VFINANCE INC
STANDSTILL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>ex102.txt
<DESCRIPTION>STANDSTILL AGREEMENT
<TEXT>



                                                                    Exhibit 10.2


                              STANDSTILL AGREEMENT

This Standstill Agreement (the "Agreement"), dated as of November 2, 2004, is
among vFinance, Inc., a Delaware corporation (the "Company"), and each of Marcos
Konig, Harry Konig and Salomon Konig (collectively, the "Purchasers").

WHEREAS, simultaneously with the execution of this Agreement, the Purchasers are
entitled to receive a portion of up to 8,324,690 shares of the Company's common
stock, par value $.01 per share (the "Common Stock") pursuant to the terms of:
(a) an Asset Purchase Agreement dated as of the date hereof between vFinance
Investments Holdings, Inc. ("Holdings") and Global Partners Securities, Inc.
("Global") and (b) a Stock Purchase Agreement dated as of the date hereof
between Holdings and Level2.com, Inc. ("Level2"); and

WHEREAS, the Company and each of the Purchasers desire to establish in this
Agreement certain conditions of such Purchaser's relationship with Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Agreement, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01  Definitions.

             (a) "ACQUISITION PROPOSAL" shall mean a bona fide, written
             proposal, which proposal includes all material terms of a proposed
             transaction, received by the Board of Directors of the Company from
             any Person or Group proposing to enter into a transaction which, if
             effected, would constitute a Change of Control of the Company.

             (b) "AFFILIATE" shall have the meaning given it in Rule 12b-2 under
             the Exchange Act.

             (c) "ASSOCIATE" shall have the meaning given it in Rule 12b-2 under
             the Exchange Act.

             (d) "BENEFICIAL OWNER" shall have the meaning given it in Rule
             13(d)(3) under the Exchange Act; and "Beneficially Own" and
             "Beneficial Ownership" shall apply to securities held by a
             Beneficial Owner.


<PAGE>




             (e) "CHANGE OF CONTROL" shall mean (1) the acquisition by a Third
             Party of more than 50% of the Company's then outstanding Voting
             Stock, excluding however, a purchase agreement with an underwriter
             or group of underwriters in a registered public offering to the
             public; (2) the consummation of a merger, acquisition,
             consolidation or reorganization or series of such related
             transactions involving the Company, unless both (x) immediately
             after such transaction or transactions, the stockholders of the
             Company immediately prior to such transaction shall Beneficially
             Own at least 50% of the outstanding Voting Stock of the Company
             (or, if the Company shall not be the surviving company in such
             merger, consolidation or reorganization, the Voting Stock of the
             surviving corporation issued in such transaction in respect of
             Voting Stock of the Company shall represent at least 50% of the
             Voting Stock of such surviving company), and (y) the Company is not
             subject to an agreement that provides that individuals who are
             directors of the Company immediately prior to such transaction (or
             individuals designated by the Company at or before the closing of
             such transaction) shall constitute less than a majority of the
             directors of the Company (or such surviving company, as the case
             may be) after the closing of such transaction; (3) a change or
             changes in the membership of the Company's Board of Directors which
             represents a change of a majority or more of such membership during
             any twelve month period (unless such change or changes in
             membership are caused by the actions of the then-existing Board of
             Directors); or (4) the consummation of a sale of all or
             substantially all of the Company's assets unless immediately after
             such transaction, the stockholders of the Company immediately prior
             to such transaction shall beneficially own at least 50% of the
             Voting Stock of the acquiring company.

             (f) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
             as amended.

             (g) "GROUP" shall have the meaning provided in Section 13(d)(3) of
             the Exchange Act.

             (h) "PERSON" means an individual, corporation, partnership,
             association, trust, unincorporated organization or other entity.

              (i) "THIRD PARTY" shall mean any Person (other than any Purchaser
             and his Affiliates and Associates) or Group (other than any Group
             that includes any Purchaser or its Affiliates or Associates).

             (j) "TOTAL VOTING POWER" at any date, with respect to any Person,
             shall mean the total combined Voting Power of all the Voting Stock
             of such Person then outstanding and entitled to vote.

              (k) "VOTING POWER" with respect to any Voting Stock of any Person
             on any date shall mean the voting power in the general election of
             directors of the relevant Person to which such Voting Stock would
             be entitled on such date.

                                      -2-

<PAGE>

             (l) "VOTING STOCK" of any Person shall mean any securities entitled
             to vote generally in the election of directors of such Person, or
             any direct or indirect rights or options or warrants to acquire any
             such securities or any securities (including, without limitation,
             the Preferred Stock) convertible or exercisable into or
             exchangeable for such securities, whether or not such securities
             are so convertible, exercisable or exchangeable at the time of
             determination.

