EXHIBIT 4.4

                                 PROMISSORY NOTE


$1,000,000.00                                                   August 31, 2001


                  FOR VALUE RECEIVED, LADENBURG THALMANN FINANCIAL SERVICES
INC., a Florida corporation ("Maker"), having an address at 590 Madison Avenue,
New York, New York 10022, hereby promises to pay to the order of
____________________, a Delaware corporation, its successors and/or assigns (any
of which is hereinafter referred to as "Holder"), at _______________________, in
lawful money of the United States, the sum of One Million Dollars and No Cents
($1,000,000.00), together with interest thereon at the Prime Rate as published
in the Wall Street Journal plus 1% from the date hereof to the date of payment,
on the earlier of (i) February 28, 2002 and (ii) the next business day after
Maker receives its federal income tax refund for the fiscal year ending
September 30, 2001 ("Refund"). At the Holder's request, payments shall be made
by wire transfer to an account designated by the Holder. This Note, however, may
be prepaid in whole or in part at any time without penalty or premium but with
payment of accrued interest to the date of prepayment. This Note is being issued
together with a Warrant, dated as of the date hereof, entitling the Holder to
purchase 100,000 shares of the Maker's common stock, par value $0.0001 per
share, at an exercise price of $1.00 per share (subject to adjustment).

                  So long as any amount under this Note remains outstanding and
unpaid, Maker will not, unless otherwise consented to in writing by the Holder,
create, incur, assume or suffer to exist (excluding the $20 million aggregate
principal amount of senior convertible promissory notes previously issued to New
Valley Corporation, Berliner Effektengesellschaft AG and Holder and the $1
million promissory note issued to _________________________________ on the date
hereof) any indebtedness for borrowed funds (institutional or otherwise) which
is not subordinated in all respects to the indebtedness under this Note.

                  Holder may, with or without notice to Maker or any guarantor
or other party liable herefor, extend or renew this Note, or extend the time for
making payment of any amount provided for herein, or accept any amount in
advance, all without affecting the liability of Maker or any other party or
guarantor liable herefor.

                  Upon the occurrence of a default, the whole sum of principal
shall become due immediately at the option of Holder. Default shall include, but
not be limited to: (i) failure to make any payment hereunder at the time
prescribed for payment; (ii) filing, as to the Maker or any guarantor or
indorser of this Note, of an involuntary petition which is not dismissed within
sixty (60) days or of a voluntary petition under the provisions of the Federal
Bankruptcy Code or any state statute for the relief of debtors; (iii) the
granting of any lien or any encumbrance by Maker on the Refund; (iv) default in
the payment of principal or interest on any obligation in excess of $50,000 for
borrowed money beyond the period of grace, if any, provided with respect thereto
or default in the performance or observance of any other term, condition or
agreement contained in any such obligation or in any agreement relating thereto,
if the effect thereof is to cause, or permit the holder or holders of such
obligation (or a trustee on behalf of such holder or holders) to cause such
obligation to become due prior to its stated maturity and such default remains
unremedied for a period of 10 days; (vi) final judgment for the payment of money




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in excess of $50,000 shall be rendered against Maker and the same shall remain
undischarged for a period of thirty (30) days during which execution of such
judgment shall not be effectively stayed; (vii) the non-payment, for any reason,
of any check tendered to Holder by Maker; or (viii) any breach or other default
by the Maker under this Note or the $10 million principal amount senior
convertible promissory note issued by Maker to ______________________ on May 7,
2001.

                  The times for the payment of the principal sum as herein
stated are of the essence of this Note. Upon the occurrence of a default, the
amount of the principal sum hereunder, plus reasonable attorneys fees and
expenses, shall bear interest from the date thereof to the actual date of
payment (whether such payment is made voluntarily or as a result of legal
process) at the maximum rate of interest permitted by law or 18% per annum,
whichever is lower, from the date of the default to the date of actual payment.

                  The Maker shall not consolidate or merge into, or transfer or
lease all or substantially all of its assets to, any person unless (i) the
person is a corporation, (ii) the person assumes in a writing reasonably
acceptable to the Holder all the obligations of the Maker under this Note and
(iii) immediately after the transaction, no default exists. The surviving
transferee or lessee corporation shall be the successor Maker, but the
predecessor Maker in the case of a transfer or lease shall not be released from
the obligation to pay the principal of and interest of this Note.

                  Maker and each other party liable herefor, whether principal,
endorser, guarantor or otherwise, jointly and severally hereby (i) waive
presentment, demand, protest, notice of dishonor and/or protest, notice of
non-payment and all other notices or demands in connection with the delivery,
acceptance, performance, default, enforcement or guaranty of this Note, (ii)
waive recourse to suretyship defenses generally, including extensions of time,
releases of security and other indulgences which may be granted from time to
time by Holder to Maker or any party liable herefor, and (iii) agree to pay all
costs and expenses, including reasonable attorneys fees, in connection with the
enforcement or collection of this Note.

                  Nothing contained in this Note or in any other agreement
between Maker and Holder shall require Maker to pay, or Holder to accept,
interest in an amount which would subject Holder to any penalty or forfeiture
under applicable law. In no event shall the total of all charges payable
hereunder, whether of interest or of such other charges which may or might be
characterized as interest, exceed the maximum rate permitted to be charged under
applicable law. Should Holder receive any payment which is or would be in excess
of that permitted to be charged under such applicable law, such payment shall
have been and shall be deemed to have been made in error and shall automatically
be applied to reduce the principal balance outstanding on this Note.

                  Holder shall not, by any act, delay, omission or otherwise, be
deemed to have waived any of its rights and/or remedies hereunder, and no waiver
whatsoever shall be valid unless in writing, signed by Holder, and then only to
the extent therein set forth. The making of any demands or the giving of any
notices by Holder or a waiver by Holder of any right and/or remedy hereunder on
any one occasion shall not be construed as a bar to or waiver of any right
and/or remedy which Holder would otherwise have on any future occasion. All
rights and remedies of Holder shall be cumulative and may be exercised singly or
concurrently.



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                  This Note may be assigned at any time by Holder to any person
controlling, controlled by or under common control with the Holder or to any
affiliate of the Holder on notice to Maker.

                  The terms and provisions hereof shall survive the payment,
cancellation or surrender of this Note. Any instrument taken by Holder in
payment of, or for application against, any obligation of Maker or any other
party liable herefor shall not operate as a discharge of such obligation until
the instrument is finally paid, notwithstanding the fact that a bank may be the
maker, drawer or acceptor of such instrument.

                  This Note shall be governed and construed in accordance with
the law of the State of New York without giving effect to choice of law
principles. MAKER AND EACH OTHER PARTY LIABLE HEREFOR, IN ANY LITIGATION IN
WHICH HOLDER SHALL BE AN ADVERSE PARTY, WAIVES TRIAL BY JURY AND WAIVES THE
RIGHT TO INTERPOSE ANY DEFENSE, SETOFF OR COUNTERCLAIM OF ANY NATURE OR
DESCRIPTION. ANY SUCH LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION
OF THE NEW YORK STATE OR FEDERAL COURTS LOCATED IN NEW YORK CITY.


                                    LADENBURG THALMANN FINANCIAL SERVICES INC.


                                    By:
                                       ---------------------------------------
                                       Name: J. Bryant Kirkland III
                                       Title: Chief Financial Officer