Exhibit 10.15

                       CONSULTING AND SEVERANCE AGREEMENT

         AGREEMENT, dated as of February 8, 2002, between Five Star Products,
Inc., a Delaware corporation with principal executive offices at 9 West 57th
Street, Suite 4170, New York, New York 10019 (the "Company"), GP Strategies
Corporation, a Delaware corporation with principal executive offices at 9 West
57th Street, Suite 4170, New York, New York 10019 ("GP"), and Cynthia Krugman,
residing at 24 Chelsea Drive, Livingston, New Jersey 07039 ("Consultant").


                               W I T N E S S E T H

         WHEREAS, Consultant desires to terminate her employment with the
Company; and

         WHEREAS, the Company desires to offer severance payments to Consultant
in appreciation for Consultant's past loyal service; and

         WHEREAS, the parties wish to settle fully and finally any claims,
disputes and obligations relating to Consultant's employment with the Company
and the termination thereof; and

         WHEREAS, the Company desires to engage Consultant to perform consulting
services for the Company, and Consultant desires to perform such services, on
the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises, the mutual promises,
covenants, and conditions herein contained and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto intending to be legally bound hereby agree as follows:

         Section 1.        Consultant's Services.

         The Company hereby retains Consultant, and Consultant hereby agrees to
perform for the Company, consulting and advisory services, upon the terms and
conditions set forth in this Agreement. Consultant shall devote such time and
effort to the performance of Consultant's duties under this Agreement as shall
be reasonably necessary for the performance thereof, but not more than 10 hours
per month. Consultant will determine the specific days and hours during which
she will provide any requested consulting services, which days and hours may be
before or after the Company's regular working hours or on days on which the
Company is not open for business, such as on weekends. The Company shall not
require Consultant to travel from her then-current residence in order to provide

<PAGE>

consulting services. Subject to the preceding three sentences, the manner in
which the consulting services are to be performed shall be determined by
Consultant in consultation with the Company.

         Section 2.        Term.

         The term of this Agreement (the "Term") shall commence on the Effective
Date (as hereinafter defined) and end eighteen months after the Effective Date,
unless earlier terminated as provided in Section 6(g). Consultant acknowledges
and agrees that her relationship with the Company, whether as a consultant or
otherwise, shall terminate at the end of the Term.

         Section 3.        Compensation.

         During the Term, subject to all the terms and conditions of this
Agreement, the Company shall pay to or provide Consultant with the following:

                  (a) Fees. The Company shall pay Consultant, as compensation
for all services to be rendered by Consultant under this Agreement, a consulting
fee at the rate of $105,000 per annum, and, as severance for prior services
rendered to the Company, a severance fee at the rate of $5,000 per annum
(collectively, the "Fees"), less applicable federal, state, local and other
legally required withholdings and deductions, each payable weekly.

                   (b) Medical Plan. Consultant and her spouse and children will
be permitted to participate in the Company's medical plan to the same extent
Consultant and her spouse and children were entitled to participate and had
elected benefits on the date hereof. The Company shall bear the cost of such
benefits to the same extent (which shall be subject to change from time to time)
as the Company bears the cost of such benefits for management personnel of the
Company, and Consultant shall bear any balance of such cost.

         Section 4.        Expenses.

         The Company shall reimburse Consultant promptly for any out-of-pocket
expense incurred by her in connection with rendering services hereunder upon
submission of a bill therefor, provided that the Company gave its prior written
approval for such expense or such expense was incurred at the direction of the
Company.

         Section 5.        Repurchase of Company Common Stock.

         On the Effective Date, the Company or its designee shall purchase from
Consultant, and Consultant shall sell to the Company, 76,923 shares (the
"Shares") of Common Stock for the aggregate purchase price of $10,000. On the
Effective Date, the Company will deliver to Consultant a check in the amount of
such purchase price, and Consultant will deliver to the Company a certificate
representing the Shares, together with a stock power duly endorsed by Consultant

<PAGE>

and in proper form for transfer. Consultant represents and warrants to the
Company that she owns the Shares, free and clear of all liens, security
interests, pledges, charges, or encumbrances.

         Section 6.        Nondisclosure and Noncompetition.

(a) Confidentiality.