                                   ARTICLE II

                                      TERM

SECTION 2.01 Term. The term (the "Term") of this Agreement shall commence on the
date hereof and shall continue until the earliest to occur of the following:

             (a) the fourth anniversary of the disbursement of all of the shares
             of Common Stock to which the Purchasers are entitled pursuant to
             the Stock Escrow Agreement ("Escrow Agreement") dated as of the
             date hereof among Holdings, the Company, Global, Level2 and Edwards
             & Angell, LLP;

             (b) the termination of the Escrow Agreement prior to the
             distribution of any of the Common Stock to the Purchasers in
             accordance with its terms;

             (c) the date on which the Purchasers' aggregate beneficial
             ownership is less than five percent (5%) of the Company's Voting
             Stock.; and

             (d) the termination of the employment and membership on the Board
             of Directors of both Timothy Mahoney and Leonard Sokolow.


                                   ARTICLE III

                              STANDSTILL PROVISIONS

SECTION 3.01 Restrictions of Certain Actions. Each of the Purchasers hereby
severally agrees that during the Term, neither he nor any Affiliate or Associate
of such Purchaser will, singly or as part of a Group, directly or indirectly:

             (a) make or in any way propose or participate in any "solicitation"
             of "proxies" to vote (as such terms are defined in Rule 14a-1 under
             the Exchange Act), solicit any consent or communicate with or seek
             to advise or influence any Person, other than the Company, with
             respect to the solicitation or voting of any Voting Stock of the
             Company in opposition to any matter that has been recommended by
             the Board or in favor of any matter that has not been approved by
             the Board of Directors of the Company, or become a "participant" in
             any "election contest" (as such terms are defined or used in Rule
             14a-11 under the Exchange Act) with respect to Company;

                                      -3-

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             (b) form, be a member of, join or encourage the formation of, any
             Group with respect to any Voting Stock of the Company or the
             acquisition of any assets of the Company;

             (c) deposit any Voting Stock of the Company into a voting trust or
             subject any such Voting Stock to any arrangement or agreement with
             respect to the voting thereof which would cause him to be in
             violation of any of the other provisions of this Agreement;

             (d) seek election to or seek to place a representative on the Board
             of Directors of the Company, if such action is opposed by Timothy
             Mahoney and Leonard Sokolow, or seek the removal of any member of
             the Board of Directors the Company if such action is opposed by
             Timothy Mahoney and Leonard Sokolow;

             (e) call or seek to have called any meeting of the stockholders of
             the Company other than participation as a director of the Company
             in calling, or seeking to have called, meetings of stockholders
             generally;

             (f) solicit, seek to effect, negotiate with or provide any
             information to any other party with respect to, or make any
             statement or proposal, whether written or oral, the Board of
             Directors of the Company or otherwise make any public announcement
             or proposal whatsoever with respect to a merger or acquisition of
             the Company, the sale of all or a substantial portion of the assets
             of the Company and its subsidiaries, the liquidation of the
             Company, the recapitalization of the Company or similar business
             transactions with respect to the Company or take any action which
             might require the Company and at least one Purchaser to make a
             public announcement with respect to any such matters;

             (g) instigate, encourage or assist, or enter into any discussions
             or arrangements with, any Third Party to do any of the actions
             described in Sections 3.01(a) through (f); or

             (i) if any Purchaser or any of his Affiliates or Associates owns or
             acquires any Voting Stock in violation of this Agreement, such
             Voting Stock shall immediately be disposed of to persons who are
             not Affiliates or Associates thereof but only in compliance with
             the provisions of this Section 3.01 and Section 4.01; provided,
             however, that Company may also pursue any other available remedy to
             which it may be entitled as a result of such violation.

Notwithstanding the restrictions contained in this Section 3.01, the Purchasers
shall not be prevented from complying with the requirements of Sections 13(d)
and 16(a) of the Exchange Act and the rules and regulations thereunder, in each
case, as from time to time in effect, or any successor provisions or rules with
respect thereto, or any other applicable law or rule or regulation of any
governmental body.

