GP STRATEGIES CORP
SUBLEASE - WHITE PLAINS, NY
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex1035.txt
<DESCRIPTION>SUBLEASE - WHITE PLAINS, NY
<TEXT>

                                                               Exhibit 10.35




                              AGREEMENT OF SUBLEASE


                                     Between


                    AUSTIN NICHOLS & COMPANY, INC., Sublessor


                                       And

                      GP STRATEGIES CORPORATION, Sublessee




         Sublet Premises: Portion of 4th Floor at 777 Westchester Avenue
                             White Plains, New York


                             Dated December __, 2002










<PAGE>


                                    SUBLEASE

         THIS SUBLEASE (this "Sublease") is made as of the _____ day of
_______________, 2002, by and between AUSTIN NICHOLS & COMPANY, INC., a New York
corporation, having an address at 777 Westchester Avenue, Westchester, New York,
10604 ("Sublessor") and GP STRATEGIES CORPORATION, a Delaware corporation,
having an address at 9 West 57th Street, Suite 4170, New York, New York, 10019
("Sublessee").

                                Background Facts

         A. By Lease Agreement dated as of September 21, 2001 (the "Original
Lease"), as modified by that certain First Amended Agreement dated as of
February, 2002 (the "First Amendment"), both by and between Eastridge Properties
I Corporation, a New York corporation ("Overlandlord") and Sublessor (with the
Original Lease, including all exhibits and schedules thereto, as modified by
that certain First Amendment, and as may also hereafter be amended and
supplemented from time to time in accordance with the terms hereof, being
referred to hereinafter as the "Overlease"), Overlandlord leased to Sublessor
certain space (the "Original Premises"), as more accurately described in the
Overlease, within the building located at 777 Westchester Avenue, White Plains,
New York (the "Building").

         B.  Sublessor  has  delivered  to  Sublessee,   and  Sublessee   hereby
acknowledges receipt of, a copy of the Overlease.

         C. Sublessee desires to now sublease from Sublessor a portion of the
Original Premises within the Building consisting of a portion of the fourth
(4th) floor containing approximately 10,312 rentable square feet (the "Sublet
Premises"), as more accurately described and set forth on Exhibit "A" attached
to this Sublease, and to enter into this Sublease upon the terms, covenants and
conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, it is agreed as follows:

                              Terms and Conditions

         1. Background Facts. The parties  acknowledge that the above Background
Facts are true and correct and are hereby made a part of this Sublease.

         2. Sublease  Term.  (a) Sublessor  hereby  subleases to Sublessee,  and
Sublessee  hereby hires from  Sublessor,  during the "Sublease Term" (as defined
below), the Sublet Premises upon the terms, covenants and conditions hereinafter
contained, and subject and subordinate in all respects to the Overlease.

         Unless otherwise authorized by Sublessor,  Sublessee may not occupy all
or  any  part  of  the  Sublet  Premises  prior  to  the  date  upon  which  the
"Overlandlord Consent" (as defined below) is delivered.

         (b) The term of this Sublease (the  "Sublease  Term") shall commence on
the  earlier to occur of (i) the date  Sublessee,  or any party  claiming  by or
through  Sublessee,  occupies all, or any part, of the Sublet Premises,  or (ii)
the date the  Overlandlord  Consent is obtained  (with such  earlier  date being
referred to as the "Sublease  Commencement Date") and shall end on the date (the
"Sublease  Expiration  Date")  which  shall be the earlier of (a) the end of the
forty-eighth   (48th)  month   following   the  date  upon  which  the  Sublease
Commencement Date occurs, or (b) the earlier  expiration or earlier  termination
or cancellation  of the Overlease,  or (c) the date upon which the Sublease Term
may sooner  expire or be cancelled or  terminated  pursuant to any of the terms,
covenants or  conditions  of this  Sublease or pursuant to law.  Notwithstanding
anything to the  contrary  which may be contained  elsewhere  in this  Sublease,
under no  circumstances  shall  Sublessee  have the right to renew or extend the
Sublease  Term or have any right or option to lease or sublease  any  additional
space.

<PAGE>

         3. Basic Rent/Additional Rent.

         (a) Sublessee  covenants to pay an annual fixed rent (the "Basic Rent")
equal to Two Hundred Sixteen Thousand Five Hundred  Fifty-Two Dollars And No/100
($216,552.00) ($18,046.00 per month) for and during the period commencing on the
Sublease  Commencement  Date and continuing  thereafter  throughout the Sublease
Term,  which  annual  Basic Rent shall be payable by  Sublessee  to Sublessor in
equal  monthly  installments,  in  advance,  on the  first day of each and every
calendar  month  during  the  Sublease  Term  without  notice,  demand,  offset,
reduction  or  abatement  (other than as expressly  provided in  Subsection  (e)
below),  except that the first  monthly  installment  of Basic Rent due shall be
paid on the date that Sublessee executes this Sublease.

         (b) Sublessee also  covenants to pay to Sublessor  31.0% of the "Taxes"
payable under the  Overlease  during the Sublease Term and 31.0% of the "Cost of
Operation"  payments  payable under the Overlease  during the Sublease Term, all
within  the time  period(s)  set  forth in this  Sublease,  except  that for the
purpose of calculating  Sublessee's share of the payment for Taxes,  Sublessee's
"Tax Base Year"  shall be deemed to be the fiscal  tax year  commencing  July 1,
2002 and ending June 30,  2003.  Sublessee's  obligations  with respect to these
payments shall expressly  survive the termination or expiration of this Sublease
and, in no event, shall Sublessor's  failure to timely insist or demand any such
payment(s) in one or more instances ever act as a waiver of any such  payment(s)
obligation.  Anything to the  contrary  notwithstanding,  in the event the space
demised  under the  Overlease  shall be enlarged or reduced  during the Sublease
Term, there shall be an equitable  recalculation  of the Sublessee's  percentage
set forth in this  Subsection  3(b) to reflect such change in the ratio  between
the area of the  Sublet  Premises  and the area of the space  demised  under the
Overlease from time to time.

         Sublessee  shall pay the  payments  discussed in  subsection  (b) above
within ten (10) days after the presentation of statements  therefor by Sublessor
to  Sublessee  (together  with,  if  applicable,  a copy  of  the  corresponding
statement from Overlandlord to Sublessor).  Any failure or delay by Sublessor in
billing any sum set forth in this  Paragraph 3 shall not  constitute a waiver of
Sublessee's  obligation  to pay the same in  accordance  with the  terms of this
Sublease.  In the event that  Sublessor  receives  a refund  (or credit  against
future  payments) of any Taxes or Cost of  Operations  Payments  made already by
Sublessee pursuant to this Sublease which relate to the Sublease Term, Sublessor
will promptly pay to Sublessee 31.0% of such portion of such  applicable  refund
(or  credit),  which  obligation  shall  expressly  survive the  termination  or
expiration of this Sublease.

         (c) All sums of money  (except for Basic  Rent) which shall  become due
from and payable by Sublessee  hereunder shall be deemed  "Additional Rent." All
Basic Rent and Additional  Rent shall be paid to Sublessor at its main office at
777 Westchester Avenue, White Plains, New York 10604, Attn: Accounting Dept., or
such other place or to such agent and at such place,  as Sublessor may designate
by notice to Sublessee, in lawful money of the United States of America, without
notice,  demand,  offset,  reduction  or  abatement  whatsoever  (other  than as
expressly provided in Subsection (e) below).

         (d) If the Sublease  Commencement  Date is not the first (lst) day of a
calendar month,  the monthly  installment of Basic Rent payable for the month in
which the Sublease Commencement Date occurs shall be prorated.

         (e) In the event that  Sublessor  receives a reduction  or abatement in
"Fixed Minimum Rent" or Additional Rent under the Overlease which relates to the
Sublet  Premises  during the  Sublease  Term,  Sublessee  shall be entitled to a
corresponding reduction or abatement in Basic Rent or Additional Rent hereunder.

<PAGE>

         4. Overlease.  (a) Sublessee hereby acknowledges that it has reviewed a
copy of the Overlease,  a copy of which is attached hereto as Exhibit "B" (which
by this  reference  is made a part  hereof),  and is  fully  familiar  with  the
provisions thereof. During the Sublease Term, Sublessee shall perform,  observe,
comply with and be subject to, all of the terms,  covenants,  and  conditions of
the  Overlease on the part of the "Tenant"  therein  named to be performed  with
respect to the Sublet Premises,  and all of the terms,  covenants and conditions
of the Overlease,  except to the extent that the same are inconsistent  with, or
modified  by the  terms of this  Sublease,  are  hereby  incorporated  herein by
reference  with the same force and  effect as if herein  set forth in full,  and
neither  Sublessor  nor Sublessee  shall do or permit  anything to be done which
would  result in a default  under or cause the  Overlease  to be  terminated  or
forfeited  (and  wherever  the terms  "Tenant",  "Landlord",  "this  Lease"  and
"Demised Premises" occur in the Overlease,  the same shall be deemed to refer to
Sublessee,  Sublessor,  this  Sublease  and the Sublet  Premises,  respectively,
herein).  Nothing  set forth  above,  however,  shall  preclude  Sublessor  from
exercising any of its express rights set forth in the Overlease. Notwithstanding
the foregoing, and without limiting subsection (b) below, the following numbered
Articles and Sections of the Overlease are expressly deleted for the purposes of
incorporation by reference in this Sublease: 4; 5; 11; 14; 21.01; 22; 25.02; 27;
28; 32; 33; and all of the provisions of the First Amendment.

