VECTOR GROUP LTD
PLEDGE AND SECURITY AGREEMENT - BROOKE GROUP
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>g69558ex10-5.txt
<DESCRIPTION>PLEDGE AND SECURITY AGREEMENT - BROOKE GROUP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.5


                          PLEDGE AND SECURITY AGREEMENT


         PLEDGE AND SECURITY AGREEMENT, dated as of May 14, 2001 (as amended,
modified or supplemented from time to time, this "AGREEMENT") between Brooke
Group Holding Inc., a corporation duly organized and validly existing under the
laws of the State of Delaware (the "BROOKE HOLDING") and United States Trust
Company of New York, a New York banking corporation, as collateral agent
(together with its successors and assigns, the "COLLATERAL AGENT") on behalf of
the holders (the "HOLDERS") of the 10% Senior Secured Notes due March 31, 2006
(the "NOTES") issued pursuant to that certain Note Purchase Agreement, dated as
of May 14, 2001 (as amended, supplemented or modified from time to time, the
"NOTE PURCHASE AGREEMENT") between the BGLS, Inc (the "COMPANY") and the
Holders.

                  Section 1. DEFINITIONS. Terms defined in the Note Purchase
Agreement are used herein as defined therein. In addition, as used herein:

         "ACCOUNT CONTROL AGREEMENT" means the Account Control Agreement, dated
as of the date hereof, substantially in the form of Exhibit B-2 to the Note
Purchase Agreement among the Company, the Collateral Agent and Bank of America,
N.A., as amended, modified and supplemented from time to time.

         "ACCOUNTS" has the meaning ascribed thereto in Section 3(d) hereof.

         "BROOKE HOLDING" means Brooke Group Holding, Inc. a Delaware
corporation, and any successor thereto.

         "COLLATERAL" has the meaning ascribed thereto in Section 3 hereof.

         "COMMERCIAL TORT CLAIM" means (i) prior to July 1, 2001, a claim of
Brooke Holding arising in tort and (ii) on or after July 1, 2001, has the
meaning ascribed thereto in the Uniform Commercial Code.

         "COPYRIGHT COLLATERAL" means all Copyrights, whether now owned or
hereafter acquired by Brooke Holding.

         "COPYRIGHTS" means all copyrights, copyright registrations and
applications for copyright registrations, including, without limitation, all
renewals, extensions, income, royalties, damages and payments now or hereafter
due and/or payable under and with respect thereto, including, without
limitation, damages and payments for past or future infringements thereof, the
right to sue for past, present and future infringements thereof, and all rights
corresponding thereto throughout the world.

         "DEPOSIT ACCOUNT" means any deposit account (as defined in the Uniform
Commercial Code).

         "DOCUMENTS" has the meaning ascribed thereto in Section 3(k) hereof.


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         "ENVIRONMENTAL LAWS" means any and all present and future Federal,
state, local and foreign laws, rules or regulations, and any orders or decrees,
in each case as now or hereafter in effect, relating to the regulation or
protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes into the indoor or outdoor
environment, including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes.

         "EQUIPMENT" has the meaning ascribed thereto in Section 3(i) hereof.

         "EQUITY INTERESTS" means, with respect to any Person, any capital stock
of such Person and shares, interests, participations or other ownership
interests (however designated) of any Person and any rights (other than debt
securities convertible into corporate stock), warrants and options to purchase
any of the foregoing, including (without limitation) each class of common stock
and preferred stock of such Person if such Person is a corporation and each
general and limited partnership interest of such Person if such Person is a
partnership.

         "FARM PRODUCTS" has the meaning ascribed thereto in the Uniform
Commercial Code.

         "INITIAL PLEDGED LIGGETT SHARES" means all Equity Interests of Liggett
represented by the certificates of Liggett identified in Annex 1 hereto.

         "INSTRUMENTS" has the meaning ascribed thereto in Section 3(e) hereof.

         "INTELLECTUAL PROPERTY" means, collectively, all Copyright Collateral,
all Patent Collateral and all Trademark Collateral.

         "INVENTORY" has the meaning ascribed thereto in Section 3(g) hereof.

         "ISSUERS" means, collectively, the respective corporations identified
in Annex 1 hereto under the caption "Issuer".

         "LIGGETT" means Liggett Group, Inc. a Delaware corporation, and any
successor thereto.

         "LIGGETT CONVERTIBLE SECURITIES" means any securities or rights that
are convertible into or exchangeable for Equity Interests of Brooke Holding.

         "MOTOR VEHICLES" means motor vehicles, tractors, trailers and other
like property whether or not the title thereto is governed by a certificate of
title or ownership.

         "NEW VALLEY" means New Valley Corporation, a Delaware corporation, and
any successor thereto.



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         "NOTES" has the meaning ascribed thereto in the first paragraph hereof.

         "NV HOLDINGS" means New Valley Holdings, Inc., a Delaware corporation,
and any successor thereto.

         "PATENT COLLATERAL" means all Patents, whether now owned or hereafter
acquired by Brooke Holding.

         "PATENTS" means all patents and patent applications, including, without
limitation, the inventions and improvements described and claimed therein
together with the reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof, all income, royalties, damages and payments now
or hereafter due and/or payable under and with respect thereto, including,
without limitation, damages and payments for past or future infringements
thereof, the right to sue for past, present and future infringements thereof,
and all rights corresponding thereto throughout the world.

         "PERSON" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

         "PLEDGED STOCK" has the meaning ascribed thereto in Section 3(a)
hereof.

         "RESEARCH" means Vector Research Ltd., a Delaware corporation, and any
successor thereto.

         "SECURED OBLIGATIONS" means, collectively, all obligations and
liabilities of any kind or nature, present or future, absolute or contingent, of
(i) the Company arising under the Note Documents, (ii) NV Holdings arising under
the NV Holdings Pledge Agreement or any other undertaking or agreement delivered
by NV Holdings in connection with any other Note Document, (iii) VTUSA arising
under any undertaking or agreement delivered by VTUSA in connection with any
Note Document, (iv) Brooke Overseas arising under any undertaking or agreement
delivered by Brooke Overseas in connection with any Note Document, (v) New
Valley arising under any undertaking or agreement delivered by New Valley in
connection with any Note Document, (vi) Brooke Holding arising under this
Agreement or any other undertaking or agreement delivered by Brooke Holding,
(vii) Research arising under any undertaking, or agreement delivered by Research
in connection with any Note Document, (viii) Vector arising under the Vector
Pledge Agreement or any other undertaking or agreement delivered by Vector in
connection with any other Note Document or (ix) Liggett arising under any
undertaking or agreement delivered by Liggett in connection with any Note
Document.

         "STOCK COLLATERAL" means, collectively, the Collateral described in
clauses (a) through (c) of Section 3 hereof and the proceeds of and to any such
property and, to the extent related to any such property or such proceeds, all
books, correspondence, credit files, records, invoices and other papers.

         "TRADEMARK COLLATERAL" means all Trademarks, whether now owned or
hereafter acquired by Brooke Holding. Notwithstanding the foregoing, the


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Trademark Collateral does not and shall not include any Trademark that would be
rendered invalid, abandoned, void or unenforceable by reason of its being
included as part of the Trademark Collateral.

