EXHIBIT 10.99(e)

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACTOF 1933, AS AMENDED (THE "1933
ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) WITHOUT REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT  U.S. RESIDENTS

Dated
for Reference: January 12, 2000

TO:PHOTOCHANNEL NETWORKS INC.Suite 800, 900 West Hastings Street
Vancouver, B.C. V6C 1E5

Purchase of Subordinate Convertible Redeemable Debentures

1.  Subscription

1.1 The
undersigned (the "Lender") hereby irrevocably subscribes for and agrees to purchase from PhotoChannel Networks Inc. (the "Company"), subject to the terms
and conditions set forth herein, that number of subordinate convertible redeemable debentures of the Company (the "Debentures") set out above the Lender's name on the execution page hereof at a price
of $1,000 in principal amount of Debentures. Subject to the terms hereof, this Subscription will be effective upon its acceptance by the Company. The Debentures are being sold by the Company on a
non-brokered basis pursuant to applicable securities exemptions. The Private Placement is not subject to any minimum subscription level, and therefore the proceeds (the "Subscription
Proceeds") received from the Lender for this Subscription will be available to the Company immediately upon the acceptance of this Subscription by the Company.

1.2All currency amounts set out herein refer to Canadian currency unless otherwise indicated.

2.  Description of Debentures

2.1 The
Debentures shall be issued under and governed by the terms and conditions set forth in the certificates (the "Certificates") evidencing the Debentures. The
following description of the Debentures is a summary only and is subject to the detailed provisions of the Certificates evidencing the Debentures.

2.2 The
Debentures shall be secured obligations of the Company ranking subordinate to existing charges registered in favour of Saskatchewan Opportunities Corporation,
Xerox Canada Inc. and 597924 B.C. Ltd.

2.3 The
Lender agrees that it will advance an aggregate of $2,300,000 to the Company against the issue of the Debentures, as follows:



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The
final advance of $1,200,000 will be conditional upon:



which
conditions may be waived by the Lender.

2.4 The
Debentures shall mature and be repayable on April 30, 2000 (the "Maturity Date") unless redeemed or converted prior to such time.

2.5 No
interest will accrue on the outstanding principal amount of the Debentures.

2.6 The
Debentures are convertible at the option of the Lender at any time and from time to time, in principal amounts of $1,000, into common shares of the Company up
until the earlier of the date of repayment of the principal amount of the Debentures outstanding and the date which is ten (10) days after a notice of redemption is delivered by the Company
pursuant to Section 2.7 below at the rate of one share for each $0.50 converted.

2.7 The
Debentures may be redeemed by the Company, in whole or in part, at any time before April 30, 2000 upon ten days written notice to the Debenture holder.
The Company may repay the principal amount being redeemed (the "Redemption Amount") in cash or, at the Company's sole and exclusive discretion, repay such amount by issuing that number of common
shares obtained by dividing the Redemption Amount by $0.50.

2.8 In
this Agreement, the Debentures, Warrants (as hereinafter defined), and common shares issued on conversion, redemption or exercise thereof are collectively
referred to as the "Securities".

2.9 The
Company agrees that it will issue to the Lender at the time the Lender makes the advances set forth in Section 2.3 above, an aggregate of 920,000 common
share purchase warrants (the "Warrants"), each Warrant entitling the Lender to acquire one common share of the Company at the prices set forth below:



The
Warrants will only be issued to the extent that advances are made by the Lender, at the rate of one warrant for each $2.50 advanced.

2.10 The
terms of this Private Placement are also set out on the Term Sheet in Schedule "V" hereto.

2.10 The
Company is not a reporting issuer in any jurisdiction other than British Columbia, Ontario, Quebec, and the United States. Any Debentures that are converted or
redeemed prior to the expiry of applicable hold periods will result in statutory restrictions on the resale of the common shares acquired thereby. Lenders are advised to consult their own legal
advisors in connection with any applicable resale restrictions.

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2.11 The Lender understands that the Securities have not been and will not be registered under the 1933 Act or any state securities laws.

3.  Payment

3.1 The
Subscription Proceeds, for the initial instalment, must accompany this Subscription and shall be paid by certified cheque, bank draft or money order drawn on a
Canadian chartered bank and made payable to "Anfield Sujir Kennedy & Durno in trust", by wire transfer to the trust account of Anfield Sujir Kennedy & Durno, or in such other manner as
the Company may request.

3.2 The
Lender hereby acknowledges and agrees that the Private Placement is not subject to a minimum subscription level and accordingly, the amount representing the
Subscription Proceeds will be immediately made available to the Company against delivery of the Certificate by the Company.

