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                                                                    EXHIBIT 10.3


                          PLEDGE AND SECURITY AGREEMENT

         PLEDGE AND SECURITY AGREEMENT, dated as of May 14, 2001 (as amended,
modified or supplemented from time to time, this "AGREEMENT") between BGLS INC.,
a corporation duly organized and validly existing under the laws of the State of
Delaware (the "COMPANY") and United States Trust Company of New York, a New York
banking corporation, as collateral agent (together with its successors and
assigns, the "COLLATERAL AGENT") on behalf of the holders (the "HOLDERS") of the
10% Senior Secured Notes due March 31, 2006 (the "NOTES") issued pursuant to
that certain Note Purchase Agreement, dated as of May 14, 2001 (as amended,
supplemented or modified from time to time, the "NOTE PURCHASE AGREEMENT")
between the Company and the Holders.

                  Section 1. DEFINITIONS. Terms defined in the Note Purchase
Agreement are used herein as defined therein. In addition, as used herein:

         "ACCOUNT CONTROL AGREEMENT" means the Account Control Agreement, dated
as of the date hereof, substantially in the form of Exhibit B-2 to the Note
Purchase Agreement among the Company, the Collateral Agent and Bank of America,
N.A., as amended, modified and supplemented from time to time.

         "ACCOUNTS" has the meaning ascribed thereto in Section 3(d) hereof.

         "BROOKE HOLDING" means Brooke Group Holding, Inc. a Delaware
corporation and any successor thereto.

         "BROOKE HOLDING CONVERTIBLE SECURITIES" means any securities or rights
that are convertible into or exchangeable for Equity Interests of Brooke
Holding.

         "BROOKE OVERSEAS" means Brooke (Overseas) Ltd., a Delaware corporation,
and any successor thereto.

         "BROOKE OVERSEAS CONVERTIBLE SECURITIES" means any securities or rights
that are convertible into or exchangeable for Equity Interests of Brooke
Overseas.

         "COLLATERAL" has the meaning ascribed thereto in Section 3 hereof.

         "COMPANY ACCOUNTS" means, collectively, the BGLS Checking Account and
the Securities Account.

         "COMMERCIAL TORT CLAIM" means (i) prior to July 1, 2001, a claim of the
Company arising in tort and (ii) on or after July 1, 2001, has the meaning
ascribed thereto in the Uniform Commercial Code.

         "COPYRIGHT COLLATERAL" means all Copyrights, whether now owned or
hereafter acquired by the Company.



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         "COPYRIGHTS" means all copyrights, copyright registrations and
applications for copyright registrations, including, without limitation, all
renewals, extensions, income, royalties, damages and payments now or hereafter
due and/or payable under and with respect thereto, including, without
limitation, damages and payments for past or future infringements thereof, the
right to sue for past, present and future infringements thereof, and all rights
corresponding thereto throughout the world.

         "DEPOSIT ACCOUNT" means any deposit account (as defined in the Uniform
Commercial Code).

         "DOCUMENTS" has the meaning ascribed thereto in Section 3(k) hereof.

         "ENVIRONMENTAL LAWS" means any and all present and future Federal,
state, local and foreign laws, rules or regulations, and any orders or decrees,
in each case as now or hereafter in effect, relating to the regulation or
protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes into the indoor or outdoor
environment, including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes.

         "EQUIPMENT" has the meaning ascribed thereto in Section 3(i) hereof.

         "EQUITY INTERESTS" means, with respect to any Person, any capital stock
of such Person and shares, interests, participations or other ownership
interests (however designated) of any Person and any rights (other than debt
securities convertible into corporate stock), warrants and options to purchase
any of the foregoing, including (without limitation) each class of common stock
and preferred stock of such Person if such Person is a corporation and each
general and limited partnership interest of such Person if such Person is a
partnership.

         "FARM PRODUCTS" has the meaning ascribed thereto in the Uniform
Commercial Code.

         "INITIAL PLEDGED BROOKE HOLDING SHARES" means all Equity Interests of
Brooke Holding represented by the certificates of Brooke Holding identified in
Annex 1 hereto.

         "INITIAL PLEDGED BROOKE OVERSEAS SHARES" means all Equity Interests of
Brooke Overseas represented by the certificates identified in Annex 1 hereto.

         "INITIAL PLEDGED NEW VALLEY SHARES" means all Equity Interests of New
Valley represented by the certificates identified in Annex 1 hereto.

         "INITIAL PLEDGED NV HOLDINGS SHARES" means all Equity Interests of NV
Holdings represented by the certificates identified in Annex 1 hereto.



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         "INITIAL PLEDGED RESEARCH SHARES" means all Equity Interests of
Research represented by the certificates identified in Annex 1 hereto.

         "INITIAL PLEDGED VTUSA SHARES" means all Equity Interests of VTUSA
represented by the certificates identified in Annex 1 hereto.

         "INSTRUMENTS" has the meaning ascribed thereto in Section 3(e) hereof.

         "INTELLECTUAL PROPERTY" means, collectively, all Copyright Collateral,
all Patent Collateral and all Trademark Collateral.

         "INVENTORY" has the meaning ascribed thereto in Section 3(g) hereof.

         "ISSUERS" means, collectively, the respective corporations identified
in Annex 1 hereto under the caption "Issuer".

         "MOTOR VEHICLES" means motor vehicles, tractors, trailers and other
like property whether or not the title thereto is governed by a certificate of
title or ownership.

         "NEW VALLEY" means New Valley Corporation, a Delaware corporation, and
any successor thereto.

         "NEW VALLEY COMMON STOCK" means common shares of New Valley, par value
$.01 per share.

         "NEW VALLEY CONVERTIBLE SECURITIES" means any securities that are
convertible into or exchangeable for Equity Interests of New Valley.

         "NOTES" has the meaning ascribed thereto in the first paragraph hereof.

         "NV HOLDINGS" means New Valley Holdings, Inc., a Delaware corporation,
and any successor thereto.

         "NV HOLDINGS CONVERTIBLE SECURITIES" means any securities or rights
that are convertible into or exchangeable for Equity Interests of NV Holdings.

         "PATENT COLLATERAL" means all Patents, whether now owned or hereafter
acquired by the Company.

         "PATENTS" means all patents and patent applications, including, without
limitation, the inventions and improvements described and claimed therein
together with the reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof, all income, royalties, damages and payments now
or hereafter due and/or payable under and with respect thereto, including,
without limitation, damages and payments for past or future infringements
thereof, the right to sue for past, present and future infringements thereof,
and all rights corresponding thereto throughout the world.



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         "PERMITTED SECURITIES" has the meaning ascribed thereto in the Account
Control Agreement.

         "PLEDGED STOCK" has the meaning ascribed thereto in Section 3(a)
hereof.

         "RESEARCH" means Vector Research Ltd., a Delaware corporation, and any
successor thereto.

         "RESEARCH CONVERTIBLE SECURITIES" means any securities or rights that
are convertible into or exchangeable for Equity Interests of Research.

         "SECURED OBLIGATIONS" means, collectively, all obligations and
liabilities of any kind or nature, present or future, absolute or contingent, of
(i) the Company arising under the Note Documents, (ii) NV Holdings arising under
the NV Holdings Pledge Agreement or any other undertaking or agreement delivered
by NV Holdings in connection with any other Note Document, (iii) VTUSA arising
under any undertaking or agreement delivered by VTUSA in connection with any
Note Document, (iv) Brooke Overseas arising under any undertaking or agreement
delivered by Brooke Overseas in connection with any Note Document, (v) New
Valley arising under any undertaking or agreement delivered by New Valley in
connection with any Note Document, (vi) Brooke Holding arising under the Brooke
Holding Pledge Agreement or any other undertaking or agreement delivered by
Brooke Holding, (vii) Research arising under any undertaking, or agreement
delivered by Research in connection with any Note Document, (viii) Vector
arising under the Vector Pledge Agreement or any other undertaking or agreement
delivered by Vector in connection with any other Note Document or (ix) Liggett
arising under any undertaking or agreement delivered by Liggett in connection
with any Note Document.

         "STOCK COLLATERAL" means, collectively, the Collateral described in
clauses (a) through (c) of Section 3 hereof and the proceeds of and to any such
property and, to the extent related to any such property or such proceeds, all
books, correspondence, credit files, records, invoices and other papers.

         "TRADEMARK COLLATERAL" means all Trademarks, whether now owned or
hereafter acquired by the Company. Notwithstanding the foregoing, the Trademark
Collateral does not and shall not include any Trademark that would be rendered
invalid, abandoned, void or unenforceable by reason of its being included as
part of the Trademark Collateral.

