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                                                                    EXHIBIT 10.1

                            INDEMNIFICATION AGREEMENT

      This Indemnification Agreement ("Agreement") is made as of _______, 20__
by and between GP Strategies Corporation, a Delaware corporation (the
"Company"), and _________ ("Indemnitee").

                                    RECITALS

      WHEREAS, highly competent persons have become more reluctant to serve
publicly-held corporations as [directors] [officers] or in other capacities
unless they are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the corporation;

      WHEREAS, the Board of Directors of the Company (the "Board") has
determined that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a
customary and widespread practice among United States-based corporations and
other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself. The Company's
Amended and Restated By-Laws ("By-Laws") and Restated Certificate of
Incorporation, as amended, ("Certificate of Incorporation") require
indemnification of the officers and directors of the Company. Indemnitee may
also be entitled to indemnification pursuant to the General Corporation Law of
the State of Delaware ("DGCL"). The By-Laws, Certificate of Incorporation and
the DGCL expressly provide that the indemnification provisions set forth therein
are not exclusive, and thereby contemplate that contracts may be entered into
between the Company and members of the Board, officers and other persons with
respect to indemnification;

      WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining such
persons;

      WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company's stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the future;

      WHEREAS, it is reasonable, prudent and necessary for the Company to
contractually obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they
will not be so indemnified;


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      WHEREAS, this Agreement is a supplement to and in furtherance of the
By-Laws, Certificate of Incorporation and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder;

      WHEREAS, Indemnitee does not regard the protection available under the
By-laws, Certificate of Incorporation and the Company's insurance as adequate in
the present circumstances, and may not be willing to serve as an officer or
director without adequate protection, and the Company desires Indemnitee to
serve in such capacity. Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition that
he be so indemnified; and

      NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

      Section 1. Services to the Company. Indemnitee agrees to serve as a
[director] [officer] of the Company. Indemnitee may at any time and for any
reason resign from such position (subject to any other contractual obligation or
any obligation imposed by operation of law), in which event the Company shall
have no obligation under this Agreement to continue Indemnitee in such position.
This Agreement shall not be deemed an employment contract between the Company
(or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee
specifically acknowledges that Indemnitee's employment with the Company (or any
of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee
may be discharged at any time for any reason, with or without cause, except as
may be otherwise provided in any written employment contract between Indemnitee
and the Company (or any of its subsidiaries or any Enterprise), other applicable
formal severance policies duly adopted by the Board, or, with respect to service
as a director or officer of the Company, by the Certificate of Incorporation,
the By-Laws, and the DGCL. The foregoing notwithstanding, this Agreement shall
continue in force after Indemnitee has ceased to serve as an [director]
[officer] of the Company.

      Section 2.  Definitions.   As used in this Agreement:

            (a) A "Change in Control" shall be deemed to occur upon the earliest
to occur after the date of this Agreement of any of the following events:

                  i. Acquisition of Stock by Third Party. Any Person (as defined
below) is or becomes the Beneficial Owner (as defined below), directly or
indirectly, of securities of the Company representing 15% or more of the
combined voting power of the Company's then outstanding securities; provided,
however, that any Person who is a Beneficial Owner, directly or indirectly, of
securities of the Company representing 15% or more of the combined voting power
on the date hereof shall not be deemed to trigger a Change of Control within the
meaning of this definition;

                  ii. Change in Board of Directors. During any period of two
consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the


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Board or nomination for election by the Company's stockholders was approved by a
vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at
least a majority of the members of the Board;

                  iii. Corporate Transactions. The effective date of a merger or
consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 51% of the combined voting power
of the voting securities of the surviving entity outstanding immediately after
such merger or consolidation and with the power to elect at least a majority of
the board of directors or other governing body of such surviving entity;

                  iv.   Liquidation.  The approval by the stockholders of the
Company of a complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company's
assets; and

                  v. Other Events. There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange Act (as defined below), whether or not the
Company is then subject to such reporting requirement.

For purposes of this Section 2(a), the following terms shall have the following
meanings:

                  (A) "Exchange Act" shall mean the Securities Exchange Act of
            1934, as amended.

