EXHIBIT NO. 10.47

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is dated as of July 26, 2002 among GERBER SCIENTIFIC, INC. (the "Borrower"), WACHOVIA BANK, NATIONAL ASSOCIATION (SUCCESSOR BY MERGER TO WACHOVIA BANK, N.A. AND FIRST UNION NATIONAL BANK), as Agent (the "Agent") and WACHOVIA BANK, NATIONAL ASSOCIATION, FLEET NATIONAL BANK, BNP PARIBAS, JPMORGAN CHASE BANK (FORMERLY THE CHASE MANHATTAN BANK), ABN AMRO BANK N.V., CITIZENS BANK OF MASSACHUSETTS, HARRIS TRUST AND SAVINGS BANK and GE CAPITAL CFE, INC. (collectively, the "Banks");

W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and the Banks executed and delivered that certain Amended and Restated Credit Agreement, dated as of March 14, 2001, as amended by First Amendment to Credit Agreement dated as of July 23, 2001 and Second Amendment to Credit Agreement dated as of January 31, 2002 (as so amended, the "Credit Agreement");

WHEREAS, the Borrower has requested and the Agent and the Banks have agreed to certain amendments to the Credit Agreement, subject to the terms and conditions hereof;

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Borrower, the Agent and the Banks hereby covenant and agree as follows:

1. Definitions
2. Amendment to Section 1.01
3. Amendment to Section 2.05(a)
4. Amendment to Section 2.06
5. Amendment to Section 2.07
6. Amendment to Section 5.16
7. Amendment to Section 5.20
8. Amendment to Section 5.21
9. Amendment to Section 5.22
10. Amendment to Section 5.23
11. Amendment to Section 5.26(e)(i) and (ii)
12. Amendment to Section 5.27
13. Amendment to Section 5.28
14. Amendment to Exhibit F (Compliance Certificate)
15. Extension Fee
16. Restatement of Financial Reporting; Restatement of Representations and Warranties
17. Effect of Amendment
18. Ratification
19. Counterparts; Facsimile Signatures
20. Section References
21. No Default;  Absence and Waiver of Defenses; Conduct of the Agent and the Banks
22. Further Assurances
23. Governing Law
24. Entire Agreement
25. Conditions Precedent

(a) from each of the parties hereto of either (i) 10 duly executed counterparts of this Third Amendment signed by such party, and of the Consent and Reaffirmation of Guarantors at the end hereof signed by each Guarantor, or (ii) a facsimile transmission of an executed counterpart of this Third Amendment and of such Consent and Reaffirmation of Guarantors,  with the 10 original counterparts to be sent to counsel for the Agent by overnight courier;

(b) notification from the Agent that the Agent has received, or has made arrangements satisfactory to it for its receipt, of (i) for the ratable account of the Banks, an amendment fee in an aggregate amount equal to 0.25% of the aggregate Commitments (after giving effect to the reduction on the Third Amendment Effective Date pursuant to Section 2.07 of the Credit Agreement as amended hereby), and (ii) for its own account, the fees and expenses payable pursuant to separate agreement with the Agent, which fees shall be deemed to be fully earned and non-refundable.

[Signatures Contained on Next Page]

IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has caused this Third Amendment to be duly executed, under seal, by its duly authorized officer as of the day and year first above written.

GERBER SCIENTIFIC, INC.

