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                                                                  Exhibit 10.17

  Stock Purchase Agreement With Former Intelligent Communications, Inc. Owners

                      INTELLICOM RIGHTS PURCHASE AGREEMENT
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         THIS INTELLICOM RIGHTS PURCHASE AGREEMENT ("Agreement") is made as of
this 7th day of February, 2001, by and between the undersigned former
shareholder of Intelligent Communications, Inc. ("Shareholder"), and SoftNet
Systems, Inc., a Delaware corporation ("SoftNet").

         WHEREAS, Shareholder obtained, among other things, the right (the
"Rights") to receive a portion of the Second Anniversary Stock, Third
Anniversary Stock and the proceeds from the Second Promissory Note, as such
terms are defined in that certain Agreement and Plan of Reorganization by and
among SoftNet, SoftNet Acquisitions, Inc., and Intelligent Communications, Inc.,
dated November 22, 1998 and the amendments thereto (collectively, the "Merger
Agreement"). All capitalized but undefined terms herein shall have the meaning
set forth in the Merger Agreement.

         WHEREAS, SoftNet intends to buy, and Shareholder intends to sell, the
Rights owned by Shareholder, upon the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, both parties agree as follows:

1.       Purchase of Rights. Subject to the terms and conditions of this
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         Agreement, Shareholder agrees to sell and deliver to SoftNet, and
         SoftNet agrees to purchase from Shareholder, all of Shareholder's
         right, title and interest to and in the Rights for an aggregate amount
         equal to the amount set forth next to Shareholder's name on Exhibit A
         (the "Purchase Price"). Upon payment of the Purchase Price, all right,
         title and interest to and in the Rights shall pass to SoftNet without
         further action on the part of the Parties and Shareholder shall have no
         right to receive any additional consideration under the Merger
         Agreement.

2.       Representations and Warranties of SoftNet. As material representations
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         to induce Shareholder to enter into this transaction, SoftNet makes the
         following representations and warranties to Shareholder, each of which
         is true and correct as of the date hereof:

         2.1.     Corporate Organization. SoftNet is a corporation duly
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                  organized and existing in good standing under the laws of the
                  State of Delaware and has filed all reports required to be
                  filed with the Secretary of State of the State of Delaware and
                  has all corporate power and authority to own, operate and
                  lease its properties and carry on its businesses as now
                  conducted.

         2.2.     Authorization of Agreement. SoftNet has all corporate power
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                  and authority to execute and deliver this Agreement and to
                  consummate the transactions provided for herein and the
                  execution and delivery of this Agreement by SoftNet and the
                  performance of its obligations to be performed hereunder have
                  been duly authorized by all necessary and appropriate action
                  by SoftNet's Board of Directors. The execution and delivery of
                  this Agreement and the consummation of the transactions
                  contemplated hereby do not and will not conflict with or
                  result in a breach of, or constitute a default under, the
                  terms or conditions of SoftNet's Certificate of Incorporation
                  or Bylaws, or any order, judgment or decree or any agreement
                  or instrument to which SoftNet is a party or by which SoftNet
                  or its assets are bound or affected. This Agreement is, and
                  each other agreement and document to be executed by SoftNet,
                  will be when so executed, a valid and binding obligation of
                  SoftNet enforceable in accordance with its terms.

     3.  Representations and Warranties of Shareholder. As material
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         representations to induce SoftNet to enter into this transaction,
         Shareholder makes the following representations and warranties to
         SoftNet, each of which is true and correct as of the date hereof:


         3.1.     Corporate Organization. If Shareholder is a corporation,
                  Shareholder is a corporation duly organized and existing in
                  good standing under the laws of the jurisdiction next to its
                  name on Exhibit A and has filed all reports required to be
                  filed with such jurisdiction and has all corporate power and
                  authority to own, operate and lease its properties and carry
                  on its businesses as now conducted.


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         3.2.     Authorization of Agreement. If Shareholder is a corporation,
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                  Shareholder has all corporate power and authority toexecute
                  and deliver this Agreement and to consummate the transactions
                  provided for herein and the execution and delivery of this
                  Agreement by Shareholder and the performance of its
                  obligations to be performed hereunder have been duly
                  authorized by all necessary and appropriate action by
                  Shareholder's Board of Directors. The execution and delivery
                  of this Agreement and the consummation of the transactions
                  contemplated hereby do not and will not conflict with or
                  result in a breach of, or constitute a default under, the
                  terms or conditions of Shareholder's Certificate of
                  Incorporation or Bylaws, or any order, judgment or decree or
                  any agreement or instrument to which Shareholder is a party or
                  by which Shareholder or its assets are bound or affected. This
                  Agreement is, and each other agreement and document to be
                  executed by Shareholder, will be when so executed, a valid and
                  binding obligation of Shareholder enforceable in accordance
                  with its terms.

         3.3.     Title to Rights. Shareholder has good, indefeasible and
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                  marketable title to the Rights, free and clear of all
                  mortgages, security interests, title retention agreements,
                  options to purchase, rights of first refusal, liens,
                  easements, encumbrances, restrictions and other burdens of any
                  nature whatsoever ("Liens"). The Rights are not subject to any
                  restrictions with respect to the transferability thereof and
                  Shareholder has complete and non-restricted power and right to
                  sell, assign, convey and deliver the Rights to SoftNet as
                  contemplated hereby. Upon payment of the Purchase Price,
                  SoftNet will receive good and marketable title to the Rights
                  free and clear of all Liens. Shareholder has not transferred
                  any right to the Rights to any other person.

