Exhibit 10.1 Jerome Feldman GSE Offer Letter


     

    


    


    


    


    Jerome
      I.
      Feldman

    145
      West
      Patent Road

    Bedford
      Hills, NY 10507

    


    Dear
      Mr.
      Feldman,

    


    GSE
      Systems, Inc. is pleased to offer you a position as Chairman. Your first day
      of
      employment will be April 2, 2007. As discussed, your responsibilities
      include developing new business for GSE, assisting in the development of the
      Company’s Strategic direction, and oversight of GSE’s Research and Development
      activities. Your starting salary, as determined by the GSE Compensation
      Committee and discussed during the February 6, 2007 Board of Directors Meeting
      will be $240,000 annually, paid in semi-monthly installments. Regular full-time
      employees are paid on fifth business day after both the 15th
      and the
      last day of each month. 

    


    In
      addition, as a full-time regular employee, you are eligible to participate
      in
      GSE’s comprehensive benefits plan. 

    


    In
      addition, you are eligible to participate in the Company’s Executive Benefits
      Program which, among other things, provides a monthly allowance for an
      automobile and certain Company paid benefits 

    


    All
      employees are required to complete an I-9 Employment Eligibility Verification
      Form. Your employment is contingent upon successful completion of this form.
      Please refer to the enclosed list of acceptable documents. When you report
      to
      work, you must provide either one form of identification from list A or two
      forms of identification, one of which must be from list B and one from list
      C.
      Should you choose to provide forms of identification without a photograph,
      please come prepared to show a picture ID. Should
      you
      accept this offer, we will also need a copy of your social security card, for
      payroll purposes only. Please bring your social security card with you on your
      first day of employment.

    


    As
      an
      employee of GSE, you will be required to comply with all company policies and
      procedures. These are outlined in the company’s Policies and Procedures
      Handbook, which will be available to you when you report to work. Employment
      with the Company is voluntarily entered into and the employee is free to resign
      at any time, with or without cause. Similarly, the Company hires employees
      for
      an indefinite period of time (i.e., “at will” employment status) and may
      terminate the employment relationship at any time, with or without notice or
      cause, provided there is no violation of any applicable laws.


    
      
        
        

      

      
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    Jerome
      I.
      Feldman

    Page
      2

    


    This
      offer will remain in effect if you sign and return the original copy of this
      letter within 7 days from the date on this letter, and you report to work as
      expected on your established start date. Please sign the original copy of this
      letter to indicate that you accept the terms of your offer as outlined above
      and
      return both pages to me at your earliest convenience. Should you have any
      questions, feel free to contact me at 410-277-3741.

    


    


    Jerry,
      I
      am personally very excited about having you on board on a full time basis.
      If
      the contributions that you have made as an uncompensated Chairman are indicative
      of the future, then the contributions you will make as a full time Executive
      Officer of GSE will be profound. 

    


    


    Very
      truly yours,

    


    /s/
      John V.
      Moran                 April
      2, 2007  

    Signature                           Date

    
 

    John
      V.
      Moran

    Chief
      Executive Officer

     

    


    


    I
      have
      read, understand, and accept all terms of this offer of employment with GSE
      Systems, Inc.

    


    


     

    _/s/
      Jerome Feldman_____________________

    Signature  


    
       

    

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