VFINANCE AND CIE
                     LICENSE & WEBSITE APPLICATION AGREEMENT


     This LICENSE AGREEMENT FOR DATA ("Agreement"),  effective as of the 8th day
of June, 2005 ("Effective  Date"), is by and between  vFinance,  Inc., a Florida
corporation and vFinance Holdings,  Inc., a Florida  corporation  (collectively,
"vFinance"),  with offices at 3010 N.  Military  Trail,  Suite 300,  Boca Raton,
Florida 33431, and Center for Innovative  Entrepreneurship,  Inc., a Florida not
for profit corporation, ("CIE"), with offices at P.O. Box 812252, Boca Raton, FL
33481-2252 (vFinance and CIE are sometimes  hereinafter referred to individually
as a "Party" and collectively as the "Parties").

                              W I T N E S S E T H:

     WHEREAS,  vFinance owns proprietary  databases regarding  entrepreneurs and
investors  (including,  without  limitation,  venture  capital  firms  and angel
investors) (the  "Databases") in connection with its provision of consulting and
advisory services to business owners and investors; and

     WHEREAS,  CIE is a not for  profit  501c(3)  organization  and  desires  to
maintain the  Databases  with rights to access,  use and market the data records
contained  in and  extracted  from the  Databases  (the  "Data")  for  research,
educational,  and business development activities,  as further described herein,
and  vFinance  desires  to  grant  to CIE  such  a  license,  subject  to and in
accordance with the terms and conditions of this Agreement; and

     WHEREAS,  vFinance is the registrant of the domain names "vfinance.com" and
"vfinance.net"  (the  "Domain  Name"),  and owns and  operates  a  Website  (the
"Website")  hosted at the Domain Name,  which is also used for the collection of
Data; and

     WHEREAS,  in connection with the Database  license,  vFinance is willing to
grant a license to CIE,  and CIE desires to obtain a license  from  vFinance and
assume the  responsibility,  to use and operate the Website at the Domain  Name,
subject to and in accordance with this Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained herein and for other good and valuable consideration,  the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:

     1.  Recitals.  All of the above recitals are  incorporated  into and made a
part of this Agreement.

     2. License Grants.

     2.1  Scope  of  License.  Subject  to the  terms  and  conditions  of  this
Agreement,  vFinance  grants to CIE, for purposes of  conducting  its  research,
educational and business development  activities,  and subject to applicable tax


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<PAGE>

laws related to not for profit organizations, an exclusive, perpetual, worldwide
right to:

          |a| Access, copy and use the Databases, Web Applications and Web Tools
          as further  described  in Exhibit A attached  hereto,  and copy,  use,
          maintain,   create  derivative  works,  model,  manipulate,   analyze,
          compile,  combine and merge  (including,  with other  data),  arrange,
          publish,  display,  distribute,  market  and  sublicense  the  Data in
          connection  with its  free  and  fee-based  research,  education,  and
          business  development  programs  for  educators,   social  scientists,
          entrepreneurs, private and public institutions, and the general public
          (the "Programs").

          |b| Use, and publish the Domain Name, and future equivalents, and use,
          operate,  modify, publish and display the Website, future equivalents,
          and its  successors,  in  connection  with  the  Programs,  including,
          without  limitation,  scientific,  academic and  commercial  research,
          educational programs, venture capital ("VC") and angel investor search
          and information,  funding  information and reports,  business planning
          services, business opportunity forums, seminars, conferences, training
          materials,  membership services,  entrepreneur  resource  directories,
          investor  resource  directories,   promotion  of  other  services  and
          products  that  forward  CIE's  mission,  and  additional  services as
          otherwise permitted by the prior written consent of vFinance;

          |c|  Utilize  the  Website to collect  additional  Data ("New  Data"),
          further its goals in connection with Subsection  2.1(a) above,  and to
          generate  additional  sponsorship   activities,   including,   without
          limitation, any CIE partnership programs;

          |d| Offer  fee-based  Membership  and  associated  Member  Services to
          sponsors, researchers, social scientists,  entrepreneurs,  private and
          public institutions, and the general public;

          |e|  Distribute  and  promote  research,  economic  reports,  and news
          releases;

          |f| All Entrepreneur and Investor sections Website copy,  graphics and
          associated code, and

          |g| Use of the "Leaping V" logo as shown in Exhibit B.


