10.41



                              BRANCH AGREEMENT AND
                            AMENDMENT TO IC AGREEMENT


         THIS AGREEMENT made as of this ___ day of January, 2003 by and among
vFinance Investments, Inc. (the "Company") with principal offices located at
3010 N. Military Trail, Suite 300, Boca Raton, FL 33431; JSM Capital Holding
Corp, ("JSM") a Delaware Corporation with principal offices located at 595
Madison Ave, New York, N. Y. 10022; and John S. Matthews (the "Independent
Contractor"), an individual located at the same address as JSM.


                                   WITNESSETH:


WHEREAS, the Company and the Independent Contactor entered into that certain
independent contractor agreement dated as of December 19, 2002 (the "IC
Agreement") under which, the existing retail brokerage operations owned by JSM
are to be managed by the Independent Contractor for the benefit of JSM as an
independent contractor office of the Company; and

WHEREAS, the Company maintains its own retail brokerage operations, including
certain assets and liabilities associated therewith, ("Branch Operations") at
branch offices located at the addresses set forth in Schedule A hereto and
desires to enter into an agreement pursuant to which it will sell, convey and
transfer such Branch Operations to JSM in accordance with, and subject to, the
terms of this Agreement to be operated, owned and managed by JSM under the
direction and supervision of the Independent Contractor; and

WHEREAS, JSM desires to acquire the Branch Operations subject to the terms of
this Agreement and to issue in exchange therefore, shares of common voting stock
in JSM; and

WHEREAS, as consideration for JSM's agreement to acquire the Branch Operations
and to enter into the IC Agreement, the Company has agreed to issue to JSM a
warrant to purchase one million shares of its common stock in accordance with
the terms of the warrant attached hereto as Schedule C ("Warrant");and

WHEREAS, the parties hereto have executed the IC Agreement as of December 19,
2002 and desire to amend and supplement such agreement, inter alia, in
contemplation of the transfer of the Branch Operations to JSM and to set forth
the terms and conditions of such transfer including provisions addressing the
terms under which the Branch Operations will be managed by the Independent
Contractor.

<PAGE>

         NOW THEREFORE, in consideration of the mutual promises and premises
contained herein, the parties hereto agree as follows.

1. Defined  Terms.  Capitalized  terms,  unless defined  herein,  shall have the
meaning ascribed to them in the IC Agreement.

2.  Transfer of Branch Operations.

         a. Subject to the provisions hereof, on the later to occur of (i)
         February 15, 2003 or (ii) the date on which the parties have secured
         any and all necessary approvals from all applicable Federal, State and
         local regulatory agencies or authorities and clearing firms (the later
         of such dates being referred to as the "Effective Date"), in exchange
         for the Shares (hereinafter defined), the Company shall sell, assign
         convey and transfer to JSM all assets necessary for, or incident to,
         the operation of the Branch Operations ("Assets") including but not
         limited to all customer accounts for any and all retail brokerage
         accounts serviced by registered representatives at the Branch
         Operations ("Transferred Accounts"), all books and records pertaining
         to the Transferred Accounts, all funds or securities held for the
         benefit of such Transferred Accounts; wire codes pertaining the Branch
         Operations, and such other assets as may be necessary for the operation
         of the Branch Operations as they currently exist. Those registered
         representatives and other employees currently located at the Branch
         Operations who are necessary for the effective operation of the Branch
         Operations and who are listed on the attached Schedule B ("Transferred
         Personnel"), shall be deemed employees of JSM as at the Effective Date
         notwithstanding the mechanics of their compensation as set forth in the
         IC Agreement. The Transferred Personnel shall come under the direct and
         exclusive supervision and control of the Independent Contractor on the
         Effective Date.

         b. JSM and the Independent Contractor hereby agree to honor the
         agreements (including without limitation, payouts, bonuses, splits,
         overrides, expense reimbursements and staff support) between the
         Company and the Transferred Personnel which are described in Schedule
         7(d) and further described or reflected in the books and records of the
         Company as of the date hereof including, without limitation, written
         agreements between the Company and the Transferred Personnel as of the
         date hereof which the parties hereto agree have been made available to
         JSM and the Independent Contractor for their review. The parties
         further agree that all forgivable loans on the books and records of the
         Company as of the date hereof shall remain assets of the Company. JSM
         and Independent Contractor agree to use their best efforts to cause
         such Transferred Personnel to honor such forgivable loans as well as
         any other existing obligations of such Transferred Personnel or loans
         by the Company to such Transferred Personnel as reflected on Schedule
         7(d) or otherwise reflected in the books and records of the Company as
         of the date hereof. JSM and Independent Contractor agree that
         commission amounts due to such Transferred Personnel pursuant to their
         applicable agreements which are payable through the IC Agreement may be
         offset by the Company.

