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Employment Agreement [Amendment No. 3] - Ladenburg Thalmann Financial Services Inc., Ladenburg Capital Management Inc. and Vincent A. Mangone

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                           AMENDMENT TO EMPLOYMENT AGREEMENT

GBI Capital Management Corp.) and LADENBURG CAPITAL MANAGEMENT INC. (formerly
known as GBI Capital Partners Inc.) and VINCENT A. MANGONE (the "Executive")
have entered into an EMPLOYMENT AGREEMENT, dated as of August 24, 1999
("Original Agreement"), a first amendment to the Agreement dated February 8,
2001, a letter amendment dated February 8, 2001, a letter amendment dated May
7,2001, a second amendment dated August 30, 2001 (dated August 31, 2001 in the
Form 8-K/A filed on September 10, 2001 by LTFS, as hereafter defined), and a
letter amendment dated October 10, 2002 (together, the "Amended Agreement"); and

         WHEREAS the parties desire to further amend the Amended Agreement;

                  NOW THEREFORE, in consideration of the mutual promises and
agreements herein contained, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties, intending to
be legally bound, hereby agree as follows ("this Agreement"):

         1. TERM OF EMPLOYMENT. The term of the Executive's employment under
this Agreement shall be through August 31, 2004 (the "Term").

         2. DUTIES OF EMPLOYMENT. The Executive hereby agrees that he will serve
as a registered representative of Ladenburg Thalmann & Co. Inc. ("LTCI"), a
wholly owned subsidiary of Ladenburg Thalmann Financial Services Inc. ("LTFS"),
and LTCI and LTFS (sometimes, collectively, the "Company") agree to employ the
Executive, subject to regulatory requirements; Executive will not be required to
enter into any "Association Agreement"; except as may be required for
compliance, registration, or regulatory reasons, Executive will not be subject
to any attendance policy; Executive shall provide such services as may be
mutually agreed upon by LTCI or LTFS, on the one hand, and Executive, on the
other. Except as specifically provided herein, Executive shall have no duty or
obligation to provide any services hereunder. Executive shall remain as a
director of LTFS (and LTFS agrees to nominate and elect Executive to serve in
such capacity for as long as Executive wishes to serve; otherwise, effective as


of the close of business on December 31, 2003, Executive hereby resigns as an
officer of LTFS and resigns as an officer and director of all affiliates and
subsidiaries of LTFS. The Executive will execute such other documents relative
to such resignations as may be requested by LTFS and its affiliates and


                           3.1 SALARY. Effective as of January 1, 2004, the full
                  base compensation for all services to be rendered by the
                  Executive hereunder (including Executive's service as a LTFS
                  director) that LTCI shall pay to the Executive (or to another
                  company, employee , or other person or entity designated by
                  Executive from time to time)shall be amended to a base salary
                  (gross pretax) at a monthly rate of $3,750.00, in accordance
                  with usual payroll practices for executives. The monthly base
                  salary set forth in this Section 3.1 shall hereinafter be
                  referred to as the "Base Salary." LTCI shall withhold or cause
                  to be withheld from the Base Salary (and other amounts
                  hereunder) all taxes and other amounts as are required by law
                  to be withheld.

                           3.2 INCENTIVE AND BONUS PLANS. Effective as of
                  January 1, 2004, the percentage of Total Revenue that the
                  Executive shall be entitled to receive under the Incentive
                  Plan shall be amended to 0.25335 per cent. The Company's
                  obligation to compensate the Executive for the Executive's
                  participation in the Bonus Plan shall continue for the balance
                  of the Term, and payment thereunder shall continue in accord
                  with past practice notwithstanding that actual payment is not
                  effected until after the expiration of the Term. The Company
                  shall be obligated to pay all sums due to Executive under
                  Sections 3.1 and 3.2 hereof, which obligation shall be
                  absolute and unconditional.

                           3.3 ADDITIONAL COMPENSATION. In addition to the Base
                  Salary, the Executive will be eligible to receive additional
                  compensation as follows: (i) 50% payout on all of Executive's
                  retail brokerage production in accordance with standard LTCI
                  procedures on


