SECOND AMENDMENT TO THE

                                                                    EXHIBIT 10.5

                                SECOND AMENDMENT

                                     TO THE

                              EMPLOYMENT AGREEMENT

         WHEREAS, LADENBURG XXXXXXXX FINANCIAL SERVICES INC. (f/k/a GBI Capital
Management Corp.) (the "Parent"), a Florida corporation, GBI CAPITAL PARTNERS
INC. (formerly known as Xxxxxx, Xxxxxxx Inc.) (the "Company"), a New York
corporation and wholly-owned subsidiary of the Parent, and XXXXXX XXXXXXX (the
"Executive") have entered into an employment agreement (the "Agreement"), dated
August 24, 1999, a first amendment to the Agreement (the "First Amendment"),
dated as of February 8, 2001, and a letter amendment (the "Letter Amendment,"
and together with the Agreement and First Amendment, the "Amended Agreement"),
dated as of February 8, 2001;

         WHEREAS, the Company and the Executive desire to amend the Amended
Agreement;

         WHEREAS, Section 13 of the Agreement provides that no modification of
or addition to the Agreement or waiver or cancellation of any provision therein
shall be valid except by a signed writing;

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

         1.       Effective August 1, 2001, the Executive's annual salary, as
                  set forth in Section 3 of the First Amendment, is hereby
                  amended to One Hundred Fifty Thousand Dollars ($150,000).

         2.       Except as otherwise amended as hereinabove provided, the
                  Amended Agreement shall remain in full force and effect.



         IN WITNESS WHEREOF, the parties have duly executed this Second
Amendment to the Amended Agreement as of August 31, 2001.

LADENBURG XXXXXXXX FINANCIAL SERVICES INC.  GBI CAPITAL PARTNERS INC.


  /s/ Xxxxxx X. Xxxxx                           /s/ Xxxxxxx Xxxxxxxxxx
By: _____________________________________   By:  _______________________________
     Name:  Xxxxxx X. Xxxxx                      Name:    Xxxxxxx Xxxxxxxxxx
     Title: CEO                                  Title:   President & CEO



/s/ Xxxxxx Xxxxxxx
___________________________
XXXXXX XXXXXXX,
EXECUTIVE