Exhibit 10.18

                              TAX SHARING AGREEMENT

         TAX SHARING AGREEMENT (this "Agreement") dated as of February 1, 2004
between GP Strategies Corporation, a Delaware corporation ("GP Strategies"), and
Five Star Products, Inc., a Delaware corporation, ("Five Star").

         WHEREAS, GP Strategies anticipates that it may increase its ownership
to at least 80% of Five Star's outstanding stock and, in such case, Five Star
would become, for federal income tax purposes, part of the affiliated group of
which GP Strategies is the common parent and GP Strategies and Five Star and
their respective subsidiaries would join in the filing of a consolidated federal
income tax return for a group of affiliated companies of which GP Strategies is
the common parent and Five Star is a member (the "GP Strategies Consolidated
Group"); and

         WHEREAS, GP Strategies and Five Star wish to provide for the payment of
tax liabilities and entitlement to refunds, allocate responsibility and provide
for cooperation in the filing of tax returns, provide for the realization and
payment of tax benefits arising out of adjustments to the tax returns of the
parties, and to provide for certain other matters;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound, GP Strategies and Five Star agree as
follows:

         1. Definitions.

         For purposes of this Agreement:

                  (a) "Taxes" means all federal, state, local, foreign and other
net income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, license, lease, service, service use, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, property (including,
without limitation, real property Taxes and any assessments, special or
otherwise), windfall profits, customs, duties or other Taxes, fees, assessments
or charges of any kind whatever, together with any interest and penalties,
additions to tax or additional amounts with respect thereto (and "Tax" means any
one of the foregoing Taxes).

                  (b) "Returns" means all returns, declarations, reports,
statements and other documents required under a Tax Law (as hereinafter defined)
either (i) to be filed with a Governmental Authority (as hereinafter defined) in
respect of Taxes; or (ii) to be provided to a person other than a Governmental
Authority (and "Return" means any one of the foregoing Returns).

                  (c) "Code" means the Internal Revenue Code of 1986, as
amended. All citations to the Code, or to the Treasury Regulations promulgated
thereunder, shall include any amendments or any substitute or successor
provisions thereto.


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                  (d) "Section" means a section of this Agreement, unless
indicated otherwise.

                  (e) "Governmental Authority" means the government of the
United States or any foreign country or any state, province, municipality or
other political subdivision of the United States or any foreign country, or any
agency, department, board, instrumentality, authority or commission (including
regulatory and administrative bodies) of any of the foregoing.

                  (f) "Tax Law" means a statute, regulation or administrative
rule enacted or promulgated for the determination, imposition, assessment or
collection of any Tax.

                  (g) "Common Consolidated Tax Return" shall mean any
consolidated, combined or unitary Return that includes at least one member of
the GP Strategies Consolidated Group (other than Five Star or any of its
subsidiaries) and Five Star or any of its subsidiaries.

                  (h) "Tax Attribute" shall mean any net operating loss, capital
loss, credit or other tax attribute (other than the basis of property) relevant
to the calculation of a tax liability.

                  (i) "Applicable Federal Rate" shall have the meaning set forth
in Section 1274(d) of the Code for a short term rate, compounded quarterly.

                  (j) "Accounting Firm" means (i) the nationally recognized
accounting firm that is the principal independent auditor of both GP Strategies
and Five Star at the time of a dispute governed by Section 7 hereof; or (ii) if
the firm described in clause (i) is unwilling or unable to serve under Section
7, the nationally recognized accounting firm appointed by the firm described in
clause (i); or (iii) if GP Strategies and Five Star do not use the same
accounting firm as their principal independent auditor, then the nationally
recognized accounting firm jointly selected by the principal independent
auditors of GP Strategies and Five Star at the time of a dispute governed by
Section 7 hereof.

                  (k) "Disaffiliation" means any event that results in Five Star
no longer being a member of the GP Strategies Consolidated Group.

                  (l) "Disaffiliation Date" means the date on which
Disaffiliation occurs.

                  (m) "Affiliation" means that GP Strategies has become the
owner of at least 80% of the outstanding Five Star stock and Five Star has
become a member of the GP Strategies Consolidated Group.

                  (n) "Affiliation Date" means the first day on which Five Star
is a member of the GP Strategies Consolidated Group for federal income tax
purposes.


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         2. Returns and Payments.

