Asset Alliance Corp Sample Contracts

Asset Alliance Corp – FORM OF UNDERWRITING AGREEMENT (June 3rd, 1998)

1 EXHIBIT 1.1 7,700,000 SHARES OF COMMON STOCK ASSET ALLIANCE CORPORATION FORM OF UNDERWRITING AGREEMENT June ___, 1998 BEAR, STEARNS & CO. INC. PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Ladies and Gentlemen: Asset Alliance Corporation, a corporation organized and existing under the laws of Delaware (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 7,700,00 shares (the "Firm Shares") of its common stock, par value $.01 per share (th

Asset Alliance Corp – REGISTRATION RIGHTS AGREEMENT (May 13th, 1998)

1 Exhibit 4.16 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") made and entered into as of this ____ day of ________, l998, by and among Asset Alliance Corporation ("Parent") a Delaware corporation, and Jeffrey Schwarz, Karen Finerman, Metropolitan Capital Advisors, Inc., KJ Advisors, Inc., Metropolitan Capital III, Inc. and Jeffrey Schwarz Children's Trust (each a "Shareholder" and together, the "Shareholders"). WHEREAS, the Parent and the Shareholders are parties to the Purchase Agreement, dated as of March 24, 1998, by and among the Parent, Metropolitan Capital Advisors, L.P., Metropolitan Capital Partners II, L.P., Metropolitan Capital Partners III, L.P., the Shareholders and certain other parties as set forth therein (the "Purchase Agreement") pursuant to which the Shareholders

Asset Alliance Corp – STOCK PURCHASE AGREEMENT (May 13th, 1998)

1 EXHIBIT 2.2 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE COMMISSION. ASTERISKS (*) IDENTIFY WHERE SUCH CONFIDENTIAL INFORMATION HAS BEEN OMITTED. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. STOCK PURCHASE AGREEMENT among ASSET ALLIANCE CORPORATION, ASSET ALLIANCE HOLDING CORP. and THE SHAREHOLDERS OF MILESTONE INVESTMENT GROUP INC. ----------------------------------- Dated as of July 8, 1996 2 TABLE OF CONTENTS STOCK PURCHASE AGREEMENT.....................................................1 SUMMARY OF TRANSACTION.............

Asset Alliance Corp – AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (May 13th, 1998)

1 EXHIBIT 10.2 MILESTONE GLOBAL ADVISORS L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Milestone Global Advisors L.P. (the "Partnership") is made as of June 28, 1996, by the sole general partner Milestone Fund Manager Inc., a Delaware corporation (the "Managing General Partner"), and the sole limited partner Milestone Investment Group Inc. (formerly Wharton Investment Group Inc.) (the "Initial Managing General Partner" or the "Limited Partner"). The Managing General Partner and the Limited Partner are referred to herein as the "Partners". WHEREAS, the Partnership was originally formed between the Initial Managing General Partner and VIK X, INC. (the "Initial Limited Partner"); and WHEREAS, the Initial Limited Partner withdrew from the Partnership pursuant to the terms and conditions c

Asset Alliance Corp – AGREEMENT (May 13th, 1998)

1 EXHIBIT 10.3 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE COMMISSION. ASTERISKS (*) IDENTIFY WHERE SUCH CONFIDENTIAL INFORMATION HAS BEEN OMITTED. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. JMG CAPITAL MANAGEMENT LLC LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") is made and entered into as of the commencement of business on April 28, 1998 (the "Effective Date") by and among the Persons (as defined herein) who become signatories hereto and who are identified from time to time on Schedule A hereto as Members (as defined herein). WHEREAS, JMG Capital Management, Inc. ("JMG")and Jonathan M. Glaser have formed JMG Capital Management LLC (the "Company") as a limited liab

Asset Alliance Corp – CERTIFICATE OF INCORPORATION (May 13th, 1998)

1 EXHIBIT 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Asset Alliance Corporation (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "GCL"), does hereby certify as follows: (1) The name of the Corporation is Asset Alliance Corporation. The Corporation was originally incorporated under the name Manager Acquisition Company. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on February 9, 1996. (2) This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation (the "Board of Directors") an

