Exhibit
10.19 EMPLOYMENT
AGREEMENT  EMPLOYMENT
AGREEMENT (Agreement) entered into and effective as
of the 1st day of September, 1999, by and between SOMERSET  MARINE, INC.(Employer),
a New York corporation with its principal place of business in New York, New
York and Richard Scott Eisdorfer (the Executive). RECITALS WHEREAS, Employer
desires to retain and employ the services of Executive as Vice President of Employer; and WHEREAS,
the parties hereto wish to provide herein for the terms and conditions of
Executives employment and to secure for Employer the benefits of Executives
contributions by reason of Executives experience, skills and knowledge
pertaining to Employers business, in exchange for Executive making a long term
commitment to Employer. NOW,
THEREFORE, in consideration of the mutual covenants
and agreements contained herein, Employer and Executive agree as follows: SECTION 1.  EMPLOYMENT. (a)Position.  Employer hereby employs Executive and Executive hereby accepts
such employment for the provision of executive services on behalf of Employer
as Vice President. Executive agrees to serve in such capacity with the duties
set forth in Section 1(b) for a term beginning on September 1, 1999, and ending
on December 31, 2001, unless renewed pursuant to Section 1(c) hereof, or
terminated pursuant to Section 5. (b)Duties.  Executives duties and responsibilities shall be those consistent
with and appropriate to the position of Vice President, as may be established
and directed from time to time, by the Board of Directors.  Executive shall devote his full time and
attention to his duties and responsibilities as Vice President, which he will
carry out to the best of his abilities. 
Executive shall treat his position with Employer as his exclusive
occupation and employment, refraining from engaging in all other active
business activities, except as may be approved by Employers Board of
Directors. (c)This Agreement may be renewed by the
Employer by sending notice to Executive at least 180 days prior to the end of
the term set forth in Section 1(a), and the Executive delivering written
acceptance to Employer within 10 days of receipt of such notice.  1 
   SECTION 2. 
COMPENSATION. (a)Allocation of Base Annual Salary.  Employer shall pay to Executive during the
term of this Agreement a base annual salary of no less than $150,000.  Such base annual salary may be changed upon
annual review by the Board of Directors or its Compensation Committee.  Such annual review shall occur prior to the
end of February each year beginning in the year 2000 for the express purpose of
considering increments.  All
compensation payments shall be paid in accordance with Employers regular
payroll schedule and practice, and shall be subject to all applicable
withholding. (b)Bonuses.  Executive shall be eligible to participate in and receive
periodic bonuses under Employers current Bonus Payment Plan.  In addition, Employer, in its sole
discretion, may elect to pay to Executive such periodic bonuses as it deems
appropriate. (c)Business Expenses.  Upon presentation of appropriate
documentation, Employer shall reimburse Executive for expenses reasonably
incurred in the course of his employment, in accordance with policies
established by Employer. SECTION
3.  BENEFITS In addition to the compensation specified in Section 2, Employer shall
provide Executive with the following fringe benefits: (a)Executive Benefits.  In addition to any other benefits provided
in this Section 3, Executive shall be entitled to those fringe benefits to
which all other employees of Employer are entitled during employment.  Nothing in this Agreement shall require the
Employer to establish, maintain or continue any of the fringe benefits already
in existence or hereafter adopted for employees of Employer and nothing in this
Agreement shall restrict the right of the Employer to amend, modify or
terminate such fringe benefit programs. (b)Vacation.  Executive shall be entitled to twenty (20) days of compensated
vacation time in each year of this Agreement. (c)Professional Meetings.  Executive shall be entitled to attend
professional meetings and to attend to such outside professional duties in the
insurance industry as may be appropriate and commensurate with his position
hereunder. (d)Professional Dues.  Employer agrees to pay the applicable dues
to professional associations and societies of which Executive is a member. (e)Insurance.  Employer shall provide insurance coverage (so long as all other
Employees of Employer are provided with such coverage) as follows:  2 
   1.Employer shall provide life insurance
