EXHIBIT  10.29

                                    [FORM OF]
                               WARRANT  AGREEMENT
                         TO  PURCHASE  COMMON  STOCK  OF
                              PHOTOLOFT.COM,  INC.

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE
AND  ARE  BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THE SECURITIES ARE SUBJECT TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  THE  SECURITIES  ACT  AND  SUCH  LAWS  PURSUANT TO
REGISTRATION  OR  AN  EXEMPTION  THEREFROM.

     This  Warrant  Agreement (the "Agreement") is entered into this ____ day of
March,  2000,  by  and  between  PhotoLoft.com, ("PhotoLoft") and ______________
("Holder").  For good and valuable consideration, the receipt and sufficiency of
which  is  hereby  acknowledged,  the  parties  agree  as  follows:

1.   Issuance  of  Warrants.  PhotoLoft,  subject  to  the  terms and conditions
     ----------------------
hereinafter  set  forth,  hereby  issues  to Holder warrants (the "Warrants") to
purchase  _________________  (_________)  shares  of PhotoLoft common stock (the
"Shares").  The  exercise  price  of the Shares shall be $_______ per share (the
"Exercise  Price")  subject to adjustment in accordance with Paragraph 5 of this
Agreement.

2.   Term.  The  Warrants  may be exercised at any time after the Effective Date
     ----
set  forth  on the signature page hereof and before the expiration of sixty (60)
months  from  the  Effective  Date.

3.   Exercise.
     --------

     (a)     Holder  shall  exercise the Warrants granted hereunder, in whole or
in part, by delivering to PhotoLoft at the office of PhotoLoft, or at such other
address  as  PhotoLoft  may designate by notice in writing to the holder hereof,
the  Notice  of Exercise attached hereto as Exhibit A and incorporated herein by
                                            ---------
reference  and  a certified check or wire transfer in lawful money of the United
States  for  the  Exercise Price for the entire amount of the number of Warrants
being  exercised

     (b)     In  lieu of exercising this Warrant in the manner provided above in
Section  3(a),  the  registered holder may elect to receive shares on a cashless
basis by surrender of this Warrant at the principal office of Photoloft together
with notice of such election in which event Photoloft shall issue to such Holder
a  number  of  shares  of  Shares  computed  using  the  following  formula:


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                    X =    Y (A - B)
                          ----------
                                A

          Where  X = The number of Shares to be issued to the registered holder.

                 Y = The number of Shares purchasable under this Warrant (at the
date  of  such  calculation).

                 A  =  The  average  market value of one Share for the period of
five  (5)  trading  days  immediately  preceding  the  date  of  exercise.

                 B = The Warrant Exercise Price (as adjusted to the date of such
calculation).

     (c)     Upon  delivery  of  all of the items set forth in (a) or (b) above,
Holder  shall  be entitled to receive a certificate or certificates representing
the Shares.  Such Shares shall be validly issued, fully paid and non-assessable.
If  PhotoLoft  shall  fail  for any reason or for no reason to issue to a Holder
within  ten  (10)  business  days  after the time required under this section, a
certificate  for  the  number of Shares to which the Holder is entitled upon the
holders  exercise  of  this Warrant or a new Warrant for the number of Shares to
which  such  Holder  is  entitled,  PhotoLoft  shall,  in  addition to any other
remedies  under  this  Agreement or otherwise available to such Holder including
indemnification pursuant to the Securities Purchase Agreement, pay as additional
damages in cash to such Holder for each day such issuance is not timely effected
after  the  tenth  (10th)  business  day  following the time required under this
section  an  amount  equal  to  0.1%  of the product of (x) the number of Shares
represented by the new Warrant not issued to the Holder on a timely basis and to
which  such  Holder  is  entitled  hereunder  and  (y) the Closing Bid Price (as
defined  in  the  Certificate of Designation) of the Shares on the last possible
date which PhotoLoft could have issued such new Warrant or Shares to such Holder
without  violating  this  section.

     (d)     Warrants  shall  be deemed to have been exercised immediately prior
to the close of business on the day of such delivery, and Holder shall be deemed
the  holder  of  record  of the Shares issuable upon such exercise at such time.

     (e)     Upon  any  partial  exercise  of  the  Warrants,  at the request of
PhotoLoft,  this  Agreement  shall be surrendered and a new Agreement evidencing
the  right  to  purchase  the  number of Shares not purchased upon such exercise
shall  be  issued  to  Holder.

     (f)     No  fractional  Shares  are  to be issued upon the exercise of this
warrant,  but  rather  the number of Shares issued upon exercise of this Warrant
shall  be  rounded  up  or  down  to  the  nearest  whole  number.

4.     Representations  and Warranties of PhotoLoft.  PhotoLoft hereby covenants
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and  agrees  as  follows:


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     (a)  This  Warrant is,  and  any Warrants  issued in substitution for or in
replacement  of  this Warrant will upon issuance be, duly authorized and validly
issued.

