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                                                                 Exhibit 10.8.4

                                              CONSULTING AGREEMENT dated and
                                              effective as of August 2, 1999 by
                                              and between CUTCO INDUSTRIES,
                                              INC., a New York corporation,
                                              with offices at 6900 Jericho
                                              Turnpike, Syosset, New York
                                              11791 (the "Company") and MARVIN
                                              MARCUS, with an address at 45
                                              Cardinal Drive, East Hills, New
                                              York 11576 the "Consultant").

                               -------------------------

     Company desires to obtain the benefit of the services of Consultant as
an advisor and consultant in connection with relationships with franchisees
of Company; and

     Consultant desires to render such services to Company.

     NOW, THEREFORE, the parties agree as follows:

     1. TERM. Company hereby engages and retains Consultant, and Consultant
hereby agrees to render services as an advisor and consultant to Company, for
a term commencing on the date hereof and ending two months from the date
hereof (the "Consulting Term").

     2. SERVICES. The services to be rendered by Consultant on Company's
behalf shall consist of advice to Company's senior executives as may be
requested of Consultant from time to time during the Consulting Term with
respect to relationships with franchisees of Company, and telephone calls and
correspondence with franchisees of Company, as may be requested of
Consultant. Such advice shall be rendered at Company's place of business in
Syosset, New York during normal business hours.

     3. CONSULTING FEE; USE OF LEASED VEHICLES. (a) Consultant shall receive
a fee of $48,000 for all consulting services rendered pursuant to this
Agreement, with $32,000 being payable concurrently with the execution of this
Agreement and $16,000 being due and payable one month from the date hereof.
During the Consulting Term, Consultant, at the expense of Company, shall
continue to use Company leased vehicle provided for his use prior to
commencement of the Consulting Term.

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          (b) At the termination of the Consulting Term, Consultant, at his
expense, shall continue using the leased vehicle for his personal account,
and continue in effect insurance for the leased vehicle. Consultant shall, on
or before the due date of each monthly rental payment, pay an amount equal to
the rent payment to the Company. The Company shall make the rental payment
directly to the vehicle lessor. Each of the Company and Consultant shall
indemnify the other for any failure to carry out the preceding provisions of
this paragraph.

          (c) Upon no less than 45 days advance notice, the Company may
require the Consultant to surrender possession of the leased vehicle to the
Company at the end of any month for which Consultant made a payment to the
Company. In which event, upon surrender of the vehicle, all obligations of
the Consultant to maintain insurance and make payments equivalent to rental
payments under the vehicle lease shall terminate.

     4. REIMBURSEMENT OF EXPENSES. Company shall reimburse Consultant for any
reasonable out-of-pocket disbursements and expenses that Consultant may incur
in connection with the performance of its duties hereunder, subject to the
submission to Company of satisfactory documentation in support thereof.

     5. REIMBURSEMENT OF FEES AND EXPENSES OF COUNSEL. Company shall
reimburse Consultant, or pay directly, all reasonable legal fees and other
expenses paid or incurred by Consultant pursuant to any dispute between
Company and Consultant relating to this Agreement or seeking to enforce the
provisions of this Agreement, if Consultant is successful pursuant to a legal
judgment, arbitration or settlement.

     6. NON-COMPETITION AND SECRECY.

          6.1 NO COMPETING EMPLOYMENT. For the duration of the Consulting
Term and for one (1) year thereafter (such period being referred to
hereinafter as the "Restricted Period"), Consultant shall not, directly or
indirectly, own an interest in manage, operate, join, control, lend money, or
render financial or other assistance to or participate in or be connected
with, as an officer, employee, partner, stockholder, consultant or otherwise,
any individual, partnership, firm, corporation or other business organization
or entity that competes within the United States with Company; PROVIDED,
HOWEVER, that nothing in this Section 6.1 shall prohibit Consultant from
making

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a non-controlling passive investment in a corporation whose shares are
publicly traded.

          6.2 NO INTERFERENCE. During the Restricted Period, Consultant shall
not, whether for his own account or for the account of any other individual,
partnership, firm, corporation or other business organization (other than
Company), intentionally solicit, endeavor to entice away from Company, or
otherwise interfere with the relationship of Company with, any person who is
employed by or otherwise engaged to perform services for Company.