         "TRADEMARKS" means all trade names, trademarks and service marks,
logos, trademark and service mark registrations, and applications for trademark
and service mark registrations, including, without limitation, all renewals of
trademark and service mark registrations, all rights corresponding thereto
throughout the world, the right to recover for all past, present and future
infringements thereof, all other rights of any kind whatsoever accruing
thereunder or pertaining thereto, together, in each case, with the product lines
and goodwill of the business connected with the use of, and symbolized by, each
such trade name, trademark and service mark.

         "UNIFORM COMMERCIAL CODE" means the Uniform Commercial Code as in
effect from time to time in the State of New York.



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         "VECTOR" means Vector Group Ltd., a Delaware corporation, and any
successor thereto.

         "VTUSA" means Vector Tobacco (USA) Ltd., a Delaware corporation, and
any successor thereto.

         "VTUSA CONVERTIBLE SECURITIES" means any securities that are
convertible into or exchangeable for Equity Interests of VTUSA.

                  Section 2. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants and covenants to the Collateral Agent for the benefit of
the Holders and the Collateral Agent that:

                  (a) except for the Security Interest, the Company is the sole
         legal and equitable owner of the Collateral, holds the same free and
         clear of all Liens, charges, encumbrances and security interests of any
         kind and nature and will make no other assignment, pledge, mortgage,
         hypothecation, transfer or other disposition of the Collateral, other
         than the sale or application of the Collateral in compliance with the
         provisions of Sections 8.24 and 13.8 of the Note Purchase Agreement;

                  (b) the Company has good, right and legal title to the
         Collateral and will defend its title thereto against the claims of all
         Persons whomsoever and will maintain and preserve the Security Interest
         as long as this Agreement shall remain in full force and effect;

                  (c) no financing statement or other public notice with respect
         to all or any part of the Collateral is on file or of record in any
         public office, except as have been filed by the Collateral Agent
         pursuant to this Agreement or as are permitted by the Note Purchase
         Agreement;

                  (d) except for the filing of UCC-1 financing statements, no
         consent or approval of, or other action by, and no notice to or filing
         with, any Governmental or Regulatory Authority or securities exchange,
         was or is necessary as a condition (i) to the validity of the pledge
         provided for herein or for the execution, delivery or performance of
         this Agreement by the Company or (ii) other than filings with (A) the
         United States Patent and Trademark Office in connection with the
         assignment of the Patents, Trademarks and Copyrights or (B) the
         Securities Act, and regulations thereunder and any applicable blue sky
         laws, for the exercise by the Collateral Agent of the voting or other
         rights provided for in this Agreement or the remedies in respect of the
         Collateral pursuant to this Agreement;

                  (e) as of the date hereof: (i) the Initial Pledged NV Holdings
         Shares are the only issued and outstanding Equity Interests of NV
         Holdings and (ii) there are no issued and outstanding NV Holdings
         Convertible Securities, and NV Holdings is not subject to any



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         obligation, contingent or otherwise, to issue in the future any Equity
         Interests or any such NV Holdings Convertible Securities;

                  (f) the Initial Pledged NV Holdings Shares are duly
         authorized, validly issued, fully paid and nonassessable;

                  (g) as of the date hereof: (i) the Initial Pledged VTUSA
         Shares are the only issued and outstanding Equity Interests of VTUSA
         and (ii) there are no issued and outstanding VTUSA Convertible
         Securities, and VTUSA is not subject to any obligation, contingent or
         otherwise, to issue in the future any additional Equity Interests or
         any such VTUSA Convertible Securities;

                  (h) the Initial Pledged VTUSA Shares are duly authorized,
         validly issued, fully paid and nonassessable;

                  (i) as of the date hereof: (i) the Initial Pledged Brooke
         Overseas Shares are the only issued and outstanding Equity Interests of
         Brooke Overseas and (ii) there are no issued and outstanding Brooke
         Overseas Convertible Securities, and Brooke Overseas is not subject to
         any obligation, contingent or otherwise, to issue in the future any
         additional Equity Interests or any such Brooke Overseas Convertible
         Securities;

                  (j) the Initial Pledged Brooke Overseas Shares are duly
         authorized, validly issued, fully paid and nonassessable;

                  (k) as of the date hereof: (i) the Initial Pledged Brooke
         Holding Shares are the only issued and outstanding shares of capital
         stock of Brooke Holding and (ii) there are no issued and outstanding
         Brooke Holding Convertible Securities, and Brooke Holding is not
         subject to any obligation, contingent or otherwise, to issue in the
         future any additional Equity Interests or any such Brooke Holding
         Convertible Securities;

                  (l) the Initial Pledged Brooke Holding Shares are duly
         authorized, validly issued, fully paid and nonassessable;

                  (m) as of the date hereof: (i) the Initial Pledged Research
         Shares are the only issued and outstanding shares of Research and (ii)
         there are no issued and outstanding Research Convertible Securities,
         and Research is not subject to any obligation, contingent or otherwise,
         to issue in the future any Equity Interests or any such Research
         Convertible Securities;

                  (n) the Initial Pledged Research Shares are duly authorized,
         validly issued, fully paid and nonassessable;

                  (o) as of the date hereof: (i) there are 22,813,063 shares of
         New Valley Common Stock issued and outstanding and such shares are the
         only issued and outstanding Equity Interests of New Valley and (ii)
         there are no issued and outstanding New Valley Convertible Securities,
         and New Valley is not subject to any obligation, contingent or



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         otherwise, to issue in the future any additional Equity Interests
         except:

                           (1) warrants exercisable for 17,867,566 shares of New
                  Valley Common Stock; and

                           (2) options to purchase 1,271,088 shares of New
                  Valley Common Stock and options to purchase warrants
                  exercisable for 584,000 shares of New Valley Common Stock.

                  (p) the Initial Pledged New Valley Shares are duly authorized,
         validly issued, fully paid and nonassessable;

                  (q) the Company has full corporate power and authority to
         execute, deliver and perform this Agreement;

                  (r) except for the Note Documents, the Company is not now and
         will not become a party to any voting trust or other agreement or
         undertaking with respect to the exercise of the voting or consent
         rights associated with any of the Stock Collateral (other than an
         agreement or undertaking in respect of a sale of the Stock Collateral,
         which sale is or will be in compliance with the provisions of Section
         13.8 of the Note Purchase Agreement), and there are no other
         restrictions on the exercise of such rights;

                  (s) except for the Note Documents, the Company is not now and
         will not become a party to any agreement or undertaking pursuant to
         which any Issuer or any other Person could have the right to purchase
         any of the Stock Collateral (other than an agreement or undertaking in
         respect of a sale of the Stock Collateral, which sale is or will be in
         compliance with the provisions of Section 13.8 of the Note Purchase
         Agreement), and at the time of delivery of any Stock Collateral to the
         Collateral Agent there will not be (and the Company will not thereafter
         permit to exist) any other restrictions on the transfer of the Stock
         Collateral;

                  (t) except for the Note Documents, the Company has the right
         to vote, pledge and grant a security interest in, or otherwise
         transfer, the Collateral free of any liens (except as set forth in (a)
         above);

                  (u) the security interests granted pursuant to this Agreement
         (i) upon completion of the filings and other actions specified on Annex
         2 (which, in the case of all filings and other documents referred to on
         said Annex, have been delivered to the Collateral Agent in duly
         executed form) will constitute valid perfected security interests in
         all of the Collateral in favor of the Collateral Agent enforceable in
         accordance with the terms hereof against all creditors of the Company


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         and all Persons purporting to purchase any Collateral from the Company
         and (ii) are prior to all other Liens on the Collateral in existence on
         the date hereof except for Liens permitted by the Note Purchase
         Agreement which have priority over the Liens on the Collateral held by
         the Collateral Agent by operation of law;

                  (v) the grant and perfection of the Security Interest in the
         Stock Collateral for the benefit of the Collateral Agent and the
         Holders, in accordance with the terms hereof, will not violate the
         registration requirements of the Securities Act, any provisions of any
         other applicable federal, state or foreign securities laws, or any
         applicable general corporation law or other applicable law;

                  (w) each Issuer is a corporation duly organized, validly
         existing and in good standing under the laws of the state of its
         incorporation and has full power and authority to own or lease its
         properties and assets and to carry on its business;