         "TRADEMARKS" means all trade names, trademarks and service marks,
logos, trademark and service mark registrations, and applications for trademark
and service mark registrations, including, without limitation, all renewals of
trademark and service mark registrations, all rights corresponding thereto
throughout the world, the right to recover for all past, present and future
infringements thereof, all other rights of any kind whatsoever accruing
thereunder or pertaining thereto, together, in each case, with the product lines
and goodwill of the business connected with the use of, and symbolized by, each
such trade name, trademark and service mark.

         "UNIFORM COMMERCIAL CODE" means the Uniform Commercial Code as in
effect from time to time in the State of New York.

         "U.S. LEGAL TENDER" means such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

         "VECTOR" means Vector Group Ltd., a Delaware corporation and any
successor thereto.

         "VTUSA" means Vector Tobacco (USA) Ltd., a Delaware corporation, and
any successor thereto.

                  Section 2. REPRESENTATIONS AND WARRANTIES. Brooke Holding
represents and warrants and covenants to the Collateral Agent for the benefit of
the Holders and the Collateral Agent that:

                  (a) Brooke Holding is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation;

                  (b) Brooke Holding has the corporate power and authority and
         the legal right to execute and deliver, to perform its obligations
         under, and to grant the security interest in the Collateral pursuant
         to, this Agreement and has taken all necessary corporate action to
         authorize its execution, delivery and performance of, and grant of the
         security interest in the Collateral pursuant to, this Agreement;

                  (c) this Agreement constitutes a legal, valid and binding
         obligation of Brooke Holding, enforceable in accordance with its terms,
         except as enforceability may be affected by bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws relating to or affecting creditors' rights generally, general
         equitable principles (whether considered in a proceeding in equity or
         at law) and an implied covenant of good faith and fair dealing;



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                  (d) the execution, delivery and performance by Brooke Holding
         of this Agreement will not (i) contravene, result in any breach of, or
         constitute a default under, or result in the creation of any Lien in
         respect of any property of Brooke Holding under, any indenture,
         mortgage, deed of trust, loan, purchase or credit agreement, lease,
         corporate charter or by-laws, or any other agreement or instrument to
         which Brooke Holding is bound or by which Brooke Holding or any of its
         properties is bound or affected, (ii) conflict with or result in a
         breach of any of the terms, conditions or provisions of any order,
         judgment, decree, or ruling of any court, arbitrator or Governmental or
         Regulatory Authority applicable to Brooke Holding or (iii) violate any
         provision of any statute or other rule or regulation of any
         Governmental or Regulatory Authority applicable to Brooke Holding;

                  (e) no consent, approval or authorization of, or registration,
         filing (other than the filing of any financing statements contemplated
         in any Note Document) or declaration with, any Governmental or
         Regulatory Authority is required in connection with the execution,
         delivery or performance by Brooke Holding of this Agreement;

                  (f) no litigation, investigation or proceeding of or before
         any arbitrator or Governmental or Regulatory Authority is pending or,
         to the knowledge of Brooke Holding, threatened by or against Brooke
         Holding against any of its properties or revenues with respect to this
         Agreement or any of the transactions contemplated hereby;

                  (g) except for the Security Interest, Brooke Holding is the
         sole legal and equitable owner of the Collateral, holds the same free
         and clear of all Liens, charges, encumbrances and security interests of
         any kind and nature and will make no other assignment, pledge,
         mortgage, hypothecation, transfer or other disposition of the
         Collateral, other than the sale or application of the Collateral in
         compliance with the provisions of Sections 8.24 and 13.8 of the Note
         Purchase Agreement;

                  (h) Brooke Holding has good, right and legal title to the
         Collateral and will defend its title thereto against the claims of all
         Persons whomsoever and will maintain and preserve the Security Interest
         as long as this Agreement shall remain in full force and effect;

                  (i) no financing statement or other public notice with respect
         to all or any part of the Collateral is on file or of record in any
         public office, except as have been filed by the Collateral Agent
         pursuant to this Agreement or as are permitted by the Note Purchase
         Agreement;

                  (j) except for the filing of UCC-1 financing statements, no
         consent or approval of, or other action by, and no notice to or filing
         with, any Governmental or Regulatory Authority or securities exchange,
         was or is necessary as a condition (i) to the validity of the pledge



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         provided for herein or for the execution, delivery or performance of
         this Agreement by Brooke Holding or (ii) other than filings with (A)
         the United States Patent and Trademark Office in connection with the
         assignment of the Patents, Trademarks and Copyrights or (B) the
         Securities Act, and regulations thereunder and any applicable blue sky
         laws, for the exercise by the Collateral Agent of the voting or other
         rights provided for in this Agreement or the remedies in respect of the
         Collateral pursuant to this Agreement;

                  (k) as of the date hereof: (i) the Initial Pledged Liggett
         Shares are the only issued and outstanding shares of capital stock of
         Liggett and (ii) there are no issued and outstanding Liggett
         Convertible Securities, and Liggett is not subject to any obligation,
         contingent or otherwise, to issue in the future any additional Equity
         Interests or any such Liggett Convertible Securities;

                  (l) the Initial Pledged Liggett Shares are duly authorized,
         validly issued, fully paid and nonassessable;

                  (m) except for the Note Documents, Brooke Holding is not now
         and will not become a party to any voting trust or other agreement or
         undertaking with respect to the exercise of the voting or consent
         rights associated with any of the Stock Collateral (other than an
         agreement or undertaking in respect of a sale of the Stock Collateral,
         which sale is or will be in compliance with the provisions of Section
         13.8 of the Note Purchase Agreement), and there are no other
         restrictions on the exercise of such rights;

                  (n) except for the Note Documents, Brooke Holding is not now
         and will not become a party to any agreement or undertaking pursuant to
         which any Issuer or any other Person could have the right to purchase
         any of the Stock Collateral (other than an agreement or undertaking in
         respect of a sale of the Stock Collateral, which sale is or will be in
         compliance with the provisions of Section 13.8 of the Note Purchase
         Agreement), and at the time of delivery of any Stock Collateral to the
         Collateral Agent there will not be (and Brooke Holding will not
         thereafter permit to exist) any other restrictions on the transfer of
         the Stock Collateral;

                  (o) except for the Note Documents, Brooke Holding has the
         right to vote, pledge and grant a security interest in, or otherwise
         transfer, the Collateral free of any liens (except as set forth in (g)
         above);

                  (p) the security interests granted pursuant to this Agreement
         (i) upon completion of the filings and other actions specified on Annex
         2 (which, in the case of all filings and other documents referred to on
         said Annex, have been delivered to the Collateral Agent in duly
         executed form) will constitute valid perfected security interests in
         all of the Collateral in favor of the Collateral Agent enforceable in



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         accordance with the terms hereof against all creditors of Brooke
         Holding and all Persons purporting to purchase any Collateral from
         Brooke Holding and (ii) are prior to all other Liens on the Collateral
         in existence on the date hereof except for Liens permitted by the Note
         Purchase Agreement which have priority over the Liens on the Collateral
         held by the Collateral Agent by operation of law;