     3. CIE and vFinance Respective Responsibilities, Rights and Authorizations.


     3.1 CIE shall have the right,  responsibility and authority to maintain the
Website,  URL  registrations  and  the  associated  licensed  applications  in a
commercially-viable   manner  utilizing,  at  a  minimum,   software  tools  and
technologies that are being commonly deployed over the Web.


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<PAGE>

     3.2 CIE  shall  promote  vFinance,  Inc.  as a CIE  sponsor  and  from  the
vFinance.com "home page" facilitate access to vFinance's corporate Website via a
link or other appropriate connection.

     3.3 CIE shall include  warranty  disclaimers  and  limitations of liability
that protect  vFinance in all of CIE's contracts and in the terms and conditions
of use policy on the Website.

     3.4 CIE shall not sublicense, lease, time-share, transfer or distribute the
Data to any other party,  or permit any other party to use or review any portion
thereof,  except in a manner permitted by this Agreement or otherwise  permitted
by the  prior  written  consent  of  vFinance  which  will  not be  unreasonably
withheld.

     3.5 vFinance  hereby  grants the right and authority to CIE to maintain the
Website,  URL registrations and the associated licensed  applications.  vFinance
agrees to execute all  necessary  and  customary  documentation  required by any
third party to reflect or otherwise  memorialize such right and authority to CIE
in order to enable  CIE to  maintain  the  Website,  URL  registrations  and the
associated  licensed  applications.  To  reflect  such  right and  authorization
vFinance  has  executed  the Limited  Power of Attorney in favor of CIE attached
hereto as Exhibit C.

     3.6 vFinance  hereby agrees that if it desires to: (i) utilize the Website,
URL and associated licensed applications for businesses unrelated to its current
industry or business  activities  as  reflected  in its Form 10-K filing for the
year ended December 31, 2004, (ii) or abandon the Website,  URL registration and
associated  licensed  applications;  it will first sell,  transfer or  otherwise
assign the Website,  URL and associated  licensed  applications to CIE for $1.00
plus the cost of the  applicable  filing fees required to effectuate  such sale,
transfer and/or assignment.



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<PAGE>

     4. Intellectual Property.

        4.1 Ownership of Intellectual Property Rights.

          |a| Except as  provided  in Section  11.4,  all  patents,  copyrights,
          trademarks,  trade secrets,  service marks,  trade names, trade dress,
          Confidential   Information   and  other   intellectual   property  and
          proprietary  rights  (collectively,  "Intellectual  Property")  in  or
          related to the  Website,  Data  and/or  Databases  and  existing on or
          before the Effective  Date are and will remain the exclusive  property
          of vFinance, whether or not specifically recognized or perfected under
          the laws of the  jurisdiction in which any of the Data or Databases is
          used or licensed.  CIE shall  cooperate  with  vFinance as  reasonably
          requested from time to time to assist  vFinance with the protection of
          its Intellectual Property. All rights not expressly granted to CIE are
          reserved to vFinance and its affiliates.

          |b| All patents, copyrights, trademarks, trade secrets, service marks,
          trade  names,   trade  dress,   Confidential   Information  and  other
          intellectual    property   and   proprietary   rights   (collectively,
          "Intellectual Property") in or related to New Data, Programs and works
          described in Section 2 above including  modifications and enhancements
          to the Website, Data and/or Databases and existing after the Effective
          Date are and will remain the exclusive property of CIE, whether or not
          specifically  recognized or perfected.  vFinance shall  cooperate with
          CIE as reasonably  requested  from time to time to assist CIE with the
          protection of its Intellectual Property.

        4.2 Proprietary Notices. CIE agrees to abide by the terms and conditions
of all  confidentiality,  trademark and copyright notices or legends placed upon
the Data  and/or  Databases  solely in the form  provided  by  vFinance,  and to
reproduce all  copyright,  trademark and  confidentiality  notices on all copies
thereof.

     5. Revenue Retention.

        5.1 License Donation. vFinance grants the  license herein to CIE  solely
as a charitable donation, and no license fee shall be payable hereunder.

