NEW VALLEY CORP
INVESTOR RIGHTS AGREEMENT 2/8/01
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>g67023ex10-6.txt
<DESCRIPTION>INVESTOR RIGHTS AGREEMENT 2/8/01
<TEXT>

<PAGE>   1

                                                                    Exhibit 10.6


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                            INVESTOR RIGHTS AGREEMENT

                          DATED AS OF FEBRUARY 8, 2001

                                      AMONG

                             NEW VALLEY CORPORATION,

                         LADENBURG, THALMANN GROUP INC.,

                        BERLINER EFFEKTENGESELLSCHAFT AG,

                          GBI CAPITAL MANAGEMENT CORP.,

                        FROST-NEVADA, LIMITED PARTNERSHIP

                                       AND

                                 THE PRINCIPALS




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         INVESTOR RIGHTS AGREEMENT, dated as of February 8, 2001, among NEW
VALLEY CORPORATION, a Delaware corporation ("NEW VALLEY"), LADENBURG, THALMANN
GROUP INC., a Delaware corporation ("LTGI"), BERLINER EFFEKTENGESELLSCHAFT AG, a
German corporation ("BERLINER"), GBI CAPITAL MANAGEMENT CORP., a Florida
corporation ("CORPORATION"), FROST-NEVADA, LIMITED PARTNERSHIP, a Nevada limited
partnership ("LENDER"), and the individual stockholders of the Corporation
listed on SCHEDULE A hereto ("PRINCIPALS"). As used in this Agreement, the term
"Principal" means, with respect to each individual listed on SCHEDULE A hereto,
such individual and, where applicable, the Living Trust set forth below his
name.

         WHEREAS, New Valley, LTGI and Berliner (collectively, the "SELLING
PARTIES"), the Corporation and Ladenburg, Thalmann & Co. Inc., a Delaware
corporation, are parties to a Stock Purchase Agreement dated February 8, 2001
("STOCK PURCHASE AGREEMENT");

         WHEREAS, LTGI and Berliner ("SELLERS") have the right to acquire shares
of the Corporation's Common Stock, $0.0001 par value per share (the "COMMON
STOCK"), pursuant to the Stock Purchase Agreement;

         WHEREAS, the Lender and the Corporation are parties to a Loan Agreement
dated as of February 8, 2001 ("LOAN AGREEMENT"), pursuant to which the
Corporation will borrow $10,000,000 from the Lender to pay a portion of the
Purchase Price under the Stock Purchase Agreement; and

         WHEREAS, the Principals, together with Joseph Berland, are the only
persons who individually own more than 5% of the Common Stock on the date
hereof;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

SECTION 1. DEFINITIONS.

         Capitalized terms used herein and not defined herein have the meanings
set forth in the Stock Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:

         "BENEFICIALLY OWNED" or words of similar import shall have the meaning
as determined pursuant to Rule 13d-3 of the 1934 Act.

         "NOTES" means, collectively, the Notes to be issued by the Corporation
to the Sellers pursuant to the Stock Purchase Agreement and the Lender Note to
be issued by the Corporation to the Lender pursuant to the Loan Agreement.

         "REGISTRABLE SECURITIES" means only (i) the shares of Common Stock
issued or issuable to the Sellers under the Stock Purchase Agreement, (ii)
shares of Common Stock issuable on conversion of the Notes and (iii) any
additional shares of Common Stock issued or distributed by way of a dividend,
stock split or other distribution in respect of such shares, and shall not



<PAGE>   3

include any other securities of the Corporation acquired by or issued to the
parties hereto. As to any particular Registrable Securities, once issued such
securities shall cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such securities shall have become
effective under the 1933 Act and such securities shall have been disposed of in
accordance with such registration, (ii) they shall have been distributed to the
public pursuant to Rule 144 or (iii) they shall have ceased to be outstanding.

         "RULE 144" means Rule 144 promulgated under the 1933 Act or any
successor rule thereto or any complementary rule thereto.

         "VOTING SECURITIES" means all securities of the Corporation entitled to
vote in an election of directors.

SECTION 2.        EFFECTIVENESS.

         This Agreement shall become effective only upon the Closing of the
Stock Purchase Agreement. This Agreement shall become null and void on the
termination of the Stock Purchase Agreement prior to the consummation of the
transactions contemplated thereby.

SECTION 3. REGISTRATION RIGHTS.

                  (a) REGISTRATION STATEMENT.

