GP STRATEGIES CORP
TEAMING AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex102.txt
<DESCRIPTION>TEAMING AGREEMENT
<TEXT>
                                                                 Exhibit 10.2
                                TEAMING AGREEMENT
                                     Between
                        ManTech International Corporation
                                       And
                            GP Strategies Corporation


         THIS TEAMING AGREEMENT, (hereinafter referred to as the "Agreement")
made and entered into this 21st day of October, 2003, by and between GP
Strategies Corporation (hereinafter referred to as "Sub" or "GPX"), having
offices located at 777 Westchester Avenue, White Plains, NY 10604 and ManTech
International Corporation, a Delaware corporation, (hereinafter referred to as
"Prime" or "ManTech"), with offices located at 12015 Lee Jackson Highway,
Fairfax, VA 22033 (as used herein, the term "Party", "Receiving Party", and
"Disclosing Party" shall mean ManTech and GPX severally and the term "Parties"
means ManTech and GPX collectively).

                                    RECITALS

         WHEREAS, ManTech offers information technology and technical services
to customers in the federal government focusing primarily on critical national
defense programs for the intelligence community and the Department of Defense;
and

         WHEREAS, ManTech's customers occasionally request certain performance
improvement and technical training services that ManTech cannot offer to its
customers directly; and

         WHEREAS, ManTech and GPX desire to enter into this Agreement in order
to permit GPX to provide certain performance improvement and technical training
services to ManTech's customers at the request of ManTech; and

         WHEREAS, this Agreement is entered into to enable each Party to enjoy
the benefits of certain Confidential or Proprietary Information (as defined
herein) of the other Party and the capability of the other Party in areas which
are not otherwise independently and publicly available; and

         WHEREAS, the Parties believe that by combining their respective and
complementary skills, capabilities, and expertise, they can design, develop, and
provide superior services to ManTech's customers.

         NOW, THEREFORE, in consideration of the mutual promises hereinafter
contained, the Parties agree to enter into an Agreement, as follows:


<PAGE>

1.       PURPOSE

1.1 In the event Prime identifies a proposal opportunity which requires Prime's
expertise in the information technology and technical services area and Sub's
expertise in the performance improvement and technical training services area,
Prime and Sub will work together to prepare a response to such request for
proposals and both Parties shall use their commercially reasonable efforts to
cause the selection of Prime as Prime Contractor for the program and the
acceptance of Sub as the Subcontractor.

2.       PROPOSAL EFFORTS

2.1 Prior to submission of any joint proposal, the Parties shall agree on the
terms of the subcontract between Prime and Sub. If after negotiation in good
faith, the parties are unable to reach agreement on the terms of a subcontract,
each party shall be entitled to pursue the opportunity separately.

2.2 The Parties will furnish, for incorporation into any proposal, material
pertinent to the work assigned to the respective Parties, including, but not
limited to, manuscripts, art work, and Work Breakdown Structure (WBS), element
cost and/or pricing data, as appropriate. The Parties will furnish qualified
personnel who will cooperate together in drafting a proposal. The Sub shall
provide Prime, as part of its cost proposal, a Certificate of Current Cost or
Pricing Data with detailed supporting schedules consistent with Federal
Acquisition Regulations (FAR), except that Sub shall have the right to limit
disclosure of its proprietary financial data directly to the Comptroller of the
United States or the DCAA at its sole discretion.

2.3 If required, Sub will assure, as reasonably requested, availability of
management and technical personnel to assist Prime in discussions and
negotiations with the customer.

2.4 Each Party will bear all costs, risks, and liabilities incurred by it
arising out of its performance of this Agreement. The Prime will be responsible
for the graphic arts, printing, binding, and delivery costs of the proposal.
Neither Party shall have any right to any reimbursement, payment, or
compensation of any kind from the other during the period up to the award of a
prime contract unless otherwise specifically agreed to in writing by the
Parties.

2.5 The Prime will have the sole right to decide the form and content of all
documents submitted to the customer, its agencies, departments, or other
subdivisions thereof; however, Prime will afford Sub the opportunity to review
the form and the content of Sub's part of the proposal to ensure that Sub's data
is adequately identified and portrayed and Sub will have the opportunity to
ensure such corrections as shall be necessary were made by Prime. The Sub will
offer Prime its advice and aid and will prepare the substantive content of its
area of the proposal and other data and will have the opportunity to ensure any
corrections as shall be necessary were made by Prime.

