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                                                                    Exhibit 10.1



                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into
this 29th day of January 2000 by and between Stock Exposure, Inc. whose business
address is at 1127 Foothill Blvd Suite 208, San Luis Obispo, California 93401
(the "Company"), and Vfinance, "VFIN"(the "Client").

         In consideration of the mutual promise contained herein and on the
terms and conditions hereinafter set forth, the Company and Client agree as
follows:

1.       CONSULTING SERVICES. The Client hereby retains the Company to assist in
         profiling a publicly traded company on the Internet website owned and
         operated by the Company (http://www.majorprofit.com) as well as
         representing the Client as a new addition to an online investor
         relations service owned and operated by the Company
         (http://www.stockir.com), and the Company hereby accepts and agrees to
         such retention. The Company hereby agrees to post publicly summarized
         information of the Client as both a profile in the featured "Profile of
         the Month" section of Major Profit and as an IR agent for the Client.

         It is further acknowledged that the entire objective of the service
         performed by the Company is to gain exposure of a public company on
         behalf of the Client through internet website, and not to artificially
         inflate share prices, trading volume or any other prohibited activity.

2.       DURATION OF SERVICE. The Company shall post information regarding the
         Client on Major Profit for a time period approximate to 30 days. The
         Company also has the discretion to disseminate periodic informative
         updates on behalf of the Client for 3-6 months after the initial
         advertising launching. In addition, the Company shall post information
         regarding the Client on StockIR for a time period of 3 months to
         fulfill obligations contained herein this agreement.

3.       ACTIVITIES NOT WITHIN THIS AGREEMENT. It is acknowledged and agreed by
         the Client that the Company is not rendering legal advice or performing
         accounting services. It is also acknowledged that the Company is not
         acting in place of an investment advisor or broker-dealer within the
         meaning of applicable state and federal securities laws.

4.       TERM OF AGREEMENT. The term of this Agreement shall commence on the
         initial advertising date and shall terminate 6 months after service
         begins on StockIR. Full compensation payments are expected to be
         transferred to the Company no later than 60 days after initial coverage
         begins.




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5.       COMPENSATION. In full consideration of the services contained within
         this Agreement the Client agrees to compensate the Company ten thousand
         shares of one-year 144 restricted VFIN stock.

6.       EXPENSES. The Company shall be solely responsible for all expenses and
         disbursements anticipated to be made in connection with its performance
         under this Agreement.

7.       CLIENT REPRESENTATIONS. The Client hereby represents that all
         documents, news and other information produced or distributed by the
         Client, used in conjunction with a profile on the website of the
         Company, or any person or entity acting on behalf of the Client, has
         been factual, complete and truthful. Further the Client represents that
         neither it, nor any person or entity acting on its behalf, has
         knowingly, negligently or recklessly distributed or produced
         information relating to the profile company that has violates any
         local, state or federal law or statue. Further, the Client represents
         that in the future all information provided by the Client, or any
         person or entity acting on its behalf, will be factual, complete and
         truthful, and neither the Client, or any person or entity acting on its
         behalf, will knowingly, negligently or recklessly violate any local,
         state or federal law or statue.

         In the event that the Client violates the above representations then
         the Company, at its option, shall have the right to cease performing
         services herein this Agreement. If said circumstances were to arrive
         the Company would not be obligated to return any portion of the
         compensation package required from signed Agreement.

8.       DISCLAIMER OF RESPONSIBILITY FOR ACTS OF THE CLIENT. The obligations of
         the Company in this Agreement consist solely of the distribution of
         information on its website. In no event shall the Company be required
         by this Agreement to represent or make management decisions for the
         Client or the profiled company. All final decisions with respect to
         acts and omissions of the Client or any affiliates and subsidiaries,
         shall be those of the Client or its affiliates, and the Company shall
         under no circumstances be liable for any expenses incurred or loss
         suffered by the Client as a consequence of such acts or omissions.

         A Client representative will provide the Consultant with factual news
         on the company to be profiled. Any news given by the Client that is
         deemed not true by ANY regulatory body is the SOLE responsibility of
         the Client or profiled company, and the Company is in no way liable for
         any misrepresentations. Further, the Client is aware that the Company
         is relying on the truthfulness and accuracy of said news and
         information. Client will reimburse the Company for any and all sums
         expended in legal defense or judgements rendered against Company as a
         result of misrepresentation to the Company by the Client. As well, the
         Company agrees not to misrepresent the profiled company to the best of
         its ability.



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         The Company will make every effort to fully disclose compensation, and
         potential conflicts of interest to the public, in accordance with the
         Securities Act of 1933, section 17 (b). The Company will fully disclose
         its compensation and insist that all other related parties do the same.

9.       INDEMNITY BY THE CLIENT. The Client shall protect, defend, indemnify
         and hold the Company and its assigns and attorneys, accountants,
         employees, officers and directors harmless from and against all losses,
         liabilities, damages, judgements, claims, counterclaims, demands,
         actions, proceedings, costs and expenses of every kind and character
         resulting from or relating to (a) the inaccuracy, non-fulfillment or
         breach of any representation, warranty, covenant or agreement made by
         the Client herein; or (b) any legal action, including any counterclaim,
         to the extent it is based upon alleged facts that have been determined
         by a court of law in a non-appealable final determination to be true,
         would constitute a breach of any representation, warranty, covenant or
         agreement made by the Client herein; or (c) negligent actions or
         omissions of the Client or any employee or agent of the Client, or any
         reckless or willful misconduct, occurring during the term hereof with
         respect to any of the decisions made by the Client. Any damages or
         liability of Client to the Company including payment of attorneys fees
         and cost described in section l4 shall be limited to the value of the
         compensation paid by Client to the Company hereunder as of the date of
         this Agreement.

10.      NOTICES. Any notices required or permitted to be given under this
         Agreement shall be sufficient if in writing and delivered or sent by
         registered or certified mail or overnight courier to the principal
         office of each party.

11.      APPLICABLE LAW. It is the intention of the parties hereto that this
         Agreement and the performance hereunder and all suits and special
         proceedings hereunder be construed in accordance with and under and
         pursuant to the laws of the State of Florida and that any action,
         special proceeding or other proceedings that may be brought arising out
         of in connections with or by reason of this Agreement, shall be brought
         only in a court of competent jurisdiction within the State of Florida.

12.      SEVERABILITY. All agreements and covenants contained herein are
         severable, and in the event any of them shall be held to be invalid by
         any competent court, the Agreement shall be severed at the option of
         either party.

13.      ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
         understanding and agreement of the parties and supersedes and replaces
         all prior understandings, agreements and negotiations between the
         parties.

14.      ATTORNEY'S FEES AND COSTS. In the event of any dispute arising out of
         the subject matter of this Agreement the prevailing party shall
         recover, in addition to any damages



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         assessed, its attorneys fees and court costs incurred in litigating or
         otherwise settling or resolving such dispute.

15.      COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed
         simultaneously in two or more counterparts, each of which shall be
         deemed an original, but all of which taken together shall constitute
         one and the same instrument. Execution and delivery of this Agreement
         by exchange of facsimile copies bearing the facsimile signature of a
         party hereto shall constitute a valid and binding execution and
         delivery of this Agreement by such party. Such facsimile copies shall
         constitute enforceable original documents.


VFinance.com                                STOCK EXPOSURE INC.


Leonard J. Sokolow                           Weston Lemos, CEO
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Printed Name, Title                         Printed Name, Title




/s/ Leonard J. Sokolow                      /s/ Weston Lemos
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Signature                       Date        Signature                       Date




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