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                                                                 EXHIBIT 10.43.1


                             ARISTA INVESTORS CORP.
                                116 John Street
                            New York, New York 10038


January 21, 2000


Mr. Stanley S. Mandel
45 Sutton Place South
New York, New York 10022

Dear Stanley:

         This letter is intended to amend and restate Paragraphs 1, 2, 4 and 8
of that certain letter agreement, dated September 24, 1998 (the "Letter
Agreement"), between you and Arista Investors Corp., a Delaware corporation (the
"Company"), pursuant to which you are employed by the Company as President. All
terms not defined herein shall have the meanings ascribed to them in the Letter
Agreement.

         In connection with the foregoing, Paragraphs 1, 2, 4 and 8 of the
Letter Agreement are hereby deleted in their entirety and replaced by the
following sections effective as of October 1, 1999:

         "1.      EMPLOYMENT WITH THE COMPANY.

                  (a)      During the period commencing on the Effective Date
         and ending on the later to occur of (i) the second anniversary of the
         Effective Date, or (ii) the termination date of that certain
         Administrative Services Agreement between the Company and The Guardian
         (the "Administrative Services Agreement"), (hereinafter referred to as
         the "Employment Period"), you shall serve as President of the Company,
         subject to the terms and conditions specified herein; PROVIDED,
         HOWEVER, that the Employment Period shall terminate no later than the
         fifth anniversary of the Effective Date, subject to the conditions set
         forth in paragraph 2(b).

                  (b)      Notwithstanding anything contained herein to the
         contrary, in the event this Agreement is being terminated pursuant to
         either paragraph 1(a)(i) or 1(a)(ii) (the "Proposed Termination"), the
         Company or such successor or surviving corporation, at its sole option,
         shall have the right to elect to extend the Employment Period for up to

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         three additional one-year periods upon not less than sixty (60) days
         prior written notice mailed to you prior to the Proposed Termination;
         PROVIDED, HOWEVER, that the Employment Period shall terminate not later
         than the fifth anniversary of the Effective Date, subject to the
         conditions set forth in paragraph 2(b).

                  (c)      As President you shall assist, to the best of your
         ability, in the operation of the Company, which shall include, but
         shall not be limited to, the sale, promotion and development of the
         products and business of the Company. You shall have the powers and
         duties commonly ascribed to a senior executive officer of a corporation
         and shall report to and shall be responsible to the Board of Directors
         of the Company. During the Employment Period, the Board of Directors
         agrees to nominate you for election to the Company's Board of
         Directors.

                  (d)      Except during vacation periods or absences due to
         temporary illness, you shall devote such time as you reasonably deem
         necessary in order to perform your duties and responsibilities
         hereunder, but in no event shall you devote less than One Hundred and
         Twenty (120) days thereto during each twelve month period falling
         within the Employment Period. Nothing herein contained shall prevent or
         be construed as preventing you from engaging in the business of acting
         as a soliciting agent, broker or general agent on behalf of any other
         insurance company for the sale of life insurance, property and casualty
         insurance, or accident and health insurance, provided however, you
         shall not engage in the business of acting as a soliciting agent,
         broker or general agent on behalf of any other insurance company for
         the sale of statutory disability benefits insurance or any other
         insurance product currently administered or serviced by the Company, or
         hereafter offered, written, administered or serviced during the
         Employment Period by the Company or its affiliates. Nothing herein
         contained shall prevent or be construed as preventing you from holding
         or purchasing up to five (5%) percent of any class of stock or
         securities of any corporation which is listed on a national securities
         exchange or is regularly traded in the over-the-counter market, or from
         holding or making other investments in or from participating in any
         other business venture, so long as such investment or your
         participation in such business venture does not involve any conflict
         with your duties or obligations to the Company as provided in this
         Agreement."


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         "2.      COMPENSATION.