By: 	(SEAL)

Title:



WACHOVIA BANK, NATIONAL ASSOCIATION (SUCCESSOR BY MERGER TO WACHOVIA BANK, N.A. AND FIRST UNION NATIONAL BANK),

as Agent and as a Bank

By: 	(SEAL)



FLEET NATIONAL BANK,

as a Bank

By: 	(SEAL)

Title:



BNP PARIBAS,

as a Bank

By: 	(SEAL)

Title:



JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), as a Bank

By: 	(SEAL)

Title:





ABN AMRO BANK N.V.,

as a Bank

By: 	(SEAL)

Title:







CITIZENS BANK OF MASSACHUSETTS,

as a Bank

By: 	(SEAL)

Title:



HARRIS TRUST AND SAVINGS BANK,

as a Bank

By: 	(SEAL)

Title:





GE CAPITAL CFE, INC.,

as a Bank

By: 	(SEAL)

Title:



CONSENT, REAFFIRMATION AND AGREEMENT OF GUARANTORS

EACH OF THE UNDERSIGNED (i) ACKNOWLEDGES RECEIPT OF THE FOREGOING THIRD AMENDMENT TO CREDIT AGREEMENT (the "THIRD AMENDMENT"); (ii) CONSENTS TO THE EXECUTION AND DELIVERY OF THE THIRD AMENDMENT; (iii) REAFFIRMS ALL ITS OBLIGATIONS AND COVENANTS UNDER THE GUARANTY EXECUTED BY IT (DIRECTLY OR BY JOINDER AGREEMENT) AS VALID AND ENFORCEABLE WITHOUT DEFENSE, COUNTERCLAIM, CLAIM OR OBJECTION; (iv) AGREES TO BE BOUND BY AND INCORPORATES BY REFERENCE HEREIN AS FULLY AS IF SET FORTH HEREIN THE PROVISIONS OF SECTIONS 21 AND 24OF THE THIRD AMENDMENT PERTAINING TO THE GUARANTORS AND (v) AGREES THAT NONE OF ITS OBLIGATIONS AND COVENANTS SHALL BE AFFECTED BY THE EXECUTION AND DELIVERY OF THE THIRD AMENDMENT, EXCEPT TO THE EXTENT PROVIDED IN THE THIRD AMENDMENT AS OF THE THIRD AMENDMENT EFFECTIVE DATE (AS DEFINED IN THE CREDIT AGREEMENT, AS AMENDED BY THE THIRD AMENDMENT).

|GERBER TECHNOLOGY, INC.
as a Guarantor          | GERBER VENTURE CAPITAL CORP.
as a Guarantor             
|----------------------------------------------- | --------------------------------------------------------
|                                                |                                                         
|                                                |                                                         
|By                                              |                                                         
|                                                | Title:                                                  
|                                                |                                                         
|GERBER SCIENTIFIC PRODUCTS, INC.
as a Guarantor | GERBER COBURN OPTICAL
INTERNATIONAL, INC. as a Guarantor
|                                                |                                                         
|                                                |                                                         
|By                                              |                                                         
|                                                | Title:                                                  
|                                                |                                                         
|GERBER COBURN OPTICAL, INC.
as a Guarantor      | GERBER TECHNOLOGY VENTURE
COMPANY, as a Guarantor       
|                                                |                                                         
|                                                |                                                         
|By                                              |                                                         
|                                                | Title:                                                  
|                                                |                                                         
|                                                |                                                         







Exhibit F

COMPLIANCE CERTIFICATE

Reference is made to the Amended and Restated Credit Agreement dated as of March 14, 2001, as amended by First Amendment to Credit Agreement dated as of July 23, 2001, Second Amendment to Credit Agreement dated as of January 31, 2002 and Third Amendment to Credit Agreement dated as of July 26, 2002 (as so amended, and as hereafter modified and supplemented and in effect from time to time, the "Credit Agreement") among Gerber Scientific, Inc., as Borrower, the banks listed on the signature pages thereof, and Wachovia Bank, National Association, as Agent.  Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement.

Pursuant to Section 5.01(d) of the Credit Agreement, ____________________, the duly authorized ____________________ of Gerber Scientific, Inc., hereby certifies to the Bank that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of _______________, ______, and that no Default is in existence on and as of the date hereof.

Date: _____________, 200__

GERBER SCIENTIFIC, INC.

