Exhibit 10.39

January 12, 2005

Kathleen Kennedy
6554 NW 31 Way
Boca Raton, FL  33496

Dear Kathleen:

It is our pleasure to offer you the position of EVP, Corporate Marketing, Chief
Marketing Officer and Executive Director, CIE at vFinance Inc. ("VFIN" or "the
Company"). Your start date will be Monday, January 17, 2005. You will report
directly to Tim Mahoney, the Chairman and COO of the Company.

The compensation package the Company is prepared to extend to you in terms of
your employment are as follows:

1)   The Company shall pay Employee a base salary of $140,000 per annum ("Base
     Salary"), payable on a bi-weekly basis, less any and all applicable Federal
     and State taxes. Your performance will be evaluated on an annual basis and
     your salary will be adjusted accordingly at that time. You will also be
     eligible for a target bonus up to 50% of the base salary of which:
     a)   50% of such  bonus  will be based on the  Company's  overall  revenue,
          margin and profit objectives; and
     b)   50% of such bonus will be based on the CIE's revenues,  grants,  gifts
          and other metrics and objectives.

2)   You will be eligible to participate in all employee benefit plans and
     arrangements now in effect or which may hereafter be established including
     all life insurance, medical, dental, disability, retirement and other
     employee benefits plans of the Company.

3)   You will, immediately upon employment, begin earning (accruing) vacation at
     the rate of three weeks per annum.

4)   You shall be reimbursed for all reasonable pre-approved expenses incurred
     in the performance of your duties including, but not limited to,
     entertainment, travel and other expenses deemed reasonably necessary by
     your direct supervisor.

5)   Employee will be granted  options to purchase  400,000 shares of vFinance,
     Inc. Common Stock at an exercise price equal to the closing  price of VFIN
     as of the most recent  business  day prior to the  employee's  start date.
     The  options are granted  pursuant to the terms and  conditions  of the
     Employee  Option  Plan.  The Options  will vest over four years in the
     amount of 100,000 on each  anniversary  date.  Vesting only takes place if
     the  Employee is employed  with the Company on the  applicable  annual
     vesting  date. Employee  will also be eligible for ongoing  option grants
     at the  discretion of the Company.  Change of management  control is deemed
     to occur when an individual  or company  purchases  more than 51% of the
     issued  shares of the Company and the  Chairman  and CEO of the Company are
     terminated  or their respective  positions  are  replaced.  Beginning  no
     later  than  one  (1)  year  from  the  date of employment,  the Company
     shall provide the Employee with  standard  piggy-back  registration  rights
     with respect to the shares of VFIN Common Stock underlying the Options.

6)   This offer is not an employment agreement or a guarantee of employment.
     Your employment with the Company is "at will". The Company may terminate
     you for any reason, with or without cause.

7)   "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,  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.  Marketing and other
     information  such as supplier lists,  customer lists,  list of prospective
     customers and acquisition targets,  marketing  and business plans, business
     or  technical  needs of  customers,  consultants, licenses  or  suppliers
     and their  methods  of  doing   business,   arrangements   with  customers,
     consultants,  licenses or suppliers,  manuals and personal 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  shall not  constitute
     Confidential Information for purposes of this Agreement.

     a)   During  the  term  of  your   employment   and  eighteen  (18)  months
          thereafter,  Employee  agrees to hold in confidence  all  Confidential
          Information  and  not to  use  such  information  for  Employee's  own
          benefits or to reveal, report, publish, disclose or transfer, directly
          or indirectly,  any Confidential  Information to any person or entity,
          or to utilize Confidential Information for any purposes, except in the
          course of Employee's work for the Company.

<PAGE>

     b)   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,  and will
          inform the  Company of any  defects in or  improvements  that could be
          made to, such rules and regulations.

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

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

8)   The Employee covenants and agrees that for an eighteen (18) month period
     following termination, you will not, directly or indirectly, hire any
     employee of the Company or its affiliates or solicit or induce any employee
     of the Company or its affiliates to leave the Company.

If any court shall determine that the duration or geographical limit of any
covenant contained in Section 8 is unenforceable, it is the intention of the
parties that these covenants shall not thereby be terminated but shall be deemed
amended to the extent required to render it valid and enforceable, and such
amendment to apply in the jurisdiction of the court that has made such
adjudication.

Employee acknowledges that by accepting this offer of employment, the covenants
contained in Section 8 hereof are the basis upon which this offer is being
proffered and that each of these covenants is reasonable and necessary to
protect and preserve the interests, properties and business of the Company, and
that an irreparable loss and damage will be suffered by the Company should
Employee breach any such covenants. Employee further acknowledges that he shall
not be precluded from the enforcement of these provisions.

9)   Should there be a change of management  control (as defined in Section 5
     above) and should new  management  terminate  your employment;  then you
     will be entitled to severance  equal to one year salary plus  benefits paid
     to Employee in twelve (12) equal monthly  payments as long as you do not
     receive  compensation  for your ownership in the company in an amount equal
     to or greater than  $500,000 USD.  Should new  management reduce Employee's
     salary  and/or  reduce the amount of bonus the Employee can earn,  then you
     would have the option to terminate your  employment  and receive one year's
     salary (plus  benefits) paid to you in  twelve  (12)  equal  monthly
     payments  provided  you do not  receive  compensation  for your ownership
     in vFinance in an amount equal to or greater than $500,000 USD.

We are excited at the prospects of working with you and believe that your skills
and experience will contribute significantly to our ongoing success. Please
indicate your acceptance of our offer by signing this letter in the space
provided below.

vFinance, Inc.

By: /s/ Leonard J. Sokolow
        ------------------
        Leonard J. Sokolow
        Chief Executive Officer
        January 12, 2005


Agreed and accepted:

Employee

By:  /s/ Kathleen Kennedy
         ----------------
         Kathleen Kennedy
         January 12, 2005