Exhibit 10.1

                       ATLANTIC TECHNOLOGY VENTURES, INC.

                           STOCK REPURCHASE AGREEMENT


         This Stock Repurchase Agreement (the "Agreement") is made effective as
of the 4th day of December, 2000 by and among Atlantic Technology Ventures,
Inc., a Delaware corporation (the "Company"), and BH Capital Investments, L.P.
and Excalibur Limited Partnership (each an "Investor" and, collectively, the
"Investors").

                                    RECITALS

         WHEREAS, pursuant to that certain Convertible Preferred Stock and
Warrants Purchase Agreement, dated as of September 28, 2000, by and among the
Company and the Investors (the "Purchase Agreement"), the Investors purchased
(i) an aggregate of 689,656 shares of the Company's Series B Preferred Stock,
par value $0.001 per share (the "Shares"), and (ii) Warrants to purchase an
aggregate of 134,000 shares of the Company's Common Stock, par value $0.001 per
share (the "Warrants"); and

         WHEREAS, upon the terms and subject to the conditions contained herein,
the parties desire that (i) the Company repurchase an aggregate of 344,828
Shares from the Investors at an aggregate purchase price of $1,000,000 (such
Shares and purchase price currently being held pursuant to the Escrow Agreement
entered into in connection with the Purchase Agreement), (ii) the Warrants held
pursuant to the Escrow Agreement be released to the Investors, (iii) the Company
repurchase an aggregate of 137,930 Shares from the Investors for an aggregate
purchase price of $500,000, and (iv) the Company be granted an option to
purchase an aggregate of 206,898 Shares held by the Investors at an aggregate
purchase price of $750,000.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       Initial Closing Date; Repurchase of Shares and Release of
                  Warrant.

                  (a) At the Initial Closing (as defined below), (i) the
         Investors will sell to the Company, and the Company will repurchase
         from the Investors, on a pro rata basis, all of the 344,828 Shares held
         pursuant to the Escrow Agreement, at an aggregate purchase price of One
         Million Dollars ($1,000,000), (ii) the Investors will sell to the
         Company, and the Company will repurchase from the Investors, on a pro
         rata basis, an aggregate of 137,930 Shares, at an aggregate purchase
         price of Five Hundred Thousand Dollars ($500,000), and (iii) all
         Warrants held pursuant to the Escrow Agreement shall be released to the
         Investors.

                  (b) At the Initial Closing, (i) the Company and the Investors
         shall execute and deliver irrevocable instructions to the Escrow Agent,
         in the form attached hereto as Exhibit A, to effect the provisions of
         Section 1(a) above, (ii) the Investors shall deliver to the Escrow
         Agent stock certificates Nos. PB1 and PB2 representing an aggregate of
         344,828 Shares for cancellation of the 137,930 Shares thereunder being
         repurchased by

<PAGE>

         the Company, and (iii) the Company shall deliver to the Escrow Agent
         Five Hundred Thousand Dollars ($500,000) by wire transfer of
         immediately available funds in accordance with Section 1.2(b) of the
         Escrow Agreement.

                  (d) The Company and the Investors hereby acknowledge and agree
         that delivery of the irrevocable instructions to the Escrow Agent as
         provided in Section 1(b)(i) above shall constitute an amendment of the
         Escrow Agreement and the Escrow Agent's duties thereunder (in
         accordance with the terms of the Escrow Agreement, including, without
         limitation, those contained in Sections 2.4 and 2.7 of the Escrow
         Agreement). Except as explicitly provided herein and in such
         instructions, all other terms, conditions, obligations and other
         provisions of the Escrow Agreement shall remain in full force and
         effect.

                  (e) The closing of the transactions contemplated by this
         Section 1 (the "Initial Closing") shall take place at 5:00 p.m.
         (Eastern Time) on the date hereof at the offices of the Escrow Agent,
         or at such other date, time or place as the Company and the Investors
         may mutually agree (the "Initial Closing Date").