                  (a) Filing of Returns.

                      (i) GP Strategies shall prepare and shall timely file or
cause to be timely filed (1) all Returns  filed on a separate  company basis for
any member of the GP Strategies  Consolidated  Group other than Five Star or any
of its  subsidiaries,  (2) all  Returns  filed on a  consolidated,  combined  or
unitary  basis that  include  members of the GP  Strategies  Consolidated  Group
(other  than  Five  Star  or any  of  its  subsidiaries)  that  is not a  Common
Consolidated Tax Return, and (3) all Common Consolidated Tax Returns. Subject to
Section  2(c),  GP  Strategies  shall make full and timely  payment of all Taxes
shown due on all Returns described in this Section 2(a)(i).

                     (ii) Five Star shall prepare, at its own expense, and shall
timely  file or cause to be timely  filed (1) all  Returns  filed on a  separate
company basis for Five Star or any of its subsidiaries, (2) all Returns filed on
a  consolidated,  combined or unitary basis that include Five Star or any of its
subsidiaries other than any Common  Consolidated Tax Return, and (3) all Returns
with  respect to Five Star or any of its  subsidiaries  for any taxable  year or
other taxable period  beginning after the  Disaffiliation  Date. Five Star shall
make full and timely payment of all Taxes shown due on all Returns  described in
this Section 2(a)(ii).

                     (iii) To the extent required or permitted by law or
administrative  practice, in the case of any Common Consolidated Tax Return that
includes  the  Disaffiliation  Date,  the  taxable  year  of Five  Star  and its
subsidiaries  shall be treated  as  closing  at the close of the  Disaffiliation
Date.

                  (b) Obligation to Remit Taxes. Five Star and GP Strategies
shall each timely remit or cause to be remitted any Taxes due in respect of any
Tax for which it is required to file a Return hereunder and shall be entitled to
reimbursement for such payments only to the extent provided in Section 2(c).

                  (c) Tax Sharing Obligations.

                      (i) Five Star's Obligations. Other than liabilities dealt
with  elsewhere  in this  Agreement,  Five Star  shall be  liable  for and shall
indemnify and hold GP Strategies and its subsidiaries  (other than Five Star and
its subsidiaries)  harmless against any Tax liability of Five Star or any of its
subsidiaries,  including  the portion of any Tax  liability  resulting  from the
inclusion of Five Star or any of its  subsidiaries in a Common  Consolidated Tax
Return as determined under Section 2(c)(iii).

                      (ii) GP Strategies' Obligations. Other than liabilities
dealt with elsewhere in this Agreement,  GP Strategies  shall be liable for, and
shall hold Five Star and its subsidiaries  harmless against any Tax liability of
any member of the GP Strategies  Consolidated Group other than Five Star and its
subsidiaries.


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                      (iii) Five Star's Share of the Common Consolidated Tax
Return  Liability.  Five Star's  proportionate  share of the Tax liability  with
respect to a Common  Consolidated  Tax Return,  or with respect to any estimated
Tax payment relating to any such Return,  shall be determined by multiplying the
separate return Tax liability,  if any, of Five Star and its  subsidiaries  (the
"Five Star Subgroup") by 80%. For purposes of this  determination,  the separate
return Tax  liabilities  of the Five Star Subgroup shall be determined as if (1)
the Common  Consolidated Tax Return included only the Tax items of the Five Star
Subgroup,  applying the principles of Section  1552(a)(2) of the Code and Treas.
Reg. ss. 1.1552-1(a)(2) and (2) any Tax Attribute  attributable to the Five Star
Subgroup were available solely to the Five Star Subgroup.

                      (iv) Notification and Contest Procedures.

                           (1) GP Strategies shall, in good faith, calculate
Five Star's Tax liability,  if any, under Section 2(c)(iii) and notify Five Star
of the  amount  of such  liability,  if any  (the  "GP  Strategies  Notification
Letter"). Notification of a Five Star Tax liability and payment obligation under
this clause (1) of this Section 2(c)(iv) shall constitute a request for payment,
and,  subject to clause (2) of this Section  2(c)(iv),  Five Star shall pay such
amount,  in immediately  available funds, to GP Strategies  within 30 days after
receipt of the GP Strategies  Notification Letter, provided that Five Star shall
not be  obligated  to make such  payment to GP  Strategies  earlier than 10 days
prior to the due  date for the  filing  or  making  of the  relevant  Return  or
estimated Tax payment.