        5.2 Programs and  Sponsorships. CIE  shall  retain (a) revenues from its
provision of Programs,  (b) membership and sponsorship  revenues relating to the
operation  of the Website;  (c) all  sponsorship  revenues  from the Website and
partnership  programs;  and (d) all conference  tickets relating to CIE Programs
and partnership programs.

        5.3 Exclusive Rights.  Nothing herein  shall  be  construed  to  entitle
vFinance to receive income from CIE activities, unless otherwise mutually agreed
in writing between the parties.


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<PAGE>

     6. Taxes.

        6.1 Taxes and Duties. CIE shall pay all sales, use, transfer, privilege,
excise, value added and all other taxes of every kind and nature and all duties,
however  designated,  which are levied or  imposed by reason of this  Agreement,
except where otherwise exempt,  and including any applicable  unrelated business
income tax (except for taxes on vFinance's or its affiliate's income).

        6.2 Withholding  and  Reimbursement.  CIE  agrees  that  if  any  of the
foregoing  taxes are paid by  vFinance on behalf of CIE,  CIE shall  immediately
reimburse vFinance for the amount paid plus any expenses incurred by vFinance in
connection therewith and interest thereon.

     7. Warranties

        7.1 CIE Warranties. CIE represents, warrants and covenants:
          (a) It shall not  knowingly  violate  any  provision  of the  Internal
          Revenue  Code which would put at risk its  tax-exempt  status;
          (b) It shall  operate its  business,  the  Website  and  Database in a
          professional  and workmanlike  manner  consistent with applicable laws
          and regulations in all relevant jurisdictions; and
          (c) It is authorized to enter into and be bound to this  Agreement and
          perform hereunder.


     7.2 vFinance Warranties. vFinance represents, warrants and covenants:

          |a| To the best of its  knowledge and belief,  the Database,  Data and
          Website,  as delivered on the Effective  Date,  are free from material
          defects and comply with all applicable laws in relevant jurisdictions;
          and
          |b| The Data and Database,  as provided by vFinance to CIE, do not and
          will not violate any intellectual  property rights,  breach an duty of
          confidentiality or fiduciary duty, or otherwise violate any applicable
          laws; and
          |c| It is authorized to enter into and be bound to this  Agreement and
          perform hereunder.

     8.  Disclaimer of Warranties.  EXCEPT AS SET FORTH IN SECTION 7.2, THE DATA
IS PROVIDED TO CIE ON AN "AS IS" BASIS. EXCEPT AS SET FORTH IN SECTION 7, TO THE
FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES EXPRESSLY DISCLAIMS ANY AND
ALL WARRANTIES,  STATUTORY,  EXPRESS OR IMPLIED, INCLUDING,  WITHOUT LIMITATION,
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

     9.  Limitation of Liability.  EXCEPT WITH RESPECT TO PAYMENT OF THIRD PARTY
CLAIMS  COVERED BY THE  INDEMNIFICATION  OBLIGATION  SET FORTH IN SECTION 10, OR
DAMAGES ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL
BE LIABLE TO THE OTHER  PARTY FOR ANY  CONSEQUENTIAL,  INCIDENTAL,  PUNITIVE  OR


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<PAGE>

SPECIAL DAMAGES (INCLUDING,  WITHOUT LIMITATION,  LOST PROFITS) INCURRED BY SUCH
OTHER  PARTY FOR ANY REASON,  INCLUDING,  BUT NOT LIMITED TO, AS A RESULT OF ANY
BREACH OF THIS  AGREEMENT OR THE USE OR INABILITY TO USE THE DATA,  EVEN IF SUCH
PARTY HAS BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH  DAMAGES.  NOTWITHSTANDING
ANYTHING TO THE  CONTRARY  SET FORTH  HEREIN,  EXCEPT WITH RESPECT TO PAYMENT OF
THIRD  PARTY  CLAIMS  COVERED  BY THE  INDEMNIFICATION  OBLIGATION  SET FORTH IN
SECTION 10, THE AGGREGATE  LIABILITY OF EACH PARTY AND ITS AFFILIATES  UNDER AND
IN CONNECTION  WITH THIS AGREEMENT  SHALL NOT EXCEED  $500.00.  THIS  LIMITATION
APPLIES  IN THE  AGGREGATE  AND TO ALL  CAUSES  OF  ACTION,  INCLUDING,  WITHOUT
LIMITATION,  TO  BREACH OF  CONTRACT,  BREACH OF  WARRANTY,  NEGLIGENCE,  STRICT
LIABILITY, MISREPRESENTATION, AND OTHER TORTS.

