issuance of
the  Series  A  Preferred  Shares or the status of the Buyer(s) or holder of the
Series  A  Preferred  Shares  and  the  Conversion  Shares as an investor in the
Company.  To  the  extent  that  the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the  payment  and  satisfaction of each of the Indemnified Liabilities, which is
permissible  under  applicable  law.

          b.  In  consideration  of the Company's execution and delivery of this
Agreement  and  issuing  the Series A Preferred Shares and the Conversion Shares
hereunder  and  in  addition to all of the Buyer(s) other obligations under this
Agreement,  the  Buyer(s) shall defend, protect, indemnify and hold harmless the
Company  all  of  their  officers,  directors,  employees and agents (including,
without  limitation,  those  retained  in  connection  with  the  transactions
contemplated  by  this  Agreement)  (collectively,  the  "INDEMNITEES") from and
against  any  and  all  actions, causes of action, suits, claims, losses, costs,
penalties,  fees,  liabilities and damages, and expenses in connection therewith
(irrespective  of whether any such Indemnitee is a party to the action for which
indemnification  hereunder  is sought), and including reasonable attorneys' fees
and  disbursements  (the "INDEMNIFIED LIABILITIES"), incurred by the Indemnitees
or  any  of  them  as  a  result  of,  or arising out of, or relating to (a) any
misrepresentation  or  breach  of  any  representation  or  warranty made by the
Buyer(s)  in  this  Agreement, the Series A Preferred Shares or the Registration
Rights  Agreement  or any other certificate, instrument or document contemplated
hereby  or  thereby,  (b) any breach of any covenant, agreement or obligation of
the  Buyer(s)  contained  in  this  Agreement,  the Warrants, the Certificate of
Designations,  or  the  Registration  Rights Agreement or any other certificate,
instrument  or  document  contemplated  hereby  or  thereby, or (c) any cause of
action, suit or claim brought or made against such Indemnitee and arising out of
or  resulting  from  the execution, delivery, performance or enforcement of this
Agreement  or  any  other  instrument,  document  or agreement executed pursuant
hereto  by any of the Indemnities, any transaction financed or to be financed in
whole  or  in part, directly or indirectly, with the proceeds of the issuance of
the  Series  A Preferred Shares or the status of the Company. To the extent that
the  foregoing  undertaking by the Buyer(s) may be unenforceable for any reason,
the Buyer(s) shall make the maximum contribution to the payment and satisfaction
of  each  of  the Indemnified Liabilities, which is permissible under applicable
law.


                                      102
<PAGE>
9.   GOVERNING  LAW:  MISCELLANEOUS.
     -------------------------------

     a.  Governing  Law.  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.  Accordingly, upon such breach, Buyer(s), at
their  election  and without limitation of its other remedies, shall be entitled
to pursue a claim for specific performance of this Agreement, and Company hereby
waives  the  right  to assert any defense thereto that Purchaser has an adequate
remedy  at  law. Each of the parties consents to the jurisdiction of the federal
courts  whose  districts encompass any part of the City of New York or the state
courts  of the State of New York a sitting in the City of New York in connection
with  any dispute arising under this Agreement and hereby waives, to the maximum
extent  permitted  by law, any objection, including any objection based on forum
non  conveniens,  to  bring  any  of  such  proceeding  in  such  jurisdictions.

     b.  Counterparts.  This  Agreement may be executed in two or more identical
         -------------
counterparts,  all  of  which shall be considered one and the same agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered  to  the  other party. In the event any signature page is delivered by
facsimile  transmission, the party using such means of delivery shall cause four
(4)  additional  original executed signature pages to be physically delivered to
the  other  party  within  five  (5)  days  of the execution and delivery hereof

     c.  Headings.  The  headings  of  this  Agreement  are  for  convenience of
         --------
reference  and  shall  not  form  part of, or affect the interpretation of, this
Agreement.

