POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that the undersigned Officers and
Directors of GSE Systems, Inc., a Delaware corporation, hereby constitute and
appoint Jerry Jen and Jeffery G. Hough, and each of them, the true and lawful
agents and attorneys-in-fact of the undersigned with full power and authority in
said agents and attorneys-in-fact, and in any one or both of them, to sign for
the undersigned and in their respective names as Officers and Directors of the
Corporation, the Annual Report of Form 10-K of the Corporation to be filed with
the Securities and Exchange Commission, Washington, D.C., under the Securities
Exchange Act of 1934, as amended, and any amendment or amendments to such Annual
Report, hereby ratifying and confirming all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized. This Power
of Attorney, which is dated as of February 8, 2002, may be executed in any
number of counterparts, and such signatures may be by means of facsimile or
other means of transmission.

       Name                                       Title


/s/ Jerome I. Feldman                    Chairman of the Board


/s/ Jerry Jen                            President, Chief Operating Officer and
                                         Director (Principal Executive Officer)


/s/ Jeffery G. Hough                     Senior Vice President and Chief
                                         Financial Officer (Principal Finance
                                         and Accounting Officer)

/s/ Sheldon L. Glashow, Ph.D.            Director

/s/ Scott N. Greenberg                   Director


/s/ John A. Moore, Jr.                   Director


/s/ George J. Pedersen                   Director


/s/ Joseph W. Lewis                      Director


/s/ Roger L. Hagengruber, Ph.D.          Director