Asset Alliance Corp – MERGER AGREEMENT (May 13th, 1998)

1 EXHIBIT 2.1 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE COMMISSION. ASTERISKS (*) IDENTIFY WHERE SUCH CONFIDENTIAL INFORMATION HAS BEEN OMITTED. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. ================================================================================ MERGER AGREEMENT by and among ASSET ALLIANCE CORPORATION ASSET ALLIANCE BRICOLEUR MERGER CO. INC. BRICOLEUR CAPITAL MANAGEMENT, INC. BRICOLEUR CAPITAL MANAGEMENT LLC JOHN I. BLOOMBERG ROBERT M. POOLE DANIEL P. WIMSATT STEVEN A. BRASE

Asset Alliance Corp – PURCHASE AGREEMENT (May 13th, 1998)

1 EXHIBIT 2.4 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE COMMISSION. ASTERISKS (*) IDENTIFY WHERE SUCH CONFIDENTIAL INFORMATION HAS BEEN OMITTED. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. ==================================================================== PURCHASE AGREEMENT by and among ASSET ALLIANCE CORPORATION METROPOLITAN CAPITAL ADVISORS LLC METROPOLITAN CAPITAL MANAGERS LLC METROPOLITAN CAPITAL ADVISORS, INC. KJ ADVISORS, INC. METROPOLITAN CAPITAL III, INC METROPOLITAN CAPITAL ADVISORS, L.P. METROPOLITAN CAPITAL PARTNERS II, L.P.

Asset Alliance Corp – REGISTRATION RIGHTS AGREEMENT (May 13th, 1998)

1 Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") made and entered into as of this 28th day of April, l998, by and among Asset Alliance Corporation a Delaware corporation ("Parent"), and JMG Capital Management, Inc., a California corporation, Pacific Capital Management, Inc., a Delaware corporation, Jonathan M. Glaser, Roger Richter and Daniel A. David (each a "Shareholder" and together, the "Shareholders"). WHEREAS, Parent and the Shareholders are parties to the Purchase Agreement, dated as of March 26, 1998, by and among Parent, the Shareholders and certain other parties as set forth therein (the "Purchase Agreement") pursuant to which the Shareholders will collectively receive, among other consideration, an aggregate of $29,854,477 in principal amount of convertible subordinated debentures (the "Debentures") of

Asset Alliance Corp – AGREEMENT (May 13th, 1998)

1 EXHIBIT 10.1 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE COMMISSION. ASTERISKS (*) IDENTIFY WHERE SUCH CONFIDENTIAL INFORMATION HAS BEEN OMITTED. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. BRICOLEUR CAPITAL MANAGEMENT LIMITED LIABILITY COMPANY AGREEMENT THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement" is made and entered into as of the commencement of business on February 27, 1998 (the "Effective Date") by and among the Persons who become signatories hereto and who are identified from time to time on Schedule A hereto as Members. WHEREAS, Asset Alliance Bricoleur Merger Co. Inc. ("Newco"), a Delaware corporation wholly owned by Asset Alliance Corporation ("AAC"), has formed Bricoleur Capital Management L

Asset Alliance Corp – PURCHASE AGREEMENT (May 13th, 1998)

1 EXHIBIT 2.3 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE COMMISSION. ASTERISKS (*) IDENTIFY WHERE SUCH CONFIDENTIAL INFORMATION HAS BEEN OMITTED. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. ===================================================================== PURCHASE AGREEMENT by and among ASSET ALLIANCE CORPORATION JMG CAPITAL MANAGEMENT LLC PACIFIC ASSETS MANAGEMENT LLC JMG CAPITAL MANAGEMENT, INC. PACIFIC CAPITAL MANAGEMENT, INC. JONATHAN GLASER ROGER RICHTER and DANIEL DAVID

Asset Alliance Corp – SUBSCRIPTION AGREEMENT (March 26th, 1998)

