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                                                                     EXHIBIT 4.3



                         ASSIGNMENT OF LEASES AND RENTS

                                      FROM

                             NEW VALLEY CORPORATION
           (DOING BUSINESS IN NEW JERSEY AS NEW VALLEY REALTY COMPANY)

                                       TO

                      HSBC REALTY CREDIT CORPORATION (USA),
                             AS ADMINISTRATIVE AGENT


                            DATED: DECEMBER 13, 2002



            Street Address                100-150 College West Road
            Town of:                      Plainsboro
            County of:                    Middlesex
            State of:                     New Jersey
            Block:                        3
            Lots:                         1.61 and 1.62


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                               RECORD & RETURN TO:

                            Trans-County Title Agency, LLC
                            83 Morris Street
                            P.O. Box 675
                            New Brunswick, New Jersey 08903
                            Attn: Alan J. Finkel
                            Title No: TC-32594

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                         ASSIGNMENT OF LEASES AND RENTS

                  THIS ASSIGNMENT OF LEASES AND RENTS made this 13 th day of
December 2002 by NEW VALLEY CORPORATION, a Delaware corporation (doing business
in New Jersey as New Valley Realty Company) with offices at 100 S.E. Second
Street, Miami, Florida 33131 ("Assignor") in favor of HSBC REALTY CREDIT
CORPORATION (USA), a corporation organized under the laws of the State of
Delaware with offices at 452 Fifth Avenue, 3rd Floor, New York, New York 10018,
as Administrative Agent (in such capacity, "Assignee") for certain lenders
("Lenders") in connection with a loan agreement dated the date hereof among the
Assignor, as borrower, each of the Lenders, and the Assignee, as Administrative
Agent ("Loan Agreement"):

                  The Assignor is the fee owner of the real property described
on Schedule A attached hereto and made a part hereof ("Premises") and is
obligated to pay to the Assignee, for the PRO RATA benefit of the Lenders,
indebtedness in the principal amount of FORTY MILLION FIVE HUNDRED THOUSAND and
00/100 DOLLARS ($40,500,000.00), together with interest thereon, pursuant to the
terms of the Loan Agreement as evidenced by the Notes (as such term is defined
in the Loan Agreement), which is secured by, INTER ALIa, that certain Mortgage
and Security Agreement dated the date hereof executed by the Assignor in favor
of the Assignee, for the PRO RATA benefit of the Lenders (as the same may be
modified or amended, "Mortgage"), together with any other amounts due from the
Assignor to the Assignee pursuant to the Loan Agreement, Notes and/or Mortgage
(collectively, with the principal and interest evidenced by the Notes,
"Indebtedness").

                  Assignor does hereby assign to Assignee, for the PRO RATA
benefit of the Lenders, any and all existing and future leases, including any
and all extensions, renewals, and replacements thereof, upon all or any part of
the Premises. As used herein, "lease" shall include subleases, licenses,
tenancies and all other forms of demising of space in the Premises.

                  Together with any and all guaranties of tenants' performance
under any leases.

                  Together with the immediate and continuing right, for the PRO
RATA benefit of the Lenders, to collect and receive all of the rents, income,
receipts, revenues, issues, and profits (hereinafter the "rents"), now due or
which may become due or to which Assignor may now or shall hereafter become
entitled or which it may demand or claim, including those rents coming due
during any redemption period, arising or issuing from or out of the leases or
from or out of the Premises or any part thereof, including but not limited to,
minimum rents, additional rents, percentage rents, deficiency rents, and
liquidated damages following default, and all proceeds payable under any policy
of insurance covering loss of rents resulting from untenantability caused by
destruction or damage to the Premises, together with any and all rights and
claims of any kind that Assignor may have against any tenant under the leases or
any subtenants or occupants of the Premises.

                  To have and to hold the same unto Assignee, its successors and
assigns.



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                  This Assignment is intended to be and shall constitute an
unconditional, absolute and present assignment from Assignor to Assignee, for
the PRO RATA benefit of the Lenders, of all of Assignor's right, title and
interest in and to the leases and rents and not an assignment in the nature of a
pledge of such leases and rents or the mere grant of a security interest
therein. Provided, however, that so long as there shall exist no Event of
Default under the Mortgage, Assignor shall have the right to collect the rents
and monies assigned hereunder as they come due and to retain and use the same.

                  AND the Assignor covenants, agrees and represents as follows:

                  1. All existing leases submitted to Assignee are now valid and
enforceable according to their terms as applied by New York courts, and have
not, since their execution, been altered or amended in any manner other than as
disclosed in writing by Assignor to Assignee and no rents thereunder have been
collected more than one (1) month in advance of the time when such rent is due.

