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                                                                 EXHIBIT 10.60

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                                  FORMATION AND

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                   BRANDS LLC








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                                TABLE OF CONTENTS

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                                                        ARTICLE I
                                        
                                                      DEFINED TERMS

<S>                     <C>                                                                                      <C>
Section 1.1             Definitions.........................................................................      1
Section 1.2             Headings............................................................................      9

                                                       ARTICLE II

                                              FORMATION AND TERM; CLOSING

Section 2.1             Formation...........................................................................      9
Section 2.2             Name................................................................................      9
Section 2.3             Term................................................................................     10
Section 2.4             Registered Agent and Office.........................................................     10
Section 2.5             Principal Place of Business.........................................................     10
Section 2.6             Qualification in Other Jurisdictions................................................     10
Section 2.7             Closing.............................................................................     10
Section 2.8             Conditions to Closing...............................................................     11
Section 2.9             Liggett Parties'Indemnification Obligation..........................................     12
Section 2.10            Reasonable Best Efforts.............................................................     13

                                                      ARTICLE III

                                REPRESENTATIONS AND WARRANTIES OF THE LIGGETT PARTIES

Section 3.1             Corporate Authority.................................................................     13
Section 3.2             No Conflict; Required Filings and Consents..........................................     13
Section 3.3             Intellectual Property...............................................................     14

                                                      ARTICLE IV

                                        REPRESENTATIONS AND WARRANTIES OF PM

Section 4.1             Corporate Authority.................................................................     15
Section 4.2             No Conflict; Required Filings and Consents..........................................     15

                                                      ARTICLE V

                                                      COVENANTS

Section 5.1             Activities of Liggett Relating to the Brands........................................     16
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<S>                     <C>                                                                                      <C>
Section 5.2             Loan Agreement......................................................................     16
Section 5.3             HSR Clearance.......................................................................     16
Section 5.4             Tax Basis of Marks..................................................................     16
Section 5.5             Access to Information...............................................................     16
Section 5.6             Representations and Warranties......................................................     17
Section 5.7             Retention of Certain Trademarks, etc................................................     17

                                                     ARTICLE VI

                                          PURPOSE AND POWERS OF THE COMPANY

Section 6.1             Purpose.............................................................................     17
Section 6.2             Powers of the Company...............................................................     18

                                                     ARTICLE VII

                                                       MEMBERS

Section 7.1             Members.............................................................................     18
Section 7.2             Powers of Members...................................................................     18
Section 7.3             Member's Shares.....................................................................     18
Section 7.4             Classes.............................................................................     18
Section 7.5             Partition...........................................................................     19
Section 7.6             Resignation.........................................................................     19
Section 7.7             Member Meetings.....................................................................     19
Section 7.8             Voting..............................................................................     19
Section 7.9             Quorum..............................................................................     19
Section 7.10            Notice of Meetings..................................................................     20
Section 7.11            Action Without a Meeting............................................................     20

                                                    ARTICLE VIII

                                                     MANAGEMENT

Section 8.1             Board of Directors..................................................................     20
Section 8.2             Manager.............................................................................     20
Section 8.3             Officers............................................................................     21

                                                     ARTICLE IX

                                             SHARES AND CAPITAL ACCOUNTS

Section 9.1             Capital Contributions...............................................................     21
Section 9.2             Status of Capital Contributions.....................................................     21
Section 9.3             Capital Accounts....................................................................     21
Section 9.4             Advances............................................................................     22

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Section 9.5             Redemption of Shares................................................................     22
Section 9.6             Liggett Parties' Class B Put Option.................................................     23
Section 9.7             Liggett Parties' Class B Conversion Right...........................................     23
Section 9.8             Assignment and Encumbrance of Interests.............................................     23

                                                      ARTICLE X

                                                     ALLOCATIONS

Section 10.1            Allocation of Gross Income..........................................................     24
Section 10.2            Allocation of Profits...............................................................     24
Section 10.3            Allocation of Losses................................................................     24
Section 10.4            Allocation Rules....................................................................     25
Section 10.5            Regulatory Allocations..............................................................     25
Section 10.6            Treatment of Regulatory Allocations.................................................     27
Section 10.7            Tax Allocations; sections 704(c) of the Code........................................     27

                                                     ARTICLE XI

                                                    DISTRIBUTIONS

Section 11.1            Distributions.......................................................................     28
Section 11.2            Mandatory Distributions.............................................................     28
Section 11.3            Limitations on Distribution.........................................................     28

                                                     ARTICLE XII

                                                  BOOKS AND RECORDS

Section 12.1            Books, Records and Financial Statements.............................................     29
Section 12.2            Accounting Method...................................................................     29
Section 12.3            Annual Audit........................................................................     30

                                                    ARTICLE XIII

                                                     TAX MATTERS

Section 13.1            Tax Matters ........................................................................     30
Section 13.2            Section 709 Election................................................................     30
Section 13.3            Taxation as Partnership.............................................................     30

                                                     ARTICLE XIV

                                     LIABILITY, EXCULPATION AND INDEMNIFICATION

Section 14.1            Liability...........................................................................     31
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<S>                     <C>                                                                                      <C>
Section 14.2            Exculpation.........................................................................     31
Section 14.3            Fiduciary Duty......................................................................     31
Section 14.4            Indemnification.....................................................................     31
Section 14.5            Expenses............................................................................     32
Section 14.6            Insurance...........................................................................     32
Section 14.7            Outside Businesses..................................................................     32
Section 14.8            Third-Party Beneficiaries...........................................................     33

                                                     ARTICLE XV

                                                 ADDITIONAL MEMBERS

Section 15.1            Admission...........................................................................     33

                                                     ARTICLE XVI

                                                     ASSIGNMENTS

Section 16.1            Recognition of Assignment by the Company............................................     33
Section 16.2            Effect of Assignment................................................................     33

                                                    ARTICLE XVII

                                      DISSOLUTION, LIQUIDATION AND TERMINATION

Section 17.1            No Dissolution......................................................................     33
Section 17.2            Liquidation.........................................................................     34
Section 17.3            Termination.........................................................................     34
Section 17.4            Claims of the Members...............................................................     34

                                                    ARTICLE XVIII

                                                    MISCELLANEOUS

Section 18.1            Notices.............................................................................     35
Section 18.2            Formation Expenses..................................................................     36
Section 18.3            Failure to Pursue Remedies..........................................................     36
Section 18.4            Cumulative Remedies.................................................................     36
Section 18.5            Binding Effect......................................................................     36
Section 18.6            Interpretation......................................................................     36
Section 18.7            Severability........................................................................     37
Section 18.8            Counterparts........................................................................     37
Section 18.9            Integration.........................................................................     37
Section 18.10           Governing Law.......................................................................     37
Section 18.11           Consent to Jurisdiction.............................................................     37
Section 18.12           Confidentiality.....................................................................     37
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Section 18.13           Governmental Notices................................................................     37
Section 18.14           Prior Agreement.....................................................................     38

                                                     ARTICLE XIX

                                                     AMENDMENTS

Section 19.1            Amendments..........................................................................     38

SCHEDULE A              Members

EXHIBIT A                  Form of License Agreement
EXHIBIT B                  Form of Assignment
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<PAGE>   7

                FORMATION AND LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                   BRANDS LLC

                  This Formation and Limited Liability Company Agreement (this
"AGREEMENT") of Brands LLC (the "COMPANY"), dated as of January 12, 1999, is
entered into among Brooke Group Ltd., a Delaware corporation ("Brooke"), Liggett
& Myers Inc., a Delaware corporation ("LMI"), Eve Holdings Inc., a Delaware
corporation ("Eve"), Liggett Group Inc., a Delaware corporation ("LIGGETT", and,
together with Brooke, Eve and LMI, the "LIGGETT PARTIES"), and Philip Morris
Incorporated, a Virginia corporation ("PM" and, together with the Liggett
Parties, the "PARTIES").

                  WHEREAS, the Parties intend to form the Company for purposes
of the transactions described herein;

                  WHEREAS, Eve desires to contribute the Marks to the Company in
exchange for 100% of the Class A Shares and 100% of the Class B Shares of the
Company;

                  WHEREAS, concurrently with the execution of this Agreement,
the Liggett Parties and PM will execute the Class A Option Agreement and the
Class B Option Agreement pursuant to which Eve will grant to PM an option to
purchase the Class A Shares and Class B Shares, respectively;

                  WHEREAS, if PM exercises the Class A Option, the Company and
PM will enter into the License Agreement, pursuant to which PM and its
Affiliates will receive an exclusive, domestic license of the Marks;

                  NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Members hereby
agree to form a limited liability company pursuant to and in accordance with the
Delaware Limited Liability Company Act (6 DEL. C. section 18-101, ET SEQ.), as
amended from time to time (the "DELAWARE Act"), as provided herein, and hereby
agree as follows:

                                    ARTICLE I

                                  DEFINED TERMS

                  Section 1.1 DEFINITIONS. Unless the context otherwise
requires, the terms defined in this Article I shall, for the purposes of this
Agreement, have the meanings herein specified.

                  "ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean, with respect to
any Member, the deficit balance, if any, in such Member's Capital Account as of
the end of the relevant Fiscal Year, after giving effect to the following
adjustments:


<PAGE>   8

                  (a) Credit to such Capital Account any amounts which such
         Member is deemed to be obligated to restore pursuant to the penultimate
         sentence of either of Treasury Regulation sections 1.704-2(g)(1) or
         1.704-2(i)(5); and

                  (b) Debit to such Capital Account the items described in
         Treasury Regulation sections 1.704-1(b)(2)(ii)(d)(4),
         1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of Treasury Regulation section 1.704-1(b)(2)(ii)(d)
and shall be interpreted consistently therewith.

                  "AFFILIATE" shall mean, with respect to any Person, any direct
or indirect subsidiary of such Person, any other Person that directly or through
one or more intermediaries, is controlled by, or is under common control with,
the specified Person, and, if such a Person is an individual, any member of the
immediate family (including parents, spouse and children) of such individual and
any trust whose principal beneficiary is such individual or one or more members
of such immediate family and any Person who is controlled by any such member or
trust. As used in this definition, the term "CONTROL" (including with
correlative meanings, "controlled by" and "under common control with") shall
mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies, whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise.
Notwithstanding the foregoing, for purposes of this Agreement (i) the Liggett
Parties and their Subsidiaries shall not be deemed to be Affiliates of PM, and
(ii) PM and its Subsidiaries (including the Company) shall not be deemed to be
Affiliates of the Liggett Parties.

                  "AGREEMENT" shall have the meaning set forth in the recitals
hereof.

                  "ASSIGN" shall mean to, directly or indirectly, sell, assign,
transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or
in any way encumber, any Shares (and "ASSIGNMENT" shall mean such an act).

                  "BRANDS" shall mean the "Lark," "Chesterfield" and "L&M"
brands produced by the Liggett Parties.

                  "BROOKE" shall have the meaning set forth in the preamble
hereof.

                  "CAPITAL ACCOUNT" shall mean, with respect to any Member and
any Share, the account maintained for such Member and such Share in accordance
with the provisions of Section 9.3 hereof.

                  "CAPITAL CONTRIBUTION" shall mean, with respect to any Member
and any Share, the aggregate amount of cash and the initial Gross Asset Value of
any property (other than cash) contributed to the Company pursuant to Section
9.1 hereof with respect to such Share, net of any liabilities of such Member
that are assumed by the Company in connection with such contribution or that are
secured by property so contributed, and shall include the Initial Capital
Contribution and any Subsequent Capital Contribution.




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                  "CERTIFICATE" shall mean the Certificate of Formation of the
Company and any and all amendments thereto and restatements thereof filed on
behalf of the Company with the office of the Secretary of State of the State of
Delaware pursuant to the Delaware Act.

                  "CLAIMS" shall have the meaning in Section 2.9 of this
Agreement.

                  "CLASS A EXERCISE PRICE" shall have the meaning in Section 2.3
of the Class A Option Agreement.

                  "CLASS B EXERCISE PRICE" shall have the meaning in Section 2.3
of the Class B Option Agreement.

                  "CLASS A MEMBER" shall mean a permitted holder of a Class A
Share pursuant to this Agreement.

                  "CLASS B MEMBER" shall mean a permitted holder of a Class B
Share pursuant to this Agreement.

                   "CLASS A OPTION AGREEMENT" shall mean that certain option
agreement, dated as the date hereof, pursuant to which PM (or its designee) may
purchase from the Liggett Parties the Class A Shares owned by the Liggett
Parties and their Affiliates. Such right to purchase the Class A Shares is the
"CLASS A OPTION".

                  "CLASS B OPTION AGREEMENT" shall mean that certain option
agreement, dated as of the date hereof, pursuant to which PM (or its designee)
may purchase from the Liggett Parties the Class B Shares owned by the Liggett
Parties and their Affiliates. Such right to purchase the Class B Shares is the
"CLASS B OPTION".

                  "CLASS A OPTION CONSIDERATION" shall have the meaning set
forth in Section 2.1 of the Class A Option Agreement.

                  "CLASS B OPTION CONSIDERATION" shall have the meaning set
forth in Section 2.1 of the Class B Option Agreement.

                  "CLASS A SHARE" and "CLASS B SHARE" shall have the respective
meanings set forth in Section 7.4 hereof.

                  "CLOSING" shall have the meaning set forth in Section 2.7(a).

                  "CLOSING DATE" shall mean the date on which the Closing
occurs.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time, or any corresponding United States federal tax
statute enacted after the date of this Agreement. A reference to a specific
section (ss.) of the Code refers not only to such specific section but also to
any corresponding provision of any United States federal tax statute enacted
after the date of this Agreement, as such specific section or corresponding
provision is in effect on the date of application of the provisions of this
Agreement containing such reference.




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                  "COMPANY" shall have the meaning set forth in the preamble
hereto.

                  "COMPANY MINIMUM GAIN" shall have the meaning given the term
"partnership minimum gain" in Treasury Regulation section 1.704-2(b)(2) and
shall be computed in accordance with Treasury Regulation section 1.704-2(d).

                  "COVERED PERSON" shall mean any Officer or director of the
Company or its Affiliates (but shall not include an officer, director or
employee of any Member or their respective Affiliates who is not an Officer of
the Company or its Affiliates).

                  "DELAWARE ACT" shall have the meaning set forth in the
preamble hereof.

                  "DEPRECIATION" shall mean, for each Fiscal Year or other
period, an amount equal to the depreciation, amortization or other cost recovery
deduction allowable with respect to an asset for such Fiscal Year or other
period; PROVIDED, HOWEVER, that, if the Gross Asset Value of an asset differs
from its adjusted basis for United States federal income tax purposes at the
beginning of such Fiscal Year or other period, Depreciation shall be an amount
that bears the same ratio to such beginning Gross Asset Value as the United
States federal income tax depreciation, amortization or other cost recovery
deduction with respect to such asset for such Fiscal Year or other period bears
to such beginning adjusted tax basis; and PROVIDED, FURTHER, that if the United
States federal income tax depreciation, amortization or other cost recovery
deduction for such Fiscal Year or other period is zero, Depreciation shall be
determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the Manager.