<PAGE>


         c. The parties hereto agree that upon the termination or non-renewal of
         the IC Agreement, (i) Transferred Personnel may elect to return to the
         Company as employees without any potential legal or regulatory claim
         against the Company by JSM or the Independent Contractor or obligation
         or payment by the Company to JSM or the Independent Contractor, and
         (ii) for a period of one year following such termination, the Company
         will not, directly or indirectly, solicit or induce any employee,
         consultant, or registered representative that is employed by, or under
         the supervision of, JSM or Independent Contractor, other than
         Transferred Personnel, to leave his or her employment or to otherwise
         sever their relationship with JSM or the Independent Contractor.

         d. JSM and the Independent Contractor agree the expansion and growth of
         their business will be limited to New York City, Long Island, the New
         York counties immediately surrounding and including New York City, the
         New Jersey counties of Bergen, Essex and Hudson, and the current
         leaseholds (or successor locations thereto) located in Red Bank, N.J.
         and Boca Raton, FL (excluding independent contractors or branch offices
         of the Company)

3. Leaseholds. The parties understand that the physical office locations
occupied by the Branch Operations ("Leaseholds") will be shared by JSM and the
Company from and after the Effective Date. Prior to the Effective Date, the
Company and JSM will agree upon that portion of the space in each office
location that is to be occupied by JSM exclusively which shall based on optimum
occupancy of JSM/Independent Contractor personnel and a fixed number of Company
personnel at such offices ("Segregated Offices") and the parties further agree
to apply the same portion of the space that is to be shared ("Common Area"). The
percentage of space to be allocated to JSM in each Leasehold after the Effective
Date ("Occupancy Percentage"), and any personal property associated therewith,
is set forth on Schedule A hereto and shall be deemed to include both Common
Area and Segregated Area. On the Effective Date, JSM shall and does hereby
sublet and shall pay to the Company on a timely basis pursuant to the terms of
the applicable Leaseholds and underlying leases that portion of each of the
Leaseholds represented by multiplying the applicable Occupancy Percentage by the
amount of rent being paid under each respective Leasehold (reduced by any other
third party subtenant income received by the Company with respect to such
applicable Leasehold). For the purpose of providing a form of "rent concession"
to JSM, notwithstanding the Occupancy Percentage set forth on Schedule A hereto
applicable to the Leasehold in Red Bank, New Jersey, JSM shall be permitted to
occupy no less than fifty percent of the Segregated Offices and Common Area from
and after the Effective Date as if the Occupancy Percentage for the Red Bank
Leasehold was no less than fifty percent from and after the Effective Date. The
duration of the sublet shall be co-terminus with the underlying lease ("Lease")
for each particular Branch Operation. No renewal options under any Lease shall
be exercised by any party without the prior written consent of the other
parties. Each party, at the request of the any other party, agrees to execute a
sublease ("Sublease") for each Leasehold in form and substance reasonably
satisfactory to all parties provided that such Subleases shall not be
inconsistent with the terms and intent hereof. The rent under each Sublease
shall be equal to the total rent (including any items of additional rent, CAM or
other charges of any nature whatsoever payable to the landlord thereunder with
respect to occupancy of the respective Leaseholds from and after the Effective
Date) payable under each Lease multiplied by the applicable Occupancy
Percentage. Independent Contractor shall not be required to advance or post any
security deposit under any of the Leases or Subleases and any deposit previously
posted by the Company shall remain the property of the Company.


<PAGE>

Each of the parties will cooperate with each other in the joint occupancy of the
Leaseholds where applicable and both parties agree that the Occupancy Percentage
for any Leasehold shall be adjusted at any time and from time to time by written
agreement of the parties to reflect fair adjustments in the proportionate use
and occupancy. The parties agree and understand that the Occupancy Percentage
should only be changed as a result of:

a. Changes in the number of JSM/Independent  Contractor  personnel above optimum
usage  assuming  there is no change above on the number of Company  personnel on
the date hereof; or


b. An increase in the number of Company  personnel above the fixed number on the
date hereof  disproportionate  to any  increase  above the optimum  usage in the
number of JSM/Independent  Contractor  personnel at a particular  Leasehold.

c. Unless the parties shall otherwise agree, the space currently occupied by JSM
at 595 Madison Ave. New York,  N. Y. may be utilized by both the Company and JSM
and as such  shall be deemed one of the  Leaseholds  subject to the terms of the
this  Agreement;   provided  however,  the  rent  payable  by  the  Company  for
utilization  of all or a portion  of such  space  shall not  exceed the rent the
Company would have spent for comparable space in its existing offices at its New
York City location.

