Exhibit 10.44


                                  OFFICE LEASE


                                   - Between -

                        ZENITH PROFESSIONAL CENTER, LTD.,
                          a Florida limited partnership
                                   as Landlord

                                     - and -

                                 VFINANCE, INC.
    a Delaware corporation authorized to do business in the State of Florida
                                    as Tenant




                          Dated: As of January 1, 2003



<PAGE>

                                    INDEX TO

                                  OFFICE LEASE

SECTION                                                                    PAGE

BASIC LEASE INFORMATION RIDER.................................................i
1.      PREMISES; COMMON AREAS................................................1
2.      LEASE TERM; LEASE DATE................................................1
3.      RENT..................................................................1
4.      SECURITY DEPOSIT......................................................4
5.      USE...................................................................4
6.      DELAY OF POSSESSION...................................................5
7.      ACCEPTANCE OF PREMISES; LANDLORD'S WORK...............................5
8.      PARKING...............................................................5
9.      BUILDING SERVICES.....................................................5
10.     SECURITY..............................................................7
11.     REPAIRS AND MAINTENANCE...............................................7
12.     TENANT'S ALTERATIONS..................................................9
13.     LANDLORD'S ADDITIONS AND ALTERATIONS..................................9
14.     ASSIGNMENT AND SUBLETTING.............................................9
15.     TENANT'S INSURANCE COVERAGE..........................................11
16.     LANDLORD'S INSURANCE COVERAGE........................................12
17.     SUBROGATION..........................................................12
18.     DAMAGE OR DESTRUCTION BY CASUALTY....................................13
19.     CONDEMNATION AND EMINENT DOMAIN......................................13
20.     LIMITATION OF LANDLORD'S LIABILITY; INDEMNIFICATION..................14
21.     COMPLIANCE WITH ENVIRONMENTAL LAWS AND PROCEDURES....................15
22.     COMPLIANCE WITH LAWS AND PROCEDURES..................................17
23.     RIGHT OF ENTRY.......................................................17
24.     DEFAULT..............................................................17

                                       i

<PAGE>

25.     LANDLORD'S REMEDIES FOR TENANT'S DEFAULT.............................18
26.     LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT.....................18
27.     LIENS................................................................18
28.     NOTICES..............................................................19
29.     MORTGAGE; ESTOPPEL CERTIFICATE; SUBORDINATION........................19
30.     ATTORNMENT AND MORTGAGEE'S REQUEST...................................20
31.     TRANSFER BY LANDLORD.................................................20
32.     SURRENDER OF PREMISES; HOLDING OVER..................................20
33.     NO WAIVER; CUMULATIVE REMEDIES.......................................21
34.     WAIVER OF JURY TRIAL.................................................21
35.     CONSENTS AND APPROVALS...............................................21
36.     RULES AND REGULATIONS................................................21
37.     SUCCESSORS AND ASSIGNS...............................................21
38.     QUIET ENJOYMENT......................................................21
39.     ENTIRE AGREEMENT.....................................................21
40.     MISCELLANEOUS........................................................21
EXHIBIT(S):
----------

Exhibit "A" Floor Plan
Exhibit "B" Rules and Regulations
Exhibit "C" Existing Telecommunications Equipment



GUARANTY: None

RIDERS AND ADDENDA

First Addendum
Satellite Dish Rider
Stock Warrant Rider
Right of First Refusal


                                       ii

<PAGE>

                          BASIC LEASE INFORMATION RIDER

                                  OFFICE LEASE



Preamble                  Date of Lease:  January 1, 2003
Page 1
Preamble                  Landlord:  ZENITH PROFESSIONAL CENTER, LTD., a Florida
                          limited partnership
Page 1
Preamble                  Tenant:  VFINANCE, INC., a Delaware corporation
                          authorized to do business in the State of
Page 1                    Florida
Section 1                 Premises:  Suite 300, 3010 Military Trail, Boca Raton,
                          Florida, subject to Refusal Right
Page 1                    provided in the Right of First Refusal Rider

Section 1                 Net Rentable Area of Premises:  Approximately 8,787
                          rentable square feet (includes a
Page 1                    common area load factor of 15.87%)
Section 2                 Lease Commencement Date:  January 1, 2003.
Page 1
Section 2                 Expiration Date:  August 31, 2008.
Page 1
Section 2                 Lease Term:  Sixty Eight (68) calendar months.
Page 1
Section 2                 Rent Commencement Date:  The Lease Commencement Date.
Page 1
Section 3                 Base Rent:  During the first six (6) months of the
                          Lease Term, Base Rent shall be $27.00
Page 1                    per rentable square foot, to wit: $237,249.00 per
                          annum, paid in equal monthly installments of
                          $19,770.75, plus all applicable taxes. Commencing
                          July 1, 2003, Base Rent shall be reduced to $25.90 per
                          rentable square foot, to wit: $227,583.33 per annum,
                          paid in equal monthly installments of $18,965.28, plus
                          all applicable taxes, and subject to the escalations
                          to Base Rent set forth in Section 3.(b).
Section 3                 Tenant's Percentage Share:  28.46%
Page 2
Section 3                 Additional Rent:  Estimated to be $6.94 per rentable
                          square foot, to wit:  $60,981.78, per
Page 2                    annum, paid in equal monthly installments of
                          $5,081.82, plus all applicable taxes, but subject to
                          adjustments and reconciliations, all as provided for
                          in Section 3 of this Lease.
Sections                  Security Deposit:  $35,869.02, payable by Tenant as
                          follows:  (i) $18,969.00 is already on
3, 4                      deposit with landlord and (ii) $16,900.02 payable in
                          four  (4) equal installments of
Page 4                    $4,225.00 on March 15, 2003 April 15, 2003, May 15,
                          2003 and on June 15, 2003.
Section 5                 Use of Premises:  General office use including
                          internet banking, stock brokerage and sales,
Page 4                    insurance brokerage and sales, and other financial
                          services.
                          Tenant's Address for Notices After Lease Commencement
                          Date:

                          Tenant
                          The Premises

                          Landlord's Address for Notices:
                          Zenith Professional Center, Ltd.
                          c/o Brenner Real Estate Group
                          1000 East Hillsborough Boulevard
                          Deerfield Beach, Florida 33441
                          Attention:  Scott Brenner, Esq.
                          ---------

                          With a copy (for informational purposes only) to:
                          Proskauer Rose, LLP
                          Suite 340 West
                          2255 Glades Road
                          Boca Raton, Florida 33431
                          Attention: George A. Pincus, Esq.
                          ---------

                                      (i)

<PAGE>

Section 8                 Number of Unassigned Parking Spaces in
Page 5                    Uncovered Parking Area: 36
Section  8                Number of Reserved Parking Spaces in Covered Parking
                          Area:  8, for which Tenant shall pay
Page 5                    $75.00 per space per month for five (5) of the
                          aforementioned Reserved Parking Space,
                          subject to increases as set forth in Section 8.
Section 15                Amount of Commercial General Liability Insurance:
Page 11                   $2,000,000
Section 40                Tenant's Real Estate Broker:
Page 21                   None
                          Landlord's Real Estate Broker:
                          Brenner Real Estate Group
                          1000 Ease Hillsborough Boulevard
                          Deerfield Beach, Florida 33441



                        Certain of the information relating to the Lease,
including many of the principal economic terms, are set forth in the foregoing
Basic Lease Information Rider (the "BLI Rider"). The BLI Rider and the Lease
are, by this reference, hereby incorporated into one another. In the event of
any direct conflict between the terms of the BLI Rider and the terms of the
Lease, the BLI Rider shall control. Where the Lease simply supplements the BLI
Rider and does not conflict directly therewith, the Lease shall control.

                        IN WITNESS WHEREOF, Landlord and Tenant have signed this
BLI Rider as of this _____ day of  ________________, 2003.



Witnesses:                                 "LANDLORD"
                                            --------

                                          ZENITH PROFESSIONAL CENTER, LTD.,
                                          a Florida limited partnership

                                           By:   3010 HOLDINGS, INC., a Florida
                                                 corporation, general partner


                                           /s/ Scott Brenner
                                               Scott Brenner
                                               President
                                               January 10th, 2003


                                           "TENANT"
                                            ------
                                          VFINANCE, INC., a Delaware corporation
                                          authorized to do business in the State
                                          of Florida




                                           /s/ Leonard J. Sokolow
                                               Leonard J. Sokolow
                                               Chief Executive Officer
                                               January 10th, 2003



                                     (iii)

<PAGE>


                                  OFFICE LEASE

                  THIS LEASE ("Lease") is made as of the ____ day of January,
2003, by and between ZENITH PROFESSIONAL CENTER, INC., a Florida limited
partnership ("Landlord"), and VFINANCE, INC., a Delaware corporation authorized
to do business in the State of Florida ("Tenant").

                              W I T N E S S E T H:

     1. PREMISES; COMMON AREAS: Landlord leases to Tenant and Tenant leases from
Landlord the premises in the commercial office building located at 3010 Military
Trail,  City of Boca Raton,  County of Palm Beach,  Florida  (together  with the
covered and uncovered  parking  facilities  sometimes  collectively  referred to
herein as the  "Building")  known by that certain  suite number set forth in the
Basic Lease  Information  Rider (the "BLI Rider")  attached to the front of this
Lease and  incorporated  into this Lease by this reference,  which space is more
particularly  shown on the floor plan attached hereto as Exhibit "A" and by this
reference  incorporated  herein (the "Premises").  The parties hereby agree that
the Premises contain the number of net rentable square feet set forth in the BLI
Rider. In addition to the Premises,  Tenant has the right to use, in common with
others,  the lobby,  public entrances,  public stairways and public elevators of
the Building if any.  The common areas  serving the  Building,  including  those
referenced above, the parking  facilities,  and all others, will at all times be
subject to Landlord's  exclusive  control and management in accordance  with the
terms and provisions of this Lease.

     2. LEASE  TERM;  LEASE DATE:  The lease term (the "Lease  Term") is for the
period of time set forth in the BLI Rider,  commencing on the Lease commencement
date set forth in the BLI Rider (the  "Lease  Commencement  Date") and ending on
the Lease  expiration date set forth in the BLI Rider (the  "Expiration  Date").
Tenant's  obligation to pay all rent,  including Base Rent,  Additional Rent and
Other Rent,  (collectively,  "Rent"), as such terms are hereafter defined,  will
commence  on the rent  commencement  date set forth in the BLI Rider  (the "Rent
Commencement  Date").  For  purposes of this Lease,  "Lease Year" shall mean and
refer to the  period of twelve  (12)  calendar  months  commencing  on the Lease
Commencement  Date, and each  successive  period of twelve (12) calendar  months
during the Lease Term.

     3. RENT:

                      (a)   Base Rent. During the Lease Term, Tenant will pay as
                            the base rent for the Premises (the "Base Rent") the
                            amounts set forth in the BLI Rider, with same being
                            payable without demand, setoff or deduction, in
                            advance, on or before the first day of each month,
                            in equal monthly installments of the amounts set
                            forth in the BLI Rider, plus applicable sales and
                            other such taxes as are now or later enacted.

                      (b)   Escalations to Base Rent. Commencing on the first
                            anniversary of the Rent Commencement Date, and on
                            each subsequent anniversary of the Rent Commencement
                            Date (each such date an "Adjustment Date"), the Base
                            Rent shall be increased annually to an amount equal
                            to the Base Rent in effect during the last month of
                            the first Lease Year, multiplied by a fraction, the
                            numerator of which shall be the "Index" (as defined
                            below) published for the tenth (10th) calendar month
                            of the immediately preceding Lease Year, and the
                            denominator of which shall be the Index published
                            for the calendar month of the Rent Commencement Date
                            provided, however, that the increased Base Rent for
                            each Lease Year shall not be: (i) less than the Base
                            Rent for the prior Lease Year multiplied by 103% or
                            (ii) greater than the Base Rent for the prior Lease
                            Year multiplied by 105%.

The Base Rent, as increased, shall then be payable during the ensuing Lease Year
in the same manner as otherwise provided for the payment of the Base Rent. The
"Index" shall be defined as the "Consumer Price Index for all Urban
Consumers-All Cities (1982-84 = 100)" (the national index). (Such index being
that published by the Bureau of Labor Statistics of the United States Department
of Labor.) If for any reason the Index is not published for any particular month
during the Lease Term as may be required for the foregoing computation of the
increased Base Rental, then the Index next published shall be used in its stead;
and in the event that the Index shall no longer be published, or if the method
of computing the Index shall be substantially altered, then another index
generally recognized as authoritative and reflecting data substantially similar
to the information used to compute the Index shall be substituted for the Index
as reasonably determined by Landlord. In the event that for any reason
whatsoever (whether due to the lack of an index or dispute or otherwise),
Landlord is unable to notify Tenant of the increased Base Rent payable during
any Lease Year, Tenant shall continue to pay the monthly installments of the
Base Rent payable during the immediately preceding Lease Year, until such time
as notice of the appropriate Base Rent amount is given, at which time Tenant
shall promptly pay the full amount of any deficiency resulting from the
underpayment of Base Rent.

<PAGE>

                      (c)   Additional Rent. Tenant shall pay, as Additional
                            Rent ("Additional Rent"), prorated for that part of
                            the Lease Term within the applicable calendar year,
                            Tenant's Percentage Share ("Tenant's Percentage
                            Share"), as hereafter defined, of the total amount
                            of (i) the annual operating expenses ("Operating
                            Expenses"), as hereafter defined, and (ii) the
                            annual taxes ("Taxes"), for the Building. For all
                            years during the Lease Term, Landlord shall, in
                            advance, reasonably estimate for each such calendar
                            year the total amount of the Additional Rent.
                            One-twelfth (1/12) of the estimated Additional Rent
                            (plus all applicable taxes now existing or hereafter
                            enacted) shall be payable monthly, along with the
                            monthly payment of the Base Rent. Landlord shall use
                            its best efforts to make such estimate on or before
                            January 1 of each calendar year. On or before March
                            31 following a year for which Additional Rent is
                            payable hereunder, Landlord shall use its best
                            efforts to provide Tenant with the amount of the
                            actual Additional Rent for the previous year, and a
                            reasonable breakdown of the items included therein,
                            together with an invoice for any underpayments of
                            Additional Rent (to be paid within thirty (30) days
                            following receipt of such invoice, or to be included
                            with the next monthly payment of Rent, whichever
                            shall first occur) or a check to Tenant to reimburse
                            Tenant for any overpayment of Additional Rent. For a
                            period of thirty (30) days after receipt of the
                            aforedescribed reconciliation statements, Tenant
                            shall have the right, upon advance notice, to visit
                            Landlord's office in the Building during Business
                            Hours, as hereafter defined, to inspect its books
                            and records concerning the Additional Rent. The
                            delivery of the aforedescribed projection statement
                            after January 1 and/or the reconciliation after
                            March 31 shall not be deemed a waiver of any of
                            Landlord's rights to collect monies and/or a waiver
                            of any of the duties and obligations of Tenant as
                            described in this section or as provided elsewhere
                            in this Lease.

                      (d)   Definition of Material Terms.

     (i) The term  "Operating  Expenses"  shall  mean  (1) any and all  costs of
ownership,  management,  operation and  maintenance of the Building,  including,
without limitation,  wages,  salaries,  professionals'  fees, taxes,  insurance,
benefits and other payroll burdens of all employees, Building Management fee not
to exceed five percent (5%) of gross receipts,  janitorial,  maintenance,  guard
and other  services,  building  management  office rent or rental value,  power,
fuel, water, waste disposal,  landscaping care, lighting,  garbage removal, pest
control, window cleaning, system maintenance, parking area care, and any and all
other utilities, materials, supplies, maintenance, repairs, insurance applicable
to the Building and Landlord's  personal  property and  depreciation on personal
property,  and (2) the cost (amortized  over such reasonable  period as Landlord
shall  determine  together with interest at the rate of twelve percent (12%) per
annum  on the  unamortized  balance)  of any  capital  improvements  made to the
Building by Landlord  after the date of this Lease that reduce  other  Operating
Expenses or made to the  Building by Landlord  after the date of this Lease that
are required under any governmental law or regulation;  provided,  however, that
Operating  Expenses shall not include real property  taxes,  depreciation on the
Building  other than  depreciation  on carpeting in public  corridors and common
areas,  costs  of  tenants'  improvements,  real  estate  broker's  commissions,
interest and capital items other than those referred to in subsection (2) above.
Landlord shall maintain  accounting  books and records in accordance  with sound
accounting  principles.  In determining the amount of Operating Expenses for any
calendar year, (i) if less than one-hundred percent (100%) of the Building shall
have been occupied by tenants and fully used by them,  Operating  Expenses shall
be  increased  to an amount  equal to the like  operating  expenses  which would
normally be expected to be incurred had such occupancy been one-hundred  percent
(100%) and had such full  utilization been made during the entire period or (ii)
if Landlord is not furnishing  particular work or services (the cost of which if
performed by Landlord would constitute an Operating Expense) to a tenant who has
undertaken to perform such work or service in lieu of the performance thereof by
Landlord,  Operating Expenses shall be deemed to be increased by an amount equal
to the additional  expense which would reasonably have been incurred during such
period by Landlord had Landlord  furnished  such work or service to such tenant.
Landlord  hereby  agrees to deduct  each year from the  amount of the  Operating
Expenses the total amount of any and all sums, amounts or charges paid by Tenant
or other tenants of the Building  directly to Landlord or its agent for specific
tenant requested services.

                                       2

<PAGE>

     (ii) The term  "Taxes"  shall  mean the gross  amount  of all  impositions,
taxes, assessments (special or otherwise), water and sewer assessments and other
governmental liens or charges of any and every kind, nature and sort whatsoever,
ordinary and extraordinary,  foreseen and unforeseen,  and substitutes therefor,
including all taxes  whatsoever  (except for taxes for the following  categories
which shall be excluded from the definition of Taxes: any  inheritance,  estate,
succession,  transfer or gift taxes  imposed  upon  Landlord or any income taxes
specifically  payable by Landlord as a separate tax-paying entity without regard
to Landlord's  income  source as arising from or out of the Building  and/or the
land on which it is located)  attributable  in any manner to the  Building,  the
land on which the  Building  is  located or the rents  (however  the term may be
defined) receivable  therefrom,  or any part thereof, or any use thereon, or any
facility located therein or used in conjunction therewith or any charge or other
amount required to be paid to any governmental authority,  whether or not any of
the foregoing shall be designated "real estate tax", "sales tax",  "rental tax",
"excise tax", "business tax", or designated in any other manner.

