Exhibit 10.8
                                           THIRD AMENDMENT
                                                   OF MANAGEMENT AGREEMENT

         THIS THIRD  AMENDMENT OF MANAGEMENT  AGREEMENT is made and entered into
as of January 1, 1998, by and between Milestone Properties,  Inc., ("Milestone")
and Concord Assets Group, Inc., ("Concord").

         WHEREAS,  Concord and  Milestone  entered into that certain  Management
Agreement  dated December 18, 1990,  which  Agreement  provided for Milestone to
undertake Management Services, as therein described,  on behalf of Concord for a
fee of $50,000.00 per month; and

         WHEREAS,  the parties to said Management  Agreement  agreed in February
1992,  that  Milestone  would provide  certain of its personnel to Concord,  for
which Concord would reimburse  Milestone based upon the hourly wage rate of such
employees,  and that  furthermore,  Milestone  was to provide  office  space and
general office services to Concord, for which Concord would reimburse Milestone;
and

         WHEREAS,  the  Management  Agreement  was  amended  by  Second  Amended
Management  Agreement  dated, as of January 1, 1993,  whereby the management fee
was reduced from  $50,000.00 per month to $25,000.00  per month and  established
the percentage for  reimbursement  for office space and general office services,
to be paid by Concord to Milestone,  at forty-nine (49%) percent of actual cost;
and

         WHEREAS,  the parties to the Management Agreement agreed in March 1995,
to reduce the management  fee from  $25,000.00 per month to $50,000.00 per annum
and to reduce the  percentage  of  reimbursement  for office  space and  general
office services from forty-nine  (49%) percent of actual costs to twelve and one
half (12-1/2%) percent of actual costs; and

         WHEREAS,  the  parties  to the  Management  Agreement  have  agreed  to
memorialize in writing these and further amendments to the Management Agreement.

         NOW THEREFORE in consideration of the services  rendered,  and the fees
previously established,  and other valuable consideration,  the receipt of which
is hereby acknowledged, the parties hereto do hereby agrees as follows:

1. The management fee established by the Management Agreement, is hereby reduced
from $50,000.00 per annum to $25,000.00 per annum.

2. The percentage of reimbursement  for office space and general office services
provided by Milestone to Concord is confirmed as reduced from  forty-nine  (49%)
percent  of actual  costs to twelve  and one half (12  1-/2%)  percent of actual
costs.

         Except as hereby  modified,  the  Management  Agreement,  as originally
established,  remains  unmodified as to its terms and conditions,  and is hereby
ratified and confirmed in all respects.

         IN WITNESS  WHEREOF the  undersigned  parties have hereby  entered into
this Agreement the date first above written.

                                  Milestone Properties, Inc.
WITNESSES:                        a Delaware corporation

                                  By:                                     
                                           Joseph Otto, Vice President


                                  Concord Assets Group, Inc.
                                  a New York corporation

                                  By:                                          
                                           Robert Mandor, President



<PAGE>




STATE OF FLORIDA

COUNTY OF PALM BEACH

         The foregoing  instrument was acknowledged before me this ______ day of
__________,  1999,  by Joseph Otto, as Vice  President of Milestone  Properties,
Inc., a Delaware  corporation,  on behalf of the  corporation.  He is personally
known to me or has produced a drivers license as identification.

                                                     NOTARY PUBLIC:

                                                     Sign:                     

                                                     Print:                     
                                               State of Florida at Large (SEAL)
                                                     My Commission Expires:    



STATE OF FLORIDA

COUNTY OF PALM BEACH

         The foregoing  instrument was acknowledged before me this ______ day of
__________,  1999, by Robert Mandor, as President of Concord Assets Group, Inc.,
a New York corporation,  on behalf of the corporation. He is personally known to
me or has produced a drivers license as identification.

                                                     NOTARY PUBLIC:

                                                     Sign:                     

                                                     Print:                    
                                                State of Florida at Large (SEAL)
                                                     My Commission Expires: