FRAMEWORK AGREEMENT

This Framework Agreement (the Framework Agreement) is entered into by and between INTERNATIONAL ASSETS HOLDING CORPORATION, represented by Fabio Damin Nadel in his position as representative, sufficiently empowered to act as such (hereinafter, INTL) and ANTALYA INTERNATIONAL B.V. (soon to be renamed as INTL NETHERLANDS B.V.), represented by Fabio Damin Nadel in his position as representative, sufficiently empowered to act as such (hereinafter, Netherland, and together with INTL, the Buyers); and NORA EDITH ZYLBERLICHT DE TROTTA (DNI 10.134.482), HERNN FERNANDO LPEZ LEN (DNI 12.639.729), ORLANDO FRANCISCO PARISI (DNI 10.201.703), and MIGUEL CANALE (DNI 17.836.700), each of them in their own right (being collectively hereinafter referred to as the Shareholders or Sellers and together with Buyers, the Parties);

RECITALS

WHEREAS, the Shareholders own shares or other means of equity participations in the following companies: (i) Gainvest S.A. Sociedad Gerente de Fondos Comunes de Inversin (Gainvest FCI), (ii) Gainvest Argentina Asset Management S.A. (Gainvest Argentina), (iii) Gainvest Do Brasil Asset Management Ltda. (Gainvest Brazil), (iv) Gainvest Asset Management Limited (Gainvest BVI), and (v) Gainvest Uruguay Asset Management S.A. (Gainvest Uruguay), in the manner set forth in Schedule A (aggregate outstanding capital and votes described in Schedule A referred to as the Shares, and Gainvest FCI, Gainvest Argentina, Gainvest Brazil, Gainvest BVI and Gainvest Uruguay collectively referred to as the Companies and each individually as a Company);

WHEREAS, as described in Schedule A, the Shareholders own directly, or through the Companies or other entities, 100% of Gainvest FCI, Gainvest Argentina, Gainvest Brazil and, Gainvest BVI, and 90% of Gainvest Uruguay;

WHEREAS, Buyers wish to purchase from the Shareholders, and the Shareholders wish to transfer to Buyers, the Shares in the manner set out in Schedule A;

WHEREAS, the Parties also endeavour to cooperate strengthening their strategic business alliance to be pursued through the Companies and to that end they will enter into complementary commercial, operation and management agreements or understandings that will foster such alliance;

WHEREAS, therefore the Parties wish to further agree on certain matters related to their mutual relationships, as described in the recitals above;

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows.

Article I Definitions

1.01 Definitions. As used in this Framework Agreement, the following terms shall have the following meanings:

Additional Price shall mean the sum of the (i) First Year Contingent Payment plus (ii) the Second Year Contingent Payment.

Affiliate shall mean, as to any Person, any other entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, that Person. For the purposes of this definition, the term Control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

Annual Consolidated Revenues Report shall have the meaning ascribed thereto in Section 2.04.

Applicable Laws shall mean, with respect to any Person, any federal, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, judgment, decision, requirement or rule of law of any Governmental Authority to which such Person or any of its activities or any of its assets or properties is or was subject.

Argentine Pesos or Ar$ shall mean the lawful currency of the Republic of Argentina.

Base Price shall have the meaning ascribed thereto in Section 2.03.

Business Days shall mean any day other a Saturday, Sunday or any day on which banks located in Buenos Aires, Argentina, British Virgin Islands, Netherlands, the city of New York, New York, United States of America or San Pablo, Brazil are authorized or required to be closed for the conduct of regular banking business.

Buyers shall have the meaning ascribed thereto in the preamble.

Buyers Indemnitees shall have the meaning ascribed thereto in Section 11.01.

Buyers Losses shall have the meaning ascribed thereto in Section 11.01.

Capital Stock shall have the meaning ascribed thereto in Section 6.02(b).

Change of Control shall mean the occurrence of any of the following: (i) the sale, lease, transfer, conveyance, or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of a company and its subsidiaries taken as a whole to a third party; (ii) the adoption of a plan relating to the liquidation or dissolution of the Company; (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any third party becomes the beneficial owner.

CIBSA shall be Compaia Inversora Bursatil S.A.

Claim Notice shall mean either a Recoverable Claim Notice or a Third-Party Claim Notice.

Closing shall have the meaning ascribed thereto in Section 2.01(b).

Closing Date shall have the meaning ascribed thereto in Section 2.01(b).

CNV shall mean the Argentine Securities Exchange Commission (Comisin Nacional de Valores).

Companies shall have the meaning ascribed in the preamble.

Consolidated Revenues means, without duplication, the aggregate revenues generated by the Companies that will be calculated net of intercompanies accounts and in the case of Gainvest Uruguay only taking into account 90% of the resulting amount. All calculations shall be determined according to respective local GAAP of each country of incorporation. Any revenues generated by the Companies deriving from revenues or fee sharing agreements with third parties and/or Buyers Affiliates will be calculated net of any revenue shared with the third party or Buyers Affiliate (other than the Companies). Such revenue or fee sharing agreements shall be negotiated in good faith and the revenue to be shared thereunder between the Companies, third-party and/or Buyers Affiliate shall be allocated on an arms length basis and bearing a principle of efforts allocation despite the regional source of such revenues. For purposes of this calculation, amounts in local currencies should be converted into US$ on a monthly basis, at the exchange rate of close of business of the last Business Day of the applicable month, as reported by Banco de la Nacin de la Repblica Argentina in the case of Gainvest FCI and Gainvest Argentina, Banco Central de la Repblica Oriental del Uruguay in the case of Gainvest Uruguay, and Central Bank of Brazil in the case of Gainvest Brazil, taking as a reference the average between selling exchange rate and buying exchange rate. For the avoidance of doubts, Consolidated Revenues shall be net of any fee or portion of the revenues paid to any third party directly related to a transaction.

Consolidated Shareholders Funds means, without duplication, the total shareholders equity of the Companies at close of business on April 30, 2007. For purpose of clarification, shareholders equity shall mean patrimonio neto in the case of Gainvest FCI, Gainvest Argentina and Gainvest Uruguay, patrimnio lquido in the case of Gainvest Brazil and net worth in the case of Gainvest BVI, including share and paid in capital plus retained and statutory reserves, and in each case (i) it shall be calculated net of any intercompany accounts or other cross holdings due among Companies, and (ii) in the case of Gainvest Uruguay, only 90% of its shareholders equity shall be taken into account. All calculations shall be determined according to respective local GAAP of each country of incorporation, and amounts in local currencies shall be converted into US$ at the selling exchange rate of close of business of April 30, 2007 as reported by Banco de la Nacin Argentina in the case of Gainvest FCI and Gainvest Argentina, Banco Central de la Repblica Oriental del Uruguay in the case of Gainvest Uruguay, and the Central Bank of Brazil in the case of Gainvest Brazil, taking as a reference the average between selling exchange rate and buying exchange rate.

Country Stock Purchase Agreements shall have the meaning ascribed thereto in Section 8.01(a)(iv).

Dollars or US$ means the lawful currency of the United States of America.

Drop-Dead Date shall have the meaning ascribed thereto in Section 2.07(a)(ii).

Financial Indebtedness shall have the meaning ascribed thereto in Section 6.02(r).

Financial Statements shall have the meaning ascribed thereto in Section 6.02(d).

First Year Contingent Payment shall have the meaning ascribed thereto in Section 2.04.

Framework Agreement shall have the meaning ascribed to this term in the heading above, as amended from time to time, and including all annexes, schedules and exhibits hereto.

Governmental Authority shall mean any federal, national, state, provincial, local, municipal or similar government, governmental, regulatory or administrative authority, agency or commission or any quasi-governmental or state-owned body or private entity, having any regulatory, taxing, importing or other governmental or quasi-governmental authority or any court, tribunal, or judicial or arbitral body having jurisdiction over any Person, property or asset.

Indemnifiable Loss shall mean any cost, damage, expense, loss, deficiency, fine, fee, penalty, claims, demands, judgments, obligation or liability of any kind or nature, including reasonable legal, accounting and other professional services fees and expenses and amounts paid in connection with a settlement, judgement or demand, interests, fines and penalties, that are imposed on or otherwise suffered or incurred by the specified Person.

Indemnifying Party shall have the meaning ascribed thereto in Section 11.03(a).

Indemnitees shall have the meaning ascribed thereto in Section 11.02.

INTL shall be International Assets Holding Corporation.

INTL SHARES shall have the meaning ascribed thereto in Section 2.03(a).

Irrevocable Capital Contributions shall have the meaning ascribed thereto in Section 6.01(b).

Lien shall mean any lien, pledge, charge, mortgage, hypothecation, deed of trust, security interest or other encumbrance or other restriction on title.

Losses shall have the meaning ascribed thereto in Section 11.02.

March 31, 2007 Report shall have the meaning ascribed in Section 6.02(d).

Netherlands shall mean Antalya International B.V. (soon to be renamed as INTL Netherlands B.V.)

Parties shall have the meaning ascribed thereto in the preamble to this Framework Agreement.

Pending Dividends shall have the meaning ascribed thereto in Section 6.02(b).

Permits shall have the meaning ascribed thereto in Section 6.02(k).

Pershing Agreement shall have the meaning ascribed thereto in Section 3.01(c).

Person shall mean a corporation, association, limited liability company, joint venture, partnership, trust, business, individual, government or political subdivision thereof, or government authority or agency.

Pre-Closing Periods shall have the meaning ascribed thereto in Section 6.02(i).

Proceedings shall have the meaning ascribed thereto in Section 6.02(f).

Purchase Price shall be the sum of the Base Price plus the Additional Price.

Returns shall have the meaning ascribed thereto in Section 6.02(i).

Revenues Report shall have the meaning ascribed thereto in Section 2.04.

Second Year Contingent Payment shall have the meaning ascribed thereto in Section 2.04.

Sellers shall have the meaning ascribed thereto in the preamble.

Shareholders shall have the meaning ascribed thereto in the preamble.

Shareholders Indemnitees shall have the meaning ascribed in Section 11.02.