                  (f) The Company and the Investors agree to execute and
         deliver, and will cooperate in obtaining from all appropriate parties
         (including, but not limited to, the Escrow Agent and the Company's
         transfer agent), such further documents and instruments as may be
         necessary or appropriate to consummate the transactions contemplated by
         this Section 1.

         2.       Option to Repurchase Shares.

                  (a) In connection with the repurchase of the Shares as set
         forth in Section 1 above, the Investors hereby grant the Company an
         option (the "Option") to repurchase the remaining 206,898 Shares (the
         "Option Shares") at an aggregate exercise price of Seven Hundred Fifty
         Thousand Dollars ($750,000).

                  (b) The Option may be exercised by the Company as to all of
         the Option Shares, at any time, commencing on the Initial Closing and
         ending on January 2, 2001 (the "Option Expiration Date"). If not
         exercised on or prior to the Option Expiration Date, the Option shall
         terminate.

                  (c) In the event the Company wishes to exercise the Option,
         the Company shall send a written notice to the Investors of its
         intention to exercise the Option (the "Notice"), specifying the time
         and date of the closing of such purchase, as reasonably acceptable to
         the Investors, which date shall not be more than three (3) business
         days from the date on which such Notice is delivered (the "Option
         Closing").

                  (d) At the Option Closing, (i) the Company shall deliver to
         the Escrow Agent Seven Hundred Fifty Thousand Dollars ($750,000) by
         wire transfer of immediately available funds in accordance with Section
         1.2(b) of the Escrow Agreement, (ii) each Investor shall deliver to the
         Escrow Agent a stock certificate representing the remaining

<PAGE>

         103,449 Shares held by the Investor, and (iii) the Company and the
         Investors shall execute and deliver irrevocable instructions to the
         Escrow Agent, in the form attached hereto as Exhibit B, to effect the
         provisions of this Section 2.

                  (e) The Company and the Investors hereby acknowledge and agree
         that delivery of the irrevocable instructions to the Escrow Agent as
         provided in Section 2(d)(iii) above shall constitute an amendment of
         the Escrow Agreement and the Escrow Agent's duties thereunder (in
         accordance with the terms of the Escrow Agreement, including, without
         limitation, those contained in Sections 2.4 and 2.7 of the Escrow
         Agreement). Except as explicitly provided herein and in such
         instructions, all other terms, conditions, obligations and other
         provisions of the Escrow Agreement shall remain in full force and
         effect.

                  (f) The Company and the Investors agree to execute and
         deliver, and will cooperate in obtaining from all appropriate parties
         (including, but not limited to, the Escrow Agent and the Company's
         transfer agent), such further documents and instruments as may be
         necessary or appropriate to consummate the transactions contemplated by
         this Section 2.

         3.       (a) Conditions to the Obligations of the Investors. The
         Investors' obligations to consummate the transactions contemplated at
         each of the Initial Closing and Option Closing, as applicable, are
         subject to the satisfaction or written waiver of the following
         conditions:

                           (i) The representations and warranties of the Company
                  contained in Article IV of the Purchase Agreement, to the
                  extent applicable, shall be true and correct as of the date
                  when made and as of each such closing as though made at that
                  time (except for representations and warranties that speak as
                  of a specific date, which shall have been true as of such
                  date), and the Company shall have performed, satisfied and
                  complied with the covenants, agreements and conditions
                  required hereunder and by the Transaction Documents to be
                  performed, satisfied or complied with by the Company at or
                  prior to such date. Each Investor shall have received a
                  certificate (along with an updated Disclosure Schedule, if
                  applicable), executed by the Company's President, dated as of
                  such closing date, to the foregoing effect and as to such
                  other matters as may be reasonably requested by such Investor.

                           (ii) The transactions on each such closing date shall
                  be legally permitted by all laws and regulations to which the
                  Company and the Investors are subject.

                           (iii) After giving effect to the transactions
                  contemplated by this Agreement and the Transaction Documents,
                  the Company shall be solvent, and the certificates delivered
                  by the Company's President at each Closing pursuant to Section
                  3(a)(i) above shall certify and confirm same.

