GBI CAPITAL MANAGEMENT CORP
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


                              EMPLOYMENT AGREEMENT




         EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 8th day of
February, 2001, by and between LADENBURG THALMANN & CO. INC. (the "Company"), a
Delaware corporation, and VICTOR RIVAS ("Executive").

         WHEREAS, Executive is currently employed as the Chairman and Chief
Executive Officer of the Company pursuant to an employment agreement dated
January 1, 1999;

         WHEREAS, NEW VALLEY CORPORATION ("New Valley"), a Delaware corporation,
has entered into a stock purchase agreement (the "Stock Purchase Agreement")
with GBI CAPITAL MANAGEMENT CORP. (the "Parent") dated as of February 8, 2001,
by which it will transfer ownership of the Company to the Parent and acquire
beneficial ownership of in excess of 50% of the stock of the Parent (such
corporate transaction, the "Acquisition");

         WHEREAS, the Company desires to continue Executive's employment as
Chairman and Chief Executive Officer pursuant to a new employment agreement;

         WHEREAS, Executive is willing to continue his employment with the
Company, all in accordance with the terms, conditions, and provisions
hereinafter set forth.

         NOW, THEREFORE, in consideration of the promises and mutual
representations, covenants and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree effective upon the consummation of the
Acquisition as follows:

         1. Term: The term of the Agreement shall be from the date of the
consummation of the Acquisition (the "Effective Date") until August 24, 2004,
subject to earlier termination as provided herein. This Agreement shall become
null and void in the event of the termination of the Stock Purchase Agreement
prior to the consummation of the transactions contemplated thereby.

         2. Employment:

                  (A) Subject to the terms and conditions and for the
compensation hereinafter set forth, the Company hereby agrees to employ
Executive for and during the term of this Agreement. Executive is hereby
employed by the Company as its Chairman and Chief Executive Officer. The
Executive's powers and duties shall be those of an executive nature which are
appropriate for a Chairman and Chief Executive Officer in accordance with the
Company's By-Laws; and Executive does hereby accept such employment and agrees
to devote his full business time to the performance of his duties upon the
conditions hereinafter set forth. Executive shall report to the Board of
Directors of the Company. The Company shall not require Executive to be employed
in any location other than the metropolitan New York area unless he consents in
writing to such location. The Executive also shall serve as the President and
Chief Executive Officer of Parent.

                  (B) During the term of this Agreement, Executive shall be
furnished with office space and facilities commensurate with his position and
adequate for the performance of his duties; the Executive also shall be provided
with the perquisites customarily associated with the position of Chairman and
Chief Executive Officer of the Company. The Company and Parent shall use their



<PAGE>

best efforts to cause the Executive to be nominated to serve as a director of
the Parent and the Executive agrees to serve as a director of Parent if so
appointed, without additional compensation.

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

         3. Compensation:

                  (A) Salary: During the term of this Agreement, the Company
agrees to pay Executive, and Executive agrees to accept, an annual salary of not
less than Five Hundred Thousand Dollars ($500,000) per year, payable in
accordance with the Company's policies, for services rendered by Executive
hereunder. The Executive shall also be entitled to a guaranteed minimum annual
bonus of Five Hundred Thousand Dollars ($500,000), payable on the same basis as
Executive's salary (the "Guaranteed Bonus").

                  (B) Increases: The annual salary is subject to periodic
increases at the discretion of the Parent's Compensation Committee (the
"Committee") (or Board of Directors in lieu thereof), with such increases to
take effect no later than on each anniversary date of this Agreement.

                  (C) Bonus: The Executive shall be entitled to participate in
the Parent's Annual Incentive Bonus Plan (the "Bonus Plan"), on the terms and
conditions set forth in the Bonus Plan; provided, however, that Executive's
participation in the Bonus Plan may be limited by the Committee so that the
Executive may not receive in excess of 32.5% of the bonus pool available
thereunder.

