Unassociated Document


    
      Exhibit
        10.5


      AMENDMENT
        TO MANAGEMENT AGREEMENT

       

      This
        AMENDMENT
        TO MANAGEMENT AGREEMENT
        (this
“Amendment”), dated as of May 11, 2006, by and among vFINANCE
        INVESTMENTS, INC.,
        a
        Florida corporation (“VF”), STERLING FINANCIAL INVESTMENT GROUP, INC., a Florida
        corporation (“SFIG”), and STERLING FINANCIAL GROUP OF COMPANIES, INC., a
        Delaware corporation (“Corporation”) hereby amends that certain Asset Purchase
        Agreement by and among each of the Parties hereto.

       

      

    RECITALS:

      

       

      Buyer,
        VF, SFIG and Corporation (collectively, the “Parties”) have entered into a
        Management Agreement dated January 10, 2006, as amended (the “Management
        Agreement”) and the consummation of the transactions contemplated therein is
        subject to NASD approval. 

       

      Each
        of
        VF, SFIG and Corporation desires to amend the Management Agreement in order
        to
        provide additional time to obtain NASD approval of the transaction described
        in
        the Asset Purchase Agreement, as amended. 

       

      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.  	
              The
                Parties agree that Section 11. a. iv. of the Management Agreement
                shall be
                amended to delete the date “April 30, 2005[sic]” and replace such date
                with “May 15, 2006”. 

            


      


      	2.  	
              All
                other provisions of the Management Agreement shall remain in full
                force
                and effect. The Management 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 Management
                Agreement. The Management 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 Management 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


          

          
            
              	 	 	 



          

          
            	 	 	 
	 	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