coverage for Executive in accordance with Employers policy in an amount of
$150,000, payable to the beneficiary or beneficiaries of his choice. 2.Employer shall provide comprehensive
health, major medical and long-term disability insurance for Executive and his
family in accordance with Employers group insurance plan. 3.Employer shall provide travel accident
insurance covering Executive in accordance with Employers standard policy. SECTION
4.  CONFIDENTIALITY While employed under this Agreement or at any
time thereafter, Executive agrees that he will not, directly or indirectly
(other than in the performance of the services under this Agreement), make or cause
to be made any disclosure, copy or other use not authorized by Employer of any
confidential information pertaining to Employer or any of its affiliates
acquired during the course of his employment by Employer, unless such
information is or becomes otherwise generally available to the public.  For purposes of this Agreement, the term
confidential information means any business and financial information of any
nature not generally known to the public at large regarding the business and
operations of Employer or any of its affiliates. SECTION
5.  TERMINATION Executives employment hereunder shall
terminate as follows: (a)Termination Notice.  Either party may terminate Executives
employment, with or without cause, upon thirty (30) days written notice to the
other party.  Executive and Employer may
agree that Executive may cease work after notice has been given but before the
expiration of thirty (30) days in which case the effective date of the
termination of Executives employment shall be the date on which Executive
ceases performing duties on behalf of Employer. (b)Death or
Disability.  Executives
employment shall terminate without notice upon Executives date of death or
disability as that term is defined herein. 
For purposes of this subsection, disability shall mean a period of six
(6) consecutive months or an aggregate of eight (8) months in any twelve (12)
consecutive month period during which Executive is disabled from performing his
duties and responsibilities hereunder by reason of any illness, accident,
injury or other health or medical condition of any kind. (c)With Cause.  Employer may terminate this Agreement, without advance notice,
upon a breach by Executive, for insubordination or disloyalty, for failure to
follow the legal directives of the Board of Directors, or upon the conviction
of Executive of any felony or of  3 
   any criminal
act in the course of, or pertaining to, Executives employment hereunder.  Such termination by Employer shall
constitute a termination with cause.  (d)Change of
Control; Change of Executives Duties.  In the event of a change of control of Employer, as such term
is hereinafter defined, or a change of Executives duties as such term is
also hereinafter defined, Executive may, but shall not be required to, elect to
terminate his employment hereunder and treat the termination of such employment
as a termination by Employer without cause. 
Any such election must be made within one (1) year from the date of
occurrence of the events giving rise to either a change of control of Employer
or a change of Executives duties.  In
such event, Executive shall provide to Employer the thirty (30) day notice
referred to in subsection (a) above, indicating his election to treat such
termination of employment as a termination by Employer without cause. For purposes of this Agreement, a change of control of Employer shall
be deemed to have occurred in the event of the occurrence of any of the
following:  (i) the sale of 50% or more of the common stock, or the assets, of The
Navigators Group, Inc., to parties unaffiliated with Terence N. Deeks, in a
transaction or series of transactions occurring within a one year period; (ii) a merger of Employer with any other
entity, such that the other entity or any of its parents or affiliates have the
right to control the business operations of Employer or, as a result of such a
merger, Employer is not the surviving or continuing business entity. For purposes of this Agreement, a change of
Executives duties shall be deemed to have occurred in the event of the
Executives duties and responsibilities are materially reduced and a
significant portion of his duties and responsibilities are assigned to one or
more other employees of Employer. (e)Without Cause.  Except as set forth in subsections (b) and
(c) above, the termination of Executives employment by Employer shall
constitute a termination without cause. SECTION
6.  EFFECT OF TERMINATION; SEVERANCE
BENEFITS (a)Termination Benefits For Termination Without Cause.
 If Employer terminates the employment
of Executive without cause, Executive shall be entitled to receive from
Employer: 1.An amount equal to two years base
salary, as in effect for the twelve (12) month period immediately preceding the
effective date of such termination of employment. 2.Executive shall be entitled to continued
comprehensive health and major medical insurance coverage, at Employers cost,
under Employers group insurance plan, COBRA if necessary, for a period of six
(6) months after the effective date of such termination of employment.  Thereafter, to the extent eligible,
Executive may continue such coverage, at his own cost, under COBRA.  4 
   3.During the period that termination
benefits are paid under this Agreement, Executive shall not be required to
perform any duties for Employer or report to the Employer offices. 4.Employer shall pay to Executive the
termination benefit referred to in Section (a)(1) above by either paying such
sum in installments on Employers regular payroll dates for the two-year period
in question, or, alternatively, with the Executives prior written consent, to
prepay such benefits in a single lump-sum amount, actuarially reduced by reason
of such prepayment.  In the event that
Employer pays such sum in installments on its regular payroll dates, as
aforesaid, and only in such event, if Executive shall accept full-time
employment during the period in which such payments are being made, then
Executive shall, within ten (10) days of accepting such employment, advise
Employer of such fact, indicating the name and address of his new Employer and
the amount of his salary.  If
Executives salary at his new place of employment is equal to or greater than
his last salary at Employer, the payment by Employer of the termination benefit
and the providing to Executive of continued comprehensive healthcare and major
medical benefits under Employers plan and at its expense shall terminate upon
the commencement of Executives new employment.  If Executives salary in his new position is less than his last
salary at Employer, Employers continuing installment payments to Executive
shall be reduced so as to pay to Executive the difference between his salary
rate at his new place of employment and his last salary rate at Employer.  Employers continuation of comprehensive
healthcare and major medical benefits shall also terminate at the commencement
of Executives new employment, unless he is not receiving comparable healthcare
insurance benefits under his new Employers insurance plan. (b)No
Benefits for With Cause Termination.  Upon termination of this Agreement by Employer with cause, under
the provisions of Section 5(c), or the termination of this Agreement by reason
of Executives death or disability under Section 5(b) (provided that Employer
has a disability insurance policy in force for the benefit of Employee at such
time as Employee claims disability), Employer shall not be obligated to pay to
Executive (or his estate or representative in the event of his death) any
termination benefits and Employers obligations hereunder shall terminate with
the effective date of the termination of the Executives employment.  However, Executives obligations and covenants
under Section 4 shall continue in full force and effect and shall survive the
termination of Executives employment. SECTION
7.  MISCELLANEOUS (a)Sole Agreement; Amendment.  This Agreement constitutes the entire
agreement of the parties, supersedes all prior agreements and understandings,
and may be amended only by a written agreement executed by both of the parties
hereto. (b)Severability.The invalidity or unenforceability of
any particular provision of this contract shall not affect its other
provisions, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision had been omitted.  5 
   (c)Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of each of the parties hereto, their successors and
assigns, administrators, executors, legatees, and representatives, including,
without limitation, any corporation into which Employer may be merged or by
which it may be acquired. (d)Forum.  This Agreement shall be construed and
enforced under and in accordance with the internal laws of the State of New
York. (e)Counsel.  Each of the parties have read this Agreement and execute it after
having an opportunity to consult with counsel. (f)  Notices.  Any and
all notices required to be given under this Agreement shall be given by, and be
deemed given when, (i) delivered by personal delivery; (ii) deposited in U.S.
first-class mail, postage prepaid; or (iii) sent by telecopy with confirmation
of receipt and by first class mail, postage prepaid, addressed as follows:  If to Employer:
  
  Somerset Marine, Inc.123 William StreetNew York, NY  10038Attention: Terence N. DeeksFax:
  212-346-6820If to
  Executive:Richard Scott Eisdorfer5 Skating Pond RoadTrumbull, CT  06611  or such other address as a party may
designate in writing to the other party. SIGNATURES IN WITNESS WHEREOF, the parties have executed
this Agreement effective as of the date first set forth above.  SOMERSET MARINE, INC.
  EXECUTIVE:By:_________________________________
  __________________________________Date:_______________________________
  Date:_____________________________    6