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                                                                Exhibit 10.18


         Financial Advisory Services Agreement With (212) Ventures, Inc.



                        (212) Ventures Engagement Letter
                        --------------------------------

                                                               February 6, 2001

SoftNet Systems, Inc.
650 Townsend St.
Suite 225
San Francisco, CA 94043

Ladies and Gentlemen:

     1.  This letter (the "Agreement") confirms the agreement of SoftNet
         Systems, Inc., and its subsidiaries (the "Company") to engage (212)
         Ventures, Inc. ("(212)") to serve as financial advisor to the Company
         and to render such financial and general business advice as may be
         agreed upon by the Company and (212). The engagement shall be for an
         initial term of approximately one month, commencing January 22, 2001
         and concluding upon the presentation to the Company's Board of
         Directors a summary of its analysis made during such time (the
         "Discovery Phase") during which (212) will work with the Company to
         formulate an initial analysis of the overall business, financial and
         legal status of the Company. Upon completion of the Discovery Phase,
         (212) shall present the Company's Board of Directors a summary of this
         analysis. Upon completion of the Discovery Phase, and unless the
         Agreement is terminated pursuant to paragraph 6 below, the Company
         agrees to extend the engagement on a month-to-month basis from the date
         of the expiration of Discovery Phase (the "Term") during which (212)
         will work with the Company to refine the initial analysis and provide
         ongoing and additional financial and general business advice to the
         Company as may be agreed by (212) and the Company.

     2.  The services covered by this Agreement do not include transactions such
         as business acquisitions or dispositions, financings (debt or equity)
         or other corporate transactions (including restructurings or
         recapitalizations) in which (212) acts as an agent or participates at
         the Company's request and for which it is customary to pay additional
         fees to financial advisors. If such a transaction does arise, the terms
         of any such additional advisory services provided by (212) shall be
         mutually agreed to by (212) and the Company.

     3.  For (212)'s services hereunder, the Company agrees to pay fees to (212)
         in cash as follows:

         (a)  $50,000 upon execution of this Agreement;

         (b)  $50,000 upon completion of the initial Discovery Phase of the
              Agreement and the commencement of the Term; and

         (c)  a one-time upfront fee and a non-cancelable monthly retainer fee,
              payable on the first day of each 30-day period beginning upon
              completion of the Discovery Phase of the Agreement and the
              commencement of the Term in an amount to be agreed upon, unless
              the Agreement is terminated pursuant to paragraph 14, hereof.

         In addition, the Company will reimburse (212), upon its request from
         time to time, for the expenses reasonably incurred by (212) in entering
         into and performing services pursuant to this Agreement (including,
         without limitation, travel, lodging, and business class transportation
         expenses, as well as the fees and disbursements of (212)'s counsel).

     4.  Prior to the end of each of the Discovery Phase and the Term, the
         Company will review with (212) the extent of the services (212) has
         provided under this Agreement. If it appears that the scope of (212)'s
         engagement has required the allocation of more resources than
         originally contemplated by the parties and represented by the fee
         described in this Section 3, the Company agrees to discuss with (212) a
         mutually acceptable adjustment to the fee to reflect such additional
         time. (212) will advise the Company as the engagement progresses if it
         appears that the time expended by (212) under this Agreement will
         exceed the parties' original expectations such that an additional fee
         may be warranted.



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     5.       In the event that (212) becomes involved in any capacity in any
              claim, suit, action, proceeding, investigation or inquiry
              (including, without limitation, any shareholder or derivative
              action or arbitration proceeding) (collectively, a "Proceeding")
              in connection with any advice or action rendered pursuant to this
              Agreement or arising out of the matters contemplated by, referred
              to in or relating to this Agreement, the Company will reimburse
              (212) for its legal and other expenses (including the cost of any
              investigation and preparation) as such expenses are incurred by
              (212) in connection therewith. The Company also agrees to
              indemnify, defend and hold (212) harmless, to the fullest extent
              permitted by law, from and against any losses, claims, damages,
              liabilities and expenses in connection with any matter in any way
              related to or referred to in this Agreement or arising out of the
              matters contemplated by this Agreement, unless it shall be finally
              determined by a court of competent jurisdiction in a judgment that
              has become final in that it is no longer subject to appeal or
              other review, that such losses, claims, damages, liabilities and
              expenses resulted solely out of the gross negligence or willful
              misconduct of (212). The Company shall, if requested by (212),
              assume the defense of any such claim, action, proceeding or
              investigation, including the employment of counsel reasonably
              satisfactory to (212). If such indemnification were for any reason
              not to be available, the Company agrees to contribute to the
              losses, claims, damages, liabilities and expenses involved in the
              proportion appropriate to reflect the relative benefits received
              or sought to be received by the Company and its stockholders and
              affiliates and other constituencies, on the one hand, and (212),
              on the other hand, in the matters contemplated by this Agreement.
              The Company agrees that for the purposes of this paragraph the
              relative benefits received, or sought to be received, by the
              Company and its stockholders and affiliates, on the one hand, and
              the party entitled to contribution, on the other hand, of a
              transaction as contemplated shall be deemed to be in the same
              proportion that the total value received or paid or contemplated
              to be received or paid by the Company or its stockholders or
              affiliates and other constituencies, as the case may be, as a
              result of or in connection with the transaction (whether or not
              consummated) for which (212) has been retained to perform
              financial services bears to the fees paid or to be paid to (212)
              under this Agreement; provided, that in no event shall the Company
              contribute less than the amount necessary to assure that (212) is
              not liable for losses, claims, damages, liabilities and expenses
              in excess of the amount of fees actually received by (212)
              pursuant to this Agreement. For purposes of this paragraph, (212)
              shall include all affiliates, each other person, if any,
              controlling (212) or any of its affiliates, and their respective
              officers, current and former directors, employees and agents, and
              the successors and assigns of all of the foregoing persons. The
              foregoing indemnity and contribution agreement shall be in
              addition to any rights that any indemnified party may have at
              common law or otherwise.