          (b)     All  Warrants  which  may  be  issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid  and  nonassessable and free from all taxes, liens and charges with respect
to  the  issue  thereof.

5.     Representations  and  Warranties of Holder.  Holder hereby represents and
       ------------------------------------------
warrants  to  PhotoLoft  as  follows:

     (a)  Sophistication.  Holder  has  (i)  a  preexisting personal or business
relationship  with  PhotoLoft  or  one  or  more  of its officers, directors, or
control persons; or (ii) by reason of Holder's business or financial experience,
or  by  reason  of the business or financial experience or of Holder's financial
advisor  who  is  unaffiliated  with  and  who  is  not compensated, directly or
indirectly,  by PhotoLoft or any affiliate or selling agent of PhotoLoft, Holder
is  capable  of  evaluating  the  risks  and  merits  of  this investment and of
protecting  Holder's  own  interests  in  connection  with  this  investment.

     (b)  Accredited  Investor.  Holder  is  an  "accredited  investor"  as such
term  is  defined  under  Regulation D of the Securities Act of 1933, as amended
(the  "Securities  Act").

     (c)  Investment  Intent.  Holder  is  purchasing  the  Warrants,  and  will
purchase  the  Shares  solely for his or her own account for investment.  Holder
has  no  present intention to resell or distribute the Warrants or the Shares or
any  portion  thereof.  The entire legal and beneficial interest of the Warrants
is  being purchased, and will be held, for Holder's account only, and neither in
whole  or  in  part  for  any  other  person.

     (d)  Information  Concerning  Company.  Holder  is  aware  of  the business
affairs  and  financial  condition  of  PhotoLoft  and  has  acquired sufficient
information  about  PhotoLoft  to make an informed and knowledgeable decision to
purchase  the  Warrants  and  the  Shares.

     (e)  Economic  Risk.  Holder  realizes  that  the  purchase of the Warrants
and  the  Shares  will  be  a  highly speculative investment and involves a high
degree  of  risk.  Holder is able, without impairing its financial condition, to
hold  the  Warrants  and/or  the  Shares for an indefinite period of time and to
suffer  a  complete  loss  of  its  investment.

6.   Anti-dilution  Adjustments.  The  Warrants  granted  hereunder  and  the
     --------------------------
Exercise Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events  as  set  forth  below.

     (a)  Stock  Splits  and  Dividends.  If  outstanding  shares  of  PhotoLoft
Common  Stock  shall be subdivided into a greater number of shares or a dividend
in  Common Stock shall be paid in respect of Common Stock, the Exercise Price in
effect  immediately  prior  to  such  subdivision  or at the record date of such


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dividend  shall  simultaneously  with  the  effectiveness of such subdivision or
immediately  after  the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares,  the  Exercise  Price  in  effect  immediately prior to such combination
shall,  simultaneously  with  the  effectiveness  of  such  combination,  be
proportionately  increased.  When  any  adjustment is required to be made in the
Exercise  Price,  the  number  of  Shares  purchasable  upon the exercise of the
Warrants  shall  be  changed  to the number determined by dividing (i) an amount
equal  to  the  number  of  Shares  issuable  upon  the exercise of the Warrants
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately  prior  to  such  adjustment,  by  (ii) the Exercise Price in effect
immediately  after  such  adjustment.

     (b)  Reclassification,  Etc.  Subject  to  Section 11, in case there occurs
any reclassification or change of the outstanding securities of PhotoLoft or any
reorganization of PhotoLoft (or any other corporation the stock or securities of
which  are  at  the  time  receivable  upon the exercise of the Warrants) or any
similar  corporate  reorganization on or after the date hereof, then and in each
such case Holder, upon the exercise hereof at any time after the consummation of
such  reclassification,  change, or reorganization shall be entitled to receive,
in  lieu  of  the  stock  or  other  securities and property receivable upon the
exercise  hereof  prior  to  such consummation, the stock or other securities or
property  to  which  Holder  would  have been entitled upon such consummation if
Holder  had  exercised  the  Warrants  immediately prior thereto, all subject to
further  adjustment  pursuant  to  the  provisions  of  this  Section.

     (c)  Adjustment  Certificate.  When  any  adjustment is required to be made
in  the  Shares  or the Exercise Price pursuant to this Section, PhotoLoft shall
promptly mail to Holder a certificate setting forth (i) a brief statement of the
facts  requiring  such adjustment, (ii) the Exercise Price after such adjustment
and  (iii)  the  kind  and  amount of stock or other securities or property into
which  the  Warrants  shall  be  exercisable  after  such  adjustment.

7.   Notices.  PhotoLoft  will  give  written  notice  to  the  holder  of  this
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Warrant at least twenty (20) days prior to the date on which any reorganization,
consolidation,  merger,  sale,  dissolution,  liquidation  or  other  similar
transaction  will  take  place.