     d.  Severability.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.  Entire Agreement, Amendments, This Agreement supersedes all other prior
         -----------------------------
oral  or  written agreements between the Buyer(s), the Company, their affiliates
and persons acting on their behalf with respect to the matters discussed herein,
and  this  Agreement  and  the  instruments referenced herein contain the entire
understanding  of  the  parties  with  respect to the matters covered herein and
therein  and,  except  as  specifically set forth herein or therein, neither the
Company  nor  any  Buyer(s)  make  any  representation,  warranty,  covenant  or
undertaking  with respect to such matters. No provision of this Agreement may be
waived  or amended other than by an instrument in writing signed by the party to
be  charged  with  enforcement.

     f. Notices.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


                                      103
<PAGE>
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 (iv) 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:

300  Orchard  City  Drive
Campbell,  California  95008
Attn:  Jack  Marshall,  President

Telephone:     (415)  777-2180
Facsimile:     (415)  777-2055

With  copy  to  Company  Counsel
Cathy  Gawne,  Esq.
Silicone  Valley  Law  Group
152  North  3rd  Street
San  Jose,  California  9122

If  to  the  Transfer  Agent:

Attn:

Telephone:  (     )
Facsimile:    (     )

If  to  the  Buyer(s),  to  its  address and facsimile number on the Schedule of
Buyers,  with  copies  to  the  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.

     g. Successors and Assigns.This Agreement shall be binding upon and inure to
        -----------------------
the  benefit  of  the  parties  and their respective successors and assigns. The
Company  shall  not assign this Agreement or any rights or obligations hereunder
without  the  prior  written consent of the Buyer(s), if there are more than two
(2)  Buyers the Company shall attain the written consent of those buyer(s) which
posses  2/3  of  the  outstanding  shares.  The Buyer(s) may assign their rights
hereunder  without  the consent of the Company, provided, however, that any such
assignment  shall  not  release  the  Buyer(s)  from their obligations hereunder
unless  such  obligations  are  assumed  by  such  assignee  and the Company has
consented  to  such  assignment  and  assumption.


                                      104
<PAGE>
     h.  No Third Party Beneficiaries.This Agreement is intended for the benefit
         -----------------------------
of  the parties hereto and their respective permitted successors and assign, and
is  not  for  the  benefit  of, nor may any provision hereof be enforced by, any
other  person.

     i.  Survival.Unless  this  Agreement  is terminated under Section 9(i), the
         ---------
representations  and  warranties  of  the  Company and the Buyer(s) contained in
Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 9,
the  indemnification provisions set forth in Section 8, shall survive for 1 year
after  the  Closing.  The  Buyer(s)  shall  be  responsible  only  for  its  own
representations,  warranties,  agreements  and  covenants  hereunder.

     j.  Publicity.The  Company and the Buyer(s) shall have the right to approve
         ----------
before  issuance  any press releases or any other public statements with respect
to  the transactions contemplated hereby, however if a disapproval is not issued
within  one  business day it will be assumed that the press release is approved;
provided,  however,  that  the  Company  shall  be  entitled,  without the prior
approval  of  the Buyer(s), to make any press release or other public disclosure
with  respect  to  such  transactions  as  is  required  by  applicable  law and
regulations  (although  the  Buyer(s)  shall  be  consulted  by  the  Company in
connection  with  any such press release or other public disclosure prior to its
release  and  shall  be  provided  with  a  copy  thereof).

     k.  Further Assurances.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.

     1.  Termination.In  the event that the Closing shall not have occurred with
         ------------
respect to the Buyer(s) on or before five (5) business days from the date hereof
due to the Company's or the Buyer(s) failure to satisfy the conditions set forth
in  Sections  6  and  7
above  (and  the  non-breaching  party's  failure  to  waive  such  unsatisfied
condition(s)),  the  non-breaching party shall have the option to terminate this
Agreement  with respect to such breaching party at the close of business on such
date  without liability of any party to any other party- provided, however, that
if this Agreement is terminated pursuant to this Section 9(i), the Company shall
remain obligated to reimburse the Buyer(s) for the expenses described in Section
4(h)  above.

     m. Finder.The Company acknowledges that it has engaged The May Davis Group,
        -------
Inc.  as a placement agent in connection with the sale of the Series A Preferred
Shares.  The Company shall be responsible for the payment of any placement agent
fees  relating  to  or  arising  out  of  the  transactions contemplated hereby.

     n.  No  Strict  Construction.The  language  used  in this Agreement will be
         -------------------------
deemed  to be the language chosen by the parties to express their mutual intent,
and  no  rules  of  strict  construction  will  be  applied  against  any party.