JSM acknowledges that all of the furniture, fixtures and equipment located in
the Leaseholds (other than any personal property located at the existing offices
of JSM) including, but not limited to, the items of personal property listed on
Schedule 7(h) hereto, shall be retained by the Company but shall be leased to
JSM for its use in, and as part of, the Leaseholds for no additional rent, for
the term of the IC Agreement.

4. Operating Expenses.  On and after the Effective Date, JSM shall pay and shall
cause  to be paid  or  reimbursed  to the  Company,  as the  case  may  be,  its
proportionate share of all operating expenses of the Branch Operations. The term
"Operating Expenses" shall mean, and be limited to the following:

a. All  salaries,  commissions,  payroll  taxes,  insurance  and other  items of
compensation and expenses related thereto for all Transferred  Personnel and any
additional  employees that may be hired to work for or to be shared by (with the
Company)  JSM/Independent  Contractor  after  the  Effective  Date  (hereinafter
"Compensation  Expense").  Compensation  Expense for any employee whose services
are  shared  by the  Company  and  JSM/Independent  Contractor  shall be  shared
proportionately by the Company and JSM/Independent Contractor; provided that JSM
shall not be  responsible  for any  compensation  expense for  employees  of the
Company not utilized by JSM/Independent  Contractor in whole or part. Unless the
Company  and JSM shall  otherwise  agree in  writing,  all  personnel  under the
supervision  and control of the  Independent  Contractor  shall  nevertheless be
deemed  employees  of the Company for payroll and  insurance  purposes,  and JSM
shall reimburse the Company for any expenses related  thereto.

b. All telephone and other  telecommunication  charges for the Branch Operations
which shall be charged to JSM proportionately based upon the ratio of the number
of JSM/Independent  Contractor employees utilizing such services compared to the
total number of individuals  utilizing such services.

c. All  ticket  charges  and  fees  and  expenses  normally  paid by  registered
representatives under the supervision and control of the Independent  Contractor
which shall be paid in accordance with the IC Agreement.

d. All  miscellaneous  charges for the operation of the Branch Operations in the
Leaseholds  including such items as equipment  maintenance  services  contracts,
office  supplies  and  utilities,  all of which  items  shall be  allocated  and
apportioned  based upon actual usage where  possible or, if not,  based upon the
ratio of the  number  of  employees  of  JSM/Independent  Contractor  at a given
Leasehold  location  compared to the total  number of  individuals  occupying or
utilizing such Leasehold.

e.  The  parties  understand  that  the  Independent  Contractor  is a  majority
shareholder  and control  person of JSM.  As such,  the  Independent  Contractor
agrees that the Company shall be permitted to deduct from any commissions,  fees
or other payments due to the Independent  Contractor by the Company under the IC
Agreement  any and all  amounts  due and owing to the  Company  by JSM under the
terms of this Agreement. In such event, the Independent Contractor shall have no
recourse or claim against the Company  except  through JSM and to the extent JSM
would have a claim or recourse pursuant to the terms of this Agreement.

5. Liabilities. Neither JSM nor the Independent Contractor shall be liable for
any costs, customer claims, customer account losses, expenses, claims,
obligations or liabilities of any nature or description, direct or indirect,
known or unknown, where such liabilities or claims arose from actions or
omissions of any employee, registered representative, officer or director of the
Company occurring prior to the Effective Date, or in any manner arose from
operation or ownership of the Branch Operations prior to the Effective Date. The
Company shall indemnify and hold harmless the Independent Contractor and JSM
from and against any such claims or liabilities in accordance with the
indemnification provisions set forth in Section 9 hereof. The Company shall not
be responsible for any claims or liabilities arising from operation or ownership
of the Branch Operations from and after the Effective Date and JSM shall
indemnify and hold harmless the Company from and against any such claims or
liabilities in accordance with the indemnification provisions set forth in
Section 9 hereof.