     6.       The Company also agrees that neither (212) nor any of its
              affiliates, directors, agents, employees or controlling persons,
              in their capacity as such, shall have any liability to the Company
              or any person asserting claims on behalf of or in right of the
              Company in connection with or as a result of either (212)'s
              engagement under this Agreement or any matter referred to in this
              Agreement except to the extent that any losses, claims, damages,
              liabilities or expenses incurred by the Company result from the
              gross negligence or willful misconduct of (212) in performing the
              services that are the subject of this Agreement.

     7.       None of (i) the name of (212) or any of its principals or
              affiliates, (ii) any advice rendered orally or in writing by (212)
              to the Company or (iii) any communication from (212) in connection
              with the services performed by (212) pursuant to this Agreement
              will be quoted or referred to orally or in writing by the Company
              or any of its affiliates or any of their agents, without (212)'s
              prior written consent. The Company understands that in rendering
              services hereunder (212) will be relying, without independent
              verification, on the accuracy and completeness of all information
              that is or will be furnished to (212) by or on behalf of the
              Company or any other person that may furnish information to (212),
              and (212) will not in any respect be responsible for the accuracy
              or completeness thereof and has no independent obligation to
              verify any such information.

     8.       (212) understands that the Company has disclosed or may disclose
              information which has commercial and other value in the Company's
              business and is confidential or proprietary in nature (including,
              without limitation, trade secrets, patents, patent applications,
              copyrights, know-how, processes, ideas, inventions (whether
              patentable or not), formulas, computer programs, databases,
              technical drawings, designs, algorithms, technology, circuits,
              layouts, designs, interfaces, materials, schematics, names and
              expertise of employees and consultants, any other technical,
              business, financial, customer and product development plans,
              supplier information, forecasts, strategies and other confidential
              information), which to the extent previously, presently or
              subsequently disclosed to the (212) is hereinafter referred to as
              "Proprietary Information" of the Company. Proprietary Information
              shall only include information that, if provided in a



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              tangible media, is conspicuously marked as proprietary or
              confidential and, in the case of information provided orally,
              shall only apply to such information if it is stated to be
              proprietary or confidential at the time of disclosure and such
              statement and information is summarized in writing within 30 days
              after disclosure.

     9.       (212) agrees (a) to hold the Proprietary Information in confidence
              and to take all precautions to protect such Proprietary
              Information as (212) employs with respect to its most confidential
              materials, but in no case shall (212) employ less than reasonable
              precautions, (b) not to disclose any such Proprietary Information
              or any information derived therefrom to any third person, (c) not
              to make any use whatsoever at any time of such Proprietary
              Information except for the sole limited business purposes of
              evaluating the Proprietary Information internally to perform
              (212)'s work for the Company and (d) not to copy or reverse
              engineer, or attempt to derive the composition or underlying
              information, structure or ideas of any such Proprietary
              Information. Any employee given access to any such Proprietary
              Information must have a legitimate "need to know" and shall be
              similarly bound in writing.

     10.      Without granting any right or license, the previous paragraph
              shall not apply with respect to any information that (212) can
              document (i) is or becomes (through no improper action or inaction
              by (212) or any affiliate, agent, consultant or employee)
              generally available to the public, or (ii) was in its possession
              or known by it prior to receipt from the Company or (iii) was
              rightfully disclosed to it by a third party without restriction.
              (212) may make disclosures required by court order provided (212)
              promptly notifies Company, uses reasonable efforts to limit
              disclosure and to obtain confidential treatment or a protective
              order and has allowed the Company to participate in the
              proceeding.

     11.      Immediately upon (a) the termination of (212)'s services as
              provided in paragraph 14 or (b) a request by the Company at any
              time (which will be effective when actually received or three days
              after mailed first class postage prepaid to (212)'s address
              herein), (212) will turn over to the Company all Proprietary
              Information of the Company and all documents or media containing
              any such Proprietary Information and any and all copies or
              extracts thereof. (212) understands that nothing herein (i)
              requires the disclosure of any Proprietary Information of the
              Company which shall be disclosed, if at all, solely at the option
              of the Company or (ii) requires the Company to proceed with any
              proposed transaction or business relationship in connection with
              which Proprietary Information may be disclosed.

