EXHIBIT  10.2

                              EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT ("Agreement") effective as of the 15th day of  March
2000, between PhotoLoft.com , a Nevada corporation having its principal place of
business  at  300  Orchard  City  Drive,  Suite  142, Campbell, California 98005
("Employer"),  and  Jack  Marshall  ("Employee").

                                   WITNESSETH:

WHEREAS,  Employer  desires to employ Employee upon the terms and subject to the
conditions  hereinafter  set  forth,  and  Employee  desires  to  accept  such
employment:


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NOW,  THEREFORE,  for and in consideration of the premises, the mutual promises,
covenants  and  agreements  contained  herein,  and  for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  agree  as  follows.

     1.   EMPLOYMENT.  Subject to the terms and  conditions  of this  Agreement,
          Employer  shall  employ  Employee  and  Employee  hereby  accepts such
          employment.

     2.   TERM.  The term of this  Agreement  shall be for the period from March
          15, 2000 through March 15, 2001.

     3.   POSITION AND DUTIES.

          a.   POSITION.  Employee  shall serve as CEO,  President and Treasurer
               and  shall   perform  the  duties  and  exercise  the  powers  in
               connection  with such position and which may from time to time be
               reasonably  assigned  to or  vested in him or her by the Board of
               Directors or similar  governing body of Employer (the "Board") or
               the duly authorized committee or designee thereof.

          b.   FULL  TIME   EFFORTS.   Employee   shall  perform  and  discharge
               faithfully, diligently and to the best of his or her ability such
               duties and responsibilities and shall devote his or her full-time
               efforts to the business and affairs of Employer.

          c.   NO  INTERFERENCE  WITH DUTIES.  Employee shall not devote time to
               other  activities  such as would  inhibit or otherwise  interfere
               with the proper performance of his or her duties.

     4.   WORK STANDARD. Employee hereby agrees that he or she will at all times
          comply  with  abide by all  terms  and  conditions  set  forth in this
          Agreement,  and all applicable work policies,  procedures and rules as
          may be issued by Employer.


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     5.   COMPENSATION.

          a.   BASE  SALARY.  Subject to the terms and  conditions  set forth in
               this Agreement,  Employer shall pay Employee,  and Employee shall
               accept,  a salary ("Base  Salary") at the annual rate of $140,000
               for all services rendered during the term of this Agreement. Base
               Salary shall be reviewed no less  frequently  than annually.  The
               Base  Salary  is  not  to be  considered  in  any  way  to  limit
               Employee's  opportunity to receive appropriate  increases in Base
               Salary during the term of this  Agreement.  The Base Salary shall
               be paid in accordance with Employer's normal payroll procedures.

          b.   INCENTIVE BONUS. Subject to the terms and conditions set forth in
               this Agreement,  Employer shall pay Employee,  and Employee shall
               accept,  an annual cash bonus  ("Incentive  Bonus") to be no less
               than fifty (50%) percent of the Annual Salary upon  achieving the
               following   milestones:   a)  an  average  of  one  (1)   million
               impressions to the  PhotoLoft.com web site over a thirty (30) day
               period; b) one (1) million members in  PhotoLoft.com;  c) no less
               than  $500,000  gross  revenue  generated in 2000.  The Incentive
               Bonus  will be no less than one  hundred  (100%)  percent  of the
               Annual  Salary upon  achieving the  following  milestones:  a) an
               average of two (2) million  impressions to the  PhotoLoft.com web
               site over a thirty (30) day period; b) two (2) million members in
               PhotoLoft.com;  c) no less  than one  ($1)  million  dollars  are
               generated in gross revenues in 2000.

          c.   EMPLOYMENT  OPTIONS.  Employee will continue to accrue employment
               options granted under a 1998 Stock Option Agreement,  whereby the
               Employee will vest up to 750,000 options by July 2002.


