AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other persons signatory below of a statement on Schedule 13D or any
amendments thereto, with respect to the Common Stock of GP Strategies
Corporation, and that this Agreement be included as an attachment to such
filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 22nd day of February, 2000.
XXXXXXXX XXXXXXXX & CO., L.P.
By: /s/ G. Xxxxx Xxxxxxxx
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Name: G. Xxxxx Xxxxxxxx
Title: General Partner
/s/ G. Xxxxx Xxxxxxxx
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G. Xxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Dated: February 22, 2000