EXHIBIT 10.11












                          $235,000,000

                        CREDIT AGREEMENT

                          dated as of

                          May 15, 1998

                            between


                    GERBER SCIENTIFIC, INC.

                    The Banks Listed Herein

                              and

                      WACHOVIA BANK, N.A.

                       TABLE OF CONTENTS

                        CREDIT AGREEMENT

ARTICLE I

DEFINITIONS                                                     1

SECTION 1.01. Definitions                                       1

SECTION 1.02. Accounting Terms and Determinations              16

SECTION 1.03. References                                       17

SECTION 1.04. Use of Defined Terms                             17

SECTION 1.05. Terminology                                      17

ARTICLE II

THE CREDITS                                                    17

SECTION 2.01. Commitments to Lend                              17

SECTION 2.02. Method of Borrowing Loans                        18

SECTION 2.03. The Notes                                        20

SECTION 2.04. Maturity of Loans                                21

SECTION 2.05. Interest Rates                                   21

SECTION 2.06. Fees                                             23

SECTION 2.07. Optional Termination or Reduction of Commitments 24

SECTION 2.08. Mandatory Reduction and Termination of
             Commitments                                      24

SECTION 2.09. Voluntary Prepayments                            24

SECTION 2.10. Mandatory Prepayments                            25

SECTION 2.11. General Provisions as to Payments                25

SECTION 2.12. Computation of Interest and Fees                 27

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND BORROWINGS                     28

SECTION 3.01. Conditions to Effectiveness                      28

SECTION 3.02. Conditions to Offer Funding Borrowing            29

SECTION 3.03. Conditions to All Borrowings other than Offer
             Funding Borrowings                               30

ARTICLE IV

REPRESENTATIONS AND WARRANTIES                                 31

SECTION 4.01. Corporate Existence and Power                    31

SECTION 4.02. Corporate and Governmental Authorization; No
             Contravention                                    31

SECTION 4.03. Binding Effect                                   31

SECTION 4.04. Financial Information                            31

SECTION 4.05. No Litigation                                    32

SECTION 4.06. Compliance with ERISA                            32

SECTION 4.07. Compliance with Laws; Payment of Taxes           32

SECTION 4.08. Subsidiaries                                     33

SECTION 4.09. Investment Company Act                           33

SECTION 4.10. Public Utility Holding Company Act               33

SECTION 4.11. Ownership of Property; Liens                     33

SECTION 4.12. No Default                                       33

SECTION 4.13. Full Disclosure                                  33

SECTION 4.14. Environmental Matters                            34

SECTION 4.15. Capital Stock                                    34

SECTION 4.16. Margin Stock                                     34

SECTION 4.17. Insolvency                                       35

SECTION 4.18. Insurance                                        35

SECTION 4.19. Millennium Compliance                            35

ARTICLE V

COVENANTS                                                      36

SECTION 5.01. Information                                      36

SECTION 5.02. Inspection of Property, Books and Records        37

SECTION 5.03. Maintenance of Existence                         37

SECTION 5.04. Dissolution                                      38

SECTION 5.05. Consolidations, Mergers and Sales of Assets      38

SECTION 5.06. Use of Proceeds                                  38

SECTION 5.07. Compliance with Laws; Payment of Taxes           38

SECTION 5.08. Insurance                                        39

SECTION 5.09. Change in Fiscal Year                            39

SECTION 5.10. Maintenance of Property                          39

SECTION 5.11. Environmental Notices                            39

SECTION 5.12. Environmental Matters                            39

SECTION 5.13. Environmental Release                            39

SECTION 5.14. Transactions with Affiliates                     40

SECTION 5.15. Restricted Payments                              40

SECTION 5.16. Loans or Advances                                40

SECTION 5.17. Investments                                      40

SECTION 5.18. Liens                                            41

SECTION 5.19. Restrictions on Ability of Subsidiaries to Pay
             Dividends                                        42

SECTION 5.20. Minimum Consolidated Net Worth                   42

SECTION 5.21. Leverage Ratio                                   43

SECTION 5.22. Consolidated Fixed Charges Coverage Ratio        43

SECTION 5.23. Subsidiary Debt                                  43

SECTION 5.24. Certain Covenants Pertaining to the Offer        43

SECTION 5.25. Certain Covenants Pertaining to the Target and its
             Shares                                           43

SECTION 5.26.  Domestic Subsidiaries to be Guarantors          44

SECTION 5.27. Certain Covenants Pertaining to Intercompany Debt44

ARTICLE VI

DEFAULTS                                                       44

SECTION 6.01. Events of Default                                44

SECTION 6.02. Notice of Default                                47

ARTICLE VII

THE AGENT                                                      47

SECTION 7.01. Appointment; Powers and Immunities               47

SECTION 7.02. Reliance by Agent                                48

SECTION 7.03. Defaults                                         48

SECTION 7.04. Rights of Agent as a Bank and its Affiliates     49

SECTION 7.05. Indemnification                                  49

SECTION 7.06  CONSEQUENTIAL DAMAGES                            49

SECTION 7.07. Payee of Note Treated as Owner                   49

SECTION 7.08. Nonreliance on Agent and Other Banks             50

SECTION 7.09. Failure to Act                                   50

SECTION 7.10. Resignation or Removal of Agent                  50

ARTICLE VIII

CHANGE IN CIRCUMSTANCES; COMPENSATION                          51

SECTION 8.01. Basis for Determining Interest Rate Inadequate or
             Unfair                                           51

SECTION 8.02. Illegality                                       51

SECTION 8.03. Increased Cost and Reduced Return                52

SECTION 8.04. Base Rate Loans Substituted for Affected Fixed Rate
             Loans                                            53

SECTION 8.05. Compensation                                     53

SECTION 8.06. Failure to Pay in Foreign Currency               54

SECTION 8.07. Judgment Currency                                54

ARTICLE VIX

MISCELLANEOUS                                                  55

SECTION 9.01. Notices                                          55

SECTION 9.02. No Waivers                                       55

SECTION 9.03. Expenses; Documentary Taxes                      55

SECTION 9.04. Indemnification                                  56

SECTION 9.05. Setoff; Sharing of Setoffs                       56

SECTION 9.06. Amendments and Waivers                           57

SECTION 9.07. No Margin Stock Collateral                       58

SECTION 9.08. Successors and Assigns                           58

SECTION 9.09. Confidentiality                                  60

SECTION 9.10. Representation by the Banks                      60

SECTION 9.11. Obligations Several                              60

SECTION 9.12. Georgia Law                                      61

SECTION 9.13. Severability                                     61

SECTION 9.14. Interest                                         61

SECTION 9.15. Interpretation                                   62

SECTION 9.16. Waiver of Jury Trial; Consent to Jurisdiction    62

SECTION 9.17. Counterparts                                     62

SECTION 9.18. Source of Funds -- ERISA                         62


EXHIBIT A-1    Form of Dollar Loan Note

EXHIBIT A-2    Form of Foreign Currency Loan Note

EXHIBIT B           Form of Opinion of Counsel for the Borrower
               and the Guarantors

EXHIBIT C           Form of Opinion of Special Counsel for the
               Agent

EXHIBIT D           Form of Notice of Borrowing

EXHIBIT E      Form of Assignment and Acceptance

EXHIBIT F           Form of Compliance Certificate

EXHIBIT G           Form of Closing Certificate

EXHIBIT H      Form of Officer's Certificate

EXHIBIT I      Form of Subsidiary Guaranty

EXHIBIT J      Form of Contribution Agreement

EXHIBIT K      Form of Stock Pledge Agreement

EXHIBIT L      Form of Intercompany Note Pledge Agreement


Schedule 1.01  Material Subsidiaries

Schedule 4.08  Subsidiaries

Schedule 4.14  Environmental Matters

Schedule 5.16  Existing Loans and Advances

Schedule 5.17  Existing Investments

Schedule 5.18  Existing Liens

Schedule 5.23  Existing Subsidiary Debt
                        CREDIT AGREEMENT


          CREDIT AGREEMENT dated as of May 15, 1998, between
GERBER SCIENTIFIC, INC., a Connecticut corporation, the BANKS
listed on the signature pages hereof and WACHOVIA BANK, N.A., as
Agent.

          The parties hereto agree as follows:


                           ARTICLE I

                          DEFINITIONS

          SECTION 1.01. Definitions.  The terms as defined in
this Section 1.01 shall, for all purposes of this Agreement and
any amendment hereto (except as herein otherwise expressly
provided or unless the context otherwise requires), have the
meanings set forth herein:

          "Additional Amounts" has the meaning set forth in
Section 2.11(d).

          "Adjusted IBOR Rate" has the meaning set forth in
Section 2.05(d).

          "Adjusted London Interbank Offered Rate" has the
meaning set forth in Section 2.05(c).

          "Affiliate" of any relevant Person means (i) any Person
that directly, or indirectly through one or more intermediaries,
controls the relevant Person (a "Controlling Person"), (ii) any
Person (other than the relevant Person or a Subsidiary of the
relevant Person) which is controlled by or is under common
control with a Controlling Person, or (iii) any Person (other
than a Subsidiary of the relevant Person) of which the relevant
Person owns, directly or indirectly, 20% or more of the common
stock or equivalent equity interests.  As used herein, the term
"control" means possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of
a Person, whether through the ownership of voting securities, by
contract or otherwise.

          "Agent" means Wachovia Bank, N.A., a national banking
association organized under the laws of the United States of
America, in its capacity as agent for the Banks hereunder, and
its successors and permitted assigns in such capacity.

          "Agent's Letter Agreement" means that certain letter
agreement, dated as of March 10, 1998, between the Borrower and
the Agent relating to the structure of the Loans, and certain
fees from time to time payable by the Borrower to the Agent,
together with all amendments and supplements thereto.


          "Agreement" means this Credit Agreement, together with
all amendments and supplements hereto.

          "Applicable Margin" has the meaning set forth in
Section 2.05(a).

          "Assignee" has the meaning set forth in Section
9.08(c).

          "Assignment and Acceptance" means an Assignment and
Acceptance executed in accordance with Section 9.08(c) in the
form attached hereto as Exhibit E.

          "Authority" has the meaning set forth in Section 8.02.

          "Bank" means each bank listed on the signature pages
hereof as having a Commitment, and its successors and assigns.

          "Base Rate" means for any Base Rate Loan for any day,
the rate per annum equal to the higher as of such day of (i) the
Prime Rate, or (ii) one-half of one percent above the Federal
Funds Rate.  For purposes of determining the Base Rate for any
day, changes in the Prime Rate or the Federal Funds Rate shall be
effective on the date of each such change.

          "Base Rate Loan" means a Loan made in Dollars which
bears or is to bear interest at a rate based upon the Base Rate,
and is to be made as a Base Rate Loan pursuant to the applicable
Notice of Borrowing, Section 2.02(f), or Article VIII, as
applicable.

          "Borrower" means Gerber Scientific, Inc., a Connecticut
corporation, and its successors and its permitted assigns.

          "Borrowing" means a borrowing hereunder consisting of
Loans made to the Borrower.  A Borrowing is a "Base Rate
Borrowing" if such Loans are Base Rate Loans or a "Euro-Dollar
Borrowing" if such Loans are Euro-Dollar Loans.  A Borrowing is a
"Foreign Currency Borrowing" if such Loans are Foreign Currency
Loans.

          "Bridge Facility" means the facility in the aggregate
principal amount of up to $190,000,000 (or 112,000,000 GBP) made
available by the Bridge Lender to the Borrower in connection with
the acquisition of the Shares and options for the Shares and for
related costs pursuant to a Credit Agreement dated as of March
23, 1998.

          "Bridge Lender" means Wachovia, in its capacity as
lender under the Bridge Facility.

          "Capital Stock" means any nonredeemable capital stock
of the Borrower or any Consolidated Subsidiary (to the extent
issued to a Person other than the Borrower or a Subsidiary),
whether common or preferred.

          "CERCLA" means the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C.  9601 et.
seq. and its implementing regulations and amendments.

          "CERCLIS" means the Comprehensive Environmental
Response, Compensation, and Liability Information System
established pursuant to CERCLA.

          "Change of Law" shall have the meaning set forth in
Section 8.02.

          "Closing Certificate" has the meaning set forth in
Section 3.01(f).

          "Clean-up Period" means the period commencing on the
Closing Date and ending on the date which is 90 days after the
earlier of (i) the first Offer Funding Borrowing hereunder and
(ii) the first "Offer Funding Borrowing" under the Bridge
Facility.

          "Closing Date" means May 15, 1998.

          "Code" means the Internal Revenue Code of 1986, as
amended, or any successor Federal tax code.

          "Commitment" means, with respect to each Bank, (i) the
amount set forth opposite the name of such Bank on the signature
pages hereof, and (ii) as to any Bank which enters into any
Assignment and Acceptance (whether as transferor Bank or as
Assignee thereunder), the amount of such Bank's Commitment after
giving effect to such Assignment and Acceptance, in each case as
such amount may be reduced from time to time pursuant to Section
2.07 or 2.08.

          "Compliance Certificate" has the meaning set forth in
Section 5.01(c).

          "Consolidated Capital Expenditures" means at any date,
on a consolidated basis in accordance with GAAP for the Borrower
and its Consolidated Subsidiaries, calculated at the end of each
Fiscal Quarter for the Fiscal Quarter most recently ended and the
immediately preceding 3 Fiscal Quarters (and with respect to any
Consolidated Subsidiary acquired during such 4 Fiscal Quarter
period, such Consolidated Subsidiary shall be included on a pro
forma, historical basis as if it had been a Consolidated
Subsidiary during such entire 4 Fiscal Quarter period), the sum
of all capital expenditures paid in cash during such 4 Fiscal
Quarter period by the Borrower and its Consolidated Subsidiaries.

          "Consolidated Dividends" means at any date, on a
consolidated basis in accordance with GAAP for the Borrower and
its Consolidated Subsidiaries, calculated at the end of each
Fiscal Quarter for the Fiscal Quarter most recently ended and the
immediately preceding 3 Fiscal Quarters the sum of all dividends
and other distributions paid during such period in respect of any
Capital Stock and Redeemable Preferred Stock (other than
dividends paid or payable in the form of additional Capital
Stock)(and with respect to any Consolidated Subsidiary acquired
during such 4 Fiscal Quarter period, dividends and other
distributions paid by such Consolidated Subsidiary shall be
included on a pro forma, historical basis as if it had been a
Consolidated Subsidiary during such entire 4 Fiscal Quarter
period).

          "Consolidated EBITDA" means at any date the sum of the
following, on a consolidated basis in accordance with GAAP for
the Borrower and its Consolidated Subsidiaries, calculated at the
end of each Fiscal Quarter for the Fiscal Quarter most recently
ended and the immediately preceding 3 Fiscal Quarters (and with
respect to any Consolidated Subsidiary acquired during such 4
Fiscal Quarter period, such Consolidated Subsidiary shall be
included on a pro forma, historical basis as if it had been a
Consolidated Subsidiary during such entire 4 Fiscal Quarter
period): (i) Consolidated Net Income (but without deduction for
any loss incurred in connection with the sale of the interests in
Gerber Systems Corporation); plus (ii) Consolidated Interest
Expense; plus (iii)  Consolidated Taxes; plus (iv) depreciation
expense; plus (v) amortization expense; plus (vi) other non-cash
charges.

          "Consolidated Fixed Charges Coverage Ratio" means, at
any date, for the Fiscal Quarter most recently ended and the
immediately preceding 3 Fiscal Quarters, the ratio of: (i) the
sum of (x) Consolidated EBITDA, less (y) Consolidated Capital
Expenditures; to (ii) the sum of (x) Consolidated Interest
Expense, plus (y) Consolidated Dividends, plus (z) Consolidated
Taxes.

          "Consolidated Interest Expense" means at any date, on a
consolidated basis in accordance with GAAP for the Borrower and
its Consolidated Subsidiaries, calculated at the end of each
Fiscal Quarter for the Fiscal Quarter most recently ended and the
immediately preceding 3 Fiscal Quarters (and with respect to any
Consolidated Subsidiary acquired during such 4 Fiscal Quarter
period, such Consolidated Subsidiary shall be included on a pro
forma, historical basis as if it had been a Consolidated
Subsidiary during such entire 4 Fiscal Quarter period), interest,
whether expensed or capitalized, in respect of Debt of the
Borrower or any of its Consolidated Subsidiaries outstanding
during such 4 Fiscal Quarter period.

          "Consolidated Net Income" means, for any period, the
Net Income of the Borrower and its Consolidated Subsidiaries
determined on a consolidated basis, but excluding (i)
extraordinary items and (ii) any equity interests of the Borrower
or any Subsidiary in the unremitted earnings of any Person that
is not a Subsidiary.

          "Consolidated Net Worth" means, at any time, the
shareholders' equity of the Borrower and its Consolidated
Subsidiaries, as set forth or reflected on the most recent
consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries prepared in accordance with GAAP, but excluding (ii)
any Redeemable Preferred Stock of the Borrower or any of its
Consolidated Subsidiaries and (ii) any write-off of the
Borrower's interest in Gerber Systems Corporation.

          "Consolidated Subsidiary" means at any date any
Subsidiary or other entity the accounts of which, in accordance
with GAAP, would be consolidated with those of the Borrower in
its consolidated financial statements as of such date.

          "Consolidated Taxes" means at any date, on a
consolidated basis in accordance with GAAP for the Borrower and
its Consolidated Subsidiaries, calculated on a consolidated basis
at the end of each Fiscal Quarter for the Fiscal Quarter most
recently ended and the immediately preceding 3 Fiscal Quarters
(and with respect to any Consolidated Subsidiary acquired during
such 4 Fiscal Quarter period, such Consolidated Subsidiary shall
be included on a pro forma, historical basis as if it had been a
Consolidated Subsidiary during such entire 4 Fiscal Quarter
period), all income tax expense of the Borrower or any of its
Consolidated Subsidiaries during such 4 Fiscal Quarter period.

          "Consolidated Total Debt" means, without duplication,
all of the following types of Debt of the Borrower and its
Consolidated Subsidiaries: (i) obligations for borrowed money or
evidenced by bonds, debentures, notes or other similar
instruments, (ii) obligations as lessee under capital leases,
(iii) obligations to reimburse any bank or other Person in
respect of amounts paid under a letter of credit (other than a
trade letter of credit) or similar instrument, (iv) all
Redeemable Preferred Stock of such Person (in the event such
Person is a corporation), and (v) Debt of the types referred to
in clauses (i) through (iv), inclusive, of this definition of
Persons other than the Borrower or any Guarantor which are
Guaranteed by the Borrower or any Consolidated Subsidiary;
provided, that for purposes of this clause (v), there shall be
included only 3% of the aggregate amount of the contingent
liability from time to time of the Borrower and the Subsidiaries
party thereto under the GECC Vendor Program Arrangement.

          "Contribution Agreement" means the Contribution
Agreement, substantially in the form of Exhibit J, to be executed
by the Borrower and the Guarantors,

          "Controlled Group" means all members of a controlled
group of corporations and all trades or businesses (whether or
not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414 of
the Code.

          "Debt" of any Person means at any date, without
duplication, (i) all obligations of such Person for borrowed
money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all
obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in
the ordinary course of business, (iv) all obligations of such
Person as lessee under capital leases, (v) all obligations of
such Person to reimburse any bank or other Person in respect  of
amounts payable under a banker's acceptance, (vi) all Redeemable
Preferred Stock of such Person (in the event such Person is a
corporation), (vii) all obligations of such Person to reimburse
any bank or other Person in respect of amounts paid or to be paid
or to be paid under a letter of credit (other than a trade letter
of credit) or similar instrument, (viii) all Debt of others
secured by a Lien on any asset of such Person, whether or not
such Debt is assumed by such Person, (ix) all obligations of such
Person with respect to any Hedging Agreement (valued as the
termination value thereof computed in accordance with a method
approved by the International Swap Dealers Association and agreed
to by such Person in the applicable hedging agreement, if any),
and (x) all Debt of others Guaranteed by such Person, including
the aggregate amount of the contingent liability from time to
time of the Borrower and the Subsidiaries party thereto under the
GECC Vendor Program Arrangement.

          "Default" means any condition or event which
constitutes an Event of Default or which with the giving of
notice or lapse of time or both would, unless cured or waived,
become an Event of Default.

          "Default Rate" means, with respect to any Loan, on any
day, the sum of 2% plus the then highest interest rate (including
the Applicable Margin) which may be applicable to any Loans
hereunder (irrespective of whether any such type of Loans are
actually outstanding hereunder).

          "Dollar Equivalent" means the Dollar equivalent of the
amount of a Foreign Currency Loan, determined by the Agent on the
basis of the Exchange Rate.

          "Dollars" or "$" means dollars in lawful currency of
the United States of America.

          "Dollar Loan" means a Loan made in Dollars, which shall
be either a Base Rate Loan or a Euro-Dollar Loan.

          "Dollar Loan Notes" means promissory notes of the
Borrower, substantially in the form of Exhibit "A-1", evidencing
the obligation of the Borrower to repay the Dollar Loans,
together with all amendments, consolidations, modifications,
renewals, and supplements thereto.

          "Domestic Business Day" means any day except a
Saturday, Sunday or other day on which commercial banks in
Georgia or New York are authorized by law to close.

          "Domestic Subsidiary" means any Subsidiary which is
incorporated, organized or created under the laws of the United
States of America or any state, territory or possession thereof
or the District of Columbia.

          "Environmental Authority" means any foreign, federal,
state, local or regional government of competent jurisdiction or
authority under any Environmental Requirement.

          "Environmental Authorizations" means all licenses,
permits, orders, approvals, notices, registrations or other legal
prerequisites, if any, for conducting the business of the
Borrower or any Subsidiary required by any Environmental
Requirement.

          "Environmental Judgments and Orders" means all
judgments, decrees or orders arising from any Environmental
Requirements, whether or not entered upon consent, or final and
binding written agreements with an Environmental Authority
arising from or pursuant to any Environmental Requirement,
whether or not incorporated in a judgment, decree or order.

          "Environmental Liabilities" means any liabilities,
whether accrued, contingent or otherwise, arising from any
Environmental Requirements.

          "Environmental Notices" means written notice from any
Environmental Authority or by any other person or entity, of
possible or alleged noncompliance with or liability under any
Environmental Requirement, including without limitation any
complaints, citations, demands or requests from any Environmental
Authority or from any other person or entity for correction of
any violation of any Environmental Requirement or any
investigations concerning any violation of any Environmental
Requirement.

          "Environmental Proceedings" means any judicial or
administrative proceedings arising from any Environmental
Requirement.

          "Environmental Releases" means releases as defined in
CERCLA or under any Environmental Requirement.

          "Environmental Requirements" means any applicable legal
requirement relating to health, safety or the environment that
governs or regulates the Borrower, any Subsidiary or the
Properties, including but not limited to any such requirement
under CERCLA or similar state legislation and all federal, state
and local laws, ordinances, regulations, orders, writs, decrees
and common law.

          "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, or any successor law.
Any reference to any provision of ERISA shall also be deemed to
be a reference to any successor provision or provisions thereof.

          "Euro-Dollar Loan" means a Loan made in Dollars which
bears or is to bear interest at a rate based upon the Adjusted
London Interbank Offered Rate, and to be made as a Euro-Dollar
Loan pursuant to the applicable Notice of Borrowing.

          "Euro-Dollar Reserve Percentage" has the meaning set
forth in Section 2.05(c).

          "Event of Default" has the meaning set forth in Section
6.01.

          "Exchange Rate" means, on any day, (a) with respect to
the Foreign Currency, the rate at which such Foreign Currency may
be exchanged into Dollars, as set forth at approximately 11:00
a.m., London time, on such day on the Reuters World Currency Page
for such currency.  In the event that such rate does not appear
on any Reuters World Currency Page, the Exchange Rate shall be
determined by reference to the applicable Bloomberg System page
or, in the event that such rate does not appear on such page,
such other publicly available service for displaying exchange
rates as may be agreed upon by the Agent and the Borrower, or, in
the absence of such agreement, such Exchange Rate shall instead
be the arithmetic average of the spot rates of exchange of the
Agent in the market where its foreign currency exchange
operations in respect of the Foreign Currency are then being
conducted, at or about 11:00 a.m., London time, on such date for
the purchase of Dollars, with such Foreign Currency for delivery
2 Fixed Rate Business Days later; provided, that if at the time
of any such determination, for any reason, no such spot rate is
being quoted, the Agent may use any reasonable method it deems
appropriate to determine such rate, and such determination shall
be conclusive absent manifest error.

          "Federal Funds Rate" means, for any day, the rate per
annum (rounded upward, if necessary, to the next higher 1/100th
of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if the
day for which such rate is to be determined is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Domestic Business
Day as so published on the next succeeding Domestic Business Day,
and (ii) if such rate is not so published for any day, the
Federal Funds Rate for such day shall be the average rate charged
to the Agent on such day on such transactions, as determined by
the Agent.

          "Fiscal Quarter" means any fiscal quarter of the
Borrower.

          "Fiscal Year" means any fiscal year of the Borrower.

          "Fixed Rate Borrowing" means a Euro-Dollar Borrowing or
a Foreign Currency Borrowing, or any or all of them, as the
context shall require.

          "Fixed Rate Business Day" means (i) with respect to
Euro-Dollar Loans, any Domestic Business Day on which dealings in
Dollar deposits are carried out in the London interbank market,
and (ii) with respect to Foreign Currency Loans, any Domestic
Business Day, excluding one on which trading is not carried on by
and between banks in deposits of the Foreign Currency in the
applicable interbank market for such Foreign Currency.

          "Fixed Rate Loans" means Euro-Dollar Loans or Foreign
Currency Loans, as the context shall require.

          "Foreign Currencies" means, individually and
collectively, as the context shall require, each of the
following, if offered and subject to availability:  (i) British
pounds sterling, Dutch Guilders, Canadian dollars, Italian lira,
German deutschemarks, French francs and Swiss francs; provided,
however, with respect to any Borrowing with an Interest Period
which commences on or after January 1, 2002, if any such currency
has been replaced entirely by the Euro, such currency shall be
unavailable and such Borrowing shall instead be in Euros; (ii) on
and after January 1, 1999, Euros; and (iii) at the option of the
Banks, any other currency which is freely transferable and
convertible into Dollars; provided, however, that no such other
currency under this clause (iii) shall be included as a Foreign
Currency hereunder, or included in a Notice of Borrowing, unless
(x) a Borrower has first submitted a request to the Agent and the
Banks that it be so included, and (y) the Agent and the Banks, in
their sole discretion, have agreed to such request.

          "Foreign Currency Loan" means a Loan to be made as a
Foreign Currency Loan pursuant to the applicable Notice of
Borrowing.

          "Foreign Currency Loan Notes" means promissory notes of
the Borrower, substantially in the form of Exhibit A-2,
evidencing the obligation of the Borrower to repay the Foreign
Currency Loans, together with all amendments, consolidations,
modifications, renewals and supplements thereto.

          "Foreign Subsidiary" means a Subsidiary which is not a
Domestic Subsidiary.

          "GAAP" means generally accepted accounting principles
applied on a basis consistent with those which, in accordance
with Section 1.02, are to be used in making the calculations for
purposes of determining compliance with the terms of this
Agreement.

          "GECC Vendor Program Arrangement" means the
arrangements and transaction pertaining to loan and lease
financing for purchasers of equipment manufactured by the
Borrower and certain of its Subsidiaries described in the Vendor
Program Agreement between the Borrower, certain Subsidiaries of
the Borrower, and General Electric Capital Corporation dated
August 17, 1992, as amended or supplemented from time to time,
which arrangement includes, as of the Closing Date, an
$85,000,000 upper limit on amount of contingent liability
permitted thereunder.

          "Guarantee" by any Person means any obligation,
contingent or otherwise, of such Person directly or indirectly
guaranteeing any Debt or material performance obligation of any
other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to secure, purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt
or other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to provide collateral security, to
take-or-pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for the purpose of assuring in
any other manner the obligee of such Debt or other obligation of
the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part), provided that the term
Guarantee shall not include (x) endorsements for collection or
deposit in the ordinary course of business or (y) any contingent
obligation of the Borrower and the Subsidiaries party thereto
under the GECC Vendor Program Arrangement.  The term "Guarantee"
used as a verb has a corresponding meaning.

          "Guarantor" means (i) the Initial Guarantors; and (ii)
any Material Domestic Subsidiary which becomes a Guarantor
pursuant to Section 5.26.

          "Hazardous Materials" includes, without limitation, (a)
solid or hazardous waste, as defined in the Resource Conservation
and Recovery Act of 1980, 42 U.S.C.  6901 et seq. and its
implementing regulations and amendments, or in any comparable
state or local law or regulation, (b) "hazardous substance",
"pollutant", or "contaminant" as defined in CERCLA, or in any
comparable state or local law or regulation, (c) gasoline, or any
other petroleum product or by-product, including, crude oil or
any fraction thereof, (d) toxic substances, as defined in the
Toxic Substances Control Act of 1976, or in any comparable state
or local law or regulation and (e) insecticides, fungicides, or
rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any comparable state or local
law or regulation, as each such Act, statute or regulation may be
amended from time to time.
          "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement or other hedging
arrangement.

          "IBOR" has the meaning set forth in Section 2.05(d).

          "Initial Guarantors" means Gerber Technology, Inc., a
Connecticut corporation, Gerber Scientific Products, Inc., a
Connecticut corporation and Gerber Coburn Optical, Inc., a
Delaware corporation.

          "Intercompany Note" means any intercompany note in
substantially the form attached as Annex 1 to the Intercompany
Note Pledge Agreement which is executed in favor of the Borrower
or any Initial Guarantor and pledged to the Agent pursuant to the
Intercompany Note Pledge Agreement.

          "Intercompany Note Pledge Agreement" means the
Intercompany Note Pledge Agreement, substantially in the form of
Exhibit L, to be executed and delivered by the Borrower and each
of the Initial Guarantors, agreeing to: (i) obtain (x) in the
case of the Borrower, from each Material Foreign Subsidiary
directly owned by each of the Initial Guarantors or the Target,
and (y) in the case of each Initial Guarantor, from each Material
Foreign Subsidiary directly owned by it, in each case an
Intercompany Note, evidencing all loans and advances made by it
to such Material Foreign Subsidiary; and (ii) pledge to the Agent
pursuant thereto, for the ratable benefit of the Banks, all such
Intercompany Notes.

          "Interest Period" means, (1) with respect to each Fixed
Rate Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the
first, second, third or sixth month thereafter; provided that:

          (a)  any Interest Period (subject to paragraph (c)
     below) which would otherwise end on a day which is not a
     Fixed Rate Business Day shall be extended to the next
     succeeding Fixed Rate Business Day unless such Fixed Rate
     Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Fixed
     Rate Business Day;

          (b)  any Interest Period which begins on the last Fixed
     Rate Business Day of a calendar month (or on a day for which
     there is no numerically corresponding day in the appropriate
     subsequent calendar month) shall, subject to paragraph (c)
     below, end on the last Fixed Rate Business Day of the
     appropriate subsequent calendar month; and

          (c) no Interest Period may be selected which begins
     before the Termination Date and would otherwise end after
     the Termination Date.

     (2) With respect to each Base Rate Borrowing, the period
commencing on the date of such Borrowing and ending 30 days
thereafter; provided that:

          (a) any Interest Period which would otherwise end on a
day which is not a Domestic Business Day shall be extended to the
next succeeding Domestic Business Day; and

          (b) no Interest Period which begins before the
Termination Date and would otherwise end after the Termination
Date may be selected.

          "Investment" means any investment in any Person,
whether by means of purchase or acquisition of obligations or
securities of such Person, capital contribution to such Person,
loan or advance to such Person, making of a time deposit with
such Person, Guarantee or assumption of any obligation of such
Person or otherwise.

          "Lending Office" means, as to each Bank, its office
located at its address set forth on the signature pages hereof
(or identified on the signature pages hereof as its Lending
Office or such other office as such Bank may hereafter designate
as its Lending Office by notice to the Borrower and the Agent.
Each Bank may designate a Lending Office for Dollar Loans and a
different Lending Office for Foreign Currency Loans, and the term
"Lending Office" shall in such case mean either such Lending
Office, as the context shall require.

          "Leverage Ratio" means on any date of determination the
ratio of Consolidated Total Debt to Consolidated EBITDA;
provided, however, that (i) for purposes of determining the
Applicable Margin under Section 2.05 and fees under Section 2.06
(but not for purposes of determining compliance with Section
5.21), contingent liability of the Borrower and the Subsidiaries
party thereto under the GECC Vendor Program Arrangement shall not
be included as Debt; and (ii) for purposes of determining the
Applicable Margin under Section 2.05(ii) and fees under Section
2.06(ii) on the first Performance Pricing Determination Date
after the Borrower's Fiscal Year ending April 30, 1998, and for
purposes of determining compliance with Section 5.21 for the
Fiscal Quarter ending April 30, 1998, Debt of the Target and Debt
under this Agreement shall be included as Debt on a proforma
basis.

          "Lien" means, with respect to any asset, any mortgage,
deed to secure debt, deed of trust, lien, pledge, charge,
security interest, security title, preferential arrangement which
has the practical effect of constituting a security interest or
encumbrance, or encumbrance or servitude of any kind in respect
of such asset to secure or assure payment of a Debt or a
Guarantee, whether by consensual agreement or by operation of
statute or other law, or by any agreement, contingent or
otherwise, to provide any of the foregoing.  For the purposes of
this Agreement, the Borrower or any Subsidiary shall be deemed to
own subject to a Lien any asset which it has acquired or holds
subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title
retention agreement relating to such asset.

          "Loan" means a Base Rate Loan, a Euro-Dollar Loan or a
Foreign Currency Loan, or any or all of them, as the context
shall require.

          "Loan Documents" means this Agreement, the Notes, the
Pledge Agreements, the Subsidiary Guaranty, and any other
document evidencing or securing the Loans, as such documents and
instruments may be amended or supplemented from time to time.

          "London Interbank Offered Rate" has the meaning set
forth in Section 2.05(c).
          "Margin Stock" means "margin stock" as defined in
Regulations T, U or X.

          "Material Adverse Effect" means, with respect to any
event, act, condition or occurrence of whatever nature (including
any adverse determination in any litigation, arbitration, or
governmental investigation or proceeding), whether singly or in
conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences, whether or
not related, a material adverse change in, or a material adverse
effect upon, any of (a) the financial condition, operations,
business or properties of the Borrower and its Consolidated
Subsidiaries taken as a whole, (b) the rights and remedies of the
Agent or the Banks under the Loan Documents, or the ability of
the Borrower or any Guarantor to perform its obligations under
the Loan Documents to which it is a party, as applicable, or (c)
the legality, validity or enforceability of any Loan Document.

          "Material Domestic Subsidiary" means any Material
Subsidiary which is a Domestic Subsidiary.

          "Material Foreign Subsidiary" means: (i) the Target;
(ii) any other Foreign Subsidiary which is a Material Subsidiary
and (iii) any other Foreign Subsidiary which is designated on
Schedule 4.08 (or in a subsequent written notice from the
Borrower to the Agent and the Banks) as being a Material Foreign
Subsidiary.

