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                                                                   Exhibit 10.34

                              CONSULTING AGREEMENT

This consulting agreement (this "Agreement"), effective as of August 20, 2001 is
entered by and between vFinance, Inc. (OTCBB.VFIN) ("the Company") and Insight
Capital Consultants Corporation, a California corporation ("Consultant").

RECITALS

WHEREAS, the Company is a public the Company with its shares of common stock
trading on the Over the Counter Bulletin Board, in the United States; and

WHEREAS, Consultant has experience in the area of corporate finance, investor
communications and financial and investor public relations; and

WHERAS, the Company desires to engage the services of Consultant to assist and
consult with the Company in matters concerning corporate finance, investor
communications and public relations with existing shareholders, brokers, dealers
and other investment professionals as to the Company's current and proposed
activities;

NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein set forth, and intending to be legally bound, the Company and
Consultant agree as follows:

1.       TERM OF CONSULTANCY. The Company engages Consultant to act in a
         consulting capacity to the Company, and Consultant agrees to provide
         services to the Company commencing on the date first set forth above
         and ending six months later (the "term of this Agreement"). This
         Agreement may be terminated at any time by either party for any reason,
         with or without cause.

2.       DUTIES OF CONSULTANT. The Consultant will generally provide the
         following specified consulting services (the "Services") through its
         officers and employees during the term of this Agreement:

         a.       Advise and assist the Company in developing and implementing
                  appropriate plans and materials for presenting the Company and
                  its business plans, strategy and personnel to the financial
                  community, establishing an image for the Company in the
                  financial community, and creating the foundation for
                  subsequent financial public relations efforts;

         b.       Introduce the Company to the financial community;

         c.       With the cooperation of the Company, maintain an awareness
                  during the term of this Agreement of the Company's plans,
                  strategy, and personnel, as they may evolve during such
                  period, and advise and assist the Company in communicating
                  appropriate information regarding such plans, strategy and
                  personnel to the financial community;

         d.       Assist and advise the Company with respect to its (i)
                  stockholder and investor relations, (ii) relations with
                  brokers, dealers, analysts and other investment professionals,
                  and (iii) financial and media public relations generally;



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         e.       Perform the functions generally assigned to
                  investor/stockholder relations departments in major
                  corporations, including responding to telephone and written
                  inquiries (which may be referred to the Consultant by the
                  Company); assisting in the preparation of press releases for
                  the Company with the Company's involvement and approval or
                  reviewing press releases, reports and other communications
                  with or to shareholders, the investment community and the
                  general public; advising with respect to the timing, form,
                  distribution and other matters related to such releases,
                  reports, communications and consulting with respect to
                  corporate symbols, logos, names, the presentation of such
                  symbols, logos and names, and other matters relating to
                  corporate image.

         f.       Upon receipt of the Company's approval, disseminate
                  information regarding the Company to shareholders, brokers,
                  dealers and other investment community professionals and the
                  general investing public.

         g.       Upon receipt of the Company's approval, conduct meetings in
                  person or by telephone, with brokers, dealers, analysts, other
                  investment professionals and the general investment public;

         h.       At the Company's request, review business plans, strategies,
                  mission statements, budgets, proposed transactions and other
                  plans for the purpose of advising the Company of the
                  investment community implications thereof; and

         i.       Otherwise perform as the Company's financial relations and
                  public relations consultant.

3.       ALLOCATION OF TIME AND ENERGIES. The Consultant will perform the
         Services in a professional manner in accordance with accepted industry
         standards and in compliance with applicable securities laws and
         regulations. Although no specific hours-per-day requirement will be
         required, the parties acknowledge and agree that a disproportionately
         large amount of the effort to be extended and the costs to be incurred
         by the Consultant and the benefits to be received by the Company are to
         be expected to occur upon and shortly after, and in any event, within
         two months of the effectiveness of this Agreement. It is explicitly
         understood that Consultants performance of its duties hereunder will in
         no way be measured by the price of the Company's common stock, nor the
         trading volume of the Company's common stock. It is understood that the
         Company is entering into this Agreement with the understanding that
         Brock Malky will be an officer and a director of Consultant during the
         entire term of this Agreement.