2.6 Prime shall provide Sub with copies of correspondence or documentation with
the customer or with the Government which relates to the subcontract. Subject to
customer approval, Sub will have the right to be present at meetings with the
customer where the terms or performance of the subcontract will be discussed.


<PAGE>

2.7 In the event Prime is requested or presented the opportunity to make
presentations, whether orally or by written communications to the customer
concerning the proposal effort, the content of the presentation thereof
pertaining to Sub's portion of the proposal shall be made known to Sub, subject
to any prohibitions or restrictions which may be imposed by the Customer, and
Sub will support such presentations as reasonably requested by Prime if it
relates to Sub's area of the proposal.

3.       SUBCONTRACT

3.1 Each time during the period of this Agreement a prime contract is awarded to
Prime as a result of the Parties' joint proposal effort, Prime will, to the
extent permitted by Government rules, regulations, and applicable law, award a
subcontract to Sub for the work to be performed by Sub in accordance with the
schedule and technical specifications of the prime contract subject to the
provisions of paragraph 2.1 above.

3.2 The Parties agree that the terms and conditions of any resulting subcontract
will contain all the mandatory flow down provisions of the prime contract
(including, without limitation, termination for convenience and changes
provisions) to make the subcontract consistent with the terms and conditions of
the prime contract and such other terms as the Parties may mutually agree. It is
agreed that the terms and conditions will not conflict with Government rules,
regulations, and applicable law.

3.3 It is understood that Prime may be directed by the customer to place the
work contemplated as Sub's responsibility to another source or direct that such
work be bid on a competitive basis. In either of such cases, however, Prime, in
consultation and cooperation with Sub, shall use commercially reasonable efforts
to determine the cause of Sub's rejection and try to encourage the customer to
accept Sub. If such efforts are unsuccessful, it is agreed that Prime shall
comply with the customer's direction, and upon written notice to Sub, this
Agreement relating to the specific proposal effort shall terminate. Under such
circumstances, Prime shall have no further obligations to Sub hereunder for such
specific proposal effort, except any surviving obligations arising under
Sections 4 and 5 hereunder.

3.4 It is agreed between the Parties that Prime shall be prime contact with the
customer concerning the joint proposal. In the event it becomes desirable for
Sub to contact the customer concerning the joint proposal, such contact shall be
approved by Prime to ensure coordination of efforts and understanding of
commitments prior to such contacts.

3.5 Although Prime is contemplated as the prime interface with the customer, it
is recognized that Sub may have continuing relations with such customer and may
be the recipient of inquiries concerning the subject matter of this Agreement or
any specific jointly prepared proposal hereunder. Therefore, any cogent
communications invited by the customer directly with Sub concerning any matter
involving a specific proposal under this Agreement shall not be deemed to be a
breach of this Agreement, provided Prime is notified in a timely manner thereof
by Sub. This Agreement shall not be deemed to have been breached, and Sub shall
not be required to notify Prime concerning inconsequential communications
between the customer and Sub. The Sub shall, when reasonably possible, notify
Prime of such inconsequential communications.


<PAGE>

3.6 Any news release, public announcement, advertisement, or publicity released
by either Party concerning this Agreement, or any jointly prepared proposals,
resulting contracts or subcontracts to be carried out hereunder will be subject
to prior approval of Prime, except as required by law or stock exchange
regulation, and except that this Agreement and the terms thereof may be made
known to the United States Government if requested. Any such publicity shall
give due credit to the contribution of each Party.

4.       CONFIDENTIALITY

4.1 "Proprietary or Confidential Information" shall be defined as any
information (a) disclosed by one Party to the other, whether oral, written or in
other permanent form, which the Disclosing Party considers confidential or
proprietary including, without limitation, financial information, performance,
sales, technical data, marketing information, operating information, business
pricing polices, programs, data systems, inventions, discoveries or other such
work products, and (b) prominently identified as confidential or proprietary
using an appropriate legend, marking stamp, or other clear and conspicuous
written identification which unambiguously indicates the information being
provided is the Disclosing Party's Proprietary or Confidential Information. Any
such information other than in written or other permanent form when disclosed
shall be considered Proprietary or Confidential Information hereunder, but only
to the extent identified as the Disclosing Party's Proprietary or Confidential
Information at the time of original disclosure and within fifteen (15) calendar
days thereafter summarized and transmitted in written form which clearly and
conspicuously identifies such Proprietary or Confidential Information.