                  "DISTRIBUTIONS" shall mean distributions of cash or other
property made by the Company with respect to the Class A Shares or the Class B
Shares. Distributions shall not mean payments of cash or other property to
holders of Shares for reasons other than their ownership of such Shares.

                   "ECONOMIC RISK OF LOSS" shall have the meaning set forth in
Treasury Regulation section 1.752-2.

                  "EVE" shall have the meaning set forth in the preamble hereof.

                  "FISCAL YEAR" shall mean (a) the period commencing upon the
date of this Agreement and ending on December 31, 1999, (b) any subsequent
twelve-month period commencing on January 1 and ending on December 31, (c) any
other twelve-month period required by the Code or the Treasury Regulations to be
used as the taxable year of the Company or (d) any portion of the periods
described in clauses (a), (b) or (c) of this sentence for which the Company is
required to allocate Profits, Losses and other items of Company income, gain,
loss or deduction pursuant to Article X hereof.

                  "GAAP" means generally accepted accounting principles in the
United States as in effect from time to time.




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                  "GOVERNMENTAL ENTITY" has the meaning set forth in Section 3.2
of this Agreement.

                   "GROSS ASSET VALUE" means, with respect to any asset, such
asset's adjusted basis for United States federal income tax purposes, except as
follows:

                  (a) the initial Gross Asset Value of the Marks shall be as set
         forth on Schedule A hereto, and of any other asset contributed by a
         Member to the Company shall be the gross fair market value of such
         asset, as determined by the Manager;

                  (b) the Gross Asset Value of all Company assets shall be
         adjusted to equal their respective gross fair market values (taking
         section 7701(g) of the Code into account), as determined by the
         Manager, as of the following times: (i) immediately prior to the
         acquisition of an additional Share in the Company by any new or
         existing Member in exchange for more than a DE MINIMIS Capital
         Contribution; (ii) immediately prior to the distribution by the Company
         to a Member of more than a DE MINIMIS amount of Company assets in
         redemption of a Share in the Company; and (iii) the liquidation of the
         Company within the meaning of Treasury Regulation section
         1.704-1(b)(2)(ii)(g);

                  (c) the Gross Asset Value of any Company asset distributed to
         any Member shall be the gross fair market value (taking section 7701(g)
         of the Code into account) of such asset on the date of distribution, as
         determined by the Manager; and

                  (d) the Gross Asset Values of Company assets shall be
         increased (or decreased) to reflect any adjustments to the adjusted
         basis of such assets pursuant to section 734(b) or section 743(b) of
         the Code, but only to the extent that such adjustments are taken into
         account in determining Capital Accounts pursuant to Treasury Regulation
         section 1.704-1(b)(2)(iv)(m) and subparagraph (f) of the definition of
         "Profits" and "Losses" or Section 10.5(e) hereof; PROVIDED, HOWEVER,
         that Gross Asset Values shall not be adjusted pursuant to this
         subparagraph (d) to the extent that an adjustment pursuant to
         subparagraph (b) is required in connection with a transaction that
         would otherwise result in an adjustment pursuant to this subparagraph
         (d).

                  If the Gross Asset Value of an asset has been determined or
adjusted pursuant to paragraph (a), paragraph (b) or paragraph (d) above, such
Gross Asset Value shall thereafter be adjusted by the Depreciation taken into
account with respect to such asset for purposes of computing Profits and Losses.

                  "GUARANTORS" shall mean the guarantors of the Company's
obligations under the Loan Agreement.

                  "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvement
Act of 1976, as amended.

                  "HSR CLEARANCE" means expiration or termination of the waiting
period under the HSR Act with respect to the filings made in connection with the
exercise of the Class A Option.





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                  "INDEMNIFIED PARTIES" shall have the meaning set forth in
Section 2.9.

                  "LMI" shall have the meaning set forth in the preamble hereof.

                  "LICENSE AGREEMENT" shall mean that certain license agreement
attached hereto as Exhibit A, dated as of the Closing Date, between the Company
and PM pursuant to which PM and its Affiliates will obtain the exclusive
(including with respect to the Company) license to use the Marks in the United
States (as defined in the License Agreement).

                  "LIENS" shall have the meaning set forth in Section 3.3.

                  "LIGGETT" and "LIGGETT PARTIES" shall have the respective
meanings set forth in the preamble hereof.

                  "LOAN AGREEMENT" shall mean the loan agreement entered into
between the Company and the lending institutions named therein, with respect to
the Loan Amount, which borrowing shall be guaranteed by Eve or such other entity
designated by the Liggett Parties which has received the Option Consideration
and by any other holder of Class B Shares (such entities are referred to herein
as the Guarantors).

                  "LOAN AMOUNT" shall mean $134.9 million or, if less, the
maximum amount that the Company is able to borrow in the circumstances described
in Section 5.2 hereof.

                  "MANAGER" shall have the meaning set forth in Section 8.2
hereof.

                  "MARKS" shall mean all of the interest of the Liggett Parties
and any Affiliate of any Liggett Party in all trademarks, trade names, trade
dress, service marks, registrations and applications for registrations therefor,
in each case relating to "Lark," "Chesterfield" and "L&M" brands, including any
variation or product line extension thereof and any derivative pertaining
thereto, but shall not include the rights retained by the Liggett Parties
pursuant to Section 5.7 hereof.

                  "MEMBER" shall mean any Person named as a member of the
Company on Schedule A hereto and includes any Person who acquires a Share
pursuant to the provisions of this Agreement. For purposes of the Delaware Act,
the Members shall constitute two (2) classes or groups of members.

                  "MEMBER MINIMUM GAIN" means an amount, with respect to each
Member Nonrecourse Liability, equal to the Company Minimum Gain that would
result if such Member Nonrecourse Debt was treated as a Nonrecourse Liability,
determined in accordance with Treasury Regulation section 1.704-2(i)(3).

                  "MEMBER NONRECOURSE DEBT" has the same meaning as the term
"member nonrecourse debt" in Treasury Regulation section 1.704-2(b)(4).




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                  "MEMBER NONRECOURSE DEDUCTIONS" has, with respect to a Member,
the same meaning as the "partner nonrecourse deductions" in Treasury Regulation
sections 1.704-2(i)(1) and 1.704-2(i)(2).

                  "MEMBER NONRECOURSE LIABILITY" has, with respect to a Member,
the same meaning as the term "partner nonrecourse debt" or "partner nonrecourse
liability" in Treasury Regulation section 1.704-2(b)(4).

                  "NONRECOURSE DEDUCTIONS" has the meaning set forth in Treasury
Regulation section 1.704-2(b)(3).

                  "NOTICE OF EXERCISE" shall have the meaning set forth in
Section 2.5 of the Class A Option Agreement.

                  "OFFICERS" means those Persons appointed by the Manager to
manage the day-to-day affairs of the Company pursuant to Section 8.3 hereof.

                  "OPTION AGREEMENTS" means the Class A Option Agreement and the
Class B Option Agreement.

                  "OPTION CONSIDERATION" means the sum of the Class A Option
Consideration and the Class B Option Consideration.

                  "PM" shall have the meaning set forth in the preamble hereof.

                  "PERMITTED ASSIGNEE" shall have the meaning set forth in
Section 2.2(d) of the Class A Option Agreement.

                  "PERSON" includes any individual, corporation, association,
partnership (general or limited), joint venture, trust, estate, limited
liability company or other legal entity or organization.

                  "PROFITS" and "LOSSES" means, for each Fiscal Year, an amount
equal to the Company's taxable income or loss for such Fiscal Year, determined
in accordance with section 703(a) of the Code (but including in taxable income
or loss, for this purpose, all items of income, gain, loss or deduction required
to be stated separately pursuant to section 703(a)(1) of the Code), with the
following adjustments:

                  (a) any income of the Company exempt from federal income tax
         and not otherwise taken into account in computing Profits or Losses
         pursuant to this definition shall be added to such taxable income or
         loss;

                  (b) any expenditures of the Company described in section
         705(a)(2)(B) of the Code (or treated as expenditures described in 
         section 705(a)(2)(B) of the Code pursuant to Treasury Regulation 
         section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in
         computing Profits or Losses pursuant to this definition shall be 
         subtracted from such taxable income or loss;





                                      -7-
<PAGE>   14

                  (c) in the event the Gross Asset Value of any Company asset is
         adjusted in accordance with paragraph (b) or paragraph (c) of the
         definition of "Gross Asset Value" above, the amount of such adjustment
         shall be taken into account as gain (if the adjustment increases the
         Gross Asset Value of an asset) or loss (if the adjustment decreases the
         Gross Asset Value of an asset) from the disposition of such asset for
         purposes of computing Profits or Losses;

                  (d) gain or loss resulting from any disposition of any asset
         of the Company with respect to which gain or loss is recognized for
         federal income tax purposes shall be computed by reference to the Gross
         Asset Value of the asset disposed of, notwithstanding that the adjusted
         tax basis of such asset differs from its Gross Asset Value;

                  (e) in lieu of the depreciation, amortization and other cost
         recovery deductions taken into account in computing such taxable income
         or loss, there shall be taken into account Depreciation for such Fiscal
         Year or other period, computed in accordance with the definition of
         "Depreciation";

                  (f) to the extent an adjustment to the adjusted tax basis of
         any Company asset pursuant to Code section 734(b) is required, pursuant
         to Treasury Regulation section 1.704-1(b)(2)(iv)(m)(4), to be taken
         into account in determining Capital Accounts as a result of a
         distribution other than in liquidation of a Member's interest in the
         Company, the amount of such adjustment shall be treated as an item of
         gain (if the adjustment increases the basis of the asset) or loss (if
         the adjustment decreases such basis) from the disposition of such asset
         and shall be taken into account for purposes of computing Profits or
         Losses; and

                  (g) any items of income, gain, loss or deduction specially
         allocated under Section 10.5 shall be excluded.

                  "PUT OPTION" shall have the meaning set forth in Section 9.6.

                  "PUT PERIOD" shall have the meaning set forth in Section 9.6.

                  "REDEMPTION PRICE" shall have the meaning set forth in Section
9.5(b).

                  "REGULATORY ALLOCATIONS" shall have the meaning set forth in
Section 10.6.

                  "SHARE" shall mean a unit of limited liability company
interest owned by a Member in the Company which represents, in respect of any
Class A Share or Class B Share, a right to allocations of the Profits and Losses
of the Company, a right to participate in certain voting and/or management
rights and a right to receive distributions as provided in Article XI hereof, in
each case in accordance with the provisions of this Agreement and the Delaware
Act.

                  "SUBSIDIARIES" shall mean, with respect to any Person, any
other Person in which such Person owns, directly or indirectly, 50% or more of
the voting interests.




                                      -8-
<PAGE>   15

                  "TAX MATTERS PARTNER" shall have the meaning set forth in
Section 13.1(a) hereof.

                  "TOTAL VOTING POWER" means the total number of votes
represented by the Class A Shares, with each Share entitled to one vote.

                  "TRADE LOADING" shall mean selling to any supplier or
distributor more inventory than such supplier or distributor can reasonably be
expected to sell in the ordinary course.

                  "TREASURY REGULATIONS" means the income tax regulations,
including temporary regulations, promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

                  Section 1.2 HEADINGS. The headings and subheadings in this
Agreement are included for convenience and identification only and are in no way
intended to describe, interpret, define or limit the scope, extent or intent of
this Agreement or any provision hereof.

                                   ARTICLE II

                           FORMATION AND TERM; CLOSING

                  Section 2.1 FORMATION. (a) Subject to, and effective upon, the
filing of the Certificate with the Office of the Secretary of State of the State
of Delaware as provided in Section 2.3, the Members hereby form the Company as a
limited liability company under and pursuant to the provisions of the Delaware
Act, and agree that the rights, duties and liabilities of the Members shall be
as provided in the Act, except as otherwise provided herein.

                  (b) Brooke and PM, acting jointly, by their respective duly
authorized officers, are hereby designated as authorized persons, within the
meaning of the Delaware Act, to jointly execute, deliver and file, or cause the
execution, delivery and filing of the Certificate. The Secretary of the Company
and any assistant secretary are hereby designated as authorized Persons, within
the meaning of the Delaware Act, to execute, deliver and file, or cause the
execution, delivery and filing of, all certificates, notices or other
instruments (and any amendments and/or restatements thereof) required or
permitted by the Delaware Act to be filed in the office of the Secretary of
State of Delaware and any other certificates, notices or other instruments (and
any amendments and/or restatements thereof) necessary for the Company to qualify
to do business in a jurisdiction in which the Company may wish to conduct
business.

                  Section 2.2 NAME. The name of the Company shall be "Brands
LLC."

                  Section 2.3 TERM. The term of the Company shall commence on
the date the Certificate is filed in the office of the Secretary of State of the
State of Delaware, which shall be as soon as practicable after HSR Clearance is
received, and shall continue perpetually unless the Company is dissolved
pursuant to Section 17.2, which dissolution shall be carried out pursuant to the
Delaware Act and the provisions of this Agreement.




                                      -9-
<PAGE>   16

                  Section 2.4 REGISTERED AGENT AND OFFICE. The Company's
registered agent and office in Delaware shall be the Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle.

                  Section 2.5 PRINCIPAL PLACE OF BUSINESS. The principal place
of business of the Company shall be in New York or such other location as the
Manager may designate from time to time and embody in a writing to be filed with
the records of the Company.

                  Section 2.6 QUALIFICATION IN OTHER JURISDICTIONS. The Officers
shall cause the Company to be qualified, formed or registered under assumed or
fictitious name statutes or similar laws in any jurisdiction in which the
Company transacts business and such qualification, formation or registration is
necessary or appropriate for the transaction of such business.

                  Section 2.7 CLOSING. (a) Subject to the conditions set forth
herein, the closing of the transactions contemplated by this Section (the
"CLOSING") shall take place at the offices of Wachtell, Lipton, Rosen & Katz at
10:00 a.m. on a date that is set forth in the Notice of Exercise delivered by PM
pursuant to the Class A Option Agreement. In the event that PM is not obligated
to, and does not, exercise the Class A Option and deliver the related Notice of
Exercise, the Closing shall not occur. The completion of all transactions
described in this Section shall be deemed to occur simultaneously, and the
Closing shall not be deemed to have occurred until all such transactions have
been completed.