          "Material Subsidiary" means any Subsidiary which is
directly owned by the Borrower or a Subsidiary, and (a) has
assets which constitute more than 5% of the consolidated total
assets of the Borrower and its Consolidated Subsidiaries at the
end of the most recent Fiscal Quarter, (b) contributed more than
5% of Consolidated Net Income for the 4 most recent Fiscal
Quarters then ended (or, with respect to any Subsidiary which is
not a Domestic Subsidiary and which existed during the entire 4
Fiscal Quarter period but was acquired by the Borrower during
such period, which would have contributed more than 5% of
Consolidated Net Income for such period had it been a Subsidiary
for the entire period, as determined on a pro forma basis in
accordance with GAAP), or (c) is listed on Schedule 1.01;
provided, that in calculating consolidated total assets and
Consolidated Net Income for purposes of the foregoing, the
assets, liabilities and Net Income of Gerber Systems Corporation
shall be disregarded.

          "Moody's" means Moody's Investor Service, Inc.

          "Multiemployer Plan" shall have the meaning set forth
in Section 4001(a)(3) of ERISA.

          "Net Income" means, as applied to any Person for any
period, the aggregate amount of net income of such Person, after
taxes, for such period, as determined in accordance with GAAP.

          "Net Proceeds of Capital Stock" means any proceeds
received by the Borrower or a Consolidated Subsidiary in respect
of the issuance of Capital Stock (including as such proceeds for
purposes of the foregoing the amount of Debt of the Borrower or
any Consolidated Subsidiary canceled in exchange for the issuance
of Capital Stock), after deducting therefrom all reasonable and
customary costs and expenses incurred by the Borrower or such
Consolidated Subsidiary directly in connection with the issuance
of such Capital Stock.

          "Non-US Lender" has the meaning set forth in Section
2.11(e).

          "Notes" means, individually and collectively, as the
context shall require, the Dollar Loan Notes and the Foreign
Currency Loan Notes.

          "Notice of Borrowing" has the meaning set forth in
Section 2.02.

          "Other Taxes" has the meaning set forth in Section
9.03.

          "Offer" means the offer by J. Henry Schroder & Co.,
Limited on behalf of the Borrower to acquire all the outstanding
Shares, substantially on the terms and conditions contained in
the Offer Document, as such offer may be amended, revised,
supplemented or otherwise modified from time to time, consistent
with Section 5.24(a).

          "Offer Document" means the Offer Document distributed
on April 3, 1998 to the holders of Shares to which the Offer was
made.

          "Offer Funding Borrowing" has the meaning set forth in
Section 5.06.

          "Offer Termination Date" means the earliest date, as
notified by the Borrower to the Agent (which shall notify the
Banks) on which all of the following have occurred:  (a) all
payments in respect of acceptances of the cash alternative in the
Offer have been made in full, (b) no further such acceptances are
possible; and (c) all procedures pursuant to Section 428 et seq.
of the U.K. Companies Act 1985 that are capable of being
implemented have been completed and all payments pursuant thereto
to or for the benefit of shareholders of the Target have been
made in full.

          "Officer's Certificate" has the meaning set forth in
Section 3.01(g).

          "Participant" has the meaning set forth in Section
9.08(b).

          "PBGC" means the Pension Benefit Guaranty Corporation
or any entity succeeding to any or all of its functions under
ERISA.

          "Performance Pricing Determination Date" has the
meaning set forth in Section 2.05(a).

          "Person" means an individual, a corporation, a
partnership, a limited liability company, an unincorporated
association, a trust or any other entity or organization,
including, but not limited to, a government or political
subdivision or an agency or instrumentality thereof.
          "Plan" means at any time an employee pension benefit
plan which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and is
either (i) maintained by a member of the Controlled Group for
employees of any member of the Controlled Group or (ii)
maintained pursuant to a collective bargaining agreement or any
other arrangement under which more than one employer makes
contributions and to which a member of the Controlled Group is
then making or accruing an obligation to make contributions or
has within the preceding 5 plan years made contributions.

          "Pledge Agreements" means the Intercompany Note Pledge
Agreement or the Stock Pledge Agreement, or both, as the context
shall require.

          "Prime Rate" refers to that interest rate so
denominated and set by Wachovia from time to time as an interest
rate basis for borrowings.  The Prime Rate is but one of several
interest rate bases used by Wachovia.  Wachovia lends at interest
rates above and below the Prime Rate.

          "Properties" means all real property owned, leased or
otherwise used or occupied by the Borrower or any Subsidiary,
wherever located.

          "Redeemable Preferred Stock" of any Person means any
preferred stock issued by such Person which is at any time prior
to the Termination Date either (i) mandatorily redeemable (by
sinking fund or similar payments or otherwise) or (ii) redeemable
at the option of the holder thereof.

          "Refunding Loan" means a new Loan made on the day on
which an outstanding Loan is maturing or a Base Rate Borrowing is
being converted to a Fixed Rate Borrowing, if and to the extent
that the proceeds thereof are used entirely for the purpose of
paying such maturing Loan or Loan being converted, excluding any
difference between the amount of such maturing Loan or Loan being
converted and any greater amount being borrowed on such day and
actually either being made available to the Borrower pursuant to
Section 2.02(c) or remitted to the Agent as provided in Section
2.11, in each case as contemplated in Section 2.02(d).

          "Regulation T" means Regulation T of the Board of
Governors of the Federal Reserve System, as in effect from time
to time, together with all official rulings and interpretations
issued thereunder.

          "Regulation U" means Regulation U of the Board of
Governors of the Federal Reserve System, as in effect from time
to time, together with all official rulings and interpretations
issued thereunder.

          "Regulation X" means Regulation X of the Board of
Governors of the Federal Reserve System, as in effect from time
to time, together with all official rulings and interpretations
issued thereunder.

          "Required Banks" means at any time Banks having at
least 51% of the aggregate amount of the Commitments or, if the
Commitments are no longer in effect, Banks holding at least 51%
of the aggregate outstanding principal amount of the Loans.

          "Restricted Payment" means (i) any dividend or other
distribution on any shares of the Borrower's Capital Stock
(except dividends payable solely in shares of its Capital Stock)
or (ii) any payment on account of the purchase, redemption,
retirement or acquisition of (a) any shares of the Borrower's
Capital Stock (except shares acquired upon the conversion thereof
into other shares of its Capital Stock) or (b) any option,
warrant or other right to acquire shares of the Borrower's
Capital Stock.

          "Reuters Screen" shall mean, when used in connection
with any designated page and IBOR, the display page so designated
on the Reuter Monitor Money Rates Service (or such other page as
may replace that page on that service for the purpose of
displaying rates comparable to IBOR).

          "S&P" means Standard & Poor's Ratings Group, a division
of McGraw-Hill, Inc.

          "Shares" means (i) the ordinary shares of the Target
(par value 10 pence per share) and (ii) the "A" shares of the
Target (par value 10 pence per share).

          "Stock Pledge Agreement" means the Stock Pledge
Agreement, substantially in the form of Exhibit K, to be executed
and delivered by the Borrower and the Initial Guarantors,
agreeing to pledge to the Agent pursuant thereto, for the ratable
benefit of the Banks and the Bridge Lender, the capital common
stock of (i) the Target at the times specified in Section
5.25(a), and (ii) all Material Foreign Subsidiaries (other than
the Target) owned directly by the Borrower or any Initial
Guarantor, at such time as any Foreign Subsidiary owned directly
by it becomes a Material Foreign Subsidiary.

          "Subsidiary" means any corporation or other entity of
which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time
directly or indirectly owned by the Borrower.

          "Subsidiary Guaranty" means the Subsidiary Guaranty,
substantially in the form of Exhibit I, to be executed by the
Guarantors, unconditionally and jointly and severally
Guaranteeing payment of the Loans, the Notes and all other
obligations of the Borrower to the Agent and the Banks hereunder,
including without limitation all principal, interest, fees,
costs, and compensation and indemnification amounts.

          "Target" means Spandex PLC, which on the date hereof is
a public limited company incorporated under the laws of England
and Wales.

          "Taxes" has the meaning set forth in Section 2.11(d).

          "Telerate" means, when used in connection with any
designated page and the London Interbank Offered Rate or IBOR,
the display page so designated on the Telerate Service (or such
other page as may replace that page on that service for the
purpose of displaying rates comparable to the London Interbank
Offered Rate or IBOR).

          "Termination Date" means whichever is applicable of (i)
May 15, 2003,(ii) the date the Commitments are terminated
pursuant to Section 6.01 following the occurrence of an Event of
Default, or (iii) the date the Borrower terminates the
Commitments entirely pursuant to Section 2.07.

          "Third Parties" means all lessees, sublessees,
licensees and other users of the Properties, excluding those
users of the Properties in the ordinary course of the Borrower's
business and on a temporary basis.

          "Transferee" means an Assignee, a Participant or other
transferee.

          "Unfunded Vested Liabilities" means, with respect to
any Plan at any time, the amount (if any) by which (i) the
present value of all vested nonforfeitable benefits under such
Plan exceeds (ii) the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, but only to the extent that
such excess represents a potential liability of a member of the
Controlled Group to the PBGC or the Plan under Title IV of ERISA.

          "Unused Commitment" means at any date, with respect to
any Bank, an amount equal to its Commitment less the aggregate
outstanding principal amount of its Loans.

          "Wachovia" means Wachovia Bank, N.A., a national
banking association, and its successors.

          "Wholly Owned Subsidiary" means any Subsidiary all of
the shares of capital stock or other ownership interests of which
(except directors' qualifying shares) are at the time directly or
indirectly owned by the Borrower.

          SECTION 1.02. Accounting Terms and Determinations.
Unless otherwise specified herein, all terms of an accounting
character used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared,
in accordance with GAAP, applied on a basis consistent (except
for changes concurred in by the Borrower's  independent public
accountants or otherwise required by a change in GAAP) with the
most recent audited consolidated financial statements of the
Borrower and its Consolidated Subsidiaries delivered to the Banks
unless with respect to any such change concurred in by the
Borrower's independent public accountants or required by GAAP, in
determining compliance with any of the provisions of this
Agreement or any of the other Loan Documents: (i) the Borrower
shall have objected to determining such compliance on such basis
at the time of delivery of such financial statements, or (ii) the
Required Banks shall so object in writing within 30 days after
the delivery of such financial statements, in either of which
events such calculations shall be made on a basis consistent with
those used in the preparation of the latest financial statements
as to which such objection shall not have been made (which, if
objection is made in respect of the first financial statements
delivered under Section 5.01, shall mean the financial statements
referred to in Section 4.04).

          SECTION 1.03. References.  Unless otherwise indicated,
references in this Agreement to "Articles", "Exhibits",
"Schedules", "Sections" and other Subdivisions are references to
articles, exhibits, schedules, sections and other subdivisions
hereof.

          SECTION 1.04. Use of Defined Terms.  All terms defined
in this Agreement shall have the same defined meanings when used
in any of the other Loan Documents, unless otherwise defined
therein or unless the context shall require otherwise.

          SECTION 1.05. Terminology.  All personal pronouns used
in this Agreement, whether used in the masculine, feminine or
neuter gender, shall include all other genders; the singular
shall include the plural, and the plural shall include the
singular.  Titles of Articles and Sections in this Agreement are
for convenience only, and neither limit nor amplify the
provisions of this Agreement.


                           ARTICLE II

                          THE CREDITS

          SECTION 2.01. Commitments to Lend.  Each of the Banks
agrees, on the terms and conditions set forth herein, to make
Loans (which may be, at the option of the Borrower and subject to
the terms and conditions hereof, Base Rate Loans, Euro-Dollar
Loans or Foreign Currency Loans) to the Borrower from time to
time before the Termination Date; provided that, immediately
after each such Loan is made,

          (i) the sum of the aggregate outstanding principal
     amount of Base Rate Loans and Euro-Dollar Loans and the
     Dollar Equivalent of Foreign Currency Loans by such Bank
     shall not exceed the amount of its Commitment, and

          (ii) the aggregate outstanding principal amount of all
     Base Rate Loans and Euro-Dollar Loans of all Banks and the
     Dollar Equivalent of the aggregate principal amount of the
     Foreign Currency Loans of all Banks shall not exceed the
     aggregate amount of all of the Commitments.

          The Dollar Equivalent of each Foreign Currency Loan on
the date each Foreign Currency Loan is disbursed pursuant hereto
shall be deemed to be the amount of such Foreign Currency Loan
outstanding for the purpose of calculating the aggregate
outstanding principal amount of the Foreign Currency Loans for
purposes of the foregoing clause(ii); provided, however, that if
at the time of receipt of any Notice of Borrowing, the aggregate
outstanding principal amount of all Base Rate Loans and Euro-
Dollar Loans and the Dollar Equivalent of the aggregate principal
amount of the Foreign Currency Loans of all Banks is equal to or
greater than 75% of all of the Commitments, then the Dollar
Equivalent of each Foreign Currency Loan shall be calculated as
of such date, rather than as of the date such Foreign Currency
Loans were disbursed, and in the event that, as a result of such
calculation, the aggregate outstanding principal amount of all
Base Rate Loans and Euro-Dollar Loans and the Dollar Equivalent
of the aggregate principal amount of the Foreign Currency Loans
exceeds the aggregate amount of the Commitments, then (i) no
Borrowing shall be made in an amount which would cause the limits
set forth in the proviso contained in the first sentence of this
Section 2.01 to be exceeded, and (ii) the Foreign Currency Loans
shall be subject to mandatory repayment pursuant to the
provisions of Section 2.10(b), if applicable, and until such
prepayment is made, no additional Borrowings shall be permitted.

          Each Fixed Rate Borrowing under this Section shall be
in an aggregate principal amount of $5,000,000 (or the Dollar
Equivalent thereof in the Foreign Currency) or any larger
integral multiple of $1,000,000 (or the Dollar Equivalent thereof
in the Foreign Currency); each Base Rate Borrowing under this
Section shall be in an aggregate principal amount of $1,000,000
or any larger integral multiple of $500,000 (except that any such
Base Rate Borrowing may be in the amount of the Unused
Commitment).  Within the foregoing limits, the Borrower may
borrow under this Section, repay or, to the extent permitted by
Section 2.09, prepay Loans and reborrow under this Section at any
time before the Termination Date.

          Notwithstanding the foregoing, if there shall occur on
or prior to the date of any Foreign Currency Loan any change in
national or international financial, political or economic
conditions or currency exchange rates or exchange controls which
would in the opinion of the Agent make it impracticable to make
such Foreign Currency Loan, then the Agent shall forthwith give
notice thereof to the Borrower and the Banks, and such Foreign
Currency Loan shall be made on such date as Base Rate Loans,
unless the Borrower notifies the Agent at least two Domestic
Business Days before such date that it elects not to borrow on
such date.

          SECTION 2.02. Method of Borrowing Loans.  (a) The
Borrower shall give the Agent notice (a "Notice of Borrowing"),
which shall be substantially in the form of Exhibit D, prior to
(x) 9:30 A.M. (Atlanta, Georgia time) for Base Rate Borrowings,
on the Domestic Business Day of such Base Rate Borrowing, and (y)
11:00 A.M. (Atlanta, Georgia time), for all Fixed Rate
Borrowings, at least 3 Fixed Rate Business Days before each Fixed
Rate Borrowing, specifying:

          (i)  the date of such Borrowing, which shall be a
     Domestic Business Day in the case of a Base Rate Borrowing
     or a Fixed Rate Business Day in the case of a Fixed Rate
     Borrowing,

          (ii)  the aggregate amount of such Borrowing,

          (iii) whether the Loan comprising such Borrowing is to
     be a Base Rate Loan, a Euro-Dollar Loan or a Foreign
     Currency Loan, and if such Loans are to be Foreign Currency
     Loans, specifying the Foreign Currency, and

          (iv) in the case of a Fixed Rate Borrowing, the
     duration of the Interest Period applicable thereto, subject
     to the provisions of the definition of Interest Period.

          (b)   Upon receipt of a Notice of Borrowing, the Agent
shall promptly notify each Bank of the contents thereof  and of
such Bank's ratable share of such Borrowing and such Notice of
Borrowing, once received by the Agent, shall not thereafter be
revocable by the Borrower.

          (c)   Not later than 11:00 A.M. (Atlanta, Georgia time)
on the date of each Borrowing, each Bank shall (except as
provided in paragraph (d) of this Section) make available its
ratable share of such Borrowing, in Federal or other funds
immediately available in Atlanta, Georgia, to the Agent at its
address referred to in Section 9.01 (or, with respect to Foreign
Currency Borrowings, to the Agent's designated foreign
correspondent bank at the address specified by the Agent), which
funds shall be in Dollars, if such Borrowing is a Dollar
Borrowing, and in the applicable Foreign Currency, if such
Borrowing is a Foreign Currency Borrowing, determined pursuant to
Section 9.01.  Unless the Agent determines that any applicable
condition specified in Article III has not been satisfied, the
Agent will make the funds so received from the Banks available to
the Borrower at the aforesaid address.  Unless the Agent receives
notice from a Bank, at the Agent's address referred to in or
specified pursuant to Section 9.01, no later than 4:00 P.M.
(local time at such address) on the Domestic Business Day before
the date of a Borrowing stating that such Bank will not make a
Loan in connection with such Borrowing, the Agent shall be
entitled to assume that such Bank will make a Loan in connection
with such Borrowing and, in reliance on such assumption, the
Agent may (but shall not be obligated to) make available such
Bank's ratable share of such Borrowing to the Borrower for the
account of such Bank.  If the Agent makes such Bank's ratable
share available to the Borrower and such Bank does not in fact
make its ratable share of such Borrowing available on such date,
the Agent shall be entitled to recover such Bank's ratable share
from such Bank or the Borrower (and for such purpose shall be
entitled to charge such amount to any account of the Borrower
maintained with the Agent), together with interest thereon for
each day during the period from the date of such Borrowing until
such sum shall be paid in full at a rate per annum equal to the
rate at which the Agent determines that it obtained (or could
have obtained) overnight Federal funds to cover such amount for
each such day during such period, provided that (i) any such
payment by the Borrower of such Bank's ratable share and interest
thereon shall be without prejudice to any rights that the
Borrower may have against such Bank and (ii) until such Bank has
paid its ratable share of such Borrowing, together with interest
pursuant to the foregoing, it will have no interest in or rights
with respect to such Borrowing for any purpose hereunder.  If the
Agent does not exercise its option to advance funds for the
account of such Bank, it shall forthwith notify the Borrower of
such decision.

          (d)  If any Bank makes a new Loan hereunder on a day on
which the Borrower is to repay all or any part of an outstanding
Loan from such Bank, such Bank shall apply the proceeds of its
new Loan to make such repayment as a Refunding Loan and only an
amount equal to the difference (if any) between the amount being
borrowed and the amount of such Refunding Loan shall be made
available by such Bank to the Agent as provided in paragraph (c)
of this Section, or remitted by the Borrower to the Agent as
provided in Section 2.11, as the case may be; provided, however,
that if the Loan which is to be repaid is a Foreign Currency
Loan, the foregoing provisions shall apply only if the new Loan
is to be made in the same Foreign Currency.

          (e)   Notwithstanding anything to the contrary
contained in this Agreement, at the election of the Required
Banks, no Fixed Rate Borrowing may be made if there shall have
occurred a Default or an Event of Default, which Default or Event
of Default shall not have been cured or waived, and all Refunding
Loans shall be made as Base Rate Loans (but shall bear interest
at the Default Rate, if applicable).

          (f)  In the event that a Notice of Borrowing fails to
specify whether the Loans comprising such Borrowing are to be
Base Rate Loans, Euro-Dollar Loans or Foreign Currency Loans,
such Loans shall be made as Base Rate Loans.  If the Borrower is
otherwise entitled under this Agreement to repay any Loans
maturing at the end of an Interest Period applicable thereto with
the proceeds of a new Borrowing, and the Borrower fails to repay
such Loans using its own moneys and fails to give a Notice of
Borrowing in connection with such new Borrowing, a new Borrowing
shall be deemed to be made on the date such Loans mature in an
amount equal to the principal amount of the Loans so maturing,
and the Loans comprising such new Borrowing shall be Base Rate
Loans, which shall be in the Dollar Equivalent of such maturing
Loans, if such maturing Loans were Foreign Currency Loans.

          (g)  Notwithstanding anything to the contrary contained
herein, there shall not be more than 10 Fixed Rate Borrowings
outstanding at any given time.

          SECTION 2.03. The Notes.  (a) The Loans of each Bank
shall be evidenced by a single Dollar Loan Note in an amount
equal to the original principal amount of such Bank's Commitment
and a single Foreign Currency Loan Note, each payable to the
order of such Bank for the account of its Lending Office.

          (b)  Upon receipt of each Bank's Notes pursuant to
Section 3.01(b), the Agent shall deliver such Notes to such Bank.
Each Bank shall record, and prior to any transfer of its Notes
shall endorse on the schedules forming a part thereof appropriate
notations to evidence, the date, amount and maturity of, and
effective interest rate for, each Loan made by it, the date and
amount of each payment of principal made by the Borrower with
respect thereto, whether such Loan is a Base Rate Loan,
Euro-Dollar Loan or Foreign Currency Loan, and if a Foreign
Currency Loan, a specification of the Foreign Currency, and such
schedules of each such Bank's Notes shall constitute rebuttable
presumptive evidence of the principal amounts owing and unpaid on
such Bank's Notes; provided that the failure of any Bank to make,
or any error in making, any such recordation or endorsement shall
not affect the obligation of the Borrower hereunder or under the
Notes or the ability of any Bank to assign its Notes.  Each Bank
is hereby irrevocably authorized by the Borrower so to endorse
its Notes and to attach to and make a part of any Note a
continuation of any such schedule as and when required.

          SECTION 2.04. Maturity of Loans.  (a) Each Loan
included in any Borrowing shall mature, and the principal amount
thereof shall be due and payable, on the last day of the Interest
Period applicable to such Borrowing.

          (b)  Notwithstanding the foregoing, the outstanding
principal amount of the Loans, if any, together with all accrued
but unpaid interest thereon, if any, shall be due and payable on
the Termination Date.

          SECTION 2.05. Interest Rates. (a) "Applicable Margin"
means:
          (i) for the period commencing on the Closing Date to
     July 30, 1998, (x) for any Base Rate Loan, 0.0%, and (z) for
     any Fixed Rate Loan, 0.625%; and

          (ii) from and after the first Performance Pricing
     Determination Date occurring after July 30, 1998, (x) for
     any Base Rate Loan, 0.00% and (y) for each Fixed Rate Loan,
     the percentage determined on each Performance Pricing
     Determination Date by reference to the table set forth below
     and the Leverage Ratio for the quarterly or annual period
     ending immediately prior to such Performance Pricing
     Determination Date.

               Leverage Ratio           Applicable Margin
                < 2.0 to 1.0                 0.25%

                 2.0 to 1.0 but
               <  2.5 to 1.0                 0.40%

                2.5 to 1.0 but
               <  3.0 to 1.0                 0.50%

                3.0 to 1.0                  0.625%

          In determining interest for purposes of this Section
2.05 and fees for purposes of Section 2.06(ii), the Borrower and
the Banks shall refer to the Borrower's most recent consolidated
quarterly and annual (as the case may be) financial statements
delivered pursuant to Section 5.01(a) or (b), as the case may be.
If such financial statements require a change in interest
pursuant to this Section 2.05 or fees pursuant to Section
2.06(ii), the Borrower shall deliver to the Agent, along with
such financial statements, a notice to that effect, which notice
shall set forth in reasonable detail the calculations supporting
the required change.  The "Performance Pricing Determination
Date" is the date on which such financial statements are
delivered pursuant to Section 5.01(a) or (b), as applicable.  Any
such required change in interest and fees shall become effective
on such Performance Pricing Determination Date, and shall be in
effect until the next Performance Pricing Determination Date,
provided that: (x) for Fixed Rate Loans, changes in interest
shall only be effective for Interest Periods commencing on or
after the Performance Pricing Determination Date; and (y) no fees
or interest shall be decreased pursuant to this Section 2.05 or
Section 2.06(ii) if a Default is in existence on the Performance
Pricing Determination Date.

          (b)  Each Base Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal
to the Base Rate for such day plus the Applicable Margin.  Such
interest shall be payable for each Interest Period on the last
day thereof.  Any overdue principal of and, to the extent
permitted by applicable law, overdue interest on any Base Rate
Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the Default Rate.

          (c)  Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the
Applicable Margin plus the applicable Adjusted London Interbank
Offered Rate for such Interest Period.  Such interest shall be
payable for each Interest Period on the last day thereof and, if
such Interest Period is longer than 3 months, at intervals of 3
months after the first day thereof.   Any overdue principal of
and, to the extent permitted by law, overdue interest on any Euro-
Dollar Loan shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the Default Rate.

          The "Adjusted London Interbank Offered Rate" applicable
to any Interest Period means a rate per annum  equal to the
quotient obtained (rounded upwards, if necessary, to the next
higher 1/100th of 1%) by dividing (i) the applicable London
Interbank Offered Rate for such Interest Period by (ii) 1.00
minus the Euro-Dollar Reserve Percentage.

          The "London Interbank Offered Rate" applicable to any
Euro-Dollar Loan means for the Interest Period of such
Euro-Dollar Loan, the rate per annum determined on the basis of
the offered rate for deposits in Dollars of amounts equal or
comparable to the principal amount of such Euro-Dollar Loan
offered for a term equal to such Interest Period, which rates
appear on the Telerate Page 3750 effective as of 11:00 A.M.,
London time, 2 Fixed Rate Business Days prior to the first day of
such Interest Period, provided that if no such offered rates
appear on such page, the "London Interbank Offered Rate" for such
Interest Period will be the arithmetic average (rounded upward,
if necessary, to the next higher 1/100th of 1%) of rates quoted
by the principal London offices of not less than 2 leading money
center banks in New York City, selected by the Agent, at
approximately 11:00 A.M., London time, 2 Fixed Rate Business Days
prior to the first day of such Interest Period, for deposits in
Dollars offered by leading European banks for a period comparable
to such Interest Period in an amount comparable to the principal
amount of such Euro-Dollar Loan.

          "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum
reserve requirement for a member bank of the Federal Reserve
System in respect of "Eurocurrency liabilities" (or in respect of
any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is
determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any
Bank to United States residents).  The Adjusted London Interbank
Offered Rate shall be adjusted automatically on and as of the
effective date of any change in the Euro-Dollar Reserve
Percentage.

          (d)  Each Foreign Currency Loan shall bear interest on
the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the
Applicable Margin plus the applicable Adjusted IBOR Rate for such
Interest Period.  Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest
Period is longer than 3 months, at intervals of 3 months after
the first day thereof.  Any overdue principal of and, to the
extent permitted by law, overdue interest on any Foreign Currency
Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the Default Rate.

          "Adjusted IBOR Rate" means, with respect to each
Interest Period for a Foreign Currency Loan, the sum of (i) the
rate obtained by dividing (A) IBOR for such Interest Period by
(B) a percentage equal to 1 minus the then stated maximum rate
(stated as a decimal) of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental,
special or other reserves) applicable to any member bank of the
Federal Reserve System as defined in Regulation D (or against any
successor category of liabilities as defined in Regulation D),
plus (ii) if the relevant Foreign Currency Loan is in British
pounds sterling, a percentage sufficient to compensate the Banks
for the cost of complying with any reserves, liquidity and/or
special deposit requirements of the Bank of England directly or
indirectly affecting the maintenance or funding of such Foreign
Currency Loan.

          "IBOR" means, for any Interest Period, with respect to
Foreign Currency Loans, the offered rate for deposits in the
applicable Foreign Currency, for a period comparable to the
Interest Period and in an amount comparable to the amount of such
Foreign Currency Loan appearing on Telerate Page 3750, or, if
Telerate is unavailable the Reuters Screen Page FRBD, FRBE, FRBF
or FRBG, as applicable, or, if it is unavailable on either
Telerate or the Reuters Screen, then such rate shall be
determined by the Agent from any other interest rate reporting
service of recognized standing designated in writing by the Agent
to the Borrower as of 11:00 A.M. (London, England time) on the
day that is two Fixed Rate Business Days prior to the first day
of the Interest Period.

          (e)  The Agent shall determine each interest rate
applicable to the Loans hereunder.  The Agent shall give prompt
notice to the Borrower and the Banks by telecopier of each rate
of interest so determined, and its determination thereof shall be
conclusive in the absence of manifest error.

          (f)       After the occurrence and during the
continuance of an Event of Default, the principal amount of the
Loans (and, to the extent permitted by applicable law, all
accrued interest thereon) may, at the election of the Required
Banks, bear interest at the Default Rate.

          SECTION 2.06. Fees.  The Borrower shall pay to the
Agent: (i) for the sole account of the Agent, the fees payable to
it pursuant to the Agent's Letter Agreement, payable at the times
specified therein; and (ii) for the ratable account of each Bank,
a facility fee, calculated in the manner provided in the last
paragraph of Section 2.05(a)(ii), if applicable, on the aggregate
daily amount of such Bank's Commitment (without taking into
account the amount of the outstanding Loans made by such Bank),
at a rate per annum equal to: (x) for the period commencing on
the Closing Date to the first Performance Pricing Determination
Date following the Borrower's Fiscal Year ending April 30, 1998,
0.25%; and (y) from and after the first Performance Pricing
Determination Date following the Borrower's Fiscal Year ending
April 30, 1998, the percentage determined on each Performance
Pricing Determination Date by reference to the table set forth
below and the Leverage Ratio for the quarterly or annual period
ending immediately prior to such Performance Pricing
Determination Date:

          Leverage Ratio      Facility Fee

           < 2.0 to 1.0            0.125%

           2.0 to 1.0 but
          <  2.5 to 1.0             0.150%

           2.5 to 1.0 but
          <  3.0 to 1.0             0.20%

           3.0 to 1.0                  0.25%

Such facility fees shall accrue from and including the Closing
Date to (but excluding the Termination Date) and shall be payable
on each March 31, June 30, September 30 and December 31 and on
the Termination Date.

          SECTION 2.07. Optional Termination or Reduction of
Commitments.  The Borrower may, upon at least 3 Domestic Business
Days' notice to the Agent, terminate at any time, or
proportionately reduce the Unused Commitment from time to time by
an aggregate amount of at least $5,000,000 and any larger
incremental multiple of $1,000,000.

          SECTION 2.08. Mandatory Reduction and Termination of
Commitments.  The Commitments shall terminate on the Termination
Date and any Loans then outstanding (together with accrued
interest thereon) shall be due and payable on such date.

          SECTION 2.09. Voluntary Prepayments.  (a) The Borrower
may, upon at least 1 Domestic Business Days' notice to the Bank,
prepay any Base Rate Borrowing in whole at any time, or from time
to time in part in amounts aggregating at least $1,000,000 and
any incremental multiple of $500,000 by paying the principal
amount to be prepaid together with accrued interest thereon to
the date of prepayment.

          (b)  The Borrower may, upon at least 3 Fixed Rate
Business Days' notice to the Bank, prepay any Fixed Rate
Borrowing in whole at any time, or from time to time in part in
amounts aggregating at least $5,000,000 (or the Dollar Equivalent
thereof in the Foreign Currency) and any incremental multiple of
$1,000,000 (or the Dollar Equivalent thereof in the Foreign
Currency) by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment, plus any
amount required to be paid pursuant to Section 8.05(a).

          (c)  Upon receipt of a notice of prepayment pursuant to
this Section 2.09, the Agent shall promptly notify each Bank of
the contents thereof and of such Bank's ratable share of such
prepayment and such notice, once received by the Agent, shall not
thereafter be revocable by the Borrower.

          SECTION 2.10. Mandatory Prepayments.  (a) On each date
on which the Commitments are reduced pursuant to Section 2.07,
the Borrower shall repay or prepay such principal amount of the
outstanding Loans, if any (together with interest accrued thereon
and any amount due under Section 8.05(a)), as may be necessary so
that after such payment the aggregate unpaid principal amount of
the Loans (including the Dollar Equivalent of any Foreign
Currency Loans) does not exceed the aggregate amount of the
Commitments as then reduced.

          (b)  If the Agent determines at any time (either on its
own initiative or at the request of the Required Banks) that the
aggregate principal amount of the Foreign Currency Loans
outstanding (after converting each Foreign Currency Loan to its
Dollar Equivalent on the date of calculation) at any time is
equal to or exceeds 105% of the aggregate amount of the
Commitment less the outstanding aggregate amount of all Base Rate
Loans and Euro-Dollar Loans, then upon 3 Fixed Rate Business
Days' written notice from the Agent, the Borrower shall prepay an
aggregate principal amount of Loans as is necessary to eliminate
the excess, plus any amount required to be paid pursuant to
Section 8.05(a).   Nothing in the foregoing shall require the
Agent to make any such calculation unless expressly requested to
do so by the Required Banks.

          (c)  Each such payment or prepayment under paragraph
(a) or (b) above shall be applied ratably to the Loans of the
Banks outstanding on the date of payment or prepayment in the
following order of priority: first, to Base Rate Loans, and then
to Euro-Dollar Loans or Foreign Currency Loans, at the option of
the Borrower.

          SECTION 2.11. General Provisions as to Payments.  (a)
The Borrower shall make each payment of principal of, and
interest on, the Loans, not later than 11:00 A.M. (Atlanta,
Georgia time) on the date when due, in Federal or other funds
(subject to paragraph (c) below with respect to Foreign Currency
Loans) immediately available at the place where payment is due,
to the Agent at its address set forth on the signature pages
hereof.

          (b)   Whenever any payment of principal of, or interest
on, the Base Rate Loans shall be due on a day which is not a
Domestic Business Day, the date for payment thereof shall be
extended to the next succeeding Domestic Business Day.  Whenever
any payment of principal of or interest on, the Fixed Rate Loans
shall be due on a day which is not a Fixed Rate Business Day, the
date for payment thereof shall be extended to the next succeeding
Fixed Rate Business Day unless such Fixed Rate Business Day falls
in another calendar month, in which case the date for payment
thereof shall be the next preceding Fixed Rate Business Day.



          (c)   All payments of principal and interest with
respect to Foreign Currency Loans shall be made in the Foreign
Currency in which borrowed; provided, however, with respect to
any Borrowing of any Foreign Currency which during the Interest
Period therefor has been replaced entirely by the Euro, such
Foreign Currency Borrowing may be repaid in Euros.

          (d)  All payments of principal, interest and fees and
all other amounts to be made by the Borrower pursuant to this
Agreement with respect to any Loan or fee relating thereto shall
be paid without deduction for, and free from, any tax, imposts,
levies, duties, deductions, or withholdings of any nature now or
at anytime hereafter imposed by any governmental authority or by
any taxing authority thereof or therein excluding, with respect
to the Agent, any Bank or any other recipient of any payment to
be made by or on account of any obligation of the Borrower
hereunder (i) taxes imposed on or measured by its net income,
franchise taxes and branch profits taxes imposed on it, in each
case, by the jurisdiction under the laws of which such recipient
is organized or any political subdivision thereof and, in the
case of any Bank, taxes imposed on such Bank (or Transferee) as a
result of any present or former connection between such Bank (or
Transferee) and the jurisdiction of the governmental authority or
taxing authority imposing such tax or any political subdivision
thereof or therein (other than solely as a result of entering
into this Agreement, performing any obligations hereunder,
receiving any payments hereunder or enforcing any rights
hereunder) and (ii) any taxes that are attributable to the
failure of any Non-U.S. Lender) to comply with this Section
2.11(d) (all such non-excluded taxes, imposts, levies, duties,
deductions or withholdings of any nature being "Taxes").  In the
event that the Borrower is required by applicable law to make any
such withholding or deduction of Taxes with respect to any Loan
or fee or other amount, the Borrower shall pay such deduction or
withholding to the applicable taxing authority, shall promptly
furnish to the Agent or such Bank (or Transferee), as the case
may be, in respect of which such deduction or withholding is made
all receipts and other documents evidencing such payment and
shall pay to the Agent or such Bank (or Transferee) additional
amounts ("Additional Amounts") as may be necessary in order that
the amount received by the Agent or such Bank (or Transferee)
after the required withholding or other payment shall equal the
amount the Agent or such Bank (or Transferee) would have received
had no such withholding or other payment been made.