1 Exhibit 4.8 FORM OF SUBSCRIPTION AGREEMENT , 1996 Asset Alliance Corporation 800 Third Avenue 16th Floor New York, New York 10022 Gentlemen: The Undersigned hereby subscribes for and agrees to purchase the number of units (the "Units") set forth above the signature of the Undersigned at the end of this Agreement, at a price of $250,000 per Unit. Each Unit consists of (a) 87,500 shares of the Common Stock, par value $0.01 per share (the "Common Stock"), of Asset Alliance Corporation, a Delaware corporation (the "Company"), and (b) 17,500 Redeemable Common Stock Purchase Warrants, each to purchase one share of Common Stock (the "Warrants") . The Common Stock and Warrants being hereby subscribed for are hereinafter referred to collectively as the "Securities." The Company shall have the right to rej

Asset Alliance Corp – REGISTRATION RIGHTS AGREEMENT (March 26th, 1998)

1 EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") made and entered into as of this 27th day of February, l998, by and among Asset Alliance Corporation ("Parent") a Delaware corporation, and John I. Bloomberg, Robert M. Poole, Daniel P. Wimsatt and Richard Hornbuckle and Steven Brase (each a "Shareholder" and together, the "Shareholders"). WHEREAS, the Parent and the Shareholders are parties to the Merger Agreement, dated as of February 20, 1998, by and among the Parent, Asset Alliance Bricoleur Merger Co. Inc., a Delaware corporation ("Newco"), Bricoleur Capital Management LLC, a Delaware limited liability company ("LLC"), Bricoleur Capital Management, Inc., a Utah corporation (the "Company"), and the Shareholders (the "Merger Agreement") pursuant to which the Shareholders will receive, among other consideration, pro ra

Asset Alliance Corp – REDEEMABLE COMMON STOCK PURCHASE WARRANT (March 26th, 1998)

1 Exhibit 4.9 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THIS WARRANT OR ANY OF SAID SHARES MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, UNLESS THE HOLDER SHALL DELIVER TO THE ISSUER AN OPINION (IN FORM SATISFACTORY TO THE ISSUER) OF COUNSEL SATISFACTORY TO THE ISSUER THAT NO SUCH REGISTRATION IS REQUIRED. FORM OF ASSET ALLIANCE CORPORATION REDEEMABLE COMMON STOCK PURCHASE WARRANT Warrant No.______ _______ Shares

Asset Alliance Corp – EMPLOYMENT AGREEMENT (March 26th, 1998)

1 Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is dated as of March 12, 1998, and is entered into between Asset Alliance Corporation, a Delaware corporation (the "Company"), and Jeffrey John Ervine (the "Employee"). WHEREAS, the Company wishes to employ the Employee, and the Employee wishes to be employed by the Company as a key employee of the Company. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. EMPLOYMENT AND TERM. (a) The Company hereby agrees to employ the Employee to serve as the Company's Senior Vice President and Treasurer until such time as the Board of Directors of the Company (the "Board") shall determine, in connection with the

Asset Alliance Corp – SHAREHOLDERS AGREEMENT (March 26th, 1998)

1 Exhibit 4.3 SHAREHOLDERS AGREEMENT among BRUCE H. LIPNICK, ARNOLD L. MINTZ, AJG FINANCIAL SERVICES, INC. ARTHUR J. GALLAGHER & CO. and ASSET ALLIANCE CORPORATION Dated as of July 8, 1996 2 This SHAREHOLDERS' AGREEMENT, dated as of July 8, 1996, is made among BRUCE H. LIPNICK, ARNOLD L. MINTZ, AJG FINANCIAL SERVICES, INC., a Delaware corporation ("AJG"), ARTHUR J. GALLAGHER & CO., a Delaware corporation ("Parent"), and ASSET ALLIANCE CORPORATION, a Delaware corporation (the "Company"). W I T N E S S E T H WHEREAS, the parties hereto each own such number of shares (the "Shares") of Common Stock (th

Asset Alliance Corp – STANDARD FORM OF OFFICE LEASE 2/94 (March 26th, 1998)

