Exhibit 10.1

                                    Amendment

                                     to the

              Amended and Restated Incentive Compensation Agreement

         This Amendment to the Amended and Restated Agreement, dated June 11,
2003, between GP Strategies Corporation, a Delaware corporation with principal
executive offices at 777 Westchester Avenue, White Plains, NY 10604 (the
"Company"), and Jerome I. Feldman, residing at 145 West Patent Road, Bedford
Hills, NY 10507 ("Employee"), is effective as of October 1, 2003.

         WHEREAS, the Company and Employee originally entered into an agreement,
dated as of May 3, 2002, to provide incentive compensation to Employee, which
agreement was subsequently amended and restated, effective as of June 11, 2003
(the "Amended and Restated Agreement");

         WHEREAS, the Company and Employee wish to amend the Amended and
Restated Agreement to modify the timing of certain payments under the Amended
and Restated 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 Amended and Restated Agreement as follows:

         1. Section 1 of the Amended and Restated Agreement is hereby amended by
adding the following new paragraphs to the end thereof:

                  Notwithstanding the foregoing, Employee may, by written notice
                  (a "Deferral Notice") to the Company, elect to defer receipt
                  of all, or a portion, of any Incentive Payment (any amount so
                  deferred being a "Deferred Amount") for a Deferral Period;
                  provided that (x) any Deferral Notice with respect to any
                  Incentive Payment earned prior to December 31, 2003 must be
                  given prior to December 1, 2003, (y) any Deferral Notice with
                  respect to any Incentive Payment earned on or after December
                  31, 2003 must be given at least five business days prior to
                  the date that such Incentive Payment is earned (the date any
                  Incentive Payment is earned is referred to as the "Earned
                  Date" for such Incentive Payment), and (z) if, on any Earned
                  Date, any amount of principal or interest on any outstanding
                  loan from the Company to Employee (a "Loan Amount") is due and
                  payable and is not otherwise paid, the Deferred Amount shall
                  not exceed the excess, if any, of the amount of the Incentive
                  Payment earned on such Earned Date over the Loan Amount then
                  due.




                  Interest on each Deferred Amount shall accrue, from the
                  related Earned Date to the last day of the related Deferral
                  Period, at the prime lending rate announced by Fleet Bank,
                  N.A. (or its successor) from time to time minus 1%. Each
                  Deferred Amount, together with all accrued interest thereon,
                  shall be paid on the last day of the related Deferral Period.

                  The "Deferral Period" with respect to any Deferred Amount
                  shall be the period set forth in the related Deferral Notice,
                  provided that

                           (i)      no Deferral Period shall be less than six
                                    months (except as provided in clauses (iii)
                                    and (iv) below);

                           (ii)     unless Employee provides written notice to
                                    the Company at least 30 days prior to the
                                    expiration of any Deferral Period that
                                    Employee elects to receive the related
                                    Deferred Amount, such Deferral Period shall
                                    be extended automatically for an additional
                                    period equal to the original related
                                    Deferral Period, subject to clauses (iii)
                                    and (iv);

                           (iii)    no Deferral Period shall end later than
                                    December 31, 2013; and

                           (iv)     if any Loan Amount becomes due and payable
                                    and is not otherwise paid, the Deferral
                                    Period shall terminate (or, in the case of
                                    the application of (ii), not be extended)
                                    with respect to the lesser of (x) the
                                    aggregate of the then-outstanding Deferred
                                    Amounts and interest thereon and (y) such
                                    Loan Amount.

                  In any case where clause (iv) of the definition of Deferral
                  Period is applicable and the amount in clause (y) is less than
                  the amount in clause (x), the Deferral Periods which shall
                  terminate (in whole or in part) shall be those which would
                  otherwise terminate latest unless otherwise specified by
                  Employee by notice to the Company given not later than such
                  termination date.




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


                                         GP STRATEGIES CORPORATION



                                         By:__________________________________
                                            Its:______________________________



                                         ------------------------------------
                                         Jerome I. Feldman