ATLANTIC TECHNOLOGY VENTURES INC
AMENDMENT NO. 3
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>AMENDMENT NO. 3
<TEXT>



                                                                    Exhibit 10.2

                                 AMENDMENT NO. 3
                                       to
           CONVERTIBLE PREFERRED STOCK AND WARRANTS PURCHASE AGREEMENT
                                     between
                       Atlantic Technology Ventures, Inc.
                                       and
                         the Investors Signatory Hereto


          THIS AMENDMENT NO. 3 TO CONVERTIBLE PREFERRED STOCK AND WARRANTS
PURCHASE AGREEMENT is entered into effective as of January 19, 2001 (the
"Amendment"), between the Investors signatory hereto (each an "Investor" and
together the "Investors"), and Atlantic Technology Ventures, Inc., a corporation
organized and existing under the laws of the State of Delaware (the "Company").

          WHEREAS, the parties entered into that certain Convertible Preferred
Stock and Warrants Purchase Agreement dated September 28, 2000, as amended on
October 31, 2000 and January 9, 2001 (the "Purchase Agreement"; terms that are
used herein with initial capital letters and are not otherwise defined herein
will have the meanings given to them in the Purchase Agreement), and desire to
amend certain terms of the Purchase Agreement as provided herein;

         NOW, THEREFORE, in consideration of the mutual promises herein, and
other good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties hereto agree as follows:

         1.       Definition of Repurchase Event. The definition of "Repurchase
Event" contained in Article I of the Purchase Agreement is hereby amended by (A)
deleting the period at the end of clause (14) and replacing it with "; and" and
(B) by adding thereafter the following new clause (15):

                  (15) Receipt by the Company, after expiration of the
         applicable "watch period," of a Staff Determination (as defined in Rule
         4815 of the Nasdaq Marketplace Rules) to limit or prohibit the
         continued listing of the Company's securities on the Nasdaq SmallCap
         Market, it being understood that (A) this Repurchase Event will not be
         affected by any right the Company may have to request a hearing or
         pursue other remedies against Nasdaq, and (B) excluded from the scope
         of this Repurchase Agreement is any Staff Determination received by the
         Company that was directly prompted by the express terms of any of the
         Transaction Documents.

         2.       Amendment to Series B Certificate of Designation. Simultaneous
with the execution of this Amendment, the Company is hereby authorized to
execute and file with the Delaware Department of State an Amended Series B
Certificate of Designation in substantially the form attached hereto as Exhibit
A.

<PAGE>

         3.       Company Representations. The Company represents and warrants
to the Investors that it has all requisite corporate power and corporate
authority to enter into and perform its obligations under this Amendment and the
transactions contemplated hereby.

         Except as specifically amended or modified by this Amendment, the terms
and conditions of the Purchase Agreement shall remain in effect in every
particular as set forth in the Purchase Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to Convertible Preferred Stock and Warrants Purchase 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
Toronto, Ontario, Canada M4W 3R8             Partner
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


</TEXT>
</DOCUMENT>