                           (i) GRANT OF RIGHT. The Corporation shall file, and
         use commercially reasonable efforts to cause to be declared effective
         by the Commission no later than six months following the Closing Date,
         a registration statement (the "REQUIRED REGISTRATION STATEMENT") to
         register the Registrable Securities owned by the Sellers and the Lender
         (the "HOLDERS") for resale pursuant to the 1933 Act. Any of the
         Principals may elect to have his shares of Common Stock included for
         registration pursuant to the Required Registration Statement upon
         written notice given to the Corporation at any time prior to the
         declaration of effectiveness of the Required Registration Statement by
         the Commission, in which event the term "Holders" as used in Sections 3
         and 4 hereof shall include any Principal giving such notice, and for
         purposes of Sections 3 and 4 only (and not for purposes of any other
         provisions of this Agreement), the term "Registrable Securities" shall
         include the shares of Common Stock held by such Principal on the date
         hereof (and any shares underlying any options held by such Principal on
         the date hereof) with respect to which any such notice is given.

                           (ii) TERMS. The Corporation shall bear all fees and
         expenses attendant to registering the Registrable Securities, but the
         Holders shall pay any and all sales commissions and the expenses of any
         legal counsel selected by them to represent them in connection with the
         sale of the Registrable Securities. The Corporation shall use its best
         efforts to cause any registration statement filed pursuant to Section
         3(a) to remain effective until all the Registrable Securities
         registered thereunder are sold or until the delivery to the Holders of
         an opinion of counsel to the Corporation to the effect set forth in
         Section 3(g).



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<PAGE>   4
         (b) INDEMNIFICATION.

                  (i) The Corporation will indemnify the Holders, their
         directors and officers and each underwriter, if any, and each person
         who controls any of them within the meaning of the 1933 Act or the 1934
         Act against all claims, losses, damages and liabilities (or actions or
         proceedings, commenced or threatened, in respect thereof), joint or
         several, arising out of or based on any untrue statement (or alleged
         untrue statement) of a material fact contained in any prospectus,
         offering circular or other document (including any related registration
         statement, notification or the like) incident to any registration,
         qualification or compliance pursuant to this Section 3 or based on any
         omission (or alleged omission) to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or any violation by the Corporation of the 1933
         Act or any rule or regulation thereunder applicable to the Corporation
         in connection with any such registration, qualification or compliance,
         and will reimburse the Holders, their directors and officers, each such
         underwriter and each person who controls any such underwriter within
         the meaning of the 1933 Act or the 1934 Act for any legal and any other
         expenses reasonably incurred in connection with investigating and
         defending any such claim, loss, damage, liability or action or
         proceeding; provided that the Corporation will not be liable to a
         Holder in any such case to the extent that any such claim, loss,
         damage, liability or expense arises out of or is based on any untrue
         statement or omission based upon written information furnished to the
         Corporation by or on behalf of such Holder specifically stating that it
         is intended for inclusion in any registration statement under which
         Registrable Securities are registered. Such indemnity shall remain in
         full force and effect regardless of any investigation made by or on
         behalf of a Holder or any such director, officer or controlling person,
         and shall survive the transfer of such securities by any Holder.

                  (ii) Each of the Holders, severally and not jointly, shall
         indemnify the Corporation, each of its directors and officers and each
         underwriter, if any, of the Corporation's securities covered by such
         registration statement, each person who controls the Corporation or
         such underwriter within the meaning of the 1933 Act and the 1934 Act
         and the rules and regulations thereunder, each other securityholder
         participating in such distribution and each of their officers and
         directors and each person controlling such other securityholder,
         against all claims, losses, damages and liabilities (or actions or
         proceedings, commenced or threatened, in respect thereof) arising out
         of or based on any untrue statement (or alleged untrue statement) of a
         material fact contained in any such registration statement, prospectus,
         offering circular or other document, or any omission (or alleged
         omission) to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, and




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         will reimburse the Corporation and such other security holders,
         directors, officers, persons, underwriters or control persons for any
         legal or any other expenses reasonably incurred in connection with
         investigating or defending any such claim, loss, damage, liability or
         action or proceeding, in each case to the extent, but only to the
         extent, that such untrue statement (or alleged untrue statement) or
         omission (or alleged omission) is made in such document in reliance
         upon and in conformity with written information furnished to the
         Corporation by or on behalf of such Holder specifically stating that it
         is intended for inclusion in such document; provided, however, that the
         obligations of each Holder hereunder shall be limited to an amount
         equal to the proceeds received by such Holder of securities sold as
         contemplated herein. Such indemnity shall remain in full force and
         effect regardless of any investigation made by or on behalf of the
         Corporation or any such director, officer or controlling person, and
         shall survive the transfer of such securities by any Holder.