                  (x) the stock powers delivered to the Collateral Agent with
         respect to the Pledged Stock have been, and at the time of the delivery
         of any other stock powers to the Collateral Agent in connection with
         the pledge of any additional Stock Collateral such stock powers will
         be, duly executed;

                  (y) the pledge of the Initial Pledged Shares pursuant to this
         Agreement, together with the transfer of such Initial Pledged Shares to
         the Collateral Agent, creates a valid and perfected first priority
         security interest in the Stock Collateral, in favor of the Collateral
         Agent for the benefit of the Collateral Agent and the Holders, securing
         the due and punctual payment and performance in full of the Secured
         Obligations in accordance with the respective terms thereof;

                  (z) the Company is incorporated in the State of Delaware and
         the location of its chief executive office or sole place of business on
         the date hereof is specified on Annex 3;

                  (aa) none of the Collateral consists of, or is the proceeds
         (as defined in the Uniform Commercial Code) of, Farm Products;

                  (bb) on the date hereof, the Inventory and the Equipment
         (other than Motor Vehicles) are kept at the locations listed on Annex
         3;

                  (cc) Annex 4 lists all Intellectual Property owned by the
         Company in its own name on the date hereof;

                           (i) On the date hereof, all material Intellectual
                  Property is valid, subsisting, unexpired and enforceable, has
                  not been abandoned and does not infringe the intellectual
                  property rights of any other Person;



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                           (ii) Except as set forth in Annex 4, on the date
                  hereof, none of the Intellectual Property is the subject of
                  any licensing or franchise agreement pursuant to which the
                  Company is the licensor or franchisor;

                           (iii) No holding, decision or judgment has been
                  rendered by any Governmental or Regulatory Authority which
                  would limit, cancel or question the validity of, or the
                  Company's rights in, any Intellectual Property in any respect;
                  and

                           (iv) No action or proceeding is pending or, to the
                  knowledge of the Company threatened, or the date hereof
                  seeking to limit, cancel or question the validity of any
                  Intellectual Property or the Company's ownership interest
                  therein;

                  (dd) subject to Section 5.01(b), all Instruments owned by the
         Company are listed on Annex 5 and have been delivered to the Collateral
         Agent;

                  (ee) each Instrument which is a promissory note issued to and
         held by the Company (including any promissory note evidencing loans
         made by the Company to any of its Affiliates or Associates, any Vector
         Expanded Affiliate or any Group Executive) constitutes the legal, valid
         and binding obligation of the obligor with respect thereto, enforceable
         in accordance with its terms, subject to the effects of bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws relating to or affecting creditors' rights generally,
         general equitable principles (whether considered in a proceeding in
         equity or at law) and an implied covenant of good faith and fair
         dealing;

                  (ff) any instruments of assignment and transfer delivered
         pursuant to Section 5.01(b) have been, or will be, duly executed;

                  (gg) all Deposit Accounts of the Company are listed on Annex
         6;

                  (hh) the Company has no Commercial Tort Claims;

                  (ii) the Company shall not permit NV Holdings to sell, assign,
         transfer or otherwise dispose of, or pledge, hypothecate or otherwise
         encumber, any of its Equity Interests in New Valley which are pledged
         pursuant to the NV Holdings Pledge Agreement, unless any such sale,
         assignment, transfer or disposition is in compliance with the
         provisions of Section 13.8 of the Note Purchase Agreement; and

                  (jj) the Company shall not permit Brooke Holding to sell,
         assign, transfer or otherwise dispose of, or pledge, hypothecate or



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         otherwise encumber, any of its Equity Interests in Liggett which are
         pledged pursuant to the Brooke Holding Pledge Agreement, unless any
         such sale, assignment, transfer or disposition is in compliance with
         provisions of Section 13.8 of the Note Purchase Agreement.

                  Section 3. COLLATERAL. As collateral security for the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) and performance of the Secured Obligations, the Company hereby
pledges and grants to the Collateral Agent for the benefit of the Holders and
the Collateral Agent a security interest in all of the Company's right, title
and interest in the following property, whether now owned by the Company or
hereafter acquired and whether now existing or hereafter coming into existence
(all being collectively referred to herein as "COLLATERAL"):

                  (a) the shares of capital stock and other Equity Interests of
         the Issuers represented by the certificates identified in Annex 1
         hereto and all Equity Interests of any other Person, now or hereafter
         owned by the Company, in each case together with the certificates
         evidencing the same (collectively, the "PLEDGED STOCK");

                  (b) all shares, securities, moneys or property representing a
         dividend on any of the Pledged Stock, or representing a distribution or
         return of capital upon or in respect of the Pledged Stock, or resulting
         from a split-up, revision, reclassification or other like change of the
         Pledged Stock or otherwise received in exchange therefor, and any
         subscription warrants, rights or options issued to the holders of, or
         otherwise in respect of, the Pledged Stock;

                  (c) without affecting the obligations of the Company under any
         provision prohibiting such action hereunder or under the Note Purchase
         Agreement, in the event of any consolidation or merger in which an
         Issuer or other Subsidiary of the Company is not the surviving
         corporation, all shares of each class of the capital stock and all
         other Equity Interests of the successor corporation (unless such
         successor corporation is the Company itself) formed by or resulting
         from such consolidation or merger (the Pledged Stock, together with all
         other certificates, shares, securities, properties or moneys as may
         from time to time be pledged hereunder pursuant to clause (a) or (b)
         above and this clause (c) being herein collectively called the "STOCK
         COLLATERAL");

                  (d) all accounts and general intangibles (each as defined in
         the Uniform Commercial Code) of the Company constituting any right to
         the payment of money, including (but not limited to) all moneys due and
         to become due to the Company in respect of any loans or advances or for
         Inventory or Equipment or other goods sold or leased or for services
         rendered, all moneys due and to become due to the Company under any
         guarantee (including a letter of credit) of the purchase price of



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         Inventory or Equipment sold by the Company and all tax refunds (such
         accounts, general intangibles and moneys due and to become due being
         herein called collectively "ACCOUNTS");

                  (e) all instruments, chattel paper or letters of credit (each
         as defined in the Uniform Commercial Code) of the Company evidencing,
         representing, arising from or existing in respect of, relating to,
         securing or otherwise supporting the payment of, any of the Accounts,
         including (but not limited to) promissory notes, drafts, bills of
         exchange and trade acceptances (herein collectively called
         "INSTRUMENTS");

                  (f) all Deposit Accounts of the Company;

                  (g) all inventory (as defined in the Uniform Commercial Code)
         of the Company, all goods obtained by the Company in exchange for such
         inventory, and any products made or processed from such inventory
         including all substances, if any, commingled therewith or added thereto
         (herein collectively called "INVENTORY");

                  (h) all Intellectual Property and all other accounts or
         general intangibles not constituting Intellectual Property or Accounts;

                  (i) all equipment (as defined in the Uniform Commercial Code)
         of the Company, including all Motor Vehicles (herein collectively
         called "EQUIPMENT");

                  (j) each contract and other agreement of the Company relating
         to the sale or other disposition of Inventory or Equipment;

                  (k) all documents of title (as defined in the Uniform
         Commercial Code) or other receipts of the Company covering, evidencing
         or representing Inventory or Equipment (herein collectively called
         "DOCUMENTS");

                  (l) all rights, claims and benefits of the Company against any
         Person arising out of, relating to or in connection with Inventory or
         Equipment purchased by the Company, including, without limitation, any
         such rights, claims or benefits against any Person storing or
         transporting such Inventory or Equipment;

                  (m) all Commercial Tort Claims of the Company;

                  (n) all securities accounts (as defined in Article 8 of the
         Uniform Commercial Code) of the Company and the financial assets (as
         defined in Article 8 of the Uniform Commercial Code) credited from time
         to time thereto; and

                  (o) all other tangible and intangible personal property and
         fixtures of the Company, including, without limitation, all proceeds,
         products, offspring, accessions, rents, profits, income, benefits,
         substitutions and replacements of and to any of the property of the


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<PAGE>   12


         Company described in the preceding clauses of this Section 3
         (including, without limitation, any proceeds of insurance thereon and
         all causes of action, claims and warranties now or hereafter held by
         the Company in respect of any of the items listed above) and, to the
         extent related to any property described in said clauses or such
         proceeds, products and accessions, all books, correspondence, credit
         files, records, invoices and other papers, including without limitation
         all tapes, cards, computer runs and other papers and documents in the
         possession or under the control of the Company or any computer bureau
         or service company from time to time acting for the Company.

                  Section 4. COMPANY ACCOUNTS.