By:	
       Title:

GERBER SCIENTIFIC, INC.
COMPLIANCE CHECK LIST
_______________

_______________, ______

1.	Loans and Advances (Section 5.16)

Neither the Borrower nor any of its Subsidiaries shall make loans or advances to any Person except as permitted by Section 5.17 and except:

(i)	loans or advances to employees (other than travel advances) not exceeding $1,000,000 in the aggregate principal amount outstanding at any time, in each case made in the ordinary course of business and consistent with practices existing on March 31, 1998;

(ii)	deposits required by government agencies or public utilities;

(iii)	loans or advances from (1) the Borrower to any Guarantor, or from any Guarantor or other Subsidiary to the Borrower or any Guarantor, (2) from the Borrower or any Guarantor to Spandex, until the UK Reorganization, and thereafter, so long as any such loans which were made prior to the UK Reorganization to Spandex continue to be evidenced by an Intercompany Note of Spandex which has been pledged pursuant to the Intercompany Note Pledge Agreement as contemplated in Section 5.25;

(iv)	loans and advances in existence on the date of the Original Agreement described on Schedule 5.16 in an aggregate outstanding principal amount not exceeding $24,062,192 at any one time;

(v)	loans or advances made by the Borrower or any Guarantor to a Material Foreign Subsidiary, provided that such loans and advances are evidenced by one or more Intercompany Notes which have been pledged to the Agent pursuant to the Intercompany Note Pledge Agreement (including from GVCC to UK Holdco evidenced by the UK Holdco Note in connection with the UK Reorganization, subject to the satisfaction of the UK Reorganization Conditions);

(vi)	loans or advances made by the Borrower, any Guarantor or any Material Foreign Subsidiary to Foreign Subsidiaries that are not Material Foreign Subsidiaries consisting of Repatriation Loans (but only to the extent such loans and advances constitute Repatriation Loans, with the amount of any particular loan or advance which does not constitute a Repatriation Loan being subject to clause (vii)), provided that such loans and advances are evidenced by one or more Intercompany Notes which have been pledged to the Agent pursuant to the Intercompany Note Pledge Agreement, and provided further that the aggregate amount of all Repatriation Loans outstanding at any time after August 15, 2000 shall not exceed $10,000,000;

(vii)	loans and advances made by any Foreign Subsidiary that is not a Material Foreign Subsidiary to the Borrower, any of the Guarantors or any other Subsidiary; and

(viii)	loans or advances made by the Borrower, any Guarantor or any Material Foreign Subsidiary to any Foreign Subsidiary, not otherwise permitted by this Section 5.16 and not exceeding $15,000,000 in the aggregate outstanding; provided that after giving effect to the making of any loans, advances or deposits permitted by this Section, no Default shall be in existence or be created thereby.



|(a) | To Employees                                                                                                                                                                                                                                  | $          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|    | Limitation                                                                                                                                                                                                                                    | $1,000,000 
|(b) | Loans or advances made by the Borrower, any Guarantor or any Material Foreign Subsidiary to Foreign Subsidiaries that are not Material Foreign Subsidiaries consisting of Repatriation Loans (outstanding after the Amendment Effective Date) | $          
|    | Limitation                                                                                                                                                                                                                                    | $10,000,000
|(c) | Loans or advances made by the Borrower, any Guarantor or any Material Foreign Subsidiary to any Foreign Subsidiary not otherwise permitted                                                                                                    | $          
|    | Limitation                                                                                                                                                                                                                                    | $15,000,000

