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                                                                   Exhibit 10.20

Separation and Release Agreement with Garrett J. Girvan

                        SEPARATION AND RELEASE AGREEMENT

1.   SoftNet Systems, Inc., a Delaware corporation ("Company") and Garrett
     Girvan ("Employee") enter into this Separation and Release Agreement
     ("Agreement"), which was received by Employee on the 2nd day of February,
     2001, for and in consideration of the promises made among the parties, and
     other goods and valuable consideration as follows:

2.   Emplovment Termination. Employment with Company is hereby terminated
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     effective February 2, 2001.

     Payment. Employee has received all accrued wages owing through last day of
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     employment. Within fourteen days after Employee's executing of this
     Agreement, provided Employee has not revoked this Agreement, and as
     consideration for this Agreement, Employee shall receive an additional
     $116,666.67 of Severance Pay. The signed original of this agreement is to
     be sent to Mike Sweet, VP Human Resources at 510 Logue Avenue, Mountain
     View, California 94043. Employer will withhold taxes on the amount paid in
     accordance with all applicable local, state and federal laws.

3.   Such agreements and commitments by the Company as specified in paragraph 2
     are in full payment of any and all claims arising from, related to, or in
     connection with Employee's employment with the Company, including, but not
     limited to, all claims for breach of contract, fraud, wrongful discharge,
     misrepresentation, defamation, violation of public policy, breach of the
     implied covenant of good faith and fair dealing, personal injury,
     emotional distress, sexual harassment, and age, race, sex or other
     prohibited discrimination; all liabilities for the payment of any sums for
     accrued earnings, bonuses, severance pay, sick leave or holiday plans, and
     any employee benefits; and attorneys' fees.

4.   Employee represents and warrants the Employee has returned to Company all
     Company's property, books, lists, records, other documents and equipment.
     Employee covenants that should be later discovered in his possession or any
     additional items of Company's property, Employee agrees to promptly return
     such property to the Company. Employee acknowledges that he has received
     any personal property belonging to him that was on Company's premises.

5.   Employee, for himself, his successors, administrators, heirs, and assigns,
     hereby fully releases, waives and forever discharges Company, any
     affiliated companies or subsidiaries, alter egos, their predecessors,
     successors, affiliates, assigns, shareholders, directors, officers, agents,
     attorneys and employees, whether past, present or future (the "Released
     Parties") from any all actions, suits, debts, demands, damages, claims
     judgments or liabilities of any nature including costs and attorneys' fees,
     whether known or unknown, including, but not limited to, all claims arising
     out of Employee's employment with or separation from any of the Released
     Parties, such as (by way of example only) any claim for bonus, severance,
     or other benefits apart from the benefits stated herein; breach of
     contract; wrongful discharge; impairment of economic opportunity; any claim
     under common-law or at equity; defamation; intentional infliction of
     emotional harm; any tort; claims for reimbursement, claims for commissions;
     or claim for employment discrimination under any state, federal, local law,
     statute or regulation including but not limited to, claims under Title VII
     of the Civil Rights Act of 1964 or under the California Fair Employment and
     Housing Act. Employee acknowledges and agrees that this release, the
     release contained in paragraph 6, and the covenant not to sue set forth in
     paragraph 8 are essential and material terms of the Agreement and that,
     without such release and covenant not to sue, no agreement would have been
     reached by the parties. Employee understands and acknowledges the
     significance and consequences of this release and this Agreement.

6.   Employee specifically waives and releases Company from all claims he may
     have as of the date he signs this Agreement regarding claims or rights
     arising under the Age Discrimination in Employment Act of 1967, as amended,
     29 U.S.C. (S)621 ("ADEA"). This paragraph does not waive rights or claims
     that may arise under the ADEA after the date Employee signs this Agreement.
     Employee agrees that this Agreement provides benefits to which he is not
     otherwise entitled and that Company has advised Employee to consult an
     attorney prior to signing this Agreement. Employee has been provided
     twenty-one (21) days within which to consider whether he should sign this
     Agreement and waive and release all claims and rights arising under the
     ADEA. Employee shall have seven days within which to revoke this Agreement
     and this Agreement shall not become effective or enforceable until that
     revocation period has expired.

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7.   It is understood and agreed that this is a full and final release applying
     not only to all claims as defined in paragraphs 5, 6 and 8 that are
     presently know, anticipated or disclosed to Employee, but also to all
     claims as defined in paragraphs 5,6 and 8 that are presently known,
     unknown, unanticipated, and undisclosed to Employee. Employee hereby waives
     any and all rights or benefits that he may now have, or may in the future
     have, under the terms of California Civil Code Section 1542, which provides
     as follows:

     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.