4.       REMUNERATION As full and complete compensation for Consultant's
         agreement to perform the Services, the Company shall compensate the
         Consultant as follows:

         a.       For undertaking this engagement and for other good and
                  valuable consideration, the Company agrees to issue and
                  deliver to the Consultant a "Commencement Bonus" payable in
                  the form of 150,000 shares of the Company's Common Stock
                  ("Common Stock"). These shares shall be payable on the 29th of
                  each month at a rate of 25,000 shares per month




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                  ("Tranche") for six months. The first Tranche of the
                  Commencement Bonus shall be issued to the Consultant
                  immediately following execution of this Agreement with the
                  second Tranche due September 29, 2001. Each Tranche shall,
                  when issued to the Consultant be fully paid and
                  non-assessable. The Company understands and agrees that
                  Consultant has forgone significant opportunities to accept
                  this engagement and the Company derives substantial benefit
                  from the execution of this Agreement and the ability to
                  establish its relationship with Consultant. The Tranches of
                  Common Stock issued as a Commencement Bonus, therefore,
                  constitute payment for Consultant's agreement to consult with
                  the Company and are a nonrefundable and non-ratable retainer
                  once each such Tranche is paid to Consultants. Such shares are
                  not a prepayment for future services. If the Company attempts
                  to terminate this Agreement prior to the expiration of its
                  term for any reason whatsoever, it is agreed and understood
                  that Consultant will not be requested or demanded by the
                  Company to return any of the Tranches paid to it hereunder
                  prior to the date of such termination. Any remaining Tranches
                  after such termination not yet paid to Consultant shall be
                  retained by the Company and shall not be due and owing to
                  Consultant.

         b.       All Tranches of the Common Stock issued pursuant to this
                  Agreement shall be issued in the name of Consultant. The
                  Company agrees that it will use its best efforts to include
                  all shares issued to Consultant hereunder in the Company's
                  next Registration Statement filed with the SEC pursuant to
                  which such shares could be registered and will use its best
                  efforts to cause such Registration Statement to be declared
                  effective by the SEC as soon as possible thereafter.
                  Consultant agrees that it will not sell or transfer until
                  August 20, 2002 any of the shares of the Company's stock
                  issued to it hereunder. Additionally the Company agrees to pay
                  Consultant the sum of $3,000.00 cash per month due and payable
                  on twenty-ninth day of each month on this Agreement beginning
                  September 29, 2001.

         c.       Consultant acknowledges that the shares of Common Stock to be
                  issued pursuant to this agreement (collectively, the "Shares")
                  have not been registered under the Securities Act of 1933 and
                  accordingly are "restricted securities" within the meaning of
                  Rule 144 of the Act. As such, the shares may not be resold or
                  transferred unless the Company has received an opinion of
                  counsel reasonably satisfactory to the Company that such a
                  resale or transfer is exempt from the registration
                  requirements of that Act.

5.       FINDERS FEE

         a.       If, during the term of this Agreement, or within one-year
                  thereafter any Fee Transaction (as herein defined) occurs,
                  then the Company shall pay to Consultant a finder's fee (the
                  "Fee") equal to two and one half percent (2.5%) of the
                  Consideration (as herein defined).

         b.       The term "Fee Transaction" means 1) a merger, consolidation or
                  a sale or exchange of substantially all of the stock of the
                  Company or its assets, 2)




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                  such other transaction as may be used in the disposal of a
                  substantial portion of the ownership interests in or assets of
                  the Consultant or 3) any investment made directly or
                  indirectly in, or debt financing provided to or for the
                  benefit of, the Company or its shareholders by any third party
                  introduced by Consultant to the Company during the term of
                  this engagement. The term "Consideration" means the aggregate
                  amount of cash and the fair market value (on the date of
                  payment) of securities or assets received by or for the
                  benefit of the Company or its shareholders in connection with
                  a Fee Transaction. "Consideration" includes, but is not
                  limited to, the total fair market value of (a) cash,
                  securities, assets and other tangible property received by the
                  Company or its shareholders in a Fee Transaction or
                  distributable to the Company or its shareholders upon
                  liquidation or dissolution of the Company following a Fee
                  Transaction, (b) any amounts payable to the Company or its
                  shareholders under any non-compete agreement or other
                  agreements entered in connection with a Fee Transaction, and
                  (c) any compensation payable to any shareholder of the Company
                  under any employment or consulting contract entered in
                  connection with a Fee Transaction but only to the extent such
                  compensation exceeds the then current compensation of such
                  shareholder.

         c.       If the Consideration shall consist entirely of cash paid at
                  the closing of a Fee Transaction, the Fee payable to
                  Consultant shall be paid to Consultant upon such closing. To
                  the extent the Consideration is paid at closing and consists
                  wholly or partially of stock, other securities or other
                  property (other than cash), all or a portion of Fee may be
                  paid to Consultant in the same form (i.e., stock, other
                  securities or other property) and in the same proportions in
                  which the Consideration is received by the Company or its
                  stockholders, as the case may be.

         d.       If the Consideration shall consist entirely of cash but the
                  payment of all or any portion of the Consideration shall be
                  deferred and shall not be made until after closing of a Fee
                  Transaction, the Company may, in its discretion, pay to
                  Consultant the Fee on the same pro rata basis and at the same
                  time or times as the Consideration is received by the Company
                  or the Company's stockholders (as the case may be). If any of
                  the deferred payments of the Consideration consists wholly or
                  partially of stock, other securities or other property (other
                  than cash), then all or a portion of the Fee may be paid to
                  Consultant in the same form (i.e., stock, other securities or
                  other property) at the same time and in the same proportions
                  in which the Consideration is received by the Company or its
                  stockholders, as the case may be.

         e.       Notwithstanding all of the foregoing provisions of this
                  Section 5, in lieu of payment of portions of the Fee as the
                  Consideration is so received, the Company may, at its option,
                  pay to the Consultant the entire Fee in cash at closing,
                  discounted to take into account the reasonably projected rate
                  of inflation, and the period over which the Consideration is
                  to be received, the then-generally-prevailing interest rate
                  for unsecured debt obligations for such period of time of
                  corporate borrowers of the highest credit standing, and, if
                  applicable, the factors set forth in the immediately preceding
                  sentence with regard to Consideration in the form of stock,
                  other securities or other property.



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         f.       The Fee payable to Consultant will be in addition to any fees
                  payable by the Company to any other intermediary, if any,
                  which shall be per separate agreements negotiated between the
                  Company and such other intermediary. It is specifically
                  understood that Consultant is not nor does it hold itself out
                  to be a Broker/Dealer or investment adviser, but rather merely
                  a "Finder" in reference to the Company procuring financing
                  sources and acquisition and merger candidates.

         g.       It is further understood that the Company, and not Consultant,
                  is responsible to perform any and all due diligence on any
                  lender, equity purchaser or acquisition/merger candidate
                  introduced to it by Consultant under this Agreement, prior to
                  the Company receiving funds or closing on any acquisition.

         h.       Consultant will notify the Company of introductions it makes
                  for potential sources of financing or acquisitions in a timely
                  manner (within 3 days of introduction). If the Company has a
                  preexisting relationship with such nominee and believes such
                  party should be excluded from the Agreement, then the Company
                  will notify Consultant immediately of such circumstances via
                  facsimile memo.

6.       EXPENSES. Consultant agrees to pay for all its expenses (phone, labor,
         etc.), other than extraordinary items for which the Company will
         reimburse Consultant provided Company has pre-approved of such
         extraordinary items in advance. Such extraordinary items include travel
         and entertainment required by/or specifically requested by the Company,
         luncheons or dinners for large groups of investment professionals, mass
         faxing to a sizable percentage of the Company's constituents, investor
         conference calls, print advertisements in publications and like
         expenses approved by the Company prior to its incurring an obligation
         for reimbursement.

7.       INDEMNIFICATION.

         a.       The Company agrees to indemnify and hold Consultant harmless
                  from and against any losses, damages or liabilities related to
                  or arising out of Consultant's engagement, and will reimburse
                  Consultant for all reasonable expenses (including reasonable
                  counsel fees) as they are incurred by Consultant in connection
                  with investigating, preparing for or defending any action or
                  claim related thereto, whether or not in connection with
                  pending or threatened litigation in which Consultant is a
                  party. The Company will not, however, be responsible for any
                  actions, claims, liabilities, losses, damages or expenses
                  which which resulted primarily from the bad faith or gross
                  negligence of Consultant. The Company also agrees that
                  Consultant shall not have any liability for or in connection
                  with such engagement, except for any such liability for
                  losses, claims, damages, liabilities or expenses incurred by
                  the Company that result primarily from the bad faith or gross
                  negligence of Consultant. In the event that the foregoing
                  indemnity is unavailable (except by reason of the bad faith or
                  gross negligence of Consultant), then the Company shall
                  contribute to



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                  amounts paid or payable by Consultant in respect of its
                  losses, claims, damages and liabilities in such proportion as
                  appropriately reflects the relative benefits received by, and
                  fault of, it and Consultant in connection with the matters as
                  to which such losses, claims, damages or liabilities relate
                  and other equitable considerations; provided, however, that in
                  no event shall the amount to be contributed by Consultant
                  exceed the amounts actually received by Consultant. The
                  foregoing shall be in addition to any rights that Consultant
                  may have at common law or otherwise and shall extend upon the
                  same terms to and inure to the benefit of any director,
                  officer, employee, agent or controlling person of Consultant.

