EXHIBIT 24.1
GSE SYSTEMS, INC.
9189 Red Branch Road
Columbia, Maryland 21045
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
Christopher M. Carnavos, Jeffery G. Hough and Stephen J. Fogarty, 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 on 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.
Dated: March 26, 1999
Name Title
/S/ JEROME I. FELDMAN Chairman of the Board
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Jerome I. Feldman
/S/ CHRISTOPHER M. CARNAVOS President and Director
- --------------------------- (Principal Executive Officer)
Christopher M. Carnavos
Senior Vice President and Chief Financial
/S/ JEFFERY G. HOUGH Officer (Principal Finance and Accounting
- --------------------------- Officer)
Jeffery G. Hough
/S/ SHELDON L. GLASHOW Director
- ---------------------------
Sheldon L. Glashow
/S/ JOHN A. MOORE, JR. Director
- ---------------------------
John A. Moore, Jr.
/S/ GEORGE J. PEDERSEN Director
- ---------------------------
George J. Pedersen
/S/ SYLVAN SCHEFLER Director
- -------------------------
Sylvan Schefler