                  (B) "Person" shall have the meaning as set forth in Sections
            13(d) and 14(d) of the Exchange Act; provided, however, that Person
            shall exclude (i) the Company; (ii) any trustee or other fiduciary
            holding securities under an employee benefit plan of the Company;
            and (iii) any corporation owned, directly or indirectly, by the
            stockholders of the Company in substantially the same proportions as
            their ownership of stock of the Company.

                  (C) "Beneficial Owner" shall have the meaning given to such
            term in Rule 13d-3 under the Exchange Act; provided, however, that
            Beneficial Owner shall exclude any Person otherwise becoming a
            Beneficial Owner by reason of the stockholders of the Company
            approving a merger of the Company with another entity.

            (b) "Corporate Status" describes the status of a person who is or
was a director, officer, employee or agent of the Company or of any other
corporation, limited liability


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company, partnership or joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

            (c) "Disinterested Director" means a director of the Company who is
not and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.

            (d) "Enterprise" shall mean the Company and any other corporation,
limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of
the Company as a director, officer, employee, agent or fiduciary.

            (e) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, or
otherwise participating in, a Proceeding. Expenses also shall include (i)
Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating
to any cost bond, supersedeas bond, or other appeal bond or its equivalent; and
(ii) for purposes of Section 13(d) only, Expenses incurred by Indemnitee in
connection with the interpretation, enforcement or defense of Indemnitee's
rights under this Agreement, by litigation or otherwise. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.

            (f) "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company
or Indemnitee in any matter material to either such party (other than with
respect to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements); or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee's rights under this
Agreement. The Company agrees to pay the reasonable fees and expenses of the
Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.

            (g) The term "Proceeding" shall include any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative or investigative
nature, in which Indemnitee was, is or will be involved as a party or otherwise
by reason of the fact that Indemnitee is or was a director or officer of the
Company, by reason of any action taken by him or of any action on his part while
acting as director or officer of the Company, or by reason of the fact that he
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, limited liability company,


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partnership, joint venture, trust or other enterprise, in each case whether or
not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be
provided under this Agreement; except one initiated by an Indemnitee to enforce
his rights under this Agreement.

            (h) Reference to "other enterprise" shall include employee benefit
plans References to "fines" shall include any excise tax assessed with respect
to any employee benefit plan. References to "serving at the request of the
Company" shall include any service as a director, officer, employee or agent of
the Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries. A person who acted in good faith and in a manner
he reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in
manner "not opposed to the best interests of the Company."

      Section 3. Indemnity in Third-Party Proceedings. The Company shall
indemnify Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee is, or is threatened to be made, a party to or a participant in any
Proceeding, other than a Proceeding by or in the right of the Company to procure
a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be
indemnified to the fullest extent permitted by applicable law against all
Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, in the case of a criminal proceeding had no
reasonable cause to believe that his conduct was unlawful.

      Section 4. Indemnity in Proceedings by or in the Right of the Company. The
Company shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee is, or is threatened to be made, a party to or a
participant in any Proceeding by or in the right of the Company to procure a
judgment in its favor. Pursuant to this Section 4, Indemnitee shall be
indemnified to the fullest extent permitted by applicable law against all
Expenses actually and reasonably incurred by him or on his behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company. No indemnification for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that the Delaware Court of Chancery or
any court in which the Proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification.

      Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provisions of this Agreement, to the
fullest extent permitted by applicable law and to the extent that Indemnitee is
a party to (or a participant in) and is successful, on the merits or otherwise,
in any Proceeding or in defense of any claim, issue or matter therein, in whole
or in part, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him in connection therewith. If Indemnitee is not

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wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. If the Indemnitee is not wholly
successful in such Proceeding, the Company also shall indemnify Indemnitee
against all Expenses reasonably incurred in connection with a claim, issue or
matter related to any claim, issue, or matter on which the Indemnitee was
successful. For purposes of this Section and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.

      Section 6. Indemnification For Expenses of a Witness. Notwithstanding any
other provision of this Agreement, to the fullest extent permitted by applicable
law and to the extent that Indemnitee is, by reason of his Corporate Status, a
witness in any Proceeding to which Indemnitee is not a party, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.

      Section 7.  Additional Indemnification.