                  (D) Override: Pursuant to the Parent's Special Performance
Incentive Plan (the "Special Performance Plan"), the Executive shall be entitled
to receive an Override (as defined in the Special Performance Plan) which shall
be paid and shall be on the terms and conditions set forth in the Special
Performance Plan; provided, however, that (i) Executive's participation in the
Special Performance Plan may be limited by the Committee so that the Executive
may not receive in excess of the percentage set forth on Exhibit A hereto of

                                       2

<PAGE>

Total Revenue (as defined below) per year under the Special Performance Plan;
provided, however, that for the fiscal year ending September 30, 2001, Total
Revenue shall also include the total revenue of the Parent for only the period
commencing with the first day following the end of the commission month in which
the closing of the Stock Purchase Agreement occurs, and (ii) the Committee may
determine that Four Hundred Thousand Dollars ($400,000) of the Guaranteed Bonus
shall be credited against any amounts to be paid to Executive under the Special
Performance Plan, subject to proration for the period between the consummation
of the Acquisition and September 30, 2001. As used herein, "Total Revenue" for
any fiscal year means the Parent's total consolidated revenues, as reported in
the Parent's audited consolidated financial statements for the year.

                  (E) Intention to Comply with Section 162(m): The Company and
the Executive intend that this Agreement and all compensation payable by the
Company with respect to the Executive's employment with the Company qualify for
deductibility by the Company under Section 162(m) of the Internal Revenue Code
of 1986, as amended, ("Section 162(m)") and the Department of the Treasury
regulations promulgated thereunder (the "Code"), as in force at all relevant
times.

                  (F) Compensation Committee: The Compensation Committee shall
be comprised solely of two or more outside directors, within the intent of the
applicable Department of the Treasury regulations under Section 162(m), as in
force at all relevant times.

                  (G) Stock Options: Upon the date of the consummation of the
Acquisition, the Parent shall grant to the Executive from the Parent's 1999
Performance Equity Plan or other comparable plan (the "Stock Option Plan") stock
options (the "Stock Options") to purchase one million (1,000,000) shares of
common stock of the Parent at a purchase price equal to the Fair Market Value
(as defined in the Stock Option Plan) on the date of the consummation of the
Acquisition, with vesting of such Stock Options to occur in three annual
installments commencing on the first anniversary of the date of the consummation
of the Acquisition, but in any event to be 100% vested by August 24, 2004 and
with vesting to accelerate upon a Change in Control (as defined herein), in each
case subject to the Executive's continued employment through the applicable
vesting date, and with such other terms and conditions as the Committee shall
determine. The Executive also shall be entitled to such other Stock Options as
the Committee shall grant to him at any future date.

         4. Expenses: The Company shall reimburse Executive for all reasonable
and actual business expenses incurred by him in connection with his service to
the Company, the Parent and/or any direct and/or indirect subsidiaries of such
entities upon submission by him of appropriate vouchers and expense account
reports.

         5. Benefits:

                  (A) Insurance: The Company shall maintain family medical
insurance for the Executive. In addition, Executive and his dependents shall be
entitled to participate in such other benefits as may be extended to active
executive employees of the Parent and/or the Company and their dependents
including but not limited to pension, retirement, profit-sharing, 401(k), stock

                                       3

<PAGE>

option, bonus and incentive plans, group insurance, hospitalization, medical or
other benefits made available by the Company to its employees generally.

                  (B) Vacation: Executive shall be entitled to take up to five
(5) weeks paid vacation annually at a time mutually convenient to the Company
and Executive. Any such vacation time not used by Executive in any one year
shall accumulate to his benefit in the succeeding years.

                  (C) Director and Officer Liability Insurance: During the term
of this Agreement, the Parent shall obtain and maintain adequate officer and
director liability insurance in such amounts as the Board of Directors shall so
determine (which in no event shall be less than $5,000,000) and the Executive
shall be covered at all times by such policy in all of his capacities with the
Company and/or the Parent. In addition, for a period of six (6) years after the
termination of Executive's employment with the Company and/or Parent (for cause,
without cause, for reason or no reason, voluntary or involuntarily), the Parent
shall cause to be maintained in effect one or more policies of directors' and
officers' liability insurance with respect to any claim, action, suit,
proceeding or investigation arising from facts or events which occurred during
the Executive's employment with the Company and/or Parent and such policy or
policies shall be with a carrier or carriers satisfactory to the parties
intended to be benefited thereby, and with the limits, deductibles and other
characteristics no less favorable than those in place on the date the Executive
ceased being an employee/director of the Company and/or the Parent. Any and all
such policies shall be issued by leading insurance carriers, shall have no
uncustomary exclusions, and shall otherwise be in form and substance
satisfactory to those persons who are officers and directors of the Company as
of the date hereof. The provisions of this Section 5(C) shall survive any
termination of this Agreement and/or any termination of the Executive's
employment with the Company.

         6. Restrictive Covenants:

                  (A) Executive recognizes and acknowledges that the Company,
through the expenditure of considerable time and money, has developed and will
continue to develop in the future information concerning customers, clients,
marketing, business and operational methods of the Company and its customers or
clients, contracts, financial or other data, technical data or any other
confidential or proprietary information possessed, owned or used by the Company,
and that the same are confidential and proprietary, and are "confidential
information" of the Company. In consideration of his continued employment by the
Company hereunder, Executive agrees that he will not, without the consent of the
Board of Directors, make any disclosure of confidential information now or
hereafter possessed by the Company, the Parent, GBI Capital Partners, Inc.
and/or any of their current or future, direct or indirect subsidiaries
(collectively, the "Group"), to any person, partnership, corporation or entity
either during or after the term hereunder, except to employees of the Group and
to others within or without the Group, as the Executive may deem necessary in
order to conduct the Group's business and except as may be required pursuant to
any court order, judgment or decision from any court of competent jurisdiction.
The foregoing shall not apply to information which is in the public domain on

                                       4

<PAGE>

the date hereof; which, after it is disclosed to Executive by the Group, is
published or becomes part of the public domain through no fault of Executive;
which is known to Executive prior to disclosure thereof to him by the Group as
evidenced by his written records; or, after Executive is no longer employed by
the Group, which is thereafter disclosed to Executive in good faith by a third
party which is not under any obligation of confidence or secrecy to the Group
with respect to such information at the time of disclosure to him. The
provisions of this Section 6 shall continue in full force and effect
notwithstanding termination of Executive's employment under this Agreement or
otherwise.

                  (B) The Executive agrees that if the Company has made and is
continuing to make all required payments to him upon and after termination of
his employment, then for a period commencing on the date of termination of the
Executive's employment pursuant to this Agreement and ending on the earlier of
twelve (12) months thereafter or August 24, 2004, the Executive shall neither
directly and/or indirectly (a) solicit, hire and/or contact any prior (within
six (6) months) or then current employee of the Company and/or the Parent and/or
GBI Capital Partners, Inc. nor any of their respective direct and/or indirect
subsidiaries (collectively, the "Applicable Entities"), nor (b) solicit or
transact any business with any prior (within six (6) months of termination) or
then current customer and/or client of the Applicable Entities. In addition, the
Executive shall not attempt (directly and/or indirectly), to do anything either
by himself or through others that he is prohibited from doing pursuant to this
Section 6. Given that the Stock Purchase Agreement is providing significant
benefits to the Executive, the Executive hereby agrees that, from the date of
the consummation of the Acquisition until the earlier of twelve (12) months
following the Executive's termination of employment hereunder or August 24,
2004, without the prior written consent of the Parent, he will not, directly or
indirectly, either as principal, manager, agent, consultant, officer, director,
stockholder, partner, investor, lender or employee or in any other capacity,
carry on, be engaged in or have any financial interest in, any business which is
in competition with any business of the Applicable Entities. For purposes of
this section, a business shall be deemed to be in competition with any business
of the Applicable Entities if it is materially involved in the purchase, sale or
other dealing in any property or the rendering of any service purchased, sold,
dealt in or rendered by any member of the Applicable Entities within the same
geographic area in which such member of the Applicable Entities effects such
purchases, sales or dealings or renders such services; provided, however, that
for the period commencing with the termination of Executive's employment, a
business shall be deemed to be in competition with any business of the
Applicable Entities only if it is materially involved in the retail brokerage
business. Notwithstanding the foregoing, Executive shall be allowed to make
passive investments in publicly held competitive businesses as long as his
ownership is less than 5% of such business.

                  (C) Executive acknowledges that the restrictive covenants (the
"Restrictive Covenants") contained in this Section 6 are a condition of his
continued employment and are reasonable and valid in geographical and temporal
scope and in all other respects. If any court determines that any of the
Restrictive Covenants, or any part of any of the Restrictive Covenants, is
invalid or unenforceable, the remainder of the Restrictive Covenants and parts
thereof shall not thereby be affected and shall be given full effect, without
regard to the invalid portion. If any court determines that any of the

                                       5

<PAGE>

Restrictive Covenants, or any part thereof, is invalid or unenforceable because
of the geographic or temporal scope of such provision, such court shall have the
power to reduce the geographic or temporal scope of such provision, as the case
may be, and, in its reduced form, such provision shall then be enforceable.

