Exhibit 10.1

July 27, 2005

Glenn Wienkoop

21178 Maria Lane

Saratoga, CA 95070

Dear Glenn,

On behalf of MSC.Software Corporation, I am pleased to offer you the position of President & Chief Operating Officer. This position reports to Bill Weyand, Chairman and CEO, and is located in Santa Ana, CA.  It is understood and agreed that you may choose to commute to Santa Ana, California during up to a six month transitional period following the projected August 22, 2005 start date of your employment.

We are offering you a base salary of $330,000 annually, paid semi-monthly.  In addition, you will also be eligible to participate in the Executive Bonus Program that is targeted at 70% of your base salary.  All payments will be subject to required tax withholding and other authorized deductions.

As part of your overall compensation package, you will receive stock options covering 275,000 shares of MSC.Software common stock, granted upon Board approval (such options to have a per share exercise price equal to the fair market value of a share of our stock on that date and vesting according to the terms of MSC’s 2001 Stock Purchase Plan). Also, you will be granted a special, one-time right to purchase an additional 100,000 shares of restricted MSC.Software stock at a purchase price of $11.00 a share on your start date, such right exercisable only for 10 business days after your start date. You will also be granted 40,000 performance stock units related to MSC.Software common stock.

Your performance stock units will be subject to the terms and conditions of a performance stock unit agreement to be prepared by MSC.Software (which will include customary investment representations, a vesting requirement, and termination of the units to the extent not previously vested if your employment terminates).  In general, the performance stock units will vest only if (1) during the next two years, the closing price or last price, as applicable, per share of MSC.Software common stock as reported on the composite tape for securities listed on either the New York Stock Exchange or the NASDAQ National Market equals or exceeds $20.00 for each of at least 30 consecutive trading days, or (2) MSC.Software is sold in a transaction that results in a majority change in ownership of the company and in which the value of the per-share consideration received by the holders of the MSC.Software common stock in respect of such sale equals or exceeds $20.00.