                  (iii) Each party desiring indemnification under this Section
         3(b) or contribution under Section 3(c) hereof (the "SECURITIES
         INDEMNIFIED PARTY") shall give notice to the party required to provide
         indemnification or contribution (the "SECURITIES INDEMNIFYING PARTY")
         promptly after such Securities Indemnified Party has actual knowledge
         of any claim as to which indemnity or contribution may be sought, and
         shall permit the Securities Indemnifying Party to assume, at its sole
         cost and expense, the defense of any such claim or any litigation
         resulting therefrom, provided that counsel for the Securities
         Indemnifying Party, who shall conduct the defense of such claim or any
         litigation resulting therefrom, shall be approved by the Securities
         Indemnified Party (whose approval shall not be unreasonably withheld).
         The Securities Indemnified Party may participate in such defense at the
         Securities Indemnified Party's expense unless (A) the employment of
         counsel by the Securities Indemnified Party has been authorized in
         writing by the Securities Indemnifying Party, (B) the Securities
         Indemnified Party has been advised by such counsel employed by it that
         there are legal defenses available to it involving potential conflict
         with those of the Securities Indemnifying Party (in which case the
         Securities Indemnifying Party will not have the right to direct the
         defense of such action on behalf of the Securities Indemnified Party),
         or (C) the Securities Indemnifying Party has not in fact employed
         counsel to assume the defense of such action within a reasonable time
         after receiving notice of the commencement of the action, in each of
         which cases the reasonable fees and expenses of counsel for the
         Securities Indemnified Party shall be at the expense of the Securities
         Indemnifying Party. The failure of any Securities Indemnified Party to
         give notice as provided herein shall not relieve the Securities
         Indemnifying Party of its obligations under this Section 3(b) or
         Section 3(c). No Securities Indemnifying Party, in the defense of any
         such claim or litigation, shall, except with the consent of each
         Securities Indemnified Party, consent to entry of any judgment or enter
         into any settlement which does not include as an unconditional term
         thereof the giving by the claimant or plaintiff to such Securities
         Indemnified Party of a release from all liability in respect to such
         claim or litigation. No Securities Indemnified Party shall settle any
         claim or demand without the prior written consent of the Securities
         Indemnifying Party (which consent will not be unreasonably withheld).
         Each Securities Indemnified Party shall furnish such information
         regarding itself or the claim in question as the Securities
         Indemnifying Party may reasonably request in writing and as shall be
         reasonably required in connection with defense of such claim and
         litigation resulting therefrom.




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                           (iv) The provisions of this Section 3(b) shall be in
         addition to any other rights to indemnification or contribution which
         an Indemnified Party may have pursuant to law, equity, contract or
         otherwise.

                  (c) CONTRIBUTION RIGHTS. In order to provide for just and
         equitable contribution under the 1933 Act in any case in which (A) any
         person entitled to indemnification under Section 3(b) makes a claim for
         indemnification pursuant hereto but such indemnification is not
         enforced in such case notwithstanding the fact that Section 3(b)
         provides for indemnification in such case, or (B) contribution under
         the 1933 Act, the 1934 Act or otherwise is required on the part of any
         such person in circumstances for which indemnification is provided
         under Section 3(b), then, and in each such case, the Corporation and
         each of the Holders shall contribute to the aggregate losses,
         liabilities, claims, damages and expenses of the nature contemplated by
         said indemnity agreement (including legal and other expenses reasonably
         incurred in connection with investigation or defense) incurred by the
         Corporation and the Holders, as incurred, in proportion to their
         relative fault and the relative knowledge and access to information of
         the Securities Indemnifying Party, on the one hand, and the Securities
         Indemnified Party, on the other hand, concerning the matters resulting
         in such losses, liabilities, claims, damages and expenses, the
         opportunity to correct and prevent any untrue statement or omission,
         whether the untrue or alleged untrue statement of a material fact or
         the omission or alleged omission of a material fact relates to
         information supplied by the Securities Indemnifying Party, on the one
         hand, or the Securities Indemnified Party, on the other hand, and any
         other equitable considerations appropriate under the circumstances;
         provided that no person guilty of a fraudulent misrepresentation
         (within the meaning of Section 11(f) of the 1933 Act) shall be entitled
         to contribution from any person who was not guilty of such fraudulent
         misrepresentation. For purposes of this Section 3(c), each person, if
         any, who controls the Corporation within the meaning of Section 15 of
         the 1933 Act shall have the same rights to contribution as the
         Corporation.

                  (d) INFORMATION. Each of the Holders shall furnish to the
         Corporation such information regarding itself and the distribution
         proposed by it as the Corporation may reasonably request in writing and
         as shall be reasonably required in connection with any registration,
         qualification or compliance referred to in this Section 3.

                  (e) 1934 ACT COMPLIANCE. The Corporation shall comply with all
         of the reporting requirements of the 1934 Act and with all other public
         information reporting requirements of the Commission, which are
         conditions to the availability of Rule 144 for the sale of the Common
         Stock. The Corporation shall cooperate with each Holder in supplying
         such information as may be necessary for such Holder to complete and
         file any information reporting forms presently or hereafter required by
         the Commission as a condition to the availability of Rule 144.

                  (f) NO CONFLICT OF RIGHTS. The Corporation represents and
         warrants to the holders of Registrable Securities that the granting of
         the registration rights to the Holders hereby does not and will not
         violate any agreement between the Corporation and any other security
         holders with respect to registration rights granted by the Corporation.