         (b) With respect to the Sublet Premises, Sublessee shall be entitled to
receive from  Overlandlord  the same rights as  Sublessor  is entitled,  as such
tenant, under the Overlease; provided, however, in no event shall Sublessee ever
be entitled to (i) modify or terminate the Overlease,  or otherwise, or any part
thereof,  (ii) exercise any rights under the  Overlease  which would or could in
any way increase Sublessor's  obligations or liability,  or decrease Sublessor's
rights, under the Overlease, without first obtaining Sublessor's written consent
(which may be given or withheld in Sublessor's sole discretion), (iii) exercise,
or be entitled  to any of,  "Tenant's"  rights  (all of which  rights are hereby
reserved by Sublessor) (a) pursuant to the Overlease to terminate the Overlease,
and/or to extend the term,  and/or with respect to the expansion,  as applicable
(including, without limitation,  pursuant to Article 32 and/or Article 33 of the
Overlease),  or (b) to increase the current electric  requirements at the Sublet
Premises,  or exercise any other "Tenant" rights,  pursuant to Article 21 of the
Overlease,  or  otherwise  (other than as  expressly  provided  in Article  3(e)
above), or (c) to install, maintain and operate a supplementary air conditioning
system or to tap into any condenser  water line (if any),  or otherwise,  or (d)
with  respect  to any  signage  or  listing  rights  pursuant  to the  Overlease
(including  without  limitation,  Section  18.04  of  the  Overlease)  provided,
however,  to the  extent  permitted  by the  Overlandlord,  Sublessee  shall  be
entitled to ten (10) lines on the  Building's  directory and wall signage (whose
style and content is approved in advance by Sublessor and  Overlandlord)  at the
entrance  to the  Sublet  Premises,  or (e)  pursuant  to  Section  26.02 of the
Overlease with respect to parking  (except that Sublessee  shall be permitted to
use twenty (20)  parking  spaces in the common  parking lot in  accordance  with
Section 26.02 to the extent permitted by the Overlandlord  under the Overlease),
(iv) receive any  abatement,  free rent,  or allowance  (other than as expressly
provided in Article 3(e) above), and/or (v) receive any reimbursements,  credits
or  payments  by  Overlandlord  under the  Overlease  which are not  exclusively
attributable to actual payments made by Sublessee during  Sublessee's  period of
occupancy during the Sublease Term. To the extent  Overlandlord fails or refuses
to perform its obligations under the Overlease,  or Overlandlord breaches or has
breached  any  of  its  representations,   warranties  or  covenants  under  the
Overlease,  Sublessor  shall not be obligated to perform  such  obligations  and
shall not be liable or responsible for such breaches.


<PAGE>

         (c)  Notwithstanding   anything  contained  in  this  Sublease  to  the
contrary,  if there exists a breach by Sublessor of any of its obligations under
this Sublease, and concurrently a corresponding breach by Overlandlord under the
Overlease of its obligations  under the Overlease,  then, and in any such event,
Sublessee's  sole  remedy  against  Sublessor  in the  event  of any  breach  of
Sublessor's obligations under this Sublease shall be the right to pursue a claim
in the name of Sublessor  against  Overlandlord  (provided  Sublessee  has first
obtained  Sublessor's written consent (not to be unreasonably  withheld) and has
also provided  Sublessor  with written notice and 30-days to cure such Sublessor
default under this Sublease),  and Sublessor  agrees that it will cooperate with
Sublessee in the pursuit of such claim  provided,  however,  that (i) such claim
shall be  prosecuted at  Sublessee's  sole cost and expense (and without cost or
expense  to  Sublessor),  (ii)  Sublessee  shall  indemnify  and  hold  harmless
Sublessor from any and all costs, expenses,  claims, and liabilities (including,
without limitation, reasonable attorney's fees) which may arise out of or relate
to such claim,  (iii)  Sublessee  shall not have any claim against  Sublessor by
reason of the  Overlandlord's  failure  or  refusal  to  comply  with any of the
provisions of the  Overlease,  (iv) this Sublease shall remain in full force and
effect during the Sublease Term  (subject to the  provisions  hereof) as long as
the Overlease is in full force and effect,  notwithstanding  the  Overlandlord's
failure or refusal to comply with any such provisions of the Overlease,  and (v)
Sublessee  shall pay all Basic  Rent and  Additional  Rent  provided  for herein
without notice, demand, abatement, reduction or setoff whatsoever (other than as
expressly provided in Article 3(e) above).

         (d) In all  provisions  of the  Overlease  requiring  the  approval  or
consent of the "Landlord", Sublessee shall be required to obtain the approval or
consent of the  Overlandlord and Sublessor (and, after proper receipt of written
request for approval by Sublessee,  Sublessor  shall request the approval of the
Overlandlord to the extent Sublessor's  consent would otherwise be forthcoming);
in all  provisions  of the  Overlease  requiring  that  notice  be  given to the
"Landlord",  Sublessee shall be required to give notice to the  Overlandlord and
to Sublessor;  and in all provisions of the Overlease  requiring "Tenant" to pay
the costs and  expenses  of the  "Landlord"  (other  than any costs  related  to
obtaining the  "Overlandlord  Consent," as defined  below),  Sublessee  shall be
required to pay the costs and expenses of the  Overlandlord  and Sublessor.  The
time limits provided in the Overlease for the giving of notice,  making demands,
performance  of any act,  condition or covenants,  or the exercise of any right,
remedy or option,  are changed for the purpose of this Sublease,  by lengthening
or shortening  the same in each instance by five (5) days,  as  appropriate,  so
that  notices may be given,  demands  made,  or any act,  condition or covenants
performed,  or any right, remedy or option exercised, by Sublessor or Sublessee,
as the case may be (and each party covenants that it will do so) within the time
limit relating thereto contained in the Overlease.

         (e) Sublessor  shall not enter into any  modification or amendment with
respect to the Sublet Premises to the Overlease,  or take any other  affirmative
action with respect to the Sublet  Premises  which results in the  modification,
surrender or cancellation of the Overlease,  if such modification,  surrender or
cancellation  decreases  any of  Sublessee's  rights  under  this  Sublease,  or
increases any of Sublessee's  obligations or remedies under this Sublease,  to a
material  degree,  without the prior  written  consent of the  Sublessee,  which
consent shall not be  unreasonably  withheld,  conditioned  or delayed.  Without
limiting the above, Sublessee expressly acknowledges,  however, that its consent
shall never be required in connection  with an amendment to the Overlease  which
modifies the size of the Original Premises (and the terms related thereto).  Any
modification,  amendment, agreement, surrender or cancellation made without such
consent shall have no effect on the rights or obligations of the Sublessee under
this Sublease.


<PAGE>

         (f) Sublessor shall provide copies of all  correspondence or statements
delivered to or received  from  Overlandlord  in  connection  with the Overlease
which are applicable to the Sublet Premises,  if any, hereafter  occurring under
the Overlease or this Sublease (except with respect to payment of Basic Rent).

         (g) Sublessor  hereby  represents to Sublessee that (i) the copy of the
Overlease  attached  hereto as Exhibit "B" is true,  correct and complete in all
respects and has not been  modified or amended in any way, (ii) the Overlease is
in full force and effect,  and (iii) Sublessor has received no written notice of
default from the Overlandlord which default remains uncured on the date hereof.

         (h)  Sublessor  covenants  throughout  the term of this Sublease to (i)
timely pay when due all rent payable by Sublessor under the Overlease,  and (ii)
perform  its  covenants  and  obligations  under  the  Overlease  which  are not
otherwise to be performed by Sublessee under this Sublease.

         5.  Inspection.  Sublessee  acknowledges  that it has  made a full  and
complete  inspection of the Sublet Premises and is thoroughly  familiar with the
condition  thereof.  Sublessee shall accept possession and take occupancy of the
Sublet Premises on the Sublease Commencement Date, in its then "As Is" condition
and the taking of occupancy or possession of the whole or any part of the Sublet
Premises,  by or on behalf of Sublessee shall be conclusive evidence, as against
Sublessee, that at the time such possession or occupancy was so taken, Sublessee
accepted  possession  thereof  and that  the  Sublet  Premises  were in good and
satisfactory condition.

         6. As Is.  Sublessee  hereby  acknowledges and agrees that Sublessor is
not responsible for any construction or alterations to the Sublet Premises
or otherwise and, in this regard, Sublessee is taking the Sublet Premises in "AS
IS" condition.

         Once the  Commencement  Date is established,  each party shall promptly
execute an instrument upon demand by the other party confirming such date.

         7. Electricity Amount/ Additional HVAC.

         (a) Commencing on the Sublease  Commencement  Date and continuing until
the  Sublease  Expiration  Date,  Sublessee  shall  also  pay to  Sublessor,  as
Additional Rent, an amount ("Electricity  Amount") equal to Twenty Five Thousand
Seven Hundred Eighty Dollars And No/100 Dollars  ($25,780.00) per annum (as such
sum may from time to time be increased, as provided below), which payments shall
be made to Sublessor,  as Additional Rent, in equal monthly  installments on the
first day of every month, or as may otherwise be directed by Sublessor,  without
notice,  demand, offset,  reduction or abatement,  as indicated below, which the
parties have agreed is the  reasonable  value to  Sublessee  of normal  electric
service for lighting and normal use of ordinary  electric  fixtures,  appliances
and normal office equipment  during "Regular  Business Hours" (as defined in the
Overlease)  ("Operating Hours") (excluding all periods in which electric service
is not provided  pursuant to the Overlease  and  excluding all local,  state and
federal holidays).