8.       REPRESENTATIONS. The Company warrants and represents that all oral
         communications, written documents or materials furnished to Consultant
         are accurate, and the Consultant warrants and represents that all
         communications by Consultant with the public, with respect to the
         financial affairs, operations, profitability and strategic planning of
         the Company will be in accordance with information provided to it by
         the Company. The Consultant may rely upon the accuracy of the
         information provided by the Company without independent investigation.
         Consultant represents that it is not required to maintain any licenses
         and registrations under federal or any state regulations necessary to
         perform the services set forth herein. Consultant acknowledges that to
         the best of its knowledge, the performance of the Services will not
         violate any rule or provision of any regulatory agency having
         jurisdiction over Consultant. Consultant acknowledges that to the best
         of its knowledge, Consultant and its officers and directors are not the
         subject of any investigation, claim, decree or judgment involving any
         violation of the SEC or securities law. The Company acknowledges that
         to the best of its knowledge that it has not violated any rule or
         provision of any regulatory agency having jurisdiction over the
         Company. The Company also acknowledges that, to the best of its
         knowledge, the Company is not the subject of any investigation, claim,
         decree or judgment involving any violation of the SEC or securities
         laws.

9.       STATUS AS INDEPENDENT CONTRACTOR. Consultant's engagement pursuant to
         this Agreement shall be as independent contractor, and not as employee,
         officer or other agent of the Company. Neither party to this Agreement
         shall represent or hold itself out to be the employer or employee of
         the other. Consultant further acknowledges the consideration provided
         hereinabove is a gross amount of consideration and that the Company
         will not withhold from such consideration any amounts as to income
         taxes, social security payments or any other payroll taxes. All such
         income taxes and other such payment shall be made or provided for by
         Consultant and the Company shall have no responsibility or duties
         regarding such matters. Neither the Company nor the Consultant
         possesses the authority to bind each other in any agreements without
         the express written consent of the entity to be bound.

10.      ATTORNEYS FEES. If any legal action or any arbitration or other
         proceeding is brought for the enforcement or interruption of the
         Agreement, or because of alleged dispute, breach, default or
         misrepresentation in connection with or related to this Agreement, the
         successful or prevailing party shall be entitled to recover reasonable
         attorney's fees and other costs in connection with that action or
         proceeding, in addition to any other relief to which they may be
         entitled.



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11.      WAIVER. The waiver by either party of a breach of any provision of this
         agreement by the other party shall not operate or be construed as a
         waiver of any subsequent breach by such other party.

12.      NOTICES. All notices, requests, and other communications hereunder
         shall be deemed to be duly given if sent by U.S. mail, postage prepaid,
         addressed to the other party at their last known address.

         Either party may change address to which notices for it shall be
         addressed by providing notice of such change to the other party.

13.      CHOICE OF LAW, JURISDICTION AND VENUE. This Agreement shall be governed
         by, construed and enforced in accordance with the internal laws of the
         State of Florida, without giving effect to its conflict of laws or
         choice of law principles.

14.      ARBITRATION Any controversy or claim arising out of or relating to this
         Agreement, or the alleged breach thereof, or relating to Consultant's
         activities or remuneration under this Agreement, shall be settled by
         binding arbitration in Boca Raton, Florida, in accordance with the
         applicable rules of the American Arbitration Association, and judgment
         on the award rendered by the arbitrator(s) shall be binding on the
         parties and may be entered in any court having jurisdiction.

15.      COMPLETE AGREEMENT. This Agreement contains the entire agreement of the
         parties relating to the subject matter hereof. This Agreement and its
         terms may not be changed orally but only by an agreement in writing
         signed by the party against whom enforcement of any waiver, change,
         modification, extension or discharge is sought.








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AGREED TO:

"The Company"                                   vFinance.com, Inc.
                                       -----------------------------------------


Date: August 20, 2001                  By: /s/ Leonard J. Sokolow
      -----------------------------        -------------------------------------
                                       President & CEO
                                       & Its Duly Authorized Officer

"Consultant"                           INSIGHT CAPITAL CONSULTANTS CORP.




Date: August 20, 2001                  By: /s/ Brock Malky
      -----------------------------        -------------------------------------
                                       Brock Malky, President
                                       & Its Duly Authorized Officer





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