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                                                                    Exhibit 10.8

                        EXECUTIVE COMPENSATION AGREEMENT

          This Agreement is made as of the 1st day of October, 2002, between THE
HAVANA GROUP, INC., a Delaware Corporation with its principal offices at 4450
Belden Village Street, N.W., Suite 406, Canton, Ohio 44718 (the "Company") and
Frederick C. Berndt, 13595 Congress Lake Road, Hartville, Ohio 44632 (the
"Executive").


                                    AGREEMENT

          In consideration of the mutual agreements set forth herein, the
parties, intending to be legally bound, agree as follows:

          1. Employment.

                   a) Position. The Company hereby agrees to employ Executive,
and Executive hereby accepts employment by the Company as Vice President

                   b) Performance. Except as set forth below, Executive agrees
to devote his full time, energies and attention to the performance of his duties
and functions hereunder, to exercise his best efforts, judgment, skills, and
talents exclusively in the business and affairs of the Company and, in the
performance thereof, to comply with the policies of and be subject to the
direction of the Board of Directors of the Company.

                   c) Responsibilities. Executive shall be responsible for the
duties assigned to him by the Board of Directors or by the Chief Executive
Officer of the Company with authority to assign duties and shall be subject and
report to the Board of Directors and/or any such other executive officer.
Executive is engaged to act as the Company's Vice President and shall perform
all of the usual duties inherent in such position(s) as well as such other
duties as may from time to time be delegated to him by the Board of Directors.



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2. Compensation.

                   a) Base Salary. The Company agrees to pay Executive and
Executive agrees to accept as compensation for all of his services, a base
salary payable in accordance with the Company's standard payroll policy at the
annual rate of $65,000; the base salary may be paid to the Executive in cash or
in the common Stock of the Company, at the election of the Company. In the event
that the Company elects to compensate the Executive in the common stock of the
Company, the Company will undertake to register such common stock under SEC Form
S-8 for this purpose. The Board of Directors or the Compensation Committee of
the Board of Directors shall review the Executive's performance on an annual
basis and shall determine, in its discretion, whether to increase the base
salary.

                   b) Bonuses. Executive shall be eligible to receive, in
addition to his base salary, an annual cash bonus under the Company's bonus
program for key management personnel administered by the Board of Directors or
the Compensation Committee of the Board of Directors under which a cash bonus
will be payable based upon the Company's performance and Executive's personal
performance, with a range of bonus from 0 to 50% of Executive's prior year's
base salary.

          3. Expenses. The Company shall pay or reimburse Executive during his
employment hereunder for all reasonable travel and other expenses incurred by
Executive in the performance of his duties and obligations hereunder upon
submission of appropriate supporting documentation.

          4. Benefit Plans. Executive shall be entitled to participate in all of
the Company sponsored employee benefit plans.



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          5. Vacation. Executive shall be entitled to at least two weeks of
vacation during each twelve-month period of his employment hereunder.

          6. Indemnification. The Company shall to the full extent permitted by
law and not inconsistent with the provisions of the Certificate of Incorporation
and By-laws of the Company indemnify Executive if Executive shall become, or
shall be threatened with becoming, a party to any action, suit, or proceeding by
reason of his acting as an officer, agent, or employee of the Company, and such
indemnification shall not be deemed exclusive of any other rights to which
Executive may be entitled as a matter of law or in accordance with any
agreement, document, instrument, or under any policy of insurance carried by the
Company and such indemnification shall survive termination of this Agreement.