4.2 The Parties shall hold in confidence, and withhold from third parties, any
and all Proprietary or Confidential Information disclosed by one Party to the
other and shall use Proprietary or Confidential Information only for the
purpose(s) stated herein and for no other purpose unless the Disclosing Party
shall agree otherwise in writing. Each Party agrees to safeguard from theft,
loss, and negligent disclosure the other Party's Proprietary or Confidential
Information received pursuant to this Agreement by utilizing the same degree of
care as the Receiving Party utilizes to safeguard its own Proprietary or
Confidential Information of a similar character from theft, loss, and negligent
disclosure, but in no event shall such Party use less than reasonable care. Each
Party agrees to limit access to Proprietary or Confidential Information to those
officers, directors, and employees within the Receiving Party's organization who
reasonably require such access to facilitate the realization of the designated
purpose set forth herein.

4.3 Neither Party shall be liable for use or disclosure of any such Proprietary
or Confidential Information if it can establish by contemporaneous, clear, and
convincing written evidence that the same:

         a.       is or becomes a part of the public knowledge or literature
                  without breach of this Agreement by the Receiving Party; or

         b.       is known to the Receiving Party without restriction as to
                  further disclosure when received; or


<PAGE>

         c.       is independently developed by the Receiving Party without the
                  use, directly or indirectly, or information received under
                  this or other obligation of secrecy with the Disclosing Party;
                  or

         d.       becomes known to the Receiving Party from a third party who,
                  to the best knowledge of the Receiving Party, had a lawful
                  right to disclose it without breaching this Agreement; or

         e.       is disclosed by the Disclosing Party to a third party,
                  including the United States Government, without restriction as
                  to further disclosure.

         f.       such disclosure is in response to a valid order of a court of
                  competent jurisdiction or other governmental body of the
                  United States or any political subdivision thereof, or is
                  otherwise required to be disclosed by law; provided, however,
                  that the Receiving Party shall first have given prompt written
                  notice to the Disclosing Party in order to allow the
                  Disclosing Party to participate in objecting to production of
                  the information.

4.4 Notwithstanding the obligation of nondisclosure set forth herein, Prime may
disclose the Proprietary or Confidential Information of Sub to the United States
Government during the term of this Agreement, but then only if marked with the
appropriate restrictive legend in accordance with FAR 52.215-12 or DoD FAR
SUPPLEMENT 252.227-7013, as applicable, or a substantially identical successor
provision.

4.5 Should the Receiving Party be faced with judicial or United States
Governmental action to disclose Proprietary or Confidential Information received
hereunder, said Receiving Party must legally resist disclosing the Disclosing
Party's Proprietary Information and promptly notify the Disclosing Party. The
Disclosing Party, at its option, may join in contesting such disclosure.

4.6 Both Parties agree to promptly notify the other Party of the loss of any
Proprietary or Confidential Information, and upon request of the Disclosing
Party, the receiving Party shall surrender any part or all of the Proprietary or
Confidential Information to the Disclosing Party.

4.7 Proprietary or Confidential Information shall remain the property of the
Disclosing Party. Neither this Agreement nor the disclosure of Proprietary or
Confidential Information hereunder shall be construed as granting any right or
license under any invention or patent now or hereafter owned or controlled by
either Party; nor shall any such disclosure constitute any representation,
warranty, assurance, guaranty, or inducement concerning the infringement of any
patent or other rights of others. No warranty of accuracy or completeness of any
Proprietary or Confidential Information is provided herein.

4.8 The rights and obligations provided by this Agreement shall take precedence
over specific legends or statements associated with Proprietary or Confidential
Information when received.


<PAGE>

4.9 Upon termination of this Agreement, each Party shall stop using all
Proprietary or Confidential Information furnished hereunder and shall, upon
written direction of the Disclosing Party, use its good faith efforts to return
to the Disclosing Party or destroy all such Proprietary or Confidential
Information, together with all copies made thereof by the receiving Party. Upon
request, the receiving Party shall send the furnishing Party a destruction
certificate. Notwithstanding the other provisions of this paragraph, each Party
may make and retain one copy of such Proprietary or Confidential Information,
but only for archival purposes.

4.10 Any United States Government classified information disclosed by one Party
to the other shall be handled in accordance with the Department of Defense
Industrial Security Manual for Safeguarding Classified Information (DoD
5220.22-M), its supplements, and/or other applicable Government security
regulations.