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          d.   BONUS  OPTIONS.  Employee  will receive  250,000  bonus  options,
               granted under the Employee Stock Option Plan,  upon acceptance by
               the Board of a term  sheet for a sale of the  company  or a major
               financing.  Employee will receive 500,000 bonus options,  granted
               under the Employee  Stock Option Plan, on the Effective Date of a
               sale of the company or major financing.

          e.   WITHHOLDING.  All  compensation  payable to Employee  pursuant to
               this Agreement  shall be subject to, and Employer will deduct and
               withhold,  all applicable  federal,  state and local withholding,
               employment, social security, and other similar taxes.

     6.   FRINGE BENEFITS.  During the term of Employee's  employment under this
          Agreement,  Em0ployee  shall  receive  the fringe  benefits  described
          below:

          a.   MEDICAL, DENTAL, VISION, LIFE AND DISABILITY INSURANCE.  Employer
               shall  provide  Employee  and  eligible  dependents  ("spouse and
               children under 21 years of age") with medical,  dental and vision
               insurance coverage.  Life and disability  insurance coverage will
               be provided by Employer to Employee.

          b.   VACATION. Employee is eligible for four (4) weeks of vacation per
               calendar year.

          c.   CAR  ALLOWANCE.  Employee is eligible for a monthly car allowance
               of $500.

          d.   OUT OF POCKET EXPENSES.  Employer will reimburse Employee for out
               of pocket expenses ("out of pocket  expenses") as incurred by the
               Employee in the normal  course of  business,  including,  but not
               limited to corporate  entertainment,  non-capital  purchases  and
               corporate travel.

     7.   LAWS, REGULATIONS,  AND PUBLIC ORDINANCES.  Employee shall comply with
          all  federal,  state,  and  local  statutes,  regulations  and  public
          ordinances governing the work.


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     8.   CONFIDENTIAL   INFORMATION;    INVENTIONS;   CONFLICTING   EMPLOYMENT;
          RETURNING COMPANY DOCUMENTS; SOLICITATION OF EMPLOYEES; NON-COMPETE.

          a.   COMPANY INFORMATION: Employee agrees at all times during the term
               of employment and  thereafter,  to hold in strictest  confidence,
               and not  use,  except  for the  benefit  of the  Employer,  or to
               disclose  to any  person,  firm or  corporation  without  written
               authorization  of the  board of  Directors  of the  Company,  any
               Confidential  Information  of the Company.  Employee  understands
               that  Confidential  Information  means  any  company  proprietary
               information,   technical   data,   trade   secrets  or  know-how,
               including, but not limited to, research, product plans, products,
               services,  customer  lists  and  customers  (including,  but  not
               limited to,  customers of the company on whom  Employee  calls or
               with  whom  Employee  became   acquainted   during  the  term  of
               employment),   markets,   software,   developments,   inventions,
               processes, formulas, technology,  designs, drawings, engineering,
               hardware configuration information, marketing, finances, or other
               business information  disclosed to Employee by the company either
               directly  or  indirectly  in  writing,  orally or by  drawings or
               inspection of parts or equipment.  Employee  further  understands
               that  Confidential  Information  does  not  include  any  of  the
               foregoing   items  which  has  become  publicly  known  and  made
               generally available through no wrongful act of Employee.

          b.   FORMER  EMPLOYER  INFORMATION.  Employee agrees that he will not,
               during  employment  with the company,  improperly use or disclose
               any  proprietary  information  or trade  secrets of any former or
               concurrent employer or other person or entity with which Employee
               has an  agreement  or duty to  keep  in  confidence,  information
               acquired by Employee in  confidence,  if any,  and that  Employee
               will not bring onto the  premises of the Company any  unpublished
               document  or  proprietary   information  belonging  to  any  such
               employer, person or entity unless consented to in writing by such
               employer, person or entity.


