CONSULTING AGREEMENT

     AGREEMENT, dated as of January 1, 1999, by and between Acorn Holding Corp.,
a  Delaware   corporation   (the   "Corporation"),   and  Paula   Berliner  (the
"Consultant").

                                R E C I T A L S :

     A.  WHEREAS,  the  Corporation  and  Consultant  entered into an employment
agreement,   dated  as  of  January  17,  1996,  as  amended  (the   "Employment
Agreement"),  pursuant to which  Consultant  was employed as an executive of the
Corporation to the Corporation;

     B. WHEREAS,  the  Corporation and the Consultant are desirous of converting
their relationship to that of a consultative nature; and

     C.  WHEREAS,   the  Corporation  and  Executive  desire  to  supersede  the
Employment Agreement and to enter into a this consulting agreement, on the terms
and conditions set forth herein.

     In  consideration  of the mutual  promises  herein  contained,  the parties
hereto hereby agree as follows:

     1.   Engagement.

     1.1. General. The Corporation hereby engages Consultant and the Corporation
hereby  accepts  such  engagement,  subject to the terms and  conditions  herein
contained.

     1.2. Availability.  Throughout the Engagement Period (as defined In Section
3.1  hereof),  the  Consultant  will  make  himself  reasonably  available  as a
consultant  to Chief  Executive  Officer  of the  Corporation  and to such other
persons as designated by the Chief Executive  Officer.  The Consultant will from
time to time render such advice and  consultation to the Corporation and at such
time and place and in such manner (whether by in-person  conference,  telephone,
correspondence  or otherwise) as the  Corporation may reasonably  request,  upon
reasonable notice.

     2. Compensation.

     2.1. Compensation.  For all services to be rendered by the Consultant under
this Agreement,  the Corporation  agrees to pay the Consultant  $22,500 per year
(the "Compensation")  during the Engagement Period,  payable monthly at the rate
of $1,875 per month on the first day of each month  commencing  January 1, 1999.
The  Corporation  recognizes that the Consultant will be rendering more services
during  certain  periods of time than  others,  so that the payment  schedule is
based on convenience  of payment  rather than  reflecting the scope of work done
during any particular time period.

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     2.1.1  Adjustments  in  Compensation.  Commencing on January 1, 1999 and on
each  January 1  thereafter  during  the  Engagement  Period  (or any  extension
thereof),  the Compensation  shall be increased by that  percentage,  if any, by
which the Consumer  Price Index  published by the United  States Bureau of Labor
Statistics as the same is in effect on the date of this Agreement.

     2.2.  Expenses.  The  Corporation  will promptly  reimburse  Consultant for
expenses she reasonably  incurs in connection with the performance of her duties
(including  business  travel  and  entertainment  expenses)  hereunder,  all  in
accordance with the Corporation's  policy with respect thereto as in effect from
time to time.

     3. Engagement Period; Termination.

     3.1.  Engagement  Period.   Consultant's   engagement  by  the  Corporation
hereunder  shall  commence on the date hereof and shall  continue until December
31,  2001  (the  "Initial  Period");  provided,  however,  that the term of this
engagement shall be automatically  extended by an additional  period of one year
commencing  as of December  31, 1999 and each  December 31,  thereafter,  unless
Consultant or the  Corporation  shall elect by written notice to the other given
no later than  September 30 of such  calendar  year that she or it does not wish
the term of this Agreement to be so extended (the Initial  Period  together with
any subsequent  consulting  period being  referred to herein as the  "Engagement
Period").  The  Engagement  Period  may be  terminated,  prior to its  scheduled
expiration  date,  as provided in Section 3.2 hereof.  Upon  termination  of the
Engagement  Period  pursuant to Sections 3.2.1 through 3.2.6 hereof,  inclusive,
Consultant  will be released from any duties  hereunder  (except as set forth in
Section 4 hereof) and the  obligations of the  Corporation to Consultant will be
as set forth in Section 3.3 hereof.

     3.2. Events of Termination.  The Engagement  Period will terminate upon the
occurrence of any one or more of the following events:

     3.2.1.  Death. In the event of Consultant's  death,  the Engagement  Period
will terminate on the date of her death.

     3.2.2.  Voluntary  Resignation.  In the  event  of  Consultant's  voluntary
resignation  during the Engagement  Period, the Engagement Period will terminate
on the effective date of such resignation.