                           (i) Consultant will, during the Term and thereafter,
         treat all Confidential Information (as defined below) of the Company
         and GP and their respective Customers (as defined below) and affiliates
         confidentially. Consultant will not discuss or disclose such
         Confidential Information, directly or indirectly, with or to any person
         who is not an officer or employee of the Company or GP, as the case may
         be. Consultant will not use any Confidential Information of the Company
         or its Customers or affiliates, or any other property of the Company,
         other than as is necessary in connection with her performance of
         consulting services hereunder or as specifically directed by the
         Company, or in any way which is detrimental to the Company. Consultant
         will not use any Confidential Information of GP or its Customers or
         affiliates, or any other property of GP, in any manner not specifically
         directed by GP, or in any way which is detrimental to GP.

                           (ii) Consultant agrees that all Confidential
         Information, together with all notes, drawings, and records relating
         thereto, all computer disks containing any Confidential Information,
         and all copies or facsimiles of any of the foregoing (in any media), in
         Consultant's possession are the exclusive property of the Company or
         GP, as the case may be. Consultant will not remove from the Company's
         premises any notes or records relating to Confidential Information of
         the Company or copies or facsimiles thereof (on any media) or any other
         property of the Company or any Customer or affiliate of the Company,
         except in the furtherance of the business of the Company. Consultant
         will promptly, upon termination of this Agreement for any reason and
         the request of the Company, deliver to the Company without retaining a
         copy thereof and will not keep in Consultant's possession, or recreate
         or deliver to anyone else, any or all of such Confidential Information
         or other property. Consultant will not remove from GP's premises any
         notes or records relating to Confidential Information of GP or copies
         or facsimiles thereof (on any media) or any other property of GP or any
         Customer or affiliate of GP. Consultant will promptly deliver to GP
         without retaining a copy thereof and will not keep in Consultant's
         possession, or recreate or deliver to anyone else, any or all of such
         Confidential Information or other property.

                           (iii) Notwithstanding the foregoing, Consultant may
         use Confidential Information as is necessary to enforce Consultant's
         rights under this Agreement, provided that, in the event of litigation
         concerning any such matter, Consultant will stipulate to entry of a
         protective order limiting Consultant's use of Confidential Information
         to the litigation or as otherwise permitted hereunder, prohibiting its
         dissemination to the public or otherwise for reasons not permitted
         hereunder and requiring its return at the conclusion of such
         proceedings.


<PAGE>

                           (iv) The term "Confidential Information" means all
         confidential information in any way concerning the activities,
         business, or affairs of the Company or GP, as the case may be, or their
         respective Customers or affiliates. Confidential Information includes,
         without limitation, information, observations and data concerning trade
         secrets, inventions, or know-how of proprietary processes, together
         with all marketing, sales, financial, and research information;
         information concerning projects in research and development, or
         marketing plans for any products or projects; information concerning
         the technology, designs, or computer systems and programs of the
         Company or GP, as the case may be; and other information not generally
         known to the public concerning the business practices, activities, and
         business affairs of the Company or GP, as the case may be, or their
         respective Customers or affiliates. The term "Customer" means all past,
         present and prospective customers of the Company or GP, as the case may
         be.

                  (b) Trademarks, Etc. During and after the Term, Consultant
will have no right, title, or interest in any trademark, trade name, or
character names belonging to or used by the Company or GP or any material or
matter of any sort prepared for or used in connection with advertising,
broadcasting, or promotion of the services provided by the Company or GP,
whether produced, prepared, published, or broadcast in whole or in part by
Consultant, nor will Consultant make any claims with respect thereto. Consultant
recognizes that the Company or GP, as the case may be, has and will continue to
have and retain the sole and exclusive rights in any and all of the
aforementioned trademarks, trade names, character names, material, or matter.

                  (c) Non-competition and No Disparagement. Consultant will not,
during the Term and thereafter, directly or indirectly disparage the Company or
GP, any of the Company's or GP's products or services, or any of the Company's
or GP's then current or former directors, officers, or employees. During the
period ending 30 months after the Effective Date, Consultant will not:

                           (i) solicit the employment of any employee or (other
         than Richard Grad) former employee of the Company or GP for one year
         after termination of such person's employment with the Company or GP;

                           (ii)     encourage or induce any employee of the
         Company or GP to terminate his or her  employment  with the Company or
         GP;

                           (iii) contact or solicit, or direct or assist others
         to contact or solicit, any Customers, suppliers, or other business
         associates of the Company or GP;

                           (iv) engage in a diversion of good-will regarding the
         business conducted by the Company or GP;

                           (v) otherwise interfere in any way with the

<PAGE>

         relationships between the Company or GP and their respective Customers,
         suppliers, lenders, or business associates; or

                           (vi) compete with the Company or GP in their
         respective existing business, including by: (A) serving as a consultant
         to any person if Consultant knows or should have known that such
         consulting services would help such person compete against the Company
         or GP, (B) having any interest (as owner, principal, general or limited
         partner, agent, employee, officer, director, or stockholder) in any
         person which competes with the Company or GP, other than a passive
         interest of less than 5% of the voting stock of a publicly traded
         company, (C) establishing an entity that engages in the business of the
         Company or GP, (D) acquiring an existing entity that engages in such
         business, (E) otherwise engaging in such business; (F) participating in
         the management of any entity that engages in such business, or (G)
         serving (or having a nominee serve) with a competing entity as an
         officer, director, manager, or employee having duties dealing with such
         competing business.

                  (d) Inventions. Consultant hereby assigns to the Company
Consultant's entire right to all Company Inventions (as hereinafter defined),
which will be the sole and exclusive property of the Company whether or not
subject to patent, copyright, trademark, or trade secret protection. Consultant
also acknowledges that all original works of authorship that are made by
Consultant (solely or jointly with others), within the scope of Consultant's
services hereunder, and that are protectable by copyright, are "works made for
hire," as that term is defined in the United States Copyright Act (17 U.S.C.
ss.ss. 101, et seq.). To the extent that any such works, by operation of law,
cannot be "works made for hire," Consultant hereby assigns to the Company all
right, title and interest in and to such works and to any related copyrights.
"Company Inventions" means all ideas, processes, trademarks and service marks,
inventions, discoveries, and improvements to any of the foregoing, that
Consultant learned or learned of, conceived or conceives of, developed or
develops, or created or creates, alone or with others during Consultant's
employment with the Company or any predecessor, affiliate, or successor thereof
(whether or not conceived, developed, or created during regular working hours)
that directly or indirectly arise from or relate to (i) the business, products,
or services of the Company or any predecessor, affiliate, or successor thereof,
(ii) work performed for the Company by Consultant or any other employee, agent,
or contractor of the Company or any predecessor, affiliate, or successor
thereof, (iii) the use of the time of the Company or any predecessor, affiliate,
or successor thereof, or (iv) access to the Confidential Information of the
Company or any predecessor, affiliate, or successor thereof. Consultant will
promptly execute, acknowledge and deliver to the Company all additional
instruments or documents deemed at any time by the Company in its reasonable
discretion to be necessary to carry out the intentions of this Section 6(d).


<PAGE>

                  (e) Acknowledgments. Consultant acknowledges and agrees that
(i) the Confidential Information of the Company and Company Inventions have
substantial value to the Company, (ii) the Confidential Information of the
Company and Company Inventions would be susceptible to immediate competitive
application by those outside of the Company, (iii) the Confidential Information
of GP has substantial value to GP, and (iv) the Confidential Information of GP
would be susceptible to immediate competitive application by those outside of
GP, and that, under these circumstances, the provisions of this Section 6 are
fair and reasonable.

                  (f) Survival. Consultant's obligations under this Section 6
will survive the termination of this Agreement and will thereafter be
enforceable.

                  (g) Remedies. Consultant acknowledges that, if Consultant
breaches any obligation under this Section 6, the Company and GP will suffer
immediate and irreparable harm and damage for which money alone cannot fully
compensate the Company and GP. Consultant therefore agrees that, upon such
breach or threatened breach of any obligation under this Section 6, the Company
and GP will be entitled to a temporary restraining order, preliminary
injunction, permanent injunction or other injunctive relief, without posting any
bond or other security, compelling Consultant to comply with any or all such
provisions. In addition, if Consultant breaches any obligation under this
Section 6, the Company or GP may terminate this Agreement and the Term, and upon
such termination, the Company and GP will have no further obligation or
liability hereunder except that the Company will pay to Consultant the portion,
if any, of the Fees and any other amounts due and unpaid hereunder for the
period through the date of such termination. This Section 6 will not be
construed as an election of any remedy, or as a waiver of any right available to
the Company or GP under this Agreement or law, including the right to seek
damages from Consultant for a breach of any provision of this Agreement, nor
will this Section 6(g) be construed to limit the rights or remedies available
under applicable law for any violation of any provision of this Agreement.

