Exhibit 10.13

                                                         EMPLOYMENT AGREEMENT

                  THIS AGREEMENT (the  "Agreement")  effective as of January 11,
1999,  between ANDERSEN GROUP,  INC., a Delaware  Corporation,  (the "Employer")
with offices at 515 Madison  Avenue,  Suite 2000, New York, New York,  10022 and
PETER R.  BARKER  (the  "Executive"),  an  individual  residing at 108 East 96th
Street, New York, New York 10128.

         The Employer seeks to employ the Executive and the Executive has agreed
to enter into this Agreement.

         Now  Therefore,  the parties in  consideration  of the mutual  promises
herein contained hereby agree as follows:

1. Term of Services.  The  Executive's  "term of  employment," as this phrase is
used throughout this Agreement,  shall be for the two (2) year period  beginning
January  11,  1999 and ending  January 12,  2001  subject,  however,  to earlier
termination  for  either  "Cause"  (as  defined  below)  or not for  "Cause"  as
expressly provided herein.

2. Employment.  The Employer shall employ the Executive, and the Executive shall
serve, as Vice President and Chief Financial  Officer of the Employer during the
term of employment.



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         Subject to his election as such and without additional compensation, if
requested,  the Executive  agrees to serve during the term of employment in such
particular   additional   offices  of  comparable   stature  and  responsibility
consistent  with his  performance as Vice President and Vice President and Chief
Financial Officer of the Employer to which he maybe elected from time to time in
the Employer and its subsidiaries.  During the term of employment, except during
the  transition  period from  January  11, 1999  through  March 31,  1999,  (the
"Transition  Period")  during which the Executive  shall be permitted to wind up
the matters for which he has been responsible  prior to term of employment,  (i)
the  Executive's  services  shall be  rendered  on a  substantially  full  time,
exclusive  basis,  (ii) he will apply on a substantially  full time basis all of
his skill and experience to the  performance  of his duties in such  employment,
(iii) he shall have no other  employment and,  without the consent of a majority
of the members of the Employer's  Board of Directors  (the "Board"),  no outside
business  activities  that  require the devotion of  substantial  amounts of the
Executive's  time,  and  (iv)  unless  otherwise  specified  by the  Board,  the
Executive,  the  headquarters  for the  performance of his services shall be the
principal executive offices of the Employer in the greater New York metropolitan
area  (currently  located 515 Madison  Avenue,  Suite 2000,  New York,  New York
10022),  subject to such  reasonable  travel as the performance of his duties in
the business of the Employer may require.

         Except during the Transition Period, during the term of employment, the
Executive  shall not,  directly or indirectly,  render any services to any other
person, or acquire any interests of any type in any other person,  that might be
deemed in competition with the Employer or any of its subsidiaries or affiliates
or in conflict with his position as Vice President and Chief  Financial  Officer
of the Employer;  provided,  however,  that the foregoing shall not be deemed to
prohibit the Executive from (i)  acquiring,  solely as an investment and through
market  purchases,  securities  of any  corporation  that are  registered  under
Section  l2(b)  or  l2(g) of the  Securities  Exchange  Act of 1934 and that are
publicly  traded  so  long  as he is not  part  of any  control  group  of  such
corporation(s)  or  companies,  (ii)  acquiring,  solely as an  investment,  any
securities of a partnership,  trust,  corporation (other than a corporation that
has outstanding  securities covered by the preceding clause (i)) or other entity
so long as such entity is not,  directly or indirectly,  in competition with the
Employer or any of its subsidiaries or affiliates or (iii) serving as a director
of any  corporation  that is not in competition  with the Employer or any of its
subsidiaries or affiliates.

3.  Compensation.  The  Compensation  of the Executive shall be comprised of the
following components:  Base Salary;  Incentive  Compensation (Bonus);  Incentive
Stock  Options;  Other  Fringe  Benefits;  Severance;  the  Stock  Loan/Purchase
Program; and the Non-Qualified Stock Options.



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         3.1 Base  Salary.  The  Employer  shall  pay or cause to be paid to the
Executive  during  the term of  employment  a base  salary  of not less than the
annual rate of $150,000 (the "Base Salary"),  payable in accordance with current
practices of the  Employer,  as such  practices  may exist from time to time, it
being  understood and  acknowledged  by the Executive that currently the payment
practices of the Employer call for such payments to be made monthly in arrears.

         Due to the short term of the Executive's  employment as of February 28,
1999,  the Executive will not receive a full  compensation  review at that time.
Instead,  effective as of March 1, 1999, the Executive shall receive an increase
in his  Base  Salary  equal  to the  "standard  increase"  (an  amount  equal to
approximately 4% per annum) applied to the eligible payroll of the Employer.