                  4.01. COMPANY ACCOUNTS. The Company has established the
Company Accounts into which there shall be deposited from time to time the Cash
and cash equivalents required to be deposited therein pursuant to Sections 8.21
and 13.8 of the Note Purchase Agreement, the proceeds of any of the Collateral
required to be delivered to the Collateral Agent pursuant hereto and all Cash
and cash equivalents at any time held by the Company. The Securities Account is
under the control of the Collateral Agent. The balance from time to time in the
Company Accounts shall constitute part of the Collateral hereunder and shall not
constitute payment of the Secured Obligations until applied as hereinafter
provided. However, at any time following the occurrence and during the
continuance of Account Notice Event, the Collateral Agent at the written
direction of the Majority Holders apply or cause to be applied the financial
assets held in or credited to the Securities Account to the payment of the
Secured Obligations in the manner specified in Section 5.13 hereof. Withdrawals
from the Securities Account may be made at the written instruction of the
Majority Holders pursuant to Section 13.11 of the Note Purchase Agreement

                  4.02. RELEASE OF COLLATERAL. The security interest in any
Collateral shall automatically and without any action by the Collateral Agent or
the Holders be released upon any sale of such Collateral by the Company pursuant
to the terms of Section 13.8 of the Note Purchase Agreement and this Agreement.

                  4.03. INVESTMENT OF BALANCE IN SECURITIES ACCOUNT. Amounts on
deposit in the Securities Account shall be invested from time to time in such
Permitted Securities as the Company (or, after the occurrence and during the
continuance of an Account Notice Event, the Majority Holders) shall determine,
PROVIDED that at any time after the occurrence and during the continuance of an
Account Notice Event, the Collateral Agent may in its discretion at any time and
from time to time elect to liquidate any such Permitted Securities and to apply
or cause to be applied the proceeds thereof to the payment of the Secured
Obligations in the manner specified in Section 5.13 hereof.



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                  Section 5. FURTHER ASSURANCES; REMEDIES. In furtherance of the
grant of the pledge and security interest pursuant to Section 3 hereof, the
Company hereby agrees with the Collateral Agent as follows:

                  5.01. DELIVERY AND OTHER PERFECTION. The Company shall:

                  (a) if any of the shares, securities, moneys or property
         required to be pledged by the Company under clauses (a), (b) and (c) of
         Section 3 hereof are received by the Company, hold such Property in
         trust and forthwith either (x) transfer and deliver to the Collateral
         Agent such shares or securities so received by the Company (together
         with the certificates for any such shares and securities duly endorsed
         in blank or accompanied by undated stock powers duly executed in blank,
         all in form and substance reasonably satisfactory to the Collateral
         Agent), all of which thereafter shall be held by the Collateral Agent
         (except in the case of cash dividends which shall be held in a Company
         Account in accordance with the Note Purchase Agreement), pursuant to
         the terms of this Agreement, as part of the Collateral or (y) take such
         other action as may be necessary or appropriate or as the Collateral
         Agent may reasonably request to duly record the Lien created hereunder
         in such shares, securities, moneys or property in said clauses (a), (b)
         and (c);

                  (b) deliver and pledge to the Collateral Agent any and all
         Instruments pledged hereunder, endorsed and/or accompanied by such
         instruments of assignment and transfer in such form and substance as
         may be required to perfect the pledge thereof hereunder or as the
         Collateral Agent may reasonably request; PROVIDED, that so long as no
         Default shall have occurred and be continuing, the Company may retain
         for collection in the ordinary course any Instruments received by the
         Company in the ordinary course of business and the Collateral Agent
         shall, promptly upon request of the Company, make appropriate
         arrangements for making any Instrument pledged by the Company hereunder
         available to the Company for purposes of presentation, collection or
         renewal (any such arrangement to be effected, to the extent deemed
         appropriate by the Collateral Agent, against trust receipt or like
         document);

                  (c) give, execute, deliver, file and/or record any financing
         statement, continuation statement, notice, instrument, document,
         agreement or other papers that may be necessary or desirable or that
         the Collateral Agent may reasonably request to create, preserve,
         perfect or validate the security interest granted pursuant hereto or to
         enable the Collateral Agent to exercise and enforce its rights
         hereunder with respect to such pledge and security interest, including,
         without limitation, causing any or all of the Stock Collateral to be
         transferred of record into the name of the Collateral Agent or its
         nominee (and the Collateral Agent agrees that if any Stock Collateral
         is transferred into its name or the name of its nominee, the Collateral
         Agent will thereafter promptly give to the Company copies of any



                                      -13-
<PAGE>   14

         notices and communications received by it with respect to the Stock
         Collateral), PROVIDED that notices to account debtors in respect of any
         Accounts or Instruments shall be subject to the provisions of clause
         (g) below;

                  (d) upon the acquisition after the date hereof by the Company
         of any Equipment covered by a certificate of title or ownership, cause
         the Collateral Agent to be listed as the lienholder on such certificate
         of title and within 120 days of the acquisition thereof deliver
         evidence of the same to the Collateral Agent;

                  (e) keep full and accurate books and records relating to the
         Collateral, and stamp or otherwise mark such books and records in such
         manner as may be necessary to reflect the security interests granted by
         this Agreement;

                  (f) permit representatives of the Collateral Agent, upon
         reasonable notice, at any time during normal business hours to inspect
         and make abstracts from its books and records pertaining to the
         Collateral, and permit representatives of the Collateral Agent to be
         present at the Company's place of business to receive copies of all
         communications and remittances relating to the Collateral, and forward
         copies of any notices or communications received by the Company with
         respect to the Collateral, all to the extent and in such manner as the
         Collateral Agent may reasonably request; and

                  (g) upon the occurrence and during the continuance of any
         Default, upon request of the Collateral Agent, promptly notify (and the
         Company hereby authorizes the Collateral Agent so to notify) each
         account debtor in respect of any Accounts or Instruments that such
         Collateral has been assigned to the Collateral Agent hereunder, and
         that any payments due or to become due in respect of such Collateral
         are to be made directly to the Securities Account.

                  5.02. OTHER FINANCING STATEMENTS AND LIENS. Without the prior
written consent of the Collateral Agent, the Company shall not file or suffer to
be on file, or authorize or permit to be filed or to be on file, in any
jurisdiction, any financing statement or like instrument with respect to the
Collateral in which the Collateral Agent is not named as the sole secured party.

                  5.03. PRESERVATION OF RIGHTS. The Collateral Agent shall not
be required to take steps necessary to preserve any rights against third parties
to any of the Collateral.

                  5.04. SPECIAL PROVISIONS RELATING TO STOCK COLLATERAL.

                  (a) So long as no Event of Default shall have occurred and be
         continuing, the Company shall have the right to exercise all voting,
         consensual and other powers of ownership pertaining to the Stock
         Collateral for all purposes not inconsistent with the terms of this
         Agreement, the Note Purchase Agreement, the Notes or any other related
         instrument or agreement referred to herein or therein, PROVIDED that
         the Company agrees that it will not vote the Stock Collateral in any



                                      -14-
<PAGE>   15

         manner that is inconsistent with the terms of any Note Document or any
         other instrument or agreement; and the Collateral Agent shall execute
         and deliver to the Company or cause to be executed and delivered to the
         Company all such proxies, powers of attorney, dividend and other
         orders, and all such instruments, without recourse, as the Company may
         reasonably request for the purpose of enabling the Company to exercise
         the rights and powers that it is entitled to exercise pursuant to this
         Section 5.04(a).

                  (b) If any Account Notice Event shall have occurred, then so
         long as such Account Notice Event shall continue, and whether or not
         the Collateral Agent exercises any available right to declare any
         Secured Obligation due and payable or seeks or pursues any other relief
         or remedy available to it under applicable law or under this Agreement,
         the Note Purchase Agreement, the Notes or any other agreement relating
         to such Secured Obligation, to the extent not already delivered
         pursuant to Section 5.01, all dividends and other distributions on the
         Stock Collateral shall be paid directly to the Collateral Agent and
         deposited by it into the Securities Account, subject to the terms of
         this Agreement, and, if the Collateral Agent shall so request in
         writing, the Company agrees to execute and deliver to the Collateral
         Agent appropriate additional dividend, distribution and other orders
         and documents to that end.