     (iii) The term  "Tenant's  Percentage  Share" shall mean the percentage set
forth in the BLI Rider. Landlord and Tenant acknowledge that Tenant's Percentage
Share has been obtained by taking the net rentable  area of the Premises,  which
Landlord and Tenant hereby stipulate for all purposes is the amount set forth in
the BLI Rider,  and dividing  such number by the total net rentable  area of the
Building,  which Landlord and Tenant hereby stipulate for all purposes is 30,872
net rentable  square feet,  and  multiplying  such quotient by 100. In the event
Tenant's  Percentage  Share is  changed  during a  calendar  year by reason of a
change in the net rentable area of the Premises, Tenant's Percentage Share shall
thereafter mean the result obtained by dividing the new net rentable area of the
Premises by 30,872 net rentable square feet and multiplying such quotient by 100
and for the  purposes  of  Section  3.(b)  Tenant's  Percentage  Share  shall be
determined  on the  basis  of the  number  of days  during  such  calendar  year
applicable to each such Tenant's Percentage Share.

     (iv) The term "Rent" shall mean the sum of the Base Rent and the Additional
Rent and the Parking  Rent and, in the event of a default  hereunder  by Tenant,
shall also include Other Rent. The term "Other Rent" is sometimes used herein to
refer to any and all other sums payable by Tenant hereunder,  including, but not
limited  to,  parking  charges.  Tenant  agrees to pay Other Rent upon demand by
Landlord  and  that  Other  Rent is to be  treated  in the same  manner  as Rent
hereunder,  both in terms of the lien for Rent herein  provided  and in terms of
the default provisions herein contained.

                      (e)   Related Provisions.

     (i) Tenant  covenants  and agrees to pay a late  charge for any  payment of
Rent not  received by  Landlord on or before the tenth  (10th) day of each month
and for any other  payment,  such as Other Rent,  not received by Landlord on or
before the date when same is due.  Said late charge  shall be computed  from the
first day of the month in the case of Rent and from the date when same is due in
the case of Other Rent.  The amount of the late charge  shall be an amount equal
to  the  interest  accruing  on  the  sum(s)  outstanding,  with  such  interest
commencing on the dates  aforesaid,  ending on the date of receipt of the sum(s)
by Landlord and having a rate equal to eighteen  percent (18%) per annum. In the
event any late  charge  is due to  Landlord,  Landlord  shall  advise  Tenant in
writing  and Tenant  shall pay said late  charge to  Landlord  along with and in
addition to the next payment of Rent.

     (ii) Landlord shall notify Tenant in writing of any and all  adjustments to
Base Rent. In addition to Base Rent and Additional Rent, Tenant shall and hereby
agrees  to pay to  Landlord  each  month a sum equal to any  sales  tax,  tax on
rentals and any other similar charges now existing or hereafter  imposed,  based
upon the  privilege  of leasing  the space  leased  hereunder  or based upon the
amount of rent collected therefor.

     (iii) If Tenant's  possession  of the  Premises  commences on any day other
than the first day of the month,  Tenant  shall  occupy the  Premises  under the
terms of this  Lease  and the pro  rata  portion  of the  Rent  shall be paid by
Tenant;  provided,  however,  that in such an event the Lease Commencement Date,
for the purposes of this Lease, shall be deemed to be the first day of the month
immediately following the month in which possession is given.

                                       3

<PAGE>

     (iv)  Additional Rent for the final months of this Lease is due and payable
even though it may not be calculated  until subsequent to the Expiration Date of
the Lease. Tenant expressly agrees that Landlord, at Landlord's sole discretion,
may apply  the  Security  Deposit,  as  hereafter  defined,  in full or  partial
satisfaction  of any Additional  Rent due for the final months of this Lease. If
said Security Deposit is greater than the amount of any such Additional Rent and
there are no other  sums or  amounts  owed  Landlord  by Tenant by reason of any
other terms,  provisions,  covenants or conditions of this Lease,  then Landlord
shall refund the balance of said Security  Deposit to Tenant as provided herein.
Nothing herein  contained  shall be construed to relieve  Tenant,  or imply that
Tenant is relieved, of the liability for or the obligation to pay any Additional
Rent due for the final months of this Lease by reason of the  provisions of this
Section,  nor shall Landlord be required first to apply said Security Deposit to
such  Additional  Rent if there are any other sums or amounts  owed  Landlord by
Tenant by reason of any other terms, provisions, covenants or conditions of this
Lease.

     4. SECURITY DEPOSIT: Tenant, concurrently with the execution of this Lease,
has  deposited  with  Landlord  the  amount  set  forth in the BLI  Rider as the
security deposit ("Security  Deposit")  hereunder.  This sum will be retained by
Landlord  as  security  for the payment by Tenant of the Rent and Other Rent and
for the faithful  performance by Tenant of all the other terms and conditions of
this  Lease.  In the event  Tenant  fails to  faithfully  perform  the terms and
conditions of this Lease,  Landlord, at Landlord's option, may at any time apply
the Security  Deposit or any part thereof  toward the payment of the Rent and/or
Other Rent and/or  toward the  performance  of Tenant's  obligations  under this
Lease.  In such event,  within five (5) days after  notice,  Tenant will deposit
with  Landlord cash  sufficient to restore the Security  Deposit to its original
amount.  Landlord  will  return the unused  portion of the  Security  Deposit to
Tenant  within  thirty (30) days after the  Expiration  Date if Tenant is not in
violation  of any of the  provisions  of this  Lease.  Landlord  may (but is not
obligated  to)  exhaust any or all rights and  remedies  against  Tenant  before
resorting to the Security  Deposit.  Landlord will not be required to pay Tenant
any interest on the  Security  Deposit nor hold same in a separate  account.  If
Landlord  sells or otherwise  conveys the  Building,  Landlord  will deliver the
Security  Deposit or the  unapplied  portion  thereof  to the new owner.  Tenant
agrees that if Landlord turns over the Security Deposit or the unapplied portion
thereof  to the new  owner,  Tenant  will look to the new owner  only and not to
Landlord for its return upon  expiration  of the Lease Term.  If Tenant  assigns
this Lease with the  consent of  Landlord  (as  expressly  provided  for in this
Lease),  the Security  Deposit will remain with  Landlord for the benefit of the
new tenant and will be returned to such tenant upon the same conditions as would
have entitled Tenant to its return.

     5.               USE:

                      (a)   General Office Use. Tenant will use and occupy the
                            Premises solely for general office use and solely
                            for the operation of the business set forth in the
                            BLI Rider. Tenant acknowledges that its type of
                            business, as above specified, is a material
                            consideration for Landlord's execution of this
                            Lease. Tenant will not commit waste upon the
                            Premises nor suffer or permit the Premises or any
                            part of them to be used in any manner, or suffer or
                            permit anything to be done in or brought into or
                            kept in the Premises or the Building, which would:
                            (i) violate any law or requirement of public
                            authorities, (ii) cause injury to the Building or
                            any part thereof, (iii) annoy or offend other
                            tenants or their patrons or interfere with the
                            normal operations of HVAC, plumbing or other
                            mechanical or electrical systems of the Building or
                            the elevators installed therein, (iv) constitute a
                            public or private nuisance, or (v) alter the
                            appearance of the exterior of the Building or of any
                            portion of the interior other than the Premises
                            pursuant to the provisions of this Lease. Tenant
                            agrees and acknowledges that Tenant shall be
                            responsible for obtaining any special amendments to
                            the certificate of occupancy for the Premises and/or
                            the Building and any other governmental permits,
                            authorizations or consents required solely on
                            account of Tenant's use of the Premises.

     (i) Prohibited  Uses.  Tenant hereby  represents,  warrants and agrees that
Tenant's  business  is not and  shall  not be  used,  (i) for  the  business  of
photographic,  multilith or multigraph reproductions or offset printing; (ii) as
a savings bank, a savings and loan company open to the general public,  (iii) as
a  restaurant  or  bar  or for  the  sale  of  confectionery,  soda,  beverages,
sandwiches,  ice  cream or baked  goods or for the  preparation,  dispensing  or
consumption  of food or  beverages in any manner  whatsoever,  (iv) as a news or
cigar stand, (v) as an employment  agency,  labor union office, or music studio,
school  (except for the training of employees,  clients or customers of Tenant),
or (vi) as a barber shop or beauty salon,  nor shall  Tenant's use conflict with
any applicable zoning or land use codes or laws applicable to the Building.

                                       4

<PAGE>

      6.                    INTENTIONALY OMITTED:

      7.                    ACCEPTANCE OF PREMISES; LANDLORD'S WORK: Tenant
                            accepts the Premises in "as is" condition, and
                            acknowledges that Landlord makes no representation
                            or warranty, express or implied in fact or by law,
                            as to the condition of the Premises. All
                            improvements made to the Premises, whether by
                            Landlord or Tenant, will become the property of
                            Landlord when attached to or incorporated into the
                            Premises. Such property will remain the property of
                            Landlord upon termination of this Lease. The taking
                            of possession by Tenant (or any permitted assignee
                            or subtenant of Tenant) of all or any portion of the
                            Premises for the conduct of business will be deemed
                            to mean that Tenant has found the Premises, and all
                            of their fixtures and equipment, acceptable.

      8.                    PARKING:

                      (a)   Unassigned Parking. As long as Tenant is not in
                            default under this Lease, Landlord will provide
                            Tenant during the Lease Term with unassigned,
                            nonexclusive parking spaces in the parking areas for
                            the number of automobiles set forth in the BLI Rider
                            in the uncovered parking area of the building (the
                            "Unassigned Parking Area"). Such parking spaces may
                            be used only by principals, employees and the
                            business invitees of Tenant visiting the Premises of
                            Tenant.

                      (b)   Reserved Parking in Covered Parking Areas. Tenant
                            shall be entitled to use of the number of reserved
                            parking spaces (the "Reserved Parking Spaces") set
                            forth in the BLI Rider, which Reserved Parking
                            Spaces are located in the covered parking area of
                            the Building (the "Covered Parking Area"). Tenant
                            shall pay to Landlord Parking Rent for the Reserved
                            Parking Spaces in the amounts set forth in the BLI
                            Rider. The Parking Rent charged for the Reserved
                            Parking Spaces shall commencing on the first month
                            of the Lease Term and be increased in the same
                            manner as Base Rent, as set forth in Section 3.(j)
                            above. The parking rates charged hereunder will be
                            in accordance with prevailing market conditions,
                            consistent with office buildings of similar quality
                            to and in the immediate geographic area of the
                            Building. Landlord shall provide Tenant reasonable
                            advance written notice of any increase in Parking
                            Rent. Tenant will be billed for monthly Parking Rent
                            charges along with normal Rent billing and Tenant
                            may elect to have guest and visitor parking billed
                            at the same time. If Tenant fails to pay parking
                            charges when due, Landlord may, by written notice to
                            Tenant, elect to proceed as provided under the
                            default provisions of this Lease and/or cease to
                            provide all or any of the foregoing parking spaces.

                      (c)   Parking Controls. Landlord has and reserves the
                            right to alter the methods used to control parking
                            and the right to establish such controls and rules
                            and regulations (such as parking stickers to be
                            affixed to vehicles) regarding parking that Landlord
                            may deem desirable. Without liability, Landlord will
                            have the right to tow or otherwise remove vehicles
                            improperly parked, blocking ingress or egress lanes,
                            or violating parking rules, at the expense of the
                            offending tenant and/or owner of the vehicle.

      9.                    BUILDING SERVICES:


                      (a)   General. In general, the services set forth below
                            will be provided by Landlord at a service level set,
                            defined and regulated by Landlord consistent with
                            office buildings of similar quality to and in the
                            same immediate geographic area as the Building.
                            During the Lease Term, the regular business hours
                            (the "Business Hours") of the Building will be 8:00
                            a.m. to 6:00 p.m., Monday through Friday, and on
                            Saturday, 8:00 a.m. to 6:00 p.m. on a limited basis
                            so long as Tenant provides Landlord with advance
                            notice of Tenants requirement for same, except
                            holidays generally recognized by state and federal
                            governments. The Building will be accessible to
                            Tenant, its subtenants, agents, servants, employees,
                            contractors, invitees or licensees (collectively,
                            "Tenant's Agents") at all times during Business
                            Hours.

                      (b)   Specific Services Provided.

     (i) Janitorial  Service.  Landlord  agrees to provide during the Lease Term
janitorial services for the Premises customarily provided in office buildings of
similar  quality to and in the same immediate  geographic  area as the Building.
Janitorial service will be provided after Business Hours at the Building, but no
janitorial  services  will  be  provided  on  Saturdays,  Sundays  and  holidays
generally  recognized by state and federal  government.  Should  Tenant  require
additional  janitorial  services beyond those customarily  provided by Landlord,
Tenant may request  same in writing  from  Landlord  and if  Landlord  agrees to
provide  such  services,  Tenant  will  be  billed  for  same by  Landlord  at a
reasonable  rate and those costs and expenses when billed will be Other Rent due
under this Lease.

     (ii) Electricity.  During the Lease Term,  electric power will be available
for the  purposes  of  lighting  and  general  office  equipment  use in amounts
consistent with Building standard  electrical  capacities and will be separately
metered for the Premises.  Tenant shall be  responsible  for all payments to the
utility authority  providing  electricity.  The Building standard mechanical and
electrical  systems are designed to  accommodate  loads  generated by lights and
office equipment such as typewriters,  dictating equipment, photocopy equipment,
etc. Tenant  acknowledges  that Tenant's  intended use of the Premises  excludes
material use of the Premises beyond Business Hours. Material use shall be deemed
to mean the operation of an additional "shift", either full or part time, or use
of the Premises  after  Business Hours in any way that may preclude or interfere
with the providing of janitorial services to the Premises. In the event Tenant's
use of the Premises requires more electrical power than set forth above, whether
by intensity of use,  load or type of  equipment,  Tenant may then be billed for
such  additional  use and such  billings will be billed to Tenant as Other Rent.
Landlord will utilize  Landlord's  customary method of billing Tenant for excess
electrical  power  consumption.  At  Landlord's  option,  Landlord,  at Tenant's
expense,  may have an  engineer  estimate  Tenant's  usage,  and bill  Tenant at
standard  utility  rates for the  excess  usage or  install a  submeter  for the
purposes of monitoring  Tenant's excess power  consumption.  Landlord and Tenant
agree that Landlord's  implementation  of the electrical  monitoring and billing
procedures  set forth herein shall in no way be construed so as to deem Landlord
a private or public utility company. Landlord reserves the right, after Business
Hours,  to turn off all  unnecessary  lighting  in the  unoccupied  areas of the
Building and the Premises to minimize the energy  consumption of the Building in
both the common areas and the Premises. Landlord and Tenant acknowledge that the
electrical meter serving the Premises meters electricity for the entire floor of
the Building  where the Premises  are located and that the  electrical  bill for
such  meter  is  received  and  paid  for  by  Tenant.  Upon  completion  of the
Improvements   (as  defined  in  the  First  Addendum,   attached  hereto)  (the
"Improvement Completion Date"), Landlord and Tenant shall cause the bill for the
electrical meter to be sent directly to Landlord. From and after the Improvement
Completion Date, Tenant shall pay to Landlord, as Additional Rent, the amount of
$1,100 per month (plus all  applicable  sales  taxes),  along with each  monthly
payment of Base Rent, for Tenant's electricity usage. Landlord shall, at the end
of each calendar quarter (that is every three (3) months,  commencing on January
1 of each year) provide to Tenant a written statement of the cost of electricity
paid for the floor of the Building where the Premises are located.  Tenant shall
be  liable  for  55.77%  of  such  amount,  which  percentage  is  based  on the
proportionate  share of the  Premises  for the floor of the  Building  where the
Premises  are  located  (that is the square  footage of the  Premises,  of 8,787
divided by the square  footage of the floor of the  Building  where the Premises
are located, of 15,756). Landlord shall also provide a written reconciliation of
any amounts  which may be due to either  Landlord  or Tenant,  based on Tenant's
payment of $1,100 per month.  To the extent  that the  reconciliation  indicates
that Tenant owes money to Landlord,  Tenant  shall remit the required  amount to
Landlord  in  the  next  upcoming  payment  of  Rent.  In  the  event  that  the
reconciliation  requires  Landlord  to remit  money to  Tenant,  Landlord  shall
provide such payment to Tenant along with the reconciliation.

                                       6

<PAGE>

     (iii) HVAC Services.  Landlord  agrees to provide,  during  Business Hours,
heating, ventilating and air conditioning for the purposes of comfort control by
way of an individual HVAC unit for the Premises.  Landlord and Tenant agree that
Landlord's  HVAC system is not designed to cool machinery and equipment.  Tenant
shall  obtain and provide to  Landlord,  at Tenant's  sole cost and  expense,  a
written  service and  maintenance  agreement for the HVAC system at the Premises
with a service contracting company reasonably  acceptable to Landlord.  Landlord
shall make  available  to Tenant  from time to time a list of  approved  service
contractors.  Tenant shall provide to Landlord,  on an annual basis, renewals of
the  service  contract  for the HVAC  system.  Commencing  on the date  when the
Refusal Space, as defined the Right of First Refusal Rider,  attached hereto, is
leased to another  tenant,  and such other tenant takes  occupancy (the "Refusal
Space Commencement  Date"),  Landlord shall thereafter be responsible to control
the  HVAC  system  and  maintain  the  HVAC  system.   Landlord  shall  maintain
temperatures  within the  Premises at  reasonable  levels,  based on  reasonable
building  management  practices.  The cost and expense for  maintaining the HVAC
system shall,  from and after the Refusal  Space  Commencement  Date,  become an
Operating Expense under this Lease.

     (iv) Water and Sewer.  Landlord agrees to provide municipally supplied cold
water and sewer services to the common areas for lavatory purposes.

     (v)  Elevator  Service.  Landlord  will  provide  elevator  service  during
Business  Hours  and,  at  Landlord's  sole  discretion,  Landlord  may  provide
restricted elevator service during non-Business Hours.

                      (c)   Interruption of Services. It is understood and
                            agreed that Landlord does not warrant that any of
                            the services referred to above, or any other
                            services which Landlord may supply, will be free
                            from interruption. Tenant acknowledges that any one
                            or more of such services may be suspended by reason
                            of accident or repairs, alterations or improvements
                            necessary to be made, or by strikes or lockouts, or
                            by reason of operation of law, or other causes
                            beyond the control of Landlord. No such interruption
                            or discontinuance of service will be deemed an
                            eviction or a disturbance of Tenant's use and
                            possession of the Premises or any part thereof, or
                            render Landlord liable to Tenant for damages or
                            abatement of Rent or relieve Tenant from the
                            responsibility of performing any of Tenant's
                            obligations under this Lease.