SECTION 3.02 Suspension of Restrictions. The limitations provided in Section
3.01 and Section 4.01 shall immediately be suspended upon the occurrence of any
of the following events:

                                      -4-

<PAGE>

             (a) any Third Party commences a tender or exchange offer seeking to
             acquire Beneficial Ownership of 50% or more of the outstanding
             shares of Voting Stock, but only if (i) the Company has not within
             10 days after commencement of such offer (or such longer period as
             may then be permitted under applicable law for the Company's
             initial recommendation with respect to such offer), publicly
             recommended that such offer not be accepted, or (ii) all of the
             material conditions to such offer relating to the elimination or
             satisfaction of the material defensive provisions established by
             the Company, including any rights plan or similar defensive
             provision of the Company have been satisfied or waived;

             (b) the Company's receipt of an Acquisition Proposal from any Third
             Party but only if the Company has not, within 15 days after such
             receipt, rejected such Acquisition Proposal;

             (c) the occurrence of a Change of Control of the Company;

             (d) the public announcement by the Company that it is "for sale";

             (e) the execution of a definitive agreement which, if consummated,
             would result in a Change of Control of the Company;

             (f) the public announcement by or on behalf of any Person or Group
             (other than the Purchaser and its Affiliates) of the commencement
             of a bona fide proxy or consent solicitation subject to Section 14
             of the Exchange Act (or any successor provision) to elect or remove
             a majority of the directors of the Company which is not, within 10
             days after the announcement of such proxy or consent solicitation
             (or such longer period as may then be permitted under applicable
             law for the Company's initial recommendation with respect to such
             contest if such a period is specified) publicly opposed by the
             Company's Board of Directors and which would, if successful, result
             in a change in the composition of a majority of the Board of
             Directors of the Company; or

             (g) the adoption by the Board of Directors of the Company of a plan
             of liquidation or dissolution.

The Company shall provide each Purchaser with prompt written notice of the
occurrence of any of the events set forth in this Section 3.01 or of the receipt
by the Company of an Acquisition Proposal from any Third Party (such notice to
be provided within ten days after receipt thereof, but without disclosing the
terms thereof or the identity of such Third Party). Upon any (i) withdrawal or
lapsing of any such tender or exchange offer referred to in Section 3.02(a)
hereof in which such Third Party does not acquire more than 15% of the
outstanding Voting Stock of the Company, (ii) withdrawal, rejection or
termination of an Acquisition Proposal referred to in Section 3.02(b) hereof,
(iii) the public withdrawal of any "for sale" notice referred to in Section
3.02(d) hereof, (iv) the termination of the agreement referred in Section
3.02(e) hereof without consummation thereof, (v) the withdrawal or termination
or failure of the solicitation referred to in Section 3.02(f) hereof or (vi) the
termination of the plan of liquidation referenced in Section 3.02(g) hereof, as

                                      -5-

<PAGE>

the case may be, the limitations provided in Sections 3.01 and 4.01 hereof
(except to the extent then suspended as a result of any other event specified in
Section 3.02 hereof) hereof shall again be applicable for so long as and only to
the extent provided therein without any extension of the term thereof.

                                   ARTICLE IV

                              TRANSFER RESTRICTIONS

SECTION 4.01 Permitted Transfers. During the Term, the Purchaser shall not sell,
pledge, hypothecate, assign or otherwise transfer (each a "Transfer") any Voting
Stock of the Company other than the following Transfers:

             (a) a Transfer to an Affiliate of such Purchaser, provided that
             such Affiliate becomes a party to, and agrees to be bound by, this
             Agreement;

             (b) a Transfer by partnerships by way of distribution to a limited
             partner or former limited partner of such Purchaser that is not an
             Affiliate of such Purchaser;

             (c) a private Transfer (i) to any "person" (within the meaning of
             Section 13(d)(3) of the Exchange Act), that is not an Affiliate or
             Associate of such Purchaser, which to the knowledge of the
             Purchaser after inquiry beneficially owns or, as a result of such
             sale or transfer, will beneficially own less than ten percent (10%)
             of the Total Voting Power of the Company (a "Permitted
             Transferee"), provided, that such person will not be a Permitted
             Transferee and no such Transfer shall be permitted if such person
             has proposed a business combination or similar transaction with, or
             a Change of Control of, the Company or (ii) to an account managed
             by an institutional manager described in Rule 13f-1 of the Exchange
             Act with respect to which the transferred Voting Stock would
             constitute "Section 13(f) securities" within the meaning of Rule
             13f-1(c) of the Exchange Act; and

             (d) a sale to the public (i) pursuant to Rule 144 of the Securities
             Act or (ii) pursuant to the exercise by the Purchasers of their
             rights under the Registration Rights Agreement dated as of the date
             hereof among the Company, Global and EquityStation, Inc.