<PAGE>

         (b) Conditions to the Obligations of the Company. The Company's
obligation to consummate the transactions contemplated at each of the Initial
Closing and Option Closing, as applicable, is subject to the satisfaction or
written waiver of the following conditions:

                           (i) The representations and warranties of the
                  Investors contained in Article III of the Purchase Agreement,
                  to the extent applicable, shall be true and correct as of the
                  date when made and as of each such closing as though made at
                  that time (except for representations and warranties that
                  speak as of a specific date, which shall have been true and
                  correct as of such date), and the Investors shall have
                  performed, satisfied and complied with the covenants,
                  agreements and conditions required herein and by the
                  Transaction Documents to be performed, satisfied or complied
                  with by them at or prior to such Closing Date.

                           (ii) The Shares to be purchased by the Company shall
                  be free and clear of any liens, encumbrances or interests of
                  any other party.

                           (iii) The transactions on each such closing date
                  shall be legally permitted by all laws and regulations to
                  which the Company and the Investors are subject.

         4. Covenants of the Company. So long as any Investor holds any Shares,
Warrants or Common Stock issued or issuable upon conversion or exercise of such
Shares or Warrants, (a) the covenants of the Company contained in Article VI of
the Purchase Agreement, to the extent applicable, shall survive and continue in
full force and effect, and (b) the Company shall continue to maintain the
effectiveness of its Registration Statement on Form S-3 (Registration No.
333-49036) filed with the SEC on October 31, 2000; provided, however, that the
Stockholder Meeting Deadline as defined in Section 6.13 of the Purchase
Agreement shall be extended from ninety (90) days to one hundred thirty-five
(135) days from the Initial Closing Date (as defined therein).

         5. Termination of Obligations to Complete the Second Closing under the
Purchase Agreement. The obligations of both parties to satisfy their obligations
under Section 2.1(a)(ii) of the Purchase Agreement with respect to the Second
Closing Date (as defined therein) shall terminate effective upon the execution
of this Agreement.

         6.       Miscellaneous.

                  (a) Counterparts; Facsimile; Amendments. This Agreement may be
         executed in multiple counterparts, each of which may be executed by
         less than all of the parties and shall be deemed to be an original
         instrument which shall be enforceable against the parties actually
         executing such counterparts and all of which together shall constitute
         one and the same instrument. Except as otherwise stated herein, in lieu
         of the original documents, a facsimile transmission or copy of the
         original documents shall be as effective and enforceable as the
         original. This Agreement may be amended only by a writing executed by
         the Company and each of the Investors.

<PAGE>

                  (b) Entire Agreement. This Agreement and the Purchase
         Agreement (along with the other agreements and documents delivered
         pursuant to this Agreement and the Purchase Agreement) set forth the
         entire agreement and understanding of the parties relating to the
         subject matter hereof and supersede all prior and contemporaneous
         agreements, negotiations and understandings between the parties, both
         oral and written relating to the subject matter hereof. Except as
         specifically modified or amended hereunder or as rendered inapplicable
         hereby, the terms, conditions and provisions of the Purchase Agreement
         and the Transaction Documents shall continue in full force and effect.

                  (c) Severability. In the event that any provision of this
         Agreement becomes or is declared by a court of competent jurisdiction
         to be illegal, unenforceable or void, this Agreement shall continue in
         full force and effect without said provision; provided that such
         severability shall be ineffective if it materially changes the economic
         benefit of this Agreement to any party.

                  (d) Headings. The headings used in this Agreement are used for
         convenience only and are not to be considered in construing or
         interpreting this Agreement.

                  (e) Fees and Expenses. Each of the Company and the Investors
         agrees to pay its own expenses incident to the execution and delivery
         of this Agreement and each agreement which is an exhibit hereto, except
         that the Company shall pay the fees, expenses and disbursements of the
         Escrow Agent and Wyrick Robbins Yates & Ponton LLP, counsel to the
         Investors. The Company shall reimburse the Investors for their
         reasonable expenses and legal fees incurred in enforcing this Agreement
         or in any modifications or waivers with respect thereto. The Company
         shall be responsible for all fees and expenses of any of its financial
         advisors. The Company's obligations under this Section 6(e) shall arise
         and remain in force whether or not any Closing occurs hereunder, unless
         such failure to close is solely the result of default by the Investors.