         As of March 1, 2000, the  Executive's  Base Salary will be subject to a
full review by the  Employer  and the  Employer,  by action of the  Compensation
Committee of the Employer's  Board of Directors (the  "Compensation  Committee")
taken in its discretion,  may increase, but not decrease, the Base Salary at any
time and from time to time during the term of employment.

         3.2  Incentive  Bonus  Compensation  ("Bonus")  For  Fiscal  Year Ended
February  28,  1999.  In addition to the Base  Salary,  the  Executive  shall be
entitled to receive an annual  bonus for the  approximate  two (2) month  period
from  January  11,  1999  through  the end of the  Employer's  fiscal year ended
February 28, 1999 in the amount of $10,000.

         3.3 Incentive  Bonus  Compensation  For Fiscal Years Ended February 29,
2000 and  Thereafter.  In addition to the Base Salary,  the  Executive  shall be
eligible  to receive an annual  bonus (the  "Annual  Bonus") for the twelve (12)
month  period,  after  March 1, 1999 in an amount  equal to the  annual  rate of
fifteen  percent (15%) of the Base Salary in effect as of February 29, 2000. The
awarding of the Annual  Bonus shall be based upon the  Executive  achieving,  as
determined in the sole discretion of the Compensation Committee,  the Management
By Objective  ("Management by Objectives" or "MBO") goals (the "MBO Goals") that
have been  established for the Executive for the fiscal year by mutual agreement
between the Executive and the Employer.



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         Although  all of the MBO Goals for the  Executive  for the fiscal  year
ended  February  29,  2000  have not been  established,  the  Executive  and the
Employer agree that one of the  Executive's MBO Goals for such time period shall
be that  The J.  M.  Ney  Company  ("Ney"),  a  wholly-owned  subsidiary  of the
Employer,  in a manner acceptable to the Board, shall either: (a) have completed
an  acquisition  of a  business  that has  annual  revenues  of in excess of $15
million, or (b) have completed an initial public offering of the stock of Ney.

         3.4 Incentive Stock Option. In addition to the Base Salary the Employer
has an incentive  stock option plan ("ISO Plan")  currently in existence and the
Executive  shall be awarded  10,000 shares  pursuant to the terms and subject to
the  conditions  of the ISO Plan, as it exists from time to time, at the mean of
the Bid and  Asked  prices  of the  Employer  Common  Stock in  effect as of the
Executive's first day of work, currently scheduled to occur on January 11, 1999.

         3.5 Executives  Other Fringe  Benefits.  In addition to the Base Salary
the Employer shall receive such other fringe benefits ("Other Fringe  Benefits")
as the Employer may have in effect from time to time,  including  the  following
fringe benefits that are currently in effect for employees of the Employer: life
insurance,  disability insurance,  medical insurance and vacations in accordance
with the Employer's  standard policies relating thereto,  which policies,  as of
the  date  hereof,  currently  provide  for the  following  benefits  (it  being
acknowledge by the Executive that certain of these fringe  benefits will require
contributions from the Executive):

     A.  Life  Insurance.  $250,000  of term life  insurance  over and above the
$50,000 of term life insurance provided by the Employer's standard benefit plan.

     B.  Disability  Insurance.  Disability  insurance  pursuant to such plan of
disability  insurance that the Employer may have in effect from time to time for
employees of comparable status to the Executive.

     C. Medical  Insurance.  The CIGNA Plan Major Medical  (Approximately 75% of
the premiums for this  insurance  are  currently  paid for the  employees by the
Employer.)


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     D.  Vacation.  The  Standard  Vacation  Policy  of the  Employer  (and  the
exceptions, where applicable, for the Executive) is as follows:

     o Two Weeks Annual Vacation: during the first five (5) years of employment.
(In addition, the Executive shall receive one additional week during the initial
five (5) years of employment.)

     o Three Weeks Annual Vacation: during the next four (4) years of employment
(employment years six through nine).

     o Four Weeks  Annual  Vacation:  during the tenth  year of  employment  and
thereafter

     3.6 Severance.



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     A. No  Severance  If  Termination  Is For  "Cause"  By the  Employer  Or If
Termination Is By Executive's  Own Volition.  In the event of (i) termination of
the  employment of the Executive by the Employer for "Cause" (as defined  below)
or (ii)  termination  of the employment of the Executive by the Executive by his
own  volition,  there will be no severance  ("Severance")  payments and the Base
Salary  shall  be paid to the  Executive  to the  date  of  termination  and the
Executive shall not be entitled to receive any other form of  compensation  from
the Employer whether pursuant to this Agreement or otherwise;  provided however,
with respect to the Stock  Loan/Purchase  Program (described and defined below),
the rights and  obligations  of the parties  pursuant  to the various  documents
(including  the  provisions  in this  Agreement)  that relate to such program as
otherwise set forth herein (or in the other  documents  relating  thereto) shall
continue to be in full force and effect pursuant to their  respective  terms and
subject to their respective conditions notwithstanding such termination.

