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                                  EXHIBIT 10.8

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made as of April 1, 2001, and has been entered into
between InterSystems, Inc., a Delaware corporation with its principal offices at
1011 Highway 71, Spring Lake, New Jersey (hereinafter, together with its
subsidiaries, called the "Employer" or "Company", except where otherwise
specifically referenced) and Walter M. Craig, Jr. (hereinafter called the
"Employee").

         WHEREAS, Employer desires to employ the Employee on the terms and
conditions set forth herein; and

         WHEREAS, the Employee desires to be employed by the Employer on the
terms and conditions set forth herein, now therefore the Employer and Employee
agree as follows:

         1. Employment: The Employer hereby employs the Employee, and the
Employee hereby accepts employment, upon the terms and conditions hereinafter
set forth.

          2. Term: Subject to the provisions of termination as hereinafter
provided, the term of this Agreement shall begin on April 1, 2001 and shall
terminate on March 31, 2006 (being five (5) years after the commencement
date)(the "Original Term"). Commencing in the year 2003 Employer shall, on or
before March 31, 2003, give Employee notice if it does not wish to extend
Employee's employment for an additional year beyond the Original Term. If the
Employer does not give written notice to Employee during this period or any year
thereafter, Employee shall continue in the employ of the Employer for an
additional year (the "Extended Term"). The Extended Term provides Employee with
not less than a 3-year evergreen term of employment. During any Extended Term,
the terms of Employee's employment will be as set forth in this Agreement and as
amended in writing from time-to-time, including Employer's obligation to give
notice if Employer will not renew Employee's employment for an Extended Term. If
Employer gives written notice of its decision not to renew Employee's
employment, Employee will continue in the employ of Employer for three (3) years
on the terms set forth in this Agreement, as amended (the "Term"). At the end of
the Original Term, or any Extended Term, Employer will pay Employee a severance
payment equal to one-twelfth (1/12) of Employee's most recent annual salary and
bonus compensation multiplied by the total number of years Employee was employed
by Employer (or an affiliate) with ten (10) years of service agreed to having
been accrued as of the date hereof (the "Severance Payment"). If Employee should
die during any Term of this agreement or the "severance" pay period,
compensation shall be paid to his estate for the period of the time remaining,
but not in excess of 24 months. At the end of any Term of Employment hereby, if
Employee is offered to continue his employment, but refuses to accept such
continuation, Employee, at his option, shall then, if able, act as a consultant
to Employer for two (2) years at annual compensation of 50% of his last annual
salary and incentives, and if Employee has elected to so continue as a
consultant, he shall dedicate approximately 50% of his work- related hours to
the Employer and shall not perform any services, consulting or otherwise, for
any company, person or entity that competes directly with Employer's businesses.

         3. Compensation: The following payments and incentives are granted to
and will be made to Employee for services rendered hereunder:

                  (a) The Employer will pay the Employee an annual salary of
         $185,000, payable bi-monthly (the "Base Salary"), which Base Salary
         will be increased each calendar year to reflect the percentage increase
         in the Consumer Price Index for the New York metropolitan area for the
         most recently completed year (the "CPI"), and other increases, from
         time-to-time, as may be approved by the Company's Board of Directors.
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                  (b) Employee will receive the following annual bonus
         compensation, paid quarterly, at the minimum level during the year then
         occurring:

                           (i)      The greater of $20,000 per annum; or

                           (ii)     5% of the consolidated pre-tax profits of
                                    the Company.

                  (c) Stock Incentives. Employee is hereby granted the following
         rights and benefits as considerations for entering into this Agreement
         and for providing the services required hereunder:

                           (i)      A grant of 100,000 common stock purchase
                                    options, each entitling Employee to purchase
                                    one share of the Company's Common Stock at a
                                    price of $.25 per share and expiring on
                                    March 31, 2011. Such options shall be
                                    immediately exercisable and shall be
                                    evidenced by a stock option agreement
                                    containing such terms and provisions (in
                                    addition to those set forth herein) as are
                                    customarily contained in options granted to
                                    the Company's other employees

                           (ii)     A grant of an aggregate of 300,000 common
                                    stock purchase options which shall expire on
                                    March 31, 2011 and shall not become
                                    exercisable until October 1, 2010, such
                                    options are granted in six groups, of 50,000
                                    options each, ,each option entitling the
                                    Employee to purchase one share of the
                                    Company's Common Stock at the respective
                                    exercise price set forth below and becoming
                                    exercisable at an earlier date subject to
                                    the Company's attaining the respective
                                    earnings set forth below. The options within
                                    each group will become exercisable at an
                                    earlier date pro rata based upon the extent
                                    to which the respective earnings threshold
                                    is exceeded. As an example, when the Company
                                    has had cumulative pre-tax earnings during
                                    the term of this Employment Agreement of
                                    $250,000, 25,000 of the options having an
                                    exercise price of $.25 will become
                                    exercisable; when the Company has had
                                    cumulative pre- tax earnings during such
                                    term of $1,500,000, a total of 150,000
                                    options will be exercisable, consisting of
                                    all of the options having an exercise price
                                    of $.25 per share, all of the options having
                                    an exercise price of $.50 per share and all
                                    of the options having an exercise price of
                                    $.75 per share. Once any such options have
                                    become exercisable, they will not thereafter
                                    become unexercisable as a result of
                                    subsequent losses the Company may incur. For
                                    purposes of this agreement, the Company's
                                    pre-tax earnings for a particular period or
                                    periods shall consist of the Company's
                                    earnings, determined on a consolidated
                                    basis, and as reflected in its reports that
                                    it files with the Securities and Exchange
                                    Commission, before payment of all local,
                                    state and federal income taxes, but after
                                    deduction of all other expenses allocable to
                                    such period or periods. For purposes of
                                    determining the number of such options that
                                    are exercisable hereunder, the Company's
                                    cumulative pre-tax earnings for the term of
                                    this Agreement shall be determined at the
                                    end of each of the Company's fiscal quarters
                                    during such term. Such options shall be
                                    evidenced by a stock option agreement
                                    containing such terms and provisions (in
                                    addition to those set forth herein) as are
                                    customarily contained in options granted to
                                    the Company's other employees.


