SECOND AMENDMENT TO CONSULTING AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO

CONSULTING AGREEMENT

THIS SECOND AMENDMENT (“Second Amendment”) effective as of March 8, 2006 (the “Effective Date”), to the Consulting Agreement dated June 30, 2005, is entered into by and between MSC.Software Corporation, a Delaware corporation (“MSC”) and Kenneth D. Blakely, an individual (“Blakely”).

WHEREAS, Blakely was previously employed as the Vice President of Special Projects for MSC;

WHEREAS, Blakely and MSC mutually agreed to terminate Blakely’s employment relationship with MSC pursuant to an Employment Separation and General Release Agreement dated June 30, 2005 (the “Separation Agreement”);

WHEREAS, MSC and Blakely thereafter entered into that certain Consulting Agreement dated June 30, 2005 for the purpose of Blakely rendering consulting services from time to time to MSC, as amended on or about December 13, 2005 ( collectively the “Consulting Agreement”); and

WHEREAS, MSC and Blakely desire to amend the Consulting Agreement in order to extend the Consulting Term as that term is defined in the Agreement, from March 31, 2006 through and including June 30, 2006;

NOW, THEREFORE, in consideration of the covenants contained herein, the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. The first sentence of Section I of the Consulting Agreement shall be amended so as to read as follows:

“I.Engagement. MSC hereby engages Blakely and Blakely hereby accepts such engagement, upon the terms and conditions hereinafter set forth, for the period commencing July 1, 2005 and ending on June 30, 2006 unless earlier terminated as provided in Section IV herein (such period is referred to as the “Consulting Term”).”

For purposes of clarity, with regard to the 2000 Executive Cash or Stock Bonus Plan (the “Plan”) under which Blakely has scheduled deferred bonus payments, and consistent with the rules of the Plan and MSC’s policy, Blakely shall be paid any amounts previously awarded under the Plan on or about June 30, 2006, co-terminus with the end of the Consulting Term, which payments shall not imply a bonus for the year ending December 31, 2005.

[Signatures intentionally appear on the following page.]

This Amendment shall in no way affect the terms of the Separation Agreement between the parties, and any amendments thereto, including, without limitation, the treatment of Blakely’s stock options as set forth in Section XI of the Separation Agreement.

Except as expressly modified by this Second Amendment, the Consulting Agreement shall be and remain in full force and effect in accordance with its terms, and shall constitute the legal, valid, binding, and enforceable obligations of MSC and Blakely. This Second Amendment, including the Agreement, the First Amendment, and any attachments thereto, is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect thereto. In the event of a conflict between the terms of this Second Amendment and the Agreement and the First Amendment, the terms of the Second Amendment shall govern as to the subject matter referenced herein.

IN WITNESS WHEREOF, the parties have signed this Second Amendment on the dates indicated below.

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