EMPLOYMENT AGREEMENT

     AGREEMENT made as of MAY 25, 1999 between KAYE INSURANCE  ASSOCIATES,  INC.
("Employer"),  with offices 122 East 42nd Street,  New York, NY 10168 and Robert
N. Munao ("Employee"), residing at 28 Marlboro Dr, Huntington, NY 11743.

     WHEREAS, in order to induce Employer to engage Employee to perform services
for Employer,  Employee  agrees to enter into this  Agreement upon the terms and
conditions hereof

     NOW THEREFORE,  in  consideration  of the premises and the mutual  promises
contained herein, the parties agree as follows:

1.   Employment  The  Employer   hereby   employs   Employee  as  its  Executive
Director-National Benefits Practice, and Employee hereby accepts such employment
under the terms and conditions hereinafter contained.

2.   Term

     2.1 The  employment of Employee  hereunder  and the term of this  Agreement
(the "Term") shall commence on a date to be mutually agreed upon by Employer and
Employee,  but no later than  10/29,  1999,  and shall  continue  for a two year
period,  unless  sooner  terminated  pursuant to Section 2.2 hereof.  Employment
shall  continue  thereafter  on at  "employment  at-will"  basis,  terminable by
Employer or  Employee  for any reason,  or for no reason,  upon 60 days  written
notice to the other in accordance with Section 14.2 herein.

     2.2 Notwithstanding  the above,  Employer shall have the right to terminate
this  Agreement for cause at any time upon notice which sets forth the basis for
the termination. As used herein, "cause" shall mean:

     (a)  Loss,  revocation  or  suspension  of any  license  required  for  the
          performance  of  Employee's  duties,  unless such loss,  revocation or
          suspension is cured within 30 days;

     (b)  Conviction of any non-traffic  related felony,  whether or not related
          to the performance of Employee's duties;

     (c)  Conviction  of any  non-traffic  related  misdemeanor  related  to the
          performance of Employee's duties;

     (d)  A holding or determination by a court,  regulatory body or appropriate
          tribunal  that  Employee has  violated any material law or  regulation
          applicable to the Employee while fulfilling his obligations  hereunder
          the effect of which is


<PAGE>


          materially adverse to the Employer;

     (e)  Failure to perform any material duties  required  hereunder where said
          non-performance   remains  uncorrected  thirty  (30)  days  after  the
          Employer gives written notice detailing such  non-performance,  unless
          such failure is the result of a Disability (as defined in Section 2.4)
          or  occurs  during  such  period  as  reasonably  may be  required  to
          determine  whether  there is a  Disability  which has been  claimed by
          Employee in accordance with the procedures of Section 2.4;

     (f)  The  commission  of an act  involving,  theft  from  Employer,  or its
          employees, clients or insurance markets;

     (g)  Willful   misconduct  or  gross   negligence  in  the  performance  or
          non-performance  of the  Employee's  obligations  under this Agreement
          remaining uncorrected, if reasonably susceptible to correction, thirty
          (30) days after Employer  gives written  notice to Employee  detailing
          the acts of misconduct and/or gross negligence;

     (h)  Any  breach  of  a  material  representation,   warranty  or  covenant
          contained herein;

     (i)  Conviction  of  Employee  for  a  violation  of a  securities  law  or
          regulation,  if the same may,  in the opinion of  Employer's  counsel,
          have a material adverse effect on Kaye Group Inc.'s status as a public
          company.

     2.3 Change of  Control.  If any  materially  adverse  change  occurs in the
title,  compensation  or duties of Employee  within 12 months  following  upon a
"Change in Control",  Employee  will be entitled to a  continuation  of his then
base  compensation  (and continued  participation  in Company  benefit plans and
programs or to payment of the amount which the  Employer  would have paid in his
behalf) for a duration of  difference  between 12 months  minus the period which
has elapsed  following  the Change in Control  until the  happening of the event
above.

     (a)  The  entitlement of Employee to payments  hereunder shall not apply if
          Employee is offered an  employment  agreement  incident to a Change in
          Control which continues his services and  compensation as an executive
          employee  (regardless of whether his title and specific  authority are
          changed) for a term of at least 12 months.

     (b)  It is a  condition  to the  entitlement  of the  Employee to the above
          payments  that Employee  fulfills all  obligations  which  continue to
          apply to him after cessation of his employment.

     (c)  No  payments  under  this  Section  shall  be  made  if  the  Employee
          terminates his

                                        2
<PAGE>

          employment  or fails to perform his  required  duties upon a Change in
          Control.

     (d)  Any  payments  which  might be due to  Employee  under  the  remaining
          provisions  of this  Agreement  which are  applicable to periods after
          termination of the services the Employee shall be credited against and
          shall reduce the entitlement of the Employee to the  compensation  set
          forth above in Section.

     (e)  As used herein,  "Change in Control"  shall mean the occurrence of (i)
          and  (ii)  below  during  the  term of this  Agreement  or at any time
          thereafter   while   Employee   continues   to  serve   as   Executive
          Director-National Benefits Practice of the Employer,

          (i)  any  acquisition  of any person or entity of shares (or rights to
               vote  shares)  which  entitle  such  person  or entity to elect a
               majority of the members of the Board or  Directors  of Kaye Group
               Inc.; and

          (ii) within 12 months  following  (i)  above,  a change  occurs in the
               composition  of the Board of  Directors  of Kaye Group Inc.  such
               that different  individuals comprise a majority of the members of
               the Board of  Directors  of Kaye Group Inc. as compared  with the
               composition of the Board prior to such change in shareholdings.

     2.4 Death or Disability.

     (a) The Term shall  terminate  on the date of  Employee's  death,  in which
event Employee's salary and benefits owing to Employee through the date of death
shall be paid to his estate.

     (b) If, during employment:  (i) in the opinion of a duly licensed physician
selected by the  Employer  and a duly  licensed  physician  selected by Employee
(and, in the event of a disagreement  between the two, a neutral third physician
who is  selected  by  agreement  of the  parties),  the  Employee  shall  become
substantially  unable to perform the duties and  services  required of him under
this   Agreement   because  of   physical  or  mental   illness  or   incapacity
("Disability"), and (ii) such Disability continues for a period of 4 consecutive
months or 16 weeks in the aggregate  during any  twelve-month  period;  then and
only  upon  the  occurrence  of each of (i) and  (ii)  above,  the  Company  may
terminate  Employee's  employment  upon at least thirty (30) days' prior written
notice to Employee  given at any time after the  expiration of such 16-week or 4
consecutive month period.

     2.5 In the event of  termination  as set forth in this Section 2,  Employee
shall be entitled to receive his salary and benefits  owing to Employee  through
the effective date of  termination.  Employee shall not be entitled to any other
compensation under this Agreement upon termination of his employment pursuant to
this Section 2.



                                       3
<PAGE>

3. Duties

Employee  agrees:  (a) to perform all necessary acts and to devote full business
time and effort to the furtherance of maintaining and growing Employer's account
servicing and production of life/health/benefits  insurance nationally (Employee
shall be based in Employer's  New York City offices);  (b) to manage  Employer's
staff  assigned  to  the  life/health/benefits   departments;   (c)  to  perform
faithfully  and to the best of his  ability  all  assignments  of work  given to
Employee by  Employer  consistent  with  Employee's  qualifications,  status and
experience;  (d) to abide by Employer's written policies and procedures,  and by
such other policies and procedures of which  Employee has received  notice;  and
(e) that  during  the Term of this  Agreement,  Employee  will not engage in any
activity  that  competes  in any  way  with  Employer  or  interferes  with  the
performance  of Employee's  duties  hereunder.  For purposes of this  paragraph,
Employer  shall refer to Kaye Insurance  Associates,  Inc. and it Affiliates (as
hereinafter defined).

4.Compensation/  Benefits

     4.1 Salary.  Employer  agrees to pay Employee an annual  salary of $235,000
payable  bi-weekly or at such other  interval as Employer may  establish for its
usual  payroll  payment  and subject to required  withholding  of taxes,  social
security, benefit payments, etc.