      10.                   SECURITY:

                      (a)   Landlord's Responsibility. Landlord shall: (1)
                            install a system to reasonably control access to the
                            Building and parking areas, which shall be monitored
                            by a central monitoring station on a twenty-four
                            (24) hour basis.

                      (b)   Tenant's Responsibility. Tenant shall: (1) abide by
                            all policies, procedures and rules and regulations
                            for use of the access system, (2) report promptly
                            the loss or theft of all keys which would permit
                            unauthorized entrance to the Premises, Building or
                            parking areas, (3) report to Landlord the employment
                            or discharge of employees and their vehicle's make,
                            model, and license number, (4) promptly report to
                            Landlord door-to-door solicitation or other
                            unauthorized activity in the Building or parking
                            areas, and (5) promptly inform the Landlord's
                            Building manager in the event of a break-in or other
                            emergency.

                      (c)   Interruption of Security. Tenant acknowledges that
                            the above security provisions may be suspended or
                            modified at Landlord's sole discretion or as a
                            result of causes beyond the reasonable control of
                            Landlord. No such interruption, discontinuance or
                            modification of security service will constitute an
                            eviction, constructive eviction, or a disturbance of
                            Tenant's use and possession of the Premises, and
                            further, no interruption, discontinuance or
                            modification of security service will render
                            Landlord liable to Tenant or third-parties for
                            damages, abatement of Rent, or otherwise, or relieve
                            Tenant of the responsibility of performing Tenant's
                            obligations under this Lease.

                                       7

<PAGE>

      11.                   REPAIRS AND MAINTENANCE:

                      (a)   Landlord's Responsibilities. During the Lease Term,
                            Landlord shall define, set, and maintain the level
                            of repairs and maintenance for the Building, the
                            common areas, and all other areas serving the
                            Building, in a manner comparable to office buildings
                            of similar quality to and in the immediate
                            geographic area of the Building. Landlord's
                            responsibilities with respect to this paragraph are
                            as follows: (1) the structural and roof systems of
                            the Building and parking areas, (2) the Building
                            standard electrical and mechanical systems, (3) the
                            primary water and sewer systems of the Building, (4)
                            the Building common areas and the common area
                            furniture, fixtures, and equipment, (5) the
                            landscaped areas in and about the Building, (6) the
                            parking areas and (7) replacement of Building
                            standard light bulbs in the common areas.

                      (b)   Tenant's Responsibilities. During the Lease Term,
                            Tenant will repair and maintain the following at
                            Tenant's expense:

     (i) The interior  portion of the  demising  walls,  the interior  partition
walls  of the  Premises  and  their  wall-covering,  and the  entry  door to the
Premises.

     (ii) The electrical and mechanical systems not considered Building standard
which have been  installed by either  Landlord or Tenant,  for the exclusive use
and benefit of Tenant.  The following examples are for clarification and are not
all  inclusive:  (a)  electrical  services for computers or similar  items,  (b)
projection room equipment such as dimmers, curtains, or similar items, (c) water
closet  plumbing,  kitchen  plumbing or similar  items,  (d) HVAC for other than
comfort  cooling in the Premises,  (e) security  systems for the  Premises,  (f)
telephone system for the Premises; and (g) other similar systems.

     (iii)  Except for the  janitorial  services,  if any,  set forth in Section
11.(a) of this Lease,  the repair and  maintenance  of the floor covering of the
Premises,  including VAT flooring,  ceramic tiles,  marble,  wood  flooring,  or
similar  coverings,  shall be performed by Landlord  upon Tenant's  request,  at
Tenant's  expense,  and Tenant will be billed for same as Other  Rent.  At least
once per year, if necessary,  Landlord will clean Tenant's carpeting at Tenant's
expense to be billed to Tenant as Other  Rent.  Should  additional  cleaning  be
requested by Tenant,  such  cleaning  will be available at Tenant's  expense and
will be billed to Tenant as Other Rent.

     (iv) All cabinets and millwork  (regardless  of  ownership) so long as said
cabinets and millwork are for the exclusive use and benefit of Tenant.

     (v) All other personal property,  improvements or fixtures, except Building
standard improvements and those items enumerated in Section 11.(a) hereof. Those
items to be repaired and maintained by Tenant  include,  but are not limited to,
the following: (a) ceiling tiles and ceiling grid, (b) molding or other woodwork
and  paneling,  (c) light  fixtures  and bulbs,  (d)  draperies,  blinds or wall
hangings, (e) glass partition walls, (f) water closets, sinks and kitchen areas,
(g) doors and  locksets,  and (h)  vaults,  safes,  or  secured  areas.  For the
aforesaid items, Landlord may elect, with Tenant's approval (which approval will
not be  unreasonably  withheld) to maintain and repair same at Tenant's  expense
and Tenant will be billed for same as Other Rent.

                      (c)   Repairs and Maintenance; Miscellaneous.
                            Notwithstanding any of the provisions of this
                            Section 11 to the contrary, Landlord shall have no
                            responsibility to repair or maintain the Building,
                            any of its components, the common areas, the
                            Premises, or any fixture, improvement, trade
                            fixture, or any item of personal property contained
                            in the Building, the common areas, and/or the
                            Premises if such repairs or maintenance are required
                            because of the occurrence of any of the following:
                            (i) the acts, misuse, improper conduct, omission or
                            neglect of Tenant or Tenant's Agents, or (ii) the
                            conduct of business in the Premises. Should Landlord
                            elect to make repairs or maintenance occasioned by
                            the occurrence of any of the foregoing, Tenant shall
                            pay as Other Rent all such costs and expenses
                            incurred by Landlord. Landlord shall have the right
                            to approve in advance all work, repair, maintenance
                            or otherwise, to be performed under this Lease by
                            Tenant and all of Tenant's repairmen, contractors,
                            subcontractors and suppliers performing work or
                            supplying materials. Tenant shall be responsible for
                            all permits, inspections and certificates for
                            accomplishing the above. Tenant shall obtain lien
                            waivers for all work done in or to the Premises.

                                       8

<PAGE>

      12.                   TENANT'S ALTERATIONS:


                      (a)   General. During the Lease Term, Tenant will make no
                            alterations, additions or improvements in or to the
                            Premises, of any kind or nature, including, but not
                            limited to, alterations, additions or improvements
                            in, to, or on, telephone or computer installations
                            (any and all of such alterations, additions or
                            improvements are collectively referred to in this
                            Section 12 as the "Alteration(s)"), without the
                            prior written consent of Landlord, which consent
                            shall not be unreasonably withheld. Should Landlord
                            consent to any proposed Alterations by Tenant, such
                            consent will be conditioned upon Tenant's agreement
                            to comply with all requirements established by
                            Landlord, including safety requirements and the
                            matters referenced in Section 20 of this Lease. As
                            stated herein, all Alterations made hereunder will
                            become Landlord's property when incorporated into or
                            affixed to the Building. However, at Landlord's
                            option Landlord may, at the expiration of the Lease
                            Term, require Tenant, at Tenant's expense, to remove
                            Alterations made by or on behalf of Tenant and to
                            restore the Premises to their original condition.

      13.                   LANDLORD'S ADDITIONS AND ALTERATIONS: Landlord has
                            the right to make changes in and about the Building
                            and parking areas. Such changes may include, but not
                            be limited to, rehabilitation, redecoration,
                            refurbishment and refixturing of the Building and
                            expansion of or structural changes to the Building.
                            The right of Tenant to quiet enjoyment and peaceful
                            possession given under the Lease will not be deemed
                            breached or interfered with by reason of Landlord's
                            actions pursuant to this paragraph so long as such
                            actions do not materially deprive Tenant of its use
                            and enjoyment of the Premises.

      14.                   ASSIGNMENT AND SUBLETTING:


                      (a)   Prohibition on Assignment and Subletting. Neither
                            Tenant nor Tenant's legal representatives or
                            successors in interest by operation of law or
                            otherwise shall assign, mortgage, hypothecate or
                            otherwise encumber this Lease or enter into a
                            sublease or license agreement with respect to any
                            portion of the Premises or permit all or any portion
                            of the Premises to be used by others, without the
                            prior written consent of Landlord, which consent may
                            be granted by Landlord in accordance with the terms
                            and conditions of this Lease. Any issuance or
                            transfer of stock in any corporate tenant or
                            subtenant or any interest in any non-corporate
                            entity tenant or subtenant, by sale, exchange,
                            merger, consolidation, operation of law, or
                            otherwise, or creation of new stock or interests, by
                            which an aggregate of more than fifty (50%) percent
                            of Tenant's stock or equity interests shall be
                            vested in one or more parties who are not
                            stockholders or interest holders as of the date of
                            this Lease, however accomplished, and whether in a
                            single transaction or in a series of related or
                            unrelated transactions, shall be deemed an
                            assignment of this Lease. This subsection shall not
                            apply to sales of stock by persons other than those
                            deemed "insiders" within the meaning of the
                            Securities Exchange Act of 1934 as amended, which
                            sales are effected through any recognized securities
                            exchange. Any modification or amendment to any
                            sublease of any portion of the Premises shall be
                            deemed a further sublease of this Lease.

                      (b)   Request for Consent. If Tenant requests Landlord's
                            consent to a specific assignment or sublease (a
                            "Transfer"), it shall submit in writing to Landlord,
                            not later than thirty (30) days prior to any
                            anticipated Transfer, (i) the name and address of
                            the proposed assignee or subtenant (the "Proposed
                            Transferee"), (ii) a duly executed counterpart of
                            the proposed agreement of assignment or sublease,
                            (iii) reasonably satisfactory information as to the
                            nature and character of the business of the Proposed
                            Transferee, as to the nature and character of its
                            proposed use of the Premises or portion thereof to
                            be sublet, and otherwise responsive to the criteria
                            set forth in Subsection 14.(d) and (iv) banking,
                            financial, or other credit information relating to
                            the Proposed Transferee reasonably sufficient to
                            enable Landlord to reasonably determine the
                            financial responsibility, creditworthiness, and
                            character of the Proposed Transferee.

                                       9

<PAGE>

                      (c)   Landlord's Options. Landlord shall have the
                            following options to be exercised within fifteen
                            (15) business days from submission of Tenant's
                            request for Landlord's consent to a specific
                            Transfer:

     (i) If Tenant proposes to assign this Lease or sublet all or  substantially
all of the Premises, Landlord shall have the option to cancel and terminate this
Lease as of the proposed commencement date for the transfer.

     (ii) If any proposed  sublease shall be for less than all or  substantially
all of the  Premises  or if it shall be for less than the  balance  of the Lease
Term,  Landlord  shall have the option of canceling and  terminating  this Lease
only as to such  portion  of the  Premises  and such  portion  of the Lease Term
covered by the proposed sublease, effective as of the proposed commencement date
of the sublease.  If Landlord  exercises this option,  all Rent for the Premises
shall be equitably apportioned as of the commencement date of the sublease.

                      (d)   Landlord's Consent. If Landlord does not elect one
                            (1) of the two (2) options provided in Subsection
                            14.(c), Landlord shall not unreasonably withhold or
                            delay its consent to a proposed Transfer. Landlord
                            shall be deemed to have reasonably withheld its
                            consent to any proposed transfer unless all of the
                            following conditions have been established to
                            Landlord's reasonable satisfaction:

     (i)  The  Proposed  Transferee  has  sufficient  financial  wherewithal  to
discharge  its  obligations  under  this  Lease and the  proposed  agreement  of
assignment or the  sublease,  as the case may be and as determined by Landlord's
criteria  for  selecting   Building  Project  tenants  and  has  a  net  worth,,
experience,  and  reputation  which is not less than the  greater of (1) the net
worth, experience,  and reputation which Tenant had on the Commencement Date, or
(2) the net worth, experience, and reputation of Tenant immediately prior to the
request for Landlord's consent to the proposed Transfer.

     (ii) The Proposed  Transfer shall not, in Landlord's  reasonable  judgment,
cause  physical  harm to the Building or harm to the  reputation of the Building
which would result in an impairment of Landlord's  ability to lease space in the
Building or a diminution in the rental value of space in the Building.

     (iii) The proposed use of the Premises by the Proposed Transferee will be a
use permitted under this Lease and will not violate any restrictive covenants or
exclusive use provisions applicable to Landlord.

     (iv) The Proposed  Transferee shall not be any person or entity which shall
at that  time be a  tenant,  subtenant,  or  other  occupant  of any part of the
Building  Project,  or who dealt with Landlord or Landlord's  agent (directly or
through a broker)  with  respect  to space in the  Building  during  the six (6)
months immediately preceding Tenant's request for Landlord's consent.

     (v) The proposed use of the  Premises by the Proposed  Transferee  will not
require  alterations  or additions  to the  Premises or the Building  Project to
comply with applicable law or governmental  requirements and will not negatively
affect insurance requirements or impose environmental risks.

     (vi) Any mortgagee of the Building will consent to the proposed Transfer.

     (vii)  There  shall be no default by Tenant,  beyond any  applicable  grace
period, under any of the terms,  covenants,  and conditions of this Lease at the
time that  Landlord's  consent to any such transfer is requested and on the date
of the commencement of the term of any such proposed transfer.

                                       10

<PAGE>

Tenant acknowledges that the foregoing is not intended to be an exclusive list
of the reasons for which Landlord may reasonably withhold its consent to a
proposed transfer. Tenant expressly, knowingly, and voluntarily waives any
right, claim, or remedy otherwise available to Tenant for money damages (nor
shall Tenant claim any money damages by way of set-off, counterclaim, or
defense) based upon any claim or assertion by Tenant that Landlord has
unreasonably withheld or unreasonably delayed its consent or approval to any
proposed transfer pursuant to this Lease. Tenant's sole remedy in such an event
shall be to institute an action or proceeding seeking specific performance,
injunctive relief, or declaratory judgment.

                      (e)   Overages. If Tenant effects any transfer, then
                            Tenant thereafter shall pay to Landlord a sum equal
                            to (a) the Base Rent, Additional Rent, Parking Rent,
                            Other Rent, or other consideration paid to Tenant by
                            any transferee which is in excess of the rent then
                            being paid by Tenant to Landlord under this Lease
                            for the portion of the Premises so assigned or
                            sublet (on a pro-rated, square footage basis) , and
                            (b) any other profit or gain (after deducting any
                            necessary expenses incurred) realized by Tenant from
                            the transfer. The net rent, or other consideration
                            paid to Tenant shall be calculated by deducting from
                            the gross rent, or other consideration reasonable
                            and customary real estate brokerage commissions
                            actually paid by Tenant to third parties, tenant
                            improvement allowances, rent concessions, the actual
                            cost of improvements to the Premises made by Tenant
                            for the transferee, and other direct out-of-pocket
                            costs actually incurred by Tenant in connection with
                            the transfer (so long as the costs are commercially
                            reasonable and are commonly incurred by landlords in
                            leasing similar space). All sums payable by Tenant
                            pursuant to this paragraph shall be payable to
                            Landlord as Other Rent immediately upon receipt by
                            Tenant.

                      (f)   No Release. Notwithstanding Landlord's consent to
                            any Transfer, Tenant shall remain liable to Landlord
                            for the prompt and continuing payment of all forms
                            of Rent, payable under this Lease and the
                            performance of all other covenants of this Lease.
                            Consent by Landlord to a transfer shall not relieve
                            Tenant from the obligation to obtain Landlord's
                            written consent to any further transfer. If Landlord
                            consents to a transfer, in no event shall any
                            permitted transferee assign or encumber this Lease
                            or its sublease, or further .sublet all or any
                            portion of its sublet space, or otherwise suffer or
                            permit the sublet space or any part thereof to be
                            used or occupied by others, without Landlord's prior
                            written consent in each instance. If this Lease is
                            nevertheless assigned, or the Premises are sublet or
                            occupied by anyone other than Tenant, Landlord may
                            accept rent from such assignee, subtenant, or
                            occupant and apply the net amount thereof to the
                            rent reserved in this Lease, but no such assignment,
                            subletting, occupancy, or acceptance of rent shall
                            be deemed a waiver of the requirement for Landlord's
                            consent set forth in this section or constitute a
                            novation or otherwise release Tenant from its
                            obligations under this Lease.

                      (g)   Permitted Subtenants. Notwithstanding any provision
                            of this Paragraph 14. to the contrary, Tenant shall
                            be entitled to sublease or license space within the
                            Premises to the following entities which are either
                            wholly owned subsidiaries or affiliated entities of
                            Tenant: (a) vFinance Investments, Inc., vFinance
                            Capital LC, vFinance Investments Holdings, Inc.,
                            vFinance Executive Services, Inc. and vFinance
                            Holdings, Inc.

      15.                   TENANT'S INSURANCE COVERAGE:

                      (a)   Required Coverages. Tenant agrees that, at all times
                            during the Lease Term (as well as prior and
                            subsequent thereto if Tenant or any of Tenant's
                            Agents should then use or occupy any portion of the
                            Premises), it will keep in force, with an insurance
                            company licensed to do business in the State of
                            Florida, and acceptable to Landlord, (i) without
                            deductible, commercial general liability insurance,
                            including coverage for bodily injury and death,

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                            property damage and personal injury and contractual
                            liability as referred to below, in the amount of not
                            less than the amount set forth in the BLI Rider,
                            combined single limit per occurrence for injury (or
                            death) and damages to property, (ii) with deductible
                            of not more than Five Thousand Dollars ($5,000.00),
                            insurance on an "All Risk or Physical Loss" basis,
                            including sprinkler leakage, vandalism, malicious
                            mischief, fire and extended coverage, covering all
                            improvements to the Premises, fixtures, furnishings,
                            removable floor coverings, equipment, signs and all
                            other decoration or stock in trade, in the amounts
                            of not less than the full replacement value thereof,
                            and (iii) workmen's compensation and employer's
                            liability insurance, if required by statute. Such
                            policies will: (i) include Landlord and such other
                            parties as Landlord may reasonably designate as
                            additional insured's, (ii) be considered primary
                            insurance, (iii) include within the terms of the
                            policy or by contractual liability endorsement
                            coverage insuring Tenant's indemnity obligations
                            under Section 20, and (v) provide that it may not be
                            canceled or changed without at least thirty (30)
                            days prior written notice from the company providing
                            such insurance to each party insured thereunder.
                            Tenant will also maintain throughout the Lease Term
                            worker's compensation insurance with not less than
                            the maximum statutory limits of coverage.

                      (b)   Policy Requirements. The insurance coverages to be
                            provided by Tenant will be for a period of not less
                            than one year. At least fifteen (15) days prior to
                            the Lease Commencement Date, Tenant will deliver to
                            Landlord original certificates of all such paid-up
                            insurance; thereafter, at least fifteen (15) days
                            prior to the expiration of any policy Tenant will
                            deliver to Landlord such original certificates as
                            will evidence a paid-up renewal or new policy to
                            take the place of the one expiring.

