Amendment To the

                                    Amendment

                                     To the

                              Employment Agreement

         This Amendment, dated as of January 21, 2005, to the Employment
Agreement, dated as of July 1, 1999 (the "Employment Agreement") between GP
Strategies Corporation, a Delaware corporation with principal executive offices
at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 (the "Company"), and Xxxxx X.
Xxxxxxxxx residing at 0 Xxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 ( "Employee").

         WHEREAS, the Company and Employee wish to amend the Employment
Agreement to modify the term of the Employment Agreement.

         NOW, THEREFORE, intending to be legally bound, and for and in
consideration of the mutual covenants set forth herein, the parties hereto agree
to amend the Employment Agreement as follows:

     1.   Section 3 of the Employment Agreement is hereby amended by replacing
          Section 3 with the following new paragraph:

          "Unless sooner terminated in accordance with the provisions of this
          Agreement, the term of employment of Employee by the Company pursuant
          to this Agreement shall be for the period (the "Employment Period")
          commencing on the date hereof and ending on June 30, 2008."

     2.   Except as otherwise amended hereby, the Employment Agreement shall
          remain unamended and in full force and effect.



                                               GP STRATEGIES CORPORATION


                                               By: _____________________
                                                   Xxxxxx X. Xxxxxxx
                                                   Chief Executive Officer



                                               Xxxxx X. Xxxxxxxxx
                                               Employee