                  5.05. EVENTS OF DEFAULT, ETC. Subject to the last sentence of
this Section 5.05, during the period during which (i) with respect to any cash
contained in the BGLS Checking Account and all cash dividends and cash proceeds
of any of the Stock Collateral, an Account Notice Event shall have occurred and
be continuing and (ii) with respect to all other Collateral, an Event of Default
shall have occurred and be continuing:

                  (a) the Company shall, at the request of the Collateral Agent,
         assemble the Collateral owned by it at such place or places, reasonably
         convenient to both the Collateral Agent and the Company, designated in
         its request;

                  (b) the Collateral Agent may make any reasonable compromise or
         settlement deemed desirable with respect to any of the Collateral and
         may extend the time of payment, arrange for payment in installments, or
         otherwise modify the terms of, any of the Collateral;

                  (c) the Collateral Agent shall have all of the rights and
         remedies with respect to the Collateral of a secured party under the
         Uniform Commercial Code (whether or not the Uniform Commercial Code is
         in effect in the jurisdiction where the rights and remedies are
         asserted) and such additional rights and remedies to which a secured
         party is entitled under the laws in effect in any jurisdiction where
         any rights and remedies hereunder may be asserted, including, without



                                      -15-
<PAGE>   16

         limitation, the right, to the maximum extent permitted by law, to
         exercise all voting, consensual and other powers of ownership
         pertaining to the Collateral as if the Collateral Agent were the sole
         and absolute owner thereof (and the Company agrees to take all such
         action as may be appropriate to give effect to such right);

                  (d) the Collateral Agent in its discretion may, in its name or
         in the name of the Company or otherwise, demand, sue for, collect or
         receive any money or property at any time payable or receivable on
         account of or in exchange for any of the Collateral, but shall be under
         no obligation to do so; and

                  (e) the Collateral Agent may, upon ten business days' prior
         written notice to the Company of the time and place, with respect to
         the Collateral or any part thereof that shall then be or shall
         thereafter come into the possession, custody or control of the
         Collateral Agent or any of its agents, sell, lease, assign or otherwise
         dispose of all or any part of such Collateral, at such place or places
         as the Collateral Agent deems best, and for cash or for credit or for
         future delivery (without thereby assuming any credit risk), at public
         or private sale, without demand of performance or notice of intention
         to effect any such disposition or of the time or place thereof (except
         such notice as is required above or by applicable statute and cannot be
         waived), and the Collateral Agent or anyone else may be the purchaser,
         lessee, assignee or recipient of any or all of the Collateral so
         disposed of at any public sale (or, to the extent permitted by law, at
         any private sale) and thereafter hold the same absolutely, free from
         any claim or right of whatsoever kind, including any right or equity of
         redemption (statutory or otherwise), of the Company, any such demand,
         notice and right or equity being hereby expressly waived and released.
         The Collateral Agent may, without notice or publication, adjourn any
         public or private sale or cause the same to be adjourned from time to
         time by announcement at the time and place fixed for the sale, and such
         sale may be made at any time or place to which the sale may be so
         adjourned.

The proceeds of each collection, sale or other disposition under this Section
5.05 shall be applied in accordance with Section 5.13 hereof.

                  5.06. REGISTRATION RIGHTS.

                  (a) If the Collateral Agent shall determine to exercise its
         right to sell any or all of the Stock Collateral, and if in the opinion
         of the Collateral Agent it is necessary or advisable to have the Stock
         Collateral, or that portion thereof to be sold, registered under the
         provisions of the Securities Act, the Company will cause the issuer
         thereof to (i) execute and deliver, and cause the directors and
         officers of such issuer to execute and deliver, all such instruments
         and documents, and do or cause to be done all such other acts as may
         be, in the opinion of the Collateral Agent, necessary or advisable to
         register the Stock Collateral, or that portion thereof to be sold,


                                      -16-
<PAGE>   17

         under the provisions of the Securities Act, (ii) use its best efforts
         to cause the registration statement relating thereto to become
         effective and to remain effective for a period of one year from the
         date of the first public offering of the Stock Collateral, or that
         portion thereof to be sold and (iii) make all amendments thereto and/or
         to the related prospectus which, in the opinion of the Collateral
         Agent, are necessary or advisable, all in conformity with the
         requirements of the Securities Act and the rules and regulations of the
         Securities and Exchange Commission applicable thereto. The Company
         agrees to cause such issuer to comply with the provisions of the
         securities or "Blue Sky" laws of any and all jurisdictions which the
         Collateral Agent shall designate and to make available to its security
         holders, as soon as practicable, an earnings statement (which need not
         be audited) which will satisfy the provisions of Section 11(a) of the
         Securities Act.

                  (b) The Company recognizes that the Collateral Agent may be
         unable to effect a public sale of any or all the Stock Collateral, by
         reason of certain prohibitions contained in the Securities Act and
         applicable state securities laws or otherwise, and may be compelled to
         resort to one or more private sales thereof to a restricted group of
         purchasers which will be obliged to agree, among other things, to
         acquire such securities for their own account for investment and not
         with a view to the distribution or resale thereof. The Company
         acknowledges and agrees that any such private sale may result in prices
         and other terms less favorable than if such sale were a public sale
         and, notwithstanding such circumstances, agrees that any such private
         sale shall be deemed to have been made in a commercially reasonable
         manner. The Collateral Agent shall be under no obligation to delay a
         sale of any of the Stock Collateral for the period of time necessary to
         permit the issuer thereof to register such securities for public sale
         under the Securities Act, or under applicable state securities laws,
         even if such issuer would agree to do so.

                  (c) The Company agrees to use its best efforts to do or cause
         to be done all such other acts as may be necessary to make such sale or
         sales of all or any portion of the Stock Collateral pursuant to this
         Section 5.06 valid and binding and in compliance with any and all other
         applicable law. The Company further agrees that a breach of any of the
         covenants contained in this Section 5.06 will cause irreparable injury
         to the Collateral Agent and the Holders, that the Collateral Agent and
         the Holders have no adequate remedy at law in respect of such breach
         and, as a consequence, that each and every covenant contained in this
         Section 5.06 shall be specifically enforceable against the Company, and
         the Company hereby waives and agrees not to assert any defenses against
         an action for specific performance of such covenants except for a
         defense that no Event of Default has occurred under the Note Purchase
         Agreement.



                                      -17-
<PAGE>   18

                  5.07. DEFICIENCY. If the proceeds of sale, collection or other
realization of or upon the Collateral pursuant to Sections 5.05 or 5.06 hereof
are insufficient to cover the costs and expenses of such realization and the
payment in full of the Secured Obligations, the Company shall remain liable for
any deficiency.

                  5.08. REMOVALS, ETC. Without at least 30 days' prior written
notice to the Collateral Agent, the Company shall not (i) maintain any of its
books and records with respect to the Collateral at any office or maintain its
principal place of business at any place, or permit any Inventory or Equipment
to be located anywhere, other than at the address indicated beneath the
signature of the Company to the Note Purchase Agreement or at one of the
locations identified in Annex 3 hereto or in transit from one of such locations
to another, (ii) change its name, or the name under which it does business,
identity or corporate structure to such an extent that any financing statement
filed in connection with this Agreement would become misleading and (iii) change
its jurisdiction of organization or the location of its chief executive office
or sole place of business from that identified in Annex 3.

                  5.09. MAINTENANCE OF INSURANCE.

                  (a) At any time the Company holds Material amounts of
         Inventory and Equipment, the Company shall maintain, with financially
         sound and reputable companies, insurance policies (i) insuring the
         Inventory and Equipment (including Motor Vehicles) against loss by
         fire, explosion, theft and such other casualties as may be reasonably
         satisfactory to the Majority Holders and (ii) insuring the Company, the
         Collateral Agent and the Holders against liability for personal injury
         and property damage relating to such Inventory and Equipment (including
         Motor Vehicles), such policies to be in such form and amounts and
         having such coverage as may be reasonably satisfactory to the
         Collateral Agent and the Majority Holders.

                  (b) All such insurance shall (i) provide that no cancellation,
         material reduction in amount or material change in coverage thereof
         shall be effective until at least 30 days after receipt by the
         Collateral Agent of written notice thereof, (ii) name the Collateral
         Agent as insured party or loss payee, (iii) if reasonably requested by
         the Collateral Agent, include a breach of warranty clause and (iv) be
         reasonably satisfactory in all other respects to the Collateral Agent.

                  (c) The Company shall deliver to the Collateral Agent and the
         Holders a report of a reputable insurance broker with respect to such
         insurance substantially concurrently with each delivery of the
         Company's audited annual financial statements and such supplemental
         reports with respect thereto as the Collateral Agent may from time to
         time reasonably request.

