SENIOR CONVERTIBLE PROMISSORY NOTE


$10,000,000.00 [Aggregate to Sellers]                          __________, 2001


         FOR VALUE RECEIVED, GBI CAPITAL MANAGEMENT CORP., a Florida corporation
("Maker"), having an address at 1055 Stewart Avenue, Bethpage, New York 11714,
hereby promises to pay to _____________________________, a ______________
corporation, its successors and/or permitted assigns (any of which is
hereinafter referred to as "Holder"), at
_______________________________________, in lawful money of the United States,
the sum of ______________ Dollars and No Cents ($_________.00) on December 31,
2005. Interest on the unpaid principal amount of this Note shall be paid at the
rate of seven and one half percent (7-1/2%) per annum on each March 31, June 30,
September 30 and December 31, commencing June 30, 2001 or the lesser of fifteen
percent(15%) per annum or the maximum interest rate permitted by applicable law
following an Event of Default. At the Holder's request payments shall be made by
wire transfer to an account designated by the Holder. If a payment date is not a
business day, payment may be made on the next business day and interest shall
accrue for the intervening period. This Note may not be prepaid.

         The Holder may, with or without notice to the 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 the Maker or any other party or
guarantor liable herefor.

         This Note is issued pursuant to the terms of that certain Stock
Purchase Agreement ("Stock Purchase Agreement") dated February 8, 2001 between
the Maker, New Valley Corporation, Ladenburg, Thalmann Group Inc., Ladenburg,
Thalmann & Co. Inc. and Berliner Effektengesellschaft AG. and the Holder and the
Maker are entitled to the benefits provided for therein. Terms used but not
defined herein shall have their respective meanings assigned in the Stock
Purchase Agreement. This Note is entitled to the benefits of the security for
the payment hereof provided pursuant to that certain Pledge and Security
Agreement dated February 8, 2001 between the Maker, the Secured Parties named
therein and U.S. Bank Trust National Association, as Collateral Agent ("Pledge
Agreement").



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         1. Conversion of Note

              The principal of and accrued interest on this Note shall be
convertible, in whole or in part, at any time, at the election of the Holder,
into that number of fully paid and non-assessable shares of the Maker's common
stock, par value $0.0001 per share ("Common Stock"), determined by dividing the
amount of principal and interest to be so converted by the "Conversion Price"
(as hereinafter defined) in effect at the time notice of conversion is given to
the Maker as set forth below. As used herein, "Conversion Price" means,
initially, $2.60. If, at any time after the date hereof, there occurs, with
respect to the Common Stock, a reclassification, stock split, stock dividend,
spin-off or distribution, share combination or other similar change affecting
the Common Stock as a whole and all holders thereof or if the Maker shall
consolidate with, or merge with or into, any other entity, sell or transfer all
or substantially all its assets or engage in any reorganization,
reclassification or recapitalization which is effected in such a manner that the
holders of Common Stock are entitled to receive stock, securities, cash or other
assets with respect to or in exchange for Common Stock (each, an "Adjustment
Event"), the Conversion Price and the kind and amount of stock, securities, cash
or other assets issuable upon conversion of this Note in effect at the time of
the record date for such dividend or distribution or of the effective date of
such share combination, split, consolidation, merger, sale, transfer,
reorganization, reclassification or recapitalization shall be appropriately
adjusted so that the conversion of the Note after such time shall entitle the
Holder to receive the aggregate number of shares of Common Stock or securities,
cash and other assets which, if this Note hade been converted immediately prior
to such time, the Holder would have owned upon such conversion and been entitled
to receive by virtue of such Adjustment Event, provided that if the kind or
amount of securities, cash and other property is not the same for each share of
Common Stock held immediately prior to such reclassification, change,
consolidation, merger, sale, transfer, or conveyance, any Holder who fails to
exercise any right of election shall receive per share the kind and amount of
securities, cash or other property received per share by a plurality of such
shares.

              Promptly after an Adjustment Event, the Maker shall mail to
the Holder a notice of the adjustment together with a certificate from the
Maker's independent public accountants briefly stating the facts requiring the
adjustment and the manner of computing it.

