Exhibit 10.37


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         THIS  AMENDED AND  RESTATED  EMPLOYMENT  AGREEMENT  made as of November
16, 2004 by and between vFinance, Inc., a Delaware corporation (the "Company"),
and Timothy E. Mahoney ("Employee").

                                    RECITALS:

         A. Employee and the Company desire to amend and restate that certain
Employment Agreement dated November 8, 1999 between Employee and the Company, as
amended on January 5, 2001, July 2, 2001 and January 7, 2002 (the "Previous
Employment Agreement").

         B. Employee wishes to be employed by the Company with the duties and
responsibilities as hereinafter described, and the Company desires to assure
itself of the availability of Employee's services in such capacity.

         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. Employment.  The Company hereby agrees to employ Employee,  and Employee
hereby agrees to serve the Company,  upon the terms and  conditions  hereinafter
set forth.

     2. Term.  The  employment  of  Employee  by the  Company  pursuant  to this
Agreement shall be for a three (3) year period commencing on the date hereof and
shall  automatically  be extended for an additional one year period on the first
year anniversary date of this Agreement (November 16, 2005) and each anniversary
date  thereafter  (November  16th of each year  beginning  in 2006)  unless  the
Company's  has  provided  notice  of  non-renewal  thirty  (30)  days  prior  an
anniversary  date as directed by a majority vote of the Board of Directors  (the
"Term").  For  example,  in  the  event  the  Company  has  provided  notice  of
non-renewal 30 days prior to November 16, 2005, there will be only two (2) years
remaining  in the Term;  in the event the Company  did not  provide  such notice
thirty (30) days prior to November 15, 2005,  then the Term shall be extended to
November  16, 2008 so that on  November  16,  2005,  the total Term is three (3)
years;  in no event following such notice by the Company will the remaining Term
be less than two (2) years.

     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 Chairman  and
Chief Operating  Officer of the Company 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.

     4.  Conflicting  Activities.  For  the  term  of this  Agreement  or  until
Employee's  employment hereunder  terminates,  whichever occurs first,  Employee
hereby agrees to promote and develop all business opportunities that come to his
attention relating to current or anticipated future business of the Company,  in
a manner  consistent  with the best  interest of the Company and with his duties
under this Agreement. If Employee becomes aware of a business opportunity during
the performance of his Company duties, through the use of the Company's property
or information,  or under  circumstances  that would reasonably lead Employee to
believe that the business  opportunity was intended by the offeror to be offered
to the Company, he shall first offer such opportunity to the Company. Should the
Executive  Committee of the Board of Directors of the Company,  on behalf of the
Company,  not exercise its right to pursue this  business  opportunity  within a
reasonable period of time, not to exceed thirty (30) days,  Employee may develop
the business opportunity for himself;  provided,  however, that such development
may in no way  conflict  or  interfere  with the duties  owed by Employee to the
Company  under this  Agreement.  Further,  Employee  may develop  such  business
opportunities  only on his own  time,  and may not use any  service,  personnel,
equipment,  supplies,  facility,  or  trade  secrets  of the  Company  in  their
development.  As used herein, the term "business  opportunity" shall not include
business opportunities  involving investment in publicly traded stocks, bonds or
other securities, or other investments of a personal nature.

     5.  Compensation  and Other  Provisions.  Employee shall be entitled to the
compensation and benefits hereinafter described in subparagraphs (a) through (e)
(such  compensation and benefits being hereinafter  referred to as "Compensation
Benefits").

                  (a) Base Salary. The Company shall pay to Employee an initial
base salary of $257,500 per annum which shall increase five percent (5%) per
annum beginning January 1, 2005 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.

                  (b) Participation in Benefit Plans. During the Term, Employee
shall be eligible to participate in all employee benefit plans and arrangements
now in effect or which may hereafter be established, including, without
limitation, all life, group insurance and medical care plans and all disability,
retirement and other employee benefit plans of the Company. The Company shall
pay all costs of the Employee for his participation in such plans. Should the
employee not want to participate in the Company's health plan, with Board
approval, the company will reimburse the employee for the expense incurred in
participating in another plan. Additionally, Employee shall be added as an
insured to any director and officer insurance policy that the Company hereafter
procures.

<PAGE>

                  (c) Other Provisions. Employee shall be entitled to four (4)
weeks paid vacation per annum. Employee shall be reimbursed for all reasonable
expenses incurred by him in the performance of his duties, including, but not
limited to, continuing education costs related to professional licenses, if any,
maintained by Employee, cellular telephone, entertainment, travel and other
expenses deemed reasonably necessary by the Board of Directors.

                  (d) Discretionary Bonuses. Employee shall be entitled to
receive annual and/or interim cash bonuses and/or other bonuses when and in such
amounts as may be determined by the Board in its sole and reasonable discretion
based upon Employee's performance, the Company's performance and/or other
factors; provided, that, the Board shall meet at least annually to review
Employee's bonus entitlements.