Shareholders Losses shall have the meaning ascribed thereto in Section 11.02.

Shares shall have the meaning ascribed thereto in the first recital above.

Statement shall have the meaning ascribed thereto in Section 2.03(a).

Tax Benefit Amount shall have the meaning ascribed thereto in Section 11.03(e).

Tax Claim shall have the meaning ascribed thereto in Section 11.03(a).

Taxes shall mean all taxes, including without limitation, any federal, state, provincial, county or local taxes imposed by any Governmental Authority on income, profits, gains of any kind, (including capital gains), profits, excise, interest payable on debt financing, severance, debits and credits on and transactions through bank accounts, stamp, real and personal property, asset, occupation, occupancy, production, sales, value added, use, transfer, license, franchise, registration, customs duties, gross receipts, capital stock, exports, payroll, employment, unemployment, withholding (including, without

limitation, Taxes required to be withheld or collected pursuant to Applicable Laws by a Person from any amount paid or payable to any other Person), insurance, disability, capital, environmental, turnover, social insurance or security, wage, alternative or add-on minimum, estimated or other taxes of any kind whatsoever, fees, impositions and assessments of any type, royalties of any type, together with interest, additions or penalties with respect thereto and any interest in respect of such interest, additions or penalties, whether disputed or not.

Third Party Claim shall have the meaning ascribed thereto in Section 11.03(c).

1.02. Interpretation. All terms defined in this Framework Agreement in the singular shall have the same meaning when used in the plural and vice versa.

Article II Purchase and Sale

2.01 Purchase and Sale. (a) At the Closing Date, upon and subject to the terms and conditions set forth hereinafter in this Article II and on each Country Stock Purchase Agreement, each Seller shall sell, transfer and deliver and each Buyer shall acquire from each Seller, for the consideration hereinafter set forth, the Shares listed in Schedule A opposite the name of such Seller, free and clear of any and all Liens and together with all rights now and hereinafter attached thereto. Buyers shall not be obligated to complete the purchase of any Shares unless the purchase, transfer and delivery if applicable of all Shares is completed simultaneously on the Closing Date.

The sale of the Shares includes the assignment and transfer by the respective Sellers to the respective Buyers of any and all rights arising under (A) any revocable or irrevocable contributions on account of capital increases made by Sellers to each of the Companies before the Closing Date, pending of capitalization as of that date; and (B) the Pending Dividends. Sellers agree to issue and deliver any documents and perform any action required to complete such assignments.

(b) Closing Date. The transactions contemplated by this Agreement shall take place at a closing (the Closing) to be held at Gainvests offices in Sarmiento 459 9, on May 4, 2007 or on such other date agreed upon in writing by the Parties (the Closing Date), provided that the conditions precedent set forth in Article IX have been satisfied, or otherwise waived, by the relevant Party.

2.02 Purchase Price. The purchase price for the Shares shall be equal to (i) the Base Price plus (ii) the Additional Price (jointly, the Purchase Price).

2.03 Base Price. (a) The base price (the Base Price) to be paid by Buyers to Sellers shall be:

(b) Adjustment to the cash portion of the Base Price. The item (i) of the Base Price shall be adjusted in accordance with the following procedure:

(x) within 10 calendar days after the Closing Date, Sellers shall cause the Estudio Marasca & Asociados to deliver to Buyers an unaudited special financial report with a determination of the Consolidated Shareholders Funds (the Statement) prepared according to the applicable GAAP of each country of incorporation;

(y) together with the Statement, Sellers shall also deliver to Buyers a letter from Deloitte & Co. S.R.L. and from LGT Public Accountants (these letters, the Auditors Certificates), each certifying (A) the amounts and calculations indicated in the Statement and (B) that the methodology followed to prepare the Statement is reasonable and has considered the applicable GAAP of each country of incorporation. The Auditors Certificates shall be prepared by the auditors after a limited review of such Statement through an engagement that will follow procedures agreed-upon by those auditors, Buyers and Sellers, specifying certain verification tasks to be performed, and taking into account the auditing practices currently applied by the Companies. All costs and expenses related to the preparation of the Statement and the Auditors Certificates shall be borne by Sellers and the Buyers on halves; provided that Buyers shall pay in the aggregate not more than US$10,000 (ten thousand Dollars), and the balance if any- by Sellers; and

(z) the Base Price shall be adjusted in an amount equal to the difference between (A) the Consolidated Shareholders Funds set forth in the Statement as certified by the Auditors Certificates and (B) US$2,500,000 (two million five hundred thousand Dollars) net of the Pending Dividends.

(c) Payment of the Base Price. Subject to the terms and conditions of this Agreement, (1) the cash portion of the Base Price shall be paid by Buyers on the Closing Date by means of a transfer of such amount in same day funds to the accounts designated by each Seller in writing with such amounts to be allocated among Sellers in accordance with Schedule B, and (2) as promptly as possible INTL shall issue the INTL SHARES in the form of share certificates and endorse such certificates in favor of the respective Seller as indicated in Schedule B. At lest three (3) days prior to the Closing Date, Sellers shall notify to Buyers the accounts and required information for the transfer of funds (such accounts, the Sellers Account).

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