4.11 The Receiving Party represents and warrants that no technical data
furnished to it by the Disclosing Party shall be disclosed in violation of the
International Traffic in Arms Regulation and the Export Administration
Regulations. The Receiving Party further represents and warrants that technical
data furnished to it by the Disclosing Party shall only be exported from the
United States in compliance with the International Traffic in Arms Regulations
and the Export Administration Regulations, including the requirement for
obtaining an export license, if applicable. Notwithstanding any other provision
of this Agreement, the Receiving Party shall indemnify and hold the Disclosing
Party harmless for all claims, demands, damages, costs, fines, penalties,
attorneys' fees, and all other expenses arising from the Receiving Party not
complying with this clause or the International Traffic in Arms Regulations and
the Export Administration Regulations.

5.       INTELLECTUAL PROPERTY RIGHTS

5.1 It is mutually understood and agreed that neither Party shall acquire,
directly or by implication, any rights in any copyrighted works, patents, and
inventions and/or Proprietary or Confidential Information of the other Party
developed, authored, conceived, or reduced to practice prior to the date of this
Agreement, including, but not limited to, inventions described and claimed in
applications for United States Letters Patent filed prior to the date of this
Agreement.

5.2 Subject to any rights of the customer, each Party shall retain title to any
data, information, copyrighted works, or inventions if developed, authored,
conceived, or reduced to practice independently and solely by that Party during
the performance of this Agreement without the other Party's Proprietary or
Confidential Information. In such event, no license, express or implied, shall
inure to the benefit of the other participating Party to prepare copies and
derivative works of such copyrighted works and to make, use, and sell products
or processes incorporating such data, information, copyrighted works, or
inventions.

5.3 In the event of inventions or copyrighted works developed by one Party
during the performance of this Agreement, which invention or copyrighted work
necessarily derives from and incorporates written Proprietary or Confidential
Information disclosed by the other Party, such invention and/or copyrighted

<PAGE>

works shall be and remain the property of the inventing Party; provided,
however, that the inventing Party shall and does hereby grant to the other Party
hereto a nonexclusive, worldwide, royalty-free, irrevocable, assignable,
sublicensable right and license to make copies and derivative works of such
copyrighted works and to make, have made, use, sell, and have sold such
invention, products, or processes incorporating such data, information,
copyrighted works, or inventions.

5.4 In the event of inventions or copyrighted works developed jointly by the
Parties during the performance of this Agreement, such inventions or copyrighted
works shall be owned jointly by the Parties with each Party owning an undivided
one-half interest in all such joint invention or copyrighted works. Neither
Party shall take action with respect thereto which will adversely affect the
rights of the other Party without the prior written consent thereof. Each Party
shall have the right to make copies and derivative works of such copyrighted
works and to make, have made, use, sell, and have sold such invention and
products or processes incorporating such data, information, copyrighted works,
or inventions without accounting to the other Party. The Prime shall have the
first option of obtaining appropriate protection for jointly owned inventions
and copyrighted works. In the event Prime elects not to obtain the necessary
protection, Prime shall notify Sub, who shall then be entitled to proceed to
obtain protection for such jointly owned inventions and copyrighted works.

6.       TERM

6.1 Unless terminated earlier pursuant to Section 6.3 below, the general
proposal identification and preparation obligations hereunder shall remain in
effect for a period of five (5) years.

6.2 This terms and conditions of this Agreement shall remain in effect for each
proposal effort identified and responded to until the first of the following
shall occur with respect to such specific proposal effort:

         a.       An official customer announcement that the program has been
                  canceled or an award will not be made based on the request for
                  proposals or invitation to bid; provided, however, if the
                  program is revived or reissued within three (3) months of said
                  announcement in substantially the same form and content, this
                  Agreement shall continue in full force and effect.

         b.       Upon the award of a prime contract for the subject proposal
                  effort to a contractor(s) other than Prime.

         c.       Award of a prime contract to Prime and a subcontract to Sub.
                  Upon execution of a subcontract as contemplated by this
                  Agreement for all or any phases(s) of the Program, the
                  subcontract with respect to that portion of the work covered
                  thereby shall supersede this Agreement provided both Parties'
                  obligations under Section 4 and 5 shall expressly survive the
                  termination of this Agreement.


<PAGE>

         d.       The Prime is unable to obtain customer approval of Sub as a
                  subcontractor to Prime, and the terms of the subcontract
                  between Prime and Sub cannot reasonably be altered or changed
                  to effect approval thereof by the customer.

         e.       Mutual consent of both Parties in writing.

         f.       Two (2) years after the submission of a proposal effort and
                  the customer has failed to make an award based on such
                  submission.

         g.       If Prime, at its sole discretion, determines not to submit a
                  proposal for the specific proposal effort.

         h.       An Event of Default  occurred  (as defined in section  6.3
                  below)  which is specific to a certain  proposal effort.