                  B.       Severance Paid If Termination of Executive Is Not For
                           "Cause" The  Executive  acknowledges  and agrees that
                           the  Employer  has and retains the right to terminate
                           the  Executive's  employment  not for "Cause." In the
                           event of the  termination  of the  employment  of the
                           Executive  by  the  Employer  not  for  "Cause,"  the
                           following provisions shall apply:

                                    i.  Severance  Paid  If  Termination  Occurs
                                    During   the   First    Contract   Year   of
                                    Employment.  In the event that  Executive is
                                    terminated  by the  Employer not for "Cause"
                                    during the First Contract Year, then in that
                                    event,  the Employer  shall pay  Executive a
                                    sum equal to:

                                            (A) 90 days of  Base  Salary  (which
                                            amount   shall  be  payable  to  the
                                            Executive in any event regardless of
                                            the  amount,  if  any,  of  the  Pay
                                            Differential, plus

                                            (B) the "Pay  Differential," if any,
(as defined and described below).

                                    "Pay  Differential"  (whether  for the First
                                    Contract Year or the Second  Contract  Year)
                                    shall mean and refer to the amount,  if any,
                                    by which the  amount of the Base  Salary (in
                                    accord with  paragraph (a) below) is greater
                                    than the amount of Other  Reportable  Income
                                    (in accord with paragraph (b) below):



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                                            (a) Base Salary:  the annual rate of
                                            the Executive's  Base Salary for the
                                            contract year in question either (i)
                                            the first  contract year (the "First
                                            Contract  Year")  from  January  11,
                                            1999 through January 10, 2000 or the
                                            second  contract  year (the  "Second
                                            Contract  Year")  from  January  11,
                                            2000 to January  10, 2001 (the First
                                            Contract   Year   and   the   Second
                                            Contract   Year   are   collectively
                                            referred  to as  "Contract  Year(s)"
                                            where applicable; and

                                            (b)  Other  Reportable  Income:  the
                                            Executive's  "reportable income" (as
                                            defined  by  the  Internal   Revenue
                                            Code)  from  all   sources  for  the
                                            Contract  Year in  question  whether
                                            such  "reportable  income"  has been
                                            paid   in   cash   or   is   accrued
                                            (including but not limited to income
                                            received by the  Executive  pursuant
                                            to this  Agreement)  (such income is
                                            referred   to   herein   as   "Other
                                            Reportable Income").

                                    In the event  that Other  Reportable  Income
                                    exceeds  the Base  Salary  for the  Contract
                                    Year in question,  then in that event, there
                                    is no Pay  Differential  and  the  Executive
                                    would only  receive  90 days Base  Salary as
                                    his Severance payment.

                                    ii.  Severance  Paid If  Termination  Occurs
                                    During   the   Second   Contract   Year   of
                                    Employment.  In the event that  Executive is
                                    terminated  by the  Employer not for "Cause"
                                    during the  Second  Contract  Year,  then in
                                    that  event,  the  Employer  shall  pay  the
                                    Executive a sum equal to:



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                                            (A) 90 days of  Base  Salary  (which
                                            amount   shall  be  payable  to  the
                                            Executive in any event regardless of
                                            the  amount,  if  any,  of  the  Pay
                                            Differential, plus

                                            (B) the "Pay  Differential," if any,
(as defined and described above).

                                    provided  however,  the  payment  of the Pay
                                    Differential  portion of the Severance  (but
                                    not the 90 days Base  Salary  portion of the
                                    Severance)   shall   be   conditioned   upon
                                    Executive's  obligation to mitigate  damages
                                    by  the  Executive   conducting  a  diligent
                                    search for employment after such termination
                                    and the payment of such amount shall be paid
                                    upon the  conclusion of the Contract Year in
                                    question.

     Timing of Severance Payments:  Regardless of whether the Severance is being
paid in connection with the First Contract Year or the Second Contract Year,

                                            (a) The 90 days of Base Pay  portion
                                            of the  Severance  shall  be paid to
                                            the Executive  upon the  termination
                                            date of the Executive.

                                            (b) The Pay Differential  portion of
                                            the Severance, if any, shall be paid
                                            after the close of the Contract Year
                                            in question  and then within 30 days
                                            after  the  Executive  supplies  the
                                            Employer with such  information  and
                                            documentation   as  are   reasonably
                                            required by the Employer in order to
                                            be able to determine the amount,  if
                                            any, of the Other Reportable  Income
                                            of the  Executive  for the  Contract
                                            Year in question.



