TRADEMARK LICENSE AGREEMENT

                                                                    Exhibit 10.8

                           TRADEMARK LICENSE AGREEMENT
                           ---------------------------

         THIS AGREEMENT made and entered into as of the 18th of March, 1985 by
and between RAYMARK INDUSTRIES, INC. ("Raymark"), a Connecticut corporation, 100
Oakview Drive, Trumbull, Connecticut 06611, and Brake Systems, Inc. ("BSI"), a
Connecticut corporation, 75 East Main Street, Stratford, Connecticut 06497.

                                   WITNESSETH
                                   ----------

         WHEREAS, Raymark manufactures and/or sells through its Brake Systems
Division a complete line of dry brake friction products for on-highway vehicles
("Friction Products") including, without limitation, brake linings, relined
brake shoes, disc brake pads and brake blocks and a complete line of hydraulic
brake products ("Hydraulic Brake Products") including, without limitation, new
and remanufactured master cylinders; wheel cylinders for drum brake systems;
brake drums; hubs and rotors (new and remanufactured) for disc brake systems;
calipers for disc brake systems; drum brake, disc brake, wheel cylinder, caliper
and master cylinder repair kits; brake hose; brake cable; brake hardware; brake
fluid; rivets; brake tools and equipment; springs; push-rods and pistons for
hydraulic clutch master cylinder assemblies and repair kits therefor; and
hydraulic clutch slave assemblies and repair kits therefor; and

         WHEREAS, Raymark manufactures and sells through its Industrial Division
a variety of dry and wet friction products ("Industrial Friction Products")
including, without limitation, automatic transmission parts, compressed sheet
resins, oil-emersed friction products, adhesives, sintered metal products,
molded and woven clutch facings, plastic products, industrial brake linings and
other industrial friction material; and

         WHEREAS, Raymark is the owner of the trademark RAYBESTOS which it uses
in connection with the manufacture and/or sale of Friction Products, Hydraulic
Brake Products and Industrial Friction Products; and





         WHEREAS, Raymark and BSI have entered into an Agreement relating to the
sale to BSI of certain assets of the Brake Systems Division; and

         WHEREAS, Raymark is willing to license BSI and Raybestos Canada, Inc.
(hereinafter BSI shall mean Brake Systems, Inc. and/or Raybestos Canada, Inc.,
and Raybestos Canada, Inc. shall be bound by all of the terms, conditions and
covenants of this Agreement) to use the trademark RAYBESTOS on and in connection
with the manufacture and sale of Friction Products and Hydraulic Brake Products
on the terms and conditions hereafter set forth;
         NOW, THEREFORE, in consideration of the mutual covenants hereafter set
forth, the parties agree as follows:

         1. Grant
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         Subject to the terms and conditions of this Agreement, Raymark hereby
grants to BSI an exclusive, royalty-free, world-wide (except for the countries
listed in Exhibit A) license to manufacture, have manufactured, use and sell
products for on-highway vehicles bearing the trademark RAYBESTOS as follows: (i)
Hydraulic Brake Products now existing or subsequently developed; (ii) Friction
Products now existing or subsequently developed from existing materials for
on-highway vehicles in Classes I-VI, motorcycles and racing cars; (iii) Friction
Products for on-highway vehicles in Classes VII and VIII which are sold only
through automotive warehouse distributors; and (iv) new products made with
subsequently developed brake materials for use in friction products for
on-highway vehicles in Classes I-VI, motorcycles and racing cars, and on-highway
vehicles in Classes VII and VIII sold only through automotive warehouse
distributors ("New Products").

         BSI shall not use and/or advertise the trademark RAYBESTOS in
association with any products or services other than (i) Hydraulic Brake
Products, (ii) Friction Products, and (iii) New Products, as above defined.



                                        2


         BSI shall have the right to use the trademark RAYBESTOS in connection
with the advertising, promotion, distribution, and sale of such products bearing
the trademark RAYBESTOS including, without limitation, on cartons and boxes, in
advertisements, on signs and in catalogs and brochures. It is agreed that BSI
may use the trademark RAYBESTOS in association with Hydraulic Brake Products,
Friction Products and/or New Products in advertisements, brochures, and catalogs
which contain other trademarks and products associated with such other
trademarks, provided that RAYBESTOS brand products are segregated from other
brand products and BSI adheres to the provisions of the preceding paragraph and
the second paragraph of Section 4.

         2. Quality Standards
            -----------------

         BSI agrees that the quality standards of Hydraulic Brake Products
identified by the trademark RAYBESTOS will be equal to the quality standards of
the Hydraulic Brake Products currently sold by Raymark. BSI agrees that the
quality standards of Friction Products and New Products identified by the
trademark RAYBESTOS will be equal to the quality standards of Friction Products
manufactured by Raymark at the date hereof.

         BSI shall, upon request of Raymark, submit a reasonable number of
samples of Hydraulic Brake Products, Friction Products and New Products as
manufactured under the trademark RAYBESTOS and shall, at all reasonable times,
permit Raymark or its authorized agent to examine the finished products
manufactured under the trademark RAYBESTOS by or for BSI and all quality control
test data pertaining thereto, in order that Raymark may determine whether such
products conform to the quality standards established by Raymark.

         3. Term
            ----

         This Agreement shall be effective at the date hereof and continue
indefinitely, provided, however, that chronic inability or failure on the part
of BSI to meet the quality standards