GP STRATEGIES CORP
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit101.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>

                                                                  Exhibit 10.1


                                 PROMISSORY NOTE

$5,000,000.00                                               New York, New York
                                                                 April 1, 2001



      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,
2003,  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  Five   Million   and   no/100   Dollars
($5,000,000.00), with interest at the rate of 8% per annum from the date hereof,
payable on June 30, 2001 and quarterly on each September 30,  December 31, March
31, and June 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)   If  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

            (a)   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


<PAGE>


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.

            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 in
control  of  the  undersigned"  shall  mean  (a) a  change  in  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:   ___________________________________
                                          Name:
                                          Title:


<PAGE>


</TEXT>
</DOCUMENT>