                  2. Assignor will duly perform, in all commercially reasonable
respects, all of the duties and comply with all the material terms, covenants,
conditions, provisions and agreements required of or made by Assignor according
to the aforesaid leases and any renewal, extension or modification thereof or
any subsequent lease or rental agreement affecting the Premises.

                  3. Intentionally omitted.

                  4. The Assignor has the right to the rents currently due or to
become due under the existing leases, has not previously assigned such rents or
any part thereof except to Assignee, has the right and authority to make this
Assignment, has performed or will perform all necessary acts to authorize
payment of the rents to Assignee and will execute and deliver to Assignee any
and all other documents and perform all acts reasonably requested by Assignee in
connection with such leases and this Assignment.

                  5. Assignee is hereby appointed attorney-in-fact of Assignor
with full power and authority to act in the name of Assignor from and after any
Event of Default under the Mortgage:

                  (a) to demand, recover and receive any and all rents and
income of the Premises;

                  (b) to perform such acts as may be required of Assignor by all
leases, any other tenancies of the Premises and this Assignment;

                  (c) to let or lease the Premises or any part thereof which is
now or may become vacant for such periods as Assignee may deem proper;

                  (d) to maintain any and all actions or proceedings to recover
rents or other income from the Premises or to remove tenants therefrom;




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                  (e) to pay all sums deemed necessary toward taxes,
assessments, utility charges, prior liens, insurance premiums or repairs
affecting the Premises, and if the income of the Premises is not sufficient to
cover such payments, together with sums then due on the Indebtedness secured
hereby, Assignor will promptly reimburse Assignee to the extent thereof and such
sums shall be secured hereby; but nothing herein shall in any way obligate
Assignee to act in any manner on behalf of the Assignor or relieve Assignor from
its duty to perform according to the provisions of the leases and this
Assignment. The rights and powers granted to Assignee hereby shall be
irrevocable so long as any part of the Indebtedness remains unpaid; and

                  (f) to apply the rents and income of the Premises in reduction
of the Indebtedness in such manner and order as the Assignee may deem
appropriate (subject to the terms of the Mortgage).

                  6. Nothing contained in this Assignment shall operate as or be
deemed to be an extension of the time for payment of the Indebtedness or to in
any way affect any of Assignee's rights, powers or remedies to enforce payment
of the Indebtedness or any part thereof, no delay or omission by Assignee in
exercising any right or remedy hereunder or with respect to any Indebtedness
shall operate as a waiver thereof or of any other right or remedy, and no single
or partial exercise thereof shall preclude any other or further exercise thereof
or the exercise of any other right or remedy. Assignee may remedy any default by
Assignor hereunder or with respect to any Indebtedness in any manner without
waiving the default remedied and without waiving any other prior or subsequent
default by Assignor. All rights and remedies of Assignee hereunder are
cumulative.

                  7. Assignor shall indemnify and hold Assignee and each Lender
harmless from and against any and all claims, actions, suits, proceedings,
costs, expenses, losses, damages and liabilities, including, but not limited to,
reasonable attorneys' fees and out-of-pocket expenses arising out of or which
Assignee may incur in any manner as a result of this Assignment.

                  8. The Loan Agreement and the Notes each provide that it is
governed by, and construed and enforced in accordance with, the laws of the
State of New York. This Assignment shall also be construed under and governed by
the laws of the State of New York. Notwithstanding the parties' choice of New
York law, however, the terms and provisions of this Assignment pertaining to the
priority, enforcement or realization by the Assignee of its rights and remedies
under this Assignment with respect to the Premises and leases shall be governed
and construed and enforced in accordance with the internal law of the State of
New Jersey without giving effect to the conflicts-of-law rules and principles of
the State of New Jersey.

                  THE LIABILITY OF THE UNDERSIGNED HEREUNDER SHALL BE LIMITED AS
PROVIDED IN SECTION 3.21 OF THE MORTGAGE.

                  This Assignment shall be binding upon the Assignor, its
successors and assigns, and inure to the benefit of the Assignee, its successors
and assigns.




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                  IN WITNESS WHEREOF, Assignor has duly executed this
Assignment, as of the date first above written.

                                    NEW VALLEY CORPORATION
                                    (doing business in New Jersey as New Valley
                                    Realty Company)


                                    By: /s/ BENNETT P. BORKO
                                        ----------------------------------------
                                         Bennett P. Borko
                                         Assistant Secretary





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