            (a) Notwithstanding any limitation in Sections 3, 4, or 5, the
Company shall indemnify Indemnitee to the fullest extent permitted by applicable
law if Indemnitee is a party to or threatened to be made a party to any
Proceeding (including a Proceeding by or in the right of the Company to procure
a judgment in its favor) against all Expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee in connection with
the Proceeding.

            (b) For purposes of Section 7(a), the meaning of the phrase "to the
fullest extent permitted by applicable law" shall include, but not be limited
to:

                  i.    to the fullest extent permitted by the provision of
the DGCL that authorizes or contemplates additional indemnification by
agreement, or the corresponding provision of any amendment to or replacement
of the DGCL; and

                  ii. to the fullest extent authorized or permitted by any
amendments to or replacements of the DGCL adopted after the date of this
Agreement that increase the extent to which a corporation may indemnify its
officers and directors.

      Section 8.  Exclusions.   Notwithstanding any provision in this
Agreement, the Company shall not be obligated under this Agreement to make
any indemnity in connection with any claim made against Indemnitee:

            (a) for which payment has actually been made to or on behalf of
Indemnitee under any insurance policy or other indemnity provision, except with
respect to any excess beyond the amount paid under any insurance policy or other
indemnity provision;

            (b) for (i) an accounting of profits made from the purchase and sale
(or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act (as defined in Section 2(a) hereof)
or similar provisions of state statutory


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law or common law; or (ii) any reimbursement of the Company by the Indemnitee of
any bonus or other incentive-based or equity-based compensation or of any
profits realized by the Indemnitee from the sale of securities of the Company,
as required in each case under the Exchange Act; or

            (c) except as provided in Section 13(d), in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to
its initiation; or (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law.

      Section 9. Advances of Expenses. Notwithstanding any provision of this
Agreement to the contrary, the Company shall advance, to the extent not
prohibited by law, the Expenses incurred by Indemnitee in connection with any
Proceeding, and such advancement shall be made within 30 days after the receipt
by the Company of a statement or statements requesting such advances from time
to time, whether prior to or after final disposition of any Proceeding. Advances
shall be unsecured and interest free. Advances shall be made without regard to
Indemnitee's ability to repay the Expenses and without regard to Indemnitee's
ultimate entitlement to indemnification under the other provisions of this
Agreement. Advances shall include any and all reasonable Expenses incurred
pursuing an action to enforce this right of advancement, including Expenses
incurred preparing and forwarding statements to the Company to support the
advances claimed. The Indemnitee shall qualify for advances upon the execution
and delivery to the Company of this Agreement, which shall constitute an
undertaking providing that the Indemnitee undertakes to repay the advance to the
extent that it is ultimately determined that Indemnitee is not entitled to be
indemnified by the Company. This Section 9 shall not apply to any claim made by
Indemnitee for which indemnity is excluded pursuant to Section 8.

      Section 10. Procedure for Notification and Defense of Claim.

            (a) In order to obtain indemnification under this Agreement,
Indemnitee shall submit to the Company a written request, which shall include
documentation and information that is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification following the final disposition of such action, suit
or proceeding. Indemnitee's failure to notify the Company will not relieve the
Company from any liability that it may have to Indemnitee or otherwise than
under this Agreement. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification.

            (b)   The Company will be entitled to participate in the
Proceeding at its own expense.

      Section 11. Procedure Upon Application for Indemnification.

            (a) Upon written request by Indemnitee for indemnification pursuant
to the Section 10(a), a determination, if required by applicable law, with
respect to Indemnitee's entitlement thereto shall be made:


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            (i) if a Change in Control shall have occurred, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee; or

            (ii) if a Change in Control shall not have occurred,

                  (A) by a majority vote of the Disinterested Directors, even
      though less than a quorum of the Board;

                  (B) by a committee of Disinterested Directors designated by a
      majority vote of the Disinterested Directors, even though less than a
      quorum of the Board;

                  (C) if there are no Disinterested Directors or, if the
      Disinterested Directors direct, by Independent Counsel in a written
      opinion to the Board, a copy of which shall be delivered to Indemnitee; or

                  (D) if directed by the Board, by the stockholders of the
      Company.

If it is determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within 10 days after such determination. Indemnitee
shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee's entitlement to indemnification, which will include
providing to such person, persons or entity upon reasonable advance request
documentation or information that is not privileged or otherwise protected from
disclosure and that is reasonably available to Indemnitee and reasonably
necessary for such determination. Any costs or Expenses (including attorneys'
fees and disbursements) incurred by Indemnitee in so cooperating shall be borne
by the Company (regardless of the ultimate determination as to Indemnitee's
entitlement to indemnification) and the Company hereby indemnifies and agrees to
hold Indemnitee harmless therefrom.

            (b) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 11(a), the Independent
Counsel shall be selected as provided in this Section 11(b). If a Change in
Control shall not have occurred, the Independent Counsel shall be selected by
the Board, and the Company shall give written notice to Indemnitee advising him
of the identity of the Independent Counsel so selected. If a Change in Control
shall have occurred, the Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board, in
which event the preceding sentence shall apply), and Indemnitee shall give
written notice to the Company of the identity of the Independent Counsel. In
either event, Indemnitee or the Company, as the case may be, may, within 10 days
after such written notice of selection shall have been given, deliver to the
Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the
ground that the Independent Counsel does not meet the requirements of
"Independent Counsel" as defined in Section 2. The objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and
timely objection, the person selected shall act as Independent Counsel. If a
written objection is made and substantiated, the Independent Counsel may not
serve as Independent Counsel unless and until the objection is withdrawn or a
court has determined that objection is without merit. If no Independent Counsel
shall have been selected and not objected to within 20 days after the later of
(i) submission by Indemnitee of a written request for indemnification pursuant
to


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Section 10(a) and (ii) the final disposition of the Proceeding, then either the
Company or Indemnitee may petition a court of competent jurisdiction to resolve
any objection that shall have been made by the Company or Indemnitee to the
other's selection of Independent Counsel and/or for the appointment of an
Independent Counsel by the Court (or by such other person as the Court shall
designate). The person with respect to whom all objections are resolved or the
person appointed shall act as Independent Counsel under Section 11(a). Upon the
due commencement of any judicial proceeding or arbitration pursuant to Section
13(a), Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

      Section 12. Presumptions and Effect of Certain Proceedings.

            (a) In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall, to the fullest extent not prohibited by law, presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 10(a). The
Company shall, to the fullest extent not prohibited by law, have the burden of
proof to overcome that presumption. Neither the failure of the Company
(including by its directors or independent legal counsel) to have made a
determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by
its directors or independent legal counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of conduct.

            (b) Subject to Section 13(e), if the person, persons or entity
empowered or selected under Section 11 to determine whether Indemnitee is
entitled to indemnification does not make a determination within 60 days after
receipt by the Company of the request therefor, then the requisite determination
shall, to the fullest extent not prohibited by law, be deemed to have been made
and Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee's statement not materially misleading, in
connection with the request for indemnification; or (ii) a prohibition of such
indemnification under applicable law; provided, however, that such 60-day period
may be extended for a reasonable time, not to exceed an additional 30 days, if
the person, persons or entity making the determination requires in good faith
such additional time in order to obtain and evaluate documentation and/or
information relating thereto. The foregoing provisions of this Section 12(b)
shall not apply if:

            (i) the determination of entitlement to indemnification is to be
made by the stockholders pursuant to Section 11(a) and if:

                  (A) within 15 days after receipt by the Company of the request
      for such determination the Board has resolved to submit such determination
      to the stockholders for their consideration at an annual meeting thereof
      to be held within 75 days after such receipt and such determination is
      made at such annual meeting; or


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                  (B) a special meeting of stockholders is called within 15 days
      after such receipt for the purpose of making such determination, such
      meeting is held for such purpose within 60 days after having been so
      called and such determination is made at such special meeting; or

            (ii) if the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 11(a).

            (c) The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly
provided in this Agreement) adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.

            (d) Reliance as Safe Harbor. For purposes of any determination of
good faith, Indemnitee shall be deemed to have acted in good faith if
Indemnitee's action is based on (i) the records or books of account of the
Enterprise, including financial statements; (ii) information supplied to
Indemnitee by the officers of the Enterprise in the course of their duties;
(iii) the advice of legal counsel for the Enterprise; or (iv) information or
records given or reports made to the Enterprise by an independent certified
public accountant or by an appraiser or other expert selected with the
reasonable care by the Enterprise. The provisions of this Section 12(d) shall
not be exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement.

