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 JOSEPH BERLAND (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 term of the Agreement, as set forth in Section 1 of the
                  Agreement, is hereby amended to terminate on the second
                  anniversary of the closing of the Stock Purchase Agreement,
                  subject to earlier termination as provided in the Agreement.

         2.       The Executive's title, as set forth in Section 2 of the
                  Agreement, is hereby amended to be Executive Vice President.
                  The Executive will serve as Executive Vice President of the
                  Parent, but will not serve as a director of the Parent nor as
                  an officer or director of any affiliate thereof without the
                  Executive's prior written consent. The Executive agrees to
                  devote substantially his full business time to the performance
                  of his duties hereunder. The Executive shall report to Victor
                  Rivas and Richard Rosenstock.


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         3.       The Executive's annual salary, as set forth in Section 3(A) of
                  the Agreement, is hereby amended to One Hundred and Eighty
                  Thousand Dollars ($180,000).

         4.       The Executive shall not participate in the Annual Incentive
                  Bonus Plan and the Special Performance 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 termination of participation under the
                  plans is permitted under the Agreement, and the termination of
                  such participation shall not provide Reason (as defined in the
                  Agreement) under the Agreement.

         5.       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.

         6.       During the term of the Agreement, (i) the Executive's services
                  shall be rendered primarily from the Company's Manhattan or
                  Bethpage, New York locations unless he consents in writing to
                  another location and the Company will continue to provide
                  office space for the Executive at the Company's offices in
                  Manhattan and Bethpage; (ii) the Company shall continue to pay
                  the Executive's NASD and other regulatory filing fees; (iii)
                  the Company shall continue to provide desk top order execution
                  machinery and related phone-line services to the Executive's
                  South Hampton and Manhattan homes and to update same, from
                  time to time, at the Company's expense, consistent with past
                  practices; (iv) the Executive shall be required to pay charges
                  for trades effected for his personal benefit and those of his
                  family only on the same basis as other senior executives of
                  the Company are charged; (v) if the Company makes any
                  modification (including repricing or accelerated vesting) to
                  the options currently held by Richard Rosenstock similar
                  modifications shall be made to the stock options currently
                  held by the Executive; (vi) any registration or similar rights
                  granted to Richard Rosenstock, from time to time, under the
                  Investor Rights Agreement or otherwise shall likewise be
                  granted to the Executive; (vii) the Executive shall be
                  reimbursed consistent with past practices for all
                  out-of-pocket medical expenses; and (viii) 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.

         7.       Nothing contained in Section 6(A) shall preclude the Executive
                  from the use of confidential information which relates to
                  customers or clients the Executive is permitted by Section
                  6(B) to transact business with following the termination of
                  his employment.

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         8.       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 twelve (12) months thereafter,
                  the Executive shall neither directly and/or indirectly (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 other than any prior or then current
                  customer or client of the Executive. 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."

         9.       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."

         10.      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."

         11.      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."

         12.      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 salary the
                  Executive would have received for the remaining term of this
                  Agreement had there been no termination, and (2) the
                  Executive's (and his dependents') participation in any and all

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                  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, through April 24, 2006.

         13.      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
                  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.

         14.      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
                  earned 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.

         15.      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.

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

         17.      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."

         18.      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/ Richard J. Rosenstock                  /s/ Joseph Berland
         -----------------------------             ------------------------
           Name:  Richard J. Rosenstock            JOSEPH BERLAND,
           Title:                                  EXECUTIVE