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                                    Payments of Other Compensation Components In
                                    the Event of Termination  Not For Cause:  In
                                    the event of termination  not for Cause,  in
                                    addition to the Severance  described  above,
                                    the following shall apply:

                                            (a) The Executive  shall receive his
                                            Incentive Bonus  Compensation  which
                                            shall  be  determined  on the  basis
                                            that (i) all of the MBO  Goals  have
                                            been  achieved  but (ii) such amount
                                            shall be  prorated  to reflect  only
                                            that  portion  of  the  year  during
                                            which the  Executive was employed by
                                            the Employer.

                                            (b) The Incentive  Stock Option Plan
                                            only applies to  employees  and once
                                            the   Executive   ceases  to  be  an
                                            employee of the Employer  such plans
                                            cease to be in effect.

                                            (c) The  Non-Qualified  Stock Option
                                            Plan shall  terminate  to the extent
                                            the  vesting  requirements  have not
                                            been met at the time of termination.
                                            Executives  shall have  thirty  (30)
                                            days from the date of termination to
                                            exercise  the  non-qualified   stock
                                            options which have been vested.

         3.7 Stock Loan/Purchase Program: In order to effectuate this Agreement,
the Employer agrees, on a best efforts basis, to locate a block of 62,500 shares
of Common Stock of Employer ("Employer Common Stock") that is available for sale
by existing shareholder(s) of the Employer at a price of approximately $4.00 per
share. The Executive agrees with his own funds to purchase 12,500 shares of such
shares at a price of approximately  $4.00 per share purchase price. In addition,
the Employer  agrees to lend (the "Executive  Loan") the Executive  $200,000 for
the sole and only  purpose of the  purchase by the  Executive  of the  remaining
50,000  shares of Employer  Common  Stock from such third party  pursuant to the
following terms and conditions:

     A. Principal  Maturity Date: All of the $200,000 of the principal amount of
the  Executive  Loan shall be due and  payable  Two years from date of making of
such $200,000 Executive Loan;



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         B.       Interest Rate: Seven percent (7%) per annum;

         C.       Payment of Interest:  The  interest of seven  percent (7%) per
                  annum  shall  be  paid  quarterly  in  arrears  on the  unpaid
                  principal  balance  at the  end of the  third,  sixth,  ninth,
                  twelfth, fifteenth, eighteenth, twenty-first and twenty-fourth
                  months after the date of the Note.

         D.       Evidence  of  Obligation:  The  Executive  shall  execute  and
                  deliver a promissory  note (the  "Executive  Note") payable to
                  the Employer evidencing all of the terms and conditions of the
                  $200,000 loan being made to the Executive by the Employer.

         E.       Security:  The Executive shall pledge (the "Executive Pledge")
                  all the 62,500 shares of Employer Common Stock  (including the
                  12,500 shares of such stock acquired by use of the Executive's
                  own  funds) in order to secure the  payment  of the  Executive
                  Note pursuant to the terms and subject to the  conditions of a
                  standard  stock pledge  agreement  and such  Executive  Pledge
                  shall  be  perfected  so that  the  Employer  obtains  a first
                  priority  security interest in the such 62,500 shares pursuant
                  to the New York Uniform Commercial Code;

         F.       Executive Put:  Subject to compliance with applicable  federal
                  securities laws and any other  applicable  laws, the Executive
                  shall  be able,  on a dollar  for  dollar  basis,  to put (the
                  "Executive  Put") the shares of Employer  Common  Stock to the
                  Employer  in payment of the  Executive  Note at any time on or
                  prior to the maturity date of the  Executive  Note pursuant to
                  the following terms and conditions:



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                           (i) Executive Has Unlimited  Upside  Potential  Gain:
                           The Executive shall be entitled to receive and retain
                           all of the benefit of any appreciation that may occur
                           with respect to the 62,500 shares of Employer  Common
                           Stock   being   acquired   pursuant   to  the   Stock
                           Loan/Purchase  Program  and  if the  Employer  Common
                           doubles in value from,  for example,  $4.00 per share
                           to $8.00 per share, then in that event, the Executive
                           shall only be required to tender 25,000 shares of the
                           62,500 shares of Employer Common Stock so acquired by
                           the  Executive  in  order  to pay  off  the  $200,000
                           Executive Note and the Executive shall be entitled to
                           keep the remaining  37,500 shares of Employer  Common
                           Stock  free  and  clear  of  any  obligation  to  the
                           Employer.