                  terms no less favorable than those currently in effect as of
                  the date of this Agreement, and (ii) 15% of any pay or
                  compensation received by LTCI or any affiliate thereof as a
                  finders fee for corporate finance transactions entered into
                  within 18 months after introduction to LTCI by the Executive
                  to be paid on terms no less favorable than those currently in
                  effect as of the date of this Agreement which in no event will
                  be more than 30 days after receipt by LTCI or any such
                  affiliate, provided, however, that the finder's fee for any
                  single transaction shall be reduced by any amount that LTCI is
                  obligated to pay to another finder. The payments under (i) and
                  (ii) shall be termed "Additional Compensation." As of January
                  1, 2004, the Executive shall no longer participate in any
                  special override or other bonus program not referred to
                  specifically above; provided, however, that the Executive
                  shall continue to be paid any such benefits earned through
                  December 31, 2003 in accordance with past practices. Any
                  outstanding expenses incurred by the Executive in connection
                  with his employment that remain unpaid as of the date hereof,
                  as well as any expenses reasonably incurred by Executive in
                  carrying out his duties for the Company will be paid in
                  accordance with firm policy. Further, while he is employed at
                  LTCI, to the extent that LTFS stock options under the
                  Ladenburg Thalmann Financial Services Inc. 1999 Performance
                  Equity Plan are distributed to registered representatives
                  based on their level of commission production, the Executive
                  shall participate in such distribution based on his level of
                  commission production.

                           3.4 PARTICIPATION IN INSURANCE AND OTHER PLANS.
                  Section 5(A) of the Original Agreement, as amended in the
                  Amended Agreement, shall remain in effect. During the Term,
                  the Executive shall be promptly reimbursed for all
                  out-of-pocket expenses, including expenses for spouse and
                  children (to the extent permitted under the terms of the
                  plan), not reimbursed under the LTCI health insurance plan.


                           3.5 OFFICE. During the Term, the Executive shall be
                  provided with a semi-private office at the Company's office in
                  Melville, New York, or, if the Company moves, at such other
                  office of the Company in New York proximate to the Executive's

                           3.6 INDEMNIFICATION. Both (a) the existing
                  Indemnification Agreement entered into on February 7, 2001 in
                  favor of the Executive (copy annexed) and (b) Section 5(C) and
                  8 of the Original Agreement as amended in the Amended
                  Agreement in favor of the Executive (together, "the
                  Indemnification Agreements") shall remain in effect as joint
                  and several obligations of LTFS, LTCI and LCMI. Without
                  limiting the foregoing, simultaneously with the full execution
                  of this Agreement, LCMI shall pay the sum of $14,600.00 to
                  Esanu Katsky Korins & Siger, LLP, which shall constitute full
                  payment of all time and disbursement charges incurred by such
                  firm in connection with services rendered for the benefit of
                  the Executive in connection with the review and negotiation of
                  this Agreement through the date hereof.

                           3.7 CLAIMS. LTFS, LTCI and LCMI (in the case of LCMI,
                  based on the knowledge of Victor M. Rivas, Co-Chairman, and
                  Joseph Giovanniello, Jr., General Counsel) hereby represent to
                  Executive that none of them or any of their affiliates
                  presently is aware of facts sufficient to support a claim
                  against Executive.

                           3.8 AMENITIES. During the Term, the Executive shall
                  be provided at LTCI's expense with a desktop computer, and the
                  following market data services: Williams O'Neil Direct Access
                  ("WONDA") (one access code), E-Signal Service, Lancer
                  Analytics and Washington Service. Provision of WONDA shall
                  continue until August 31, 2006 or until the Company ceases to
                  use WONDA, whichever first occurs. LTCI shall pay Executive's
                  applicable securities registration and licensing costs.

                           3.9 STOCK OPTIONS. Notwithstanding anything to the
                  contrary set forth herein, and unless the Executive's
                  employment hereunder is terminated for cause, the Company
                  agrees to employ the Executive hereunder as a registered
                  representative of LTCI, or


                  in some other mutually agreed upon capacity, from September 1,
                  2004 through January 31, 2005 sufficient to cause all
                  unexercised options heretofore issued to the Executive to
                  fully vest in accordance with their terms. In the event that
                  any sums earned by the Executive as a result of exercising
                  stock options heretofore issued to them are to be returned or
                  recaptured by the Company pursuant to the 1999 Performance
                  Equity Plan or other plan under which such options were issued
                  for any reason other than the termination of the Executive for
                  cause, then the Company agrees to promptly pay the Executive
                  an equal amount hereunder as a complete offset such that no
                  sums need actually be paid by the Executive.

                           3.10 HEDGE FUND PAYMENT. If Ladenburg Capital Fund
                  Management Inc., the general partner of the Ladenburg Focus
                  Fund LP (the "Fund") , is paid any performance, management or
                  other fee in connection with the Fund (the "Fund Fee") during
                  or relating to the period ending December 31, 2003, the
                  Executive shall be paid a percentage of the Fund Fee within 10
                  days after the Fund's receipt thereof. Such percentage of the
                  Fund Fee shall be 20%.