         Sublessor  shall  not  be  liable  in  any  way to  Sublessee  for  any
interruption,  failure  or defect in supply or  character  of  electric  current
furnished to the Sublet Premises,  or for any other reason.  Sublessee shall use
said electric  current only for lighting and in accordance with the terms of the
Overlease,  all of which are hereby incorporated,  and insofar as the facilities
are not burdened  thereby and applicable laws and insurance  regulations  permit
and the same are  permitted  under the  Overlease,  for  operation  of  ordinary
electric  fixtures,  appliances  and office  equipment  as is  normally  used in
connection with the operation of a business office during such Operating Hours.


<PAGE>

         Sublessee's use of electric current in the Sublet Premises shall not at
any time exceed the capacity of any of the  electrical  conductors and equipment
in or otherwise serving the Sublet Premises or be in violation of the provisions
set forth in the Overlease.  Sublessee shall not make or perform,  or permit the
making or  performing  of,  any  alterations  to wiring  installations  or other
electrical  facilities in or serving the Sublet Premises or any additions to the
business  machines,  office equipment or other appliances in the Sublet Premises
which utilize electrical energy.

         If any tax is imposed upon Sublessor or Overlandlord in connection with
the furnishing of electric  current to Sublessee by any federal,  state or local
government subdivision or authority, or as provided in the Overlease,  Sublessee
shall also pay such party an amount equal to such tax,  where  permitted by law,
upon demand.

         If,  subsequent to the Sublease  Commencement  Date, the public utility
rate schedule or any portion of the charge for the supply of electric current to
the Building is  increased,  or such rate schedule is superseded by another rate
schedule,  or if a survey is conducted or a consultant  obtained pursuant to the
terms of the Overlease which results,  in any such event,  and regardless of the
reason (other than as a result of increased  consumption or demand caused solely
by  Sublessor  at the  Original  Premises),  in an increase  payable by "Tenant"
pursuant to the terms of the Overlease,  or otherwise,  then, in any such event,
the  Electricity  Amount shall be increased by the percentage of increase in the
cost for purchasing  electricity for the Building (or by the percentage increase
attributable  to the survey or consultant,  as applicable),  provided,  however,
that in no event  shall  the  Electricity  Amount  ever be less  than  $2.50 per
rentable square foot per annum. Whenever the amount of any such adjustment is so
determined,  the parties shall  execute and exchange an agreement  supplementary
hereto to  reflect  such  adjustment  in the  amount of the  Electricity  Amount
payable  hereunder,  effective  from the effective date of such increase in such
rate schedule or charge,  but such adjustment  shall be effective from such date
whether or not a supplementary agreement is executed.

         In  addition,   the  Electricity   Amount  is  based  upon  Sublessor's
assumption that Sublessee will use electrical energy only during Operating Hours
in  connection  with  lighting  and normal use of  ordinary  electric  fixtures,
appliances  and  office  equipment  at  the  Sublet  Premises.  Accordingly,  if
Sublessee  makes material use of  electricity  during hours other than Operating
Hours, or in connection with other than ordinary electric  fixtures,  appliances
and normal office equipment at the Sublet Premises, the Electricity Amount shall
from time to time be  equitably  adjusted to reflect the  resulting  increase in
such use. Sublessor shall furnish a statement of Sublessor's determination as to
the amount of the adjustment, and the same shall become binding upon the parties
unless,  within  twenty-five  (25) days,  Sublessee  notifies  Sublessor that it
disputes the amount of such adjustment, in which event the parties shall in good
faith make  reasonable  attempts to come to  agreement,  and, if  Sublessor  and
Sublessee  cannot  agree  thereon,  the  amount  of  such  adjustment  shall  be
determined, based on standard practices, by an independent electrical consultant
selected  by  Sublessor  (acting   reasonably).   Sublessee  shall  permit  such
consultant  to have access to the Sublet  Premises  and  Sublessee's  electrical
facilities for the foregoing  purpose at all reasonable  times.  The fee of such
consultant  shall  be  paid by  Sublessee  unless  such  consultant  finds  that
Sublessee's use does not justify an increase in the Electricity Amount, in which
case the fee shall be paid by Sublessor.  When the amount of such  adjustment is
so determined,  Sublessor and Sublessee shall execute a supplementary  agreement
to  reflect  such  adjustment,  which  shall be  effective  from the date of the
increase of such usage as determined by such  electrical  consultant and be made
retroactively,  if necessary.  Any  adjustment  shall be effective  even if such
supplementary agreement is not executed and delivered. Pending the determination
of the  adjustment,  Sublessee  shall  pay  to  Sublessor  the  amount  of  such
adjustment as specified in Sublessor's statement.


<PAGE>

         Finally,  Sublessor,  in its sole  discretion,  shall have the  option,
subject  in all  respects  to any  approval  rights  under the  Overlease  which
Overlandlord  has, of  installing  submeters at  Sublessor's  expense to measure
Sublessee's  consumption  of  electrical  energy.  If Sublessor  exercises  such
option, the Electricity Amount payment shall be discontinued effective as of the
commencement  of the operation of such submeters  and,  commencing at such time,
Sublessee shall pay to Sublessor,  as Additional  Rent, on demand made from time
to time but no more frequently than monthly, for its use of electrical energy in
the Sublet  Premises,  based upon both  consumption and demand  factors,  at the
seasonally adjusted rate then payable by Sublessor to the utility company,  plus
an amount equal to five (5%)  percent  thereof to  reimburse  Sublessor  for its
overhead,  administration  and  supervision  in  connection  therewith.  For the
purpose  of this  Section,  the  rate to be paid by  Sublessee  in the  event of
submetering  shall  include any taxes,  energy  charges,  demand  charges,  fuel
adjustment charges, rate adjustment,  charges, or other charges actually imposed
in connection  therewith.  If any tax is imposed upon Sublessor's  receipts from
the sale or resale of electrical energy to Sublessee by any federal, state, city
or local  authority,  the share of such tax allocable to the  electrical  energy
service received by Sublessee shall be passed on to, and paid by, Sublessee,  as
Additional Rent, if and to the extent permitted by law.

         (b) In  addition,  if  Sublessee  wishes for HVAC to be provided to the
Sublet Premises (which shall be at temperatures  and in such amounts as provided
in the  Overlease  and,  also,  subject  in all  respects  to the  terms  of the
Overlease, as well as Section 12 of this Sublease below) during hours other than
"Regular  Business Hours" (as such term is defined in the Overlease),  Sublessee
shall comply with such advance notice and other requirements as may be set forth
in the Overlease and/or which Sublessor (acting  reasonably) and/or Overlandlord
may from time to time impose. In addition to all other sums payable by Sublessee
under this Sublease,  Sublessee shall also pay to Sublessor, as Additional Rent,
an amount  ("Additional  HVAC Amount")  equal to the amount  payable by "Tenant"
under the Overlease (including, without limitation, Article 18 of the Overlease)
(plus all applicable taxes and charges) to the utility company, Overlandlord, or
any other party in connection  with HVAC being  provided to the Sublet  Premises
outside of Regular Business Hours. Such rate may be adjusted upward by Sublessor
from time to time to account for increases in rates passed  through to Sublessor
pursuant to the  Overlease.  Sublessor  shall furnish a statement of Sublessor's
determination  as to the amount of the  payment or the  adjustment.  Sublessee's
obligations  with  respect  to  these  payments  shall  expressly   survive  the
termination or expiration of this Sublease and, in no event,  shall  Sublessor's
failure to timely insist or demand any such  payment(s) in one or more instances
ever act as a waiver of any such payment(s) obligation.

         Sublessee  shall pay  Sublessor  the  Additional  HVAC Amount  payments
discussed  above  within  five (5) days  after  such  service  was  provided  to
Sublessee or as may otherwise be directed by Sublessor,  without notice, demand,
offset, reduction or abatement. Any failure or delay by Sublessor in billing any
sum set forth in this  Section  shall  not  constitute  a waiver of  Sublessee's
obligation to pay the same in accordance with the terms of this Sublease. If any
tax is imposed upon Sublessor or  Overlandlord in connection with the furnishing
of HVAC to Sublessee by any federal,  state or local  government  subdivision or
authority, or as provided in the Overlease,  Sublessee shall also pay such party
an amount equal to such tax, where permitted by law, upon demand.

         Sublessee shall not make or perform, or permit the making or performing
of, any  alterations  to wiring  installations  or other HVAC  facilities  in or
serving the Sublet Premises.  Sublessee  further agrees that neither  Sublessee,
nor its agents,  employees,  contractors  or  invitees  shall at any time tamper
with,  adjust  or  touch or  otherwise  in any  manner  affect  such  mechanical
installations or thermostat(s), if any.