          In the event a Bank (or Transferee) receives a refund
of any (i) Taxes paid by the Borrower, or as to which tax the
Borrower has paid Additional Amounts, pursuant to this Section
2.11(d) or Other Taxes, it will pay to the Borrower the amount of
such refund promptly upon receipt thereof; provided that if at
any time thereafter such Bank (or Transferee) is required to
return such refund, the Borrower shall promptly repay to such
Bank (or Transferee) the amount of such refund.

          (e)  If a Bank (or Transferee) is not a United States
person as defined in Section 7701(a) (30) of the Code (a "Non-
U.S. Lender"), and such Bank (or Transferee) is entitled to an
exemption from, or reduction of, withholding tax under the law of
the jurisdiction in which the Borrower is located, or any treaty
to which such jurisdiction is a party, with respect to payments
under this Agreement, such Bank (or Transferee) shall deliver to
the Borrower, at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a
reduced rate.

     The Borrower shall not be required to pay any Additional
Amounts in respect of any withholding tax pursuant to Section
2.11(d) to the extent that the obligation to withhold amounts
with respect to such withholding tax (i) was in effect and would
apply to amounts payable to a Non-U.S. Lender (A) on the date
such Non-U.S. Lender became a party to this Agreement, or, (B) if
a Bank (or Transferee) changes its applicable lending office by
designating a different lending office, on the date such Bank (or
Transferee) designates such different lending office or (ii) the
obligation to pay such Additional Amounts would not have arisen
but for a failure by a Non-U.S. Lender to comply with the
provisions of this Section 2.11(e).

          (f)  If a Bank (or any Transferee) claims Additional
Amounts pursuant to Section 2.11(d), it shall use reasonable
efforts (consistent with legal and regulatory restrictions) to
file any certificate or document reasonably requested by the
Borrower or to change the jurisdiction of its applicable lending
office or to assign its rights and obligations hereunder to
another of its offices, branches or Affiliates if the making of
such filing, change or assignment would avoid the need for, or
reduce the amount of, such Additional Amounts that may thereafter
accrue and would not, in the sole determination of such Bank (or
Transferee) be otherwise disadvantageous to such Bank (or
Transferee).

          (g)   Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and
obligations of the Borrower and the Banks contained in Section
2.11(c) through (f), inclusive, shall be applicable with respect
to any Transferee, and any calculations required by such
provisions (i) shall be made based upon the circumstances of such
Transferee, and (ii) constitute a continuing agreement and shall
survive the termination of this Agreement and the payment in full
or cancellation of the Notes.

          SECTION 2.12. Computation of Interest and Fees.
Interest on Base Rate Loans shall be computed on the basis of (i)
a year of 365 or 366 days, as the case may be, if calculated
based on the Prime Rate, and (ii) 360 days, if calculated based
on the Federal Funds Rate, and in each case paid for the actual
number of days elapsed (including the first day but excluding the
last day).  Interest on Fixed Rate Loans shall be computed on the
basis of a year of 360 days, except for any Foreign Currency
Loans outstanding in British pounds sterling or in Canadian
dollars or, if selected as a Foreign Currency pursuant to clause
(iii) of the definition of "Foreign Currency," in Australian
dollars, Belgian francs, Irish punts or New Zealand dollars,
which shall be computed on the basis of a year of 365 or 366
days, as the case may be, and in each case paid for the actual
number of days elapsed, calculated as to each Interest Period
from and including the first day thereof to but excluding the
last day thereof.  Facility fees and any other fees payable
hereunder shall be computed on the basis of a year of 360 days
and paid for the actual number of days elapsed (including the
first day but excluding the last day).

                          ARTICLE III

           CONDITIONS TO EFFECTIVENESS AND BORROWINGS

          SECTION 3.01. Conditions to Effectiveness.  The
effectiveness of this Agreement and the Commitments and other
obligations of the Agent and the Banks hereunder are subject to
the receipt by the Agent of the following (as to the documents
described in paragraphs (a),(d), (e) and (f) below, in sufficient
number of counterparts for delivery of a counterpart to each Bank
and retention of one counterpart by the Agent):

          (a)  a duly executed counterpart of this Agreement
     signed by the Borrower;

          (b)  a duly executed Dollar Loan Note and a duly
     executed Foreign Currency Loan Note for the account of each
     Bank complying with the provisions of Section 2.03;

          (c)  a duly executed counterpart of each of the Pledge
     Agreements signed by the Borrower and each of the Initial
     Guarantors;

          (d)  an opinion letter (together with any opinions of
     local counsel relied on therein) of each of (i) Richard F.
     Treacy, Jr., Esq., General Counsel of the Borrower, and (ii)
     Cravath, Swaine & Moore, counsel for the Borrower and the
     Guarantors, dated as of the Closing Date, substantially in
     the form of Exhibit B and covering such additional matters
     relating to the transactions contemplated hereby as the
     Agent may reasonably request;

          (e)  an opinion of Jones, Day, Reavis & Pogue, special
     counsel for the Agent, dated as of the Closing Date,
     substantially in the form of Exhibit C and covering such
     additional matters relating to the transactions contemplated
     hereby as the Agent may reasonably request;

          (f)  a certificate (the "Closing Certificate")
     substantially in the form of Exhibit G), dated as of the
     Closing Date, signed by a principal financial officer of the
     Borrower, to the effect that (i) no Default is in existence
     on the Closing Date and (ii) the representations and
     warranties of the Borrower contained in Article IV are true
     in all material respects on and as of the Closing Date,
     except to the extent any such representation or warranty
     relates to an earlier date;

          (g)  all documents which the Agent or any Bank may
     reasonably request relating to the existence of the Borrower
     or any Guarantor, the corporate authority for and the
     validity of this Agreement, the Notes, the Pledge
     Agreements, the Subsidiary Guaranty and the Contribution
     Agreement, and any other matters relevant hereto, all in
     form and substance satisfactory to the Agent, including,
     without limitation, certificates from the Borrower and each
     Guarantor substantially in the form of Exhibit H (the
     "Officer's Certificate"), signed by the Secretary or an
     Assistant Secretary of the Borrower or the relevant
     Guarantor, certifying as to the names, true signatures and
     incumbency of the officer or officers of the Borrower or the
     Guarantor, as the case may be, authorized to execute and
     deliver the Loan Documents on behalf of such entity, and
     certified copies for each such entity of the following
     items: (i) the Certificate of Incorporation, (ii) the
     Bylaws, (iii) a certificate of the Secretary of State of the
     state of incorporation of such entity as to the good
     standing of the entity in such jurisdiction, and (iv) the
     action taken by the Board of Directors of such entity
     authorizing the entity's execution, delivery and performance
     of the Loan Documents to which such entity is a party;

          (h)  (A) for the account of each Bank, an upfront fee
     (payable by the Agent from amounts received by it pursuant
     to clause (B) below)in such amounts as have been agreed to
     by the Agent and the Banks; and (B) for the account of the
     Agent, the fees payable on the Closing Date pursuant to the
     Agent's Letter Agreement;

          (i)  the Subsidiary Guaranty, duly executed by each
Initial Guarantor;

          (j)  the Contribution Agreement, duly executed by each
Initial Guarantor and the Borrower; and

          (k)  evidence that all amounts outstanding and accrued
     under or with respect to the promissory note in the original
     principal amount of $40,000,000 payable to Wachovia dated
     February 23, 1998 have been paid in full and such promissory
     note has been cancelled.

          SECTION 3.02. Conditions to Offer Funding Borrowings.
The obligation of the Bank to make any Loan which constitutes an
Offer Funding Borrowing is subject to the satisfaction of the
following conditions:

          (a)  receipt by the Bank of a Notice of Borrowing;

          (b)  the fact that, immediately after such Borrowing,
     the conditions set forth in the proviso contained in the
     first paragraph of Section 2.01 shall have been satisfied;

          (c)  the fact that, immediately before and after such
     Borrowing (but not including the Target or its subsidiaries
     as Subsidiaries for purposes hereof), no Default shall have
     occurred and be continuing under Section 6.01;

          (d)  the fact that the representations and warranties
     set forth in Article IV shall be true and correct in all
     material respects on the date of any such Borrowing with the
     same effect as though made on such date (unless such
     representations expressly relate to an earlier date, in
     which such case they shall be true and correct in all
     material respects on and as of such earlier date);

          (e)  the fact that all of the material conditions in
     the Offer shall have been satisfied or waived with the
     consent of the Agent and the Banks, and the Borrower not
     having lowered the percentage acceptance level required for
     satisfaction of either of conditions (a) or (b) of the Offer
     (as the same are set forth in the Offer Document) below 75%
     without the consent of the Agent and the Banks;

          (f)  the fact that the Borrower shall have declared the
     Offer unconditional in all respects;

          (g)  evidence satisfactory to the Agent that the
     Borrower will not pay more than 3.25 GBP per share for the
     tendered Shares; and

          (h)  the fact that, as a result of the Borrowing and
     the transactions contemplated hereby, to the best of the
     Borrower's knowledge, no Default shall have occurred and be
     continuing under Section 6.01 with respect to the Target or
     its subsidiaries as Subsidiaries for purposes hereof.

     Each Offer Funding Borrowing hereunder shall be deemed to be
a representation and warranty by the Borrower on the date of such
Borrowing as to the truth and accuracy of the facts specified in
clauses (c) through (h), inclusive, of this Section 3.02.

          SECTION 3.03. Conditions to All Borrowings other than
Offer Funding Borrowings.  The obligation of each Bank to make a
Loan on the occasion of each Borrowing that is not an Offer
Funding Borrowing is subject to the satisfaction of the following
conditions:

          (a)  receipt by the Agent of a Notice of Borrowing;

          (b)  the fact that, immediately before and after such
     Borrowing, no Default shall have occurred and be continuing;

          (c)  the fact that the representations and warranties
     of the Borrower contained in Article IV of this Agreement
     shall be true on and as of the date of such Borrowing,
     except to the extent any such representation or warranty
     relates to an earlier date; and

          (d)  the fact that, immediately after such Borrowing,
     the conditions set forth in the proviso contained in the
     first paragraph of Section 2.01 shall have been satisfied.

Each Borrowing hereunder which is not an Offer Funding Borrowing
shall be deemed to be a representation and warranty by the
Borrower on the date of such Borrowing as to the truth and
accuracy of the facts specified in paragraphs (b), (c) and (d) of
this Section.


                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants that:

          SECTION 4.01. Corporate Existence and Power.  Each of
the Borrower and each of the Guarantors is a corporation duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its respective incorporation, is duly
qualified to transact business in every jurisdiction where, by
the nature of its business, such qualification is necessary, and
has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its
businesses as now conducted, except where the failure to so
qualify does not have and could not reasonably be expected to
cause a Material Adverse Effect.

          SECTION 4.02. Corporate and Governmental Authorization;
No Contravention.  The execution, delivery and performance by the
Borrower of this Agreement, the Notes, the Pledge Agreements and
the other Loan Documents, and the execution, delivery and
performance by each Guarantor of the Subsidiary Guaranty and the
Pledge Agreements (i) are within the Borrower's or Guarantor's
respective corporate powers, (ii) have been duly authorized by
all necessary corporate action, (iii) require no action by or in
respect of or filing with, any governmental body, agency or
official (except such actions as are required in the United
Kingdom with respect to the Offer, all of which are being taken),
(iv) do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate
of incorporation or by-laws of the Borrower or any Guarantor or
any injunction, order or decree binding upon the Borrower or any
of its Subsidiaries, (v) do not contravene, or constitute a
default under, any material agreement, judgment or other material
instrument binding upon the Borrower or any of its Subsidiaries,
and (vi) do not result in the creation or imposition of any Lien
on any asset of the Borrower or any of its Subsidiaries, except
in favor of the Agent pursuant to the Pledge Agreements.

          SECTION 4.03. Binding Effect.  This Agreement
constitutes a valid and binding agreement of the Borrower
enforceable in accordance with its terms, and the Notes, the
Pledge Agreements and the other Loan Documents to which it is a
party, when executed and delivered in accordance with this
Agreement, will constitute valid and binding obligations of the
Borrower enforceable in accordance with their respective terms,
and the Subsidiary Guaranty and the Pledge Agreements, when
executed and delivered in accordance with this Agreement, will
constitute a valid and binding agreement of each Guarantor
enforceable in accordance with its terms, provided that in each
case the enforceability hereof and thereof is subject in each
case to general principles of equity and to bankruptcy,
insolvency and similar laws affecting the enforcement of
creditors' rights generally.

          SECTION 4.04. Financial Information.  (a) The
consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of April 30, 1997 and the related consolidated
statements of earnings, shareholders' equity and cash flows for
the Fiscal Year then ended, reported on by KPMG Peat Marwick LLP,
copies of which have been delivered to the Bank, and the
unaudited consolidated financial statements of the Borrower for
the interim period ended January 31, 1998, copies of which have
been delivered to the Bank, fairly present, in conformity with
GAAP, the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such dates and their consolidated
results of operations and cash flows for such periods stated
(subject to the absence of footnotes and to normal year-end
adjustments in the case of such unaudited statements).

          (b)  Since April 30, 1997, except as disclosed to the
Banks in writing on or prior to the date of this Agreement, there
has been no event, act, condition or occurrence having a Material
Adverse Effect.

          SECTION 4.05. No Litigation.  There is no action, suit
or proceeding pending, or to the knowledge of the Borrower
threatened, against or affecting the Borrower or any of its
Subsidiaries before any court or arbitrator or any governmental
body, agency or official (i) which could reasonably be expected
to have a Material Adverse Effect or (ii) which in any manner
draws into question the validity of or could impair the ability
of the Borrower to perform its obligations under, this Agreement,
the Notes, the Pledge Agreements, the Subsidiary Guaranty or any
of the other Loan Documents.

          SECTION 4.06. Compliance with ERISA.  (a) The Borrower
and each member of the Controlled Group have fulfilled their
obligations under the minimum funding standards of ERISA and the
Code with respect to each Plan and are in compliance in all
material respects with the presently applicable provisions of
ERISA and the Code, and have not incurred any liability to the
PBGC or a Plan under Title IV of ERISA (other than the payment of
premiums), except for any instances of non-compliance or any
liability, neither of which has and could not reasonably be
expected to cause a Material Adverse Effect or an Event of
Default.

          (b)  Except as disclosed to the Agent and the Banks,
neither the Borrower nor any member of the Controlled Group is or
has within the last 4 years been obligated to contribute to any
Multiemployer Plan.

          SECTION 4.07. Compliance with Laws; Payment of Taxes.
The Borrower and its Subsidiaries are in compliance with all
applicable laws, regulations and similar requirements of
governmental authorities, except where such compliance is being
contested in good faith through appropriate proceedings and
except where the failure to so comply does not have and could not
reasonably be expected to cause a Material Adverse Effect. There
have been filed on behalf of the Borrower and its Subsidiaries
all Federal, state and local income, excise, property and other
tax returns which are required to be filed by them and all taxes
due pursuant to such returns or pursuant to any assessment
received by or on behalf of the Borrower or any Subsidiary have
been paid, except where the failure to so file and pay does not
have and could not reasonably be expected to cause a Material
Adverse Effect or an Event of Default.  The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in
respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.  United States income tax
returns of the Borrower and its Subsidiaries have been examined
and closed through the Fiscal Year ended April 30, 1994.

          SECTION 4.08. Subsidiaries.  Each of the Borrower's
Subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of
incorporation, is duly qualified to transact business in every
jurisdiction where, by the nature of its business, such
qualification is necessary, and has all corporate powers and all
governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted, except where
the failure to so qualify or have any such licenses,
authorizations, consents and approvals does not have and could
not reasonably be expected to cause a Material Adverse Effect.
The Borrower has no Subsidiaries on the date hereof, except for
those Subsidiaries listed on Schedule 4.08, which accurately sets
forth each such Subsidiary's complete name and jurisdiction of
incorporation.  As of the Closing Date, there are no existing
Foreign Subsidiaries which are Material Foreign Subsidiaries,
other than the Target.

          SECTION 4.09. Investment Company Act.  Neither the
Borrower nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as
amended.

          SECTION 4.10. Public Utility Holding Company Act.
Neither the Borrower nor any of its Subsidiaries is a "holding
company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", as such terms are defined in the Public
Utility Holding Company Act of 1935, as amended.

          SECTION 4.11. Ownership of Property; Liens.  Each of
the Borrower and its Consolidated Subsidiaries has title to its
properties sufficient for the conduct of its business, and none
of such property is subject to any Lien except as permitted in
Section 5.18.

          SECTION 4.12. No Default.  Neither the Borrower nor any
of its Subsidiaries is in default under or with respect to any
agreement, instrument or undertaking to which it is a party or by
which it or any of its property is bound which could reasonably
be expected to have or cause a Material Adverse Effect.  No
Default or Event of Default has occurred and is continuing.

          SECTION 4.13. Full Disclosure.  All information
heretofore furnished by the Borrower to the Agent or any Bank for
purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all such information
hereafter furnished by the Borrower to the Agent or any Bank will
be, true, accurate and complete in every material respect or
based on reasonable estimates on the date as of which such
information is stated or certified.  The Borrower has disclosed
to the Agent and the Banks any and all facts known to it which
could reasonably be expected to have or cause a Material Adverse
Effect. So far as the Borrower is aware, the contents of the
Offer Document do not contain any untrue statement by the
Borrower or omit to make any statement the omission of which
makes the statements therein misleading and all expressions of
expectation, intention, belief and opinion contained therein were
honestly made on reasonable grounds after due and careful
consideration by the Borrower.  To the best of its knowledge
(based on the due diligence which the Borrower has been permitted
to perform), the Borrower has disclosed to the Agent and the
Banks all material facts concerning the Target and its
Subsidiaries which could give rise to an Event of Default which
would be subject to the Clean-up Period.

          SECTION 4.14. Environmental Matters. Except as
identified in Schedule 4.14 and for any of the following which
would not have and could not reasonably be expected to cause a
Material Adverse Effect:

          (a)  Neither the Borrower nor any Subsidiary is subject
to any Environmental Liability, and neither the Borrower nor any
Subsidiary has been designated as a potentially responsible party
under CERCLA or any comparable state statute.  None of the
Properties has been identified on any current or proposed (i)
National Priorities List under 40 C.F.R.  300, (ii) CERCLIS list
or (iii) any comparable list arising from a state statute
comparable to CERCLA.

          (b)  No Hazardous Materials have been or are being
used, produced, manufactured, processed, treated, recycled,
generated, stored, disposed of, managed or otherwise handled at,
or shipped or transported to or from the Properties or are
otherwise present at, on, in or under the Properties, or, to the
best of the knowledge of the Borrower, at or from any adjacent
site or facility, except for Hazardous Materials used, produced,
manufactured, processed, treated, recycled, generated, stored,
disposed of, managed, or otherwise handled in the ordinary course
of business in compliance with all applicable Environmental
Requirements.

          (c)  The Borrower, and each of its Subsidiaries and
Affiliates, has procured all Environmental Authorizations
necessary for the conduct of its business, and is in compliance
with all Environmental Requirements in connection with the
operation of the Properties and the Borrower's, and each of its
Subsidiary's and Affiliate's, respective businesses.

          SECTION 4.15. Capital Stock.  All Capital Stock,
debentures, bonds, notes and all other securities of the Borrower
and its Subsidiaries presently issued and outstanding are validly
and properly issued in accordance with all applicable laws,
including, but not limited to, the "Blue Sky" laws of all
applicable states and the federal securities laws.  The issued
shares of Capital Stock of the Borrower's Wholly Owned
Subsidiaries are owned by the Borrower free and clear of any Lien
or adverse claim, except as permitted by Section 5.18.  At least
a majority of the issued shares of capital stock of each of the
Borrower's other Subsidiaries (other than Wholly Owned
Subsidiaries) is owned by the Borrower free and clear of any Lien
or adverse claim, except as permitted by Section 5.18.

          SECTION 4.16. Margin Stock.  Neither the Borrower nor
any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of purchasing or carrying
any Margin Stock, and no part of the proceeds of any Loan will be
used to purchase or carry any Margin Stock or to extend credit to
others for the purpose of purchasing or carrying any Margin
Stock, or be used for any purpose which violates, or which is
inconsistent with, the provisions of Regulation T, U or X.

          SECTION 4.17. Insolvency.  After giving effect to the
execution and delivery of the Loan Documents and the making of
the Loans under this Agreement: (i) the Borrower will not (x) be
"insolvent," within the meaning of such term as defined in  101
of the "Bankruptcy Code", or Section 2 of either the "UFTA" or
the "UFCA", or as defined or used in any "Other Applicable Law"
(as those terms are defined below), or (y) be unable to pay its
debts generally as such debts become due within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA or
Section 6 of the UFCA, or (z) have an unreasonably small capital
to engage in any business or transaction, whether current or
contemplated, within the meaning of Section 548 of the Bankruptcy
Code, Section 4 of the UFTA or Section 5 of the UFCA; and (ii)
the obligations of the Borrower under the Loan Documents and with
respect to the Loans will not be rendered avoidable under any
Other Applicable Law. For purposes of this Section 4.17,
"Bankruptcy Code" means Title 11 of the United States Code,
"UFTA" means the Uniform Fraudulent Transfer Act, "UFCA" means
the Uniform Fraudulent Conveyance Act, and "Other Applicable Law"
means any other applicable law pertaining to fraudulent transfers
or acts voidable by creditors, in each case as such law may be
amended from time to time.

          SECTION 4.18. Insurance.  The Borrower and each of its
Subsidiaries has (either in the name of the Borrower or in such
Subsidiary's own name), with financially sound and reputable
insurance companies, insurance in at least such amounts and
against at least such risks (including on all its property, and
public liability and worker's compensation) as are usually
insured against in the same general area by companies of
established repute engaged in the same or similar business.

          SECTION 4.19. Millennium Compliance.  All computer
systems used by the Borrower and its Subsidiaries which are
necessary in the conduct of their business will be capable of the
following, before, during and/or after January 2000:

          (a)   handling date information involving all and any
dates before, during and/or after January 1, 2000, including
accepting input, providing output and performing date
calculations in whole or in part;

          (b)   operating, accurately without interruption on and
in respect of any and all dates before, during and/or after
January 1, 2000 and without any change in performance;

          (c)   responding to and processing two digit year input
without creating any ambiguity as to the century; and

          (d)  storing and providing date input information
without creating any ambiguity as to the century.


                           ARTICLE V

                           COVENANTS

          The Borrower agrees that, so long as any Bank has any
Commitment hereunder or any amount payable hereunder or under the
Notes remains unpaid:

          SECTION 5.01. Information.  The Borrower will deliver
to each of the Banks:

          (a)  as soon as available and in any event within 90
     days after the end of each Fiscal Year, a consolidated
     balance sheet of the Borrower and its Consolidated
     Subsidiaries as of the end of such Fiscal Year and the
     related consolidated statements of earnings, shareholders'
     equity and cash flows for such Fiscal Year, setting forth in
     each case in comparative form the figures for the previous
     fiscal year, all certified by KPMG Peat Marwick LLP or other
     independent public accountants of nationally recognized
     standing, with such certification to be free of material
     exceptions and qualifications not acceptable to the Required
     Banks in their reasonable judgment;

          (b)  as soon as available and in any event within 45
     days after the end of each of the first 3 Fiscal Quarters of
     each Fiscal Year, a consolidated balance sheet of the
     Borrower and its Consolidated Subsidiaries as of the end of
     such Fiscal Quarter and the related statement of earnings
     for such Fiscal Quarter, and statement of cash flows for the
     portion of the Fiscal Year ended at the end of such Fiscal
     Quarter, setting forth in each case in comparative form the
     figures for the corresponding Fiscal Quarter or Fiscal Year
     to date, as applicable, and the corresponding portion of the
     previous Fiscal Year, all certified (subject to normal
     year-end adjustments and the absence of footnotes) as to
     fairness of presentation, conformity to GAAP and consistency
     by the chief financial officer or the chief accounting
     officer of the Borrower;

          (c)  simultaneously with the delivery of each set of
     financial statements referred to in paragraphs (a) and (b)
     above, a certificate, substantially in the form of Exhibit F
     (a "Compliance Certificate"), of the chief financial officer
     or the chief accounting officer of the Borrower (i) setting
     forth in reasonable detail the calculations required to
     establish whether the Borrower was in compliance with the
     requirements of Sections 5.16 through 5.18, inclusive, and
     5.20 through 5.23, inclusive, on the date of such financial
     statements and (ii) stating whether any Default exists on
     the date of such certificate and, if any Default then
     exists, setting forth the details thereof and the action
     which the Borrower is taking or proposes to take with
     respect thereto;

          (d)  simultaneously with the delivery of each set of
     annual financial statements referred to in paragraph (a)
     above, a statement of the firm of independent public
     accountants which reported on such statements to the effect
     that nothing has come to their attention during the course
     of their examination to cause them to believe that any
     Default existed on the date of such financial statements
     (which statement may be limited to the extent required by
     accounting rules or guidelines);

          (e)  within 5 Domestic Business Days after the Borrower
     becomes aware of the occurrence of any Default, a
     certificate of the chief financial officer or the chief
     accounting officer of the Borrower setting forth the details
     thereof and the action which the Borrower is taking or
     proposes to take with respect thereto;

          (f)  promptly upon the mailing thereof to the
     shareholders of the Borrower generally, copies of all
     financial statements, reports and proxy statements so
     mailed;

          (g)  promptly upon the filing thereof, copies of all
     registration statements (other than the Exhibits thereto and
     any registration statements on Form S-8 or its equivalent)
     and annual, quarterly or monthly reports which the Borrower
     shall have filed with the Securities and Exchange
     Commission;

          (h)  if and when any member of the Controlled Group (i)
     gives or is required to give notice to the PBGC of any
     "reportable event" (as defined in Section 4043 of ERISA)
     with respect to any Plan which might constitute grounds for
     a termination of such Plan under Title IV of ERISA, or knows
     that the plan administrator of any Plan has given or is
     required to give notice of any such reportable event, a copy
     of the notice of such reportable event given or required to
     be given to the PBGC; (ii) receives notice of complete or
     partial withdrawal liability under Title IV of ERISA, a copy
     of such notice; or (iii) receives notice from the PBGC under
     Title IV of ERISA of an intent to terminate or appoint a
     trustee to administer any Plan, a copy of such notice; and

          (i)  from time to time such additional information
     regarding the financial position or business of the Borrower
     and its Subsidiaries as the Agent, at the request of any
     Bank, may reasonably request.

          SECTION 5.02. Inspection of Property, Books and
Records.  The Borrower will (i) keep, and cause each Subsidiary
to keep, proper books of record and account in which full, true
and correct entries sufficient to permit the preparation of
financial statements in conformity with GAAP shall be made of all
dealings and transactions in relation to its business and
activities; and (ii) permit, and cause each Subsidiary to permit,
upon reasonable prior notice, representatives of any Bank at the
such Bank's expense prior to the occurrence of a Default and at
the Borrower's expense after the occurrence of a Default to visit
and inspect any of their respective properties, to examine and
make abstracts from any of their respective books and records and
to discuss their respective affairs, finances and accounts with
their respective officers, employees and independent public
accountants.  The Borrower agrees to cooperate and assist in such
visits and inspections, in each case at such reasonable times and
as often as may reasonably be desired.

          SECTION 5.03. Maintenance of Existence.  The Borrower
shall, and shall cause each Material Subsidiary to, maintain its
corporate existence and carry on its business in substantially
the same manner and in substantially the same fields (and fields
related thereto) as such business is now carried on and
maintained; provided, that the foregoing shall not prohibit any
dissolution, liquidation, consolidation or merger permitted under
Sections 5.04 or 5.05.

          SECTION 5.04. Dissolution.  Neither the Borrower nor
any of its Material Subsidiaries shall suffer or permit
dissolution or liquidation either in whole or in part, except (i)
if the Borrower's Board of Directors or an Executive Committee
thereof determines in good faith that such liquidation or
dissolution is in the best interests of the Borrower and is not
disadvantageous to the Banks or (ii) through corporate
reorganization to the extent permitted by Section 5.05.

          SECTION 5.05. Consolidations, Mergers and Sales of
Assets.  The Borrower will not, nor will it permit any Material
Subsidiary to, consolidate or merge with or into, or sell, lease
or otherwise transfer all or any substantial part of its assets
to, any other Person, provided that (a) the Borrower may merge
with another Person if (i) such Person was organized under the
laws of the United States of America or one of its states, (ii)
the Borrower is the corporation surviving such merger and (iii)
immediately after giving effect to such merger, no Default shall
have occurred and be continuing, and (b) Subsidiaries of the
Borrower may merge with the Borrower and with one another.

          SECTION 5.06. Use of Proceeds.  The proceeds of the
Loans may be used (i) for the purchase of the Shares of the
Target pursuant to the Offer (any Loan the proceeds of which will
be used, directly or indirectly, for such purpose being an "Offer
Funding Borrowing"), (ii) for the purchase or cancellation of
existing stock options of the Target (including the cash
cancellation of options), (iii) for the refinancing of any "Loan
Notes" issued pursuant to and as defined in the Offer, (iv) for
transaction costs incurred in connection with the Offer
(including, without limitation, the fees and expenses of any
professional advisors and any stamp, duty or other tax charge),
(v) to satisfy all Debt of the Target, (vi) to repay all Debt
(including all outstanding principal and accrued and unpaid
interest, fees and expenses) to the Bridge Lender under the
Bridge Facility and to refinance the Bridge Facility pursuant to
Section 5.25(c), (vi) to pay the fees payable pursuant to
Sections 2.06 and 3.01(h), and (vii) after the Offer Termination
Date and repayment and termination of the Bridge Facility
pursuant to Section 5.25(c), for working capital and general
corporate purposes. No portion of the proceeds of the Loans will
be used by the Borrower or any Subsidiary (x) in connection with,
whether directly or indirectly, any tender offer for, or other
acquisition of,  stock of any corporation with a view towards
obtaining control of such other corporation, unless such tender
offer or other acquisition is to be made on a negotiated basis
with the approval of the Board of Directors of the Person to be
acquired, and the provisions of Section 5.17 would not be
violated, (y) directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of purchasing or carrying any
Margin Stock, or (z) for any purpose in violation of any
applicable law or regulation.

          SECTION 5.07. Compliance with Laws; Payment of Taxes.
The Borrower will, and will cause each of its Material
Subsidiaries and each member of the Controlled Group to, comply
with applicable laws (including but not limited to ERISA),
regulations and similar requirements of governmental authorities
(including but not limited to PBGC), except where the necessity
of such compliance is being contested in good faith through
appropriate proceedings diligently pursued and except where the
failure to so comply does not have and could not reasonably be
expected to cause a Material Adverse Effect or an Event of
Default.  The Borrower will, and will cause each of its Material
Subsidiaries to, pay promptly when due all taxes, assessments,
governmental charges, claims for labor, supplies, rent and other
obligations which, if unpaid, might become a lien against the
property of the Borrower or any Subsidiary, except liabilities
being contested in good faith and against which the Borrower will
set up reserves in accordance with GAAP and except where the
failure to so pay does not have and could not reasonably be
expected to cause a Material Adverse Effect or an Event of
Default.

          SECTION 5.08. Insurance.  The Borrower will maintain,
and will cause each of its Material Subsidiaries to maintain
(either in the name of the Borrower or in such Subsidiary's own
name), with financially sound and reputable insurance companies,
insurance on all its property of material value or material to
the conduct of its business in at least such amounts and against
at least such risks (including public liability and worker's
compensation) as are customarily insured against by companies of
established repute engaged in the same or similar business
operating in the same or similar locations.

          SECTION 5.09. Change in Fiscal Year.  The Borrower will
not change its Fiscal Year without the consent of the Required
Banks, which consent will not be unreasonably withheld.

          SECTION 5.10. Maintenance of Property.  The Borrower
shall, and shall cause each Material Subsidiary to, maintain all
of its material properties and assets in good condition, repair
and working order, ordinary wear and tear excepted.

          SECTION 5.11. Environmental Notices.  The Borrower
shall furnish to the Agent and the Banks timely written notice of
all material Environmental Liabilities, material pending,
threatened or anticipated Environmental Proceedings,
Environmental Notices, Environmental Judgments and Orders, and
material Environmental Releases at, on, in, under or in any way
affecting the Properties or any adjacent property, and all facts,
events, or conditions that could lead to any of the foregoing.

          SECTION 5.12. Environmental Matters.  Except in the
ordinary course of business in compliance in all material
respects with all applicable Environmental Requirements, the
Borrower and its Subsidiaries will not, and will not permit any
Third Party to, use, produce, manufacture, process, treat,
recycle, generate, store, dispose of, manage at, or otherwise
handle, or ship or transport to or from the Properties any
Hazardous Materials.

          SECTION 5.13. Environmental Release.  The Borrower
agrees that upon the occurrence of an Environmental Release at or
on any of the Properties it will act timely to investigate the
extent of, and to take appropriate remedial action to eliminate,
such Environmental Release, except where the Borrower is
contesting its obligation to do so before the appropriate
Environmental Authority and is maintaining adequate and
appropriate reserves under GAAP.

          SECTION 5.14. Transactions with Affiliates.  Neither
the Borrower nor any of its Material Subsidiaries shall enter
into, or be a party to, any transaction involving $100,000 or
more with any Affiliate of the Borrower or such Material
Subsidiary (which Affiliate is not the Borrower or a Wholly Owned
Subsidiary), except as permitted by law and in the ordinary
course of business and pursuant to reasonable terms which are no
less favorable to the Borrower or such Material Subsidiary than
would be obtained in a comparable arm's length transaction with a
Person which is not an Affiliate.

          SECTION 5.15. Restricted Payments. The Borrower will
not declare or make any Restricted Payment during any Fiscal Year
unless, after giving effect thereto, no Default shall be in
existence or be created thereby.

          SECTION 5.16. Loans or Advances.  Neither the Borrower
nor any of its Material 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; and (ii) deposits required by government agencies or public
utilities; (iii) loans or advances from the Borrower to any
Guarantor or (from and after the Offer Termination Date) to the
Target or from any Guarantor to any other Guarantor or (from and
after the Offer Termination Date) to the Target; (iv) existing
loans and advances described on Schedule 5.16; (v) loans or
advances made by the Borrower or any Initial 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; (vi) loans or advances by the Target to its
subsidiaries in existence on the Offer Termination Date, which
loans and advances in existence as of the Closing Date are
described on Schedule 5.16; and (vii) loans or advances made by
the Borrower or any Guarantor or,  after the Offer Termination
Date, the Target, to any Foreign Subsidiary or by any Material
Foreign Subsidiary to the Borrower or to another Foreign
Subsidiary, not otherwise permitted by this Section 5.16 and not
exceeding $10,000,000 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.