     4.2 Commissions  equal to the following  percentages of Earned  Commissions
(as hereinafter defined) on Property & Casualty insurance business originated by
Employee for Employer, subject to reduction as set forth below:

          i.  Non-Program  Accounts:  30%  of  Earned  Commissions  received  by
     Employer on new property and casualty  accounts  (except Program  Business)
     and 20% of Earned  Commissions  received by Employer on renewal of property
     and casualty accounts (except Program Business).

          ii. Program Accounts:5% of premium received by Employer on new Program
     Business  and 2.5% of premium  received  by  Employer  on  renewal  Program
     Business or the commission equivalent, subject to the billing preference of
     Employer.  The scope and nature of all Program Business referred to in this
     Agreement shall be exclusively determined by Employer.

     (a)  Accommodation Business. No Commission shall be paid to Employee on new
          and  renewal  Accommodation  Business.  The  scope  and  nature of all
          Accommodation   Business  referred  to  in  this  Agreement  shall  be
          exclusively determined by Employer.  Individual medical insurance will
          be treated as  Accommodation  Business for which no commission will be
          paid.


                                       4
<PAGE>

     (b)  Insurance   Underwritten  by  Affiliate.   Notwithstanding  any  other
          provision  of this  Agreement,  the Earned  Commission  for  insurance
          underwritten  or reinsured  by an  affiliate  of Employer  shall in no
          event exceed 16% of premiums,  even if the actual percentage  received
          by Employer is greater.

     (c)  "Earned  Commissions" shall mean and include gross commissions,  fees,
          and other income received by Employer on all paid-in full premiums (or
          installments   thereof)  from  accounts  originated  by  Employee  for
          Employer during the Term of this  Agreement,  but does not include any
          general agency overrides,  volume or persistency  bonuses,  etc. Gross
          commissions  do not  include  any  contingent  commission  or  expense
          reimbursement allowances that Employer receives, regardless of whether
          insurance  originated  by Employee is included in the  computation  or
          determination  thereof.  In  calculating  "Earned  Commissions",   the
          following  should be excluded:  (i) any commission,  fee and/or return
          premium  that are repaid or become  repayable by Employer to customers
          and/or  insurers and; and (ii) any  commission  and/or fee Employer is
          obligated  to  pay to an  independent  contractor,  sub-broker  and/or
          sub-agent.

     (d)  For purposes of this Agreement,  all insurance business  originated by
          Employee  that is  billed  and  paid in full  during  the Term of this
          Agreement,  regardless of the effective coverage date, shall be deemed
          originated under this Agreement.

     4.3  Benefits.  Employee  shall be entitled to  participate  in  Employer's
insurance and other benefit  plans,  in accordance  with the  provisions of such
plans on terms and  conditions  no less  favorable  to Employee  than  generally
available to Employer's other employees of comparable  levels of  responsibility
and  compensation,  unless  otherwise  specifically  provided in such plans. The
Employer  reserves the right to amend,  terminate  and/ or suspend such benefits
generally in a manner which does not adversely discriminate against Employee.

     4.4 Reimbursement of Automobile Expenses. Employer shall reimburse Employee
for all ordinary and  necessary  automobile  expenses  incurred by Employee as a
result of Employee's  activities on behalf of Employer  which qualify' under IRS
regulations, the annual total of which shall not exceed $12,000.00.

     4.5 Annual  Incentive  Bonus.  Employee shall be entitled to participate in
Employer's  Annual Incentive Plan (the "Plan").  Specifically,  annual Threshold
Contribution  Margin [defined as Benefit & Life Net Revenue less direct expenses
("Contribution  Margin")  equal to the greater of 87% of  budgeted  Contribution
Margin or $2,118,000] is subtracted from actual annual Contribution  Margin. Any
positive  excess  becomes the basis for the AIP award  pool.  The AIP award pool
equals 22% of the  excess.  Employee  will be  entitled to 100% of the AIP award
pool subject to a maximum AIP award equal to $125,000.  Notwithstanding anything
to the contrary set forth in the terms of the Plan,  Employer agrees that during
the Term of this Employment Agreement, Employee's bonus calculated in accordance
with the Plan and  subject to the  provisions  of this  Section 4.5 shall not be
subject to any discretionary reduction and shall be




                                       5
<PAGE>

subject to pro-ration for partial periods  notwithstanding  any discretionary or
permissive features contained in the Plan.

