Exhibit 4.2

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ABSENT
REGISTRATION OF SUCH SECURITIES UNDER SAID ACT AND SAID LAWS UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.



            Void after 5:00 p.m. New York Time on the Expiration Date

                                     WARRANT
                           TO PURCHASE COMMON STOCK OF
                                 VFINANCE, INC.

                                   [ ] Shares

Date of Issuance:  November 2, 2004

THIS CERTIFIES that [ ___________] (herein called "Holder"), or registered
assigns, is entitled to purchase from vFINANCE, INC., a corporation organized
and existing under the laws of Delaware (herein called the "Company"), at any
time after the date hereof and until 5:00 p.m. (Eastern Time) on the Expiration
Date (as defined below) [ _____ ][________] fully paid and non-assessable shares
of Common Stock of the Company, (defined below) at a purchase price per share of
$0.11 (the "Exercise Price").

The number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for a share of Common Stock are subject to
limitation and adjustment from time to time as hereinafter set forth.

Definitions
-----------

         "Capital Stock" means the Company's Common Stock, and any other stock
of any class, whether now or hereafter authorized, which has the right to
participate in the distribution of earnings and assets of the Company without
limit as to amount or percentage.

         "Common Stock" means the Company's Common Stock, par value $0.01 per
share.

         "Expiration Date" means November 2, 2009 from the Date of Issuance.

         "Warrant Shares" means the shares of Common Stock deliverable upon
exercise of this Warrant.

         Section 1. Exercise of Warrant. This Warrant may be exercised in whole
or in part on any business day (the "Exercise Date") on or before the Expiration
Date by presentation and surrender hereof to the Company at its principal office
at the following address: 3010 North Military Trail, Boca Raton, Florida 33431,
or at the office of its stock transfer or warrant agent, if any, (or at such
other address as the Company may hereafter notify the Holder in writing) with
the Purchase Form annexed hereto duly executed and accompanied by proper payment
of the Exercise Price in full in lawful money of the United States of America in
the form of a check, subject to collection, for the number of Warrant Shares
specified in the Purchase Form. If this Warrant should be exercised in part
only, the Company shall, upon surrender of this Warrant, execute and deliver a
new Warrant evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable hereunder. Upon receipt by the Company of this

<PAGE>

Warrant and such Purchase Form, together with proper payment of the Exercise
Price, at such office, the Holder shall be deemed to be the holder of record of
the number of Warrant Shares being purchased, notwithstanding that the stock
transfer books of the Company shall then be closed or that the certificates
representing such Warrant Shares shall not then be actually delivered to the
Holder. The Company shall pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of the Warrant
Shares.

         Section 2. Reservation of Shares. The Company shall reserve at all
times for issuance and delivery upon exercise or conversion of this Warrant all
Warrant Shares from time to time issuable upon exercise of this Warrant. All
such shares shall be duly authorized and, when issued upon the exercise of this
Warrant in accordance with the terms hereof, including payment of the applicable
Exercise Price in full, shall be validly issued, fully paid and nonassessable,
free and clear of all liens, security interests, charges and other encumbrances
or restrictions ("Liens") on sale (other than (i) restrictions pursuant to
applicable federal and state securities laws, and (ii) any Liens created by any
action or inaction of the Holder of the Warrant Shares).

         Section 3. Fractional Interest. The Company will not issue a fractional
share of Common Stock or scrip upon any exercise of this Warrant. Instead, the
Company will deliver its check for the current Market Value (as defined below)
of the fractional share. The current Market Value of a fraction of a share of
Common Stock is determined as follows: multiply the current Market Value of a
full share of Common Stock by the fraction of a share and round the result to
the nearest cent.

         The Market Value of a share of Common Stock shall be determined as
follows:

                  (i)      If the Common Stock is listed on a national
                           securities exchange or admitted to unlisted trading
                           privileges on such exchange or is an over-the-counter
                           equity security whose bid and ask prices are
                           reported, the current market value shall be the last
                           reported sale price of the Common Stock on the last
                           business day prior to the date of exercise or
                           conversion of this Warrant or if no such sale is made
                           on such day, the average closing bid and asked prices
                           for such day; or

                  (ii)     If the Common Stock is not so listed or admitted to
                           unlisted trading privileges, the current market value
                           shall be the mean of the last reported bid and asked
                           prices reported by the National Quotation Bureau,
                           Inc., on the last business day prior to the date of
                           exercise or conversion; or

                  (iii)    If the Common Stock is not so listed or admitted to
                           unlisted trading privileges and bid and asked prices
                           are not so reported, the current market value per
                           share shall be an amount determined in such
                           reasonable manner as may be prescribed in good faith
                           by the Board of Directors of the Company.