          7. Confidential Information.

                   a) Executive acknowledges that the information, observations
and data regarding the Company and its subsidiaries obtained by him during the
course of his employment, either before or after the effective date of the
Agreement, are the property of the Company. Therefore, Executive agrees that he
will not disclose to any unauthorized person or use for his own account or for
the benefit of any third party (other than the Company and its subsidiaries) any
of such information, observations or data without the prior express written
approval of the Board of Directors of the Company. Notwithstanding the
foregoing, Executive may disclose information, observations or data to the
extent that (i) the same become generally known to and available for use by the
public other than as a result of acts or omissions to act by Executive in
violation of this paragraph 7 or (ii) such disclosure is required by law or
legal process. Executive agrees to deliver to the Company, at the termination of
his employment, all memoranda, notes, plans, records, reports and other
documents (and copies thereof) relating to the Company and its subsidiaries,
which he may then possess or have under his control, provided, however, that
Executive may retain copies of his director files, initial public offering files
and Company presentation files.

                   b) Except as may be otherwise provided in Paragraph 1,
Executive shall not during the term of this Agreement work for or otherwise
assist a business or organization, or invest in the securities (other than a
portfolio investment, including without limitation investment in mutual funds,
not exceeding 2% of outstanding securities of a firm listed on a national stock
exchange or traded in the Nasdaq Stock Market) of any other business or
organization, if such business or organization now is or shall then be competing
with the Company; provided, however, that Executive may serve on the board of
directors or the board of trustees of other businesses or organizations with the
approval of the Board of Directors of the Company.



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                   c) For a period of one year subsequent to the later to occur
of (I) the termination of Executive's employment with the Company, or (ii) the
termination of any consulting arrangement between the Company and Executive,
Executive shall not compete directly or indirectly be associated with, or act as
an independent contractor or consultant to, or be a director, officer, employee,
owner, or partner of, any other business or organization that competes with the
business of the Company as then conducted. Nothing contained herein will be
deemed to require the Company to enter into a consulting agreement with the
Executive upon termination of Executive's employment with the Company.

          8. Term and Termination.

                   a) Term. The term of this Agreement shall commence October
12, 2002 and shall terminate on December 31, 2004 unless earlier terminated as
provided in Section 8(b) below.

                   b) Termination.

                            (i) This Agreement and Executive's employment
hereunder may be terminated by the Company at any time
with Cause (as hereinafter defined) on 30 days' prior written notice.

                           (ii) This Agreement and Executive's employment
hereunder may be terminated by Executive on 30 days'
prior written notice upon the occurrence of any one of the following events: (A)
The failure of the Company to elect or reelect or to appoint or reappoint
Executive to the office of Chief Executive Officer; (B) A material change by the
Company in Executive's functions, duties, or responsibilities which change would
cause Executive's position with the Company to become of less dignity,
responsibility or scope from the position and responsibilities described in
Section 1 hereof; (C) The liquidation or dissolution, or consolidation, merger
or other business combination (including assumption of control by a shareholder
or consortium of shareholders) of the Company, or transfer of all or
substantially all of its assets, unless any such consolidation, merger or other
business combination does not adversely affect Executive's position or the
dignity or responsibilities of Executive, in Executive's judgment; and (0) Any
material breach of this Agreement by the Company.

                   c) Effect of Termination. Upon termination of this Agreement
neither party shall have any further obligation to the other party, except as
provided in Section 8(d) below and under the provisions of any outstanding stock
options held by Executive at the time of termination, and except that the
provisions of Sections 6 and 7(a) if applicable, shall survive termination of
the Agreement.



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                   d) Payments to Executive on Termination.

                            (i) In the event that this Agreement is terminated
by the Company without Cause or Executive
terminates this Agreement pursuant to Section 8(b)(ii), the Company shall pay in
a lump sum on the date of termination severance compensation to Executive in an
amount equal to the sum of Executive's salary and bonus paid in the prior fiscal
year.

                            (ii) In the event this Agreement expires and
Executive is not rehired in the same position under the
terms and conditions of a new executive employment agreement acceptable to
Executive and the Company, the Company shall pay in a lump sum on the date of
termination severance compensation to Executive in an amount equal to the sum of
Executive's salary and bonus paid in the prior fiscal year.

                            (iii) In the event Executive dies or becomes
disabled (as hereinafter defined) during the term hereof, the
Company shall pay severance compensation to Executive, or his estate, as the
case may be, severance compensation in the amount of the Executive's salary and
bonus paid in the year prior to the year in which Executive dies or becomes
disabled. Such severance compensation shall be paid in a lump sum as soon as
practicable following the date of death or disability.

