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                                                                   Exhibit 10.19

     Financial Advisory Services Agreement With Bear, Stearns & Company, Inc.

BEAR
STEARNS

                                                                    May 23, 2001

SoftNet Systems, Inc.
650 Townsend Street
Suite 225
San Francisco, CA 94103

Attention: Mr. Ronald Simon
Acting Chairman, CEO and CFO

This letter confirms the agreement (the "Agreement") between SoftNet Systems,
Inc. ("SoftNet" or the "Company") and Bear, Stearns & Co. Inc. ("Bear Stearns")
as follows:

1.       The Company hereby engages Bear Stearns to act as its exclusive
         financial advisor with respect to a review of the strategic
         alternatives for the Company, including but not limited to, an
         acquisition, a sale of the Company, or any transaction in which capital
         or other assets are distributed to the Company's shareholders.

2.       Bear Stearns hereby accepts the engagement and, in that connection,
         agrees to:

         (a)      Undertake, in consultation with members of the Company's
                  management and its Board of Directors, a study and analysis of
                  the business, operations, financial condition and intangible
                  assets of the Company;
         (b)      Assist the Company in identifying and evaluating potential
                  acquisitions or merger candidates (the "Other Party(ies)"), as
                  well as other transactions designed to increase shareholder
                  value including without limitation recapitalizations,
                  dividends and liquidation, such transactions to constitute
                  "strategic transactions;
         (c)      Undertake, in consultation with members of management, a
                  comprehensive business and financial analysis of potential
                  acquisitions and strategic transactions, including a strategic
                  transaction feasibility study and valuation and pricing
                  analyses;
         (d)      Present our analyses to the Board of Directors for their
                  evaluation;
         (e)      To the extent requested by the Company, assist in structuring,
                  analyzing financing alternatives for and negotiating
                  specific Transactions (as defined below);
         (f)      If requested by the Company and appropriate, render an opinion
                  (the "Opinion") as to the fairness, from a financial point of
                  view, to the Company's public unaffiliated shareholders of any
                  proposed Transaction; and,
         (g)      Be available at the Company's request to meet with its Board
                  of Directors to discuss a proposed Transaction and its
                  financial implications.

3.       For purposes hereof, a "Transaction" shall mean any transaction or
         series or combination of transactions, whereby, directly or indirectly,
         control of or a material interest in the Company or the Other Party or
         any of their respective businesses or assets is transferred for
         consideration, including, without limitation, issues of capital stock
         in connection with an acquisition or combination, a sale or exchange of
         capital stock or assets, a lease of assets with or without a purchase
         option, a merger or consolidation, a tender or exchange offer, a
         leveraged buy-out, a recapitalization, the formation of a joint
         venture, minority investment or partnership, an unusual dividend, a
         dissolution, or any similar transaction. For the terms of this
         engagement, Transaction shall also be defined to include any
         transaction or series or combination of transactions, whereby the
         assets of the Company are distributed to Company shareholders upon
         liquidation of its business.

4.       In connection with Bear Stearns' engagement, the Company will furnish
         Bear Stearns with all information concerning the Company which Bear
         Stearns deems appropriate and will provide Bear Stearns with access to
         the Company's officers, directors, employees, accountants, counsel and
         other Representatives



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         (collectively, the "Representatives").

         The Company recognizes and confirms that in performing its duties
         pursuant to this Agreement, Bear Stearns will be using and relying
         entirely on data, material and other information (the "Information")
         furnished by the Company and its Representatives. The Company hereby
         agrees and represents that all Information furnished to Bear Stearns
         pursuant to this Agreement shall be accurate and complete in all
         material respects at the time provided, and that if the Information
         becomes inaccurate, incomplete or misleading during the term of Bear
         Stearns' engagement hereunder, the Company shall so notify Bear Stearns
         in writing. The Company further represents and warrants that any
         projections or other Information provided by it to Bear Stearns will
         have been prepared in good faith and will be based upon assumptions
         which in light of the circumstances under which they are made, are
         reasonable. Accordingly, Bear Stearns assumes no responsibility for the
         accuracy and completeness of the Information. In rendering its services
         hereunder, Bear Stearns will be using and relying upon the Information
         without independent investigation or verification thereof or
         independent evaluation of any of the assets or liabilities of the
         Company. All material non-public information concerning the Company
         which is given to Bear Stearns will be used solely in the course of the
         performance of Bear Stearns' services hereunder and will be treated
         confidentially by Bear Stearns for so long as its remains non-public.
         Except as otherwise required by law, Bear Stearns will not disclose
         this Information to any third party without the Company's consent.