                  (b) At the Closing, the following transactions shall occur and
circumstances shall exist:

                  (i) Eve will sell, transfer, convey and assign to the Company,
         as a contribution to the capital of the Company, all right, title and
         interest in and to the Marks, together with that part of the goodwill
         of the business connected with the use of and symbolized by the Marks
         (the "ASSOCIATED GOODWILL"), pursuant to the Assignment Agreement, a
         form of which is attached as Exhibit B hereto, such assignment to
         result in the capital account allocations set forth on Schedule A
         hereto.

                  (ii) Neither the Company nor PM or any of their respective
         Affiliates shall assume any past, present or future liabilities of any
         nature, express or implied, whether or not contingent, relating to the
         Marks or the Brands and arising from production, sales, marketing,
         consumption or use of or exposure to any product or any activity or
         omission of the Liggett Parties and their Affiliates prior to the
         Closing. Neither the Company's nor PM's acquisition, registration or
         enforcement of the Marks, or any "goodwill" or other intangible asset
         attributable to the Marks, shall be deemed an assumption, express or
         implied, of any liability excluded under this paragraph or indemnified
         under Section 2.9.

                  (iii) The Company shall acquire from the Liggett Parties only
         the Marks and the Associated Goodwill, and shall not acquire any assets
         other than the Marks and the Associated Goodwill.





                                      -10-
<PAGE>   17

                  (iv) The Company shall have no other equity or voting
         interests of any kind, and no rights to acquire any such interests,
         outstanding (other than as contemplated by this Agreement, the Class A
         Option Agreement and the Class B Option Agreement).

                  (v) PM and the Company shall execute the License Agreement in
         the form attached as Exhibit B hereto.

                  (vi) The Company and the lending institutions shall enter into
         (or have entered into) the Loan Agreement and the Company shall borrow
         the Loan Amount.

                  (vii) The Company shall distribute to the Liggett Parties
         holding the Class B Shares as distributions on such Shares the proceeds
         of the borrowing under the Loan Agreement, and the Class B Exercise
         Price shall be reduced by the aggregate amount of such distributions.

                  (viii) PM or any Permitted Assignee under the Class A Option
         Agreement shall purchase all of the Class A Shares from the Liggett
         Parties for the Class A Exercise Price, and the Liggett Parties shall
         deliver such Class A Shares, free and clear of any Liens whatsoever.

                  (ix) The Parties shall take such other actions and execute
         such other documents as may be reasonably appropriate or necessary to
         effect the transactions described in clauses (i) through (viii).

Notwithstanding the foregoing and for the avoidance of doubt, the inability of
the Company to enter into the Loan Agreement or obtain the Loan Amount (and
therefore the non-occurrence of the distributions described in clause (vii))
will not interfere with or otherwise delay the consummation of the other
transactions contemplated by this Section. In the event such events do not occur
at the Closing, the Parties shall use their reasonable best efforts to cause the
Loan Agreement to be entered into, the Loan Amount to be borrowed and the
distributions contemplated by clause (vii) to occur as promptly as practicable
following the Closing Date.

                  Section 2.8 CONDITIONS TO CLOSING.

                  (a) EXERCISE OF CLASS A OPTION. PM shall exercise, or be
obligated to exercise the Class A Option, as provided in the Class A Option
Agreement.

                  (b) REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LIGGETT
PARTIES. The representations and warranties of the Liggett Parties made in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as specifically contemplated by this Agreement, on and as of
the Closing Date, as though made on and as of the Closing Date, and the Liggett
Parties shall have performed or complied in all material respects with the
obligations and covenants required by this Agreement to be performed or complied
with by the Liggett Parties by the time of the Closing; the Liggett Parties
shall have delivered to PM a certificate dated the Closing Date and signed by an
authorized officer confirming the foregoing.





                                      -11-
<PAGE>   18

                  (c) REPRESENTATIONS, WARRANTIES AND COVENANTS OF PM. The
representations and warranties of PM made in this Agreement shall be true and
correct in all material respects as of the date hereof and, except as
specifically contemplated by this Agreement, on and as of the Closing Date, as
though made on and as of the Closing Date, and PM shall have performed or
complied in all material respects with the obligations and covenants required by
this Agreement be performed or complied with by it by the time of the Closing;
PM shall have delivered to the Liggett Parties a certificate dated the Closing
Date and signed by an authorized officer confirming the foregoing.

                  (d) SATISFACTION OF CONDITIONS IN THE CLASS A OPTION
AGREEMENT. The obligations of PM under this Agreement are subject to the
satisfaction of the conditions set forth in Article VIII of the Class A Option
Agreement and the obligations of the Liggett Parties under this Agreement are
subject to the satisfaction of the conditions set forth in Article VII of the
Class A Option Agreement.

                  (e) LETTER AGREEMENT. Neither PM nor any of the Liggett
Parties shall have breached any of its material obligations under paragraph 9 of
that certain letter agreement dated November 20,1998 between PM and the Liggett
Parties, which obligations shall survive the execution of this Agreement and the
Closing.

                  (f) WAIVER OF CONDITIONS. The conditions in Section 2.8(b) and
2.8(e) (with respect to the obligations of the Liggett Parties) and Article VIII
of the Class A Option Agreement are for the sole benefit of PM and may be waived
by PM, and the conditions in 2.8(c) and 2.8(e) (with respect to PM's
obligations) and Article VII of the Class A Option Agreement are for the sole
benefit of the Liggett Parties and may be waived by the Liggett Parties.

                  Section 2.9 LIGGETT PARTIES' INDEMNIFICATION OBLIGATION. The
Liggett Parties jointly and severally shall indemnify and hold harmless the
Company, PM, their respective Affiliates, officers, directors, employees, agents
and representatives (collectively, the "INDEMNIFIED PARTIES") from and against
any and all claims, actions, suits, demands, assessments, judgments, losses,
liabilities, damages, costs and expenses (including without limitation,
penalties, attorneys' fees and accounting fees and investigation costs)
(collectively, "CLAIMS") that may be incurred by the Indemnified Parties
resulting or arising from or related to, or incurred in connection with, (i) the
liabilities described in Section 2.7(b)(ii), none of which are being assumed by
the Company, (ii) the failure by the Liggett Parties to transfer the Marks as
provided in Section 2.7(b)(i), and (iii) any failure to comply with the
limitations set forth in Section 2.7(b)(iii) regarding any other assets of the
Liggett Parties other than the Marks. The rights of the Indemnified Parties to
indemnification as set forth in this Section shall be in addition to, and not in
limitation of, any other remedies they may have, whether in law or equity, and
shall survive any termination of this Agreement or dissolution of the Company.

                  Section 2.10 REASONABLE BEST EFFORTS. Each of the Parties
agrees to use its reasonable best efforts to cause the conditions to the Closing
to be satisfied; PROVIDED, however, that, subject to the terms and conditions of
the License Agreement, PM shall not be required to agree to divest or hold
separate any brand, product, business or assets or to take or agree to take 




                                      -12-
<PAGE>   19

any action that limits its freedom of action with respect to, or its ability to
retain, any of the Marks or any brand, product, business or other asset of PM or
its Affiliates.

                                   ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF THE LIGGETT PARTIES

                  Each of the Liggett Parties hereby jointly and severally
represents and warrants to PM as follows:

                  Section 3.1 CORPORATE AUTHORITY. Each of the Liggett Parties
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation or organization. Each Liggett Party
has all requisite corporate power and authority to enter into this Agreement,
the Class A Option Agreement and the Class B Option Agreement (collectively, the
"TRANSACTION AGREEMENTS") and to consummate the transactions contemplated
thereby. All corporate acts and other proceedings required to be taken by each
Liggett Party to authorize the execution, delivery and performance of each of
the Transaction Agreements and the consummation of the transactions contemplated
thereby have been duly and properly taken. The Transaction Agreements have been
duly executed and delivered by each Liggett Party, and each such agreement
constitutes the legal, valid and binding obligations of each Liggett Party,
enforceable against each Liggett Party in accordance with its terms.

                  Section 3.2 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The
execution and delivery of each of the Transaction Agreements by each Liggett
Party, the consummation by each Liggett Party of the transactions contemplated
thereby and compliance by each Liggett Party with all of the provisions of each
of the Transaction Agreements to which it is a party will not (i) conflict with
or violate the certificate of incorporation or by-laws of any Liggett Party or
any comparable organizational documents, (ii) conflict with or violate any
statute, ordinance, rule, regulation, order, judgment or decree applicable to
any Liggett Party, or by which any of them or any of their respective properties
or assets are bound, encumbered or affected, or (iii) result in a violation or
breach of or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in any loss
of any material benefit to, or result in increased, additional, accelerated or
guaranteed rights or entitlements of any person under, or the creation of any
Lien on any of the Marks pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which any Liggett Party is a party or by which any of the Marks
are bound or affected. None of the execution and delivery of any of the
Transaction Agreements by any Liggett Party, the consummation by each Liggett
Party of the transactions contemplated thereby or compliance by each Liggett
Party with any of the provisions of any of the Transaction Agreements to which
it is a party will require any consent, waiver, approval, authorization or
permit of, license, or registration or filing with, or notification to any
government or subdivision thereof, domestic, foreign or supranational or any
administrative, governmental or regulatory authority, agency, commission,
tribunal or body, domestic, foreign or supranational (a "GOVERNMENTAL ENTITY"),





                                      -13-
<PAGE>   20

except for (i) the filing of the Certificate pursuant to the Delaware Act and
(ii) compliance with the HSR Act.

                  Section 3.3 INTELLECTUAL PROPERTY. At the Closing, the Company
will own and have the right in the United States (as defined in the License
Agreement) to use, execute, reproduce, display, modify, enhance, distribute,
prepare derivative works of and license the Marks without payment to any other
person and the consummation of the transactions contemplated by the Transaction
Agreements will not conflict with, alter or impair such right. Other than the
Transaction Agreements and the License Agreement, none of the Liggett Parties or
any of their respective Subsidiaries has granted any options, licenses or
agreements of any kind relating to the Marks or the marketing or distribution
thereof. At the Closing, the Company will hold the Marks free and clear of the
claims of others and of all liens, claims, charges, security interests, options
or other legal or equitable encumbrances or restrictions whatsoever (any of the
foregoing, a "LIEN"). The present use of the Marks by the Liggett Parties and
their Subsidiaries does not violate, conflict with or infringe the intellectual
property of any other person or entity. No claims are pending, or to the best
knowledge of any of the Liggett Parties, threatened, by any person with respect
to the ownership, validity, enforceability, effectiveness or use of the Marks,
and during the past three years, none of the Liggett Parties has received any
communications alleging that any of the Liggett Parties or any of their
Subsidiaries through their use of the Marks has violated any rights relating to
the intellectual property of any person or entity. None of the Liggett Parties
will retain any interest whatsoever in the Marks except for its ownership of the
Class A Shares and the Class B Shares, subject to the exercise of the Class A
Option and the exercise of the Class B Option.

                                   ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES OF PM

                  PM hereby represents and warrants to the Liggett Parties as
follows:

                  Section 4.1 CORPORATE AUTHORITY. PM is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Virginia. PM has all requisite corporate power and authority to
enter into each of Transaction Agreements and the License Agreement and to
consummate the transactions contemplated thereby. All corporate acts and other
proceedings required to be taken by PM to authorize the execution, delivery and
performance of the Transaction Agreements and the License Agreement and the
consummation of the transactions contemplated thereby have been duly and
properly taken. The Transaction Agreements have been, and, when executed and
delivered, the License Agreement will have been, duly executed and delivered by
PM, and each such agreement, once executed and delivered, does and will
constitute the legal, valid and binding obligations of PM, enforceable against
it in accordance with its terms.

                  Section 4.2 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The
execution and delivery of each of the Transaction Agreements and the License
Agreement by PM, the consummation by PM of the transactions contemplated thereby
and compliance by PM with all 



                                      -14-
<PAGE>   21

of the provisions of each of the Transaction Agreements and the License
Agreement will not (i) conflict with or violate the certificate of incorporation
or by-laws of PM, (ii) conflict with or violate any statute, ordinance, rule,
regulation, order, judgment or decree applicable to PM, or by which it or any of
its properties or assets are bound, encumbered or affected, or (iii) result in a
violation or breach of or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
any loss of any material benefit to, or result in increased, additional,
accelerated or guaranteed rights or entitlements of any person under, or the
creation of any Lien on any of the property or assets of PM pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which PM is a party or by which
any of its properties are bound or affected. None of the execution and delivery
of any of the Transaction Agreements and the License Agreement by PM, the
consummation by PM of the transactions contemplated thereby or compliance by PM
with any of the provisions of any of the Transaction Agreements and the License
Agreement will require any consent, waiver, approval, authorization or permit
of, license, or registration or filing with, or notification to Governmental
Entity, except for (i) the filing of the Certificate pursuant to the Delaware
Act and (ii) compliance with the HSR Act.

                                    ARTICLE V

                                    COVENANTS

                  Section 5.1 ACTIVITIES OF LIGGETT RELATING TO THE BRANDS.
Prior to the Closing, the Liggett Parties may only sell inventory related to the
Marks in the normal course and may not engage in any Trade Loading with respect
to the Marks. Promptly after the Closing, the Liggett Parties shall destroy any
inventory of finished goods related to the Brands, as well as all point-of-sale,
packaging, advertising and marketing materials related to the Brands.

                  Section 5.2 LOAN AGREEMENT. PM shall cooperate with the
Liggett Parties and the Company and use its respective reasonable best efforts
to assist the Company to obtain the Loan Amount; PROVIDED, however, that PM
shall not be required pursuant to the foregoing to directly or indirectly
guarantee or subsidize the obtaining of the Loan Amount. The Liggett Parties
shall cooperate with PM and the Company and shall use their respective
reasonable best efforts to assist the Company to obtain the Loan Amount. In
connection with the cooperation contemplated by this Section 5.2, PM shall
consent to the pledge by the Company of the Marks and of the Company's interest
in the License Agreement to the lenders under the Loan Agreement, and the
Liggett Parties shall (or shall cause the holder thereof to) pledge all of the
Class B Shares (including the put right set forth in Section 9.6 hereof) to such
lenders.

                  Section 5.3 HSR CLEARANCE. The Parties shall comply with the
covenants set forth in Sections 5.1 and 6.1 of the Option Agreements regarding
obtaining HSR Clearance and any other Governmental Filings.





                                      -15-
<PAGE>   22

                  Section 5.4 TAX BASIS OF MARKS. The Liggett Parties shall
provide the Company with such information as it may reasonably request
concerning the basis of the Marks for federal income tax purposes.