          SECTION 5.17. Investments.  Neither the Borrower nor
any of its Material Subsidiaries shall make Investments in any
Person except as permitted by Section 5.16 and except pursuant to
the Offer, 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 hereof and set
forth on Schedule 5.17, to the extent such Investments would not
be permitted under any other clause of this Section, (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) if Borrower has
delivered to the Agent prior to making any such Investment pro
forma financial statements demonstrating compliance with
Sections 5.20, 5.21, 5.22 and 5.23 that are acceptable to Agent
in all material respects, other Investments which do not violate
Section 5.03 and which do not at any time exceed (A) $25,000,000
for any Investment, or (B) $75,000,000 in the aggregate for all
Investments in any Fiscal Year; provided, however, that
immediately after giving effect to the making of any Investment,
no Default shall have occurred and be continuing.

          SECTION 5.18. Liens.  Except for Liens in favor of the
Agent created under the Loan Documents, neither the Borrower nor
any Material Subsidiary will create, assume or suffer to exist
any Lien on any asset now owned or hereafter acquired by it,
except:

          (a)  Liens which are (i) in existence on the Closing
     Date, (ii) listed on Schedule 5.18(a), and (iii) securing
     Debt permitted by this Agreement; provided that after the
     Closing Date no such Lien is spread to cover any additional
     property and that the amount of Debt secured thereby is not
     increased;

          (b)  Liens securing Debt owing by any Subsidiary to the
     Borrower permitted by Section 5.16;

          (c)  any Lien incurred in connection with the GECC
     Vendor Program Arrangement (which shall be limited to the
     assets which are subject to and financed in connection with
     such arrangement and assets directly related thereto);

          (d)  any Lien arising out of the refinancing,
     extension, renewal or refunding of any Debt secured by any
     Lien permitted by any of the foregoing paragraphs of this
     Section, provided that (i) such Debt is not secured by any
     additional assets, and (ii) the amount of such Debt secured
     by any such Lien is not increased;

          (e)  Liens incidental to the conduct of its business or
     the ownership of its assets which (i) do not secure Debt and
     (ii) do not in the aggregate materially detract from the
     value of its assets or materially impair the use thereof in
     the operation of its business;

          (f)  Liens imposed by law for taxes that are not yet
     due or are being contested in compliance with Section 5.07;

          (g)  judgment liens in respect of judgments that do not
     constitute an Event of Default under clause (j) of Section
     6.01;

          (h)  any Lien existing on any fixed or capital asset
     prior to the acquisition thereof by the Borrower or any
     Subsidiary or existing on any property or asset of any
     Person that becomes a Subsidiary after the date hereof prior
     to the time such Person becomes a Subsidiary; provided that
     (i) such Lien is not created in contemplation of or in
     connection with such acquisition or such Person becoming a
     Subsidiary, as the case may be, (ii) such Lien shall not
     apply to any other property or assets of the Borrower or any
     Subsidiary and (iii) such Lien shall secure only those
     obligations that it secures on the date of such acquisition
     or the date such Person becomes a Subsidiary, as the case
     may be;

          (i)  Liens on fixed or capital assets acquired,
     constructed or improved by the Borrower or any Subsidiary;
     provided that (i) such security interests and the Debt
     secured thereby are incurred prior to or within 3 months
     after such acquisition or the completion of such
     construction or improvement, (ii) the Debt secured thereby
     does not exceed 70% of the cost of acquiring, constructing
     or improving such fixed or capital assets and (iii) such
     security interests shall not apply to any other property or
     assets of the Borrower or any subsidiary; and

          (j)  Other Liens securing Debt not in excess of an
     aggregate amount of $5,000,000.

          SECTION 5.19. Restrictions on Ability of Subsidiaries
to Pay Dividends. The Borrower shall not permit any Subsidiary
to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any encumbrance or restriction on
the ability of any such Subsidiary to (i) pay any dividends or
make any other distributions on its Capital Stock or any other
interest or (ii) make or repay any loans or advances to the
Borrower or the parent of such Subsidiary.

          SECTION 5.20. Minimum Consolidated Net Worth.
Consolidated Net Worth will at no time be less than $200,000,000
plus the sum of (i) 50% of the cumulative Consolidated Net Income
of the Borrower and its Consolidated Subsidiaries during any
period after the Closing Date (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 the
Closing Date, calculated quarterly at the end of each Fiscal
Quarter.

          SECTION 5.21. Leverage Ratio.  The Leverage Ratio will
not at any time exceed: (i) from the Closing Date through and
including the Fiscal Year ending April 30, 1999, 3.5 to 1.0; and
(ii) for all periods thereafter, 3.0 to 1.0.

          SECTION 5.22. Consolidated Fixed Charges Coverage
Ratio.  At the end of each Fiscal Quarter, the Consolidated Fixed
Charges Coverage Ratio shall not have been less than 1.50 to 1.0.

          SECTION 5.23. Subsidiary Debt. The Borrower shall not
permit any 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) Debt evidenced by "Loan Notes" issued pursuant to
and as defined in the Offer; (iii) intercompany Debt permitted by
Section 5.16; (iv) Debt to the Bank created under the Loan
Documents, and(v) contingent obligations under the GECC Vendor
Program up to $85,000,000, and (vi) other Debt which does not at
any time exceed $5,000,000.

          SECTION 5.24. Certain Covenants Pertaining to the
Offer. (a)  The Offer was made solely pursuant to the Offer
Document.  The Offer will not be amended, revised, supplemented
or otherwise modified in any material respect without the consent
of the Banks.  The Borrower will comply with all applicable laws
and regulations of all regulatory bodies and authorities relating
to the Offer.

          (b) The Borrower will keep the Agent and the Banks
informed as to the progress of the Offer and will provide the
Agent and the Banks with any information as the Agent or any Bank
may reasonably request.

          (c) The Borrower will make full disclosure to the Agent
and the Banks in writing as soon as practicable of all
information which comes to the attention of the Borrower which is
material to the decision whether to waive any condition of the
Offer or which suggests that any condition to the Offer will or
may not be satisfied, or will or may required to be waived.

          SECTION 5.25. Certain Covenants Pertaining to the
Target and its Shares. (a) The Borrower shall, within 5 Business
Days after the Offer Termination Date (or such later date on
which they are available to the Borrower), deliver to the Agent
the stock transfer forms and share certificates relating to the
Shares which are in certificated form.

          (b)   On the Offer Termination Date, the Borrower shall
furnish to the Agent a certificate listing all outstanding Debt
of the Target, and all such Debt shall be repaid in full within
10 Domestic Business Days after the Offer Termination Date.

          (c)   On the Offer Termination Date, the Borrower shall
pay in full all outstanding principal and accrued and unpaid
interest, fees and expenses to the Bridge Lender under the Bridge
Facility and cause the Bridge Facility to be terminated.

          SECTION 5.26.  Domestic Subsidiaries to be Guarantors.
Any Domestic Subsidiary (whether existing on the Closing Date or
acquired or created thereafter) must become a Guarantor promptly
upon becoming a Domestic Subsidiary, by (x) executing and
delivering to the Agent a counterpart of the Guaranty and a
counterpart of the Contribution Agreement, thereby becoming a
party to each of them, (y) delivering to the Agent an opinion of
counsel to such Subsidiary, in form and substance satisfactory to
the Agent in its reasonable discretion, the form attached hereto
as Exhibit B, and (z) delivering to the Agent documents
pertaining to the Subsidiary reasonably requested by the Agent of
the types described in paragraph (g) of Section 3.01.

          SECTION 5.27. Certain Covenants Pertaining to
Intercompany Debt.  The Borrower shall, and shall cause each of
the Initial Guarantors to, within 10 Business Days after any
Foreign Subsidiary (other than the Target) becomes a Material
Foreign Subsidiary, obtain and deliver to the Agent (as
Collateral Agent pursuant to the Intercompany Note Pledge
Agreement) an Intercompany Note of such Material Foreign
Subsidiary evidencing all loans and advances which may be made by
the Borrower or the Initial Guarantors to such Material Foreign
Subsidiary.

                           ARTICLE VI

                            DEFAULTS

          SECTION 6.01. Events of Default.  If one or more of the
following events ("Events of Default") shall have occurred and be
continuing:

          (a)  the Borrower shall fail to pay when due any
     principal of any Loan or shall fail to pay any interest on
     any Loan within 5 Domestic Business Days after such interest
     shall become due, or shall fail to pay any fee or other
     amount payable hereunder within 5 Domestic Business Days
     after such fee or other amount becomes due; or

          (b)  the Borrower shall fail to observe or perform any
     covenant contained in Sections 5.01(e), 5.02(ii), 5.03
     through 5.06, inclusive, Sections 5.15 or 5.16, or Sections
     5.19 through 5.25, inclusive, or Section 5.27; or

          (c)  the Borrower or any Guarantor shall fail to
     observe or perform any covenant or agreement contained or
     incorporated by reference in this Agreement (other than
     those covered by paragraph (a) or (b) above) or in the
     Pledge Agreements, the Subsidiary Guaranty or any other Loan
     Document and such failure shall not have been cured within
     30 days after the earlier to occur of (i) written notice
     thereof has been given to the Borrower or the Guarantor by
     the Agent at the request of any Bank or (ii) the Borrower or
     any Guarantor otherwise becomes aware of any such failure;
     or

          (d)  any representation, warranty, certification or
     statement made by the Borrower or any Guarantor in Article
     IV of this Agreement or in the Pledge Agreements or in any
     certificate, financial statement or other document delivered
     pursuant to this Agreement shall prove to have been
     incorrect or misleading in any material respect when made
     (or deemed made); or

          (e)  the Borrower or any Material Subsidiary shall fail
     to make any payment in respect of Debt in the aggregate
     amount of $5,000,000 or more outstanding (other than the
     Notes) when due or within any applicable grace period; or

          (f)  any event or condition shall occur which results
     in the acceleration of the maturity of Debt in the aggregate
     amount of $5,000,000 or more outstanding of the Borrower or
     any Material Subsidiary (including, without limitation, any
     required mandatory prepayment or "put" of such Debt to the
     Borrower or any Material Subsidiary) or enables (or, with
     the giving of notice or lapse of time or both, would enable)
     the holders of such Debt or commitment or any Person acting
     on such holders' behalf to accelerate the maturity thereof
     or terminate any such commitment (including, without
     limitation, any required mandatory prepayment or "put" of
     such Debt to the Borrower or any Subsidiary); or

          (g)  the Borrower or any Material Subsidiary shall
     commence a voluntary case or other proceeding seeking
     liquidation, reorganization or other relief with respect to
     itself or its debts under any bankruptcy, insolvency or
     other similar law now or hereafter in effect or seeking the
     appointment of a trustee, receiver, liquidator, custodian or
     other similar official of it or any substantial part of its
     property, or shall consent to any such relief or to the
     appointment of or taking possession by any such official in
     an involuntary case or other proceeding commenced against
     it, or shall make a general assignment for the benefit of
     creditors, or shall fail generally, or shall admit in
     writing its inability, to pay its debts as they become due,
     or shall take any corporate action to authorize any of the
     foregoing; or

          (h)  an involuntary case or other proceeding shall be
     commenced against the Borrower or any Material Subsidiary
     seeking liquidation, reorganization or other relief with
     respect to it or its debts under any bankruptcy, insolvency
     or other similar law now or hereafter in effect or seeking
     the appointment of a trustee, receiver, liquidator,
     custodian or other similar official of it or any substantial
     part of its property, and such involuntary case or other
     proceeding shall remain undismissed and unstayed for a
     period of 60 days; or an order for relief shall be entered
     against the Borrower or any Subsidiary under the federal
     bankruptcy laws as now or hereafter in effect; or

          (i)  the Borrower or any member of the Controlled Group
     shall fail to pay when due any amount equal to or in excess
     of $5,000,000 which it shall have become liable to pay to
     the PBGC or to a Plan under Title IV of ERISA; or notice of
     intent to terminate a Plan or Plans shall be filed under
     Title IV of ERISA by the Borrower, any member of the
     Controlled Group, any plan administrator or any combination
     of the foregoing; or the PBGC shall institute proceedings
     under Title IV of ERISA to terminate or to cause a trustee
     to be appointed to administer any such Plan or Plans or a
     proceeding shall be instituted by a fiduciary of any such
     Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA
     and such proceeding shall not have been dismissed within 30
     days thereafter; or a condition shall exist by reason of
     which the PBGC would be entitled to obtain a decree
     adjudicating that any such Plan or Plans must be terminated;
     or the Borrower or any other member of the Controlled Group
     shall incur any withdrawal liability with respect to, a
     Multiemployer Plan, in each of the foregoing cases if the
     amount of unfunded liability with respect of any such
     terminated plan is equal to or in excess of $5,000,000; or

          (j)  one or more judgments or orders for the payment of
     money in an aggregate amount in excess of $5,000,000 shall
     be rendered against the Borrower or any Material Subsidiary
     and such judgment or order shall continue unsatisfied and
     unstayed for a period of 30 days; or

          (k)  a federal tax lien shall be filed against the
     Borrower or any Subsidiary under Section 6323 of the Code or
     a lien of the PBGC shall be filed against the Borrower or
     any Material Subsidiary under Section 4068 of ERISA and in
     either case such lien is for an amount equal to or in excess
     of $5,000,000 and shall remain undischarged for a period of
     25 days after the date of filing; or

          (l)  (i) any Person or two or more Persons acting in
     concert shall have acquired beneficial ownership (within the
     meaning of Rule 13d-3 of the Securities and Exchange
     Commission under the Securities Exchange Act of 1934) of 30%
     or more of the outstanding shares of the voting stock of the
     Borrower; or (ii) as of any date a majority of the Board of
     Directors of the Borrower consists of individuals who were
     not either (A) directors of the Borrower as of the
     corresponding date of the previous year, (B) selected or
     nominated to become directors by the Board of Directors of
     the Borrower of which a majority consisted of individuals
     described in clause (A), or (C) selected or nominated to
     become directors by the Board of Directors of the Borrower
     of which a majority consisted of individuals described in
     clause (A) and individuals described in clause (B).

then, and in every such event the Agent (i) shall if requested by
the Required Banks, by notice to the Borrower terminate the
Commitments and they shall thereupon terminate, and (ii) if
requested by the Required Banks, by notice to the Borrower
declare the Notes (together with accrued interest thereon), and
all other amounts payable hereunder and under the other Loan
Documents, to be, and the Notes (together with accrued interest
thereon), and all other amounts payable hereunder and under the
other Loan Documents shall thereupon become, immediately due and
payable without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower together
with interest at the Default Rate accruing on the principal
amount thereof from and after the date of such Event of Default;
provided that if any Event of Default specified in paragraph (g)
or (h) above occurs with respect to the Borrower, without any
notice to the Borrower or any other act by the Agent or the
Banks, the Commitments shall thereupon terminate and the Notes
(together with accrued interest thereon) and all other amounts
payable hereunder and under the other Loan Documents shall
automatically and without notice become immediately due and
payable without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower together
with interest thereon at the Default Rate accruing on the
principal amount thereof from and after the date of such Event of
Default.  Notwithstanding the foregoing, the Agent shall have
available to it all other remedies at law or equity, and shall
exercise any one or all of them at the request of the Required
Banks.

     Notwithstanding anything to the contrary in the preceding
paragraph, during the Clean-up Period, the Agent and the Banks
may not declare that an Event of Default has occurred, or
terminate the Commitments or declare the Loans to be due and
payable as a result solely of one or more Defaults insofar as
such Default or Defaults relate to or involve the Target
(excluding the Target's Debt, which shall be paid in accordance
with Section 5.25(b)); provided that the event or circumstance
giving rise to such Default, or the result of such Default, is
capable of being cured or remedied during the Clean-up Period;
and provided further, that the Agent and the Banks shall be
entitled to exercise any and all rights and remedies granted to
them hereunder and under the Loan Documents or at law or in
equity with respect to an occurrence or continuation of any such
Default or Event of Default after the expiration of the Clean-up
Period.

          SECTION 6.02. Notice of Default.  The Agent shall give
notice to the Borrower of any Default under Section 6.01(c)
promptly upon being requested to do so by any Bank and shall
thereupon notify all the Banks thereof.


                          ARTICLE VII

                           THE AGENT

          SECTION 7.01. Appointment; Powers and Immunities.  Each
Bank hereby irrevocably appoints and authorizes the Agent to act
as its agent hereunder and under the other Loan Documents with
such powers as are specifically delegated to the Agent by the
terms hereof and thereof, together with such other powers as are
reasonably incidental thereto.  The Agent: (a) shall have no
duties or responsibilities except as expressly set forth in this
Agreement and the other Loan Documents, and shall not by reason
of this Agreement or any other Loan Document be a trustee for any
Bank; (b) shall not be responsible to the Banks for any recitals,
statements, representations or warranties contained in this
Agreement or any other Loan Document, or in any certificate or
other document referred to or provided for in, or received by any
Bank under, this Agreement or any other Loan Document, or for the
validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document or any
other document referred to or provided for herein or therein or
for any failure by the Borrower to perform any of its obligations
hereunder or thereunder; (c) shall not be required to initiate or
conduct any litigation or collection proceedings hereunder or
under any other Loan Document except to the extent requested by
the Required Banks, and then only on terms and conditions
reasonably satisfactory to the Agent, and (d) shall not be
responsible for any action taken or omitted to be taken by it
hereunder or under any other Loan Document or any other document
or instrument referred to or provided for herein or therein or in
connection herewith or therewith, except for its own gross
negligence or wilful misconduct.  The Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence
or misconduct of any such agents or attorneys-in-fact selected by
it with reasonable care.  The provisions of this Article VII are
solely for the benefit of the Agent and the Banks, and the
Borrower shall not have any rights as a third party beneficiary
of any of the provisions hereof.  In performing its functions and
duties under this Agreement and under the other Loan Documents,
the Agent shall act solely as agent of the Banks and does not
assume and shall not be deemed to have assumed any obligation
towards or relationship of agency or trust with or for the
Borrower.  The duties of the Agent shall be ministerial and
administrative in nature, and the Agent shall not have by reason
of this Agreement or any other Loan Document a fiduciary
relationship in respect of any Bank.

          SECTION 7.02. Reliance by Agent.  The Agent shall be
entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telecopier,
telegram or cable) believed by it in good faith to be genuine and
correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal
counsel, independent accountants or other experts selected by the
Agent.  As to any matters not expressly provided for by this
Agreement or any other Loan Document, the Agent shall in all
cases be fully protected in acting, or in refraining from acting,
hereunder and thereunder in accordance with instructions signed
by the Required Banks, and such instructions of the Required
Banks in any action taken or failure to act pursuant thereto
shall be binding on all of the Banks.

          SECTION 7.03. Defaults.  The Agent shall not be deemed
to have knowledge of the occurrence of a Default or an Event of
Default (other than the nonpayment of principal of or interest on
the Loans) unless the Agent has received notice from a Bank or
the Borrower specifying such Default or Event of Default and
stating that such notice is a "Notice of Default." In the event
that the Agent receives such a notice of the occurrence of a
Default or an Event of Default, the Agent shall give prompt
notice thereof to the Banks.  The Agent shall give each Bank
prompt notice of each nonpayment of principal of or interest on
the Loans whether or not it has received any notice of the
occurrence of such nonpayment.  The Agent shall (subject to
Section 9.06) take such action hereunder with respect to such
Default or Event of Default as shall be directed by the Required
Banks, provided that, unless and until the Agent shall have
received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Banks.

          SECTION 7.04. Rights of Agent as a Bank and its
Affiliates.  With respect to the Loans made by the Agent and any
Affiliate of the Agent, the Agent in its capacity as a Bank
hereunder and any Affiliate of the Agent or such Affiliate,
Wachovia in its capacity as a Bank hereunder shall have the same
rights and powers hereunder as any other Bank and may exercise
the same as though it were not acting as the Agent, and the term
"Bank" or "Banks" shall, unless the context otherwise indicates,
include Wachovia in its individual capacity and any Affiliate of
the Agent in its individual capacity.  The Agent and any
Affiliate of the Agent may (without having to account therefor to
any Bank) accept deposits from, lend money to and generally
engage in any kind of banking, trust or other business with the
Borrower (and any of the Borrower's Affiliates) as if the Bank
were not acting as the Agent, and the Agent and any Affiliate of
the Agent may accept fees and other consideration from the
Borrower (in addition to any agency fees and arrangement fees
heretofore agreed to between the Borrower and the Agent) for
services in connection with this Agreement or any other Loan
Document or otherwise without having to account for the same to
the Banks.

          SECTION 7.05. Indemnification.  Each Bank severally
agrees to indemnify the Agent, to the extent the Agent shall not
have been reimbursed by the Borrower, ratably in accordance with
its Commitment, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses
(including, without limitation, counsel fees and disbursements)
or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of this Agreement or any other Loan
Document or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or
thereby (excluding, unless an Event of Default has occurred and
is continuing, the normal out-of-pocket administrative costs and
expenses incident to the performance of its agency duties
hereunder) or the enforcement of any of the terms hereof or
thereof or any such other documents; provided, however that no
Bank shall be liable for any of the foregoing to the extent they
arise from the gross negligence or wilful misconduct of the
Agent.  If any indemnity furnished to the Agent for any purpose
shall, in the opinion of the Agent, be insufficient or become
impaired, the Agent may call for additional indemnity and cease,
or not commence, to do the acts indemnified against until such
additional indemnity is furnished.

          SECTION 7.06  CONSEQUENTIAL DAMAGES.  THE AGENT SHALL
NOT BE RESPONSIBLE OR LIABLE TO ANY BANK, THE BORROWER OR ANY
OTHER PERSON OR ENTITY FOR ANY PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

          SECTION 7.07. Payee of Note Treated as Owner.  The
Agent may deem and treat the payee of any Note as the owner
thereof for all purposes hereof unless and until a written notice
of the assignment or transfer thereof shall have been filed with
the Agent and the provisions of Section 9.08(c) have been
satisfied.  Any requests, authority or consent of any Person who
at the time of making such request or giving such authority or
consent is the holder of any Note shall be  conclusive and
binding on any subsequent Transferee of that Note or of any Note
or Notes issued in exchange therefor or replacement thereof.

          SECTION 7.08. Nonreliance on Agent and Other Banks.
Each Bank agrees that it has, independently and without reliance
on the Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit
analysis of the Borrower and decision to enter into this
Agreement and that it will, independently and without reliance
upon the Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking
action under this Agreement or any of the other Loan Documents.
The Agent shall not be required to keep itself (or any Bank)
informed as to the performance or observance by the Borrower of
this Agreement or any of the other Loan Documents or any other
document referred to or provided for herein or therein or to
inspect the properties or books of the Borrower or any other
Person.  Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by
the Agent hereunder or under the other Loan Documents, the Agent
shall not have any duty or responsibility to provide any Bank
with any credit or other information concerning the affairs,
financial condition or business of the Borrower or any other
Person (or any of their Affiliates) which may come into the
possession of the Agent.

          SECTION 7.09. Failure to Act.  Except for action
expressly required of the Agent hereunder or under the other Loan
Documents, the Agent shall in all cases be fully justified in
failing or refusing to act hereunder and thereunder unless it
shall receive further assurances to its satisfaction by the Banks
of their indemnification obligations under Section 7.05 against
any and all liability and expense which may be incurred by the
Agent by reason of taking, continuing to take, or failing to take
any such action.

          SECTION 7.10. Resignation or Removal of Agent.  Subject
to the appointment and acceptance of a successor Agent as
provided below, the Agent may resign at any time by giving notice
thereof to the Banks and the Borrower and the Agent may be
removed at any time with or without cause by the Required Banks.
Upon any such resignation or removal, the Required Banks, with
the prior written consent of the Borrower (which shall not be
unreasonably withheld or delayed) shall have the right to appoint
a successor Agent.  If no successor Agent shall have been so
appointed by the Required Banks and shall have accepted such
appointment within 30 days after the retiring Agent's notice of
resignation or the Required Banks' removal of the retiring Agent,
then the retiring Agent may, with the prior written consent of
the Borrower (which shall not be unreasonably withheld or
delayed), on behalf of the Banks, appoint a successor Agent.  Any
successor Agent shall be a bank which has a combined capital and
surplus of at least $500,000,000.  Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder.  After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this
Article VII shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was
acting as the Agent hereunder.


                          ARTICLE VIII

             CHANGE IN CIRCUMSTANCES; COMPENSATION

          SECTION 8.01. Basis for Determining Interest Rate
Inadequate or Unfair.  If on or prior to the first day of any
Interest Period:

          (a)  the Agent determines that deposits in Dollars (in
     the applicable amounts) are not being offered in the
     relevant market for such Interest Period, or

          (b)  the Required Banks advise the Agent that the
     London Interbank Offered Rate or IBOR as determined by the
     Agent will not adequately and fairly reflect the cost to
     such Banks of funding the relevant type of Fixed Rate Loans
     for such Interest Period, the Agent shall forthwith give
     notice thereof to the Borrower and the Banks, whereupon
     until the Agent notifies the Borrower that the circumstances
     giving rise to such suspension no longer exist, the
     obligations of the Banks to make such type of Fixed Rate
     Loans specified in such notice shall be suspended.  Unless
     the Borrower notifies the Agent at least 2 Domestic Business
     Days before the date of any Borrowing of such type of Fixed
     Rate Loans for which a Notice of Borrowing has previously
     been given that it elects not to borrow on such date, such
     Borrowing shall instead be made as a Base Rate Borrowing.

          SECTION 8.02. Illegality.  If, after the date hereof,
the adoption of any applicable law, rule or regulation, or any
change therein or any existing or future law, rule or regulation,
or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof (any
such agency being referred to as an "Authority" and any such
event being referred to as a "Change  of Law"), or compliance by
any Bank (or its Lending Office) with any request or directive
(whether or not having the force of law) of any Authority shall
make it unlawful or impossible for any Bank (or its Lending
Office) to make, maintain or fund its Euro-Dollar Loans or
Foreign Currency Loans and such Bank shall so notify the Agent,
the Agent shall forthwith give notice thereof to the other Banks
and the Borrower, whereupon until such Bank notifies the Borrower
and the Agent that the circumstances giving rise to such
suspension no longer exist, the obligation of such Bank to make
Euro-Dollar Loans or Foreign Currency Loans, as the case may be,
shall be suspended. Before giving any notice to the Borrower
pursuant to this Section, such Bank shall designate a different
Lending Office if such designation will avoid the need for giving
such notice and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank.  If such Bank shall
determine that it may not lawfully continue to maintain and fund
any of its outstanding Euro-Dollar Loans or Foreign Currency
Loans, as the case may be, to maturity and shall so specify in
such notice, the Borrower shall immediately prepay in full the
then outstanding principal amount of each Euro-Dollar Loan or
Foreign Currency Loans, as the case may be, of such Bank,
together with accrued interest thereon and any amount due such
Bank pursuant to Section 8.05(a).  Concurrently with prepaying
each such Euro-Dollar Loan or Foreign Currency Loan, as the case
may be, the Borrower shall borrow a Base Rate Loan in an equal
principal amount from such Bank (on which interest and principal
shall be payable contemporaneously with the related Euro-Dollar
Loans or Foreign Currency Loans, as the case may be, of the other
Banks), and such Bank shall make such a Base Rate Loan.

          SECTION 8.03. Increased Cost and Reduced Return.  (a)
If after the date hereof, a Change of Law or compliance by the
Bank (or its Lending Office) with any request or directive
(whether or not having the force of law) of any Authority:

          (i)  shall impose, modify or deem applicable any
     reserve, special deposit or similar requirement (including,
     without limitation, any such requirement imposed by the
     Board of Governors of the Federal Reserve System, but
     excluding (A) with respect to any Euro-Dollar Loan any such
     requirement included in an applicable Euro-Dollar Reserve
     Percentage), and (B) with respect to any Foreign Currency
     Loan any such requirement included in the applicable
     Adjusted IBOR Rate) against assets of, deposits with or for
     the account of, or credit extended by, any Bank (or its
     Lending Office); or
          (ii)  shall impose on any Bank (or its Lending Office)
     or on the London interbank market any other condition
     affecting its Fixed Rate Loans, its Notes or its obligation
     to make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to
such Bank (or its Lending Office) of making or maintaining any
Fixed Rate Loan, or to reduce the amount of any sum received or
receivable by such Bank (or its Lending Office) under this
Agreement or under its Notes with respect thereto, by an amount
deemed by such Bank to be material, then, within 15 days after
demand by such Bank (with a copy to the Agent), the Borrower
shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction.

          (b)  If any Bank shall have determined that after the
date hereof the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof, or
compliance by such Bank (or its Lending Office) with any request
or directive regarding capital adequacy (whether or not having
the force of law) of any Authority, has or would have the effect
of reducing the rate of return on such Bank's capital as a
consequence of its obligations hereunder to a level below that
which such Bank could have achieved but for such adoption, change
or compliance (taking into consideration the Bank's policies with
respect to capital adequacy) by an amount deemed by the Bank to
be material, then from time to time, within 15 days after demand
by such Bank (with a copy to the Agent), the Borrower shall pay
to such Bank such additional amount or amounts as will compensate
such Bank for such reduction.

          (c)  Each Bank will promptly notify the Borrower and
the Agent of any event of which it has knowledge, occurring after
the date hereof, which will entitle such Bank to compensation
pursuant to this Section and will designate a different Lending
Office if such designation will avoid the need for, or reduce the
amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank.  A
certificate of any Bank claiming compensation under this Section
and setting forth the additional amount or amounts to be paid to
it hereunder shall be conclusive in the absence of manifest
error.  In determining such amount, any Bank may use any
reasonable averaging and attribution methods.

          (d)  Failure or delay on the part of any Bank to demand
compensation pursuant to this Section shall not constitute waiver
of such Bank's right to demand such compensation; provided that
the Borrower shall not be required to compensate any Bank
pursuant to this Section for any increased costs or reductions
incurred more that 120 days prior to the date that such Bank
notifies the Borrower of the Change of Law giving rise to such
increased costs or reductions and of such Bank's intention to
claim compensation therefor; provided, further, that if the
Change of Law giving rise to such increased costs or reductions
is retroactive, then the 120-day period referred to above shall
be extended to include the period of retroactive effect thereof.

          (e)  The provisions of this Section 8.03 shall be
applicable with respect to any Transferee, and any calculations
required by such provisions shall be made based upon the
circumstances of such Transferee.

          SECTION 8.04. Base Rate Loans Substituted for Affected
Fixed Rate Loans.  If (i) the obligation of any Bank to make or
maintain Fixed Rate Loans has been suspended pursuant to Section
8.02 or (ii) any Bank has demanded compensation under Section
8.03, and the Borrower shall, by at least 5 Fixed Rate Business
Days' prior notice to such Bank (with a copy to the Agent), have
elected that the provisions of this Section shall apply to such
Bank, then, unless and until such Bank notifies the Borrower
(with a copy to the Agent) that the circumstances giving rise to
such suspension or demand for compensation no longer apply:

     (a)  all Loans which would otherwise be made by such Bank as
Euro-Dollar Loans or Foreign Currency Loans, as the case may be,
shall be made instead either (A) as Base Rate Loans, (B) if such
suspension or demand for compensation relates to Euro-Dollar
Loans, but not Foreign Currency Loans, as Foreign Currency Loans,
or (C) if such demand for compensation relates to Foreign
Currency Loans, but not Euro-Dollar Loans, as Euro-Dollar Loans,
as the Borrower may elect in the notice to such Bank (with a copy
to the Agent) referred to hereinabove, and

          (b)  after each of its Euro-Dollar Loans or Foreign
Currency Loans, as the case may be, has been repaid, all payments
of principal which would otherwise be applied to repay such Fixed
Rate Loans shall be applied to repay its Base Rate Loans instead.

          SECTION 8.05. Compensation.  Upon the request of any
Bank, delivered to the Borrower and the Agent, the Borrower shall
pay to such Bank such amount or amounts as shall compensate such
Bank for any loss, cost or expense incurred by such Bank as a
result of:

          (a)  any payment or prepayment (pursuant to Section
2.09, 2.10, 6.01, 8.02 or otherwise) of a Fixed Rate Loan on a
date other than the last day of an Interest Period for such Loan;
or

          (b)  any failure by the Borrower to prepay a Fixed Rate
Loan on the date for such prepayment specified in the relevant
notice of prepayment hereunder; or

          (c)  any failure by the Borrower to borrow a Fixed Rate
Loan on the date for the Fixed Rate Borrowing specified in the
applicable Notice of Borrowing delivered pursuant to Section
2.02; or

          (d)  any failure by the Borrower to pay a Foreign
Currency Loan in the applicable Foreign Currency;

such compensation to include, without limitation, as applicable:
(A) an amount equal to the excess, if any, of (x) the amount of
interest which would have accrued on the amount so paid or
prepaid or not prepaid or borrowed for the period from the date
of such payment, prepayment or failure to prepay or borrow to the
last day of the then current Interest Period for such Fixed Rate
Loan (or, in the case of a failure to prepay or borrow, the
Interest Period for such Fixed Rate Loan which would have
commenced on the date of such failure to prepay or borrow) at the
applicable rate of interest for such Fixed Rate Loan provided for
herein over (y) the amount of interest (as reasonably determined
by such Bank) such Bank would have paid on (i) deposits in
Dollars of comparable amounts having terms comparable to such
period placed with it by leading banks in the London interbank
market (if such Fixed Rate Loan is a Euro-Dollar Loan), or (ii)
any deposit in a Foreign Currency of comparable amounts having
terms comparable to such period placed with it by lending banks
in the applicable interbank market for such Foreign Currency (if
such Fixed Rate Loan is a Foreign Currency Loan); or (B) any such
loss, cost or expense incurred by such Bank in liquidating or
closing out any foreign currency contract undertaken by such Bank
in funding or maintaining such Fixed Rate Loan (if such Fixed
Rate Loan is a Foreign Currency Loan).

          SECTION 8.06. Failure to Pay in Foreign Currency.  If
the Borrower is unable for any reason to effect payment of a
Foreign Currency Loan in the Foreign Currency as required by this
Agreement or if the Borrower shall default in the payment of a
Foreign Currency Loan, each Bank may, through the Agent, require
such payment to be made in Dollars in the Dollar Equivalent
amount of such payment; provided, however, with respect to any
Borrowing of any Foreign Currency which during the Interest
Period therefor has been replaced entirely by the Euro, such
Foreign Currency Borrowing may be repaid in Euros.  In any case
in which the Borrower shall make such payment in Dollars, the
Borrower agrees to hold the Banks harmless from any loss incurred
by the Banks arising from any change in the value of Dollars in
relation to the relevant Foreign Currency between the date such
payment became due and the date of payment thereof.

