TERMINATION AGREEMENT

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                                                                    EXHIBIT 10.8

                              TERMINATION AGREEMENT

The undersigned agree that the Management Agreement dated July 30, 2004, between

National Patent Development Corporation ("NPDC") and GP Strategies Corporation

("GP"), pursuant to which it was contemplated NPDC would provide certain

services to GP, is hereby terminated effective June 30, 2005.

NPDC and GP further agree that all amounts owed for Services rendered by NPDC to

GP under the Management Agreement have been paid as of the date hereof, and that