         Section 4.        Exchange, Transfer, Assignment or Loss of Warrant.
                           -------------------------------------------------

         (a) The Holder of this Warrant shall be entitled, at its option,
without expense and without obtaining the consent of the Company, to assign its
interest in this Warrant, or any of the Warrant Shares, in whole or in part,
upon presentation and surrender hereof to the Company or its stock transfer
agent, if any; provided, however, that the transferee, prior to any such
transfer, agrees in writing, in form and substance satisfactory to the Company,
to be bound by the terms of this Warrant and provides the Company with an
opinion of counsel in such form reasonably acceptable to the Company, that such
transfer would not be in violation of the Act or any applicable state securities
or blue sky laws.

                                      -2-

<PAGE>

         (b) Subject to the provisions of Section 4 (a) and Section 7, upon
surrender of this Warrant to the Company or at the office of its stock transfer
agent or warrant agent, with the Assignment Form annexed hereto duly executed
and funds sufficient to pay any transfer tax, the Company shall, without charge,
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees named in such instrument of assignment and, if the Holder's entire
interest is not being assigned, in the name of the Holder, and this Warrant
shall promptly be canceled.

         Section 5. Adjustment of Exercise Price and Number of Shares. The
number and kind of securities purchasable upon the exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

         (a) Reclassification, Consolidation or Merger. In case of any
reclassification or change of outstanding securities issuable upon exercise of
this Warrant (other than a change in par value, or from par value to no par
value, or from no par value to par value or as a result of a subdivision or
combination) or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with another corporation in which
the Company is a continuing corporation and which does not result in any
reclassification or change, other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination of outstanding securities issuable upon the exercise
of this Warrant), the Company, or such successor or purchasing corporation, as
the case may be, shall, without payment of any additional consideration
therefor, execute a new warrant providing that the Holder shall have the right
to exercise such new warrant (upon terms not less favorable to the Holder than
those then applicable to this Warrant) and to receive upon such exercise, in
lieu of each share of Common Stock theretofore issuable upon exercise or
conversion of this Warrant, the kind and amount of shares of stock, other
securities, money or property receivable upon such reclassification, change,
consolidation or merger by the Holder of one share of Common Stock issuable upon
exercise or conversion of this Warrant had the Warrants been exercised or
converted immediately prior to such reclassification, change, consolidation, or
merger. Such new warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
5. The provisions of this Subsection 5(a) shall similarly apply to successive
reclassifications, changes, consolidations, or mergers.

         (b) Subdivision or Combination of Shares. If the Company at any time
while this Warrant remains outstanding and prior to the Expiration Date shall
subdivide or combine its Common Stock, the Exercise Price shall be
proportionately reduced, in case of subdivision of shares, as of the effective
date of such subdivision, or, if the Company shall take a record of holders of
its Common Stock for the purpose of so subdividing, as of such record date,
whichever is earlier, or shall be proportionately increased, in the case of
combination of shares, as of the effective date of such combination, or, if the
Company shall take a record of holders of its Common Stock for the purpose of so
combining, as of such record date, whichever is earlier.

         (c) Certain Dividends and Distributions. If the Company at any time
while this Warrant is outstanding and prior to the Expiration Date shall:

                  (i)      Stock Dividends.  Pay a dividend in shares of, or
                           make other  distribution of shares of, its Common
                           Stock, then the Exercise Price shall be adjusted,  as
                           of the date the Company shall  take a record of the
                           holders of its Common  Stock for the  purpose of
                           receiving such dividend or other  distribution  (or
                           if no such record is taken,  as at the date of such
                           payment  or other  distribution),  to that price
                           determined  by  multiplying  the Exercise Price in
                           effect  immediately  prior to such payment or other
                           distribution by a fraction (a) the  numerator of
                           which shall be the total number of shares of Common
                           Stock outstanding immediately prior to such dividend

                                      -3-

<PAGE>

                           or distribution,  and (b) the denominator of which
                           shall be the total  number of shares of Common  Stock
                           outstanding  immediately after such dividend or
                           distribution; or

                  (ii)     Liquidating  Dividends,  Etc.  Make a  distribution
                           of its assets to the holders of its Common Stock as a
                           dividend in  liquidation  or by way of return of
                           capital or other than as a dividend  payable out of
                           earnings or surplus legally  available for dividends
                           under applicable  law,  the Holder  shall,  upon its
                           exercise,  be entitled  to  receive,  in addition  to
                           the number of shares of Common  Stock  receivable
                           thereupon,  and  without payment  of any  additional
                           consideration  therefor,  a sum equal to the amount
                           of such assets as would  have  been  payable to it as
                           owner of that  number of shares of Common Stock
                           receivable by exercise or  conversion  of the Warrant
                           had it been the holder of record of such Common Stock
                           on the record  date for such  distribution,  or if no
                           such record is  taken,  as of the date of such
                           distribution,  and an  appropriate  provision
                           therefor shall be made a part of any such
                           distribution.

