<PAGE>
CUSIP No. 71-934 8104 13D/A Page 8 of 20
EXHIBIT 1
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
PHOTOLOFT, INC.
Edward MacBeth and Lisa Marshall certify that:
1. They are the President and Secretary, respectively, of PhotoLoft,
Inc., a corporation organized and existing under the State of Nevada (the
"Company").
2. The instrument being corrected is entitled "Certificate of
Designations, Preferences and Rights of Series B Convertible Preferred Stock of
PhotoLoft.com", and said instrument was filed with the Secretary of State of the
State of Nevada on May 17, 2000.
3. Section 2(d)(i) of said Certificate of Designation, as
corrected, should read as follows:
(i) HOLDER(S) DELIVERY REQUIREMENTS. To convert Series B Preferred
Shares into full shares of Common Stock at any time within thirty (30) days
of the date of issuance of the Series B Preferred Shares (and, in no case
later than said thirtieth (30th) day after the date of issuance) (the
"Conversion Date"), the holder(s) thereof shall (A) deliver or transmit by
facsimile, for receipt on or prior to 11:59 p.m., Eastern Standard Time, on
such date, a copy of a fully executed notice of conversion in the form
attached hereto (the "CONVERSION NOTICE") to the Company or its designated
transfer agent (the "TRANSFER AGENT"), and (B) surrender to a common
carrier for delivery to the Company or the Transfer Agent as soon as
practicable following such date, the original certificates representing the
Series B Preferred Shares being converted (or an indemnification
undertaking with respect to such shares in the case of their loss, theft or
destruction) (the "PREFERRED STOCK CERTIFICATES") and the originally
executed Conversion Notice.
<PAGE>
CUSIP No. 71-934 8104 13D/A Page 9 of 20
4. Section 2(e) of said Certificate of Designation, as corrected,
should read as follows:
(e) MANDATORY CONVERSION. On the first to occur of (i) the thirtieth
(30th) day from the date of issuance of the Series B Preferred Shares or (ii) a
sale of all or substantially all of the Company's assets to another Person (as
defined below) or a merger or similar transaction which is effected in such a
way that the Company is not the surviving entity or shares of Common Stock of
the Company are to be cancelled in exchange for value (referred to herein as in
"ORGANIC CHANGE") (for purposes of this Agreement, "PERSON" shall mean an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization and a government or any
department or agency thereof), then all such Series B Preferred Shares shall
automatically be converted as of such date (all Series B Preferred Shares shall
be converted as of the closing of said Organic Change as if the holder(s) of
such Series B Preferred Shares had given the Conversion Notice on the date of
such closing and the Conversion Date had been fixed as of the date of such
closing) in accordance with this Section 2, and all holders of Series B
Preferred Shares shall within two (2) business days thereafter surrender all
Preferred Stock Certificates, duly endorsed for cancellation, to the Company or
its Transfer Agent. No person shall thereafter have any rights in respect of
Series B Preferred Shares, except the right to receive shares of Common Stock on
conversion thereof as provided in this Section 2.
5. That said Sections, as corrected, conform the wording of the
amended Sections to that adopted by the Board of Directors of the Company.
<PAGE>
CUSIP No. 71-934 8104 13D/A Page 10 of 20
IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to
be signed by Edward MacBeth, its President, and Lisa Marshall, its Secretary, as
of the 28th day of July, 2000.
PHOTOLOFT.COM
By: /s/ Edward MacBeth
-----------------
Name: Edward MacBeth
Title: President
By: /s/ Lisa Marshall
-----------------
Name: Lisa Marshall
Title: Secretary
[Notarization]