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<PAGE>   7

                  (g) TERMINATION. The rights granted under this Section 3 shall
         terminate upon delivery to the Holders of an opinion of counsel to the
         Corporation reasonably satisfactory to the Holders to the effect that
         such rights are no longer necessary for the public sale of the
         Registrable Securities without restriction as to the number of
         securities that may be sold at any one time or the manner of sale.

                  (h) TRANSFERABILITY. The rights granted under this Section 3
         shall not be transferable except, as to the Sellers, together with the
         Registrable Securities to the other Seller or New Valley.

SECTION 4. PREPARATION AND FILING.

         If and whenever the Corporation is under an obligation pursuant to the
provisions of this Agreement to use its commercially reasonable efforts to
effect the registration of any Registrable Securities, the Corporation shall:

                  (a) furnish, as far in advance as reasonably practicable but
         in no event less than five business days before filing a registration
         statement that registers such Registrable Securities, a prospectus
         relating thereto or any amendments or supplements relating to such a
         registration statement or prospectus, to one counsel selected by the
         holders of a majority of such Registrable Securities (the "SELLING
         HOLDERS' COUNSEL"), copies of all such documents proposed to be filed
         (it being understood that such five-business-day period need not apply
         to successive drafts of the same document proposed to be filed so long
         as such successive drafts are supplied to such counsel in advance of
         the proposed filing by a period of time that is customary and
         reasonable under the circumstances) and any Holder shall have the
         opportunity to object to any information pertaining solely to such
         holder that is contained therein and the Corporation will make the
         corrections reasonably requested by such Holder with respect to such
         information prior to filing any such registration statement or
         amendment;

                  (b) notify in writing the Selling Holders' Counsel promptly
         (i) of the receipt by the Corporation of comments by the Commission
         with respect to such registration statement or prospectus or any
         amendment or supplement thereto or any request by the Commission for
         the amending or supplementing thereof or for additional information
         with respect thereto, (ii) of the receipt by the Corporation of any
         notification with respect to the effectiveness, or the issuance by the
         Commission of any stop order suspending the effectiveness, of such
         registration statement or prospectus or any amendment or supplement
         thereto or the initiation or threatening of any proceeding for that
         purpose and (iii) of the receipt by the Corporation of any notification
         with respect to the suspension of the qualification of such Registrable
         Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purposes;




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                  (c) use its commercially reasonable efforts to register or
         qualify such Registrable Securities under such other securities or blue
         sky laws of such jurisdictions as any Holder reasonably requests and do
         any and all other acts and things which may be reasonably necessary or
         advisable to enable such Holder to consummate the disposition in such
         jurisdictions of the Registrable Securities owned by such Holder;
         provided, however, that the Corporation will not be required to qualify
         generally to do business, subject itself to general taxation or consent
         to general service of process in any jurisdiction where it would not
         otherwise be required so to do but for this paragraph (c);

                  (d) furnish to each Holder a conformed copy of the
         registration statement, the exhibits thereto and such number of copies
         of a summary prospectus or other prospectus, including a preliminary
         prospectus, in conformity with the requirements of the 1933 Act, and
         such other documents as such Holder may reasonably request in order to
         facilitate the public sale or other disposition of its Registrable
         Securities;

                  (e) use its commercially reasonable efforts to cause such
         Registrable Securities to be registered with or approved by such other
         governmental agencies or authorities as may be necessary by virtue of
         the business and operations of the Corporation to enable the Holders to
         consummate the disposition of such Registrable Securities;

                  (f) notify on a timely basis each Holder at any time when a
         prospectus relating to such Registrable Securities is required to be
         delivered under the 1933 Act within the appropriate period mentioned in
         paragraph (a) of this Section, of the happening of any event as a
         result of which the prospectus included in such registration statement,
         as then in effect, includes an untrue statement of a material fact or
         omits to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing and, at the request of such Holder, prepare
         and furnish to such Holder a reasonable number of copies of a
         supplement to or an amendment of such prospectus as may be necessary so
         that, as thereafter delivered to the offerees of such shares, such
         prospectus shall not include an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing;

                  (g) subject to execution of customary confidentiality
         agreements by the Inspectors (as defined below) make available for
         inspection by the Selling Holders' Counsel or any underwriter
         participating in any disposition pursuant to such registration
         statement and any attorney, accountant or other agent retained by any
         such underwriter (collectively, the "INSPECTORS") all pertinent
         financial and other records, pertinent corporate documents and
         properties of the Corporation as shall be reasonably necessary to
         enable them to exercise their due diligence responsibility, and cause
         the Corporation's officers, directors and employees to supply all such
         information reasonably requested by any such Inspector in connection
         with such registration statement;




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<PAGE>   9


                  (h) provide a transfer agent and registrar (which may be the
         same entity and which may be the Corporation) for such Registrable
         Securities;

                  (i) otherwise use its commercially reasonable efforts to
         comply with all applicable rules and regulations of the Commission and
         make available to its security holders, as soon as reasonably
         practicable, earnings statements (which need not be audited) covering a
         period of 12 months beginning within three months after the effective
         date of the registration statement, which earnings statements shall
         satisfy the provisions of Section 10(a) of the 1933 Act; and

                  (j) use its commercially reasonable efforts to take all other
         steps necessary to effect the registration of such Registrable
         Securities contemplated hereby.

