FIRST AMENDMENT

                                     TO THE

                              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 RICHARD J. ROSENSTOCK (the "Executive"), 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,
and Parent have entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") dated as of February 8, 2001 by 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 Company and the Executive desire to amend the Agreement in
order to facilitate 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 amend the Agreement as follows:

         1.       The Executive's title with the Parent, as set forth in Section
                  2 of the Agreement, is hereby amended to be Vice Chairman and
                  Chief Operating Officer. The Executive's annual salary, as set
                  forth in Section 3(A) of the Agreement, is hereby amended to
                  Five Hundred Thousand Dollars ($500,000). The Executive shall
                  also be entitled to a guaranteed minimum annual bonus of Two
                  Hundred and Fifty Thousand Dollars ($250,000), payable on the
                  same basis as Executive's salary under Section 3(A) hereof and
                  prorated for the period commencing with the closing of the
                  Stock Purchase Agreement through September 30, 2001 (the
                  "Guaranteed Bonus").


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         2.       The Executive's participation in the Annual Incentive Bonus
                  Plan (the "Bonus Plan") may be limited by the Compensation
                  Committee so that the Executive may not receive in excess of
                  22 1/2% of the bonus pool ("Pool") per fiscal year under the
                  Bonus Plan; provided, however, that the Compensation Committee
                  may determine that the Guaranteed Bonus shall be credited
                  against any amounts due to the Executive under the Bonus Plan
                  for such fiscal year. The Executive shall not be entitled to
                  participate in the Special Performance Incentive Plan (the
                  "Incentive Plan") effective with the end of the commission
                  month in which the closing of the Stock Purchase Agreement
                  occurs. The Executive hereby agrees that the imposition of
                  such limits under the Bonus Plan and the termination of
                  participation under the Incentive Plan is permitted under the
                  Agreement, and the imposition of such limits and the
                  termination of such participation shall not provide Reason (as
                  defined in the Agreement) under the Agreement.

                  During the term of the Agreement, Reason shall be deemed to
                  exist under the Agreement if any of the following shall occur:
                  any amendment of the Bonus Plan in a manner adverse to the
                  Executive (including any change in the performance criteria or
                  the percentage of Net Income Before Taxes allocated to the
                  Pool) or the failure by the Compensation Committee during any
                  year to award the Executive, upon satisfaction of the
                  performance criteria in the Bonus Plan, 22 1/2% of the Pool.

         3.       For the period commencing October 1, 2000 through the end of
                  the commission month in which the closing of the Stock
                  Purchase Agreement occurs, the Executive shall participate in
                  the Bonus Plan and the Incentive Plan on the same basis as he
                  currently participates in such plans on the date hereof.

         4.       During the term of the Agreement, (i) the Executive's services
                  shall be rendered primarily from the Company's Bethpage, New
                  York location unless he consents in writing to another
                  location; (ii) the Company shall pay for the existing
                  subscription to O'Neil Services; (iii) the Parent shall use
                  its best effort to cause the Executive to be nominated to
                  continue to serve as a director of the Parent and his failure
                  to be elected shall constitute Reason as defined in Section
                  7(D) of the Agreement; (iv) the Executive shall be reimbursed
                  consistent with past practices for all out-of-pocket medical
                  expenses; (v) as long as there is no conflict or violation
                  withss.162(m) of the Code, Executive may instruct the Company
                  (and the Company shall follow such instructions) to pay up to
                  $20,000 of his annual compensation to other employees of the
                  Company; and (vi) the Executive's annual vacation period, as
                  set forth in Section 5(B) of the Agreement, is hereby amended
                  so that the Executive shall have five weeks of paid vacation
                  annually.

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         5.       Section 6(B) is hereby amended to read as follows: "The
                  Executive agrees that if the Company has made and is
                  continuing to make all required payments to him upon and after
                  termination of his employment, then for a period commencing on
                  the date of termination of the Executive's employment pursuant
                  to this Agreement and ending on the earlier of twelve (12)
                  months thereafter or August 24, 2004, the Executive shall
                  neither directly and/or indirectly (a) solicit, hire and/or
                  contact 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 Executive 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."

         6.       Given that the Executive is a significant shareholder in the
                  Parent and the Parent and New Valley have entered into the
                  Stock Purchase Agreement by which New Valley will acquire
                  beneficial ownership of in excess of 50% of the stock of the
                  Parent, and the Stock Purchase Agreement is providing
                  significant benefits to the Executive, the Executive hereby
                  agrees that, from the date of the closing of the Stock
                  Purchase Agreement until the earlier of 12 months following
                  the Executive's termination of employment hereunder or August
                  24, 2004, without the prior written consent of the Parent, he
                  will not, directly or indirectly, either as principal,
                  manager, agent, consultant, officer, director, stockholder,
                  partner, investor, lender or employee or in any other
                  capacity, carry on, be engaged in or have any financial
                  interest in, any business which is in competition with any
                  business of the Applicable Entities. For purposes of this
                  section, a business shall be deemed to be in competition with
                  any business of the Applicable Entities if it is materially
                  involved in the purchase, sale or other dealing in any
                  property or the rendering of any service purchased, sold,
                  dealt in or rendered by any member of the Applicable Entities
                  as a material part of the business of such member of the
                  Applicable Entities within the same geographic area in which
                  such member of the Applicable Entities effects such purchases,
                  sales or dealings or renders such services; provided, however,
                  that for the period commencing with the termination of
                  Executive's employment, (i) a business shall be deemed to be
                  in competition with any business of the Applicable Entities
                  only if it is materially involved in the retail brokerage
                  business and (ii) the provisions of this Section 5 shall apply
                  to the Executive only if the Company has made and is
                  continuing to make all required payments to him upon and after
                  termination of his employment. Notwithstanding the foregoing,
                  Executive shall be allowed to make passive investments in
                  publicly held competitive businesses as long as his ownership
                  is less than 5% of such business.

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         7.       Section 7(A) is hereby amended to add the following sentence:
                  "In addition, Executive's beneficiary and/or dependents shall
                  be entitled, through August 24, 2006, to continuation, at the
                  Company's expense, of such medical insurance and reimbursement
                  benefits as are being provided to them, consistent with past
                  practices, prior to termination of Executive's employment."

         8.       Section 7(B) is hereby amended to add the following sentence:
                  "In addition, Executive and his dependents, as the case may
                  be, shall be entitled, through August 24, 2006, to
                  continuation, at the Company's expense, of such medical
                  insurance and reimbursement benefits as are being provided to
                  them, consistent with past practices, prior to termination of
                  Executive's employment."

         9.       Clauses (iii) and (iv) of Section 7(C)(i) are hereby amended
                  to read as follows: "or (iii) the continued and willful
                  failure by Executive to substantially and materially perform
                  his material duties hereunder after a reasonable notice and an
                  opportunity to cure same."

         10.      Section 7(E) is hereby amended to read as follows: "In the
                  event Executive's employment hereunder shall be terminated by
                  the Executive for Reason or by the Company for other than
                  Cause, Death or Disability: (1) the Executive shall receive as
                  severance pay in a lump sum no later than sixty (60) days
                  following such termination, an amount equal to the sum of (i)
                  the salary the Executive would have received for the remaining
                  term of this Agreement had there been no termination, and (ii)
                  the Termination Bonus Amount times the remaining number of
                  years (or portion thereof) of the Agreement had there been no
                  termination of the Executive, and (2) the Executive'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, at
                  no cost to him or them, through August 24, 2004, with medical
                  insurance and reimbursement benefits, consistent with past
                  practices, continuing through August 24, 2006. The Termination
                  Bonus Amount shall equal the greater of the bonus paid or
                  payable to the Executive under the Bonus Plan (i) for the year
                  ended September 30, 2000, (ii) for the year immediately
                  preceding the year in which such termination of the Executive
                  occurs and (iii) for the year in which such termination of the
                  Executive occurs calculated using financial information
                  through the date of such termination annualized for the full
                  year."

         10.      Section 7(H) is hereby amended to read as follows: "For
                  purposes hereof, a Change of Control shall be deemed to have
                  occurred if a "Change of Control" as defined in the Senior
                  Convertible Promissory Note attached as Exhibit B to the Stock

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                  Purchase Agreement has occurred." The Executive hereby agrees
                  that the Acquisition and the other transactions contemplated
                  by the Stock Purchase Agreement shall not constitute a Change
                  of Control under the Agreement.

         11.      In the event the Executive's employment is terminated due to
                  Disability, by the Executive without Reason or by the Company
                  for Cause, in addition to, and without duplication of, any
                  other payments or other benefits currently provided in the
                  Agreement, the Executive shall be entitled to all salary,
                  Override and bonus payments, if any, earned and/or prorated
                  through the date of termination of his employment. In
                  addition, Executive's beneficiary and/or dependents shall be
                  entitled, through August 24, 2006, to continuation, at the
                  Company's expense, of such medical insurance and reimbursement
                  benefits as are being provided to them, consistent with past
                  practices, prior to termination of Executive's employment.

         12.      Any references in the Agreement to benefits to be provided to
                  the Company's executive officers shall also include benefits
                  provided to Ladenburg's executive officers.

         13.      To the extent Section 8 of the Agreement is inconsistent with
                  the Indemnification Agreement dated February 7, 2001 between
                  Executive and the Company, the Indemnification Agreement shall
                  prevail.

         14.      Section 2 is hereby amended to add the following: "(C)
                  Charitable and Other Activities: The Executive shall be
                  allowed, to the extent such activities do not substantially
                  interfere with the performance of his duties and
                  responsibilities hereunder, (i) to manage his personal,
                  financial and legal affairs, (ii) to be engaged in civic,
                  charitable, religious and educational activities, and (iii) to
                  serve on corporate boards with the prior written approval of
                  the Company's board."

         15.      This First Amendment to the Agreement shall become effective
                  only upon the closing of the Stock Purchase Agreement. This
                  First 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.

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         IN WITNESS WHEREOF, the parties have duly executed this First Amendment
to the Agreement as of February 8, 2001.

         GBI CAPITAL PARTNERS, INC.


          /s/ Joseph Berland                     /s/ Richard J. Rosenstock
         -----------------------------          ---------------------------
           Name: Joseph Berland                  RICHARD J. ROSENSTOCK,
           Title:                                EXECUTIVE