WordPerfect Document Compare Summary

Original document: Z:\PAULA\WP51\CLIENTS\vFinance\SOMERSET\TERMINATION9-6-02.wpd
Revised document: Z:\PAULA\WP51\CLIENTS\vFinance\SOMERSET\TERMINATION9-10-02.wpd
Deletions are shown with the following attributes and color:
     Strikeout, Blue  RGB(0,0,255).
     Deleted text is shown as full text.
Insertions are shown with the following attributes and color: Redline, (No color
     code).

The document was marked with 26 Deletions, 30 Insertions, 0 Moves.


<PAGE>

                 TERMINATION OF SELECT ASSET PURCHASE AGREEMENT

         THIS TERMINATION AGREEMENT dated as of August 30, 2002 (the
"Termination Agreement") of that certain Select Asset Purchase Agreement dated
as of May 29, 2002 (the "Original Agreement"), as amended to date among vFINANCE
INVESTMENTS, INC., a Florida corporation ("Buyer"), SOMERSET FINANCIAL PARTNERS,
INC., a Delaware corporation ("SFP"), SOMERSET FINANCIAL GROUP, INC., a Delaware
Corporation ("SFG") (SFP and SFG, jointly, the "Seller"), and Douglas Toth
("Toth") and Nicholas Thompson ("Thompson") (Toth and Thompson, jointly, the
"Stockholders").
         WHEREAS, the parties have previously entered into the Original
Agreement, as amended by the Amendment to the Select Asset Purchase Agreement
dated June 17, 2002 (collectively the "Purchase Agreement"); and
         WHEREAS, the Seller and the Stockholder have not complied with the
conditions to closing, and have indicated that they will be unable to comply
with such conditions; and
         WHEREAS, the parties have agreed that Buyer shall have no further
         obligations under the Agreement.
         NOW, THEREFORE, it is agreed by and between the parties as follows:
         1.       The Purchase Agreement is deemed terminated.
         2. Sellers and Stockholders specifically acknowledge that they will
not, directly or indirectly, assign any rights they may have under the Agreement
to any third party, and that they have no further claim whatsoever against the
Buyer under the Purchase Agreement.
         3. Notwithstanding anything contained herein, Buyers acknowledges that
there has been delivered into its possession, the leased and financed equipment
set forth in Schedule 4 hereto, and Buyer hereby assumes the obligations for any
lease and finance payments thereunder.
         4. Nothing contained in this agreement shall be deemed to limit the
rights of Stockholders to enter into independent contractor or other employment
arrangements with Buyer.

<PAGE>

         5. Sellers hereby direct the Escrow Agent under the Escrow Agreement
(as those terms are defined in the Purchase Agreement) to release and return to
the Buyer all Escrowed Consideration (as defined in the Purchase Agreement),
including, but necessarily limited to the Escrow Shares, the Escrowed Warrants,
the Reserved Shares (as those terms are defined or used in the Escrow Agreement)
in the possession or control of the Escrow Agent. Sellers acknowledge that the
Escrow Agent has no further obligation whatsoever to the Sellers or its
designees under the Escrow Agreement. Buyer acknowledges that, upon such release
of the Escrowed Consideration in the possession or control of the Escrow Agent,
the Escrow Agent shall have no further obligations under the Escrow Agreement to
the Buyer.
         6. Seller and Stockholders acknowledge that Buyer has requested that
they retain counsel to review this Agreement, and represent them in connection
with this Termination Agreement and matters relating thereto. Seller and
Stockholders have consulted with counsel, or have knowingly waived the
opportunity to consult such counsel, and have entered into this Termination
Agreement as their free and voluntary act, after having had the opportunity to
discuss same with such counsel and such other advisors as they have deemed
relevant or necessary. Notwithstanding any rule of construction, an ambiguity in
the Termination Agreement shall not be construed against the party represented
by the draftsman.

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.


                           vFINANCE INVESTMENTS, INC.

                                               By:
                                                  ---------------------------
                                               Name: _____________
                                               Title:

                                               SOMERSET FINANCIAL PARTNERS, INC.

                                               By:
                                                  ---------------------------
                                               Name: _____________
                                               Title:

                                               SOMERSET FINANCIAL GROUP, INC.

                                               By:
                                                  ---------------------------
                                               Name: _____________
                                               Title:




                                                     DOUGLAS TOTH



                                                     NICHOLAS THOMPSON