<PAGE>

         8.  Notices.  Any  notice,  statement,  demand  or other  communication
required  or  permitted  to be given,  rendered  or made by either  party to the
other,  pursuant  to  this  Sublease  or  pursuant  to  any  applicable  law  or
requirement of public  authority,  shall be in writing (whether or not so stated
elsewhere in this  Sublease) and shall be delivered by (i)  reputable  overnight
courier,  or (ii) by  registered or certified  mail,  return  receipt  requested
addressed to the other party at the addresses (or fax numbers) set forth below:

If to Sublessor:           Austin Nichols & Company, Inc.
                           777 Westchester Avenue
                           White Plains, New York  10640
                           Attention: Thomas R. Lalla, Jr., General Counsel
                           Facsimile: (914) 539-4670

If to Sublessee:           GP Strategies Corporation
                           9 West 57th Street, Suite 4170
                           New York, New York  10019
                           Attention: President

With a copy to:            Duane Morris LLP
                           380 Lexington Avenue
                           New York, New York  10184
                           Attention:  Robert Hasday, Esq.

         All notices, statements, demands or other communication shall be deemed
to have been given,  rendered or made upon the first  (1st)  business  day after
delivery to a reputable  overnight  courier  service or upon the third (3rd) day
after so mailed. Either party may, by notice as aforesaid, designate a different
address or addresses  for notices,  statements,  demand or other  communications
intended for it.

         9. Broker.  Sublessor and Sublessee covenant,  warrant and represent to
the other that there were no  brokers or finders  instrumental  in  consummating
this Sublease, except for Newmark & Company Real Estate, Inc. (the "Broker") and
that no  conversations  or negotiations  were had by Sublessor or Sublessee with
any broker, other than the Broker, concerning the renting of the Sublet Premises
to the Sublessee.  Sublessor will pay the Broker its commission  pursuant to the
currently  existing separate written agreement with Broker.  Sublessee agrees to
indemnify  and hold  Sublessor  harmless from and against (a) any and all claims
for  brokerage  commissions  or fees by any  person or company  (other  than the
Broker)  which is based in whole or part on any  dealings or  communications  by
Sublessee  with  such  person  or  company,  and  (b)  all  expenses,  including
reasonable  attorneys'  fees and court  costs,  arising out of any such  claims.
Sublessor  agrees to indemnify and hold Sublessee  harmless from and against (x)
any and all claims for  brokerage  commissions  or fees by any person or company
(including  the  Broker)  which is based  in  whole or part on any  dealings  or
communications  by Sublessor with such person or company,  and (y) all expenses,
including  reasonable  attorneys' fees and court costs,  arising out of any such
claims.  The  provisions  of this  Paragraph 9 shall  survive the  expiration or
termination of this Sublease.

         10. Sublessee Default.  In the event that Sublessee shall be in default
of any covenant of, or shall fail to honor or perform any obligation under, this
Sublease after the lapse of any applicable  notice and grace periods,  Sublessor
shall have available to it all of the remedies available under this Sublease, at
law  and/or  in  equity,  as  well  as all  rights  and  remedies  available  to
Overlandlord  under the  Overlease  in the event of a like default or failure on
the part of the  "Tenant." In addition,  Sublessor  shall be entitled to receive
and/or to exercise  any and all rights and remedies  available  to  Overlandlord
under Paragraph 13 of the Overlease (i.e., concerning Bankruptcy), in connection
with a like or similar situation involving Sublessee.


<PAGE>

         11. No Recourse. No property or assets of any partner (general, limited
or otherwise), member, shareholder, officer, or director of Sublessor, disclosed
or  undisclosed,  shall be  subject  to levy,  execution,  or other  enforcement
procedure for the satisfaction of Sublessee's  remedies,  and said parties shall
have no  personal  liability,  under  or with  respect  to  this  Sublease,  the
relationship  of  Sublessor  and  Sublessee  hereunder,  or  Sublessee's  use or
occupancy of the Sublet  Premises.  Notwithstanding  anything  contained in this
Sublease or the  Overlease to the contrary,  Sublessee  shall look solely to the
estate and interest of  Sublessor in the  Overlease  (subject,  however,  to the
rights of the  Overlandlord  and the holder of any  mortgage or the lessor under
any ground  lease,  now or  hereafter  affecting  the Sublet  Premises)  for the
satisfaction  of any right of Sublessee,  for the  collection of any judgment or
other judicial  process or arbitration  award  requiring the payment of money by
Sublessor in the event of any default or breach by Sublessor under this Sublease
(provided,  however,  Sublessee shall be entitled to pursue  collection  against
Sublessor with respect to a final judgment which it may obtain against Sublessor
in connection with a default by Sublessor of Sublessor's  obligations under this
Sublease, up to a maximum amount not to exceed, collectively, $100,000.00).

         12. Services. Notwithstanding anything contained in this Sublease or in
the Overlease to the contrary,  Sublessor  shall have no obligation to maintain,
repair or  restore,  or make any  alterations  or  improvements  to,  the Sublet
Premises under any circumstances.  In addition,  Sublessor shall not be required
to provide any  services or do any act or thing or make any payment with respect
to the Sublet  Premises,  except as may be expressly  provided in this Sublease.
Also,  in addition to those  limitations  provided  elsewhere in this  Sublease,
Sublessor shall have no obligation  whatsoever to provide  utilities or services
to the Sublet  Premises and shall have no liability  whatsoever  if utilities or
services are interrupted or not so provided.

         13. Assignment, Subletting and Transfer.

         (a)  Sublessee,  for  itself,  its  heirs,   distributees,   executors,
administrators,   legal  representatives,   successors  and  assigns,  expressly
covenants  that it shall not assign,  mortgage or encumber  this  Sublease,  nor
underlet,  nor suffer,  nor permit the Sublet Premises or any part thereof to be
used or occupied by others,  without the prior  written  consent of Sublessor in
each  instance  (which  consent  may be given or withheld  in  Sublessor's  sole
discretion)  and without also fully  complying with the terms of and consents of
Overlandlord required by the Overlease. In addition, any proposed sublease shall
contain the condition and  restriction  that the sublease shall not be assigned,
encumbered or otherwise  transferred or the subleased premises further sublet by
the sublessee in whole or in part, or any part thereof  suffered or permitted by
the  sublessee  to be used or  occupied  by others,  without  the prior  written
consent of Sublessor  and  Overlandlord  in each  instance.  If this Sublease be
assigned,  or if the Sublet Premises or any part thereof be underlet or occupied
by anybody other than Sublessee, Sublessor may, after default by Sublessee after
the lapse of any applicable  notice and grace periods,  and without limiting any
of Sublessor's rights under this Sublease, at law and/or in equity, collect rent
from the assignee,  undertenant or occupant,  and apply the net amount collected
to the rent herein  reserved,  but no  assignment,  underletting,  occupancy  or
collection shall be deemed a waiver of the provisions  hereof, the acceptance of
the assignee,  undertenant or occupant as tenant, or a release of Sublessee from
the further  performance  by  Sublessee  of  covenants  on the part of Sublessee
herein  contained.  The consent by Sublessor or Overlandlord to an assignment or
underletting  shall  not in any  way be  construed  to  relieve  Sublessee  from
obtaining  the express  consent in writing of  Sublessor  and  Overlandlord  (as
required by the  Overlease)  to any further  assignment or  underletting.  In no
event shall any permitted  sublessee  assign or encumber its sublease or further
sublet all or any portion of its sublet space, or otherwise suffer or permit the
sublet  space or any part  thereof to be used or  occupied  by  others,  without
Sublessors  and  Overlandlord's  (as required by the  Overlease)  prior  written
consent  in each  instance,  which  consent  may be  given or  withheld  in such
parties' sole discretion.


<PAGE>

         Subject to any of  Overlandlord's  rights  under the  Overlease  (whose
rights shall  remain  superior to the  following),  Sublessee  acknowledges  and
agrees  that  one  hundred  percent  (100%)  of any sums or any  other  economic
consideration received by Sublessee, or payable to Sublessee, as a result of any
assignment,  subletting  or transfer  of this  Sublease  and/or the  Sublessee's
interest in or occupancy to the Sublet Premises,  or any party thereof,  whether
denominated rent or otherwise (net of Sublessee's reasonable legal and brokerage
costs and expenses in connection  with such  assignment,  sublease or transfer),
which  exceed,  in the  aggregate,  the total  monthly  sums which  Sublessee is
obligated to pay Sublessor  under this Sublease (pro rated as to any Sublease to
reflect obligations allocable to that portion of Sublet Premises subject to such
Sublease) shall be payable monthly to Sublessor,  as Additional Rent, under this
Sublease  without  affecting  or  reducing  any other  obligation  of  Sublessee
hereunder  and  without  offset,  abatement,  reduction  or demand.  Sublessor's
failure or delay in timely collecting or being paid any such sums shall never be
deemed a waiver of Sublessor's ongoing right to receive the same.