10. Indemnification. Each of the Parties (in such role, the "Indemnitor") agrees
to indemnify,  defend and hold harmless the other party and its affiliates,  and
its  respective  shareholders,   members,   affiliates,   officers,   directors,
employees,  independent  contractors,  sponsors,  agents,  advisors,  and  their
successors and assigns (collectively the "Indemnitees") from and against any and
all  claims,  demands,  suits,  actions,  liabilities,  losses or final  awards,
including,  but not limited to, costs,  judgments,  damages,  final awards,  and
reasonable attorney's fees and expenses,  resulting from any third party's claim
made or suit brought  against any  Indemnitee  resulting  from: (i) any material
breach  by  Indemnitor  of  its  obligations,  representations,   warranties  or
covenants hereunder; (ii) the use, copying, modification, publication or display
of any materials addressed in Section 2 above that results in a claim against an
Indemnitee,   including   without   limitation  any  claim  of  infringement  of
intellectual  property rights,  but excluding any liability to the extent caused
by the act or omission of any of the Indemnitees, including an error or omission
in the Data or  Database  caused by any of the  Indemnitees;  or (iii) the gross
negligence  or willful  misconduct  of  Indemnitor,  its  agents,  employees  or
independent contractors,  related to this Agreement. Indemnitor shall not settle
any claim or enter into any judgment with respect to the subject  matter of this
Section 10 without the prior  written  approval of  Indemnitees,  which  consent
shall not be unreasonably withheld, or unless the settlement contains a complete
and general release of the Indemnitees.

     11. Term and Termination.

        11.1 Term of the Agreement.  The term of this  Agreement  shall commence
upon the  Effective  Date and  shall  continue  perpetually,  unless  terminated
earlier in accordance with the following subsections.

        11.2 Termination  for Breach.  In  the event  either  party  breaches  a
material term of this Agreement, the other party may terminate this Agreement if
the breaching  party has failed to cure its breach within thirty (30) days after
delivery of written  notice in accordance  with Section 13 hereunder;  provided,
however,  in the event CIE  breaches  any  obligation  under the  license  grant
(Section  2) or  confidentiality  (Section  12),  vFinance  may  terminate  this
Agreement if CIE has failed to cure its breach  within thirty (30) business days
after delivery of written notice to CIE.


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<PAGE>

        11.3 Remedies for Infringement.If the use of any or all of the Database,
Data or  Website  by CIE is, or in  vFinance's  reasonable  opinion is likely to
become, the subject of claims of any violation of applicable law or infringement
of intellectual  property  rights,  then vFinance shall in good faith attempt to
replace or modify the Database, Data and/or Website, as applicable, or component
thereof,  so that it becomes  non-infringing  or obtain  third  party  licenses,
provided, if it fails to do so it may terminate CIE's right to use the Database,
Data and/or Website,  in whole or in part, subject to payment of compensation to
CIE in form and amount reasonably acceptable to CIE.