     4.  Release. Shareholder, on behalf of itself and its respective officers,
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         directors, stockholders, employees, insurers, agents, legal
         representatives, parent and subsidiary companies, successors, attorneys
         and assigns (if any) hereby fully and forever releases and discharges
         SoftNet and all of its past, present and future agents, officers,
         directors, employees, parent and subsidiary companies, attorneys,
         successors, and assigns from any and all manner of actions, causes of
         action, claims, judgments, obligations, damages and liabilities, of
         whatsoever kind and character (including without limitation attorneys'
         fees and expenses), whether known or unknown, suspected or unsuspected,
         past or present, occurring at any time or times prior to the date of
         this Agreement, including but not limited to any such claims arising
         out of or relating to the Merger Agreement and any acts or events
         involving SoftNet and Shareholder or its agents or employees.
         Shareholder represents and warrants that it has not assigned any such
         claim on its behalf. Further, by this Agreement, Shareholder waives any
         claim against SoftNet for damages or other remedies incurred at any
         time after the date of this Agreement because of alleged continuing
         effects of any alleged acts or omissions involving SoftNet that
         occurred on or before the date of this Agreement, and any right to sue
         for monetary or injunctive relief regarding the alleged continuing
         effects of any such acts or omissions that occurred before the date of
         this Agreement.

         4.1      Waiver of Section 1542. The Parties hereby expressly waive and
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                  relinquish all rights and benefits under Section 1542 of the
                  California Civil Code which provides:

                  A general release does not extend to claims which the creditor
                  does not know or suspect to exist in his favor at the time of
                  executing the release, which if known by him must have
                  materially affected his settlement with the debtor.

                  The Parties, having consulted with legal counsel of their own
                  choosing, understands the statutory language of Section 1542
                  of the California Civil Code but nevertheless elects to and
                  hereby does release the other Party from all claims they may
                  have against them, and each of them, whether known or unknown,
                  arising from the subject matter of this Mutual Release, and
                  specifically waives any rights which she may have under said
                  Civil Code section.

5.       Miscellaneous
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     5.1.         Amendment and Severability. This Agreement may be amended,
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                  modified or altered only by the express written agreement
                  executed by SoftNet and Shareholder. If any provision of this
                  Agreement or the application thereof to any party or
                  circumstances shall for any reason be held invalid, illegal,
                  or unenforceable in any respect, such invalidity, illegality,
                  or unenforceability shall not affect any other provisions of
                  this Agreement and this Agreement shall be construed as if
                  such invalid, illegal, or unenforceable provision had never
                  been part of this Agreement. Furthermore, in lieu of each such
                  illegal, invalid, or unenforceable provision, there shall be
                  added automatically as part of this


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                  Agreement a provision as similar in terms to such illegal,
                  invalid, or unenforceable provision as may be possible and be
                  legal, valid, and enforceable.

         5.2.     Benefit. This Agreement shall be binding upon and inure to the
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                  benefit and burden of the parties hereto, their successors and
                  assigns. This Agreement may not be assigned by any party
                  without the express written consent of the other party, which
                  consent may be withheld in the sole discretion of the party
                  requiring such consent.

         5.3.     No Third Party Beneficiaries. This Agreement shall be for and
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                  inure to the benefit of SoftNet and Shareholder and there
                  shall be no third party beneficiaries thereto. Specially
                  excluded from any beneficial status hereunder are
                  Shareholder's creditors, employees, customers and suppliers.

         5.4.     Governing Law and Forum. This Agreement shall be construed
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                  under the laws of the state of California and any action to
                  enforce, construe or modify this Agreement shall be brought in
                  an appropriate court of competent jurisdiction in California.

         5.5.     Entire Agreement. This Agreement, together with the Exhibits,
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                  the Schedules and other documents to be delivered pursuant
                  hereto, constitute the entire agreement among the parties
                  hereto and there are no agreements, representations or
                  warranties which are not set forth herein. All prior
                  negotiations, agreements and understandings are superseded
                  hereby. All parties being represented by counsel, no one party
                  shall be deemed the drafter of this Agreement with respect to
                  its interpretation.

         5.6.     Paragraph Headings. The Section and paragraph headings
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                  contained in this Agreement are for reference purposes only
                  and shall not affect in any way the meaning or interpretation
                  of this Agreement.

         5.7.     Counterparts. This Agreement may be executed in one or more
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                  counterparts, each of which shall be deemed an original but
                  all of which together shall constitute one and the same
                  instrument.

         5.8.     Attachments. All Exhibits, Schedules and attachments to this
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                  Agreement are made a part of this Agreement by this reference.
                  Any information disclosed in an Exhibit, Schedule or
                  attachment shall be deemed to be disclosed and incorporated
                  into any other Exhibit, Schedule or attachment where such
                  disclosure would be appropriate.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives on the day and year first
above written.

                                 SOFTNET SYSTEMS, INC, a Delaware corporation


                                 By: _______________________________
                                   Steven M. Harris
                                   Senior Vice President

                                 SHAREHOLDER

                                        __________________________________

                                 NAME: ___________________________________
                                 ADDRESS:_________________________________
                                         _________________________________