1 Exhibit 10.9 STANDARD FORM OF OFFICE LEASE 2/94 The Real Estate Board of New York, Inc. AGREEMENT OF LEASE, made as of this 12th day of Sept, 1996, between JOSEPH P. DAY REALTY CORP., as agent, for 800 Third Avenue Associates, having an office at 9 East 40th Street, New York, New York 10016 party of the first part, hereinafter referred to as OWNER, and ASSET ALLIANCE CORPORATION, a Delaware corporation having a place of business at 90 Broad Street, New York, New York 10004 party of the second part, hereinafter referred to as TENANT, WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner a portion of the 16th Floor as shown on the attached Floor Plan in the building known as 800 Third Avenue in the Borough of Manhattan, City of New York, for

Asset Alliance Corp – EMPLOYMENT AGREEMENT (March 26th, 1998)

1 Exhibit 10.13 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated as of March 4, 1998, and is entered into between Asset Alliance Corporation, a Delaware corporation (the "Company"), and Mark P. Strauch (the "Employee"). WHEREAS, the Employee and the Company are parties to an Employment Agreement, dated as of July 8, 1996 (the "Prior Agreement"); and WHEREAS, the Employee and the Company have agreed to amend the Prior Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. EMPLOYMENT AND TERM. (a) The Employee shall continue to serve as the Company's Ch

Asset Alliance Corp – LEASE MODIFICATION AGREEMENT (March 26th, 1998)

1 Exhibit 10.10 LEASE MODIFICATION AGREEMENT AGREEMENT made this 8th day of December 1997 between JOSEPH P. DAY REALTY CORP., as agent for 800 Third Avenue Associates ("Owner"), 9 East 40th Street, New York, New York 10016 and ASSET ALLIANCE CORPORATION ("Tenant"), 800 Third Avenue, New York, New York 10022; W I T N E S S E T H : WHEREAS, the parties are Owner and Tenant respectively under lease dated September 12, 1996 (the "Lease") covering a portion of the 16th Floor (the "16th Floor Space") at 800 Third Avenue, New York, New York (the "Building"); and WHEREAS, Tenant wishes to move to larger space on another floor of the Building; NOW THEREFORE, the parties agree as follows: 1. Owner hereby leases to Tenant and Tenant hereby leases from Owner the entire 22nd Floor (the "22nd Floor Space") in the Buildin

Asset Alliance Corp – REGISTRATION RIGHTS AGREEMENT (March 26th, 1998)

1 EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 11, 1997, among Asset Alliance Corporation, a Delaware corporation ("AAC"), Silverado Capital Management LLC, a Delaware limited liability company ("Silverado"), and Jeffrey Cohen ("Cohen"). R E C I T A L S WHEREAS, pursuant to the terms of a Limited Liability Company Operating Agreement (the "Operating Agreement"), dated as of March 11, 1997 among Asset Alliance Holding Corp. ("AAHC") and Cohen, Silverado has acquired and may hereafter acquire shares of the Common Stock, par value $0.01 per share, of AAC ("AAC Common Stock") and options to purchase shares of AAC Common Stock ("Options"); and WHEREAS, pursuant to the Operating Agreement, Silverado may pay to Cohen and other employees of Silverado shares of AAC Common Stock and Option

Asset Alliance Corp – AMENDED AND RESTATED CREDIT AGREEMENT (March 26th, 1998)

1 Exhibit 4.2 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 27, 1998 AMONG ASSET ALLIANCE CORPORATION ASSET ALLIANCE HOLDING CORP. AND BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION 2 TABLE OF CONTENTS Section Page ARTICLE I DEFINITIONS....................................................................................1 1.1 Certain Defined Terms...................................................