<PAGE>

6. Issuance of Shares/Buy Back.

         (a) In exchange for the transfer of the Branch Operations as
         hereinabove set forth, JSM, on the Effective Date, shall issue and
         transfer to the Company shares of its common voting stock representing
         nineteen and nine-tenths percent (19.9%) of the total issued and
         outstanding common stock of JSM after giving effect to the issuance of
         the shares to the Company (such shares of common stock issued to the
         Company being referred to herein as the "Transfer Shares"). The Company
         shall have anti-dilution protection to maintain such nineteen and
         nine-tenths percent (19.9%) ownership interest upon the exercise of
         outstanding options or rights to acquire any of JSM's common stock
         which options or rights are outstanding as of the Effective Date. The
         Transfer Shares, when issued shall be deemed fully paid and
         non-assessable.

         (b) Upon the termination or non-renewal of the IC Agreement for any
         reason other than (i) the termination of the IC Agreement by the
         Independent Contractor due, in turn, to the termination of his
         employment agreement ("Employment Agreement") by the Company without
         Cause (as defined therein) or an occurrence of the Triggering Event
         described in Section 5(a)(3) of the Employment Agreement, (ii) the
         failure of the Company to agree to a renewal of the IC Agreement, on
         substantially similar terms, at the expiration of its term, for
         additional terms of not less than eighteen months each, or (iii) the
         termination of the IC Agreement by the Independent Contractor under
         Section 19 c). of the IC Agreement; then, and in such event, JSM shall
         repurchase the Transfer Shares at a cash purchase price equal to the
         greater of the following: (a) 1.5 times the net operating profits as
         defined by GAAP of JSM, determined in accordance with generally
         accepted accounting principles consistently applied, for its fiscal
         year ending immediately prior to the event requiring the purchase
         multiplied by 19.9%; or (b) 19.9% of the fair market value of JSM as of
         the end of such fiscal year determined by an accounting firm mutually
         agreeable to both parties (or, if the parties cannot agree upon an
         accounting firm, each party shall choose a firm and the value shall be
         determined by averaging the results obtained from both firms). Items
         (a) and (b) above shall be reasonably adjusted to reflect any
         Transferred Personnel who elect to be employed by the Company as
         described in Section 2 c. above.

         (c) In the event of a Change in Control as defined in the Employment
         Agreement, the Company shall have the right to purchase ("Purchase
         Option") the assets (excluding any stock or warrants to acquire stock
         in the Company) of JSM ("JSM Assets"), free and clear of any liens
         encumbrances or liabilities, pursuant to the following terms and
         conditions: for a purchase price equal to the sum of (x) the greater of
         (i) fair market value of the JSM Assets (valued as an asset sale of
         100% of a going business concern), as of the end of the month following
         the month in which the option is exercised, determined by an accounting
         firm mutually agreeable to both parties (or, if the parties cannot
         agree upon an accounting firm, each party shall choose a firm and the
         value shall be determined by averaging the results obtained from both
         firms), or (ii) Two Million Seven Hundred Thousand Dollars
         ($2,700,000); plus (y) the total amount of money funded, by an
         individual or entity ("Investor") into JSM, whether in the form of debt
         or equity, from the date of this Agreement through the date of exercise
         of the Purchase Option plus an additional amount of money sufficient to
         yield to each such Investor an annualized internal rate of return equal
         to thirty percent. Concurrently with the closing on the acquisition of
         the JSM Assets, JSM shall purchase, and the Company shall re-convey to
         JSM, the Transfer Shares for an aggregate consideration of One Hundred
         Dollars ($100). The Purchase Option may be exercised by written notice
         to JSM received within ten days following a Change in Control ("Notice
         Period") if the Purchase Option is not exercised within the Notice
         Period, the option shall terminate and be of no further force of
         effect. Upon exercise of the Purchase Option, the purchase price for
         the JSM Assets shall be paid in immediately available funds within 10
         days following the expiration of the Notice Period. The Purchase Option
         shall terminate upon termination or non-renewal of the IC Agreement for
         any reason. In the event the Purchase Option is not exercised within
         eighteen (18) months from the date hereof, the Two Million Seven
         Hundred Thousand Dollars ($2,700,000) shall increase quarterly on the
         first day of each succeeding quarter annual anniversary date at the
         rate of ten percent per annum compounded quarterly.

<PAGE>

7.   Representations   of  the  Company.   The  Company   makes  the   following
representations that shall be true and accurate on the Effective Date:

         (a)  Ownership of the Branch Operations. The Company owns all right,
              title and interest in and to all assets utilized in, or
              constituting part of, the Branch Operations being transferred to
              JSM hereunder ("Assets"), free and clear of all liens, security
              interests, claims and encumbrances whatsoever, and upon delivery
              to JSM, at the Effective Date, of the Branch Operations, JSM shall
              be the lawful owner of the Assets and Branch Operations, free and
              clear of all liens, security interests, claims and encumbrances
              whatsoever.