2.	Investments (Section 5.17)

Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except as permitted by Section 5.16 and except Investments in (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or the United Kingdom, in each case maturing within one year, (ii) certificates of deposit, banker's acceptances and time deposits maturing within 6 months from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any commercial bank organized under the laws of the United States of America or any State thereof or under the laws of any jurisdiction in which the Borrower or any of its Subsidiaries is doing business, provided that such bank or its rated Affiliate is rated A1 or the equivalent by S&P or A+ or the equivalent thereof by Moody's, (iii) commercial paper maturing within 9 months from the date of acquisition thereof and, at such date of acquisition, rated A1 or the equivalent thereof by S&P or P1 or the equivalent thereof by Moody's, (iv) tender bonds the payment of the principal of and interest on which is fully supported by a letter of credit issued by a United States bank whose long-term certificates of deposit are rated at least AA or the equivalent thereof by S&P and Aa or the equivalent thereof by Moody's, (v) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (ii) above, (vi) Investments existing on the date of the Original Agreement and set forth on Schedule 5.17, to the extent such Investments would not be permitted under any other clause of this Section, and Investments made as part of the UK Reorganization, subject to satisfaction of the UK Reorganization Conditions, (vii) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business, (viii) Hedging Agreements entered into to mitigate interest rate, exchange rate, commodity price or other risks incurred by the Borrower and the Subsidiaries in the ordinary course of business and not for speculative purposes,  (ix) Investments in Guarantors and/or (x) other Investments which do not violate Section 5.03 and which do not at any time exceed (A) $10,000,000 for any Investment, or (B) $30,000,000 in the aggregate for all Investments made after the Closing Date, so long as, after giving effect to such Investment, the Leverage Ratio does not exceed 2.0 to 1.0 and the Borrower has delivered to the Agent prior to making any such Investment a pro forma Compliance Certificate that is acceptable to Agent in all material respects, demonstrating compliance with the foregoing and with Sections 5.20, 5.22 and 5.23, provided, however, that immediately after giving effect to the making of any Investment, no Default shall have occurred and be continuing.  Notwithstanding anything in the foregoing to the contrary, the Borrower and its Subsidiaries shall not maintain, or permit to be maintained, more than an aggregate amount of the Dollar Equivalent of (1) $13,000,000 on any one Fixed Rate Business Day or (2) $10,000,000 on any 7 consecutive Fixed Rate Business Days in cash and short term Investments outside the United States of America (including its states, territories and possessions and the District of Columbia) and not maintained with Agent, a Bank or an Approved Depositary.



|(a) | Investments (list Investment separately) during the current Fiscal Year which do not violate Section 5.03 and which are not permitted by clauses (i) through(ix), inclusive, and are not maintained with the Agent, a Bank or an Approved Depositary | $$$                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
|    | Limitation for each such Investment:                                                                                                                                                                                                                 | $10,000,000                                                     
|(b) | Aggregate Investments since the Closing Date                                                                                                                                                                                                         | $                                                               
|    | Limitation:                                                                                                                                                                                                                                          | $30,000,000                                                     
|(c) | Leverage Ratio (line (c) of paragraph 5 below)                                                                                                                                                                                                       | ___ to 1.0                                                      
|    | Limitation                                                                                                                                                                                                                                           | $
 2.0 to 1.0                                                   
|(d) | cash and short term Investments outside the United States of America                                                                                                                                                                                 | $_________                                                      
|    | Limitation                                                                                                                                                                                                                                           | $13,000,000 any day, 
$10,000,000 any 7 Fixed Rate Business Days





3.	Liens (Section 5.18)

None of the Borrowers' nor any Subsidiary's property is subject to any Lien securing Debt, except for:



|Description of Lien and Propertysubject to same | Amount of DebtSecured      
|----------------------------------------------- | ---------------------------
|a.                                              | ___________________________
|b.                                              | ___________________________
|c.                                              | ___________________________
|d.                                              | ___________________________
|e.                                              | ___________________________
|f.                                              | ___________________________
|                                                | Total                      
|                                                |                            

