Unassociated Document


    Exhibit
      10.1

     

    


    RESIGNATION
      AGREEMENT 

    


    


    RESIGNATION
      AGREEMENT made
      on
      this 29th
      day of
      December 2006 by and between vFinance,
      Inc.,
      a
      Delaware corporation (the "Company") and Timothy
      Mahoney
      ("Employee"). 

    


    WITNESSETH:

    


    WHEREAS,
      Employee desires to resign as director and officer of the Company effective
      January 3, 2007; 

    


    WHEREAS,
      the
      Company desires to accept Employee’s resignation effective January 3, 2007; and


    


    WHEREAS,
      the
      Company recognizes Employee’s service to the Company during his term of
      employment. 

    


    


    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.

            	
              Resignation.
                The Employee shall resign as an officer, director and employee of
                the
                Company and all of its subsidiaries effective on January 3, 2007
                and the
                Amended and Restated Employment Agreement dated November 16, 2004
                between
                the Company and Employee shall terminate on January 3,
                2007.

            


    

    


    
      	 	
              2.

            	
              Change
                in Control Payment.
                In light of the services of the Employee to the Company during the
                term of
                his employment with the Company, the Company hereby agrees that upon
                a
                Change in Control (as hereinafter defined) anytime from January 3,
                2007 up
                to and including January 3, 2010, Employee shall be entitled to the
                immediate receipt of the Change in Control Payment (as hereinafter
                defined) from the Company in accordance with the terms hereinafter
                set
                forth, provided that such Change in Control Payment is approved in
                writing
                (a copy of which is provided to the Company) by the U.S. House Ethics
                Committee if Employee is a member of the U.S. House of Representatives
                as
                a condition to and prior to or at the time such Change in Control
                Payment
                is due and payable:

            


    

    


     

    (a) 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Change
      in Control Payment.
      For
      purposes of this Agreement, the term "Change in Control Payment" 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 during the
      term of his employment; 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) of the Employment Agreement)
      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) of the Employment Agreement).

    


    (2) All
      stock
      options, warrants, other stock appreciation rights and other similar securities
      shall become immediately and fully vested and all conditions applicable to
      all
      contingently issued options, warrants, stock appreciation rights and other
      similar securities shall be deemed waived by the Company;

    


    


    
      	
            	3.	
              Entire
                Agreement. This
                Agreement sets forth the entire understanding of the parties with
                respect
                to the subject matter hereof, supersedes all existing agreements
                between
                them concerning such subject matter, and may be modified only by
                a written
                instrument duly executed by each party.


            


    

    


    
      	
            	4.	
              Notice.
                Any notice required or permitted hereunder shall be deemed validly
                given
                if delivered by hand, verified overnight delivery, or by first class,
                certified mail to the following addresses (or to such other address
                as the
                addressee shall notify in writing to the other
                party):

            


    

    


    
      	
            	If
              to Employee:	
              Timothy
                Mahoney
                
                68
                  Cayman Place

                Palm
                  Beach Gardens, FL
                  33418

              

            


    

    

    

    
      	
            	If
              to the Company:	
              3010
                N. Military Trail, Suite 300
                
                Boca
                  Raton, Florida 33431

                Attention:
                  Chief Financial Officer


              

            


    

    

    

     

    
      	 	
              5.

            	
              Waiver.
                Any waiver by either party of a breach of any provision of this Agreement
                shall not operate as or be construed to be a waiver of any other
                breach of
                such provision or of any breach of any other provision of this Agreement.
                The failure of a party to insist upon strict adherence to any term
                of this
                Agreement on one or more occasions shall not be considered a waiver
                or
                deprive that party of the right thereafter to insist upon strict
                adherence
                to that term or any other term of this Agreement. All waivers must
                be in
                writing. 

            


    

    


    
      	 	
              6.

            	
              Binding
                Effect.
                The Company's rights and obligations under this Agreement shall not
                be
                transferable by assignment or otherwise, and any attempt to do any
                of the
                foregoing shall be void. The provisions of this Agreement shall be
                binding
                upon the Employee and his heirs and personal representatives, and
                shall be
                binding upon and inure to the benefit of the Company, its successors
                and
                assigns. 

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    
 

    
      	 	
              7.

            	
              Headings.
                The headings in this Agreement are solely for convenience of reference
                and
                shall be given no effect in the construction or interpretation of
                this
                Agreement.

            


    

    


    
      	 	
              8.

            	
              Governing
                Law.
                This Agreement is to be performed in the State of Florida, and the
                validity, construction and enforcement of, and the remedies under,
                this
                Agreement shall be governed in accordance with the laws of the State
                of
                Florida, without giving effect to any choice of laws principles.
                In the
                event of any litigation arising out of or relating to this Agreement,
                exclusive venue shall be in Palm Beach County,
                Florida.

            


    

    


    
      	
            	9.	
              Enforceability.
                The invalidity or unenforceability of any term of this Agreement
                shall not
                invalidate, make unenforceable or otherwise affect any other term
                of this
                Agreement, which shall remain in full force and
                effect.

            


    

    


    
      	 	
              10. 

            	
              Disputes.
                In the event any dispute or litigation arises hereunder between
                any
                of the parties hereto, the prevailing party shall be entitled to
                all
                reasonable costs and expenses incurred by it in connection therewith
                (including, without limitation, all reasonable attorneys' fees and
                costs
                incurred before and at any trial or other proceeding and at all tribunal
                levels), as well as all other relief granted in any suit or other
                proceeding. As used herein, a party shall be deemed “prevailing” when it
                recovers (I) as to a damage claim, an aggregate of more than fifty
                percent
                (50%) of the damages which it seeks among its various asserted claims
                exclusive of interest, attorney’s fees, costs incurred and exemplary
                damages and (ii) as to an equity claim, substantial injunctive or
                other
                equitable relief upon its asserted claim. Either of the parties herein
                shall be entitled to request the trier of fact in any dispute, litigation
                or arbitration between them, to determine which of the parties is
                “prevailing.”

            


    

    


     

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

    


    EMPLOYER:

    


    VFINANCE,
      INC. 

    


    


    


    By:
      /s/
      Leonard J. Sokolow 

    Authorized
      Representative

     

    


    EMPLOYEE:

    


     

    /s/
      Timothy Mahoney  

    Timothy
      Mahoney

     

    
      
         

      

      
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