SECTION 5. TAG ALONG RIGHTS.

         Except with respect to a sale or other transfer to an Affiliate of
LTGI, if LTGI proposes to sell or otherwise transfer, directly or indirectly, to
a person ("THIRD PARTY PURCHASER") other than any other holder of Voting
Securities party to this Agreement (except in a pledge to a financial
institution, a merger or recapitalization of the Corporation in which all
holders of Voting Securities participate or a tender offer not opposed by the
Corporation) (a "PROPOSED SALE") more than 5% of the shares of Common Stock
beneficially owned by LTGI at the time of the Proposed Sale, LTGI (the "SELLING
HOLDER") shall give written notice ("SALE NOTICE") of the Proposed Sale
(including the proposed per-share sale price and all other material terms of the
transaction) to each of the Lender and the Principals (each of the Lender and
Principals, a "TAG-ALONG HOLDER") no later than five (5) days prior to the
scheduled consummation of the Proposed Sale. Each Tag-Along Holder may, by
written notice ("PARTICIPATION NOTICE") given to the Selling Holder within three
(3) days after the Sale Notice is given by the Selling Holder, elect to require
the Third Party Purchaser to purchase from each such Tag-Along Holder such
Tag-Along Holder's Proportionate Share (as hereinafter defined) of the shares of
Common Stock included in its Registrable Securities. The failure of a Tag-Along
Holder to respond within the three-day period following receipt of the Sale
Notice shall be deemed to be a waiver of the Tag-Along Holder's rights under
this Section 5. It shall be a condition to the consummation of the Proposed Sale
by the Selling Holder that the Third Party Purchaser purchase from each
Tag-Along Holder who has given a Participation Notice within the time period
specified above that number of shares of Common Stock constituting such
Tag-Along Holder's Proportionate Share on the same terms and conditions as
pertain to the shares of Common Stock to be sold by the Selling Holder in the
Proposed Sale except that the Tag-Along Holder shall not be required to make any
agreements or representations other than its ownership of the shares it is
selling. As used herein, "PROPORTIONATE SHARE" means, with respect to a
Tag-Along Holder, that number of shares of Common Stock equal to that percentage
of the shares of Common Stock included in its Registrable Securities determined
by multiplying (x) the total number of such shares of Common Stock then held by
the Tag-Along Holder by (y) a fraction, the numerator of which is the number of
shares of Common Stock proposed to be sold by the Selling Holder in the Proposed




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Sale and the denominator of which is the number of shares of Common Stock then
owned by such Selling Holder (as adjusted for all Adjustment Events). The rights
set forth in this Section 5 shall not be transferable and shall expire at the
earlier of such time as (a) the Selling Holder beneficially owns less than 40%
of the outstanding Common Stock or (b) the Principals and Lenders collectively
beneficially own less than 10% of the outstanding Common Stock. For so long as
the rights set forth in this Section 5 shall exist, New Valley hereby agrees not
to transfer any of the outstanding shares of LTGI to a Third Party Purchaser
without the consent of the Principals and the Lender; PROVIDED, HOWEVER, that
New Valley may transfer such shares to any of its Affiliates without the consent
of the Principals and the Lender, PROVIDED, further, that New Valley may only
transfer shares of LTGI stock to an Affiliate if such Affiliate agrees to be
bound by the terms of this Agreement.

SECTION 6. HOLDBACK AGREEMENT.

         If there shall be a firm commitment underwriting of the Corporation's
Common Stock and the managing underwriter for such registration shall request,
the holders of Voting Securities who are party to this Agreement shall not sell,
sell short, offer or contract to sell, grant any option or warrant for the sale
of, or assign, transfer, pledge, hypothecate or otherwise encumber or dispose of
any legal or beneficial interest in, any Common Stock or Registrable Securities
without the prior written consent of the managing underwriter for a period
designated by the Corporation in writing to such holders, which period shall not
begin more than 30 days prior to the effectiveness of the registration statement
pursuant to which such public offering shall be made and shall not last more
than 180 days after the effective date of such registration statement.

SECTION 7. BOARD NOMINEE.