                  (f) Brokerage. Each of the parties hereto represents that it
         has had no dealings in connection with the transactions contemplated
         herein with any finder or broker who will demand payment of any fee or
         commission from the other. The Company, on the one hand, and the
         Investors, on the other hand, agree to indemnify the other against and
         hold the other harmless from any and all liabilities to any person
         claiming brokerage commissions or finder's fees on account of services
         purported to have been rendered on behalf of the indemnifying party in
         connection with this Agreement or the transactions contemplated hereby.

                  (g) Amendments and Waivers. Except as otherwise expressly
         provided herein, any term of this Agreement may be amended and the
         observance of any term of this Agreement may be waived (either
         generally or in a particular instance, either retroactively or
         prospectively and either for a specified period of time or
         indefinitely) with the written consent of the Company and the Investors
         or their transferees holding at least sixty percent (60%) of the
         outstanding Shares; provided, however, that no such amendment or waiver
         approved by fewer than all of the outstanding Shares shall reduce

<PAGE>

         the aforesaid percentage of shares required under this Section 6(g).
         Any amendment or waiver effected in accordance with this Section 6(g)
         shall be in writing and shall be binding upon the Investors and each
         transferee of the securities issuable hereunder.

                  (h)      Indemnification.

                           (A) The Company hereby agrees to indemnify and hold
                  harmless the Investors, their respective Affiliates (as
                  defined in SEC Rule 405) and their respective officers,
                  directors, partners and members (collectively, the "Investor
                  Indemnitees"), from and against any and all Damages, in each
                  case promptly as incurred by the Investor Indemnitees and to
                  the extent arising out of or in connection with:

                                    (I) any misrepresentation by the Company or
                           breach of any of the Company's representations or
                           warranties contained in this Agreement, the annexes,
                           schedules or exhibits hereto or any instrument,
                           agreement or certificate entered into or delivered by
                           the Company pursuant to this Agreement; or

                                    (II) any failure by the Company to perform
                           in any material respect any of its covenants,
                           agreements, undertakings or obligations set forth in
                           this Agreement, the annexes, schedules or exhibits
                           hereto or any instrument, agreement or certificate
                           entered into or delivered by the Company pursuant to
                           this Agreement or the Purchase Agreement; or

                                    (III) any action instituted against the
                           Investors, or any of them, by any stockholder of the
                           Company who is not an Affiliate of an Investor, with
                           respect to any of the transactions contemplated by
                           this Agreement, other than actions arising out of
                           Investor gross negligence or willful misconduct.

                           (B) Each Investor, severally and not jointly, hereby
                  agrees to indemnify and hold harmless the Company, its
                  Affiliates and their respective officers, directors, partners
                  and members (collectively, the "Company Indemnitees"), from
                  and against any and all Damages, in each case promptly as
                  incurred by the Company Indemnitees and to the extent arising
                  out of or in connection with:

                                    (I) any misrepresentation by the Investor or
                           breach of any of the Investor's representations or
                           warranties contained in this Agreement, the annexes,
                           schedules or exhibits hereto or any instrument,
                           agreement or certificate entered into or delivered by
                           the Investor pursuant to this Agreement or the
                           Purchase Agreement; or

                                    (II) any failure by the Investor to perform
                           in any material respect any of its covenants,
                           agreements, undertakings or obligations set

<PAGE>

                           forth in this Agreement or any instrument,
                           certificate or agreement entered into or delivered by
                           the Investor pursuant to this Agreement or the
                           Purchase Agreement.

