Sample Merger Agreement Contract

Exhibit 99.01

MERGER AGREEMENT

          THIS MERGER AGREEMENT (the “ Agreement ”) is made and entered into as of the ___ day of August, 2006, by and between the following:

          Charles W. Pickering Jr., an individual, (hereinafter, “ Pickering ”);

          Pickering & Associates, Inc., a Washington corporation (hereinafter, the “ Target ”), and

          SoftNet Technology Corp., a Nevada corporation (hereinafter “ SoftNet ” or the “ Surviving Company ”).

W I T N E S S E T H

          WHEREAS, subject to the terms and conditions of this Agreement, SoftNet and Pickering desire for Pickering & Associates, Inc. to merge into, and with, SoftNet with SoftNet being the sole surviving entity; and

          WHEREAS, the Board of Directors of SoftNet deems it desirable and in the best interests of SoftNet and its stockholders that the Target merge into, and with, SoftNet in consideration of the satisfaction and payment at Closing of certain obligations of the Target with a face amount totaling one hundred six thousand thirty six and 62/100 dollars ($106,036.62) as set forth in Appendix A attached hereto and the payment to Pickering (as sole shareholder of the Target) of fifty thousand dollars ($50,000) in cash and issuance by SoftNet to Pickering of five hundred seventy five thousand dollars ($575,000) worth of unregistered, restricted, SoftNet Common Stock (the “ SoftNet Shares ”); and

          WHEREAS, the parties to this Agreement agree to conduct the merger pursuant to IRC 368(A)(1)(a); and

          WHEREAS, SoftNet and Pickering desire to provide for certain undertakings, conditions, representations, warranties, and covenants in connection with the transactions contemplated by this Agreement; and

          WHEREAS, Pickering as sole shareholder of Target, the Board of Directors of Target and the Board of Directors of SoftNet have approved and adopted this Agreement, subject to the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows:

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SECTION 1

DEFINITIONS

          1.1     “ Agreement ”, “ Pickering ”, “ SoftNet ”, “ SoftNet Shares ”, and “ Target ”, respectively, shall have the meanings defined in the foregoing preamble and recitals to this Agreement.

          1.2     “ Merger Date ” shall mean the date on which Articles of Merger are filed with the Secretary of State of Washington and the Secretary of State of Nevada.

          1.3     “ Closing Date ” shall be the date when the parties execute the Articles of Merger (as defined below), which the parties intend to be September 25, 2006, however, the parties can change the Closing Date to such other time and place as the parties shall mutually agree, in writing.  As of the Closing Date, all Exhibits to this Agreement shall be complete.

          1.4     “ Effective Date ” shall mean July 1, 2006.  All adjustments shall be made as of the Effective Date.

          1.5     “ 1933 Act ” shall mean the Securities Act of 1933, as amended.

          1.6     “ 1934 Act ” shall mean the Securities Exchange Act of 1934, as amended.

          1.7     “ SEC Documents ” shall have the meaning defined in Section 3.4 hereof.

          1.8     “ Confidential information ” shall have the meaning defined in Section 11.1 hereof.

SECTION 2

AGREEMENT FOR THE MERGER INTO SOFTNET

           2.1      The Merger.  Upon the terms and subject to the conditions in this Agreement, and in accordance with the Nevada law appearing at N.R.S. Chapter 78 (the “Nevada Act”), and the Washington Business Corporation Act, Chapter 23 (the “Washington Act”), Target shall be merged with and into SoftNet (the “Merger”) on the Merger Date unless otherwise agreed by both parties as set forth in the articles of merger, substantially in the form of Exhibit B (the “Articles of Merger”), to be filed if, as and when the Closing occurs with the Secretary of State of the State of Washington and Secretary of State of the State of Nevada.  SoftNet shall be the surviving corporation in the Merger and shall succeed to and assume all the rights and obligations of Target in accordance with the Nevada Act.

           2.2      Effects of the Merger.

2.2.1    On the Merger Date, the effect of the Merger shall be as provided in this Agreement, the Articles of Merger and the applicable provisions of the Nevada Act.

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2.2.2    On the Merger Date, the articles of incorporation of SoftNet, as in effect immediately prior to the Merger Date, shall be the articles of incorporation of the Surviving Company until thereafter amended as provided by the Nevada Act and such articles of incorporation.

2.2.3    On the Merger Date, the bylaws of SoftNet, as in effect immediately prior to the Merger Date, shall be the bylaws of the Surviving Company until thereafter amended as provided by the Nevada Act, the articles of incorporation of the Surviving Company and such bylaws.

2.2.4    On the Merger Date, the directors and officers of SoftNet, as constituted immediately prior to the Merger Date, shall be the directors and officers of the Surviving Company, for so long as provided under the Nevada Act, the articles of incorporation of the Surviving Company and the bylaws of the Surviving Company.

           2.3      Effects on Capital Stock.  As of the Effective Time, by virtue of the Merger and without any action on the part of SoftNet or Target or the holders of any of the following securities, the following shall occur:

2.3.1      All of the issued and outstanding share of Target’s capital stock shall be converted into the right to receive, on the Merger Date, the consideration specified and allocated in this Section 2.3.1 (the “ Merger Consideration ”).  As of the Merger Date, the Target’s capital stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and Pickering as the holder of all of the certificates formerly representing any such shares of Target capital stock (the “ Certificates ”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 2.3.1 upon surrender of such Certificate.  On the Closing Date, Pickering shall receive the sum of $50,000 cash and in addition, on the Closing Date, SoftNet shall pay by wire transfer to Williams, Kastner & Gibbs PLLC trust account the aggregate of the sums listed for payment in Schedule A .  In addition, within five business days of the Closing Date , SoftNet shall issue or deliver, in the aggregate, on account of the aggregate Target Common Stock outstanding immediately prior to the Effective Time (i) that number of shares of the common stock of SoftNet, no par value per share (the “ SoftNet Common Stock ”), equal to $575,000.00, calculated by dividing $575,000.00 by the average closing price for the five trading days immediately prior to the Closing Date.

           2.4      Adjustment to Consideration Paid by SoftNet .

          On the one year anniversary of the Merger, SoftNet shall take the five day average closing price (the “One Year Average Price”) for their common stock prior to the one year anniversary and multiply that number by the number of shares issued to Pickering at the Merger yielding the “Calculated Value.” To the extent that the Calculated Value is less than $ 575,000, SoftNet shall issue such additional shares (the “Additional Shares”) of its unregistered, restricted, common stock to Pickering so that the shares issued at the Merger coupled with the Additional

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Shares when multiplied by the One Year Average Price equal $575,000. To the extent that the Calculated Value is more than $575,000, Pickering shall return to SoftNet such number of shares (the “Returned Shares”) of SoftNet’s common stock received by Pickering at the time of the Merger so that the shares issued at the time of the Merger less the Returned Shares when multiplied by the One Year Average Price equal $575,000.

           2.5      Legend and Registration Rights .

2.5.1      The certificates representing the SoftNet Shares shall bear the following legend:

“These securities have not been registered under the Securities Act of 1933, as amended, and may not be transferred unless covered by an effective registration statement under said Act or unless in the opinion of counsel for the issuer any such transfer would be exempt from such registration.”

2.5.2      If SoftNet at any time proposes to register any of its common stock under the 1933 Act in connection with the public offering of common stock solely on a form that would also permit registration of the SoftNet Shares, it will each such time give written notice to Pickering of its intention so to do and, upon the written request of Pickering given within 10 business days after receipt of any such notice, SoftNet will, subject to Section 2.5.3 below, use its best efforts to cause all SoftNet Shares to be registered under the 1933 Act, all to the extent necessary to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by Pickering of the Softnet Shares so registered.

2.5.3      Whenever required to use its best efforts to effect registration of SoftNet Shares, SoftNet shall: (i) prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement with respect to the Shares and cause such registration statement to become and remain effective, however SoftNet shall in no event be required to cause such registration to remain effective for more than 180 days; (ii) file with the SEC such amendments and supplements to such registration and the related prospectus as is necessary to comply with the 1933 Act; (iii) use its best efforts to register and qualify the securities covered by such registration statement under such Blue Sky laws as is necessary for the distribution of such securities, provided that SoftNet shall not be required to qualify to do business in or to file a general consent to service of process in any such state or jurisdiction.  In connection with an offering involving underwriting of shares, SoftNet shall not be required to include any SoftNet Shares unless Pickering accepts the terms of the underwriting as agreed between the Company and the underwriters selected by it and then only in such quantity as will not in the written opinion of the underwriters jeopardize the success of the offering by SoftNet.  You agree that at the request of SoftNet or its underwriters managing any underwritten offering, not to sell, make a short sale of, loan, grant any option for, or otherwise

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dispose of any SoftNet Shares (other than those included in the registration) without the prior written consent of SoftNet or such underwriters for a period of time from the effective date of such registration as SoftNet or its underwriters may specify, such period not however to exceed 180 days.