                           (ii)  Executive  Has $50,000  Maximum  Downside  Loss
                           Risk:  The Executive  shall also bear the risk of any
                           decline in the value of the  Employer  Common  Stock,
                           but only to the maximum  extent of the  $50,000  that
                           Executive  pays for the  12,500  shares  of  Employer
                           Common Stock that the  Executive is  purchasing  with
                           his own funds.  That is to say, in the event that the
                           Employer  Common  Stock  declines in value from,  for
                           example,  $4.00  per share to $3.00  per  share,  the
                           Executive can extinguish all of his obligations under
                           the $200,000  Executive  Note by tendering all 62,500
                           shares of  Employer  Common  Stock  (together  with a
                           signed and  guaranteed  stock power  signed in blank)
                           even though the market value of the 62,500  shares of
                           Employer Common Stock so tendered by the Executive is
                           only $187,000.

                           (iii) Market Value of Stock:  The market value of the
                           Employer   Common  Stock  for  the  purpose  of  this
                           Executive  Put  shall be  determined  by  taking  the
                           average of the daily mean of the bid and asked  price
                           for such stock for the fifteen (15) days  immediately
                           preceding  the  business  day of the  sending  of the
                           notice  exercising the Executive Put of such stock by
                           the Executive.

                           (iv) Notice:  Notice of the  Executive's  exercise of
                           the  Executive  Put  shall be given  pursuant  to the
                           notice provision of this Agreement.



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                           (v) Put  Procedures:  In the event that the Executive
                           exercises the Executive Put by giving notice  thereof
                           pursuant to the notice  provisions of this Agreement,
                           the  Executive  shall tender such number of shares of
                           Employer  Common Stock  necessary to  extinguish  the
                           Executive Note and the Executive shall be entitled to
                           receive the remainder of the 62,500  shares  acquired
                           by the  Executive,  if any,  that  remain  after such
                           tender.  The  shares  of  Employer  Common  Stock  so
                           tendered  by the  Executive  shall  be  delivered  to
                           Employer  together with a stock power signed in blank
                           by the Executive (with his signature guaranteed), and
                           the  remaining   shares  of  Employer   Common  Stock
                           acquired by the Executive (being held pursuant to the
                           Executive   Pledge)   shall  be  released   from  the
                           Executive  Pledge and returned to the Executive  free
                           from  any  restriction,   lien  or  encumbrance.   In
                           addition, the original of the Executive Note shall be
                           marked "paid in full" by the Employer and returned to
                           the Executive.

         G.       Prepayment: The Executive may prepay the Executive Note either
                  in whole or part without  premium or penalty at any time prior
                  to the Maturity Date of the Executive Note;  provided however,
                  in the event  that of a partial  prepayment  of the  Executive
                  Note,  no shares of such stock held  pursuant to the Executive
                  Pledge shall be released to the Executive  until the Executive
                  Note is paid in full  pursuant to the terms and subject to the
                  conditions  hereof and upon the  occurrence of such payment in
                  full,  the number of shares of such stock so released from the
                  Executive Pledge shall be determined as set forth elsewhere in
                  this Agreement.

         (The provisions of this Section 3.6 of this Agreement shall be referred
to as the "Stock Loan/Purchase Program.")



<PAGE>


         3.8 Additional Incentive/Non-Qualified Stock Option: In addition to the
Base Salary, the Employer agrees to adopt a non-qualified stock option plan (the
"Non-Qualified  Stock  Option  Plan")  and,  as part of such plan,  to award the
Executive  non-qualified  stock options (the  "Non-Qualified  Stock Options") to
acquire  175,000  shares  of  Employer's  Common  Stock in  accordance  with the
following  table the ("NQSO  Table")  and  pursuant to the  following  terms and
subject to the following conditions (the "NQSO Terms and Conditions"):

                                                NQSO Table

Grant Amount               Strike Price              Vesting Market Price

 25,000                    $4.00                              $8.00
 50,000                    $6.00                              $10.00
 50,000                    $8.00                              $12.00
 50,000                    $10.00                    $14.00
-------
175,000

                                         NQSO Terms and Conditions

         A.       Vesting: In order for the Executive to qualify for the vesting
                  in  accordance  with the NQSO Table,  the  Employer  Stock bid
                  price (as  reported  on NASDAQ)  must be at or higher than the
                  Vesting Market Price stated in the NQSO Table for fifteen (15)
                  consecutive business days.

         B.       Grant  Date:  The  effective  grant date of the  Non-Qualified
                  Stock  Options  shall be the next  day  following  the date on
                  which the Employer  Stock price has been at the vesting  price
                  for the required fifteen (15) day period.