         (b)  Authority.  The Company has the absolute  and  unrestricted
              right,  power, authority  and capacity to execute and deliver this
              Agreement and all documents and  instruments  specified  in it and
              to  perform  its  obligations  under this Agreement  and  under
              all  documents  and   instruments   specified  in  it  or
              contemplated by it. The execution, delivery and performance of
              this Agreement by the Company and all other agreements, documents
              and instruments specified herein have been duly  authorized by all
              necessary  action of the Company.  Neither the execution, delivery
              or performance  of this  Agreement by the Company,  nor the
              consummation of the transactions contemplated herein, will result
              in a breach or violation of, or default under,  or conflict  with,
              any law, rule,  regulation, judgment,  order,  decree,  mortgage,
              agreement,   indenture,   instrument  or arrangement  applicable
              to the Company.  This Agreement  constitutes  the legal, valid and
              binding  obligation of the Company  enforceable in accordance with
              its terms.  Neither the execution and delivery of this Agreement
              by the Company, nor the  consummation of the  transactions
              contemplated  by this  Agreement,  shall (whether  with or without
              notice or the  passage of time or both) (i) result in the
              creation  of any lien,  security  interest,  charge,  encumbrance
              or other similar right of any person upon the Assets,  (ii)
              constitute a violation by the Company of any applicable law, rule
              or regulation of any jurisdiction,  or (iii) violate or conflict
              with the  Certificate  of  Incorporation  or By-Laws of the
              Company.

<PAGE>

         (c)  Financial Information. Annexed hereto as Schedule 7(c) are the
              financial operating profit and loss statements for the Branch
              Operations for the month of November 2002 and year to date
              ("Financial Statements"). The Financial Statements are true,
              accurate and complete in all material respects, and fairly present
              the financial condition and results of operations of the Branch
              Operations as of the date, and for the periods, covered thereby,
              substantially in accordance with generally accepted accounting
              principles, consistently applied. The Financial Statements have
              been prepared from the books and records of the Company which
              books and records fairly reflect all transactions to which the
              Company was and is a part.

         (d)  Employment Matters. Set forth on Schedule 7(d) is a true and
              complete list of all employees of the Company being transferred to
              JSM, indicating with respect to each employee such employee's job
              title and the date of commencement of employment of such employee.
              No employees are covered by written employment agreements except
              as indicated on the schedule and copies of such agreements or
              summaries thereof have been provided to JSM. The Company is not in
              default in any material respect under any such agreement. This
              Agreement and the transactions contemplated hereby will not result
              in any obligation on the part of the Company to pay any employees
              severance pay, termination, retention or other benefits. The
              Company has filed all unemployment compensation returns required
              to be filed by the Company with respect to Transferred Personnel,
              and all taxes shown on such unemployment compensation tax returns
              have been properly and accurately determined, have been accrued to
              the extent that such taxes are not yet due, and have been paid to
              the extent that such taxes are due. The Company has paid all
              payroll withholding or other taxes due or payable in connection
              with the Transferred Personnel.

         (e)  Compliance with laws. The operations of the Company have been
              conducted in accordance with all applicable laws, regulations and
              other requirements of all national governmental authorities,
              regulatory authorities and of all states, municipalities and other
              political subdivisions and agencies thereof, haying jurisdiction
              over the Company, including, without limitations of the Company,
              antitrust, consumer protection, currency exchange, equal
              opportunity, health, occupational safety and pension matters,
              except for violations which could not reasonably be expected to
              have a material adverse effect on the business, assets or
              properties of the Company. Except as set forth on Schedule 7(e)
              hereof, during the last twelve (12) months, the Company has not
              received any notification of any asserted present or past failure
              by the Company to comply with such laws, rules or regulations.