              If (i) the Maker takes any action that would cause an
Adjustment Event, (ii) there is a liquidation or dissolution of the Maker or
(iii) the Maker declares a cash dividend, the Maker shall mail to the Holder a
notice stating the proposed record date for a dividend or distribution or the
proposed effective date of a subdivision, combination, reclassification,
consolidation, merger, transfer, lease, liquidation or dissolution, the Maker
shall mail the notice at least 15 days before such date.

              If, during any period of twenty (20) consecutive trading days,
the closing sale price of the Common Stock is at least $8.00 per share (as
adjusted for all Adjustment Events occurring after the date of this Note), the
principal of and all accrued interest on this Note shall be automatically

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converted, without further action on the part of the Holder, into shares of
Common Stock at the Conversion Price in effect on the last Trading Day of such
period.

              In connection with any conversion of this Note, the Holder
shall surrender this Note and deliver it, together with written instructions to
convert in the form attached hereto, to the Maker at its principal executive
office. The date of such delivery shall be deemed the date of conversion. The
Maker shall, as soon as practicable, issue and deliver to a location in the
United States designated by the Holder certificates representing the securities
(or other assets) to which the Holder is entitled as a result of such conversion
together with a note for the unconverted balance.

              The Maker shall not be required to issue fractions of shares
of Common Stock upon conversion and in lieu thereof any fractional share shall
be rounded up or down to the nearest whole share. The Maker shall reserve and
shall at all times have reserved out of its authorized but unissued shares of
Common Stock sufficient shares of Common Stock to permit the conversion of the
unpaid principal amount and accrued interest as provided for herein. The Maker
shall list such shares on any national securities exchange on which the Common
Stock is then listed. If the Holder converts this Note, the Maker shall pay any
documentary, stamp or similar issue or transfer tax due on such conversion
except that the Holder shall pay any such tax due because the shares are issued
in a name other than the Holder's.

              The certificates representing shares of Common Stock issued
upon conversion of this Note shall bear a legend to the effect that such shares
are not registered under the 1933 Act and may not be sold, assigned or otherwise
transferred or hypothecated except in accordance with the registration
provisions of the 1933 Act or an exemption therefrom and in accordance with the
provisions of that certain Investor Rights Agreement dated as of February 8,
2001 among New Valley Corporation, Ladenburg, Thalmann Group Inc., Berliner
Effektengesellschaft AG, the Maker, Frost-Nevada, Limited Partnership and the
Principals party thereto ("Investor Rights Agreement"). This legend shall be
removed on receipt of an opinion of counsel reasonably satisfactory to the Maker
that such legend is no longer required.

         2. Change of Control

             (i) Promptly after the occurrence of a Change of Control (as
hereinafter defined) (the date of such occurrence being the "Change of Control
Date"), the Maker shall commence (or cause to be commenced) an offer to purchase
all outstanding Notes pursuant to the terms described in paragraph (iii) of this
"Change of Control" section (the "Change of Control Offer") at a purchase price
equal to the unpaid principal amount of this Note and accrued interest thereon
(the "Change of Control Amount") on the Change of Control Payment Date (as
hereinafter defined), and shall purchase (or cause the purchase of) any Notes
tendered in the Change of Control Offer pursuant to the terms hereof. As used in
this Note, the term "Notes" means all Convertible Promissory Notes of the Maker

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of like tenor to this Note (except as to principal amount, interest rate and
Conversion Price). The Change of Control Amount shall be payable in cash.

             (ii) Within 10 days following a Change in Control Date, the Maker
shall send, by first-class mail, postage prepaid, a notice to the Holder. Such
notice shall contain all instructions and materials necessary to enable the
Holder to tender this Note pursuant to the Change of Control Offer and shall
state:

                  (a) that a Change of Control has occurred, that a Change of
Control Offer is being made pursuant to this "Change of Control" section and
that all Notes validly tendered and not withdrawn will be accepted for payment;

                  (b) the Change of Control Amount and the purchase date (which
must be no earlier than 10 days nor later than 20 days from the date such notice
is mailed, other than as may be required by law) (the "Change of Control Payment
Date");

                  (c) that any Notes not tendered will continue to accrue
interest;

                  (d) that, unless the Maker defaults in making payment
therefor, any Note accepted for payment pursuant to the Change of Control Offer
shall cease to accrue interest after the Change of Control Payment Date;