          SECTION 8.07. Judgment Currency.  If for the purpose of
obtaining judgment in any court or enforcing any such judgment it
is necessary to convert any amount due in any Foreign Currency
into any other currency (other than, with respect to any Foreign
Currency which has been replaced entirely by the Euro, a
conversion into Euros), the rate of exchange used shall be the
Agent's spot rate of exchange for the purchase of such Foreign
Currency with such other currency at the close of business on the
Fixed Rate Business Day preceding the date on which judgment is
given or any order for payment is made. The obligation of the
Borrower in respect of any amount due from it hereunder shall,
notwithstanding any judgment or order for a liquidated sum or
sums in respect of amounts due hereunder or under any judgment or
order in any other currency or otherwise be discharged only to
the extent that on the Fixed Rate Business Day following receipt
by the Agent of any payment in a currency other than the relevant
Foreign Currency the Agent is able (in accordance with normal
banking procedures) to purchase the relevant Foreign Currency
with such other currency.  If the amount of the relevant Foreign
Currency that the Agent is able to purchase with such other
currency is less than the amount due in the relevant Foreign
Currency, notwithstanding any judgment or order, the Borrower
agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Banks for the shortfall.


                          ARTICLE VIX
                         MISCELLANEOUS

          SECTION 9.01. Notices.  All notices, requests and other
communications to any party hereunder shall be in writing
(including telecopier or similar writing) and shall be given to
such party at its address or telecopier number set forth on the
signature pages hereof or such other address or telecopier number
as such party may hereafter specify for the purpose by notice to
each other party.  Each such notice, request or other
communication shall be effective (i) if given by telecopier, when
such telecopy is transmitted to the telecopier number specified
in this Section and the confirmation is received, (ii) if given
by mail, 72 hours after such communication is deposited in the
mails with first class postage prepaid, addressed as aforesaid or
(iii) if given by any other means, when delivered at the address
specified in this Section; provided that notices to the Agent
under Article II or Article VIII shall not be effective until
received.

          SECTION 9.02. No Waivers.  No failure or delay by the
Agent or any Bank in exercising any right, power or privilege
hereunder or under the Notes or other Loan Document shall operate
as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and
remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

          SECTION 9.03. Expenses; Documentary Taxes.  The
Borrower shall pay (i) all out-of-pocket expenses of the Agent,
including fees and disbursements of special counsel for the
Agent, in connection with the preparation of this Agreement and
the other Loan Documents, any waiver or consent hereunder or
thereunder or any amendment hereof or thereof or any Default or
alleged Default hereunder or thereunder and (ii) if a Default
occurs, all out-of-pocket expenses incurred by the Agent and the
Banks, including fees and disbursements of counsel, in connection
with such Default and collection and  other enforcement
proceedings resulting therefrom, including out-of-pocket expenses
incurred in enforcing this Agreement and the other Loan
Documents.  The Borrower shall indemnify the Agent and each Banks
against any transfer taxes, documentary taxes, assessments or
charges made by any Authority by reason of the execution and
delivery of this Agreement or the other Loan Documents ("Other
Taxes").

          SECTION 9.04. Indemnification.  The Borrower shall
indemnify the Agent, the Banks and each Affiliate thereof and
their respective directors, officers, employees and agents from,
and hold each of them harmless against, any and all losses,
liabilities, claims or damages to which any of them may become
subject, insofar as such losses, liabilities, claims or damages
arise out of or result from any actual or proposed use by the
Borrower of the proceeds of any extension of credit by any Bank
hereunder or breach by the Borrower of this Agreement or any
other Loan Document or from any investigation, litigation
(including, without limitation, any actions taken by the Agent or
any of the Banks to enforce this Agreement or any of the other
Loan Documents) or other proceeding (including, without
limitation, any threatened investigation or proceeding) relating
to the foregoing, and the Borrower shall reimburse the Agent and
each Bank, and each Affiliate thereof and their respective
directors, officers, employees and agents, upon demand for any
expenses (including, without limitation, legal fees) incurred in
connection with any such investigation or proceeding; but
excluding any such losses, liabilities, claims, damages or
expenses incurred by reason of the gross negligence or wilful
misconduct of the Person to be indemnified.  The provisions of
this Section 9.04 constitute a continuing agreement and shall
survive the termination of this Agreement and the payment in full
or cancellation of the Notes.

          SECTION 9.05. Setoff; Sharing of Setoffs.   (a) The
Borrower hereby grants to the Agent and each Bank a lien for all
indebtedness and obligations owing to them from the Borrower upon
all deposits or deposit accounts, of any kind, or any interest in
any deposits or deposit accounts thereof, now or hereafter
pledged, mortgaged, transferred or assigned to the Agent or any
such Bank or otherwise in the possession or control of the Agent
or any such Bank for any purpose for the account or benefit of
the Borrower and including any balance of any deposit account or
of any credit of the Borrower with the Agent or any such Bank,
whether now existing or hereafter established hereby authorizing
the Agent and each Bank at any time or times with or without
prior notice to apply such balances or any part thereof to such
of the indebtedness and obligations owing by the Borrower to the
Banks and/or the Agent then past due and in such amounts as they
may elect, and whether or not the collateral, if any, or the
responsibility of other Persons primarily, secondarily or
otherwise liable may be deemed adequate.  For the purposes of
this paragraph, all remittances and property shall be deemed to
be in the possession of the Agent or any such Bank as soon as the
same may be put in transit to it by mail or carrier or by other
bailee.

          (b)  Each Bank agrees that if it shall, by exercising
any right of setoff or counterclaim or resort to collateral
security or otherwise, receive payment of a proportion of the
aggregate amount of principal and interest owing with respect to
the Note held by it which is greater than the proportion received
by any other Bank in respect of the aggregate amount of all
principal and interest owing with respect to the Note held by
such other Bank, the Bank receiving such proportionately greater
payment shall purchase such participations in the Notes held by
the other Banks owing to such other Banks, and such other
adjustments shall be made, as may be required so that all such
payments of principal and interest with respect to the Notes held
by the Banks owing to such other Banks shall be shared by the
Banks pro rata; provided that (i) nothing in this Section shall
impair the right of any Bank to exercise any right of setoff or
counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other
than its indebtedness under the Notes, and (ii) if all or any
portion of such payment received by the purchasing Bank is
thereafter recovered from such purchasing Bank, such purchase
from each other Bank shall be rescinded and such other Bank shall
repay to the purchasing Bank the purchase price of such
participation to the extent of such recovery together with an
amount equal to such other Bank's ratable share (according to the
proportion of (x) the amount of such other Bank's required
repayment to (y) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable
by the purchasing Bank in respect of the total amount so
recovered.  The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a
participation in a Note, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of setoff or
counterclaim and other rights with respect to such participation
as fully as if such holder of a participation were a direct
creditor of the Borrower in the amount of such participation.
          SECTION 9.06. Amendments and Waivers. (a) Any provision
of this Agreement, the Notes, the Pledge Agreements, the
Subsidiary Guaranty or any other Loan Documents may be amended or
waived if, but only if, such amendment or waiver is in writing
and is signed by the Borrower and the Required Banks (and, if the
rights or duties of the Agent are affected thereby, by the
Agent); provided that, no such amendment or waiver shall, unless
signed by all Banks, (i) change the Commitment of any Bank or
subject any Bank to any additional obligation, (ii) change the
principal of or lower the rate of interest on any Loan or lower
any fees (other than fees payable to the Agent) hereunder, (iii)
change the date fixed for any payment of principal of or interest
on any Loan or any fees hereunder, (iv) change the amount of
principal, interest or fees due on any date fixed for the payment
thereof, (v) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the percentage
of Banks, which shall be required for the Banks or any of them to
take any action under this Section or any other provision of this
Agreement, (vi) change the manner of application of any payments
made under this Agreement or the Notes, (vii) release or
substitute all or any substantial part of the collateral (if any)
held as security for the Loans, (viii) release any Guarantor from
its obligations under the Subsidiary Guaranty or release any
other Guarantee given to support payment of the Loans, (ix)
amend, or waive any Event of Default under, any of Sections 2.08,
5.26, 6.01(a), or this Section 9.06(a).

          (b)  The Borrower will not solicit, request or
negotiate for or with respect to any proposed waiver or amendment
of any of the provisions of this Agreement except through the
Agent unless each Bank shall be informed thereof by the Borrower
and shall be afforded an opportunity of considering the same and
shall be supplied by the Borrower with sufficient information to
enable it to make an informed decision with respect thereto.
Executed or true and correct copies of any waiver or consent
effected pursuant to the provisions of this Agreement shall be
delivered by the Borrower to each Bank forthwith following the
date on which the same shall have been executed and delivered by
the requisite percentage of Banks.  The Borrower will not,
directly or indirectly, pay or cause to be paid any remuneration,
whether by way of supplemental or additional interest, fee or
otherwise, to any Bank (in its capacity as such) as consideration
for or as an inducement to the entering into by such Bank of any
waiver or amendment of any of the terms and provisions of this
Agreement unless such remuneration is concurrently paid, on the
same terms, ratably to all such Banks.

          SECTION 9.07. No Margin Stock Collateral.  Each of the
Banks represents to the Agent and each of the other Banks that it
in good faith is not, directly or indirectly (by negative pledge
or otherwise), relying upon any Margin Stock as collateral in the
extension or maintenance of the credit provided for in this
Agreement.

          SECTION 9.08. Successors and Assigns.  (a)  The
provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors
and assigns; provided that the Borrower may not assign or
otherwise transfer any of its rights under this Agreement.

          (b)  Any Bank may at any time sell to one or more
Persons (each a "Participant") participating interests in any
Loan owing to the Bank, any Notes held by such Bank, any
Commitment hereunder or any other interest of such Bank
hereunder.  In the event of any such sale by a Bank of a
participating interest to a Participant, such Bank's obligations
under this Agreement shall remain unchanged, such Bank shall
remain solely responsible for the performance thereof, such Bank
shall remain the holder of any such Notes for all purposes under
this Agreement, and the Borrower shall continue to deal solely
and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement. In no event shall a Bank
that sells a participation be obligated to the Participant to
take or refrain from taking any action hereunder except that such
Bank may agree that it will not (except as provided below),
without the consent of the Participant, agree to (i) the change
of any regularly scheduled date for the payment of principal of
or interest on the related loan or loans, (ii) the change of the
amount of any principal, interest or fees due on any date fixed
for the payment thereof with respect to the related loan or
loans, (iii) the change of the principal of the related loan or
loans, (iv) any change in the rate at which either interest is
payable thereon or (if the Participant is entitled to any part
thereof) fee is payable hereunder from the rate at which the
Participant is entitled to receive interest or fee (as the case
may be) in respect of such participation, (v) the release or
substitution of all or any substantial part of the collateral (if
any) held as security for the Loans (other than the release of
any such collateral of a Subsidiary that is sold in accordance
with Section 5.05), or (vi) the release of any Guarantor from its
obligations under the Subsidiary Guaranty or the release any
other Guarantee given to support payment of the Loans (other than
a Guarantor that is sold, or a Guarantee of a Subsidiary that is
sold, in accordance with Section 5.05).  Each Bank selling a
participating interest in any Loan, Note, Commitment or other
interest under this Agreement shall, within 10 Domestic Business
Days of such sale, provide the Borrower and the Agent with
written notification stating that such sale has occurred and
identifying the Participant and the interest purchased by such
Participant. The Borrower agrees that each Participant shall be
entitled to the benefits of Article VIII with respect to its
participation in Loans outstanding from time to time.

          (c)   Any Bank may at any time assign to one or more
banks or financial institutions (each an "Assignee") all, or in
the case of its Loans and Commitments, a proportionate part of
all its Loans and Commitments, of its rights and obligations
under this Agreement, the Notes and the other Loan Documents, and
such Assignee shall assume all such rights and obligations,
pursuant to an Assignment and Acceptance, executed by such
Assignee, such transferor Bank and the Agent (and, in the case of
an Assignee that is not then a Bank or an Affiliate of a Bank,
subject to clause (iii) below, by the Borrower); provided that
(i) no interest may be sold by a Bank pursuant to this paragraph
(c) unless the Assignee shall agree to assume ratably equivalent
portions of the transferor Bank's Commitment, (ii) if a Bank is
assigning only a portion of its Commitment to an Assignee that is
not then a Bank or an Affiliate of a Bank, then the amount of the
Commitment being assigned (determined as of the effective date of
the assignment) shall be in an amount not less than $5,000,000
and (iii) except during the continuance of a Default, no interest
may be sold by a Bank pursuant to this paragraph (c) to any
Assignee that is not then a Bank or an Affiliate of a Bank
without the consent of the Borrower and the Agent, which consent
shall not be unreasonably withheld.   Upon (A) execution of the
Assignment and Acceptance by such transferor Bank, such Assignee,
the Agent and (if applicable) the Borrower, (B) delivery of an
executed copy of the Assignment and Acceptance to the Borrower
and the Agent, (C) payment by such Assignee to such transferor
Bank of an amount equal to the purchase price agreed between such
transferor Bank and such Assignee, and (D) payment of a
processing and recordation fee of $3,500 to the Agent, such
Assignee shall for all purposes be a Bank party to this Agreement
and shall have all the rights and obligations of a Bank under
this Agreement to the same extent as if it were an original party
hereto with a Commitment as set forth in such instrument of
assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further
consent or action by the Borrower, the Banks or the Agent shall
be required.  Upon the consummation of any transfer to an
Assignee pursuant to this paragraph (c), the transferor Bank, the
Agent and the Borrower shall make appropriate arrangements so
that, if required, a new Note is issued each of such Assignee and
such transferor Bank and such transferor Bank.

          (d)  Subject to the provisions of Section 9.09, the
Borrower authorizes each Bank to disclose to any Transferee and
any prospective Transferee any and all financial information in
such Bank's possession concerning the Borrower which has been
delivered to such Bank by the Borrower or the Agent pursuant to
this Agreement or which has been delivered to such Bank by the
Borrower or the Agent in connection with such Bank's credit
evaluation prior to entering into this Agreement.

          (e)  No Transferee shall be entitled to receive any
greater payment under Section 8.03 than the transferor Bank would
have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's
prior written consent or by reason of the provisions of Section
8.02 or 8.03 requiring such Bank to designate a different Lending
Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

          (f)  Anything in this Section 9.08 to the contrary
notwithstanding, any Bank may assign and pledge all or any
portion of the Loans and/or obligations owing to it to any
Federal Reserve Bank or the United States Treasury as collateral
security pursuant to Regulation A of the Board of Governors of
the Federal Reserve System and any Operating Circular issued by
such Federal Reserve Bank, provided that any payment in respect
of such assigned Loans and/or obligations made by the Borrower to
the assigning and/or pledging Bank in accordance with the terms
of this Agreement shall satisfy the Borrower's obligations
hereunder in respect of such assigned Loans and/or obligations to
the extent of such payment.  No such assignment shall release the
assigning and/or pledging Bank from its obligations hereunder.

          SECTION 9.09. Confidentiality. Each Bank agrees to
exercise commercially reasonable efforts to keep any information
delivered or made available by the Borrower (either directly or
through the Agent) to it which pertains to the financial
condition, operations, business or properties of the Borrower and
its Subsidiaries, or which constitutes other information which is
clearly indicated to be confidential information, confidential
from anyone other than persons employed or retained by such Bank
who are or are expected to become engaged in evaluating,
approving, structuring or administering the Loans; provided that
nothing herein shall prevent any Bank from disclosing such
information (i) to any other Bank, (ii) upon the order of any
court or administrative agency, (iii) upon the request or demand
of any regulatory agency or authority having jurisdiction over
such Bank, (iv) which has been publicly disclosed, (v) to the
extent reasonably required in connection with any litigation to
which the Agent, any Bank or their respective Affiliates may be a
party, (vi) to the extent reasonably required in connection with
the exercise of any remedy hereunder, (vii) to such Bank's legal
counsel and independent auditors and (viii) to any actual or
proposed Participant or other Transferee of all or part of its
rights hereunder which has agreed in writing to be bound by the
provisions of this Section 9.09; provided that should disclosure
of any such confidential information be required by virtue of
clause (i) of the immediately preceding sentence, to the extent
permitted by law, the relevant Bank shall promptly notify the
Borrower of same so as to allow the Borrower to seek a protective
order or to take any other appropriate action; provided, further,
that, no Bank shall be required to delay compliance with any
directive to disclose any such information so as to allow the
Borrower to effect any such action.

          SECTION 9.10. Representation by the Banks.  Each Bank
hereby represents that it is a commercial lender or financial
institution which makes loans in the ordinary course of its
business and that it will make its Loans hereunder for its own
account in the ordinary course of such business; provided that,
subject to Section 9.08, the disposition of the Notes held by the
Bank shall at all times be within its exclusive control.

          SECTION 9.11. Obligations Several.  The obligations of
each Bank hereunder are several, and no Bank shall be responsible
for the obligations or commitment of any other Bank hereunder.
Nothing contained in this Agreement and no action taken by the
Banks pursuant hereto shall be deemed to constitute the Banks to
be a partnership, an association, a joint venture or any other
kind of entity.  The amounts payable at any time hereunder to
each Bank shall be a separate and independent debt, and each Bank
shall be entitled to protect and enforce its rights arising out
of this Agreement or any other Loan Document and it shall not be
necessary for any other Bank to be joined as an additional party
in any proceeding for such purpose.

          SECTION 9.12. Georgia Law.  This Agreement and each
Notes shall be construed in accordance with and governed by the
laws of the State of Georgia.

          SECTION 9.13. Severability.  In case any one or more of
the provisions contained in this Agreement, the Notes, the Pledge
Agreements, the Subsidiary Guaranty or any of the other Loan
Documents should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in
any way be affected or impaired thereby and shall be enforced to
the greatest extent permitted by law.

          SECTION 9.14. Interest.  In no event shall the amount
of interest, and all charges, amounts or fees contracted for,
charged or collected pursuant to this Agreement, the Notes or the
other Loan Documents and deemed to be interest under applicable
law (collectively, "Interest") exceed the highest rate of
interest allowed by applicable law (the "Maximum Rate"), and in
the event any such payment is inadvertently received by any Bank,
then the excess sum (the "Excess") shall be credited as a payment
of principal, unless the Borrower shall notify such Bank in
writing that it elects to have the Excess returned forthwith.  It
is the express intent hereof that the Borrower not pay and the
Banks not receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may legally be paid
by the Borrower under applicable law.  The right to accelerate
maturity of any of the Loans does not include the right to
accelerate any interest that has not otherwise accrued on the
date of such acceleration, and the Banks do not intend to collect
any unearned interest in the event of any such acceleration.  All
monies paid to the Agent or the Banks hereunder or under the
Notes or the other Loan Documents, whether at maturity or by
prepayment, shall be subject to rebate of unearned interest as
and to the extent required by applicable law.  By the execution
of this Agreement, the Borrower covenants, to the fullest extent
permitted by law, that (i) the credit or return of any Excess
shall constitute the acceptance by the Borrower of such Excess,
and (ii) the Borrower shall not seek or pursue any other remedy,
legal or equitable, against the Agent or any Bank, based in whole
or in part upon contracting for charging or receiving any
Interest in excess of the Maximum Rate.  For the purpose of
determining whether or not any Excess has been contracted for,
charged or received by the Agent or any Bank, all interest at any
time contracted for, charged or received from the Borrower in
connection with this Agreement, the Notes or any of the other
Loan Documents shall, to the extent permitted by applicable law,
be amortized, prorated, allocated and spread in equal parts
throughout the full term of the Commitments.  The Borrower, the
Agent and each Bank shall, to the maximum extent permitted under
applicable law, (i) characterize any non-principal payment as an
expense, fee or premium rather than as Interest and (ii) exclude
voluntary prepayments and the effects thereof.  The provisions of
this Section shall be deemed to be incorporated into the Notes
and each of the other Loan Documents (whether or not any
provision of this Section is referred to therein).  All such Loan
Documents and communications relating to any Interest owed by the
Borrower and all figures set forth therein shall, for the sole
purpose of computing the extent of obligations hereunder and
under the Notes and the other Loan Documents be automatically
recomputed by the Borrower, and by any court considering the
same, to give effect to the adjustments or credits required by
this Section.

          SECTION 9.15. Interpretation.  No provision of this
Agreement or any of the other Loan Documents shall be construed
against or interpreted to the disadvantage of any party hereto by
any court or other governmental or judicial authority by reason
of such party having or being deemed to have structured or
dictated such provision.

          SECTION 9.16. Waiver of Jury Trial; Consent to
Jurisdiction.  The Borrower (a) and each of the Banks and the
Agent irrevocably waives, to the fullest extent permitted by law,
any and all right to trial by jury in any legal proceeding
arising out of this Agreement, any of the other Loan Documents,
or any of the transactions contemplated hereby or thereby,
(b) submits to the nonexclusive personal jurisdiction in the
State of Georgia, the courts thereof and the United States
District Courts sitting therein, for the enforcement of this
Agreement, the Notes and the other Loan Documents, (c) waives any
and all personal rights under the law of any jurisdiction to
object on any basis (including, without limitation, inconvenience
of forum) to jurisdiction or venue within the State of Georgia
for the purpose of litigation to enforce this Agreement, the
Notes or the other Loan Documents, and (d) agrees that service of
process may be made upon it in the manner prescribed in Section
9.01 for the giving of notice to the Borrower.  Nothing herein
contained, however, shall prevent the Agent or any Bank from
bringing any action or exercising any rights against any security
and against the Borrower personally, and against any assets of
the Borrower, within any other state or jurisdiction.

          SECTION 9.17. Counterparts.  This Agreement may be
signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.

          SECTION 9.18. Source of Funds -- ERISA. Each of the
Banks hereby severally (and not jointly) hereby represents to the
Borrower that no part of the funds to be used by such Bank to
fund the Loans hereunder from time to time constitutes (i) assets
allocated to any separate account maintained by such Bank in
which any employee benefit plan (or its related trust) has any
interest nor (ii) any other assets of any employee benefit plan.
As used in this Section, the terms "employee benefit plan" and
"separate account" shall have the respective meanings assigned to
such terms in Section 3 of ERISA.







       [Signatures are contained on the following pages.]

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, under seal, by their respective
authorized officers as of the day and year first above written.


                              GERBER SCIENTIFIC, INC.      (SEAL)


                              By:
                                   --------------------------
                                   Gary K. Bennett
                                   Senior Vice President and
                                   Chief Financial Officer

                              Gerber Scientific, Inc.
                              83 Gerber Road West
                              South Windsor, Connecticut 06074
                              Attention: Chief Financial
Officer
                              Telecopier number: 860-644-7948
                              Confirmation number: 860-648-8004


COMMITMENTS                   WACHOVIA BANK, N.A.,
                              as Agent and as a Bank
                                                           (SEAL)

$45,000,000                   By:
                                   ---------------------
                                   Jeffrey S. Nurkiewicz
                                   Vice President

                              Lending Office
                              Wachovia Bank, N.A.
                              191 Peachtree Street, N.E.
                              Atlanta, Georgia 30303-1757
                              Attention: Syndications Group
                              Telecopier number:   404-332-6898
                              Confirmation number: 404-332-1288

                              BANKBOSTON, N.A.,
                              as a Bank
                                                           (SEAL)

$35,000,000                   By:
                                   -------------------------
                                   Name:
                                   Title:

                              Lending Office
                              BankBoston, N.A.
                              100 Federal Street, MS 01-10-02
                              Boston, Massachusetts 02110
                              Attention: Mr. Harvey H. Thayer, Jr.
Facsimile:                    617-434-0601
                              Telephone:     617-434-1996

                              FLEET NATIONAL BANK,
                              as a Bank
                                                           (SEAL)

$35,000,000                   By:
                                   ------------------------
                                   Name:
                                   Title:

                              Lending Office
                              Fleet National Bank
                              777 Main Street - CTM0824B
                              Hartford, Connecticut  06115
                              Attention: Ms. Marlene Haddad
                              Facsimile:     860-986-5754
                              Telephone:     860-986-5764

                              ABN AMRO BANK, N.V.,
                              as a Bank
                                                           (SEAL)

$17,500,000                   By:
                                   ----------------------------
                                   Name:
                                   Title:

                              By:
                                   ----------------------------
                                   Name:
                                   Title:

                              Lending Office
                              ABN AMRO Bank N.V.
                              1 Post Office Square-39th Floor
                              Boston, Massachusetts 02109
                              Attention: Mr. James S. Adelsheim
                              Facsimile:     617-988-7910
                              Telephone:     617-988-7930

                              FIRST UNION NATIONAL BANK,
                              as a Bank
                                                           (SEAL)
$17,500,000                   By:
                                   -------------------------
                                   Name:
                                   Title:


                              Lending Office
                              First Union National Bank
                              300 Main Street-CT2016
                              Stamford, Connecticut 06904
                              Attention: Mr. James McKenna
                              Facsimile:     203-406-6521
                              Telephone:     203-406-6461


                              HARRIS TRUST AND SAVINGS BANK,
                              as a Bank
                                                           (SEAL)

$17,500,000                   By:
                                   ----------------------------
                                   Name:
                                   Title:

                              Lending Office
                              Harris Trust and Savings Bank
                              111 West Monroe Street, Floor 10W
                              Chicago, Illinois 60603
                              Attention: Mr. Peter Krawchuk
                              Facsimile:     312-461-5225
                              Telephone:     312-461-2783


                              STATE STREET BANK AND TRUST COMPANY,
                              as a Bank
                                                           (SEAL)

$17,500,000                   By:
                                   ----------------------------
                                   Name:
                                   Title:

                              Lending Office
                              State Street Bank and Trust Company
                              Large Corporate Department, MAO/2
                              225 Franklin Street
                              Boston, Massachusetts 02110-2804
                              Attention: Ms. Lise Anne Boutiette
                              Facsimile:     617-664-6527
                              Telephone:     617-664-3262

                              BANQUE NATIONALE DE PARIS,
                              as a Bank
                                                           (SEAL)

$10,000,000                   By:
                                   ----------------------------
                                   Name:
                                   Title:

                              By:
                                   ----------------------------
                                   Name:
                                   Title:

                              Lending Office
                              Banque Nationale de Paris
                              499 Park Avenue, 9th Floor
                              New York, New York 10022-1276
                              Attention: Ms. Gwendolynn Abbott
                              Facsimile:     212-415-9606
                              Telephone:     212-415-9665

                              BANK OF TOKYO-MITSUBISHI TRUST
                              COMPANY, as a Bank
                                                           (SEAL)

$10,000,000                   By:
                                   ---------------------------
                                   Name:
                                   Title:

                              Lending Office
                              Bank of Tokyo-Mitsubishi
                                    Trust Company
                              U.S. Corporate Banking Division
                              1251 Avenue of the Americas
                              New York, New York 10020-1104
                              Attention: Mr. William J. Darby
                              Facsimile:     212-782-6440
                              Telephone:     212-782-4221

                              THE CHASE MANHATTAN BANK,
                              as a Bank
                                                           (SEAL)

$10,000,000                   By:
                                   ----------------------------
                                   Name:
                                   Title:

                              Lending Office
                              The Chase Manhattan Bank
                              999 Broad Street
                              Bridgeport, Connecticut 06604
                              Attention: Mr. John A. Francis
                              Facsimile:     203-784-3838
                              Telephone:     860-633-7799

                              MELLON BANK, N.A.,
                              as a Bank
                                                           (SEAL)

$10,000,000                   By:
                                   ----------------------------
                                   Name:
                                   Title:

                              Lending Office
                              Mellon Bank, N.A.
                              Three Mellon Bank Center
                              12th Floor
                              Pittsburgh, Pennsylvania 15259
                              Attention: Ms. Alice Sejka
                              Facsimile:     412-209-6151
                              Telephone:     412-234-8161

                              MERITA BANK LTD, New York Branch,
                              as a Bank
                                                           (SEAL)

$10,000,000                   By:
                                   ----------------------------
                                   Name:
                                   Title:

                              By:
                                   ----------------------------
                                   Name:
                                   Title:


                              Lending Office
                              Merita Bank Ltd, New York Branch
                              437 Madison Avenue
                              New York, New York 10022
                              Attention: Mr. William Keller
                              Facsimile:     212-421-4420
                              Telephone:     212-318-9317


TOTAL COMMITMENTS:

$235,000,000

                                                      EXHIBIT A-1


                    FORM OF DOLLAR LOAN NOTE

                        Atlanta, Georgia
                          May 15, 1998


          For value received, GERBER SCIENTIFIC, INC., a
Connecticut corporation (the "Borrower"), promises to pay to the
order of ____________________________, a ______________(the
"Bank"), for the account of its Lending Office, the principal sum
of _____________________ AND NO/100 DOLLARS ($__________), or
such lesser amount as shall equal the unpaid principal amount of
each Loan made by the Bank to the Borrower pursuant to the Credit
Agreement referred to below, on the dates and in the amounts
provided in the Credit Agreement.  The Borrower promises to pay
interest on the unpaid principal amount of this Dollar Loan Note
on the dates and at the rate or rates provided for Dollar Loans
in the Credit Agreement.  Interest on any overdue principal of
and, to the extent permitted by law, overdue interest on the
principal amount hereof shall bear interest at the Default Rate,
as provided for in the Credit Agreement.  All such payments of
principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at
the office of Wachovia Bank, N.A., 191 Peachtree Street, N.E.,
Atlanta, Georgia 30303-1757, or such other address as may be
specified from time to time pursuant to the Credit Agreement.

          All Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto,
and all repayments of the principal thereof shall be recorded by
the Bank and, prior to any transfer hereof, endorsed by the Bank
on the schedule attached hereto, or on a continuation of such
schedule attached to and made a part hereof; provided that the
failure of the Bank to make any such recordation or endorsement
shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

          This Dollar Loan Note is one of the Dollar Loan Notes
referred to in the Credit Agreement dated as of May 15, 1998
among the Borrower, the Banks listed on the signature pages
thereof and Wachovia Bank, N.A., as Agent (as the same may be
amended and modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement are used herein with the
same meanings.  Reference is made to the Credit Agreement for
provisions for the optional and mandatory prepayment and the
repayment hereof and the acceleration of the maturity hereof, as
well as the obligation of the Borrower to pay all costs of
collection, including reasonable attorneys fees, in the event
this Dollar Loan Note is collected by law or through an attorney
at law.

          The Borrower hereby waives presentment, demand,
protest, notice of demand, protest and nonpayment and any other
notice required by law relative hereto, except to the extent as
otherwise may be expressly provided for in the Credit Agreement.
          IN WITNESS WHEREOF, the Borrower has caused this Dollar
Loan Note to be duly executed, under seal, by its duly authorized
officer as of the day and year first above written.


                             GERBER SCIENTIFIC, INC.    (SEAL)


                             By:
                                  -----------------------------
                                  Gary K. Bennett
                                  Senior Vice President and
                                  Chief Financial Officer

                   Dollar Loan Note (cont'd)


        LOANS AND PAYMENTS OF PRINCIPAL
          Base Rate
          or Euro-              Amount of
          Dollar     Amount of  Principal  Maturity  Notation
Date      Loan       Loan       Repaid     Date      Made By

-----------------------------------------------------------------

-----------------------------------------------------------------

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                                                      EXHIBIT A-2


               FORM OF FOREIGN CURRENCY LOAN NOTE

                        Atlanta, Georgia
                          May 15, 1998


          For value received, GERBER SCIENTIFIC, INC., a
Connecticut corporation (the "Borrower"), promises to pay to the
order of ______________________________________________, a
_______________ (the "Bank"), for the account of its Lending
Office, the outstanding principal amount of the Foreign Currency
Loans made by the Bank to the Borrower as Foreign Currency Loans
pursuant to the Credit Agreement referred to below, on the dates
and in the amounts provided in the Credit Agreement.  The
Borrower promises to pay interest on the unpaid principal amount
of this Note on the dates and at the rate or rates provided for
Foreign Currency Loans in the Credit Agreement.  Interest on any
overdue principal of and, to the extent permitted by law, overdue
interest on the principal amount hereof shall bear interest at
the Default Rate, as provided for in the Credit Agreement.  All
such payments of principal and interest shall be made in lawful
money of the applicable Foreign Currency in immediately available
funds at the office of Wachovia Bank, N.A., 191 Peachtree Street,
N.E., Atlanta, Georgia 30303-1757, or such other address as may
be specified from time to time pursuant to the Credit Agreement.

          All Foreign Currency Loans made by the Bank, the
respective maturities thereof, the interest rates from time to
time applicable thereto, and all repayments of the principal
thereof shall be recorded by the Bank and, prior to any transfer
hereof, endorsed by the Bank on the schedule attached hereto, or
on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such
recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.

          This Note is one of the Foreign Currency Loan Notes
referred to in the Credit Agreement dated as of May 15, 1998
among the Borrower, the Banks listed on the signature pages
thereof and Wachovia Bank, N.A., as Agent (as the same may be
amended and modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement are used herein with the
same meanings.  Reference is made to the Credit Agreement for
provisions for the optional and mandatory prepayment and the
repayment hereof and the acceleration of the maturity hereof, as
well as the obligation of the Borrower to pay all costs of
collection, including reasonable attorneys fees, in the event
this Foreign Currency Loan Note is collected by law or through an
attorney at law.

          The Borrower hereby waives presentment, demand,
protest, notice of demand, protest and nonpayment and any other
notice required by law relative hereto, except to the extent as
otherwise may be expressly provided for in the Credit Agreement.

          IN WITNESS WHEREOF, the Borrower has caused this
Foreign Currency Loan Note to be duly executed, under seal, by
its duly authorized officer as of the day and year first above
written.

                              GERBER SCIENTIFIC, INC.    (SEAL)

                              By:
                                   ---------------------------
                                   Gary K. Bennett
                                   Senior Vice President and
                                   Chief Financial Officer

              Foreign Currency Loan Note (cont'd)

           SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                               TO

                     NOTE OF _______________
                       DATED May 15, 1998


             Principal
             Amount of   Maturity of   Principal
              Loan and     Interest      Amount      Unpaid
   Date       Currency      Period        Paid       Balance
   ----       --------   -----------   ---------     -------



                                                        Exhibit B

[NOTE:  PORTIONS OF THE FOLLOWING OPINION (PARTICULARLY AS TO
CORPORATE MATTERS) WILL BE GIVEN BY RICHARD F. TREACY, JR., ESQ.,
GENERAL COUNSEL OF THE BORROWER, AND THE OTHER PORTIONS WILL BE
GIVEN BY CRAVATH, SWAINE & MOORE]


                           OPINION OF
          COUNSEL FOR THE BORROWER AND THE GUARANTORS


                                        May 15, 1998

To the Banks and the Agent
Referred to Below
c/o Wachovia Bank, N.A.,
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attn: Syndications Group

Dear Sirs:

          We have acted as counsel for Gerber Scientific, Inc, a
Connecticut corporation (the "Borrower"), and for Gerber
Technology, Inc., a Connecticut corporation, Gerber Scientific
Products, Inc, a Connecticut corporation and Gerber Coburn
Optical, Inc., a Delaware corporation (each a "Guarantor" and
collectively the "Guarantors") in connection with the Credit
Agreement (the "Credit Agreement") dated as of May 15, 1998 among
the Borrower, the banks listed on the signature pages thereof,
and Wachovia Bank, N.A., as Agent.  Terms defined in the Credit
Agreement are used herein as therein defined.

          We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact
and law as we have deemed necessary or advisable for purposes of
this opinion.  We have assumed for purposes of our opinions set
forth below that the execution and delivery of the Credit
Agreement by each Bank and the Agent has been duly authorized by
each Bank and the Agent.