                  (a)      In consideration for services to be rendered by you
         hereunder during the Employment Period:

                           (i)      You shall receive a salary at the rate of
         One Hundred and Fifty Thousand Dollars ($150,000) per annum, which
         salary shall be subject to all applicable federal, state and other tax
         withholdings. Such salary shall be paid to you in twenty-six (26) equal
         bi-weekly installments, payable in arrears or on such other basis as
         other employees of the Company generally are paid;

                           (ii)     With respect to the period commencing
         January 1 of each fiscal year of the Company, commencing with the
         fiscal year beginning January 1, 1999, and ending on December 31st of
         each fiscal year or the portion of such fiscal year during which you
         are an employee of the Company (each a "Bonus Period"), the Company
         will pay to you as additional compensation no later than One Hundred
         Twenty (120) days after the end of such fiscal year, such bonus in
         light of your contributions to the Company's performance for such Bonus
         Period less the Advanced Bonus (as defined herein) previously paid to
         you for such Bonus Period. Such bonus shall be based upon a weighted
         formula to be determined by the Company's Board of Directors. The
         weighted formula referred to herein to be applied by the Board of
         Directors for the bonus to be paid by the Company to you for any Bonus
         Period will be equal to eight percent (8%) of the Company's annual
         earnings before income taxes from third party administration operations
         for such Bonus Period (the "Annual Bonus"), but in no event shall the
         Annual Bonus be less than $35,000.00. On or about January 1st of each
         Bonus Period, Thirty Five Thousand Dollars ($35,000) (the "Advanced
         Bonus") shall be paid to you as an Advanced Bonus. If the Annual Bonus
         is greater than $35,000, then you shall be paid the difference between
         the Annual Bonus calculated hereunder less the Advanced Bonus for such
         Bonus Period no later than One Hundred and Twenty (120) days after the
         end of such fiscal year. If the Annual Bonus calculated hereunder is
         less than or equal to the Advanced Bonus for such Bonus Period, no
         additional bonus shall be paid to you for such Bonus Period. As used
         herein, the term "earnings before income taxes from third party
         administration operations" shall mean the income of the Company's
         current operations before taxes and extraordinary or non-recurring
         items from third party administration operations for such Bonus Period.

                           (iii)    In recognition of your services to the
         Company, it is contemplated that the Company may, but shall not be
         obligated to, grant stock options to you to purchase shares of the
         Company's Class A Common Stock when, and if, determined by the Board of
         Directors of the Company.


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                  (b)      In the event this Agreement shall terminate in the
         manner contemplated in sub-paragraph 8(b)(v), the Company shall have
         the option, exercisable on sixty (60) days prior written notice, to
         advise you that the Company has elected to cause you not to engage in
         any activity described in sub-paragraph 8(a)(i) and 8(a)(ii) for a
         period of twelve (12) months following the date of such termination in
         consideration of the payment by the Company of the sum of One Hundred
         Eighty-Five Thousand Dollars ($185,000) to you, which payment shall be
         paid to you in twelve (12) equal monthly installments, payable on the
         first day of the month, commencing in the month subsequent to the month
         in which your employment with the Company terminates. In the event the
         Company fails to send such written notice to you, such failure shall be
         deemed to be an election by the Company not to require you to forebear
         from engaging in any of the activities described in sub-paragraph
         8(a)(i) and 8(a)(ii) from and after the date of such termination."

         "4.      REIMBURSEMENT OF EXPENSES.

                  (a)      The Company shall reimburse you for all reasonable
         expenses incurred in connection with the promotion of the business of
         the Company, including expenses for travel, entertainment and similar
         expenses incurred by you on the Company's behalf. No such reimbursement
         shall be made except upon the presentation by you of an itemized
         account of such expenses or other evidence thereof for which
         reimbursement then is being sought, all in form reasonably satisfactory
         to the Company.

                  (b)      The Company shall pay you the sum of Nine Thousand
         ($9,000) Dollars per annum for automobile costs and expenses in
         connection with the use of your automobile for Company business,
         payable in twelve (12) equal monthly installments payable on the first
         (1st) day of each month falling within the Employment Period.

                  (c)      The Company shall provide a Five Thousand Dollar
         ($5,000) nonallocated expense allowance for expenses incurred by you in
         carrying on the business of the Company for each twelve (12) month
         period falling within the Employment Period, payable in twelve (12)
         equal monthly installments on the first (1st) day of each month falling
         within the Employment Period."

         "8.      RESTRICTIVE COVENANTS.