                  (h) The Company. As used in this Section 6, the term "Company"
shall include the Company and any subsidiary or affiliate of the Company, and
the term "GP" shall include GP and any subsidiary or affiliate of GP. As used in
this Agreement, an affiliate of a person or entity ("Person") shall mean any
Person that controls, is controlled by or is under common control with such
Person, where "control" means the power, by contract, ownership of securities or
other interests in a Person, or otherwise, to elect the majority of the
directors of a corporation or otherwise direct the management of a Person;
provided that, for purposes of this Section 6, no Person who was not an
affiliate of the Company on or prior to the Effective Date shall be deemed an
affiliate of the Company unless Consultant has knowledge (either through notice
from the Company or otherwise) that such Person is an affiliate of the Company,
and no Person who was not an affiliate of GP on or prior to the Effective Date
shall be deemed an affiliate of GP unless Consultant has knowledge (either
through notice from GP or otherwise) that such Person is an affiliate of GP.

         Section 7.        Death.

                  If Consultant shall die during the Term, her services
hereunder shall terminate, and in such case the Company will have no further
obligation or liability hereunder except that the Company shall pay to
Consultant's spouse (or if she leaves no spouse, to her estate or designated
beneficiary), the Fees, and shall maintain the benefits set forth in Section
3(b) for the benefit of Consultant's spouse, each through the date that is
eighteen months after the Effective Date.


<PAGE>

                  Section 8.        Disability.

         If, as a result of Consultant's incapacity due to physical or mental
illness, Consultant shall not have performed the services hereunder for 90
consecutive days or for an aggregate of more than 180 days in any 12 month
period, and within 90 days after the Company has notified Consultant of such
non-performance, she shall not have resumed performance of the services
hereunder which shall continue for a minimum of eight consecutive weeks
thereafter, the Company may terminate Consultant's services hereunder. In the
case of such termination, the Company will have no further obligation or
liability hereunder except that the Company shall pay to Consultant the Fees,
and shall maintain the benefits set forth in Section 3(b) for the benefit of
Consultant and her spouse, each through the date that is eighteen months after
the Effective Date.

         Section 9.        Benefits Not Otherwise Entitled To.

         Consultant acknowledges that the payment and benefits specified above
are in addition to and otherwise exceed any payment, benefit or other thing of
value to which she might otherwise be entitled.

         Section 10.       General Releases.

                  (a) Consultant, in consideration of this Agreement, releases
and forever discharges the Company, GP, and their respective parents, affiliates
and subsidiaries, and each of their respective current, former, and future,
officers, directors, trustees, employees, agents, attorneys, successors, and
assigns (hereinafter collectively "Releasees"), from all actions, causes of
action, suits, debts, sums of money, covenants, agreements, promises, claims,
and demands whatsoever, whether known or unknown, in law or equity, whether
statutory or common law, whether federal, state, local, or otherwise
(collectively "Claims"), including, but not limited to, any claims relating to,
or arising out of any aspect of Consultant's employment with the Company, or the
termination of such employment, including, but not limited to:

                           (i) any and all claims of wrongful discharge, breach
of the contract or equitable estoppel;

                           (ii) any and all claims for wages or employee
         benefits, including, but not limited to, any and all claims under the
         Employee Retirement Income Security Act, the Fair Labor Standards Act,
         or any federal, state or local labor or benefits law;

                           (iii) any and all claims of employment discrimination
         on any basis, including, but not limited to, all claims under the
         following statutes and the amendments thereto, Title VII of the Civil
         Rights Act of 1964, the Age Discrimination in Employment Act of 1967
         ("ADEA"), the Civil Rights Act of 1866, 42 U.S.C. ss. 1981, the Civil
         Rights Act of 1991, the Americans with Disabilities Act of 1990, the
         Immigration Reform and Control Act of 1986, the New York State
         Executive Law, the New York City Human Rights Law, any and all claims
         under any other federal, state, or local civil or human rights law; and


<PAGE>

                           (iv) any and all claims for monetary recovery,
         including, but not limited to, severance pay, back pay, front pay,
         liquidated, compensatory and punitive damages, and attorneys' fees,
         disbursements and costs;

which against the Releasees, Consultant or Consultant's heirs, executors or
administrators, ever had, now have, or hereinafter can, shall, or may have, for,
upon, or by reason of any matter, cause, or thing whatsoever from the beginning
of time to the Effective Date, other than Claims ("Unreleased Claims") relating
to the enforcement of the provisions of this Agreement or of Consultant's rights
to indemnification under the Company's certificate of incorporation and by-laws.