Asset Alliance Corp – EMPLOYMENT AGREEMENT (March 26th, 1998)

1 Exhibit 10.12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated as of March 4, 1998, and is entered into between Asset Alliance Corporation, a Delaware corporation (the "Company"), and Arnold L. Mintz (the "Employee"). WHEREAS, the Employee and the Company are parties to an Employment Agreement, dated as of July 8, 1996 (the "Prior Agreement"); and WHEREAS, the Employee and the Company have agreed to amend the Prior Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. EMPLOYMENT AND TERM. (a) The Employee shall continue to serve on the Board of Dire

Asset Alliance Corp – 1996 STOCK OPTION PLAN (March 26th, 1998)

1 Exhibit 10.8 ASSET ALLIANCE CORPORATION 1996 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. This stock option plan (the "Plan") is intended to encourage ownership of the stock of Asset Alliance Corporation, a Delaware corporation (the "Company"), by employees, directors, consultants and advisors of the Company and its subsidiaries, to induce qualified personnel to enter and remain in the employ of the Company or its subsidiaries and otherwise to provide additional incentive for optionees to promote the success of the Company's business. 2. STOCK SUBJECT TO THE PLAN. (a) The Common Stock, par value $.01 per share, of the Company ("Common Stock") for which options may be granted under the Plan shall be either authorized but unissued shares or treasury shares. The number of such shares for which options may be granted under

Asset Alliance Corp – CONVERTIBLE SUBORDINATED DEBENTURE (March 26th, 1998)

1 Exhibit 4.10 ASSET ALLIANCE CORPORATION (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE) CONVERTIBLE SUBORDINATED DEBENTURE DUE JUNE 30, 2001 THE TRANSFER OF THIS DEBENTURE OR ANY INTEREST HEREIN IS GOVERNED BY SECTION 10.3 HEREOF. THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("THE ACT"). NO SALE, HYPOTHECATION OR TRANSFER OF THIS DEBENTURE OR ANY INTEREST HEREIN MAY BE MADE UNLESS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) THE COMPANY HAS RECEIVED AN OPINION SATISFACTORY TO IT FROM COUNSEL TO THE HOLDER HEREOF THAT SUCH DISPOSITION MAY BE MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. ------------------------------ Asset Alliance Corporation., a corporation duly organized and existing under th

Asset Alliance Corp – RIGHTS AGREEMENT (March 26th, 1998)

1 Exhibit 4.5 REGISTRATION AND TAG ALONG RIGHTS AGREEMENT REGISTRATION AND TAG ALONG RIGHTS AGREEMENT, dated as of October 1, 1996, among, Asset Alliance Corporation, a Delaware corporation ("AAC"), Trust Advisory Group, Inc., a Connecticut corporation ("TAG"), and Arnold L. Mintz and Bruce A. Lipnick (together, the "Principals" and each a "Principal"), pursuant to the Purchase Agreement (as defined below). R E C I T A L S WHEREAS, TAG has, pursuant to the terms of a Preferred Interest Purchase Agreement (the "Purchase Agreement"), dated as of September 30, 1996 among AAC, Asset Alliance Holding Corp., and TAG, Trust Advisors LLC, and Mark R. Tonucci and Michael E. Portnoy (together, the "TAG Stockholders"), may acquire shares of the Common Stock, par value $0.01 per share, of AAC ("AAC Common Stock");

Asset Alliance Corp – EMPLOYMENT AGREEMENT (March 26th, 1998)

1 Exhibit 10.14 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated as of March 4, 1998, and is entered into between Asset Alliance Corporation, a Delaware corporation (the "Company"), and David R. Long (the "Employee"). WHEREAS, the Employee and the Company are parties to an Employment Agreement, dated as of July 8, 1996 (the "Prior Agreement"); and WHEREAS, the Employee and the Company have agreed to amend the Prior Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. EMPLOYMENT AND TERM. (a) The Employee shall continue to serve as the Company's Seni

Asset Alliance Corp – EMPLOYMENT AGREEMENT (March 26th, 1998)

1 Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated as of March 4, 1998, and is entered into between Asset Alliance Corporation, a Delaware corporation (the "Company"), and Bruce H. Lipnick (the "Employee"). WHEREAS, the Employee and the Company are parties to an Employment Agreement, dated as of July 8, 1996 (the "Prior Agreement"); and WHEREAS, the Employee and the Company have agreed to amend the Prior Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. EMPLOYMENT AND TERM. (a) The Employee shall continue to serve on the Board of Dir