<PAGE>

         (f)  SEC and NASD Matters. The Company is registered with the SEC and
              is a member in good standing with the NASD. The Company is
              registered with those States listed on the attached Schedule 7(f)
              to conduct business as a broker/dealer. The Company has authority,
              is in compliance under the NASD constitution and rules, and is
              currently registered and approved to conduct a securities
              business. Except as set forth on Schedule 7(f), there are no past,
              pending or threatened proceedings involving the SEC, the NASD or
              any state regulatory authority which may impair the ability of the
              Company to conduct business as a broker/dealer. To the best
              knowledge of the Seller, the Company is not in violation of the
              applicable provisions of the Securities Exchange Act or the
              general rules and regulations thereunder or the By-Laws and rules
              of the NASD. Except as otherwise disclosed in this Agreement or in
              any Exhibit or Schedule hereto, the Company is not the subject of
              any currently pending or threatened material customer complaint,
              inquiry, formal or official investigation, or disciplinary
              proceeding undertaken by the NASD concerning the Company, or any
              of its officers, directors, registered principals or registered
              representatives of which the Company or its agents have knowledge.
              There are no special restrictions or limitations imposed by the
              NASD or the SEC on the Company relating to the manner in which the
              Company conducts its business as a broker-dealer. As of the
              Effective Date, there will be no fees or assessments owed to the
              SEC, NASD, any state where the Company is registered, or to SIPC,
              other than those regular fees or assessments incurred in the
              ordinary course of business.

         (g)  Actions and Proceedings. There are no outstanding orders, charges,
              directives, writs, injunctions or decrees of any court,
              administrative agency, governmental or other regulatory body or
              arbitration tribunal against, or affecting, the Company or any of
              its property or assets which would have a material adverse effect
              on the operations, assets, properties, results or condition
              (financial or otherwise) of the Branch Operations.

(h)           Leases and Leaseholds. Copies of Leases for the Leaseholds have
              been delivered by the Company to JSM which leases are in full
              force and effect and there are no defaults existing thereunder.
                  .
(i)           Employee Benefit Plans. The Company has delivered to JSM copies of
              all Employee Benefit Plans in which any of the Transferred
              Personnel was or would have been eligible to participate. As used
              herein, "Employee Benefit Plan" means any pension, profit-sharing,
              retirement, deferred compensation, bonus, stock purchase, stock
              option, severance, hospitalization, medical insurance, life
              insurance, medical and dental insurance, fringe benefit, vacation
              policy, permissible leave policy or other employee benefit plan,
              agreement, arrangement or understanding.

<PAGE>

(j)           Insurance. Schedule 7(j) contains a complete and correct list of
              all insurance policies carried by, or covering, the Company with
              respect to its business and the Branch Operations, together with,
              in respect of each such policy, the name of the insurance carrier,
              the policy number, the risk insured against, the limits of
              coverage, the policy term and the expiration date thereof. All
              such policies are in full force and effect, and no notice of
              cancellation has been given with respect to any such policy. All
              premiums due thereon have been paid in a timely manner.

(k)           Third Party Consents. Except with respect to the consent of the
              NASD, there are no consents, waivers, authorizations or approvals
              of any governmental or securities regulatory authority, or of any
              other person, that are required in connection with the execution
              and delivery of this Agreement or the performance by the parties
              of their respective obligations hereunder.

(l)          Survival. All of the representations contained in this Section 7
             shall survive for a period of eighteen months following the
             Effective Date.

8.  Representations  of  JSM.  JSM  makes  the  following   representations  and
warranties that shall be true and accurate on the Effective Date:

         (a)  Authority. JSM has full power and authority to execute and deliver
              this Agreement and all agreements, documents and instruments
              specified in it, and to perform its obligations under this
              Agreement and under such instruments and documents.

         (b)  Authorization. Neither the execution, delivery or performance of
              this Agreement by JSM, nor the consummation of the transactions
              contemplated herein, will result in a breach or violation of, or
              default under, or conflict with, any law, rule, regulation,
              judgment, order, decree, mortgage, agreement, indenture,
              instrument or arrangement applicable to JSM.

         (c)  Binding Obligation. This Agreement and the other agreements,
              documents and instruments specified herein to be executed and
              delivered at the Closing constitute legal, valid and binding
              obligations of JSM, enforceable against JSM in accordance with
              their respective terms.

         (d)  Approval of Transaction. Except for the consent of the NASD, no
              consent, approval, authorization, license, permit or other action
              by, and no filing or registration with any governmental or
              regulatory authority is required for the execution and delivery of
              this Agreement by the JSM, or for the consummation by the JSM of
              the transactions contemplated by this Agreement.
<PAGE>

         (e)  Claims and Litigation. No actions, suits, claims, litigation,
              arbitration proceedings, administrative proceedings or
              investigations are pending or threatened against JSM which could
              adversely affect the consummation of this transaction.