                  (e) Incentive Compensation. Employee shall receive quarterly
incentive compensation payments as more fully described on Schedule A attached
hereto and incorporated herein. Notwithstanding the foregoing, subject to the
mutual written agreement of Employee and the Company, Employee may receive
lesser compensation payments than those described on Schedule A with respect to
one or more specified operating divisions, units or subsidiaries, as the case
may be, for specified periods of time, as mutually agreed to in writing between
Employee and the Company.

                  (f) Stock Options. The Company and Employee shall enter into
the Stock Option Agreement attached hereto as Exhibit B pursuant to which the
Company shall grant to Employee certain options to purchase common stock of the
Company upon such terms and conditions set forth therein.

     6.  Severance and Change of Control  Provisions.  Upon the  occurrence of a
Triggering  Event (as  hereinafter  defined),  Employee shall be entitled to the
immediate  receipt of Severance  Payments and Benefits (as hereinafter  defined)
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) 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 or within two (2) years following a Change of Control
(as hereinafter defined);

                           (2) The voluntary resignation of Employee for any
reason whatsoever within ninety (90) days following a Change of Control; or

                           (3) The voluntary resignation of Employee for "good
reason," which for purposes hereof shall include, without limitation, (i) a
demotion or a change in Employee's duties to the Company under Section 3 hereof,
(ii) a reduction in salary, benefits, bonuses, incentives or perquisites, or
(iii) the relocation of the principal office of the Company or the relocation of
Employee outside of Broward or Palm Beach Counties in Florida.

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

                  (b) Change of Control. For purposes of this Agreement, the
term "Change of Control" shall mean the occurrence of any of the following
events:

                           (1) Thirty  percent (30%) or more of the  Company's
voting stock shall be acquired by any person (other than Employee), entity or
affiliated group;

                           (2) An unapproved change to the majority control 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 voting stock shall be owned or controlled by any
person (other than Employee), entity or affiliated group;

                           (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

<PAGE>

                           (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).

                           (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) All benefits applicable to Employee and his
family members as described in Sections 5(a) and (b) of the Agreement shall
continue for a period of two (2) years following the Triggering Event or through
the expiration of the Term (as if the Triggering Event had not occurred),
whichever is later;

                           (4) In the event that Severance Payments and Benefits
are deemed to be "excess parachute payments" as defined under Section 280G of
the Internal Revenue Code, then the Company shall pay to Employee an additional
lump sum cash payment as shall be necessary to provide Employee with the same
"after-tax" compensation and benefits as if no such excise tax had been imposed.

                           (5) The Company shall pay as and when due any and all
attorneys' fees and costs that Employee may incur in connection with the
enforcement of his rights under this Agreement or any dispute or settlement in
connection herewith;

                           (6) Severance Payments and Benefits will not be
subject to mitigation in any respect; and

                           (7) The non-competition and non-solicitation periods
described in Section 14 of this Agreement shall be reduced from one (1) year to
three (3) months (other than by virtue of the expiration of the Term of this
Agreement).

                  (d) Stock Options, Warrants and Stock Appreciation Rights.
Notwithstanding the foregoing, all stock options, warrants, stock appreciation
rights and other similar securities shall immediately vest upon the occurrence
of a Change of Control and at such time all conditions applicable to
contingently issued options, warrants, stock appreciation rights and other
securities shall be deemed waived by the Company.

     7. Termination. Employee's employment hereunder shall terminate as a result
of any of the following events:

                  (a) Employee's death;

                  (b) Employee shall be unable to perform his duties hereunder
by reason of illness, accident or other physical or mental disability for a
continuous period of at least nine months or an aggregate of twelve months
during any continuous eighteen month period ("Disability");

                  (c) Voluntary termination by Employee; or

                  (d) For Cause, where "Cause" shall mean: (i) final
non-appealable adjudication of Employee of a felony; or (ii) the unanimous
determination of the entire Board (other than Employee) that Employee has
engaged in material intentional misconduct or the gross neglect of his duties,
which has a continuing material adverse effect on the business of the Company.

                  Any termination pursuant to subparagraph (b), (c) or (d) of
this Section shall be communicated by a written notice ("Notice of
Termination"), such notice to set forth with specificity the grounds for
termination if the result of "Cause". Employee's employment under this Agreement
shall be deemed to have terminated as follows: (i) if Employee's employment is
terminated pursuant to subparagraph (a) above, on the date of his death; (ii) if
Employee's employment is terminated pursuant to subparagraph (b) or (d) above,
on the date on which Notice of Termination is given; and (iii) if Employee's
employment is terminated pursuant to subparagraph (c) above, thirty (30) days
after the date on which a Notice of Termination is given. The date on which
termination is deemed to have occurred pursuant to this paragraph is hereinafter
referred to as the "Date of Termination".