                           4.1 The Executive covenants and agrees that he shall
                  treat as confidential all information and financial matters of
                  LTFS and its subsidiaries and affiliates, other than
                  information which becomes generally available to the public
                  otherwise than through disclosure by the Executive
                  (collectively "Confidential Information"), including, without
                  limitation, trade secrets, client lists, pricing policies,
                  operational methods, research projects and technical
                  processes, and that he shall not disclose, communicate or
                  divulge any Confidential Information to any person or entity
                  other than LTFS or its subsidiaries and affiliates and that he
                  shall not use any Confidential Information for the benefit of
                  any person or entity other than LTFS, its subsidiaries and
                  affiliates unless expressly authorized in writing by the
                  Board, provided, however, that the foregoing shall not


                  preclude the Executive from (a) divulging information in what
                  he reasonably and in good faith believes is in the ordinary
                  course of LTCI business or is required to be disclosed
                  pursuant to regulatory requirement to regulatory agencies or
                  otherwise required pursuant to applicable law, or (b)
                  soliciting his existing clients to go to another firm, or from
                  transacting business with his existing clients.

                           4.2 The Executive agrees that during the period he is
                  employed hereunder and for a period of one (1) year
                  thereafter, he will not, without the prior written consent of
                  the Company, directly or indirectly (including without
                  limitation by assisting any other person or entity to do so or
                  identifying for any other person or entity), solicit, entice,
                  persuade, or induce any then-current employee, director,
                  officer, associate, or substantially full-time consultant,
                  agent or independent contractor of the Company or its
                  affiliates (i) to terminate such person's employment or
                  engagement by the Company or an affiliate or (ii) to become
                  employed by any person, firm, partnership, corporation, or
                  other entity other than the Company or its affiliates.

                           4.3 The Executive agrees that during the period he is
                  employed hereunder and for a period of one (1) year
                  thereafter, he will not, without the prior written consent of
                  the Company, directly or indirectly (including without
                  limitation by assisting any other person or entity to do so or
                  identifying for any other person or entity), contact any
                  customer of LTFS or any subsidiary or affiliate for the
                  purpose of soliciting securities business, except that this
                  provision shall not preclude Executive from contacting or
                  transacting business with any of his existing clients.

                           4.4 If the Executive commits a material breach, or is
                  about to commit a material breach, of any of the provisions of
                  Sections 4.1, 4.2 or 4.3 above, the Company shall have the
                  right to have the provisions of this Agreement specifically
                  enforced by any court having equity jurisdiction without being
                  required to post bond or other security and without having to
                  prove the inadequacy of the available remedies at law (the


                  being expressly waived by the Executive hereby), it being
                  acknowledged and agreed by the Executive hereby that any such
                  breach or threatened breach will cause irreparable injury to
                  the Company and that money damages will not provide an
                  adequate remedy to the Company. In addition, the Company may
                  take all such other actions and remedies available to it under
                  the law and in equity and shall be entitled to such damages as
                  it can show it has sustained by reason of such breach.

         5. TERMINATION.

                           5.1 If the Company terminates the Executive's
                  employment hereunder for any reason, the Company shall be
                  obligated to pay to the Executive, within 30 days of such
                  termination all sums due to Executive under this Agreement to
                  the extent they have not yet been paid, without offset or
                  deduction other than required withholding amounts. If
                  Executive terminates his employment hereunder for a reason not
                  relating to the Company's breach hereof, the unpaid sums due
                  under sections 3.1, 3.2 and 3.3 will be paid within 30 days,
                  without offset or deduction other than required withholding
                  amounts; the salary to be paid under section 3.1 will continue
                  to be paid monthly, without offset or deduction other than
                  required withholding amounts; Executive shall have no
                  obligation to mitigate damages; if Executive is employed by or
                  performs any services for a competitor to LTFS or any of its
                  affiliates, Executive shall resign from the Board of LTFS.
                  Sections 7(A) and 7(E) of the Original Agreement, as amended
                  in the Amended Agreement, shall remain in effect; provided,
                  however, that the Executive's (and his dependents')
                  participation in any and all life, disability, medical and
                  dental insurance plans shall be continued, or equivalent
                  benefits provided to him or them by the Company, at no cost to
                  him or them, with medical insurance and reimbursement
                  benefits, consistent with past practices, through August 24,

                           5.2 In the event of the Executive's death during the
                  Term, this Agreement shall be terminated, except that the
                  Company shall pay to the Executive's spouse or


                  designated beneficiary, if he is survived by a spouse or
                  designated beneficiary, or if not, to his estate, for one year
                  from the date of death (which may extend beyond the Term), to
                  the extent not already paid: (1) an amount equal to the
                  Executive's Base Salary for such period; (2) the Additional
                  Compensation, if any, for such period; (3) any remaining
                  payments due under section 3.1, paid monthly; and (4) benefits
                  under sections 3.2 and 3.4.