                  Section 5.5 ACCESS TO INFORMATION. Prior to the Closing, the
Liggett Parties shall, and shall cause each of their respective Subsidiaries to,
give PM and its representatives, employees, counsel and accountants full access,
during normal business hours and upon reasonable notice, to the employees,
agents, independent contractors, properties, books and records relating to the
Marks, only to the extent, in the reasonable judgment of counsel, permitted by
law, including antitrust law, and provided that the Liggett Parties and their
Subsidiaries shall not be obligated to make any disclosure which would cause
forfeiture of attorney-client privilege. The Liggett Parties shall notify PM in
writing if any disclosure is withheld in order to avoid such forfeiture. No
investigation pursuant to this Section shall affect or be deemed to affect any
representation or warranty made by the Liggett Parties. PM agrees that all
information received pursuant to this Section shall be kept confidential and PM
shall not disclose such information to any third party unless required to do so
by applicable law.

                  Section 5.6 REPRESENTATIONS AND WARRANTIES. Each of the
Parties shall give written notice to the other Party promptly upon the
occurrence of any event that would cause or constitute a material breach or
would have caused a material breach, had such event occurred or been known to it
prior to the date hereof, of any of its representations or warranties contained
in any of the Transaction Agreements.

                  Section 5.7 RETENTION OF CERTAIN TRADEMARKS, ETC. (a) PM and
the Company each acknowledge that the Liggett Parties shall continue to own in
the United States (as defined in the License Agreement) all right, title and
interest in, to and under the "LIGGETT," "MYERS" and "LIGGETT & MYERS"
trademarks, trade names, service marks, Internet domain names or any similar
electronic designation, and all registrations and applications for registration
therefor, PROVIDED, HOWEVER, that any use by the Liggett Parties of "LIGGETT &
MYERS" as a trademark shall be subject to the consent of PM or the Company,
which consent shall not be unreasonably withheld or delayed so long as such use
does not encroach upon the prior trade dress, type style or logo associated with
the "L&M" Mark. Neither PM nor the Company shall use or register any trademarks,
service marks, trade dress, trade names, Internet domain names or any similar
electronic designation that is the same as or confusingly similar to "LIGGETT,"
"MYERS" or "LIGGETT & MYERS." None of the Liggett Parties shall use or register
any trademarks, service marks, trade dress, trade names, Internet domain names
or any similar electronic designation that is the same as or confusingly similar
to "L&M," "LARK" or "CHESTERFIELD."

                  (b) Except as set forth in the proviso to the first sentence
of Section 5.7(a), neither PM nor the Company, nor any of their respective
Affiliates shall (i) take any action, or permit any Affiliate to take any
action, which (x) is inconsistent with the ownership rights of the Liggett
Parties in, to and under the "LIGGETT," "MYERS" or "LIGGETT & MYERS" marks or
(y) will impair the ownership, validity, enforceability, effectiveness or use of
the "LIGGETT," "MYERS" or "LIGGETT & MYERS" marks, or (ii) challenge the
ownership, validity, enforceability, effectiveness or use of the "LIGGETT,"
"MYERS" or "LIGGETT & MYERS" marks.




                                      -16-

<PAGE>   23

                                   ARTICLE VI

                        PURPOSE AND POWERS OF THE COMPANY

                  Section 6.1 PURPOSE. The Company is formed for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Company is, engaging in any lawful act or activity for which limited liability
companies may be formed under the Delaware Act.

                  Section 6.2 POWERS OF THE COMPANY. The Company shall have the
power and authority to take any and all actions necessary, appropriate, proper,
advisable, incidental or convenient to or for the furtherance of the purpose set
forth in Section 6.1.

                                   ARTICLE VII

                                     MEMBERS

                  Section 7.1 MEMBERS. The name and mailing address of each
Member and the number and class of Shares owned thereby shall be listed on
Schedule A attached hereto. The Secretary or other designated Officer shall be
required to update Schedule A from time to time as necessary to accurately
reflect changes in address and/or the ownership of Shares. Any amendment or
revision to Schedule A made to reflect an action taken in accordance with this
Agreement shall not be deemed an amendment to this Agreement. Any reference in
this Agreement to Schedule A shall be deemed to be a reference to Schedule A as
amended and in effect from time to time. No Person, whether or not such Person
holds any Shares, shall be deemed a Member of the Company hereunder or under the
Delaware Act unless approved as such pursuant to the provisions of Article XV of
this Agreement.

                  Section 7.2 POWERS OF MEMBERS. The Members shall have the
power to exercise any and all rights or powers granted to the Members pursuant
to the express terms of this Agreement. Members shall not have the authority to
bind the Company by virtue of their status as Members.

                  Section 7.3 MEMBER'S SHARES. A Member's Shares shall for all
purposes be personal property. No holder of a Share or Member shall have any
interest in specific Company assets or property, including any assets or
property contributed to the Company by such Member as part of any Capital
Contribution.

                  Section 7.4 CLASSES. (a) The Shares shall be divided between
Class A Shares and Class B Shares.





                                      -17-
<PAGE>   24

                  (b) The Class A Shares and Class B Shares may not be
subdivided, and each of such Shares shall have identical rights and terms in all
respects except as specifically set forth in this Agreement.

                  (c) The Class A Shares and Class B Shares shall be securities
governed by Article 8 of the Uniform Commercial Code as in effect in the States
of New York and Delaware. Each Member shall be entitled to receive one or more
certificates registered in its name and representing all or any portion of the
Class A Shares or the Class B Shares then held by it (each, a "CERTIFICATE OF
INTEREST"). A security interest in any Class A Shares or Class B Shares shall be
perfected through possession of a Certificate of Interest representing such
Class A Shares or Class B Shares and the Company hereby makes any elections
which may be required under the Uniform Commercial Code as in effect in the
States of New York and Delaware to give effect to the provisions of this
paragraph (c).

                  Section 7.5 PARTITION. Each Member waives any and all rights
that it may have to maintain an action for partition of the Company's property.

                  Section 7.6 RESIGNATION. A Member shall cease to be a Member
at the time such Member ceases to own any Shares. Shares are redeemable only
pursuant to Section 9.5 of this Agreement.

                  Section 7.7 MEMBER MEETINGS. (a) A meeting of Class A Members
for such business as may be stated in the notice of the meeting shall be held at
such dates, time and place as is determined by the Manager. At each annual
meeting, the Class A Members shall transact such business as shall be stated in
the notice of the meeting.

                  (b) Special meetings of the Class A Members for any purpose or
purposes may be called only by the Manager.

                  (c) Class B Members shall have no right to attend any meeting
of the Company.

                  Section 7.8 VOTING. Each Member entitled to vote in accordance
with the terms of this Agreement may vote in person or by proxy. The Members
shall be entitled to vote only to the extent expressly set forth herein or
required by law. Unless otherwise provided for by this Agreement, all matters to
be decided by the Members shall be decided by an affirmative vote (or consent in
writing) of the majority of the Total Voting Power of the holders of the Class A
Shares, voting together as a single class, and no matter may be decided without
such affirmative vote or consent in writing. Except as required by applicable
law and the following sentence, Class B Members shall have no voting rights as a
Member of the Company, and the Class A Members shall have all voting rights of
the Members. Any amendment, modification or waiver to, or with respect to, the
License Agreement, or any other action under or with respect to the License
Agreement, that would shorten the term of the License Agreement or decrease the
amount of the Minimum Royalty (as defined in the License Agreement) or postpone
the date on which any royalty under the License Agreement is payable shall
require the approval of the holders of the Class B Shares as a separate class.





                                      -18-
<PAGE>   25

                  Section 7.9 QUORUM. Except as otherwise required by law, the
presence, in person or by proxy, of a majority of the holders of the Class A
Shares shall constitute a quorum at all meetings of the Members. In case a
quorum shall not be present at any meeting, Members holding a majority of the
Total Voting Power held by Members represented thereat, in person or by proxy,
shall have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until the requisite amount of Shares
shall be present. At any such adjourned meeting at which the requisite amount of
Shares shall be represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.

                  Section 7.10 NOTICE OF MEETINGS. Written notice, stating the
place, date and time of the meeting, shall be given to each Class A Member, at
such Member's address as it appears on the records of the Company, not less than
two business days before the date of the meeting (except that notice to any
Member may be waived in writing by such Member).

                  Section 7.11 ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any annual or special meeting of Members may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the number of
Members as would be required to take such action at a meeting, notice of such
action shall be given to those Members who have not so consented in writing to
such action without a meeting and such written consent is filed with the minutes
of proceedings of the Members.

                                  ARTICLE VIII

                                   MANAGEMENT

                  Section 8.1 BOARD OF DIRECTORS. The Company shall have a Board
of Directors consisting of one or more persons elected by the Class A Members.
Each person elected to the Board of Directors shall hold office for one year or
until his successor is elected and duly qualified. A majority of the total
number of directors shall constitute a quorum for the transaction of business.
The vote of a majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors. The number of directors
shall be determined from time to time by the Class A Members. No director (as
such) shall have authority to bind the Company. The Board of Directors shall act
on behalf of the Members to select the Manager as provided in Section 8.2.

                  Section 8.2 MANAGER. In accordance with Section 18-402 of the
Delaware Act, management of the Company shall be vested in the manager of the
Company (the "MANAGER"), who shall be elected by the Board of Directors. The
Manager shall continue as such until such time as a new Manager is elected by
the Board of Directors. The business and affairs of the Company shall be managed
exclusively by and under the direction of the Manager in accordance with the
terms of this Agreement, and the Manager shall have the sole and exclusive
responsibility and authority for the management of the Company.





                                      -19-
<PAGE>   26

                  Section 8.3 OFFICERS. The Manager may designate and appoint
such Officers as may be appropriate, as determined by the Manager, to conduct
the business and affairs of the Company, and such Officers shall hold office
until their successors are duly appointed. The Manager may also establish
additional or alternate offices of the Company as it deems advisable, and such
offices shall be filled with such Officers, who shall perform such duties and
serve such terms, as the Manager shall determine from time to time.

                                   ARTICLE IX

                           SHARES AND CAPITAL ACCOUNTS

                  Section 9.1 CAPITAL CONTRIBUTIONS. The agreed value of the
initial capital contributions contemplated by Section 2.7 shall be as set forth
on Schedule A.

                  Section 9.2 STATUS OF CAPITAL CONTRIBUTIONS. (a) No Member
shall receive any interest, salary or drawing with respect to its Capital
Contributions or its Capital Account or for services rendered on behalf of the
Company or otherwise in its capacity as a Member, except as otherwise
specifically provided in this Agreement with respect to allocations and
distributions.

                  (b) Except as otherwise provided herein and by the Delaware
Act, the Members shall be liable only to make their Capital Contributions
pursuant to Section 2.7 hereof, and no Member shall be required to lend any
funds to the Company or to make any additional Capital Contributions to the
Company except as provided herein or therein. Other than as provided under the
Delaware Act, no Member shall have any personal liability for the payment of any
Capital Contribution of any other Member who is not an Affiliate of such Member.

                  Section 9.3 CAPITAL ACCOUNTS. (a) An individual Capital
Account shall be established and maintained for each Member by class of Share.

                  (b) The Capital Account of each Member by class of Share shall
be maintained in accordance with the following provisions:

                  (i) to such Member's Capital Account there shall be credited
         such Member's Capital Contributions, if any, when and as received,
         Profits and Gross Income and other items of Company income and gain
         allocated to such Member pursuant to Sections 10.1 and 10.2 hereof and
         the amount of any Company liabilities that are assumed by such Member
         or that are secured by any Company assets distributed to such Member;

                  (ii) to such Member's Capital Account there shall be debited
         the amount of cash and the Gross Asset Value of any Company assets
         (other than cash) transferred in kind to such Member in a Distribution
         pursuant to any provision of this Agreement, Losses and other items of
         Company loss and deduction allocated to such Member pursuant to
         Sections 10.1 and 10.2 hereof and the amount of any liabilities of such
         Member that are assumed by the Company (other than liabilities taken
         into account in determining a Member's Capital Contribution);





                                      -20-
<PAGE>   27

                  (iii) in determining the amount of any liability for purposes
         of this subsection (b), there shall be taken into account ss. 752(c) of
         the Code and any other applicable provisions of the Code and the
         Treasury Regulations;

                  (iv) Capital Accounts shall be otherwise adjusted in
         accordance with Treasury Regulation ss. 1.704-1(b); and

                  (v) if Shares are transferred in accordance with the terms of
         this Agreement, the transferee shall succeed to the Capital Account of
         the transferor to the extent it relates to the transferred Shares.

                  The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to comply
with Treasury Regulation ss. 1.704-1(b), and shall be interpreted and applied in
a manner consistent with such Treasury Regulation.

                  Section 9.4 ADVANCES. If any Member shall advance any funds to
the Company in addition to its Capital Contributions, the amount of such advance
shall neither increase its Capital Account nor entitle it to any increase in its
share of the Distributions of the Company. The amount of any such advance shall
be a debt obligation of the Company to such Member and shall be repaid to it by
the Company with such interest rate, conditions and terms as mutually agreed
upon by such Member and the Manager. Any such advance shall be payable and
collectible only out of Company assets, and the other Members shall not be
personally obligated to repay any part thereof. No Person who makes any
nonrecourse loan to the Company shall have or acquire, as a result of making
such loan, any direct or indirect interest in the profits, capital or property
of the Company, other than as a creditor.

                  Section 9.5 REDEMPTION OF SHARES. (a) Class A Shares shall not
be redeemable by the Company.

                  (b) The Class B Shares shall be redeemable in whole by the
Company during the exercise period for the Class B Option, as set forth in the
Class B Option, for an aggregate redemption price of $139.9 million, less the
aggregate amount of all distributions made on the Class B Shares (other than the
distributions required by Section 11.2) PLUS the aggregate amount of capital
contributed by the holder on the Class B Shares (other than the Marks) (as
adjusted pursuant to this paragraph, the "REDEMPTION PRICE"). Upon such
redemption, PM shall be required to cause each Guarantor to be released from its
obligation as guarantor of the Loan and for any related Liens on the Class B
Shares to be released. In the event of such redemption, the Company shall
provide notice to the Liggett Parties, which notice shall set forth a date for
the redemption to be effected, which date shall be a date not less than 20 days
following the date such notice is provided. At the specified date, the Liggett
Parties shall deliver to the Company any certificates or other evidence of the
Class B Shares, free and clear of all Liens (other than Liens relating to the
Loan), against payment of the Redemption Price, and the parties shall execute
such other customary documents as may be required to effect the redemption of
the Class B Shares. In the event that the outstanding principal amount under the
Loan Agreement has been reduced due to payments to the lenders by any Guarantor,
then, provided that the Company or a Class A Member (i) has no further liability
(contingent or otherwise) with respect to the Loan 




                                      -21-
<PAGE>   28

amount so repaid (whether to the lender, the Guarantor or another) and (ii) has
not previously repaid or otherwise reimbursed such Guarantor for such payment,
the Redemption Price shall be increased by the amount of such reduction.

