EXHIBIT 10.30

SECOND AMENDMENT AGREEMENT

SECOND AMENDMENT AGREEMENT (this "Agreement") dated as of April 29, 2004 by and among Gerber Scientific, Inc., a Connecticut corporation (the "Parent"), each subsidiary of the Parent listed as a "Borrower" on the signature pages hereto (together with the Parent, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"), the lenders party hereto (each a "Lender" and collectively, the "Lenders"), and Ableco Finance LLC, a Delaware limited liability company ("Ableco"), as agent for the Lenders (in such capacity, the "Agent"), with respect to a certain Financing Agreement dated as of May 9, 2003 by and among the Borrowers, the Guarantors, the Lenders and the Agent (as in effect immediately prior to the effectiveness of this Agreement, the "Financing Agreement").

W I T N E S S E T H:

WHEREAS, the Borrowers and the Guarantors have requested that the Agent and the Lenders (i) amend certain terms and conditions of the Financing Agreement on the terms and conditions set forth herein and (ii) consent to an amendment of the Revolving Credit Agreement; and

WHEREAS, the parties hereto have agreed to (i) amend certain provisions of the Financing Agreement and (ii) consent to an amendment of the Revolving Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions
2. Ratification of Existing Agreements
3. Gerber Scientific International, Inc., as a successor to Gerber Coburn Optical, Inc., hereby expressly assumes and affirms Gerber Coburn Optical, Inc.'s obligations under that certain Pledge Agreement, dated as of May 9, 2003, made by the Pledgors (as defined therein) in favor of the Agent.
4. Spandex Limited, upon the consummation of the amalgamation of ND Graphics (Quebec) Ltd. into ND Graphic Products Limited and 928395 Ontario, Inc. whereby the amalgamated entity shall be ND Graphic Products Limited, an Ontario corporation (the "ND Merger"), expressly reaffirms its obligations under the Canadian Pledge Agreement, dated as of May 9, 2003, among the Pledgors named therein and the Agent named therein, pursuant to which Spandex Limited pledged to the Agent (as defined therein) all of the outstanding shares of ND Graphic Products Limited.
5. ND Graphics Products Limited, upon consummation of the ND Merger, expressly reaffirms its obligations under each applicable Loan Document evidencing the Obligations.  In connection with such reaffirmation, ND Graphics is contemporaneously herewith executing and delivering (i) a Bond in favor of Agent (for the benefit of the Lenders) in form and substance as the Bond delivered by ND Quebec on or about May 9, 2003; (ii) a Bond Pledge Agreement in favor of Agent (for the benefit of the Lenders) in form and substance as the Bond Pledge Agreement delivered by ND Quebec on or about May 9, 2003; (iii) a Deed of Hypothec in favor of Agent (for the benefit of the Lenders) in form and substance as the Deed of Hypothec delivered by ND Quebec on or about May 9, 2003, and (iv) appropriate financing change statements under the Personal Property Security Act as in effect in the appropriate jurisdictions within Canada to reflect the ND Merger.
6. Representations and Warranties
7. Conditions Precedent
8. Representations and Warranties
9. Performance; No Event of Default
10. Corporate Action
11. Delivery
12. Fees
13. The Borrowers shall have paid an amendment fee of $50,511 to the Agent for the account of the Lenders.
14. The Borrowers shall have paid to counsel for the Lenders the amount of reasonable fees and disbursements owed to such counsel in connection with this Agreement and matters related hereto to the extent the same have been invoiced as of April 30, 2004.
15. Amendments to the Financing Agreement
16. Amendment to Section 1.01
17. Amendment to Section 1.01
18. Amendment of Section 7.01(a)
19. Amendment to Section 7.03(a)
20. Amendment to Section 7.03(c)
21. Consent
22. Miscellaneous Provisions
23. Except as otherwise expressly provided by this Agreement, all of the respective terms, conditions and provisions of the Financing Agreement and the other Loan Documents shall remain the same.  The Financing Agreement and the other Loan Documents, each as amended hereby, shall continue in full force and effect, and this Agreement, the Financing Agreement and the other Loan Documents, as applicable, shall be read and construed as one instrument.
24. This Agreement is intended to take effect under, and shall be construed according to and governed by, the laws of the State of New York.
25. This Agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought.  A facsimile of an executed counterpart shall have the same effect as the original executed counterpart.

[Remainder of page intentionally blank; Signature Pages follow]

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed in its name and behalf by its duly authorized officer as of the date first written above.

AGENT AND LENDER:

ABLECO FINANCE LLC, as Agent and a Lender
(and as Agent for its affiliate assigns)

By: /s/

Name:

Title:

OTHER LENDERS



SHINSEI CAPITAL (USA), LTD.

By: /s/ George Shilowitz

Name:George Shilowitz

Title: Vice President



DB SPECIAL OPPORTUNITIES LLC
By:  Drawbridge Special Opportunities Advisors LLC
Title:  Its Authorized Signatory

By: /s/ Marc K. Furstein

Name:Marc K. Furstein

Title: Chief Operating Officer



DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP

By: /s/ Marc K. Furstein

Name:Marc K. Furstein

Title: Chief Operating Officer



HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, LP

By: /s/ Daniel Zwirn

Name: Daniel Zwirn

Title: Managing Principal

TRS METIS LLC

By: /s/ Deborah O'Keeffe

Name: Deborah O'Keeffe

Title: Vice President

BORROWERS:

GERBER SCIENTIFIC, INC.

By: /s/ William V. Grickis

Name:  William V. Grickis

Title:  Senior Vice President



GERBER SCIENTIFIC INTERNATIONAL, INC.

By: /s/ William V. Grickis

Name:  William V. Grickis

Title:  Secretary



GUARANTORS:



GERBER VENTURE CAPITAL CORPORATION

By: /s/ Shawn M. Harrington

Name:  Shawn M. Harrington

Title:  EVP & CFO



GERBER COBURN OPTICAL INTERNATIONAL, INC.

By: /s/ Shawn M. Harrington

Name:  Shawn M. Harrington

Title:  EVP & CFO

EXHIBIT A



Form of amendment to Revolving Credit Agreement





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