         In the event this Agreement is terminated for a specific proposal
effort identified and responded to by the Parties, either Party shall be free to
pursue its individual technical approaches in association with the successful
contractor or a third party for work covered by the specific proposal effort,
provided both Parties agree that their respective obligations under Section 4
and 5 shall expressly survive.

6.3 If a Party fails to perform a material obligation under this Agreement, the
non-breaching Party shall give written notice in accordance with the Notice
provisions set forth herein setting forth the reasons for such breach in
reasonable detail. The alleged breaching Party shall have fifteen (15) days from
receipt of the default notice to correct the deficiency or to present a good
faith plan to correct the deficiency within a "reasonable period of time". A
"reasonable period of time" shall depend on the nature of the deficiency and its
impact on the critical path for accomplishing the objectives of the Agreement or
a specific proposal effort. If the alleged breaching Party does not in a timely
fashion correct the deficiency or present a good faith plan to correct the
deficiency "within a reasonable" time (an "Event of Default"), the non-breaching
Party shall have the right to terminate this Agreement.


<PAGE>

7.       EXCLUSIVITY

7.1 Because each proposal effort will involve business risks and uncertainties
and will necessarily require the full cooperation of the Parties together with
the exchange of Confidential or Proprietary Information, both Parties agree once
a specific proposal effort has been identified and agreed upon by the parties to
be pursued, they will not actively participate in efforts that are competitive
to such proposal effort nor compete independently for the proposal effort during
the duration of this Agreement pertaining to such proposal effort. The term,
"active participation", as used herein, includes the exchange of technical or
pricing data with competitors; provided, however, that the foregoing does not
limit or restrict the rights of the Parties with respect to or prevent them from
offering to sell or selling to others, products, systems, or services for
purposes not directly related to the proposal effort or competitive with this
Agreement.

7.2 Nothing herein is intended to affect the rights of the customer to negotiate
directly with either Party hereto on any basis the customer may desire.

8.       NOTICES

8.1 All notices, certificates, acknowledgements, and other reports hereunder,
shall be in writing and shall be deemed properly delivered when duly received by
certified letter, return receipt requested or delivered with confirmed signature
receipt by a nationally recognized overnight carrier to the other Party at its
address as follows or to such other address as either Party may, by written
notice, designate to the other.

                  If to Sub, addressed to:

                           GP Strategies Corporation
                           777 Westchester Avenue
                           White Plains, NY 10604
                           Attention: General Counsel
                           Phone (914) 249-9716       Facsimile (914) 249-9745

                  If to Prime, addressed to:

                           ManTech International Corporation
                           12015 Lee Jackson Highway
                           Fairfax, Virginia  22033-3300
                           Attention:  Office of the General Counsel
                           Phone (703) 218-6000     Facsimile (703) 218-8398

9.       INDEPENDENT CONTRACTORS

9.1 This Agreement is not intended by the Parties to constitute or create a
joint venture, pooling arrangement, partnership, or formal business organization
of any kind, other than a Prime/Subcontractor arrangement, and the rights and
obligations of the Parties shall be only those expressly set forth herein.
Neither Party shall have authority to bind the other except to the extent
authorized herein. The Prime and Sub shall remain independent contractors at all
times and neither Party shall act as an agent for the other.

10.      ASSIGNMENT

10.1 This Agreement shall be binding upon and shall inure to the benefit of each
of the Parties and their respective successors and assigns and delegates;
provided, however, that neither Party may assign or transfer its interest
hereunder or delegate its duties without the prior written consent of the other
Party, except that either Party may assign or delegate this Agreement or any
specific proposal effort hereunder to a wholly owned subsidiary or affiliate of
such Party or another division of its parent company without the other Party's
consent. Notwithstanding the foregoing, Sub agrees that all of Prime's right,

<PAGE>

title and interest in and to this Agreement, including all specific proposals
efforts hereunder, have been or will be collaterally assigned to its lenders
(currently Citizen's Bank of Pennsylvania, acting in its capacity as the
administrative agent for the lender parties) pursuant to that certain Business
Loan and Security Agreement dated December 17, 2001 (as the same may be amended,
modified, substituted or replaced from time to time) and Sub will continue be
bound by all the terms and provisions of this Agreement as it may relate to (or
be enforced by) Prime's lenders as successors and assigns hereunder.