        11.4 Termination Due to Bankruptcy.

               |a| This Agreement shall terminate  immediately and automatically
               upon a Bankruptcy Event (defined below) of CIE.
               |b|  In  the  event  of a  Bankruptcy  Event  of  vFinance,  this
               Agreement  shall remain in full force and effect to permit CIE to
               continue to benefit under the terms and  provisions  hereunder to
               the maximum extent permissible by law.
               |c| A "Bankruptcy  Event" shall mean that a party hereto pursuant
               to the U.S.Bankruptcy  Code (i) commences a voluntary case, or an
               involuntary  case is  commenced  against  the  Company and is not
               dismissed  within  ninety (90) days of the  commencement  of such
               involuntary  case;  (ii)  consents  to an entry  of an order  for
               relief  against  it in  an  involuntary  case;  (d)  the  Company
               consents to the  appointment  of a custodian  of it or for all or
               substantially  all of its  property;  (e)  the  Company  makes  a
               general  assignment for the benefit of creditors;  (f) a court of
               competent  jurisdiction,  enters  an order or  decree  under  any
               bankruptcy  law (i) against the Company in an  involuntary  case;
               (ii) appoints a custodian of the Company for all or substantially
               all of its  property;  or (iii)  orders  the  liquidation  of the
               Company,  and the order or decree remains  unstayed and in effect
               for ninety (90) days.
               |d| In the  event  of a  Bankruptcy  Event  of  vFinance  and for
               whatever reason this Agreement shall not remain in full force and
               effect and/or  otherwise  permit CIE to continue to benefit under
               the  terms  and  provisions   hereunder  to  the  maximum  extent
               permissible  by law, then and only then for the payment by CIE to
               vFinance of One Dollar  ($1.00) all ownership  rights,  title and
               interest  in and  to  the  Domain  Name,  Intellectual  Property,
               Databases,  Web  Applications  and Web Tools  shall  transfer  or
               otherwise  inure to CIE. In such event,  vFinance  shall take all
               reasonable  and  necessary  actions  and  execute  all  requisite
               documentation to effect the transfers to CIE as described herein.
               |e| In the event of a  Bankruptcy  Event of CIE and for  whatever
               reason this  Agreement  shall not remain in full force and effect
               and/or  otherwise  permit CIE to  continue  to benefit  under the
               terms and provisions  hereunder to the maximum extent permissible
               by law,  then and only then for the payment by vFinance to CIE of
               One Dollar  ($1.00) all ownership  rights,  title and interest in
               and to the New Data,  Programs and works created and owned by the
               CIE pursuant to Section 4.1(b) shall transfer or otherwise  inure
               to vFinance.  In such event,  CIE shall take all  reasonable  and
               necessary  actions  and execute all  requisite  documentation  to
               effect the transfers to vFinance as described herein.



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<PAGE>

        11.5 Effects of Termination.  Except  as provided  in  Section  11.4(d),
upon the termination or expiration of this Agreement:  (i) all licenses  granted
to CIE hereunder shall cease; (ii) CIE shall immediately  discontinue all use of
all Databases,  Data,  Website and Domain Name; and (iii) CIE shall,  within ten
(10) business days, either destroy or return (at vFinance's  written  direction)
to vFinance  all copies of all  Databases  and  materials  in any form and media
containing vFinance's  Confidential  Information in CIE's control or possession.
After  termination of this Agreement,  CIE shall retain exclusive  ownership and
possession of all New Data,  Programs and works created and owned by it pursuant
to Section 4.1(b);  provided,  if this Agreement terminates as a result of CIE's
uncured  material  breach or CIE's  Bankruptcy  Event,  CIE hereby  agrees  that
Section 11.4(e) shall be applicable in the case of CIE's bankruptcy and that CIE
it shall not directly or  indirectly,  or permit any other party,  to use, copy,
modify, license, transfer, distribute or publish such items.

     12. Confidentiality.

        12.1  Obligation  to Maintain  Confidentiality.  Each of the  Parties or
its  affiliates  may,  from time to time,  furnish  (for  purposes  herein,  the
"Discloser") to the other Party (for purposes herein,  the "Recipient")  certain
Confidential Information,  which includes, but is not limited to, the Databases,
in whole or in part and in any form and manner,  and any other  information  and
materials that contain  Confidential  Information.  Recipient agrees it will use
the  same  care  to  avoid  disclosure,  publication  or  dissemination  of  the
Confidential Information as it uses with its own Confidential Information, which
it does not wish to disclose, publish or disseminate,  but such standard of care
shall in no event  be less  than a  commercially  reasonable  standard  of care.
Except for purposes of performing  hereunder and exercising  associated  rights,
Recipient shall not disclose  Confidential  Information to any person other than
the employees of Recipient who have a need to know and who, prior to disclosure,
are bound to nondisclosure obligations at least as protective as those contained
in this  Agreement,  and  Recipient  agrees not to  reproduce  any  Confidential
Information (or materials  containing or derived from Confidential  Information)
without the prior written  consent of the Discloser.  Recipient  agrees that all
Confidential Information is the property of Discloser.  Recipient further agrees
to take all precautions and observe procedures necessary to protect the security
of the  Confidential  Information,  including,  but  not  limited  to,  limiting
physical and electronic access thereto.