          Upon the basis of the foregoing, we are of the opinion
that:

          1.   The Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of
Connecticut and has all corporate powers required to carry on its
business as now conducted.

          2.   The execution, delivery and performance by the
Borrower of the Credit Agreement, the Notes, and the Pledge
Agreements (i) are within the Borrower's corporate powers, (ii)
have been duly authorized by all necessary corporate action,
(iii) require no action by  or in respect of, or filing with, any
governmental body, agency or official, except such as have been
obtained or made and are in full force and effect, (iv) do not
contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of
incorporation or by-laws of the Borrower or of any agreement,
judgment, injunction, order, decree or other instrument which to
our knowledge is binding upon the Borrower and (v) to our
knowledge, except as provided in the Credit Agreement and the
Pledge Agreements, do not result in the creation or imposition of
any Lien on any asset of the Borrower or any of its Subsidiaries.

          3.   Each of the Credit Agreement and the Pledge
Agreements constitutes a valid and binding agreement of the
Borrower, enforceable against the Borrower in accordance with its
terms, and the Notes constitute valid and binding obligations of
the Borrower, enforceable in accordance with their respective
terms, except as such enforceability may be limited by: (i)
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights generally and (ii)
general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

          4.   Each Guarantor is a corporation duly incorporated,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all corporate powers
required to carry on its business as now conducted.

          5.   The execution, delivery and performance by each
Guarantor of the Subsidiary Guaranty and the Pledge Agreements
(i) are within such Guarantor's corporate powers, (ii) have been
duly authorized by all necessary corporate action, (iii) require
no action by  or in respect of, or filing with, any governmental
body, agency or official, except such as have been obtained or
made and are in full force and effect, (iv) do not contravene, or
constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of
such Guarantor or of any agreement, judgment, injunction, order,
decree or other instrument which to our knowledge is binding upon
such Guarantor and (v) to our knowledge, except as provided in
the Credit Agreement, do not result in the creation or imposition
of any Lien on any asset of the Borrower or any of its
Subsidiaries.

          6.   Each of the Subsidiary Guaranty and the Pledge
Agreements constitutes a valid and binding agreement of each of
the Guarantors, enforceable against the Borrower in accordance
with its terms, except as such enforceability may be limited by:
(i) bankruptcy, insolvency, reorganization, moratorium or other
laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

          7.   To our knowledge, there is no action, suit or
proceeding pending, or threatened, against or affecting the
Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which
there is a reasonable possibility of an adverse decision which
could materially adversely affect the business, consolidated
financial position or consolidated results of operations of the
Borrower and its Consolidated Subsidiaries, considered as a
whole, or which in any manner questions the validity or
enforceability of the Credit Agreement or any Notes.

          8.   Each of the Borrower's Subsidiaries is a
corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its
business as now conducted.

          9.   Neither the Borrower nor any of its Subsidiaries
is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

          10.  Neither the Borrower nor any of its Subsidiaries
is a "holding company" as defined in the Public Utility Holding
Company Act of 1935, as amended.

          11.  The choice of Georgia law to govern the Credit
Agreement, the Notes, the Subsidiary Guaranty, the Pledge
Agreements and the other Loan Documents in which such choice is
stipulated is a valid and effective choice of law under the laws
of the State of New York, and adherence to existing judicial
precedents generally would require a court sitting in the State
of New York to abide by such choice of law, unless a fundamental
policy of the State of New York would be violated.  We are not
aware of any provision of the Credit Agreement, the Notes, the
Subsidiary Guaranty, the Pledge Agreements or the other Loan
Documents that would violate a fundamental policy of the State of
New York.

          The foregoing opinions expressed in paragraphs 3 and 6
are subject to the following qualifications: (i) certain
provisions of the Pledge Agreements are or may be unenforceable
in whole or part under the laws of the State of New York, but the
inclusion of such provisions does not affect the validity of the
Pledge Agreements, and each of the Pledge Agreements contains
adequate provisions for the practical realization of the
principal rights and benefits intended to be afforded thereby,
(ii) insofar as provisions contained in the Credit Agreement, the
Note, the Pledge Agreements and the Subsidiary Guaranty provide
for indemnification, the enforceability thereof may be limited by
public policy considerations and (iii) we express no opinion as
to the effect of the laws of any jurisdiction other than the
State of New York where any lender may be located or where
enforcement of the Credit Agreement, the Note, the Pledge
Agreements or the Subsidiary Guaranty may be sought that limits
the rates of interest legally chargeable or collectible.

          Furthermore, we express no opinion herein as to (i)
Section 9.16(b) of the Credit Agreement insofar as such Section
relates to the subject matter jurisdiction of the State of
Georgia, the courts thereof and the United States District Courts
sitting therein to adjudicate any controversy related to the
Credit Agreement, the Note, the Pledge Agreements and the
Subsidiary Guaranty and (ii) the waiver of an inconvenient forum
set forth in Section 9.16(c) of the Credit Agreement.

          [I am a member] [We are members] of the bar of the
State of [__________][New York] and the foregoing opinion is
limited to the laws of the State of [_________] [New York] and
the Federal laws of the United States of America.  [I] [We] note
that the Credit Agreement is governed by the laws of the State of
Georgia and, for purposes of the opinions expressed in paragraphs
2 and 5 above, [I] [we] have assumed that (i) each of the Credit
Agreement, the Subsidiary Guaranty and the Pledge Agreements
conforms to the requirements of the laws of the State of Georgia
and (ii) the laws of the State of Georgia do not differ from the
laws of the State of [Connecticut] [New York] in any manner that
would render such opinion incorrect.

     This opinion is delivered to you in connection with the
transaction referenced above and may only be relied upon by you,
any Transferee under the Credit Agreement, and Jones, Day, Reavis
& Pogue without our prior written consent.

                              Very truly yours,
                                                        Exhibit C


                           OPINION OF
          JONES, DAY, REAVIS & POGUE, SPECIAL COUNSEL
                         FOR THE AGENT


                                        May 15, 1998


To the Banks and the Agent
Referred to Below
c/o Wachovia Bank, N.A.,
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attn: Syndications Group

Dear Sirs:

          We have participated in the preparation of the Credit
Agreement (the "Credit Agreement") dated as of May 15, 1998,
among Gerber Scientific, Inc., a Connecticut corporation (the
"Borrower"), the banks listed on the signature pages thereof, and
Wachovia Bank, N.A. , as Agent (the "Agent"), and have acted as
special counsel for the Agent for the purpose of rendering this
opinion pursuant to Section 3.01(e) of the Credit Agreement.
Terms defined in the Credit Agreement are used herein as therein
defined.

          This opinion letter is limited by, and is in accordance
with, the January 1, 1992 edition of the Interpretive Standards
applicable to Legal Opinions to Third Parties in Corporate
Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia
which Interpretive Standards are incorporated herein by this
reference.

          We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact
and law as we have deemed necessary or advisable for purposes of
this opinion.

          Upon the basis of the foregoing, and assuming the due
authorization, execution and delivery of the Credit Agreement,
the Notes and the Pledge Agreements by or on behalf of the
Borrower, and of the Subsidiary Guaranty and the Pledge
Agreements by the Guarantors, we are of the opinion that the
Credit Agreement, the Notes and the Pledge Agreements constitute
a valid and binding agreement of the Borrower and the Subsidiary
Guaranty and the Pledge Agreements constitute valid and binding
obligations of the Guarantors, in each case enforceable in
accordance with its terms except as: (i) the enforceability
thereof may be affected by bankruptcy, insolvency,
reorganization, fraudulent conveyance, voidable preference,
moratorium or similar laws applicable to creditors' rights or the
collection of debtors' obligations generally; (ii) rights of
acceleration and the availability of equitable remedies may be
limited by equitable principles of general applicability; and
(iii) the enforceability of certain of the remedial, waiver and
other provisions of the Credit Agreement, the Notes, the Pledge
Agreements and the Subsidiary Guaranty may be further limited by
the laws of the State of Georgia; provided that such additional
laws do not, in our opinion, substantially interfere with the
practical realization of the benefits expressed in the Credit
Agreement, the Notes, the Pledge Agreements and the Subsidiary
Guaranty, except for the economic consequences of any procedural
delay which may result from such laws.

     In giving the foregoing opinion, we express no opinion as to
the effect (if any) of any law of any jurisdiction except the
State of Georgia.  We express no opinion as to the effect of the
compliance or noncompliance of the Agent or any Bank with any
state or federal laws or regulations applicable to the Bank by
reason of the legal or regulatory status or the nature of the
business of the Agent or any Bank.

     This opinion is delivered to you in connection with the
transaction referenced above and may only be relied upon by you
and any Transferee under the Credit Agreement without our prior
written consent.

                              Very truly yours,
                                                        Exhibit D


                      NOTICE OF BORROWING


                     ______________, 199__


Wachovia Bank, N.A., as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention: Syndications Group

     Re:  Credit Agreement (as amended and modified from time to
          time, the "Credit Agreement") dated as of May 15, 1998
          by and between Gerber Scientific, Inc., the banks
          listed on the signature pages thereof, and Wachovia
          Bank, N.A., as Agent.

Gentlemen:

     Unless otherwise defined herein, capitalized terms used
herein shall have the meanings attributable thereto in the Credit
Agreement.

     This Notice of Borrowing is delivered to you pursuant to
Section 2.02 of the Credit Agreement.

     The Borrower hereby requests a [Euro-Dollar Borrowing][Base
Rate Borrowing][Foreign Currency Borrowing in][specify Foreign
Currency] in the aggregate principal amount [of the Dollar
Equivalent] of $___________ to be made on _________, 199__, and
for interest to accrue thereon at the rate established by the
Credit Agreement for [Fixed Rate Loans][Base Rate Loans]. The
duration of the Interest Period with respect thereto shall be [1
month] [2 months] [3 months] [6 months]1.

     The Borrower has caused this Notice of Borrowing to be
executed and delivered by its duly authorized officer this ___
day of _____________, 199__.


                              Gerber Scientific, Inc.


                              By:
                                 ---------------------------
                                 Title:

                                       Exhibit E


                   ASSIGNMENT AND ACCEPTANCE
                   Dated _________ ___, 19__


         Reference is made to the Credit Agreement dated as of
May 15, 1998 (together with all amendments and modifications
thereto, the "Credit Agreement") among Gerber Scientific, Inc., a
Connecticut corporation (the "Borrower"), the Banks (as defined
in the Credit Agreement) and Wachovia Bank, N.A., as Agent (the
"Agent").  Terms defined in the Credit Agreement are used herein
with the same meaning.

         _________________________________(the "Assignor") and
_______________________________________(the "Assignee") agree as
follows:

         1.   The Assignor hereby sells and assigns to the
Assignee, without recourse to the Assignor, and the Assignee
hereby purchases and assumes from the Assignor, a ______%
interest in and to all of the Assignor's rights and obligations
under the Credit Agreement as of the Effective Date (as defined
below) (including, without limitation, a ______% interest (which
on the Effective Date hereof is $_________) in the Assignor's
Commitment and a ______ interest (which on the Effective Date
hereof is $_____________) in the Loans owing to the Assignor and
a ____% interest in the Notes held by the Assignor (which on the
Effective Date hereof is $__________).

         2.   The Assignor (i) makes no representation or
warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
the Credit Agreement or any other instrument or document
furnished pursuant thereto, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder,
that such interest is free and clear of any adverse claim and
that as of the date hereof its Commitment (without giving effect
to assignments thereof which have not yet become effective) is
$__________ and the aggregate outstanding principal amount of
Loans owing to it (without giving effect to assignments thereof
which have not yet become effective) is $_____________;
(ii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any
of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iii)
attaches the Notes referred to in  paragraph 1 above and requests
that the Agent exchange such Notes for [(x)] a new Dollar Loan
Note dated _________________, _____in the principal amount of
$__________ , and a new Foreign Currency Loan Note dated
__________________, ____, each payable to the order of the
Assignee [and (y) a new Dollar Loan Note dated
______________,_______ in the principal amount of $__________ ,
and a new Foreign Currency Loan Note dated __________________,
____, each payable to the order of the Assignor].

         3.   The Assignee (i) confirms that it has received a
copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 4.04(a) thereof (or
any more recent financial statements of the Borrower delivered
pursuant to Section 5.01(a) or (b) thereof) and such other
documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor
or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit
Agreement; (iii) confirms that it is a bank or financial
institution; (iv) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under
the Credit Agreement as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental
thereto; (v) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Bank; (vi)
specifies as its Lending Office (and address for notices) the
office set forth beneath its name on the signature pages hereof,
(vii) represents and warrants that the execution, delivery and
performance of this Assignment and Acceptance are within its
corporate powers and have been duly authorized by all necessary
corporate action (viii) makes the representation and warranty
contained in Section 9.18 of the Credit Agreement [, and (ix)
attaches the forms prescribed by the Internal Revenue Service of
the United States certifying as to the Assignee's status for
purposes of determining exemption from United States withholding
taxes with respect to all payments to be made to the Assignee
under the Credit Agreement and the Notes or such other documents
as are necessary to indicate that all such payments are subject
to such taxes at a rate reduced by an applicable tax treaty].

         4.   The Effective Date for this Assignment and
Acceptance shall be _________, 19__ (the "Effective Date").
Following the execution of this Assignment and Acceptance, it
will be delivered to the Agent for execution and acceptance by
the Agent and to the Borrower for execution by the Borrower.

         5.   Upon such execution and acceptance by the Agent
[and execution by the Borrower] [If required by the Credit
Agreement], from and after the Effective Date, (i) the Assignee
shall be a party to the Credit Agreement and, to the extent
rights and obligations have been transferred to it by this
Assignment and Acceptance, have the rights and obligations of a
Bank thereunder and (ii) the Assignor shall, to the extent its
rights and obligations have been transferred to the Assignee by
this Assignment and Acceptance, relinquish its rights (other than
under Sections 8.03, 9.03 and 9.04 of the Credit Agreement) and
be released from its obligations under the Credit Agreement.

         6.   Upon such execution and acceptance by the Agent
[and execution by the Borrower] [If required by the Credit
Agreement], from and after the Effective Date, the Agent shall
make all payments in respect of the interest assigned hereby to
the Assignee.  The Assignor and Assignee shall make all
appropriate adjustments in payments for periods prior to such
acceptance by the Agent directly between themselves.

         7.   This Assignment and Acceptance shall be governed
by, and construed in accordance with, the laws of the State of
Georgia.

                             [NAME OF ASSIGNOR]


                             By:
                                ---------------------
                                Title:

                             [NAME OF ASSIGNEE]


                             By:
                                -----------------------
                                Title:


                             Lending Office:
                             [Address]

                             WACHOVIA BANK, N.A.,
                             As Agent

                             By:
                                ---------------------
                                Title:


                             GERBER SCIENTIFIC, INC.
                             If required by the Credit Agreement.


                             By:
                                ---------------------
                                Title:
                                                  Exhibit F


                     COMPLIANCE CERTIFICATE

          Reference is made to the Credit Agreement dated as of
May 15, 1998 (as modified and supplemented and in effect from
time to time, the "Credit Agreement") between Gerber Scientific,
Inc., as Borrower, the banks listed on the signature pages
thereof, and Wachovia Bank, N.A., as Agent.  Capitalized terms
used herein shall have the meanings ascribed thereto in the
Credit Agreement.

          Pursuant to Section 5.01(c) 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.

                         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 Material 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; and (ii) deposits required by government agencies or
     public utilities; (iii) loans or advances from the Borrower
     to any Guarantor or (from and after the Offer Termination
     Date) to the Target or from any Guarantor to any other
     Guarantor or (from and after the Offer Termination Date) to
     the Target; (iv) existing loans and advances described on
     Schedule 5.16; (v) loans or advances made by the Borrower or
     any Initial Guarantor to a Foreign Subsidiary, provided that
     such loans and advances (including, without limitation, the
     existing loans and advances made by the Borrower to Foreign
     Subsidiaries which are described on Schedule 5.16) are
     evidenced by one or more Intercompany Notes which have been
     pledged to the Agent pursuant to the Intercompany Note
     Pledge Agreement; (vi) loans or advances by the Target to
     its subsidiaries in existence on the Offer Termination Date,
     which loans and advances in existence as of the Closing Date
     are described on Schedule 5.16; and (vii)  loans or advances
     made by the Borrower or any Guarantor or,  after the Offer
     Termination Date, the Target, to any Foreign Subsidiary or
     by any Material Foreign Subsidiary to the Borrower or to
     another Foreign Subsidiary, not otherwise permitted by this
     Section 5.16 and not exceeding $5,000,000 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 and advances made by the Borrower
     or any Guarantor or,  after the Offer
     Termination Date, the Target,
     to any Foreign Subsidiary or by
     any Material Foreign Subsidiary to
     the Borrower or to another
     Foreign Subsidiary                           $__________

    Limitation                                    $10,000,000

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 pursuant to the Offer, 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 hereof and set forth on Schedule 5.17, to the
     extent such Investments would not be permitted under any
     other clause of this Section, (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)if Borrower has delivered to the Agent prior
     to making any such Investment pro forma financial statements
     demonstrating compliance with Sections 5.20, 5.21, 5.22 and
     5.23 that are acceptable to Agent in all material respects,
     other Investments which do not violate Section 5.03 and
     which do not at any time exceed (A) $25,000,000 for any
     Investment, or (B) $75,000,000 in the aggregate for all
     Investments in any Fiscal Year; provided, however, that
     immediately after giving effect to the making of any
     Investment, no Default shall have occurred and be
     continuing.
     (a)  Aggregate Investments during the current
          Fiscal Year which do not violate Section
          5.03 and which are not permitted by
          clauses (i) through(ix), inclusive      $

          Limitation                              $75,000,000

3.  Liens (Section 5.18)

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

Description of Lien and Property             Amount of Debt
subject to same                              Secured

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
     $200,000,000 plus the sum of (i) 50% of the cumulative
     Consolidated Net Income of the Borrower and its Consolidated
     Subsidiaries during any period after the Closing Date (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 the Closing Date,
     calculated quarterly at the end of each Fiscal Quarter.

     (a) Cumulative positive
         Consolidated Net Income
         since the Closing Date              $___________

     (b) 50% of (a)                          $___________

     (c) Aggregate Net Proceeds of
         Capital Stock issued since the
         Closing Date2                       $___________

     (d) sum of $200,000,000 plus
        (b), plus (c)                        $___________

     (e) Shareholders' equity                $___________

     (f) Redeemable Preferred Stock          $___________

     (g) write-off of the Borrower's
         interest in Gerber Systems
         Corporation                         $___________

     (h) Consolidated Net Worth
         sum of (e), less (f), plus (g)      $___________

          Limitation: (h) must not be less than (d)

5.   Leverage Ratio (Section 5.21)

     The Leverage Ratio will not at any time exceed: (i) from the
     Closing Date through and including the Fiscal Year ending
     April 30, 1999, 3.5 to 1.0; and (ii) for all periods
     thereafter, 3.0 to 1.0.

     (a) Consolidated Total Debt
         Schedule 1                               $__________

     (b) Consolidated EBITDA-Schedule 2           $__________

     (c) Actual ratio of (a) to (b)___ to 1.0

          Maximum ratio                           [3.5 to 1.0]
                                                  [3.0 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 1.50 to
     1.0.

     (a) Consolidated EBITDA - 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) sum of (d), plus (e), plus (f)           $___________

     (h) Actual ratio of (c) to (g)  ___ to 1.0

          Minimum ratio                       1.50 to 1.0

7. Subsidiary Debt (Section 5.23)

     The Borrower shall not permit any 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) Debt evidenced by "Loan Notes" issued pursuant to and
     as defined in the Offer; (iii) Debt of Guarantors and
     Subsidiaries to the Borrower permitted by Section 5.16; (iv)
     Debt to the Bank created under the Loan Documents, and (v)
     contingent obligations under the GECC Vendor Program up to
     $85,000,000, and (vi) other Debt which does not at any time
     exceed $5,000,000.

     (a) aggregate contingent obligations under
         GECC Vendor Program Arrangement          $__________

          Limitation                              $85,000,000

     (b) Debt not permitted by
         clauses (i) through (iv), inclusive      $__________

          Limitation                              $5,000,000
                         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 EBITDA3

(a) Consolidated Net Income4 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))                     $___________
                                             Schedule 3

               CONSOLIDATED CAPITAL EXPENDITURES

Consolidated Capital Expenditures for5:

     ____quarter ____                        $__________
     ____quarter ____                        $__________
     ____quarter ____                        $__________
     ____quarter ____                        $__________

     Total                                        $___________

                                        Schedule 4

                     CONSOLIDATED DIVIDENDS

Consolidated Dividends for:


     ____quarter ____                        $__________
     ____quarter ____                        $__________
     ____quarter ____                        $__________
     ____quarter ____                        $__________

     Total                                        $___________

                                                        Exhibit G


                    GERBER SCIENTIFIC, INC.

                      CLOSING CERTIFICATE


     Reference is made to the Credit Agreement (the "Credit
Agreement") dated as of May 15, 1998, among Gerber Scientific,
Inc., the banks listed on the signature pages thereof, and
Wachovia Bank, N.A., as Agent.  Capitalized terms used herein
have the meanings ascribed thereto in the Credit Agreement.

     Pursuant to Section 3.01(f) of the Credit Agreement, Gary K.
Bennett, the duly authorized Senior Vice President and Chief
Financial Officer of Gerber Scientific, Inc. hereby certifies to
Wachovia Bank, N.A. that (i) no Default has occurred and is
continuing as of the date hereof, and (ii) the representations
and warranties contained in Article IV of the Credit Agreement
are true on and as of the date hereof, except to the extent any
such representation or warranty relates to an earlier date.

     Certified as of this May 15, 1998.



                                   By:
                                        ---------------------
                                        Gary K. Bennett
                                        Senior Vice President and
                                        Chief Financial Officer

                                                        Exhibit H

                    GERBER SCIENTIFIC, INC.

                    SECRETARY'S CERTIFICATE

The undersigned, Richard F. Treacy, Jr., Secretary of Gerber
Scientific, Inc., a Connecticut corporation (the "Borrower"),
hereby certifies that he has been duly elected, qualified and is
acting in such capacity and that, as such, he is familiar with
the facts herein certified and is duly authorized to certify the
same, and hereby further certifies, in connection with the Credit
Agreement dated as of May 15, 1998 between the Borrower, the
banks listed on the signature pages thereof, and Wachovia Bank,
N.A., as Agent, that:

     1.   Attached hereto as Exhibit A is a complete and correct
copy of the Certificate of Incorporation of the Borrower as in
full force and effect on the date hereof.

     2.   Attached hereto as Exhibit B is a complete and correct
copy of the Bylaws of the Borrower as in full force and effect on
the date hereof.

     3.   Attached hereto as Exhibit C is a complete and correct
copy of the resolutions duly adopted by the Board of Directors of
the Borrower on [____________], 1998, approving, and authorizing
the execution and delivery of, the Credit Agreement, the Notes,
the Pledge Agreements, the Contribution Agreement and the other
Loan Documents (as such terms are defined in the Credit
Agreement) to which the Borrower is a party.  Such resolutions
have not been repealed or amended and are in full force and
effect, and no other resolutions or consents have been adopted by
the Board of Directors of the Borrower in connection therewith.

     4.   Gary K. Bennett, who is Senior Vice President and Chief
Financial Officer of the Borrower signed the Credit Agreement,
the Notes, the Pledge Agreements, the Contribution Agreement and
the other Loan Documents to which the Borrower is a party, was
duly elected, qualified and acting as such at the time he signed
the Credit Agreement, the Notes, the Pledge Agreements, the
Contribution Agreement and other Loan Documents to which the
Borrower is a party, and his signature appearing on the Credit
Agreement, the Notes, the Pledge Agreements, the Contribution
Agreement and the other Loan Documents to which the Borrower is a
party is his genuine signature.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as
of May 15, 1998.

                                   __________________________
Richard F. Treacy, Jr.
                                   Secretary

          Exhibit I

                   FORM OF SUBSIDIARY GUARANTY


          THIS GUARANTY (this "Guaranty") is made as of May 15,
1998, by Gerber Technology, Inc., a Connecticut corporation, Gerber
Scientific Products, Inc., a Connecticut corporation and Gerber
Coburn Optical, Inc., a Delaware corporation (each a "Guarantor",
and collectively, the "Guarantors", which terms shall include any
Domestic Subsidiary which becomes a Guarantor pursuant to Section
15 hereof and Section 5.26 of the Credit Agreement referred to
below), in favor of Wachovia Bank, N.A., as the Agent for the
ratable benefit of the Banks under the Credit Agreement referred to
below;


                       W I T N E S S E T H

          WHEREAS, GERBER SCIENTIFIC, INC., a corporation organized
and existing under the laws of the State of Connecticut (the
"Borrower"), the banks listed on the signature pages thereof,
Wachovia Bank, N.A., as Agent (the "Agent") have entered into that
certain Credit Agreement, dated as of even date herewith (the
"Credit Agreement"); and

          WHEREAS, it is required by Section 3.01(i) of the Credit
Agreement, that the Guarantors execute and deliver this Guaranty
whereby the Guarantors shall guarantee the payment when due of all
principal, interest and other amounts that shall be at any time
payable by the Borrower under the Credit Agreement, the Notes, the
Pledge Agreements and the other Loan Documents; and

          WHEREAS, in consideration of the financial and other
support that the Borrower has provided, and such financial and
other support as the Borrower may in the future provide, to
Guarantors, whether directly or indirectly, and in order to induce
the Agent and the Banks to enter into the Credit Agreement, the
Guarantors are willing to guarantee the obligations of the Borrower
under the Credit Agreement, the Notes, the Pledge Agreements and
the other Loan Documents;

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

          SECTION 1.  Definitions.  Terms defined in the Credit
Agreement and not otherwise defined herein have, as used herein,
the respective meanings provided for therein.

          SECTION 2.  Representations and Warranties.  Each
Guarantor which is a Material Subsidiary incorporates herein by
reference as fully as if set forth herein all of the
representations and warranties pertaining to a Material
Subsidiary contained in Article 4 of the Credit Agreement (which
representations and warranties shall be deemed to have been
renewed by the Guarantors upon each Borrowing under the Credit
Agreement).

          SECTION 3.  Covenants.   Each Guarantor which is a
Material Subsidiary incorporates herein by reference as fully as
if set forth herein all of the covenants pertaining to a Material
Subsidiary contained in Article 5 of the Credit Agreement.

          SECTION 4.  The Guaranty.  The Guarantors hereby
unconditionally and jointly and severally guarantee the full and
punctual payment (whether at stated maturity, upon acceleration
or otherwise) of the principal of and interest on the Notes
issued by the Borrower pursuant to the Credit Agreement,
including without limitation all compensation and indemnification
amounts and fees payable pursuant to the Credit Agreement and the
Pledge Agreements, and the full and punctual payment of all other
amounts payable by the Borrower under the Credit Agreement, and
all costs of collection, including reasonable attorneys fees (all
of the foregoing obligations being referred to collectively as
the "Guaranteed Obligations").  Upon failure by the Borrower to
pay punctually any such amount, each of the Guarantors agrees
that it shall forthwith on demand pay the amount not so paid at
the place and in the manner specified in the Credit Agreement,
the Notes, the Pledge Agreements or the relevant Loan Document,
as the case may be, and pay all costs of collection, including
reasonable attorney's fees.

          SECTION 5.  Guaranty Unconditional.  The obligations of
each Guarantor hereunder shall be unconditional and absolute and,
without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:

           (i)  any extension, renewal, settlement,
  compromise, waiver or release in respect of any obligation
  of the Borrower under the Credit Agreement, the Notes, the
  Pledge Agreements or any other Loan Document, by operation
  of law or otherwise or any obligation of any other
  Guarantors of any of the Guaranteed Obligations;

           (ii)  any modification or amendment of or
  supplement to the Credit Agreement, the Notes, the Pledge
  Agreements or any other Loan Document;

           (iii)  any release, nonperfection or invalidity
  of any direct or indirect security for any obligation of
  the Borrower under the Credit Agreement, the Notes, the
  Pledge Agreements any Loan Document, or any obligations of
  any other Guarantor or any other guarantor of any of the
  Guaranteed Obligations;

           (iv)  any change in the corporate existence,
  structure or ownership of the Borrower or any other
  Guarantor or any other guarantor of any of the Guaranteed
  Obligations, or any insolvency, bankruptcy, reorganization
  or other similar proceeding affecting the Borrower, or any
  other Guarantor or any other guarantor of the Guaranteed
  Obligations, or its assets or any resulting release or
  discharge of any obligation of the Borrower, or any other
  Guarantor or any other guarantor of any of the Guaranteed
  Obligations;

           (v)  the existence of any claim, setoff or other
  rights which any Guarantor may have at any time against the
  Borrower, any other Guarantors or any other guarantor of any
  of the Guaranteed Obligations, the Agent, any Bank or any
  other Person, whether in connection herewith or any
  unrelated transactions, provided that nothing herein shall
  prevent the assertion of any such claim by separate suit or
  compulsory counterclaim;

           (vi)  any invalidity or unenforceability relating
  to or against the Borrower, or any other Guarantor or any
  other guarantor of any of the Guaranteed Obligations, for
  any reason related to the Credit Agreement, any other Loan
  Document, or any other guaranty, or any provision of
  applicable law or regulation purporting to prohibit the
  payment by the Borrower, or any other Guarantor or any other
  guarantor of the Guaranteed Obligations, of the principal of
  or interest on the Notes or any other amount payable by the
  Borrower under the Credit Agreement, the Notes, the Pledge
  Agreements or any other Loan Document; or

           (vii)  any other act or omission to act or delay of
  any kind by the Borrower, any other Guarantor or any other
  guarantor of the Guaranteed Obligations, the Agent, any Bank
  or any other Person or any other circumstance whatsoever
  which might, but for the provisions of this paragraph,
  constitute a legal or equitable discharge of the
  Guarantors's obligations hereunder, including without
  limitation, any failure, omission, delay or inability on the
  part of the Agent or any Bank to enforce, assert or exercise
  any right, power or remedy conferred on the Agent or any
  Lender under the Credit Agreement or any other Loan
  Documents (other than the indefeasible payment in full of
  all of the Guaranteed Obligations).

      SECTION 6.  Discharge Only Upon Payment In Full;
Reinstatement In Certain Circumstances.  The Guarantors'
obligations hereunder shall remain in full force and effect until
all Guaranteed Obligations shall have been paid in full and the
Commitments under the Credit Agreement shall have terminated or
expired.  If at any time any payment of the principal of or
interest on the Notes or any other amount payable by the Borrower
under the Credit Agreement, the Notes, the Pledge Agreements or any
other Loan Document is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of the
Borrower or otherwise, the Guarantors' obligations hereunder with
respect to such payment shall be reinstated as though such payment
had been due but not made at such time.

      SECTION 7.  Waiver of Notice by the Guarantors.  The
Guarantors irrevocably waive acceptance hereof, presentment,
demand, protest and, to the fullest extent permitted by law, any
notice not provided for herein, as well as any requirement that at
any time any action be taken by any Person against the Borrower,
any other Guarantors or any guarantor of the Guaranteed
Obligations, or any other Person.

          SECTION 8.  Stay of Acceleration.  If acceleration of
     the time for payment of any amount payable by the Borrower
     under the Credit Agreement, the Notes, the Pledge Agreements
     or any other Loan Document is stayed upon the insolvency,
     bankruptcy or reorganization of the Borrower, all such
     amounts otherwise subject to acceleration under the terms of
     the Credit Agreement, the Notes, the Pledge Agreements or
     any other Loan Document shall nonetheless be payable by the
     Guarantors hereunder forthwith on demand by the Agent.

           SECTION 9.  Notices.  All notices, requests and other
     communications to any party hereunder shall be given or
     made by telecopier or other writing and telecopied or
     mailed or delivered to the intended recipient at its
     address or telecopier number set forth on the signature
     pages hereof or such other address or telecopy number as
     such party may hereafter specify for such purpose by notice
     to the Agent in accordance with the provisions of Section
     9.01 of the Credit Agreement.  Except as otherwise provided
     in this Guaranty, all such communications shall be deemed
     to have been duly given when transmitted by telecopier, or
     personally delivered or, in the case of a mailed notice, 72
     hours after such communication is deposited in the mails
     with first class postage prepaid, in each case given or
     addressed as aforesaid.

           SECTION 10.  No Waivers.  No failure or delay by the
     Agent in exercising any right, power or privilege hereunder
     shall operate as a waiver thereof nor shall any single or
     partial exercise thereof preclude any other or further
     exercise thereof or the exercise of any other right, power
     or privilege.  The rights and remedies provided in this
     Guaranty, the Credit Agreement, the Notes, the Pledge
     Agreements and the other Loan Documents shall be cumulative
     and not exclusive of any rights or remedies provided by
     law.

           SECTION 11.  Successors and Assigns.  This Guaranty
     is for the benefit of the Agent and each of the Banks and
     their respective successors and assigns and in the event of
     an assignment of any amounts payable under the Credit
     Agreement, the Notes, the Pledge Agreements or the other
     Loan Documents, the rights hereunder, to the extent
     applicable to the indebtedness so assigned, may be
     transferred with such indebtedness. This Guaranty may not
     be assigned by the Guarantors without the prior written
     consent of the Agent (acting at the direction of the
     Required Banks), and shall be binding upon each Guarantor
     and its successors and permitted assigns.

           SECTION 12.  Changes in Writing.  Neither this
     Guaranty nor any provision hereof may be changed, waived,
     discharged or terminated orally, but only in writing signed
     by the Guarantors and the Agent.

           SECTION 13.  GOVERNING LAW; SUBMISSION TO
      JURISDICTION; WAIVER OF JURY TRIAL.  THIS GUARANTY SHALL
      BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
      THE STATE OF GEORGIA.  EACH OF THE GUARANTORS AND THE
      AGENT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF
      THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT
      OF GEORGIA AND OF ANY GEORGIA STATE COURT SITTING IN
      ATLANTA, GEORGIA AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS
      ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE
      TRANSACTIONS CONTEMPLATED HEREBY.  THE GUARANTORS
      IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY OBJECTION WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
      TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT
      IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
      BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
      INCONVENIENT FORUM.  EACH OF THE GUARANTORS AND THE AGENT
      HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
      JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
      THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

            SECTION 14.  Taxes, etc.  All payments required to
      be made by the Guarantors hereunder shall be made without
      setoff or counterclaim and free and clear of and without
      deduction or withholding for or on account of, any present
      or future taxes, levies, imposts, duties or other charges
      of whatsoever nature imposed by any government or any
      political or taxing authority as required pursuant to
      Section 2.11 of the Credit Agreement.

            SECTION 15.  Additional Guarantors.  Section 5.26 of
      the Credit Agreement provides that Domestic Subsidiaries
      must become Guarantors by, among other things, executing
      and delivering to the Agent a counterpart of this
      Guaranty.  Any Domestic Subsidiary which executes and
      delivers to the Agent a counterpart of this Guaranty shall
      be a Guarantor for all purposes hereunder.

       IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed, under seal, by its authorized
officer as of the date first above written.