         (b) Notwithstanding anything contained in this Article to the contrary,
but  provided  this  Sublease is in full force and effect,  without  material or
monetary  default by Sublessee  after the lapse of time for notice and cure, and
subject to all of the  applicable  provisions of this Sublease and the Overlease
(which  Overlease  shall  remain  superior to this  provision),  Sublessee  may,
without  Sublessor's  prior written consent,  assign its entire interest in this
Sublease to an  Affiliate,  provided that (i) at least thirty (30) days prior to
the effective date of such assignment,  Sublessee  furnishes  Sublessor with the
name of such proposed  assignee,  together with the  certification of Sublessee,
and such other proof as Sublessor  may  reasonably  request,  that such proposed
assignee is an Affiliate, (ii) the proposed assignee has a financial worth of at
least Five Million And No/100  Dollars  ($5,000,000.00),  (iii) the purposes for
which  such  proposed  assignee  intends  to use the  Sublet  Premises  are uses
expressly   permitted  by  this  Sublease,   (iv)   Sublessee   shall  and  will
automatically  be and remain  fully  liable for the  payment of all of the Basic
Rent and  Additional  Rent due and to become due under this Sublease both before
and  after the date of the  assignment,  as well as for the  performance  of all
obligations  under  this  Sublease  both  before  and  after  the  date  of  the
assignment,  and Sublessee  shall not be released from any of its obligations or
liabilities under this Sublease,  and Sublessee (along with such assignee) shall
be fully  responsible  and liable  for all acts or  omissions  of such  proposed
assignee,  or anyone  claiming  under or  through  Sublessee,  or such  proposed
assignee,  (v) such transfer is not  principally for the purpose of transferring
the leasehold estate created hereby, and (vi) such proposed assignee,  as of the
effective date of such assignment,  is an Affiliate of the named Sublessee.  For
purposes  of this  subparagraph,  the term  "Affiliate"  shall  mean any  entity
controlling,  controlled  by or under common  control  with the named  Sublessee
hereunder  which,  for purposes  hereof,  shall mean (x)  ownership by the named
Sublessee  of  more  than  51% of the  outstanding  voting  capital  stock  of a
corporation or more than 51% of the beneficial interests of any other entity and
(y) the ability to effectively  control or direct the business decisions of such
corporation or entity.


<PAGE>

         (c) Notwithstanding anything contained in this Article to the contrary,
but  provided  this  Sublease is in full force and effect,  without  material or
monetary  default by Sublessee  after the lapse of time for notice and cure, and
subject to all of the  applicable  provisions of this Sublease and the Overlease
(which  shall  remain  superior  to  this  provision),  Sublessee  may,  without
Sublessor's prior written consent (but must still obtain Overlandlord's  written
consent in advance),  enter into an occupancy  agreement for up to forty percent
(40%) of the Sublet Premises to the "Spin-Off" (as defined below), provided that
(i) at least  fifteen (15) days prior to the  effective  date of such  occupancy
agreement,   Sublessee  notifies   Sublessor  in  writing,   together  with  the
certification  of Sublessee,  and such other proof as Sublessor  may  reasonably
request,  that such  proposed  occupant  is the  actual  Spin-Off  and meets the
requirements below, (ii) the purposes for which such Spin-Off intends to use the
Sublet Premises are uses expressly  permitted by this Sublease,  (iii) Sublessee
shall and will  automatically  be and remain fully liable for the payment of all
of the Basic Rent and Additional  Rent due and to become due under this Sublease
both before and after the date of the  occupancy  agreement,  as well as for the
performance  of all  obligations  under this  Sublease both before and after the
date of the occupancy agreement, and Sublessee shall not be released from any of
its obligations or liabilities  under this Sublease,  and Sublessee  (along with
the Spin-Off) shall be fully responsible and liable for all acts or omissions of
such Spin-Off, or anyone claiming under or through Sublessee,  or such Spin-Off,
(iv) such  transfer  is not  principally  for the  purpose of  transferring  the
leasehold  estate created hereby,  (v) neither  Sublessor or Overlandlord  shall
ever have any liability to, nor obligations to, the Spin-Off,  (vi) the Spin-Off
does not ever engage in, or take, any action which would cause either  Sublessee
to be in default  under this  Sublease,  or Sublessor to be in default under the
Overlease,  (vii) such  Spin-Off  shall  never have the right to transfer to any
other party any rights in, or to, that portion of the Sublet  Premises  which it
occupies,  and  (viii)  such  proposed  occupancy  agreement  is with the  named
Spin-Off.  For purposes of this  subparagraph,  the term  "Spin-Off"  shall mean
National Patent Development Corporation,  a Delaware corporation,  which company
must at all times be a publicly traded company.

         (d) Notwithstanding anything contained in this Article to the contrary,
but  provided  this  Sublease is in full force and effect,  without  material or
monetary  default by Sublessee  after the lapse of time for notice and cure, and
subject to all of the  applicable  provisions of this Sublease and the Overlease
(which  shall  remain  superior  to  this  provision),  Sublessee  may,  without
Sublessor's prior written consent (but must still obtain Overlandlord's  written
consent in  advance),  enter into an occupancy  agreement  for up to ten percent
(10%) of the Sublet  Premises to "Five Star" (as defined  below),  provided that
(i) at least  fifteen (15) days prior to the  effective  date of such  occupancy
agreement,   Sublessee  notifies   Sublessor  in  writing,   together  with  the
certification  of Sublessee,  and such other proof as Sublessor  may  reasonably
request,  that such  proposed  occupant is Five Star and meets the  requirements
below,  (ii) the purposes for which Five Star intends to use the Sublet Premises
are uses expressly  permitted by this Sublease,  (iii)  Sublessee shall and will
automatically  be and remain  fully  liable for the  payment of all of the Basic
Rent and  Additional  Rent due and to become due under this Sublease both before
and after the date of the occupancy agreement, as well as for the performance of
all  obligations  under  this  Sublease  both  before  and after the date of the
occupancy  agreement,  and  Sublessee  shall  not be  released  from  any of its
obligations or liabilities  under this Sublease,  and Sublessee (along with Five
Star) shall be fully  responsible  and liable for all acts or  omissions of Five
Star, or anyone  claiming under or through  Sublessee,  or Five Star,  (iv) such
transfer is not principally for the purpose of transferring the leasehold estate
created  hereby,  (v)  neither  Sublessor  or  Overlandlord  shall ever have any
liability to, nor obligations to, Five Star, (vi) Five Star does not ever engage
in, or take,  any action  which would cause  either  Sublessee  to be in default
under this Sublease,  or Sublessor to be in default under the  Overlease,  (vii)
Five Star shall  never have the right to  transfer to any other party any rights
in, or to, that portion of the Sublet  Premises  which it  occupies,  and (viii)
such  proposed  occupancy  agreement  is with Five Star.  For  purposes  of this
subparagraph,  the term "Five Star"  shall mean Five Star  Properties,  Inc.,  a
Delaware  corporation,  which  company  must at all times be a  publicly  traded
company in which  Sublessee  owns not less than ten percent  (10%) of all of the
outstanding stock.


<PAGE>

         (e) For the purpose of this paragraph,  a sale,  assignment,  transfer,
exchange,  new issuance or other  disposition of (i) any of the capital stock of
Sublessee if Sublessee is a corporation, or of any corporation which directly or
indirectly  controls  Sublessee or of any  corporate  partner in  Sublessee,  if
Sublessee  is a  partnership;  or  (ii)  any  general  partnership  interest  in
Sublessee if Sublessee is a partnership; or (iii) any undivided interest in this
Sublease if Sublessee is a  co-tenancy,  shall be deemed to be an  assignment of
this  Sublease.  However,  if a  sale,  assignment,  transfer,  exchange  or new
issuance of any  capital  stock of  Sublessee  is made over a  recognized  stock
exchange  in  connection  with the fact that  Tenant is then a  publicly  traded
company (as defined by Federal Securities Laws), such transfer shall not require
Sublessor's consent.

         (f) Without otherwise limiting those additional  restrictions set forth
elsewhere  in  this  Sublease  and,  as  required  by  Section  11.01(c)  of the
Overlease, Sublessee expressly acknowledges the following provision is set forth
thereon:

                  "This sublease/assignment shall, at the option of Landlord or
                  any successor Landlord or lessor under any Superior Lease as
                  hereinafter defined, remain in full force and effect and the
                  subtenant/assignee hereunder shall attorn to and recognize
                  Landlord or successor Landlord as owner and landlord hereunder
                  and shall promptly upon such party's request, execute and
                  deliver all instruments necessary or appropriate to confirm
                  such attornment and recognition. The subtenant/assignee
                  hereunder hereby waives all rights under any present or future
                  laws or otherwise to elect, by reason of the termination of
                  this Lease, any Underlying Lease or any Superior Lease, to
                  terminate this sublease/assignment or surrender possession of
                  the premises demised hereby."

         14. Consent To Sublease by Overlandlord. This Sublease, and Sublessor's
obligations hereunder, are subject to, and conditioned upon, Sublessor obtaining
Overlandlord's written consent (the "Overlandlord  Consent") to this Sublease on
or before  December  20,  2002  (and,  in this  regard,  Sublessee  shall  fully
cooperate with  Sublessor,  at Sublessor's  expense,  in obtaining such consent,
which  cooperation  shall  include,  without  limitation,  providing  reasonable
financial information and records which may be requested and/or modifications to
this  Sublease  which do not  materially  increase  Sublessee's  obligations  or
materially  decrease its rights hereunder).  If, on or before December 20, 2002,
Sublessor  fails or is unable to obtain  such  written  consent  for any  reason
whatsoever,  either  party shall have the right to  automatically  declare  this
Sublease  null and void and of no further  force or effect  (provided,  however,
Sublessee  shall have this  right  only if  Sublessee  has fully  cooperated  in
obtaining such consent, as discussed above).