        12.2   Definitions   and  Exceptions  to  Confidentiality. "Confidential
Information"  means  all  non-public  information,  whether  in  oral,  written,
graphic, electronic, machine readable or other form, used or developed, in whole
or in part,  by  Discloser,  including,  without  limitation,  any  information,
Intellectual  Property,  trade secrets,  business plans or proposals,  technical
plans, research and development, designs and specifications, software, hardware,
accounts,  receivables,  customers  and  customer  lists and  data,  prospective
customers and prospective  customer lists and data, vendors and vendor lists and
data,  business  methods and  procedures,  business leads,  budgets,  memoranda,
correspondence, reports, records, processes, pricing, costs, products, services,
margins,  systems,  service data,  inventions,  techniques,  methods,  analyses,
plans,  business  leads,  proprietary  information,  writings,  ideas,  manuals,


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training materials,  sales and marketing materials and compilations of and other
items derived (in whole or in part) from the foregoing and other information and
data,  now  existing  or  later   acquired,   updated  or  modified.   The  term
"Confidential Information" shall exclude: (i) information which is in the public
domain without  violation of this Agreement or any other  agreement to which the
Party or its affiliate may be bound; (ii) information independently developed by
Recipient as evidenced by written record,  and without access to, or use of, the
Confidential Information,  and (iii) information required to be disclosed by law
or any court or  government  order;  provided  Discloser  has first  been  given
reasonable notice of such order and sufficient time to seek a protective order.

        12.3  Equitable Remedies. Recipient agrees that in the event it fails to
comply with any of the terms set forth in this Section 12, Discloser will suffer
irreparable damage, which may not be adequately compensated by monetary damages.
Accordingly,  the  Parties  agree  that in the event of a breach  or  threatened
breach of this Section 12,  Discloser  shall be entitled to injunctive and other
preliminary  or equitable  relief,  in addition to such other remedies as may be
available to it for such breach or threatened  breach,  without the necessity of
first posting a bond or making a showing of actual damages.

     13. Notices. All notices,  requests,  demands and other communications that
are required or permitted hereunder shall be in writing,  and shall be deemed to
have been duly given, made and received,  when personally  delivered,  or, if by
overnight courier service,  such as Federal Express,  one business day following
the day when deposited  therewith for overnight next business day delivery,  and
addressed as set forth below:

                   If to vFinance:

                   vFinance, Inc.
                   3010 N. Military Trail
                   Suite 300
                   Boca Raton, FL  33431
                   Attention:  CEO



                   If to CIE to:
                   Center for Innovative Entrepreneurship
                   P.O. Box 812252
                   Boca Raton, FL 33481-2252
                   Attention:  Executive Director


     Any party  hereto may alter the address to which  communications  or copies


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<PAGE>

are to be sent by giving notice of such change of address in conformity with the
provisions of this Section.

     14.  Assignment.  CIE may not assign or transfer  its  interest,  rights or
obligations under this Agreement, by operation of law or otherwise,  without the
prior written consent of vFinance.

     15.  Amendment.  No amendment or  modification of this Agreement shall have
any effect,  unless done in writing,  stating with  specificity  the  particular
amendment  or  modification  to be  made  and  signed  by  the  duly  authorized
representatives of the Parties hereto.

     16. Waiver;  Severance.  Nothing herein may be waived unless in writing and
signed by the  parties to be bound,  and no  modification  or  amendment  of any
provision  of  this  Agreement  shall  be  construed  as  a  waiver,  breach  or
cancellation  of any other  provision or a waiver of any other option,  right or
privilege  on any other  occasion.  In the event any of the  provisions  of this
Agreement   are  deemed  to  be  invalid  or   unenforceable   by  court  order,
administrative agency or other governmental action, the unenforceable  provision
shall be deemed  severable  from the  remainder of this  Agreement to the extent
permitted by law, and the remaining  provisions  of the  Agreement  shall remain
binding with the same effect as though the void parts were deleted.