                  (q) the grant and perfection of the Security Interest in the
         Stock Collateral for the benefit of the Collateral Agent and the
         Holders, in accordance with the terms hereof, will not violate the
         registration requirements of the Securities Act, any provisions of any
         other applicable federal, state or foreign securities laws, or any
         applicable general corporation law or other applicable law;

                  (r) each Issuer is a corporation duly organized, validly
         existing and in good standing under the laws of the state of its
         incorporation and has full power and authority to own or lease its
         properties and assets and to carry on its business;

                  (s) the stock powers delivered to the Collateral Agent with
         respect to the Pledged Stock have been, and at the time of the delivery
         of any other stock powers to the Collateral Agent in connection with
         the pledge of any additional Stock Collateral such stock powers will
         be, duly executed;

                  (t) the pledge of the Initial Pledged Shares pursuant to this
         Agreement, together with the transfer of such Initial Pledged Shares to
         the Collateral Agent, creates a valid and perfected first priority
         security interest in the Stock Collateral, in favor of the Collateral
         Agent for the benefit of the Collateral Agent and the Holders, securing
         the due and punctual payment and performance in full of the Secured
         Obligations in accordance with the respective terms thereof;

                  (u) Brooke Holding is incorporated in the State of Delaware
         and the location of its chief executive office or sole place of
         business on the date hereof is specified on Annex 3;

                  (v) none of the Collateral consists of, or is the proceeds (as
         defined in the Uniform Commercial Code) of, Farm Products;

                  (w) on the date hereof, the Inventory and the Equipment (other
         than Motor Vehicles) are kept at the locations listed on Annex 3;

                  (x)

                           (i) Annex 4 lists all Intellectual Property owned by
                  Brooke Holding in its own name on the date hereof;


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                           (ii) On the date hereof, all material Intellectual
                  Property is valid, subsisting, unexpired and enforceable, has
                  not been abandoned and does not infringe the intellectual
                  property rights of any other Person;

                           (iii) Except as set forth in Annex 4, on the date
                  hereof, none of the Intellectual Property is the subject of
                  any licensing or franchise agreement pursuant to which Brooke
                  Holding is the licensor or franchisor;

                           (iv) No holding, decision or judgment has been
                  rendered by any Governmental or Regulatory Authority which
                  would limit, cancel or question the validity of, or Brooke
                  Holding's rights in, any Intellectual Property in any respect;
                  and

                           (v) No action or proceeding is pending or, to the
                  knowledge of Brooke Holding threatened, or the date hereof
                  seeking to limit, cancel or question the validity of any
                  Intellectual Property or Brooke Holding's ownership interest
                  therein;

                  (y) subject to Section 4.01(b), all Instruments owned by
         Brooke Holding are listed on Annex 5 and have been delivered to the
         Collateral Agent;

                  (z) each Instrument which is a promissory note issued to and
         held by Brooke Holding (including any promissory note evidencing loans
         made by Brooke Holding to any of its Affiliates or Associates, any
         Vector Expanded Affiliate or any Group Executive) constitutes the
         legal, valid and binding obligation of the obligor with respect
         thereto, enforceable in accordance with its terms, subject to the
         effects of bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an implied
         covenant of good faith and fair dealing;

                  (aa) any instruments of assignment and transfer delivered
         pursuant to Section 4.01(b) have been, or will be, duly executed;

                  (bb) all Deposit Accounts of Brooke Holding are listed on
         Annex 6;

                  (cc) Brooke Holding has no Commercial Tort Claims; and

                  (dd) Brooke Holding shall not sell, assign, transfer or
         otherwise dispose of, pledge, hypothecate or otherwise encumber, any of
         its Equity Interests in Liggett which are pledged pursuant to this
         Agreement, unless any such sale, assignment, transfer or disposition is



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         in compliance with provisions of Section 10.1 and Section 13.8 of the
         Note Purchase Agreement.

                  Section 3. COLLATERAL. As collateral security for the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) and performance of the Secured Obligations, Brooke Holding hereby
pledges and grants to the Collateral Agent for the benefit of the Holders and
the Collateral Agent a security interest in all of Brooke Holding's right, title
and interest in the following property, whether now owned by Brooke Holding or
hereafter acquired and whether now existing or hereafter coming into existence
(all being collectively referred to herein as "COLLATERAL"):

                  (a) the shares of capital stock and other Equity Interests of
         the Issuers represented by the certificates identified in Annex 1
         hereto and all Equity Interests of any other Person, now or hereafter
         owned by Brooke Holding, in each case together with the certificates
         evidencing the same (collectively, the "PLEDGED STOCK");

                  (b) all shares, securities, moneys or property representing a
         dividend on any of the Pledged Stock, or representing a distribution or
         return of capital upon or in respect of the Pledged Stock, or resulting
         from a split-up, revision, reclassification or other like change of the
         Pledged Stock or otherwise received in exchange therefor, and any
         subscription warrants, rights or options issued to the holders of, or
         otherwise in respect of, the Pledged Stock;

                  (c) without affecting the obligations of Brooke Holding under
         any provision prohibiting such action hereunder or under the Note
         Purchase Agreement, in the event of any consolidation or merger in
         which an Issuer or other Subsidiary of Brooke Holding is not the
         surviving corporation, all shares of each class of the capital stock
         and all other Equity Interests of the successor corporation (unless
         such successor corporation is Brooke Holding itself) formed by or
         resulting from such consolidation or merger (the Pledged Stock,
         together with all other certificates, shares, securities, properties or
         moneys as may from time to time be pledged hereunder pursuant to clause
         (a) or (b) above and this clause (c) being herein collectively called
         the "STOCK COLLATERAL");

                  (d) all accounts and general intangibles (each as defined in
         the Uniform Commercial Code) of Brooke Holding constituting any right
         to the payment of money, including (but not limited to) all moneys due
         and to become due to Brooke Holding in respect of any loans or advances
         or for Inventory or Equipment or other goods sold or leased or for
         services rendered, all moneys due and to become due to Brooke Holding



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         under any guarantee (including a letter of credit) of the purchase
         price of Inventory or Equipment sold by Brooke Holding and all tax
         refunds (such accounts, general intangibles and moneys due and to
         become due being herein called collectively "ACCOUNTS");

                  (e) all instruments, chattel paper or letters of credit (each
         as defined in the Uniform Commercial Code) of Brooke Holding
         evidencing, representing, arising from or existing in respect of,
         relating to, securing or otherwise supporting the payment of, any of
         the Accounts, including (but not limited to) promissory notes, drafts,
         bills of exchange and trade acceptances (herein collectively called
         "INSTRUMENTS");

                  (f) all Deposit Accounts of Brooke Holding;

                  (g) all inventory (as defined in the Uniform Commercial Code)
         of Brooke Holding, all goods obtained by Brooke Holding in exchange for
         such inventory, and any products made or processed from such inventory
         including all substances, if any, commingled therewith or added thereto
         (herein collectively called "INVENTORY");

