Exhibit No. 10.36

FIFTH AMENDMENT
TO FINANCING AGREEMENT

FIFTH AMENDMENT, dated as of July 12, 2005 (this "Amendment"), to the Financing Agreement referred to below, by and among GERBER SCIENTIFIC, INC., a Connecticut corporation (the "Parent"), each subsidiary of the Parent listed as a "Borrower" on the signature pages hereto (together with the Parent, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party to the Financing Agreement referred to below (each a "Lender" and collectively, the "Lenders"), and ABLECO FINANCE LLC, a Delaware limited liability company ("Ableco"), as agent for the Lenders (in such capacity, the "Agent").

WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent are parties to the Financing Agreement dated as of May 9, 2003 (as previously amended or otherwise modified from time to time, the "Financing Agreement"); and

WHEREAS, the Borrowers and the Guarantors have requested that the Agent and the Lenders amend certain provisions of the Financing Agreement, and the Agent and the Lenders have agreed to such request, but only subject to the terms and conditions set forth in this Amendment.

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 hereby agree as follows:

"provided that, solely for the purpose of determining the Fixed Charge Coverage Ratio pursuant to Section 7.03(b) (but not for the purposes of any other section), for the periods ending on July 31, 2005, October 31, 2005 and January 31, 2006, clause (b)(iii) of this definition shall instead read as follows (it being understood and agreed that for the periods ending on April 30, 2006 and thereafter, this proviso shall no longer be applicable): (iii) the amount of any cash payment made by the Credit Parties and their Subsidiaries with respect to underfunded pension liability during the period for which the Fixed Charge Coverage Ratio is being determined (i.e. on a fiscal year-to-date basis)."

"(l)	Capital Expenditures.  The Loan Parties shall not make any Capital Expenditures (including, without limitation, incurring any Capitalized Lease Obligations) which, in the aggregate for all Loan Parties, exceed $9,500,000 during any Fiscal Year of the Parent."
                                 
(b)  Leverage Ratio.  Section 7.03(a) of the Financing Agreement is hereby amended in its entirety to read as follows:

"(a)	Leverage Ratio.  Permit the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA of the Parent and its Subsidiaries, measured on a fiscal quarter-end basis, to be greater than the applicable ratio set forth below for the applicable period set forth opposite thereto:

|Applicable Period                                                                                                                               | Leverage Ratio
|----------------------------------------------------------------------------------------------------------------------------------------------- | --------------
|For the 3 month period ending July 31, 2005                                                                                                     | 2.80 to 1.00  
|For the 6 month period ending October 31, 2005                                                                                                  | 2.20 to 1.00  
|For the 9 month period ending January 31, 2006                                                                                                  | 1.875 to 1.00 
|For the 12 month period ending April 30, 2006 and each 12 month period ending each fiscal quarter of the Parent and its Subsidiaries thereafter | 1.875 to 1.00 

In determining the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA of the Parent and its Subsidiaries on any date, Consolidated EBITDA shall be multiplied by (w) 4, for the 3 month period ending July 31, 2005, (x) 2, for the 6 month period ending October 31, 2005, (y) 4/3, for the 9 month period ending January 31, 2006, and (z) 1, for the 12 month period ending April 30, 2006 and each 12 month period ending each fiscal quarter of the Parent and its Subsidiaries thereafter."                       
(c)   Fixed Charge Coverage Ratio.  Section 7.03(b) of the Financing Agreement is hereby amended and restated in its entirety to read as follows:

"(b)	Fixed Charge Coverage Ratio.  Permit the Fixed Charge Coverage Ratio, measured on a fiscal quarter-end basis, to be less than the applicable ratio set forth below for the applicable period set forth opposite thereto:

|Applicable Period                                                                                                                               | Fixed Charge Coverage Ratio
|----------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------
|For the 3 month period ending July 31, 2005                                                                                                     | 0.70 to 1.00               
|For the 6 month period ending October 31, 2005                                                                                                  | 0.90 to 1.00               
|For the 9 month period ending January 31, 2006                                                                                                  | 0.90 to 1.00               
|For the 12 month period ending April 30, 2006                                                                                                   | 1.10 to 1.00               
|For the 12 month period ending July 31, 2006                                                                                                    | 1.25 to 1.00               
|For the 12 month period ending October 31, 2006                                                                                                 | 1.50 to 1.00               
|For the 12 month period ending January 31, 2007                                                                                                 | 1.50 to 1.00               
|For the 12 month period ending April 30, 2007 and each 12 month period ending each fiscal quarter of the Parent and its Subsidiaries thereafter | 1.75 to 1.00"              

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

AGENT AND LENDER:

ABLECO FINANCE LLC, on behalf of itself and its affiliate assigns

By: /s/

Name:
Title:

OTHER LENDERS

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

By: /s/

Name:
Title:

DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP

By: /s/

Name:
Title:

HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, LP

By: /s/

Name:
Title:

TRS METIS LLC

By: /s/

Name:
Title:

NEWSTAR FINANCIAL, INC.

By: /s/

Name:
Title:

BORROWERS:

GERBER SCIENTIFIC, INC.

By: /s/ Jay Zager

Name:  Jay Zager
Title:  Senior Vice President and CFO



GERBER SCIENTIFIC INTERNATIONAL, INC.

By: /s/ Jay Zager

Name:  Jay Zager
Title:  Vice President and Treasurer

GUARANTORS:



GERBER COBURN OPTICAL INTERNATIONAL, INC.

By: /s/ Jay Zager

Name:  Jay Zager
Title:  Vice President and Treasurer

GERBER SCIENTIFIC INTERNATIONAL, LTD.

By: /s/ William V. Grickis

Name:  William V. Grickis
Title:  Director