         (d) Adjustment of Number of Shares. Upon each adjustment in the
Exercise Price pursuant to any provisions of this Section 5, the number of
shares of Common Stock purchasable hereunder shall be adjusted, to the nearest
one hundredth of a whole share, to the product obtained by multiplying such
number of shares purchasable immediately prior to such adjustment by a fraction,
the numerator of which shall be the Exercise Price immediately prior to such
adjustment and the denominator of which shall be the Exercise Price immediately
thereafter.

         Section 6. Officers' Certificate. Whenever the Exercise Price shall be
adjusted as required by the provisions of Section 5, the Company shall forthwith
file in the custody of its secretary or an assistant secretary at its principal
office an officers' certificate showing the adjusted Exercise Price determined
as herein provided, setting forth in reasonable detail the facts requiring such
adjustment and the manner of computing such adjustment. Each such officers'
certificate shall be signed by the chairman, the chief executive officer,
president, chief financial officer, secretary or any assistant secretary of the
Company. A copy of each such officers' certificate shall be promptly mailed to
the Holder and the original shall be made available at all reasonable times for
inspection by any other holder of a Warrant executed and delivered pursuant to
Section 4 hereof.

         Section 7. Transfer to Comply with the Securities Act of 1933. No sale,
transfer, assignment, hypothecation or other disposition of this Warrant or of
the Warrant Shares shall be made if such transfer, assignment or other
disposition would result in a violation of the Act, or any state securities
laws. Upon exercise of this Warrant, the Holder shall, if requested by the
Company, confirm in writing, in a form reasonably satisfactory to the Company,
that the shares of Common Stock so purchased are being acquired solely for the
Holder's own account, and not as a nominee thereof, for investment, and not with
a view toward distribution or resale, except as permitted by the Act, and shall
provide such other information to the Company as the Company may reasonably
request. Any Warrant and any Warrants issued upon exercise of, substitution for,
or upon assignment or transfer of this Warrant, as the case may be, and all
shares of Common Stock issued upon exercise hereof or conversion thereof shall
bear legends (in addition to any legend required by state securities laws) in
substantially the form set forth on the first page of this Warrant, unless and
until such securities have been transferred pursuant to an effective
registration statement under the Act or may be freely sold to the public
pursuant to Rule 144 (or any successor rule thereto) or otherwise.

                                      -4-

<PAGE>

         Section 8. Modification and Waiver. Neither this Warrant nor any term
hereof may be changed, waived, discharged or terminated other than by an
instrument in writing signed by the Company and by the holder hereof.

         Section 9. Notices. Any notice, request or other document required or
permitted to be given or delivered to the Holder hereof or the Company shall be
delivered or shall be sent by certified mail or documented overnight delivery
service, postage prepaid, or by telecopy, receipt acknowledged, to the Holder at
its address as shown on the books of the Company or to the Company at the
address indicated therefor in Section 1 of this Warrant.

         Section 10. Descriptive Headings and Governing Law. The descriptive
headings of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of Delaware.

         Section 11. No Impairment. The Company will not knowingly avoid or seek
to avoid the observance or performance of any of the terms to be observed or
performed hereunder by it, but will at all times in good faith assist in the
carrying out of all of the provisions of this Warrant.

         Section 12. Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressly set forth
in this Warrant.



         IN WITNESS WHEREOF, the Company has duly caused this Warrant to be
signed by its duly authorized officer and to be dated as of November 2, 2004.


                                        vFINANCE, INC.


                                        By:
                                             -----------------------------------

                                        Name:___________________________________

                                        Title:__________________________________


                                      -5-
<PAGE>



                                  PURCHASE FORM


                                                   Dated _______________________


         The  undersigned  hereby  irrevocably  elects to exercise  the within
Warrant to  purchase  _____________ shares of Common Stock and hereby makes
payment of $____________________ in payment of the exercise price thereof.


                                       ______________________________
                                       [PRINT OR TYPE NAME OF ENTITY]

                                        By:
                                           ------------------------------------

                                        Name:
                                             ----------------------------------

                                        Title:
                                              ---------------------------------





<PAGE>



                                 ASSIGNMENT FORM



                                                 Dated ________________________


         FOR VALUE RECEIVED, _________________________________ hereby sells,
         (please type or print in block letters)

assigns and transfers unto _____________________________________________________
         (please type or print in block letters)

--------------------------------------------------------------------------------
                                    (Address)

  (the "Assignee"), of its right to purchase up to _________ shares of Common
Stock represented by this Warrant and does hereby irrevocably constitute and
appoint _______________________________ Attorney, to transfer the same on the
books of the Company, with full power of substitution in the premises.



                                       ______________________________
                                       [PRINT OR TYPE NAME OF ENTITY]

                                        By:
                                           ------------------------------------

                                        Name:
                                             ----------------------------------

                                        Title:
                                              ---------------------------------