                                      105
<PAGE>
IN  WITNESS  WHEREOF,  the  Buyer  and  the  Company have caused this Securities
Purchase  Agreement  to  be  duly  executed  as of the date first written above.

"COMPANY"
PHOTOLOFT.COM

By:
Name:  Jack  Marshall
Its:  President

"BUYER(S)"

By:
Name:
Title:


By:
Name:
Title:


By:
Name:
Title:


By:
Name:
Title:


                                      106
<PAGE>
<TABLE>
<CAPTION>
                               SCHEDULE OF BUYERS

Buyer's Name               Address/Facsimile Number  Number of Series A
                                   of Buyer           Preferred Shares
-------------------------  ------------------------  ------------------
<S>                        <C>                       <C>
Dr. Michael Kesselbrenner  10 Devonshire Road                   100,000
                           Livingston, NJ 07039
-------------------------  ------------------------  ------------------
John Bolliger              1775 North Elk Road,                  10,000
                           Pocatello ID
-------------------------  ------------------------  ------------------
Rance Merkel               497 Claude Simmons Road,              50,000
                           Johnson City, TN 37604
-------------------------  ------------------------  ------------------
Cranshire Capital          666 Dundee Road, Ste                 200,000
By:  Mitchel Kopin         1901, Northbrook, IL
                           60062
-------------------------  ------------------------  ------------------
Michael Woelfel            401 10th Street                       50,000
                           Suite 502
                           Huntington, WV 25701
-------------------------  ------------------------  ------------------
Illinois Holding Co.       1610 5th Avenue                      100,000
By: Daniel Churchill       Moline, IL 51265
FEIN #36-3046673
-------------------------  ------------------------  ------------------
Peter Che Nan Chen         34C College Road South               200,000
                           Sydney, 2066 Australia
-------------------------  ------------------------  ------------------
Sui Wa Chau                7D Fly Dragon Terr 26-32              30,000
                           Tinhau Temple Road,
                           Hong Kong  China
-------------------------  ------------------------  ------------------
Wei  Z. Yen                52 Ware Road                          30,000
                           Upper Saddle River, NJ
                           07458
-------------------------  ------------------------  ------------------
Shanji  Xiong              829 Kristi Ln                         10,000
                           Los Almos, NM 87544
-------------------------  ------------------------  ------------------
Jeremy Dallow              39 Knutsen Drive                      30,000
                           West Orange, NJ 07052
-------------------------  ------------------------  ------------------
Steven Angel               340 East 34th Street                   5,000
                           Apt.# 17H
                           New York, NY 10016
-------------------------  ------------------------  ------------------
Cheryl Angel               32 Rainbow Ridge Drive                15,000
                           Livingston, NJ  07039
-------------------------  ------------------------  ------------------
Allen B. Cohen             41 Christy Drive                      50,000
                           Warren, NJ  07059
-------------------------  ------------------------  ------------------
David Z. Lu                2321 Bobbyber Drive                   20,000
                           Vienna, VA 22102
-------------------------  ------------------------  ------------------


                                      107
<PAGE>
Qilu Guan                  104-25 hunan Road                     50,000
                           Tiedong Dist Anshan,
                           China 114004
-------------------------  ------------------------  ------------------
Jinsheng Yi                14 Lake Avenue Apt 1E                 20,000
                           E. Brunswick, NJ 08816
-------------------------  ------------------------  ------------------
William R. Evans                                                 30,000
-------------------------  ------------------------  ------------------
</TABLE>


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