<PAGE>

digital commerce bank
         "yes we can"


March 3, 1999

Softnet Industries Inc.                                   "CONFIDENTIAL"
11062 156th Street                                        VIA FAX 1-204-771-0487
Edmonton, Alberta
Canada T5P 4M8

Attention:  Mr. Larry Hrabi, CEO and Director

Dear Larry,

                              RE: LETTER OF INTENT

This letter shall confirm our mutual understanding and the commitments made
to each other with respect to Softnet Industries Inc ("Softnet") Issuance of
reg. "S" stock to Digital Commerce Inc. ("Digital").

Digital will issue a merchant number to Softnet, enabling them to accept and
process credit card transactions as payment for online services provided by
Softnet to its clients. In consideration of Digital's agreement to provide
the said merchant number to Softnet. Softnet agrees to pay to Digital, a one
time non-refundable fee of one million (1,000,000) reg. "S" stock, in its own
company. The parties agree that the sole consideration for the delivery of
the stocks, is the issuance by Digital of the merchant number to Softnet, and
in no way is the delivery of the stocks contingent upon the delivery or
performance of future services by Digital.

The parties further agree, should Sofnet process credit card transactions,
with the merchant number Digital has supplied to them. Softnet will be
subject to the following fees and terms:

         -        10% discount fee, calculated on the total dollar volume
                  processed and authorized.

         -        2.5% rebate, calculated on the total dollar volume processed
                  and authorized.

         -        5% holdback, calculated on the total dollar volume processed
                  and authorized and held on a five month revolving basis.

         -        Settlement to be made bi-monthly.

Save and except where specifically required by regulatory bodies, Softnet:
and it's principals, directors and officers covenant not disclose to any
party, directly or indirectly, now or in the future, any details of this
agreement, in whole or in part, without the express written consent of
Digital. Any such disclosure shall constitue a material breach by Softnet. In
the event of such breach, Digital, at its sole option, may terminate the
assigned merchant number, the shares delivered to Digital by Softnet will be
forfeited and Digital may pursue any legal remedy available to it to repair
such breach.

                                                                      . . . . /2

Digital Commerce Bank Ltd.                                        Project Office
                                                        404 - 1815 Hornby Street
www.digitalcommercebank.com                              Vancouver, BC  V4Z  2E6
info@digitalcommercebank.com
                                                               T: 1.890.505.5600
                                                               F: 1.604.899.5495

<PAGE>

digital commerce bank
         `yes we can"


Softnet Industries Inc.
Page 2
March 3, 1999


Should the aforementioned terms accurately set out our mutual understandings
and agreements, please so indicate by signed a copy of this letter on the
space provided below and return the original executed copy back to my
attention for our files.

Thank you in advance and we look forward to a long and prosperous
relationship.

Sincerely,
DIGITAL COMMERCEBANK, LTD.


Per:   /S/ Micheal Kang


Michael Kang
Chairman and CEO

cc:               Jack Combs, DCB
                  Rick Grove, DCB
                  Doug Slamko, Softnet

Agreed and accepted the 14, day of APRIL, 1999 on behalf of the Board of
Directors of Softnet Industries Inc.




Per:


/S/ LARRY HRABI
------------------------------------
Larry Hrabi
CEO and Director