ADDENDUM TO EMPLOYMENT AGREEMENT

This Addendum to Employment  Agreement is made by and between PROGRAM  BROKERAGE
CORPORATION and MARC COHEN.

In  consideration of the mutual  agreements  contained herein and for other good
and  valuable  consideration,  receipt  of which is hereby  acknowledged  by the
parties to this  Addendum,  it is hereby  understood  and agreed that  effective
March  11th,  1999,  the  following  amendment  is made to the  above-referenced
Employment Agreement:

THE SECTION IN THE AGREEMENT ENTITLED "RESTRICTIVE COVENANT" OR "COVENANT NOT TO
SOLICIT AND COMPETE" IS HEREBY REPLACED WITH THE FOLLOWING:

     "In view of the  personal  identification  of  customers  and sources  with
brokerage employees,  the potential exists for appropriation by employees of the
benefits of the relationships  developed with the foregoing,  despite Employer's
investment in the development of those relationships on its behalf. Accordingly,
since  Employer  would  suffer  irreparable  harm if Employee  should  leave the
employment  of the  brokerage  and  solicit  customers,  establish  or  work  on
competing programs of insurance,  or solicit any other employee to terminate its
relationship  with the brokerage,  it is reasonable to protect  Employer against
such  activities  for the  limited  period of time  necessary  for  Employer  to
establish,  renew and/or  restore its business  relationship  with the foregoing
individual and commercial customers and sources.

     For the above reasons,  in the event that Employee ceases to be an employee
of Employer for any reason ("Withdrawal from the Company"), Employee may conduct
business  in  competition  with  Employer.  However,  for  the two  year  period
immediately following the Withdrawal from the Company, Employee may not:

     (i) solicit,  join,  provide  services to, advise,  give  assistance to, or
contact any person or entity who was a client of  Employer,  or any  employee of
such client with respect to the  provision  of  insurance  or  insurance-related
services;

     (ii) work on, consult with, provide services to, advise, or give assistance
to any business,  person or entity in  establishing  or in any way working on or
consulting  with a program of insurance  which will  solicit or accept  business
from Employer's clients;

     (iii)  solicit any persons or entities  who, to the  knowledge of Employee,
are or were  identified  through leads  developed while Employee was employed by
Employer;

     (iv) solicit professional  relationships introduced to such Employee by any
employee or client of Employer while Employee was an employee of Employer;


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     (v) offer  employment  to or employ  any  person  who is then,  or had been
within 6 months of such  offer,  an employee of  Employer,  or

     (vi) solicit any employee of Employer to terminate his or her employment.

Employee  acknowledges  that a  material  part of  his/her  current  and  future
compensation,  including  salary  increases  and/or  bonuses,  is being  paid in
consideration  for Employee's  promises to honor the  restrictive  covenants and
confidentiality  aspects of this  Employment  Agreement.  Employee  specifically
acknowledges  receipt of an  Incentive  Bonus as part of the  consideration  for
signing this  Restrictive  Covenant.  The Employee  agrees that the  restrictive
covenants and confidentiality  provisions set forth in this Employment Agreement
are both reasonable and necessary to protect the vital interests of Employer and
to promote an open and  productive  working  relationship  between  Employer and
Employee, from which Employee will benefit."

All other terms and condition of the Employment  Agreement  remain unchanged and
in full force and effect.


IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Addendum on March
11th, 1999.


PROGRAM-BROKERAGE CORPORATION                  MARC COHEN


BY: /s/ ILLEGIBLE                              /s/ ILLEGIBLE
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