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                                                             Exhibit 2.2


                                  AMENDMENT TO
                            SHARE EXCHANGE AGREEMENT

         THIS AMENDMDENT TO SHARE EXCHANGE AGREEMENT ("this Agreement") is made
and entered into as of this 29th day of November, 1999 by and among PEACHTREE
FIBEROPTICS, INC., a Delaware corporation ("PFI"), VFINANCE HOLDINGS, INC., a
Florida corporation ("VHI") and the shareholders of VHI listed on the
counterpart signature pages hereto constituting all of the shareholders of VHI
(collectively, "VHI Shareholders"); and UNION ATLANTIC LC a Florida limited
liability company ("UALC"), and the members of UALC listed on the counterpart
signature pages hereto constituting all of the members of UALC (collectively,
"UALC Members").

                                    RECITALS:

         A. PFI, VHI, VHI Shareholders, Union Atlantic LC and UALC Members
(collectively, the "Parties") desire to amend the Share Exchange Agreement dated
as November 8, 1999 by the between them (the "Share Exchange Agreement") with
respect to the Class B Shares referenced in such Share Exchange Agreement.

         B. The Parties have been advised by counsel to PFI that the Class B
Share structure creates undue corporate governance issues beyond that which was
contemplated by the Parties.

         C. The Parties intended to provide the holders of the Class B Shares
common the ability to control the Board of Directors which ability should be
reduced commensurate with the reduction in ownership of such Class B common and
whereas the Parties do not desire to create two classes on the Board one of
which would be elected by the holders of the Class B Shares and the other by the
Common Share owners.

         D. The Parties have been advised of a more effective structure to
accomplish such intention by legal counsel to PFI.

         E. The Parties desire to amend the Share Exchange Agreement to provide
such effective structure.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties,
intending to be legally bound, agree as follows:

         1.1 CLASS B SHARES REFERENCES. All references to Class B Shares in the
Share Exchange Agreement and all Schedules and Exhibits thereto shall be deleted
in its entirety and replaced in all instances with "Class A Common Stock". Any
and all corporate governance/voting characteristics associated with such Class B
Shares prior to such amendment which are described in the Share Exchange
Agreement and all Schedules and Exhibits thereto shall be deleted in their
entirety. Any and all references to the "Class A Common Stock" shall be deemed
to include the corporate governance/voting characteristics of the Class A Common
Stock described in Paragraphs 5.1 and 5.2 as amended herein.

         1.2 AMENDMENT TO PARAGRAPHS 5.1 AND 5.2. Paragraphs 5,1 and 5.2 of the
Share Exchange Agreement shall be deleted in their entirety and replaced with
the following provisions:

         5.1 ORGANIZATION AND GOOD STANDING. PFI is a corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Delaware, and is entitled to own or lease its properties and
         to carry on its business as and in the places where such properties are
         now owned, leased, or operated and such business is now conducted. The
         authorized capital stock of PFI presently consists of 20,000,000 shares
         of Common Stock, of which 546,334 shares are issued and outstanding as
         of September 30, 1999, with obligations by PFI is issue an additional
         778,666 shares plus various grants of options or warrants prior to,
         concurrent with, or following the Exchanges. Within 150 days after the
         closing of this transaction, PFI shall amend its Articles of
         Incorporation to permit the issuance of the Class A Common Stock. Since




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         the issuance of the Class A Common Stock has not been authorized prior
         to the date of this Agreement, PFI shall issue to the UALC Members
         shares of PFI stock common in the same amounts to the UALC Members
         designated to receive the Class A Common Stock as set forth on Exhibit
         B; and, immediately following the due authorization of the Class A
         Common Stock, each of the UALC Members designated to receive the Class
         A Common Stock will be entitled to exchange those shares of PFI common
         stock for an equivalent number of Class A Common Stock. PFI is duly
         licensed or qualified and in good standing as a foreign corporation
         where the character of the properties owned by PFI or the nature of the
         business transacted by it make such license or qualification necessary.

         5.2 THE CLASS A COMMON STOCK. The Class A Common Stock to be issued to
         the UALC Members (and any shares of common stock issued prior to the
         authorization of the Class A Common Stock) described in Exhibit B have
         been or will have been duly authorized by all necessary corporate and
         shareholder actions and, when so issued in accordance with the terms of
         this Agreement, will be validly issued, fully paid and non-assessable.
         The Class A Common Stock, par value $.01, will consist of 6,250,000
         authorized shares. The Class A Common Stock shall be convertible on a
         share for share basis into the Common Stock of the Company.
         Furthermore, the Class A Common Stock holders shall be entitled to five
         votes per share of Class A Common Stock in the election of the Board of
         Directors, voting with the common shareholders as a single class; and
         shall be entitled to one vote per one share of Class A voting rights on
         all matters submitted to the common shareholders, voting with the
         common shareholders as a single class, except as otherwise provided by
         law. A majority vote of the Class A Common Stock holders and a majority
         of the Common Shareholders, in addition to a resolution of a majority
         of the Board of Directors, shall be required to increase the maximum
         number of directors of the corporation. The parties to this Agreement
         have the effect of delaying, deferring or making more expensive or
         difficult a change in control.

         2. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which, when so executed, will constitute an original copy
hereof, but all of which together will be considered but one and the same
document.

         3. OTHER PROVISIONS. All other provisions of the Share Exchange
Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

                                PEACHTREE FIBEROPTICS, INC.

                                By:  /s/ Signey Levine
                                     ----------------------------------------
                                       Sidney Levine, Director and
                                       Authorized Representative

                                VFINANCE HOLDINGS, INC.

                                By:  /s/ Leonard J. Sokolow
                                     ----------------------------------------
                                        Leonard J. Sokolow, President

                                VHI SHAREHOLDERS:

                                INSINGER VENTURE CAPITAL LIMITED

                                By: /s/ F.M.C Limited, Director
                                     ----------------------------------------

                                    ________________Authorized Representative


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                                   GENESIS PARTNERS, INC.

                                   By:  /s/ Leonard J. Sokolow
                                        -------------------------------------
                                           Leonard J. Sokolow, President


                                   TIMOTHY MAHONEY

                                   By:  /s/ Timothy Mahoney
                                        -------------------------------------
                                            Timothy Mahoney


                                   UNION ATLANTIC LC

                                   By:  /s/ Timothy Mahoney
                                        -------------------------------------
                                            Timothy Mahoney, Member and
                                              Authorized Representative


                                   UALC MEMBERS:

                                   BAYARD MANAGEMENT SERVICES (BVI) LIMITED

                                   By: /s/ Martin Crespel
                                       --------------------------------------
                                   Sole Director, Authorized Representative


                                   GENESIS PARTNERS, INC.

                                   By: /s/ Leonard J. Sokolow
                                       --------------------------------------
                                         Leonard J. Sokolow, President

                                   HIGHLANDS GROUP

                                   By:  /s/ Timothy Mahoney
                                        -------------------------------------
                                            Timothy Mahoney