                  (h) all Intellectual Property and all other accounts or
         general intangibles not constituting Intellectual Property or Accounts;

                  (i) all equipment (as defined in the Uniform Commercial Code)
         of Brooke Holding, including all Motor Vehicles (herein collectively
         called "EQUIPMENT");

                  (j) each contract and other agreement of Brooke Holding
         relating to the sale or other disposition of Inventory or Equipment;

                  (k) all documents of title (as defined in the Uniform
         Commercial Code) or other receipts of Brooke Holding covering,
         evidencing or representing Inventory or Equipment (herein collectively
         called "DOCUMENTS");

                  (l) all rights, claims and benefits of Brooke Holding against
         any Person arising out of, relating to or in connection with Inventory
         or Equipment purchased by Brooke Holding, including, without
         limitation, any such rights, claims or benefits against any Person
         storing or transporting such Inventory or Equipment;

                  (m) all Commercial Tort Claims of Brooke Holding;

                  (n) all securities accounts (as defined in Article 8 of the
         Uniform Commercial Code) and the financial assets (as defined in
         Article 8 of the Uniform Commercial Code) credited from time to time
         thereto; and

                  (o) all other tangible and intangible personal property and
         fixtures of Brooke Holding, including, without limitation, all
         proceeds, products, offspring, accessions, rents, profits, income,
         benefits, substitutions and replacements of and to any of the property



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         of Brooke Holding described in the preceding clauses of this Section 3
         (including, without limitation, any proceeds of insurance thereon and
         all causes of action, claims and warranties now or hereafter held by
         Brooke Holding in respect of any of the items listed above) and, to the
         extent related to any property described in said clauses or such
         proceeds, products and accessions, all books, correspondence, credit
         files, records, invoices and other papers, including without limitation
         all tapes, cards, computer runs and other papers and documents in the
         possession or under the control of Brooke Holding or any computer
         bureau or service company from time to time acting for Brooke Holding.

                  Section 4. FURTHER ASSURANCES; REMEDIES. In furtherance of the
grant of the pledge and security interest pursuant to Section 3 hereof, Brooke
Holding hereby agrees with the Collateral Agent as follows:

                  4.01. DELIVERY AND OTHER PERFECTION. The Company shall:

                  (a) if any of the shares, securities, moneys or property
         required to be pledged by Brooke Holding under clauses (a), (b) and (c)
         of Section 3 hereof are received by Brooke Holding, hold such Property
         in trust and forthwith either (x) transfer and deliver to the
         Collateral Agent such shares or securities so received by Brooke
         Holding (together with the certificates for any such shares and
         securities duly endorsed in blank or accompanied by undated stock
         powers duly executed in blank, all in form and substance reasonably
         satisfactory to the Collateral Agent), all of which thereafter shall be
         held by the Collateral Agent (except in the case of cash dividends
         which shall be transferred to the Company and held in a Company Account
         in accordance with the Note Purchase Agreement), pursuant to the terms
         of this Agreement, as part of the Collateral or (y) take such other
         action as may be necessary or appropriate or as the Collateral Agent
         may reasonably request to duly record the Lien created hereunder in
         such shares, securities, moneys or property in said clauses (a), (b)
         and (c);

                  (b) deliver and pledge to the Collateral Agent any and all
         Instruments pledged hereunder, endorsed and/or accompanied by such
         instruments of assignment and transfer in such form and substance as
         may be required to perfect the pledge thereof hereunder or as the
         Collateral Agent may reasonably request; PROVIDED, that so long as no
         Default shall have occurred and be continuing, Brooke Holding may
         retain for collection in the ordinary course any Instruments received
         by Brooke Holding in the ordinary course of business and the Collateral
         Agent shall, promptly upon request of Brooke Holding, make appropriate
         arrangements for making any Instrument pledged by Brooke Holding
         hereunder available to Brooke Holding for purposes of presentation,
         collection or renewal (any such arrangement to be effected, to the
         extent deemed appropriate by the Collateral Agent, against trust
         receipt or like document);



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<PAGE>   12

                  (c) give, execute, deliver, file and/or record any financing
         statement, continuation statement, notice, instrument, document,
         agreement or other papers that may be necessary or desirable or that
         the Collateral Agent may reasonably request to create, preserve,
         perfect or validate the security interest granted pursuant hereto or to
         enable the Collateral Agent to exercise and enforce its rights
         hereunder with respect to such pledge and security interest, including,
         without limitation, causing any or all of the Stock Collateral to be
         transferred of record into the name of the Collateral Agent or its
         nominee (and the Collateral Agent agrees that if any Stock Collateral
         is transferred into its name or the name of its nominee, the Collateral
         Agent will thereafter promptly give to Brooke Holding copies of any
         notices and communications received by it with respect to the Stock
         Collateral), PROVIDED that notices to account debtors in respect of any
         Accounts or Instruments shall be subject to the provisions of clause
         (g) below;

                  (d) upon the acquisition after the date hereof by Brooke
         Holding of any Equipment covered by a certificate of title or
         ownership, cause the Collateral Agent to be listed as the lienholder on
         such certificate of title and within 120 days of the acquisition
         thereof deliver evidence of the same to the Collateral Agent;

                  (e) keep full and accurate books and records relating to the
         Collateral, and stamp or otherwise mark such books and records in such
         manner as may be necessary to reflect the security interests granted by
         this Agreement;

                  (f) permit representatives of the Collateral Agent, upon
         reasonable notice, at any time during normal business hours to inspect
         and make abstracts from its books and records pertaining to the
         Collateral, and permit representatives of the Collateral Agent to be
         present at Brooke Holding's place of business to receive copies of all
         communications and remittances relating to the Collateral, and forward
         copies of any notices or communications received by Brooke Holding with
         respect to the Collateral, all to the extent and in such manner as the
         Collateral Agent may reasonably request; and

                  (g) upon the occurrence and during the continuance of any
         Default, upon request of the Collateral Agent, promptly notify (and
         Brooke Holding hereby authorizes the Collateral Agent so to notify)
         each account debtor in respect of any Accounts or Instruments that such
         Collateral has been assigned to the Collateral Agent hereunder, and
         that any payments due or to become due in respect of such Collateral
         are to be made directly to the Securities Account.

                  4.02. OTHER FINANCING STATEMENTS AND LIENS. Without the prior
written consent of the Collateral Agent, Brooke Holding shall not file or suffer
to be on file, or authorize or permit to be filed or to be on file, in any



                                      -12-
<PAGE>   13

jurisdiction, any financing statement or like instrument with respect to the
Collateral in which the Collateral Agent is not named as the sole secured party.

                  4.03. PRESERVATION OF RIGHTS. The Collateral Agent shall not
be required to take steps necessary to preserve any rights against third parties
to any of the Collateral.

