Unassociated Document


    Exhibit
      4.2


    AMENDMENT
      TO REGISTRATION RIGHTS AGREEMENT

     

    This
      AMENDMENT
      TO REGISTRATION RIGHTS AGREEMENT
      (this
“Amendment”), dated as of May 11, 2006, by and among vFINANCE,
      INC.,
      a
      Delaware corporation (the “Company”), and STERLING FINANCIAL GROUP OF COMPANIES,
      INC., a Delaware corporation (the “Holder”) hereby amends that certain
      Registration Rights Agreement by and among each of the Parties
      hereto.

     

    R
      E C
      I T A L S:

     

    A. The
      Company, Buyer, the Holder and Seller entered into an Asset Purchase Agreement
      dated January 10, 2006, as amended as of May 11, 2006 (the “Asset Purchase
      Agreement”), and, pursuant to the Asset Purchase Agreement, the Company and the
      Holder entered into a Registration Rights Agreement dated January 10,
      2006.

     

    B. The
      consummation of the transactions contemplated in the Asset Purchase Agreement
      is
      subject to NASD approval, which has been obtained.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual promises herein
      made,
      and in consideration of the representations, warranties, covenants and
      agreements herein contained, the parties agree as follows:

     

    	1.  	
            The
              Parties agree that Section 1 shall be amended to delete the stated
              definition of “Filing Date” and to replace such definition in its entirety
              with the following:

          


    


    “Filing
      Date”
means
      the date which is six (6) months after the Closing Date. If all Holders have
      not
      furnished the Company with a Selling Holder Questionnaire by such date, the
      Filing Date shall be delayed until the tenth (10th) trading day after the
      Company has received the last Selling Holder Questionnaire from all of the
      Holders. 

    


    	2.  	
            All
              other provisions of the Registration Rights Agreement shall remain
              in full
              force and effect. The Registration Rights Agreement is incorporated
              by
              reference herein, as modified by the changes herein. Each term capitalized
              but not defined herein shall have the meaning ascribed thereto in the
              Registration Rights Agreement. The Registration Rights Agreement, as
              amended by this Amendment constitutes the entire agreement of the Parties
              with respect to the subject matter hereof. In the event of any
              inconsistency between the terms of this Amendment and the Registration
              Rights Agreement, the terms of this Amendment shall govern and
              prevail.

          


    


    	3.  	
            This
              Amendment may be executed in any number of counterparts, each of which
              shall be deemed to be an original and all of which together shall be
              deemed to be one and the same instrument. The Parties to this Amendment
              need not execute the same counterpart.

          


    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Amendment to be duly executed as of the date first
      above written.

    
      	 	 	 
	 	VFINANCE,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Leonard
              Sokolow
	 	
              
Leonard
              Sokolow 
	 	CEO
              and
              President


    

    
      	 	 	 
	 	STERLING
              FINANCIAL GROUP OF COMPANIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Charles
              P. Garcia
	 	
              
Name:
              Charles P. Garcia
	 	Title:
              CEO