                                    ARTICLE V

                                  MISCELLANEOUS

SECTION 5.01 Enforcement. Each of the Purchasers and Company acknowledge and
agree that irreparable damage would occur if any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. Accordingly, the parties will be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to enforce specifically
its provisions in any court having jurisdiction, this being in addition to any
other remedy to which they may be entitled at law or in equity.

                                      -6-

<PAGE>

SECTION 5.02 Entire Agreement; Waivers. This Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
thereof and supersede all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the parties with
respect to such subject matter. No waiver of any provision of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof
(whether or not similar), shall constitute a continuing waiver unless otherwise
expressly provided nor shall be effective unless in writing and executed (i) in
the case of a waiver by Company, by the Company and (ii) in the case of a waiver
by the Purchasers, by holding 66-2/3% of the shares of Common Stock disbursed to
the Purchasers pursuant to the Escrow Agreement.

SECTION 5.03 Amendment or Modification. The parties hereto may not amend or
modify this Agreement except in such manner as may be agreed upon by a written
instrument executed by the Company and Two-Thirds in Interest of the Purchasers.

SECTION 5.04 Successors and Assigns. All the terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective transferees, successors and assigns (each of which
such transferees, successors and assigns shall be deemed to be a party hereto
for all purposes hereof); provided, however, that (i) neither Company nor any
Purchaser may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Two-Thirds in Interest of the
Purchasers or the Company, respectively and (ii) no transfer or assignment by
any party shall relieve such party of any of its obligations hereunder.

SECTION 5.05 Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable, the remaining provisions shall
remain in full force and effect. It is declared to be the intention of the
parties that they would have executed the remaining provisions without including
any that may be declared unenforceable.

SECTION 5.06 Headings. Descriptive headings are for convenience only and will
not control or affect the meaning or construction of any provision of this
Agreement.

SECTION 5.07 Counterparts. For the convenience of the parties, any number of
counterparts of this Agreement may be executed by the parties, and each such
executed counterpart will be an original instrument.

     SECTION 5.08 Notices. All demands, requests, notices and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally
or sent by United States first class mail, postage prepaid, or by reputable
overnight courier service, and to the parties hereto at the following address or
at such other address as any party hereto shall hereafter specify by notice to
the other party hereto:

            (i) if to the Company, addressed to:

                  vFinance, Inc.
                  3010 North Military Trail, Suite 300
                  Boca Raton, Florida 33431
                  Attention:  Leonard J. Sokolow

                                      -7-

<PAGE>

                  with a copy (which shall not constitute notice) to:

                  Edwards & Angell, LLP
                  350 East Las Olas Blvd.
                  Suite 1150
                  Fort Lauderdale, FL 33301-4215
                  Attention: Leslie J. Croland, P.A.

           (ii) if to the Purchasers, addressed to:

                  Marcos Konig
                  20845 NE 31st Place
                  Aventura, FL 33180


                  Harry Konig
                  2341 NE 211th Street
                  Aventura, FL 33180


                  Salomon Konig
                  19355 NE 36th Court
                  Apt. TSE
                  Aventura, FL 33180



                  with a copy (which shall not constitute notice) to:

                  Wasserstrom Giulianti, P.A.
                  1909 Tyler Street
                  Wachovia Center Penthouse
                  Hollywood, FL 33020
                  Attn:    Keith Wasserstrom, Esq.

Except as otherwise provided herein, all such demands, requests, notices and
other communications shall be deemed to have been received on the date of
personal delivery thereof or on the third business day after the mailing
thereof.

SECTION 5.09 Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic substantive law of the State of New York, without
giving effect to any choice or conflict of law provision or rule that would
cause the application of the law of any other jurisdiction.

                                      -8-

<PAGE>

SECTION 5.10 Termination. This Agreement will terminate at the end of the Term
or earlier upon the written approval of the Company and the Purchasers holding
66-2/3% of the shares of Common Stock disbursed to the Purchasers pursuant to
the Escrow Agreement.

IN WITNESS WHEREOF, the Company and the Purchasers have each caused this
Agreement to be executed as of the date first above written by their respective
officers thereunto duly authorized.

                              vFINANCE, INC.


                              By: Leonard Sokolow
                                  -----------------
                              Name: Leonard Sokolow
                              Title: Chief Executive Officer and President


                                  /s/ Marcos Konig
                                  ---------------
                                      Marcos Konig


                                  /s/ Harry Konig
                                  ---------------
                                      Harry Konig


                                  /s/ Salomon Konig
                                  -----------------
                                      Salomon Konig

                                      -9-

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