Unassociated Document


    Exhibit
      10.2

     

    


    EMPLOYMENT
      AGREEMENT AMENDMENT NO. 2 

    


    


    EMPLOYMENT
      AGREEMENT AMENDMENT
      made on
      this 29th
      day of
      December 2006, by and between vFinance,
      Inc.,
      a
      Delaware corporation (the "Company"), and Leonard J. Sokolow ("Employee").
      

    


    WITNESSETH:

    


    WHEREAS,
      Employee and the Company desire to amend the Amended and Restated Employment
      Agreement dated November 16, 2004, as amended, (the “Employment
      Agreement”).

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and for other good and valuable consideration,
      the receipt and adequacy of which is hereby acknowledged, the Company and
      Employee hereby agree as follows:

    


    1.
      Paragraph 3 to the Employment Agreement shall be deleted in its entirety and
      replaced with the following provision:

    


    
      	 	
              3.

            	
              Duties.
                Employee shall, subject to overall direction consistent with the
                legal
                authority of the Board of Directors of the Company (the "Board"),
                serve
                as, and have all power and authority inherent in the offices of Chief
                Executive Officer and, effective January 3, 2007, Chairman of the
                Board
                and shall be responsible for those areas in the conduct of the business
                reasonably assigned to him by the Board of Directors. Employee shall
                devote substantially all his business time and efforts to the business
                of
                the Company; provided, however, that it is understood and agreed
                that,
                while Employee may devote time to other business matters in which
                he has
                an interest, in the event of a conflict, Employee's first and primary
                responsibility shall be to the performance of his duties for the
                Company.
                

            


    

    


    2.
      Paragraph 5 (a) to the Employment Agreement shall be deleted in its entirety
      and
      replaced with the following provision:

    


    5.
      (a) Base
      Salary.
      Effective as of January 1, 2007, the Company shall pay to Employee an initial
      base salary of $396,750 per annum and shall increase per annum beginning January
      1, 2008 by the reported COLA and each year thereafter ("Base Salary"). The
      Base
      Salary and Employee's other compensation will be reviewed by the Board at least
      annually and may be increased (but not decreased) from time to time as the
      Board
      may determine.

    


     

    
      	 	
              3.

            	
              Paragraph
                6 (a), (b) and (c)(1) of the Employment Agreement shall be deleted
                in its
                entirety and replaced with the following
                provisions:

            


    

     

    


    6. Severance
      Payments and Change of Control Payments and Provisions.
      Upon
      the occurrence of a Triggering Event (as hereinafter defined), Employee shall
      be
      entitled to the immediate receipt of change in control payments, severance
      or
      material event payments (collectively referred to as “Severance Payments and
      Benefits” and hereinafter defined in Paragraph 6 (c)) from the Company in
      accordance with the terms hereinafter set forth:

    


    (a) Triggering
      Event.
      The
      occurrence of any of the following events shall be defined as a "Triggering
      Event" for purposes hereof:

    


    
      	
            	(1)	
              A
                Change of Control (as hereinafter
                defined);

            


    

    


    
      	 	
              (2)

            	
              The
                Company’s termination of Employee's employment (other than for Cause (as
                hereinafter defined)) at any time prior to the expiration of the
                Term;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (3)

            	
              The
                voluntary resignation of Employee for "good reason," which for purposes
                hereof shall include, without limitation, a demotion or a change
                in
                Employee's duties to the Company under Section 3 hereof, or (ii)
                a
                reduction in salary, benefits, bonuses, incentives or perquisites;
                

            


    

    


    
      	 	
              (4)

            	
              The
                relocation of the principal office of the Company or the relocation
                of
                Employee outside of Broward or Palm Beach Counties in Florida;
                or

            


    

    


    
      	 	
              (5)

            	
              The
                death or Disability of the Employee (as defined
                herein).

            


    

    


     

    (b) Change
      of Control.
      For
      purposes of this Agreement, the term "Change in Control" shall mean the
      occurrence of any of the following events not approved by a majority of the
      Company’s Board of Directors who were members of the Board of Directors
      immediately prior to such event:

    


    (1) Thirty
      percent (30%) or more of the Company's outstanding voting stock shall be
      beneficially owned (within the meaning of Rule 13d-3 promulgated under the
      Securities Exchange Act of 1934) by any person (other than Employee), entity
      or
“group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
      Exchange Act of 1934;

    


    (2) A
      change
      in the majority of the Company's Board of Directors;

    


    (3) Any
      merger, consolidation or business combination pursuant to which the Company
      is
      not the surviving corporation or thirty percent (30%) or more of the Company's
      outstanding voting stock shall be beneficially owned (within the meaning of
      Section 13(d)(3) or 14(d)(2))by any person (other than Employee), entity or
      “group” (as defined in Rule 13d-3) after such merger, consolidation or business
      combination;

    


    (4) A
      liquidation or dissolution of the Company; or 

    


    (5) The
      sale
      of all or substantially all of the Company's assets.

    


    (c) Severance
      Payments and Benefits.
      For
      purposes of this Agreement, the term “Severance Payments and Benefits" shall
      mean:

    


    (1) Employee
      shall receive a lump sum payment equal to: 

     

    (i)
      two
      (2) multiplied by the sum of Employee's highest annual Base Salary;
      plus

    


    (ii)
      two
      (2) multiplied by the higher of: 

    


    (a)
      the
      highest bonus, incentive and other compensation payments actually received
      by
      Employee in respect of any year within the three (3) fiscal years preceding
      the
      Triggering Event (or the annualized sum of bonuses, incentives and other
      compensation which Employee received during the year in which the Triggering
      Event occurred); or 

    


    (b)
      the
      highest bonus, incentive and other compensation payments the Employee was
      entitled (notwithstanding the fact that the Employee agreed to a lesser amount
      pursuant to Section 5 (e) above) to receive pursuant to Exhibit A in respect
      of
      any year within the three (3) fiscal years preceding the Triggering Event (or
      the annualized sum of bonuses, incentives or other compensation which Employee
      was entitled to receive pursuant to Exhibit A during the year in which the
      Triggering Event occurred notwithstanding the fact that the Employee agreed
      to a
      lesser amount pursuant to Section 5 (e) above).

    


     

    
      	 	
              4.

            	
              All
                other provisions of the Employment Agreement shall remain in full
                force
                and effect.

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first hereinabove
      written. 

    


    EMPLOYER:

    


    VFINANCE,
      INC. 


    


    


    By:
      /s/
      Timothy Mahoney 

    Authorized
      Representative

     

    EMPLOYEE:

    


     

    /s/
      Leonard J. Sokolow

    Leonard
      J. Sokolow

     

    
      
         

      

      
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