                  (D) If Executive breaches, or threatens to breach, any of the
Restrictive Covenants, the Company, in addition to and not in lieu of any other
rights and remedies it may have at law or in equity, shall have the right to
injunctive relief; it being acknowledged and agreed to by Executive that any
such breach or threatened breach would cause irreparable and continuing injury
to the Company and that money damages would not provide an adequate remedy to
the Company.

         7. Termination:

                  (A) Death: In the event of Executive's death ("Death") during
the term of his employment, Executive's designated beneficiary, or in the
absence of such beneficiary designation, his estate, shall be entitled to all
salary, Override and bonus payments, if any, earned through the date of Death
and to the payment of Executive's salary from date of Death to the expiration of
one (1) year thereafter. In addition, Executive's beneficiary and/or dependents
shall be entitled, for a two (2) year period following Executive's Death during
the term of his employment, to continuation, at the Company's expense, of such
benefits as are then being provided to them under any plan maintained by the
Company that is not qualified under Section 401(a) of the Code.

                   (B) Disability:

                           (i)  In the event Executive, by reason of physical or
mental incapacity, shall be disabled ("Disability") for a period of at least six
(6) consecutive months, the Company shall have the option at any time thereafter
to terminate Employee's employment hereunder for disability. Such termination
will be effective thirty (30) days after the Board gives written notice of such
termination to Executive, unless Executive shall have returned to the
performance of his duties prior to the effective date of the notice. Except as
otherwise expressly provided herein, all obligations of the Company hereunder
shall cease upon the effectiveness of such termination other than payment of
salary, Override and bonus payments, if any, earned through the date of
disability, provided that such termination shall not affect or impair any rights
Executive may have under any policy of long term disability insurance or
benefits then maintained on his behalf by the Company. In addition, for a period
of two (2) years following termination of Executive's employment for Disability,
Executive and his dependents, as the case may be, shall continue to be eligible
to participate in the group insurance, hospitalization, medical or other
insurance benefits made available by the Company to its employees generally, but
shall not be eligible to participate in any plans maintained by the Company that
are qualified under Section 401(a) of the Code.

                           (ii) "Incapacity" as used herein shall mean the
inability of the Executive due to physical or mental illness, injury or disease
substantially to perform his normal duties as Chairman and Chief Executive
Officer. Executive's salary as provided for hereunder shall continue to be paid

                                       6

<PAGE>

during any period of incapacity prior to and including the date on which
Executive's employment is terminated for disability.

                    (C) By The Company For Cause:

                           (i)  The Company shall have the right, before the
expiration of the term of this Agreement, to terminate the Executive's
employment hereunder and to discharge Executive for cause (hereinafter "Cause"),
and all compensation to Executive shall cease to accrue upon discharge of
Executive for Cause. For the purposes of this Agreement, the term "Cause" shall
mean (i) Executive's conviction of a felony; (ii) the alcoholism or drug
addiction of Executive; or (iii) the continued and willful failure by Executive
to substantially and materially perform his material duties hereunder after a
reasonable notice and an opportunity to cure same.

                           (ii) If the Company elects to terminate Executive's
employment for Cause under (C)(i) above, such termination shall be effective
fifteen (15) days after the Company gives written notice of such termination to
Executive. In the event of a termination of Executive's employment for Cause in
accordance with the provisions of 7(C)(i), the Company shall have no further
obligation to the Executive, except for the payment of all compensation which
has accrued through the date of such termination and not been paid and any other
benefits to which he or his dependents may be entitled by law and/or except as
otherwise provided herein.

                  (D) By Executive for Reason: Executive shall have the right to
terminate his employment at any time for "good reason" (herein designated and
referred to as "Reason"). The term Reason shall mean (i) the Company's failure
or refusal to perform any obligations required to be performed in accordance
with this Agreement after a reasonable notice and an opportunity to cure same,
(ii) a Change in Control of the Company and/or the Parent, as defined herein,
occurs, and (iii) the failure to elect Executive, within a reasonable period of
time following the consummation of the Acquisition, to the Parent's board of
directors.