         Effective upon the Closing, the Corporation and the Sellers shall take
such actions as are reasonably necessary to appoint Messrs. Mark Zeitchick,
Vincent Mangone and Richard Rosenstock as directors of the Corporation to serve
until the next meeting of stockholders at which directors are elected. Until
such time as the Principals collectively beneficially own less than ten percent
(10%) of Common Stock, the Principals may nominate three individuals reasonably
acceptable to the Corporation for election to the Corporation's Board of
Directors at all meetings of stockholders at which directors are elected. If any
of the Principals' nominees are elected and subsequently cease to be a director
on account of death, resignation, removal or otherwise, the Principals shall
have the right to designate a successor to such nominee, which successor nominee
shall be a person reasonably acceptable to the Corporation. The Principals may
remove, for any reason, at any time, the director it has designated without the
consent of any other stockholder. The Sellers shall vote all Voting Securities
they own or with respect to which they otherwise have the right to vote for the
election or removal (at the Principals' request) of the Principals' nominees.

SECTION 8. REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

         Each of the parties hereto, severally and not jointly, hereby represent
and warrant to the other as follows:




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                  (a) AUTHORIZATION. Such party has the legal capacity to
         execute, deliver and perform this Agreement. This Agreement constitutes
         a valid and binding obligation of such party enforceable against such
         party in accordance with its terms.

                  (b) NO CONFLICT. The execution, delivery and performance by
         such party of this Agreement and the consummation of the transactions
         contemplated hereby do not and will not (i) result in any breach or
         violation of or be in conflict with or constitute a default under the
         terms of any law, order, regulation or agreement or arrangement to
         which it is a party or by which it is bound, (ii) require any filing
         with or authorization by any governmental entity other than any
         Schedule 13D or 13G filings under the 1934 Act or (iii) require any
         consent or other action by any person under, constitute a default
         under, or give rise to any right of termination, cancellation or
         acceleration or to a loss of any benefit to which it is entitled under
         any provision of any agreement or other instrument binding on it.

                  (c) RELIANCE. Such party understands and acknowledges that the
         other parties hereto are entering into the Stock Purchase Agreement and
         the Loan Agreement in reliance upon its execution and delivery of this
         Agreement.

SECTION 9. RIGHT OF FIRST REFUSAL.

                  (a) From the Closing Date until December 31, 2005, if either
         Berliner or the Lender (each of Berliner and the Lender, the "ROFR
         SELLER") proposes to sell, transfer or otherwise dispose of any of its
         Notes or, upon conversion of such Notes, any of the shares of Common
         Stock underlying such Notes, the ROFR Seller shall promptly give
         written notice ("ROFR NOTICE") to LTGI at least one (1) business day
         prior to the proposed closing date of such sale or transfer. The ROFR
         Notice shall describe in reasonable detail the proposed sale or
         transfer including, without limitation, the number of Notes (or
         underlying shares, as the case may be) to be sold or transferred
         ("OFFERED SECURITIES"), the nature of such sale or transfer, the
         consideration to be paid, and, where applicable, the name and address
         of each prospective purchaser or transferee. The giving of such notice
         shall grant to LTGI the rights set forth in paragraph (b) below. LTGI
         can elect to exercise rights under paragraph (b) or do nothing.

                  (b) LTGI shall have the right, exercisable no later than one
         (1) business day after receipt of the ROFR Notice, to purchase any or
         all of the Offered Securities on the same terms and conditions as set
         forth in the ROFR Notice, by delivery of written notice to the ROFR
         Seller within the aforesaid one (1) business day period (such purchase
         to be consummated on the third business day after delivery of such
         notice). If LTGI elects to purchase less than all of the Offered
         Securities, the ROFR Seller may transfer those Offered Securities which
         LTGI has elected not to purchase in accordance with paragraph (d)
         below.





                                      -10-
<PAGE>   12


                  (c) LTGI's exercise or non-exercise of its right to purchase
         Offered Securities shall not adversely affect its rights as to
         subsequent sales of Notes (or underlying shares) subject to this
         Section 9.

                  (d) If LTGI has not exercised its right to purchase any or all
         the Offered Shares within the period specified in paragraph (b) above,
         the ROFR Seller may, not later than sixty (60) days following delivery
         to LTGI of the ROFR Notice, conclude a transfer of any or all of the
         Offered Securities on terms and conditions not materially less
         favorable to it from those described in the ROFR Notice. Any proposed
         transfer on terms and conditions less favorable to it from those
         described in the ROFR Notice, as well as any subsequent proposed
         transfer of any of the Notes (or underlying shares) by the ROFR Seller
         shall again be subject to the purchase rights of LTGI and shall require
         compliance by the ROFR Seller with the procedures described in this
         Section 9.

                  (e) Any attempt by Berliner or the Lender to transfer Notes
         (or the underlying shares) in violation of Section 9 hereof shall be
         void and the Corporation will not effect such a transfer nor will it
         treat any alleged transferee as the holder of such securities.

SECTION 10. ASSIGNMENT; PARTIES IN INTEREST.

                  (a) Except as otherwise provided herein, this Agreement shall
         bind and inure to the benefit of the parties and each of their
         respective successors and permitted assigns.