         15. Delivery.  Notwithstanding  anything  contained in this Sublease to
the  contrary,  Sublessor  does not  warrant  or  represent  that  the  Sublease
Commencement  Date will occur (and  possession  given) by a date certain and, in
this regard, Sublessor shall not be subject to any liability for failure to give
possession on a particular  date and the validity of this Sublease  shall not be
impaired under such circumstances, nor shall the same be construed in any way to
extend the Sublease Term.

         16. Taxes and Charges.  Sublessee shall pay, on or before the date same
is due, any occupancy,  sales,  use or similar tax, charge or fee that is at any
time due or payable with respect to the occupancy or use of the Sublet  Premises
or the payment of Basic Rent or Additional  Rent, and which is  attributable  to
this Sublease and/or the Sublease Term.


<PAGE>

         17. Use; Compliance. Sublessee shall use and occupy the Sublet Premises
for  office  purposes  and  related  incidental  uses,  and for no other  use or
purpose,  provided  that such uses shall only be  maintained as long as the same
are  permitted  under the  Overlease  and all  applicable  laws and  ordinances.
Sublessee  also  agrees  to  comply  with all  reasonable  rules nd  regulations
Sublessor may adopt for the operation of the Sublet Premises. Sublessor has made
no  representation  or warranty  that  Sublessee may in fact lawfully use and/or
occupy  the  Sublet  Premises  for any of such  uses,  nor as to the  portion or
portions of the Sublet  Premises  which may lawfully be used for any  particular
use.  Sublessee  covenants that, during the Sublease Term, no part of the Sublet
Premises shall be used in any manner whatsoever for any purposes in violation of
this Sublease or the Overlease or in violation of laws, ordinances, regulations,
or orders of the United States,  or of the State,  County,  and/or City or other
applicable  governmental  subdivisions  where the Sublet  Premises  are located.
Sublessee  shall comply with all such laws,  ordinances,  regulations and orders
now in effect or hereafter enacted or passed during the Sublet Term with respect
to the Sublet  Premises  (including,  without  limitation,  The  Americans  With
Disabilities Act);  provided that (a) Sublessee shall not be required to perform
any  alterations  in the  Sublet  Premises  in order to comply  with such  laws,
ordinances,  regulations  or orders  unless  the  requirement  to  perform  such
alterations  arises as a result of  Tenant's  use of the  Sublet  Premises,  (b)
Sublessee's  obligation  to comply with such laws,  ordinances,  regulations  or
orders with respect to the Sublet Premises shall not be greater than Sublessor's
obligation  to comply  with such laws,  ordinances,  regulations  or orders with
respect to the balance of the Original Premises  pursuant to the Overlease,  and
(c) Sublessee  shall not be responsible to cure any violations of any such laws,
ordinances,  regulations  or orders which exist as of the Sublease  Commencement
Date.

         18. Repair.  Sublessee  shall, at all times during the Sublease Term of
this Sublease, at Sublessee's own cost and expense, keep the Sublet Premises and
all improvements and facilities located therein, in good operating condition and
repair, and in such condition as may be required by the Overlease, by law, or by
the  terms  of the  insurance  policies  furnished  pursuant  to this  Sublease;
provided that the foregoing shall not obligate  Sublessee to perform any repairs
which are not the obligation of Sublessor pursuant to the Overlease.

         19.  Alterations.  Sublessee shall not construct,  remove,  demolish or
alter the Sublet Premises or any  improvement  located now or hereafter on or in
the  Sublet  Premises  without  the  prior  written  consent  of  Sublessor  and
Overlandlord,  which such parties may grant or withhold in its sole  discretion;
provided, however, to the extent approved in writing by Overlandlord in advance,
Sublessee,  at Sublessee's sole cost and expense, shall be entitled to erect one
partition  (the  "Partition")  in the Sublet  Premises  provided (i) the same is
erected in  accordance  with plans and  specifications  (and using a contractor)
acceptable in all respects to Sublessor and Overlandlord, and (ii) Sublessee, at
Sublessor's  option,  removes the  Partition  prior to the  expiration  or early
termination  of this Sublease and repairs any damage,  all at  Sublessee's  sole
cost and expense.


<PAGE>

         20.  Mechanics'  Liens. If, in connection with any work being performed
by Sublessee or any subtenant of Sublessee or in  connection  with any materials
being furnished to Sublessee or any subtenant, any mechanic's lien or other lien
or charge shall be filed or made against the Sublet  Premises or any improvement
therein  or any part  thereof,  or if any such lien or charge  shall be filed or
made against  Overlandlord  or Sublessor,  then  Sublessee,  at its own cost and
expense,  within  fifteen  (15) days after  such lien or charge  shall have been
filed or made,  shall cause the same to be cancelled and discharged of record by
payment or filing of a bond or otherwise, and shall also defend any action, suit
or proceeding  which may be brought for the  enforcement of such lien or charge,
and shall pay any damages,  costs and expenses,  including reasonable attorneys'
fees,  suffered or incurred by  Sublessor,  and shall  satisfy and discharge any
judgment  entered within fifteen (15) days from the entering of such judgment by
payment  or  filing  of a bond,  or  otherwise.  If  Sublessee  fails to  timely
discharge  any lien,  charge or judgment  required to be paid or  discharged  by
Sublessee,  Sublessor may pay such items or discharge  such liability by payment
or bond or both,  and  Sublessee  will repay to  Sublessor,  upon  demand and as
Additional Rent, any and all reasonable amounts paid by Sublessor,  or by reason
of any  liability on any such bond,  and also any and all  incidental  expenses,
including reasonable attorneys' fees, incurred by Sublessor.

         21. Indemnity. Sublessee will indemnify and save harmless Sublessor and
Overlandlord  from  and  against  any  and  all  liabilities,  losses,  damages,
expenses,  causes of action,  suits,  interests,  fines,  penalties,  claims and
judgments  arising from injury, or claim of injury, to person or property of any
and every nature,  and from any matter or thing,  growing out of the occupation,
possession, use, construction, alteration, repair, maintenance or control of the
Sublet Premises  (unless directly  resulting from the negligence,  misconduct or
default of Sublessor), and/or arising out of Sublessee's failure to perform each
and  every  term,  covenant,  condition  and  agreement  herein  provided  to be
performed by Sublessee.  Sublessee,  at its own cost and expense, will defend by
counsel  selected  or  approved  by  Sublessor,  any and all  suits  that may be
brought, and claims which may be made, against Sublessor,  or in which Sublessor
may be impleaded with others, whether Sublessor shall be liable or not, upon any
such above-mentioned  liabilities,  losses, damages, expenses, causes of action,
suits, interest, fines, penalties,  claims and judgments, and shall satisfy, pay
and discharge any and all judgments that may be recovered  against  Sublessor in
any such action or actions in which Sublessor may be a party defendant,  or that
may be filed  against the Sublet  Premises,  the  improvements  thereon,  or any
interest therein, and in the event of the failure of Sublessee to pay the sum or
sums for which Sublessee shall become liable, then Sublessor may pay such sum or
sums, with all interest at the highest rate allowed by law and charges which may
have  accrued  thereon,  and the amount  paid by  Sublessor  shall be payable by
Sublessee to Sublessor upon demand, as Additional Rent.

         In addition, all indemnities and insurance coverage running in favor of
the  Overlandlord  in the  Overlease  shall run from  Sublessee in favor of such
party plus, also, in favor of Sublessor.

         22.  Sublessor's  Expenses.  Sublessee shall  reimburse  Sublessor upon
demand for all reasonable expenses,  including,  without limitation,  reasonable
attorneys' fees through the trial and appellate levels, incurred by Sublessor in
connection with the collection of any Basic Rent,  Additional Rent or other sums
due  pursuant to this  Sublease or the  enforcement  of any other  agreement  or
obligation of Sublessee pursuant to this Sublease.