                  (a)      You hereby acknowledge and recognize the highly
         competitive nature of the Company's business and, accordingly, agree
         that, in consideration of the premises contained herein, you will not
         during the Employment Period and thereafter until the Designated Date
         (as hereinafter defined): (i) directly or indirectly engage in any


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         Competitive Activity (as hereinafter defined), whether such engagement
         shall be as an officer, director, employee, consultant, agent, lender,
         stockholder, or other participant; or (ii) assist others in engaging in
         Competitive Activity. As used herein, the term "Competitive Activity"
         shall mean and include the development and marketing of and all
         activity involving the sale, administration or servicing of statutory
         disability benefits insurance or any other insurance product, then
         offered by the Company or by any subsidiary of the Company during the
         calendar year immediately preceding the termination of your employment
         hereunder, and any other activity prohibited under paragraph 1(d)
         hereof.

                  (b)      As used in this paragraph 8, the "Designated Date"
         shall mean any of the following dates:

                           (i)      in the event you willfully terminate your
         employment with the Company in violation of this Agreement prior to the
         expiration of the Employment Period, the term "Designated Date" shall
         mean the one (1) year anniversary of the date of such termination; or

                           (ii)     in the event the Company terminates your
         employment under this Agreement for Cause, the term "Designated Date"
         shall mean the one (1) year anniversary of the date of such
         termination; or

                           (iii)    in the event the Company terminates your
         employment without Cause, the term "Designated Date" shall mean the
         date of such termination; or

                           (iv)     in the event of any consolidation or merger
         of the Company into or with another corporation during the Employment
         Period, and the Company is not the surviving entity, or the sale of all
         or substantially all of the assets of the Company to another
         corporation during the Employment Period, or in the event that fifty
         (50%) percent or more of the voting common stock of the Company shall
         be owned by one or more individuals or entities, who are acting in
         concert or as part of an affiliated group (other than a group one of
         the members of which is you), at any time during the Employment Period,
         and this Agreement is terminated by the Company or any successor or
         surviving corporation, the term "Designated Date" shall mean the one
         (1) year anniversary of the date of such termination; or

                           (v)      subject to the provisions of sub-paragraph
         2(b) hereof, in the event this Agreement terminates at the end of the
         term of the Employment Period, the term "Designated Date" shall mean
         the date of such termination or the twelve (12) month anniversary of
         the date of such termination, as the case may be.

                  It is the desire and intent of the parties that the provisions
         of this paragraph 8 shall be enforced to the fullest extent permissible
         under the laws and public


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         policies applied in each jurisdiction in which enforcement is sought.
         Accordingly, if any provision of this paragraph 8 shall be adjudicated
         to be invalid or unenforceable in any such jurisdiction, such provision
         of this paragraph 8 shall be deemed amended to delete therefrom the
         portion thus adjudicated to be invalid or unenforceable, such deletion
         to apply only with respect to the operation of such provision of this
         paragraph 8 in the particular jurisdiction in which such adjudication
         is made. In addition, if the scope of any restriction contained in this
         paragraph 8 is adjudicated to be too broad to permit enforcement
         thereof to its fullest extent, then such restriction shall be enforced
         to the maximum extent permitted by law and you hereby consent and agree
         that such scope may be judicially modified accordingly in any
         proceeding brought to enforce such restriction.

                  (c)      In the event of a breach or threatened breach by you
         of the provisions of this paragraph 8, the Company shall be entitled to
         an injunction restraining you from such breach. Nothing herein
         contained shall be construed as prohibiting the Company from pursuing
         any other remedies available for such breach or threatened breach or
         any other breach of this Agreement."

                  Notwithstanding the foregoing restatements of Paragraphs 1, 2,
4 and 8 of the Letter Agreement, all other provisions of such Letter Agreement
shall continue in full force and effect.


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                  If the foregoing correctly reflects our understanding, please
so indicate by signing in the space provided. ARISTA INVESTORS CORP.


                                        By: /s/ Susan Hall
                                           -------------------------------------
                                           Susan Hall, Senior Vice President
                                             and Treasurer


Accepted and Agreed to:


/s/ Stanley S. Mandel
-------------------------------------
Stanley S. Mandel


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