EXHIBIT 10.11

                                  AMENDMENT TO
                             SUBSCRIPTION AGREEMENT

      This Amendment to Subscription  Agreement  (this  "AMENDMENT") is made and
effective as of March 2, 2005,  by and among  Franklin  Capital  Corporation,  a
Delaware  corporation  (the  "ISSUER"),  and the persons and entities  listed on
EXHIBIT A attached  hereto who are the Holders of a majority of the  Registrable
Securities (collectively, the "AMENDING INVESTORS").  Capitalized terms used but
not defined  herein  shall have the meanings  given to them in the  Subscription
Agreement (as defined below).

                                    RECITALS

      A. The  Company and the  Amending  Investors  are parties to that  certain
Subscription  Agreement,  dated  as  of  November  3,  2004  (the  "SUBSCRIPTION
AGREEMENT"),  by  and  among  the  Company  and  the  Investors  listed  therein
(including,  without limitation, the Amending Investors) and desire to amend the
Subscription Agreement as set forth in this Amendment.

      B.  Section  9.6  of  the   Subscription   Agreement   provides  that  the
Subscription Agreement or any provision thereof may be amended only by a written
instrument  executed  by  the  Issuer  and  the  Holders  of a  majority  of the
Registrable Securities.

                                    AMENDMENT

      In consideration of the mutual covenants  contained herein,  and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1. AMENDMENT TO SUBSCRIPTION  AGREEMENT.  The  Subscription  Agreement is hereby
amended as follows:

      1.1  Section  6.2 of the  Subscription  Agreement  is hereby  amended  and
restated in its entirety to read as follows:

            "6.2 REQUIRED  REGISTRATION.  As promptly as  practicable  after the
      Closing,  but in no event later than one hundred  eighty  (180) days after
      the  date  of the  Closing,  the  Issuer  agrees  to  file a  Registration
      Statement  to  register  the resale of all the Shares and  Warrant  Shares
      (which   shall  not  include  an   underwritten   offering)  (a  "REQUIRED
      REGISTRATION").  Not less  than two (2) days  prior to the  filing  of the
      Registration  Statement,  the Issuer shall  provide each of the  Investors
      (or, if an Investor  shall have so instructed  the Issuer,  the investment
      adviser  of  such  Investor)  with a copy  of the  Registration  Statement
      proposed to be filed and shall consider all (but shall not be obligated to
      give effect to any) appropriate  comments that are timely provided by such
      Investors with respect to the Registration Statement. The Issuer shall use
      its reasonable  best efforts to cause the SEC to declare the  Registration
      Statement effective no later than the ninetieth

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      (90th) day following the date the Registration Statement is filed with the
      SEC. In the event that the Registration Statement has not been filed on or
      prior to the one  hundred  eightieth  (180th)  day  after  the date of the
      Closing  (the  "REGISTRATION  DEADLINE"),  then in  addition  to any other
      rights the Holders may have  hereunder  or under  applicable  law, on each
      monthly anniversary of such Registration  Deadline until the date on which
      the  Registration  Statement is first filed,  the Issuer shall pay to each
      Holder an amount in cash,  as  liquidated  damages  and not as a  penalty,
      equal  to  1.0%  of  the  aggregate  Purchase  Price  originally  paid  in
      connection with the acquisition pursuant to the terms of this Agreement of
      the Registrable Securities then held by such Holder. Once the Registration
      Statement  has  been  declared  effective,  the  Issuer  shall  thereafter
      maintain the effectiveness of the Registration Statement until the earlier
      of: (i) the date on which all the Shares and Warrant Shares have been sold
      pursuant to the  Registration  Statement or Rule 144; or (ii) such time as
      the Issuer  reasonably  determines,  based on the advice of counsel,  that
      each Holder,  acting independently of all other Holders,  will be eligible
      to sell under Rule 144 all the Shares  and  Warrant  Shares  then owned by
      such Holder within the volume limitations imposed by paragraph (e) of Rule
      144 in the three (3) month period immediately following the termination of
      the  effectiveness  of the  Registration  Statement.  Notwithstanding  the
      foregoing,  the Issuer's  obligations  contained in this SECTION 6.2 shall
      terminate on the second (2nd) anniversary of the date of the Closing."

2. MISCELLANEOUS.

      2.1 NO OTHER  AMENDMENT.  Except as expressly set forth in this Amendment,
the terms and conditions of the  Subscription  Agreement shall remain  unchanged
and in full force and effect.

      2.2 COUNTERPARTS.  This Amendment may be executed in counterparts, each of
which shall be deemed an original but all of which together  shall  constitute a
single instrument.  This Amendment may be executed and transmitted via facsimile
with the same validity as if it were an executed original document.

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      IN  WITNESS   WHEREOF,   the  parties  have  executed  this  AMENDMENT  TO
SUBSCRIPTION AGREEMENT as of the date first written above.

                                         COMPANY:

                                         FRANKLIN CAPITAL CORPORATION

                                         By:____________________________________
                                            MILTON "TODD" AULT III
                                            Chairman and Chief Executive Officer


                                         AMENDING INVESTORS:

                                         Name of Amending Investor:

                                         _______________________________________

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________


             [SIGNATURE PAGE TO AMENDMENT TO SUBSCRIPTION AGREEMENT]

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                                    EXHIBIT A

                           LIST OF AMENDING INVESTORS

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       AMENDING INVESTOR                   NUMBER OF REGISTRABLE SECURITIES HELD
--------------------------------------------------------------------------------

Bodnar Capital Management, LLC                            281,250
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Catalysis Partners, LLC                                    45,000
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Charles J. Kalina III                                      18,750
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Jean Cosby IRA R/O                                         18,750
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Daniel James Heckman II                                    14,062
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Sothi Thillairajah                                          7,500
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TOTAL:                                                    385,312
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