      16.                   LANDLORD'S INSURANCE COVERAGE:

                      (a)   Required Coverages. Landlord will at all times
                            during the Lease Term maintain a policy or policies
                            of insurance insuring the Building against loss or
                            damage by fire, explosion or other hazards and
                            contingencies typically covered by insurance for an
                            amount acceptable to the mortgagees encumbering the
                            Building. Landlord reserves the right to self
                            insure.

                      (b)   Tenant not to Affect Landlord's Insurance Coverages.
                            Tenant will not do or permit anything to be done
                            upon or bring or keep or permit anything to be
                            brought or kept upon the Premises which will
                            increase Landlord's rate of insurance on the
                            Building. If by reason of the failure of Tenant to
                            comply with the terms of this Lease, or by reason of
                            Tenant's occupancy (even though permitted or
                            contemplated by this Lease), the insurance rate
                            shall at any time be higher than it would otherwise
                            be, Tenant will reimburse Landlord for that part of
                            all insurance premiums charged because of such
                            violation or occupancy by Tenant. Tenant agrees to
                            comply with any requests or recommendation made by
                            Landlord's insurance underwriter inspectors.

      17.                   SUBROGATION:

                      (a)   Mutual Waiver of Subrogation. Each party will look
                            first to any insurance in its favor before making
                            any claim against the other party for recovery for
                            loss or damage resulting from fire or other
                            casualty, and to the extent that such insurance is
                            in force and collectible. To the extent permitted by
                            law, each of Landlord and Tenant hereby waives and
                            releases all rights of subrogation under their
                            respective insurance policies required under this
                            Lease. Each of Landlord and Tenant will cause each
                            such insurance policy to be properly endorsed to
                            evidence such waiver and release of subrogation in
                            favor of Landlord.

                      (b)   Tenant's Improvements and Personal Property. Tenant
                            acknowledges that Landlord will not carry insurance
                            on improvements, furniture, furnishings, trade
                            fixtures, equipment installed in or made to the
                            Premises by or for Tenant, and Tenant agrees that
                            Tenant, and not Landlord, will be obligated to
                            promptly repair any damage thereto or replace the
                            same.

                                       12

<PAGE>

      18.                   DAMAGE OR DESTRUCTION BY CASUALTY:

                      (a)   Termination. If by fire or other casualty the
                            Premises are totally damaged or destroyed, or the
                            Building is partially damaged or destroyed to the
                            extent of twenty-five per cent (25%) or more of the
                            replacement cost thereof (even though the Premises
                            may not be damaged), Landlord will have the option
                            of terminating this Lease or any renewal or
                            extension thereof by serving written notice upon
                            Tenant within one hundred and eighty (180) days from
                            the date of the casualty and any prepaid Rent or
                            Other Rent will be prorated as of the date of
                            destruction and the unearned portion of such Rent
                            will be refunded to Tenant without interest.

                      (b)   Election for Restoration. If by fire or other
                            casualty the Premises are damaged or partially
                            destroyed to the extent of twenty-five per cent
                            (25%) or more of the replacement cost thereof and
                            the provisions of Section 18.(a) above are not
                            applicable, then (i) if the unexpired Lease Term is
                            less than two (2) years, excluding any theretofore
                            unexercised renewal option, Landlord may either
                            terminate this Lease by serving written notice upon
                            Tenant within twenty (20) days of the date of
                            destruction or Landlord may elect to restore the
                            Premises, or (ii) if the unexpired Lease Term is
                            more than two years, including any previously
                            exercised renewal option, Landlord will restore the
                            Premises.

                      (c)   Less than Major Damage. If by fire or other casualty
                            the Premises are damaged or partially destroyed to
                            the extent of substantially less than twenty-five
                            percent (25%) of the replacement cost thereof and
                            the unexpired Lease Term, including any previously
                            exercised renewal option is more than two years and
                            the provisions of Section 18.(a) above are not
                            applicable, then Landlord will restore the Premises.

                      (d)   Apportionment of Rent. In the event of restoration
                            by Landlord, all Base Rent and Other Rent paid in
                            advance shall be apportioned as of the date of
                            damage or destruction and all such Base Rent and
                            Other Rent as above described thereafter accruing
                            shall be equitably and proportionately adjusted
                            according to the nature and extent of the
                            destruction or damage, pending substantial
                            completion of rebuilding, restoration or repair. In
                            the event the destruction or damage is so extensive
                            as to make it unfeasible for Tenant to conduct
                            Tenant's business in the Premises, Rent and Other
                            Rent under this Lease will be completely abated
                            until the Premises are substantially restored by
                            Landlord or until Tenant resumes use and occupancy
                            of the Premises, whichever shall first occur.
                            Landlord will not be liable for any damage to or any
                            inconvenience or interruption of business of Tenant
                            or any of Tenant's Agents occasioned by fire or
                            other casualty.

                      (e)   Restoration. Restoration, rebuilding or repairing
                            will be at Landlord's sole cost and expense, subject
                            to the availability of applicable insurance
                            proceeds. Landlord shall have no duty to restore,
                            rebuild or replace Tenant's personal property and
                            trade fixtures. Notwithstanding anything to the
                            contrary in this Lease, including, but not limited
                            to this Section 18, Landlord's obligation(s) to
                            repair, rebuild or restore the Building or the
                            Premises shall exist only to the extent of insurance
                            proceeds received by Landlord in connection with the
                            condition or event which gave rise to Landlord's
                            obligation to repair, rebuild or restore.

                                       13

<PAGE>

                      19.   CONDEMNATION AND EMINENT DOMAIN:

                      (a)   Substantial Taking. If all or a substantial part of
                            the Premises are taken for any public or
                            quasi-public use under any governmental law,
                            ordinance or regulation or by right of eminent
                            domain or by purchase in lieu thereof, and the
                            taking would prevent or materially interfere with
                            the use of the Premises for the purpose for which
                            they are then being used, this Lease will terminate
                            and the Rent and Other Rent will be abated during
                            the unexpired portion of this Lease effective on the
                            date physical possession is taken by the condemning
                            authority. Tenant will have no claim to the
                            condemnation award.

                      (b)   Less Than Substantial Taking. In the event a portion
                            of the Premises is taken for any public or
                            quasi-public use under any governmental law,
                            ordinance or regulation, or by right of eminent
                            domain or by purchase in lieu thereof, and this
                            Lease is not terminated as provided in paragraph A
                            above, Landlord may, at Landlord's expense, restore
                            the Premises to the extent necessary to make them
                            reasonably tenantable. The Base Rent and Other Rent
                            payable under this Lease during the unexpired
                            portion of the Lease Term shall be adjusted to such
                            an extent as may be fair and reasonable under the
                            circumstances. Tenant shall have no claim to the
                            condemnation award with respect to the leasehold
                            estate but, in a subsequent, separate proceeding,
                            may make a separate claim for trade fixtures
                            installed in the Premises by and at the expense of
                            Tenant and Tenant's moving expense. In no event will
                            Tenant have any claim for the value of the unexpired
                            Lease Term.

                      (c)   Taking Affecting Building. Notwithstanding the
                            foregoing, even if the Premises are not affected in
                            whole or in part by a taking, Landlord will have the
                            right to terminate this Lease upon ten (10) days
                            prior written notice to Tenant if a material portion
                            of the Building is taken by condemnation or eminent
                            domain proceedings. Upon any such termination,
                            Landlord and Tenant will each be released from all
                            further liability under this Lease.

      20.                   LIMITATION OF LANDLORD'S LIABILITY; INDEMNIFICATION:

                      (a)   Tenant's Personal Property. All personal property
                            placed or moved into the Building will be at the
                            sole risk of Tenant or other owner. Landlord will
                            not be liable to Tenant or others for any damage to
                            person or property arising from Environmental
                            Concerns, as hereafter defined, theft, vandalism,
                            HVAC malfunction, the bursting or leaking of water
                            pipes, any act or omission of any cotenant or
                            occupant of the Building or of any other person, or
                            otherwise.

                      (b)   Limitation of Liability. Notwithstanding any
                            contrary provision of this Lease: (i) Tenant will
                            look solely (to the extent insurance coverage is not
                            applicable or available) to the interest of Landlord
                            (or its successor as Landlord hereunder) in the
                            Building for the satisfaction of any judgment or
                            other judicial process requiring the payment of
                            money as a result of any negligence or breach of
                            this Lease by Landlord or its successor or of
                            Landlord's managing agent (including any beneficial
                            owners, partners, corporations and/or others
                            affiliated or in any way related to Landlord or such
                            successor or managing agent) and Landlord has no
                            personal liability hereunder of any kind, and (ii)
                            Tenant's sole right and remedy in any action or
                            proceeding concerning Landlord's reasonableness
                            (where the same is required under this Lease) will
                            be an action for declaratory judgment and/or
                            specific performance.

                      (c)   Indemnity. Tenant agrees to indemnify, defend and
                            hold harmless Landlord and its agents from and
                            against all claims, causes of actions, liabilities,
                            judgments, damages, losses, costs and expenses,
                            including reasonable attorneys' fees and costs
                            through all appeals, incurred or suffered by
                            Landlord and arising from or in any way connected
                            with the Premises or the use thereof or any acts,
                            omissions, neglect or fault of Tenant or any of
                            Tenant's Agents, including, but not limited to, any
                            breach of this Lease or any death, personal injury
                            or property damage occurring in or about the
                            Premises or the Building or arising from
                            Environmental Concerns, as hereafter defined. Tenant
                            will reimburse Landlord upon request for all costs
                            incurred by Landlord in the interpretation and
                            enforcement of any provisions of this Lease and/or
                            the collection of any sums due to Landlord under
                            this Lease, including collection agency fees, and
                            reasonable attorneys' fees and costs, regardless of
                            whether litigation is commenced, and through all
                            appellate actions and proceedings if litigation is
                            commenced.

                                       14

<PAGE>

      21.                   COMPLIANCE WITH ENVIRONMENTAL LAWS AND PROCEDURES:

                      (a)   Hazardous Waste. "Hazardous Waste" shall mean toxic
                            or hazardous waste,pollutants or substances,
                            including, without limitation, bio hazardous
                            materials, medical waste, asbestos, PCBs, petroleum
                            products and by-products, substances defined or
                            listed as "hazardous substance", "toxic substance",
                            "toxic pollutant", or similarly identified substance
                            or mixture, in or pursuant to any "Environmental
                            Law". "Environmental Law" shall include, but is not
                            limited to, the Comprehensive Environmental
                            Response, Compensation and Liability Act of 1980, as
                            amended, 42 U.S.C .ss.9601, et seq., the Hazardous
                            Materials Transportation Act, 49 U.S.C.ss. 1802, et
                            seq., the Resource Conservation and Recovery Act, 42
                            U.S.C.ss.6901, et seq., the Toxic Substance Control
                            Act of 1976, as amended, 15 U.S.C.ss. 2601, et seq.,
                            and the Clean Water Act, 33 U.S.C.ss.446 et seq., as
                            amended. The term "Environmental Law" also includes,
                            but is not limited to, any present and then
                            applicable federal, state and local laws, statutes,
                            ordinances, rules, regulations and the like, as well
                            as common law or other approval of a governmental
                            authority relating to compliance with Environmental
                            Law by the Premises requiring notification or
                            disclosure of releases of Hazardous Substances to
                            any governmental authority or other person or
                            entity, imposing environmental conditions or
                            requirements in connection with permits or other
                            authorization for lawful activity at the Premises.

                      (b)   Tenant's Covenants. Tenant shall not manufacture or
                            dispose of any Hazardous Substances at the Premises
                            or store or use any Hazardous Substance at the
                            Premises in such quantities, concentrations, forms
                            or levels, or otherwise in a manner which is in
                            violation of any applicable Environmental Laws.
                            Tenant shall comply with all Environmental Laws and
                            other ordinances and regulations applicable to the
                            Premises, and shall promptly comply with all
                            governmental orders and directives for the
                            correction prevention and abatement of any
                            violations or nuisances in or upon, or connected
                            with, the Premises, all at Tenant's sole cost and
                            expense. To the extent that Tenant generates any
                            medical or biohazardous waste in conjunction with
                            Tenant's use of the Premises, Tenant, at Tenant's
                            sole cost and expense, shall obtain and maintain
                            throughout the Lease Term a service contract with a
                            duly licensed medical or biohazardous waste
                            transportation and disposal company. Copies of such
                            service contract shall be provided to Landlord each
                            year during the Lease Term.

                      (c)   Indemnification by Tenant.

     (i) Environmental Contamination. Tenant hereby agrees to indemnify Landlord
and hold  Landlord  harmless  from and against any and all losses,  liabilities,
including strict liability,  damages, injuries,  expenses,  including reasonable
attorneys' fees for attorneys of Landlord's  choice,  costs of any settlement or
judgment and claims of any and every kind whatsoever paid,  incurred or suffered
by, or asserted against Landlord by any person or entity or governmental  agency
for,  with respect to, or as a direct or indirect  result of, the presence on or
under, or the escape, seepage, leakage, spillage, discharge, emission or release
from the Premises of any Hazardous Waste  (including,  without  limitation,  any
losses, liabilities,  including strict liability,  damages, injuries,  expenses,
including  reasonable  attorneys' fees for attorneys of Landlord's choice, costs
of  any  settlement  or  judgment  or  claims  asserted  or  arising  under  any
Environmental  Law, and any and all other  statutes,  laws,  ordinances,  codes,
rules,  regulations,  orders or decrees regulating,  with respect to or imposing
liability,  including  strict  liability,  substances  or  standards  of conduct
concerning any Hazardous  Waste),  regardless of whether within Tenant's control
provided that the foregoing was  occasioned by the acts or negligence of Tenant,
its agents, employees or licensees.

                                       15

<PAGE>

     (ii) Continuing  Indemnification.  The aforesaid  indemnification  and hold
harmless  agreement  shall  benefit  Landlord  from the date  hereof  and  shall
continue  notwithstanding  any termination  this Lease and, without limiting the
generality of the foregoing such  obligations  shall continue for the benefit of
Landlord and any  subsidiary of Landlord  during and following any possession of
the Premises thereby or any ownership of the Premises  thereby,  whether arising
by eviction,  surrender by Tenant or otherwise,  such  indemnification  and hold
harmless agreement to continue forever.

     (iii) Notice of Environmental Complaint. If Tenant shall receive any notice
of: (1) the happening of any material event involving the spill, release,  leak,
seepage,  discharge  or cleanup of any  Hazardous  Waste at the  Premises  or in
connection  with  Tenant's  operations  thereon;  or (2) any  complaint,  order,
citation or material  notice with regard to air emissions,  water  discharges or
any  other   environmental,   health  or  safety  matter  affecting  Tenant  (an
"Environmental  Complaint") from any person or entity,  then Tenant  immediately
shall notify Landlord orally and in writing of said notice.

                      (d)   Landlord's Reserved Rights. Landlord shall have the
                            right but not the obligation (and without limitation
                            of Landlord's rights under this Lease) to enter onto
                            the Premises or to take such other actions as it
                            shall deem necessary or advisable to clean up,
                            remove, resolve or minimize the impact of, or
                            otherwise deal with, any such Hazardous Waste or
                            Environmental Complaint following receipt of any
                            notice from any person or entity having jurisdiction
                            asserting the existence of any Hazardous Waste or an
                            Environmental Complaint pertaining to the Premises
                            or any part thereof which, if true, could result in
                            an order, suit or other action against Tenant and/or
                            which, in Landlord's sole opinion, could jeopardize
                            its security under this Lease. All reasonable costs
                            and expenses incurred by Landlord in the exercise of
                            any such rights shall be payable by Tenant upon
                            demand as Other Rent if same were occasioned by the
                            activities of Tenant, its employees or licensees.

                      (e)   Environmental Audits. If Landlord shall have good
                            reason to believe that Hazardous Waste has been
                            discharged on the Premises by Tenant, its employees
                            or licensees, Landlord shall have the right, in its
                            sole discretion, to require Tenant to perform
                            periodically to Landlord's satisfaction (but not
                            more frequently than annually unless an
                            Environmental Complaint shall be then outstanding),
                            at Tenant's expense, an environmental audit and, if
                            deemed necessary by Landlord, an environmental risk
                            assessment of: (a) the Premises; (b) Hazardous Waste
                            management practices and/or (c) Hazardous Waste
                            disposal sites used by Tenant. Said audit and/or
                            risk assessment must be by an environmental
                            consultant reasonably satisfactory to Landlord.
                            Should Tenant fail to perform any such environmental
                            audit or risk assessment within thirty (30) days
                            after Landlord's request, Landlord shall have the
                            right to retain an environmental consultant to
                            perform such environmental audit or risk assessment.
                            All costs and expenses incurred by Landlord in the
                            exercise of such rights shall be secured by this
                            Lease and shall be payable by Tenant upon demand as
                            Other Rent.

                      (f)   Breach. Any breach of any warranty, representation
                            or agreement contained in this Section shall be an
                            Event of Default and shall entitle Landlord to
                            exercise any and all remedies provided in this Lease
                            or otherwise permitted by law.

                      (g)   Radon Gas. In accordance with Florida Law, the
                            following disclosure is hereby made:

                  RADON GAS: Radon is a naturally occurring radioactive gas
                  that, when it has accumulated in a building in sufficient
                  quantities, may present health risk to persons who are exposed
                  to it over time. Levels of radon that exceed Federal and State
                  Guidelines have been found in buildings in Florida. Additional
                  information regarding radon and radon testing may be obtained
                  from your county public health unit.

                                       16

<PAGE>

22. COMPLIANCE WITH LAWS AND PROCEDURES: Tenant will promptly comply with all
applicable laws, guidelines, rules, regulations and requirements, whether of
federal, state, or local origin, applicable to the Premises and the Building,
including those for the correction, prevention and abatement of nuisance, unsafe
conditions, or other grievances arising from or pertaining to the use or
occupancy of the Premises. Accordingly, Tenant agrees that Tenant and Tenant's
Agents shall comply with all operation and maintenance programs and guidelines
implemented or promulgated from time to time by Landlord or its consultants,
including, but not limited to, those matters set forth in subsections (b) and
(c) below, in order to reduce the risk to Tenant, Tenant's Agents or any other
tenants of the Building of injury from Environmental Concerns.

23. RIGHT OF ENTRY: Landlord and its agents will have the right to enter the
Premises during all reasonable hours to make necessary repairs to the Premises,
provided however that Landlord will provide advanced written or telephone notice
to Tenant, to the extent reasonable and practical under the circumstances which
require Landlord to have reason to enter the Premises. In the event of an
emergency, Landlord or its agents may enter the Premises at any time, without
notice, to appraise and correct the emergency condition. Said right of entry
will, after reasonable notice, likewise exist for the purpose of removing
placards, signs, fixtures, alterations, or additions which do not conform to
this Lease. Landlord or its agents will have the right to exhibit the Premises
at any time to prospective tenants within one hundred and eighty days (180)
before the Expiration Date of the Lease.