                  Section 9.6 LIGGETT PARTIES' CLASS B PUT OPTION. Provided that
either the Class A Option has been exercised or was required to have been
exercised pursuant to the Class A Option Agreement, the Liggett Parties shall
have a put option pursuant to which, upon written notice provided by the Liggett
Parties to PM, PM (or its designee) shall be required to purchase, and the
Liggett Parties shall be required to sell, all, but not less than all, of the
then-outstanding Class B Shares to PM (or PM's designee) at a put price that is
$5 million less than the then-applicable Redemption Price but in no event less
than $500,000 (the "PUT OPTION"). The Put Option shall be exercisable at any
time during the period (the "PUT PERIOD") beginning on March 2, 2010 and ending
at 5:00 p.m. (New York City time) on May 31, 2010. The Put Option shall be
consummated on the date specified in the written notice described in this
paragraph, which date shall be a date not less than 20 days following the date
such notice is provided. Upon consummation of the Put Option exercise, PM shall
be required to cause each Guarantor to be released from its obligations as
guarantor of the Loan and for any related Liens on the Class B Shares to be
released. At the specified date, the Liggett Parties shall deliver to PM (or its
designee) any certificates or other evidence of the Class B Shares, free and
clear of all encumbrances and restrictions, against payment of the Put Option
price, and the parties shall execute such other customary documents as may be
required to effect the exchange of the Class B Shares.

                  Section 9.7 LIGGETT PARTIES' CLASS B CONVERSION RIGHT. At the
expiration of the Put Period, if the Class B Option has not been exercised, and
the Class B Shares have not been redeemed by the Company pursuant to Section
9.5, the holders of the Class B Shares shall be entitled, at their election, to
convert all, but not less than all, of the then-outstanding Class B Shares into
an equivalent number of Class A Shares, which newly issued Class A Shares shall
have the same rights to share in future profits and losses of the Company, and
the same aggregate voting power, as the Class A Shares issued at the Closing.
The Class A Shares issued pursuant to this Section shall represent 50% of the
aggregate capital of the Company created pursuant to Section 2.7.

                  Section 9.8 ASSIGNMENT AND ENCUMBRANCE OF INTERESTS. (a)
Except as otherwise provided herein or in the Class A Option Agreement or the
Class B Option Agreement, the Class A Shares and the Class B Shares shall not be
transferable or otherwise subject to Assignment by any party, except that the
Class A Shares (or, upon exercise of the Class B Option or the Put Option, the
Class B Shares) may be Assigned by PM so long as the acquiring party assumes the
obligations of PM under this Agreement (or the PRO RATA portion thereof, based
on the percentage interest transferred) and such transfer shall not relieve PM
of any of its obligations hereunder.

                  (b) The Liggett Parties shall not in any way Assign any Class
A Shares or Class B Shares owned by them; PROVIDED, HOWEVER, that the Class B
Shares may be pledged by a Guarantor to secure the borrowing under the Loan
Agreement, so long as such pledge, by its 




                                      -22-
<PAGE>   29

terms, provides that the encumbrance shall be eliminated when the Guarantor is
released from its obligations under the Loan Agreement (including upon repayment
of the entire Loan Amount).

                                    ARTICLE X

                                   ALLOCATIONS

                  Section 10.1 ALLOCATION OF GROSS INCOME. Beginning on the date
immediately following the Closing Date, gross income in an amount equal to
$500,000 (prorated for periods less than twelve months) shall be credited
annually (and at such other times that such allocation would make a difference
in connection with another allocation, distribution or other event under this
Agreement) PRO RATA to the holders of Class B Shares.

                  Section 10.2 ALLOCATION OF PROFITS. Subject to Sections 10.3
and 10.4, the Company's Profits (taking into account the amount of any gross
income allocated under Section 10.1 above as an item of deduction) shall be
allocated annually (and at such other times that such allocation would make a
difference in connection with another allocation, distribution or other event
under this Agreement) to the Class A Members in the following order:

                  (i) first, PRO RATA to the holders of the Class A Shares until
         they have been allocated Profits equal to the amount of Losses
         previously allocated under Section 10.3(i) below not previously offset
         by an allocation of Profits under this clause; and

                  (ii) second, PRO RATA to the holders of the Class A Shares.

                  Section 10.3 ALLOCATION OF LOSSES. Subject to Sections 10.3
and 10.4, the Company's Losses (taking into account the amount of gross income
allocated under Section 10.1 above as an item of deduction) shall be allocated
annually (and at such other times that such allocation would make a difference
in connection with another allocation, distribution or other event under this
Agreement) to the Class A Shares in the following order:

                  (i) first, PRO RATA until such holders have been allocated an
         amount of Losses equal to the amount of Net Income previously allocated
         to the holders of Class A Shares under Section 10.2(ii) not previously
         offset by an allocation of Net Losses under this clause; and

                  (ii) second, PRO RATA to the holders of Class A Shares.

                  Section 10.4 ALLOCATION RULES. (a) In the event there is a
change in the respective ownership interests of Class A Members during the year,
the Profits (or Losses) allocated to the Members for each Fiscal Year during
which there is a change in the respective ownership interests of Members during
the year shall be allocated among the Members in proportion to the ownership
interests during such Fiscal Year in accordance with section 706 of the Code, 
using any convention permitted by law and selected by the Company Board.





                                      -23-
<PAGE>   30

                  (b) For purposes of determining the Profits, Losses or any
other items allocable to any period, Profits, Losses and any such other items
shall be determined on a daily, monthly or other basis, as determined by the
Manager using any method that is permissible under section 706 of the Code and 
the Treasury Regulations thereunder.

                  (c) Except as otherwise provided in this Agreement, all items
of Company income, gain, loss, deduction, credit and any other allocations not
otherwise provided for shall be divided among the Class A Members in the same
proportions as they share Profits and Losses for the Fiscal Year in question.

                  (d) The Members agree to report their shares of Company
income, gain, loss, deduction and credit in conformity with the allocation
provisions contained in this Article X.

                  Section 10.5 REGULATORY ALLOCATIONS. The following allocations
shall be made in the following order of priority:

                  (a) COMPANY MINIMUM GAIN CHARGEBACK. Except as otherwise
provided in Treasury Regulation section 1.704-2(f), notwithstanding any other
provision of this Article X, if there is a net decrease in Company Minimum Gain
during any Fiscal Year, each Member shall be specially allocated items of
Company income and gain for such Fiscal Year (and, if necessary, subsequent
Fiscal Years) in an amount equal to such Member's share of the net decrease in
Company Minimum Gain, determined in accordance with Treasury Regulation section
1.704-2(g). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Treasury Regulations sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section
10.5(a) is intended to comply with the minimum gain chargeback requirements set
forth in Treasury Regulation section 1.704-2(f) and shall be interpreted
consistently therewith.

                  (b) MEMBER MINIMUM GAIN CHARGEBACK. Except as otherwise
provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding any other
provision of this Article X, if there is a net decrease in Member Minimum Gain
attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member
who has a share of the Member Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with Treasury Regulation section
1.704-2(i)(5), shall be specially allocated items of Company income and gain for
such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal
to the portion of such Member's share of the net decrease in Member Minimum Gain
attributable to such Member Nonrecourse Debt, determined in accordance with
Treasury Regulations section 1.704-2(i)(4). Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be
allocated to each Member pursuant thereto. The items to be so allocated shall be
determined in accordance with Treasury Regulations sections 1.704-2(i)(4) and
1.704-2(j)(2). This Section 10.5(b) is intended to comply with Treasury
Regulation section 1.704-2(i)(4) and shall be interpreted consistently 
therewith.

                   (c) NONRECOURSE DEDUCTIONS. Nonrecourse Deductions for any
Fiscal Year shall be specially allocated among the Class A Members in proportion
to the allocations for such Fiscal Year of Profits under Section 10.2 or Losses
under Section 10.3, as applicable.





                                      -24-
<PAGE>   31

                  (d) ALLOCATION OF MEMBER NONRECOURSE DEDUCTIONS. Any Member
Nonrecourse Deduction for any Fiscal Year shall be specially allocated to the
Member who bears the Economic Risk of Loss with respect to the Member
Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in
accordance with Treasury Regulation section 1.704-2(i)(1). The Members
acknowledge and agree that, as collateralized guarantor of the Loan Amount, Eve
shall be deemed for purposes of this Section 10.5(d) during the period of such
guaranty to bear the Economic Risk of Loss with respect to the Loan Amount
which, for such period, shall constitute Member Nonrecourse Debt.

                  (e) QUALIFIED INCOME OFFSET. In the event any Member
unexpectedly receives any adjustments, allocations or distributions described in
Treasury Regulations sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5)
or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain (consisting of a
PRO RATA portion of each item of Company income, including gross income, and
gain for the Fiscal Year) shall be specially allocated to each such Member in an
amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulation, the Adjusted Capital Account Deficit of such Member created
by such adjustments, allocations or distributions as quickly as possible;
PROVIDED that an allocation pursuant to this Section 10.5(e) shall be made if
and only to the extent that such Member would have an Adjusted Capital Account
Deficit after all other allocations provided for in this Section 10.5 have been
tentatively made as if this Section 10.5(e) were not in this Agreement. This
Section 10.5(e) is intended to comply with the qualified income offset
requirement in Treasury Regulation section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

                  (f) GROSS INCOME ALLOCATION. In the event any Member has a
deficit Capital Account at the end of any Fiscal Year that is in excess of the
sum of (i) the amount such Member is obligated to restore pursuant to the terms
of this Agreement or otherwise, and (ii) the amount such Member is deemed to be
obligated to restore pursuant to the penultimate sentence of each of Treasury
Regulations sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be
specially allocated items of Company income and gain in the amount of such
excess as quickly as possible, provided that an allocation pursuant to this
Section 10.5(f) shall be made if and only to the extent that such Member would
have a deficit Capital Account in excess of such sum after all other allocations
provided for in this Section 10.5 have been tentatively made as if Section
10.5(e) and this Section 10.5(f) were not in this Agreement.

                  (g) MEMBER NONRECOURSE DEDUCTIONS. If any Class A Member bears
the Economic Risk of Loss with respect to a Member Nonrecourse Liability, any
Member Nonrecourse Deduction for any Fiscal Year shall be specially allocated to
the Member who bears the Economic Risk of Loss with respect to the Member
Nonrecourse Liability to which such Member Nonrecourse Deductions are
attributable in accordance with Treasury Regulation section 1.704-2(i).

                  (h) ADJUSTMENTS OCCASIONED BY CODE SECTION 754 ELECTION. To 
the extent an adjustment to the adjusted tax basis of any Company asset pursuant
to Code section 734(b) or Code section 743(b) is required pursuant to an
election under Code section 754 to be taken into account in determining Capital
Accounts as the result of a distribution to a Member in complete liquidation of
its 




                                      -25-
<PAGE>   32
interest, the amount of such adjustment to Capital Accounts shall be treated as
an item of gain (if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis) and such gain or loss shall be specially
allocated to the Member in accordance with their interests in the event Treasury
Regulation section 1.704-1(b)(2)(IV)(M)(2) applies, or to the Member to whom
such distribution was made in the event Treasury Regulation section
1.704-1(b)(2)(IV)(M)(4) applies.

                  (i) DEDUCTIONS UNDER SECTION 709 OF THE CODE. Deductions under
section 709 of the Code for amortization of amounts paid or incurred to organize
the Company or, in the case of liquidation of the Company prior to the end of
the amortization period specified in section 709 of the Code, deductions under
section 165 of the Code for the previously unrecovered portion of such amounts,
shall be specially allocated to the Member who paid or incurred such amounts and
such Member's Capital Account shall be credited for amounts paid or incurred by
such Member.

                  Section 10.6 TREATMENT OF REGULATORY ALLOCATIONS. The
allocations set forth in Section 10.5 (the "REGULATORY ALLOCATIONS") are
intended to comply with and shall be interpreted consistently with certain
requirements of Treasury Regulations sections 1.704-1 and 1.704-2.
Notwithstanding any other provisions of this Article VI (other than the
Regulatory Allocations), the Regulatory Allocations shall be taken into account
in allocating other Net Profits and Net Losses and items of income, gain, loss
and deduction among Members so that, to the extent possible, the net amount of
such allocations of other Profits and Losses and other items and the Regulatory
Allocations to each Member shall be equal to the net amount that would have been
allocated to such Unitholder if the Regulatory Allocations had not occurred.

                  Section 10.7 TAX ALLOCATIONS; SECTION 704(c) OF THE CODE. (a)
In accordance with section 704(c) of the Code and Treasury Regulation section
1.704-3(c) thereunder, income, gain, loss and deduction with respect to any
property contributed to the capital of the Company shall, solely for income tax
purposes, be allocated among the Members using the traditional method of
allocation under section 704(c) of the Code so as to take account of any
variation between the adjusted basis of such property to the Company for United
States federal income tax purposes and its initial Gross Asset Value (computed
in accordance with paragraph (a) of the definition of "GROSS ASSET VALUE"
contained in Section 1.1 hereof).

                  (b) In the event the Gross Asset Value of any Company asset is
adjusted pursuant to paragraph (b) of the definition of "GROSS ASSET VALUE"
contained in Section 1.1 hereof, subsequent allocations of income, gain, loss
and deduction with respect to such asset shall, solely for income tax purposes,
take account of any variation between the adjusted basis of such asset for
United States federal income tax purposes and its Gross Asset Value in the same
manner as under section 704(c) of the Code and the Treasury Regulations
thereunder.

                  (c) Allocations pursuant to this Section 10.7 are solely for
purposes of United States federal, state and local taxes, and shall not affect,
or in any way be taken into account in computing, any Member's Capital Account
or share of Profits, Losses, other items or distributions pursuant to any
provision of this Agreement.




                                      -26-
<PAGE>   33

                                   ARTICLE XI

                                  DISTRIBUTIONS

                  Section 11.1 DISTRIBUTIONS. Subject to Section 11.2, the
Manager may make PRO RATA Distributions in accordance with the Class A Members'
respective ownership interests of cash and property, in each case in proportion
to the respective ownership interests at such times as it deems appropriate, at
its sole discretion.

                  Section 11.2 MANDATORY DISTRIBUTIONS. Notwithstanding Section
11.1 above, but subject to Section 2.7(b)(vii), during each Fiscal Year that the
Class B Shares are outstanding, all Distributions made by the Company shall be
made 50% to the Class A Shares and 50% to the Class B Shares until such time as
the Class B Shares shall have received Distributions equal to $500,000 and
thereafter shall be made entirely to the Class A Members. Such Distribution
shall be made to all Class B Members in accordance with their percentage
ownership of the Class B Shares.

                  Section 11.3 LIMITATIONS ON DISTRIBUTION. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not
make any Distribution if such Distribution would violate Section 18-607 of the
Delaware Act or other applicable law, but shall instead make such Distribution
as soon as practicable after the making of such Distribution would not cause
such violation.