                  4.04. SPECIAL PROVISIONS RELATING TO STOCK COLLATERAL.

                  (a) So long as no Event of Default shall have occurred and be
         continuing, Brooke Holding shall have the right to exercise all voting,
         consensual and other powers of ownership pertaining to the Stock
         Collateral for all purposes not inconsistent with the terms of this
         Agreement, the Note Purchase Agreement, the Notes or any other
         instrument or agreement referred to herein or therein, PROVIDED that
         Brooke Holding agrees that it will not vote the Stock Collateral in any
         manner that is inconsistent with the terms of any Note Document or any
         such other related instrument or agreement; and the Collateral Agent
         shall execute and deliver to Brooke Holding or cause to be executed and
         delivered to Brooke Holding all such proxies, powers of attorney,
         dividend and other orders, and all such instruments, without recourse,
         as Brooke Holding may reasonably request for the purpose of enabling
         Brooke Holding to exercise the rights and powers that it is entitled to
         exercise pursuant to this Section 4.04(a).

                  (b) If any Account Notice Event shall have occurred, then so
         long as such Account Notice Event shall continue, and whether or not
         the Collateral Agent exercises any available right to declare any
         Secured Obligation due and payable or seeks or pursues any other relief
         or remedy available to it under applicable law or under this Agreement,
         the Note Purchase Agreement, the Notes or any other agreement relating
         to such Secured Obligation, to the extent not already delivered
         pursuant to Section 4.01, all dividends and other distributions on the
         Stock Collateral shall be paid directly to the Collateral Agent and
         deposited by it into the Securities Account, subject to the terms of
         this Agreement, and, if the Collateral Agent shall so request in
         writing, Brooke Holding agrees to execute and deliver to the Collateral
         Agent appropriate additional dividend, distribution and other orders
         and documents to that end.

                  4.05. EVENTS OF DEFAULT, ETC. Subject to the last sentence of
this Section 4.05, during the period during which (i) with respect to any cash
contained in the Brooke Holding Checking Account and all cash dividends and cash
proceeds of any of the Stock Collateral, an Account Notice Event shall have
occurred and be continuing and (ii) with respect to all other Collateral, an
Event of Default shall have occurred and be continuing:

                  (a) Brooke Holding shall, at the request of the Collateral
         Agent, assemble the Collateral owned by it at such place or places,
         reasonably convenient to both the Collateral Agent and Brooke Holding,
         designated in its request;


                                      -13-

<PAGE>   14
                  (b) the Collateral Agent may make any reasonable compromise or
         settlement deemed desirable with respect to any of the Collateral and
         may extend the time of payment, arrange for payment in installments, or
         otherwise modify the terms of, any of the Collateral;

                  (c) the Collateral Agent shall have all of the rights and
         remedies with respect to the Collateral of a secured party under the
         Uniform Commercial Code (whether or not the Uniform Commercial Code is
         in effect in the jurisdiction where the rights and remedies are
         asserted) and such additional rights and remedies to which a secured
         party is entitled under the laws in effect in any jurisdiction where
         any rights and remedies hereunder may be asserted, including, without
         limitation, the right, to the maximum extent permitted by law, to
         exercise all voting, consensual and other powers of ownership
         pertaining to the Collateral as if the Collateral Agent were the sole
         and absolute owner thereof (and Brooke Holding agrees to take all such
         action as may be appropriate to give effect to such right);

                  (d) the Collateral Agent in its discretion may, in its name or
         in the name of Brooke Holding or otherwise, demand, sue for, collect or
         receive any money or property at any time payable or receivable on
         account of or in exchange for any of the Collateral, but shall be under
         no obligation to do so; and

                  (e) the Collateral Agent may, upon ten business days' prior
         written notice to Brooke Holding of the time and place, with respect to
         the Collateral or any part thereof that shall then be or shall
         thereafter come into the possession, custody or control of the
         Collateral Agent or any of its agents, sell, lease, assign or otherwise
         dispose of all or any part of such Collateral, at such place or places
         as the Collateral Agent deems best, and for cash or for credit or for
         future delivery (without thereby assuming any credit risk), at public
         or private sale, without demand of performance or notice of intention
         to effect any such disposition or of the time or place thereof (except
         such notice as is required above or by applicable statute and cannot be
         waived), and the Collateral Agent or anyone else may be the purchaser,
         lessee, assignee or recipient of any or all of the Collateral so
         disposed of at any public sale (or, to the extent permitted by law, at
         any private sale) and thereafter hold the same absolutely, free from
         any claim or right of whatsoever kind, including any right or equity of
         redemption (statutory or otherwise), of Brooke Holding, any such
         demand, notice and right or equity being hereby expressly waived and
         released. The Collateral Agent may, without notice or publication,
         adjourn any public or private sale or cause the same to be adjourned
         from time to time by announcement at the time and place fixed for the


                                      -14-
<PAGE>   15

         sale, and such sale may be made at any time or place to which the sale
         may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section
4.05 shall be applied in accordance with Section 4.13 hereof.

                  4.06. REGISTRATION RIGHTS.

                  (a) If the Collateral Agent shall determine to exercise its
         right to sell any or all of the Stock Collateral, and if in the opinion
         of the Collateral Agent it is necessary or advisable to have the Stock
         Collateral, or that portion thereof to be sold, registered under the
         provisions of the Securities Act, Brooke Holding will cause the issuer
         thereof to (i) execute and deliver, and cause the directors and
         officers of such issuer to execute and deliver, all such instruments
         and documents, and do or cause to be done all such other acts as may
         be, in the opinion of the Collateral Agent, necessary or advisable to
         register the Stock Collateral, or that portion thereof to be sold,
         under the provisions of the Securities Act, (ii) use its best efforts
         to cause the registration statement relating thereto to become
         effective and to remain effective for a period of one year from the
         date of the first public offering of the Stock Collateral, or that
         portion thereof to be sold and (iii) make all amendments thereto and/or
         to the related prospectus which, in the opinion of the Collateral
         Agent, are necessary or advisable, all in conformity with the
         requirements of the Securities Act and the rules and regulations of the
         Securities and Exchange Commission applicable thereto. The Company
         agrees to cause such issuer to comply with the provisions of the
         securities or "Blue Sky" laws of any and all jurisdictions which the
         Collateral Agent shall designate and to make available to its security
         holders, as soon as practicable, an earnings statement (which need not
         be audited) which will satisfy the provisions of Section 11(a) of the
         Securities Act.

                  (b) The Company recognizes that the Collateral Agent may be
         unable to effect a public sale of any or all the Stock Collateral, by
         reason of certain prohibitions contained in the Securities Act and
         applicable state securities laws or otherwise, and may be compelled to
         resort to one or more private sales thereof to a restricted group of
         purchasers which will be obliged to agree, among other things, to
         acquire such securities for their own account for investment and not
         with a view to the distribution or resale thereof. The Company
         acknowledges and agrees that any such private sale may result in prices
         and other terms less favorable than if such sale were a public sale
         and, notwithstanding such circumstances, agrees that any such private
         sale shall be deemed to have been made in a commercially reasonable
         manner. The Collateral Agent shall be under no obligation to delay a
         sale of any of the Stock Collateral for the period of time necessary to
         permit the issuer thereof to register such securities for public sale
         under the Securities Act, or under applicable state securities laws,
         even if such issuer would agree to do so.