     4.6 Options. On or about June 30, 1999, Employee shall receive an option to
purchase  10,000  shares of Kaye Group  Inc.  stock at an  exercise  price to be
determined  (but no greater than the fair market value of Kaye Group Inc. common
stock on the date that the option is granted), in accordance with the Kaye Group
Inc. Supplemental Stock Option Plan.

     4.7 Restricted Stock. Employee shall be granted Kaye Group Inc. Performance
Stock,  (pursuant to the Kaye Group Inc. Stock  Performance Plan) with a trading
value  (as of the date of the  grant)  of  $100,000  (13004  shares @ $7.69  per
share).  A copy of the Kaye  Group Inc.  Stock  Performance  Plan and  Agreement
Letter are Attachments B and C, respectively to this Agreement.

     4.8 Employer  agrees to purchase a split-dollar  life insurance  policy for
the benefit of  Employee in  accordance  with the  insurance  plan and terms set
forth on  Schedule  4.8  annexed  hereto.  In the event of a Change in  Control,
Employee  shall have the option to assume  ownership of such  split-dollar  life
insurance  policy from Employer,  and Employer shall recoup,  from the insurance
company  which  issued the  policy,  all  premiums  paid  through  the date that
Employee assumes ownership of the policy.

5. Representations and Warranties

     5.1  Subject  only to the matters  described  in the  following  paragraph,
Employee  warrants  that he has full  power  and  authority  to enter  into this
Agreement and that such act, and the  performance of his  obligations  hereunder
will not conflict with any other agreements or  understandings  to which he is a
party or by which he is bound.

     Employer  acknowledges that Employer has received and reviewed with counsel
a copy of the Employment Agreement between Employee and Kalvin Miller Consulting
Group, Inc. ("Previous  Employer") dated August 1, 1995 and amended as of August
1, 1998 (the "Previous Agreement"). Employer hereby agrees to indemnify and hold
Employee harmless from and against any claim or litigation  asserted by Previous
Employer  against  Employee  arising  from the  provisions  of  Section 6 of the
Previous Agreement or from the commencement of the term of Employee's employment
hereunder,  including the costs of defense (including reasonable attorneys' fees
and  disbursements),  as well  as the  costs  of any  liability  or  settlement.
Employer  may defend any such  matter with  counsel of its choice,  who shall be
reasonably acceptable to Employee. Employee shall cooperate with Employer in the
defense of any such claim and shall be entitled to  participate  in such defense
at his own cost with counsel of his choice.

     5.2 Employee  represents and warrants that to the extent that he heretofore
received any  proprietary,  confidential or privileged  information of any third
party,  Employee is instructed and agrees to keep such information in confidence
in fulfillment  of his legal,  ethical  and/or  contractual  obligations to such
third party. Employer neither requests nor desires any disclosure of such


                                       6
<PAGE>

information  to Employer.

     5.3 Each party hereto  represents  and warrants that this  Agreement is the
valid and binding  obligation of such party,  enforceable  against such party in
accordance  with its terms,  except as enforcement may be limited by bankruptcy,
insolvency,  reorganization,  or other similar laws affecting the enforcement of
creditors'  rights  generally or by limitations on the availability of equitable
remedies.

     5.4 Employee represents and warrants that he holds a current, valid license
issued by the New York  Insurance  Department,  a copy of which is  attached  as
Exhibit 5.4 to this Agreement.

