RESEARCH AGREEMENT

Exhibit 10.1



RESEARCH AGREEMENT





RESEARCH AGREEMENT dated as of June 28, 1999, at 9:00 a.m., by and between RESEARCH PARTNERS INTERNATIONAL, INC., a Delaware corporation located at One State Street Plaza, New York, New York 10004 ("RPII") and RYAN, BECK & CO., INC., a New Jersey corporation located at 220 South Orange Avenue, Livingston, NJ 07039 ("RBC").



WITNESSETH:



WHEREAS, RBC is in the securities business and provides research;



WHEREAS, RPII is a holding company engaged, through its subsidiaries, in the securities business;



WHEREAS, RPII and Southeast Research Partners, Inc. ("SERP"), a wholly-owned subsidiary of RPII, have entered into an asset purchase agreement with RBC, dated the date hereof ("Asset Purchase Agreement"), pursuant to which RPII and SERP are selling certain of SERP's assets to RBC;



WHEREAS, RPII desires to purchase research from RBC and RBC agrees to sell its research to RPII on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the mutual representations, warranties, agreements and covenants hereinafter set forth, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



1. Obligation to Provide Research. During the term of this Agreement, RBC agrees to provide RPII and its subsidiaries with its securities research, including daily, weekly and special topic reports and all notes thereto and updates thereon (collectively, "Research"). RBC covenants that the Research to be provided shall be substantially the same as the type of research which RBC and SERP currently provide. Notwithstanding the foregoing, (i) RBC is not required to provide research with respect to any of the Excluded Companies (as defined below); (ii) RBC may discontinue covering any particular company or securities; and (iii) from time to time RBC may change the format and structure of the Research provided. Research may be provided under the name "Southeast Research Partners" or "Ryan, Beck & Co." or any derivation thereof.











1.1 Use of Research by RPII; Non-Use by RBC.



1.1.1 RBC agrees that it shall provide the Research to (a) RPII and its subsidiaries (the "RPII Entities") and (b) Early Bird Investor AG, a Swiss public company, E B Investor (Jersey) Limited, a company established under the laws of Jersey, Channel Islands and A&A Investment Management AG (previously known as GKN Asset Management AG), a company established under Swiss law (collectively the "Early Bird Entities"). The RPII Entities and the Early Bird Entities shall have unrestricted access to the Research for their own use and the RPII Entities (but not the Early Bird Entities) may, at no charge to the customers, provide the Research to their customers (including Internet customers). Neither the RPII Entities or the Early Bird Entities shall be authorized to resell or provide the Research to any other person.



1.1.2 RBC shall retain the right to resell and provide the Research to its retail and institutional clients and to resell the Research to third parties; provided, however, that until the one-year anniversary of the date hereof, RBC shall not sell or provide, or agree to sell or provide, for cash or other consideration or for no consideration, the SERP Research to any broker dealer with its principal office located in Florida or New York State or to any entity (excluding FirstCall or Multex) who offers the Research to its customers through the Internet. Notwithstanding the foregoing, RBC can provide the Research to BankAtlantic Bancorp, Inc. and any affiliate thereof (regardless of their locations), but RBC covenants that BankAtlantic Bancorp., Inc. and its affiliates shall continue to be bound by the restriction contained in this paragraph. An affiliate of BankAtlantic Bancorp, Inc. shall mean any entity of which BankAtlantic Bancorp, Inc. owns at least 25% of its outstanding capital stock. SERP Research means research provided by the Key Employees (as defined in the Asset Purchase Agreement) directly or indirectly as employees of RBC.



1.2 Source of Research May Be Disclosed. The RPII Entities and the Early Bird Entities will disclose that RBC/SERP is the source of the Research. In addition, the provision of RBC/SERP's Research may be referenced in the context of mentioning the performance results of Early Bird Investor AG and E B Investor (Jersey) Limited.



1.3 Delivery of Research. RBC agrees to provide the Research to the RPII Entities on ...