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Forbearance Letter

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Sectors: Services
Governing Law: Maryland, View Maryland State Laws
Effective Date: May 09, 2005
Related Agreement Types:
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Exhibit: 10.1

[WACHOVIA LOGO] May 9, 2005

General Physics Corporation
6095 Marshalee Drive
Suite 300

Elkridge, Maryland 21075 Attention: Sharon Esposito-Mayer

Re: Financing and Security Agreement dated as of
August 13, 2003 (as amended, modified,
substituted, extended, and renewed from time to
time, collectively, the "Financing Agreement") by
and between General Physics Corporation,
Skillright, Inc., GSE Systems, Inc., GSE Power
Systems, Inc., and MSHI, Inc. (the "Borrowers"),
jointly and severally, and Wachovia Bank, National
Association (the "Lender")

Ladies and Gentlemen:

Reference is made to the Financing Agreement for the meaning of capitalized terms not otherwise defined herein. This letter shall be deemed one of the Financing Documents as defined in the Financing Agreement.

The Borrowers have advised the Lender that GSE failed to comply with the financial covenant contained in Section 7.1.23(b) (Debt Service Coverage Ratio) as of March 31, 2005 (the "Event of Default"). The Borrowers acknowledge and agree that the Lender is entitled to exercise any and all of its rights and remedies provided in the Financing Agreement, any other Financing Documents or otherwise available by contract, at law or in equity.

The Borrowers have requested that the Lender forebear from exercising its remedies in response to the Event of Default from the date this Agreement becomes effective until the earlier to occur of (a) delivery of the quarterly financial statements of GSE for the period ending June 30, 2005 or (b) August 15, 2005 (the "Forbearance Period").

The Lender has agreed, subject to the terms hereof, to forbear from exercising its rights and remedies under the Financing Agreement and all other Financing Documents arising from the Event of Default for the Forbearance Period; provided, however, the Borrowers expressly agree that this forbearance shall automatically terminate and the Lender shall have no obligation to continue to forebear hereunder in the event that any other Event of Default or Default occurs under the Note, the Financing Agreement or any other Financing Document. The Lender further agrees that General Physics shall not be deemed to be in default as a result of the Even
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