<PAGE>

         23. Hazardous  Substances and Environmental  Laws.  Sublessee shall not
cause or permit the Sublet  Premises  to be used for the  generation,  handling,
storage,  transportation,  disposal or release of any "Hazardous Substances" (as
defined  below),  except  for small  quantities  which  may be used as  cleaning
supplies in  connection  with normal  office  purposes and which are exempted or
permitted under applicable federal,  state or local laws,  ordinances,  rules or
regulations   pertaining  to  Hazardous  Substances  or  industrial  hygiene  or
environmental  conditions  ("Environmental Laws"), and Sublessee shall not cause
or permit the Sublet Premises,  or any activities  conducted  thereon,  to be in
violation of any applicable  Environmental  Laws.  Sublessee agrees to indemnify
Sublessor and hold Sublessor and its directors, officers, employees,  successors
and  assigns  harmless  from and against  any and all  claims,  losses,  damages
(including   all   foreseeable   and   unforeseeable   consequential   damages),
liabilities,  fines, penalties,  charges,  interest,  administrative or judicial
proceedings and orders, judgments,  remedial action,  requirements,  enforcement
actions  of any  kind,  and  all  reasonable  costs  and  expenses  incurred  in
connection  therewith (including without limitation  reasonable  attorneys' fees
and  expenses),  directly or  indirectly  resulting in whole or in part from the
violation of any  Environmental  Laws  applicable to the Sublet  Premises or any
activity  conducted thereon,  or from any use,  generation,  handling,  storage,
transportation,  disposal or release of Hazardous Substances at or in connection
with the Sublet Premises, or any contamination, detoxification, closure, cleanup
or other remedial measure required under any  Environmental  Laws. All sums paid
and costs incurred by Sublessor  with respect to the foregoing  matters shall be
payable by Sublessee as Additional Rent hereunder.  This indemnity shall survive
the full payment and performance of all Basic Rent and the expiration or earlier
termination of this Agreement.  "Hazardous  Substances" shall mean, at any time,
(i) asbestos and any asbestos containing Material and any substance that is then
defined or listed in, or otherwise  classified  pursuant  to, any  Environmental
Laws  or  any  applicable  laws  or  regulations  as  a  "hazardous  substance,"
"hazardous Material",  "hazardous waste", "infectious waste", "toxic substance",
"toxic pollutant" or any other formulation intended to define, list, or classify
substances  by  reason  of   deleterious   properties   such  as   ignitability,
corrosivity,  reactivity,  carcinogenicity,  toxicity, reproductive toxicity, or
"EP toxicity",  (ii) any petroleum and drilling  fluids,  produced  waters,  and
other wastes associated with the exploration, development or production of crude
oil,  natural  gas,  or  geothermal  resources  and  (iii)  petroleum  products,
polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, and
medical waste. Notwithstanding the foregoing, Sublessee shall not be responsible
in any way for (and shall not be required to  indemnify  Sublessor  with respect
to) any Hazardous  Substances which are present in the Sublet Premises as of the
Sublease  Commencement  Date to the extent  such  Hazardous  Substances  are not
disturbed, in whole or in part, by Sublessee or by any of Sublessee's assignees,
sublessees, employees, invitees, licensees, guests, contractors,  subcontractors
and/or any other party under any such parties' reasonable control or direction.


<PAGE>

         24. Insurance.  At all times during the Sublease Term, Sublessee shall,
at Sublessee's  own cost and expense,  provide and keep in force for the benefit
of  Sublessor  and  Overlandlord  (i)  general  liability  policies   protecting
Sublessor  against any and all liability  occasioned by negligence,  occurrence,
accident or disaster in or about the Sublet  Premises,  which policy must be for
limits of not less than Three Million  Dollars per incident or occurrence,  (ii)
any and all  improvements  within the Sublet  Premises,  insured against loss or
damage  by fire,  lightning,  windstorm,  hail,  explosion,  riot,  damage  from
aircraft,  smoke damage,  war damage (when  available) and such other  insurable
risks,  casualties  and hazards as  Sublessor  may from time to time  reasonably
specify  in an amount  at least  equal to their  full  insurable  value  without
deduction for depreciation and (iii) all insurance  required under the Overlease
(including,  without  limitation,  Article 9 of the Overlease,  which shall also
name Sublessor as an additional insured).  Copies of such policies of insurance,
together  with  receipts  showing  payment  of the  premiums  thereon,  shall be
delivered  to, and left in the  possession  of,  Sublessor  and shall be in form
reasonably satisfactory to Sublessor. In addition, all insurance to be furnished
by  Sublessee  under this  Sublease  shall be written by a company or  companies
reasonably  approved  by  Sublessor,  shall  name as  insured  Overlandlord  and
Sublessor and any fee mortgagee(s), as their interests may appear, shall include
a mortgagee clause in standard form if there be a mortgage or mortgagees,  shall
provide that the proceeds, if any, shall be payable in accordance with the terms
of the  Overlease  and must contain a clause that the insurer will not cancel or
change the insurance  coverage  without first giving  Sublessor thirty (30) days
advance written notice.

         25. Intentionally Deleted.

         26. Condition of Sublet  Premises/Building.  Sublessee  represents that
Sublessor  has made no  representations  or  warranties  of any kind  (except as
expressly  set forth herein) and Sublessee  further  represents  that the Sublet
Premises, the improvements thereon,  sub-surface conditions,  title encumbrances
and all other matters,  and the present  tenancies,  uses and non-uses  thereof,
have been examined by Sublessee  and that  Sublessee  accepts the same,  without
recourse to Sublessor, in the condition or state in which they are now in.

         In  addition,  Sublessor  and its  agents  shall not be liable  for any
injury (including  death) or damage to persons or property  resulting from fire,
explosion,  falling plaster,  steam, gas,  electricity,  water, rain, or snow or
leaks from any part of the Building,  or from the pipes,  appliances or plumbing
or electrical  works,  or from the roof,  street or subsurface or from any other
place,  or by dampness,  or in connection  with the condition of the Building or
surrounding  areas or by any other cause of  whatsoever  nature,  and  Sublessee
hereby  expressly  waives any  consequential,  punitive or  incidental  damages.
Sublessee  also  hereby   expressly   waives  any  compensation  or  claims  for
inconvenience  or loss of business,  rents or profits as a result of such injury
or damage, or for any other reason, in connection with this Sublease.

         27.  Sublessor's Right of Entry.  Sublessor and Sublessor's  authorized
agents,  employees and designees (as well as Overlandlord)  shall have the right
from time to time,  at  Sublessor's  sole option,  to enter and pass through the
Sublet  Premises and all  improvements  now or hereafter  located thereon at any
reasonable time to examine the same, to show them to prospective purchasers, fee
mortgagees and others,  or to do any acts allowed or required by Sublessor under
this Sublease.


<PAGE>

         28.  Surrender.  Sublessee  shall,  on the  Sublease  Expiration  Date,
surrender and deliver the Sublet Premises,  with the  improvements  then located
thereon and the appurtenances thereto, into the possession and use of Sublessor,
without fraud or delay and in good order,  condition and repair  (ordinary  wear
and tear and damage by  casualty  not caused by  Sublessee  excepted),  free and
clear of all  letting  and  occupancies,  and free and  clear of all  liens  and
encumbrances other than those existing on the date of this Sublease or resulting
from the actions of Sublessor or  Overlandlord  without any payment or allowance
by Sublessor on account of or for any improvements  erected or maintained on the
Sublet  Premises at the time of the  surrender,  or for the contents  thereof or
appurtenances  thereto and, also, as may otherwise be required by the Overlease.
In the event  Sublessee  does not timely and fully comply with the terms of this
paragraph,  and in addition to all other rights and remedies to which  Sublessor
is entitled as provided  in this  Sublease,  at law and/or in equity,  Sublessee
will  indemnify  and  hold  Sublessor  harmless  from  and  against  any and all
liabilities,  losses,  damages,  expenses,  causes of action,  claims, fines and
judgments  made by  Overlandlord  and/or arising (in whole or in part) under the
Overlease  (including,  without  limitation,  all sums due or  claimed to be due
under the Overlease). Also, Sublessee shall remove, at Sublessee's cost, by such
date all such  fixtures  and  improvements  installed by Sublessee at the Sublet
Premises if so required by the Overlease or by Sublessor.

         29. Estoppel Certificates. Sublessee agrees to provide Sublessor and/or
Overlandlord,  promptly upon request,  an estoppel  certificate  evidencing such
matters, as the Sublessor (acting reasonably) and/or Overlandlord requests.

         30. Rights  Cumulative.  All the rights and remedies of Sublessor under
this  Sublease  or  pursuant  to  present  or  future  law shall be deemed to be
separate,  distinct and cumulative and no one or more of them, whether exercised
or not,  shall be  deemed to be in  exclusion  of,  or a waiver  of,  any of the
others,  or of any of the  rights or  remedies  which  Sublessor  may have,  and
Sublessor  shall have,  to the fullest  extent  permitted  by law,  the right to
enforce  any rights or  remedies  separately  and to take any  lawful  action or
proceedings to exercise or enforce any right or remedy without  thereby  waiving
or being barred or estopped from  exercising  and enforcing any other rights and
remedies by appropriate action or proceedings.

         31. Payments of Money;  Interest.  All amounts which Sublessee shall be
obligated  to pay  pursuant  to this  Sublease  shall be  deemed  Basic  Rent or
Additional  Rent,  and in the event of the nonpayment by Sublessee of any sum of
money which Sublessee shall be obligated to pay to Sublessor under any provision
of this Sublease, Sublessor shall have the same rights and remedies by reason of
such  nonpayment as if Sublessee had failed to pay an installment of Basic Rent.
In each  instance when  Sublessee  shall be obligated to make any payment of any
sum of money,  interest  shall accrue thereon and be payable at the highest rate
permitted  by law,  computed  from the date  which is five (5) days  after  such
payment  first became due;  provided that  Sublessor  hereby agrees to waive the
payment of interest attributable to one late payment in each calendar year.

         32.  Sublessor's  Self-Help.  In  addition  to  Sublessor's  rights  of
self-help set forth  elsewhere in this Sublease , if Sublessee at any time fails
to perform any of its  obligations  under this  Sublease  after the lapse of any
applicable notice and grace periods,  Sublessor shall have the right but not the
obligation,  upon giving  Sublessee  at least three (3) days prior notice of its
election  to do so (in the  event  of any  emergency  no prior  notice  shall be
required)  to  perform  such  obligations  on behalf of and for the  account  of
Sublessee  and to take all such  action to  perform  such  obligations.  In such
event,  Sublessor's  costs and expenses  incurred  therein  shall be paid for by
Sublessee  forthwith,  with  interest (at the highest rate allowed by law).  The
performance  by Sublessor of any  obligation  shall not  constitute a release or
waiver of Sublessee  therefrom.  Sublessee  hereby waives any claim and releases
Sublessor and Sublessor's  agents,  contractors and employees from all liability
for damage occasioned by any action taken pursuant to this Paragraph.