                  (i)      Definitions. Capitalized terms used herein and not
         defined shall have the meaning ascribed to such terms in the Purchase
         Agreement

                  (j)      Notices. All notices, demands, requests, consents,
         approvals, and other communications required or permitted hereunder
         shall be in writing and, unless otherwise specified herein, shall be
         (i) hand delivered, (ii) deposited in the mail, registered or
         certified, return receipt requested, postage prepaid, or (iii)
         delivered by reputable air courier service with charges prepaid, or
         (iv) transmitted by facsimile, addressed as set forth below or to such
         other address as such party shall have specified most recently by
         written notice. Any notice or other communication required or permitted
         to be given hereunder shall be deemed effective (a) upon hand delivery
         or delivery by facsimile, with accurate confirmation generated by the
         transmitting facsimile machine, at the address or number designated
         below (if delivered on a business day during normal business hours
         where such notice is to be received), or the first business day
         following such delivery (if delivered other than on a business day
         during normal business hours where such notice is to be received) or
         (b) on the first business day following the date of sending by
         reputable courier service, fully prepaid, addressed to such address, or
         (c) upon actual receipt of such mailing, if mailed. The addresses for
         such communications shall be:

If to the Company:         Atlantic Technology Ventures, Inc.
                           150 Broadway, Suite 1009
                           New York, New York  10038
                           Attention:  Frederic P. Zotos
                           Telephone: (212) 267-2503
                           Facsimile: (212) 267-2159

with a copy to (shall not constitute
notice):
                           Kramer Levin Naftalis & Frankel LLP
                           919 Third Avenue
                           New York, New York  10022-3052
                           Telephone:  (212) 715-9263
                           Facsimile:  (212) 715-8000
                           Attention:  Ezra G. Levin, Esq.

if to the Investors:       As set forth on the signature pages hereto

with a copy to:                     Kevin A. Prakke, Esq.
(shall not                          Wyrick Robbins Yates & Ponton LLP
  constitute notice)                4101 Lake Boone Trail, Suite 300
                                    Raleigh, North Carolina 27607
                                    Telephone: (919) 781-4000
                                    Facsimile: (919) 781-4865

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Stock
Repurchase Agreement to be executed by the undersigned, thereunto duly
authorized, as of the date first set forth above.

                                       Atlantic Technology Ventures, Inc.


                                       By: /s/ Frederic P. Zotos
                                           ---------------------
                                       Name:  Frederic P. Zotos
                                       Title: President

Address: 175 Bloor Street East         Investor: BH Capital Investments, L.P.
South Tower, 7th Floor                 By: HB and Co., Inc., its General Partner
Toronto, Ontario, Canada M4W 3R8
Fax: 416-929-5314                      By: /s/ Henry Brachfeld
                                          -----------------------
                                       Name: Henry Brachfeld, President


Address: 33 Prince Arthur Avenue       Investor: Excalibur Limited Partnership
Toronto, Ontario, Canada M5R I B2      By: Excalibur Capital Management, Inc.
Fax: 416-964-8868

                                       By: /s/ William Hechter
                                          ----------------------------
                                       Name: William Hechter, President

<PAGE>

                                    Exhibit A

                         INSTRUCTIONS AND RELEASE NOTICE

                  The UNDERSIGNED, pursuant to the Escrow Agreement, dated as of
September 28, 2000 among Atlantic Technology Ventures, Inc. (the "Company"), the
Investors signatory thereto and Wyrick Robbins Yates & Ponton LLP, as Escrow
Agent (the "Escrow Agreement"; capitalized terms used herein and not defined
shall have the meaning ascribed to such terms in the Escrow Agreement), hereby
notify the Escrow Agent that certain terms of the Escrow Agreement and certain
duties of the Escrow Agent pursuant to such Escrow Agreement have been amended
as set forth in that certain Stock Repurchase Agreement, dated as of December 4,
2000, by and among the Company and the Investors signatory thereto (the
"Repurchase Agreement"). Except as explicitly provided herein and in the
Repurchase Agreement, all other terms, conditions, obligations and other
provisions of the Escrow Agreement shall remain in full force and effect.