                           GERBER TECHNOLOGY, INC.
                                a Connecticut corporation
                           GERBER SCIENTIFIC PRODUCTS, INC.,
                                a Connecticut corporation
                           GERBER COBURN OPTICAL, INC.,
                                a Delaware corporation (SEAL)


                           By _____________________________
                              Gary K. Bennett
                              Treasurer
                              c/o Gerber Scientific, Inc.
                              83 Gerber Road West
                              South Windsor, Connecticut 06074
                             Attention: Chief Financial Officer
                             Telecopier number: 860-644-7948
                             Confirmation number: 860-648-8004

                            Exhibit J

                  FORM OF CONTRIBUTION AGREEMENT

          THIS CONTRIBUTION AGREEMENT (this "Agreement") is
entered into as of May 15, 1998 by and between GERBER SCIENTIFIC,
INC. a Connecticut corporation (the "Principal"), GERBER
TECHNOLOGY, INC., a Connecticut corporation, GERBER SCIENTIFIC
PRODUCTS, INC., a Connecticut corporation and GERBER COBURN
OPTICAL, INC., a Delaware corporation (collectively, together
with any subsidiary of the Principal which becomes a Guarantor
pursuant to the last paragraph hereof, Section 15 of the Guaranty
referred to below and Section 5.26 of the Credit Agreement
referred to below, the "Subsidiary Guarantors"). The Principal
and each of the Subsidiary Guarantors are sometimes hereinafter
referred to individually as a "Contributing Party" and
collectively as the "Contributing Parties").

                       W I T N E S S E T H:

          WHEREAS, pursuant to that certain Credit Agreement,
dated as of even date herewith between the Principal, the banks
listed on the signature pages thereof, and Wachovia Bank, N.A. ,
as Agent (the "Agent")(such agreement, as the same may from time
to time be amended, modified, restated or extended, being
hereinafter referred to as the "Credit Agreement"; capitalized
terms used herein shall have the meanings ascribed thereto in the
Credit Agreement), the Banks have agreed to extend financial
accommodations to the Principal;

          WHEREAS, as a condition, among others, to the
willingness of the Agent and the Banks to enter into the Credit
Agreement, they have required that each Subsidiary Guarantor
execute and deliver that certain Subsidiary Guaranty, dated as of
even date herewith (such agreement, as the same may from time to
time be amended, modified, restated or extended, being
hereinafter referred to collectively as the "Guaranty"), pursuant
to which, among other things, the Subsidiary Guarantors have each
agreed to guarantee the "Guaranteed Obligations" (as defined in
the Guaranty); and

          WHEREAS, each Subsidiary Guarantor is a direct or
indirect subsidiary of the Principal and is engaged in businesses
related to those of the Principal and each other Subsidiary
Guarantors, and each of the Subsidiary Guarantors will derive
direct or indirect economic benefit from the effectiveness and
existence of the Credit Agreement;

          NOW, THEREFORE, in consideration of the premises and
the covenants hereinafter contained, and to induce each
Subsidiary Guarantor to enter into the Guaranty, it is agreed as
follows:

          To the extent that any Subsidiary Guarantor shall,
under its Guaranty, make a payment (a "Subsidiary Guarantors
Payment") of a portion of the Guaranteed Obligations, then,
without limiting its rights of subrogation against the principal,
such Subsidiary Guarantor shall be entitled to contribution and
indemnification from, and be reimbursed by, each of the other
Contributing Parties in an amount, for each such Contributing
Party, equal to a fraction of such Subsidiary Guarantors Payment,
the numerator of which fraction is such Contributing Party's
Allocable Amount and the denominator of which is the sum of the
Allocable Amounts of all of the Contributing Parties.

          As of any date of determination, the "Allocable Amount"
of each Contributing Party shall be equal to the maximum amount
of liability which could be asserted against such Contributing
Party hereunder with respect to the applicable Subsidiary
Guarantors Payment without (i) rendering such Contributing Party
"insolvent" within the meaning of Section 101(31) of the Federal
Bankruptcy Code (the "Bankruptcy Code") or Section 2 of either
the Uniform Fraudulent Transfer Act (the "UFTA") or the Uniform
Fraudulent Conveyance Act (the "UFCA"), (ii) leaving such
Contributing Party with unreasonably small capital, within the
meaning of Section 548 of the Bankruptcy Code or Section 4 of the
UFTA or Section 5 of the UFCA, or (iii) leaving such Contributing
Party unable to pay its debts as they become due within the
meaning of Section 548 of the Bankruptcy Code or Section 4 of the
UFTA or Section 6 of the UFCA.

          This Agreement is intended only to define the relative
rights of the Contributing Parties, and nothing set forth in this
Agreement is intended to or shall impair the obligations of the
Subsidiary Guarantors to pay any amounts, as and when the same
shall become due and payable in accordance with the terms of the
Guaranty.

          The parties hereto acknowledge that the rights of
contribution and indemnification hereunder shall constitute
assets in favor of each Subsidiary Guarantor to which such
contribution and indemnification is owing.

          This Agreement shall become effective upon its
execution by each of the Contributing Parties and shall continue
in full force and effect and may not be terminated or otherwise
revoked by any Contributing Party until all of the Guaranteed
Obligations shall have been indefeasibly paid in full (in lawful
money of the United States of America) and discharged and the
Credit Agreement and financing arrangements evidenced and
governed by the Credit Agreement shall have been terminated.
Each Contributing Party agrees that if, notwithstanding the
foregoing, such Contributing Party shall have any right under
applicable law to terminate or revoke this Agreement, and such
Contributing Party shall attempt to exercise such right, then
such termination or revocation shall not be effective until a
written notice of such revocation or termination, specifically
referring hereto and signed by such Contributing Party, is
actually received by each of the other Contributing Parties and
by the Agent at its notice address set forth in the Credit
Agreement.  Such notice shall not affect the right or power of
any Contributing Party to enforce rights arising prior to receipt
of such written notice by each of the other Contributing Parties
and the Agent.  If the Banks grant additional loans to the
Principal or takes other action giving rise to additional
Guaranteed Obligations after any Contributing Party has exercised
any right to terminate or revoke this Agreement but before the
Agent receives such written notice, the rights of each other
Contributing Party to contribution and indemnification hereunder
in connection with any Subsidiary Guarantors Payments made with
respect to such loans or Guaranteed  Obligations shall be the
same as if such termination or revocation had not occurred.

          IN WITNESS WHEREOF, each Contributing Party has
executed and delivered this Agreement, under seal, as of the date
first above written.

                         GERBER SCIENTIFIC, INC.(SEAL)


                         By:  -----------------------------
                              Gary K. Bennett
                              Senior Vice President

                         GERBER TECHNOLOGY,  INC.
                              a Connecticut corporation
                         GERBER SCIENTIFIC PRODUCTS, INC.,
                              a Connecticut corporation
                         GERBER COBURN OPTICAL, INC.,
                              a Delaware corporation (SEAL)


                         By:
                              ----------------------------
                              Gary K. Bennett
                              Treasurer
                                             Exhibit K
                      STOCK PLEDGE AGREEMENT


     THIS STOCK PLEDGE AGREEMENT dated as of May 15, 1998 by and
among GERBER SCIENTIFIC, INC., a Connecticut corporation (the
"Parent"), GERBER TECHNOLOGY, INC., a Connecticut corporation,
GERBER SCIENTIFIC PRODUCTS, INC., a Connecticut corporation and
GERBER COBURN OPTICAL, INC., a Delaware corporation (each an
"Initial Guarantor" and collectively, the "Initial Guarantors")
(the  Parent and the Initial Guarantors are sometimes referred to
individually and collectively, as the context shall require, as
"Pledgors") and WACHOVIA BANK, N.A., a national banking
association, as Agent under the Credit Agreement referred to
below and as collateral agent for Wachovia Bank, N.A., as the
Bridge Lender under the Bridge Facility described in the Credit
Agreement (the "Collateral Agent").

     WHEREAS, Wachovia Bank, N.A., as Agent, the Parent and the
banks listed on the signature pages thereof have entered into a
certain Credit Agreement dated as of the date hereof (as amended,
supplemented, restated or otherwise modified from time to time in
accordance with its terms, the "Credit Agreement"), pursuant to
which the Banks have agreed, subject to the terms thereof, to
make available to the Parent certain financial accommodations;
and

     WHEREAS, Wachovia Bank, N.A., as the Bridge Lender referred
to in the Credit Agreement, entered into the Bridge Facility
described in the Credit Agreement and, in connection therewith,
the Parent executed and delivered to the Bridge Lender a Pledge
Agreement dated as of March 23, 1998 (the "Bridge Facility Pledge
Agreement"); and

     WHEREAS, it is a condition precedent to the effectiveness of
the Credit Agreement and the extension of such financial
accommodations under the Credit Agreement that the Pledgors
execute and deliver this Agreement; and

     WHEREAS, the Bridge Lender is willing to terminate the
Bridge Facility Pledge Agreement only on the condition that the
Pledgors execute and deliver this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements
herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     SECTION 1.  The Pledge.  Effective upon the "Effective Date"
(as defined below), each of the Pledgors hereby pledges,
hypothecates, assigns, transfers, sets over and delivers unto the
Collateral Agent, and grants to the Collateral Agent a security
interest in, all of such Pledgor's right, title and interest in,
to and under the following (collectively, the "Pledged
Collateral"): (a)  (i) as to the Target, all of the shares of
common stock, equity interest and other securities, including the
Shares described in the Credit Agreement of the Target, and (ii)
as to any other Material Foreign Subsidiary directly owned by any
Pledgor, all of the shares of common stock, equity interest and
other securities, of such Pledgor therein (collectively,
"Securities")(the Target, in the case of clause (i), and any
other Material Foreign Subsidiary, in the case of clause (ii),
being, with respect to Securities issued by it, the "Issuer");
provided, however, that the Securities in any Issuer pledged by a
Pledgor pursuant hereto shall not include Securities owned by
such Pledgor in excess of Securities evidencing 65% of the voting
power of each class of capital stock owned by the Parent;
(b) subject to the provisions of Section 5(b) hereof, any
additional Securities of any Issuer as may from time to time be
issued to a Pledgor or otherwise acquired by a Pledgor; (c) any
additional Securities of any Issuer as may hereafter at any time
be delivered to the Collateral Agent by or on behalf of a
Pledgor; (d) any cash or additional Securities or other property
at any time and from time to time receivable or otherwise
distributable in respect of, in exchange for, or in substitution
of, any of the property referred to in any of the immediately
preceding clauses (a) through (c); and (e) any and all products
and proceeds of any of the foregoing, together with and all other
rights, titles, interests, powers, privileges and preferences
pertaining to said property.  The term "Effective Date" means (A)
as to Securities in the Target, the date of acquisition of any
such Securities, and (B) as to Securities owned by any of the
Pledgors in any other Issuer, the date any Foreign Subsidiary
owned by it becomes a Material Foreign Subsidiary.

     SECTION 2.  Obligations Secured.  This Agreement is made,
and the security interest created hereby is granted to the
Collateral Agent, to secure the prompt performance and payment in
full of the following (collectively, the "Secured Obligations"):
(a) ratably, all principal and interest on the Notes issued by
the Parent to the Banks pursuant to the Credit Agreement and all
principal and interest on the note issued by the Parent to the
Bridge Lender pursuant to the Bridge Facility; (b) ratably, all
other obligations of the Pledgors under the Credit Agreement,
this Agreement, the Subsidiary Guaranty, the Intercompany Note
Pledge Agreement, the other Loan Documents and the Bridge
Facility, including without limitation all compensation and
indemnification amounts and fees payable pursuant to any of the
foregoing; and (c) any reasonable costs or expenses incurred by
the Collateral Agent or Collateral Agent's counsel in connection
with the realization of the security for which this Agreement
provides, including, without limitation, any reasonable costs or
expenses of any proceedings to which this Agreement may give
rise.  From and after termination of the Bridge Facility pursuant
to  Section 5.25(c) of the Credit Agreement, all references
herein to the Bridge Facility and the Bridge Lender, and all
requirements for the obtaining of consents from the Bridge
Lender, shall be ignored and shall have no further force or
effect.

     SECTION 3. Representations and Warranties.  Each of the
Pledgors hereby represents and warrants to the Collateral Agent
as follows, (x) in each case as of the relevant Effective Date
for the Securities pledged by it and (y) as to such Securities
and, as to the Securities in the Target, to the best of  the
Parent's knowledge:

     (a)  Validly Issued, etc.  All of the Securities of the
Issuer have been validly issued and are fully paid and
nonassessable.

     (b)  Title and Liens. The Pledgor is, and will at all times
continue to be, the legal and beneficial owner of the Pledged
Collateral and none of the Pledged Collateral is subject to any
Lien, except for the Lien granted hereby.

     (c)  Name; Chief Executive Office; Taxpayer ID Number.  The
correct corporate name of the Pledgor is set forth in the first
paragraph of this Agreement.  The chief executive office and
principal place of business of the Pledgor and the location of
the Pledgor's books and records relating to the Pledged
Collateral are located at 83 Gerber Road West, South Windsor,
Hartford County, Connecticut.  The Pledgor has no offices or
places of business other than as set forth in the immediate
preceding sentence of this section 3(c). The Social Security
number, or the Internal Revenue Service taxpayer identification
number, as applicable, of the Pledgors are: (i) for the Parent,
06-0640743; (ii) for Gerber Technology, Inc., 06-0850140, (iii)
for Gerber Scientific Products, Inc., 06-1017330, and (iv) for
Gerber Coburn Optical, Inc., 58-1977404.

     (d)  Authority, etc.  The Pledgor (i) has the power and
authority to pledge the Pledged Collateral pledged by it in the
manner hereby done or contemplated and (ii) will defend its title
or interest thereto or therein against any and all Liens (other
than the Lien created by this Agreement), however arising, of all
Persons.

     (e)  No Approval.  No consent or approval of any
Governmental Authority or any securities exchange was or is
necessary to the validity of the pledge effected hereby.

     (f)  Outstanding Shares.  The Securities pledged hereunder
by each Pledgor constitute 65% of the issued and outstanding
Shares in the relevant Issuer owned by such Pledgor.

     SECTION 4.  Covenants.  Each of the Pledgors hereby
unconditionally covenants and agrees as follows as to the Pledged
Collateral owned by it:

     (a)  No Liens; No Sale of Pledged Collateral.  The Pledgor
will not create, assume, incur or permit or suffer to exist or to
be created, assumed or incurred, any Lien on any of the Pledged
Collateral (or any interest therein),  or any of the other
Securities of any Issuer not pledged by a Pledgor pursuant hereto
because of the application of the proviso contained in Section
1(a), and will not, without the prior written consent of the
Collateral Agent (which consent shall not be unreasonably
withheld), sell, lease, assign, transfer or otherwise dispose of
all or any portion of the Pledged Collateral (or any interest
therein),  or any of the other Securities of any Issuer not
pledged by a Pledgor pursuant hereto because of the application
of the proviso contained in Section 1(a).

     (b)  Change of Locations, Name, Etc.  Without giving the
Collateral Agent 60 day's prior written notice, the Pledgor will
not (i) change the Pledgor's chief executive office, principal
place of business, or the location of its books and records
relating to the Pledged Collateral or (ii) change its name,
identity or structure.

     SECTION 5.  Additional Shares. Each of the Pledgors hereby
covenants as set forth below with respect to the Securities
pledged by it and the Issuer thereof.

     (a)  From and after the Effective Date for any Securities
and during the period this Agreement is in effect, without the
consent of the Agent (acting with the consents of the Required
Banks and the Bridge Lender, which consents shall not be
unreasonably withheld), the Pledgor shall not permit the Issuer
to issue any additional shares of capital stock or other equity
securities or interests.  Further, without the consent of the
Agent (acting with the consents of the Required Banks and the
Bridge Lender, which consents shall not be unreasonably
withheld), the Pledgor shall not permit the Issuer to amend or
modify its articles or certificate of incorporation in a manner
which would affect the voting, liquidation, preference or other
rights of a holder of the shares of stock pledged hereunder.

     (b)  The Pledgor agrees that, from and after the Effective
Date as to any Securities and until this Agreement has terminated
in accordance with its terms, any additional Securities of the
Issuer at any time issued to the Pledgor or otherwise acquired by
the Pledgor shall be promptly (subject to the provisions of
Section 5.25(b) of the Credit Agreement, where applicable)
delivered or otherwise transferred to the Collateral Agent as
additional Pledged Collateral and shall be subject to the Lien
of, and the terms and conditions of, this Agreement; provided
that if compliance with this Section 5(b) would result in more
than 65% of the voting power of any class of such capital stock
of any Issuer being included in the Pledged Collateral, the
relevant Pledgor shall pledge only such portion of such capital
stock in such Issuer as shall result in 65% of the voting power
of such class of capital stock owned by the relevant Pledgor
being included in the Pledged Collateral.

     SECTION 6.  Registration in Nominee Name, Denominations.
From and after the Effective Date as to any Securities, the
Collateral Agent shall have the right (in its sole and absolute
discretion) to hold the Pledged Collateral in its own name as
Collateral Agent, the name of its nominee (as Collateral Agent or
as sub-agent) or the name of the applicable Pledgor, endorsed or
assigned in blank or in favor of the Collateral Agent.  Each
Pledgor will promptly give to the Collateral Agent copies of any
notices or other communications received by it with respect to
Pledged Collateral registered in the name of such Pledgor.  The
Collateral Agent shall at all times have the right to exchange
the certificates representing Pledged Collateral for certificates
of smaller or larger numbers of shares for any purpose consistent
with this Agreement.

     SECTION 7. Voting Rights; Dividends, etc.    So long as no
Event of Default shall have occurred and be continuing, from and
after the Effective Date with respect to any Securities:

     (a)  each Pledgor shall be entitled to exercise any and all
voting and/or consensual rights and powers accruing to an owner
of the Pledged Collateral owned by it or any part thereof for any
purpose not inconsistent with the terms and conditions of this
Agreement or any agreement giving rise to or otherwise relating
to any of the Secured Obligations; provided, however, that such
Pledgor shall not exercise, or refrain from exercising, any such
right or power if any such action would have a materially adverse
effect on the value of such Pledged Collateral in the judgment of
the Collateral Agent;

     (b)  each Pledgor shall be entitled to retain and use any
and all cash dividends, interest and principal paid on the
Pledged Collateral owned by it, but any and all stock and/or
liquidating dividends, other distributions in property, return of
capital or other distributions made on or in respect of such
Pledged Collateral, whether resulting from a subdivision,
combination or reclassification of outstanding Securities of the
relevant Issuer which are pledged hereunder or received in
exchange for such Pledged Collateral or any part thereof or as a
result of any merger, consolidation, acquisition or other
exchange of assets or on the liquidation, whether voluntary or
involuntary, of the relevant Issuer, or otherwise, shall be and
become part of the Pledged Collateral pledged hereunder and, if
received by such Pledgor, shall forthwith be delivered to the
Collateral Agent to be held as collateral subject to the terms
and conditions of this Agreement.

     The Collateral Agent agrees to execute and deliver to any
Pledgor, or cause to be executed and delivered to such Pledgor,
as appropriate, at the sole cost and expense of such Pledgor, all
such proxies, powers of attorney, dividend orders and  other
instruments as such Pledgor may reasonably request for the
purpose of enabling such Pledgor to exercise the voting and/or
consensual rights and powers which such Pledgor is entitled to
exercise pursuant to clause (a) above and/or to receive the
dividends which such Pledgor is authorized to retain pursuant to
clause (b) above.

     (c)  Upon the occurrence and during the continuance of an
Event of Default, all rights of the Pledgors to exercise the
voting and/or consensual rights and powers which the Pledgors is
entitled to exercise pursuant to subsection (a) above and/or to
receive the dividends, interest and principal that the Pledgors
are authorized to receive and retain pursuant to subsection (b)
above shall cease, and all such rights thereupon shall become
immediately vested in the Collateral Agent, which shall have, to
the extent permitted by law, the sole and exclusive right and
authority to exercise such voting and/or consensual rights and
powers which the Pledgors shall otherwise be entitled to exercise
pursuant to subsection (a) above and/or to receive and retain the
dividends which the Pledgors shall otherwise be authorized to
retain pursuant to subsection (b) above; provided, however, that
notwithstanding the foregoing, the Collateral Agent shall not
have the right to exercise voting rights with respect to any
Securities unless and until it has given at least 10 days' notice
to the Pledgor which owns such Securities of its intent to
exercise voting rights and such notice period has expired.  Any
and all money and other property paid over to or received by the
Collateral Agent pursuant to the provisions of this subsection
(b) shall be retained by the Collateral Agent as additional
collateral hereunder and shall be applied in accordance with the
provisions of Section 10.  If any Pledgor shall receive any
dividends or other property which it is not entitled to receive
under this Section, such Pledgor shall hold the same in trust for
the Collateral Agent, without commingling the same with other
funds or property of or held by such Pledgor, and shall promptly
deliver the same to the Collateral Agent upon receipt by such
Pledgor in the identical form received, together with any
necessary endorsements.

     SECTION 8.  Event of Default Defined.  For purposes of this
Agreement, "Event of Default" shall mean:

          (a)  Any Pledgor shall fail to observe or perform any
covenant or agreement contained in Sections 4(a), 5, or 7(b)
hereof;

          (b)  Any Pledgor shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than
those covered by the immediately preceding clause (a)) for a
period of 30 days after written notice thereof has been given to
such Pledgor by Collateral Agent; and

          (c)  an Event of Default under and as defined in the
Credit Agreement shall occur and be continuing.
     SECTION 9.  Remedies upon Default.  (a)  In addition to any
right or remedy that the Agent, the Banks or the Bridge Lender
may have under the Credit Agreement, the other Loan Documents,
the Bridge Facility or otherwise under Applicable Law, if an
Event of Default shall have occurred and be continuing, the
Collateral Agent may exercise any and all the rights and remedies
of a secured party under the Uniform Commercial Code as in effect
in any applicable jurisdiction (the "Code") and may otherwise
sell, assign, transfer, endorse and deliver the whole or, from
time to time, any part of the Pledged Collateral at a public or
private sale or on any securities exchange, for cash, upon credit
or for other property, for immediate or future delivery, and for
such price or prices and on such terms as the Collateral Agent in
its discretion shall deem appropriate.  The Collateral Agent
shall be authorized at any sale (if it deems it advisable to do
so) to restrict the prospective bidders or purchasers to Persons
who will represent and agree that they are purchasing the Pledged
Collateral for their own account in compliance with the
Securities Act and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer,
endorse and deliver to the purchaser or purchasers thereof the
Pledged Collateral so sold.  Each purchaser at any sale of
Pledged Collateral shall take and hold the property sold
absolutely free from any claim or right on the part of the
Pledgor, and the Pledgor hereby waives (to the fullest extent
permitted by Applicable Law) all rights of redemption, stay
and/or appraisal which the relevant Pledgor now has or may at any
time in the future have under any Applicable Law now existing or
hereafter enacted.  Each Pledgor agrees that, to the extent
notice of sale shall be required by Applicable Law, at least ten
days' prior written notice to such Pledgor of the time and place
of any public sale or the time after which any private sale is to
be made shall constitute reasonable notification, but notice
given in any other reasonable manner or at any other reasonable
time shall constitute reasonable notification.  Such notice, in
case of public sale, shall state the time and place for such
sale, and, in the case of sale on a securities exchange, shall
state the exchange on which such sale is to be made and the day
on which the Pledged Collateral, or portion thereof, will first
be offered for sale at such exchange.  Any such public sale shall
be held at such time or times within ordinary business hours and
at such place or places as the Collateral Agent may fix and shall
state in the notice or publication (if any) of such sale.  At any
such sale, the Pledged Collateral, or portion thereof to be sold,
may be sold in one lot as an entirety or in separate parcels, as
the Collateral Agent may determine in its sole and absolute
discretion.  The Collateral Agent shall not be obligated to make
any sale of the Pledged Collateral if it shall determine not to
do so regardless of the fact that notice of sale of the Pledged
Collateral may have been given.  The Collateral Agent may,
without notice or publication, adjourn any public or private sale
or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale
may, without further notice, be made at the time and place to
which the same was so adjourned.  In case the sale of all or any
part of the Pledged Collateral is made on credit or for future
delivery, the Pledged Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or
purchasers thereof, but the Collateral Agent shall not incur any
liability to the Pledgor in case any such purchaser or purchasers
shall fail to take up and pay for the Pledged Collateral so sold
and, in case of any such failure, such Pledged Collateral may be
sold again upon like notice.  At any public sale made pursuant to
this Agreement, the Collateral Agent, to the extent permitted by
Applicable Law, may bid for or purchase, free from any right of
redemption, stay and/or appraisal on the part of the relevant
Pledgor (all said rights being also hereby waived and released to
the extent permitted by Applicable Law), any part of or all the
Pledged Collateral offered for sale and may make payment  on
account thereof by using any claim then due and payable to the
Collateral Agent from the relevant Pledgor as a credit against
the purchase price, and the Collateral Agent may, upon compliance
with the terms of sale and to the extent permitted by Applicable
Law, hold, retain and dispose of such property without further
accountability to the relevant Pledgor therefor.  For purposes
hereof, a written agreement to purchase all or any part of the
Pledged Collateral shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to
such agreement and the relevant Pledgor shall not be entitled to
the return of any Pledged Collateral subject thereto,
notwithstanding the fact that after the Collateral Agent shall
have entered into such an agreement all Events of Default may
have been remedied or the Secured Obligations may have been paid
in full as herein provided.  Each Pledgor hereby waives any right
to require any marshaling of assets and any similar right.

     (b)  In addition to exercising the power of sale herein
conferred upon it, the Collateral Agent shall also have the
option to proceed by suit or suits at law or in equity to
foreclose this Agreement and sell the Pledged Collateral or any
portion thereof pursuant to judgment or decree of a court or
courts having competent jurisdiction.

     (c)  In addition to the foregoing, the Collateral Agent
shall have all other rights, powers and remedies which are
available to it under the laws of the jurisdiction in which the
relevant Issuer was organized or created;

     (d)  The rights and remedies of the Collateral Agent under
this Agreement are cumulative and not exclusive of any rights or
remedies which it would otherwise have.

     SECTION 10.  Application of Proceeds of Sale and Cash.  The
proceeds of any sale of the whole or any part of the Pledged
Collateral, together with any other moneys held by the Collateral
Agent under the provisions of this Agreement, shall be applied by
the Collateral Agent in the following order:

     First:  to the payment of all costs and expenses incurred in
connection with such sale or other realization, including
reasonable attorneys' fees incurred if the Collateral Agent
endeavored to collect the Secured Obligations by or through an
attorney at law;

     Second:  ratably, to the payment of the interest due upon
the Secured Obligations;

     Third:  ratably, to the payment of the principal due upon
the Secured Obligations; and

     Fourth:  the balance (if any) of such proceeds shall be paid
to the relevant Pledgor or to whomsoever may be legally entitled
thereto.

Each Pledgor shall remain liable and will pay, on demand, any
deficiency remaining in respect of the Secured Obligations.

     SECTION 11.  Collateral Agent Appointed Attorney-in-Fact.
From and after the occurrence and during the existence of an
Event of Default, each of the Pledgors hereby constitutes and
appoints the Collateral Agent as the attorney-in-fact of such
Pledgor with full power of substitution either in the Collateral
Agent's name or in the name of such Pledgor to do any of the
following with respect to any Securities and the related Pledged
Collateral as to which the Effective Date has occurred: (a) to
perform any obligation of such Pledgor hereunder in such
Pledgor's name or otherwise; (b) to ask for, demand, sue for,
collect, receive, receipt and give acquittance for any and all
moneys due or to become due under and by virtue of any Pledged
Collateral; (c) to prepare, execute, file, record or deliver
notices, assignments, financing statements, continuation
statements, applications for registration or like papers to
perfect, preserve or release the Collateral Agent's security
interest in the Pledged Collateral or any of the documents,
instruments, certificates and agreements described in
Section 13(b); (d) to verify facts concerning the Pledged
Collateral in its own name or a fictitious name; (e) to endorse
checks, drafts, orders and other instruments for the payment of
money payable to such Pledgor, representing any interest or
dividend or other distribution payable in respect of the Pledged
Collateral or any part thereof or on account thereof and to give
full discharge for the same; (f) to exercise all rights, powers
and remedies which such Pledgor would have, but for this
Agreement, under the Pledged Collateral; and (g) to carry out the
provisions of this Agreement and to take any action and execute
any instrument which the Collateral Agent may deem necessary or
advisable to accomplish the purposes hereof, and to do all acts
and things and execute all documents in the name of such Pledgor
or otherwise, deemed by the Collateral Agent as necessary, proper
and convenient in connection with the preservation, perfection or
enforcement of its rights hereunder.  Nothing herein contained
shall be construed as requiring or obligating the Collateral
Agent to make any commitment or to make any inquiry as to the
nature or sufficiency of any payment received by it, or to
present or file any claim or notice, or to take any action with
respect to the Pledged Collateral or any part thereof or the
moneys due or to become due in respect thereof or any property
covered thereby, and no action taken by the Collateral Agent or
omitted to be taken with respect to the Pledged Collateral or any
part thereof shall give rise to any defense, counterclaim or
offset in favor of any Pledgor or to any claim or action against
the Collateral Agent.  The power or attorney granted herein is
irrevocable and coupled with an interest.

     SECTION 12.  Reimbursement of Collateral Agent.  The
Pledgors agree to pay upon demand to the Collateral Agent the
amount of any and all reasonable expenses, including the
reasonable fees disbursements and other charges of its counsel
and of any experts or agents, that the Collateral Agent may incur
in connection with (i) the administration of this Agreement, (ii)
the custody or preservation of, or any sale of, collection from,
or other realization upon, any of the Pledged Collateral, (iii)
the exercise or enforcement of any of the rights of the
Collateral Agent hereunder, or (iv) the failure by the Pledgors
to perform or observe any of the provisions hereof.  Any such
amounts payable as provided hereunder shall be additional
obligations secured hereby and by the Intercompany Note Pledge
Agreement.

     SECTION 13.  Further Assurances.  The Pledgors shall, at
their sole cost and expense, take all action that may be
necessary or desirable in the Collateral Agent's sole discretion,
so as at all times to maintain the validity, perfection,
enforceability and priority of the Collateral Agent's security
interest in the Pledged Collateral, or to enable the Collateral
Agent to exercise or enforce its rights hereunder, including
without limitation (a) delivering to the Collateral Agent,
endorsed or accompanied by such instruments of assignment as the
Collateral Agent may specify, any and all chattel paper,
instruments, letters of credit and all other advices of guaranty
and documents evidencing or forming a part of the Pledged
Collateral and (b) executing and delivering financing statements,
pledges, designations, notices and assignments, in each case in
form and substance satisfactory to the Collateral Agent, relating
to the creation, validity, perfection, priority or continuation
of the security interest granted hereunder; provided, that the
foregoing shall be subject to the provisions of Section 5.25(b)
of the Credit Agreement, to the extent applicable.  Subject to
the foregoing, each of the Pledgors agrees to take, and
authorizes the Collateral Agent to take on such Pledgor's behalf,
any or all of the following actions with respect to any Pledged
Collateral as the Collateral Agent shall deem necessary to
perfect the security interest and pledge created hereby or to
enable the Collateral Agent to enforce its rights and remedies
hereunder: (i) to register in the name of the Collateral Agent
any Pledged Collateral in certificated or uncertificated form;
(ii) to endorse in the name of the Collateral Agent any Pledged
Collateral issued in certificated form; and (iii) by book entry
or otherwise, identify as belonging to the Collateral Agent a
quantity of securities that constitutes all or part of the
Pledged Collateral registered in the name of the Collateral
Agent.  Notwithstanding the foregoing each of the Pledgors agrees
that Pledged Collateral which is not in certificated form or is
otherwise in book-entry form shall be held for the account of the
Collateral Agent.  Each of the Pledgors hereby authorizes the
Collateral Agent to execute and file in all necessary and
appropriate jurisdictions (as determined by the Collateral Agent)
one or more financing or continuation statements (or any other
document or instrument referred to in the immediately preceding
clause (b)) in the name of such Pledgor and to sign such
Pledgor's name thereto.  Each of the Pledgors authorizes the
Collateral Agent to file any such financing statement, document
or instrument without the signature of such Pledgor to the extent
permitted by applicable law.  To the extent permitted by
Applicable Law, a carbon, photographic, xerographic or other
reproduction of this Agreement or any financing statement is
sufficient as a financing statement.  Any property comprising
part of the Pledged Collateral required to be delivered to the
Collateral Agent pursuant to this Agreement shall be accompanied
by proper instruments of assignment duly executed by the relevant
Pledgor and by such other instruments or documents as the
Collateral Agent may reasonably request.

     SECTION 14.  Securities Act.  In view of the position of the
Pledgors in relation to the Pledged Collateral, or because of
other current or future circumstances, a question may arise under
the Securities Act of 1933, as now or hereafter in effect, or any
similar Applicable Law hereafter enacted analogous in purpose or
effect (such Act and any such similar Applicable Law as from time
to time in effect being called the "Federal Securities Laws")
with respect to any disposition of the Pledged Collateral
permitted hereunder.  The Pledgors understand that compliance
with the Federal Securities Laws might very strictly limit the
course of conduct of the Collateral Agent if the Collateral Agent
were to attempt to dispose of all or any part of the Pledged
Collateral in accordance with the terms hereof, and might also
limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same.
Similarly, there may be other legal restrictions or limitations
affecting the Collateral Agent in any attempt to dispose of all
or part of the Pledged Collateral in accordance with the terms
hereof under applicable Blue Sky or other state securities laws
or similar Applicable Law analogous in purpose or effect.  The
Pledgors recognize that in light of the foregoing restrictions
and limitations the Collateral Agent may, with respect to any
sale of the Pledged Collateral, limit the purchasers to those who
will agree, among other things, to acquire such Pledged
Collateral for their own account, for investment, and not with a
view to the distribution or resale thereof.  The Pledgors
acknowledge and agree that in light of the foregoing restrictions
and limitations, the Collateral Agent, in its sole and absolute
discretion, may, in accordance with Applicable Law, (a) proceed
to make such a sale whether or not a registration statement for
the purpose of registering such Pledged Collateral or part
thereof shall have been filed under the Federal Securities Laws
and (b) approach and negotiate with a single potential purchaser
to effect such sale.  The Pledgors acknowledge and agree that any
such sale might result in prices and other terms less favorable
to the seller than if such sale were a public sale without such
restrictions.  In the event of any such sale, the Collateral
Agent shall incur no responsibility or liability for selling all
or any part of the Pledged Collateral in accordance with the
terms hereof at a price that the Collateral Agent, in its sole
and absolute discretion, may in good faith deem reasonable under
the circumstances, notwithstanding the possibility that a
substantially higher price might have been realized if the sale
were deferred until after registration as aforesaid or if more
than a single purchaser were approached.  The provisions of this
Section will apply notwithstanding the existence of  public or
private market upon which the quotations or sales prices may
exceed substantially the price at which the Collateral Agent
sells.