                  (e) that holders electing to have any Notes purchased pursuant
to a Change of Control Offer will be required to surrender such Notes, properly
endorsed for transfer, together with such other customary documents as the Maker
may reasonably request to the Maker at the address specified in the notice prior
to the close of business on the business day prior to the Change of Control
Payment Date;

                  (f) that holders of Notes will be entitled to withdraw their
election if the Maker receives, not later than two business days prior to the
Change of Control Payment Date, a telegram, facsimile transmission or letter
setting forth the name of the holder, the principal amount of the Notes the
holder delivered for purchase and a statement that such holder is withdrawing
its election to have such Notes purchased;

                  (g) that holders who tender only a portion of their Notes
will, upon purchase of the Notes tendered, be issued a Note representing the
Notes not purchased; and

                  (h) the circumstances and relevant facts regarding such Change
of Control (including information with respect to pro forma historical income,
cash flow and capitalization after giving effect to such Change of Control).

             (iii) The Maker will comply with any tender offer rules under the
Exchange Act which then may be applicable in connection with any offer made by
the Maker to repurchase the Notes as a result of a Change of Control. If the
provisions of any securities laws or regulations conflict with provisions of
this Note, in reliance on an opinion of counsel, the Maker may comply with the

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applicable securities laws and regulations and shall not be deemed to have
breached its obligation under this Note by virtue thereof.

             (iv) On the Change of Control Payment Date, the Maker shall (A)
accept for payment the Notes validly tendered pursuant to the Change of Control
Offer, (B) pay to the holders of Notes so accepted the Change of Control Amount
therefor in cash as provided above and (C) cancel each surrendered Note. Unless
the Maker defaults in the payment for the Notes tendered pursuant to the Change
of Control Offer, interest will cease to accrue with respect to the Notes
tendered and all rights of holders of such tendered Notes will terminate, except
for the right to receive payment therefor on the Change of Control Payment Date.

             (v) To accept the Change of Control Offer, the holder of a Note
shall deliver, prior to the close of business on the business day prior to the
Change of Control Payment Date, written notice to the Maker (or an agent
designated by the Maker for such purpose) of such holder's acceptance, together
with the Notes with respect to which the Change of Control Offer is being
accepted, duly endorsed for transfer.

             (vi) For the avoidance of doubt, nothing in this "Change of
Control" section shall restrict the right of the holders of Notes, in connection
with a Change of Control, to convert and to receive the kind and amount of
consideration payable to holders of Common Stock in respect of the Common Stock
into which the Notes may be converted.

             (vii) As used in this "Change of Control" section,

                  "Change of Control" means: (a) the sale, lease, transfer,
                  conveyance, merger, consolidation or other disposition (other
                  than a merger or consolidation that does not result in any
                  change in the Maker's stock and in which a majority of the
                  successor's voting securities is held by holders of the
                  Maker's Common Stock immediately before such transaction ), in
                  one or a series of related transactions, of all or
                  substantially all the assets of the Maker and its
                  subsidiaries, taken as a whole, to any "person" (as such term
                  is used in Section 13(d)(3) of the Exchange Act), (b) the
                  consummation of any transaction (including any merger or
                  consolidation) the result of which is that any "person" (as
                  defined above), other than the Principals party to the
                  Investor Rights Agreement, New Valley Corporation, Ladenburg,
                  Thalmann Group Inc., Berliner Effektengesellschaft AG and Dr.
                  Phillip Frost, individually or collectively, becomes the
                  beneficial owner (as determined in accordance with Rules 13d-3
                  and 13d-5 under the Exchange Act, except that a person will be
                  deemed to have beneficial ownership of all Voting Securities
                  (as hereinafter defined) that such person has the right to
                  acquire, whether such right is exercisable immediately or only
                  after the passage of time), directly or indirectly, of more

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                  than 50% of the Voting Securities of the Maker, or (c) the
                  first day on which a majority of the members of the Board of
                  Directors of the Maker are not Continuing Directors;

                  "Continuing Directors" means individuals who constituted the
                  Board of Directors of the Maker on the date hereof (the
                  "Incumbent Directors"); provided that any individual becoming
                  a director after the date hereof shall be considered to be an
                  Incumbent Director if such individual's election, appointment
                  or nomination was recommended or approved by at least
                  two-thirds of the other Incumbent Directors continuing in
                  office following such election, appointment or nomination
                  present, in person or by telephone, at any meeting of the
                  Board of Directors of the Maker, after the giving of a
                  sufficient notice to each Incumbent Director so as to provide
                  a reasonable opportunity for such Incumbent Directors to be
                  present at such meeting; and

                  "Voting Securities" means securities of the Maker ordinarily
                  having the power to vote for the election of directors of the
                  Maker.