                           (2) If Five Star determines in good faith that the
amount  of  its  Tax  liability  under  Section   2(c)(iii)   differs  from  the
corresponding  amount in the GP Strategies  Notification Letter, Five Star shall
notify GP Strategies of such difference (the "Five Star Tax Adjustment  Amount")
(such  determination,  with calculations in reasonable detail, being referred to
as the "Five Star  Notification  Letter,"  which  Five Star shall  deliver to GP
Strategies  no later than 30 days after the date of receipt of the GP Strategies
Notification Letter). If GP Strategies determines in good faith that Five Star's
determination of the Five Star Tax Adjustment Amount is incorrect, GP Strategies
shall  notify  Five  Star of  such  determination  (the  "Second  GP  Strategies
Notification  Letter")  within 30 days of receipt of the Five Star  Notification
Letter.  If the dispute is not resolved by mutual  accord within 30 days of Five
Star's  receipt of the Second GP  Strategies  Notification  Letter,  the dispute
shall be resolved  under the  provisions of Section 7. Until GP  Strategies  and
Five Star reach agreement,  or any dispute between them is resolved  pursuant to
Section 7, as to the Five Star Tax  Adjustment  Amount,  the  provisions of this
Section 2(c) shall  continue to apply and payments  shall be made by the parties
in the amounts set forth in the GP Strategies  Notification Letter in accordance
with  clause  (1) of this  Section  2(c)(iv).  Within  30 days  of  reaching  an
agreement or  resolution,  GP  Strategies  shall pay to Five Star,  or Five Star
shall pay to GP  Strategies,  the agreed  amount  after  taking into account any
payments made under clause (1) of this Section 2(c)(iv),  together with interest
at a rate  equal to the  Applicable  Federal  Rate from the date of Five  Star's
payment pursuant to this Section 2(c)(iv).

                 (v) Subsequent Adjustments. If the items used to determine the
Tax  liabilities  in  Section  2(c)(iii)  are  adjusted  by reason of an amended

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return, claim for refund,  examination by a Governmental Authority, or the final
decision  of any  court,  the  amount  due from or to Five  Star  under  Section
2(c)(iii) shall be recomputed using the adjusted items.  Five Star agrees to pay
to GP  Strategies  any  additional  amount owed  including  interest at the rate
applicable to underpayments of the GP Strategies  Consolidated Group pursuant to
Section 6621 of the Code (with full credit given for any prior  payments for the
year), and GP Strategies agrees to pay to Five Star any overpayment made by Five
Star  including  interest  at the rate  applicable  to  underpayments  of the GP
Strategies Consolidated Group pursuant to Section 6621 of the Code.

                                    Payments to be made by GP Strategies to Five
Star  pursuant to this Section  2(c)(v)  shall be made, in the case of a refund,
within 30 days after GP Strategies  has received  such refund.  In the case of a
credit, such payments by GP Strategies to Five Star shall be made within 30 days
after GP  Strategies  has  received  written  notification  from a  Governmental
Authority  reflecting  adjustments  for  such  credit  to a  Return  of  the  GP
Strategies Consolidated Group. Payments to be made by Five Star to GP Strategies
shall be made,  in the case of any  additional  Tax, no later than 5 days before
the due date of any  required  Tax  payment by GP  Strategies.  In the case of a
reduction in credit of Tax, such payment by Five Star to GP Strategies  shall be
made within 30 days after GP Strategies has received written notification from a
Governmental  Authority  reflecting an adjustment for such reduction to a Return
of the GP Strategies Consolidated Group.

                                    All payments required under this Section
2(c)(v)  shall be paid by Five Star to GP Strategies or by GP Strategies to Five
Star, as the case may be,  regardless of whether Five Star is a member of the GP
Strategies Consolidated Group.

         3. Affiliation and Disaffiliation of Five Star.

                  (a) Unless the Affiliation shall occur on or before December
1, 2004, this Agreement shall have no application and GP Strategies, the GP
Strategies Consolidated Group or Five Star shall have no obligation to each
other under this Agreement.