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          c.   THIRD PARTY INFORMATION. Employee recognizes that the company has
               received and in the future will receive from third  parties their
               confidential  or  proprietary  information  subject  to a duty on
               certain  limited  purposes.  Employee  agrees  to hold  all  such
               confidential   or   proprietary   information  in  the  strictest
               confidence  and  not  to  disclose  it to  any  person,  firm  or
               corporation  or to use it except as  necessary in carrying out my
               work for the company consistent with the company's agreement with
               such third party.

          d.   INVENTIONS RETAINED AND LICENSED: Employee has attached hereto as
               Exhibit A, a list  describing all  inventions,  original works of
               authorship,  developments,  improvements  and trade secrets which
               were  made by  Employee  prior to  employment  with  the  company
               (collectively  referred to as Prior inventions),  which belong to
               Employee,  which  relate  to  the  company's  purposed  business,
               products or hereunder; or, if not such list is attached, Employee
               represents  that  there are no such prior  inventions.  If in the
               course of employment with the company, Employee incorporates into
               a company product,  process or machine a prior invention owned by
               Employee or in which  Employee  has an  interest,  the Company is
               hereby  granted  and shall  have a  non-exclusive,  royalty-free,
               irrevocable,  perpetual,  worldwide  license to make,  have made,
               modify,  use  and  sell  such  prior  invention  as part of or in
               connection with such product, process or machine.

          e.   ASSIGNMENT OF INVENTIONS;  Employee  agrees that he will promptly
               make full written  disclosure to the company,  will hold in trust
               for the sole right and benefit of the  company and hereby  assign
               to the company,  or its designee,  all right, title, and interest
               in and to any and all  inventions,  original works of authorship,
               developments, concepts, improvements or trade secrets, whether or
               not  patentable or registrable  under  copyright or similar laws,
               which  Employee  may  solely or  jointly  conceive  or develop or
               reduce  to  practice,  during  the  period  of  time he is in the
               employee   of   the   company   (collectively   referred   to  as
               "Inventions"),  except as provided  in Section i below.  Employee
               further  acknowledges that all original works of authorship which
               are made by Employee  (solely or jointly with others)  within the
               scope of employment  and which are  protectable  by copyright are
               "works  made for  hire," as that term is  defined  in the  United
               States Copyright Act.


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          f.   MAINTENANCE  OF  RECORDS:  Employee  agrees to keep and  maintain
               adequate and current  written  records of all inventions  made by
               him  (solely  or  jointly  with  others)  during  the  term of my
               employment  with the company.  The records will be in the form of
               notes,  sketches,  drawings  and any  other  format  that  may be
               specified  by the  company.  The records will be available to and
               remain the sole property of the company at all times.

          g.   PATENT AND COPYRIGHT REGISTRATION:  Employee agrees to assist the
               company,  or its  designee,  at the company's  expense,  in every
               proper way to secure the company's  rights in the  inventions and
               any copyrights,  patents,  mask work rights or other intellectual
               property  rights  relating  thereto  in any  and  all  countries,
               including  the   disclosure  to  the  company  of  all  pertinent
               information and data with respect  thereto,  the execution of all
               applications,  specifications,  oaths,  assignments and all other
               instruments  which the company  shall deem  necessary in order to
               apply for and  obtain  such  rights  and in order to  assign  and
               convey to the comp0any, its successors,  assigns and nominees the
               sole and  exclusive  rights,  title and  interest  in and to such
               inventions,  and any copyrights,  patents,  mask work rights,  or
               other  intellectual  property rights relating  thereto.  Employee
               further  agrees  that any  obligation  to  execute or cause to be
               executed,  when it is in his power to do so, any such  instrument
               or papers shall continue after the termination of this Agreement.
               If the company is unable because of Employee's mental or physical
               incapacity or for any other reason to secure Employee's signature
               to apply for or to pursue any  application  for any United States
               or  foreign   patents  or   copyrights   registrations   covering
               inventions  or  original  works  of  authorship  assigned  to the
               company as above, then Employee hereby irrevocably designates and
               appoints  company and its duly authorized  officers and agents as
               agent and attorney in fact, to act for and in  Employee's  behalf
               and stead to execute and file any such applications and to do all
               other  lawfully  permitted  acts to further the  prosecution  and
               issuance of letters  patent or  copyright  registrations  thereon
               with the same legal force and effect as if executed by Employee.


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          h.   EXCEPTIONS  TO  ASSIGNMENTS.   Employee   understands   that  the
               provisions of this Agreement  requiring  assignment of inventions
               to company do not apply to any invention  which  qualifies  fully
               under the  provisions  of  California  Labor Code  Section  2870.
               Employee  will  advise  the  company  promptly  in writing of any
               inventions that he believe meet the criteria in California  Labor
               Code Section 2870 and not otherwise disclosed on Exhibit A.