                  This notice is being delivered in connection with the Initial
Closing (as defined in the Repurchase Agreement), which has taken place on the
date hereof. Accordingly, you are hereby irrevocably authorized and instructed
to immediately take the following actions:

                  1. Release, via wire transfer, (i) $500,000.00 of the Initial
Closing Escrow Holdback Amount, together with all interest accrued thereon, and
(ii) $250,000.00 of the $500,000.00 received via wire transfer from the Company
in accordance with Section 1 of the Repurchase Agreement, to BH Capital
Investments, L.P. as provided below:

                  Canadian Imperial Bank of Commerce
                  Global Securities
                  Toronto, Ontario, Canada

                  Swift Code:  CIBC CATT Transit #3202

                  For further credit to:

                           CIBC Wood Gundy - Account # 03 39113

                  For further credit to:

                           BH Capital Investments, L.P. - Account # 500 18444


                  2. Release, via wire transfer, (i) $500,000.00 of the Initial
Closing Escrow Holdback Amount, together with all interest accrued thereon, and
(ii) $250,000.00 of the $500,000.00 received via wire transfer from the Company
in accordance with Section 1 of the Repurchase Agreement, to Excalibur Limited
Partnership as provided below:

<PAGE>

                  Beneficiary:  Excalibur Limited Partnership
                                Branch 507
                                Account:  751282

                  Correspondent Bank:  Citibank, N.A.
                                       New York, New York

                  ABA Number:  021 000 089
                  SWIFT:  CITIUS33

                  Beneficiary Bank:  Canada Trust
                           Account Number:  36074896
                           (Canada's Trust Account with Citibank)

                  SWIFT:  CATRCATTGBS

                  3. Release to each of BH Capital Investments, L.P. and
Excalibur Limited Partnership (at the addresses listed on the signature page
hereto) all Warrants issued in the names of such entities that are being held in
accordance with the Escrow Agreement.

                  4. Release to the Company (at the address listed on the
signature page hereto) stock certificate PB 3 (issued to BH Capital Investments,
L.P. and representing 172,414 shares of the Company's Series B Preferred Stock)
and stock certificate PB 4 (issued to Excalibur Limited Partnership and
representing 172,414 shares of the Company's Series B Preferred Stock), each of
which are being held in accordance with the Escrow Agreement.

                  5. Release to the Company (at the address listed on the
signature page hereto) stock certificate PB 1 (issued to BH Capital Investments,
L.P. and representing 172,414 shares of the Company's Series B Preferred Stock)
and stock certificate PB 2 (issued to Excalibur Limited Partnership and
representing 172,414 shares of the Company's Series B Preferred Stock), each of
which have been received by you in accordance with Section 1 of the Repurchase
Agreement; provided, however, that such release shall not occur until you have
received from the Company (i) payment in full of all legal fees incurred by
Wyrick Robbins Yates & Ponton LLP (as provided for in Section 6(e) of the
Repurchase Agreement), (ii) payment in full of all amounts due to you as Escrow
Agent (pursuant to the terms of the Escrow Agreement), and (iii) stock
certificates representing 103,449 shares of the Company's Series B Preferred
Stock issued to each of BH Capital Investments, L.P. and Excalibur Limited
Partnership.

                  This Release Notice may be signed in one or more counterparts,
each of which shall be deemed an original.

<PAGE>


                  IN WITNESS WHEREOF, the undersigned have caused this Release
Notice to be duly executed and delivered as of this 4th day of December 2000.

                                          ATLANTIC TECHNOLOGY VENTURES, INC.

Address:150 Broadway, Suite 1009          By:
New York, New York  10038                    -----------------------------------
Fax: 212-267-2159                            Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------



                                          Investors:

Address: 175 Bloor Street East            BH Capital Investments, L.P.
South Tower, 7th Floor                    By: HB and Co., Inc., its General
Toronto, Ontario, Canada M4W 3R8              Partner
Fax: 416-929-5314
                                          By: _________________________________
                                          Name: Henry Brachfeld, President



Address: 33 Prince Arthur Avenue          Excalibur Limited Partnership
Toronto, Ontario, Canada M5R I B2         By: Excalibur Capital Management, Inc.
Fax: 416-964-8868

                                          By: __________________________________
                                          Name: William Hechter, President