      24.                   DEFAULT:

                      (a)   Events of Default. If (1) Tenant vacates or abandons
                            the  Premises  prior to the  Expiration  Date in
                            contravention of the terms and provisions of this
                            Lease, or (2) Tenant fails to fulfill any of the
                            terms or conditions of this Lease or any other Lease
                            heretofore made by Tenant for space in the Building
                            or (3) any execution or attachment is issued against
                            Tenant or taken or occupied by someone other than
                            Tenant, or (4) Tenant or any of its successors or
                            assigns or any guarantor of this Lease ("Guarantor")
                            should file any voluntary petition in bankruptcy,
                            reorganization or arrangement, or an assignment for
                            the benefit of creditors or for similar relief under
                            any present or future statute, law or regulation
                            relating to relief of debtors, or (5) Tenant or any
                            of its successors or assigns or any Guarantor should
                            be adjudicated bankrupt or have an involuntary
                            petition in bankruptcy filed against it, or (6)
                            Tenant shall permit, allow or suffer to exist any
                            lien, judgment, writ, assessment, charge, attachment
                            or execution upon Landlord's or Tenant's interest in
                            this Lease or to the Premises, and/or the fixtures,
                            improvements and furnishings located thereon; then,
                            Tenant shall be in default hereunder.

                      (b)   Tenant's Grace Periods. If (1) Tenant fails to pay
                            Rent or Other Rent within ten (10) days of the date
                            due or (2) Tenant fails to cure any other default
                            within ten (10) days after written notice from
                            Landlord specifying the nature of such default
                            (unless such default is of a nature that it cannot
                            be completely cured within said ten (10) day period
                            and steps have been diligently commenced to cure or
                            remedy it within such ten (10) day period and are
                            thereafter pursued with reasonable diligence and in
                            good faith), then Landlord shall have such remedies
                            as are provided under this Lease and/or under the
                            laws of the State of Florida.

                      (c)   Repeated Late Payment. Regardless of the number of
                            times of Landlord's prior acceptance of late
                            payments and/or late charges, (i) if Landlord
                            notifies Tenant two (2) times in any 6-month period
                            that Base Rent or any Other Rent has not been paid
                            when due, then any other late payment within such
                            6-month period shall automatically constitute a
                            default hereunder and (ii) the mere acceptance by
                            Landlord of late payments in the past shall not,
                            regardless of any applicable laws to the contrary,
                            thereafter be deemed to waive Landlord's right to
                            strictly enforce this Lease, including Tenant's
                            obligation to make payment of Rent on the exact day
                            same is due, against Tenant.

                                       17

<PAGE>

      25.                   LANDLORD'S REMEDIES FOR TENANT'S DEFAULT:

                      (a)   Landlord s Options. If Tenant is in default of this
                            Lease, Landlord may, at its option, in addition to
                            such other remedies as may be available under
                            Florida law:

     (i) terminate this Lease and Tenant's right of possession; or

     (ii)  terminate  Tenant's  right to  possession  but not the  Lease  and/or
proceed in accordance with any and all provisions of Section 25.(b) below.

                      (b)   Landlord's Remedies.

     (i)  Landlord may without  further  notice  reenter the Premises  either by
force or otherwise and dispossess Tenant by summary proceedings or otherwise, as
well as the legal  representative(s)  of Tenant and/or other  occupant(s) of the
Premises,  and remove  their  effects and hold the Premises as if this Lease had
not been made,  and Tenant  hereby  waives the service of notice of intention to
re-enter or to institute  legal  proceedings  to that end;  and/or at Landlord's
option,

     (ii) All Rent and all Other Rent for the  balance of the Term will,  at the
election of Landlord,  be  accelerated  and the full amount of same shall become
immediately  due  thereupon  and be paid,  together  with all  expenses of every
nature  which  Landlord  may  incur  such  as (by  way of  illustration  and not
limitation) those for attorneys' fees, brokerage,  advertising, and refurbishing
the Premises in good order or preparing them for re-rental; and/or at Landlord's
option,

     (iii)  Landlord may re-let the Premises or any part thereof,  either in the
name of  Landlord  or  otherwise,  for a term or terms  which may at  Landlord's
option be less than or exceed the period which would otherwise have  constituted
the balance of the Lease Term, and may grant  concessions or free rent or charge
a higher rental than that reserved in this Lease; and/or at Landlord's option,

     (iv)  Tenant or its legal  representative(s)  will also pay to  Landlord as
liquidated  damages  any  deficiency  between the Rent and all Other Rent hereby
reserved  and/or  agreed  to be paid and the net  amount,  if any,  of the rents
collected  on account of the lease or leases of the  Premises  for each month of
the period which would otherwise have constituted the balance of the Lease Term.

      26.                   LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT: If
                            Tenant fails to observe or perform any term or
                            condition of this Lease within the grace period, if
                            any, applicable thereto, then Landlord may
                            immediately or at any time thereafter perform the
                            same for the account of Tenant. If Landlord makes
                            any expenditure or incurs any obligation for the
                            payment of money in connection with such performance
                            for Tenant's account (including reasonable
                            attorneys' fees and costs in instituting,
                            prosecuting and/or defending any action or
                            proceeding through appeal), the sums paid or
                            obligations incurred, with interest at eighteen
                            percent (18%) per annum, will be paid by Tenant to
                            Landlord within ten (10) days after rendition of a
                            bill or statement to Tenant. In the event Tenant in
                            the performance or non-performance of any term or
                            condition of this Lease should cause an emergency
                            situation to occur or arise within the Premises or
                            in the Building, Landlord will have all rights set
                            forth in this paragraph immediately without the
                            necessity of providing Tenant any advance notice.

                                       18

<PAGE>

      27.                   LIENS:

                      (a)   Statutory Construction Lien Notice. In accordance
                            with the applicable provisions of the Florida
                            Construction Lien Law and specifically Florida
                            Statutes,ss. 713.10, no interest of Landlord whether
                            personally or in the Premises, or in the underlying
                            land or Building of which the Premises are a part or
                            the leasehold interest aforesaid shall be subject to
                            liens for improvements made by Tenant or caused to
                            be made by Tenant hereunder including, without
                            limitation, the Sign, as provided for in Section
                            40.(r) below. Further, Tenant acknowledges that
                            Tenant, with respect to improvements or alterations
                            made by Tenant or caused to be made by Tenant
                            hereunder, shall promptly notify the contractor
                            making such improvements to the Premises of this
                            provision exculpating Landlord's liability for such
                            liens.

                      (b)   No Liens. Notwithstanding the foregoing, if any
                            construction lien or other lien, attachment,
                            judgment, execution, writ, charge or encumbrance is
                            filed against the Building or the Premises or this
                            leasehold, or any alterations, fixtures or
                            improvements therein or thereto, as a result of any
                            work action or inaction done by or at the direction
                            of Tenant or any of Tenant's Agents, Tenant will
                            discharge same of record within ten (10) days after
                            the filing thereof, failing which Tenant will be in
                            default under this Lease. In such event, without
                            waiving Tenant's default, Landlord, in addition to
                            all other available rights and remedies, without
                            further notice, may discharge the same of record by
                            payment, bonding or otherwise, as Landlord may
                            elect, and upon request Tenant will reimburse
                            Landlord for all costs and expenses so incurred by
                            Landlord plus interest thereon at the rate of
                            eighteen percent (18%) per annum.

28. NOTICES: Notices to Tenant under this Lease will be addressed to Tenant and
mailed or delivered to the address set forth for Tenant in the BLI Rider.
Notices to Landlord under this Lease (as well as the required copies thereof)
will be addressed to Landlord (and its agents) and mailed or delivered to the
address set forth in the BLI Rider. Notices will be personally delivered or
given by registered or certified mail, return receipt requested. Notices
delivered personally will be deemed to have been given as of the date of
delivery and notices given by mail will be deemed to have been given forty-eight
(48) hours after the time said properly addressed notice is placed in the mail.
Each party may change its address from time to time by written notice given to
the other as specified above.

      29.                  MORTGAGE; ESTOPPEL CERTIFICATE; SUBORDINATION:

                      (a)   Mortgage of the Building. Landlord has the
                            unrestricted right to convey, mortgage and refinance
                            the Building, or any part thereof. Tenant agrees,
                            within seven (7) days after notice, to execute and
                            deliver to Landlord or its mortgagee or designee
                            such instruments as Landlord or its mortgagee may
                            require, certifying the amount of the Security
                            Deposit and whether this Lease is in full force and
                            effect, and listing any modifications. This estoppel
                            certificate is intended to be for the benefit of
                            Landlord, any purchaser or mortgagee of Landlord, or
                            any purchaser or assignee of Landlord's mortgage.
                            The estoppel certificate will also contain such
                            other information as Landlord or its designee may
                            request.

                      (b)   Subordination. This Lease is and at all times will
                            be subject and subordinate to all present and future
                            mortgages or ground leases which may affect the
                            Building and/or the parking areas and to all
                            recastings, renewals, modifications, consolidations,
                            replacements, and extensions of any such
                            mortgage(s), and to all increases and voluntary and
                            involuntary advances made thereunder. The foregoing
                            will be self-operative and no further instrument of
                            subordination will be required. Landlord hereby
                            agrees that it shall, upon written request by
                            Tenant, use its commercially reasonable efforts to
                            obtain and deliver in favor of Tenant a
                            non-disturbance agreement from the first mortgage
                            holder for the Building. Landlord makes no
                            representation or warranty that it will actually be
                            able to obtain a non-disturbance agreement in favor
                            of Tenant and such failure shall not be an event of
                            default on the part of Landlord under this Lease nor
                            affect the subordination of this Lease contained in
                            the first sentence of this Section 29.(b). Tenant
                            hereby agrees to give any holder of any first
                            mortgage on the Building, by registered or certified
                            mail, a copy of any default notice served upon
                            Landlord by Tenant provided Tenant has been provided
                            advance written notice of the name and address of
                            such first mortgage holder.

                                       19

<PAGE>

      30.                   ATTORNMENT AND MORTGAGEE'S REQUEST:

                      (a)   Attornment. If any mortgagee of the Building comes
                            into possession or ownership of the Premises, or
                            acquires Landlord's interest by foreclosure of the
                            mortgage or otherwise, upon the mortgagee's request
                            Tenant will attorn to the mortgagee.

                      (b)   Estoppel  Certificate.  Tenant  agrees that within
                            seven (7) days after  request by any  mortgagee of
                            the  Building, Tenant will execute, acknowledge and
                            deliver to the mortgagee a notice in form and
                            substance satisfactory to the mortgagee, setting
                            forth such information as the mortgagee may require
                            with respect to this Lease and/or the Premises. If
                            for any reason Tenant does not timely comply with
                            the provisions of this Section, Tenant will be
                            deemed to have confirmed that this Lease is in full
                            force and effect with no defaults on the part of
                            either part and without any right of Tenant to
                            offset, deduct or withhold any Rent or Other Rent.

31. TRANSFER BY LANDLORD: If Landlord's interest in the Building terminates by
reason of a bonafide sale or other transfer, Landlord will, upon transfer of the
Security Deposit to the new owner, thereupon be released from all further
liability to Tenant under this Lease.

      32.                   SURRENDER OF PREMISES; HOLDING OVER:

                      (a)   Expiration Date. Tenant agrees to surrender the
                            Premises to Landlord on the Expiration Date (or
                            sooner termination of the Lease Term pursuant to
                            other applicable provisions hereof) in as good
                            condition as they were at the commencement of
                            Tenant's occupancy, ordinary wear and tear, and
                            damage by fire and windstorm excepted.

                      (b)   Restoration. In all events, Tenant will promptly
                            restore all damage caused in connection with any
                            removal of Tenant's personal property. Tenant will
                            pay to Landlord, upon request, all damages that
                            Landlord may suffer on account of Tenant's failure
                            to surrender possession as and when aforesaid and
                            will indemnify Landlord against all liabilities,
                            costs and expenses (including all reasonable
                            attorneys' fees and costs if any) arising out of
                            Tenant's delay in so delivering possession,
                            including claims of any succeeding tenant, provided
                            however that Tenant's obligation to restore does not
                            include the reasonable wear and tear to the Premises
                            which would be expected to have occurred to the
                            extent that Tenant has reasonably maintained the
                            Premises during the Lease Term, as required under
                            this Lease.

                      (c)   Improvements. Upon expiration of the Lease Term,
                            Tenant will not be required to remove from the
                            Premises Building standard items, all of such
                            Building standard items are the property of
                            Landlord. However, should Tenant, prior to the
                            expiration of the Lease Term or during the Lease
                            Term, install or cause to be installed fixtures,
                            trade fixtures or any tenant improvements in excess
                            of Building standard, Landlord shall have the option
                            of retaining same or requiring Tenant to remove
                            same. Should Landlord elect to cause Tenant to
                            remove such items, the cost of removal of same, upon
                            Landlord's election and notice to Tenant, shall be
                            at Tenant's sole cost and expense. Landlord has no
                            obligation to compensate Tenant for any items which
                            are required hereunder to remain on or with the
                            Premises.

                      (d)   Holdover Rent. Without limiting Landlord's rights
                            and remedies, if Tenant holds over in possession of
                            the Premises beyond the end of the Lease Term,
                            during the holdover period the Rent will be double
                            the amount of the Rent due and payable for the last
                            month of the Lease Term.

                                       20

<PAGE>

                      (e)   Offer of Surrender. No offer of surrender of the
                            Premises, by delivery to Landlord or its agent of
                            keys to the Premises or otherwise, will be binding
                            on Landlord unless accepted by Landlord, in writing,
                            specifying the effective surrender of the Premises.
                            At the expiration or termination of the Lease Term,
                            Tenant shall deliver to Landlord all keys to the
                            Premises and make known to Landlord the location and
                            combinations of all locks, safes and similar items.

     33. NO WAIVER;  CUMULATIVE  REMEDIES:  No waiver of any  provision  of this
Lease by either party will be deemed to imply or constitute a further  waiver by
such party of the same or any other provision hereof. The rights and remedies of
Landlord under this Lease or otherwise are cumulative and are not intended to be
exclusive  and the use of one will not be taken to  exclude  or waive the use of
another,  and  Landlord  will be  entitled  to pursue all  rights  and  remedies
available  to  landlords  under the laws of the State of Florida.  Landlord,  in
addition  to all  other  rights  which  it may have  under  this  Lease,  hereby
expressly  reserves all rights in  connection  with the Building or the Premises
not  expressly  and  specifically  granted to Tenant under this Lease and Tenant
hereby  waives all claims for damages,  loss,  expense,  liability,  eviction or
abatement it has or may have against Landlord on account of Landlord's  exercise
of its reserved rights, including, but not limited to, Landlord's right to alter
the existing name, address, style or configuration of the Building or the common
areas, signage, suite identifications,  parking facilities,  lobbies,  entrances
and exits, elevators and stairwells.

     34.  WAIVER OF JURY TRIAL:  TO THE EXTENT  PERMITTED BY LAW,  TENANT HEREBY
WAIVES: (A) JURY TRIAL IN ANY ACTION OR PROCEEDING  REGARDING A MONETARY DEFAULT
BY TENANT AND/OR LANDLORD'S RIGHT TO POSSESSION OF THE PREMISES,  AND (B) IN ANY
ACTION OR PROCEEDING BY LANDLORD FOR MONIES OWED BY TENANT AND/OR  POSSESSION OF
THE  PREMISES,  THEN TENANT  WAIVES THE RIGHT TO  INTERPOSE  ANY  CROSSCLAIM  OR
COUNTERCLAIM  (EXCEPT A  MANDATORY  CROSSCLAIM  OR  COUNTERCLAIM  IF THE SAME IS
PROVIDED FOR PURSUANT TO FLORIDA LAW). HOWEVER,  THE FOREGOING WILL NOT PROHIBIT
TENANT FROM BRINGING A SEPARATE LAWSUIT AGAINST LANDLORD.

     35.  CONSENTS  AND  APPROVALS:  If Tenant  requests  Landlord's  consent or
approval  under this Lease,  and if in connection  with such  requests  Landlord
deems it necessary to seek the advice of its attorneys,  architects and/or other
experts,  then Tenant  shall pay the  reasonable  fee of  Landlord's  attorneys,
architects  and/or other experts in connection  with the  consideration  of such
request and/or the preparation of any documents pertaining thereto.

     36.  RULES  AND  REGULATIONS:  Tenant  agrees  to  abide by all  rules  and
regulations  attached  hereto as  Exhibit  "B" and  incorporated  herein by this
reference, as reasonably amended and supplemented from time to time by Landlord.
Landlord will not be liable to Tenant for violation of the same or any other act
or omission by any other tenant.

     37.  SUCCESSORS  AND ASSIGNS:  This Lease will be binding upon and inure to
the  benefit  of the  respective  heirs,  personal  and  legal  representatives,
successors and permitted assigns of the parties hereto.

     38.  QUIET  ENJOYMENT:  In  accordance  with and  subject  to the terms and
provisions  of this Lease,  Landlord  warrants that it has full right to execute
and to perform under this Lease and to grant the estate demised and that Tenant,
upon Tenant's  payment of the required Rent and Other Rent and performing of all
of the terms,  conditions,  covenants,  and agreements  contained in this Lease,
shall  peaceably and quietly have,  hold and enjoy the Premises  during the full
Lease Term.

     39. ENTIRE AGREEMENT:  This Lease,  together with the BLI Rider,  exhibits,
schedules,  addenda and guaranties (as the case may be) fully  incorporated into
this Lease by this reference,  contains the entire agreement between the parties
hereto regarding the subject matters  referenced herein and supersedes all prior
oral and written agreements between them regarding such matters.  This Lease may
be modified  only by an  agreement  in writing  dated and signed by Landlord and
Tenant after the date hereof.

                                       21

<PAGE>

     40.                    MISCELLANEOUS:

                      (a)   Cross Default. If Tenant has a lease for other space
                            in the Building, any default by Tenant under such
                            lease will constitute a default hereunder.

                      (b)   Severability; Choice of Law; Venue. If any term or
                            condition of this Lease or the application thereof
                            to any person or circumstance is, to any extent,
                            invalid or unenforceable, the remainder of this
                            Lease, or the application of such term or condition
                            to persons or circumstances other than those as to
                            which it is held invalid or unenforceable, is not to
                            be affected thereby and each term and condition of
                            this Lease is to be valid and enforceable to the
                            fullest extent permitted by law. This Lease will be
                            construed in accordance with the laws of the State
                            of Florida. Venue for any action arising out of this
                            Lease shall be Palm Beach County, Florida.