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          i.   RETURNING COMPANY DOCUMENTS. Employee agrees that, at the time of
               leaving the employ of the company he will  deliver to the company
               (and will not keep in his  possession  or deliver to anyone else)
               any and all devices,  records,  data, notes, reports,  proposals,
               lists,  correspondence,   specifications,  drawings,  blueprints,
               sketches, materials, equipment, others documents, or property, or
               reproductions of any  aforementioned  items developed by Employee
               pursuant to employment with the company or otherwise belonging to
               the company, its successors or assigns.

          j.   SOLICITATION OF EMPLOYEES. Employee agrees that he shall not, for
               a period of one (1) year  immediately  following the  termination
               from the company for any reason,  whether with or without  cause,
               either  directly  or  indirectly,  on his  own  behalf  or in the
               service  or on behalf of other,  solicit,  recruit  or attempt to
               persuade any person to terminate  such person's  employment  with
               the company,  whether or not such person is a full-time  employee
               or  whether  or not such  employment  is  pursuant  to a  written
               agreement or is at-will.

          k.   NON-COMPETE.  Employee  agrees that he shall not, for a period of
               one  (1)  year  immediately  following  the  termination  of  his
               relationship  with the company for any  reason,  whether  with or
               without  cause,  either  directly  or  indirectly  engage  in any
               activity that competes with PhotoLoft.com

     9.   TERMINATION FOR CAUSE. This Agreement may be terminated at any time by
          Employer  without  prior  notice  thereof to Employee  and without any
          liability  owning to Employee under this Agreement under the following
          conditions, each of which shall constitute "Cause";


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          a.   FAILURE TO  DISCHARGE  DUTIES.  Employee  willfully  neglects  or
               refuses to  discharge  his duties  hereunder or refuses to comply
               with  any  lawful  and  reasonable  instructions  given to him by
               Employer without reasonable excuse;

          b.   BREACH.  Employee  shall have committed any material  breach,  or
               repeated or continued after written notice of any breach, whether
               material or not, of his obligations hereunder;

          c.   GROSS MISCONDUCT. Employee is guilty of gross misconduct. For the
               purposes of this  Agreement the following  acts shall  constitute
               gross misconduct:

               i)   Any  act   involving   fraud  or  dishonesty  or  breach  of
                    applicable  regulations of competent authorities in relation
                    to trading or dealing with stocks,  securities,  investments
                    and the like;

               ii)  The  carrying  out of any  activity  or  the  making  of any
                    statement  which would  prejudice or impair the good name or
                    standing of Employer or would bring  Employer into contempt,
                    ridicule or would  reasonable  shock or offend any community
                    in which Employer is located;

               iii) Attendance at work in a state of  intoxication  or otherwise
                    being  found  in   possession  at  his  place  of  work  any
                    prohibited  drug or  substance,  possession  of which  would
                    amount to a criminal offense;


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               iv)  Assault or other act of  violence  against  any  employee of
                    Employer  or other  person  during  the course of his or her
                    employment;

               v)   Harassment  of  disparagement  of others based on their age,
                    disability,  color, national origin, race, religion,  sex or
                    veteran status, including acts of sexual harassment or,

               vi)  Conviction  of any  felony or  misdemeanor  involving  moral
                    turpitude.

     10.  TERMINATION BY EMPLOYER FOR REASONS OTHER THAN CAUSE.  Notwithstanding
          anything  herein  to  the  contrary,   and  subject  to  the  survival
          provisions  of Paragraph  13.G hereof,  Employer  may  terminate  this
          Agreement  at any time with thirty (30) days prior  notice  thereof to
          Employee.  In  such  an  event,  Employer  shall  pay to  Employee  in
          accordance with Employer's normal practices; 1) twice the Base Salary;
          2) Incentive Bonus as applicable, 3) vested Stock Options, 4) Medical,
          Dental,  Vision, Life and Disability Insurance,  5) Car Allowance,  6)
          and any  unused  Vacation - for a period of one (1) year from the date
          of termination.