3.3 The
Lender and the Company jointly and severally release, indemnify and save harmless Afield Sujir Kennedy & Durno from all costs, damages, charges, claims,
losses and expenses resulting from Anfield Sujir Kennedy & Durno's compliance in good faith with this Subscription.

4.  Questionnaire and Undertaking and Direction

4.1 The
Lender must complete, sign and return the following documents along with one (1) executed copy of this Subscription to the Company:



4.2 The
Lender shall complete, sign and return to the Company as soon as possible on request by the Company any other documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and applicable law. The Lender acknowledges that the Company
will file, with the ME, the questionnaire and undertakings of those Lenders whose Subscriptions are accepted.

4.3 In
this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Rule 902 of Regulation S under the 1933 Act, which for the
purpose of this Subscription includes any person in the United States.

5.  Closing

5.1 Delivery
and payment for the Debentures will be completed at the offices of Anfield Sujir Kennedy & Durno, Barristers & Solicitors, Suite
1600 - 609 Granville Street, Vancouver, British Columbia, at such time or times and on such date or dates as the Company may determine (each a "Closing Date"). Subject to the
prior receipt of all necessary regulatory approvals, the Company may complete the purchase and sale of any number of Debentures as it may determine, at one or more closings, as subscription proceeds
are received.

6.  Acknowledgments of Lender

6.1 The
Lender acknowledges and agrees that:



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7.  Representations, Warranties and Covenants of the Lender

7.1 The
Lender hereby represents, Warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that;



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8.  Resale Restrictions and Legending of Subject Securities

8.1 The
Lender acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to each Lender
or to any proposed transferee, as well as any restrictions on resale imposed by the ME. The Lender acknowledges that a legend will be placed on any certificates representing the Securities to the
effect that the Securities are subject to a hold period and may not be traded until the expiry of such hold period excepted as permitted by applicable securities law and exchange requirements.

8.2The Company is not a reporting issuer in any jurisdiction other than British Columbia, Ontario, Quebec and the United States of America and
will not become a reporting issuer in any other jurisdiction as a result of this Private Placement. As such, the applicable hold period under the laws of jurisdictions outside of such Reporting
Jurisdictions may never expire. The Lender acknowledges that if no further statutory exemption may be relied upon or if no discretionary order or ruling is obtained, the Securities may be subject to
restrictions on resale, pursuant to the laws of jurisdictions outside of the Reporting Jurisdiction, for an indefinite period of time.

8.3 The
Lender acknowledges that the Securities have not been registered under the 1933 Act or under any state securities laws, and cannot be offered or resold without
registration under the 1933 Act and the securities laws of all applicable states of the United States unless an exemption from registration is available, and the Company has no obligation or present
intention of filing a registration statement under the 1933 Act in respect of the Securities. The Securities may bear a legend denoting the foregoing.

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8.4 The
Lender agrees to file any reports required pursuant to applicable securities legislation upon any resale of the Securities.

9.  Costs

9.1 The
Lender acknowledges and agrees that all costs and expenses incurred by the Lender (including any fees and disbursements of any special counsel retained by the
Lender) relating to the purchase of the Debentures shall be borne by the Lender.

10.  Governing Law

10.1 This
Subscription is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Lender, in his personal or
corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom he is acting, irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.

11.  Survival

11.1 This
Subscription, including, without limitation, the representations, warranties, acknowledgements and covenants contained herein, shall survive and continue in
full force and effect and be binding upon the Lender notwithstanding the completion of the purchase of the Debentures by the Lender pursuant hereto, the completion of the issue of Debentures of the
Company and any subsequent exercise of the Debentures, or the disposition by the Lender of the Securities.

12.  Assignment

12.1 This
Subscription is not transferable or assignable.

13.  Time of the Essence

13.1 Time
is of the essence of this Agreement and will be calculated in accordance with the provisions of theInterpretation
Act(British Columbia).

14.  Amendments

14.1 The
parties may amend this Agreement only in writing.

15.  Execution

15.1 The
Company shall be entitled to rely on delivery by facsimile machine of an executed copy of this Subscription and acceptance by the Company of such facsimile
copy shall be equally effective to create a valid and binding agreement between the Lender and the Company in accordance with the terms hereof.

16.  Severability

16.1 The
invalidity or unenforceability of any particular provision of this Subscription shall not affect or limit the validity or enforceability of the remaining
provisions of this Subscription.