6.  Limitations  on Competing  Interests

     6.1 During the term of this  Agreement,  Employee shall not,  without prior
written  disclosure  to the Employer and consent by it,  acquire or maintain any
material,   financial  or  economic   interest  in,  or  accept  any   position,
association,   employment,   gratuities   or   compensation   from  any  person,
corporation,  firm,  partnership  or other entity  whatsoever  whose business is
competitive with the business of the Employer or its affiliates.

     6.2 No provision  of this  Agreement  shall be deemed to prohibit  Employee
from making passive  business  investments or serving on the boards of directors
of civic groups or of other  businesses that do not compete with Employer or its
affiliates so long as such activities do not conflict with the written  policies
of Employer,  including any policies requiring the disclosure of such activities
or preclude Employee from performing his obligations pursuant to this Agreement;
provided,   however,  that  neither  Employer  nor  its  affiliates  shall  have
responsibility  or liability  for any such  activities  of Employee.  Employer's
written  policies  applicable  to  Employee  shall  contain  the same  terms and
conditions   generally   applicable  to  employees  of   comparable   levels  of
responsibility and compensation.

7. Securities Law Compliance

     7.1 Employee represents and warrants as follows:

     (a) no event,  act or omission has occurred  prior to the effective date of
this Agreement  (including without limitation any criminal conviction or failure
on  Employee's  part to contest  any  criminal  proceeding,  or any  judicial or
administrative decree or order by which Employee is bound or event affecting any
business  as to which  Employee  was a  director,  officer  employee  or service
provider)  which  would in any manner (i)  require  disclosure  pursuant  to the
provisions  of  Regulation  S-K  promulgated  under the  Securities  Act of 1933
regarding  disclosures of  "Involvement in certain legal  proceedings";  or (ii)
limit  Employee's  ability to serve as an employee of the publicly held company;
or (iii) occasion the concern of any Federal or State regulatory body (including
without limitation the Securities and Exchange Commission or any body with which
the  securities of the Employer may be listed)  regarding  Employee's  capacity,
qualification,  character or fitness,  or (iv) result in the refusal or inaction
of any provider of


                                       7
<PAGE>

directors and officers liability insurance and/or errors and omissions insurance
and/or fidelity insurance to include Employee within its coverage; and

     7.2 In  amplification  of 7.1  above,  except as  disclosed  in  writing to
Employer,  Employee has not been in any manner involved in any civil,  criminal,
judicial or regulatory proceeding involving any insurance or reinsurance broker,
agent, consultant or intermediary,  and/or any entity with responsibility of any
nature  or kind for the  auditing  of the  foregoing  or for the  monitoring  or
investment of the assets of the foregoing.

     7.3  Disclosure of Conflicts of Interest;  Abstention  from  Speculation in
Securities of Client

     (a) In order to avoid actual or apparent  conflicts  of interest,  Employee
shall take all necessary  actions to disclose to Employer any direct or indirect
ownership  or  financial  interest in any  company,  person or entity which is a
service provider to Employer,  an actual or intended client of the Employer,  an
insurer or reinsurer of the Employer or which is engaged in by the Employer.

     (b)While Employee is employed by Employer,  Employee shall abstain from any
direct or indirect  acquisition  of securities of the Employer or its clients or
customers  except as may be  specifically  approved in writing by Employer  upon
Employee's  prior  written  request,  and from  divulging  or  appropriating  to
Employee's own use or to that of others any secret,  confidential or proprietary
information  or knowledge  regarding the Employer,  its clients or customers for
the  purpose  of  speculation  in the  securities  of any of them.

     7.4 General  Requirements  Employee  shall  observe such  business  ethics,
premises  security and similar  Employer  requirements as may from  time-to-time
apply generally to employees  having  comparable  levels of  responsibility  and
compensation.

     7.5 Insider  Trading  Considering  that the Employer is a  subsidiary  of a
publicly-traded  corporation,  Employee  hereby agrees that Employee will comply
with any and all federal and state  securities laws including but not limited to
those  that  relate  to non  disclosure  of  information,  insider  trading  and
individual reporting requirements and shall specifically abstain from discussing
the Employer's business affairs with any individual who does not have a business
need to know such information for the benefit of Employer.

