EXHIBIT 10.10
                                 PROMISSORY NOTE

$4,500,000.00                                            New York, New York
                                                             August 2, 2002



         The undersigned, FIVE STAR PRODUCTS, INC., hereby promises to pay to
the order of JL DISTRIBUTORS, INC. ("Payee"; Payee, and any subsequent holder[s]
hereof, being hereinafter referred to collectively as "Holder") on September 30,
2004, at the offices of Holder or at such other place or places as Holder may
from time to time designate in writing, in lawful money of the United States of
America, the principal amount of Four Million Five Hundred Thousand and no/100
Dollars ($4,500,000.00), with interest at the rate of 8% per annum from the date
hereof, payable on September 30, 2002 and quarterly on each December 31, March
31, June 30 and September 30, thereafter, until the entire principal amount
hereof has been paid.

     1. Prepayment.  The undersigned may at any time or from time to time prepay
all or any part of the principal  amount of this Note, with accrued  interest on
the amount prepaid to the date of prepayment, but without penalty or premium.

     2. Events of Default.  If any of the following  events (each,  an "Event of
Default") shall occur:


        (a) The  undersigned  shall default in the payment of any installment of
            interest on this Note when due, and such default shall  continue for
            a period of ten (10) days after  written  notice  thereof shall have
            been sent to the undersigned by Holder; or

        (b) A voluntary case in bankruptcy  shall be begun by the undersigned or
            any order for relief against the undersigned  shall be entered in an
            involuntary case in bankruptcy; or

        (c) The  undersigned  shall fail, or admit in writing its inability,  to
            pay its debts as they mature, by acceleration or otherwise;  or make
            a  settlement  with  or  general   assignment  for  the  benefit  or
            creditors;  or a committee of creditors  shall be appointed  for the
            undersigned  or a receiver or receivers or a custodian or custodians
            shall  be  appointed  for  or  shall  take  possession  of  all or a
            substantial part of the undersigned's property;

then (i) in the case of an Event of Default described in clause (b) or (c)
above, the outstanding principal of this Note and all accrued interest thereon
shall become immediately due and payable, without presentment, demand, protest
or notice of any kind, all of which are expressly waived; and (ii) in the case
of an Event of Default described in clause (a) above, Holder may at any time
(unless all defaults theretofore shall have been remedied), by written notice to
the undersigned, declare the principal of and the accrued interest on
this Note to be due and payable without presentment, demand, protest or further
notice, all of which are expressly waived.

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     3.  Change  of  Control.  At any time  after a  change  of  control  of the
undersigned  (as defined  below) has occurred,  Holder may, by written notice to
the undersigned,  declare the principal of and the accrued interest on this Note
to be due and payable without  presentment,  demand,  protest or further notice,
all of which are  expressly  waived.  For  purposes  of this Note,  a "change of
control  of  the  undersigned"  shall  mean  (a) a  change  of  control  of  the
undersigned  of a nature  that would be  required  to be reported in response to
Item 1(a) of Current  Report on Form 8-K  pursuant to Section 13 or 15(d) of the
Securities  Exchange Act of 1934 (the  "Exchange  Act"),  other than a change of
control of the  undersigned  resulting in control by Holder or a group including
Holder,  (b) any "person"  (as such term is used in Sections  13(d) and 14(d) of
the Exchange Act), other than Holder or a group including  Holder, is or becomes
the  "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
directly or indirectly,  of securities of the  undersigned  representing  20% or
more  of the  combined  voting  power  of  the  undersigned's  then  outstanding
securities,  or (c) at any  time  individuals  who  were  either  nominated  for
election by the Board of  Directors  of the  undersigned  or were elected by the
Board of  Directors of the  undersigned  cease for any reason to  constitute  at
least a majority of the Board of Directors of the undersigned.

     4.  Governing  Law.  This Note shall be  construed in  accordance  with and
governed by the laws of the State of New York.



                                             FIVE STAR PRODUCTS, INC.



                                             By: Charles Dawson
                                                 President