17.  Entire Agreement

17.1 Except
as expressly provided in this Subscription and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription
contains the entire agreement between the parties with respect to the sale of the Debentures and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral
or written, by statute, by common law, by the Company, by the Lender, or by anyone else.

IN WITNESS WHEREOFthe Lender has duly executed this Subscription as of the date first above mentioned.

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Number of Debentures to be purchased at a price of $1,000 each:

Total
Purchase Price:

| |  | CHOICES ENTERTAINMENT CORPORATION(Name of LenderPlease type or print)
| |  | ----------------------------------------------------------------------
| |  | /s/TRACY M. SHIER, PRESIDENT(Signature and, if applicable, Office)    
| |  | 121 VINE STREET, SUITE 1903(Address of Lender)                        
| |  | SEATTLE, WASHINGTON 98121-1456                                        

If
the Lender is signing as agent for a principal and the Lender is not a trust company signing as trustee or as an agent for a fully-managed account, please complete the following:

| |  | (Name of Beneficial PurchaserPlease type or print)  
| |  | -----------------------------------------------------
| |  | (Address of Beneficial Purchaser)                    
| |  | (City, Province, Postal Code of Beneficial Purchaser)

ACCEPTANCE

The above-mentioned Subscription is hereby accepted by PhotoChannel Networks Inc.

DATED
at Vancouver, British Columbia, the  day of  1999.

| |  | PHOTOCHANNEL NETWORKS INC.
| |  | --------------------------
| |  | Per:                      

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Schedule "I" to Private Placement Subscription Agreement

PHOTOCHANNEL
NETWORKS INC.
Suite 800, 900 West Hastings Street
Vancouver, British Columbia
V6C 1E5

Dear
Sirs:

RE: PhotoChannel Networks Inc.  Subordinate Convertible Redeemable Debentures

|1. |  | Delivery- please deliver the Debenture certificate(s) to:                                                          
|-- |  | -------------------------------------------------------------------------------------------------------------------
|   |  | CHOICES ENTERTAINMENT CORPORATION                                                                                  
|   |  | 121 VINE STREET, SUITE 1903, SEATTLE WAHINGTON 98121-1456                                                          
|2. |  | Registration- registration of the single certificate which is to be delivered at closing should be made as follows:
|   |  | SAME AS ABOVE(name)                                                                                                
|   |  | (address)                                                                                                          

DATED:,
1999.

| |  | CHOICES ENTERTAINMENT CORPORATION
| |  | ---------------------------------
| |  | (Name of purchaser)              
| |  | Per:                             
| |  | President(Position)              

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SCHEDULE II

QUESTIONNAIRE TO BE COMPLETED BY A PRIVATE PLACEMENT PURCHASER (THE "PURCHASER") OF LISTED SECURITIES OR SECURITIES CONVERTIBLE INTO LISTED SECURITIES (THE
"SECURITIES")























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Dated
at  this  day of , 2000.

|(Name of PurchaserPrint) |  | CHOICES ENTERTAINMENT CORPORATION
|------------------------- |  | ---------------------------------
|(Authorized Signature)    |  | /s/ Tracy M. Shier               
|(Official CapacityPrint) |  | PRESIDENT                        
|                          |  | Tracy M. Shier                   



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SCHEDULE III    INVESTMENT INTENT AND UNDERTAKING

The
Montreal Exchange
The Stock Exchange Tower
P.O. Box 61, 800 Square Victoria
Montreal, Quebec
H4Z 1A9

Gentlemen:

The
undersigned has agreed to purchase, as principal,  Principal amount Subordinate Convertible Redeemable Debentures
from PhotoChannel
Networks Inc. ("the Company") convertible and redeemable into common shares of the Company at the rate of one common share for each $0.50 principal amount outstanding.

The
undersigned hereby declares that the securities are being purchased by it for investment purposes only and not with a view to resell or distribute them. The undersigned undertakes
not to sell or otherwise dispose or any of the securities of any listed securities derived from the conversion of the securities for a period of six months or such longer period as is prescribed by
applicable securities legislation from the date of the closing of the transaction on the date where notice of the transaction as filed by the issuer is accepted by the Exchange, whichever is later,
without having obtained the prior written consent of the Exchange.

Dated
at  this  day of , 2000.

|Tracy M. Shier
(Name of PurchaserPrint)  |  | 
|----------------------------------------- |  | 
|/s/ Tracy M. Shier
(Authorized Signature) |  | 
|President
(Official CapacityPrint)       |  | 



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SCHEDULE IV

All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Private Placement Subscription Agreement.

