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                                                               BGL      
                                                               EXHIBIT 10(d)


                          EXPENSE SHARING AGREEMENT





               THIS AGREEMENT, is made and entered into as of January 18, 1995 
           (the "Agreement"), by and between Brooke Group Ltd., a Delaware 
           corporation ("Brooke") and New Valley Corporation, a New York
           corporation ("New Valley") (collectively, the "Parties").


                              R E C I T A L S :



               WHEREAS, Brooke is the sublessee of 12,356 square feet of 
           office space, on the 32nd floor in the office building now known as 
           International Place, located at 100 S.E. 2nd Street, Miami, Florida 
           (the "Premises"), pursuant to that certain Sublease dated July
           27, 1992 (the "Sublease") by and between Brooke and Carnival Cruise 
           Lines, Inc. (the "Sublessor"); and

               WHEREAS, the Sublease expires on February 28, 1999 (the 
           "Expiration Date") and provides, among other things, for the payment 
           of rent by Brooke, to Sublessor, in the amount of $21,716.91 per
           month (the "Rent") (escalating over the duration of the Sublease); 
           and

               WHEREAS, the Sublease also requires a security deposit of 
           $492,000.00 (the "Security Deposit"), which amount has been paid by 
           Brooke and is currently held in an interest bearing escrow
           account by Sublessor (the "Security Deposit Account"); and

               WHEREAS, Brooke, in connection with its use and occupancy of 
           the Premises, incurs ordinary and customary expenses, including but 
           not limited to expenses for, office supplies and equipment,
           telephone, maintenance, insurance and taxes (collectively,
           the "Operating Expenses"); and

               WHEREAS, Brooke, in connection with the operation of its 
           business and affairs, employs an in-house legal staff and various 
           other support personnel (the "Personnel") which Personnel spend
           approximately fifty percent (50%) of their working day on New 
           Valley matters; and

               WHEREAS, New Valley has relocated its principal offices to the 
           Premises, effective January 18, 1995, and in order to achieve 
           certain economies, desires to share in and reimburse Brooke for,
           the Rent, Operating Expenses and utilization of Personnel.





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               NOW THEREFORE, the Parties hereto, for good and adequate 
           consideration, agree as follows:


                1.   The Parties shall equally divide all Rent and Operating 
           Expenses from the date of this Agreement through the Expiration Date.

                2.   New Valley shall, via wire transfer, reimburse Brooke for 
           $263,369.40, which sum represents fifty percent (50%) of the 
           Security Deposit, with accrued interest, through May 26, 1995.
           From the date hereof, the Parties shall jointly own all proceeds in 
           the Security Deposit Account and shall share in all distributions, 
           if any, equally.

                3.   Brooke shall be responsible for payment, on a current 
           basis, of one hundred percent (100%) of the Rent, Personnel and 
           monthly Operating Expenses.

                4.   New Valley shall reimburse Brooke for fifty percent (50%) 
           of the cost of the Rent, Personnel and monthly Operating Expenses, 
           within one (1) day of invoice by Brooke.

                5.   Brooke shall reimburse New Valley for twenty-five percent 
           (25%) of salaries, wages and benefits of certain New Valley 
           officers and employees performing services for Brooke, which 
           percentage represents the estimate of time spent by New Valley
           personnel on Brooke matters, within one (1) day of invoice by New 
           Valley to Brooke.

                6.   New Valley has read and agrees to be bound by the terms, 
           conditions and restrictions contained in the Sublease, (including 
           those contained in the Master Lease, as defined in the and shall be 
           fully and completely responsible for any and all breaches of the 
           terms, conditions and restrictions contained therein.

                7.   Both New Valley and Brooke represent and warrant that 
           they have full authority to enter into this Agreement.

                8.   This Agreement contains the entire agreement between the 
           Parties and supersedes all previous negotiations and understandings 
           leading thereto. This Agreement may be modified only by an
           agreement, in writing, signed by both parties. This Agreement shall 
           be governed by Florida law and shall bind and inure to the benefit 
           of the parties and their respective successors and assigns.

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               IN WITNESS WHEREOF, the undersigned have, this date, set their 
           hands and seals




                                            BROOKE GROUP LTD.



                                            BY:
                                               -----------------------



                                            NEW VALLEY CORPORATION





                                            BY:
                                               -----------------------





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