                  (b) The Company and GP, in consideration of this Agreement,
releases and forever discharges Consultant from all Claims, including, but not
limited to, any claims relating to, or arising out of any aspect of Consultant's
employment with the Company, or the termination of such employment, which
against Consultant the Company or GP ever had, now has, or hereinafter can,
shall, or may have, for, upon, or by reason of any matter, cause, or thing
whatsoever from the beginning of time to the Effective Date, other than Claims
relating to the enforcement of the provisions of this Agreement.

         Section 11.       No Suits.

         Consultant represents and warrants that she has never commenced or
filed and covenants and agrees never to commence, file or in any way prosecute
or cause to be commenced or prosecuted against the Releasees or any of them, any
action, charge, complaint or other proceedings, whether administrative,
judicial, legislative or otherwise, including, but not limited to, any action or
proceeding for damages, attorney's fees, disbursements, costs or equitable
relief based upon or seeking relief on account of actions or failures to act by
the Releasees which may have occurred or failed to occur prior to the Effective
Date, other than in connection with Unreleased Claims. Consultant agrees that in
the event she files any charge, complaint or commences any litigation of any
kind that is covered by this Agreement, she shall pay all of the reasonable
attorneys' fees, expenses and costs incurred by Releasees in responding to such
action, including, but not limited to, any consequential damages that Releasees,
or any of them, may suffer or incur. Consultant further represents that she will
not aid, abet or assist in any manner whatsoever any other third party in
filing, pursuing or maintaining any lawsuit, complaint, or charge against any of
the Releasees, except if compelled to do so by valid legal process or if
otherwise required to do so by law. The provisions of this Paragraph 11 shall be
inapplicable in any matters regarding the ADEA, should Consultant allege in good
faith that the waiver herein of her right to file an ADEA claim was not knowing
and voluntary.


<PAGE>

         Section 12.       Knowing and Voluntary Waiver.

                  (a) Consultant agrees that this Agreement constitutes a
knowing and voluntary waiver of all Claims, other than the Unreleased Claims,
Consultant may have against the Releasees, or any of them, including, but not
limited to, all rights or claims arising under the ADEA, including, but not
limited to, all claims of age discrimination in employment and all claims of
retaliation in violation of the ADEA.

                  (b) This Agreement shall not affect the rights and
responsibilities of the Equal Employment Opportunity Commission (the "EEOC") to
enforce the ADEA and other laws. Notwithstanding paragraph 11 above, this
Agreement shall not be used to justify interfering with Consultant's right to
file a charge with the EEOC or participate in an investigation or proceeding by
the EEOC. However, should any charge be filed with the EEOC, Consultant
expressly waives all rights or claims which arose prior to her execution of this
Agreement that he may have against the Releasees, or any of them, to receive any
benefit or remedial relief (including, but not limited to, reinstatement, back
pay, front pay, damages, and attorneys' fees) as a consequence of such EEOC
filing, and of any litigation concerning any facts alleged in any such charge.

                  (c) The Company, GP, and Consultant agree that, for a period
of seven days following her execution of this Agreement ("Revocation Period"),
Consultant has the right to revoke this Agreement by delivering notice in
writing of such revocation to the Company and GP. If Consultant gives such
notice of revocation within the Revocation Period, this Agreement shall be null
and void. If no such notice of revocation is delivered by Consultant within the
Revocation Period, this Agreement will be deemed fully effective and enforceable
on the eighth day after its execution by Consultant ("Effective Date").

                  (d) The Company and GP hereby advise Consultant to consult
with her attorney prior to executing this Agreement. Consultant further
acknowledges that the Company and GP have given her a period of at least 21 days
in which to consider this Agreement before executing this Agreement.

                  (e) Consultant's acceptance of the payments and benefits
described above, at any time subsequent to seven days after her execution of
this Agreement, shall constitute an admission by Consultant that he did not
revoke this Agreement during the Revocation Period of seven days, and shall
further constitute an admission by Consultant that this Agreement has become
effective and enforceable.

                  (f) If Consultant executed this Agreement at any time prior to
the end of the 21 day period that the Company and GP gave her in which to
consider this Agreement, such early execution was a knowing and voluntary waiver
of Consultant's right to consider this Agreement for at least 21 days, and was
due to Consultant's belief that he had ample time in which to consider and
understand this Agreement, and in which to review this Agreement with her
attorney.


<PAGE>

         Section 13.       Non-Admission of Wrongdoing.

         This Agreement shall not in any way be construed as an admission by the
Company or GP of any liability, or of any unlawful, discriminatory, or otherwise
wrongful acts whatsoever against the Consultant or any other person.

         Section 14.       Acknowledgment of Full Payments.

         Consultant agrees that the Company has paid to her all of the wages,
commissions, bonuses and accrued vacation pay through the date of her execution
of this Agreement and that neither the Company nor GP owes no other wages,
commissions, bonuses, vacation pay, employee benefits, severance payments or
other compensation or payments of any kind or nature, other than as provided in
this Agreement.

         Section 15.       Binding Agreement.

         Except as expressly permitted hereby, Consultant's rights and
obligations under this Agreement shall not be transferable by assignment or
otherwise, such rights shall not be subject to commutation, encumbrance, or the
claims of Consultant's creditors, and any attempt to do any of the foregoing
shall be void. The provisions of this Agreement shall be binding upon and inure
to the benefit of Consultant and her personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees, shall be binding upon and inure to the benefit of the Company and its
successors, and shall be binding upon and inure to the benefit of GP and its
successors. If Consultant should die while any amounts would still be payable to
her hereunder if she had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Consultant's devisee, legatee, or other designee or, if there be no such
designee, to Consultant's estate. Notwithstanding anything to the contrary
contained herein, the Company shall have no responsibility for the obligations
of GP hereunder, and GP shall have no responsibility for the obligations of the
Company hereunder.

         Section 16.       No Third Party Beneficiaries.

         This Agreement does not create, and shall not be construed as creating,
any rights enforceable by any person not a party to this Agreement (except as
provided in Section 15).

         Section 17.       Modification.

         This Agreement sets forth the entire understanding of the parties with
respect to the subject matter hereof, supersedes all existing agreements between
them concerning such subject matter, and may be modified only by a written
instrument duly executed by each party.


<PAGE>

         Section 18.       Notices.

         Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail, or similar overnight
delivery or courier service or delivered (in person or by telecopy, telex, or
similar telecommunications equipment) against receipt to the party to whom it is
to be given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 18). Notice to the estate of
Consultant shall be sufficient if addressed to Consultant as provided in this
Section 18. Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.
Any notice given by other means permitted by this Section 18 shall be deemed
given at the time of receipt thereof.

         Section 19.       Waiver.

         Any waiver by any party of a breach of any provision of this Agreement
shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure
of a party to insist upon strict adherence to any term of this Agreement on one
or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Any waiver must be in writing.

         Section 20.       Headings.

         The headings in this Agreement are solely for the convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.

         Section 21.       Counterparts; Governing Law.

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. It shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws.

         Section 22.       Acknowledgment.

         CONSULTANT EXPRESSLY ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT SHE
HAS CAREFULLY READ THIS AGREEMENT; THAT SHE FULLY UNDERSTANDS THE TERMS,
CONDITIONS, AND SIGNIFICANCE OF THIS AGREEMENT; THAT SHE HAS HAD AMPLE TIME TO
CONSIDER AND NEGOTIATE THIS AGREEMENT; THAT THE COMPANY AND GP HAVE ADVISED HER
TO CONSULT WITH AN ATTORNEY CONCERNING THIS AGREEMENT; THAT SHE HAS HAD A FULL
OPPORTUNITY TO AND HAS IN FACT REVIEWED THIS AGREEMENT WITH HER ATTORNEY, AND
THAT SHE HAS EXECUTED THIS AGREEMENT VOLUNTARILY, KNOWINGLY, AND WITH SUCH
ADVICE OF COUNSEL AS SHE HAS DEEMED APPROPRIATE.


<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                   Five Star Products, Inc.


                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:


                                   GP Strategies Corporation


                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:




                                      Cynthia Krugman


<PAGE>