The
Lender covenants, represents and Warrants to PhotoChannel Networks Inc. (the "Company") that:



|__ |  | Category 1. |  | An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the
Securities with total assets in excess of US$5,000,000;           
|-- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|__ |  | Category 2. |  | A natural person whose individual net worth, or joint net worth with that person's spouse, at the date hereof exceeds US$1,000,000;                                                                                                                                                        
|__ |  | Category 3. |  | A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same
income level in the current year;
|   |  |             |  |                                                                                                                                                                                                                                                                                            

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|__ |  | Category 4. |  | A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 or a business development company as
defined in Section 2(a)(48) of such act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan with total assets in excess of
$5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 whose investment decisions is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors;
|-- |  | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|__ |  | Category 5. |  | A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|__ |  | Category 6. |  | A director or executive officer of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|__ |  | Category 7. |  | A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|__ |  | Category 8. |  | An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



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|     |  |                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------
|Date |  | /s/TRACY M. SHIER,PresidentDuly authorized signatory for LenderCHOICES ENTERTAINMENT CORPORATION
Print name of Lender

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SCHEDULE V    TERM SHEET

|Issuer/Borrower:   |  | PhotoChannel Networks Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Subscriber/Lender: |  | Choices Entertainment Corporation, and its affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Principal:         |  | $2,300,000.00) which will be advanced by the Lender in the following instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                   |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                   |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                   |  | The final advance of $1,200,000 by April 14, 2000 will be conditional upon:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                   |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                   |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                   |  | which conditions may be waived by the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Interest:          |  | Nil                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Maturity:          |  | Principal will be due and payable on April 30, 2000. PhotoChannel may redeem or convert the principal prior to maturity upon 10 days written notice to the Lender. Upon receipt of notice of redemption by PhotoChannel, the Lender may then
exercise its conversion option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Convertibility:    |  | The principal advanced by the Lender may, at the option of either the Lender PhotoChannel, be converted into Common Shares of PhotoChannel at the price of $0.50 per share. Either party may exercise the conversion option by giving 10 days written
notice of convention to the other. The conversion option, if not exercised, will expire at time of maturity of the debenture. PhotoChannel will have the unrestricted right to raise additional funds by the allotment, reservation and issuance of
additional Common Shares or other securities convertible into Common Shares of PhotoChannel. The Lender's advance of funds shall be cumulative to April 14, 2000 and the Lender's right under the Convertible Subordinated Debenture, the Conversion
Option and the issuance of the Warrants will be coextensive with (and proportionate to) the actual amount of funds advanced to PhotoChannel.
|Warrants:          |  | In consideration of the Lender advancing the loan, PhotoChannel will grant 920,000 transferable share purchase warrants to the Lender in the following instalments and at the following exercise prices (provided the Lender has advanced the applicable
portion of the loan to PhotoChannel):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                   |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                   |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                   |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|             |  | Each share purchase warrant will entitle the holder to purchase one Common Share of PhotoChannel at the applicable exercise price. The share purchase warrants, if not exercised by the holder, will expire at 5:00 p.m. on June 30,
2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Security:    |  | PhotoChannel will issue a Convertible Subordinated Debenture to the Lender to evidence and secure the above loan. The Convertible Subordinated Debenture will grant the Lender a floating charge on the assets of PhotoChannel, subject to existing
charges registered in favour of Saskatchewan Opportunities Corporation, Xerox Canada Inc. and 597924 B.C, Ltd. In the event of default, the Lender may crystallize the Convertible Subordinated Debenture and appoint a Receiver-Manager
over the mortgaged property. PhotoChannel may deal with its property in the ordinary course of business so long as the floating charge has not been crystallized by the Lender. The Lender will execute a subscription agreement and supporting documents
for the issuance of the Convertible Subordinated Debenture and share purchase warrants.
|Regulatory   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Approval:    |  | The issuance of the Convertible Subordinated Debenture, the Conversion Option and the Share Purchase Warrants by PhotoChannel are subject to the consent and requirements of the Montreal Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Other        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Approvals:   |  | The issuance of the Convertible Subordinated Debenture, the Conversion Option and the Share Purchase Warrants by PhotoChannel are subject to the approval of the Board of Directors of PhotoChannel, Saskatchewan
Opportunities Corporation and 597924 B.C. Ltd., if necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Board        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Appointment: |  | Subject to the Lender advancing the entire loan of $2,300,000.00, PhotoChannel will nominate one candidate (to be named by the Lender) for appointment to the Board of Directors of PhotoChannel at the Annual
General Meeting to be held on March 15, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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