8.  Ownership  of Insurance Accounts,  Work Product,  Etc.

     Employee expressly agrees that: (a) any and all insurance business produced
or  transacted  by Employee  or  referred  to  Employee  by any entity;  (b) any
proposal which Employee may develop for the production,  transaction or referral
of any insurance business; and/or (c) any other work product produced by or work
performed by Employee while Employee is employed by Employer is and shall be the
permanent and exclusive property of Employer. The aforesaid


                                       8
<PAGE>

business,  proposals, work product and/or work shall be for Employer's exclusive
benefit  to use and  exploit,  or to decline to use or  exploit,  during  and/or
following the period of Employee's  services without:  (a) any claim or right by
Employee  to further  remuneration,  and/or  (b) any claim or right by  Employee
against Employer and/or any other entity.

9. Protection of Confidential Information

     9.1 Employee will not at any time, during or after the period of Employee's
employment,  divulge  or  appropriate  to  Employee's  own  use or to the use of
others,  any  secret,  confidential  or  proprietary  information  or  knowledge
regarding the Employer or its clients,  either  obtained by Employee or of which
Employee  becomes aware in any manner  whatsoever  during or in connection  with
Employee's services.

     9.2 Employee  acknowledges that the following constitute business assets of
the Employer which are confidential:  (a) the Employer's list of prior,  current
or proposed clients or accounts;  (b) information  regarding actual or potential
providers  of  insurance  or  reinsurance  to the clients of the  Employer;  (c)
information  regarding  actual or potential  wholesale or specialty  brokers who
assist or may assist in finding  insurance  or  reinsurance  for  clients of the
Employer;  and/or (d)  information  regarding the  structure  and  operations of
programs  of  insurance  for groups of  insureds.

10.  Protection  of Employer  Property All  records,  files,  manuals,  lists of
customers,  blanks, forms, supplies,  computer programs,  and/or other materials
furnished  to Employee by Employer  used by Employee on  Employer's  behalf,  or
generated or obtained by Employee  during the course of  Employee's  employment,
shall be and remain,  the property of Employer.  Employee  further  acknowledges
that this property is confidential  and is not readily  accessible to Employer's
competitors.   Upon   termination  of  employment   hereunder,   Employee  shall
immediately  deliver  to  Employer  or its  authorized  representative  all such
property, including all copies, remaining in Employee's possession or control.

11. Restrictive Covenant

     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 such customers and sources, 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 insurance programs,  or solicit any other employee to terminate its
relationship  with Employer,  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



                                       9
<PAGE>

competition  with  Employer.  However,  for the two (2) year period  immediately
following the Withdrawal from the Company, Employee may not:

     (i)  directly or indirectly  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) accept  compensation  in any form from 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;

     (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;

     (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  current  and  future
compensation,  including  salary increases  and/or bonuses  (including,  without
limitation,  Employee's  participation  in Employer's  Annual Incentive Plan) is
being paid in  consideration  for Employee's  promises to honor the  restrictive
covenants and confidentiality aspects of this Employment Agreement. 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.

12.  Advise of Counsel

Employee acknowledges that, in connection with this Agreement, Employee has been
advised to seek the advise of counsel and is now so advised.

13.  Covenant to  Cooperate  Employee  agrees to furnish  such  information  and
proper  assistance to Employer during and/or  following the period of Employee's
services as may  reasonably  be required  by  Employer  in  connection  with any
litigation,  regulatory or  administrative  investigation or proceeding in which
the Employer is or may become a party.

14.  Miscellaneous


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<PAGE>

     14.1 Definition of Affiliate The term "Affiliate", shall be defined for the
purpose of this Agreement to mean any entity directly or indirectly controlling,
controlled  by or under common  control  with the  Employer,  including  but not
limited to the parents, subsidiaries and/or associated entities of the Employer.