          6.3 SECRECY. Consultant recognizes that by reason of his prior
employment by Company and his rendering of services hereunder, he has and may
acquire confidential information and trade secrets concerning the operations
of Company, the use or disclosure of which could cause Company substantial
loss and damages which could not be readily calculated and for which no
remedy at law would be adequate. Accordingly, Consultant covenants and agrees
with Company that he will not at any time, except in performance of
Consultant's obligations to Company hereunder or with the prior written
consent of Company, directly or indirectly, disclose any secret or
confidential information that he may learn or has learned by reason of his
association with Company. The term "confidential information" includes,
without limitation, information not previously disclosed to the public or to
the trade by management of Company with respect to the services, trade
secrets and other intellectual property, systems, procedures, manuals,
confidential reports, financial information (including the revenues, costs or
profits associated with any, of its services), business plans, prospects or
opportunities of Company but shall exclude any information already in the
public domain. Notwithstanding anything to the contrary herein contained,
Consultant's obligation to maintain the secrecy and confidentiality of the
confidential information under this Section 6.3 shall not apply to any such
confidential information which is disclosed through any means other than as a
result of any act by Consultant constituting a breach of this Agreement or
which is required to be disclosed under applicable law.

          6.4 INJUNCTIVE RELIEF. Without intending to limit the remedies
available to Company, Consultant acknowledges that a breach of any of the
covenants contained in this Section 6 may result in material irreparable
injury to Company for which there is no adequate remedy at law, that it will
not be possible to measure damages for such injuries precisely and that,
in the event of such a breach or threat thereof, Company shall be entitled to
seek to obtain a temporary restraining order and/or a preliminary injunction
restraining Consultant from engaging in activities prohibited by this Section
6 or such other relief as may be required to specifically enforce any of the
covenants in this Section 6.

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     7. SEVERABILITY. If any provision of this Agreement, or the application
of such provision to any person or circumstance, is declared by any
arbitration panel or court of competent jurisdiction to be invalid or
unenforceable:

          (a) Such invalidity or unenforceability shall not affect the
remaining provisions of this Agreement or the application of such provisions
to persons or circumstances other than those to which it is held invalid or
unenforceable; and

          (b) If such invalidity or unenforceability is due to the court's
determination that the provision's scope is excessively broad or restrictive
under applicable law then in effect, the parties hereby jointly request that
such provision be construed by modifying its scope so as to be enforceable to
the fullest extent compatible with applicable law then in effect.

     8. ENTIRE AGREEMENT: SCOPE. This instrument contains the entire
agreement of the parties as to the subject matter hereof. No waiver or
modification hereof shall be valid unless in writing signed by the parties.
This instrument is independent of, and have no application to or effect upon,
the Termination Agreement and the options to purchase shares of common stock
of Company referred to therein.

     9. GOVERNING LAW. This Agreement shall be construed according to the
laws of the State of New York and shall be binding upon the parties hereto,
and their respective successors and assigns.

     10. JURISDICTION. Any legal action or proceeding with respect to this
Agreement shall be brought in the courts of the State of New York situated in
the City and County of New York, or of the United States of America for the
Southern District of New York, and, by execution and delivery of this
agreement, Company and Consultant hereby accepts for itself and himself, and
in respect of its or his property generally the exclusive jurisdiction of the
aforesaid courts. Company and Consultant hereby irrevocably waives, in
connection with any such action or proceeding, (a) any objection, including,
without limitation, any objection to the laying of venue or based on the
grounds of forum NON CONVENIENS, which it may now or hereafter have to the
bringing of any such action or proceeding in such respective jurisdictions and
(b) the right to interpose any noncompulsory set-off, counterclaim or
cross-claim. Company and Consultant irrevocably consents to the service of

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process of any of the aforementioned courts in any such action or proceeding
by the mailing of copies thereof by registered or certified mail, postage
prepaid, to it or him at the address set forth in the beginning of this
Agreement.

     IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to
be signed as of the day and year first above written.


                                 CUTCO INDUSTRIES, INC.

                                 By:
                                    -----------------------------------------
                                        Ron Oren
                                        President and Chief Executive Officer

                                        /s/ Marvin Marcus
                                 --------------------------------------------
                                 Marvin Marcus


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