8.   To the maximum extent permitted by law, Employee covenants not to sue or to
     institute or cause to be instituted any action in any federal, state or
     local agency or court against any of the Released Parties, including, but
     not limited to, any of the claims released in paragraphs 5 and 6 of this
     Agreement.

9.   Employee and Company agree that neither Employee nor the Released Parties
     admit liability for, or violation of, any contract, any federal, state or
     local statute or regulation, or any right protected under the common law.

10.  Employee acknowledges that he (a) fully understands his right to discuss
     this Agreement with his private attorney - (b) has carefully read and fully
     understands this entire Agreement, and (c) is voluntarily entering into
     this Agreement.

11.  It is intended that the provisions of this Agreement shall be enforced to
     the fullest extent permissible under the laws and public policies applied
     in each jurisdiction in which enforcement is sought. The provisions of this
     Agreement shall be construed in accordance with the internal laws of the
     State of California. In the event that any paragraph, subparagraph or
     provision of this Agreement shall be determined to be partially contrary to
     governing law or otherwise unenforceable, the paragraph, subparagraph, or
     provision ana this Agreement shall be enforced to the maximum extent
     permitted by law, and if any paragraph, subparagraph or provision of this
     Agreement shall be determined to be totally contrary to governing law or
     otherwise totally unenforceable, the paragraph, subparagraph, or provision
     shall be severed and disregarded and the remainder of this Agreement shall
     be enforced to the maximum extent permitted by law.

12.  The parties agree that (except in connection with required public
     disclosure, in connection with tax reporting, or pursuant to legal process
     in any legal action to enforce the terms of this Agreement) they, their
     agents, and their family members, directors, officers, employees, and other
     Released Parties shall keep confidential the terms of this Agreement.
     Employee and the Company further agree not to disparage in the future
     either the Employee or any of the Released Parties.

13.  For one year following Employee's termination of service, Employee shall
     not and shall not cause or facilitate any other person to solicit or enter
     into an agreement for employment or consulting, joint venture or
     partnership relationship or agreement with anyone who is an employee or
     consultant of the Company. This shall not limit Employee from (a)
     continuing existing business relationships or agreements or (b) having such
     a relationship or agreement with anyone who is or has been an employee or
     consultant of the Company which is not inconsistent with on-going
     performance of the employee's or consultant's responsibilities and
     obligations to the Company.

14.  Employee understands and agrees that in the course of his employment with
     Company, he has acquired confidential information and trade secrets
     concerning the operations of Company, Company's owners, subsidiaries and
     affiliates (collectively the "Companies"), including, but not limited to,
     information relating to the organization, employment policies, compensation
     and benefit plans, and personnel and any data, formulae, specifications,
     proprietary knowledge or information, customer list, marketing strategies,
     pricing and credit policies, trade secrets, inventions or processes, owned,
     developed or used in the course of Company's business (collectively
     "Confidential Information"). Employee covenants and agrees that he will not
     disclose any Confidential Information which is not available to the general
     public.

15.  Employee agrees that this Agreement constitutes the entire understanding
     between the parties with reference to the subject matter of this Agreement
     and all prior negotiations and understandings, verbal or written, between
     Employee and Company, relating to the items and things referred to in this
     Agreement

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     have been merged herein.

16.  Any and all disputes arising out of or in any way related to Employee's
     employment with, or separation from, Company, as well as any and all
     disputes or claims arising out of or in any way related to this Agreement,
     including, without limitations, fraud in the inducement of this Agreement,
     or relating to the general validity or enforceability of this Agreement,
     shall be submitted to final and binding arbitration before an arbitrator of
     the American Arbitration Association, San Francisco, California, in
     accordance with the rules of that body governing commercial disputes, and
     prevailing party shall be entitled to reasonable costs and attorneys fees.
     Judgment on the award rendered by the arbitrator may be entered in any
     court having jurisdiction thereof.

17.  The parties hereto agree that if any covenant, paragraph or clause
     contained in this Agreement, other than paragraphs 5,6 and 8 is declared
     illegal, null or void, or against public policy, for any reason, the
     remaining covenants, paragraphs or clauses contained in this Agreement
     shall not be affected thereby.

18.  Each reference to the Company herein shall include all subsidiaries and
     affiliates of the Company.

Executed at Mountain View, California, this the day of ___, 2001.

SoftNet Systems, Inc.



By:


Accepted and Agreed to:



By:
Employee Garrett Girvan