                  5.10. PAYMENT OF OBLIGATIONS. The Company shall pay and
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all taxes, assessment and governmental charges
or levies imposed upon the Collateral or in respect of income or profits



                                      -18-
<PAGE>   19

therefrom, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings,
reserves in conformity with GAAP with respect thereto have been provided on the
books of the Company and such proceedings could not reasonably be expected to
result in the sale, forfeiture or loss of any material portion of the Stock
Collateral or any interest therein. In its reasonable discretion, the Collateral
Agent may discharge taxes and other encumbrances at any time levied or placed on
any of the Collateral, make repairs thereto and pay any necessary filing fees.
The Company agrees to reimburse the Collateral Agent on demand for any and all
expenditures so made. The Collateral Agent shall have no obligation to the
Company to make any such expenditures, nor shall the making thereof relieve the
Company of any default.

         Notwithstanding anything to the contrary contained herein, the Company
shall remain liable under each contract or agreement comprised in the Collateral
to be observed or performed by the Company thereunder. The Collateral Agent
shall not have any obligation or liability under any such contract or agreement
by reason of or arising out of this Agreement or the receipt by the Collateral
Agent of any payment relating to any of the Collateral, nor shall the Collateral
Agent be obligated in any manner to perform any of the obligations of the
Company under or pursuant to any such contract or agreement, to make inquiry as
to the nature or sufficiency of any payment received by the Collateral Agent in
respect of the Collateral or as to the sufficiency of any performance by any
party under any such contract or agreement, to present or file any claim, to
take any action to enforce any performance or to collect the payment of any
amounts which may have been assigned to the Collateral Agent or to which the
Collateral Agent may be entitled at any time or times. The Collateral Agent's
sole duty with respect to the custody, safe keeping, and physical preservation
of the Collateral in its possession, under the Uniform Commercial Code of the
applicable jurisdiction or otherwise, shall be to deal with such Collateral in
the same manner as the Collateral Agent deals with similar property for its own
account.

                  5.11. NOTICES. The Company shall advise the Collateral Agent
and the Holders promptly, in reasonable detail, of:

                  (a) any Lien (other than security interests created hereby or
         Liens permitted under the Note Purchase Agreement) on any of the
         Collateral which would adversely affect the ability of the Collateral
         Agent to exercise any of its remedies hereunder; and

                  (b) of the occurrence of any other event which could
         reasonably be expected to have a material adverse effect on the
         aggregate value of the Collateral or on the security interests created
         hereby.

                  5.12. PRIVATE SALE. The Collateral Agent shall incur no
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 5.05 or 5.06 hereof conducted in a commercially
reasonable manner. The Company hereby waives any claims against the Collateral



                                      -19-
<PAGE>   20

Agent arising by reason of the fact that the price at which the Collateral may
have been sold at such a private sale was less than the price that might have
been obtained at a public sale or was less than the aggregate amount of the
Secured Obligations, even if the Collateral Agent accepts the first offer
received and does not offer the Collateral to more than one offeree.

                  5.13. APPLICATION OF PROCEEDS. Except as otherwise herein
expressly provided, the proceeds of any collection, sale or other realization of
all or any part of the Collateral pursuant hereto, and any other cash at the
time held by the Collateral Agent shall be applied by the Collateral Agent:

                  FIRST, to the payment of the costs and expenses of such
         collection, sale or other realization, including reasonable
         out-of-pocket costs and expenses of the Collateral Agent and the fees
         and expenses of its agents and counsel and other professional advisors,
         and all expenses incurred and advances made by the Collateral Agent in
         connection therewith;

                  NEXT, to the payment in full of the Secured Obligations; and

                  FINALLY, to the payment to the Company, or its successors or
         assigns, or as a court of competent jurisdiction may direct, of any
         surplus then remaining.

         As used in this Section 5, "PROCEEDS" of Collateral shall mean cash,
securities and other property realized in respect of, and distributions in kind
of, Collateral, including any thereof received under any reorganization,
liquidation or adjustment of debt of the Company or any issuer of or obligor on
any of the Collateral.

                  5.14. ATTORNEY-IN-FACT. Without limiting any rights or powers
granted by this Agreement to the Collateral Agent while no Event of Default has
occurred and is continuing, upon the occurrence and during the continuance of
any Event of Default the Collateral Agent is hereby appointed the
attorney-in-fact of the Company for the purpose of carrying out the provisions
of this Section 5 and taking any action and executing any instruments that the
Collateral Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, so long as the
Collateral Agent shall be entitled under this Section 5 to make collections in
respect of the Collateral, the Collateral Agent shall have the right and power
to receive, endorse and collect all checks made payable to the order of the
Company representing any dividend, payment or other distribution in respect of
the Collateral or any part thereof and to give full discharge for the same.

                  5.15. TERMINATION. When all Secured Obligations shall have
been paid in full, this Agreement shall terminate, and the Collateral Agent
shall forthwith cause to be assigned, transferred and delivered, against receipt
but without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order of the
Company. The Collateral Agent shall also execute and deliver to the Company upon



                                      -20-
<PAGE>   21

such termination such Uniform Commercial Code termination statements,
certificates for terminating the Liens on the Motor Vehicles and such other
documentation as shall be reasonably requested by the Company to effect the
termination and release of the Liens on the Collateral.

                  5.16. FURTHER ASSURANCES. The Company agrees that, from time
to time it will execute and deliver such further documents and do such other
acts and things as may be necessary or appropriate or as the Collateral Agent
may reasonably request in order fully to effect the purposes of this Agreement.

                  5.17. RELEASE OF MOTOR VEHICLES. So long as no Default shall
have occurred and be continuing, upon the request of the Company, the Collateral
Agent shall execute and deliver to the Company such instruments as the Company
shall reasonably request to remove the notation of the Collateral Agent as
lienholder on any certificate of title for any Motor Vehicle; PROVIDED that any
such instruments shall be delivered, and the release effective only upon receipt
by the Collateral Agent of a certificate from the Company stating that the Motor
Vehicle the lien on which is to be released is to be sold or has suffered a
casualty loss (with title thereto passing to the casualty insurance company
therefor in settlement of the claim for such loss).

         Section 6. MISCELLANEOUS.

                  6.01. NO WAIVER. No failure on the part of the Collateral
Agent to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Collateral Agent of any
right, power or remedy hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The remedies herein are
cumulative and are not exclusive of any remedies provided by law.

                  6.02. NOTICES. All notices, requests, consents and demands
hereunder shall be in writing and telecopied or delivered to the intended
recipient at its "Address for Notices" specified pursuant to Section 19 of the
Note Purchase Agreement and shall be deemed to have been given at the times
specified in said Section 19.

                  6.03. AMENDMENTS, ETC. The terms of this Agreement may be
waived, altered or amended only by an instrument in writing duly executed by the
Company and the Collateral Agent in accordance with Section 18 of the Note
Purchase Agreement. Any such amendment or waiver shall be binding upon the
Collateral Agent, each holder of any of the Secured Obligations and the Company.

                  6.04. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Company, the Collateral Agent and each holder of any of the Secured Obligations
(PROVIDED, however, that the Company shall not assign or transfer its rights
hereunder without the prior written consent of the Collateral Agent).

                  6.05. CAPTIONS. The captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.




                                      -21-
<PAGE>   22

                  6.06. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and either of the parties hereto may execute this Agreement by
signing any such counterpart. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

                  6.07. GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law
of such State that would require the application of the laws of a jurisdiction
other than such State.

                  6.08. AGENTS AND ATTORNEYS-IN-FACT. The Collateral Agent may
employ agents and attorneys-in-fact in connection herewith and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

                  6.09. SEVERABILITY. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Collateral Agent
in order to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.

                  6.10. ENVIRONMENTAL INDEMNIFICATION OF COLLATERAL AGENT AND
HOLDERS. The Company hereby agrees to indemnify the Collateral Agent and the
Holders from, and hold the Collateral Agent and the Holders harmless against,
any losses, liabilities, claims, damages or expenses arising under any
Environmental Law as a result of the past, present or future operations of the
Company or any of its Subsidiaries following the exercise by the Collateral
Agent of any of its rights and remedies under this Agreement.

                  6.11. INDEMNIFICATION OF NV HOLDINGS. The Company hereby
agrees to indemnify NV Holdings for, and hold it harmless against, any claim,
demand, expense (including but not limited to attorneys' fees), loss or
liability incurred by it arising solely out of or in connection with its being
an affiliate of the Company. The Company hereby acknowledges that the indemnity
contained in this Section 6.11 is for the benefit of NV Holdings and that NV
Holdings is relying on said indemnity as a basis for entering into the NV
Holdings Pledge Agreement.