     12.      Except to the extent required by law, neither party shall disclose
              the existence or subject matter of the negotiations or business
              relationship contemplated by this statement.

     13.      (212) acknowledges and agrees that due to the unique nature of the
              Company's Proprietary Information, there can be no adequate remedy
              at law for any breach of its obligations hereunder, that any such
              breach or any unauthorized use or release of any Proprietary
              Information will allow (212) or third parties to unfairly compete
              with the Company resulting in irreparable harm to the Company and
              therefore, that upon any such breach or any threat thereof, the
              Company shall be entitled to appropriate equitable relief in
              addition to whatever remedies it might have at law and to be
              indemnified by (212) from any loss or harm, including, without
              limitation, attorney's fees, in connection with any breach or
              enforcement of (212)'s obligations hereunder or the unauthorized
              use or release of any such Proprietary Information. (212) will
              notify the Company in writing immediately of any such unauthorized
              release or other breach of which it is aware.

     14.      (212)'s services hereunder may be terminated by the Company or
              (212) at any time during the Term upon 30 days prior written
              notice without additional liability or continuing obligation of
              the Company except that fees earned and expenses incurred by (212)
              as a result of services rendered prior to the date of termination
              shall become immediately payable in full. In addition, at the
              expiration of the Discovery Phase, the Company shall have the
              right to terminate by delivery of written notice the ongoing
              engagement of (212) prior to the commencement of the Term. Unless
              such written termination notice is received by (212) within 15
              days of the expiration of the Discovery Phase, the Company will be
              deemed to have extended the engagement of (212) for the duration
              of the Term, and the additional fees pursuant to paragraph 3 will
              become due and payable (subject to the first sentence of this
              paragraph 14). For the purpose of clarity, the provisions of
              paragraphs 5 and 6 hereof shall remain in full force and effect
              regardless of any termination pursuant to this paragraph.

     15.      The Company acknowledges and agrees that (212) has been retained
              to act solely as agent to the Company, and not as an agent of any
              other person, and the Company's engagement of (212) is not
              intended to confer



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              rights upon any person not a party hereto (including shareholders,
              employees or creditors of the Company) as against (212) or its
              affiliates, or their respective directors, officers, employees or
              agents, successors or assigns. (212) shall act as an independent
              contractor under this Agreement, and any duties arising out of its
              engagement shall be owed solely to the Company.

     16.      This Agreement and any claim, counterclaim or dispute of any kind
              or nature whatsoever arising out of or in any way relating to this
              Agreement ("Claim"), shall be governed by and construed in
              accordance with the laws of the State of New York. Except as set
              forth below, no Claim may be commenced, prosecuted or continued in
              any court other than (a) where (212) is the claimant, the courts
              of the State of New York located in the City and County of New
              York or in the United States District Court for the Southern
              District of New York, or (b) where the Company is the claimant,
              the courts of the State of California located in the City and
              County of San Francisco or in the United States District Court for
              the Northern District of California, which courts shall have
              exclusive jurisdiction over the adjudication of such matters, and
              the Company and (212) consent to the jurisdiction of such courts
              and personal service with respect thereto. The Company hereby
              consents to personal jurisdiction, service and venue in any court
              in which any Claim arising out of or in any way relating to this
              Agreement is brought by any third party against (212) or any
              indemnified party. Each of (212) and the Company waives all right
              to trial by jury in any Proceeding or counterclaim (whether based
              upon contract, tort or otherwise) in any way arising out of or
              relating to this Agreement. Each of (212) and the Company agrees
              that a final judgment in any such Proceeding or counterclaim
              brought in any such court shall be conclusive and binding upon
              (212) and the Company and may be enforced in any other courts to
              the jurisdiction of which (212) or the Company is or may be
              subject, by suit upon such judgment. The Company hereby appoints,
              without power of revocation, Ronald Simon, Chief Executive Officer
              of the Company, or any designee, to accept and acknowledge on its
              behalf service of any and all process, which may be served in any
              Proceeding arising out of or relating to this Agreement.

     17.      This Agreement shall be binding upon the Company and (212) and
              their respective successors and assigns and any successor or
              assign of any substantial portion of the Company's and (212)'s
              respective businesses and/or assets.

              If the foregoing correctly sets forth our understanding, please
     indicate your acceptance hereof in the space provided below, whereupon this
     Agreement and your acceptance shall constitute a binding agreement between
     us.

     ACCEPTED AND AGREED AS OF
     THE DATE FIRST ABOVE WRITTEN:

     (212) VENTURES, INC.                       SOFTNET SYSTEMS, INC.
     By:                                        By:



     __________________________________         ________________________________
                                                Name:  Ronald I. Simon
                                                Title:  Chairman and CEO