                  (b) The Selling Parties shall not make any transfer of
         Registrable Securities to any person or entity otherwise allowed by
         such Section other than open market sales or sales under the Required
         Registration Statement on the open market unless the transferee
         executes an agreement, reasonably satisfactory to the Corporation,
         agreeing to be bound by the provisions of this Agreement. Such
         transferee shall have the benefits of a Selling Party under this
         Agreement to the extent such benefits are specifically stated herein to
         accrue to such transferee.

SECTION 11. MISCELLANEOUS.

                  (a) BINDING EFFECT. All covenants, representations, warranties
         and other stipulations in this Agreement and other documents referred
         to herein, given by or on behalf of any of the parties hereto, shall
         bind and inure to the benefit of the respective successors, heirs,
         personal representatives and assigns of the parties hereto.

                  (b) ENTIRE AGREEMENT. This Agreement contains the entire
         agreement among the parties with respect to the subject matter hereof
         and supersedes all prior arrangements or understandings with respect
         hereto.

                  (c) NOTICES. All notices, requests, consents and other
         communications hereunder to any party shall be deemed to be sufficient
         if contained in a written instrument and shall be deemed to have been
         duly given when delivered in person, by telecopy, by
         nationally-recognized overnight courier, or by first class registered
         or certified mail, postage prepaid, addressed to such party at the
         address set forth below or such other address as may hereafter be
         designated in writing by the addressee to the addressor at the address
         and telecopier numbers set forth in the Stock Purchase Agreement, with





                                      -11-
<PAGE>   13


         respect to the Selling Parties, in the Loan Agreement, with respect to
         the Lender, and at the addresses and telecopier numbers set forth in
         SCHEDULE A for the Principals. All such notices, requests, consents and
         other communications shall be deemed to have been delivered when
         received.

                  (d) MODIFICATIONS; AMENDMENTS; WAIVERS. The terms and
         provisions of this Agreement may not be modified or amended, nor any
         provision hereof waived, except pursuant to a writing signed by the
         Corporation, the Holders (including their assigns) and the Principals;
         PROVIDED, HOWEVER, that only a writing signed by the Sellers and the
         Lender is required to modify, amend or waive any of the provisions of,
         Section 9 hereof. No waiver by any party of any term of this Agreement
         in any one or more instances shall be deemed or construed as a waiver
         of such term on any future occasion.

                  (e) COUNTERPARTS. This Agreement may be executed in any number
         of counterparts, and each such counterpart hereof shall be deemed to be
         an original instrument, but all such counterparts together shall
         constitute but one agreement.

                  (f) HEADINGS. The headings of the various sections of this
         Agreement have been inserted for convenience of reference only and
         shall not be deemed to be a part of this Agreement.

                  (g) SEVERABILITY. It is the desire and intent of the parties
         that the provisions of this Agreement be enforced to the fullest extent
         permissible under the law and public policies applied in each
         jurisdiction in which enforcement is sought. Accordingly, if any
         provision of this Agreement would be held in any jurisdiction to be
         invalid, prohibited or unenforceable for any reason, such provision, as
         to such jurisdiction, shall be ineffective, without invalidating the
         remaining provisions of this Agreement or affecting the validity or
         enforceability of such provision in any other jurisdiction.
         Notwithstanding the foregoing, if such provision could be more narrowly
         drawn so as not to be invalid, prohibited or unenforceable in such
         jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn,
         without invalidating the remaining provisions of this Agreement or
         affecting the validity or enforceability of such provision in any other
         jurisdiction.

                  (h) GOVERNING LAW. This Agreement shall be governed by and
         construed in accordance with the law of the State of New York, without
         giving effect to principles governing conflicts of laws, except to the
         extent the provisions of the Florida Business Corporation Act apply.

                  (i) SPECIFIC PERFORMANCE: REMEDIES. The parties hereto agree
         that irreparable damage would occur in the event any provision of this
         Agreement was not performed in accordance with the terms hereof and
         that the parties shall be entitled to specific performance of the terms
         hereof, in addition to any other remedy at law or equity. Except as
         otherwise expressly provided for herein, no remedy conferred by any of
         the specific provisions of this Agreement is intended to be exclusive





                                      -12-
<PAGE>   14

       of any other remedy, and each and every remedy shall be cumulative and
         shall be in addition to every other remedy given hereunder or now or
         hereafter existing at law or in equity or by statute or otherwise. The
         election of any one or more remedies by any party hereto shall not
         constitute a waiver by any such party of the right to pursue any other
         available remedies.

                  (j) CONSENT TO JURISDICTION.