         C.       MBO Goal Must Be Met To Make NQSO Plan Effective:  In addition
                  to the foregoing  provisions,  the Non-Qualified  Stock Option
                  Plan shall not become  effective unless and until the Required
                  MBO Goal (as defined and described below) occurs.:



<PAGE>


                           The  "Required MBO Goal" shall mean and refer to Ney,
                           in a manner  acceptable  to the  Board,  either:  (a)
                           having  completed an  acquisition  of a business that
                           has annual  revenues of in excess of $15 million,  or
                           (b) having  completed an initial  public  offering of
                           the stock of Ney.

                  The Executive acknowledges and understands that the occurrence
                  of the  Required  MBO  Goal  relates  solely  and  only to the
                  effectiveness of the Non-Qualified  Stock Option Plan and that
                  other MBO Goals  may,  and  probably  will be  established  in
                  accordance  with the standard  practices of the Employer,  for
                  the  purpose of  determining  the  compensation  to be paid to
                  Executive  pursuant to the Incentive Bonus  Compensation  plan
                  discussed and described above.

         4.  Definition of "Cause" The Executive and the Employer agree that the
Employer may terminate  the  Executive  either for "Cause" or not for "Cause" at
any time during the term of this  Agreement  and the parties  agree that for the
purposes  of this  Agreement,  the term,  "Cause,"  shall  mean and refer to the
following:

     A.  Executive's  Conviction  of a Felony  (which,  through lapse of time or
otherwise, is not subject to appeal);

     B. Material  dishonesty or wrongful taking by the Executive  established to
the satisfaction of a majority of the Board;



<PAGE>


     C. Willful failure or refusal by the Executive  without proper cause (i) to
perform his obligations  under this Agreement or (ii) because of the Executive's
material  breach  without  proper cause of any of the covenants  provided for in
this Agreement or (iii) because of the Executive's  willful and repeated failure
or refusal without proper cause to follow the  instructions of the Board, all as
determined  by a majority of the Board.  Such  termination  as set forth in this
paragraph  C. shall be effected by notice  thereof  delivered by the Employer to
the  Executive  and shall be effective as of the date of such notice;  provided,
however,  that if (i) such termination  pursuant to this paragraph C. is because
of the  Executive's  willful  refusal without proper cause to perform any one or
more of his obligations under this Agreement, (ii) such notice is the first such
notice of  termination  for any reason  delivered  by Employer to the  Executive
hereunder  within any six (6) month period and (iii) within seven days following
the date of such notice the Executive  shall cease his refusal and shall use his
best  efforts  to  perform  such  obligations,  the  termination  shall  not  be
effective.

         5. Expense Reimbursement. Employer shall pay or reimburse the Executive
for all reasonable  expenses  actually  incurred or paid by the Executive during
the  term of  employment  in the  performance  of his  services  hereunder  upon
presentation  of  expense  statements  or  vouchers  or  such  other  supporting
information as Employer may reasonably require of the Executive.

         6. Indemnification. The Executive shall be entitled through the term of
employment  to the benefit of the  indemnification  provisions  contained on the
date hereof in the By-Laws of the Employer as the same may hereafter be amended,
and of any  indemnification  provisions  that  may  hereafter  be  added  to the
Certificate  of  Incorporation  of the  Employer,  to the  extent  permitted  by
applicable  law at the  time  of the  assertion  of any  liability  against  the
Executive.  The Executive shall also be entitled to the benefit of any Directors
and  Officers  Liability  Insurance  that the  Employer may elect to maintain in
effect  pursuant to the terms and subject to the conditions of such the policies
that evidence such coverage.

         7.  Mitigation of Damages.  In the event of the termination of the term
of  employment   by  the  Employer  not  for  "Cause,"  the   Executive   shall,
nevertheless,  be  required  to  mitigate  the  Executive's  damages  hereunder;
provided however,  the obligation of the Executive to mitigate damages shall not
apply to the 90 days Base Salary portion of the Severance  payments  required by
this Agreement.



<PAGE>


         8. Legal Costs. If either party  institutes any legal action to enforce
his or its rights under,  or to recover  damages for breach of, this  Agreement,
each party shall pay for his or its legal cost and expenses including  attorneys
fees.

         9.  Death and  Permanent  Disability.  In the event of the  Executive's
death or  permanent  disability,  the  Executive  shall  receive  such  payments
hereunder as shall be awarded to him by a majority of the Board as determined in
its sole and  complete  discretion  after taking into  consideration  all of the
relevant  circumstances.  The Board  decision in this regard  shall be final and
binding on the parties hereto.