         3. Events of Default

            Upon the occurrence of any of the following events (herein
called "Events of Default"):

             (i) The Maker shall fail to make any payment of principal on this
Note on the date specified herein for such payment;

             (ii) The Maker shall fail to make any payment of interest on this
Note or any other payment due under this Note or the Pledge Agreement within ten
(10) days after it is due;

             (iii) (a) The Maker or Ladenburg shall commence, or consent to the
entry of an order for relief in, any proceeding or other action relating to it
in bankruptcy or seek reorganization, arrangement, readjustment of its debts,
receivership, dissolution, liquidation, winding-up, composition or any other
relief under any bankruptcy law, or under any other insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of debt or any
other similar act or law, of any jurisdiction, domestic or foreign, now or
hereafter existing; or (b) the Maker or Ladenburg shall admit the material
allegations of any petition or pleading in connection with any such proceeding;
or (c) the Maker or Ladenburg shall apply for, or consent or acquiesce to, the
appointment of a receiver, conservator, trustee or similar officer for it or for
all or a substantial part of its property; or (d) the Maker or Ladenburg shall
make a general assignment for the benefit of creditors; or (e) the Maker or
Ladenburg shall become unable, admit in writing its inability or fail generally
to pay its debts as they become due;

             (iv) (a) The commencement of any proceedings or the taking of any
other action against the Maker or Ladenburg in bankruptcy or seeking
reorganization, arrangement, readjustment of its debts, liquidation,

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dissolution, arrangement, composition, or any other relief under any bankruptcy
law or any other similar act or law of any jurisdiction, domestic or foreign,
now or hereafter existing and the continuance of any of such events for sixty
(60) days undismissed, unbonded or undischarged; or (b) the appointment of a
receiver, conservator, trustee or similar officer for the Maker or Ladenburg for
any of its property and the continuance of any of such events for sixty (60)
days undismissed, unbonded or undischarged; or (c) the issuance of a warrant of
attachment, execution or similar process against any of the property of the
Maker or Ladenburg and the continuance of such event for sixty (60) days
undismissed, unbonded and undischarged;

             (v) The Maker or Ladenburg shall default with respect to any
indebtedness of $250,000 or more for borrowed money if either (a) such default
is a payment default or the effect of such default is to accelerate the maturity
of such indebtedness (in each instance giving effect to any applicable grace
periods) or (b) the holder of such indebtedness declares the Maker or Ladenburg
to be in default (giving effect to any applicable grace periods);

             (vi) The failure by the Maker to observe any of the covenants
contained in this Note (other than the covenants to pay principal and interest
and the covenants in Sections 2 or 5) or in the Pledge Agreement (other than
Section 4.14) which failure is not cured within 30 days after notice thereof is
given to the Maker by any of the Secured Parties thereunder (or, if such failure
is not capable of being cured within such 30-day period, the failure of the
Maker to continue to proceed in a diligent matter to effect such cure);

             (vii) The failure by the Maker to observe any of the covenants
contained in Sections 2 or 5 of this Note or in Section 4.14 of the Pledge
Agreement or the lien of Pledge Agreement will at any time not constitute a
first perfected lien on the collateral intended to be covered thereby; or

             (viii) Any judgment or judgments against the Maker or Ladenburg or
any attachment, levy or execution against any of its properties for any amount
in excess of $250,000 in the aggregate shall remain unpaid, or shall not be
released, discharged, dismissed, stayed or fully bonded for a period of sixty
(60) days or more after its entry, issue or levy, as the case may be;

then, and in any such event, the Holder, at its option and with written notice
to the Maker, may declare the entire principal amount of this Note then
outstanding together with accrued unpaid interest thereon immediately due and
payable, and the same shall forthwith become immediately due and payable without
presentment, demand, protest, or other notice of any kind, all of which are
expressly waived. The Events of Default listed herein are solely for the purpose
of protecting the interests of the Holder of this Note. If the Note is not paid
in full upon acceleration, as required above, interest shall accrue on the
outstanding principal of and interest on this Note from the date of the Event of

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Default up to and including the date of payment at a rate equal to the lesser of
fifteen percent (15%) per annum or the maximum interest rate permitted by
applicable law.