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<TABLE>
<CAPTION>
                                                                       Earlier Exercisability Pro -Rata
                                                                       Based Upon Pre-tax Earnings
                  Number of Options         Exercise Price             During Term of Contract
                  -----------------         --------------             -----------------------
<S>                                         <C>                        <C>
                  50,000                    $ .25                      $0         -    500,000
                  50,000                    $ .50                      $500,001   - $1,000,000
                  50,000                    $ .75                      $1,000,001 - $1,500,000
                  50,000                    $1.00                      $1,500,001 - $2,000,000
                  50,000                    $1.25                      $2,000,001 - $2,500,000
                  50,000                    $1.50                      $2,500,001 - $3,000,000
</TABLE>

The foregoing stock incentives shall be protected against any dilution resulting
from stock splits or any other reclassifications affecting the Company's common
stock.

                  (d) Management Payment: If, at any time during the term of
         this Agreement, (i) the stockholders, called to elect the Company's
         Board of Directors, do not elect individuals as recommended by Coast
         Capital Partners, LLC. ("Coast Capital") to a majority of the seats on
         the Board of Directors, or (ii) the common stock of the Company is
         acquired through a tender offer, contract purchase or otherwise such
         that at the next meeting of stockholders that is called to elect the
         Company's Board of Directors, Coast Capital, either directly or through
         appointees, does not control a majority of the seats on the Company's
         Board of Directors, or (iii) substantially all of the assets of the
         Company are sold (hereinafter (i) - (iii) referred to as a
         "Transaction"), such that the value of the Transaction (less deduction
         for associated expenses) is in excess of the amount equal to two times
         the Company's book value at December 31, 2000, plus the Company's after
         tax profits for each fiscal quarter since December 31, 2000 (for
         purposes of this calculation, "Net Worth"), the Employee shall receive
         from the Company a cash payment equal to the greater of (i) 1% of the
         amount by which the value of the Transaction exceeds the Net Worth
         (such payment hereinafter referred to as the "Net Worth Payment") or
         (ii) 2X the average of all forms of the Employee's compensation from
         Employer, its subsidiaries and affiliated companies over the last three
         (3) years (the "Management Payment"). The Management Payment shall not
         be paid in lieu of any other payment required to be paid to Employee
         hereunder, but in addition to such payments, and this Agreement shall
         remain in full force and effect after such payment. Any Management
         Payment to be made hereunder shall be made in cash within a reasonable
         period of time, but not to exceed sixty (60) days from the closing date
         of the Transaction.

         4. Extent of Services and Duties: The Employee is employed as President
and Chief Executive Officer of the Company. His duties shall be consistent with
the responsibilities of such office. He shall be responsible for all day-to-day
operations related to such office. Employee shall perform activities related to
such office as assigned to him by the Company's Board of Directors. Employee
shall not be required to relocate his chosen place of residence to perform his
duties under this Agreement.

         5. Vacation: The Employee shall be entitled each year to a vacation of
four (4) weeks during which time his compensation shall be paid in full and all
benefits shall remain in effect.

         6. Fringe Benefits and Expenses: The Employee shall be entitled to
participate on the same basis, except where stated otherwise in this Agreement,
and subject to the same qualifications as other executives of the Employer, in
any pension, profit sharing, stock purchase, savings, hospitalization, sick
leave and other fringe benefit plans in effect from time to time with respect to
executives of the Employer (the "Fringe Benefits"). The Employer agrees that
each of the Fringe Benefits of the Employer in effect on the date hereof, or at
any time during the Employment Period, shall not be terminated or modified in
any manner which reduces the benefits of the Employee without first obtaining
the written consent of the Employee. The Employee is entitled to reimbursement,
upon presentation of vouchers indicating the amount and purpose, for reasonable
expenses incurred on behalf of the Employer.