            (e) Actions of Others. The knowledge and/or actions, or failure to
act, of any director, officer, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.

      Section 13. Remedies of Indemnitee.

            (a) Subject to Section 13(e), in the event that (i) a determination
is made pursuant to Section 11 that Indemnitee is not entitled to
indemnification under this Agreement; (ii) advancement of Expenses is not timely
made pursuant to Section 9; (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 11(a) of this Agreement
within 90 days after receipt by the Company of the request for indemnification;
(iv) payment of indemnification is not made pursuant to Section 5 or 6 or the
last sentence of Section 11(a) within 10 days after receipt by the Company of a
written request therefor; (v) payment of indemnification pursuant to Section 3,
4 or 7 is not made within 10 days after a determination has been made that
Indemnitee is entitled to indemnification; or (vi) the Company or any other
person takes or threatens to take any action to declare this Agreement void or
unenforceable, or institutes any litigation or other action or Proceeding
designed to deny, or to recover from, the Indemnitee the benefits provided or
intended to be provided to the Indemnitee hereunder, Indemnitee shall be
entitled to an adjudication by a court of his entitlement to such
indemnification or advancement of Expenses. Alternatively, Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial


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Arbitration Rules of the American Arbitration Association. Indemnitee shall
commence such proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 13(a); provided, however, that
the foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 5. The Company shall not oppose
Indemnitee's right to seek any such adjudication or award in arbitration.

            (b) In the event that a determination shall have been made pursuant
to Section 11(a) that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section 13 shall
be conducted in all respects as a de novo trial, or arbitration, on the merits
and Indemnitee shall not be prejudiced by reason of that adverse determination.
In any judicial proceeding or arbitration commenced pursuant to this Section 13,
the Company shall have the burden of proving Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.

            (c) If a determination shall have been made pursuant to Section
11(a) that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee's
statement not materially misleading, in connection with the request for
indemnification; or (ii) a prohibition of such indemnification under applicable
law.

            (d) The Company shall, to the fullest extent not prohibited by law,
be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 13 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the
provisions of this Agreement. It is the intent of the Company that the
Indemnitee not be required to incur legal fees or other Expenses associated with
the interpretation, enforcement or defense of Indemnitee's rights under this
Agreement by litigation or otherwise because the cost and expense thereof would
substantially detract from the benefits intended to be extended to the
Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all
Expenses and, if requested by Indemnitee, shall (within 10 days after receipt by
the Company of a written request therefor) advance, to the extent not prohibited
by law, such Expenses to Indemnitee, which are incurred by Indemnitee in
connection with any action brought by Indemnitee for indemnification or advance
of Expenses from the Company under this Agreement or under any directors' and
officers' liability insurance policies maintained by the Company, regardless of
whether Indemnitee ultimately is determined to be entitled to such
indemnification, advancement of Expenses or insurance recovery, as the case may
be.

            (e) Notwithstanding anything in this Agreement to the contrary, no
determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.

      Section 14. Non-exclusivity; Survival of Rights; Insurance;
Subrogation.

            (a) The rights of indemnification and to receive advances of
Expenses hereunder shall not be deemed exclusive of any other rights to which
Indemnitee may at any time


                                       11
<PAGE>

be entitled under applicable law, the By-Laws, the Certificate of Incorporation,
any agreement, a vote of stockholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his
Corporate Status prior to such amendment, alteration or repeal. To the extent
that a change in Delaware law, whether by statute or judicial decision, permits
greater indemnification or advancement of Expenses than would be afforded
currently under the By-Laws, the Certificate of Incorporation and this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change. No right or
remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy. To the extent that any rights of
indemnification and to receive advances of Expenses hereunder are inconsistent
with those provided for under the By-Laws, the Certificate of Incorporation or
applicable law, it is the intent of the parties that the rights most favorable
to the Indemnitee under the By-Laws, the Certificate of Incorporation, this
Agreement or applicable law shall govern.

