EMPLOYMENT AGREEMENT


     AGREEMENT  made  as  of  February  2,  1998,   between  PROGRAM   BROKERAGE
CORPORATION ("Employer"),  with offices 122 East 42nd Street, New York, NY 10168
and Marc Cohen ("Employee").

     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 and Employee  hereby
accepts such employment under the terms and conditions hereinafter contained.

     2.  Term

     2.1 Employer   and Employee  acknowledge  that  Employer is an "employee at
will" and that Employer may terminate this  Agreement for any reason,  or for no
reason, at any time in accordance with the notice provisions set forth herein.

     2.2 The  employment of Employee  hereunder  and the Term of this  Agreement
(the "Term") shall commence on the date hereof,  and shall continue until either
party gives ten (10) days  notice to the other,  in  accordance  with the notice
provisions set forth herein.

     2.3 Notwithstanding  the above,  Employer shall have the right to terminate
this Agreement for cause at any time without notice. As used herein, cause shall
mean:

          (a) Loss or suspension of any license  required for the performance of
     Employee's duties;

          (b) Conviction of any criminal offense,  whether or not related to the
     performance of Employee's duties;

          (c) Violation of any law or  regulation  applicable to the Employer in
     the course of its business and/or to Employee while  fulfilling  Employee's
     obligations under this Agreement.

          (d) Failure or  inability  to perform  any  material  duties  required
     hereunder  where said  non-performance  remains  uncorrected  ten (10) days
     after the Employer gives notice of such non-performance;


<PAGE>

          (e)  Any  action  whether  occurring  on or off  the  premises  of the
     Employer  which  causes  or may  reasonably  be  anticipated  to cause  the
     Employer to be held in disrepute or to incur adverse publicity;

          (f) Willful  misconduct  or gross  negligence  in the  performance  or
     non-performance of the Employee's obligations under this Agreement;

          (g) Any  misrepresentation  or  violation  of the  obligations  of the
     Employee under this Agreement.

     3. Duties Employee agrees: (a) to devote Employee's full time business time
and  effort to the  furtherance  of the  business  of  Employer;  (b) to perform
faithfully and to the best of his/her  ability all  assignments of work given to
Employee by  Employer  consistent  with  Employee's  qualifications,  status and
experience;  (c) to abide by Employer's written policies and procedures,  and by
such other policies and procedures of which  Employee has received  notice;  and
(d) 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.

     4. Compensation/Benefits

     4.1 In full  consideration of Employee's  obligations and performance under
this Agreement,  Employer agrees to pay Employee an annual salary of $250,000.00
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 Employee may participate,  in Employer's  employee  insurance and other
benefit plans, in accordance with the provisions of such plans, unless otherwise
specifically  provided in such plans. The Employer  reserves the right to amend,
terminate and/or suspend such benefits generally.

     5. Representation and Warranties

     5.1  Employee  warrants  that he/she has full power and  authority to enter
into  this  Agreement  and  that  such  act,  and  the  performance  of  his/her
obligations   hereunder   will  not  conflict  with  any  other   agreements  or
undertakings  to which  he/she is a party or to which  he/she is bound,  or give
rise to any claim or  proceeding  against  Employer,  and that he/she will fully
indemnify  Employer  and  hold it  harmless  from and  against  any and all such
claims,  charges  or  liabilities,  including  reasonable  attorney's  fees  and
disbursements incurred by Employer in connection therewith.

     5.2  Employee  represents  and  warrants  that to the  extent  that  he/she
heretofore received any proprietary,  confidential or privileged  information of
any third party,


                                       2
<PAGE>

Employee is  instructed  and agrees to keep such  information  in  confidence in
fulfillment of his/her legal,  ethical  and/or  contractual  obligations to such
third  party.  Employer  neither  requests  nor desires any  disclosure  of such
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.

     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/her  obligations  pursuant to this
Agreement;  provided,  however,  that neither  Employer nor its affiliates shall
have responsibility or liability for any such activities of Employee.

     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  employer 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


                                       3
<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.

     7.5 Insider  Trading  Considering  that the  Employer is 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


                                       4
<PAGE>

Employer. The aforesaid 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 Employees possession or control.

     11. Restrictive Covenant

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



                                        5
<PAGE>

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

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

(v) 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.  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

     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:



                                       6

<PAGE>

           To Employee at:      130 Peach Drive
                                Roslyn,  NY 11576
                                Attention:  Marc Cohen

           To Employer at:      Kaye Insurance Associates,  Inc.
                                122 East 42nd Street
                                Chanin Building
                                New York, New York 10168
                                Attention: Carmin de Cespedes
                                Director of Human Resources

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

                                       7
<PAGE>


     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 hereby  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/her 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  Enforceability  This  Agreement  shall be governed  by and  enforced
according  to 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 in New York,
New York the day and year first above written.

Witness                                        Employer


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

Witness                                         Employee


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

                                       8