     3.2.3. Disability.  In the event of Consultant's Disability (as hereinafter
defined),  the  Corporation  will have the option to  terminate  the  Engagement
Period by giving a Notice of Termination (as defined in Section 3.4.3 hereof) to
Consultant.  The Notice of  Termination  shall specify the date of  termination,
which  date  shall not be  earlier  than  thirty  (30) days  after the Notice of
Termination is given.  For purposes of this  Agreement,  "Disability"  means the
inability of Consultant for 180 consecutive  days to  substantially  perform her
duties hereunder as a result of a physical or mental illness,  all as determined
in good faith by the Board of the Corporation.

     3.2.4. Cause. The Corporation may, at its option,  terminate the Engagement
Period for "Cause"  based on  objective  factors  determined  in good faith by a
majority  of the  Board  of  the  Corporation,  as  set  forth  in a  Notice  of
Termination to Consultant specifying the reasons for termination and the failure
of the  Consultant  to cure the same within ten (10) days of her  receiving  the
Notice of Termination;  provided, that in the event the Board of the Corporation
in good  faith  determines  that  the  underlying  reasons  giving  rise to such
determination  cannot be cured,  then said cure  period  shall not apply and the
Engagement  Period shall  terminate on the date of  Consultant's  receipt of the
Notice of  Termination.  For purposes of this  Agreement,  "Cause" means willful
misconduct or gross  negligence by Consultant  which results in material harm to
the Corporation  and/or a material  violation by Consultant of the provisions of
Section 4 hereof.

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     3.2.5.  Without  Cause By the  Corporation.  The  Corporation  may,  at its
option,  terminate the Engagement  Period for any reason  whatsoever (other than
for the reasons set forth  elsewhere  in this Section 3.2) by giving a Notice of
Termination to Consultant.  The Notice of Termination  shall specify the date of
termination,  which  date  shall not be later  than  thirty  (30) days after the
Notice of Termination is given.

     3.2.6. The  Corporation's  Material Breach.  Consultant may, at her option,
terminate the Engagement Period upon the  Corporation's  material breach of this
Agreement and the  continuation of such breach for more than ten (10) days after
written demand for cure of said breach is given to the Corporation by Consultant
(which demand will identify the manner in which the  Corporation  has materially
breached  this  Agreement);  provided,  that no such  demand will be required if
Consultant  determines in good faith that such material breach is not capable of
being  cured  by  the  Corporation   within  said  ten  (10)  day  period.   The
Corporation's  material  breach  of this  Agreement  shall  include,  but not be
limited to, (i) the failure of the  Corporation  to make any payment which it is
required to make  hereunder to  Consultant  when such  payment is due;  (ii) the
assignment to Consultant  without  Consultant's  express  written consent of any
duties inconsistent with her position, duties,  responsibilities and status with
the Corporation,  or a change in Consultant's  reporting  responsibilities;  and
(iii) a reduction by the Corporation in Consultant's Compensation.

     3.3. Certain  Obligations of the Corporation  Following  Termination of the
Engagement  Period.  Following  termination of the  Engagement  Period under the
circumstances  described  below,  the  Corporation  will  pay to  Consultant  in
accordance  with its regular payroll  practices  (except as set forth in Section
3.3.2 hereof), the following  compensation and provide the following benefits in
full  satisfaction  and final  settlement of any and all claims and demands that
Consultant now has or hereafter may have hereunder against the Corporation:

     3.3.1.  Death;  Disability;  For Cause.  In the event  that the  Engagement
Period is terminated by reason of Consultant's  death,  Disability or For Cause,
the  Corporation  will pay to Consultant or her estate,  as the case may be, the
Compensation through the effective date of termination.

     3.3.2.   Without  Cause  by  the   Corporation;   Material  Breach  by  the
Corporation.  In the  event  that the  Engagement  Period is  terminated  by the
Corporation  pursuant  to Section  3.2.5  hereof or by  Consultant  pursuant  to
Section 3.2.6 hereof, the Corporation will pay to Consultant, following the Date
of Termination,  an amount equal to the aggregate  Compensation which Consultant
would have been paid for the remainder of the Engagement  Period.  The foregoing
amount shall be paid as a lump sum payment and shall be delivered to  Consultant
by the Corporation within 10 days following the Date of Termination.

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     3.3.3. Without Cause By Consultant. In the event that the Engagement Period
is terminated by Consultant  pursuant to Section 3.2.2 hereof,  the  Corporation
will pay to Consultant the  Compensation  and the benefits set forth in Sections
3.3.1 hereof through the Date of Termination.

     3.3.4.  "Notice of Termination"  Defined.  "Notice of Termination"  means a
written notice which indicates the specific termination provision relied upon by
the Corporation or Consultant and, except in the case of termination pursuant to
Sections 3.2.2 or 3.2.5 hereof,  which sets forth in reasonable detail the facts
and  circumstances  claimed to provide a basis for termination of the Engagement
Period under the termination provision so indicated.

     3.3.5. "Date of Termination" Defined. "Date of Termination" means such date
as the  Engagement  Period is terminated in accordance  with Section 3.2 hereof;
provided,  however,  that in the event that  within  thirty  (30) days after any
Notice of Termination is given,  the party  receiving such Notice of Termination
notifies the other party that a dispute exists  concerning the termination,  the
Date of Termination will be the date on which the dispute is finally determined,
either by mutual written agreement of the parties or by a final judgment,  order
or decree of a court of competent jurisdiction entered upon an arbitration award
rendered in an arbitration proceeding pursuant to Section 8.13 hereof.

     4. Confidentiality and Nonsolicitation.

     4.1. "Confidential  Information" Defined.  "Confidential Information" means
any and all  information  (oral or written)  relating to the  Corporation or any
person controlling,  controlled by, or under common control with the Corporation
or any of its activities,  including,  but not limited to, information  relating
to: technology,  research, test procedures and results, machinery and equipment;
manufacturing   processes;   financial  information;   products;   identity  and
description  of  materials  and  services  used;  purchasing;   costs;  pricing;
customers and  prospects;  advertising,  promotion and  marketing;  and selling,
servicing and information pertaining to any governmental  investigation,  except
such  information  which can be shown to be generally in the public domain (such
information  not being deemed to be in the public  domain  merely  because it is
embraced by more general information which is in the public domain),  other than
as a result of a breach of the provisions of Section 4.2 hereof.

     4.2. Nondisclosure of Confidential Information.  Consultant will not at any
time  (other  than as may be  required or  appropriate  in  connection  with the
performance  by her of her  duties  hereunder),  directly  or  indirectly,  use,
communicate,  disclose or disseminate any Confidential Information in any manner
whatsoever  (except as may be required  under legal process by subpoena or other
court order).

     4.3.  Injunctive  Relief. The parties hereby acknowledge and agree that (a)
the  Corporation  will be  irreparably  injured  in the  event  of a  breach  by
Consultant of any of her obligations  under this Section 4; (b) monetary damages
will not be an adequate remedy for any such breach;  (c) the Corporation will be
entitled to  injunctive  relief,  in addition to any other  remedy  which it may
have,  in the  event  of  any  such  breach,  including,  but  not  limited  to,
termination  of the  Engagement  Period for Cause;  and (d) the existence of any
claims which  Consultant  may have against the  Corporation,  whether under this
Agreement  or  otherwise,  will  not  be a  defense  to the  enforcement  by the
Corporation of any of its rights under this Section 4.

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     4.4.  Nonexclusivity and Survival. The covenants of Consultant contained in
this  Section 4 are in addition  to, and not in lieu of, any  obligations  which
Consultant  may have with  respect  to the  subject  matter  hereof,  whether by
contract,  as a  matter  of law or  otherwise,  and  such  covenants  and  their
enforceability  will survive any termination of the Engagement  Period by either
party and any  investigation  made with  respect  to the  breach  thereof by the
Corporation at any time.

     5. Miscellaneous Provisions.

     5.1. Severability. If, in any jurisdiction, any term or provision hereof is
determined  to  be  invalid  or  unenforceable,  (a)  the  remaining  terms  and
provisions   hereof   shall  be   unimpaired,   (b)  any  such   invalidity   or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other  jurisdiction,  and (c) the invalid or
unenforceable  term or provision  shall, for purposes of such  jurisdiction,  be
deemed  replaced by a term or provision that is valid and  enforceable  and that
comes closest to expressing the intention of the invalid or  unenforceable  term
or provision.