     8.  Payments on  Termination.  In the event that  Employee's  employment is
terminated  pursuant to Section 6 above,  the Company  shall pay to Employee his
full Base Salary  through the Date of  Termination  together  with all incentive
compensation,  benefits and other compensation, if any, due and owing as of that
date, plus any Severance and Benefit  Payments to which Employee may be entitled
hereunder.

     9. Board of Directors.  The Company shall cause Employee to be nominated as
a member of the Board of  Directors of the Company at all times during the Term.
Employee shall agree to faithfully serve the Company as a member of the Board of
Directors upon election.

<PAGE>

     10. Life Insurance.  If requested by the Company,  Employee shall submit to
such  physical  examinations  and  otherwise  take such  actions and execute and
deliver such  documents as may be reasonably  necessary to enable the Company to
obtain life insurance on the life of Employee for the benefit of the Company.

     11. Representations and Warranties. Employee represents and warrants to the
Company that he is under no contractual or other  restriction or obligation that
would  prevent the  performance  of his duties  hereunder or interfere  with the
rights of the Company hereunder.

     12. Disclosure and Protection of Confidential Information.

                  (a) For purposes of this Agreement, "Confidential Information"
means knowledge, information and material which is proprietary to the Company,
of which Employee may obtain knowledge or access through or as a result of his
employment by the Company (including information conceived, originated,
discovered or developed in whole or in part by Employee). Confidential
Information includes, but is not limited to, (i) technical knowledge,
information and material such as trade secrets, processes, formulas, data,
know-how, improvements, inventions, computer programs, drawings, patents, and
experimental and development work techniques, and (ii) marketing and other
information, such as supplier lists, customer lists, marketing and business
plans, business or technical needs of customers, consultants, licensees or
suppliers and their methods of doing business, arrangements with customers,
consultants, licensees or suppliers, manuals and personnel records or data.
Confidential Information also includes any information described above which the
Company obtains from another party and which the Company treats as proprietary
or designates as confidential, whether or not owned or developed by the Company.
Notwithstanding the foregoing, any information which is or becomes available to
the general public otherwise than by breach of this Section 11 shall not
constitute Confidential Information for purposes of this Agreement.

                  (b) During the term of this Agreement and thereafter, Employee
agrees, to hold in confidence all Confidential Information and not to use such
information for Employee's own benefit or to reveal, report, publish, disclose
or transfer, directly or indirectly, any Confidential Information to any person
or entity, or to utilize any Confidential Information for any purpose, except in
the course of Employee's work for the Company.

                  (c) Employee will abide by any and all security rules and
regulations, whether formal or informal, that may from time to time be imposed
by the Company for the protection of Confidential Information, and will inform
the Company of any defects in, or improvements that could be made to, such rules
and regulations.

                  (d) Employee will notify the Company in writing immediately
upon receipt of any subpoena, notice to produce, or other compulsory order or
process of any court of law or government agency if such document requires or
may require disclosure or other transfer of Confidential Information.

                  (e) Upon termination of employment, Employee will deliver to
the Company any and all records and tangible property that contain Confidential
Information that are in his possession or under his control.

     13. Covenant Not To Compete.

                  (a) In consideration for the Company entering into this
Agreement, Employee covenants and agrees that during the Term and for a one (1)
year period thereafter, Employee will not, without the express prior written
consent of the Company, directly or indirectly, compete with the business of the
Company anywhere within the United States of America. Employee will undertake no
activities that may lead Employee to compete with or to acquire rival,
conflicting or antagonistic interests to those of the Company with respect to
the business of the Company, whether alone, as a partner, or as an officer,
director, employee, independent contractor, consultant or shareholder holding 5%
or more of the outstanding voting stock of any other corporation, or as a
trustee, fiduciary or other representative of any other person or entity.

                  (b) During the Term and for a period of one (1) year after
termination of employment, Employee will not, directly or indirectly, solicit or
induce any other employee of the Company or any parent or affiliate to leave his
or her employment, or solicit or induce any consultant or independent contractor
to sever that person's relationship with the Company.

                  (c) If any court shall determine that the duration or
geographical limit of any covenant contained in this Section 13 is
unenforceable, it is the intention of the parties that covenant shall not
thereby be terminated but shall be deemed amended to the extent required to
render it valid and enforceable, such amendment to apply only in the
jurisdiction of the court that has made such adjudication.

                  (d) Employee acknowledges and agrees that the covenants
contained in Sections 12 and 13 hereof are of the essence in this Agreement,
that each of such covenants is reasonable and necessary to protect and preserve
the interests, properties, and business of the Company, and that irreparable
loss and damage will be suffered by the Company should Employee breach any of
such covenants. Employee further represents and acknowledges that he shall not
be precluded from gainful engagement in a satisfactory fashion by the
enforcement of these provisions.

     14.  Availability of Injunctive  Relief.  Employee  acknowledges and agrees
that any breach by him of the  provisions of Sections 12 or 13 hereof will cause
the  Company  irreparable  injury and  damage for which it cannot be  adequately
compensated in damages.  Employee  therefore  expressly  agrees that the Company
shall be  entitled  to seek  injunctive  and/or  other  equitable  relief,  on a
temporary or permanent basis to prevent any anticipatory or continuing breach of
this  Agreement or any part hereof,  and is secured as an  enforcement.  Nothing
herein shall be construed as a waiver by the Company of any right it may have or
hereafter  acquired to monetary damages by reason of any injury to its property,
business or reputation or otherwise  arising out of any wrongful act or omission
of it.

<PAGE>

     15. Survival.  The covenants,  agreements,  representations  and warranties
contained  in or  made  pursuant  to this  Agreement  shall  survive  Employee's
termination  of  employment,  irrespective  of any  investigation  made by or on
behalf of any party.

     16. Modification. 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.

     17.  Notices.  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


     18. 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.

     19.  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.

     20. 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.

     21. Governing Law; Venue. 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.

     22.  Entire  Agreement.  This  writing  constitutes  the binding and entire
agreement of the parties  superseding and  extinguishing all prior agreements or
understandings  regarding the subject matter hereof,  including, but not limited
to, the  Previous  Employment  Agreement,  and may not be  modified  without the
written agreement by the parties.

     23.  Invalidity.  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.

     24.  Attorneys'  Fees.  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."

<PAGE>


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

                                         EMPLOYER:

                                         vFINANCE, INC., a Delaware corporation


                                         By:
                                             -----------------------------------
                                             _______________its, _______________




                                         EMPLOYEE:



                                         ---------------------------------------
                                              Timothy E. Mahoney






<PAGE>

                                    EXHIBIT A

                             Incentive Compensation


Employee's compensation, in addition to Base Salary, will include distributions
from the Company pursuant to this Exhibit A. Such distributions shall be a
function of pre-tax income from the Company (hereinafter "Company Available
Income"), plus a percentage interest in Company Non-Cash consideration which
shall be determined, and distributed, in accordance with the following business
rules and a percentage of the consolidated pre-tax net income of the Company as
follows:

1.   Company Available Income: The calculation of Company Available Income will
     be made by the Company on a quarterly basis no later than the 45th day
     following the end of a quarter with respect to the preceding calendar
     quarter beginning with the quarter ending December 31, 2004. The
     calculation of the "Company Available Income" shall be made with respect to
     the overall financial performance of the Company (including all
     subsidiaries and affiliates) in accordance with the following formula:

                  + Company Attributable Revenues
                  - Direct and Indirect Expenses
                  - Reasonable Reserves
                  = Company Available Income

                  Where,

                  "Company Attributable Revenues" means one hundred percent
                  (100%) of cash revenues received by the Company during the
                  quarter, or other income streams, attributable to the Company.

                  "Direct and Indirect Company Expenses" shall mean the direct
                  and indirect expenses for the operation of the Company
                  including, but not limited to, salaries, profit sharing
                  expenses to divisional executives or other divisional
                  employees (excluding Employee), taxes, allocable rent,
                  utilities, phone, accounting, bookkeeping, etc.

                  "Reasonable Reserves" shall mean, in the context of current
                  facts and circumstances, the appropriate reserve for future
                  contingencies and demands on cash resources attributable to
                  the operations of such division

         Employee shall have the right, during reasonable business hours, to
         meet with representatives of the Company concerning this calculation
         and shall have reasonable access to books and records of the Company to
         validate the calculations.

2.   Employee's share as described herein (i.e. Incentive Compensation), is
     equal to ten percent (10%) of the Company Available Income paid to the
     Employee quarterly and in an amount each quarter not to exceed fifty
     percent (50%) of the year-to-date base salary paid to the Employee. Should
     at fiscal year end, ten percent (10%) of the Company Available Income
     exceed fifty percent (50%) of the Base Salary, the difference will be paid
     to the Employee within thirty (30) days of the Company filing its Form 10K
     with the Securities and Exchange Commission.

3.   Division Non-Cash Distributions: In the case of non-cash revenues received
     by Company in the form of securities (e.g. stock, debt, stock options,
     warrants, etc.), Employee shall be entitled to receive in-kind
     distributions equal to ten percent (10%) of the non-cash compensation
     received by the Company (including all subsidiaries and affiliates) which
     securities shall be distributed quarterly within forty five (45) days
     following the applicable quarter.