SETTLEMENT AND ESCROW RELEASE AGREEMENT

THIS SETTLEMENT AND ESCROW RELEASE AGREEMENT (this “ Agreement ”) is dated as of November 7, 2006 by and among vFinance Investments Holdings, Inc., a Florida corporation (“ Buyer ”), vFinance, Inc., a Delaware corporation (“ Parent ”), Global Partners Securities, Inc. a New York corporation (“ Global ”), Level2.com, Inc., a Florida corporation (“ Level2 ”) and Edwards Angell Palmer & Dodge LLP (formerly Edwards & Angell LLP), a Massachusetts limited liability partnership, as escrow agent (the “ Escrow Agent ”). Buyer, Parent, Global, Level2 and Escrow Agent are hereinafter, the “ Parties ”.

A.   Each of the parties to this Agreement entered into a Stock Escrow Agreement as of November 2, 2004 (the “ Escrow Agreement ”) in connection with a Stock Purchase Agreement and an Asset Purchase Agreement entered into on the same date (the “ Purchase Agreements ”).

B.   Under the terms of the Escrow Agreement, Edwards Angell Palmer & Dodge LLP acted as escrow agent and held a total of 8,324,690 shares of common stock, par value $.01 per share (the “ Common Stock ”), of vFinance, Inc. (the “ Parent Shares ”) and warrants to purchase 3,299,728 shares of Common Stock of Parent (the “ Parent Warrants ”).

C.   A stock certificate representing one-half of the Parent Shares was issued in the name of Global Partners Securities, Inc. and another stock certificate representing one-half of the Parent Shares was issued in the name of Level2.com, Inc.

D.   A warrant granting Global one-half of the Parent Warrants was executed and deposited into escrow at the time of the Escrow Agreement and another warrant granting Level2 one-half of the Parent Warrants was executed and deposited into escrow at the time of the Escrow Agreement.

E.   After the Parent Shares and Parent Warrants were deposited in escrow, a dispute arose among the Parties over the amount of Parent Shares and Parent Warrants that were deposited in escrow and the value of such items.

F.   The Parties desire to resolve certain disputes over the amount of Parent Shares and Parent Warrants deposited into escrow and the value of the same, and for this reason, have entered into this Agreement, which sets forth the terms and conditions upon which the Parent Shares and Parent Warrants as well as all other items held by the Escrow Agent shall be released from escrow.

In consideration of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.   Recitals . The foregoing recitals are true and correct and are hereby incorporated into this Agreement.

2.   Calculation of Parent Shares and Issuance of New Stock Certificates . The Parties have determined that the amount of Parent Shares originally deposited into escrow exceeded the amount of shares of Common Stock of Parent that should have been deposited into escrow by an amount of 1,748,185 shares of Parent. Accordingly, the Parties hereto hereby acknowledge and agree that the number of shares of Common Stock of Parent that should have been deposited into escrow equals 6,576,505 shares, with 3,288,253 shares allocated to Global and 3,288,252 shares allocated to Level2. The Parties hereto hereby authorize and direct the Escrow Agent to release the original stock certificates representing the Parent Shares to Parent and further direct the appropriate officer or other designated person of Parent to immediately cancel such stock certificates and issue new certificates to Global and Level2 in the amounts described above. Upon such issuance, the original stock certificates representing the Parent Shares shall have no value and shall be deemed cancelled in full and Parent shall immediately (i) deliver a stock certificate to Global in the amount of 3,288,253 shares of Common Stock of Parent and (ii) deliver a stock certificate to Level2 in the amount of 3,288,252 shares of Common Stock of Parent.

3.   Calculation of Parent Warrants and Issuance of New Warrants . The Parties have determined that the amount of shares of Common Stock indicated on the Parent Warrants originally deposited into escrow exceeded the amount of shares that should have been indicated on the Parent Warrants by an amount of 692,942 shares. Accordingly, the Parties hereto hereby acknowledge and agree that the total number of shares of Common Stock of Parent that should have been purchasable upon exercise of the Parent Warrants equals 2,606,785 shares, giving Global a warrant to purchase 1,303,393 shares of Common Stock of Parent and giving Level2 a warrant to purchase 1,303,392 shares of Common Stock of Parent. The Parties hereto hereby authorize and direct the Escrow Agent to release the original Parent Warrants to Parent and further direct the appropriate officer or other designated person to immediately cancel such warrants and execute and issue new warrants to Global and Level2 in the amounts described above. Upon such issuance, the warrants representing the Parent Warrants shall have no value and shall be deemed cancelled in full and Parent shall immediately (i) deliver a fully executed warrant granting Global a right to purchase 1,303,393 shares of Common Stock of Parent and (ii) deliver a fully executed warrant granting Level2 a right to purchase 1,303,392 shares of Common Stock of Parent.

4.   Release of ESI Stock . Upon execution of this Agreement, the Parties hereto authorize and direct the Escrow Agent to release the issued and outstanding capital stock of Equity Stations, Inc. to Parent or Buyer, if it has not already done so.

5.   Release of Escrow Agent . The Parties each acknowledge and represent that the terms and conditions necessary to release all of the items held in escrow by the Escrow Agent have been fully satisfied and hereby remise, release, acquit, satisfy, and forever discharge the Escrow Agent, of and from all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which any party hereto ever had, now has, or which any