                      (c)   NO OFFER. SUBMISSION OF THIS LEASE TO TENANT DOES
                            NOT CONSTITUTE AN OFFER, AND THIS LEASE BECOMES
                            EFFECTIVE ONLY UPON THE MUTUAL EXECUTION AND
                            DELIVERY BY BOTH LANDLORD AND TENANT AND THE PAYMENT
                            TO LANDLORD OF ANY SECURITY DEPOSITS OR ADVANCE RENT
                            REQUIRED HEREUNDER.

                      (d)   Integration. Tenant acknowledges that it has not
                            relied upon any statement, representation, prior or
                            contemporaneous written or oral promises, agreements
                            or warranties, except such as are expressed herein.

                      (e)   Personal Property Taxes. Tenant will pay before
                            delinquency all taxes assessed during the Lease Term
                            against any occupancy interest in the Premises or
                            personal property of any kind owned by or placed in,
                            upon or about the Premises by Tenant.

                      (f)   Pre-Lease Commencement Occupancy. If Tenant, with
                            Landlord's consent, occupies the Premises or any
                            part thereof prior to the beginning of the Lease
                            Term, all provisions of this Lease will be in full
                            force and effect commencing upon such occupancy, and
                            Base Rent and Other Rent, where applicable, for such
                            period will be paid by Tenant at the same rate
                            herein specified.

                      (g)   Brokers Each party represents and warrants that it
                            has not dealt with any agent or broker in connection
                            with this transaction except for the agents or
                            brokers specifically set forth in the BLI Rider with
                            respect to each Landlord and Tenant. If either
                            parties' representation and warranty proves to be
                            untrue, such party will indemnify the other party
                            against all resulting liabilities, costs, expenses,
                            claims, demands and causes of action, including
                            reasonable attorneys' fees and costs through all
                            appellate actions and proceedings, if any. The
                            foregoing will survive the end of the Lease Term.

                      (h)   No Recording. Neither this Lease nor any memorandum
                            hereof will be recorded by Tenant.

                      (i)   Landlord's Consents. Whenever under this Lease
                            Landlord's consent or approval is expressly or
                            impliedly required, the same may be arbitrarily
                            withheld except as otherwise specified herein.

                      (j)   No Partnership. Nothing contained in this Lease
                            shall be deemed by the parties hereto or by any
                            third party to create the relationship of principal
                            and agent, partnership, joint venturer or any
                            association between Landlord and Tenant, it being
                            expressly understood and agreed that neither the
                            method of computation of Rent nor any other
                            provisions contained in this Lease nor any act of
                            the parties hereto shall be deemed to create any
                            relationship between Landlord and Tenant other than
                            the relationship of landlord and tenant.

                                       22

<PAGE>

                      (k)   Construction of Certain Terms; Headings. Whenever in
                            this Lease the context allows, the word "including"
                            will be deemed to mean "including without
                            limitation". The headings of articles, sections or
                            paragraphs are for convenience only and shall not be
                            relevant for purposes of interpretation of the
                            provisions of this Lease.

                      (l)   No-Air Rights. This Lease does not create, nor will
                            Tenant have, any express or implied easement for or
                            other rights to air, light or view over or about the
                            Building or any part thereof.

                      (m)   Delegation by Landlord. Any acts to be performed by
                            Landlord under or in connection with this Lease may
                            be delegated by Landlord to its managing agent or
                            other authorized person or firm.

                      (n)   Construction. This Lease shall not be more strictly
                            construed against either party hereto by reason of
                            the fact that one party may have drafted or prepared
                            any or all of the terms and provisions hereof. It is
                            acknowledged that each of the parties hereto has
                            been fully represented by legal counsel and that
                            each of such legal counsel has contributed
                            substantially to the content of this Lease.

                      (o)   Confidentiality of Terms. Landlord and Tenant
                            acknowledge that the terms and provisions of this
                            Lease have been negotiated based upon a variety of
                            factors, occurring at a coincident point in time,
                            including, but not limited to: (i) the individual
                            principals involved and the financial strength of
                            Tenant, (ii) the nature of Tenant's business and use
                            of the Premises, (iii) the current leasing market
                            place and the economic conditions affecting rental
                            rates, (iv) the present and projected tenant mix of
                            the Building, and (v) the projected juxtaposition of
                            tenants on the floor(s) upon which the Premises are
                            located and the floors within the Building.
                            Therefore, recognizing the totality, uniqueness,
                            complexity and interrelation of the aforementioned
                            factors, the Tenant agrees to use its best efforts
                            not to disseminate in any manner whatsoever,
                            (whether by word of mouth, mechanical reproduction,
                            physical tender or by any manner of visual or aural
                            transmission or review) the terms and conditions of
                            this Lease to third parties who could in any way be
                            considered presently or in the future as prospective
                            tenants for this or any other leasehold property
                            with which Landlord may be involved. The foregoing
                            notwithstanding, Tenant may disclose such
                            information regarding this Lease as may be
                            reasonably required in any filings which Tenant is
                            required to make with the Securities and Exchange
                            Commission of the United States of America.

                      (p)   Parties Bound. If more than one person or entity is
                            named herein as Tenant, their liability hereunder
                            will be joint and several. In case Tenant is a
                            corporation or limited liability company, Tenant (a)
                            represents and warrants that this Lease has been
                            duly authorized, executed and delivered by and on
                            behalf of Tenant and constitutes the valid and
                            binding agreement of Tenant in accordance with the
                            terms hereof, and (b) Tenant shall deliver to
                            Landlord or its agent, concurrently with the
                            delivery of this Lease, executed by Tenant,
                            certified resolutions of the board of directors (and
                            shareholders, if required) or managers (and members,
                            if required) authorizing Tenant's execution and
                            delivery of this Lease and the performance of
                            Tenant's obligations hereunder. In case Tenant is a
                            partnership, Tenant represents and warrants that all
                            of the persons who are general or managing partners
                            in said partnership have executed this Lease on
                            behalf of Tenant, or that this Lease has been
                            executed and delivered pursuant to and in conformity
                            with a valid and effective authorization therefor by
                            all of the general or managing partners of such
                            partnership, and is and constitutes the valid and
                            binding agreement of the partnership and each and
                            every partner therein in accordance with its terms.
                            It is agreed that each and every present and future
                            partner in Tenant shall be and remain at all times
                            jointly and severally liable hereunder and that
                            neither the death, resignation or withdrawal of any
                            partner, nor the subsequent modification or waiver
                            of any of the terms and provisions of this Lease,
                            shall release the liability of such partner under
                            the terms of this Lease unless and until Landlord
                            shall have consented in writing to such release.

                                       23

<PAGE>

                      (q)   Proposed Use. Landlord has made no inquiries about
                            and makes no representations (express or implied)
                            concerning whether Tenant's proposed use of the
                            Premises is permitted under applicable law,
                            including applicable zoning law; should Tenant's
                            proposed use be prohibited, Tenant shall be
                            obligated to comply with applicable law and this
                            Lease shall nevertheless remain in full force and
                            effect.

                      (r)   Telecommunications Services. Tenant and its
                            telecommunications companies, including local
                            exchange telecommunications companies and
                            alternative access vendor services companies, shall
                            have no right to access to and within the Building,
                            for the installation and operation of
                            telecommunications systems, including voice, video,
                            data, internet, and any other services provided over
                            wire, fiber optic, microwave, wireless, and any
                            other transmission systems ("Telecommunications
                            Services"), for part or all of Tenant's
                            telecommunications within the Building and from the
                            Building to any other location without Landlord's
                            prior written consent, which consent may be withheld
                            in Landlord's absolute discretion. All providers of
                            Telecommunications Services shall be required to
                            comply with the rules and regulations of the
                            Building, applicable laws and Landlord's policies
                            and practices for the Building. Tenant acknowledges
                            that Landlord shall not be required to provide or
                            arrange for any Telecommunications Services and that
                            Landlord shall have no liability to Tenant or
                            Tenant's Agents in connection with the installation,
                            operation or maintenance of Telecommunication
                            Services or any equipment or facilities relating
                            thereto. Tenant, at Tenant's sole cost and expense
                            and for its own account, shall be solely responsible
                            for obtaining all Telecommunications Services in
                            connection with the Premises. No interruption or
                            discontinuance of any Telecommunications Services
                            will be deemed an eviction or a disturbance of
                            Tenant's use and possession of the Premises or any
                            part thereof, or render Landlord liable to Tenant
                            for damages or abatement of Rent or relieve Tenant
                            from the responsibility of performing any of
                            Tenant's obligations under this Lease. The existing
                            Telecommunication Service Equipment, listed in
                            Exhibit "C" is approved by Landlord.

                  IN WITNESS WHEREOF, the parties have executed and delivered
this Lease as of the day and year first above written.

Witnesses:                                "LANDLORD"
                                           --------

                                  ZENITH PROFESSIONAL CENTER, LTD.,
                                  a Florida limited partnership

                                  By:3010 HOLDINGS, INC., a Florida corporation,
                                  general partner

                                  /s/ Scott Brenner
                                      Scott Brenner
                                      President
                                      January 10th, 2003



                                          "TENANT"
                                           ------
                                  VFINANCE, INC., a Delaware corporation
                                  authorized to do business in the State of
                                  Florida

                                  /s/ Leonard J. Sokolow
                                      Leonard J. Sokolow
                                      Chief Executive Officer
                                      January 10th, 2003



                                       24


<PAGE>


                                   Exhibit "A"

                                   FLOOR PLAN

















                                      A-1

<PAGE>

                                   Exhibit "B"

                              RULES AND REGULATIONS

1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
corridors, and halls shall not be obstructed or encumbered by any Tenant or used
for any purpose other than ingress and egress to and from the Premises.

2. No awnings or other projections shall be attached to the outside walls of the
Building without the prior written consent of Landlord. No curtains, blinds,
shades, or screens shall be attached to or hung in, or used in connection with,
any window or door of the Premises, without the prior written consent of
Landlord. Such awnings, projections, curtains, blinds, shades, screens, or other
fixtures must be of a quality, type, design, and color, and attached in the
manner approved by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
Premises or Building or on the inside of the Premises if the same can be seen
from the outside of the Premises without the prior written consent of Landlord
except that the name of Tenant may appear on the entrance door of the Premises.
In the event of a violation of the foregoing by Tenant, Landlord may remove same
without any liability and may charge the expense incurred by such removal to the
Tenant or Tenants violating this rule. Interior signs on doors and the directory
shall be inscribed, painted or affixed for each Tenant by Landlord at the
expense of such Tenant and shall be of a size and style acceptable to the
Landlord.

4. Tenant shall not occupy or permit any portion of the Premises demised to it
to be occupied as an office for a public stenographer or typist, or as a barber
or manicure shop, or as an employment bureau. Tenant shall not engage or pay any
employees on the Premises, except those actually working for Tenant at the
Premises, nor advertise for labor giving an address at the Premises. The
Premises shall not be used for gambling, lodging, or sleeping or for any immoral
or illegal purposes. The Premises shall not be used for the manufacture,
storage, or sale of merchandise, goods or property of any kind whatsoever.

5. The sashes, sash doors, skylights, windows, and doors that reflect or admit
light and air into the halls, passageway or other public places in the Building
shall not be covered or obstructed by any Tenant nor shall any bottles, parcels
or other articles be placed on the window sills. No materials shall be placed in
the corridors or vestibules nor shall any articles obstruct any air conditioning
supply or exhaust vent.

6. The water and wash closets and other plumbing fixtures shall not be used for
any purposes other than those for which they were constructed and no sweepings,
rubbish, rags, or other substances shall be thrown therein. All damages
resulting from any misuse of the fixtures by Tenant, its servants, employees,
agents, or licensees shall be borne by Tenant.

7. No Tenant shall mark, paint, drill into, or in any way deface any part of the
Premises or the Building of which they form a part. No boring, cutting, or
stringing of wires shall be permitted, except with the prior written consent of
Landlord, and as it may direct. Should a Tenant require telegraphic, telephonic,
annunciator or other communication service, Landlord will direct the
electricians where and how wires are to be introduced and placed, and none shall
be introduced or placed except as Landlord shall direct. Electric current shall
not be used for power or heating without Landlord's prior written permission.
Neither Tenant nor Tenant's Agents including, but not limited to, electrical
repairmen and telephone installers, shall lift, remove or in any way alter or
disturb any of the interior ceiling materials of the Premises or Building, nor
shall any of same have any access whatsoever to the area above the interior
ceiling of the Premises or the Building except with the prior written consent of
Landlord and in accordance with guidelines established by Landlord. No antennas
shall be permitted.

8. No bicycles, vehicles, or animals of any kind shall be brought into or kept
in or about the Premises, and no cooling shall be done or permitted by any
Tenant on said Premises. No Tenant shall cause or permit any unusual or
objectionable odors to be produced upon or permeate from the Premises.

                                  Exhibit B-1

<PAGE>

9. Landlord shall have the right to retain a passkey and to enter the Premises
at any time, to examine same or to make such alterations and repairs as may be
deemed necessary, or to exhibit same to prospective Tenants during normal
business hours.

10. No Tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises or those having business with them, whether by the use of any
musical instrument, radio, talking machine, unmusical noise, whistling, singing,
or in any other way. No Tenant shall throw anything out of doors, windows, or
skylights, or down the passageways.

11. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant, nor shall any changes be made in existing locks
or the mechanism thereof. Each Tenant must, upon the termination of his tenancy
restore to the Landlord all keys of offices and toilet rooms, either furnished
to, or otherwise procured by, such Tenant. Tenant shall pay to the Landlord the
cost of any lost keys.

12. Tenant will refer all contractors, contractors' representatives and
installation technicians, rendering any service to Tenant, to Landlord for
Landlord's supervision, approval, and control before performance of any
contractual service. This provision shall apply to all work performed in the
building, including installations of telephones, telegraph equipment, electrical
devices and attachments, and installations of any nature affecting floors,
walls, woodwork, trim, windows, ceilings, equipment or any other physical
portion of the Building.

13. All removals, or the carrying in or out of any safes, freight, furniture or
bulky matter of any description must take place during the hours which the
Landlord or its agent may determine from time to time. All such movement shall
be under supervision of Landlord and in the manner agreed between Tenant and
Landlord by pre-arrangement before performance. Such pre-arrangements initiated
by Tenant will include determination by Landlord, subject to his decision and
control, of the time, method, and routing of movement and limitations imposed by
safety or other concerns which may prohibit any article, equipment or any other
item from being brought into the building. Landlord reserves the right to
prescribe the weight and position of all safes, which must be placed upon 2-inch
thick plank strips to distribute the weight. Any damage done to the Building or
to other Tenants or to other persons in bringing in or removing safes, furniture
or other bulky or heavy articles shall be paid for by the Tenant.

14. Tenant agrees that all machines or machinery placed in the Premises by
Tenant will be erected and placed so as to prevent any vibration or annoyance to
any other Tenants in the Building of which the Premises are a part, and it is
agreed that upon written request of Landlord, Tenant will, within ten (10) days
after the mailing of such notice, provide approved settings for the absorbing,
preventing, or decreasing of noise from any or all machines or machinery placed
in the Premises.

15. Each Tenant shall, at its expense, provide artificial light for the
employees of the Landlord while doing janitor service or other cleaning, and in
making repairs or alterations in said Premises.

16. The requirements of Tenant will be attended to only upon written application
at the office of the Building. Employees of Landlord shall not receive or carry
messages for or to any Tenant or other person nor contract with or render free
or paid services to any Tenant or Tenant's agent, employees, or invitees.

17. Canvassing, soliciting, and peddling in the Building is prohibited and each
Tenant shall cooperate to prevent the same.

18. Tenant shall have the free use of the mail chutes, if any, installed in the
Building, but the Landlord in no wise guarantees efficiency of the said mail
chutes and shall be in a no wise responsible for any damage or delay which may
arise from use thereof.

19. Landlord will not be responsible for lost, stolen, or damaged property,
equipment, money, or jewelry from Tenant's area or public rooms regardless of
whether such loss occurs when area is locked against entry or not.

                                  Exhibit B-2

<PAGE>

20. Landlord specifically reserves the right to refuse admittance to the
Building from 6 p.m. to 8 a.m. daily, or on Saturdays, Sundays or legal
holidays, to any person or persons who cannot furnish satisfactory
identification, or to any person or persons who, for any other reason in the
Landlord's judgment, should be denied access to the Premises. Landlord, for the
protection of the Tenant and Tenant's effects may prescribe hours and intervals
during the night and on Saturdays, Sundays and holidays, when all persons
entering and departing the Building shall be required to enter their names, the
offices to which they are going or from which they are leaving, and the time of
entrance and departure in a register provided for the purpose by that Landlord.

21. No Tenant, nor any of Tenant's Agents, shall at any time bring or keep upon
the Premises any inflammable, combustible, or explosive fluid, chemical, or
substance.

22. Landlord reserves the right to make such other and further reasonable rules
and regulations as in its judgment may from time to time be needful for the
safety, care and cleanliness of the Premises, and for the preservation of good
order therein and any such other or further rules and regulations shall be
binding upon the parties hereto with the same force and effect as if they had
been inserted herein at the time of the execution hereof.











                                  Exhibit B-3

<PAGE>


                                   Exhibit "C"

                      EXISTING TELECOMMUNICATIONS EQUIPMENT



                                    2 Bellsouth Voice T1 PRI's
                                    2 MCI Data T1's
                                    1 Verio Data T1
                                    1 CSC Frame Relay


                                    1 Bellsouth Voice ISDN
                                    1 Brass ISDN
                                    1 Paine Webber ISDN
                                    1 Verop ISDN


                                    3 Bellsouth POTS Lines










                                  Exhibit C -1

<PAGE>


                          SATELLITE DISH/ANTENNA RIDER

                  THIS SATELLITE DISH/ANTENNA RIDER (this "Rider") is dated,
executed and delivered concurrently with the attached lease (the "Lease") by and
between ZENITH PROFESSIONAL CENTER, LTD., a Florida corporation ("Landlord") and
VFINANCE, INC., a Delaware corporation authorized to do business in the State of
Florida ("Tenant"). In the event of any conflict between the terms and
conditions of this Rider and the terms and conditions of the Lease, the terms
and conditions of this Rider shall govern.

