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Softnet Technology S-8, Advisory Agreement

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MERGERS & ACQUISITION ADVISORY AGREEMENT

This Mergers and Acquisition Advisory Agreement (the "Agreement") is entered into this 27th day of May, 2005 by and between Stanton, Walker & Company, a New Jersey corporation (hereinafter referred to as, "Consultant ?), and SoftNet Technology Corp. (OTCBB:STTC) (hereinafter referred to as, "Client" ), a Nevada corporation, (collectively referred to as the "Parties") with reference to the following:

Preliminary Statement

The Client desires to be assured of the association and services of the Consultant in order to avail itself of the Consultant's experience, skills, abilities, knowledge, and background to facilitate possible business combinations, and to advise the Client in merger and acquisition matters and is therefore willing to engage Consultant upon the terms and conditions set forth herein. Consultant desires to be assured, and Client desires to assure Consultant, that, if Consultant associates with Client and allocates its resources necessary to provide Client with its advisory services, Consultant will be paid the consideration described herein and said consideration will be nonrefundable, regardless of the circumstances.

Consultant agrees to be engaged and retained by Client and upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Engagement . Client hereby engages Consultant on a non-exclusive basis, and Consultant hereby accepts the engagement to a mergers and acquisition Consultant to Client and to render such advice, consultation, information, and services to the Directors and/or Officers of Client regarding general business combination and mergers and acquisition matters including, but not limited to the following

1. Mergers and Acquisitions . Consultant will provide assistance to Client, as mutually agreed, in identifying merger and/or acquisition candidates, assisting in any due diligence process, recommending transaction terms and providing advice and assistance during negotiations, as needed. It is expressly understood that Consultant shall have no power to bind Client to any contract or transaction obligation. Additional compensation to Consultant for the successful mutual execution of a Letter of Intent and Closing of any such merger or acquisition shall be made pursuant to Section 1.a.ii. below:



a. Mergers and Acquisitions . Consultant agrees to introduce and/or assist Client in acquiring, merging, and/or divesting on a non-exclusive basis, from time to time, as Consultant deems appropriate in its sole discretion. Consultant will introduce and/or assist the Client with one or more parties who might be interested in (whether by way of merger, consolidation, asset purchase,




M & A Advisory Agreement, continued page 2 of 9



technology license, or substantially similar transaction) either, (a) acquiring some or all of Client's assets or, (b) selling some or all of their own assets to Client and/or, (c) entering into some form of strategic alliance with Client. In consideration of Consultant's services, Client agrees to pay Consultant the fee set forth in paragraph 1.a.ii.



i. Performance by Consultant . Consultant shall be deemed to have earned its entire fee under Section 1.a.ii upon, (i) Consultant ?s introduction of any potential acquirer or seller of assets or merger candidate or, (ii) upon materially assisting Client with merger, acquisition and/or divestiture efforts for an introduced or non-introduced merger, acquisition and/or divestiture candidate and, (iii) the execution by Client of a Letter of Intent and/or Definitive Agreement with respect to a merger, acquisition, and/or divestiture by Client within 12 months from the date of such introduction or effort. Consultant shall be entitled to receive a fee (as described in paragraph 1.a.ii., below) for each merger, acquisition and/or divestiture by the Client. Each such obligation of Client to pay such fee shall be deemed a separate agreement hereunder severable from each of the other obligations to pay fees arising hereunder and each obligation s hall be separately enforceable as if separate written agreements existed for each introduction and/or effort made by Consultant.

ii. Amount and Payment of Consultant ?s Fee For Merger/Acquisition .

For a signed Letter of Intent or similar document that is mutually executed between Client and another organization, Client shall issue to Consultant such number of its common stock to equal two percent (2.0%) of the contemplated total value of the transaction outlined in the executed Letter of Intent. The shares of common stock shall be issued within five (5) business days of the execution of the Letter of Intent in equal quantities to Richard H. Walker and Richard P. Stanton, alter egos of Stanton, Walker & Company. In addition these shares shall be registered with the Securities and Exchange Commission within five (5) days of the issuance of such shares.

For a signed Definitive Agreement or similar document that is mutually executed between Client and another organization, Client shall issue to Consultant cash and/or stock to equal three percent (3.0%) of the contemplated total value of the transaction as outlined in the executed Definitive Agreement. If shares of the Client's common stock are to be issued to Consultant, then such shares shall be issued within five (5) business days of the execution of the Definitive Agreement in equal quantities to Richard H. Walker and Richard P. Stanton, alter egos of Stanton, Walker & Company. In addition these shares shall be registered with the Securities and Exchange Commission within five (5) days of the issuance of such





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shares. If no Letter of Intent was previously executed, then the success fee for the mutual execution of a Definitive Agreement shall be set at five (5.0%) percent.

Note: Such percentage(s) shall be paid to Consultant in the same ratio of cash and / or stock as the transaction. "Total value" shall include, but is not limited to cash, cash equivalents, stock, and the value of any consideration other than cash paid or received by Client. All shares earned under this section that have not been registered with the Securities and Exchange Commission shall be registered by Client within 10 days of the completion of the transaction. All costs in connection with the registration shall be borne by Client.

b. Payment . In addition to the payment of the Engagement Fee, which is due and payable upon the execution of this Agreement pursuant to the terms of Section 3 below, each time a fee is due as specified in any other provision of this Agreement, the fee amount, as specified therein, shall be payable by Client to Consultant upon the closing of the transaction. The fee due Consultant shall be in addition to any fee or funds which may be payable to any other person or entity as a r
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