         (f)  Transfer Shares. The Transfer Shares, when issued, will be free
              and clear of all liens, security interests, claims and
              encumbrances whatsoever, and upon delivery to the Company, at the
              Effective Date, of the certificates representing the Transfer
              Shares, duly endorsed for transfer to the Company, the Company
              shall be the lawful owner of the Transfer Shares, free and clear
              of all liens, security interests, claims and encumbrances
              whatsoever. The Transfer Shares represent 19.9% of the outstanding
              shares of capital stock of the Company as at the Effective Date.
              Schedule 8 (f) sets forth the capitalization, ownership,
              outstanding options, warrants or similar share rights, and
              corporate chart showing all subsidiaries and affiliates of JSM.

         (g)  Survival.  All of the representations contained in this Section 8
              shall survive for a period of eighteen months following
              the Effective Date.

 9.  Indemnification.

         (a) Except as otherwise provided herein below, JSM shall indemnify and
 hold harmless the Company and its respective affiliates, officers, directors,
 shareholders, employees and controlling persons and the Company shall indemnify
 and hold harmless JSM and its respective affiliates, officers, directors,
 shareholders employees and controlling persons (the indemnifying party in each
 case being referred to as the "Indemnifying Party" and the indemnified party in
 each case being referred to as the "Indemnified Party"), against and in respect
 of any claim, damage, loss liability award, cost or expense resulting from any
 claims actions suits arbitrations, proceedings, demands, judgments, costs or
 expenses (including reasonable legal expenses) arising from or incurred in
 connection with any of the following:

(i)      Any  unauthorized  actions,  violations  of  securities  laws,  rules
         or  regulations;  breach  by the  Indemnifying  party of supervisory or
         compliance  procedures and manuals;  misconduct by the  Indemnifying
         Party (or by any other person employed at or associated  with a branch
         office of the respective  party);  or any other  activity of the
         Indemnifying  Party,  or by any other person  employed at or associated
         with either the main office or a branch  office of such  Indemnifying
         Party,  as the case may be, or otherwise resulting from the operation
         of the main office or the branch office, as the case may be;
         (ii)     Investigations incident to the forgoing;
         (iii)    Any  negligent  act or omission of the  Indemnifying  Party
         (and any  negligent  act or omission by any other  person employed at
         or  associated  with the main office or a branch office of such party)
         or otherwise  resulting  from the operation of the main office or the
         branch office, as the case may be;
         (iv)     With respect to JSM, any and all  obligations  with respect to
         operation of the Branch  Operations from and after the Effective Date.
         (v)      With respect to the Company,  any and all  obligations  with
         respect to operation of the Branch  Operations  prior to the Effective
         Date.
<PAGE>


         (b) Except as may be provided below, each party shall indemnify and
hold harmless the other party for any misrepresentation, omission, or breach of
any agreement, representation, covenant term or condition on the part of the
other party to be performed fulfilled or complied with under this agreement or
any other document furnished by one to the other.

         (c) The Indemnifying Party will not, without the prior written consent
of the Indemnified Party, settle, compromise or consent to the entry of any
judgment in any pending or threatened claim, arbitration, action or proceeding
in respect of which any liability could be asserted against the Indemnified
Party, unless such settlement, compromise or consent includes an unconditional
general release of the Indemnified Party from all liability arising out of such
claim or proceeding.

         (d) Promptly after receipt by an Indemnifying Party of notice of the
commencement of any action, the Indemnifying Party will, if a claim is made
against the Indemnified Party, notify the Indemnified Party. In case any action
is brought against an Indemnified Party, the Indemnified Party will be entitled
to participate therein and assume the defense thereof with counsel reasonably
satisfactory to the Indemnifying Party; provided, however, the where the claims
would exceed $150,000, the Indemnifying Party shall have the right to appoint
qualified legal counsel reasonably acceptable to the Indemnified Party to defend
the matter.

         (e) In the event an Indemnifying Party fails to defend any action
described herein, the Indemnified Party shall have the right to assume such
defense, retain counsel and settle or dispose of such matter in its sole
discretion, and the Indemnifying Party shall be responsible for the payment of
any settlement, award or the like in addition to the costs and attorney's fees
incurred in connection with the defense.

10.       IC Agreement Term.  The Term of the IC Agreement shall be and is
hereby amended as follows:
(a) Section 2 of the IC Agreement shall be read to provide that the initial term
is reduced from three (3) years to eighteen (18) months.

(b) Sections 19 f. (ii) and (iii) of the IC  Agreement  shall be read to provide
any  Change in  Control as  defined  in the  Employment  Agreement  shall not be
deemed,  or in any be grounds for, an event of default.