         10. Office  Facilities and Services.  During the term of the employment
the Executive  shall be accorded such benefits and support  services,  including
but not limited to office facilities,  secretarial,  financial,  communications,
security and  transportation  services and other allowances as are determined to
be reasonable and necessary by the Board.

         11. Other Benefits. During the term of employment,  the Executive shall
remain  eligible  to  participate  in any plan or  program of the  Employer  now
existing or established  hereafter,  to the extent that he is eligible under the
general provisions thereof.

         12.      Protection of Confidential Information.



<PAGE>


         The Executive  acknowledges  that his  employment by the Employer will,
throughout  the term of  employment,  bring  him into  close  contact  with many
confidential  affairs  of  the  Employer,  including  information  about  costs,
profits, markets, sales, products, key personnel, pricing policies,  operational
methods,  technical  processes and other business  affairs and methods and other
information  not  readily  available  to  the  public,   and  plans  for  future
developments.  The  Executive  further  acknowledges  that  the  services  to be
performed under this Agreement are of a special, unique, unusual,  extraordinary
and  intellectual,  character.  The  Executive  further  acknowledges  that  the
business of the  Employer  is  international  in scope,  that its  products  are
marketed  throughout the world,  that the Employer competes in nearly all of its
business  activities with other  organizations  which are or could be located in
nearly  any part of the world and that the nature of the  Executive's  services,
position  and  expertise  are such  that he is  capable  of  competing  with the
Employer from nearly any location in the world. In recognition of the foregoing,
the Executive covenants and agrees:

         A.       That the Executive will keep secret all material  confidential
                  matters of the  Employer and will not  intentionally  disclose
                  them to anyone outside of the Employer, either during or after
                  the term of  employment  except  with the  Employer's  written
                  consent,  provided that (i) the  Executive  shall have no such
                  obligation  to the extent such matters are or become  publicly
                  known other than as a result of the Executive's  breach of his
                  obligations hereunder and (ii) the Executive may, after giving
                  prior written notice to the Employer to the extent practicable
                  under the  circumstances,  disclose such matters to the extent
                  required by applicable  laws or  governmental  regulations  or
                  judicial or regulatory process; and

         B.       That he will deliver  promptly to the Employer on  termination
                  of his  employment by the  Employer,  or at any other time the
                  Employer  may so  request,  at  the  Employer's  expense,  all
                  memoranda,  notes,  records,  reports and other documents (and
                  all copies thereof) relating to the Company's business,  which
                  he obtained while employed by, or otherwise  serving or acting
                  on behalf of, the  Employer  and which he may then  possess or
                  have under his control.

         C.       Hiring  Restrictions.  If the term of employment is terminated
                  pursuant  to this  Agreement,  for a period of two years after
                  such  termination  without  the consent of the  Employer,  the
                  Executive shall not employ,  and shall not cause any entity of
                  which he is an  affiliate  to  employ,  any  person  who was a
                  full-time  employee of the Employer or any of its subsidiaries
                  at the date of such  termination  or within six  months  prior
                  thereto.



<PAGE>


         D.       Specific Remedy. In addition to such other rights and remedies
                  as the  Employer  may have at equity or in law with respect to
                  any  breach  of this  Agreement,  if the  Executive  commits a
                  material  breach of any of the  provisions  of  Section 4, the
                  Employer  shall  have  the  right  and  remedy  to  have  such
                  provisions  specifically  enforced by any court having  equity
                  jurisdiction,  it being  acknowledged and agreed that any such
                  breach threatened breach will cause irreparable  injury to the
                  Employer  and that money  damages will not provide an adequate
                  remedy to the Employer.

         13. Ownership of Work Product.  The Executive  acknowledges that during
the  term  of  employment,  he may  conceive  of,  discover,  invent  or  create
inventions, improvements, new contributions,  literary property, material, ideas
and  discoveries,  whether  patentable  or  copyrightable  or  not  (all  of the
foregoing  being  collectively  referred to herein as "Work  Product")  and that
various  business  opportunities  shall be  presented  to him by  reason  of his
employment by the Employer. The Executive acknowledges that, unless the Employer
otherwise  agrees in writing,  all of the foregoing shall be owned by and belong
exclusively to the Employer and that he shall have no personal interest therein,
provided that they are either related in any manner to the business  (commercial
or experimental) of the Employer, or are, in the case of Work Product, conceived
or made on the Employer's  time or with the use of the Employer's  facilities or
materials,  or, in the case of business opportunities,  are presented to him for
the possible  interest or  participation  of the Employer.  The Executive  shall
further,  unless the Employer otherwise agrees in writing, (i) promptly disclose
any such Work Product and business opportunities to the Employer; (ii) assign to
the  Employer,  upon  request and without  additional  compensation,  the entire
rights to such Work  Product and business  opportunities;  (iii) sign all papers
necessary to carry out the foregoing;  and (iv) give testimony in support of his
inventorship or creation in any appropriate  case. The Executive  agrees that he
will not assert any rights to any Work Product or business opportunity as having
been made or acquired by him prior to the date of this Agreement except for Work
Product or business opportunities,  if any, disclosed to and acknowledged by the
Employer in writing prior to the date hereof.