1. The Antenna. Landlord understands that during the Lease Term, Tenant may
require communication services in connection with the operation of Tenant's
business which would necessitate the construction, installation, operation and
use by Tenant of a communication antenna, microwave and/or satellite dish,
together with related equipment, mountings and supports (collectively, the
"Antenna") on the roof of the Building. Subject to the rights of other tenants
in the Building and the terms of this Rider, Landlord shall make available to
Tenant, for Tenant's own use (and not for resale purposes) sufficient (as
reasonably determined by Landlord) space on the roof of the Building for the
Antenna at a location designated by Landlord (it being agreed that in no event
shall the area of the roof used by Tenant for the Antenna exceed ______ square
feet). Landlord shall have no obligation to reserve any portion of the roof for
Tenant's use and the use of the roof for such purposes shall be allocated on a
"first come, first served" basis. Tenant's use of the roof of the Building shall
be on a non-exclusive basis. In connection with Tenant's use of the roof of the
Building, and subject to the rights of other tenants in the Building, Landlord
shall make available to Tenant access to the roof for the construction,
installation, maintenance, repair, operation and use of the Antenna, as well as
reasonable space in the Building to run electrical and telecommunications
conduits from the Antenna to the Premises. The installation of the Antenna shall
constitute an Alteration and shall be performed at Tenant's sole cost and
expense (including, without limitation, any costs and expenses in connection
with reinforcing the roof of the Building, if required) in accordance with and
subject to the provisions of Section 12 of the Lease and except as otherwise
expressly set forth in this Rider. All of the provisions of this Lease with
respect to Tenant's obligations hereunder shall apply to the installation, use
and maintenance of the Antenna, including, without limitation, provisions
relating to compliance with insurance, indemnity, repairs and maintenance. The
license granted to Tenant in this Rider shall not be assignable by Tenant
separate and apart from this Lease.

2. Use of the Roof and the Antenna. Landlord retains the right to use the
portion of the roof on which the Antenna is located for any purpose whatsoever.
Tenant shall use the Antenna so as not to cause any interference to other
tenants or Landlord in the Building or interference with or disturbance to the
reception or transmission of communication signals by or from any antenna,
satellite dishes or similar equipment previously installed by landlord or any
other tenant in the Building or damage to or interference with the operation of
the Building or Building Systems. If after any Antenna is installed by Tenant it
is discovered that the Antenna causes any such interference, damage or
disturbance, then Tenant, at its sole cost and expense, shall relocate its
Antenna to another area on the roof designated by Landlord. If such interference
or disturbance still occurs despite such relocation, or if no portion of the
roof is available for such relocation, Tenant, at its sole cost and expense,
shall remove its Antenna from the roof of the Building. In the event Tenant
fails to relocate or remove the Antenna, Landlord may do so, and Tenant shall
promptly reimburse Landlord for any costs incurred by Landlord in connection
therewith. In no event shall Tenant's installation of the Antenna puncture or
otherwise penetrate the surface of the roof the Building.

3. Default; Remedies. If Tenant is in default under any provision of the Lease
or this Rider then, without limiting Landlord's rights and remedies, Landlord
may otherwise have under this Lease, Tenant, upon written notice from Landlord,
shall, at Tenant's sole cost and expense immediately discontinue its use of the
Antenna and remove the same from the roof of the Building.

4. Relocation. In addition to the right of Landlord to cause Tenant to relocate
the Antenna pursuant to this Rider, Landlord may at its option, at any time
during the Term after reasonable prior notice to Tenant (except in the event of
an emergency) relocate the Antenna to another area on the roof designated by
Landlord, provided that such relocation does not cause the transmission or
receipt of communication signals to be materially interrupted or impaired other
than temporarily in connection with such relocation and, except as set forth
with respect to Landlord's right to cause Tenant to relocate the Antenna
pursuant to Section 2 of this Rider, such relocation shall be performed at
Landlord's sole cost and expense.

                     Satellite Dish/Antenna Rider Page - 1

<PAGE>

5. Compliance with Applicable Laws. Landlord shall not have any obligations with
respect to the Antenna or compliance with any applicable governmental laws,
rules, regulations, ordinances or any other legal requirments imposed by any
governmental authority whatsoever ("Governmental Requirements") relating thereto
(including, without limitation, the obtaining of any required permits or
licenses, or the maintenance thereof), nor shall Landlord be responsible for any
damage that may be caused to Tenant or the Antenna by any other tenant or
occupant of the Building. Landlord makes no representation that the Antenna will
be able to receive or transmit communication signals without interference or
disturbance (whether or not by reason of the installation or use of similar
equipment by others on the roof) and Tenant agrees that Landlord shall not be
liable to Tenant therefor. Tenant shall, at Tenant's sole cost and expense, keep
the Antenna and the fact that the Antenna is present at the Building, in
compliance with any and all Governmental Requirements, now existing or hereafter
imposed, including without limitation, those Governmental Requirements which may
necessistate the relocation or removal of the Antenna.

6. Appearance; Lightning Rods. Tenant, at Tenant's sole cost and expense, shall
paint and maintain the Antenna in white or such other color as Landlord shall
determine and shall install such lightning rods or air terminals on or about the
Antenna as Landlord may reasonably require.

7. Tenant's Obligations. Tenant shall (i) be solely responsible for any damage
caused to Landlord or any other person or property as a result of the
installation, maintenance or use of the Antenna, (ii) promptly pay any tax,
license, permit or other fees or charges imposed pursuant to any Requirements
relating to the installation, maintenance or use of the Antenna, (iii) promptly
comply with all precautions and safeguards recommended by Landlord's insurance
company and all Governmental Authorities, and (iv) perform all necessary repairs
or replacements to, or maintenance of, the Antenna, except that at Landlord's
option, Landlord may elect to perform such repairs, replacements or maintenance
at Tenant's sole cost and expense.

8. Licence. Tenant acknowledges and agrees that the privileges granted Tenant
under this Rider shall merely constitute a license and shall not, now or at any
time after the installation of the Antenna, be deemed to grant Tenant a
leasehold or other real property interest in the Building or any portion
thereof. The license granted to Tenant in this Rider shall automatically
terminate and expire upon the expiration or earlier termination of this Lease
and the termination of such license shall be self-operative and no further
instrument shall be required to effect such termination. The foregoing
notwithstanding, upon request by Landlord, Tenant, at Tenant's sole cost and
expense, promptly shall execute and deliver to Landlord, in recordable form, any
certificate or other document confirming the termination of Tenant's right to
use the roof of the Building.

9. Ratification. Except as expressly set forth herein, the Lease is ratified and
confirmed as written.

                  IN WITNESS WHEREOF, Landlord and Tenant have executed and
delivered this Rider concurrently with the Lease.

Witnesses:                                  "LANDLORD"
                                             --------

                                            ZENITH PROFESSIONAL CENTER, LTD.,
                                            a Florida limited partnership

                                            By: 3010 HOLDINGS, INC.,
                                                a Florida corporation, general
                                                partner

                                                /s/ Scott Brenner
                                                    Scott Brenner
                                                    President
                                                    January 10th, 2003




                     Satellite Dish/Antenna Rider Page - 2

<PAGE>


                                            "TENANT"

                                            VFINANCE, INC., a Delaware
                                            corporation authorized to do
                                            business in the State of Florida

                                            /s/ Leonard J. Sokolow
                                            Leonard J. Sokolow
                                            Chief Executive Officer
                                            January 10th, 2003












                     Satellite Dish/Antenna Rider Page - 3

<PAGE>

                          RIGHT OF FIRST REFUSAL RIDER


         This Right of First Refusal Rider (this "Rider") is dated, executed and
delivered concurrently with the attached lease (the "Lease") by and between
ZENITH PROFESSIONAL CENTER, LTD., a Florida limited partnership ("Landlord") and
VFINANCE, INC., a Delaware ("Tenant"). In the event of any conflict between the
terms of this Rider and the terms of the Lease, the terms of this Rider shall
govern.

1. Grant of Right. Subject to the terms of paragraphs 2 and 3 below, Landlord
hereby grants to Tenant a right of first refusal (the "Refusal Right") with
respect to any space located on the third floor of the Building (the "Refusal
Space") during the Lease Term.

2. Exercise of Rights; Applicable Terms. With respect to the Refusal Space:

(a) Landlord shall notify Tenant in writing of (i) Landlord's receipt of a bona
fide written acceptable offer to lease all or part of the Refusal Space, and
(ii) the relevant lease terms pertaining thereto prior to the intended
commencement date for such new tenant.

(b) Tenant shall, provided Tenant is then in possession of an amount of space
not less than the entire Premises originally set forth in the Lease and provided
Tenant is not then or at the date of delivery of possession of the subject
portion of the Refusal Space in default of this Lease, have the right to lease
from Landlord the portion of the Refusal Space covered in Landlord's notice on
the terms and conditions of this Lease except for (i) improvement allowance,
Landlord's build-out obligations, free rent provisions, parking charges, etc.,
which, although applicable to this Lease, shall not be applicable to the Refusal
Space and (ii) Base Rent with respect to the Refusal Space shall be either the
Base Rent set forth in Section 3 of the Lease or the Base Rent set forth in the
bona fide written offer, whichever is less, and (iii) Tenant's Percentage Share
shall be adjusted accordingly.

(c) Tenant shall have a period of ten (10) days from the date of Landlord's
notification to elect, by written notification delivered to Landlord within such
ten (10) day period, whether it shall exercise its Refusal Right.

(d) If Tenant wishes to exercise the Refusal Right and so delivers written
notice to Landlord within the aforesaid ten (10) day period, then Landlord and
Tenant shall execute an amendment to this Lease within five (5) days thereafter
setting forth all relevant terms pertaining to the subject portion of the
Refusal Space, including Base Rent, Commencement Date, Tenant's Percentage Share
and Expiration Date.

3. Failure to Exercise. If Tenant no longer has the Refusal Right pursuant to
other provisions of this Rider or the Lease, or fails to properly exercise
within the ten (10) day exercise period or fails to enter into an amendment
within the five (5) day execution period, then the Refusal Right, with respect
to the subject portion of the Refusal Space then being negotiated by Landlord,
shall thereupon and thereafter be null, void and of no further force or effect.
LANDLORD AND TENANT ACKNOWLEDGE AND AGREE THAT TIME IS OF THE ESSENCE FOR
TENANT'S EXERCISE OF ANY REFUSAL RIGHT. LANDLORD IS NOT OBLIGATED TO NOTIFY
TENANT OF ANY UPCOMING NEED TO TIMELY EXERCISE A REFUSAL RIGHT OTHER THAN TO
NOTIFY TENANT AS SET FORTH IN PARAGRAPH 2(a) ABOVE.

4. Right Not Transferable. Landlord grants to Tenant this Refusal Right
specifically due to the character and nature of Tenant. As such, if Tenant
shall, during the Lease Term or any extension thereof, assign or sublet any or
all of the Premises, this right shall not pass to any assignee or subtenant by
or through an assignment or sublease and shall terminate as of the date of
execution of any assignment or sublease.

5. Ratification. Except as expressly set forth herein, the Lease is ratified and
confirmed as written.

                                       1

<PAGE>


Witnesses:                                  "LANDLORD"
                                             --------

                                            ZENITH PROFESSIONAL CENTER, LTD.,
                                            a Florida limited partnership

                                            By: 3010 HOLDINGS, INC.,
                                                a Florida corporation, general
                                                partner

                                               /s/ Scott Brenner
                                                   Scott Brenner
                                                   President
                                                   January 10th, 2003


                                            "TENANT"
                                             ------
                                            VFINANCE, INC., a Delaware
                                            corporation authorized to do
                                            business in the State of Florida


                                            /s/ Leonard J. Sokolow
                                                Leonard J. Sokolow
                                                Chief Executive Officer
                                                January 10th, 2003


                                       2

<PAGE>

                         FIRST ADDENDUM TO OFFICE LEASE



         THIS FIRST ADDENDUM TO OFFICE LEASE (this "First Addendum") is entered
into this 1st day of January, 2003 by and between ZENITH PROFESSIONAL CENTER,
LTD., a Florida limited partnership ("Landlord"), and VFINANCE INC., a Delaware
corporation ("Tenant").



                                    RECITALS:

         A. Landlord and Tenant entered into that certain Lease, of even date
herewith (the "Lease"), to which this First Addendum is attached and made an
integral part.

         B. Landlord and Tenant intend to modify and amend the Lease, all as
provided for in this First Addendum.

         NOW, THEREFORE, in consideration of TEN & NO/100 DOLLARS ($10.00) and
other good and valuable considerations, the receipt, adequacy and sufficiency of
which are all hereby acknowledged, Landlord and Tenant agree as follows:

1. Recitals; Capitalized Terms; Conflict. The foregoing Recitals are true and
correct and are incorporated herein by this reference. Any capitalized term not
defined in this First Addendum shall have the meaning ascribed to such term in
the Lease. In the event of any conflict between the terms and conditions set
forth in this First Addendum and those set forth in the Lease, the terms and
conditions of this First Addendum shall apply.

2. Configuration of Premises. Subject to Landlord preparing plans and
specification and obtaining any and all building permits required, Landlord
shall within a reasonable period of time after the Lease Commencement Date
complete the following improvements to configure and improve the Premises (the
following items 2.(a), (b) and (c) are collectively referred to herein as the
"Improvements").

(a) Demising Walls. Landlord, shall install demising walls at the points
indicated as item 2.(a) in Exhibit "A" to the Lease in order to divide the
Premises from the space adjacent to the Premises, (the "Demising Wall").
Landlord shall use it's reasonable efforts to install the Demising Wall with a
minimum of interference to Tenant.

(b) Entry Door. Landlord shall install double entry doors to the Premises in
similar style, configuration and materials to the existing entry door to the
premises being separated from the Premises, at the point indicated as item 2,(b)
in Exhibit "A" to the Lease.

(c) Executive Office and Employee Kitchen. Landlord shall configure and install
an executive office with a sound proofed wall separating such office from an
employee kitchen at the point indicated as item 2.(c) in Exhibit "A" to the
Lease. The executive office shall have a separate entrance from the main hall
way. Landlord shall install a small employee kitchen at the point indicated as
item 2.(c) in Exhibit "A" to the Lease. The employee kitchen shall have an
entrance from the main hall way and shall be furnished with equipment and
fixtures determined appropriate for the size and configuration of the kitchen,
as determined by Landlord, in Landlord's reasonable discretion.

(d) Conference Room. Landlord shall configure the conference room indicated at
point 2.(d) in Exhibit "A" to the Lease so as to remove the wall and header in
said office leaving open both entry doors currently located therein.

                                       3

<PAGE>

3. Cost of Configuration; Cost of Existing Improvements. The cost of completing
the Improvements shall be shared between Landlord and Tenant, with each party
paying fifty percent (50%) of the cost of the Improvements, provided however,
that Tenant shall not be obligated to pay more than $20,000 for the
Improvements. Tenant's share of the costs of the Improvements shall be due and
payable in twelve (12) equal installments, paid monthly along with Tenant's
payment of Rent, and shall be deemed to be a part of the Rent payment due each
month, until the Improvements are paid for in full. In the event that any
improvements or removal of improvements within the Premises were undertaken by
Tenant, or Tenant's predecessor in interest, for which proper building permits,
inspections and approvals from the City of Boca Raton, Florida, where not
obtained, Tenant shall be responsible for any and all costs, obligations, fines,
liabilities or charges arising out of, or in anyway connected with such
improvements or removal of improvements. Tenant shall promptly remit such
amounts as may be due for such improvements or removal of improvements upon
demand by Landlord.

4. Leasing Commission.

(a) Tenant's Leasing Commission Share. In the event that Tenant does not
exercise that certain Right of First Refusal as provided for in the Right of
First Refusal Rider to the Lease, and Landlord leases the Refusal Space to
another tenant, then Tenant shall pay to Landlord one half (1/2) of the gross
leasing commission which Landlord was required to pay in connection with the
lease of the Refusal Space to the other Tenant, not to exceed $25,000 (the
"Tenant's Leasing Commission Share"). The Tenant's Leasing Commission Share
shall be due and payable in twelve (12) equal installments, paid monthly along
with Tenant's payment of Rent, and shall be deemed to be a part of the Rent
payment due each month, until the Tenant's Leasing Commission Share is paid in
full.

(b) Tenant Procures Tenant for Refusal Space. In the event that Tenant procures
a prospective tenant for the Refusal Space and such prospective tenant is not
represented by a real estate broker, then Landlord shall pay a real estate
brokerage commission to Brenner Real Estate Group equal to three percent (3%) of
the gross rents paid under such lease and Tenant's Leasing Commission Share
shall be one half (50%) of such amount, and shall otherwise be paid as provided
for in Section 3.(a) above.

(c) Termination of Tenant's Obligation. Tenant's obligations to pay the Tenant's
Leasing Commission Share shall terminate and expire in the event that a lease
for the Refusal Space is not executed within eighteen (18) consecutive calendar
months of the Commencement Date of the Lease. Further, Tenant's obligation to
pay the Tenant's Leasing Commission Share shall be a one time obligation and,
once Tenant is required to pay such obligation, shall not be re-imposed for any
other subsequent leases of the Refusal Space.

5. Stock Purchase Warrant. As additional consideration for Landlord's lease of
the Premises to Tenant, Tenant has granted to Landlord certain rights to
purchase shares of the stock Tenant pursuant to the terms and conditions of the
Stock Purchase Warrant, attached to the Lease. Tenant agrees and acknowledges
that the grant of the rights under the Stock Purchase Warrant has been made for
good and adequate consideration.

6. Signage at the Building. Tenant shall not be entitled to any Primary Building
Signage on the exterior of the Building. Landlord shall not provide Primary
Building Signage on the exterior of the Building to either (i) Parthenon Studios
(a current tenant in the Building), or similar day spa or salon type user or
(ii) any other current or future tenant in the building engaged in the
securities brokerage, investment banking business. "Primary Building Signage"
shall mean any sign depicting a company name and/or logo on the western exterior
of the building, facing Military Trail. Primary Building Signage shall not
include any signs on the pylon sign for the Building, and smaller signage
adjacent to the entry-ways to the Building, any interior directory or other
interior signage at the Building.

7. Ratification. Except as expressly set forth in this First Addendum, the Lease
is ratified and confirmed as written.

         IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered
this Second Amendment as of the Effective Date.


                                       4

<PAGE>



                                            "LANDLORD"

                                            ZENITH PROFESSIONAL CENTER, LTD.,
                                            a Florida limited partnership

                                            By: 3010 HOLDINGS, INC.,
                                                a Florida corporation, general
                                                partner

                                            /s/ Scott Brenner
                                                Scott Brenner
                                                President
                                                January 10th, 2003


                                            "TENANT"
                                             ------
                                            VFINANCE, INC., a Delaware
                                            corporation authorized to do
                                            business in the State of Florida


                                            /s/ Leonard J. Sokolow
                                                Leonard J. Sokolow
                                                Chief Executive Officer
                                                January 10th, 2003



                                       5

<PAGE>

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.



