SHARE SUBSCRIPTION AGREEMENT





THIS SHARE SUBSCRIPTION AGREEMENT ("Agreement") is made and entered into as of

the 22 day of October, 2002 (the "Effective Date"), by and between INTERNATIONAL

ASSETS HOLDING CORPORATION, a Delaware corporation (the "Company"), and SEAN M.

O'CONNOR (the "Investor").



                                 R E C I T A L S



A. The Company, directly or through its subsidiaries, operates a financial

services company, including a market making and proprietary trading brokerage

firm specializing in global securities.



B. The Company is a publicly held entity, having previously offered shares of

the Company's common stock pursuant to a registration statement, and continues

to file reports as to the Company's business.



C. The Board of Directors of the Company (the "Board") considers it essential to

the best interests of the Company that (i) additional common equity and (ii)

preferred equity will be sold to the Investor subject to the terms of this

Agreement.



D. The Investor is an "accredited investor" as such term is defined in Appendix

1, and is capable of evaluating the merits and risks of an investment in the

Company.



NOW THEREFORE, in consideration of the mutual covenants and agreements set forth

hereinafter, the Company and the Investor agree as follows:



1.   Recitals. All of the above recitals are true and correct.



2.   Term. This Agreement shall commence on the Effective Date and shall

terminate at 12:01 a.m. EST on the date that is the later of five (5) business

days from the date of receipt by the Company of (i) the audited consolidated

financial statements for the fiscal year ended September 30, 2002; or (ii)

written confirmation from NASDAQ with respect to the transactions evidenced by

this Agreement, but in no event later than December 15, 2002 (the "Termination

Date") unless the Closing, as hereafter defined, has occurred before the

Termination Date. This Agreement may be extended by the mutual written agreement

of the Company and the Investor prior to the Termination Date.



3.   Purchase of Securities.



     (a) Subject to the terms and conditions of this Agreement, the Company

offers to the Investor and the Investor hereby subscribes to purchase (i)

182,061 shares of common stock, $.01 par value per share of the Company (such

shares of common stock are referred to herein as the "Common Securities"), and

(ii) 700,292 shares of preferred



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stock, $.01 par value per share of the Company (such shares of preferred stock

are referred to herein as the "Preferred Securities") (the Common Securities and

the Preferred Securities are collectively referred to as the "Securities"), each

at a fixed price per share equal to $1.70 (the "Per Share Purchase Price"). The

aggregate purchase price for the purchased Securities shall be equal to the

product of the Per Share Purchase Price and the aggregate number of Common

Securities and Preferred Securities purchased by the Investor (the "Aggregate

Purchase Price").



     (b) The Preferred Securities will have the preferences, privileges,

restrictions and rights specified in Exhibit "A" to this Agreement. The Board

will promptly approve the terms of the Preferred Securities by adopting an

amendment to the Company's Certificate of Incorporation in the form of Exhibit

"A".



4.   Earnest Money. The Investor will pay the Company a deposit in the amount of

$80,000 within three (3) days of the execution of this Agreement (the

"Deposit"). At the Closing, the Company will apply the Deposit to the Aggregate

Purchase Price as provided in Section 5. If the Agreement is terminated before

the Closing, as hereafter defined, pursuant to Subsection 7(a)(i), (ii) or (iii)

or Section 10 hereof, the Company will return the Deposit to the Investor. If

the Agreement is terminated before the Closing pursuant to Subsection 7(a)(iv)

hereof or if the Investor is unable to make full payment to the Company for the

purchased shares at Closing, the Investor will forfeit the Deposit.



5.   Closing and Payment. The closing of the acquisition provided for in Section

3 of this Agreement (the "Closing") shall occur on a mutually agreeable date

prior to the Termination Date at the offices of Holland & Knight LLP in Orlando,

Florida or at such other time and place as the parties may agree. At the

Closing: (i) the Investor will pay the Aggregate Purchase Price less the Deposit

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