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                               VFINANCE.COM, INC.


VIA E-MAIL AND TELECOPY

March 24, 2000

D. Carr Moody
1881 Middle River Drive, #601
Fort Lauderdale, FL 33305

                  RE: Chief Financial Officer Position

Dear Carr:

It is my pleasure to offer you employment at vFinance.com, Inc. ("VFIN" or the
"Company") pursuant to the following terms and conditions:

1.       $70,000 (U.S.) annual base salary to be paid bi-weekly that will begin
         upon your commencement of full-time employment.

2.       As part of your employment, you will enter into a mutually agreeable
         severance agreement with the Company. The severance agreement will
         provide for severance pay equal to three months of your annual base
         salary, in the event that you are terminated without cause. In
         addition, it will stipulate that you shall maintain all standard
         employee benefits available to employees of VFIN until the end of the
         severance period (the "Period"), which shall be three months from the
         notice of your termination by the Company. The severance agreement will
         be executed within 30 days of your hire date.

3.       An initial grant of 50,000 options (the "Options") to purchase 50,000
         shares of VFIN Common Stock, which vest at a rate of 12,500 shares per
         year beginning after the first anniversary of your hire date at a per
         share exercise price of $5.625 (U.S.). Except as provided herein below,
         the Options shall expire five years from the grant date, which shall
         correspond to the hire date. The Company shall register the Common
         Stock underlying the Options as soon as reasonably practicable. Once
         the Common Stock is registered with the Securities and Exchange
         Commission, all vested Options may be exercised to purchase
         unrestricted, freely tradable shares of VFIN Common Stock.

4.       The options shall vest and be exercisable pursuant to the following
         terms and conditions:

         a.       In the event that you resign or are terminated with cause,
                  then all non-vested


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                               VFINANCE.COM, INC.

                  Options shall expire and shall be deemed null and void. You
                  shall have 30 days from the date of such resignation or
                  termination to exercise Options which have vested after which
                  time any such vested Options which remain unexercised shall
                  expire and shall be null and void;

         b.       In the event that you are terminated without cause, then all
                  non-vested options shall expire and shall be deemed null and
                  void at the end of the Period. You shall have 30 days from the
                  end of the Period to exercise Options which have vested after
                  which time any such vested Options which remain unexercised
                  shall expire and shall be null and void;

         c.       In the event that you are terminated and have not exercised
                  certain vested Options, and the shares of Common Stock
                  underlying such Options are still unregistered, such Options
                  will not expire or be deemed null and void until the shares of
                  Common Stock are registered with the Securities and Exchange
                  Commission. You shall have 30 days from the date of such
                  registration to exercise only those Options which had vested
                  as of the date of termination. All unregistered and non-
                  vested Options shall expire and shall be deemed null and void
                  at the time of termination;

         d.       In the event of a change in control, which will be defined and
                  set forth in an incentive stock option plan (the "Plan") to be
                  filed and registered at a future date, then all non-vested
                  Options will accelerate and immediately vest. In the event no
                  Plan is established then for purposes of this agreement,
                  "Change of Control" shall mean (i) the occurrence of any event
                  or transaction or series thereof pursuant to which any person
                  or group (as used in Rule 13(d)-1 of the Securities Exchange
                  Act of 1934) acquires beneficial ownership or control in
                  excess of 50% of the outstanding voting shares of the Company,
                  or (ii) that the directors of the Company serving on its Board
                  of Directors on the date immediately preceding such event or
                  transaction or series thereof shall, in the aggregate,
                  represent less than fifty percent (50%) of the Board of
                  Directors after such event or transaction or series thereof;

         e.       In the event that the outstanding shares of Common Stock of
                  the Company are changed by (i) any stock dividend, stock split
                  or combination of shares or (ii) any merger, consolidation or
                  reorganization of the Company with any other corporation or
                  corporations, the number of shares underlying the Options and
                  subject to the Plan shall be proportionately adjusted. In the
                  event of any such adjustment, the purchase price per share
                  shall be proportionately adjusted;

         f.       In the event of your death while you are an employee of VFIN,
                  your family shall have the right to exercise any vested
                  Options within 90 days after your death;

         g.       The Options are not assignable or transferable.

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                               VFINANCE.COM, INC.


5.       You will be eligible to receive future stock option grants on an annual
         basis in accordance with criteria established from time to time by the
         Company or VFIN's Board of Directors.

6.       You will be eligible to receive an annual bonus of not less than 10% of
         your annual base salary as determined in the sole and absolute
         discretion of the Company.

7.       You shall be entitled to all standard employee benefits available to
         employees of VFIN, including two weeks of vacation once you have been
         employed one (1) full year by the Company.

8.       During the term of employment, you shall have the position of "Chief
         Financial Officer" and shall perform all duties and responsibilities
         consistent with this position or as may be assigned to you periodically
         by the Chief Executive Officer or Chief Operating Officer of the
         Company.

9.       As a condition of your employment, you shall be required to sign the
         Company's Confidentiality and Inventions Agreement.

We are excited at the prospects of working with you, as we believe that you
possess skills that will assist vFinance in its efforts to be a leading Internet
financial services company. Please indicate your acceptance by signing this
letter in the space provided below.

VFinance.com, Inc.

By: /s/ LEONDARD J. SOKOLOW
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    Leonard J. Sokolow, CEO

Agreed and Accepted:

By: /s/ D. CARR MOODY
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    D. Carr Moody