11.      AMENDMENT

11.1 This Agreement shall not be amended or modified nor shall any waiver of any
right hereunder be effective unless set forth in a document executed by duly
authorized representatives of both Prime and Sub.

12.      WAIVER

12.1 Time is of the essence of this Agreement. No failure or delay by either
Party to insist upon the strict performance of any term, condition, covenant or
agreement set forth in this Agreement, or to exercise any right, power or remedy
consequent upon a breach thereof, shall constitute a waiver of such term,
condition, covenant or agreement or of any such breach, or preclude a Party from
exercising any such right, power or remedy at any later time or times.

13.      ENTIRE AGREEMENT

13.1 This Agreement contains all of the agreements, representations, and
understandings of the Parties hereto, is the exclusive and final agreement and
supersedes and replaces any and all previous understandings, commitments, or
agreements, oral or written, related to the teaming of the Parties on mutually
identified proposal efforts.

14.      SEVERABILITY

14.1 If any part, term, or provision of this Agreement shall be held void,
illegal, unenforceable, or in conflict with any law of a Federal, State, or
local government having jurisdiction over this Agreement, the validity of the
remaining portions of provisions shall not be affected thereby.

15.      LIMITATION OF LIABILITY

15.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR BODILY
INJURY OR DEATH, IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER
PARTY HERETO FOR SPECIAL CONSEQUENTIAL OR INDIRECT DAMAGES THAT ARE CLAIMED TO
BE INCURRED BY THE OTHER PARTY WHETHER SUCH CLAIM ARISES UNDER CONTRACT, TORT,
STRICT LIABILITY, WARRANTY, INFRINGEMENT ACTIONS OR OTHER THEORY OF LAW. THIS
LIMITATION DOES NOT APPLY TO DAMAGES RESULTING FROM FAILURE TO PROTECT

<PAGE>

CONFIDENTIAL OR PROPRIETARY INFORMATION PROVIDED FOR IN SECTION 4 HEREOF OR FOR
UNAUTHORIZED USE OR RELEASE OF SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION.

The term "special, consequential or indirect damages" as used herein shall
include, but is not limited to, such damages as loss or use; loss of business
reputation; increased expense of operation; loss of profit; cost of money; loss
of use of capital or revenue; or other special, consequential, or indirect
damages of any nature arising at any time from any cause whatsoever.

16.      TAXES

16.1 Each Party shall be responsible for their respective present and future
taxes, duties, tariffs, fees, imposts, and other charges, including, but not
limited to, income, excise, import, purchase, sales, use, turnover, added value,
consular, gross receipts, gross wages, and similar assessments imposed upon the
responsible Party by any taxing authority as a result of the performance of the
responsible Party's duties and responsibilities hereunder.


17.      ADDITIONAL TEAM MEMBERS

17.1 The Prime reserves the right, upon notification to Sub, to add additional
members to the team for any specific proposal effort. In the event that
additional team members are added, Prime shall obtain Sub's written approval on
a case-by-case basis, which approval shall not be unreasonably withheld, prior
to disclosing Sub's Proprietary Information. Any such disclosure by Prime shall
be pursuant to mutual agreements from the prospective team member substantially
similar to Sections 4 and 5 as evidenced by a written agreement between Prime
and new team member(s).

18.      JURISDICTION

18.1 This Agreement and the legal relations between the Parties shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this Agreement to the
substantive law of another jurisdiction. Each Party hereto hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Eastern
District of Virginia and of any Virginia state court for purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. Each Party hereto irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court, any claim that any
such proceeding brought in such a court has been brought in an inconvenient
forum, and any right to which it may be entitled on account of its place of
residence or domicile.

19.      DESCRIPTIVE HEADINGS

19.1 The enumerations and descriptive headings contained in this Agreement are
inserted for convenience of reference only and shall not have any substantive
significance in interpreting this agreement.


<PAGE>

20.      COUNTERPARTS

20.1 This Agreement may be executed via facsimile signature and in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
document.

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
effective on the date hereinabove indicated.


SUB:                                     PRIME:
GP Strategies Corporation                ManTech International Corporation



By:      /s/ Scott N. Greenberg         By: /s/ John A. Moore, Jr.
Name:    Scott N. Greenberg                 Name: John A. Moore, Jr.
Title:   President and Chief                Title: Executive Vice President
         Financial Officer





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