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                                                                   Exhibit 10.35


                                [vFinance Logo]

VIA E-MAIL

February 5, 2002

Robert F. Williamson, Jr.
1235 NE 96th Street
Miami Shores, FL 33138

RE:  Position of Chief Financial Officer

Dear Bob:

It is my pleasure to offer you ("Employee") employment at vFinance, Inc. ("VFIN"
or the "Company") as Chief Financial Officer & Vice President of Finance &
Administration pursuant to the following terms and conditions:

1.       Your employment will take effect on February 8, 2002 (the "Hire Date").

2.       You shall receive a salary of $127,000 per annum.

3.       You will receive an option (the "Options") to purchase 350,000 shares
         of VFIN common stock (the "Common Stock") at $.625 per share. The
         Options shall vest at a rate of 87,500 shares on the first anniversary
         of your Hire Date, 87,500 shares on the second anniversary of your Hire
         Date and 87,500 shares on the third anniversary of your Hire Date and
         87,500 on the fourth anniversary of your Hire Date. Except as provided
         herein below, the Options shall expire five years from the Hire Date
         (the "Expiration Date"). The Company hereby grants to Employee standard
         piggyback registration rights with respect to the Common Stock
         underlying the Options.

4.       Within fifteen days of your Hire Date you have the option to purchase
         100,000 shares of VFIN common stock at a price of $.285 per share. With
         each VFIN share purchased, you will receive an Option to purchase one
         VFIN share at a price of $.625. The Option shares will be exercisable
         pursuant to the terms and conditions contained in Sections 6f,g,h, & i
         and grants to Employee standard piggyback registration rights with
         respect to the Common Stock underlying the Options.

5.       Employee agrees to use his best efforts to obtain the Series 27 license
         from the NASD no later than June 1, 2002.

6.       The Options shall vest and be exercisable pursuant to the following
         terms and conditions:

         a.       In the event that you resign or are terminated, then all
                  non-vested Options shall expire and shall be deemed null and
                  void;

         b.       In the event you resign with Good Reason (as hereinafter
                  defined) or your employment with the Company is terminated by
                  the Company without Cause (as hereinafter defined) and for a
                  reason other than death or Disability (as hereinafter
                  defined), you shall have the right to exercise any vested
                  Options, as of the date of termination, by giving the Company
                  written notice, at any time within six (6) months from the
                  date of such resignation or termination;



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         c.       In the Event you resign without Good Reason or your employment
                  by the Company is terminated by the Company with Cause, you
                  shall have the right to exercise any vested Options, as of the
                  date of termination, by giving the Company written notice,
                  within 30 days of the date of such termination;

         d.       Notwithstanding anything to the contrary contained herein, in
                  the event that you resign or are terminated and have not
                  exercised certain vested Options, and the shares of Common
                  Stock underlying such Options are still unregistered, such
                  Options will not expire or be deemed null and void until the
                  shares of Common Stock are registered with the Securities and
                  Exchange Commission. The Company shall provide the Employee
                  with written notice of the registration of the Common Stock
                  within 30 days of the date such registration. You shall have
                  30 days from the date of receipt of such written notice from
                  the Company of such registration to exercise only those
                  Options which had vested as of the date of such resignation or
                  termination;

         e.       In the event of a change in control, all non-vested Options
                  will accelerate and immediately vest. "Change of Control"
                  shall mean (i) the occurrence of any event or transaction or
                  series thereof pursuant to which any person or group (as used
                  in Rule 13(d)-1 of the Securities Exchange Act of 1934)
                  acquires beneficial ownership or control in excess of 50% of
                  the outstanding voting shares of the Company, or (ii) that the
                  directors of the Company serving on its Board of Directors on
                  the date immediately preceding such event or transaction or
                  series thereof shall, in the aggregate, represent less than
                  fifty percent (50%) of the Board of Directors after such event
                  or transaction or series thereof,

         f.       In the event that the outstanding shares of Common Stock of
                  the Company are changed by (i) any stock dividend, stock split
                  or combination of shares or (ii) any merger, consolidation,
                  recapitalization or reorganization of the Company with any
                  other corporation or corporations, the number of shares
                  underlying the Options shall be proportionately adjusted. In
                  the event of any such adjustment, the purchase price per share
                  shall be proportionately adjusted;

         g.       In the event of your death while you are an employee of VFIN,
                  your family shall have the right to exercise any vested
                  Options, by giving the Company written notice, at any time
                  prior to six (6) months following the date of your death;

         h.       In the event your employment with the Company shall terminate
                  because of Disability, you shall have the right to exercise
                  any vested options, by giving the Company written notice, at
                  any time within twelve (12) months from the date of such
                  termination;

         i.       The Options are not assignable or transferable; and

         j.       For the purposes of this Agreement, the following terms shall
                  have the following definitions:

                  (i) "Cause" means (a) the conviction of the Employee of a
                  felony or of any criminal act involving moral turpitude, (b)
                  the Employee's deliberate and recurrent refusal to perform
                  employment duties reasonably requested by the Chief Executive
                  Officer or Chief Operating Officer of the Corporation (other
                  than as a result of a Disability), (c) a material breach of
                  any term or condition of this Agreement and the Employee's
                  failure to cure any such breach within 15 days after receipt
                  of written notice from the Corporation of the occurrence of
                  such breach, describing such breach in reasonable detail and
                  identifying such occurrence or circumstance as Cause under
                  this Agreement; PROVIDED HOWEVER. that no basis for Cause
                  shall be deemed to exist at any time that circumstances
                  constituting good reason have occurred and are continuing.

