Unassociated Document


    Exhibit
      10.3

    

      AMENDMENT
        TO VOTING AND LOCKUP AGREEMENT

       

      This
        AMENDMENT
        TO VOTING AND LOCKUP AGREEMENT
        (this
“Amendment”),
        dated
        as of May 11, 2006, by and among STERLING FINANCIAL INVESTMENT GROUP, INC.,
        a
        Florida corporation (“Seller”),
        STERLING FINANCIAL GROUP OF COMPANIES, INC., a Delaware corporation
        (“Parent”),
        CHARLES GARCIA (“CG”),
        vFINANCE
        INVESTMENTS, INC.,
        a
        Florida corporation (“Buyer”),
        vFINANCE,
        INC.,
        a
        Delaware corporation (“VFIN”),
        LEONARD SOKOLOW (“LS”)
        and
        TIMOTHY MAHONEY (“TM”)
        hereby
        amends that certain Voting and Lockup Agreement by and among each of the
        Parties
        hereto.

       

      

    RECITALS:

      

       

      Seller,
        Parent, CG, Buyer, VFIN, LS and TM (collectively, the “Parties”)
        have
        entered into a Voting and Lockup Agreement dated January 10, 2006 (the
“Lockup
        Agreement”). 

       

      Each
        of
        Parties hereto desires to amend the Lockup Agreement in order to expedite
        NASD
        approval of the transaction described in that certain Asset Purchase Agreement,
        as amended, by and among certain of the Parties to this Amendment. 

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual promises herein
        made,
        and in consideration of the representations, warranties, covenants and
        agreements herein contained, the Parties agree as follows:

       

      	1.  	
              (a)
                Clause (i) of subsection (a) of Section 2 is deleted in its entirety
                and
                replaced with the following:

            


       

      “(i)
        So
        long as CG remains employed by VFIN or Buyer, LS and TM shall vote for (and,
        if
        applicable, vote to nominate) CG’s designee to serve as a director of VFIN
        provided such designee is reasonably acceptable to the other directors of
        VFIN
        (including LS and TM),” and

       

      (b)
        Subsection (b) of Section 2 is deleted in its entirety.

       

      	2.  	
              All
                other provisions of the Lockup Agreement shall remain in full force
                and
                effect. The Lockup Agreement is incorporated by reference herein,
                as
                modified by the changes herein. Each term which is capitalized but
                not
                defined herein shall have the meaning ascribed thereto in the Lockup
                Agreement. The Lockup Agreement, as amended by this Amendment constitutes
                the entire agreement of the Parties with respect to the subject matter
                hereof. In the event of any inconsistency between the terms of this
                Amendment and the Lockup Agreement, the terms of this Amendment shall
                govern and prevail.

            


       

       

      	3.  	
              This
                Amendment may be executed in any number of counterparts, each of
                which
                shall be deemed to be an original and all of which together shall
                be
                deemed to be one and the same instrument. The Parties to this Amendment
                need not execute the same counterpart.

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      IN
        WITNESS WHEREOF,
        the
        Parties have caused this Amendment to be duly executed as of the date first
        above written.

      
        
          	 	 	 
	 	VFINANCE
                  INVESTMENTS, INC. 
	 	 	 
	 	By:  	/s/ Leonard
                  Sokolow
	 	
                  
Name:
                  Leonard Sokolow 
	 	Title:
                  Chairman


        

        
          
            	 	 	 
	 	VFINANCE,
                    INC.
	 	 	 
	 	By:  	/s/ Leonard
                    Sokolow
	 	
                    
Name:
                    Leonard Sokolow 
	 	Title:
                    CEO and President



        

        
          	 	 	 
	 	STERLING
                  FINANCIAL INVESTMENT GROUP, INC.
	 	 
	 	By:  	/s/ Charles
                  P. Garcia
	 	
                  
Name:
                  Charles P. Garcia
	 	Title:
                  CEO



        
          
            	 	 	 
	 	STERLING
                    FINANCIAL GROUP OF COMPANIES, INC.
	 	 	 
	 	By:  	/s/ Charles
                    P. Garcia
	 	
                    
Name:
                    Charles P. Garcia
	 	Title:
                    CEO


          

        

      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Charles
                P. Garcia
	 	
                
CHARLES
                P.
                GARCIA


      

      
        	
              	 	 
	 	By:  	/s/ Leonard
                Sokolow 
	 	
                
LEONARD
                SOKOLOW


      

      
        	
              	 	 
	 	By:  	/s/
                Timothy
                Mahoney 
	 	
                
TIMOTHY
                MAHONEY