                                      -15-
<PAGE>   16

                  (c) The Company agrees to use its best efforts to do or cause
         to be done all such other acts as may be necessary to make such sale or
         sales of all or any portion of the Stock Collateral pursuant to this
         Section 4.06 valid and binding and in compliance with any and all other
         applicable law. The Company further agrees that a breach of any of the
         covenants contained in this Section 4.06 will cause irreparable injury
         to the Collateral Agent and the Holders, that the Collateral Agent and
         the Holders have no adequate remedy at law in respect of such breach
         and, as a consequence, that each and every covenant contained in this
         Section 4.06 shall be specifically enforceable against Brooke Holding,
         and Brooke Holding hereby waives and agrees not to assert any defenses
         against an action for specific performance of such covenants except for
         a defense that no Event of Default has occurred under the Note Purchase
         Agreement.

                  4.07. DEFICIENCY. If the proceeds of sale, collection or other
realization of or upon the Collateral pursuant to Sections 4.05 or 4.06 hereof
are insufficient to cover the costs and expenses of such realization and the
payment in full of the Secured Obligations, Brooke Holding shall remain liable
for any deficiency; PROVIDED, HOWEVER, that the maximum liability of Brooke
Holding hereunder shall in no event exceed the amount of Secured Obligations
which may be guaranteed by Brooke Holding under applicable laws relating to the
insolvency of debtors.

                  4.08. REMOVALS, ETC. Without at least 30 days' prior written
notice to the Collateral Agent, Brooke Holding shall not (i) maintain any of its
books and records with respect to the Collateral at any office or maintain its
principal place of business at any place, or permit any Inventory or Equipment
to be located anywhere, other than at the address indicated beneath the
signature of the Company to the Note Purchase Agreement or at one of the
locations identified in Annex 3 hereto or in transit from one of such locations
to another, (ii) change its name, or the name under which it does business,
identity or corporate structure to such an extent that any financing statement
filed in connection with this Agreement would become misleading and (iii) change
its jurisdiction of organization or the location of its chief executive office
or sole place of business from that identified in Annex 3.

                  4.09. MAINTENANCE OF INSURANCE.

                  (a) At any time Brooke Holding holds Material amounts of
         Inventory and Equipment, Brooke Holding shall maintain, with
         financially sound and reputable companies, insurance policies (i)
         insuring the Inventory and Equipment (including Motor Vehicles) against
         loss by fire, explosion, theft and such other casualties as may be
         reasonably satisfactory to the Required Holders and (ii) insuring
         Brooke Holding, the Collateral Agent and the Holders against liability
         for personal injury and property damage relating to such Inventory and
         Equipment (including Motor Vehicles), such policies to be in such form
         and amounts and having such coverage as may be reasonably satisfactory
         to the Collateral Agent and the Required Holders.



                                      -16-
<PAGE>   17


                  (b) All such insurance shall (i) provide that no cancellation,
         material reduction in amount or material change in coverage thereof
         shall be effective until at least 30 days after receipt by the
         Collateral Agent of written notice thereof, (ii) name the Collateral
         Agent as insured party or loss payee, (iii) if reasonably requested by
         the Collateral Agent, include a breach of warranty clause and (iv) be
         reasonably satisfactory in all other respects to the Collateral Agent.

                  (c) Brooke Holding shall deliver to the Collateral Agent and
         the Holders a report of a reputable insurance broker with respect to
         such insurance substantially concurrently with each delivery of Brooke
         Holding's audited annual financial statements and such supplemental
         reports with respect thereto as the Collateral Agent may from time to
         time reasonably request.

                  4.10. PAYMENT OF OBLIGATIONS. Brooke Holding shall pay and
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all taxes, assessments and governmental charges
or levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings,
reserves in conformity with GAAP with respect thereto have been provided on the
books of Brooke Holding and such proceedings could not reasonably be expected to
result in the sale, forfeiture or loss of any material portion of the Stock
Collateral or any interest therein. In its reasonable discretion, the Collateral
Agent may discharge taxes and other encumbrances at any time levied or placed on
any of the Collateral, make repairs thereto and pay any necessary filing fees.
Brooke Holding agrees to reimburse the Collateral Agent on demand for any and
all expenditures so made. The Collateral Agent shall have no obligation to
Brooke Holding to make any such expenditures, nor shall the making thereof
relieve Brooke Holding of any default.

         Notwithstanding anything to the contrary contained herein, Brooke
Holding shall remain liable under each contract or agreement comprised in the
Collateral to be observed or performed by Brooke Holding thereunder. The
Collateral Agent shall not have any obligation or liability under any such
contract or agreement by reason of or arising out of this Agreement or the
receipt by the Collateral Agent of any payment relating to any of the
Collateral, nor shall the Collateral Agent be obligated in any manner to perform
any of the obligations of Brooke Holding under or pursuant to any such contract
or agreement, to make inquiry as to the nature or sufficiency of any payment
received by the Collateral Agent in respect of the Collateral or as to the
sufficiency of any performance by any party under any such contract or
agreement, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to the Collateral Agent or to which the Collateral Agent may be
entitled at any time or times. The Collateral Agent's sole duty with respect to
the custody, safe keeping, and physical preservation of the Collateral in its
possession, under the Uniform Commercial Code of the applicable jurisdiction or
otherwise, shall be to deal with such Collateral in the same manner as the



                                      -17-
<PAGE>   18

Collateral Agent deals with similar property for its own account.

                  4.11. NOTICES. Brooke Holding shall advise the Collateral
Agent and the Holders promptly, in reasonable detail, of:

                  (a) any Lien (other than security interests created hereby or
         Liens permitted under the Note Purchase Agreement) on any of the
         Collateral which would adversely affect the ability of the Collateral
         Agent to exercise any of its remedies hereunder; and

                  (b) of the occurrence of any other event which could
         reasonably be expected to have a material adverse effect on the
         aggregate value of the Collateral or on the security interests created
         hereby.

                  4.12. PRIVATE SALE. The Collateral Agent shall incur no
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 4.05 or 4.06 hereof conducted in a commercially
reasonable manner. Brooke Holding hereby waives any claims against the
Collateral Agent arising by reason of the fact that the price at which the
Collateral may have been sold at such a private sale was less than the price
that might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Collateral Agent accepts the
first offer received and does not offer the Collateral to more than one offeree.

                  4.13. APPLICATION OF PROCEEDS. Except as otherwise herein
expressly provided, the proceeds of any collection, sale or other realization of
all or any part of the Collateral pursuant hereto, and any other cash at the
time held by the Collateral Agent shall be applied by the Collateral Agent:

                  FIRST, to the payment of the costs and expenses of such
         collection, sale or other realization, including reasonable
         out-of-pocket costs and expenses of the Collateral Agent and the fees
         and expenses of its agents and counsel and other professional advisors,
         and all expenses incurred and advances made by the Collateral Agent in
         connection therewith;

                  NEXT, to the payment in full of the Secured Obligations; and

                  FINALLY, to the payment to Brooke Holding, or its successors
         or assigns, or as a court of competent jurisdiction may direct, of any
         surplus then remaining.