     11.  TERMINATION BASED UPON CHANGE OF CONTROL. In the event Employer enters
          into an agreement with another  person or entity,  the effect of which
          is to change the  control  of the  Employer,  then and in such  event,
          Employee  shall be exclusively  entitled to terminate this  Agreement,
          and in such  event,  Employer  shall  pay to  Employee  the  severance
          payments  in the  amount of two (2) years base  salary,  any bonus and
          benefits payable through the end of the term. Additionally,  upon such
          termination,  the vesting of all options to purchase  Common  Stock of
          the Company held by Employee shall be accelerated so that such options
          are immediately exercisable.  For purposes of this Agreement, the term
          "change of  control":  shall mean:  (i) any change of equity such that
          more than fifty percent (50%) of the issued and outstanding  shares of
          the Company are transferred to a third party;  (ii) or debt ownership,
          including  but not limited to  conversion  rights of debt to equity of
          the Employer such that more than fifty percent (50%) of the issued and
          outstanding  shares are  transferred to a third party; or (iii) a sale
          of  substantially  all of  Employer's  assets.  However,  a change  of
          control shall not include a public  offering of the  securities of the
          Company.


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     12.  TERMINATION BY EMPLOYEE.

          a.   VOLUNTARY  TERMINATION.  Employee may  terminate  his  employment
               under  this  Agreement  at any time with  thirty  (30) days prior
               written  notice  thereof  to  Employer.  Upon  such  termination,
               Employee  shall be  entitled  to his  pro-rata  Base  Salary  and
               Incentive  Bonus  through  the date of such  termination  and all
               stock options that have vested at that time.

          b.   RESIGNATION  FOR GOOD CAUSE.  The  termination  of his employment
               under  this   Agreement  by  Employee   following  a  substantial
               reduction in Employee's  position or duties or material breach of
               this  Agreement  by  Employer  shall be deemed a  termination  by
               employee  for reasons  other than cause as set forth in paragraph
               10 hereof.

          c.   TERMINATION   UPON  DEATH.   This   Agreement   shall   terminate
               immediately  upon Employee's  death.  Employee's  estate shall be
               entitled to Employee's Base Salary up to twelve (12) months after
               the Employee's  death,  Incentive  Bonus if applicable and earned
               Stock  Options.  Medical,  Dental and Vision  Insurance  payments
               shall  continue  for twelve (12)  months from date of  Employee's
               death.

     GENERAL  PROVISIONS.

          a.   AMENDMENT.  This  Agreement  may be amended or modified only by a
               writing signed by both of the parties hereto.

          b.   BINDING  AGREEMENT.  This Agreement shall inure to the benefit of
               and be  binding  upon  Employee,  his or her heirs  and  personal
               representatives, and Employer, its successors and assigns.

          c.   WAIVER.  The waiver by either party of a breach of any  provision
               contained in this Agreement  shall not be construed as or operate
               as a waiver of any subsequent breach.

          d.   NOTICES

               i)   All notices and all other communication  provided for herein
                    shall be in writing and  delivered  personally  to the other
                    designated party, or mailed by certified or registered mail,
                    return  receipt  requested  or  delivered  by  a  recognized
                    national overnight courier service,  or sent by facsimile as
                    follows:

                    If  to  Employer  to:          Mr.  Patrick  Dane
                                                   Director

                    If  to  Employee  to:          Mr.  Jack  Marshall
                                                   CEO,  President,  Treasurer

     If  Employee  has  provided  notice  to  Employer that he is represented by
     counsel,  Employer  shall  copy  Employee's  counsel  at  the address
     specified.  Employee agrees and understands that any legal fees or expenses
     incurred  by  him  in  connection  with  this  Agreement  are  his  sole
     responsibility and Employer shall not  reimburse Employee for any portion
     of  such  fees  or  expenses.

               ii)  All  notices  sent under this  Paragraph  13 shall be deemed
                    given  twenty-four  (24) hours  after sent by  facsimile  or
                    courier and  seventy-two  (72) hours after sent by certified
                    or registered mail.