            (b) To the extent that the Company maintains an insurance policy or
policies providing liability insurance for directors, officers, employees, or
agents of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage
available for any such director, officer, employee or agent under such policy or
policies. If, at the time of the receipt of a notice of a claim pursuant to the
terms hereof, the Company has director and officer liability insurance in
effect, the Company shall give prompt notice of the commencement of such
proceeding to its insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of
such policies.

            (c) In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including executing documents that are
necessary to enable the Company to bring suit to enforce such rights.

            (d) The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable (or for which advancement is provided
hereunder) hereunder if and to the extent that Indemnitee has otherwise actually
received such payment under any insurance policy, contract, agreement or
otherwise.

            (e) The Company's obligation to indemnify or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as a
director, officer, employee or agent of any other corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other
enterprise shall be reduced by any amount Indemnitee has


                                       12
<PAGE>

actually received as indemnification or advancement of Expenses from such other
corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise.

      Section 15. Duration of Agreement. This Agreement shall continue until and
terminate upon the later of: (a) 10 years after the date that Indemnitee shall
have ceased to serve as a [director] [officer] of the Company; or (b) one year
after the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 13
relating thereto. This Agreement shall be binding upon the Company and its
successors and assigns and shall inure to the benefit of Indemnitee and his
heirs, executors and administrators.

      Section 16. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation, remaining portions of any Section
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and shall remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions shall be deemed reformed to
the extent necessary to conform to applicable law and to give the maximum effect
to the intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, remaining portions
of any Section containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.

      Section 17. Enforcement.

            (a) The Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereby in order to
induce Indemnitee to serve as a director or officer of the Company, and the
Company acknowledges that Indemnitee is relying upon this Agreement in serving
as a director or officer of the Company.

            (b) This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof; provided, however,
that this Agreement is a supplement to and in furtherance of the By-Laws, the
Certificate of Incorporation and applicable law, and shall not be deemed a
substitute therefore, nor to diminish or abrogate any rights of Indemnitee
thereunder.

      Section 18. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by the
parties thereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions of this Agreement
nor shall any waiver constitute a continuing waiver.

      Section 19. Notice by Indemnitee. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment,


                                       13
<PAGE>

information or other document relating to any Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered hereunder. The
failure of Indemnitee to so notify the Company shall not relieve the Company of
any obligation which it may have to the Indemnitee under this Agreement or
otherwise.

      Section 20. Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given if (a) delivered by hand and receipted for by the party to
whom said notice or other communication shall have been directed; (b) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed; (c) mailed by reputable overnight
courier and receipted for by the party to whom said notice or other
communication shall have been directed; or (d) sent by facsimile transmission,
with receipt of oral confirmation that such transmission has been received:

            (a) If to Indemnitee, at the address indicated on the signature page
of this Agreement, or such other address as Indemnitee shall provide to the
Company.

            (b)   If to the Company to:

                  GP Strategies Corporation
                  777 Westchester Avenue
                  White Plains, New York 10604
                  Attn: _____________________

or to any other address as may have been furnished to Indemnitee by the
Company.

      Section 21. Contribution. To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating to
an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to
such Proceeding; and/or (ii) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).

      Section 22. Applicable Law and Consent to Jurisdiction. This Agreement and
the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 13(a), the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the
Chancery Court of the State of Delaware (the "Delaware Court"), and not in any
other state or federal court in the United States of America or any court in any
other country; (ii) consent to submit to the exclusive jurisdiction of the
Delaware Court for purposes of any action or proceeding arising out of or in
connection with this Agreement; (iii) appoint, to the extent such party is not
otherwise


                                       14
<PAGE>

subject to service of process in the State of Delaware, irrevocably ____________
as its agent in the State of Delaware as such party's agent for acceptance of
legal process in connection with any such action or proceeding against such
party with the same legal force and validity as if served upon such party
personally within the State of Delaware; (iv) waive any objection to the laying
of venue of any such action or proceeding in the Delaware Court; and (v) waive,
and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or inconvenient
forum.

      Section 23. Identical Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement.

      Section 24. Miscellaneous. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof.

                            [Signature Page Follows]


                                       15
<PAGE>



      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as
of the day and year first above written.

GP STRATEGIES CORPORATION                 INDEMNITEE


By: ___________________                   ____________________
Name:                                     Name:
Title:                                    Title:
                                          Address:


                                       16