                            (iv) In addition to the severance payment provided
in subparagraphs (i), (ii) or (iii) above, Executive's
participation in the Company-sponsored employee health benefit plan shall be
continued at Company expense for a maximum period of eighteen months so long as
Executive is alive and is not elsewhere earlier employed on a full-time basis.

                   e) Definitions. For the purposes of this Agreement:

                            (i) Cause shall mean acts of moral turpitude, and
the willful repeated or habitual neglect of
Executive's obligations under this Agreement, the misuse of corporate funds, the
gross failure to manage the business of the Company in accordance with normal
business practices, or the material breach of this Agreement.



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                            (ii) Disabled shall mean the physical or mental
inability of Executive to perform his duties hereunder
for a period of three consecutive months as determined by an independent
physician chosen by the Company and approved by Executive.

                            (iii) Fair Market Value of the Company's stock on
the applicable date shall mean the mean of the highest
and lowest quoted selling prices of such stock on the composite tape of the NASD
Bulletin Board (or such other market or exchange on which the Company's common
stock is then traded) on the applicable date, or if the Company's common stock
was not traded on such exchange on such date, on the next preceding date on
which the common stock was traded.

                   f) Replacement. Notwithstanding the above, the Board of
Directors, with the consent of Executive, may hire a replacement to serve as
Vice President of the Company. Executive shall assist in the orderly transition
of duties and responsibilities for such period as is mutually agreed upon by the
Company and Executive. During such transition period, Executive shall be
entitled to all benefits and compensation provided for herein. At the conclusion
of the transition period, Executive's employment with the Company shall cease.
Executive shall receive the severance compensation set forth in Section 8(d)(ii)
upon termination of his employment and shall be entitled to receive the health
plan benefits set forth in Section 8(d)(iv) thereafter.

          9. Change of Control: Executive's Stock Options.

In the event of the execution of an agreement of reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
the Company is not to be the surviving corporation or the execution of an
agreement of sale or transfer of all or substantially all of the assets of the
Company, then all of Executive's options to purchase common stock of the Company
outstanding at the time of the event and which were granted six months or more
prior to the event shall immediately become exercisable in full and upon the
written election of Executive given to the Company within 180 days of the event,
and the Company shall repurchase for cash all or any part of the options as
specified in the written election, at a price per share equal to the difference
between the Fair Market Value of the Company's stock on the execution date and
the option exercise price per share.


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          10. Miscellaneous.

                   a) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision.

                   b) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, the heirs and legal
representatives of Executive, and the successors and assigns of the Company,
except that Executive may not assign this Agreement or any of Executive's duties
or services hereunder.

                   c) No Waivers. The failure of either party to insist upon the
strict performance of any of the terms, conditions, and provisions of this
A9reement shall not be construed as a waiver or relinquishment of future
compliance therewith, and said terms, conditions, and provisions shall remain in
full force and effect. No waiver of any term or condition of this Agreement on
the part of either party shall be effective for any purpose whatsoever unless
such waiver is in writing and signed by such party.

                   d) Modification. This Agreement may not be changed, amended,
or modified except by a writing signed by both parties.

                   e) Notices. Any notice, request, demand, waiver, consent,
approval, or other communication which is required to be or may be given under
this Agreement shall be in writing and shall be deemed given only if delivered
to the party personally or sent to the party by registered or certified mail,
return receipt requested, postage prepaid, to the parties at the addresses set
forth herein or to such other address as either party may designate from time to
time by notice to the other party sent in like manner.

                   f) Governing Law. This Agreement constitutes the entire
agreement between the parties and shall be governed by and construed in
accordance with the laws of the State of Ohio applicable to agreements made and
to be performed solely within such state.

                   g) Headings. The section headings contained in this Agreement
are for reference purposes only and shall not be deemed to be a part of this
Agreement or to affect the construction or interpretation of this Agreement.


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


THE HAVANAGROUP, INC.                     EXECUTIVE


By:                                       By:
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Name: William L. Miller
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Title:
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