         As used in this Section 4, "PROCEEDS" of Collateral shall mean cash,
securities and other property realized in respect of, and distributions in kind
of, Collateral, including any thereof received under any reorganization,
liquidation or adjustment of debt of Brooke Holding or any issuer of or obligor
on any of the Collateral.

                  4.14. ATTORNEY-IN-FACT. Without limiting any rights or powers
granted by this Agreement to the Collateral Agent while no Event of Default has
occurred and is continuing, upon the occurrence and during the continuance of
any Event of Default the Collateral Agent is hereby appointed the
attorney-in-fact of Brooke Holding for the purpose of carrying out the


                                      -18-
<PAGE>   19

provisions of this Section 4 and taking any action and executing any instruments
that the Collateral Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, so
long as the Collateral Agent shall be entitled under this Section 4 to make
collections in respect of the Collateral, the Collateral Agent shall have the
right and power to receive, endorse and collect all checks made payable to the
order of Brooke Holding representing any dividend, payment or other distribution
in respect of the Collateral or any part thereof and to give full discharge for
the same.

                  4.15. TERMINATION. When all Secured Obligations shall have
been paid in full, this Agreement shall terminate, and the Collateral Agent
shall forthwith cause to be assigned, transferred and delivered, against receipt
but without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order of Brooke
Holding. The Collateral Agent shall also execute and deliver to Brooke Holding
upon such termination such Uniform Commercial Code termination statements,
certificates for terminating the Liens on the Motor Vehicles and such other
documentation as shall be reasonably requested by Brooke Holding to effect the
termination and release of the Liens on the Collateral.

                  4.16. FURTHER ASSURANCES. Brooke Holding agrees that, from
time to time it will execute and deliver such further documents and do such
other acts and things as may be necessary or appropriate or as the Collateral
Agent may reasonably request in order fully to effect the purposes of this
Agreement.

                  4.17. RELEASE OF MOTOR VEHICLES. So long as no Default shall
have occurred and be continuing, upon the request of Brooke Holding, the
Collateral Agent shall execute and deliver to Brooke Holding such instruments as
Brooke Holding shall reasonably request to remove the notation of the Collateral
Agent as lienholder on any certificate of title for any Motor Vehicle; PROVIDED
that any such instruments shall be delivered, and the release effective only
upon receipt by the Collateral Agent of a certificate from Brooke Holding
stating that the Motor Vehicle the lien on which is to be released is to be sold
or has suffered a casualty loss (with title thereto passing to the casualty
insurance company therefor in settlement of the claim for such loss).

                  4.18. INDEBTEDNESS. Brooke Holding shall not incur any
Indebtedness.

                  4.19. RECEIPT OF CASH. Subject to Section 8.21(b) of the Note
Purchase Agreement, Brooke Holding shall immediately dividend or otherwise
transfer all Cash or cash equivalents it receives to the Company.

                  4.20. SALE OF LIGGETT EQUITY INTERESTS. Other than in
accordance with the Note Purchase Agreement, Brooke Holding shall not sell any
Equity Interests in Liggett.



                                      -19-
<PAGE>   20

                  4.21. WAIVER OF SURETYSHIP DEFENSES. To the extent this
Agreement is deemed a guarantee, the liability of Brooke Holding hereunder shall
be absolute, unconditional and irrevocable irrespective of, and without being
lessened or limited by:

                  (a) the occurrence of any Event of Default under, or any lack
         of validity, legality or enforceability of any provision of any Note
         Document, or any other agreement or document;

                  (b) the failure of any Holder:

                           (i) to assert any claim or demand or to enforce any
                  right or remedy against the Company or any other Person
                  (including any other guarantor of the Secured Obligations)
                  under the provisions of any Note Document, or otherwise, or

                           (ii) to exercise any right or remedy against any
                  other guarantor of or other Person pledging collateral
                  securing any of the Secured Obligations;

                  (c) any change in the time, manner or place of payment of, or
         in any term of, all or any of the Secured Obligations, or any other
         extension, compromise, indulgence or renewal of any Secured Obligation;

                  (d) any reduction, limitation, variation, impairment,
         discontinuance or termination of the Secured Obligations for any reason
         (other than by reason of any payment which is not required to be
         rescinded), including any claim of waiver, release, discharge,
         surrender, alteration or compromise, and shall not be subject to (and
         Brooke Holding hereby waives any right to or claim of) any defense or
         setoff, counterclaim, recoupment or termination whatsoever by reason of
         the invalidity, illegality, nongenuineness, irregularity, compromise,
         unenforceability of, or any other event or occurrence affecting, the
         Secured Obligations or otherwise (other than by reason of any payment
         which is not required to be rescinded);

                  (e) any amendment to, rescission, waiver or other modification
         of, or any consent to any departure from, any of the terms of the
         Secured Obligations or any guarantees or security;

                  (f) any addition, exchange, release, discharge, realization or
         non-perfection of any collateral security in respect of the Secured
         Obligations;

                  (g) any amendment to, rescission, waiver or other modification
         of, or release or addition of, or consent to any departure from, any
         other guarantee held by the Holders as security for any of the Secured
         Obligations;



                                      -20-
<PAGE>   21

                  (h) the loss of or in respect of or the unenforceability of
         any other guarantee or other security which the Holders may now or
         hereafter hold in respect of the Secured Obligations, whether
         occasioned by the fault of the Holders or otherwise;

                  (i) any change in the name of Brooke Holding or in the
         constitutive documents, capital structure, capacity or constitution of
         the Company, the bankruptcy or insolvency of the Company, the sale of
         any or all of the Company's business or assets or Brooke Holding being
         consolidated, merged or amalgamated with any other Person;

                  (j) any failure on the part of Brooke Holding or any other
         Person to perform or comply with any term of the Note Purchase
         Agreement, the Notes, any of the Secured Obligations or any other
         agreement or document;

                  (k) any suit or other action brought by any beneficiaries or
         creditors of, or by, Brooke Holding or any other Person for any reason
         whatsoever, including without limitation any suit or action in any way
         attacking or involving any issue, matter or thing in respect of any
         Note Document, any of the Secured Obligations or any other agreement or
         document;

                  (l) any lack or limitation of status or of power, incapacity
         or disability of the Company or any trustee or agent thereof; or

                  (m) any other circumstance (other than final and indefeasible
         payment in full) which might otherwise constitute a defense available
         to, or a legal or equitable discharge of, the Company, NV Holdings, or
         Vector or any other surety or guarantor.

                  4.22. RELEASE OF COLLATERAL. The security interest in any
Collateral shall automatically and without any action by the Collateral Agent or
the Holders be released upon any sale of such Collateral by Brooke Holding
pursuant to the terms of the Note Purchase Agreement and this Agreement.

                  Section 5. MISCELLANEOUS.

                  5.01. NO WAIVER. No failure on the part of the Collateral
Agent to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Collateral Agent of any
right, power or remedy hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The remedies herein are
cumulative and are not exclusive of any remedies provided by law.