<PAGE>

         33.  Non-Waiver.  No waiver by  Sublessor of any breach by Sublessee of
any term,  covenant,  condition or agreement herein, and no failure by Sublessor
to  exercise  any right or remedy in  respect  of any  breach  hereunder,  shall
constitute a waiver or relinquishment for the future of any such term, covenant,
condition or agreement or of any subsequent breach of any such term,  covenants,
condition or  agreement,  nor bar any right or remedy of Sublessor in respect of
any such  subsequent  breach,  nor shall the receipt of any rent, or any portion
thereof, by Sublessor, operate as a waiver of the rights of Sublessor to enforce
the payment of any other rent then or  thereafter  in default,  or to  terminate
this  Sublease,  or to  recover  the  Sublet  Premises  or to  invoke  any other
appropriate  remedy which  Sublessor may select as set forth in this Sublease or
provided by law.

         34. Survival.  All rights and obligations of Sublessee which are or may
be intended  by their  nature to be  performed  and/or  complied  with after the
expiration or earlier termination of this Sublease shall survive such expiration
or termination.

         35. No Partnership.  Sublessor  shall not be deemed,  in any way or for
any purpose,  to have become,  by the  execution of this  Sublease or any action
taken under this Sublease,  a partner of Sublessee,  in Sublessee's  business or
otherwise, or a member of any joint enterprise with Sublessee.

         36. Bind and Inure. The terms, covenants,  conditions and agreements of
this  Sublease  shall  bind and  inure to the  benefit  of the  parties  to this
Sublease and their respective  permitted  successors and assigns.  Any waiver of
rights by either party shall be deemed to be a waiver of such rights not only by
such  party but shall be deemed to be a waiver of such  rights for and on behalf
of each and every successor and assignee of such party. If any of the provisions
of this  Sublease,  or its  application  to any  situation,  shall be invalid or
unenforceable to any extent, the remainder of this Sublease,  or the application
thereof  to   situations   other  than  that  as  to  which  it  is  invalid  or
unenforceable,  shall  not be  affected  thereby,  and every  provision  of this
Sublease shall be valid and enforceable to the fullest extent permitted by law.

         37.  Waiver.  Sublessee  expressly  waives  any right to  rescind  this
Sublease  under  Section  223-a of the New York Real  Property  Law or any other
present or future law of similar  import  then in effect and  further  expressly
waives any right to recover  any  damages  which may result  from  Sublandlord's
inability  to  deliver  possession  of  the  Sublet  Premises  on  the  Sublease
Commencement  Date;  provided that if Sublessor has not delivered  possession of
the Sublet  Premises on or before  December 20, 2002,  Sublessee  shall have the
right to  terminate  this  Sublease  at any time  thereafter  (but  prior to the
delivery of  possession by Sublessor)  (provided  Sublessee has otherwise  fully
cooperated  with Sublessor in obtaining the  Overlandlord  Consent,  as required
above).  Sublessee  agrees that the  provisions  of this Article are intended to
constitute  "an express  provision to the  contrary"  within the meaning of said
Section 223-a.

         38.  Recording.  Sublessee  shall  not  record  this  Sublease  or  any
memorandum hereof.

         39. Entire  Agreement.  This  Sublease sets forth the entire  agreement
between  the  parties,  superceding  all prior  agreements  and  understandings,
written and oral, and may not be altered or modified  except by a writing signed
by both parties.

         40. Law. This  Agreement has been executed in the State of New York and
shall be governed by and construed in  accordance  with the laws of the State of
New York.

         41.  Execution.  Submission by Sublessor of this Sublease for execution
by  Sublessee  shall  confer no rights nor impose any  obligation  on  Sublessor
unless and until  (and  subject to all other  rights  and  conditions  contained
elsewhere)  both  Sublessor and Sublessee  shall have executed this Sublease and
duplicate originals thereof shall have been delivered by Sublessor and Sublessee
to each other.


<PAGE>

                  42.      Intentionally Deleted.
                           ---------------------

                  43. Sublessee's Early Termination Options. As long as the
named Sublessee (i.e., GP Strategies Corporation or one of its Affiliate's or
one of its permitted occupants) is then in possession of all the Sublet Premises
under this Sublease and provided there is no default which remains uncured
beyond the applicable notice and cure period at the time Sublessor receives the
"First Termination Notice" (as defined below) or at anytime thereafter through
the "First Termination Date" (as defined below) (except to the extent Sublessor,
in, Sublessor's sole discretion, waives such condition), Sublessee shall have
the option (the "First Termination Option"), at Sublessee's discretion, to
terminate this Sublease at the end of the twelfth (12th) month following the
Sublease Commencement Date of this Sublease (the "First Termination Date"),
provided, Sublessor receives written notice (the "First Termination Notice")
from Sublessee no later than the end of the tenth (10th) month following the
Sublease Commencement Date of this Sublease, time being of the essence, stating
that Sublessee is exercising the First Termination Option. In the event
Sublessee timely and properly exercises the First Termination Option then, in
such event, and in addition to those other Sublessee obligations provided for in
this Sublease, (i) Sublessee shall vacate and deliver the Sublet Premises to
Sublessor free of all occupants and in the condition required by this Sublease
no later than 5:00 P.M. on the First Termination Date, time being of the
essence, failing which and in addition to any and all rights and remedies to
which Sublessor is entitled under the Sublease, at law and/or in equity,
Sublessee shall also be liable to Sublessor for damages (including, without
limitation, all consequential damages, as well as all damages and/or costs
and/or fines and/or payments Sublessor may incur to a third party as a result of
such failure), and (ii) Sublessee shall continue to be responsible for any and
all indemnity obligations with respect to the Sublet Premises as provided for
under the Sublease, as well as with respect to the acts or omissions of
Sublessee and/or Sublessee's employees, guests, invitees, licensees, agents
and/or any other party or parties under any such party's or parties' reasonable
control prior to the last to occur of the date upon which the First Termination
Date occurs or Sublessee properly complies with the requirements set forth in
subparagraph (i) directly above. The terms of this Section shall survive the
expiration or termination of this Sublease.

                  As long as the named Sublessee (i.e., GP Strategies
Corporation or one of its Affiliates or one of its permitted occupants) is then
in possession of all the Sublet Premises under this Sublease and provided there
is no default which remains uncured beyond the applicable notice and cure period
at the time Sublessor receives the "Second Termination Notice" (as defined
below) or at anytime thereafter through the "Second Termination Date" (as
defined below) (except to the extent Sublessor, in, Sublessor's sole discretion,
waives such condition), Sublessee shall have the option (the "Second Termination
Option"), at Sublessee's discretion, to terminate this Sublease at the end of
the thirty-sixth (36th) month following the Sublease Commencement Date of this
Sublease (the "Second Termination Date"), provided, Sublessor receives written
notice (the "Second Termination Notice") from Sublessee no later than the end of
the thirty-fourth (34th) month following the Sublease Commencement Date of this
Sublease, time being of the essence, stating that Sublessee is exercising the
Second Termination Option. In the event Sublessee timely and properly exercises
the Second Termination Option then, in such event, and in addition to those
other Sublessee obligations provided for in this Sublease, (i) Sublessee shall
vacate and deliver the Sublet Premises to Sublessor free of all occupants and in
the condition required by this Sublease no later than 5:00 P.M. on the Second
Termination Date, time being of the essence, failing which and in addition to
any and all rights and remedies to which Sublessor is entitled under the
Sublease, at law and/or in equity, Sublessee shall also be liable to Sublessor
for damages (including, without limitation, all consequential damages, as well
as all damages and/or costs and/or fines and/or payments Sublessor may incur to

<PAGE>

a third party as a result of such failure), and (ii) Sublessee shall continue to
be responsible for any and all indemnity obligations with respect to the Sublet
Premises as provided for under the Sublease, as well as with respect to the acts
or omissions of Sublessee and/or Sublessee's employees, guests, invitees,
licensees, agents and/or any other party or parties under any such party's or
parties' reasonable control prior to the last to occur of the date upon which
the Second Termination Date occurs or Sublessee properly complies with the
requirements set forth in subparagraph (i) directly above. The terms of this
Section shall survive the expiration or termination of this Sublease.


         IN WITNESS WHEREOF, the parties hereto have executed this Sublease as
of the date and year first above written.

                                                     SUBLESSOR:

                         AUSTIN NICHOLS & COMPANY, INC.
                         a New York corporation

                         By:_______________________________
                            Name:_____________________________
                            Title:______________________________


                         SUBLESSEE:

                         GP STRATEGIES CORPORATION,
                         a Delaware corporation


                         By:__________________________________________________
                            Name:_____________________________________________
                            Title:____________________________________________



<PAGE>


\\NY-srv01\LEVINM\854503v04\$BC704!.DOC\27594.010300

                                       A-1
                                   EXHIBIT "A"

                                 SUBLET PREMISES




<PAGE>



                                       B-1
                                   EXHIBIT "B"

                                    OVERLEASE






</TEXT>
</DOCUMENT>