                             STOCK PURCHASE WARRANT


                To Purchase 250,000 Shares of the Common Stock of



                                 VFINANCE, INC.



     THIS CERTIFIES that, for value received, ZENITH PROFESSIONAL CENTER, LTD.,
     a Florida limited partnership and/or its assigns (the "Holder"), is
     entitled, upon the terms and subject to the conditions hereinafter set
     forth, at any time on or after the date hereof (the "Exercise Date") and on
     or prior to the close of business on the date which is five years after the
     date hereof (the "Termination Date"), to subscribe for and purchase from
     vFinance, Inc. (the "Company"), up to Two Hundred and Fifty Thousand
     (250,000) shares (the "Warrant Shares") of common stock, par value $.001
     per share (the "Common Stock") of the Company. The purchase price of each
     share of Common Stock (the "Exercise Price") under this Warrant shall be
     $0.15. The Exercise Price and the number of shares for which the Warrant is
     exercisable shall be subject to adjustment as provided herein. In the event
     of any conflict between the terms of this Warrant and the Lease Agreement
     among Company and the investors signatory thereto, including the Holder,
     dated as of January 1, 2003 (the "Lease Agreement") pursuant to which this
     Warrant has been issued, the Lease Agreement shall control. Capitalized
     terms used and not otherwise defined herein shall have the meanings set
     forth for such terms in the Lease Agreement.

                                       1

<PAGE>



1. Title to Warrant. Prior to the Termination Date and subject to compliance
with applicable laws and the terms of this Warrant, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.

2. Authorization of Shares. The Company covenants that all shares of Common
Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

3. Vesting. The Holder's right to purchase the Warrant Shares shall vest
immediately.

4. Exercise of Warrant. Except as provided in Sections 3 and 4 herein, exercise
of the purchase rights represented by this Warrant may be made at any time or
times on or after the Exercise Date, as to not less than (i) 1,000 Warrant
Shares at a time, or, (ii) if this Warrant evidences rights of a Holder to
purchase less than 2,000 unpurchased shares of Common Stock, all such
unpurchased shares, and in either case before the close of business on the
Termination Date by the surrender of this Warrant and the Notice of Exercise
Form annexed hereto duly executed, at the office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the Company) and upon payment of the Exercise Price of the shares thereby
purchased by wire transfer or cashier's check drawn on a United States bank, the
holder shall be entitled to receive a certificate for the number of shares of
Common Stock so purchased. Certificates for shares purchased hereunder shall be
delivered to the holder hereof within ten (10) Trading Days after the date on
which this Warrant shall have been exercised as aforesaid. This Warrant shall be
deemed to have been exercised and such certificate or certificates shall be
deemed to have been issued, and the Holder or any other person so designated to
be named therein shall be deemed to have become a holder of record of such
shares for all purposes, as of the date on which this Warrant is surrendered
(together with the Notice of Exercise) and payment of the Exercise Price is
made. If this Warrant shall have been exercised in part, the Company shall, at
the time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to
purchase the unpurchased shares of Common Stock called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant.


5. No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to the Exercise Price.

6. Charges, Taxes and Expenses. Issuance of certificates for shares of Common
Stock upon the exercise of this Warrant shall be made without charge to the
holder hereof for any issue or federal or state transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the holder of this Warrant or in such name or names as may be
directed by the holder of this Warrant; provided, however, that in the event
certificates for shares of Common Stock are to be issued in a name other than
the name of the holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the holder hereof; and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.

7. Closing of Books. The Company will not close its stockholder books or records
in any manner which prevents the timely exercise of this Warrant.

8. Transfer, Division and Combination. (a) The Holder (and its transferees and
assigns), by acceptance of this Warrant, covenants and agrees that it is
acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant
Shares, for its own account as an investment and not with a view to the resale
or distribution thereof. The Warrant Shares have not been registered under the
Securities Act or any state securities laws and no transfer of any Warrant
Shares shall be permitted unless the Company has received notice of such
transfer, at the address of its principal office set forth in the Lease
Agreement, in the form of assignment attached hereto, accompanied by an opinion
of counsel reasonably satisfactory to the Company that an exemption from
registration of such Warrants or Warrant Shares under the Securities Act is

                                       2

<PAGE>

available for such transfer, except that no such opinion shall be required after
the registration for resale by the Holder of the Warrant Shares, as contemplated
by the Registration Rights Agreement. Upon any exercise of the Warrants,
certificates representing the Warrant Shares shall bear a restrictive legend
substantially identical to that set forth on the face of this Warrant
certificate. Any purported transfer of any Warrant or Warrant Shares not in
compliance with the provisions of this section shall be null and void.

                           (b) This Warrant may be divided or combined with
other Warrants upon presentation
hereof at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney; provided, however, that no division
of this Warrant shall be permitted which would create at Warrant with respect to
less than 1,000 Warrant Shares. Subject to compliance with Section 8(a), as to
any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

                           (c) The Company shall prepare, issue and deliver at
its own expense (other than
transfer taxes) the new Warrant or Warrants under this Section 8.

                           (d) The Company agrees to maintain, at its aforesaid
office or the office of its transfer or registration agent, books for the
registration and the registration of transfer of the Warrants.

9. No Rights as Stockholder until Exercise. This Warrant does not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price, the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record owner of such shares
as of the close of business on the later of the date of such surrender or
payment.

10. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant certificate or any
stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not exceed that customarily charged by the Company's transfer agent), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

12. Adjustments of Exercise Price and Number of Warrant Shares. (a) Stock
Splits, etc. The number and kind of securities purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment from time to
time upon the happening of any of the following. In case the Company shall (i)
pay a dividend in shares of Common Stock or make a distribution in shares of
Common Stock to holders of its outstanding Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (iv) issue any shares of its capital stock
in a reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the holder of this Warrant shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company which he
would have been entitled to receive had such Warrant been exercised in advance
thereof. Upon each such adjustment of the kind and number of Warrant Shares or
other securities of the Company which are purchasable hereunder, the holder of
this Warrant shall thereafter be entitled to purchase the number of Warrant
Shares or other securities resulting from such adjustment at an Exercise Price
per Warrant Share or other security obtained by multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of Warrant Shares
purchasable pursuant hereto immediately prior to such adjustment and dividing by
the number of Warrant Shares or other securities of the Company resulting from
such adjustment. An adjustment made pursuant to this paragraph shall become
effective immediately after the effective date of such event retroactive to the
record date, if any, for such event.

                                       3

<PAGE>

         Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock (other than a change in nominal value to no nominal value, or from
no nominal value to nominal value, or as a result of a subdivision, combination
or other event described in paragraph (a) of this Section), consolidate or merge
with or into another corporation (where the Company is not the surviving
corporation or where there is a change in or distribution with respect to the
Common Stock of the Company), or sell, transfer or otherwise dispose of all or
substantially all its property, assets or business to another corporation and,
pursuant to the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets, shares of common stock of the successor
or acquiring corporation, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other subscription or
purchase rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or distributed
to the holders of Common Stock of the Company, then Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition
of assets by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event. In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of shares of Common Stock for which this Warrant is exercisable
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 11. The foregoing provisions of this Section 11 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.

13. Voluntary Adjustment by the Company. The Company may at any time during the
term of this Warrant, reduce the then current Exercise Price to any amount and
for any period of time deemed appropriate by the Board of Directors of the
Company.

14. Notice of Adjustment. Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested, to the
holder of this Warrant notice of such adjustment or adjustments setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Such notice, in the absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.

15. Notice of Corporate Action. If at any time:

                           (a) the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or
other distribution, or any right to subscribe for or purchase any evidences of
its indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

                           (b) there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any consolidation with or merger of the Company into, or any sale,
transfer or other disposition of all or substantially all the property, assets
or business of the Company to, another corporation or,

                           (c) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;

                                       4

<PAGE>

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 10 days' prior written notice of any record date for such dividend,
distribution or right or for determining rights to vote in respect of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 10 days' prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Common Stock shall be entitled to any
such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with Section
17(d).

16. Authorized Shares. The Company covenants that during the period the Warrant
is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the Principal Market upon which the Common
Stock may be listed.

                           The Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use its best efforts to
obtain all such authorizations,exemptions or consents from any public regulatory
body having jurisdiction thereof as may be necessary to enable the Company to
perform its obligations under this Warrant.

                           Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

17. Miscellaneous.

         (a) Jurisdiction. This Warrant shall be binding upon any successors or
  assigns of the Company. This Warrant shall constitute a contract under the
  laws of New York without regard to its conflict of law, principles or rules,
  and be subject to arbitration pursuant to the terms set forth in the Lease
  Agreement.

         (b) Restrictions. The holder hereof acknowledges that the Warrant
  Shares acquired upon the exercise of this Warrant, if not registered, will
  have restrictions upon resale imposed by state and federal securities laws.

         (c) Nonwaiver and Expenses. No course of dealing or any delay or
  failure to exercise any right hereunder on the part of the Holder shall
  operate as a waiver of such right or otherwise prejudice Holder's rights,
  powers or remedies, except that all rights hereunder terminate on the
  Termination Date. If the Company fails to comply with any provision of this
  Warrant, the Company shall pay to the Holder such amounts as shall be
  sufficient to cover any costs and expenses including, but not limited to,
  reasonable attorneys' fees, including those of appellate proceedings, incurred
  by the Holder in collecting any amounts due pursuant hereto or in otherwise
  enforcing any of its rights, powers or remedies hereunder.

                                       5

<PAGE>

         (d) Notices. Any notice, request or other document required or
  permitted to be given or delivered to the holder hereof by the Company shall
  be delivered in accordance with the notice provisions of the Lease Agreement.

         (e) Limitation of Liability. No provision hereof, in the absence of
  affirmative action by Holder to purchase shares of Common Stock, and no
  enumeration herein of the rights or privileges of Holder hereof, shall give
  rise to any liability of the Holder for the purchase price of any Common Stock
  or as a stockholder of the Company, whether such liability is asserted by the
  Company or by creditors of the Company.

         (f) Remedies. The Holder, in addition to being entitled to exercise all
  rights granted by law, including recovery of damages, will be entitled to
  specific performance of its rights under this Warrant. The Company agrees that
  monetary damages would not be adequate compensation for any loss incurred by
  reason of a breach by it of the provisions of this Warrant and hereby agrees
  to waive the defense in any action for specific performance that a remedy at
  law would be adequate.

         (g) Successors and Assigns. Subject to applicable securities laws, this
  Warrant and the rights and obligations evidenced hereby shall inure to the
  benefit of and be binding upon the successors of the Company and the
  successors and permitted assigns of the Holder. The provisions of this Warrant
  are intended to be for the benefit of all Holders from time to time of this
  Warrant and shall be enforceable by any such Holder or holder of Warrant
  Shares.

         (h) Amendment. This Warrant may be modified or amended or the
  provisions hereof waived only with the written consent of the Company and the
  Holder.

         (i) Severability. Wherever possible, each provision of this Warrant
  shall be interpreted in such manner as to be effective and valid under
  applicable law, but if any provision of this Warrant shall be prohibited by or
  invalid under applicable law, such provision shall be ineffective to the
  extent of such prohibition or invalidity, without invalidating the remainder
  of such provisions or the remaining provisions of this Warrant.

         (j) Headings. The headings used in this Warrant are for the convenience
  of reference only and shall not, for any purpose, be deemed a part of this
  Warrant.

         (k) Registration Rights. The Company hereby agrees to grant to the
  Holder Piggyback Registration rights pursuant to the terms and conditions of
  Exhibit A attached hereto and incorporated herein.

                                       6

<PAGE>



                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated: January 10th, 2003


                                           VFINANCE, INC.


                                           /s/ Leonard J. Sokolow
                                               Leonard J. Sokolow
                                              Chief Executive Officer
                                              January 10th, 2003





                                       7

<PAGE>

                               NOTICE OF EXERCISE


To:      vFinance, Inc.


(1)  The undersigned  hereby elects to purchase  ________ shares of Common Stock
     (the  "Common  Stock"),  of  vFinance,  Inc.  pursuant  to the terms of the
     attached  Warrant,  and tenders  herewith  payment of the exercise price in
     full, together with all applicable transfer taxes, if any.

(2)  Please issue a  certificate  or  certificates  representing  said shares of
     Common  Stock in the name of the  undersigned  or in such  other name as is
     specified below:


                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)
                           -------------------------------



Dated:  ______________, _______

                                         Holder's Signature: ___________________


                                         Holder's Name:    _____________________

                                         Holder's Address: _____________________


                                                   _____________________________

                     Social Security, Employer
                     or Other Tax Identification
                     Number of Holder:           _____________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.


<PAGE>





                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


 FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
 hereby


assigned to ___________________________________________________________________


whose address is_______________________________________________________________


---------------------------------------------------------------.


Dated:  ______________, _______

                           Holder's Signature:  _____________________________

                           Holder's Name:       _____________________________

                           Holder's Address:    _____________________________

                                                _____________________________

                    Social Security, Employer
                    or Other Tax Identification
                    Number of Holder:           _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.




<PAGE>

                                   EXHIBIT "A"

                               REGISTRATION RIGHTS

Capitalized terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Option to which this Exhibit A is attached.

(a) PIGGY-BACK REGISTRATION RIGHTS. If at any time commencing after July 1, 2003
until the expiration of the Warrant (the "Registration Period"), vFinance, Inc.
(the "Company") proposes to register any of its securities under the Securities
Act (other than registration of a stock option, stock purchase or compensation
or incentive plan or of stock issued or issuable pursuant to any such plan, or
dividend investment plan, a registration of stock proposed to be issued in
exchange for securities or assets of, or in connection with the merger or
consolidation with, another person or entity , or a registration of stock
proposed to be issued in exchange for securities of such other person or
entity), the Company shall give prompt written notice thereof to the Holder and,
upon the written request made within ten (10) days after the Holder and, upon
receipt of such notice, the Company shall use its best efforts to effect as part
of such registration the registration under the Securities Act of that number of
the Warrant Shares ("Warrant Shares") which the Holder requests the Company to
register, provided that if the registration relates to a firm commitment,
underwritten public offering, the managing underwriter of the Company's public
offering, if any, shall be of the opinion that the inclusion in such
registration of such number of Warrant Shares will not interfere with the
successful marketing of all of the Company's securities being registered. If the
managing underwriter, if any, reasonably requests the Holder to reduce in whole
or in part the number of Warrant Shares sought or be registered by the Holder,
the Holder shall comply with the request of the managing underwriter. In any
underwritten offering, the Holder shall sell the Warrant Shares registered as
part of such underwritten offering to the underwriters of such offering on the
same terms and conditions as apply to the Company. In connection with any
registration pursuant to this Section (a), the Holder shall provide the Company
with such information regarding the Holder and the distribution of the Warrant
Shares as the Company and the managing underwriter shall reasonably request for
use in the registration statement relating to such offering. The Company shall
pay all costs and expenses of the Holder. The Company shall not be obliged to
effect registration under the Securities Act pursuant to this Section (a) on
more than one occasion; PROVIDED, HOWEVER, that this limitation shall not apply
if the number of shares requested to be registered by the Holder shall have been
reduced pursuant to the second sentence of this Section (a) unless and until the
occurrence of an occasion on which the shares requested by the Holder to be
registered have not been so reduced. The Company will pay all registration
expenses of the Holder in connection with any registration hereunder.

(b) GENERAL CONDITIONS. In connection with each registration effected pursuant
to Section (a), the Company and the Holder agree as follows:

(i) INDEMNIFICATION OF HOLDER. The Company shall indemnify and hold harmless the
Holder against any and all losses, claims, damages, or liabilities to which the
Holder may become subject under the Securities Act, or any other statute or
common law, including any amount paid in settlement of any litigation, commenced
or threatened, if such settlement is effected with the written consent of the
Company, and to reimburse them for any legal or other expenses incurred by them
in connection with investigating any claims and defending any action insofar as
any such losses, claim, damages, liabilities or actions arise out of or are
based upon 1) any untrue statement or alleged untrue statement of a material
fact, contained in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any offering
circular or other document incident to any registration, qualification or
compliance, or any omission or alleged omission to state therein any material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the Company of any rule or regulation
promulgated under the Securities Act applicable to the Company and relating to
any action or inaction required of the Company in connection with any such
registration, qualification, or compliance. The indemnification agreement
contained in this agreement, however, shall not: 1) apply to such losses,
claims, damages, liabilities, or actions arising out of, or based upon, any such
untrue statement or alleged omission, if such statement or omission was in
reliance upon and in conformity with the information furnished in writing to the
Company by the Holder for use in the registration statement or any preliminary
prospectus or prospectus contained in the registration statement or any
amendment thereof or supplement thereto, or 2) inure to the benefit of any
underwriter from whom the person asserting any such losses, claims, damages,
expenses or liabilities purchased the securities which are the subject thereof
(or to the benefit of any person controlling such underwriter), if such
underwriter failed to send or give a copy of the prospectus to such person at or
prior to the written confirmation of the sale of such securities to such person.

<PAGE>

(ii) INDEMNIFICATION OF THE COMPANY. The Holder and each underwriter of the
Warrant Shares to be registered (such party and such underwriters being referred
to severally in this subparagraph as the "Indemnifying Party") shall agree, in
the same manner and to the same extent as set forth in the preceding paragraph,
to, severally and not jointly, indemnify and hold harmless the Company and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, its directors and those officers of the Company who shall have
signed such registration statement, with respect to any statement in or omission
from such registration statement or any post-effective amendment thereof or any
preliminary prospectus (as amended or supplemented, if amended or supplemented
as aforesaid) contained in such registration statement, if such statement or
omission was made in reliance upon and in conformity with information furnished
in writing to the Company by such Indemnifying Party specifically for use in
such registration statement or any preliminary prospectus or prospectus
contained in such registration statement or any amendment thereof or supplement
thereto.

(iii) NOTICE OF INDEMNIFIABLE ACTION. Each indemnified party will, promptly
after the receipt of notice of the commencement of any action against such
indemnified party in respect of which indemnity may be sought from a party
hereto on account of an indemnity agreement contained in this Section, notify
the indemnifying party in writing of the commencement thereof. The omission of
any indemnified party so to notify an indemnifying party of any such action
shall relieve the indemnifying party from any liability in respect of such
action which it may have to such indemnified party not (unless the failure to
give such notice has actually prejudiced the indemnifying party) on account of
the indemnity agreement contained in this Section.

(iv) TERMINATION OF OBLIGATION. The Company shall not be required to file a
registration statement or to keep a registration statement effective if the
Warrant Shares could be publicly sold in any 90 day period without registration
under the Securities Act.