2.5.4      All expenses incurred by SoftNet in complying with Secctions 2.5.2 and 2.5.3, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for SoftNet and the expense of any special audits incident to or required by any such registration, shall be borne by SoftNet.

2.5.5      In the event of any registration of any of its securities under the 1933 Act pursuant to this Section 2, SoftNet will indemnify and hold harmless Pickering against any losses, claims, damages or liabilities, joint or several, to which Pickering may become subject under the 1933 Act or otherwise, in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the 1933 Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse Pickering for any legal or any other expenses reasonably incurred by Pickering in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that SoftNet will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary prospectus or said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to SoftNet  through an instrument duly executed by Pickering specifically for use in the preparation thereof.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF SOFTNET

          SoftNet, in order to induce Pickering to execute this Agreement and to consummate the transactions contemplated herein, represents and warrants, to Pickering, to the best of its knowledge, as follows, a breach of which would be deemed a material breach of this Agreement:

          3.1      Organization and Qualification .  SoftNet is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, with all requisite power and authority to own its property and to carry on its business as it is now being conducted.  SoftNet is duly qualified

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as a foreign corporation and in good standing in each jurisdiction where the ownership, lease, or operation of property or the conduct of business requires such qualification, except where the failure to be in good standing or so qualified would not have a material, adverse effect on the financial condition or business of SoftNet.

          3.2      Authorization and Validity .  SoftNet has the requisite power and is duly authorized to execute and deliver and to carry out the terms of this Agreement.  The board of directors and/or stockholders of SoftNet have taken all action required by law, its Articles of Incorporation and Bylaws, both as amended, or otherwise to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, subject to the satisfaction or waiver of the conditions precedent set forth in Section 8 of this Agreement.  Assuming this Agreement has been approved by all action necessary on the part of the Target, this Agreement is a valid and binding agreement of SoftNet.

          3.3      No Defaults .  SoftNet is not in default under or in violation of any provision of its Articles of Incorporation or Bylaws, both as amended.  SoftNet is not in default under or in violation of any material provision of any indenture, mortgage, deed of trust, lease, loan agreement, or other agreement or instrument to which it is a party or by which it is bound or to which any of its is subject, if such default would have a material, adverse effect on the financial condition or business of SoftNet. SoftNet is not in violation of any statute, law, ordinance, order, judgment, rule, regulation, permit, franchise, or other approval or authorization of any court or governmental agency or body having jurisdiction over it or any of its properties which, if enforced, would have a material, adverse effect on the financial condition or business of SoftNet.  Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will conflict with or result in a breach of or constitute a default under any of the foregoing or result in the creation of any lien, mortgage, pledge, charge, or encumbrance upon any asset of SoftNet and no consents or waivers thereunder are required to be obtained in connection therewith in order to consummate the transactions contemplated by this Agreement.

          3.4      SEC Documents; Financial Statements .  As of the Merger Date, SoftNet has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, together with any amendments or restatements thereto, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “ SEC Documents ”).  As of the Merger Date, the SEC Documents substantially complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the Merger Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of the Merger Date, the financial statements of SoftNet included in the SEC Documents substantially complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in substantial accordance with generally accepted accounting principles, consistently applied, during the periods involved (except ( i ) as may be otherwise indicated in such financial statements or the notes thereto, or ( ii ) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or

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summary statements) and fairly present in all material respects the financial position of SoftNet as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).  No other information provided by or on behalf of SoftNet to Pickering which is not included in the SEC Documents, including, without limitation, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading.  Neither the SoftNet nor any of its officers, directors, employees or agents has provided Pickering with any material, non-public information.

          3.5      Absence of Certain Changes .  Since the most recent filing by SoftNet with the SEC, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, results of operations or prospects of SoftNet. SoftNet has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does SoftNet have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

          3.6      Documents .  The copies of all agreements and other instruments that have been delivered by SoftNet to Pickering are true, correct, and complete copies of such agreements and instruments and include all amendments thereto.

          3.7      Disclosure .  The representations and warranties made by SoftNet herein and in any schedule, statement, certificate, or document furnished or to be furnished by SoftNet to Pickering pursuant to the provisions hereof or in connection with the transactions contemplated hereby, taken as a whole, do not and will not as of their respective dates contain any untrue statements of a material fact, or omit to state a material fact necessary to make the statements made not misleading.

          3.8     The SoftNet Shares to be issued pursuant to the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable.  The SoftNet Shares will not be subject to any shareholders agreement or other similar contractual restriction.

          3.9     SoftNet has not taken any action that would prevent the Merger from qualifying as reorganization within the meaning of § 368(A)(1)(a).

          3.10    Any corporate action requ