MANAGEMENT SERVICES AGREEMENT
This Agreement is made as of January 1, 2004 between GP Strategies Corporation, a Delaware corporation
("GP") and GSE Systems, Inc., a Delaware corporation ("GSE").
W I T N E S S E T H WHEREAS, GP has processes, systems, equipment and personnel capable of supporting
the business operations of its own and other businesses; and WHEREAS, GSE has need of the types of business
support services that GP can provide and GSE wishes to avail itself of services GP can provide; and WHEREAS
GP and GSE desire in this Agreement to evidence the terms upon which GP shall provide mutually agreed
services; NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and
valuable consideration, the parties agree as follows:
ARTICLE I. - MANAGEMENT SERVICES
During the term of this Agreement, GP shall provide the following support services to the extent and in the areas
described (collectively, the "Services"):
1. Supervision and administration of payroll and employee-benefit services covering GSE employees, including
the administration of health care claims.
2. Obtaining and maintaining in force all insurance policies necessary or appropriate in connection with GSE's
activities, provided that GP shall have no obligation to pay premiums or other fees under such insurance policies
on GSE's behalf (and GP shall be promptly reimbursed for any insurance-related cost it incurs on GSE's behalf).
3. GP shall provide GSE with financial analysis and support, accounting and audit service and support, and
accounts payable services using the systems, processes and practices utilized by GP.
4. GP shall provide GSE with legal advice through its in-house counsel, and supervision of matters referred to
outside counsel, including assistance with respect to the preparation and review of SEC reports, general
corporate and securities matters, corporate governance issues, issues relating to compliance with the Sarbanes-
Oxley Act, claims, litigation,