                  5.02. NOTICES. All notices, requests, consents and demands
hereunder shall be in writing and telecopied or delivered to the intended
recipient at its "Address for Notices" specified pursuant to Section 19 of the
Note Purchase Agreement (or, in the case of Brooke Holding, at the address


                                      -21-
<PAGE>   22

specified therein for the Company) and shall be deemed to have been given at the
times specified in said Section 19.

                  5.03. AMENDMENTS, ETC. The terms of this Agreement may be
waived, altered or amended only by an instrument in writing duly executed by
Brooke Holding and the Collateral Agent in accordance with Section 18 of the
Note Purchase Agreement. Any such amendment or waiver shall be binding upon the
Collateral Agent, each holder of any of the Secured Obligations and Brooke
Holding.

                  5.04. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of Brooke
Holding, the Collateral Agent and each holder of any of the Secured Obligations
(PROVIDED, however, that Brooke Holding shall not assign or transfer its rights
hereunder without the prior written consent of the Collateral Agent).

                  5.05. CAPTIONS. The captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.

                  5.06. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and either of the parties hereto may execute this Agreement by
signing any such counterpart. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

                  5.07. GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law
of such State that would require the application of the laws of a jurisdiction
other than such State.

                  5.08. AGENTS AND ATTORNEYS-IN-FACT. The Collateral Agent may
employ agents and attorneys-in-fact in connection herewith and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

                  5.09. SEVERABILITY. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Collateral Agent
in order to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.

                  5.10. ENVIRONMENTAL INDEMNIFICATION OF COLLATERAL AGENT AND
HOLDERS. Brooke Holding hereby agrees to indemnify the Collateral Agent and the
Holders from, and hold the Collateral Agent and the Holders harmless against,
any losses, liabilities, claims, damages or expenses arising under any
Environmental Law as a result of the past, present or future operations of



                                      -22-
<PAGE>   23

Brooke Holding or any of its Subsidiaries following the exercise by the
Collateral Agent of any of its rights and remedies under this Agreement.

                  5.11. INTEGRATION. This Agreement and the other Note Documents
represent the agreement of Brooke Holding, the Collateral Agent and the Holders
with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Collateral Agent or
any Holder relative to subject matter hereof and thereof not expressly set forth
or referred to herein or in the other Note Documents.

                  5.12. ACKNOWLEDGEMENTS. Brooke Holding hereby acknowledges
that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Note Documents
         to which it is a party;

                  (b) neither the Collateral Agent nor any Holder has any
         fiduciary relationship with or duty to Brooke Holding arising out of or
         in connection with this Agreement or any of the other Note Documents,
         and the relationship between Brooke Holding, on the one hand, and the
         Collateral Agent and Holders, on the other hand, in connection herewith
         or therewith is solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Note
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Holders or among Brooke Holding and the
         Holders.

                  5.13. ADDITIONAL SUBSIDIARIES. Brooke Holding shall cause each
new Subsidiary of Brooke Holding to execute and deliver an acknowledgment and
undertaking substantially in the form of the acknowledgments and undertakings
attached hereto and to do such other acts and things as the Collateral Agent may
reasonably request in order fully to effect the purposes of this Agreement.



                                      -23-
<PAGE>   24

         IN WITNESS WHEREOF, the parties hereto have caused this Pledge and
Security Agreement to be duly executed and delivered as of the day and year
first above written.

                                    BROOKE GROUP HOLDING INC.



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

                                    UNITED STATES TRUST COMPANY OF NEW YORK,
                                    as Collateral Agent

                                    By:   /s/ PATRICIA GALLAGHER
                                          -------------------------------------
                                          Name:     Patricia Gallagher
                                          Title:    Assistant Vice President



                                      -24-
<PAGE>   25



                         ACKNOWLEDGMENT AND UNDERTAKING


         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Liggett Group, Inc. a Delaware corporation
("LIGGETT") hereby acknowledges receipt of a copy of the foregoing Pledge and
Security Agreement dated as of May 14, 2001 and agrees as follows (with
capitalized terms used and not otherwise defined below that are defined in such
Pledge and Security Agreement having the meanings ascribed to such terms
therein):

         1. Liggett will promptly note on its books the security interests
granted under such Pledge and Security Agreement in the applicable Pledged
Stock.

         2. Liggett hereby waives any rights or requirement at any time
hereafter to receive a copy of such Pledge and Security Agreement in connection
with the registration of any Stock Collateral in the name of the Collateral
Agent or its nominee or the exercise of voting rights by the Collateral Agent.

         3. Liggett agrees (a) to take all actions contemplated to be taken by
it under the Pledge and Security Agreement, (b) to comply with all provisions
thereof and (c) not to participate in any transaction that is inconsistent with
its obligations hereunder or thereunder.

         The undersigned hereby represents and warrants that (a) the execution,
delivery and performance of this Acknowledgment and Undertaking has been duly
authorized by all necessary action on the part of the undersigned, (b) the
undersigned has duly executed and delivered this Acknowledgment and Undertaking
and (c) this Acknowledgment and Undertaking is its legal, valid and binding
obligation, enforceable against the undersigned in accordance with its terms.
This Acknowledgment and Undertaking shall be governed by, and construed in
accordance with, the law of the State of New York.

         This Acknowledgment and Undertaking may not be terminated, revoked,
amended or otherwise modified without the prior written consent of the
Collateral Agent, which is an express third-party beneficiary hereof.

Dated:  May 14, 2001

                                            LIGGETT GROUP INC.



                                            By:  /s/ CHARLES M. KINGAN
                                                 -----------------------------
                                                 Name:  Charles M. Kingan
                                                 Title: Vice President & CFO





                                      -25-
<PAGE>   26


                                                                         ANNEX 1

                                  PLEDGED STOCK
<TABLE>
<CAPTION>

ISSUER                        CERTIFICATE NOS.           REGISTERED OWNER            NUMBER OF SHARES
------                        ----------------           ----------------            ----------------
<S>                                  <C>                 <C>                         <C>
Liggett Group, Inc.                  2                   Brooke Group Holding, Inc.  1,000 shares of common
                                                                                     stock, par value $.10
                                                                                     per share.



</TABLE>









<PAGE>   27


                                                                         ANNEX 2

                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         UNIFORM COMMERCIAL CODE FILINGS

                           Delaware Secretary of State
                           Florida Secretary of State

                          PATENT AND TRADEMARK FILINGS

                                      None.


                    ACTIONS WITH RESPECT TO STOCK COLLATERAL

Delivery to Collateral Agents of certificates representing Pledged Stock in the
State of New York along with a stock power endorsed in blank.

                                  OTHER ACTIONS


<PAGE>   28


                                                                         ANNEX 3

                             CHIEF EXECUTIVE OFFICE

                               LIST OF LOCATIONS


100 S.E. Second Street
Miami, Florida  33131


<PAGE>   29


                                                                         ANNEX 4

                              INTELLECTUAL PROPERTY

         None.


<PAGE>   30


                                                                         ANNEX 5

                                   INSTRUMENTS

None.


<PAGE>   31


                                                                         ANNEX 6

                                DEPOSIT ACCOUNTS


Account #03751459059 at Bank of America, N.A.
</TEXT>
</DOCUMENT>