(c)  Section  19 f.  (iii) of the IC  Agreement  shall be read to  provide  that
resignation  or  voluntary  termination  by  the  Independent  Contractor  under
Sections 5 (a) (2) and 6 (c) of the Employment Agreement shall not be deemed, or
be grounds for, an event of default.

(d)  Section 19 g. is hereby  deleted in its  entirety.  and  amended to provide
that, additionally, the Independent Contractor can terminate the IC Agreement in
the event of the  insolvency or bankruptcy of the Company or a material  adverse
change in the  business  prospects  of the Company  which could  reasonably  and
imminently jeopardize the ability of the Company to continue in business.

<PAGE>

11.  Issuance of Warrant.  In  consideration  of JSM's  agreement to acquire the
Branch  Operations  and to enter into the IC  Agreement,  on the date hereof the
Company shall issue to JSM the Warrant described in Schedule C.

12. Miscellaneous.

         (a) Entire Agreement. This Agreement (together with the Schedules and
Exhibits hereto and the IC Agreement) contains, and is intended as a complete
statement of all of the terms of the arrangements between the parties with
respect to the matters provided for, and, except as provided herein, supersedes
any previous agreements and understandings between the parties with respect to
those matters. This Agreement is designed to amend and supplement the IC
Agreement which shall remain in full force and effect in accordance with its
terms.

         (b) Governing Law. This Agreement shall be governed by, and construed
and  enforced in  accordance  with,  the laws of the State of New York,  without
regard to its principles of conflicts of law.

         (c) Headings. The section headings of this Agreement are for reference
purposes only and are to be given no effect in the construction or
interpretation of this Agreement.

         (d) Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered personally, mailed
by registered mail, return receipt requested, sent by recognized overnight
delivery service or, to the extent receipt is confirmed, by facsimile, telefax,
or other electronic transmission service, to the parties at their respective
addresses set forth in the preamble to this Agreement.

         (e) Amendment and Waiver. No provision of this Agreement may be amended
or modified except by an instrument or instruments in writing signed by the
parties hereto. Any party may waive compliance by another party with any of the
provisions of this Agreement. No waiver of any provision hereof shall be
construed as a waiver of any other provision. Any waiver must be in writing.

         (f) Assignment and Binding Effect. Neither party hereto may assign any
of its rights or delegate any of its duties under this Agreement without the
prior written consent of the other party; provided that, consistent with the
terms of the IC Agreement, the Independent Contractor may assign any of his
rights and duties hereunder to JSM if it is legally permissible to do so. All of
the terms and provisions of this Agreement shall be binding on, and shall inure
to the benefit of, the respective heirs, personal representatives, successors
and permitted assigns of the parties.

<PAGE>

          (g) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and each party thereto
may become a party hereto by executing a counterpart hereof. This Agreement and
any counterpart so executed shall be deemed to be one and the same instrument.

           (h) Expenses. Each of the parties hereto shall bear its own expenses
relating to the transactions contemplated hereby.

           (i) Further Assurances. Each party covenants that it will execute
such additional documents and take such additional actions as may be reasonably
requested by any other party to confirm or perfect or otherwise to carry out the
intent and purposes of this Agreement and the transactions related hereto, and
that it will promptly take all commercially reasonable efforts to obtain all
licenses and approvals required to consummate the transactions contemplated
hereby.

          (j) Arbitration. Any controversy, claim or counterclaim arising out of
or in connection with this Agreement, whether in contract, in tort or asserting
rights created by Federal or state statues or otherwise, shall be governed by
the Code of Arbitration Procedure of the NASD. Arbitration shall be conducted in
Atlanta, Georgia in accordance with the Rules of the NASD, and judgment on the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. The arbitrators may grant any remedy or relief that they
deem just and equitable including, but not limited to, specific performance of a
contract. Each party irrevocably consents to subject matter and personal
jurisdiction before the NASD. The parties covenant that under no conditions will
any of them file any action at law against any other party or bring any claim in
any forum other than before the NASD; provided, however, that all parties hereto
consent to the jurisdiction of any court of competent jurisdiction to obtain any
preliminary relief, such as a restraining order, injunction, or any other
immediate relief sought, pending the determination of the arbitration
proceeding.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date and year first above written.

JSM CAPITAL HOLDING CORP.           VFINANCE INVESTMENTS, INC.

BY:_____________________________    By:___________________________



INDEPENDENT CONTRACTOR


-----------------------------
John S. Matthews, Individually