                             5.3 For the avoidance of doubt, the following
                  provisions of this Agreement shall survive the termination of
                  this Agreement for any reason: Sections
                  3.1,3.2,3.3,3.4,3.6,3.8,3.9,3.10 and 5. In addition, LTFS
                  shall be jointly responsible for and guarantee the obligations
                  hereunder of LTCI and Ladenburg Capital Management Inc.

         6. NON-ASSIGNMENT. This Agreement and all of the Executive's rights and
obligations hereunder are personal to the Executive and shall not be assignable;
PROVIDED, HOWEVER, that upon his death all of the Executive's rights to cash
payments under this Agreement shall inure to the benefit of his widow, personal
representatives, designees or other legal representatives, as the case may be.
Any person, firm or corporation succeeding to the business of the Company by
merger, purchase, consolidation or otherwise may assume by contract or operation
of law the obligations of the Company hereunder, PROVIDED, HOWEVER, that the
Company shall, notwithstanding such assumption, remain liable and responsible
for the fulfillment of its obligations under this Agreement. This Agreement
shall be binding upon the parties, their successors, heirs, administrators and
permitted assigns.


                           7.1 NOTICES.Any notice or other communication
                  required or permitted hereunder shall be in writing and shall
                  be delivered personally, telegraphed, telexed, sent by
                  facsimile transmission or sent by certified, registered or
                  express mail, postage prepaid. Any such notice shall be deemed
                  given when so delivered personally,


                  telegraphed, telexed, or sent by facsimile transmission or, if
                  mailed, five days after the date of deposit in the United
                  States mail, as follows:

                           (i)      if to the Company, to:
                                    Ladenburg Thalmann & Co. Inc.
                                    590 Madison Avenue
                                    New York, NY  10022

                                    Attention:  Mr. Victor M. Rivas

                           (ii)     if to the Executive, to;

                                    Mr. Vincent A. Mangone
                                    143 Whitewood Drive
                                    Massapequa Drive, NY 11762

                           Any party may change its address for notice hereunder
                  by notice to the other party hereto.

                            7.2 ENTIRE AGREEMENT.This Agreement contains the
                  entire agreement between the parties with respect to the
                  subject matter hereof and supersedes all prior
                  representations, warranties and agreements, written or oral,
                  with respect thereto. All provisions of the Amended Agreement
                  are no longer in effect except for those provisions thereof
                  which are (i) specifically referenced herein, or (ii) which
                  are related to, dependent upon, or which are necessary to
                  implement, those provisions of the Amended Agreement described
                  in this Agreement. Those provisions described in (i) and (ii)
                  immediately above are hereby confirmed and shall remain in
                  full force and effect. All capitalized terms which are not
                  defined herein shall have the respective definitions ascribed
                  thereto in the Amended Agreement.

                          7.3 WAIVERS AND AGREEMENTS. This Agreement may be
                  amended, modified, superseded, canceled, renewed or extended,
                  and the terms and conditions hereof may be waived, only by a
                  written instrument signed by the parties or, in the case of a
                  waiver, by the party waiving compliance. No delay on the part
                  of any party in exercising any right, power or privilege
                  hereunder shall operate as a waiver thereof, nor


                  shall any waiver on the part of any party of any right, power
                  or privilege hereunder, nor any single or partial exercise of
                  any right, power or privilege hereunder preclude any other or
                  further exercise thereof or the exercise of any other right,
                  power or privilege hereunder.

                           7.4 GOVERNING LAW. This Agreement shall be governed
                  by and construed in accordance with the substantive laws of
                  the State of New York, without regard to its principle of
                  conflicts of law.

                           7.5 COUNTERPARTS. This Agreement may be executed in
                  counterparts, each of which shall be deemed an original but
                  both of which together shall constitute one and the same

                           7.6 HEADINGS. The headings in this Agreement are for
                  reference purposes only and shall not in any way affect the
                  meaning or interpretation of this Agreement.

         8. ARBITRATION. Section 15 of the Original Agreement, as amended in the
Amended Agreement, shall continue in effect.

         9. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


                  IN WITNESS WHEREOF, this Agreement shall become effective as
of the date that this Agreement is signed and delivered by the parties.

The Representations As to LCMI        Ladenburg Thalmann Financial Services Inc.
Set Forth In Section 3.7 Above
Are Hereby Confirmed By the

Undersigned As To Themselves

/s/ Victor M. Rivas                   By: /s/ Victor M. Rivas
----------------------------------        --------------------------------------
         Victor M. Rivas

/s/ Joseph Giovanniello, Jr.
----------------------------------    Ladenburg Thalmann & Co. Inc
     Joseph Giovanniello, Jr.

                                      By: /s/ Victor M. Rivas

                                      Ladenburg Capital Management Inc.

                                      By: /s/ Joseph Giovanniello, Jr.

                                       /s/       Vincent A. Mangone
                                                 Vincent A. Mangone