<PAGE>

                                    Exhibit B

                         INSTRUCTIONS AND RELEASE NOTICE

                  The UNDERSIGNED, pursuant to the Escrow Agreement, dated as of
September 28, 2000 among Atlantic Technology Ventures, Inc. (the "Company"), the
Investors signatory thereto and Wyrick Robbins Yates & Ponton LLP, as Escrow
Agent (the "Escrow Agreement"; capitalized terms used herein and not defined
shall have the meaning ascribed to such terms in the Escrow Agreement), hereby
notify the Escrow Agent that certain terms of the Escrow Agreement and certain
duties of the Escrow Agent pursuant to such Escrow Agreement have been amended
as set forth in that certain Stock Repurchase Agreement, dated as of December 4,
2000, by and among the Company and the Investors signatory thereto (the
"Repurchase Agreement"). Except as explicitly provided herein and in the
Repurchase Agreement, all other terms, conditions, obligations and other
provisions of the Escrow Agreement shall remain in full force and effect.

                  This notice is being delivered in connection with the Option
Closing (as defined in the Repurchase Agreement), which has taken place on the
date hereof. Accordingly, you are hereby irrevocably authorized and instructed
to immediately take the following actions:

                  1.       Release, via wire transfer, $375,000.00 of the
$750,000.00 received via wire transfer from the Company in accordance with
Section 2 of the Repurchase Agreement, to BH Capital Investments, L.P. as
provided below:

                  Canadian Imperial Bank of Commerce
                  Global Securities
                  Toronto, Ontario, Canada

                  Swift Code: CIBC CATT Transit #3202

                  For further credit to:

                              CIBC Wood Gundy - Account # 03 39113

                  For further credit to:

                              BH Capital Investments, L.P. - Account # 500 18444


                  2.       Release, via wire transfer, $375,000.00 of the
$750,000.00 received via wire transfer from the Company in accordance with
Section 2 of the Repurchase Agreement, to Excalibur Limited Partnership as
provided below:

                  Beneficiary:         Excalibur Limited Partnership
                                       Branch 507
                                       Account:  751282

                  Correspondent Bank:  Citibank, N.A.
                                       New York, New York
                                       ABA Number:  021 000 089
                                       SWIFT: CITIUS33

                  Beneficiary Bank:    Canada Trust
                                       Account Number:  36074896
                                       (Canada's Trust Account with Citibank)
                                       SWIFT: CATRCATTGBS

                  3. Release to the Company (at the address listed on the
signature page hereto) stock certificate PB ___ (issued to BH Capital
Investments, L.P. and representing 103,449 shares of the Company's Series B
Preferred Stock) and stock certificate PB ___ (issued to Excalibur Limited
Partnership and representing 103,449 shares of the Company's Series B Preferred
Stock), each of which have been received by you in accordance with Section 2 of
the Repurchase Agreement; provided, however, that such release shall not occur
until you have received from the Company (i) payment in full of all unpaid legal
fees incurred by Wyrick Robbins Yates & Ponton LLP (as provided for in Section
6(e) of the Repurchase Agreement), and (ii) payment in full of all unpaid
amounts due to you as Escrow Agent (pursuant to the terms of the Escrow
Agreement).

                  This Release Notice may be signed in one or more counterparts,
each of which shall be deemed an original.

<PAGE>

                  IN WITNESS WHEREOF, the undersigned have caused this Release
Notice to be duly executed and delivered as of this ____ day of
___________________ 200__.

                                         ATLANTIC TECHNOLOGY VENTURES, INC.

Address:150 Broadway, Suite 1009         By:
New York, New York  10038                   -----------------------------------
Fax: 212-267-2159                           Name:
                                                 ------------------------------
                                            Title:
                                                 ------------------------------



                                         Investors:

Address: 175 Bloor Street East           BH Capital Investments, L.P.
South Tower, 7th Floor                   By: HB and Co., Inc., its General
Toronto, Ontario, Canada M4W 3R8             Partner
Fax: 416-929-5314

                                         By: _______________________________
                                         Name: Henry Brachfeld, President



Address: 33 Prince Arthur Avenue         Excalibur Limited Partnership
Toronto, Ontario, Canada M5R I B2        By: Excalibur Capital Management, Inc.
Fax: 416-964-8868

                                         By: _______________________________
                                         Name: William Hechter, President