     5.2.  Execution in  Counterparts.  This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original but all of which taken  together
shall  constitute one and the same agreement (and all signatures need not appear
on any one  counterpart),  and this Agreement shall become effective when one or
more counterparts has been signed by each of the parties hereto and delivered to
each of the other parties hereto.

     5.3.  Notices.  All  notices,  requests,  demands and other  communications
hereunder  shall be in writing and shall be deemed duly given when  delivered by
hand, or when  delivered if mailed by  registered  or certified  mail or private
courier service,  postage prepaid, return receipt requested, via facsimile (with
confirmed answerback) as follows:

         If to the Corporation, to:

                  Acorn Holding Corp.
                  1251 Avenue of the Americas
                  New York, New York
                  Attention:  Stephen A. Ollendorff

         If to Consultant, to:

                  Paula Berliner
                  2600 Island Blvd. #802
                  Aventura, Florida 33160

or to such other  address(es)  as a party hereto shall have  designated  by like
notice to the other parties hereto.

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<PAGE>

     5.4.  Amendment.  No provision of this Agreement may be modified,  amended,
waived or discharged in any manner  except by a written  instrument  executed by
both the Corporation and Consultant.

     5.5. Entire Agreement.  This Agreement  constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior  agreements and  understandings  of the parties  hereto,  oral or written,
including  but not  limited to the  Employment  Agreement,  with  respect to the
subject matter  hereof.  Consultant  and the  Corporation  hereby agree that the
Employment  Agreement is hereby  superseded  and of no further force and effect,
and that this Agreement shall be effective as of the date hereof.

     5.6.  Applicable  Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Delaware  applicable to contracts made
and to be wholly performed  therein without regard to its conflicts or choice of
law provisions.

     5.7  Joint  and  Several  Liability.  The  obligations  and  duties  of the
Corporation  hereunder are the joint and several  obligations of each of Par and
Resources.

     5.8.  Headings.  The headings  contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

     5.9.  Binding Effect;  Successors and Assigns.  Consultant may not delegate
her duties or assign  her rights  hereunder.  This  Agreement  will inure to the
benefit of, and be binding upon, the parties hereto and their respective  heirs,
legal  representatives,  successors and permitted assigns. The Corporation shall
require  any  successor  (whether  direct or indirect  and whether by  purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
and/or  assets  of the  Corporation,  by an  agreement  in  form  and  substance
reasonably satisfactory to Consultant,  to expressly assume and agree to perform
this  Agreement  in the same manner and to the same extent that the  Corporation
would be required to perform if no such succession had taken place.

     5.10.  Waiver,  etc. The failure of either of the parties  hereto to at any
time  enforce any of the  provisions  of this  Agreement  shall not be deemed or
construed  to be a waiver of any such  provision,  nor to in any way  affect the
validity of this Agreement or any provision hereof or the right of either of the
parties hereto thereafter to enforce each and every provision of this Agreement.
No waiver of any  breach of any of the  provisions  of this  Agreement  shall be
effective unless set forth in a written instrument executed by the party against
whom or which  enforcement  of such waiver is sought,  and no waiver of any such
breach shall be  construed  or deemed to be a waiver of any other or  subsequent
breach.

     5.11.  Capacity,  etc.  Consultant and the Corporation hereby represent and
warrant to the other that: (a) she or it has full power,  authority and capacity
to execute and deliver  this  Agreement,  and to perform her or its  obligations
hereunder;  (b) such execution,  delivery and performance will not (and with the
giving of notice or lapse of time or both would not) result in the breach of any
agreements  or other  obligations  to which she or it is a party or she or it is
otherwise  bound;  and  (c)  this  Agreement  is her or its  valid  and  binding
obligation in accordance with its terms.

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<PAGE>

     5.12.  Enforcement.  If any party  institutes  legal  action to  enforce or
interpret the terms and conditions of this Agreement, the prevailing party shall
be awarded reasonable attorneys' fees at all trial and appellate levels, and the
expenses and costs incurred by such prevailing party in connection therewith.

     IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by the
parties hereto as of the date first above written.

                              ACORN HOLDING CORP.

                              By:     Stephen A. Ollendorff
                                  ------------------------------------
                              Name:   Stephen A. Ollendorff
                              Title:  Chairman & Chief Executive Officer


                                        Paula Berliner
                               ----------------------------------------
                                        Paula Berliner

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