     SECTION 15.  Indemnification. Each of the Pledgors agrees to
indemnify and hold the Collateral Agent and any corporation
controlling, controlled by, or under common control with, the
Collateral Agent and any officer, attorney, director,
shareholder, agent or employee of the Collateral Agent or any
such corporation (each an "Indemnified Person"), harmless from
and against any claim, loss, damage, action, cause of action,
liability, cost and expense or suit of any kind or nature
whatsoever (collectively, "Losses"), brought against or incurred
by an Indemnified Person, in any manner arising out of or,
directly or indirectly, related to or connected with this
Agreement, including without limitation, the exercise by the
Collateral Agent of any of its rights and remedies under this
Agreement or any other action taken by the Collateral Agent
pursuant to the terms of this Agreement; provided, however, the
Pledgors shall not be liable to an Indemnified Person for any
Losses to the extent that such Losses result from the gross
negligence or willful misconduct of such Indemnified Person.  The
Pledgors' obligations under this section shall survive the
termination of this Agreement and the payment in full of the
Secured Obligations.

     SECTION 16.  Continuing Security Interest.  This Agreement
shall create a continuing security interest in the Pledged
Collateral and shall remain in full force and effect until it
terminates in accordance with its terms.  The Pledgors and the
Collateral Agent hereby agree that the security interest created
by this Agreement in the Pledged Collateral shall not terminate
and shall continue and remain in full force and effect
notwithstanding the transfer to any of the Pledgors or any person
designated by it of all or any portion of the Pledged Collateral.
If acceleration of the time for payment of any amount payable by
the Parent under the Credit Agreement is stayed upon the
insolvency, bankruptcy or reorganization of any Pledgor, the
Security Interests and the obligations of the other Pledgors
hereunder may nonetheless be enforced as fully as if such
acceleration were effective.

     SECTION 17.  Security Interest Absolute.  All rights of the
Collateral Agent hereunder, the grant of a security interest in
the Collateral and all obligations of the Pledgors hereunder,
shall be absolute and unconditional irrespective of (a) any lack
of validity or enforceability of the Credit Agreement or any
other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any
of the foregoing, (b) any change in the time, manner or place of
the payment of, or in any other term of, all or any of the
Secured Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any other
Loan Document, the Bridge Facility or any other agreement or
instrument relating to any of the foregoing, (c) any exchange,
release or nonperfection of any other collateral, or any release
or amendment or waiver of or consent to or departure from any
guaranty, for all or any of the Secured Obligations or (d) any
other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Pledgor in respect of the
Secured Obligations or in respect of this Agreement (other than
the indefeasible payment in full of all the Secured Obligations).

     SECTION 18.  No Waiver.  Neither the failure on the part of
the Collateral Agent to exercise, nor the delay on its part in
exercising any right, power or remedy hereunder, nor any course
of dealing between the Collateral Agent and the Pledgors shall
operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power, or remedy hereunder preclude
any other or the further exercise thereof or the exercise of any
other right, power or remedy.

     SECTION 19.  Notices.  Notices, requests and other
communications required or permitted hereunder shall be given in
accordance with the applicable terms of the Credit Agreement and
the Subsidiary Guaranty.

     SECTION 20.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF GEORGIA.

     SECTION 21.  Amendments.  No amendment or waiver of any
provision of this Agreement nor consent to any departure by the
Pledgor herefrom shall in any event be effective unless the same
shall be in writing and signed by the parties hereto, and then
such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

     SECTION 22.  Binding Agreement; Assignment.  This Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that
the Pledgors shall not be permitted to assign this Agreement or
any interest herein or in the Pledged Collateral, or any part
thereof, or any cash or property held by the Collateral Agent as
collateral under this Agreement.

     SECTION 23.  Termination.  Upon indefeasible payment in full
of all of the Secured Obligations, this Agreement shall
terminate.  Upon termination of this Agreement in accordance with
its terms the Collateral Agent agrees to take such actions as the
Pledgor may reasonably request, and at the sole cost and expense
of the Pledgor, (a) to return the Pledged Collateral to the
Pledgor, and (b) to evidence the termination of this Agreement,
including, without limitation, the filing of any releases or any
termination statements under the Uniform Commercial Code.

     SECTION 24.  Severability.  Whenever possible, each
provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid
under applicable law, such provisions shall be ineffective only
to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining
provisions of this Agreement.

     SECTION 25.  Headings.  Section headings used herein are for
convenience only and are not to affect the construction of or be
taken into consideration in interpreting this Agreement.

     SECTION 26.  Counterparts.  This Agreement may be executed
in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute but one agreement.

     SECTION 27.  Definitions.  Terms not otherwise defined
herein are used herein with the respective meanings given to them
in the Credit Agreement.

     SECTION 28.  Termination of the Bridge Facility Pledge
Agreement.  Effective upon the execution of this Agreement by
each of the Pledgors and the Collateral Agent, the Bridge
Facility Pledge Agreement shall terminate and have no further
force or effect.


                    [Signatures on Next Page]
     IN WITNESS WHEREOF, the Pledgors have executed and delivered
this Agreement under seal as of this the date first written
above.


                                GERBER SCIENTIFIC, INC.      (SEAL)
                                    a Connecticut corporation


                                By:
                                     -------------------------
                                     Gary K. Bennett
                                     Senior Vice President and
                                     Chief Financial Officer

                                GERBER TECHNOLOGY, INC.
                                    a Connecticut corporation
                                GERBER SCIENTIFIC PRODUCTS, INC.,
                                    a Connecticut corporation
                                GERBER COBURN OPTICAL, INC.,
                                    a Delaware corporation (SEAL)


                                By:
                                    --------------------------
                                     Gary K. Bennett
                                     Treasurer


Agreed to, accepted and acknowledged
as of the date first written above.

WACHOVIA BANK, N.A., as Collateral Agent


By:
    ---------------------------
    Jeffrey S. Nurkiewicz
    Vice President
                                             Exhibit L

                INTERCOMPANY NOTE PLEDGE AGREEMENT

     INTERCOMPANY NOTE PLEDGE AGREEMENT ("Agreement") dated as of
May 15, 1998 by and among GERBER SCIENTIFIC, INC., a Connecticut
corporation (the "Parent"), GERBER TECHNOLOGY, INC., a
Connecticut corporation, GERBER SCIENTIFIC PRODUCTS, INC., a
Connecticut corporation and GERBER COBURN OPTICAL, INC., a
Delaware corporation (each an  "Initial Guarantor" and
collectively, the "Initial Guarantors") (the Parent and the
Initial Guarantors are sometimes referred to individually and
collectively, as the context shall require, as "Pledgors") and
WACHOVIA BANK, N.A., a national banking association, as Agent
under the Credit Agreement referred to below (the "Collateral
Agent").

     WHEREAS, Wachovia Bank, N.A., as Agent, the Parent and the
banks listed on the signature pages thereof have entered into a
certain Credit Agreement dated as of the date hereof (as amended,
supplemented, restated or otherwise modified from time to time in
accordance with its terms, the "Credit Agreement"), pursuant to
which the Banks have agreed, subject to the terms thereof, to
make available to the Parent certain financial accommodations;
and

     WHEREAS, the Initial Guarantors have executed and delivered
the Subsidiary Guaranty; and

     WHEREAS, it is a condition precedent to the effectiveness of
the Credit Agreement and the extension of such financial
accommodations under the Credit Agreement that the Pledgors
execute and deliver this Agreement; and

     WHEREAS, in order to induce the Agent and the Banks to enter
into the Credit Agreement, the Pledgors have agreed to grant a
continuing security interest in and to the Collateral to secure
their obligations under the Credit Agreement, the Notes, the
Subsidiary Guaranty, the Intercompany Note Pledge Agreement and
the other Loan Documents;

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

            Section 1.  Definitions.

     Terms defined in the Credit Agreement and not otherwise
defined herein have, as used herein, the respective meanings
provided for therein.  The following additional terms, as used
herein, have the following respective meanings:

     "Account Debtor" means, with respect to each Pledged Note,
the Material Foreign Subsidiary which executed and delivered such
Pledged Note.

     "Collateral" has the meaning set forth in Section 3(A).

     "Effective Date" means the date that an Intercompany Note is
executed and delivered by the Account Debtor in compliance with
Section 27 of the Credit Agreement.

     "Pledged Notes" means the Intercompany Notes in
substantially the form attached hereto as Annex 1 and any
instrument required to be pledged to the Collateral Agent
pursuant to Section 3(B).

     "Secured Obligations" means: (a) all principal and interest
on the Notes issued by the Parent to the Banks pursuant to the
Credit Agreement; (b) all other obligations of the Pledgors under
the Credit Agreement, this Agreement, the Subsidiary Guaranty,
the Stock Pledge Agreement, and the other Loan Documents, and the
other Loan Documents, including without limitation all
compensation and indemnification amounts and fees payable
pursuant to any of the foregoing; and (c) any reasonable costs or
expenses incurred by the Collateral Agent or Collateral Agent's
counsel in connection with the realization of the security for
which this Agreement provides, including, without limitation, any
reasonable costs or expenses of any proceedings to which this
Agreement may give rise.

     "Security Interests" means the security interests in the
Collateral granted hereunder securing the Secured Obligations.

     "Secured Parties" means the Agent, the Banks and the
Collateral Agent.

     "UCC" means the Georgia Uniform Commercial Code, as amended
from time to time.

     Unless otherwise defined herein, or unless the context
otherwise requires, all terms used herein which are defined in
the UCC as in effect on the date hereof shall have the meanings
therein stated.

     Section 2.  Representations and Warranties.

     Each of the Pledgors represents and warrants as follows as
to the Pledged Notes pledged by it:

     11   Title to Pledged Notes. As of the Effective Date for each
Pledged Note payable to a Pledgor, each Pledgor owns such Pledged
Note, free and clear of any Liens other than the Security
Interests.  The Pledgors are not and will not become a party to
or otherwise bound by any agreement, other than this Agreement
and the Credit Agreement, which restricts in any manner the
rights of any present or future holder of any of the Pledged
Notes with respect thereto.

     12   Validity, Perfection and Priority of Security Interests.
Upon the delivery of the Pledged Notes to the Collateral Agent in
accordance with Section 4 hereof, the Collateral Agent will have
valid and perfected security interests in the Collateral, to the
extent that a security interest therein may be perfected by
possession pursuant to the UCC, subject to no prior Lien.  Upon
delivery of each Pledged Note of the Security Interests created
hereby, the Collateral Agent will have valid and perfected
security interests in the Collateral, to the extent that a
security interest therein may be perfected by notification to the
Account Debtor pursuant to the UCC, subject to no prior Lien.  No
registration, recordation or filing with any governmental body,
agency or official is required in connection with the execution
or delivery of this Agreement or necessary for the validity or
enforceability hereof or for the perfection or enforcement of the
Security Interests.  The Pledgors have not performed and will not
perform any acts which might prevent the Collateral Agent from
enforcing any of the terms and conditions of this Agreement or
which would limit the Collateral Agent in any such enforcement.

     13   Chief Executive Office Location; Taxpayer Identification
Number.  The correct corporate name of the Pledgor is set forth
in the first paragraph of this Agreement.  The chief executive
office and principal place of business of the Pledgor and the
location of the Pledgor's books and records relating to the
Pledged Collateral are located at 83 Gerber Road West, South
Windsor, Hartford County, Connecticut.  The Pledgor has no
offices or places of business other than as set forth in the
immediate preceding sentence of this section 3(c). The Social
Security number, or the Internal Revenue Service taxpayer
identification number, as applicable, of the Pledgors are: (i)
for the Parent, 06-0640743; (ii) for Gerber Technology, Inc., 06-
0850140, (iii) for Gerber Scientific Products, Inc., 06-1017330,
and (iv) for Gerber Coburn Optical, Inc., 58-1977404.

     Section 3.  The Security Interests.

     In order to secure the full and punctual payment of the
Secured Obligations in accordance with the terms thereof, and to
secure the performance of all the obligations of the Pledgors
hereunder:

     (A)  As of the Effective Date for each of the Pledged Notes,
the Pledgor which owns such Pledged Note hereby assigns and
pledges to and with the Collateral Agent for the benefit of the
Secured Parties and grants to the Collateral Agent for the
benefit of the Secured Parties a security interest in the Pledged
Notes, and all of its right and privileges with respect to the
Pledged Notes, and all income and profits thereon, and all
interests, dividends and other payments and distributions with
respect thereto, and all proceeds of the foregoing (the
"Collateral").

     (B)   Each Pledgor shall, within 5 Business Days after any
Foreign Subsidiary (other than the Target) becomes a Material
Foreign Subsidiary, obtain the execution and delivery to it of,
and deliver to the Collateral Agent pursuant to Section 4, an
Intercompany Note of such Material Foreign Subsidiary evidencing
all loans and advances which may be made by such Pledgor to such
Material Foreign Subsidiary.  All such notes and instruments
constitute Pledged Notes and are subject to all provisions of
this Agreement.

     (C)  The Security Interests are granted as security only and
shall not subject any Secured Party to, or transfer or in any way
affect or modify, any obligation or liability of any of the
Pledgors with respect to any of the Collateral or any transaction
in connection therewith.

     Section 4.  Delivery of Pledged Notes and Notifications.

      Contemporaneously with the execution and delivery of each
Intercompany Note to a Pledgor pursuant to Section 3(B), such
Pledgor shall deliver such Pledged Note in pledge hereunder. All
Pledged Notes shall be delivered to the Collateral Agent by the
relevant Pledgor pursuant hereto endorsed to the order of the
Collateral Agent, and accompanied by any required transfer tax
stamps, all in form and substance satisfactory to the Collateral
Agent.

     Section 5.  Filing; Further Assurances.

     (A)  Each of the Pledgors agree that it will, at its expense
in such manner and form as the Collateral Agent may require,
execute, deliver, file and record any notification, financing
statement, specific assignment or other paper and take any other
action that may be necessary or desirable, or that the Collateral
Agent may request, in order to create, preserve, perfect or
validate any Security Interest or to enable the Collateral Agent
to exercise and enforce its rights hereunder with respect to any
of the Collateral.  To the extent permitted by applicable law,
each Pledgor hereby authorizes the Collateral Agent to execute
and file, in the name of such Pledgor or otherwise, Uniform
Commercial Code financing statements (which may be carbon,
photographic, photostatic or other reproductions of this
Agreement or of a financing statement relating to this Agreement)
which the Collateral Agent in its sole discretion may deem
necessary or appropriate to further perfect the Security
Interests.  To the extent permitted by applicable law, each of
the Pledgors hereby authorizes the Collateral Agent to deliver
notification, in the name of such Pledgor or otherwise, to any
Account Debtor under the Pledged Notes which the Collateral Agent
in its sole discretion may deem necessary or appropriate to
further perfect the Security Interests.

     (B)  Each of the Pledgors agrees that it will not change (i)
its name, identity or corporate structure in any manner or (ii)
the location of its chief executive office unless it shall have
given the Collateral Agent not less than 30 days' prior notice
thereof.

     Section 6.  Right to Receive Distributions on Collateral.

     The Pledgors shall have the right to receive and retain all
dividends, interest and other payments and distributions made
upon or with respect to the Collateral in the absence of a
Default.  Upon the occurrence and during the continuance of any
Default, the Collateral Agent shall have the right to receive and
to retain as Collateral hereunder all dividends, interest and
other payments and distributions made upon or with respect to the
Collateral and the Pledgors shall take all such action as the
Collateral Agent may deem necessary or appropriate to give effect
to such right.  All such dividends, interest and other payments
and distributions which are received by any Pledgor with respect
to its Pledged Notes shall be received in trust for the benefit
of the Collateral Agent and the Secured Parties and, if the
Collateral Agent so directs upon the occurrence and during the
continuance of a Default, shall be segregated from other funds of
such Pledgor and shall, forthwith upon demand by the Collateral
Agent during the continuance of a Default, be paid over to the
Collateral Agent as Collateral in the same form as received (with
any necessary endorsement).  After all Defaults that shall have
occurred have been cured, the Collateral Agent's right to retain
dividends, interest and other payments and distributions under
this Section 6 shall cease and the Collateral Agent shall pay
over to the relevant Pledgor any such Collateral retained by the
Collateral Agent during the continuance of a Default.

     Section 7.  General Authority.

     Each of the Pledgors hereby irrevocably appoints the
Collateral Agent its true and lawful attorney, with full power of
substitution, in the name of such Pledgor, the Collateral Agent,
the Secured Parties or otherwise, for the sole use and benefit of
the Collateral Agent and the Secured Parties, but at the expense
of such Pledgor, to the extent permitted by law to exercise, at
any time and from time to time while an Event of Default has
occurred and is continuing, all or any of the following powers
with respect to all or any of the Collateral:

          (i)   to demand, sue for, collect, receive and give
     acquittance for any and all monies due or to become due upon
     or by virtue thereof,

          (ii)  to settle, compromise, compound, prosecute or
     defend any action or proceeding with respect thereto,

          (iii) to sell, transfer, assign or otherwise deal in or
     with the same or the proceeds or avails thereof, as fully
     and effectually as if the Collateral Agent were the absolute
     owner thereof, and

          (iv)  to extend the time of payment of any or all
     thereof and to make any allowance and other adjustments with
     reference thereto;

provided that the Collateral Agent shall give the relevant
Pledgor not less than 10 days' prior written notice of the time
and place of any sale or other intended disposition of any of the
Collateral except any Collateral which is perishable or threatens
to decline speedily in value or is of a type customarily sold on
a recognized market.  The Collateral Agent and the Pledgors agree
that such notice constitutes "reasonable notification" within the
meaning of Section 9-504(3) of the Uniform Commercial Code.

     Section 8.  Remedies upon Event of Default.

     If any Event of Default shall have occurred and be
continuing, the Collateral Agent may exercise on behalf of the
Secured Parties all the rights of a secured party under the
Uniform Commercial Code (whether or not in effect in the
jurisdiction where such rights are exercised) and, in addition,
the Collateral Agent may, without being required to give any
notice, except as herein provided or as may be required by
mandatory provisions of law, (i) apply the cash, if any, then
held by it as Collateral as specified in Section 6 and (ii) if
there shall be no such cash or if such cash shall be insufficient
to pay all the Secured Obligations in full, sell the Collateral
or any part thereof at public or private sale or at any broker's
board or on any securities exchange, for cash, upon credit or for
future delivery, and at such price or prices as the Collateral
Agent may deem satisfactory.  Any Secured Party may be the
purchaser of any or all of the Collateral so sold at any public
sale (or, if the Collateral is of a type customarily sold in a
recognized market or is of a type which is the subject of widely
distributed standard price quotations, at any private sale).  The
Collateral Agent is authorized, in connection with any such sale,
if it deems it advisable so to do, (i) to restrict the
prospective bidders on or purchasers of any of the Pledged Notes
to a limited number of sophisticated investors who will represent
and agree that they are purchasing for their own account for
investment and not with a view to the distribution or sale of any
such Pledged Notes, (ii) to cause to be placed on any or all of
the Pledged Notes or on any other securities pledged hereunder a
legend to the effect that such security has not been registered
under the Securities Act of 1933 and may not be disposed of in
violation of the provision of said Act, and (iii) to impose such
other limitations or conditions in connection with any such sale
as the Collateral Agent deems necessary or advisable in order to
comply with said Act or any other law.  Each of the Pledgors
covenants and agrees that it will execute and deliver such
documents and take such other action as the Collateral Agent
deems necessary or advisable in order that any such sale may be
made in compliance with law.  Upon any such sale the Collateral
Agent shall have the right to deliver, assign and transfer to the
purchaser thereof the Collateral so sold.  Each purchaser at any
such sale shall hold the collateral so sold absolutely and free
from any claim or right of whatsoever kind, including any equity
or right of redemption of the relevant Pledgor which may be
waived, and the relevant Pledgor, to the extent permitted by law,
hereby specifically waives all rights of redemption, stay or
appraisal which it has or may have under any law now existing or
hereafter adopted.  The notice (if any) of such sale required by
Section 7 shall (1) in case of a public sale, state the time and
place fixed for such sale, (2) in case of sale at a broker's
board or on a securities exchange, state the board or exchange at
which such sale is to be made and the day on which the
Collateral, or the portion thereof so being sold, will first be
offered for sale at such board or exchange, and (3) in the case
of a private sale, state the day after which such sale may be
consummated.  Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places
as the Collateral Agent may fix in the notice of such sale.  At
any such sale the Collateral may be sold in one lot as an
entirety or in separate parcels, as the Collateral Agent may
determine.  The Collateral Agent shall not be obligated to make
any such sale pursuant to any such notice.  The Collateral Agent
may, without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for the sale, and such
sale may be made at any time or place to which the same may be so
adjourned.  In case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so
sold may be retained by the Collateral Agent until the selling
price is paid by the purchaser thereof, but the Collateral Agent
shall not incur any liability in case of the failure of such
purchaser to take up and pay for the Collateral so sold and, in
case of any such failure, such Collateral may again be sold upon
like notice.  The Collateral Agent, instead of exercising the
power of sale herein conferred upon it, may proceed by a suit or
suits at law or in equity to foreclose the Security Interests and
sell the Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction.

     Section 9.  Expenses.

     Each of the Pledgors agrees that it will forthwith upon
demand pay to the Collateral Agent:

          (i)  the amount of any taxes which the Collateral Agent
     may have been required to pay by reason of the Security
     Interests or to free any of the Collateral from any Lien
     thereon, and
          (ii) The amount of any and all out-of-pocket expenses,
     including the fees and disbursements of counsel and of any
     other experts, which the Collateral Agent may incur in
     connection with (w) the administration or enforcement of
     this Agreement, including such expenses as are incurred to
     preserve the value of the Collateral and the validity,
     perfection, rank and value of any Security Interest, (x) the
     collection, sale or other disposition of any of the
     Collateral, (y) the exercise by the Collateral Agent of any
     of provisions for the protection of such co-agent or
     separate agent similar to the provisions of Section 12).

     Section 10.  Termination of Security Interests; Release of
Collateral.

     Upon the repayment in full of all Secured Obligations and
the termination of the Commitments under the Credit Agreement,
the Security Interests shall terminate and all rights to the
Collateral shall revert to the Pledgors.  At any time and from
time to time prior to such termination of the Security Interests,
the Collateral Agent may release any of the Collateral with the
prior written consent of the Secured Parties; provided, that
there shall be an automatic release of Collateral of a Subsidiary
sold in accordance with Section 5.05 of the Credit Agreement.
Upon any such termination of the Security Interests or release of
Collateral, the Collateral Agent will, at the expense of the
Pledgors, execute and deliver to the Company such documents as
the Company shall reasonably request to evidence the termination
of the Security Interests or the release of such Collateral, as
the case may be.

     Section 11.  Notices.

     All notices, communications and distributions hereunder
shall be given in accordance with Section 10.01 of the Credit
Agreement and the Subsidiary Guaranty.

     Section 12.  Waivers; Non-Exclusive Remedies.

     No failure on the part of the Collateral Agent to exercise,
and no delay in exercising and no course of dealing with respect
to, any right under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise by the
Collateral Agent of any right under the Credit Agreement, the
Subsidiary Guaranty, the Stock Pledge Agreement, any other Loan
Document or this Agreement preclude any other or further exercise
thereof or the exercise of any other right.  The rights in this
Agreement, the Subsidiary Guaranty, the Stock Pledge Agreement,
the Credit Agreement and the other Loan Documents are cumulative
and are not exclusive of any other remedies provided by law.

     Section 13.  Successors and Assigns.

     This Agreement is for the benefit of the Collateral Agent
and the other Secured Parties and their successors and assigns,
and in the event of an assignment of all or any of the Secured
Obligations, the rights hereunder, to the extent applicable to
the indebtedness so assigned, may be transferred with such
indebtedness.  This Agreement shall be binding on the Pledgors
and their respective successors and assigns.

     Section 14.  Obligations Unconditional; Discharge of
Obligations, etc.

     (A)  All rights of the Collateral Agent hereunder, the grant
of the Security Interests in the Collateral and all obligations
of the Pledgors hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the
Credit Agreement or any other Loan Document, any agreement with
respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in
the time, manner or place of the payment of, or in any other term
of, all or any of the Secured Obligations, or any other amendment
or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or
instrument relating to any of the foregoing, (c) any exchange,
release or nonperfection of any other collateral, or any release
or amendment or waiver of or consent to or departure from any
guaranty, for all or any of the Secured Obligations or (d) any
other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Pledgor in respect of the
Secured Obligations or in respect of this Agreement (other than
the indefeasible payment in full of all the Secured
Obligations).of a surety.

     (B)  Each of the Pledgors irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided
for herein, as well as any requirement that at any time any
action be taken by any corporation or Person against any other
Pledgor or any other corporation or Person.

     (C)  Each of the Pledgors hereby waives any right or claim
of exoneration, reimbursement, subrogation, contribution or
indemnity and any other similar right or claim arising out of
this Agreement.

     (D)  If acceleration of the time for payment of any amount
payable by the Parent under the Credit Agreement or any
Intercompany Note is stayed upon the insolvency, bankruptcy or
reorganization of any Pledgor, the Security Interests and the
obligations of the other Pledgors hereunder may nonetheless be
enforced as fully as if such acceleration were effective.

     Section 15.  Changes in Writing.

     Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, but only in
writing signed by the Pledgors and the Collateral Agent with the
consent of the Required Banks (or in the case of Section 14, all
of the Banks).

     Section 16.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF GEORGIA.

     Section 17.  Severability.

     If any provision hereof is invalid or unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i)
the other provisions hereof shall remain in full force and effect
in such jurisdiction and shall be liberally construed in favor of
the Collateral Agent and the Secured Parties in order to carry
out the intentions of the parties hereto as nearly as may be
possible; and (ii) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the
validity or enforceability of such provision in any other
jurisdiction.

     Section 18.  Counterparts.

     This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.


                                GERBER SCIENTIFIC, INC.      (SEAL)
                                    a Connecticut corporation


                                By:
                                     --------------------------
                                     Gary K. Bennett
                                     Senior Vice President and
                                     Chief Financial Officer

                                GERBER TECHNOLOGY, INC.
                                    a Connecticut corporation
                                GERBER SCIENTIFIC PRODUCTS, INC.,
                                    a Connecticut corporation
                                GERBER COBURN OPTICAL, INC.,
                                    a Delaware corporation (SEAL)


                                By:
                                     -------------------------
                                     Gary K. Bennett
                                     Treasurer

Agreed to, accepted and acknowledged
as of the date first written above.

WACHOVIA BANK, N.A., as Collateral Agent


By:
     --------------------------
     Jeffrey S. Nurkiewicz
     Vice President
                           ANNEX 1




                      INTERCOMPANY NOTE



U.S. $_____________                         [Place of
Execution]

                                        Dated: _____________


     For value received, [name of Material Foreign
Subsidiary], a _____________ corporation (the "Issuer"),
promises to pay to the order of [name of relevant Pledgor] the
principal amount referred to above or, if less, the unpaid
principal amount of this Intercompany Note, in each case in
[United States Dollars][specify other currency in which
intercompany loans are to be made] , on the Termination Date
(as defined in the Credit Agreement referred to below).  From
and after an Event of Default under the Credit Agreement, the
Issuer promises to pay interest on the unpaid principal amount
of this Intercompany Note at the Default Rate (as defined in
the Credit Agreement).

     All such payments of principal and interest shall be made
in lawful money of [the United States] [specify other currency
in which intercompany loans are to be made] in Federal or
other immediately available funds at the offices of Wachovia
Bank, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-
1757, or such other place as Wachovia Bank, N.A. may
designate.

     This Intercompany Note is issued in connection with the
Credit Agreement dated as of May 15, 1998 among the Credit
Agreement dated as of May 15, 1998 among the Borrower, the
Banks listed on the signature pages thereof and Wachovia Bank,
N.A., as Agent (as the same may be amended and modified from
time to time, the "Credit Agreement").  Terms defined in the
Credit Agreement are used herein with the same meanings.  The
undersigned hereby acknowledges notification to it that this
Intercompany Note shall be assigned and pledged to Wachovia
Bank, N.A. as Collateral Agent pursuant to the Intercompany
Notes Pledge Agreement referred to in the Credit Agreement, is
subject to the Security Interests created thereby, and may be
enforced by the Collateral Agent pursuant thereto.  The
maturity of this Intercompany Note may be accelerated by the
Collateral Agent upon the acceleration of the maturity of the
Notes pursuant to the Credit Agreement.

     This Intercompany Note shall be governed by and construed
in accordance with the laws of the State of Georgia.


                              [Name of Material Foreign
                              Subsidiary]


                              By:
                                    ------------------------
                                    Name:
                                    Title:
                                                 Schedule 1.01

                    Material Subsidiaries

The Initial Guarantors
                                                         Schedule 4.08

                         Subsidiaries

     Name
                                                Jurisdiction of
                                                Incorporation



Gerber Technology, Inc.                            Connecticut
     GGT Canada Ltd.                               Canada
     GGT International (Australia) Pty. Ltd.       Australia7
     GGT International (NZ) Pty. Ltd.              New Zealand
     GGT International (Far East) Ltd.             Hong Kong7
     GGT International de Mexico, S.A. de C.V.     Mexico
  Gerber Garment Technology GmbH                   Germany7
  Gerber Garment Technology Srl                    Italy
  Gerber Garment Technology SA/NV                  Belgium7
  Gerber Garment Technology SARL                   France
  Gerber Garment Technology AB                     Sweden
  Gerber Garment Technology Ltd.                   United
Kingdom7
  GGT-Niebuhr A/S                                  Denmark7
  Gerber Garment Technology Systems
           Computorizados Lda                      Portugal
  M.D. "Europe" Ltd.                               United Kingdom
  C.I.M. Microdynamics Limited                     United Kingdom
  Microdynamics AB                                 Sweden

Gerber Scientific Products, Inc.                   Connecticut

Gerber Venture Capital Corporation                 Delaware

Gerber Foreign Sales Corporation                   Barbados

Coburn Coburn Optical, Inc.                        Delaware
  Coburn Optical Industries (Aust.) Pty. Limited   Australia
  Coburn Optical Industries(Singapore) Pte. Ltd.   Singapore
  Coburn Optical Industries (U.K.) Limited        United Kingdom
  Stereo Optical Company, Inc.                    Illinois
  Coburn Optical International, Inc.              Delaware
  COI (Delaware), Inc.                            Delaware
  Coburn Optical Industries of Canada, Ltd.       Canada

                                                 Schedule 4.14

                    Environmental Matters

     1.  There is soil and groundwater contamination at the
Coburn Optical Industries, Inc. ("Coburn") property in
Muskogee, Oklahoma. The Company plans to undertake certain
related investigation and remediation activities that may lead
to state oversight or enforcement.

     2.  The Coburn property in Muskogee, Oklahoma has been
operating without permits for certain air emissions sources.
Coburn filed an application to obtain the required permits in
January 1998 with the Oklahoma Department of Environmental
Quality  ("ODEQ"), and is awaiting the ODEQ's response.

     3.  Pursuant to an order of the Connecticut Department of
Environmental Protection, the Company is conducting quarterly
groundwater monitoring relating to the removal of septic
systems and surrounding soils at its property at 83 Gerber
Road, West in South Windsor, Connecticut. Residual groundwater
contamination remains and residual soil contamination may
remain at this property.

     4.  There may be soil and groundwater contamination
relating to disposal activities conducted by the Connecticut
Department of Transportation that is associated with certain
property that the Company purchased from the State of
Connecticut. The Company is investigating whether the
Connecticut Department of Transportation's subsequent removal
and cleanup activities satisfy state requirements.
                                                 Schedule 5.16

                 Existing Loans and Advances8

Gerber Technology, Inc.

GGT Garment Internationa (Australia) Pty. Ltd.   $ 2,172,533(7)
Gerber International de Mexico, S.A. de C.V.         596,512
Gerber Garment Technology Systems
 Computorizados Lda.                                  26,291
Gerber Garment  Technology SA/NV                   3,229,398(7)
GGT Garment Technology GmbH                          644,074(7)
GGT Garment Technology SARL                           45,855
GGT Garment Technology AB                            494,711
GGT Garment Technology SRL                           402,845
GGT Garment Technology Ltd.                        1,082,000(7)
GGT-Niebuhr A/S                                    2,333,787(7)
GGT Canada Ltd.                                      341,805
GGT International (Far East) Ltd.                  2,135,694(7)
                                                  13,505,505
Gerber Coburn Optical, Inc.

Coburn Optical Industries (Singapore) Pte. Ltd.      267,184
Coburn Optical Industries (U.K.) Ltd.                 53,029
Coburn Optical International, Inc.                 1,209,303
Coburn Optical Industries of Canada, Ltd.          1,811,919
                                                   3,341,435
Spandex PLC

Brunner                                            1,786,068
Ultramark                                            660,284
Spandex USA                                        1,244,635
Clarke Signs                                         868,273
ND Graphics                                        2,467,811
Spandex Hungary                                       74,282
Syndicut                                             113,899
                                                   7,215,252

                                                 Schedule 5.17


                     Existing Investments


Investments as of May 12, 1998:

           Invest-                                   Matur-
           ment      Principal      Date             ing
Bank       Type      Amount         Invested  Rate   Term    Amount

Fleet      Euro-
Bank       dollar    $4,800,000.00  05/12/98  5.125% 1 day   $4,800,683.33

Wachovia   Euro-
Bank       Dollar    $6,006,276.67  05/11/98  5.350% 7 days  $6,012,524.87

Wachovia   Euro-
Bank       Dollar    $8,008,400.00  05/06/98  5.350% 7 days  $8,016,730.96


                                              Schedule 5.18(a)



                        Existing Liens

Connecticut Development Authority Loans:


Original
Date of
Loan:      December 22, 1983  November 19, 1984 December 19, 1984

Due Date:  May 1, 2003        November 1, 2004  December 1, 2014

Unpaid
Balance    $538,463           $607,500          $6,000,000

Lien       Land & Buildings   Land & Buildings  Land & Buildings
Property   151 Batson Drive   151 Batson Drive  24 Industrial
           Manchester, CT     Manchester, CT    Park Rd. W
                                                Tolland, CT



                                                 Schedule 5.23


                   Existing Subsidiary Debt


Nominal foreign overdraft loans for Gerber Technology, Inc.
and Gerber Coburn Optical, Inc.
_______________________________
1    Include this sentence for Fixed Rate Loans.

2    Include as such proceeds the amount of Debt of the Borrower
     or any Consolidated Subsidiary canceled in exchange for the
     issuance of Capital Stock.

3    With respect to any Consolidated Subsidiary acquired during
     the 4 Fiscal Quarter period set forth below, such
     Consolidated Subsidiary shall be included on a pro forma,
     historical basis as if it had been a Consolidated Subsidiary
     during such entire 4 Fiscal Quarter period.

4    Without deduction for any non-cash loss incurred in
     connection with the sale of the interests in Gerber Systems
     Corporation.

5    With respect to any Consolidated Subsidiary acquired during
     the 4 Fiscal Quarter period set forth below, such
     Consolidated Subsidiary shall be included on a pro forma,
     historical basis as if it had been a Consolidated Subsidiary
     during such entire 4 Fiscal Quarter period.

  6    Insert either $235,000,000 or any lesser amount which is the
       maximum aggregate amount of anticipated loans and advances.
       If loans and advances are to be made in another currency,
       use appropriate currency symbol.

  7    Designated as a Material Foreign Subsidiary

  8    All loans and advances to subsidiaries of Gerber Scientific
       are as of January 31, 1998, and all loans and advances to
       subsidiaries of Spandex are as of December 31, 1997, as
       these balances were deemed to be reflective of normal
       intercompany lending activities.