Exhibit 10.2

                                SECOND AMENDMENT

                                       TO

                              EMPLOYMENT AGREEMENT


         WHEREAS, GBI CAPITAL PARTNERS INC. (formerly known as GAINES, BERLAND
INC.) (the "Company"), a New York corporation, has entered into an employment
agreement (the "Agreement") with DAVID THALHEIM (the "Administrator"), dated
August 24, 1999;

         WHEREAS, the Company is a wholly-owned subsidiary of GBI Capital
Management Corp. (the "Parent"), a Florida corporation;

         WHEREAS, NEW VALLEY CORPORATION ("New Valley"), a Delaware corporation,
Parent and others have entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement") dated as of February 8, 2001, pursuant to which New Valley
will acquire beneficial ownership of in excess of 50% of the stock of the Parent
(such corporate transaction, the "Acquisition");

         WHEREAS, the Administrator desires to resign from his position
effective upon the closing of the Acquisition;

         WHEREAS, Section 13 of the Agreement provides that no modification of
or addition to the Agreement or waiver or cancellation of any provision therein
shall be valid except by a signed writing;

         NOW THEREFORE, in consideration of the promises and mutual
representations, covenants and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to the termination of the Administrator's
employment on the following terms:

         1.       The Administrator's employment shall terminate on the closing
                  of the Acquisition ("Closing").

         2.       The parties hereto acknowledge that the Administrator has
                  already performed the role and duties required of him in order
                  to facilitate the Acquisition and that no further services
                  need be rendered by the Administrator. Nonetheless, the
                  Administrator shall be entitled to full compensation and
                  benefits under the Agreement until the Closing.


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         3.       For the period commencing October 1, 2000 through the last day
                  of the commission month in which the Closing occurs, the
                  Administrator shall participate in the Annual Incentive Bonus
                  Plan and the Special Performance Incentive Plan on the same
                  basis as he currently participates in such plans on the date
                  hereof. Thereafter, the Administrator shall not participate in
                  the Annual Incentive Bonus Plan and the Special Performance
                  Incentive Plan.

         4.       At the Closing, the Administrator shall be issued 10-year
                  fully vested options under the Company's 1999 Performance
                  Equity Plan to purchase 100,000 shares of common stock at a
                  price equal to the price of the options to be granted to Mr.
                  Victor Rivas on such date. The agreement evidencing such
                  options shall be substantially in the form of Administrator's
                  Stock Option Agreement dated August 24, 1999.

         5.       All options granted to the Administrator under 3(G) of the
                  Agreement shall become exercisable in full at the Closing and
                  remain exercisable until August 23, 2009.

         6.       Section 6 of the Agreement shall survive termination of
                  Administrator's employment, but section 6(B) shall be amended
                  to read as follows: "The Administrator agrees that if the
                  Company has made and is continuing to make all required
                  payments to him and/or on his behalf upon and after
                  termination of his employment, then for a one year period
                  commencing on the Closing, the Administrator shall neither
                  directly and/or indirectly, for or on behalf of any business
                  which competes with any of the Applicable Entities (as defined
                  below) (a) solicit or hire any prior (within six (6) months of
                  termination) or then current employee of the Company,
                  Ladenburg Thalmann & Co. Inc. and/or the Parent nor any of
                  their respective direct and/or indirect subsidiaries
                  (collectively, the "Applicable Entities"), nor (b) solicit or
                  transact any business with any prior (within six (6) months of
                  termination) or then current customer and/or client of the
                  Applicable Entities. In addition, the Administrator shall not
                  attempt (directly and/or indirectly), to do anything either by
                  himself or through others that he is prohibited from doing
                  pursuant to this Section 6."

         7.       The Administrator's and his dependents' participation in any
                  and all life, disability, medical and dental insurance plans
                  shall be continued, or equivalent benefits provided to him or
                  them by the Company, through August 24, 2004, with medical
                  insurance and complete out-of-pocket reimbursement benefits,
                  consistent with past practices, through August 24, 2006, all
                  at no cost to Administrator or his dependants.

         8.       Parent shall pay the Administrator or the Administrator's
                  designee the sum of $1,000 on each of the first 24 monthly
                  anniversaries of the Closing.


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         9.       Until the two year anniversary of the Closing, the Company and
                  the Parent shall provide the Administrator with (i) RAS, VPN
                  and ILX access in the same manner as is currently being
                  provided to him, and (ii) access to Webshell or similar broker
                  tools to review his family's accounts, all at no cost to
                  Administrator.

         10.      Counsel for Parent shall prepare, at Parent's cost, all forms
                  required to be filed by the Administrator with any regulatory
                  agency or governmental body as a result of the Acquisition,
                  this Agreement and the transactions contemplated thereby and
                  hereby.

         11.      Section 8 of the Agreement shall survive termination of the
                  Administrator's employment; provided, however, that to the
                  extent Section 8 of the Agreement is inconsistent with the
                  Indemnification Agreement dated February 7, 2001 between
                  Administrator and the Parent, the Indemnification Agreement
                  shall prevail.

         12.      Sections 5(C) and 9-15 of the Agreement shall survive
                  termination of Administrator's employment.

         13.      Except as set forth herein, the Agreement and the First
                  Amendment to the Agreement, dated as of February 8, 2001,
                  shall terminate at, and be of no further force and effect from
                  and after, the Closing.

         14.      This Second Amendment to the Agreement shall become effective
                  only upon the Closing. This Second Amendment to the Agreement
                  shall become null and void on the termination of the Stock
                  Purchase Agreement prior to the consummation of the
                  transactions contemplated thereby.

         IN WITNESS WHEREOF, the parties have duly executed this Second
Amendment to the Agreement as of April 24, 2001.

GBI CAPITAL PARTNERS INC.


       /s/ Joseph Berland                    /s/ David Thalheim
---------------------------------            ---------------------------------
Name:    Joseph Berland                          DAVID THALHEIM,
Title:                                           ADMINISTRATOR


GBI CAPITAL MANAGEMENT CORP.


  /s/ Joseph Berland
------------------------------
Name:    Joseph Berland
Title: