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                                                                    EXHIBIT 10.8

                           MEMORANDUM OF UNDERSTANDING



        AGREEMENT made as of January 1, 1987 between Mega Group, Inc. (the
Company), a New York Corporation with offices at 208 Delaware Avenue, Delmar New
York 12054, and ROBERT L. HALTON (the Employee), residing at 27 Royal Oak Drive
in Clifton Park, New York 12065.

        I.      EMPLOYMENT

        The Company agrees to hire and the Employee agrees to accept employment
as the President of Anthony Halton--Progressive Coverage located in Clifton
Park, New York. Such employment shall be on a full-time basis and the Employee
shall devote his full time and efforts to performing the duties as may be
defined from time to time by the Board of Directors of the Company. Such duties
shall principally include the servicing of the entire "Book of Business" of
Anthony Halton--Progressive Coverage and producing new insurance business for
the Company. The Employee shall not engage in any other business or livelihood
that may interfere with the performance of his duties hereunder.

        II.    COMPENSATION

        The Company shall pay the Employee at the rate of Fifteen Thousand
Dollars ($15,000.00) per annum, payable in equal installments on each of the
paydays of the Company. To the extent required, the Company shall pay the
ordinary, reasonable, and necessary expenses of the Employee incurred in the
course of performing his duties under this Agreement. Such expenses are subject
to the policies as stated by the Board of Directors

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through the Controllers office, and the right of the Employee to incur expenses
shall be subject to limitation and termination as deemed necessary by the Board
of Directors of the Company.

        III.     COMPANY VEHICLE

        The Employee shall be supplied with a company car and the Company shall
be required to pay expenses on same. Such automobile shall be used only in the
conduct of the Employee's duties as an employee under this Agreement. The
Employee shall be responsible for the payment of any income taxes to which he
may be subjected as a result of being supplied with said car. If the Company's
accountants shall deem it necessary to withhold taxes on the fair market value
of the use of such car by the Employee, the Company shall be entitled to do so.

        IV.      LIFE, ACCIDENT, AND GROUP HEALTH INSURANCE COMMISSIONS

        The Employee shall be entitled to write life, accident, and group health
insurance coverage. The commissions payable thereon shall belong to the Employee
to the extent of 100 percent and shall be in addition to the compensation
provided for hereunder.

        V.     OWNERSHIP OF "BOOK OF BUSINESS"

        For the purpose of this Agreement, the Employee's "Book of Business"
shall be insurance developed and produced by the Employee either prior to or
during his course of employment hereunder. Relative to business produced by the
Employee prior to this Agreement, he shall within a reasonable time present the
Company with documentation substantiating said prior business.

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        Upon termination of employment hereunder for whatever reason, the
Employee may (but need not) offer to sell his "Book of Business" to the Company
for 2.5 times the annual commissions payable thereon, exclusive of
profit-sharing or contingency commissions. The Company may accept such offer by
the Employee. If the Employee shall offer and the Company shall accept such
offer, the Company shall pay for such "Book of Business" by making 84 equal
monthly installments of principle and interest, with interest being at the
minimum rate permitted by the Internal Revenue Service to avoid having interest
imputed, or if there is no such rate, then at the Prime Rate quoted by Marine
Midland Bank, N.A. as of the date of purchase. Such payments shall begin one
month after date of sale.

        VI.    MEDICAL INSURANCE

        During the term of this Agreement, the Company shall cover the Employee
and the Employee's family under the Company's health and major medical insurance
plan as such plan may be in place from time to time. In addition, the Employee
shall be provided with group life insurance coverage in such amount as the
Company shall determine. The Company reserves the right to alter or terminate
any and all such plans as shall be determined appropriate by the Company's Board
of Directors provided such action shall be generally applied to substantially
all the Company's employees similarly situated to the Employee.

        VII.     PROFIT SHARING

        As additional compensation to the Employee, the Company agrees to
provide to the Employee a 40% in Anthony Halton--

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Progressive Coverage's profits as shown on the Anthony Halton--Progressive
Coverage's books as of the fiscal year end, subject to the following
modifications: Anthony Halton--Progressive Coverage's book profit shall be
decreased by principal payments on any of Anthony Halton--Progressive Coverage's
debt and shall be increased by any non-cash deductions such as depreciation and
amortization expense. The figure arrived at shall be the "adjusted profit." The
Employee shall receive 40 percent of the adjusted profit payable to the Employee
by April 1 of each calendar year.

        VIII.     DEFERRED COMPENSATION

        As additional compensation to the Employee, he will over his period of
employment with the Company, earn deferred compensation. At the point of the
Employee's retirement, death, permanent disability, or termination of employment
for any reason ("separation"), the Company shall pay out to the employee the
following deferred compensation. Forty (40) percent of the Company's annual
commission income in the preceding accounting year exclusive of profit sharing
and or contingent commission income, and exclusive of commission income received
on that portion of the premiums attributable to the Employee's "Book of
Business" (which is addressed in Paragraph V of this Agreement), by 2.25 times
payable in 120 equal installments consisting of both principal and interest with
interest being at the minimum rate permitted by the Internal Revenue Service to
avoid having interest imputed, or if there is no such rate, then at the Prime
Rate quoted by Marine Midland Bank, N.A. as of the date of

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separation. Such payments shall begin one month from said separation.

        IX.    TERMINATION OF EMPLOYMENT; NON PIRACY AGREEMENT AND RETURN OF
COMPANY CAR

        Upon the termination of employment or separation under this Agreement,
the Employee agrees that he shall not directly or indirectly accept or solicit
business from any of the insureds of the Company (whether such insureds be part
of the Company's "Book of Business" or the Employee's "Book of Business"
purchased from Employee hereunder) as of the date of termination or separation.
The restrictions contained in this Paragraph IX shall not apply to life,
accident, and health insurance insuring any of the insureds included in the
Company's "Book of Business" or the Employee's "Book of Business" purchased from
Employee hereunder as the same exists as of the date of termination or
separation.

        Upon termination or separation, the Employee further agrees that he will
not use any customer lists, expiration date lists, or similar confidential
information belonging to the Company for his benefit or for the benefit of any
other person, entity, or firm. The purpose of this non-piracy agreement is to
protect the property interest of the Company which has been developed through
the efforts of its employees and the utilization of its capital and which it has
purchased from the Employee pursuant to the terms of this Agreement.

        The restrictions contained in this Paragraph IX shall not preclude the
Employee from soliciting or accepting insurance from

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insureds exclusively within Employee's "Book of Business" if such business has
not been purchased by Company or from soliciting or accepting insurance from
others who are neither insureds of the Company or part of Employee's "Book of
Business" as of the date of termination or separation. The restrictions on the
Employee under this Paragraph IX shall continue for a period of three years from
the date of termination of employment or separation.

        In the event of a breach or threatened breach of the covenant not to
compete contained herein, the Company, or its successors and assigns shall be
entitled to a temporary restraining order and injunctive relief precluding the
breach or threatened breach of this covenant. Such remedy shall be in addition
to any remedy at law. In any action to enforce this covenant, the prevailing
party shall be entitled to such attorneys' fees as may be awarded by the Court.
In addition, the prevailing party shall be entitled to reimbursement for all
costs, expenses, and disbursements related to such action or proceeding.

        Upon termination of employment or separation, the Employee shall
immediately cease to use any Company car which he may have in his possession and
shall deliver such car at such time and place as is reasonably directed by the
Company.

        X.      BENEFIT

        This Agreement shall be binding upon and inure to the benefit of the
respective legal representatives, heirs, successors, and assigns of the parties.




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        XI.     SEVERABILITY OF PROVISIONS

        The invalidity or unenforceability of any term, phrase, clause,
paragraph, restriction, covenant, agreement, or other provision hereof shall in
no way affect the validity or enforcement of any other provision, or any part
thereof.

        XII.    ENTIRE AGREEMENT

        This Agreement represents the entire understanding between the parties.
No prior or simultaneous understandings, whether written or oral, may be relied
upon to vary the terms hereof. This Agreement may only be modified by writing,
executed by both parties.

        XIII.   NOTICES

        Any notices or elections to be given hereunder must be in writing and
mailed by certified mail, return receipt requested, to the addressee at the
following address: Robert L. Halton, 27 Royal Oak Drive, Clifton Park, New York
12065, and to Mega Group, Inc., 208 Delaware Avenue, Delmar, New York 12054.



                                            Mega Group, Inc.



                                            By:/s/ BURTON C. ANTHONY, JR.
                                               ------------------------------
                                               Burton C. Anthony, Jr.

                                               /s/ ROBERT L. HALTON
                                               ------------------------------
                                               Robert L. Halton



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STATE OF NEW YORK )
                  )        ss.:
COUNTY OF ALBANY  )

        On this 1st day of January, 1987, before me personally came Burton C.
Anthony, Jr., to me personally known, who, being by me duly sworn, did depose
and say that he resides in Glenmont, New York, that he is the President of Mega
Group, Inc., the corporation described in, and which executed, the within
Instrument; that he knows the seal of said corporation; that the seal affixed to
said Instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation; and that he signed his name thereto by
like order.

                                                      BETTY J. BORST
                                             Notary Public, State of New York
                                                        NO. 4678647
                                                 Qualified in Albany County
   /s/ BETTY J. BORST                        Commission Expires March 30, 1987
----------------------------
Notary Public




STATE OF NEW YORK )
                  )        ss.:
COUNTY OF ALBANY  )

        On the 1st day of January, 1987, before me personally came Robert L.
Halton, to me known, and known to me to be the same person described in and who
executed the foregoing agreement and acknowledged to me that he executed the
same.

   /s/ BETTY J. BORST                                 BETTY J. BORST
----------------------------                Notary Public, State of New York
Notary Public                                          NO. 4678647
                                                 Qualified in Albany County
                                            Commission Expires March 30, 1987






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                                             January 14, 1988


AMENDMENT A TO CONTRACT

I ROBERT L. HALTON hereby agree that the contract currently in force between
myself and Mega Group, Inc. relating to the sale of my book of business, is
hereby amended to read: At the point of my death, disability or separation from
employment for any reason from Mega Group, Inc., I must offer my book of
business for sale to Mega Group, Inc. and Mega Group, Inc. must purchase same
according to the provisions set forth in said contract.

FOR MEGA GROUP, INC.

/s/ BURTON C. ANTHONY, JR.                              /s/ ROBERT L. HALTON
--------------------------------------                  ------------------------
Burton C. Anthony, Jr.                                  Robert L. Halton
President



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The forty percent (40%) profit for Anthony-Halton-Progressive shall not be
reduced by the payment on Burton C. Anthony's sale of stock to Mega and/or
Robert L. Halton's debt payment as it relates to stock.






                                                          /s/ ROBERT L. HALTON