4.	Minimum Consolidated Net Worth (Section 5.20)

Consolidated Net Worth will at no time be less than $77,000,000, less the amount of any non-cash loss from the sale of Gerber Coburn in an Approved Gerber Coburn Sale, plus the sum of: (i) 75% of the cumulative Consolidated Net Income of the Borrower and its Consolidated Subsidiaries during any period after April 30, 2002 (taken as one accounting period), calculated quarterly at the end of each Fiscal Quarter but excluding from such calculations of Consolidated Net Income for purposes of this clause (i), any Fiscal Quarter in which the Consolidated Net Income of the Borrower and its Consolidated Subsidiaries is negative; and (ii) 100% of the cumulative Net Proceeds of Capital Stock received during any period after April 30, 2002, calculated quarterly at the end of each Fiscal Quarter.



|(a) | non-cash loss in an Approved Gerber Coburn Sale, if applicable      | $
|--- | ------------------------------------------------------------------- | -
|(b) | Cumulative positive Consolidated Net Income since April 30, 2002    | $
|(c) | 75% of (b)                                                          | $
|(d) | Aggregate Net Proceeds of Capital Stock issued since April 30, 2002 | $
|(e) | sum of $77,000,000, less (a), plus (c), plus (d)                    | $
|(f) | Shareholders' equity                                                | $
|(g) | Redeemable Preferred Stock                                          | $
|(h) | Consolidated Net Worth sum of (f), less (g)                         | $
|    | Limitation: (h) must not be less than (e)                           |  

5.	Leverage Ratio (Section 5.21)

The Leverage Ratio will not at any time exceed the applicable ratios set forth below during the period from the last day of each Fiscal Quarter set forth below through and including the day immediately prior to the last day of the next Fiscal Quarter set forth below (references are to Fiscal Quarters and Fiscal Years):



|Fiscal Quarter   | Ratio      
|---------------- | -----------
|1st FQ of FY2003 | 3.40 to 1.0
|2nd FQ of FY2003 | 3.30 to 1.0
|3rd FQ of FY2003 | 3.10 to 1.0
|4th FQ of FY2003 | 2.80 to 1.0
|1st FQ of FY2004 | 2.70 to 1.0



|(a) | Consolidated Total Debt 
Schedule 1 | $                                                                     
|--- | ----------------------------------- | ----------------------------------------------------------------------
|(b) | Consolidated EBITDA
Schedule 2      | $                                                                     
|(c) | Actual ratio of (a) to (b)          | $                                                                     
|    | Maximum ratio                       | [3.40 to 1.0]
[3.20 to 1.0]
[3.10 to 1.0]
[2.80 to 1.0] 
[2.70 to 1.0]

6.	Consolidated Fixed Charges Coverage Ratio (Section 5.22)

At the end of each Fiscal Quarter, the Consolidated Fixed Charges Coverage Ratio shall not have been less than the applicable ratios set forth below for the applicable periods set forth below (references are to Fiscal Quarters and Fiscal Years):



|Fiscal Quarter   | Ratio     
|---------------- | ----------
|1st FQ of FY2003 | 1.5 to 1.0
|2nd FQ of FY2003 | 1.5 to 1.0
|3rd FQ of FY2003 | 1.5 to 1.0
|4th FQ of FY2003 | 1.5 to 1.0
|1st FQ of FY2004 | 1.5 to 1.0





|(a) | Consolidated EBITDAR
Schedule 2              | $           
|--- | -------------------------------------------- | ------------
|(b) | Consolidated Capital Expenditures
Schedule 3 | $           
|(c) | sum of (a) less (b)                          | $           
|(d) | Consolidated Interest Expense
Schedule 2     | $           
|(e) | Consolidated Dividends
Schedule 4            | $           
|(f) | Consolidated Taxes
Schedule 2                | $           
|(g) | Consolidated Net Rental Expense
Schedule 2   | $           
|(h) | sum of (d), plus (e), plus (f) plus (g)      | $           
|(i) | Actual ratio of (c) to (h)                   | _____ to 1.0
|    | Minimum ratio                                | 1.5 to 1.00 

7.	Subsidiary Debt (Section 5.23)

The Borrower shall not permit: (A) if the UK Reorganization is effected, either GVCC or UK Holdco to create, assume or suffer to exist any Debt, except on account of intercompany Debt permitted by Section 5.16(iii); or (B) any other Consolidated Subsidiary to create, assume or suffer to exist any Debt, except (i) Debt in existence on the date hereof (or incurred pursuant to a revolving credit commitment in existence on the date hereof) and listed on Schedule 5.23 and not described in any other clause of this Section 5.23, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (ii) intercompany Debt permitted by Section 5.16; (iii) Debt to the Bank created under the Loan Documents, (iv) contingent obligations under the GECC Vendor Program up to $85,000,000, (v) Debt arising from overdraft protection provided to any Foreign Subsidiary by any of its depositary banks, provided that any such Debt is payable in not less than 1 week from the date incurred and the aggregate amount of such Debt outstanding at any time of all Foreign Subsidiaries does not exceed the amount of $5,000,000 (or the Dollar equivalent thereof, if not in Dollars) and (vi) other Debt which does not at any time exceed an aggregate for Debt of all Subsidiaries of $5,000,000.



|(a) | aggregate contingent obligations under GECC Vendor Program Arrangement | _____ to 1.0
|--- | ---------------------------------------------------------------------- | ------------
|    | Limitation                                                             | $85,000,000 
|(b) | Debt arising from overdraft protection                                 | $_________  
|    | Limitation                                                             | $_________  
|(c) | Debt not permitted by
clauses (i) through (v), inclusive               | $           
|    | Limitation                                                             | $5,000,000  





8. 	Minimum Net Revenues(Section 5.27).

At the end of each Fiscal Month, the net revenues of the Borrower and its Consolidated Subsidiaries for the Fiscal Month just ended and the immediately preceding 5 Fiscal Months shall not be less than the amounts set forth below for the applicable periods set forth below (references are to Fiscal Months):



|Fiscal Month       | Minimum Net Revenue
|------------------ | -------------------
|2ndFM of FY 2003   | $248,000,000       
|3rd FM of FY2003   | $240,000,000       
|4th FM of FY 2003  | $234,900,000       
|5th FM of FY 2003  | $232,000,000       
|6th FM of FY 2003  | $217,300,000       
|7th FM of FY 2003  | $209,800,000       
|8th FM of FY 2003  | $207,100,000       
|9th FM of FY 2003  | $207,400,000       
|10th FM of FY 2003 | $209,200,000       
|11th FM of FY 2003 | $209,700,000       
|12th FM of FY 2003 | $207,400,000       
|1st FM of FY 2004  | $207,700,000       
|2nd FM of FY 2004  | $211,400,000       
|3rd FM of FY 2004  | $212,400,000       





|(a) | aggregate net revenues Schedule 4 | $_________                                                                                                                                                                                                       
|--- | --------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Minimum                           | [$248,000,000]
[$240,000,000]
[$234,900,000]
[$232,000,000]
[$217,300,000]
[$209,800,000]
[$207,100,000]
[$207,400,000]
[$209,200,000]
[$209,700,000]
[$207,400,000]
[$207,700,000]
[$211,400,000]
[$212,400,000]







8.	Capital Expenditures (Section 5.28). Aggregate Capital Expenditures for the Fiscal Quarter just ended and the immediately preceding 3 Fiscal Quarters shall not exceed $7,000,000.



|(a) | aggregate Capital Expenditures for Fiscal Quarter just ended                   | $
|--- | ------------------------------------------------------------------------------ | -
|(b) | aggregate Capital Expenditures for the immediately preceding 3 Fiscal Quarters | $
|(c) | sum of (a) and (b)                                                             | $
|    | Limitation  (c) may not exceed  $7,000,000                                     |  