                  (E) Severance: In the event Executive's employment hereunder
shall be terminated by the Executive for Reason or by the Company for other than
Cause, Death or Disability: (1) the Executive shall receive as severance pay in
a lump sum no later than sixty (60) days following such termination, an amount
equal to the sum of (i) the salary the Executive would have received for the
remaining term of this Agreement had there been no termination; (ii) all accrued
Override payments earned as of the date of such termination; and (iii) the
Termination Bonus Amount times the remaining number of years (or portion
thereof) of the Agreement had there been no termination of the Executive, and
(2) the Executive's (and his dependents') participation in any and all life,
disability, medical and dental insurance plans shall be continued, or equivalent
benefits provided to him or them by the Company, at no cost to him or them, for
a period of two (2) years from the termination. The Termination Bonus Amount
shall equal the greater of (i) the Guaranteed Bonus, (ii) the bonus paid or
payable to the Executive under the Bonus Plan for the year immediately preceding
the year in which such termination of the Executive occurs and (iii) the bonus

                                       7

<PAGE>

paid or payable to the Executive under the Bonus Plan for the year in which such
termination of the Executive occurs calculated using financial information
through the date of such termination annualized for the full year.

                  (F) Resignation Without Reason: The Executive may voluntarily
resign his employment with the Company upon thirty (30) days' written notice to
the Company without any liability to the Executive. In the event Executive
resigns without reason prior to the expiration of this Agreement, he shall
receive only any unpaid fixed salary through such resignation date and such
benefits to which he and his dependents are entitled by law.

                  (G) Extension of Benefits: Any extension of benefits following
the termination of employment provided for herein shall be deemed to be in
addition to, and not in lieu of, any period for the continuation of benefits
provided for by law, either at the Company's, Executive's or his dependents'
expense.

                  (H) Change in Control: For purposes hereof, a Change of
Control shall be deemed to have occurred if a "Change of Control" as defined in
the Senior Convertible Promissory Note attached as Exhibit B to the Stock
Purchase Agreement has occurred." The Executive hereby agrees that the
Acquisition and the other transactions contemplated by the Stock Purchase
Agreement shall not constitute a Change of Control under the Agreement.

                  (I) Accrued Compensation: In the event the Executive's
employment is terminated due to Disability, by the Executive without Reason or
by the Company for Cause, in addition to, and without duplication of, any other
payments or other benefits currently provided in the Agreement, the Executive
shall be entitled to all salary, Override and bonus payments, if any, earned
through the date of termination of his employment.

         8. Indemnification: The Company and the Parent hereby jointly and
severally indemnify and hold Executive harmless to the extent of any and all
claims, suits, proceedings, damages, losses or liabilities incurred by Executive
and arising out of any acts or decisions done or made in the authorized scope of
his employment hereunder. Parent and the Company hereby jointly and severely
agree to pay all expenses, including reasonable attorneys' fees and expenses (of
the attorney or firm chosen by the Executive), actually incurred by Executive
(when such expenses are incurred) in connection with the investigation of any
such matter, the defense of any such action, suit or proceeding and in
connection with any appeal thereon including the cost of settlements. Nothing
contained herein shall entitle Executive to indemnification by Parent and the
Company in excess of that permitted under applicable law. The obligations of the
Company and the Parent set forth herein shall survive any termination of this
Agreement and/or the Executive's employment with the Company. To the extent this
Agreement is inconsistent with any separate indemnification agreement between
the Executive and the Company, the separate indemnification agreement shall
prevail.

         9. Waiver: No delay or omission to exercise any right, power or remedy
accruing to either party hereto shall impair any such right, power or remedy or
shall be construed to be a waiver of or an acquiescence to any breach hereof. No
waiver of any breach hereof shall be deemed to be a waiver of any other breach

                                       8

<PAGE>

hereof theretofore or thereafter occurring. Any waiver of any provision hereof
shall be effective only to the extent specifically set forth in the applicable
writing. All remedies afforded to either party under this Agreement, by law or
otherwise, shall be cumulative and not alternative and shall not preclude
assertion by either party of any other rights or the seeking of any other rights
or remedies against the other party.