                           (i) Each of the Selling Parties, the Lender, the
         Corporation and the Principals hereby irrevocably submits to the
         exclusive jurisdiction of the courts of the State of New York and to
         the jurisdiction of the United States District Court for the Southern
         District of New York or any court of the State of New York located in
         the Borough of Manhattan in the City of New York, for the purpose of
         any action or proceeding arising out of or relating to this Agreement
         and each of the Selling Parties, the Lender, the Corporation and the
         Principals hereby irrevocably agrees that all claims in respect to such
         action or proceeding shall be heard and determined exclusively in any
         New York state or federal court. Each of the Selling Parties, the
         Lender, the Corporation and the Principals agrees that a final judgment
         in any action or proceeding shall be conclusive and may be enforced in
         other jurisdictions by suit on the judgment or in any other manner
         provided by law.

                           (ii) Each of the Selling Parties, the Corporation and
         the Principals irrevocably consents to the service of the summons and
         complaint and any other process in any other action or proceeding
         relating to the transactions contemplated by this Agreement, on behalf
         of itself or its property, by personal delivery of copies of such
         process to such party. Nothing in this Section 11(j) shall affect the
         right of any party to serve legal process in any other manner permitted
         by law.

                  (k) WAIVER OF JURY TRIAL. EACH OF THE SELLING PARTIES, THE
         LENDER, THE CORPORATION AND THE PRINCIPALS HEREBY IRREVOCABLY WAIVES
         ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
         (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
         RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE SELLING PARTIES, THE
         LENDER, THE CORPORATION AND THE PRINCIPALS IN THE NEGOTIATION,
         ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

                  (l) FURTHER ASSURANCES. Each party will take such further
         actions as may reasonably be requested by another party to effect the
         purposes of this Agreement.

                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]


                                      -13-
<PAGE>   15


         IN WITNESS WHEREOF, the parties hereto have executed this Investor
Rights Agreement on the date first written above.

                              NEW VALLEY CORPORATION

                              By:  /s/ RICHARD J. LAMPEN
                                 -----------------------------------------
                                   Name:   Richard J. Lampen
                                   Title:  Executive Vice President


                              LADENBURG, THALMANN GROUP INC.

                              By:  /s/ VICTOR M. RIVAS
                                 -----------------------------------------
                                   Name:   Victor M. Rivas
                                   Title:  Chairman & Chief Executive Officer


                              BERLINER EFFEKTENGESELLSCHAFT AG

                              By:  /s/ HOLGER TIMM
                                 -----------------------------------------
                                   Name:   Holger Timm
                                   Title:  Chief Executive Officer

                              GBI CAPITAL MANAGEMENT CORP.

                              By:  /s/ RICHARD J. ROSENSTOCK
                                 -----------------------------------------
                                   Name:   Richard J. Rosenstock
                                   Title:  President


                              FROST-NEVADA, LIMITED PARTNERSHIP

                              By:  /s/ DAVID MOSKOWITZ
                                 -----------------------------------------
                                    Name:  David Moskowitz
                                    Title: President, Frost-Nevada Corporation,
                                           General Partner of Frost-Nevada
                                           Limited Partnership



                                      -14-
<PAGE>   16


                               PRINCIPALS:

                                 /s/ RICHARD J. ROSENSTOCK
                                -----------------------------------------
                               RICHARD J. ROSENSTOCK

                                 /s/ MARK ZEITCHICK
                                -----------------------------------------
                               MARK ZEITCHICK

                                 /s/ VINCENT A. MANGONE
                               ------------------------------------------
                               VINCENT A. MANGONE

                                 /s/ DAVID THALHEIM
                                -----------------------------------------
                               DAVID THALHEIM



                                      -15-
<PAGE>   17





                                   SCHEDULE A

<TABLE>
<CAPTION>


NAME, ADDRESS AND FAX NUMBER                                              NUMBER OF SHARES
----------------------------                                              ----------------

<S>                                                                          <C>
                RICHARD J. ROSENSTOCK                                        3,945,060
  Richard J. Rosenstock Revocable Living Trust dated
                        3/5/96

           c/o GBI Capital Management Corp.
                 1055 Stewart Avenue
                  Bethpage, NY 11714
            Facsimile No.: (516) 470-1050


                    MARK ZEITCHICK                                           1,512,273


           c/o GBI Capital Management Corp.
                 1055 Stewart Avenue
                  Bethpage, NY 11714
            Facsimile No.: (516) 470-1050


                  VINCENT A. MANGONE                                         1,512,273
   Vincent A. Mangone Revocable Living Trust dated
                       11/5/96

           c/o GBI Capital Management Corp.
                 1055 Stewart Avenue
                  Bethpage, NY 11714
            Facsimile No.: (516) 470-1050


                    DAVID THALHEIM                                           1,512,273
  David Thalheim Revocable Living Trust dated 3/5/96


           c/o GBI Capital Management Corp.
                 1055 Stewart Avenue
                  Bethpage, NY 11714
            Facsimile No.: (516) 470-1050



</TABLE>



                                      -16-
</TEXT>
</DOCUMENT>