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               iii) Either  party  hereto may change the address to which notice
                    is to be sent hereunder by written notice to the other party
                    in accordance with the provisions of this Paragraph.

          e.   GOVERNING LAW. This Agreement  shall be governed by and construed
               in accordance  with the laws of the State of California,  without
               regard to principles of conflicts of laws.

          f.   ENTIRE AGREEMENT.  This Agreement  contains the full and complete
               understanding  of the parties  hereto with respect to the subject
               matter  contained  herein  and  this  Agreement   supersedes  and
               replaces  any prior  agreement , either  oral or  written,  which
               Employee may have with  Employer  that  relates  generally to the
               same subject matter.

          g.   SURVIVAL.  Notwithstanding  any expiration or termination of this
               Agreement,  the  provisions of this  agreement  shall survive and
               remain in full  force and  effect,  as shall any other  provision
               hereof that, by its terms or reasonable  interpretation  thereof,
               sets forth obligations that extend beyond the termination of this
               Agreement.

          h.   ASSIGNMENT.  This  Agreement  may  not be  assigned  by  Employee
               without the prior written consent of Employer,  and any attempted
               assignment not in accordance  herewith shall be null and void and
               of no force or effect.  Employer can assign this Agreement to any
               Affiliate with Employee's written consent.  Thereafter,  any such
               Assignee  shall be considered to be the Employer for all purposes
               under  this  Agreement;  provided  however,  that  references  to
               previous  incentive  bonuses shall be deemed to include incentive
               bonuses paid by any assignor.

          i.   SEVERABILITY.  If any  one or  more  of  the  terms,  provisions,
               covenants or  restrictions  of this Agreement shall be determined
               by a court  of  competent  jurisdiction  to be  invalid,  void or
               unenforceable,  then  the  remainder  of the  terms,  provisions,
               covenants and restrictions of this Agreement shall remain in full
               force and effect,  and to that end the provisions hereof shall be
               deemed severable.

          j.   PARAGRAPH HEADING.  The section headings set forth herein are for
               convenience of reference only and shall not affect the meaning or
               interpretation of this Agreement whatsoever.

          k.   VOLUNTARY  AGREEMENT.  Employee and Employer  represent and agree
               that  each  has  reviewed  all  aspects  of this  Agreement,  has
               carefully  read and  fully  understands  all  provisions  of this
               Agreement, and is voluntarily entering into this Agreement.  Each
               party   represents  and  agrees  that  such  party  has  had  the
               opportunity  to review any and all aspects of this Agreement with
               legal,  tax or other  advisers(s)  of such party's  choice before
               executing this Agreement.


13.  REMEDIES.  ARBITRATION OF DISAGREEMENTS.  Any dispute, controversy or claim
     arising out of or relating to the obligations under this Agreement shall be
     settled by final and binding  arbitration  in accordance  with the American
     Arbitration Association Employment Dispute Resolution Rules. The arbitrator
     shall be selected by mutual agreement of the parties,  if possible.  If the
     parties fail to reach agreement upon appointment of an arbitrator within 30
     days  following  receipt by one party of the other party's notice of desire
     to arbitrate,  the  arbitrator  shall be selected from a panel or panels of
     persons submitted by the American Arbitration  Association (the "AAA"). The
     selection  process  shall be that which is set forth in the AAA  Employment
     Dispute  Resolution  Rules,  except that,  if the parties fail to select an
     arbitrator from one or more panels, AAA shall not have the power to make an
     appointment  but  shall  continue  to  submit  additional  panels  until an
     arbitrator has been selected.

     All fees  and  expenses  of the  arbitration,  including  a  transcript  if
     requested,  will be borne by the Employer.  Any action to enforce or vacate
     the arbitrator's award shall be governed by the Federal Arbitration Act, if
     applicable, and otherwise by California state law.


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IN  WTINESS  WHEREOF,  the  parties  hereto  have executed, or caused their duly
authorized  representative to execute, this Agreement as of the date first above
written.


     EMPLOYER                         Jack  Marshall


      BY:
           Patrick  Dane


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