                  (ii) "Disability" means the inability of the Employee to
                  perform a substantial portion of his essential duties pursuant
                  to this Agreement because of illness, incapacity or physical
                  or mental disability continuing for a period of 90 consecutive
                  days during any 12-month period during the term of this
                  Agreement.

                  (iii) "Good Reason " means (a) any material breach by the
                  Corporation of its obligations to compensate the Employee
                  pursuant to the terms and conditions of this Agreement, (b) a
                  material reduction in the Employee's title or
                  responsibilities, or (c) the relocation of the principal
                  workplace of the Employee outside




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         of Palm Beach, Dade and Broward counties, Florida; PROVIDE HOWEVER,
         that Good Reason shall not include a termination of the Employee's
         employment for Cause or due to death or Disability.

7.       You shall be entitled to all standard employee benefits available to
         employees of VFIN, including three weeks of vacation after the Company
         has employed you six (6) full months.

8.       Your employment hereunder may be terminated by you or Company at any
         time with or without Cause upon written notice to the other party. If
         after ninety days from your Hire Date you are terminated without cause,
         then the Employee will be entitled to continue to receive salary and
         benefits for ninety days. Should the Employee be terminated without
         Cause within six months of a Change of Control as defined in Section
         5e, the Employee's salary and benefits shall be extended one year from
         the date of termination. During the term of employment, you shall have
         the position of "Chief Financial Officer" and shall perform all duties
         and responsibilities consistent with this position or as may be
         assigned to you periodically by the Chief Executive Officer or Chairman
         of the Company.

9.       (a) For purposes of this Agreement, "Confidential Information" means
         knowledge, information and material which is proprietary to the
         Company, of which Employee may obtain knowledge or access through or as
         a result of his employment by the Company (including information
         conceived, originated, discovered or developed in whole or in part by
         Employee during his employment with the Company). Confidential
         Information includes, but is not limited to, (i) technical knowledge,
         information and material such as trade secrets, processes, formulas,
         data, know-how, strategies, analytical models, improvements,
         inventions, computer programs, drawings, patents, and experimental and
         development work techniques, and (ii) marketing and other information,
         such as supplier lists, customer lists, lists of prospective customers
         and acquisition targets, marketing and business plans, business or
         technical needs of customers, consultants, licensees or suppliers and
         their methods of doing business, arrangements with customers,
         consultants, licensees or suppliers, manuals and personnel records or
         data. Confidential Information also includes any information described
         above which the Company obtains from another party and which the
         Company treats as proprietary or designates as confidential, whether or
         not owned or developed by the Company. Notwithstanding the foregoing,
         any information which is or becomes available to the general public
         otherwise than by breach of this Section 9, or any information the
         Employee receives from a third party, shall not constitute Confidential
         information for purposes of this agreement.

         (b) During the term of this Agreement and thereafter, Employee agrees,
         to hold in confidence all Confidential Information and not to use such
         information for Employee's own benefit or to reveal, report, publish,
         disclose or transfer, directly or indirectly, any Confidential
         Information to any person or entity, or to utilize any Confidential
         Information for any purpose, except in the course of Employee's work
         for the Company.

         (c) Employee will abide by any and all security rules and regulations,
         whether formal or informal, that may from time to time be imposed by
         the Company for the protection of Confidential Information.

         (d) Employee will notify the Company in writing immediately upon
         receipt of any subpoena, notice to produce, or other compulsory order
         or process of any court of law or government agency if such document
         requires or may require disclosure or other transfer of Confidential
         Information.

         (e) Upon termination of employment, Employee will deliver to the
         Company any and all records and tangible property that contain
         Confidential Information that are in his possession or under his
         control.

10.      (a) In consideration for the Company entering into this Agreement,
         Employee covenants and agrees that for the eighteen (18) month period
         following termination, Employee will not, directly or indirectly, hire
         any employee of the Company or its affiliates or induce any employee of
         the Company or its affiliates to leave the Company.

         (b) If any court shall determine that the duration of any covenant
         contained in this section 10 is unenforceable, it is the intention of
         the parties that covenant shall not thereby be terminated but shall be
         deemed amended to the extent required to render it valid and
         enforceable, such amendment to apply only in the jurisdiction of the
         court that has made such adjudication.




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         (c) Employee acknowledges and agrees that the covenants contained in
         Sections 9 and 10 hereof are of the essence in this Agreement, that
         each of such covenants is reasonable and necessary to protect and
         preserve the interests, properties, and business of the Company, and
         that irreparable loss and damage will be suffered by the Company should
         Employee breach any of such covenants. Employee further represents and
         acknowledges that he shall not be precluded from gainful engagement in
         a satisfactory fashion by the enforcement of these provisions.

11.      No modification, amendment or waiver of any provision of, or consent
         required by this Agreement, nor any consent required by, this
         Agreement, nor any consent to any departure here from, shall be
         effective unless it is in writing and signed by the parties hereto such
         modification, amendment, waiver or consent shall be effective only in
         the specific instance and for the purpose for which given.

12.      This Agreement shall be governed by and construed in accordance with
         the laws of the State of Florida (without giving effect to any choice
         or conflict of laws provisions).

We are excited at the prospects of working with you, as we believe that you
possess skills that will assist vFinance in its efforts to be a leading
financial services company. Please indicate your acceptance by signing this
letter in the space provided below.

VFINANCE, INC.



By: /s/ Timothy E. Mohoney
    -----------------------------------
    Timothy E. Mahoney Chairman & COO



Agreed and Accepted:



EMPLOYEE



By: /s/ Robert F. Williamson, Jr.
    -----------------------------------
    Robert F. Williamson, Jr.





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