EXHIBIT  10.3

                              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  Kay  Wolf  Jones  ("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:

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 (the "Initial Term").

3.   POSITION AND DUTIES.

     a.   POSITION. Employee shall serve as Vice President,  Marketing 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 CEO and/or  Board of  Directors or similar
          governing  body of  Employer  (the  "Board")  or the  duly  authorized
          committee or designee thereof.


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     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.

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 $95,000 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.   EMPLOYMENT  OPTIONS.  Employee  will  earn  up to  150,000  employment
          options,  granted under the PhotoLoft.com  Employee Stock Option Plan.
          The options will be priced at the closing price of the stock March 31,
          2000.

     c.   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.   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.

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  called 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 me 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 mine.

     b.   FORMER EMPLOYER INFORMATION. Employee agrees that she 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.

     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.


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     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 me 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 wit 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 she 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, whither or not patentable or
          registrable  under copyright or similar laws,  which she may solely or
          jointly  conceive or develop or reduce to practice,  during the period
          of time she 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 her (solely or
          jointly with others)  during the term of 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 her obligation to execute or cause to be executed, when it
          is in her 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 behalf  and
          stead of Employee 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 she  believes  meet the
          criteria  in  California  Labor Code  Section  2870 and not  otherwise
          disclosed on Exhibit A.

     i.   RETURNING  COMPANY  DOCUMENTS.  Employee  agrees that,  at the time of
          leaving the employ of the company she will deliver to the company (and
          will not keep in her 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, for a period of one
          (1)  year   immediately   following  the   termination  of  Employee's
          relationship with the company for any reason,  whether with or without
          cause,  either directly or indirectly,  on 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.  I agree  that I shall  not,  for a  period  of one  year
          immediately  following the  termination  of my  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  her duties  hereunder  or refuses to comply with any lawful
          and  reasonable   instructions   given  to  her  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 her obligations hereunder;

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


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          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 her place of work any  prohibited  drug or
               substance,  possession  of  which  would  amount  to  a  criminal
               offense;

          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  or  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) the Base Salary; 2)
          vested Stock Options, 3) Medical,  Dental, Vision, Life and Disability
          Insurance,  5) and any unused  Vacation - for a period of one (1) year
          after the termination date.

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 one (1) year  base  salary,  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  (50%)  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 this 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 her pro-rata Base Salary through the date of such  termination  and
          all stock options that have vested at that time.

     b.   RESIGNATION FOR GOOD CAUSE.  The  termination of her 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 and earned Stock Options.  Medical,  Dental and Vision Insurance
          payments  shall  continue  for six (6) 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


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          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.

          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.


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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.

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


     EMPLOYER                         EMPLOYEE
     Patrick  Dane                    Kay  Wolf  Jones

     BY:


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