LOCK-UP AGREEMENT

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                                                                    EXHIBIT 10.3

                                LOCK-UP AGREEMENT

      LOCK-UP AGREEMENT, dated as of July 27, 2005 (the "Agreement"), between GP

Strategies Corporation, a Delaware corporation (the "Company"), and Scott N.

Greenberg (the "Employee").

      WHEREAS, as a condition to the Company's willingness to issue 42,000

shares (the "Shares") of Company Common Stock to the Employee pursuant to the

Company's 2003 Incentive Stock Plan, the Company has requested that the Employee

agree to be bound by the terms of this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

and agreements contained herein, and intending to be legally bound hereby, the

parties hereby agree as follows:

Section 1 Lock-up. The Employee hereby agrees that, except as provided pursuant

to Section 2, prior to January 1, 2008, the Employee will not, without prior

written consent of the Company, directly or indirectly, (i) offer, pledge,

hypothecate, sell, contract to sell, enter any agreement to sell, sell any

option or contract to purchase, purchase any option or contract to sell, grant

any option, right or warrant for the sale of, or otherwise dispose of or

transfer any Shares, or (ii) enter into any swap or any other agreement or any

transaction that transfers, in whole or in part, directly or indirectly, the

economic consequence of any Shares, whether any such transaction is to be

settled by delivery of Shares or other securities, in cash or otherwise (all

actions referred to in this Section 1 are hereinafter collectively referred to

as "Dispose Of").

Section 2 Restrictive Legend. Any certificate representing Shares shall have a

legend substantially as follows:

      "The shares represented by this certificate have not been registered under

      the Securities Act of 1933, as amended (the "Securities Act"), and may not

      be offered, sold, pledged, or otherwise transferred (nor may the holder

      otherwise hedge its exposure with respect to the shares) except (1) if

      they have been registered under the Securities Act or (2) if the

      Corporation has been furnished with an opinion of legal counsel,

      reasonably satisfactory to the Corporation, to the effect that such sale

      or transfer is exempt from the registration requirements of the Securities

      Act.

      The shares represented by this certificate are subject to a lock-up

      agreement until December 31, 2007 between the holder and the Corporation."

The Employee agrees and consents to the entry of stock transfer instructions

with the Company's transfer agent against the transfer of any Shares held by the

Employee except in compliance with the foregoing restrictions.

Section 3 Exempt Transacti