         Upon the occurrence a default under this Note (whether or not it has
become an Event of Default), the Maker agrees to pay the costs, expenses,
attorneys' and other fees paid or incurred by the Holder, or adjudged by a
court, including: (i) costs of suit and such amount as the court adjudges for
the fees of an attorney in an action to enforce this Note in whole or in part;
and (ii) reasonable costs of collection, costs and expenses of, and attorneys'
fees incurred or paid towards, the collection, enforcement, or sale of this Note
in whole or in part, or of any security for it.

         4. Payment of Claims

         Pursuant to Section 7.6 of the Stock Purchase Agreement, the Maker may
offset against amounts due under this Note any amounts owed by the Holder to the
Maker except that, prior to December 31, 2005, the Maker shall not offset
against amounts due under this Note any Claims against the Holder prior to
settlement or the entry of a final judgment and the expiration of all applicable
appeal periods and the failure of the Holder to pay such Claim within ten (10)
Business Days after such settlement or expiration. If any payment of the
indemnity obligations of the Holder pursuant to Section 8.1 of the Stock
Purchase Agreement is required to be made, the Holder may satisfy such payment
by delivery to the Maker of Notes acquired by it pursuant to the Stock Purchase
Agreement in a principal amount, together with accrued interest, equal to the
amount of the Claims for which payment is required in which case the Maker will
issue a new Note to the Holder for the remainder.

         5. Consolidation and Mergers.

         The Maker shall not consolidate or merge into, or transfer or lease all
or substantially all of its assets to, any person unless (1) the person is a
corporation; (2) the person assumes in a writing reasonably acceptable to the
Holder all the obligations of the Maker under this Note; and (3) immediately
after the transaction no Event of 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.

         6. Additional Provisions

         The 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, and (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 the Holder to the Maker or any party liable herefor.

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         Nothing contained in this Note or in any other agreement between the
Maker and the Holder shall require the Maker to pay, or the Holder to accept,
interest in an amount which would subject the 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 the 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.

         The 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 the Holder, and then only
to the extent therein set forth. The making of any demands or the giving of any
notices by the Holder or a waiver by the 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 the Holder would otherwise have on any future
occasion. All rights and remedies of the Holder shall be cumulative and may be
exercised singly or concurrently.

         The terms and provisions hereof shall survive the payment, cancellation
or surrender of this Note. Any instrument taken by the Holder in payment of, or
for application against, any obligation of the 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 may be assigned by the Holder only as permitted by the
provisions of the Investor Rights Agreement. In the event of a permitted
assignment of less than the entire unpaid principal amount of this Note, at the
request of the Holder the Maker shall issue new Notes to the transferee and the
Holder in the amounts assigned and not assigned, respectively. If this Note is
lost, destroyed or wrongfully taken, the Maker shall issue a replacement Note.
The Maker may require a reasonable indemnity bond.

         The authority to assert, and to determine to defend against, claims
with respect to this Note on behalf of the Maker shall be vested solely in the
Enforcement Committee established under the Stock Purchase Agreement. This Note
may not be amended and no rights of the Maker hereunder may be waived except
with the consent of the Enforcement Committee.

         This Note shall be governed by, and construed in accordance with, the
law of the State of New York without giving effect to principles of conflicts of
law. The provisions of Section 10.2 (Notices) and 10.12 of the Stock Purchase
Agreement (Consent to Jurisdiction and Service of Process) shall apply to this
Note as if fully set forth herein. THE MAKER HEREBY WAIVES ALL RIGHT TO TRIAL BY

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JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THIS NOTE OR ANY
TRANSACTION RELATING THERETO.


                                               GBI CAPITAL MANAGEMENT CORP.



                                               By:______________________________
                                                   Richard Rosenstock, President