                  6.12. INTEGRATION. This Agreement and the other Note Documents
represent the agreement of the Company, the Collateral Agent and the Holders
with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Collateral Agent or
any Holder relative to subject matter hereof and thereof not expressly set forth
or referred to herein or in the other Note Documents.


                                      -22-
<PAGE>   23

                  6.13. ACKNOWLEDGEMENTS. The Company hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Note Documents
         to which it is a party;

                  (b) neither the Collateral Agent nor any Holder has any
         fiduciary relationship with or duty to the Company arising out of or in
         connection with this Agreement or any of the other Note Documents, and
         the relationship between the Company, on the one hand, and the
         Collateral Agent and Holders, on the other hand, in connection herewith
         or therewith is solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Note
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Holders or among the Company and the
         Holders.

                  6.14. ADDITIONAL SUBSIDIARIES. The Company shall cause each
new Subsidiary of the Company to execute and deliver an acknowledgment and
undertaking substantially in the form of the acknowledgments and undertakings
attached hereto and to do such other acts and things as the Collateral Agent may
reasonably request in order fully to effect the purposes of this Agreement.



                                      -23-
<PAGE>   24

         IN WITNESS WHEREOF, the parties hereto have caused this Pledge and
Security Agreement to be duly executed and delivered as of the day and year
first above written.

                                    BGLS INC.



                                    By:   /s/ RICHARD J. LAMPEN
                                          -------------------------------------
                                          Name: Richard J. Lampen
                                          Title: Executive Vice President

                                    UNITED STATES TRUST COMPANY OF NEW YORK,
                                    as Collateral Agent

                                    By:   /s/ PATRICIA GALLAGHER
                                          -------------------------------------
                                          Name: Patricia Gallagher
                                          Title: Assistant Vice President



                                      -24-
<PAGE>   25


                         ACKNOWLEDGMENT AND UNDERTAKING

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, New Valley Holdings, Inc., a Delaware corporation
("NV HOLDINGS") hereby acknowledges receipt of a copy of the foregoing Pledge
and Security Agreement dated as of May 14, 2001 and agrees as follows (with
capitalized terms used and not otherwise defined below that are defined in such
Pledge and Security Agreement having the meanings ascribed to such terms
therein):

         1. NV Holdings will promptly note on its books the security interests
granted under such Pledge and Security Agreement in the applicable Pledged
Stock.

         2. NV Holdings hereby waives any rights or requirement at any time
hereafter to receive a copy of such Pledge and Security Agreement in connection
with the registration of any Stock Collateral in the name of the Collateral
Agent or its nominee or the exercise of voting rights by the Collateral Agent.

         3. NV Holdings agrees (a) to take all actions contemplated to be taken
by it under the Pledge and Security Agreement, (b) to comply with all provisions
thereof and (c) not to participate in any transaction that is inconsistent with
its obligations hereunder or thereunder.

         The undersigned hereby represents and warrants that (a) the execution,
delivery and performance of this Acknowledgment and Undertaking has been duly
authorized by all necessary action on the part of the undersigned, (b) the
undersigned has duly executed and delivered this Acknowledgment and Undertaking
and (c) this Acknowledgment and Undertaking is its legal, valid and binding
obligation, enforceable against the undersigned in accordance with its terms.
This Acknowledgment and Undertaking shall be governed by, and construed in
accordance with, the law of the State of New York.

         This Acknowledgment and Undertaking may not be terminated, revoked,
amended or otherwise modified without the prior written consent of the
Collateral Agent, which is an express third-party beneficiary hereof.

Dated:  May 14, 2001

                                       NEW VALLEY HOLDINGS, INC.



                                       By:  /s/ RICHARD J. LAMPEN
                                            ------------------------------------
                                            Name: Richard J. Lampen
                                            Title: Executive Vice President




                                      -25-
<PAGE>   26



                         ACKNOWLEDGMENT AND UNDERTAKING

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Vector Tobacco (USA) Ltd., a Delaware corporation
("VTUSA") hereby acknowledges receipt of a copy of the foregoing Pledge and
Security Agreement dated as of May 14, 2001 and agrees as follows (with
capitalized terms used and not otherwise defined below that are defined in such
Pledge and Security Agreement having the meanings ascribed to such terms
therein):

         1. VTUSA will promptly note on its books the security interests granted
under such Pledge and Security Agreement in the applicable Pledged Stock.

         2. VTUSA hereby waives any rights or requirement at any time hereafter
to receive a copy of such Pledge and Security Agreement in connection with the
registration of any Stock Collateral in the name of the Collateral Agent or its
nominee or the exercise of voting rights by the Collateral Agent.

         3. VTUSA agrees (a) to take all actions contemplated to be taken by it
under the Pledge and Security Agreement, (b) to comply with all provisions
thereof and (c) not to participate in any transaction that is inconsistent with
its obligations hereunder or thereunder.

         The undersigned hereby represents and warrants that (a) the execution,
delivery and performance of this Acknowledgment and Undertaking has been duly
authorized by all necessary action on the part of the undersigned, (b) the
undersigned has duly executed and delivered this Acknowledgment and Undertaking
and (c) this Acknowledgment and Undertaking is its legal, valid and binding
obligation, enforceable against the undersigned in accordance with its terms.
This Acknowledgment and Undertaking shall be governed by, and construed in
accordance with, the law of the State of New York.

         This Acknowledgment and Undertaking may not be terminated, revoked,
amended or otherwise modified without the prior written consent of the
Collateral Agent, which is an express third-party beneficiary hereof.

Dated:  May 14, 2001

                                       VECTOR TOBACCO (USA) LTD.



                                       By:  /s/ SAMUEL M. VEASEY
                                            -------------------------------
                                            Name:  Samuel M. Veasey
                                            Title: Vice President - Finance




                                      -26-
<PAGE>   27



                         ACKNOWLEDGMENT AND UNDERTAKING

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Vector Research Ltd., a Delaware corporation
("RESEARCH") hereby acknowledges receipt of a copy of the foregoing Pledge and
Security Agreement dated as of May 14, 2001 and agrees as follows (with
capitalized terms used and not otherwise defined below that are defined in such
Pledge and Security Agreement having the meanings ascribed to such terms
therein):

         1. Research will promptly note on its books the security interests
granted under such Pledge and Security Agreement in the applicable Pledged
Stock.

         2. Research hereby waives any rights or requirement at any time
hereafter to receive a copy of such Pledge and Security Agreement in connection
with the registration of any Stock Collateral in the name of the Collateral
Agent or its nominee or the exercise of voting rights by the Collateral Agent.

         3. Research agrees (a) to take all actions contemplated to be taken by
it under the Pledge and Security Agreement, (b) to comply with all provisions
thereof and (c) not to participate in any transaction that is inconsistent with
its obligations hereunder or thereunder.

         The undersigned hereby represents and warrants that (a) the execution,
delivery and performance of this Acknowledgment and Undertaking has been duly
authorized by all necessary action on the part of the undersigned, (b) the
undersigned has duly executed and delivered this Acknowledgment and Undertaking
and (c) this Acknowledgment and Undertaking is its legal, valid and binding
obligation, enforceable against the undersigned in accordance with its terms.
This Acknowledgment and Undertaking shall be governed by, and construed in
accordance with, the law of the State of New York.

         This Acknowledgment and Undertaking may not be terminated, revoked,
amended or otherwise modified without the prior written consent of the
Collateral Agent, which is an express third-party beneficiary hereof.

Dated:  May 14, 2001

                                         VECTOR RESEARCH LTD.



                                         By:  /s/ JOSELYNN D. VAN SICLEN
                                              -------------------------------
                                              Name:  Joselynn D. Van Siclen
                                              Title: Vice President




                                      -27-
<PAGE>   28



                         ACKNOWLEDGMENT AND UNDERTAKING

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Brooke (Overseas) Ltd., a Delaware corporation
("BROOKE OVERSEAS") hereby acknowledges receipt of a copy of the foregoing
Pledge and Security Agreement dated as of May 14, 2001 and agrees as follows
(with capitalized terms used and not otherwise defined below that are defined in
such Pledge and Security Agreement having the meanings ascribed to such terms
therein):

         1. Brooke Overseas will promptly note on its books the security
interests granted under such Pledge and Security Agreement in the applicable
Pledged Stock.

