Exhibit 10.8

                   AMENDMENT NO 2. TO THE EMPLOYMENT AGREEMENT
                                       OF
                               JONATHAN D. SIEGEL

         This Amendment (this "Amendment") dated as of August 8, 2001, is by and
between Sutton Online, Inc., a Delaware corporation with its principal offices
at 1000 Woodbury Road, Suite 214, Woodbury, New York 11709 ("Sutton") and
Jonathan D. Siegel, an individual residing at 84 East Shore Road, Huntington
Bay, New York 11743 ("Executive").

                              W I T N E S S E T H:

         WHEREAS, Sutton and Executive are parties to a certain Amendment to the
Employment Agreement of Jonathan D. Siegel dated as of August 1, 2001
("Amendment No. 1"); and

         WHEREAS, Sutton and Execution desire to further amend the Employment
Agreement (as such term is defined in Amendment No. 1) as to certain matters as
hereinafter set forth.

         NOW THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties agree as follows:

          1.      The parties agree that Section 4 of the Employment Agreement
is modified to change Executive's annual base salary from $360,000 to $240,000.

          2.      Except as expressly provided herein, all of the terms and
conditions of the Employment Agreement shall be unmodified and in full force and
effect.

                  IN WITNESS WHEREOF, the undersigned have executed this
Amendment on the day and year first above mentioned.


                                      Sutton Online, Inc.

                                      By: /s/ Gregory C. Frank
                                         ---------------------------------------
                                         Name: Gregory C. Frank
                                         Title: Chief Operating Officer


                                      EXECUTIVE

                                      By: /s/ Jonathan D. Siegel
                                         ---------------------------------------
                                         Jonathan D. Siegel