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 Richard Grad,
residing at 15 Schindler Way, Livingston, NJ 07039("Consultant").


                               W I T N E S S E T H

     WHEREAS,  Consultant  desires to terminate his 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 he
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 his then-current residence in order to provide
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.


<PAGE>

     Section 2. Term.

     The term of this  Agreement  (the "Term")  shall  commence on the Effective
Date (as hereinafter  defined) and end on the fifth anniversary of the Effective
Date,  unless  earlier  terminated  as  provided  in  Section  6(g).  Consultant
acknowledges  and agrees that his  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 $145,000 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) Options.  All options to purchase the  Company's  stock or GP's
stock held by Consultant on the Effective Date shall be terminated.  On the date
that is six months and one day after the Effective Date (the "Grant Date"),  (i)
the Company shall grant to Consultant  options  ("Company  Options") to purchase
all or any part of 150,000 shares of the Company's common stock ("Common Stock")
at an exercise  price equal to the closing  market  price of the Common Stock on
the Grant  Date,  provided  the Term is in effect on such date and (ii) GP shall
grant to Consultant options ("GP Options" and together with the Company Options,
"Options")  to purchase  all or any part of 15,000  shares of GP's common  stock
("GP Common  Stock") at an exercise  price equal to the closing  market price of
the GP Common  Stock on the Grant Date,  provided  the Term is in effect on such
date. The Company  Options shall be granted under the Company's  option plan, if
options are available  under the plan,  or, if not  available,  shall be granted
outside the Company's  option plan on terms  comparable to options granted under
the plan.  Company  Options to purchase 30,000 shares of Common Stock shall vest
on the Grant Date, and Company  Options to purchase an additional  30,000 shares
of Common Stock shall vest on each of the first four  anniversaries of the Grant
Date,  provided,  in each case,  that the Term is in effect on such date. The GP
Options shall be granted under GP's option plan, if options are available  under
the plan,  or if not  available,  shall be granted  outside  GP's option plan on
terms comparable to options granted under the plan. GP Options to purchase 3,000
shares of GP Common  Stock  shall  vest on the Grant  Date,  and GP  Options  to
purchase an additional 3,000 shares of GP Common Stock shall vest on each of the
first four  anniversaries  of the Grant Date,  provided,  in each case, that the
Term is in effect on such date.  Except as provided in Section 6(g), all Options
shall terminate on the fifth anniversary of the Grant Date.


<PAGE>

             (c)  Automobile.  With  respect  to  Consultant's  existing  leased
automobile provided by the Company,  the Company will pay the lease payments and
automobile  insurance costs up to an aggregate annual amount of $16,500.  If the
aggregate  amount of such payments is less than $16,500 in any year, the Company
will pay  Consultant the balance in cash.  After the expiration of  Consultant's
existing  automobile  lease,  the  Company  shall  provide  Consultant  with  an
automobile  expense allowance in the amount of $16,500 per year, payable monthly
in advance.

             (d) Benefit Plans.  Consultant  shall be entitled to participate in
the Company's benefit plans as follows:

             (i)  Consultant  and his  spouse  (if  any)  will be  permitted  to
participate in the Company's  medical plan to the same extent Consultant and his
spouse were entitled to participate and had elected benefits on the date hereof;
and

             (ii) the Company  shall  maintain the group life  insurance  policy
covering Consultant 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.

             (e) 401(k)  Plan.  Promptly  after all  required  documentation  is
completed  by  Consultant,  any  investments  held  by  Consultant  through  the
Company's 401(k) Plan shall be distributed to a rollover IRA to be maintained by
Consultant as directed by Consultant.

     Section 4. Expenses.

     The Company  shall  reimburse  Consultant  promptly  for any  out-of-pocket
expense  incurred by him 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,  192,308  shares  (the
"Shares") of Common Stock for the aggregate  purchase  price of $25,000.  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
and in proper  form for  transfer.  Consultant  represents  and  warrants to the
Company  that  he owns  the  Shares,  free  and  clear  of all  liens,  security
interests, pledges, charges, or encumbrances.


<PAGE>

     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 his  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 six years after the Effective Date, Consultant will not:

             (i) solicit  the  employment  of any  employee or (other than Cindy
     Krugman)  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 relationships  between
     the Company or GP and their respective  Customers,  suppliers,  lenders, or
     business associates; or


<PAGE>

             (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).

     (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.

<PAGE>

             (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,  all Options granted  hereunder  shall immediate  terminate and 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,  his  services  hereunder  shall
terminate, and in such case:

     (a) the Company  will have no further  obligation  or  liability  hereunder
except that the  Company  shall pay to  Consultant's  spouse (or if he leaves no
spouse, to his estate or designated  beneficiary),  the Fees, and shall maintain
the  benefits  set forth in Section  3(d)(i)  for the  benefit  of  Consultant's
spouse, each through the fifth anniversary of the Effective Date; and

     (b) all Options shall become immediately exercisable.


<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, he 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(d) for the benefit of Consultant and his spouse,
each through the fifth anniversary of 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 he 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 he 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 he files any charge, complaint or commences any litigation of any kind
that is covered by this Agreement, he 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 he 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 his 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 his  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 his 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 his
attorney prior to executing this Agreement. Consultant further acknowledges that
the  Company  and GP have  given  him 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 his  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 him 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 his
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 him all of the  wages,
commissions,  bonuses and accrued vacation pay through the date of his 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 his  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 him hereunder
if he 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 HE HAS
CAREFULLY READ THIS AGREEMENT;  THAT HE FULLY UNDERSTANDS THE TERMS, CONDITIONS,
AND  SIGNIFICANCE OF THIS AGREEMENT;  THAT HE HAS HAD AMPLE TIME TO CONSIDER AND
NEGOTIATE  THIS  AGREEMENT;  THAT THE COMPANY AND GP HAVE ADVISED HIM TO CONSULT
WITH AN ATTORNEY  CONCERNING THIS AGREEMENT;  THAT HE HAS HAD A FULL OPPORTUNITY
TO AND HAS IN FACT REVIEWED THIS  AGREEMENT  WITH HIS ATTORNEY,  AND THAT HE HAS
EXECUTED THIS AGREEMENT VOLUNTARILY,  KNOWINGLY, AND WITH SUCH ADVICE OF COUNSEL
AS HE 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:



                                   ___________________________________________
                                   Richard Grad


NY\88573.10