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          7. Disability: In the event that the Employee shall have been
prevented from substantially rendering the services required under this
Agreement by reason of his disability (as confirmed by medical authority and
Social Security guidelines) for a period of sixty (60) consecutive days,
Employer shall have the right to terminate this Agreement upon thirty (30) days'
written notice provided such disability continues during said notice period. If
the Employer terminates this Agreement as a result of Employee's disability,
Employee will receive from Employer, until 65 years of age, monthly disability
payments in an amount equal to the greater of 60% of Employee's final Base
Salary or $15,000 per month (which shall include any disability payments from
state or federal authorities), as well as the severance payment then applicable
and as set forth in paragraph 2 hereof. In order to cover this payment, Employer
will purchase such disability insurance under which the Employee is the insured
and beneficiary which will cover not less than 80% of the payment required to be
made under this provision.

          8.  Termination:

                  (a) Termination for Employee's Breach: Employer shall have the
         right to terminate this Agreement and the employment hereunder if
         Employee violates his responsibilities under paragraph 4 of this
         Agreement after having received notice of such violation from
         Employer's Board of Directors which notice shall set forth how Employee
         would cure the expressed violation and thirty (30) days to take
         measures to cure such violations as proposed by Employer's Board of
         Directors. At such time as the Employer's Board of Directors addresses
         such charges, Employee notified of the impending discussion and the
         arguments to be made for termination and Employee may submit a written
         response of such claims which shall be read to all Directors at the
         meeting. Employer may immediately terminate this Agreement and the
         employment hereunder by reason of (i) determination by Employer's Board
         of Directors that there has been a defalcation of the Employer's funds
         by Employee, but such termination may not be immediate if amounts that
         are in question relate to expenses that have been deemed by Employee to
         be business expenses. If the Board finds that such expenses were not
         business related, Employee shall, within 30 days, reimburse the Company
         for such amounts, (ii) conviction of Employee on a felony charge, or
         (iii) a panel from the American Arbitration Association determines with
         Employee having the right to argue his case that Employee has had
         unauthorized discussions of Employer's business activities or
         improperly disclosed trade secrets or confidential information
         concerning Employer's business activities or proposed business
         activities and which discussions are found to have an immediate,
         material adverse effect on Employee.

                  (b) Termination for Employer's Breach: Employee shall have the
         right to terminate this Agreement if the Employer materially breaches
         any of the provisions hereof and such breach is not cured within thirty
         (30) days after the Employer receives written notice from Employee
         thereof. In such event, or in the event of a wrongful termination of
         Employee, all monies due to Employee through the term of the Agreement
         shall be paid by Employer in a lump sum amount within thirty (30) days
         of Employee's termination, with bonuses to be paid when earned and the
         Severance Payment to be immediately paid. Employee shall have no
         obligation to mitigate his loss or damages occasioned as a result of
         such termination.

          9. Confidential and Proprietary Information: Employee agrees to keep
         secret all confidential information, trade secrets or proprietary
         information acquired by him/her during his/her employment concerning
         the business and affairs of the Employer (the "Information") and
         further agrees for a period of one (1) year after the termination of
         his/her employment, for any reason, not to disclose any such
         Information to any person, firm or corporation other than as directed
         by Employer, unless and until such Information becomes known outside of
         Employer (other than through any violation by the Employee of his/her
         obligation hereunder). Employee also agrees, upon request by Employer,
         to execute a confidential non-disclosure agreement if Employer has same
         prepared to protect the confidentiality of certain information relating
         to the Company.

         10.  Miscellaneous Provisions:

                  (a) Notices and Communications: All notices and communications
         hereunder shall be in writing and shall be hand delivered or sent
         postage prepaid by registered or certified mail, return receipt
         requested,


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         to the addresses first above written or to such other address of which
         notice shall have been given in the manner herein provided.

                  (b) Entire Agreement: All prior agreements and understandings
         between the parties with respect to the subject matter of this
         Agreement are superceded by this Agreement and this Agreement
         constitutes the entire understanding between the parties with respect
         to employment of the Employee by Employer, and Employer and Employee
         hereby release the other from any claims or amounts due under said
         prior agreements. This Agreement may not be modified, amended, changed
         or discharged, except by a writing signed by the parties hereto and
         then only to the extent therein set forth.

                  (c) Non-Assignment: This Agreement shall be binding upon and
         inure to the benefit of the parties hereto, and any administrator,
         executor and successor of Employer. This Agreement may not be assigned
         by either of the parties hereto without prior written consent of the
         other party.

                  (d) Waiver: No waiver of any breach of this Agreement or of
         any objection to any act or omission connected herewith shall be
         implied or claimed by any party, or be deemed to constitute a consent
         to any continuation of such breach, act or omission, unless in a
         writing signed by the party against whom enforcement of such waiver or
         consent is sought, and then only to the extent set forth therein.

                  (e) Section Headings: The section headings of this Agreement
         are solely for the purpose of convenience and shall neither be deemed a
         part of this Agreement nor used in any interpretation thereof.

                  (f) Governing Law: This Agreement and the relationship of the
         parties hall be governed by and construed in accordance with the laws
         of the State of New Jersey.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of April 1, 2001.

ATTEST:                                      INTERSYSTEMS, INC.



______________________________               By:________________________________

Name:                                             Name:
                                                  Title:

WITNESS:

______________________________               ___________________________________
Name:                                        Employee



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