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                                                                    EXHIBIT 4.1

                            Note Extension Agreement

         NOTE EXTENSION AGREEMENT, executed as of this 31st day of December,
2002, by and between Third Capital Partners, LLC ("Third Capital") and JB
Oxford Holdings, Inc. ("Holdings").

         WHEREAS, Third Capital is the beneficial owner of $3,418,695.59
principal amount of the 9% Senior Secured Convertible Note, as amended, dated
May 26, 1998 ( "Note 1"), issued pursuant to a certain Senior Secured
Convertible Note Purchase Agreement dated March 10, 1995 (the "Senior
Agreement");

         WHEREAS, Third Capital is the beneficial owner of $2,000,000.00
original principal amount of the 9% Secured Convertible Note, dated June 8,
1998 ("Note 2"), issued pursuant to a certain Secured Convertible Note
Purchase Agreement dated June 8, 1998 (the "Agreement");

         WHEREAS, Note 1 and the Senior Agreement have previously been amended
by the parties to extend the Maturity Date thereunder to December 31, 2002 and
to adjust the conversion rate on Note 1;

         WHEREAS, Note 2 and the Agreement have previously been amended by the
parties to extend the Maturity Date thereunder to December 31, 2002; and

         WHEREAS, Holdings desires to further extend the Maturity Date of Notes
1 and 2 and Third Capital is willing to grant such an extension on the terms
and conditions set forth herein.

         NOW, THEREFORE, for $1.00 and other good and valuable consideration,
and in consideration of the mutual covenants contained herein, the parties
agree as follows:

         1.       The Maturity Date under Note 1, Note 2, the Senior Agreement,
and the Agreement is hereby extended to December 31, 2003.

         2.       Holdings shall be required to make payments of interest only
through the amended Maturity Date under both Note 1 and Note 2.

         3.       The conversion rate on Note 1 issued pursuant to the Senior
Agreement and Note 2 issued pursuant to the Agreement shall be adjusted to
$2.67 per common share, after giving effect to the reverse split which occurred
on or about October 15, 2002, which price is the closing price for the common
stock of Holdings on December 31, 2002. In the event any applicable Nasdaq or
other rule or regulation limits the number of shares that can be issued upon
conversion of Note 1 and Note 2 without prior shareholder approval, in no event
shall Note 1 and Note 2 be convertible into any shares in excess of such
limitation unless shareholder approval is obtained prior to the issuance of any
shares exceeding the limitation.

         4.       This agreement shall be effective upon ratification and
approval by the disinterested members of the Board of Directors of Holdings. If
this agreement is not ratified and approved on or before February 15, 2003,
this agreement shall be null and void and of no further effect. In that event,
the Maturity Date under both Note 1 and Note 2 shall remain December 31, 2002
and Note 1 and Note 2 will be due and payable in full.

         5.       This agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.


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         IN WITNESS WHEREOF, each of the parties has executed the agreement as
of the date above written.


                                      JB OXFORD HOLDINGS, INC.
                                      a Utah corporation



                                      By: /s/ Michael J. Chiodo
                                         -------------------------------------
                                           Michael J. Chiodo
                                      Its: Chief Financial Officer


                                      Third Capital Partners, LLC
                                      a Nevada limited liability company



                                      By: /s/ Christopher L. Jarratt
                                         -------------------------------------
                                           Christopher L. Jarratt
                                      Its: Chief Manager