8.   Lost,  Stolen,  Mutilated or  Destroyed  Warrant.  If this Warrant is lost,
     ------------------------------------------------
stolen,  mutilated  or destroyed, PhotoLoft shall, on receipt of indemnification
undertaking and upon a notarized affidavit stating the cause for a new issuance,
issue  a  new  Warrant  of  like  denomination and tenor as the Warrant so lost,
stolen,  mutilated  or  destroyed.

9.   Reservation  of  Shares.  PhotoLoft  shall  at  all  times  keep reserved a
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sufficient  number  of  authorized  shares  of  Common  Stock to provide for the
exercise  of  the  Warrants  in  full.

10.   Transferability.  The  Warrants  issued  hereunder  and any and all Shares
      ---------------
issued  upon  exercise  of  the  Warrants  shall be transferable on the books of
PhotoLoft  by the holder hereof in person or by duly authorized attorney subject
to  any restrictions imposed by applicable federal or state securities laws.  It
shall be a further condition to any transfer of the Warrants that the transferor


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(if  any  portion of the Warrants are retained) and the transferee shall receive
and  accept new Warrants, of like tenor and date, executed by PhotoLoft, for the
portion  so  transferred  and for any portion retained, and shall surrender this
Agreement  executed.

11.   Mandatory  Conversion.  Upon  any  recapitalization,  reorganization,
      ---------------------
consolidation,  merger,  sale of the Company's assets, sale of substantially all
of the Company's assets or other similar transaction which is effected in such a
way  that  the  holders  of  Shares are entitled to receive stock, securities or
assets,  all  Warrants  than  outstanding  shall automatically be converted into
Common  Stock.

12.   Voting.   Nothing  contained  in  this  Agreement  shall  be  construed as
      ------
conferring  upon  Holder the right to vote or to receive dividends or to consent
or receive notice as a shareholder in respect to any meeting of shareholders for
the  election  of  directors of PhotoLoft or for any other purpose not specified
herein.

13.   Miscellaneous.
      -------------

     (a)   Amendment.  This  Agreement  may  be  amended  by  written  agreement
between  PhotoLoft  and  Holder.

     (b)  Notice.  Any  notice,  demand  or  request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered  personally  or sent by telegram or forty-eight (48) hours after being
deposited  in  the  U.S.  mail,  as  certified  or  registered  mail,  or with a
commercial  courier  service,  with  postage  prepaid,  and  addressed,  if  to
PhotoLoft,  at  its principal place of business, attention the President, and if
to  Holder,  at  Holder's  address  as  shown on the stock records of PhotoLoft.

     (c)  Further  Assurances.  Both  parties  agree  to  execute any additional
documents  and  take  any further actions necessary to carry out the purposes of
this  Agreement.

     (d)  Severability.  If  any  provision  of  this  Agreement  is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions  of  this  Agreement  will  continue  in  full  force  and  effect.

     (e)  Governing  Law.  This  Agreement  will  be interpreted and enforced in
accordance  with  New  York  law.

     (f)  Survival.  The  representations  and  warranties of the parties hereto
set  forth  in  this Agreement shall survive the closing and consummation of the
transactions  contemplated  hereby for a period of three (3) years from the date
hereof.

     (g)  Entire  Agreement;  Successors  and  Assigns.  This  Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between  Holder  and  PhotoLoft  relative  to  the  subject  matter hereof.  Any
previous  agreements  between  the  parties  are  superseded  by this Agreement.


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Subject  to  any  exceptions specifically set forth in this Agreement, the terms
and  conditions  of  this Agreement shall inure to the benefit of and be binding
upon  the respective executors, administrators, heirs, successors and assigns of
the  parties.

     (h)  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     (i)  Headings.  The  headings  of  the  Sections  of this Agreement are for
convenience  and  shall  not  by themselves determine the interpretation of this
Agreement.

     (j)  Attorney Fees.  If  any  action  is  brought  to  interpret or enforce
the  terms  of  this  Agreement,  the  prevailing  party in such action shall be
entitled  to  recover  its  attorneys fees and costs incurred in connection with
such  action.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed  and  delivered  by their duly authorized officers as of  March ___, 2000
(the  "Effective  Date").


PHOTOLOFT:                     PHOTOLOFT.COM


                                            By:_______________________

                                            Its:_______________________


Holder:                                         _______________________


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                                     WARRANT

                               NOTICE  OF  EXERCISE
                               --------------------


To:     PhotoLoft.com,  Inc.

     (1)     _________________  ("Holder")  hereby  elects  to  purchase
______________  shares  of  Common  Stock  of  PhotoLoft.com, Inc. ("PhotoLoft")
pursuant  to  the  terms  of  the  Warrant Agreement dated March ____, 2000, and
executed  by  Holder and PhotoLoft, and tenders herewith payment of the purchase
price  in  full,  together  with  all  applicable  transfer  taxes,  if  any.

     (2)     Please issue a certificate or certificates representing said shares
in  the  name  of  Holder.


HOLDER:                              _______________________________


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