Schedule 1

CONSOLIDATED TOTAL DEBT

|(a) | obligations for borrowed money
or evidenced by bonds, debentures,
notes or other similar instruments                                                                                                               | $
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -
|(b) | obligations as lessee under capital leases                                                                                                                                                                         | $
|(c) | obligations to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument                                                                                        | $
|(d) | Redeemable Preferred Stock                                                                                                                                                                                         | $
|(e) | 3% of aggregate contingent obligations under GECC Vendor Program Arrangement                                                                                                                                       | $
|(f) | other obligations of Persons other than the Borrower or any Guarantor which are Guaranteed by the Borrower or any Consolidated Subsidiary (excluding contingent obligations under GECC Vendor Program Arrangement) | $
|    | CONSOLIDATED TOTAL DEBT sum 
of (a) through (f)                                                                                                                                                                    | $



Schedule 2

CONSOLIDATED EBITDA

(a)	Consolidated Net Income for:



|_____ quarter _____ | $ |  
|------------------- | - | -
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|Total               |   | $

(b)	Consolidated Interest Expense for:



|_____ quarter _____ | $ |  
|------------------- | - | -
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|Total               |   | $

(c)	Consolidated Taxes for:



|_____ quarter _____ | $ |  
|------------------- | - | -
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|Total               |   | $

(d)	Depreciation expense for:



|_____ quarter _____ | $ |  
|------------------- | - | -
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|Total               |   | $

(e)	Amortization expense for:



|_____ quarter _____ | $ |  
|------------------- | - | -
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|_____ quarter _____ | $ |  
|Total               |   | $

(f)	Other non-cash charges for:



|_____ quarter _____                                | $ |  
|-------------------------------------------------- | - | -
|_____ quarter _____                                | $ |  
|_____ quarter _____                                | $ |  
|_____ quarter _____                                | $ |  
|Total                                              |   | $
|TOTAL CONSOLIDATED EBITDA
(sum of (a) through (f)) |   |  





CONSOLIDATED EBITDAR3

|(a) | Consolidated EBITDA from above                                                                                                                                                                                                      | $                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------
|(b) | Adjustments to add back any "pro forma" adjustments for Stereo Optical Company, Inc. and (as a result of an Approved Gerber Coburn Sale) Gerber Coburn, EBITDA contemplated in clause (2) of the definition of Consolidated EBITDA) | Stereo Optical
$___________
Gerber Coburn$___________
|(c) | Consolidated Net Rental Expense for:                                                                                                                                                                                                |                                                      
|    | _____ quarter _____                                                                                                                                                                                                                 | $                                                    
|    | _____ quarter _____                                                                                                                                                                                                                 | $                                                    
|    | _____ quarter _____                                                                                                                                                                                                                 | $                                                    
|    | _____ quarter _____                                                                                                                                                                                                                 | $                                                    
|    | Total                                                                                                                                                                                                                               |                                                      
|    | TOTAL CONSOLIDATED EBITDAR 
(sum of (a), plus (b) plus (c))                                                                                                                                                                         | $                                                    



Schedule 3

CONSOLIDATED CAPITAL EXPENDITURES

Consolidated Capital Expenditures for:

| | _____ quarter _____ | $ |  
| | ------------------- | - | -
| | _____ quarter _____ | $ |  
| | _____ quarter _____ | $ |  
| | _____ quarter _____ | $ |  
| | Total               |   | $





Schedule 4

NET REVENUES

Net Revenues:

| | _____ month _____ | $___________
| | ----------------- | ------------
| | _____ month _____ | $___________
| | _____ month _____ | $___________
| | _____ month _____ | $___________
| | _____ month _____ | $___________
| | _____ month _____ | $___________
| | Total             | $___________



Schedule 4

CONSOLIDATED DIVIDENDS

Consolidated Dividends for:

| | _____ quarter _____ | $ |  
| | ------------------- | - | -
| | _____ quarter _____ | $ |  
| | _____ quarter _____ | $ |  
| | _____ quarter _____ | $ |  
| | Total               |   | $