<PAGE>


         14. Notices. All notices, requests,  consents and other communications,
required or  permitted to be given  hereunder,  shall be in writing and shall be
deemed  to have been  duly  given if  delivered  personally  or sent by  prepaid
telegram,  or mailed  first-class,  postage prepaid,  by registered or certified
mail, as follows (or to such other or  additional  address as either party shall
designate by notice in writing to the other in accordance herewith):

     A. If to the  Employer:  to the address set forth on the first page of this
Agreement.

     B. If to the Executive,  to him at his address on the personnel  records of
the Employer.

     15. General.

     A.  Governing  Law. This  Agreement  shall be governed by and construed and
enforced  in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed entirely in New York.

     B.  Captions.  The  section  headings  contained  herein are for  reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

     C. Entire  Agreement.  This Agreement  sets forth the entire  agreement and
understanding  of  the  parties  relating  to the  subject  matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral, between the parties

     D. No Other Representations.  No representation,  promise or inducement has
been made by either  party that is not embodied in this  Agreement,  and neither
party  shall be bound by or liable for any  alleged  representation,  promise or
inducement not so set forth.



<PAGE>


         E.       Assignability.  This Agreement, and the Executive's rights and
                  obligations  hereunder,  may not be assigned by the Executive.
                  the  Employer  may  assign  its  rights,   together  with  its
                  obligations,  hereunder in connection with any sale,  transfer
                  or  other  disposition  of  all  or  substantially  all of its
                  business  and assets;  and such rights and  obligations  shall
                  inure to, and be binding  upon,  any successor to the business
                  or substantially all of the assets of the Employer, whether by
                  merger,  purchase  of stock or assets or  otherwise,  and such
                  successor shall expressly assume such obligations.

         F.       Amendments;  Waivers. This Agreement may be amended, modified,
                  superseded,  cancelled,  renewed or extended  and the terms or
                  covenants hereof may be waived,  only by a written  instrument
                  executed  by both of the parties  hereto,  or in the case of a
                  waiver, by the party waiving compliance. The failure of either
                  party  at any  time or times  to  require  performance  of any
                  provision  hereof  shall in no  manner  affect  the right at a
                  later time to enforce the same.  No waiver by either  party of
                  the  breach  of  any  term  or  covenant   contained  in  this
                  Agreement, whether by conduct or otherwise, in any one or more
                  instances,  shall be deemed to be, or construed  as, a further
                  or  continuing  waiver of any such breach,  or a waiver of the
                  breach  of any  other  term  or  covenant  contained  in  this
                  Agreement.



<PAGE>


     G. Changes in Capital  Structure.  For all purposes of this Agreement,  (i)
all references to "shares" of the Employer  ----------------------------- Common
Stock shall mean the shares of the  Employer  Common  Stock as they exist on the
date hereof,  and all securities issued or exchanged with respect to such shares
upon any recapitalization,  reclassification,  merger, consolidation,  spin-off,
split, dividend, distribution,  subdivision or combination of such shares or the
like; and all references  regarding stock price  information  shall be equitably
adjusted  to take into  account  all events or  transactions  referred to in the
preceding  clause (i);  and (iii) if sales of the  Employer  Common Stock are no
longer reported on the Composite Tape, all references  herein to "as reported on
the  Composite  Tape"  shall  refer to as  reported  on the  principal  national
securities  exchange on which the Employer Common Stock is listed or admitted to
trading,  or, if the Employer  Common Stock is not listed or admitted to trading
on any national securities exchange,  as reported by the National Association of
Securities Dealers,  Inc. through NASDAQ or a similar  organization if NASDAQ is
no longer reporting such information or if not so reported, the sales price of a
share of the Employer Common Stock shall be equitably determined.

     H. Offsets.  the Employer shall be entitled to offset and deduct from those
payments due to the Executive  under this  Agreement  for money  borrowed by the
Executive from the Employer.

     [The Remainder of this Page  Intentionally Left Blank. The Next Page is the
Signature Page.]


<PAGE>


                  IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this
Agreement as of the date first above written.


                                            ANDERSEN GROUP, INC.


                                            BY: __________________________
                                                     Name: __________________
                                                     Title: ___________________


                                            ------------------------------
                                            PETER BARKER