     17. Governing Law and  Jurisdiction;  Attorney's Fees. In the event that it
becomes  necessary  to  enforce  the  terms  of this  Agreement,  the  validity,
construction,  interpretation,  and  performance  of  this  Agreement  shall  be
governed by and  construed in  accordance  with the laws of the State of Florida
without regard to the conflicts of law principles thereunder. The parties hereby
irrevocably  submit to the exclusive  jurisdiction  and venue of the federal and
state courts  located in and for Broward  County and the  Southern  District for
Florida.  The  prevailing  party in any  action to  enforce  or  interpret  this
Agreement shall be entitled to recover  reasonable  costs and fees in connection
therewith, including reasonable attorneys' fees.

     18.  Relationship  of the Parties.  Each party is acting as an  independent
contractor and not as an agent, partner, or joint venture of the other party for
any purpose. Except as provided for in this Agreement,  neither party shall have
the right,  power or  authority to act or to create any  obligation,  express or
implied on behalf of the other, and neither party shall hold itself out as being
able to do so.

     19. Survival.  Sections 4, 6 through 10, 11.4(d),  11.6, and 12 through 21,
shall survive termination or expiration of this Agreement.

     20.  Entire  Agreement.  This  Agreement  constitutes  the sole and  entire
agreement between the Parties pertaining to the subject matter contained herein,
and supersedes and cancels any and all prior and  contemporaneous  agreements or
understandings,  whether oral or written,  among the parties with respect to the
subject matter contained herein. The terms of this Agreement shall not be deemed
to  modify  the  Asset  Purchase  Agreement  or any  Agreement  entered  into in
connection therewith.

     21.   Counterparts.   This  Agreement  may  be  signed  in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one and the same instrument.



                                       10

<PAGE>

     IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement as of the
Effective Date ate first written above:

     IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement as of the
Effective Date ate first written above:

VFINANCE, INC.                          CENTER FOR INNOVATIVE
                                        ENTREPRENEURSHIP, INC.


   By:                                  By:
      -----------------------------        -----------------------------
   Name:   Sheila C. Reinken            Name:  Kathleen Kennedy

   Title:  Chief Financial Officer      Title: Executive Director




VFINANCE HOLDINGS, INC.


   By:
      -----------------------------

   Name:  Leonard J. Sokolow

   Title: President











                                       12

<PAGE>



                                    EXHIBIT A

                    DATABASES, WEB APPLICATIONS AND WEB TOOLS

     Online User, Email and Transaction Databases:
     -  Accredited Investors (active and inactive)
     -  Angel Investor searchers
     -  Business Plan downloads
     -  Business Plan buyers and prospects
     -  Business Services
     -  Do not contact list
     -  Funding News requests (active and inactive subscribers)
     -  Member registration
     -  Seminar attendees
     -  Venture Capital searchers
     -  vfinance.com transactions (purchasers, credits, adjustments)

     Information Databases:

     -  Angel Investor Database (current and history)
     -  Business Plan Database (active and inactive)
     -  DealMonitor (2001 to current)
     -  DealStreamer (2001 to current)
     -  ECI/VECI data and reports (2001 to current)
     -  Online surveys (2001 to current)
     -  Venture Capital Database (current and history)
     -  Visitor intercept data
     -  Weblog data (1995 to current)

     Web  Applications:
     -  Admentor
     -  Angel Search
     -  ASP Shopping Cart
     -  Business Plan and Private Investment Opportunity Marketplace (forums)
     -  DCC Interface and Reporting
     -  DealMonitor Search
     -  DealStreamer Search
     -  Daily and Monthly maintenance routines
     -  Infacta Group Mail
     -  Member login/logout
     -  Triggered e-mail notification process
     -  VC Quiz
     -  Venture Capital Directory Search
     -  Web activity reporting; WebTrends and CountryHawk integration




                                       13

<PAGE>

                                    EXHIBIT B

                                "LEAPING V" LOGO






































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                                  CIE License PMB LJS KK SR Comments 6 13 05 (3)