         10. Governing Law: The validity of this Agreement or of any of the
provisions hereof shall be determined under and according to the laws of the
State of New York, and this Agreement and its provisions shall be construed
according to the laws of the State of New York, without regard to the principles
of conflicts of law and the actual domiciles of the parties hereto.

         11. Notices: All notices, demands or other communications required or
permitted to be given in connection with this Agreement shall be given in
writing, shall be transmitted to the appropriate party by hand delivery, by
certified mail, return receipt requested, postage prepaid or by overnight
carrier and shall be addressed to a party at such party's address shown on the
first page hereof. A party may designate by written notice given to the other
parties a new address to which any notice, demand or other communication
hereunder shall thereafter be given. Each notice, demand or other communication
transmitted in the manner described in this Section 11 shall be deemed to have
been given and received for all purposes at the time it shall have been (i)
delivered to the addressee as indicated by the return receipt (if transmitted by
mail), the affidavit of the messenger (if transmitted by hand delivery or
overnight carrier) or (ii) presented for delivery during normal business hours,
if such delivery shall not have been accepted for any reason.

         12. Assignments: This Agreement shall be binding upon and inure to the
benefit of the parties hereto and each of their respective successors, assigns,
heirs and legal representatives; provided, however, that Executive may not
assign or delegate his obligations, responsibilities and duties hereunder except
as may otherwise be expressly agreed to in writing by the parties hereto;
provided, further, that notwithstanding anything to the contrary provided herein
or elsewhere, and subject to compliance by the parties to all applicable laws,
rules and regulations, the Executive may assign all or any portion of his
compensation under this Agreement to any entity controlled by the Executive.

         13. Miscellaneous: This Agreement contains the entire understanding
between the parties hereto (including any of their affiliates) and supersedes
all other oral and written agreements or understandings between them or their
affiliates with respect to the subject matter hereof, including but not limited
to the provisions of the employment agreement made as of January 1, 1999 between
the Executive and the Company. No modification or addition hereto or waiver or
cancellation of any provision shall be valid except by a writing signed by the
party to be charged therewith.

         14. Severability: The parties agree that if any of the covenants,
agreements or restrictions contained herein are held to be invalid by any court
of competent jurisdiction, the remainder of the other covenants, agreements,
restrictions and parts thereof herein contained shall be severable so not to

                                       9

<PAGE>

invalidate any others and such other covenants, agreements, restrictions and
parts thereof shall be given full effect without regard to the invalid portion.

         15. Arbitration: Any and all disputes, controversies, or differences,
whether arising or commenced during or subsequent to the term hereof, which may
arise between the parties directly and/or indirectly out of or in relation to or
in connection with this Agreement, or for the breach of this Agreement, shall be
settled by arbitration in New York City, New York before three arbitrators under
the commercial arbitration rules of the American Arbitration Association then in
effect. Each of the arbitrators shall be appointed by the American Arbitration
Association. Such arbitration shall be final and binding and shall be limited to
an interpretation and application of the provisions of this Agreement and any
related agreements or documents. Any arbitral award shall be enforceable in any
court, wherever located, having jurisdiction over the party against whom the
award was rendered. In addition, with respect to any such arbitration or
enforcement proceedings, the losing party thereto shall bear all of its and the
winning parties' attorneys' fees and expenses, court costs, and all other costs
and expenses reasonably associated with such arbitration or enforcement
proceedings (i.e., travel, lodging, telecommunications charges).


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.



                          LADENBURG THALMANN & CO. INC.


                                /s/ Jonathan Groveman
                          By:__________________________________________________
                             Name:  Jonathan Groveman
                             Title: Vice Chairman and Executive Vice President

                                /s/ Victor Rivas
                           ___________________________________________________
                              VICTOR RIVAS, EXECUTIVE



                                       10

<PAGE>




                                                                     Exhibit A



                                                    Incentive Award as %
                  Total Revenues                      of Total Revenues

                   $0 - $150,000,000                       0.6167%
         $150,000,001 - $170,000,000                       0.6000%
         $170,000,001 - $190,000,000                       0.5833%
         $190,000,001 - $210,000,000                       0.5667%
         $210,000,001 - $230,000,000                       0.5500%
         $230,000,001 - $250,000,000                       0.5333%
         $250,000,001 - $270,000,000                       0.5167%
         $270,000,001 - and above                          0.5000%



</TEXT>
</DOCUMENT>