                                   ARTICLE XII

                                BOOKS AND RECORDS

                  Section 12.1 BOOKS, RECORDS AND FINANCIAL STATEMENTS. (a) The
Company shall at all times maintain, at its principal place of business,
separate books of account for the Company that shall show a true and accurate
record of all costs and expenses incurred, all charges made, all credits made
and received and all income derived in connection with the operation of the
Company in accordance with GAAP consistently applied, and, to the extent
inconsistent therewith, in accordance with this Agreement. Such books of
account, together with a copy of this Agreement and the Certificate, shall at
all times be maintained at the principal place of business of the Company and
shall be open to inspection and examination at reasonable times by each Class A
Member and its duly authorized representatives for any proper purpose reasonably
related to such Member's interest in the Company.

                  (b) The Officers shall prepare and maintain, or cause to be
prepared and maintained, the books of account of the Company. The following
financial information, prepared in accordance with GAAP and applied on a basis
consistent with prior periods, shall be transmitted by the Company to each Class
A Member as soon as reasonably practicable after the close of each Fiscal Year:





                                      -27-
<PAGE>   34

                  (i) balance sheet of the Company as of the beginning and close
         of such Fiscal Year;

                  (ii) statement of profits and losses for such Fiscal Year;

                  (iii) statement of each Member's Capital Account as of the
         close of such Fiscal Year, and changes therein during such Fiscal Year;
         and

                  (iv) statement of the Company's cash flows during such Fiscal
         Year.

                  (c) The Company shall prepare in accordance with United States
federal income tax principles and transmit to each Member as soon as reasonably
practicable after the close of each Fiscal Year a statement indicating such
Member's share of each item of the Company income, gain, loss, deduction or
credit for such Fiscal Year for income tax purposes, which statement shall
include or consist of a Schedule K-1 to the Company's Internal Revenue Service
Form 1065 (or any corresponding schedule to any successor form) for such Fiscal
Year.

                  Section 12.2 ACCOUNTING METHOD. For both financial and tax
reporting purposes and for purposes of determining Profits and Losses, the books
and records of the Company shall be kept on the accrual method of accounting and
shall reflect all Company transactions and be appropriate and adequate for the
Company's business.

                  Section 12.3 ANNUAL AUDIT. The financial statements of the
Company shall be audited by an independent certified public accountant, selected
by the Manager, with such audit to be accompanied by a report of such accountant
containing its opinion. The cost of such audit shall be an expense of the
Company.

                                  ARTICLE XIII

                                   TAX MATTERS

                  Section 13.1 TAX MATTERS. (a) PM shall be the "TAX MATTERS
PARTNER" of the Company for purposes of section 6231(a)(7) of the Code;
PROVIDED, HOWEVER, that if PM shall at any time not own a majority of the Class
A Interests, the Tax Matters Partner shall be the Member owning the largest
percentage of the Class A Interests. The Tax Matters Partner shall cause to be
prepared for each taxable year of the Company the federal, state and local tax
returns and information returns, if any, which the Company is required to file.

                  (b) The Company shall, within ten (10) days of the receipt of
any notice from the Internal Revenue Service or any state, local or foreign tax
authority in any administrative proceeding at the Company level relating to the
determination of any Company item of income, gain, loss, deduction or credit,
mail a copy of such notice to each Member.

                  Section 13.2 SECTION 709 ELECTION. The Tax Matters Partner may
cause the Company to file, with the Company's Internal Revenue Service Form 1065
for the taxable year in which the Company begins business, an election under
section 709 of the Code (meeting the




                                      -28-
<PAGE>   35

requirements of Treasury Regulation section 1.709-1(c)) to amortize its
organizational expenses over 60 months. Each Member agrees to (i) treat any
amounts paid or incurred by such Member to organize the Company as deferred
expenses of the Company that are subject to section 709 of the Code and (ii)
maintain records of any such amounts that are sufficiently detailed to enable
the Company to file an election meeting the requirements of Treasury Regulation
section 1.709-1(c).

                  Section 13.3 TAXATION AS PARTNERSHIP. The Company will elect
to be treated as a partnership for United States federal income tax purposes.

                                   ARTICLE XIV

                   LIABILITY, EXCULPATION AND INDEMNIFICATION

                  Section 14.1 LIABILITY. Except as otherwise provided by the
Delaware Act, the debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the Company, and no Covered Person or Member shall be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a Covered Person or Member. Except as expressly
provided herein, no Member in its capacity as such, shall have liability to the
Company, any other Member or the creditors of the Company.

                  Section 14.2 EXCULPATION. (a) No Covered Person shall be
liable to the Company or any other Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such Covered
Person in good faith on behalf of the Company and in a manner reasonably
believed to be within the scope of authority conferred on such Covered Person by
this Agreement, the Company's board of directors (if any) or an appropriate
Officer or employee of the Company, except that a Covered Person shall be liable
for any such loss, damage or claim incurred by reason of such Covered Person's
gross negligence, fraud or willful misconduct.

                  (b) A Covered Person shall be fully protected in relying in
good faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any Person as to matters the
Covered Person reasonably believes are within such other Person's professional
or expert competence, including information, opinions, reports or statements as
to the value and amount of the assets, liabilities, Profits or Losses or any
other facts pertinent to the existence and amount of assets from which
distributions to Members might properly be paid.

                  Section 14.3 FIDUCIARY DUTY. To the extent that, at law or in
equity, a Covered Person has duties (including fiduciary duties) and liabilities
relating thereto to the Company or to any Member, a Covered Person acting under
this Agreement shall not be liable to the Company or to any Member for its good
faith acts or omissions in reliance on the provisions of this Agreement. The
provisions of this Agreement, to the extent that they restrict the duties and
liabilities of a Covered Person otherwise existing at law or in equity, are
agreed by the parties hereto to replace such other duties and liabilities of
such Covered Person.





                                      -29-
<PAGE>   36

                  Section 14.4 INDEMNIFICATION. To the fullest extent permitted
by applicable law, a Covered Person shall be entitled to indemnification from
the Company for any loss, damage or claim incurred by such Covered Person by
reason of any act or omission performed or omitted by such Covered Person in
good faith on behalf of the Company and in a manner reasonably believed to be
within the scope of authority conferred on such Covered Person by this
Agreement, except that no Covered Person shall be entitled to be indemnified in
respect of any loss, damage or claim incurred by such Covered Person by reason
of gross negligence, fraud or willful misconduct with respect to such acts or
omissions; PROVIDED, HOWEVER, that any indemnity under this Section shall be
provided out of and to the extent of Company assets only, and no Covered Person
shall have any personal liability on account thereof.

                  Section 14.5 EXPENSES. To the fullest extent permitted by
applicable law, reasonable expenses (including reasonable legal fees) incurred
by a Covered Person in defending any claim, demand, action, suit or proceeding
shall, from time to time, be advanced by the Company prior to the final
disposition of such claim, demand, action, suit or proceeding upon receipt by
the Company of an undertaking by or on behalf of the Covered Person to repay
such amount if it shall be determined that the Covered Person is not entitled to
be indemnified as authorized in Section 14.4 hereof.

                  Section 14.6 INSURANCE. The Company may purchase and maintain
insurance, to the extent and in such amounts as the Manager shall deem
reasonable or appropriate, on behalf of Covered Persons and such other Persons
as the Manager shall determine, against any liability that may be asserted
against or expenses that may be incurred by any such Person in connection with
the activities of the Company or such indemnities, regardless of whether the
Company would have the power to indemnify such Person against such liability
under the provisions of this Agreement. The Members and the Company may enter
into indemnity contracts with Covered Persons and such other Persons as the
Manager shall determine and adopt written procedures pursuant to which
arrangements are made for the advancement of expenses and the funding of
obligations under Section 10.5 hereof and containing such other procedures
regarding indemnification as are appropriate.

                  Section 14.7 OUTSIDE BUSINESSES. Any Member (including any
Member that is the Manager) or Affiliate thereof may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Company, and the
Company and the Members shall have no rights by virtue of this Agreement in and
to such independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the
Company, shall not be deemed wrongful or improper. No Member or Affiliate
thereof shall be obligated to present any particular investment opportunity to
the Company even if such opportunity is of a character that, if presented to the
Company, could be taken by the Company, and any Member or Affiliate thereof
shall have the right to take for its own account (individually or as a partner
or fiduciary) or to recommend to others any such particular investment
opportunity. The Members acknowledge and agree that the Manager, and the
Officers, employees and agents of the Company may be Affiliates of a Member, or
employees of a Member or its Affiliates, and the Members hereby waive, with
respect only to their interest in the Company, any claims against 




                                      -30-
<PAGE>   37

such Persons in respect of "corporate opportunities" or similar doctrines. The
provisions of this Section 14.7 shall not in any way limit, modify or amend the
terms of any noncompetition, license or employment agreement that may be entered
into between the Company and any Member, which terms shall be binding on the
parties thereto.

                  Section 14.8 THIRD-PARTY BENEFICIARIES. There shall be no
third-party beneficiaries of this Agreement, except that the Indemnified Parties
shall be third-party beneficiaries of the provisions of Section 2.9 and Covered
Persons shall be third-party beneficiaries of this Article XIV.

                                   ARTICLE XV

                               ADDITIONAL MEMBERS

                  Section 15.1 ADMISSION. Except as provided in Section 2.7,
Article VI or Section 9.7, the Company may not admit any new Members and may
issue no new Class A Shares or Class B Shares.

                                   ARTICLE XVI

                                   ASSIGNMENTS

                  Section 16.1 RECOGNITION OF ASSIGNMENT BY THE COMPANY. No
Assignment of Shares in violation of this Agreement or the Class A Option or
Class B Option shall be valid or effective, and neither the Company nor the
Members shall recognize the same for the purpose of making allocations or
Distributions. Neither the Company nor the Members shall incur any liability as
a result of refusing to make any such allocations or Distributions with respect
to Assigned Shares in violation of this Article.

                  Section 16.2 EFFECT OF ASSIGNMENT. No Assignment by any Party
of its rights under this Agreement or of any interest in the Company shall
relieve such Party of its obligations hereunder.

                                  ARTICLE XVII

                    DISSOLUTION, LIQUIDATION AND TERMINATION

                  Section 17.1 NO DISSOLUTION. The death, retirement,
resignation, expulsion, bankruptcy or dissolution of any Member or the
occurrence of any other event that terminates the continued membership of a
Member in the Company shall not, in and of itself, cause the dissolution of the
Company. In such event, the business of the Company shall be continued by the
remaining Members.





                                      -31-
<PAGE>   38

                  Section 17.2 LIQUIDATION. Upon dissolution of the Company,
unless the Members reconstitute the Company, the Person or Persons approved by
the Class A Members to carry out the winding up of the Company shall immediately
commence to wind up the Company's affairs; PROVIDED, HOWEVER, that a reasonable
time shall be allowed for the orderly liquidation of the assets of the Company
and the satisfaction of liabilities to creditors so as to enable the Members to
minimize the normal losses attendant upon a liquidation. The Members shall
continue to share income, Profits and Losses during liquidation as specified in
Article X hereof. The proceeds of liquidation shall be distributed in the
following order and priority:

                  (a) to secured creditors of the Company whether or not they
         are Members and to unsecured creditors that are not Members, to the
         extent otherwise permitted by law, in satisfaction of the liabilities
         of the Company (whether by payment or the making of reasonable
         provision for payment thereof);

                  (b) to unsecured creditors of the Company that are Members, to
         the extent otherwise permitted by law, in satisfaction of the
         liabilities of the Company (whether by payment or the making of
         reasonable provision for payment thereof);

                  (c) to the holders of the Class B Shares on a PRO RATA basis
         in accordance with their respective Capital Accounts;

                  (d) to the holders of the Class A Shares on a PRO RATA basis
         in accordance with their respective Capital Accounts; and

                  (e) to the holders of the Class A shares on a PRO RATA basis
         in accordance with their respective ownership of Class A Shares.

                  Section 17.3 TERMINATION. The Company shall terminate when all
of the assets of the Company, after payment, or due provision for all debts,
liabilities and obligations, of the Company shall have been distributed to the
Members in the manner provided for in this Article XVII and the Certificate
shall have been canceled in the manner required by the Delaware Act.

                  Section 17.4 CLAIMS OF THE MEMBERS. The Members and former
Members shall look solely to the Company's assets for the return of their
Capital Contributions, and if the assets of the Company remaining after payment
of or due provision for all debts, liabilities and obligations of the Company
are insufficient to return such Capital Contributions, the Members and former
Members shall have no recourse against the Company or any other Member.

                                  ARTICLE XVIII

                                  MISCELLANEOUS

                  Section 18.1 NOTICES. All notices provided for in this
Agreement shall be in writing, duly signed by the party giving such notice, and
shall be hand delivered, faxed or mailed by registered or certified mail or
overnight courier service, as follows:




                                      -32-

<PAGE>   39

                  (a)  if given to the Company:

                  Brands LLC
                  c/o Philip Morris Incorporated
                  120 Park Avenue
                  New York, NY  10017
                  Facsimile:  (917) 663-5399
                  Attention:  General Counsel, PM USA

                  (b) if given to any Member:

                  (i)  to PM or its designee:

                  Philip Morris Incorporated
                  120 Park Avenue
                  New York, NY  10017
                  Facsimile:  (917) 663-5399
                  Attention:  General Counsel, PM USA

                  with a copy to:

                  Wachtell, Lipton, Rosen & Katz
                  51 West 52nd Street
                  New York, NY  10019
                  Facsimile:  (212) 403-2000
                  Attention:  Elliott V. Stein;

                  (ii) to the Liggett Parties:

                  c/o Brooke Group Ltd.
                  100 S.E. Second Street, 32nd floor
                  Miami, FL  33131
                  Facsimile:  (305) 579-8009
                  Attention:  Richard J. Lampen
                              Executive Vice President

                  with a copy to:

                  Milbank, Tweed, Hadley & McCloy
                  One Chase Manhattan Plaza
                  New York, NY  10005
                  Facsimile:  (212) 530-5219

                  Attention:  Michael W. Goroff and Simon Friedman

                  All such notices shall be deemed to have been given when
received. The address for receipt of notice may be changed by providing written
notice to the Company.





                                      -33-
<PAGE>   40

                  Section 18.2 FORMATION EXPENSES. Each party shall pay its own
expenses incurred in connection with the formation of the Company.

                  Section 18.3 FAILURE TO PURSUE REMEDIES. The failure of any
party to seek redress for violation of, or to insist upon the strict performance
of, any provision of this Agreement shall not prevent a subsequent act, which
would have originally constituted a violation, from having the effect of an
original violation.

                  Section 18.4 CUMULATIVE REMEDIES. The rights and remedies
provided by this Agreement are cumulative and the use of any one right or remedy
by any party shall not preclude or waive its right to use any or all other
remedies. Said rights and remedies are given in addition to any other rights the
parties may have by law, statute, ordinance or otherwise.

                  Section 18.5 BINDING EFFECT. This Agreement shall be binding
upon and inure to the benefit of all of the parties and, to the extent permitted
by this Agreement, their successors, legal representatives and assigns.

                  Section 18.6 INTERPRETATION. All references herein to
"Articles," "Sections" and "Paragraphs" shall refer to corresponding provisions
of this Agreement. Whenever the words "INCLUDE," "INCLUDES" or "INCLUDING" are
used in this Agreement, they shall be deemed to be followed by the words
"WITHOUT limitation." The words "HEREOF," "HEREIN" and "HEREUNDER" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. All terms defined
in this Agreement shall have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto unless otherwise defined
therein. The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such term. Any agreement, instrument or
statute defined or referred to herein or in any agreement or instrument that is
referred to herein means such agreement, instrument or statute as from time to
time amended, modified or supplemented, including (in the case of agreements or
instruments) by waiver or consent in writing and (in the case of statutes) by
succession of comparable successor statutes and references to all attachments
thereto and instruments incorporated therein. References to a Person are also to
its permitted successors and assigns.

                  Section 18.7 SEVERABILITY. The invalidity or unenforceability
of any particular provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision were omitted.

                  Section 18.8 COUNTERPARTS. This Agreement may be executed in
any number of counterparts with the same effect as if all parties hereto had
signed the same document. All counterparts shall be construed together and shall
constitute one instrument.

                  Section 18.9 INTEGRATION. There are no oral agreements,
understandings, representations or warranties between the Parties with respect
to the subject matter hereof.





                                      -34-
<PAGE>   41

                  Section 18.10 GOVERNING LAW. This Agreement and the rights of
the parties hereunder shall be interpreted in accordance with the laws of the
State of New York (other than with respect to matters relating to the
obligations, rights and powers of the Company and the Members under the Delaware
Act), and all rights and remedies shall be governed by such laws without regard
to principles of conflict of laws.

                  Section 18.11 CONSENT TO JURISDICTION. Each of the Parties (i)
consents to submit itself to the personal jurisdiction of any Federal or state
court located in the State of New York in the event that any dispute arises out
of this Agreement or any of the transactions contemplated hereby, (ii) agrees
that it will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court and (iii) agrees that it will not
bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a Federal or state court
sitting in the State of New York.

                  Section 18.12 CONFIDENTIALITY. Each Member expressly
acknowledges that such Member will receive confidential and proprietary
information relating to the Company, including, without limitation, information
relating to the Company's financial condition and business plans, and that the
disclosure of such confidential information to a third party would cause
irreparable injury to the Company. Except with the prior written consent of the
Company or as required by law, no Member shall disclose any such information to
a third party (other than on a "need to know" basis to any Affiliate or any
employee, agent or representative of such Member or its Affiliates (each of whom
shall agree to maintain the confidentiality of such information)), and each
Member shall use reasonable efforts to preserve the confidentiality of such
information.

                  Section 18.13 GOVERNMENTAL NOTICES. A Member shall, within 10
days of receipt of any notice from a Governmental Entity, including but not
limited to, the Department of Justice, the Federal Trade Commission or the
Internal Revenue Service, relating to the formation, operation or treatment of
the Company or to the transactions contemplated by the Transaction Agreements,
mail a copy of such notice to each Member.

                  Section 18.14 PRIOR AGREEMENT. The letter agreement of
November 20, 1998 among Brooke, LMI, Liggett and PM regarding a prior
conditional settlement of certain litigation is unaffected by this Agreement and
remains in full force and effect.

                                   ARTICLE XIX

                                   AMENDMENTS

                  Section 19.1 AMENDMENTS. Any amendment to this Agreement shall
be adopted and be effective as an amendment hereto if approved by the
affirmative vote of a majority of the Total Voting Power, except that any
amendment which would adversely affect the rights or obligations of any Member
(or of the Class B Shares) shall also be approved by such Member (or by the
holders of a majority of the Class B Shares).




                                      -35-
<PAGE>   42


                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above stated.


                                  BROOKE GROUP LTD.



                                  By: /s/ Bennett S. LeBow
                                      -----------------------------------------
                                     Name:  Bennett S. LeBow
                                     Title:  Chairman of the Board and President



                                  LIGGETT & MYERS INC.



                                  By: /s/ Samuel M. Veasey
                                      -----------------------------------------
                                      Name:  Samuel M. Veasey
                                      Title:  Vice President



                                  EVE HOLDINGS INC.



                                  By: /s/ Bennett S. LeBow
                                      -----------------------------------------
                                      Name:  Bennett S. LeBow
                                      Title: Chairman of the Board and President



                                  LIGGETT GROUP INC.



                                  By: /s/ Samuel M. Veasey
                                      -----------------------------------------
                                      Name:  Samuel M. Veasey
                                      Title:  Senior Vice President



                                  PHILIP MORRIS INCORPORATED



                                  By: /s/ M.E. Szymanczyk
                                      -----------------------------------------
                                      Name:  M.E. Szymanczyk
                                      Title:  Chief Executive Officer





                                      -36-
<PAGE>   43


                                   SCHEDULE A

                                     Members

                             Agreed Value of Initial Capital         Number of
Name                                 Contribution (a)                Shares (a)
----                         -------------------------------         ---------
CLASS A SHARES                                                        CLASS A

                              Lark Mark
                              Chesterfield Mark
                              L&M Mark

CLASS B SHARES                                                        CLASS B

                              Lark Mark
                              Chesterfield Mark
                              L&M Mark

         Total
                                     --------------------             ---------





------------------------

(a) To be determined prior to Closing Date.




                                      -37-
<PAGE>   44

                                                                      EXHIBIT A

                           TRADEMARK LICENSE AGREEMENT

         TRADEMARK LICENSE AGREEMENT (the "Agreement") dated as of ____________,
1999, by and between Brands LLC, a Delaware limited liability company
("Licensor"), and Philip Morris Incorporated, a Virginia corporation
("Licensee").

         WHEREAS, an Affiliate of Licensee acquired in 1978 the entire business
of Liggett Group Inc. in the International Territory;

         WHEREAS, Licensor owns and has the right to license the Trademarks in
the United States (as defined herein) and desires to grant the Licensee such
rights in accordance with the terms of this Agreement; and

         WHEREAS, upon execution of this Agreement, Licensee will have the
exclusive right (including with respect to Licensor) to use the Trademarks in
the United States (as defined herein).

         NOW THEREFORE, in consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Licensor and Licensee agree as follows:

         1. DEFINITIONS. The following terms shall have the specified meanings
when used in this Agreement:

         (a) AFFILIATES: shall mean, with respect to any Person, any direct or
indirect subsidiary of such Person, any other Person that directly or through
one or more intermediaries, is controlled by, or is under common control with,
the specified Person, and, if such a Person is an individual, any member of the
immediate family (including parents, spouse and children) of such individual and
any trust whose principal beneficiary is such individual or one or more members
of such immediate family and any Person who is controlled by any such member or
trust. As used in this definition, the term "CONTROL" (including with
correlative meanings, "controlled by" and "under common control with") shall
mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies, whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise.
Notwithstanding the foregoing, for the purposes of this Agreement, (i) Licensor
and Licensee shall not be deemed to be Affiliates and (ii) Licensor shall not be
deemed to be an Affiliate of Eve Holdings Inc., a Delaware corporation ("Eve"),
or of any Affiliate of Eve.

         (b) BRANDS: shall mean "Lark," "Chesterfield" and "L&M."





<PAGE>   45

         (c) CONFIDENTIAL INFORMATION: shall mean all proprietary information
relating to the business and operations of Licensor or any of Licensor's
Affiliates, other than information that (i) is in the possession of Licensee
prior to the execution of this Agreement, (ii) becomes available to the public
other than as a result of a disclosure by Licensee or its officers, employees or
advisors, or (iii) is not acquired from Licensor or persons known by Licensee to
be in breach of an obligation of secrecy to Licensor.

         (d) INTERNATIONAL TERRITORY: means (i) any place in the world outside
the United States, (ii) ships and aircraft, purchasing duty-free, located within
or outside the United States, (iii) duty-free shops, embassies, legations and
others enjoying duty-free privileges (in each case to the extent they enjoy such
privileges from time to time) located within or outside the United States and
(iv) embassies, legations and other presences of the government of the United
States of America enjoying duty-free privileges (in each case to the extent they
enjoy such privileges from time to time) located outside the United States, but
excluding sales to the United States Military wherever situated.

         (e) INVENTORY: shall mean Licensee's inventory of Licensed Products and
of related work in progress then on hand as reflected in Licensee's books and
records.

         (f) LICENSED PRODUCTS: shall mean the cigarettes sold in the United
States under any of the Trademarks, conforming to the Quality Standards and
Specifications.

         (g) LLC AGREEMENT: shall mean that certain Formation and Limited
Liability Company Agreement dated as of January 12, 1999 between the Liggett
Parties (as defined therein) and Licensee.

         (h) NONTOBACCO MATERIALS: shall mean all components and ingredients,
other than tobacco, used in manufacturing the Licensed Products, including
casings and flavorings, tow and additives, cigarette paper, tipping paper and
packaging.

         (i) PERSON: shall include any individual, corporation, association,
partnership (general or limited), joint venture, trust, estate, limited
liability company or other legal entity or organization.

         (j) QUALITY STANDARDS AND SPECIFICATIONS: shall mean such
specifications, standards and directions of Licensor, as Licensor shall provide
to Licensee from time to time.

         (k) TAXES: shall mean any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all interest, penalties, or
other liabilities with respect thereto, excluding income taxes and franchise
taxes measured by the income of Licensor.

         (l) TRADEMARKS: shall mean all of the interest of the Licensor in all
trademarks, trade names, trade dress, service marks, registrations and
applications for registrations therefor, in each case relating to "Lark,"
"Chesterfield" and "L&M" brands, including any variation or product line
extension thereof and any derivative pertaining thereto, as set forth in
Schedule A hereto.




                                      -2-
<PAGE>   46

         (m) UNITED STATES: means the present fifty states of the United States
of America and the District of Columbia and shall exclude (a) its territories,
possessions and the Commonwealth of Puerto Rico, all as presently constituted,
and (b) all of the International Territory. When used herein, "sales in the
United States" include sales to the United States Military, wherever situated.

         (n) UNITED STATES MILITARY: shall mean appropriated and
non-appropriated fund activities of the United States Department of Defense,
Departments of the Army, Navy, Air Force, United States Marine Corps and United
States Coast Guard.

         2. LICENSE GRANT.

         (a) Licensor hereby grants to Licensee, upon the terms and subject to
the conditions and restrictions of this Agreement, the exclusive right to use
the Trademarks upon and in connection with the manufacture, marketing
distribution and sale of the Licensed Products in the United States.

         (b) Licensor acknowledges and agrees that the license granted hereunder
is exclusive as to Licensee, and Licensor agrees that it shall not use the
Trademarks in any manner whatsoever.

         (c) Licensee agrees that, subject to the rights granted in this
Agreement, Licensor owns all right, title and interest in the United States to
the Trademarks in the United States. No rights to the Trademarks in the United
States are granted herein other than those expressly enumerated.

         3. PROTECTION OF TRADEMARKS.

         (a) Licensee shall do everything in its power to protect the
Trademarks. To that end, Licensee shall fully comply with all the laws and
regulations in the United States which are applicable to the manufacture, sale
or purchase of cigarettes or to the use of trademarks for cigarettes; shall give
prompt notice in writing to Licensor of any infringement or possible
infringement of the Trademarks which may come to its attention; shall not at any
time claim any right, title or interest in or to the Trademarks, other than the
right to use the same under all the terms and conditions hereof; shall not at
any time use or register any trademark or trade name identical or confusingly
similar to any of the Trademarks; and shall, without charge, assign to Licensor,
upon the request of Licensor, all such registrations and applications therefor
and any right it may acquire through use or otherwise (except the right to use
the same under all the terms and conditions hereof) in or to the Trademarks.
When and if requested by Licensor so to do, Licensee shall, at its cost and
expense, take such action as may be necessary or advisable to stop any
infringement of the Trademarks and to recover profits, damages and costs. If any
sum in excess of the costs and expenses incurred by Licensee in connection
therewith is recovered in any such suit, Licensor shall have the exclusive right
thereto.




                                      -3-
<PAGE>   47

         (b) Licensee may in its discretion, either in its own name or the name
of Licensor or in both names, take such action (including the initiation of
proceedings and participation in proceedings initiated by Licensor and the
defense of proceedings brought against Licensor) as it may deem necessary or
desirable, at law or in equity or otherwise, either in the United States or
elsewhere, to stop any infringement of the Trademarks or to defend the use of
the Trademarks and, in the event any sum in excess of the costs and expenses
incurred by Licensee in connection therewith is recovered, Licensor shall have
the exclusive right thereto. In the event that Licensee decides to take any
action in the name of Licensor pursuant to this Section 3(b), it shall first
obtain the consent of Licensor and such consent shall not be unreasonably
withheld; provided, however, that nothing herein shall prevent Licensee from
taking any action in its own name at any time in its absolute discretion.

         4. QUALITY STANDARDS AND SPECIFICATIONS.

                  Licensee shall manufacture cigarettes for sale under the
Trademarks in accordance with Licensor's Quality Standards and Specifications,
and shall not sell under the Trademarks any cigarettes that do not meet or
exceed the Quality Standards and Specifications. Licensee represents and
warrants that the Licensed Products will be manufactured, sold and distributed
in strict compliance with the terms and conditions of this Agreement and all
applicable laws, regulations and standards in force at any time in any place in
the United States. Licensee will take all steps required with respect to the
Licensed Products, their advertising, marketing and distribution to ensure
compliance with such laws, regulations and standards.

         5. PURCHASE OF SUPPLIES. Licensee shall be free to purchase the
tobaccos and Non-Tobacco Materials necessary for the manufacture of the Licensed
Products from such suppliers as it may select; PROVIDED that such tobaccos and
NonTobacco Materials comply in all respects with the Quality Standards and
Specifications.

         6. CONFIDENTIALITY. Licensee shall not during the term of this
Agreement disclose any Confidential Information to any person. Upon the
expiration or termination of this Agreement, Licensee shall cease to utilize and
not thereafter utilize any Confidential Information.

         7. ROYALTIES.

         (a) In consideration of the right and license granted to Licensee to
use the Trademarks pursuant to this Agreement, Licensee shall pay to Licensor a
royalty at the rate of four and one-half percent (4.5%) of the Licensee's Net
Sales Value of Licensed Products during each calendar year (or portion thereof)
that this Agreement is in effect, but in no event shall such royalty for any
such calendar year (or portion thereof) in which this Agreement is in effect be
less than the Minimum Royalty. For purposes of this paragraph, the term "Net
Sales Value" 




                                      -4-
<PAGE>   48

shall mean the gross sales price from Licensee's factories of the
Licensed Products, less any federal excise tax that is included in such price.
For purposes of this paragraph, the term "Minimum Royalty" in any period shall
mean the greater of (i) the product of $10,500,000 times a fraction, the
numerator of which is the number of days in such period, and the denominator of
which is 365, and (ii) the sum of (x) the amount of the debt service obligation
of Licensor for such period and (y) the product of $1,000,000 times a fraction,
the numerator of which is the number of days in such period and the denominator
of which is 365.

         (b) Licensee shall keep proper and accurate accounts and records of all
cigarettes manufactured and of all cigarettes sold under this agreement and
shall, within thirty days after the end of each calendar quarter and within
thirty days after the expiration or termination of this Agreement for any
reason, render to Licensor a written statement setting forth separately the
quantities of cigarettes manufactured and the quantities sold under the
Trademarks in the most recently completed calendar quarter or in the period
between the end of the preceding calendar quarter and the effective date of
expiration or termination, as the case may be, such statement to be signed by an
officer of Licensee. As used in this paragraph, the term "cigarettes sold" in
any period shall mean the physical volume of cigarettes sold during such period
less the physical volume of cigarettes accepted during such period by Licensee
as returned merchandise. It shall in no event include cigarettes distributed by
Licensee without charge.

         (c) Licensor, by its duly authorized representatives, shall have the
right, at reasonable intervals and times, to enter Licensee's premises and
examine those books and records of Licensee which are relevant to the
manufacture and sale of cigarettes hereunder, and to take excerpts therefrom.

         (d) At the time Licensee renders each written statement to Licensor
pursuant to Section 7(b), Licensee shall pay the royalty specified in Section
7(a) with respect to cigarettes shown as sold in such statement; PROVIDED that
the Minimum Royalty for the period covered by such written statement shall be
paid on the second business day following the last day of such period.

         8. WITHHOLDING TAXES AND OTHER TAXES & CHARGES.

         Any and all payments made by Licensee in connection with this Agreement
shall be made free and clear of and without deduction for any and all Taxes. If
Licensee shall be required by law to deduct and withhold from the payments to be
made to Licensor any Taxes, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions for Taxes Licensor
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) Licensee shall make such deductions and pay the full
amount deducted to the relevant taxing or other authority in accordance with
applicable law, and (iii) Licensee shall mail to Licensor due evidence thereof
in the form specified by Licensor which shall include in all instances the
original tax receipts related to such royalty payments. Licensee shall reimburse
Licensor for the amount of any tax credits that Licensor is unable to obtain due
to the failure of Licensee to provide Licensor with the tax receipts as required
by this Section. In the event such taxes are not paid when due, all resulting
penalties and interest shall be borne by Licensee.





                                      -5-
<PAGE>   49

         9. EFFECTIVE DATE; TERM; TERMINATION.

         (a) EFFECTIVE DATE; TERM. This Agreement shall continue in effect
through ______, 2010, unless earlier terminated pursuant to the provisions of
this Agreement; PROVIDED that, this Agreement will renew automatically for
successive one year periods unless one party hereto gives written notice of its
desire to terminate at least 60 days prior to the date on which the Agreement
would otherwise be renewed.

         (b) EARLY TERMINATION FOR CAUSE.

                  (i) BY LICENSOR. Licensor may terminate this Agreement
immediately in the event that:

                           (1) Licensee fails to perform in any material respect
any of the terms of this Agreement or otherwise breaches in any material respect
any part of this Agreement, including, without limitation, if Licensee fails to
make any payment to Licensor in accordance with the terms of this Agreement for
any reason, and such default or breach shall continue uncured for a period of
thirty (30) days after Licensor gives Licensee written notice of such default or
breach; or

                           (2) any part of this Agreement is not considered to
be, or ceases to be, in conformity with the laws, regulations, consistent
jurisprudence or court or administrative decisions (relevant to this Agreement)
of the United States and, as a result thereof, any provision herein reasonably
deemed by Licensor to be material to this Agreement cannot be legally performed
or enforced or if, as a consequence thereof, any of the Licensed Products cannot
be manufactured or sold in accordance with the Quality Standards and
Specifications.

                  (ii) BY LICENSEE. Licensee may terminate this Agreement
immediately in the event that (i) Licensor fails to perform any of the terms of
this Agreement or otherwise breaches any part of this Agreement and such default
or breach shall continue uncured for a period of ten (10) days after Licensee
gives Licensor written notice of such default or breach or (ii) there shall have
occurred a Material Breach by the Liggett Parties as defined in the Class A
Option Agreement dated as of January 12, 1999 among Licensee, Eve, Brooke Group
Ltd., Liggett & Myers Inc. and Liggett Group Inc.

                  (iii) BY MUTUAL CONSENT: Licensor and Licensee may agree in
writing at any time to terminate this Agreement.

         (c) EFFECT OF TERMINATION. Upon the expiration or termination of this
Agreement for any reason:





                                      -6-
<PAGE>   50

                  (i) All of the rights of Licensee granted hereunder shall
terminate forthwith and shall revert immediately to Licensor, PROVIDED that
Licensee's obligations under Sections 6 and 8 of this Agreement shall survive.
All royalties on previously made sales shall become immediately due and payable,
and Licensee shall (a) discontinue forthwith all manufacture, sale and
distribution of the Licensed Products and all use of the Trademarks in the
United States; (b) no longer have the right to use the Trademarks in the United
States or any variation or simulation thereof; (c) promptly transfer to
Licensor, free of charge, all related documentary evidence of the validity of
the Trademarks in the United States and Licensee's rights as a licensee which
Licensee may have possessed at any time; (d) remove and erase forthwith all
reference to the Trademarks from the printed material and advertising used in
the United States or maintained by Licensee; and (e) cease to utilize, and
thereafter not utilize, any Confidential Information disclosed to it by Licensor
hereunder, and return to Licensor or its designee, at no charge, all
Confidential Information received by Licensee from Licensor or any of its
Affiliates before or during the term of this Agreement, and all copies of any
documents containing, reflecting, or relating to the foregoing; and not
thereafter hold forth in any manner whatsoever that Licensee has any connection
with the Licensed Products

                  (ii) If this Agreement expires or is terminated for reasons
other than Licensee's default or bankruptcy or insolvency, Licensee shall be
entitled, for an additional period of three (3) months only, on a nonexclusive
basis, to sell the Inventory. After Licensee exercises its rights, if any,
pursuant to this Subsection, Licensee shall promptly deliver to Licensor a
complete and accurate schedule of the Inventory. Such schedule shall be prepared
as of a date as close to the date of such expiration or termination (following
exercise of Licensee's rights, if any, pursuant to this Subsection) as is
reasonably feasible given Licensee's usual and customary accounting practices,
but in no event later than fifteen (15) days after the end of Licensee's fiscal
month during which the termination or expiration occurs, and shall reflect
Licensee's cost of each item of Inventory. Licensor thereupon shall have the
option, exercisable by notice in writing delivered to Licensee within thirty
(30) days after its receipt of the complete Inventory schedule, to purchase any
or all of the Inventory at such cost of each item of the Inventory being
purchased. In the event such notice is sent by Licensor, Licensee shall deliver
to Licensor or its designee all the Inventory referred to therein as promptly as
practicable after Licensor's said notice, and Licensor shall pay Licensee for
such Inventory as is in salable condition, and also shall pay for applicable
shipping and handling charges, within thirty (30) days after its receipt
thereof, provided in the event Licensor is unable to meet Licensee's customary
and usual credit clearance standards, such merchandise shall be sold on a cash
on delivery basis. Licensee shall have no obligation to pay royalties on
Inventory purchased by Licensor pursuant to this paragraph. To the extent that
Licensor does not elect to purchase Inventory, Licensee shall promptly destroy
such Inventory.

                  (iii) The expiration or termination of this Agreement for any
reason shall not release either party hereto from any liability which, at the
time of expiration or termination, had already accrued to the other party or
which may accrue in respect of any act or omission prior to such expiration or
termination; PROVIDED that Licensee shall in no event be 




                                      -7-
<PAGE>   51

entitled, based on such expiration or termination, to any compensation, damages
or payment for goodwill that may have been established with respect to the
Licensed Products during the term of this Agreement and that Licensee hereby
irrevocably waives and renounces any claim, based on such expiration or
termination, for any such compensation, damages, or other legal or equitable
relief which it may hereafter be entitled to assert against Licensor.
Notwithstanding any termination in accordance with this Section, Licensor shall
have and hereby reserves all rights and remedies which it has, or which are
granted to it by operation of law, including, but not limited to, the right to
be compensated for damages for breach of this Agreement and to enjoin the
unlawful or unauthorized use of the Trademarks and to collect royalties and fees
payable by Licensee hereunder through the date of termination.

         10. NOTICES. All notices, requests, demands, approvals, consents or
other communications under this Agreement shall be in writing and delivered in
person, by telefax or telex, by overnight courier service or by registered or
certified mail, return receipt requested, to the following addresses or such
other address or addresses as either party shall designate with respect to its
own address:

         If to Licensor:

         Brands LLC
         c/o Philip Morris Incorporated
         120 Park Avenue
         New York, NY  10017
         Facsimile:  (917) 663-5399
         Attention:  General Counsel, PM USA

         If to Licensee:

         Philip Morris Incorporated
         120 Park Avenue
         New York, NY  10017
         Facsimile:  (917) 663-5399
         Attention:  General Counsel, PM USA

         11. GOVERNMENT APPROVALS.

         This Agreement shall be subject to such United States government
approvals and consents as may from time to time be necessary or desirable in
connection with this Agreement. If any such approval or consent is not obtained
or if obtaining such consent or approval would materially diminish the value of
this Agreement to Licensor, Licensor may terminate this Agreement in accordance
with its termination provisions.





                                      -8-
<PAGE>   52

         12. GOVERNING LAW. The provisions of this Agreement shall be governed
by and construed in accordance with the laws of New York, without regard for
choice of law provisions.

         13. REPRESENTATIONS AND WARRANTIES.

         In addition to their other representations, warranties, and covenants
elsewhere herein contained, the parties represent, each to the other, as
follows:

         (a) LICENSOR. Licensor represents and warrants that it has full right,
power and authority to enter into this Agreement and to perform all of its
obligations hereunder. Licensor further represents , that it has granted no
other existing license to use the Trademarks in the United States as provided
for in this Agreement, and that it shall grant no such other license during the
term of this Agreement.

         (b) LICENSEE. Licensee represents and warrants that it has full right,
power, and authority to enter into this Agreement and to perform all of its
obligations hereunder. Licensee shall not assert as a defense in any action
brought under this Agreement any claim that this Agreement is unenforceable or
invalidated by any applicable law.

         14. AMENDMENT.

         This Agreement shall not be modified or amended except by an agreement
in writing signed by the parties hereto.

         15. BINDING EFFECT; ASSIGNMENTS AND SUBLICENSE.

         This Agreement shall be binding upon and shall inure to the benefit of
the parties and their respective heirs, successors and assigns. Licensor shall
not assign its interest in this Agreement without the consent of Licensee,
except to secure indebtedness of Licensor. It is expressly understood and agreed
that Licensee shall have the right to sell, assign or sublicense its rights
under this Agreement; PROVIDED that any such purchaser, assignee or sublicensee
agrees in writing to be subject to and bound by the terms and conditions of this
Agreement as if it were a party hereto.

         16. COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of such counterparts shall constitute
but one and the same agreement.

         17. NO RIGHTS OF THIRD PARTIES.

         Except as specifically contemplated herein, this Agreement shall not be
deemed to confer any rights or benefits on any person not a party to this
Agreement.




                                      -9-
<PAGE>   53

         18. PARTIAL INVALIDITY.

         If one or more provisions of this Agreement shall be invalid, illegal,
or unenforceable in any respect in any jurisdiction or with respect to any
party, such invalidity, illegality, or unenforceability in such jurisdiction or
with respect to such party shall not, to the fullest extent permitted by
applicable law, invalidate or render illegal or unenforceable such provision in
any other jurisdiction or with respect to any other party, or any other
provision of this Agreement. To the fullest extent it may effectively do so
under applicable law, each of the parties hereto waives any provision of law
which renders any provision hereof invalid or illegal in any respect.

         19. NO WAIVER; CUMULATIVE REMEDIES.

         No delay or omission or failure to exercise, or any abandonment or
discontinuance of steps to enforce, any right or remedy provided for herein
shall be deemed to be a waiver thereof or acquiescence in the event giving rise
to such right or remedy, but every such right and remedy may be exercised from
time to time and so often as may be deemed expedient by the party exercising
such right or remedy. The rights and remedies provided herein are cumulative and
not exclusive of any remedies provided by law.

         20. RELATIONSHIP OF THE PARTIES.

         Nothing contained herein shall be construed to create a partnership,
joint venture, or agency relationship between Licensee and Licensor, and neither
Licensee nor Licensor shall become bound by any representation, act or omission
of the other.




                                      -10-
<PAGE>   54


         IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed and their corporate seals to be hereunto affixed as of the day and year
first above written.



                                       BRANDS LLC



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:



                                       PHILIP MORRIS INCORPORATED



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:




                                      -11-
<PAGE>   55
                                                                      EXHIBIT B

                               FORM OF ASSIGNMENT

                  This Assignment is made the day of _______________, 1999.

                  BETWEEN Eve Holdings Inc., a Delaware corporation ("Eve"), 100
S.E. Second Street, Miami, Florida 33131,

                  AND Brands LLC, a Delaware limited liability company ("Brands
LLC"), 120 Park Avenue, New York, New York 10017.

         WHEREAS, Eve is the owner of the trademarks referred to in the attached
Schedule A which are registered in the United States Patent and Trademark
Office.

         WHEREAS, Brands LLC desires to acquire all right, title and interest in
and to the aforesaid trademarks and the registrations therefor, and that part of
the goodwill of the business connected with the use of and symbolized by said
trademarks;

         NOW, THEREFORE, for and in consideration for the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, Eve hereby sells, transfers, conveys and assigns unto
Brands LLC, all right, title and interest in and to the aforesaid trademarks and
the registrations therefor, together with that part of the goodwill of the
business connected with the use of and symbolized by said trademarks.

         IN WITNESS WHEREOF, Eve has caused this Assignment to be executed with
full effect from the day and year first above written.


                                         EVE HOLDINGS INC.



                                         By:
                                             ----------------------------------
                                             Name:
                                             Title:
<PAGE>   56
                             SCHEDULE A: TRADEMARKS



TRADEMARK                   REG. NO.                REG. DATE
---------                   --------                ---------









                                      B-2