     14.2  Notice All  notices  and other  communications  that are  required or
permitted  to be given  under this  Agreement  shall be in writing  and shall be
deemed to have been duly given if hand  delivered  against  receipt,  or mailed,
registered or certified mail,  return receipt  requested,  postage  prepaid,  or
delivered by facsimile transmission as follows:

          To Employee at:

          Attention:

          To Employer at:              Kaye Insurance Associates, Inc.
                                       122 East 42nd Street
                                       Chanin Building
                                       New York, New York 10168
                                       Attention:   Bruce D. Guthart, President

          With a copy to:              Kaye Insurance Associates, Inc.
                                       122 East 42nd Street
                                       Chanin Building
                                       New York, New York 10168
                                       Attention:   Ivy Fischer, General Counsel


or to such other address as any party shall have  specified by notice in writing
to the others.

     14.3  Applicability of Agreement This Agreement shall apply with respect to
Employee's services on behalf of Employer and its affiliates.

     14.4  Counterparts  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

     14.5 Paragraph Heading The headings of Paragraphs of this Agreement are for
convenience  and  reference  only and  shall  not  affect  the  construction  or
interpretation of any of the provisions hereof

     14.6  Severability  of Agreement  Provisions It is the desire and intent of
the parties


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<PAGE>

that the  provisions  contained in this  Agreement  shall be  enforceable to the
fullest extent permitted by law. The invalidity and/or unenforceability in whole
or in part of any  provision  of this  Agreement  shall not  render  invalid  or
unenforceable  any other provision of this Agreement,  which instead will remain
in full force and effect.

     14.7 Scope of Agreement This Agreement contains the entire Agreement of the
parties  concerning its subject matter,  superseding all prior  representations,
agreements,  and understandings  between the parties with respect to the subject
matter  herein  and  supersedes  and  nullifies  all  prior  understandings  and
agreements  with respect to the subject  matter  hereof.  This  Agreement may be
changed only by a written instrument signed by both parties.

     14.8  Non-Assignability  of Agreement This Agreement may not be assigned by
Employee  without the prior  written  consent of  Employer,  and any  assignment
without such written consent shall be void and of no effect. Employer,  however,
shall have the right to assign  this  Agreement  which will then  remain in full
force and effect between the Employer and the assignee.

     14.9  Waiver of Breach Not a Waiver of  Subsequent  Breaches  The waiver by
Employer  or Employee  of any breach of this  Agreement  shall not operate or be
construed as a waiver of any subsequent breach.

     14.10 Right to Injunctive Relief Employee  acknowledges that damages at law
will be an  insufficient  remedy  for  Employer  in the event of a breach by the
Employee  of  paragraphs  8, 9, 10 and 11 of this  Agreement.  Therefore,  it is
agreed that in the event of any such breach or threatened  breach,  the Employer
and/or its affiliates  shall be entitled,  in addition to any other remedies and
damages  available at law or in equity, to an injunction to restrain such breach
or  threatened  breach  thereof by Employee,  his  partners,  agents,  servants,
employers and/or employees, and any other person(s) acting for or with Employee.
Employee  agrees  to pay any and all  reasonable  attorney's  fees and  expenses
incurred by the  Employer  and/or its  Affiliates  in  enforcing  any  covenants
contained in paragraphs 8, 9, 10 and/or 11.

Any rights or  remedies  of either  party  pursuant  to the  provisions  of this
Agreement  shall be in addition  to, and not in  substitution  of, any rights or
remedies otherwise available to either party by law.

     14.11  Construction.  The language used in this Agreement will be deemed to
be the language  chosen by the parties to express  their mutual  intent,  and no
rule of strict construction shall be applied against any party.

     14.12  Enforceability  This  Agreement  shall be governed  by and  enforced
according to

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<PAGE>


the laws of the  State of New  York  regardless  of its  place of  execution  or
performance.

IN WITNESS WHEREOF,  the parties hereto have executed this Agreement the day and
year first above written.

Witness                                        Employer


/s/ ILLEGIBLE                                  By: /s/ ILLEGIBLE
-------------------------------                    ---------------------------

Witness                                        Employee


                                                   /s/ ILLEGIBLE
-------------------------------                    ---------------------------


                                                                         5/25/99

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