EXHIBIT 10.2

                                SECOND AMENDMENT

                                     TO THE

                              EMPLOYMENT AGREEMENT

         WHEREAS, LADENBURG THALMANN FINANCIAL SERVICES INC. (f/k/a GBI Capital
Management Corp.) (the "Parent"), a Florida corporation, GBI CAPITAL PARTNERS
INC. (formerly known as Gaines, Berland Inc.) (the "Company"), a New York
corporation and wholly-owned subsidiary of the Parent, and RICHARD J. ROSENSTOCK
(the "Executive") have entered into an employment agreement (the "Agreement"),
dated August 24, 1999, a first amendment to the Agreement (the "First
Amendment"), dated as of February 8, 2001, and a letter amendment (the "Letter
Amendment," and together with the Agreement and First Amendment, the "Amended
Agreement"), dated as of February 8, 2001;

         WHEREAS, the Company and the Executive desire to amend the Amended
Agreement;

         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 amend the Amended Agreement as follows
(capitalized terms used herein and that are defined in the Agreement and/or the
First Amendment shall have the same meanings herein as in the Agreement and/or
the First Amendment, respectively):

         1.       Effective August 1, 2001, the Executive's annual salary, as
                  set forth in Section 1 of the First Amendment, is hereby
                  amended to Three Hundred Forty Thousand Dollars ($340,000).

         2.       Effective August 1, 2001, the Executive shall no longer be
                  entitled to the Guaranteed Bonus, as set forth in Section 1 of
                  the First Amendment.

         3.       Commencing August 1, 2001, the Executive shall be entitled to
                  receive 0.25% of all retail and institutional brokerage
                  commissions generated from the Company's Covered Offices. As
                  used herein, "Covered Offices" shall mean the Company's
                  offices located in Bethpage, New York and New York, New York
                  (Cortlandt Street). Additionally, if at any time during the
                  term of the Amended Agreement, (i) any individual whose name
                  is set forth on Exhibit A hereto ceases, for any reason, to
                  work at a Covered Office in order to begin working at another
                  affiliate office of the Parent, Ladenburg Thalmann & Co. Inc.
                  or the Company (collectively, the "Affiliate Offices"), the
                  Executive shall continue be entitled to receive 0.25% of all
                  retail and institutional brokerage commissions generated by
                  such individual at such individual's new office, and (ii) any
                  individual, (other than those persons who previously worked at
                  a Covered Office whose names are set forth on Exhibit B)
                  ceases, for any reason, to work at an Affiliate Office in
                  order to begin working at a Covered Office, the Executive
                  shall not be entitled to receive any of the commissions
                  generated by such individual at a Covered Office. All sums
                  required to be paid to the Executive pursuant to this
                  Paragraph 3 shall be paid to Executive on a monthly basis.

         4.       From August 1, 2001 through September 30, 2001, the Executive
                  shall receive the percentage set forth on Exhibit C hereto of
                  Total Revenue (as defined below) of the Parent. Commencing on
                  October 1, 2001, the Executive shall be entitled to
                  participate in the Incentive Plan; provided, however, that


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                  the Executive's participation in the Incentive Plan may be
                  limited by the Compensation Committee so that the Executive
                  may not receive in excess of the percentage set forth on
                  Exhibit C hereto of Total Revenue per year under the Incentive
                  Plan. As used herein, "Total Revenue" for any fiscal year
                  means the Parent's total consolidated revenues, as reported in
                  the Parent's audited consolidated financial statements for the
                  year.

                  During the term of the Agreement, Reason shall be deemed to
                  exist under the Agreement if after September 30, 2001, the
                  Incentive Plan is amended in any manner adverse to the
                  Executive (including without limitation any change in the
                  performance criteria or the computation of the Override) or
                  the Compensation Committee fails during any year to award the
                  Executive, upon satisfaction of the performance criteria in
                  the Incentive Plan, the percentage set forth on Exhibit C
                  hereto of Total Revenue; provided, however, that Executive
                  agrees that the Compensation Committee may amend the Incentive
                  Plan in order to change the Incentive Plan's "Year" from a
                  fiscal year ending September 30 to a fiscal year ending
                  December 31 in order to align the Plan's "Year" with that of
                  the Parent's fiscal year end.

         5.       Except as otherwise amended as hereinabove provided, the
                  Amended Agreement shall remain in full force and effect.


         IN WITNESS WHEREOF, the parties have duly executed this Second
Amendment to the Amended Agreement as of August 31, 2001.

LADENBURG THALMANN FINANCIAL SERVICES INC.  GBI CAPITAL PARTNERS INC.


  /s/ Victor M. Rivas                     /s/ Mark Zeitchick
By: _______________________________   By:  _______________________________
     Name:  Victor M. Rivas                Name:    Mark Zeitcheck
     Title: CEO                            Title:   Executive Vice President


/s/ Richard J. Rosenstock
------------------------------
RICHARD J. ROSENSTOCK,
EXECUTIVE