5.       Bear Stearns' compensation for its role as financial advisor shall be
         determined as follows:

         (a)   The Company agrees to pay Bear Stearns a retainer advisory fee
               (the "Retainer") of $250,000 payable upon execution of this
               Agreement. This retainer fee shall be credited against any
               compensation payable under paragraph 5(c) below in the event a
               Transaction occurs.
          (b)  If the Company requests Bear Stearns to render an Opinion, the
               Company agrees to pay Bear Stearns an opinion fee (the
               "Opinion Fee") of $500,000 when, following request by the
               Company, Bear Stearns informs the Company that it is prepared to
               render its Opinion.
         (c)   If, during the duration of this Agreement or within 12 months
               after termination of this Agreement as discussed below, the
               Company announces a Transaction, the Company agrees to pay
               Bear Stearns a fee of $750,000 upon any public announcement of
               the Transaction (the " Announcement Fee"); plus
         (d)   If, during the duration of this Agreement or within 12 months
               after termination of this Agreement as discussed below, the
               Company consummates a Transaction, the Company agrees to pay
               Bear Stearns a fee of $500,000 upon the closing of the
               Transaction (the "Closing Fee").

         The compensation pursuant to clause 5(d) above shall be payable by the
         Company to Bear Stearns upon the acquisition of 50% or more of the
         voting power of the Other Party (or Company's) outstanding voting
         securities in the case of a tender offer or two-step acquisition or, in
         the case of a merger, asset acquisition or other form of acquisition
         transaction, upon the closing of such transaction.

         Bear Stearns shall have the exclusive right to act as lead book-running
         manager for all debt (other than bank financing), equity or equity
         related securities, as well as counterparty for all related derivative
         transactions in connection with or related to the Transaction for a
         period of twelve months from the date of this Agreement, in each case
         on terms and conditions customary for Bear Stearns for similar
         transactions.

6.       The Company shall reimburse Bear Stearns for all of its reasonable
         out-of-pocket fees, expenses and costs (including, but not limited to,
         customary travel, accommodations, telephone, courier and supplies) in
         connection with the performance of its activities under this Agreement,
         including the fees and expenses of its accountants and legal counsel,
         if any, and any other advisor retained by Bear Stearns, in each case
         subject to the approval of the Company, such approval not to be
         unreasonably withheld.

         All such fees, expenses and costs will be billed periodically by Bear
         Stearns and are payable when invoiced. Upon termination or expiration
         of this Agreement or completion of Bear Stearns' assignment, any
         unreimbursed fees and expenses will be immediately due and payable. Any
         obligation pursuant to this Paragraph 6 shall survive the termination
         or expiration of this Agreement.

7.       It is understood that if Bear Stearns is requested to render a fairness
         opinion as referred to in clause 2(f) above it shall be based upon such
         financial review of the Other Party and its business and operations as
         Bear Stearns shall reasonably deem appropriate and feasible. Such
         review shall be limited to an analysis of


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         (a) publicly available information with respect to the Other Party,
         its outstanding securities and such other matters as Bear Stearns
         reasonably deems appropriate, and (b) such other information as shall
         be supplied to Bear Stearns by the Other Party or the Company. The
         Opinion shall be in such form and have such content as Bear Stearns
         shall determine and as shall be appropriate for such Transactions,
         including by stating therein that Bear Stearns has relied upon the
         information furnished to it by the Other Party and the Company, has
         assumed the accuracy and completeness of such information and has not
         attempted independently to verify any of such information.

         Furthermore, the Opinion letter may be included in its entirety in any
         proxy statement or other document distributed to shareholders of the
         Company or any other document as required by law in connection with the
         Transaction. However, no summary of or excerpt from the Opinion letter
         may be used, and no public reference (other than as provided in the
         preceding sentence) to the Opinion letter may be made except with Bear
         Stearns' prior approval, which shall not be unreasonably withheld.

8.       Since Bear Stearns will be acting on behalf of the Company in
         connection with its engagement hereunder, the Company agrees to
         indemnify Bear Stearns in accordance with the indemnification
         provisions (the "Indemnification Provisions") attached to this
         Agreement, which Indemnification Provisions are incorporated herein and
         made a part hereof and which shall survive the termination, expiration
         or supersession of this Agreement.

9.       The Company further understands that if Bear Stearns is asked to act
         for the Company, as a dealer manager in an exchange or tender offer, or
         as an underwriter in connection with the issuance of securities by the
         Company, or in any other formal additional capacity, then the terms of
         the engagement contemplated pursuant to this Agreement and/or any such
         additional engagement(s) may be embodied in one or more separate
         written agreements, containing provisions and terms to be mutually
         agreed upon; provided, however, except as approved by the Company, the
         consideration provided in section 5 shall not be modified. The
         indemnity provisions of this Agreement shall apply to the engagement
         contemplated pursuant to this Agreement and any such additional
         engagement and shall remain in full force and effect regardless of any
         completion, modification or termination of Bear Stearns' engagement(s).

10.      Bear Stearns' engagement hereunder may be terminated at any time with
         or withoutcause by either Bear Stearns or the Company upon ten days
         written notice thereof to the other party, provided, however, that Bear
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         Stearns will continue to be entitled to the full amount of the Closing
         Fee pursuant to the terms and conditions set forth in paragraph 5(d)
         above in the event that at any time prior to the expiration of 12
         months after such termination the Company completes a Transaction, and
         provided, further, that any termination of Bear Stearns' engagement
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         hereunder shall not affect the Company's obligation to pay the Retainer
         set forth in paragraph 5(a) above, the Opinion Fee set forth in
         paragraph 5(b) and/or Announcement Fee set forth in paragraph 5(c) and
         the fees and expenses to the extent provided in paragraph 6 above, all
         to the extent incurred prior to the date of termination, and to
         indemnify Bear Stearns and certain related persons and entities with
         respect to actions and omissions prior to such termination as provided
         in the attached Indemnification Provisions.

11.      Except as required by applicable law or otherwise provided above, no
         opinion rendered or advice given by Bear Stearns, whether formal or
         informal, may be disclosed in whole or in part, or summarized,
         excerpted from or otherwise publicly referred to, or made available to
         third parties without Bear Stearns' prior written consent and neither
         Bear Stearns nor its advice may be otherwise publicly referred to
         without its prior written consent.

12.      The Company agrees that Bear Stearns has the right to place
         advertisements in financial and other newspapers and journals at its
         own expense describing its services to the Company hereunder, provided
         that Bear Stearns will submit a copy of any such advertisements to the
         Company for its approval, which approval shall not be unreasonably
         withheld or delayed.

13.      This Agreement does not create, and shall not be construed as creating,
         rights enforceable by any person or entity not a party hereto, except
         those who may be entitled thereto by virtue of paragraph 8 and the
         Indemnification Provisions hereof. The Company acknowledges and agrees
         that: (i) Bear Stearns is being retained to assist the Company in its
         efforts to effect a Transaction and that Bear Stearns is not being
         retained to advise the Company on, or to express any opinion as to, the
         wisdom, desirability or prudence of consummating the Transaction and
         (ii) Bear Stearns is not and shall not be construed as a fiduciary of
         the

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         Company and shall have no duties or liabilities to the equity holders
         or creditors of the Company or any other person by virtue of this
         Agreement or the retention of Bear Stearns hereunder, all of which are,
         subject to applicable law, hereby expressly waived. The Company also
         agrees that Bear Stearns shall not have any liability (whether direct
         or indirect, in contract, tort or otherwise) to the Company or to any
         person (including, without limitation, equity holders and creditors of
         the Company) claiming through the Company for or in connection with the
         engagement of Bear Stearns, this Agreement and the transactions
         contemplated hereby (including, without limitation, any Transaction)
         except to the extent any such liability is found by a Court of
         competent jurisdiction in a final judgment (not subject to further
         appeal) to have resulted primarily and directly from the gross
         negligence or willful misconduct of Bear Stearns.

14.      The Company and Bear Stearns acknowledge and agree that there are no
         brokers, representatives or other persons which have an interest in
         compensation due to Bear Stearns from the Transaction contemplated
         herein.

15.      If any provision of this Agreement shall be held or made invalid by a
         statute, rule, regulation, decision of a tribunal or otherwise, the
         remainder of this Agreement shall not be affected thereby and, to this
         extent, the provisions of this Agreement shall be deemed to be
         serverable.

16.      The undersigned represents and warrants that it has all requisite power
         and authority, and all necessary authorizations, to enter into and
         carry out the terms and provisions of this Agreement.

17.      In connection with this engagement, Bear Stearns is acting as an
         independent contractor with duties owing solely to the Company. This
         Agreement may not be amended or modified except in writing and shall be
         governed by and construed in accordance with the laws of the State of
         New York, without regard to conflicts of law principles thereof.

We are delighted to accept this engagement and look forward to working with you
on this assignment. Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed duplicate of this
letter.

Very truly yours

BEAR STEARNS & CO. INC.



By:      Edward M. Rimland
         Senior Managing Director

Accepted and Agreed to:


By:      Ronald I. Simon
         Acting Chairman, CEO and CFO