         2. Brooke Overseas hereby waives any rights or requirement at any time
hereafter to receive a copy of such Pledge and Security Agreement in connection
with the registration of any Stock Collateral in the name of the Collateral
Agent or its nominee or the exercise of voting rights by the Collateral Agent.

         3. Brooke Overseas agrees (a) to take all actions contemplated to be
taken by it under the Pledge and Security Agreement, (b) to comply with all
provisions thereof and (c) not to participate in any transaction that is
inconsistent with its obligations hereunder or thereunder.

         The undersigned hereby represents and warrants that (a) the execution,
delivery and performance of this Acknowledgment and Undertaking has been duly
authorized by all necessary action on the part of the undersigned, (b) the
undersigned has duly executed and delivered this Acknowledgment and Undertaking
and (c) this Acknowledgment and Undertaking is its legal, valid and binding
obligation, enforceable against the undersigned in accordance with its terms.
This Acknowledgment and Undertaking shall be governed by, and construed in
accordance with, the law of the State of New York.

         This Acknowledgment and Undertaking may not be terminated, revoked,
amended or otherwise modified without the prior written consent of the
Collateral Agent, which is an express third-party beneficiary hereof.

Dated:  May 14, 2001

                                     BROOKE (OVERSEAS) LTD.



                                     By:  /s/ RICHARD J. LAMPEN
                                          ------------------------------------
                                          Name:  Richard J. Lampen
                                          Title: Executive Vice President




                                      -28-
<PAGE>   29



                         ACKNOWLEDGMENT AND UNDERTAKING

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, New Valley Corporation, a Delaware corporation
("NEW VALLEY") hereby acknowledges receipt of a copy of the foregoing Pledge and
Security Agreement dated as of May 14, 2001 and agrees as follows (with
capitalized terms used and not otherwise defined below that are defined in such
Pledge and Security Agreement having the meanings ascribed to such terms
therein):

         1. New Valley will promptly note on its books the security interests
granted under such Pledge and Security Agreement in the applicable Stock
Collateral.

         2. New Valley hereby waives any rights or requirement at any time
hereafter to receive a copy of such Pledge and Security Agreement in connection
with the registration of any Stock Collateral in the name of the Collateral
Agent or its nominee or the exercise of voting rights by the Collateral Agent.

         3. New Valley agrees (a) to take all actions contemplated to be taken
by it under the Pledge and Security Agreement, (b) to comply with all provisions
thereof and (c) not to participate in any transaction that is inconsistent with
its obligations hereunder or thereunder.

         The undersigned hereby represents and warrants that (a) the execution,
delivery and performance of this Acknowledgment and Undertaking has been duly
authorized by all necessary action on the part of the undersigned, (b) the
undersigned has duly executed and delivered this Acknowledgment and Undertaking
and (c) this Acknowledgment and Undertaking is its legal, valid and binding
obligation, enforceable against the undersigned in accordance with its terms.
This Acknowledgment and Undertaking shall be governed by, and construed in
accordance with, the law of the State of New York.

         This Acknowledgment and Undertaking may not be terminated, revoked,
amended or otherwise modified without the prior written consent of the
Collateral Agent, which is an express third-party beneficiary hereof.

Dated:  May 14, 2001

                                          NEW VALLEY CORPORATION



                                          By:  /s/ RICHARD J. LAMPEN
                                               -------------------------------
                                               Name:  Richard J. Lampen
                                               Title: Executive Vice President




                                      -29-
<PAGE>   30



                         ACKNOWLEDGMENT AND UNDERTAKING

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Brooke Group Holding Inc., a Delaware corporation
("BROOKE HOLDING") hereby acknowledges receipt of a copy of the foregoing Pledge
and Security Agreement dated as of May 14, 2001 and agrees as follows (with
capitalized terms used and not otherwise defined below that are defined in such
Pledge and Security Agreement having the meanings ascribed to such terms
therein):

         1. Brooke Holding will promptly note on its books the security
interests granted under such Pledge and Security Agreement in the applicable
Pledged Stock.

         2. Brooke Holding hereby waives any rights or requirement at any time
hereafter to receive a copy of such Pledge and Security Agreement in connection
with the registration of any Stock Collateral in the name of the Collateral
Agent or its nominee or the exercise of voting rights by the Collateral Agent.

         3. Brooke Holding agrees (a) to take all actions contemplated to be
taken by it under the Pledge and Security Agreement, (b) to comply with all
provisions thereof and (c) not to participate in any transaction that is
inconsistent with its obligations hereunder or thereunder.

         The undersigned hereby represents and warrants that (a) the execution,
delivery and performance of this Acknowledgment and Undertaking has been duly
authorized by all necessary action on the part of the undersigned, (b) the
undersigned has duly executed and delivered this Acknowledgment and Undertaking
and (c) this Acknowledgment and Undertaking is its legal, valid and binding
obligation, enforceable against the undersigned in accordance with its terms.
This Acknowledgment and Undertaking shall be governed by, and construed in
accordance with, the law of the State of New York.

         This Acknowledgment and Undertaking may not be terminated, revoked,
amended or otherwise modified without the prior written consent of the
Collateral Agent, which is an express third-party beneficiary hereof.

Dated:  May 14, 2001

                                        BROOKE GROUP HOLDING INC.



                                        By:  /s/ RICHARD J. LAMPEN
                                             ---------------------------------
                                             Name:  Richard J. Lampen
                                             Title: Executive Vice President





                                      -30-
<PAGE>   31


                                                                         ANNEX 1

                                  PLEDGED STOCK

<TABLE>
<CAPTION>

ISSUER                        CERTIFICATE NOS.           REGISTERED OWNER            NUMBER OF SHARES
------                        ---------------            ----------------            ----------------
<S>                              <C>                     <C>                         <C>
New Valley Corporation        NV 1712                    BGLS Inc.                   83,628 shares of common
                                                                                     stock, par value $.01
                                                                                     per share.

New Valley Corporation        NV 1710                    BGLS Inc.                   1,974 shares of common
                                                                                     stock, par value $.01
                                                                                     per share.

New Valley Corporation        W 2096                     BGLS Inc.                   5,924 warrants to
                                                                                     purchase shares of
                                                                                     Common Stock, par value
                                                                                     $.01 per share.

New Valley Corporation        W 2098                     BGLS Inc.                   1,254,425 warrants to
                                                                                     purchase shares of
                                                                                     Common Stock, par value
                                                                                     $.01 per share.

Vector Tobacco (USA), LTD.    1                          BGLS Inc.                   100 shares of common
                                                                                     stock, par value $.01
                                                                                     per share.

Brooke (Overseas) Ltd.        2                          BGLS Inc.                   10 shares of common
                                                                                     stock, par value $.01
                                                                                     per share.

Vector Research Ltd.          2                          BGLS Inc.                   100 shares, $.01 par
                                                                                     value per share.

Brooke Group Holding Inc.     2                          BGLS Inc.                   1,000 shares, $.10 par
                                                                                     value per share.

New Valley Holdings, Inc.     1                          BGLS Inc.                   100 shares, $.01 par
                                                                                     value per share.

</TABLE>



<PAGE>   32


                                                                         ANNEX 2

                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS

                         UNIFORM COMMERCIAL CODE FILINGS

                           Delaware Secretary of State
                           Florida Secretary of State

                          PATENT AND TRADEMARK FILINGS

                                      None

                    ACTIONS WITH RESPECT TO STOCK COLLATERAL

Delivery to Collateral Agents of certificates representing Pledged Stock in the
State of New York along with a stock power endorsed in blank.

                                  OTHER ACTIONS

1.       Execution and delivery of the Account Control Agreement by the Company,
         the Collateral Agent and the securities intermediary party thereto.


2.       Delivery of pledged notes to the Collateral Agent in New York with
         effective endorsements in blank.


<PAGE>   33


                                                                         ANNEX 3

                             CHIEF EXECUTIVE OFFICE

                                LIST OF LOCATIONS

100 S.E. Second Street
Miami, Florida  33131


<PAGE>   34


                                                                         ANNEX 4

                              INTELLECTUAL PROPERTY

         None.


<PAGE>   35


                                                                         ANNEX 5

                                   INSTRUMENTS

$25,000,000 Secured Revolving Demand Promissory Note, dated as of March 6, 2001,
made by Vector Tobacco (USA) Ltd. and Vector Tobacco Ltd. in favor of BGLS Inc.
and Vector Group Ltd.


<PAGE>   36


                                                                         ANNEX 6

                                DEPOSIT ACCOUNTS

Account #01596108029 at Bank of America, N.A.