                  (b) This Agreement shall have no application and GP
Strategies, the GP Strategies Consolidated Group or Five Star shall have no
obligation to each other under this Agreement with respect to any taxable period
that begins before the Affiliation Date or after the Disaffiliation Date,
provided however, that this Agreement shall apply to any taxable period that
includes the Affiliation Date and any final short taxable period of Five Star
that includes the Disaffiliation Date. After the filing of all Returns related
to periods beginning before the Disaffiliation Date, Five Star will be informed
of the amount of consolidated carryovers as of the end of such taxable year or
period that are attributable to Five Star, as provided by applicable Tax Law.

         4. Record Retention.

         After the Disaffiliation Date, GP Strategies and Five Star shall each
make available to the other, as reasonably requested, and to any Governmental
Authority that is duly authorized to request information, records or documents,

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all information, records or documents of GP Strategies and Five Star and its
subsidiaries for all periods prior to or including the Disaffiliation Date and
shall preserve all such information, records and documents until the expiration
of any applicable statute of limitations including extensions thereof, provided
that notice of any such extension is given to the party which did not grant the
extension.

         5. Audits and Contests.

         GP Strategies shall, at its expense, have the right to control on the
taxpayer's behalf any Tax audit and any administrative or court proceeding
concerning Taxes for which GP Strategies is responsible for filing a Return
under Section 2(a)(i) and to concede, compromise or contest any assessment or
assertion of liability with respect to any such Taxes, provided however, that
Five Star will be entitled to participate in any such audit or proceeding
concerning Taxes for which Five Star is liable under Section 2 and GP Strategies
shall not concede, compromise or contest any assessment or assertion of
liability with respect to any such Taxes for which Five Star is liable under
Section 2 without the consent of Five Star (which consent shall not be
unreasonably withheld).

         Five Star shall, at its expense, have the right to control on the
taxpayer's behalf any Tax audit and any administrative or court proceeding
concerning Taxes for which Five Star is responsible for filing a Return under
Section 2(a)(ii) and to concede, compromise or contest any assessment or
assertion of liability with respect to any such Taxes.

         6. Duty to Cooperate.

         GP Strategies and Five Star shall provide reasonable cooperation to
each other in connection with (i) the preparation or filing of any Return, Tax
election, Tax consent or certification, or any claim for refund, (ii) any
determination of liability for Taxes, and (iii) any audit, examination or other
proceeding in respect of Taxes of GP Strategies. Such cooperation shall include
making available, on a reasonable basis, employees of GP Strategies or Five
Star, as the case may be, whose out-of-pocket costs, if any, such as travel and
lodging, shall be reimbursed by the party to which such employees are made
available.

         7.       Dispute Resolution.

         In the event of a dispute concerning this Agreement, the parties shall,
in good faith, attempt to resolve such dispute. If the dispute is not resolved
then the parties shall submit such dispute to the Accounting Firm whose decision
shall be binding on the parties. The Accounting Firm's fee shall be borne
equally by GP Strategies and Five Star.

         8. Notices.

         All notices and other communications required or permitted hereunder
shall be in writing and shall be given by hand delivery, telecopier, commercial
courier service with guaranteed one-day delivery, or prepaid first class mail to
the following addresses:


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                                     If to GP Strategies:

                                    GP Strategies Corporation
                                    777 Westchester Avenue
                                    White Plains, NY 10604
                                    Attn: Andrea Kantor, Esq.

                                       If to Five Star:

                                    Five Star Products, Inc.
                                    777 Westchester Avenue
                                    White Plains, NY 10604
                                    Attn: Charles Dawson

         9. Successors.

         This Agreement shall be binding on and inure to the benefit of any
successor, by merger, acquisition of assets or otherwise, to any of the parties
hereto (including but not limited to any successor of GP Strategies or Five Star
succeeding to the Tax Attributes of either under Section 381 of the Code), to
the same extent as if the successor had been an original party to this
Agreement. In the event that National Patent Development Corporation ("NPDC")
were to acquire all of the stock of Five Star held by GP Strategies in
connection with the anticipated spin off of NPDC, NPDC shall be considered the
successor of GP Strategies for purposes of the preceding sentence.

         10.      Amendments.

         This Agreement shall not be modified, amended, supplemented or
terminated except in writing executed by both parties hereto.

         11. Governing Law.

         This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above.

                                              GP STRATEGIES CORPORATION


                                              Scott N. Greenberg, President


                                              FIVE STAR PRODUCTS, INC.


                                              Charles Dawson, President




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