0001127855-06-000319 Sample Contracts

Contract
Consulting Agreement • June 1st, 2006 • SoftNet Technology Corp. • Electronic computers • New York

This CONSULTING AGREEMENT (this "Agreement"), made and entered into on May 17, 2006 by and between SoftNet Technology, Inc, a Delaware Corporation having a principal place of business at 11 Commerce Drive, 2nd Floor, Cranford, NJ 07016 (hereinafter "Client"), and FIVERCO, LLC. (hereinafter "Consultant").

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SECOND Amendment
Second Amendment • June 1st, 2006 • SoftNet Technology Corp. • Electronic computers

This Second Amendment (“Amendment No. 2”) is effective May 27, 2006 and is the second amendment to the MERGERS & ACQUISITION ADVISORY AGREEMENT dated May 27, 2005 which was among and between Stanton, Walker & Company and SoftNet Technology Corp. Modification One It is hereby agreed that paragraph 13.0 shall be amended to: 13.0 Term/Termination. This Agreement is for a term of twenty four (24) months ending May 26, 2007. Further Agreement As consideration for Consultant entering into this Second Amendment to the Agreement, Client agrees to cause sixty thousand dollars worth of its common stock (the “Renewal Fee”), par value $.001 per share, to be issued to Richard P. Stanton and Richard H. Walker, affiliates of Stanton, Walker & Company. The exact number of shares shall be determined by taking the average closing price of Client’s common stock for May 23, 2006, May 24, 2006 and May 25, 2006 and dividing that number into $ 60,000. The shares shall then be divided in two and is

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